HomeMy WebLinkAboutWest Fresno Family Resource Center, Service Agreement, Annadale Ave, 08-11-2022SERVICE AGREEMENT
CITY OF FRESNO, CALIFORNIA 1
THIS AGREEMENT is made and entered into effect on��
by and between the CITY OF FRESNO, a California municipal corporation (City), and
West Fresno Health Care Coalition doing business as the West Fresno Family Resource
Center, a California non-profit organization (Service Provider) for community services at
Mary Ella Brown Community Center (Center), located at 1350 E. Annadale Ave, Fresno,
CA 93706.
RECITALS
WHEREAS, City desires to obtain community services for the public purposes of
recreation, economic empowerment, health and wellness, entrepreneurship, educational
advancement and support for at -risk youth and families (Project); and
WHEREAS, Service Provider is engaged in the business of furnishing such
services as a non-profit corporation with the mission to "empower and support the West
Fresno Community to achieve optimal health and well-being" and hereby represents that
it desires to and is professionally and legally capable of performing the services called for
by this Agreement; and
WHEREAS, Service Provider acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107; and
WHEREAS, this Agreement will be administered for City by its PARCS Director
(Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and premises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. Scope of Services. Service Provider shall perform to the satisfaction of City
the services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A. Service
Provider acknowledges and agrees that any religious, political, or any other activity,
fundraiser or special event held outside the scope of services provided pursuant to this
agreement is subject to a separate rental/special event agreement to be executed by
Service Provider and City.
2. Term of Agreement and Time for Performance. This Agreement shall be
effective from the date first set forth above (Effective Date) and shall continue in full force
and effect through June 30, 2024 (Term), subject to any earlier termination in accordance
with this Agreement. No extensions will be available upon the conclusion of this
agreement. The services of Service Provider as described in Exhibit A are to commence
upon the Effective Date and shall be completed in a sequence assuring expeditious
completion, but in any event, all such services shall be completed prior to expiration of
this Agreement and in accordance with any performance schedule set forth in Exhibit A.
3. Compensation -
(a) Service Provider shall have the right to use and operate
programming out of the center for an annual rent payment of $1 due to the City each year
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on October 1 in exchange of the satisfactory performance of all services required or
rendered pursuant to this Agreement. Service Provider shall not be entitled to any
additional payment or fees.
(b) The right to use and operate programming out of the center without
payment of full fair market value rent conveys a valuable benefit. City intends to grant
use of certain recreational facilities, such as the Center, to nonprofits on the condition that
the Service Provider will provide "Community Services." "Community Services" are
broadly defined as including programs, services and activities for all ages that are
consistent with the City's Parks, After School, Recreation and Community Services
Department (PARCS) mission statement: through our dynamic and dedicated staff, we
enhance the quality of life for the community by providing: safe, clean, accessible parks
and community centers offering diverse programs and recreational activities and fostering
meaningful community partnerships. Community Services are outlined in detail in Exhibit
A.
(c) City retains the responsibility to manage scheduling of space rentals,
reservations and events at the Center, and to collect and retain all fees associated with
events and/ or space rental, in accordance with the rates contained within the City of
Fresno Master Fee Schedule at the time of scheduling.
(d) The City reserves the right to revisit space allocation within the facility at
any time during this agreement. City to provide Service Provider 30-days written
notice prior to reallocating space when feasible.
(e) Any change in the scope of services must be made by written
amendment to the Agreement signed by an authorized representative for each party.
Service Provider shall not be entitled to any additional compensation if services are
performed prior to a signed written amendment. Any amendment to the Agreement may
be subject to Council approval.
