HomeMy WebLinkAboutBoys and Girls Club - Building Rehabilitation of a public facility Community Development Block Grant Program (CDBG) 930 Tulare AveCIN OF FRESNO
City Clerk's Office (Original)
AGREEMENT BETWEEN THE BOYS AND GIRLS CLUB THE CITY OF FRESNO
REGARDING REHABILITATION OF A PUBLIC FACILITY
THIS AGREEMENT, is made and entered into, effective the 1sT day of January, 2007 by
and between the CITY OF FRESNO, California, a municipal corporation, hereinafter referred to
as the "City", and the BOYS AND GIRLS CLUB, a non-profit organization.
RECITALS
WHEREAS, the U.S. Department of Housing and Urban Development, hereinafter
referred to as "HUD", provides funding under its Community Development Block Grant
Program, hereinafter "CDBG", as authorized under Title I of the Housing and Community
Development Act of 1974, as implemented under Title 24 of the Code of Federal Regulations,
hereinafter collectively referred to as the "Act", incorporated herein by its reference; and
WHEREAS, City is a recipient of CDBG funding for fiscal year 2006-2007 for use in
funding eligible activities furthering established national objectives to benefit its low and
moderate income residents as defined in the Act; and
WHEREAS, City has allocated fiscal year 2006-2007 CDBG funds in the sum of Two
Hundred Thousand Dollars ($200,000), which funds are available for the purposes and uses
specified in the Resolution and this Agreement; and
WHEREAS, the City desires to use a portion of CDBG funds to rehabilitate the building
located at 930 Tulare Ave, for which CDBG eligible services are provided to at -risk youth; and
WHEREAS, the Boys and Girls Club owns the land and improvements (hereinafter
collectively referred to as the "Boys and Girls Club Facility") that are eligible under and in
furtherance of the Act and which benefit area residents who are low and moderate income under
the Act; and
WHEREAS, pursuant to City Resolution No. 2006-258, the City Manager is authorized
to execute on behalf of the City CDBG agreements that are within available allocated CDBG
funding and in a standard form approved by the City Attorney.
WHEREAS, City desires to assist Boys and Girls Club through the grant of a portion of
CDBG Funds and a grant of the General Funds, upon the terms and conditions herein.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals, which recitals are
contractual in nature, the mutual covenants herein contained and such other and further
consideration as is hereby acknowledged, and subject to the terms and conditions and provisions
hereof, the parties agree as follows:
1. Scope of Work. Boys and Girls Club shall use the CDBG Funds provided by this
Agreement solely for purposes of rehabilitating the public facility to be owned in fee by Boys
and Girls Club and made available to low and moderate income residents in their use of services
at the facility, (hereinafter referred to as the "Project"). CDBG Funds will be used for actual
Project costs as well as eligible costs associated with preparing any Project specifications
required to bid the Project as well as costs associated with bid advertising, permits, construction
management, purchase of construction materials and labor compliance.
2. CDBG Elipible Activity and National Objective. The City has determined that the
rehabilitation project is CDBG eligible. The City has further determined that the Boys and Girls
Club Rehabilitation Project furthers one or more CDBG national objectives.
3. Term. This Agreement and the CDBG grant provided hereunder shall be for the
period commencing on the effective date January 1, 2007, and ending June 30, 2007, unless
sooner terminated as provided for in section 9 below, subject to provisions hereof which
expressly survive termination or expiration.
4. Timeframe for Completing Boys and Girls Club Rehabilitation Project and
Submitting Rehabilitation Project Invoices. The Boys and Girls Club Rehabilitation Project shall
be conducted and completed according to a written schedule acceptable to the City and added as
an addendum hereto. All invoices shall be submitted for payment by August 31, 2007.
Extensions may be granted by the City in its discretion upon Boys and Girls Club's showing of
circumstances beyond its reasonable control.
