HomeMy WebLinkAboutRH Communit Builders LP, Repair Services Agreement, 08.18.2022REPAIR SERVICES AGREEMENT
CITY OF FRESNO AND RH COMMUNITY BUILDERS LP
This Repair Services Agreement (Agreement) is made as of the day of
August 2022 (Effective Date), by and between the City of Fresno (City or Owner), and
RH Community Builders LP, a Limited Partnership (RH Community Builders). The City
of Fresno and RH Community Builders are referred to hereinafter each as a "Party" or
collectively as "Parties."
RECITALS
A. WHEREAS there is a critical housing -shortage crisis in the City of Fresno, and the
crisis is contributing to the growth in homeless population counts throughout the city; and
B. WHEREAS, the City of Fresno has acquired The Villa Motel (Property) located at
817 North Parkway Drive, Fresno, CA, 93728 (APN 449-335-25), and the City desires to
have the Property repaired and prepared to serve as an interim low -barrier emergency
homeless shelter; and
C. WHEREAS, RH Community Builders has resources, as well as the technical, and
financial expertise to among other things, repair projects in order to make them available
for affordable housing and homeless services, and
D. WHEREAS Project Off Ramp and Project Homekey have been successful
collaborations between the City and RH Community Builders to place, and not displace,
homeless residents into emergency shelter housing with available case -management
services. To date, approximately 70% of the homeless individuals offered housing and
case management services through Project Off Ramp and Project Homekey have
accepted assistance, and
E. WHEREAS, RH Community Builders successfully completed the repair of one (1)
motel along the Parkway Corridor to serve as a low -barrier emergency homeless shelter,
and
F. WHEREAS the City contracts with RH Community Builders and/or their affiliate
organizations to provide Property Management and Case Management Services for the
homeless individuals housed at the City of Fresno's motels along Parkway Corridor; and
G. WHEREAS the City and RH Community Builders now desire to enter into this
Agreement with the terms, conditions and compensation specified for the repair of The
Villa Motel to a low -barrier emergency homeless shelter (the Project).
NOW, THEREFORE, in consideration of the foregoing and for other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the City and
RH Community Builders agree as follows:
AGREEMENT
NOW, THEREFORE, it is mutually agreed as follows:
1. Responsibilities of the Parties. City's Charter allows it to execute
agreements with various third -parties, including governmental agencies to perform public
works of improvement. The City desires to engage RH Community Builders to carry out
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the Project, which shall include the performance of certain public works on behalf of the
City, as provided herein. The Parties contemplate that RH Community Builders shall
subcontract some or all of the public works provided under this Agreement. In doing so,
RH Community Builders shall manage and coordinate with its contractors in order to
complete the repair and maintenance of the Property. The repair and maintenance design
and work shall be subject to City approval, which the City shall not unreasonably withhold,
delay or condition. The City shall be responsible for payment to RH Community Builders
as provided in Section 3 below.
2. Term of Agreement and Conditions Precedent. This Agreement shall be
effective as of the Effective Date and shall continue in full force and effect through March
21, 2023, or until the Project is completed, whichever occurs first; subject to any earlier
termination in accordance with this Agreement. Project completion will occur when both
Parties have signed off on the repairs, following a walk-through by representatives of both
Parties.
3. Compensation. RH Community Builders' sole compensation for
satisfactory performance of all services rendered pursuant to this Agreement shall be with
a not -to -exceed upper limit of [$4,702,108], paid on the basis of the rates set forth in the
schedule of fees and expenses contained in the agreements expressly incorporated into
Exhibit A.
(a) Following initial advance payment of 50%, detailed statements shall be
rendered monthly for services performed in the preceding month and will be payable by
the City within thirty (30) days of receipt of such statements.
(b) The Parties may agree to modify this Agreement to increase or
decrease the scope of services or provide for the rendition of services not required by this
Agreement, which modification shall include an adjustment to RH Community Builders'
compensation. Any change in the scope of services must be made by written amendment
to the Agreement signed by an authorized representative for each Party. RH Community
Builders shall not be entitled to any additional compensation if services are performed
prior to a signed written amendment, unless such services are required to mitigate an
emergency situation which requires immediate attention to avoid damage to the Property,
public property, or remedy some other health and safety condition.
4. Termination, Remedies, and Force Majeure.
(a) This Agreement shall terminate without any liability of City to RH
Community Builders upon the earlier of: (i) RH Community Builders' filing for protection
under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver
commenced by a third Party against RH Community Builders which petition is not
dismissed within ninety (90) calendar days of the filing of the petition; (ii) sixty (60)
calendar days' after RH Community Builder's receipt of written notice from the City for
breach of this Agreement by RH Community Builders and which breach is not cured; (iii)
City's non -appropriation of funds sufficient to meet its obligations hereunder during any
City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration
of this Agreement.