4. Termination Remedies and Force Ma'eure.
(a) This Agreement shall terminate without any liability of City to Service
Provider upon the earlier of : (i) Service Provider's filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third
party against Service Provider; (ii) seven calendar days', but may provide up to ninety
days based on its sole discretion, prior written notice with or without cause by City to
Service Provider; (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) Immediately upon any termination or expiration of this Agreement,
Service Provider shall (i) immediately stop all work hereunder; (ii) immediately cause any
and all of its subcontractors to cease work; and (iii) return to City any and all unearned
payments and all properties and materials in the possession of Service Provider that are
owned by City. Subject to the terms of this Agreement, Service Provider shall be paid
compensation for services satisfactorily performed prior to the effective date of
termination. Service Provider shall not be paid for any work or services performed or
costs incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of Service Provider to
satisfactorily perform in accordance with the terms of this Agreement, City may withhold
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an amount that would otherwise be payable as an offset to, but not in excess of, City's
damages caused by such failure. In no event shall any payment by City pursuant to this
Agreement constitute a waiver by City of any breach of this Agreement which may then
exist on the part of Service Provider, nor shall such payment impair or prejudice any
remedy available to City with respect to the breach.
(d) Upon any breach of this Agreement by Service Provider, City 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. If it is determined that City improperly terminated this
Agreement for default, such termination shall be deemed a termination for convenience.
(e) Service Provider shall provide City with adequate written assurances
of future performance, upon Administrator's request, in the event Service Provider fails to
comply with any terms or conditions of this Agreement.
(f) Service Provider shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of Service Provider and without
its fault or negligence such as, acts of God or the public enemy, acts of City in its
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe weather, and delays of common carriers. Service Provider shall notify
Administrator 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 Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by
Service Provider pursuant to this Agreement shall not be made available to any individual
or organization by Service Provider without the prior written approval of the Administrator.
During the term of this Agreement, and thereafter, Service Provider shall not, without the
prior written consent of City, disclose to anyone any Confidential Information. The term
Confidential Information for the purposes of this Agreement shall include all proprietary
and confidential information of City, including but not limited to business plans, marketing
plans, financial information, materials, compilations, documents, instruments, models,
source or object codes and other information disclosed or submitted, orally, in writing, or
by any other medium or media. All Confidential Information shall be and remain
confidential and proprietary in City.
(b) Any and all writings and documents prepared or provided by Service
Provider pursuant to this Agreement are the property of City at the time of preparation
and shall be turned over to City upon expiration or termination of the Agreement. Service
Provider shall not permit the reproduction or use thereof by any other person except as
otherwise expressly provided herein.
(c) If Service Provider should subcontract all or any portion of the
services to be performed under this Agreement, Service Provider shall cause each
subcontractor to also comply with the requirements of this Section 5.
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(d) This Section 5 shall survive expiration or termination of this
Agreement.
6. Level of Skill. It is further mutually understood and agreed by and between
the parties hereto that inasmuch as Service Provider represents to City that Service
Provider and its 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 Service Provider and
its subcontractors, if any, to do and perform such services in a skillful manner and Service
Provider 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
Service Provider or any subcontractors from said industry and professional standards.
7. Indemnification. To the furthest extent allowed by law, Service Provider
shall indemnify, hold harmless and defend 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 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 Service Provider, its principals, officers, employees, agents, or
volunteers in the performance of this Agreement.
If Service Provider should subcontract all or any portion of the services to be
performed under this Agreement, Service Provider 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.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, Service Provider shall pay for
and maintain in full force and effect all insurance as required in Exhibit B, 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 B 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,
Service Provider 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 Service Provider 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 Service Provider of its responsibilities under this
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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 Service Provider shall not be
deemed to release or diminish the liability of Service Provider, 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 Service Provider. Approval or purchase of any insurance contracts or
policies shall in no way relieve from liability nor limit the liability of Service Provider, its
principals, officers, agents, employees, or persons under the supervision of Service
Provider, vendors, suppliers, invitees, consultants, sub -consultants, subcontractors, or
anyone employed directly or indirectly by any of them.
(d) 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.
(e) If Service Provider should subcontract all or any portion of the
services to be performed under this Agreement, Service Provider 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 Service Provider and City prior to the
commencement of any services by the subcontractor. Service Provider 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.