5. Reporting Requirements. Boys and Girls Club shall provide City with the
following written performance reports on or before the dates indicated:
a. A Boys and Girls Club Rehabilitation Project report documenting
satisfaction performance of all Services hereunder, submitted within 45 days of the end of the
term hereof and at any time hereunder upon written request of the City. There is no prescribed
format for the report, but it should provide data on recipients of the Boys and Girls Club
Rehabilitation Project hereunder including the number of person served, the racial composition,
the percentage that are of low and moderate income, and the number of female headed
households. Boys and Girls Club acknowledges and agrees that the CDBG regulations require
that at least 51 percent (51%) of the Boys and Girls Club recipients be of low income as defined
by HUD when utilizing CDBG funds.
6. Grant Disbursement. Grant funds shall be disbursed to reimburse Boys and Girls
Club in accordance with the Proposed Budget attached hereto as Exhibit "A" and incorporated
herein, provided that the specific line item amounts in said Budget may be vaned, added and/or
stricken, and further provided that in any event total Grant funds disbursed in pursuit of said
Budget shall not to exceed in the aggregate the lesser of Two Hundred Thousand Dollars
($200,000) or City's available and allocated CDBG Funding during the term hereof. Grant funds
shall be disbursed upon invoice in a lump sum for Boys and Girls Club's satisfactory
performance of the Boys and Girls Club Rehabilitation Project hereunder, upon verification
satisfactory to City that expenses incurred in performing the Boys and Girls Club Rehabilitation
Project are eligible under the Act, according to the following schedule:
a. Except to the extent expressly provided for herein, all costs/expenses
incurred by Boys and Girls Club hereunder shall be the sole responsibility and liability of Boys
and Girls Club.
b. All funds are paid contingent upon Boys and Girls Club's continuous
compliance with all applicable, uniform administrative requirements, program regulations, and
recapture and reversion requirements set out in the Act. Any unearned or recaptured CDBG
funding shall be returned to the City within thirty (30) days of the earlier of termination of this
Agreement or notice by City. Any interest earned or received by the Boys and Girls Club
thereon shall be remitted to the City.
7. Use of funds. The Boys and Girls Club shall use the funds provided by the City
solely in pursuit of the Boys and Girls Club Rehabilitation Project.
8. Availability of CDBG Entitlement Funds. Boys and Girls Club acknowledges
and agrees that the CDBG funding hereunder is subject to the control of HUD and may be
encumbered, withdrawn, or otherwise made unavailable to the City (whether earned or promised
to, or by, the Boys and Girls Club). The Boys and Girls Club shall not be paid such funds unless
and until they are made available for payment to the City by HUD. No other funds owned or
controlled by the City shall be obligated under this Agreement unless specifically approved and
permitted by the Fresno City Council. Nothing herein constitutes a pledging or obligating of
City funds, its General Fund, or any real and personal property taxes, sales taxes or any other tax
revenues.
9. Termination of Agreement
a. This Agreement shall terminate upon the earlier of:
i. Boys and Girls Club's Default. The parties agree that each of the
following shall constitute a default by Boys and Girls Club for purposes of this Agreement where
such breach remains uncured for thirty (30) calendar days following City's notice to Boys and
Girls Club describing such breach, or if such breach is not reasonably susceptible of cure,
immediately upon notice of breach by City to Boys and Girls Club:
(1) The Boys and Girls Club's use of CDBG funds for other uses
than described in the Scope of Work.
(2) The Boys and Girls Club's failure to obtain and maintain the
insurance coverage required under this Agreement.
(3) Except as otherwise provided in this Agreement, the failure of
the Boys and Girls Club to punctually and properly perform any other covenant or agreement
contained in this Agreement including without limitation the following:
A. Any representation, warranty, or certificate given or
furnished by or on behalf of Boys and Girls Club shall prove to be materially false as of the date
of which the representation, warranty, or certification was given, or that Boys and Girls Club
concealed or failed to disclose a material fact to City, provided, however, that if any
representation, warranty, or certification that proves to be materially false is due merely to Boys
and Girls Club's inadvertence, Boys and Girls Club shall have a thirty (30) day opportunity after
written notice thereof to cause such representation, warranty, or certification to be true and
complete in every respect.