(b) This Agreement shall terminate without any liability of RH Community
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Builders to City upon the earlier of: (i) City's filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third
Party against City which petition is not dismissed within ninety (90) calendar days of the
filing of the petition; (ii) sixty (60) calendar days after City's receipt of written notice for
breach of this Agreement by City and which breach is not cured; or (iii) expiration of this
Agreement.
(c) Immediately upon any termination or expiration of this Agreement,
each Party shall (i) immediately stop all work hereunder; (ii) immediately cause any and
all of its subcontractors to cease work; and, (iii) in the case of RH Community Builders,
return to City any and all unearned payments and all properties and materials in the
possession of RH Community Builders that are owned by City. Subject to the terms of
this Agreement, RH Community Builders shall be paid compensation for services
satisfactorily performed prior to the effective date of termination.
(d) Upon any breach of this Agreement by either Party, the other may
(i) exercise any right, remedy (in contract, law or equity), or privilege which may be
available to it under applicable laws of the State of California or any other applicable law;
(ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii)
recover all direct, indirect, consequential, economic and incidental damages for the
breach of the Agreement.
(e) Upon a written request from the other Party, the recipient Party shall
provide the other with adequate written assurances of future performance in the event
that such Party fails to comply with any terms or conditions of this Agreement.
(f) Each Party shall be liable for default unless its nonperformance is
caused by an occurrence beyond the reasonable control of that Party and without its fault
or negligence such as, acts of God or the public enemy, acts of City or RH Community
Builders, as the case may be, in its contractual capacity, fires, floods, epidemics,
quarantine restrictions, strikes, unusually severe weather, and delays of common carriers.
The nonperforming Party shall notify the other in writing as soon as it is reasonably
possible after the commencement of any excusable delay, setting forth the full particulars
in connection therewith, and shall remedy such occurrence with all reasonable dispatch,
and shall promptly give written notice to the other of the cessation of such occurrence.
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8.
Level of Skill; Subcontractors.
(a) RH Community Builders may, at its sole discretion, subcontract any
of the services required under this Agreement, in compliance with the terms of this
Agreement. RH Community Builders shall require that any general contractor hired by
RH Community Builder engage in a lawful competitive process to select any and all
subcontractors. RH Community Builders shall use good faith efforts to hire qualified,
licensed, insured and bonded local contractors that have a local workforce. It is further
mutually understood and agreed by and between the parties hereto that inasmuch as RH
Community Builders represents to City that RH Community Builders and its
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subcontractors, if any, are skilled in the profession and shall perform in accordance with
the standards of said industry necessary to perform the services agreed to be done by it
under this Agreement, City relies upon the skill of RH Community Builders and its
subcontractors, if any, to do and perform such services in a skillful manner and RH
Community Builders agrees to thus perform the services and require the same of any
subcontractors. Therefore, any acceptance of such services by City shall not operate as
a release of RH Community Builders or any subcontractors from said industry and
professional standards.
(b) City reserves the right to hire additional contractors to perform the
services required under this Agreement, and offset any future payment to RH Community
Builders accordingly, so long as such hiring and associated offset is memorialized in an
Addendum executed by the Parties, setting forth the amount of the offset. In the event
that the City elects to hire additional contractors to perform the services, City shall not
cause RH Community Builders to breach any agreement with any of its contractors or
City shall fully reimburse RH Community Builders for any claims made by its
subcontractors.
(c) If RH Community Builders subcontracts any or all of the services to
be performed under this Agreement where the subcontract is for a total of $250,000 or
greater during any calendar year, RH Community Builders shall require, at the discretion
of the City Risk Manager or designee, subcontractor(s) to enter into a separate Side
Agreement with the City to provide required indemnification and insurance
protection. Any required Side Agreement(s) and associated insurance documents for the
subcontractor must be reviewed and preapproved by City Risk Manager or designee. If
no Side Agreement is required, RH Community Builders will be solely responsible for
ensuring that its subcontractors maintain insurance coverage at levels no less than those
required by applicable law and is customary in the relevant industry.
(d) To the full extent required by applicable federal and state law, each
Party and its contractors and agents shall comply with the Davis -Bacon Act, as amended,
California Labor Code Section 1720 et seq., and the regulations adopted pursuant thereto
(Prevailing Wage Laws), if so required, and shall be solely responsible for carrying out
the requirements of such provisions. Each Party shall indemnify, defend and hold the
other and its elected and appointed officers, officials, employees, agents, consultants,
and contractors harmless from and against all liability, loss, cost, expense (including
without limitation attorneys' fees and costs of litigation), claim, demand, action, suit,
judicial or administrative proceeding, penalty, deficiency, fine, order, and damage which
directly or indirectly, in whole or in part, are caused by, arise in connection with, result
from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the
payment or requirement of payment of prevailing wages (including without limitation, all
claims that may be made by contractors, subcontractors, or third Party claimants pursuant
to Labor Code sections 1726 and 1781), the failure to comply with any state or federal
labor laws, regulations or standards in connection with this Agreement, including, but not
limited to the Prevailing Wage Laws, or any act or omission of that Party related to the
payment or requirement of payment of prevailing wages.