9. Conflict of Interest and Non -Solicitation.
(a) Prior to City's execution of this Agreement, Service Provider shall
complete a City of Fresno conflict of interest disclosure statement in the form as set forth
in Exhibit C. During the term of this Agreement, Service Provider shall have the
obligation and duty to immediately notify City in writing of any change to the information
provided by Service Provider in such statement.
(b) Service Provider 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, Service Provider shall provide a written opinion
of its legal counsel and that of any subcontractor that, after a due diligent inquiry, Service
Provider and the respective subcontractor(s) are in full compliance with all laws and
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regulations. Service Provider 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, Service Provider shall
immediately notify City of these facts in writing.
(c) In performing the work or services to be provided hereunder, Service
Provider 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, 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) Service Provider 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) Service Provider 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, Service Provider shall remain responsible
for complying with Section 9(a), above.
(f) If Service Provider should subcontract all or any portion of the work
to be performed or services to be provided under this Agreement, Service Provider shall
include the provisions of this Section 9 in each subcontract and require its subcontractors
to comply therewith.
(g) This Section 9 shall survive expiration or termination of this
Agreement.
10. Recycling Program. In the event Service Provider maintains an office or
operates a facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, Service Provider at its sole cost and expense
shall:
(a) Immediately establish and maintain a viable and ongoing recycling
program, approved by City's Solid Waste Management Division, for each office and
facility. Literature describing City recycling programs is available from City's Solid Waste
Management Division and by calling City of Fresno Recycling Hotline at (559) 621-1111.
(b) Immediately contact City's Solid Waste Management Division at
(559) 621-1452 and schedule a free waste audit, and cooperate with such Division in their
conduct of the audit for each office and facility.
(c) Cooperate with and demonstrate to the satisfaction of City's Solid
Waste Management Division the establishment of the recycling program in paragraph
(i) above and the ongoing maintenance thereof.
11. 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 Service Provider's expenses pertaining to the Project
shall be kept on a generally recognized accounting basis and shall be available to City or
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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
Service Provider 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 Service
Provider should subcontract all or any portion of the services to be performed under this
Agreement, Service Provider shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 11(b) shall survive expiration or termination
of this Agreement.
(c) No subcontracting shall occur without prior written approval from the
PARCS Director. Service Provider is not authorized to lease any space within the facility
to other entities.
(d) Prior to execution of this Agreement by City, Service Provider shall
have provided evidence to City that Service Provider is licensed to perform the services
called for by this Agreement (or that no license is required). If Service Provider should
subcontract all or any portion of the work or services to be performed under this
Agreement, Service Provider shall require each subcontractor to provide evidence to City
that subcontractor is licensed to perform the services called for by this Agreement (or that
no license is required) before beginning work.
(e) Service Provider agrees that any and all personnel, either paid or
volunteer, whom Service Provider utilizes in conducting the Program, shall be qualified to
perform the duties assigned to them. All Center personnel shall be neatly attired and
shall conduct themselves at all times in a courteous and businesslike manner.
12. Nondiscrimination. To the extent required by controlling federal, state and
local law, Service Provider shall not employ discriminatory practices in the 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, Service Provider agrees as follows:
(a) Service Provider 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) Service Provider 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. Service
Provider 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
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orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such
requirement shall apply to Service Provider's 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. Service Provider agrees to post in
conspicuous places, available to employees and applicants for employment, notices
setting forth the provision of this nondiscrimination clause.
(c) Service Provider will, in all solicitations or advertisements for
employees placed by or on behalf of Service Provider 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) Service Provider 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 such labor union or workers' representatives of Service
Provider's commitment under this section and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
(e) If Service Provider should subcontract all or any portion of the
services to be performed under this Agreement, Service Provider shall cause each
subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, Service Provider
is acting solely as an independent contractor. Neither Service Provider, 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 Service Provider shall perform its
work and functions. However, City shall retain the right to administer this Agreement so
as to verify that Service Provider is performing its obligations in accordance with the terms
and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture
between Service Provider and City. Service Provider shall have no authority to bind City
absent City's express written consent. Except to the extent otherwise provided in this
Agreement, Service Provider shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, Service Provider
and its officers, agents, and employees shall have absolutely no right to employment
rights and benefits available to City employees. Service Provider 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,
Service Provider shall be solely responsible, indemnify, defend and save City harmless
from all matters relating to employment and tax withholding for and payment of Service
Provider's 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,
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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, Service Provider may be providing services to
others unrelated to City or to this Agreement.