B. Boys and Girls Club shall file, or have filed against it, a
petition of bankruptcy, insolvency, or similar law, state or federal, or shall file any petition or
answer seeking, consenting to, or acquiescing in any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief, and such petition shall not have been
vacated within fourteen (14) days; or shall be adjudicated bankrupt or insolvent, under any
present or future statute, law, regulation, under state or federal law, and such judgment or decree
is not vacated or set aside within fourteen (14) days.
C. Boys and Girls Club's failure, inability or admission in
writing of its inability to pay its debts as they become due or Boys and Girls Club's assignment
for the benefit of creditors.
D. A receiver, trustee, or liquidator shall be appointed for
Boys and Girls Club or any substantial part of Boys and Girls Club's assets or properties, and not
be removed within ten (10) days.
E. Boys and Girls Club's breach of any other material
condition, covenant, warranty, promise or representation contained in this Agreement not
otherwise identified within this section.
ii. Written notice by either party to the other without cause.
iii. Complete performance by each party hereto.
iv. Expiration.
b. Upon the happening of a default by Boys and Girls Club and a failure to cure
said default within the time specified in the notice of default, City's obligation to disburse CDBG
funding shall terminate, and City may also at its option and without notice institute any action,
suit, or other proceeding in law, in equity or otherwise, which it shall deem necessary or proper
for the protection of its interests and may without limitation proceed with any or all of the
following remedies in any order or combination City may choose in its sole discretion:
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i. Terminate this Agreement immediately upon written notice to Boys and
Girls Club, in which event any unearned and improperly CDBG funds disbursed to Boys and
Girls Club by City shall be returned to City;
ii. Bring an action in equitable relief (1) seeking specific performance by
Boys and Girls Club of the terms and conditions of this Agreement, and/or (2) enjoining, abating
or preventing any violation of said terms and conditions, and/or (3) seeking declaratory relief;
iii. Pursue any other remedy allowed at law or in equity or under this
Agreement.
c. Upon any termination, the City's obligations hereunder shall terminate and all
unexpended or improperly expended CDBG funds subject to this Agreement shall revert to
and/or be recaptured for the City's CDBG Program, provided that if the Boys and Girls Club is
not in default at the time of termination the Boys and Girls Club shall be reimbursed for eligible
Boys and Girls Club Rehabilitation Project activities satisfactorily performed prior to the
effective date of the notice of termination.
d. Notwithstanding the foregoing and without waiver or limitation, in accordance
with the Act including 24 CFR 85.43, suspension or termination of this Agreement may occur if
the Boys and Girls Club materially fails to comply with any term of the CDBG grant, and the
grant may be terminated for convenience in accordance with 24 CFR 85.44.
e. Those provisions of this Agreement intended by its terms therein to survive the
termination of this Agreement shall so survive.
10. On -Site Monitoring. Authorized representatives of HUD or the City shall have the
right to monitor the Boys and Girls Club's performance under this Agreement. Such monitoring
may include inspection activities, review of records, and attendance at meetings.
11. Records. The Boys and Girls Club shall maintain all necessary books and records
with respect to disbursement of money, to property, and to personnel in accordance with usual
and customary business accounting practices. The Boys and Girls Club shall document all
expenditures under this Agreement with properly executed payroll, time records, invoices,
contracts, vouchers, or other official documentation evidencing the nature and propriety of the
charges. All such materials shall be retained by the Boys and Girls Club for a period of not less
than five (5) years from termination of this Agreement.
a. The Boys and Girls Club shall, at such time and in such forms as the City or
HUD may require, furnish statements, records, data, copies, and information pertaining to
matters covered by this Agreement. The City has the right, upon request, to inspect and copy all
Boys and Girls Club documents and records pertaining to this Agreement.