9. Indemnification. To the furthest extent allowed by law, RH Community
Builders shall indemnify, hold harmless and defend City and each of its officers, officials,
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employees, agents, and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including but not
limited to personal injury, death at any time and property damage), and from any and all
claims, demands and actions in law or equity (including reasonable attorney's fees and
litigation expenses) that arise out of, pertain to, or relate to the negligence, recklessness
or willful misconduct of RH Community Builders, its principals, officers, employees,
agents, or volunteers in the performance of this Agreement.
If, pursuant to Section 8 above, RH Community Builders should subcontract all or
any portion of the services to be performed under this Agreement, RH Community
Builders shall require each subcontractor to indemnify, hold harmless and defend City
and each of its officers, officials, employees, agents, and volunteers in accordance with
the terms of the preceding paragraph.
If, pursuant to Section 8 above, City should subcontract all or any portion of the
services to be performed under this Agreement, City shall require each subcontractor to
indemnify, hold harmless and defend RH Community Builders and each of its officers,
officials, employees, agents, and volunteers in accordance with the terms of the
preceding paragraph.
This Section shall survive termination or expiration of this Agreement.
10. Insurance.
(a) Throughout the life of this Agreement, RH Community Builders shall
pay for and maintain in full force and effect all insurance as required in Exhibit C, which
is incorporated into and part of this Agreement, with an insurance company(ies) either
(i) admitted by the California Insurance Commissioner to do business in the State of
California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as
may be authorized in writing by City's Risk Manager or designee at any time and in its
sole discretion. The required policies of insurance as stated in Exhibit C shall maintain
limits of liability of not less than those amounts stated therein. However, the insurance
limits available to City, its officers, officials, employees, agents, and volunteers as
additional insureds, shall be the greater of the minimum limits specified therein or the full
limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, RH
Community Builders or any of its subcontractors fail to maintain any required insurance
in full force and effect, all services and work under this Agreement shall be discontinued
immediately, and all payments due or that become due to RH Community Builders shall
be withheld until notice is received by City that the required insurance has been restored
to full force and effect and that the premiums therefore have been paid for a period
satisfactory to City. Any failure to maintain the required insurance shall be sufficient
cause for City to terminate this Agreement. No action taken by City pursuant to this
Section shall in any way relieve RH Community Builders of its responsibilities under this
Agreement. The phrase "fail to maintain any required insurance" shall include, without
limitation, notification received by City that an insurer has commenced proceedings, or
has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by RH Community Builders shall
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not be deemed to release or diminish the liability of RH Community Builders, including,
without limitation, liability under the indemnity provisions of this Agreement. The duty to
indemnify City shall apply to all claims and liability regardless of whether any insurance
policies are applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by RH Community Builders. Approval or purchase of any
insurance contracts or policies shall in no way relieve from liability nor limit the liability of
RH Community Builders, its principals, officers, agents, employees, or persons under the
supervision of RH Community Builders, vendors, suppliers, invitees, consultants, sub -
consultants, subcontractors, or anyone employed directly or indirectly by any of them.
(d) Upon request of City, RH Community Builders shall immediately
furnish City with a complete copy of any insurance policy required under this Agreement,
including all endorsements, with said copy certified by the underwriter to be a true and
correct copy of the original policy. This requirement shall survive expiration or termination
of this Agreement.
(e) If RH Community Builders should subcontract all or any portion of
the services to be performed under this Agreement, RH Community Builders shall require
each subcontractor/sub-consultant to provide insurance protection, as an additional
insured, to the City and each of its officers, officials, employees, agents, and volunteers
in accordance with the terms of this Section, except that any required certificates and
applicable endorsements shall be on file with RH Community Builders and City prior to
the commencement of any services by the subcontractor. RH Community Builders and
any subcontractor/sub-consultant shall establish additional insured status for City, its
officers, officials, employees, agents, and volunteers by using Insurance Service Office
(ISO) Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an
executed manuscript company endorsement providing additional insured status as broad
as that contained in ISO Form CG 20 10 11 85.