14. 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.
15. Binding. Subject to Section 16, 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.
16. Assignment.
(a) This Agreement is personal to Service Provider and there shall be
no assignment by Service Provider of its rights or obligations under this Agreement
without the prior written approval of the City Manager or designee. Any attempted
assignment by Service Provider, its successors or assigns, shall be null and void unless
approved in writing by the City Manager or designee.
(b) Service Provider hereby agrees not to assign the payment of any
monies due Service Provider 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 all monies
due Service Provider directly to Service Provider.
17. Compliance With Law.
(a) In providing the services required under this Agreement, Service
Provider 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.
(b) Without limitation of any other provision herein, if the services
provided hereunder (i) involve direct contact with minors or if minors are supervised as
part of the services provided hereunder, or (ii) if services provided hereunder include
services in the human services field and involve the care and security of children, the
elderly, the disabled, or the mentally impaired, then Service Provider represents and
warrants to City that prior to services being provided hereunder by any personnel or
volunteers retained by Service Provider that the Service Provider has or will conduct a
criminal background check as provided in California Penal Code Section 11105.3, as well
as an FBI criminal database background check and, has or will verify prior to services
being provided that the personnel or volunteers do not have any criminal record for the
offenses listed in California Penal Code Section 11105.3, which include, certain offenses
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related to the possession or use of controlled substances, sex offenses or any criminal
offense involving violence.
(c) Service Provider shall comply with the provisions of the Child Abuse
and Neglect Reporting Act, California Penal Code Section 11164 et seq.
(d) Service Provider shall request subsequent arrest service from the
Department of Justice as provided under Section 11105.2 of the Penal Code.
(e) No person whether paid or not paid by Service Provider shall be
permitted to provide services described in this Agreement unless, prior to commencing
services hereunder, Service Provider shall deliver a letter to City listing such person and
certifying that the Service Provider has conducted a proper background check on such
person or persons, and each of the named persons is legally permitted to perform the
services described in this Agreement. If requested by City during the term of this
Agreement, Service Provider shall provide an updated certification letter verifying that the
background checks for each of the named persons is current and in compliance with this
provision
18. 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.
19. 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.
20. 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.
21. Severabiiity. The provisions of this Agreement are severable. The
invalidity, or unenforceability of any one provision in this Agreement shall not affect the
other provisions.
22. 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.
23. 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.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by
the reference, incorporated into and made a part of this Agreement.
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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:
a, -on Aguirr , Directo
PARCS
APPROVED AS TO FORM:
RINA M. GONZALES
Interim City Attorney
Kristi M. Costa Date
Senior Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
Addresses:
City:
City of Fresno
Attention: Aaron Aguirre, Director
1515 E. Divisadero Street
Fresno, CA 93721
Phone: (559) 621-2900
Yolanda Randles,
West Fresno Healthcare Coalition dba
West Fresno Family Resource Center
Name: f
Title: s-<f C d- F Z
(If corporation or LLC., CFO, easurer,
Secretary or Assistant Secretary)
Service Provider:
West Fresno Family Resource Center
Attention: Yolanda Randles, Executive
Director
1802 E. California
Fresno, CA 93706
Phone: (559) 621-2967
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
4. Exhibit D - Inventory
5. Exhibit E — Floorplan/Office Space
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25. 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.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
27. 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.
28. 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 Service Provider.