12. Compliance with Governmental Regulations. The Boys and Girls Club shall, at
its sole cost and expense, comply with applicable municipal, county, state, and federal law,
regulations, rules and requirements now in force, or which may hereafter be in force, pertaining
to any and all Boys and Girls Club Rehabilitation Project activities under this Agreement. The
Boys and Girls Club shall comply with all applicable provisions of 24 CFR 570 et seq. including
Subpart K thereof except that the Boys and Girls Club does not assume the CITY'S non -
delegable environmental responsibilities described in 24 CFR 58 and/or 24 CFR 570-604, and
does not assume the City's responsibility for initiating the review process under Executive Order
12372.
a. Both City and Boys and Girls Club agree to jointly and severally comply with
the requirements of the Office of Management and Budget Circular A-87, "Cost Principles for
State, Local, and Indian Tribal Governments"; OMB Circular A-133 "Audits of States, Local
Governments and Non -Profit Organizations"; 24 CFR Part 85 "Uniform Administrative
Requirements for Grants and Cooperative Agreements to State and Local Governments"; and 24
CFR Part 570.502 "Applicability of Uniform Administrative Requirements". Each party shall be
responsible for determining the applicability of the foregoing.
b. The Boys and Girls Club agrees to comply with all applicable requirements of
Section 504 of the Rehabilitation Act of 1973 and HUD implementing regulation 24 CFR Part 8.
c. The Boys and Girls Club agrees to inform the City in writing of any program
income generated by the expenditure of CDBG funds. Any program income generated as a
result of the Boys and Girls Club Rehabilitation Project must be paid to the City for deposit into
the City's CDBG Program Fund. For purposes of this Agreement, program income shall be as
defined in the Act. The requirements of this section 12 shall survive termination of the
Agreement.
13. Contract Award. The Boys and Girls Club will be responsible for all aspects
Boys and Girls Club Rehabilitation Project contract award and management including any
required advertising for bids and shall award the contract to the lowest responsive and
responsible bidder. The Boys and Girls Club shall verify with the Labor Relations and Equal
Opportunity Division of the U.S. Department of Housing & Urban Development (HUD) Area
Office that any low bidder has not been debarred or suspended from participating in federal Boys
and Girls Club Rehabilitation Project.
a. Any such award shall be subject to al] the terms and conditions herein.
14. Labor Standards. All laborers and mechanics (except laborers and mechanics
employed by a state or local government acting as the principal contractor on the program)
employed in the development of a program assisted by CDBG program grant funds shall be paid
wages at rates not less than those prevailing on similar construction in the locality, as determine
by the Secretary of Labor in accordance with the Davis -Bacon Act, as amended, 40 U.S.C. 276a
to 276a-5, and contracts involving their employment shall be subject to the provisions as
applicable of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. 327-
333. Without limiting the foregoing Boys and Girls Club shall comply with regulations issued
under such Acts, other federal laws and regulations and all state and local law pertaining to labor
standards, prevailing wage, contract bidding and advertising. The City's annual resolution
setting out per diem wage rates is available from the City's Construction Management Division."
15. Reversion of Assets. Any real property improved with CDBG Funds in excess of
$25,000 must meet the requirements specified in 24 CFR 570.503 (b)(7), which include a
requirement that the property either be used to meet one of the national objectives in 24 CFR
570.208 for a minimum of five (5) years beyond the expiration or termination of the Agreement
or be disposed of in a manner that will result in the City being reimbursed in the amount of the
current market value of the property less any portion attributable to any non-CDBG Funds
involved in the improvements to the real property. Such use or reimbursement requirement shall
apply to this program for period of five (5) years after the expiration or termination of the
Agreement."