11. Conflict of Interest and Non -Solicitation.
(a) RH Community Builders shall comply, and require its subcontractors
to comply, with all applicable (i) professional canons and requirements governing
avoidance of impermissible client conflicts; and (ii) federal, state, and local conflict of
interest laws and regulations including, without limitation, California Government Code
Section 1090 et. seq., the California Political Reform Act (California Government Code
Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission
concerning disclosure and disqualification (2 California Code of Regulations Section
18700 et. seq.). At any time, upon written request of City, RH Community Builders shall
provide a written certification that, to its best knowledge, after diligent inquiry, RH
Community Builders and its respective subcontractor(s) are in full compliance with all laws
and regulations. RH Community Builders shall take, and require its subcontractors to
take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery
of any facts giving rise to the appearance of a conflict of interest, RH Community Builders
shall immediately notify City of these facts in writing.
(c) In performing the work or services to be provided hereunder, RH
Community Builders 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 council, commission, board,
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committee, or similar City body. This requirement may be waived in writing by the City
Manager, if no actual or potential conflict is involved.
(d) RH Community Builders represents and warrants that it has not paid
or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit,
or procure this Agreement or any rights/benefits hereunder.
(e) RH Community Builders and any of its subcontractors shall have no
interest, direct or indirect, in any other contract with a third Party in connection with this
Project unless such interest is in accordance with all applicable law and fully disclosed to
and approved by the City Manager, in advance and in writing. Notwithstanding any
approval given by the City Manager under this provision, RH Community Builders shall
remain responsible for complying with Section (a), above.
(f) If RH Community Builders should subcontract all or any portion of
the work to be performed or services to be provided under this Agreement, RH
Community Builders shall include the provisions of this Section in each subcontract and
require its subcontractors to comply therewith.
(g) This Section shall survive expiration or termination of this
Agreement.
12. [Intentionally Omitted.]
13. General Terms.
(a) Except as otherwise provided by law, all notices expressly required
of City within the body of this Agreement, and not otherwise specifically provided for, shall
be effective only if signed by the Administrator or designee.
(b) Records of RH Community Builders' expenses pertaining to the
Project shall be kept on a generally recognized accounting basis and shall be available
to City or its authorized representatives upon request during regular business hours
throughout the life of this Agreement and for a period of three years after final payment
or, if longer, for any period required by law. In addition, all books, documents, papers,
and records of RH Community Builders pertaining to the Project shall be available for the
purpose of making audits, examinations, excerpts, and transcriptions for the same period
of time. If any litigation, claim, negotiations, audit or other action is commenced before
the expiration of said time period, all records shall be retained and made available to City
until such action is resolved, or until the end of said time period whichever shall later
occur. If RH Community Builders should subcontract all or any portion of the services to
be performed under this Agreement, RH Community Builders shall cause each
subcontractor to also comply with the requirements of this paragraph. This Section shall
survive expiration or termination of this Agreement.
(c) A For any portion of the work or services subcontracted by RH
Community Builders, RH Community Builders shall require that subcontractor to provide
evidence to RH Community Builders that subcontractor is licensed to perform the services
called for by this Agreement (or that no license is required) before beginning work.
14. Nondiscrimination. To the extent required by controlling federal, state and
local law, RH Community Builders shall not employ discriminatory practices in the
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provision of services, employment of personnel, or in any other respect on the basis of
race, religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the
performance of this Agreement, RH Community Builders agrees as follows:
(a) RH Community Builders will comply with all applicable laws and
regulations providing that no person shall, on the grounds of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of
the Vietnam era be excluded from participation in, be denied the benefits of, or be subject
to discrimination under any program or activity made possible by or resulting from this
Agreement.
(b) RH Community Builders will not discriminate against any employee
or applicant for employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
RH Community Builders shall ensure that applicants are employed, and the employees
are treated during employment, without regard to their race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of
the Vietnam era. Such requirement shall apply to RH Community Builders' employment
practices including, but not be limited to, the following: employment, upgrading, demotion
or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or
other forms of compensation; and selection for training, including apprenticeship. RH
Community Builders agrees to post in conspicuous places, available to employees and
applicants for employment, notices setting forth the provision of this nondiscrimination
clause.
(c) RH Community Builders will, in all solicitations or advertisements for
employees placed by or on behalf of RH Community Builders in pursuit hereof, state that
all qualified applicants will receive consideration for employment without regard to race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era.
(d) If RH Community Builders should subcontract all or any portion of
the services to be performed under this Agreement, RH Community Builders shall cause
each subcontractor to also comply with the requirements of this Section.
15. Independent Contractor.
(a) In the furnishing of the services provided for herein, RH Community
Builders is acting solely as an independent contractor. Neither RH Community Builders,
nor any of its officers, agents, or employees shall be deemed an officer, agent, employee,
joint venturer, partner, or associate of City for any purpose. City shall have no right to
control or supervise or direct the manner or method by which RH Community Builders
shall perform its work and functions. However, City shall retain the right to administer this
Agreement, to the extent provided for herein, so as to verify that RH Community Builders
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is performing its obligations in accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture
between RH Community Builders and City. RH Community Builders shall have no
authority to bind City absent City's express written consent. Except to the extent
otherwise provided in this Agreement, RH Community Builders shall bear its own costs
and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, RH Community
Builders and its officers, agents, and employees shall have absolutely no right to
employment rights and benefits available to City employees. RH Community Builders
shall be solely liable and responsible for all payroll and tax withholding and for providing
to, or on behalf of, its employees all employee benefits including, without limitation, health,
welfare and retirement benefits. In addition, together with its other obligations under this
Agreement, RH Community Builders shall be solely responsible, indemnify, defend and
save City harmless from all matters relating to employment and tax withholding 'or and
payment of RH Community Builders' employees, including, without limitation, (i)
compliance with Social Security and unemployment insurance withholding, payment of
workers compensation benefits, and all other laws and regulations governing matters of
employee withholding, taxes and payment; and (ii) any claim of right or interest in City
employment benefits, entitlements, programs and/or funds offered employees of City
whether arising by reason of any common law, de facto, leased, or co- employee rights
or other theory. It is acknowledged that during the term of this Agreement, RH Community
Builders may be providing services to others unrelated to City or to this Agreement.
16. Notices. Any notice required or intended to be given to either Party under
the terms of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation of
receipt, or sent by United States registered or certified mail, with postage prepaid, return
receipt requested, addressed to the Party to which notice is to be given at the Party's
address set forth on the signature page of this Agreement or at such other address as the
parties may from time to time designate by written notice. Notices served by United
States mail in the manner above described shall be deemed sufficiently served or given
at the time of the mailing thereof.
17. Binding. 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.
18. Assignment.
(a) This Agreement is personal to each Party and there shall be no
assignment by either Party of its rights or obligations under this Agreement without the
prior written approval of the other. Any attempted assignment shall be null and void
unless approved in writing for the City, by the City Manager or designee, or for RH
Community Builders, by its CEO or designee.
(b) RH Community Builders hereby agrees not to assign the payment of
any monies due RH Community Builders from City under the terms of this Agreement to
any other individual(s), corporation(s) or entity(ies). City retains the right to pay any and
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all monies due RH Community Builders directly to RH Community Builders.
19. Compliance With Law. Each Party shall at all times comply with all
applicable laws of the United States, the State of California and City, and with all
applicable regulations promulgated by federal, state, regional, or local administrative and
regulatory agencies, now in force and as they may be enacted, issued, or amended during
the term of this Agreement.
20. Waiver. The waiver by either Party of a breach by the other of any provision
of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions of this
Agreement may be waived unless in writing and signed by all parties to this Agreement.
Waiver of any one provision herein shall not be deemed to be a waiver of any other
provision herein.
21. Governing Law and Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction. Venue
for purposes of the filing of any action regarding the enforcement or interpretation of this
Agreement and any rights and duties hereunder shall be Fresno County, California.
22. Headings. The Section headings in this Agreement are for convenience
and reference only and shall not be construed or held in any way to explain, modify or
add to the interpretation or meaning of the provisions of this Agreement.
23. Severabilit . The provisions of this Agreement are severable. The
invalidity, or unenforceability of any one provision in this Agreement shall not affect the
other provisions.
24. Interpretation. The parties acknowledge that this Agreement in its final form
is the result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved
by construing this Agreement in favor of or against either Party, but rather by construing
the terms in accordance with their generally accepted meaning.
25. Attorne '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.
26. Exhibits. Each exhibit and attachment referenced in this Agreement is, by
the reference, incorporated into and made a part of this Agreement.
27. Precedence of Documents. In the event of any conflict between the body
of this Agreement and any exhibit or attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and conditions
expressed within the exhibit or attachment. Furthermore, any terms or conditions
contained within any exhibit or attachment hereto which purport to modify the allocation
of risk between the parties, provided for within the body of this Agreement, shall be null
and void.
28. Cumulative Remedies. No remedy or election hereunder shall be deemed
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exclusive but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
29. No Third Party Beneficiaries. The rights, interests, duties, and obligations
defined within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary in this
Agreement, it is not intended that any rights or interests in this Agreement benefit or flow
to the interest of any third parties.