16. Discrimination Prohibited. The Boys and Girls Club agrees to comply with the
City's Fair Employment Practices and shall not employ discriminatory practices in the provision
of services, employment of personnel, or in any other respect on the basis of race, color, religion,
sex, national origin, ancestry, or physical or mental handicapped. More specifically, the Boys
and Girls Club agrees as follows:
a. No person in the United States shall, on the grounds of race, color, religion,
national origin, sex or sexual preference, ancestry, or physical or mental handicap be excluded
from participation in, be denied the benefits of, or be subject to discrimination under any
program or activity made possible by or resulting from this Agreement.
b. The Boys and Girls Club will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, sexual preference, national origin,
ancestry, or physical or mental handicap. The Boys and Girls Club shall take affirmative action
to ensure that applicants are employed, and the employees are treated during employment,
without regard to their race, color, religion, sex, national origin, ancestry, or physical or mental
handicap. Such action shall include, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination;
rates of pay or other forms of compensation; and selection for training, including apprenticeship.
The Boys and Girls Club agrees to post in conspicuous places available to employees and
applicants for employment, notices setting forth the provision of this nondiscrimination clause.
c. The Boys and Girls Club will, in all solicitation or advertisements for
employees placed by or on behalf of the Boys and Girls Club; state all qualified applicants will
receive consideration for employment without regard to race, color, religion, sex, sexual
preference, national origin, ancestry or physical or mental handicap.
d. The Boys and Girls Club will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or understanding, a
notice advising the such labor union or workers' representatives of the Boys and Girls Club's
commitment under this section and shall post copies of the notice in conspicuous places available
to employees and applicants for employment.
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17. Conflict of Interest. Prior to City's execution of this Agreement, Boys and Girls
Club shall complete a City of Fresno Conflict of Interest Disclosure Statement. Said Statement
is attached hereto as Exhibit `B" and incorporated herein by reference. During the term of this
Agreement, Boys and Girls Club shall have the obligation and duty to immediately notify City in
writing of any change to the information provided by Boys and Girls Club on Exhibit `B".
a. No member, officer, or employee of the Boys and Girls Club or its designees or
agents who exercise any function or responsibility with respect to the programs during his/her
tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any contract or
subcontract, or the proceeds thereof, for Services to be performed in connection with this
Agreement. The Boys and Girls Club shall incorporate, or cause to be incorporated, in all
contracts and subcontracts a provision prohibiting such interest pursuant to the purposes of this
section 17.
b. Boys and Girls Club shall not employ or retain the services of any person
while such person either is employed by City or is a member of any City commission, board,
committee, or similar City body. This requirement may be waived by the City's Chief
Administrative Officer if no actual or potential conflict is involved.
c. Boys and Girls Club shall comply with all applicable laws, rules, regulations
and requirements governing avoidance of impermissible conflicts, including without limitation
the requirements of the California Political Reform Act (Government Code Section 87100 et.
seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and
disqualification (2 California Code of Regulations Section 18700 et. seq.).
d. Boys and Girls Club represents and warrants that as of the effective date
hereof, it represents no client or customer whose interests are adverse to the City's.
e. This section 17 shall survive expiration or termination of this Agreement.
18. Indemnification. The Boys and Girls Club shall indemnify, hold harmless and
defend the City and each of its officers, officials, employees, agents and volunteers from any and
all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or
strict liability, including but no limited to personal injury, death at any time and property
damage) incurred by the City, the Boys and Girls Club or any other person, and from any and all
claims, demands and actions in law or equity (including attorney's fees and litigation expenses),
arising or alleged to have arisen directly or indirectly out of the performance of this Agreement.
The Boys and Girls Club's obligations under the preceding sentence shall apply regardless of
whether the City or any of its officers, officials, employees agents or volunteers are actively or
passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or
damages caused solely by the active negligence or by the willful misconduct of the City or any
of its officers, officials, employees, agents or volunteers.
a. If the Boys and Girls Club should subcontract all or any portion of the work to
be performed under this Agreement, the Boys and Girls Club shall require each subcontractor to
indemnify, hold harmless and defend the City and each of its officers, officials, employees,
agents and volunteers in accordance with the terms of the preceding paragraph.
b. This section shall survive termination or expiration of this Agreement.