30. Extent of Agreement. Each Party acknowledges that they have read and
fully understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter hereof
and supersedes all prior negotiations, representations or agreements, either written or
oral. This Agreement may be modified only by written instrument duly authorized and
executed by both City and RH Community Builders.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Geor nne A. White, City Manager
Office f the City Manager
APPROVED AS TO FORM:
RINA M. GONZALES
Interim City Attorney
By: �
ngela M. Karst ate
Deputy City Attorney
RH Community Builders LP,
a California I�mited artnership
r
By. Ruj
Wayn tledg ,CEO
By: T , -,:
_.�
Brad Hardie, President
RH COMMUNITY BUILDERS LP:
ATTEST: Attention: CEO
TODD STERMER, CMC 2550 W. Clinton Avenue #142
City Cler Fresno, CA 93705
q Phone: (559) 492-1373
By: zt - V � � ?— C?�
--V� 4cJI S I.,.,A �Oz-
Addresses:
CITY:
City of Fresno
Attention: City Manager
2600 Fresno Street
Fresno, CA 93721
Phone: (559) 621-7770
Attachments:
1. Exhibit A - Term, Scope, and Compensation
2. Exhibit B - Property Description
3. Exhibit C - Insurance Requirements
4. Exhibit D - Conflict of Interest Disclosure Form
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28069030 / 18621.0011 ALL-B GSP Agt Total Fee (CAO 06-2022)
EXHIBIT D
DISCLOSURE OF CONFLICT OF INTEREST
Repair of The Ambassador inn for Low -Barrier EmergencyEmeLgency Shelter Housing
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?
4
Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with the City
❑
of Fresno, or in a business which is in litigation with the City of
Fresno?
5
Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee who
❑
has any significant role in the subject matter of this service?
6
Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with
❑
this Project?
* If the answer to any question is yes, please explain full be w.
Explanation:
❑ Additional page(s) attached.
PJ�1'11 I.///J,&
Sign ure
9-8-22
Date
Wayne Rutledge, CEO
Name
RH Community Builders LP
Company
2550 W. Clinton Avenue #142
Address
Fresno, CA 93705
City, State, Zip
28069030 / 18621.0011 ALL-B GSP Agt Total Fee (CAO 06-2022)
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EXHIBIT A
TERM, SCOPE, AND COMPENSATION
The City's acquisition of The Villa Motel is part of Project Homekey. The short-term
objective of the Villa Motel acquisition is to increase the capacity of low -barrier emergency
shelter beds to house homeless individuals currently living in areas that pose an
unacceptable level of risk to public health and safety.
The City has purchased the Villa Motel and desires to retain RH Community Builders to
repair the motel and prepare the motel for occupancy as a low -barrier emergency
homeless shelter. The Term, and Compensation to repair, and prepare the Villa Motel
for occupancy as a low -barrier homeless shelter is presented in the following sections.
1) Agreement Term. The Term of this Agreement shall be in effect until March 21,
2023, commencing on the Effective Date and ending upon completion of the Scope
of Work, The Term may be extended with the mutual consent of both parties.
2) Security Services. At all times during the Repair Project, RH Community Builders
shall maintain and pay for security personnel when construction crews and/or RH
Community Builder staff are not on site.
3) Appointment of Repair Project Manager. RH Community Builders will assign a
Repair Project Manager to serve as the point of contact with the City of Fresno to
coordinate the planning, permitting, and inspection requirements for the renovation
project. The City of Fresno will also designate a point of contact for the Repair
Project.
a) Project Schedule and Cost Estimate. Within ten (10) calendar days of the
execution of this agreement, the Repair Project Manager will provide the
City of Fresno with a preliminary schedule and cost estimate to repair The
Villa Motel and prepare it for occupancy as a low -barrier emergency
homeless shelter. It is estimated that the time required from the execution
of this agreement to receipt of occupancy permit will be approximately
seven (7) months. The schedule shall identify action items required by the
City to meet the project schedule.
b) Progress Meetings and Reports. The Repair Manager shall provide weekly
progress reports for the repair work, and the Repair Manager shall schedule
bi-weekly progress meetings with the City of Fresno.
c) Retention, Inspection and Audit of Records. The Repair Manager agrees
to maintain appropriate accounting records for all labor, materials,
equipment, supplies, and service provided to renovate The Villa Motel for
low -barrier emergency homeless shelter services. The Repair Manager
shall retain all accounting records relating to the renovation work for a
period of three (3) years. The City reserves the right to conduct an audit of
the accounting records for the renovation work any time during the three-
year period.
28069030 / 18621.0011 ALL-B GSP Agt Total Fee (CAO 06-2022)
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4) Changed Conditions. The City and RH Community Builders have visually
inspected and toured The Villa Motel to preliminarily assess the condition of the
facility and prepare preliminary cost estimates for the repair.
a) Despite the best intentions, diligence, and discipline of the City of Fresno
and RH Community Builders, changed conditions may be encountered
during the repair work and the changed conditions may require adjustments
in the work schedule or costs. RH Community Builders will provide the City
with owner -initiated change orders, as applicable.
b) When changed conditions are encountered for the repairs, the Repair
Manager will notify the City's point of contact to schedule a meeting to
review and discuss options to address the changed condition.
c) The agreed upon course of action to address the changed condition shall
be prepared in writing by the Repair Manager and submitted to the City.
d) Under no circumstances shall the Repair Manager authorize additional work
or extend the project schedule without the consent of the City of Fresno,
unless such additional work is required to mitigate an emergency situation
which requires immediate attention to avoid damage to the Property, public
property, or remedy some other health and safety condition.