19. Insurance. Throughout the life of this Agreement, the Boys and Girls Club shall
pay for and maintain in full force and effect all policies of insurance required hereunder with an
insurance company(s) either (i) admitted by the California Insurance Commissioner to do
business in the State of California and rated not less than "A -VII" in Best's Insurance Rating
Guide; or (ii) authorized by the City's Risk Manager. The following policies of insurance are
required:
a. COMMERCIAL GENERAL LIABILITY insurance which shall be at least as
broad as Insurance Services Office (ISO) form CG 00 01 and shall include insurance for "bodily
injury", "property damage" and "personal and advertising injury", including premises and
operation, products and completed operations and contractual liability (including, without
limitation, indemnity obligations under the Agreement) with limits of liability of not less than
$1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury and property
damage, $1,000,000 per occurrence for personal and advertising injury and $2,000,000 aggregate
for products and completed operations.
b. COMMERCIAL AUTOMOBILE LIABIL]TY insurance which shall be at least
as broad as the most current version of Insurance Services Office (ISO) form CA 00 01 and shall
include coverage for "any auto" with limits of liability of not less than $1,000,000 per accident
for bodily and property damage.
c. PROFESSIONAL LIABILITY insurance (Errors and Omissions) with limits of
liability of not less than $1,000,000 per claim and $2,000,000 policy aggregate is required if
Boys and Girls Club subcontracts with a design professional.
d. POLLUTION LIABILITY insurance with limits of liability of not less than
$1,000,000 each occurrence and $2,000,000 policy aggregate, including Errors & Omissions if
professional services are included is required if Boys and Girls Club contracts with an
environmental consultant and/or contractor.
e. WORKERS' COMPENSATION insurance as required under the California
Labor Code.
f. EMPLOYERS' LIABILITY insurance with minimum limits of $1,000,000 each
accident, $1,000,000 disease each employee and $1,000,000 disease policy limit.
g. BUILDERS RISK (COURSE OF CONSTRUCTION) insurance in an amount
equal to 100 percent (100%) of the completed value of the project, with no coinsurance penalty
provision; and/or
h. COMMERCIAL PROPERTY insurance which shall be at least as broad as the
most version of Insurance Services Office (ISO) Commercial Property Coverage Form CP 0010
with the Special Cause of Loss Form. The limits of liability shall be in maintained in an amount
equal to the full replacement cost (without deduction for depreciation) of all improvements, with
no coinsurance penalty provision. This insurance shall include coverage for Builder's Risk
(Course of Construction) in an amount equal to 100 percent (100%) of the completed value of
the project, with no coinsurance penalty provision.
i. The above described policies of insurance shall be endorsed to provide an
unrestricted thirty (30) day written notice in favor of the City, of policy cancellation, change or
reduction of coverage, except for the Workers' Compensation policy which shall provide a ten
(10) day written notice of such cancellation, change or reduction of coverage. In the event any
policies are due to expire during the term of this Agreement, the Boys and Girls Club shall
provide a new certificate evidencing renewal of such policy not less than fifteen (15) days
prior to the expiration date of the expiring policy(s). Upon issuance by the insurer, broker or
agent of a notice of cancellation, change or reduction in coverage, the Boys and Girls Club shall
file with the City a certified copy of the new or renewal policy and certifications for such policy.