5) Service Contracts. The Repairs Manager is authorized to procure contractors
using a competitive selection process to provide building trade, equipment,
materials, supplies, and other services required to repair The Villa Motel to serve
as a low -barrier emergency homeless shelter. The Repair Manager is also
authorized to utilize any existing Trade Services contracts for which RH
Community Builders has completed appropriate procurement.
a) Warranties for Workmanship and Materials. All service contracts shall
include a 12-month warranty for workmanship and materials provided for
the repairs as appropriate. Any exceptions should be provided by the City
in writing.
b) Regulatory Compliance. The Repairs Manager shall plan and execute the
renovation of The Villa Motel in compliance with, all statutes, laws, rules,
regulations, requirements, orders, notices, determinations, and ordinances
of any federal, state, or local government and appropriate agencies,
departments, commissions, or boards.
6) Compensation. The Repair Manager's compensation for the renovation work shall
be on a Cost -Plus Fixed Fee Basis.
a) Repair Management Fixed -Fee. As compensation for the project
management and administration of the repair work, RH Community Builders
shall be entitled to a Repair Management Fixed -Fee totaling $611,000. The
Management Fixed -Fee shall be payable monthly during the repair work.
The Management Fee shall be established at $87,285.71 per month. The
Repair Management Fixed -Fee is in addition to the direct and indirect costs
incurred by RH Community Builders to execute the repair work.
28069030 / 18621.0011 ALL-B GSP Agt Total Fee (CAO 06-2022)
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b) Direct and Indirect Renovation Costs. All Direct and Indirect costs will be
paid by the City of Fresno to RH Community Builders at cost. Direct costs
are actual costs paid directly by RH Community Builders to contractors,
equipment suppliers, and service providers to complete the renovation
work. Indirect costs are costs incurred by RH Community Builders for
general overhead, office expenses, and personnel costs for individuals
assigned to the repair work.
c) Payment in advance of work to begin, will be required for 50% of the agreed
upon Scope of Work and Budget for all Direct costs. Following initial
payment of 50%, all Direct and Indirect costs shall be payable upon receipt
of invoices or other documentation provided by RH Community Builders
with monthly pay applications, due and payable within 30 days.
d) Permits and Inspection Fees. The Repair Manager will be required to
ensure payment of all repair and inspection fees required to repair The Villa
Motel to serve as a low -barrier emergency homeless shelter. These
charges may be included in pay applications as Direct Costs.
e) Utility Deposits and Monthly Charges. The Repair Manager will be required
to ensure payment of all security deposit fees to initiate utility services for
The Villa Motel, and to pay monthly charges for utilities during the repair
work period. Utility services include, but are not limited to, water, sewer,
solid waste, internet, gas, and electricity. These charges may be included
in pay applications as Direct Costs.
7) Property and Liability Insurance. The City shall maintain, at its cost, property, and
liability insurance for The Villa Motel during the period when repair work is being
conducted.
8) Workers' Compensation Insurance. RH Community Builders shall ensure
compliance with all worker's compensation insurance requirements for its
employees involved in the repair work.
9) Indemnification. The repair work shall be under the control and management of
the Repair Manager.
28069030 / 18621.0011 ALL-B GSP Agt Total Fee (CAO 06-2022)
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EXHIBIT B
Property Description
Legal Description
For APN/Parcel ID(s): 449-231-11
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FRESNO, COUNTY OF FRESNO,
STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
THE EAST 114 OF THE WEST 1/2 OF THE EAST 1/2 OF LOT 99 OF ROEDING VILLA COLONY, IN THE CITY
OF FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF
RECORDED DECEMBER 5, 1902 IN BOOK 2, PAGE 43 OF RECORD OF SURVEYS, FRESNO COUNTY
RECORDS.
2806903vl / 18621.0011 ALL-B GSP Agt Total Fee (CAO 06-2022)
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EXHIBIT C
INSURANCE REQUIREMENTS
Service Agreement between City of Fresno (City)
and RH Community Builders LP (Service Provider)
Repair of The Villa Motel for Low -Barrier Emergency Shelter Housing
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage
arising out of your business operations. The Commercial General Liability
policy shall be written on an occurrence form and shall provide coverage for
"bodily injury," "property damage" and "personal and advertising injury" with
coverage for premises and operations (including the use of owned and non -
owned equipment), products and completed operations, and contractual
liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under
"Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00
01, providing liability coverage arising out of the ownership, maintenance or
use of automobiles in the course of your business operations. The
Automobile Policy shall be written on an occurrence form and shall provide
coverage for all owned, hired, and non -owned automobiles or other licensed
vehicles (Code 1- Any Auto). If personal automobile coverage is used, the
City, its officers, officials, employees, agents, and volunteers are to be listed
as additional insureds.
3. Workers' Compensation insurance as required by the State of California
and Employer's Liability Insurance.
MINIMUM LIMITS OF INSURANCE
Service Provider, or any Party the Service Provider subcontracts with, shall maintain limits
of liability of not less than those set forth below. However, insurance limits available to
City, its officers, officials, employees, agents, and volunteers as additional insureds, shall
be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) 1,000,000 aggregate for products and completed operations; and,
(iv) $1,000,000 general aggregate applying separately to the work
performed under the Agreement.
28069030 118621.0011 ALL-B GSP Agt Total Fee (CAO 06-2022)
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Z COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
OR*
PERSONAL AUTOMOBILE LIABILITY insurance with limits of liability not
less than:
(i) $100,000 per person;
(ii) $300,000 per accident for bodily injury; and,
(iii) $50,000 per accident for property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
UMBRELLA OR EXCESS INSURANCE
In the event Service Provider purchases an Umbrella or Excess insurance policy(ies) to
meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and
afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis
for the benefit of the City, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
Service Provider shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and Service Provider shall also be responsible for
payment of any self -insured retentions. Any deductibles or self -insured retentions must
be declared on the Certificate of Insurance, and approved by, the City's Risk Manager or
designee. At the option of the City's Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self -insured
retentions as respects City, its officers, officials, employees, agents,
and volunteers; or
(ii) Service Provider shall provide a financial guarantee, satisfactory to
City's Risk Manager or designee, guaranteeing payment of losses
and related investigations, claim administration and defense
expenses. At no time shall City be responsible for the payment of
any deductibles or self -insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liabilit and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. City, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds. Service Provider shall establish additional
insured status for the City and for all ongoing and completed operations by
28069030 / 18621.0011 ALL-B GSP Agt Total Fee (CAO 06-2022)
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use of ISO Form CG 20 10 11 85 or both CG 20 10 10 01 and
CG 20 37 10 01 or by an executed manuscript insurance company
endorsement providing additional insured status as broad as that contained
in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection
afforded to City, its officers, officials, employees, agents, and volunteers.
Any available insurance proceeds in excess of the specified minimum limits
and coverage shall be available to the Additional Insured.
3. For any claims related to this Agreement, Service Provider's insurance
coverage shall be primary insurance with respect to the City, its officers,
officials, employees, agents, and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees, agents,
and volunteers shall be excess of Service Provider's insurance and shall
not contribute with it. Service Provider shall establish primary and non-
contributory status by using ISO Form CG 20 01 04 13 or by an executed
manuscript insurance company endorsement that provides primary and
non-contributory status as broad as that contained in ISO Form CG
2001 0413.
The Workers' Compensation insurancepp/icy is to contain, or be endorsed to contain, the
following provision: Service Provider and its insurer shall waive any right of subrogation
against City, its officers, officials, employees, agents, and volunteers.
All policies of insurance required herein shall be endorsed to provide that the coverage
shall not be cancelled, non -renewed, reduced in coverage or in limits except after thirty
calendar days' written notice by certified mail, return receipt requested, has been given
to City. Service Provider is also responsible for providing written notice to the City under
the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice
of cancellation, non -renewal, or reduction in coverage or in limits, Service Provider shall
furnish City with a new certificate and applicable endorsements for such policy(ies). In
the event any policy is due to expire during the work to be performed for City, Service
Provider shall provide a new certificate, and applicable endorsements, evidencing
renewal of such policy not less than fifteen calendar days' prior to the expiration date of
the expiring policy.
VERIFICATION OF COVERAGE
Service Provider shall furnish City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements
are to be received and approved by the City's Risk Manager or designee prior to City's
execution of the Agreement and before work commences. All non -ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of City, Service Provider shall immediately furnish City with a
complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the underwriter to be a true and correct copy of
the original policy. This requirement shall survive expiration, or termination of this
Agreement.
28069030 / 18621.0011 ALL-B GSP Agt Total Fee (CAO 06-2022)
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EXHIBIT D
DISCLOSURE OF CONFLICT OF INTEREST
Repair of The Villa Motel for Law -Barrier Emergency Shelter Housin
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?
4
Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with the City
❑
❑
of Fresno, or in a business which is in litigation with the City of
Fresno?
5
Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee who
❑
❑
has any significant role in the subject matter of this service?
6
Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with
❑
❑
this Project?
* If the answer to any question is yes, please explain in full below.
Explanation:
,1 Additional page(s) attached.
Signature
Date
Name
Company
Address
City, State, Zip
28069030 / 18621.0011 ALL-B GSP Agt Total Fee (CAO 06-2022)
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