j. The General Liability, Automobile Liability and Pollution Liability insurance
policies shall be written on an occurrence form and shall name the City, its officers, officials,
agents, employees and volunteers as an additional insured. Such policy (ies) of insurance shall
be endorsed so the Boys and Girls Club'S insurance shall be the primary and no contribution
shall be required of the City. The Builder's Risk (Course of Construction) and/or Commercial
Property insurance policies shall name the City as a loss payee. In the event claims made forms
are used for any Professional Liability and/or Pollution Liability coverage, either (i) the
policy(ies) shall be endorsed to provide not less than a 5 year discovery period, or (ii) the
coverage shall be maintained for a minimum of 5 years following the termination of this
Agreement and the requirements of this section relating to such coverage shall survive
termination or expiration of this Agreement. The Boys and Girls Club shall furnish the City
with the certificate(s) and applicable endorsements for ALL required insurance prior to
the City's execution of the Agreement. The Boys and Girls Club shall furnish the City with
copies of the actual policies upon the request of the City's Risk Manager at any time during the
life of the Agreement or any extension.
k. If at any time during the life of the Agreement or any extension, the Boys and
Girls Club fails to maintain the required insurance in full force and effect, all work under this
Agreement shall be discontinued immediately, and all payments due or that become due to the
Boys and Girls Club shall be withheld until notice is received by the City that the required
insurance has been restored to full force and effect and that the premiums therefore have been
paid for a period satisfactory to the City. Any failure to maintain the required insurance shall be
sufficient cause for the City to terminate this Agreement.
1. If the Boys and Girls Club should subcontract all or any portion of the work to
be performed under this Agreement, the Boys and Girls Club shall require each subcontract to
provide insurance protection in favor of the City, its officers, officials, employees, agents and
volunteers in accordance with the terms of each of the preceding paragraphs except that the
subcontractors' certificates and endorsements shall be on file with the Boys and Girls Club and
City prior to the commencement of any work by the subcontractor.
20. Boys and Girls Club Certification.
a. The Boys and Girls Club certifies to the best of its knowledge and belief that
no federally appropriated funds have been paid or will be paid by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee of
any agency, or a member of Congress, or an officer or employee of Congress, or an employee of
a member of Congress, in connection with the awarding of any federal contract, the making of
any federal grant, the making of any federal loan, the entering into of any cooperative agreement,
or the extension, continuation, renewal, amendment or modification or any Federal contract,
grant, loan, or cooperative agreement.
b. If any funds other than federally appropriated funds have been paid or will be
paid to a person for influencing an officer or employee of any agency, a member of Congress, an
officer or employee of Congress, or an employee of a member of Congress in connection with
this federal contract, grant, loan, or cooperative agreement, the Boys and Girls Club shall
complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance
with its instructions.
c. The Boys and Girls Club shall require that the language of the above
certification be included in the documents for all subrecipient tiers (including subcontracts,
subgrants, and contracts under grants, loans, and cooperative agreements) and that all
subrecipients shall certify and disclose accordingly.
d. This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this Agreement.
21. Independent Contractor. In the furnishing of the services provided for herein, the
Boys and Girls Club is acting as an independent contractor. Neither the Boys and Girls Club,
nor any of its officers, associates, agents or employees shall be deemed an employee or agent of
the City for any purpose. Nothing in this Agreement shall create a limited or general partnership
or joint venture. Boys and Girls Club shall have no authority to bind the City absent City's
express written consent. Except to the extent otherwise provided in this Agreement, Boys and
Girls Club shall bear its own costs/expenses in pursuit hereof.
22. Notices. Any notice required or intended to be given to either party under the
terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered
personally or deposited into the United States mail, with postage prepaid, return receipt
requested, addressed to the party to which notice is to be given at the party's address set forth on
the signature page of this Agreement or at such other address as the parties may from time to
time designate by written notice.
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23. Binding. Subject to section 24 below, once this Agreement is signed by all
parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties'
respective heirs, successors, assigns, transferees, agents, servants, employees and representatives.
24. Assignment. This Agreement is personal to the Boys and Girls Club and there
shall be no assignment by the Boys and Girls Club of its rights or obligations under this
Agreement without the prior written approval of the City. Any attempted assignment by the
Boys and Girls Club, its successors or assigns, shall be null and void unless approved in writing
by the City.
25. Waiver. The waiver by either party of a breach by the other of any provisions of
this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of
either the same or a different provision of this Agreement.
a. No provision of this Agreement may be waived unless in writing and signed by
all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a
waiver of any other provision herein.
26. Governing Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California. Venue for purposes of the
filing of any action regarding the enforcement or interpretation of this Agreement and any rights
and duties hereunder shall be Fresno, California.
27. Heading. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or add to the
interpretation or meaning of the provisions of this Agreement.
28. Severability. The provisions of this Agreement are severable. The invalidity or
unenforceability of any one provision in this Agreement shall not affect the other provisions.
29. Interoretation. The parties acknowledge that this agreement in its final form is the
result of the combined efforts of the parties and that, should any provision of this Agreement be
found to be ambiguous in any way, such ambiguity shall not be resolved by construing this
Agreement in favor of, or against any party, but rather by construing the terms in accordance
with their generally accepted meaning.
30. Attorney's Fees. If either party is required to commence any proceeding or legal
action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing
party in such proceeding or action shall be entitled to recover from the other party its reasonable
attorney's fees and legal expenses.
31. Time of Essence. Time is of the essence for the performance of this Agreement.
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32. Extent of Agreement. Each party acknowledges that they have read and fully
understands the contents of this Agreement. This Agreement represents the entire and integrated
agreement between the parties wit respect to the subject matter hereof and supersedes all prior
negotiations, representations and agreements, either written or oral. This Agreement maybe
modified only by written instrument duly authorized and executed by both the City and the Boys
and Girls Club.
33. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any exhibit hereto, the terms and conditions of the body of this Agreement shall
control and take precedence over terms and conditions expressed within the exhibit.
Furthermore, in the event of any conflict between the body of this Agreement and any document
or instrument referenced therein, the terms and conditions of the body of this Agreement shall
control and take precedence over terms and conditions expressed within said document or
instrument."
N
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO
kh6e-w T. Souza
City Manager
ATTEST:
REBECCA E. KLISCH
CITY Clerk f1
By. j& /�J.1 �OG/ll f�
Deputy 111510?
APPROVED AS TO FORM:
JAMES C. SANCHEZ
CrTY Attorney
By: `1
Depu y Ay& Coy i
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BOYS AND GIRLS CLUB
Kenneth Quenzer
President
CITY:
City of Fresno
Attn: Crystal Smith
2600 Fresno Street Room 2155
Fresno, CA 93721
BOYS AND GIRLS CLUB:
Kenneth Quenzer, President
540 N. Augusta Ave
Fresno, CA 93703
Exhibit "A"
BOYS AND GIRLS CLUB SCOPE OF WORK AND BUDGET
Item
Description of Work
Scheduled Value
01100
Basketball backstops
$ 13,000.00
01200
Flooring
57,000.00
01300
Window Treatments
3,500.00
01400
Asphalt Reconstruction
17,000.00
01500
Electrical
10,900.00
01600
Asbestos Abatement
75,000.00
01700
Air Conditioning
18,000.00
01800
Landscaping
5,600.00
Total:
$ 200,000.00
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Exhibit "B"
DISCLOSURE OF CONFLICT OF INTEREST
Kenneth Quenzer, President
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YES*
NO
1
Are you currently in litigation with the City of Fresno or any of
its agents?
2
Do you represent any firm, organization or person who is in
litigation with the City of Fresno?
3
Do you currently represent or perform work for any clients
who do business with the City of Fresno?
v
4
Are you or any of your principals, managers or professionals,
owners or investors in a business which does business with
the City, or in a business which is in litigation with the City?
5
Are you or any of your principals, managers or professionals,
related by blood or marriage to any City employee who has
v
any significant role in the subject matter of this service?
6
Are you employed by any other jurisdictions or agencies?
* If the answer to any question is yes, please explain in full.
Kenneth Quenzer, President
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