29. The City Manager, or designee, is hereby authorized and directed to
execute and implement this Agreement. The previous sentence is not intended to
delegate any authority to the City Manager to administer the Agreement, any delegation
of authority must be expressly included in the Agreement.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
Page 11 of 30
EXHIBIT A
SCOPE OF SERVICES
Service Agreement between City of Fresno
and West Fresno Family Resource Center
Mary Ella Brown Community Services
SECTION 1. COMMUNITY PROGRAMMING SERVICES
Minimum programming requirements are based on Service Provider's core services.
Service Provider shall, at a minimum, provide the following:
A. ACADEMIC SUPPORT, including but not limited to:
1. After -School and Out of School tutoring and homework assistance
2. Computer lab access
3. Student support for participation in school sports and extra -curricular
activities
4. Support for families seeking English as a Second Language (ESL), General
Education Development (GED) or higher education opportunities
5. Little Library
B. COMMUNITY SERVICE OPPORTUNITIES, including but not limited to:
1. Provide opportunities designed to nurture and develop volunteerism,
including neighborhood clean ups
2. Parenting skills and education
3. Youth/parent leadership
4. Community advocacy skills
C. FAMILY AND NEIGHBORHOOD SUPPORT. including but not limited to:
1. Information and referral services
2. Provision of resources and programs to support physical and mental health
of family and community including parenting and life skills training; health
and wellness programs; drug and alcohol awareness and prevention
3. Entrepreneurship opportunities
4. Health insurance information and enrollment assistance
5. Active lifestyle opportunities/exercise for all ages
Page 13 of 31
6. Enrollment information for families seeking employment assistance,
childcare assistance and pre-K/preschool enrollment
D. RECREATION EVENTS AND ACTIVITIES, in coordination with PARCS, including
but not limited to:
1. Indoor/outdoor games and activities
2. Community gardening
3. Cultural or holiday themed events and activities
4. Therapeutic recreation
5. Sports for all ages
6. Links or bridges for neighborhood youth and families with local law
enforcement efforts
7. Local neighborhood school activities and events
8. Faith -based and cultural community events and activities exposing youth
and families to a wide array of opportunities and community -building
experiences
E. SENIORS, including but not limited to:
1. Senior education and lifestyle activities focused on improving health
outcomes which complement the senior hot meal program.
2. Information and referral resources related to programs, events,
opportunities and activities for community residents 55+.
F. No fees may be charged for the Minimum Program Requirements set forth in
Paragraph C of this Section. Service Provider may charge fees for participation in
approved community serving programming beyond the minimum program
requirements. For all programs for which a fee will be charged, Service Provider
must submit a detailed description of the program to the Director via
PARCSContracts@Fresno.gov at least thirty (30) days prior to the initiation of the
program. City reserves the right to disallow any fees assessed for participation in
Service Provider programs and activities which the City deems to be excessive or
inconsistent with the mission of the PARCS Department. Service Provider is herein
authorized to retain such collected fees for Service Provider use in meeting
programming and operational expenses for community serving programs at the
Center.
SECTION 2. HOURS OF OPERATION AND STAFFING
A. Service Provider shall operate the Center at a minimum every Monday through
Friday from 9:OOam to 4:OOpm with recreational and/or enrichment activities
geared toward school aged children from the surrounding neighborhoods offered
during those hours.
B. Service Provider shall notify the Director a minimum of two weeks in advance of
any short-term or temporary reduction in the hours of operation lasting two weeks
Page 14 of 31
or less in duration. The notice shall include the duration of the reduction and the
reason for the reduction. For unforeseen reductions in the hours of operation,
Service Provider shall notify the Director as soon as reasonably possible.
C. Any request to permanently alter minimum hours of operation shall be submitted
to the Director a minimum of (60) sixty calendar days in advance for review. The
request shall include the reason for the reduction in operating hours, the proposed
revised minimum hours of operation and the proposed date the reduction would
become effective.
D. Service Provider's operational obligations shall include reasonable staffing of the
Center and operating the Community Service Program(s) in a manner satisfactory
to City. Service Provider agrees that a minimum of two (2) staff members shall be
on the Center premises during all hours of operation. City agrees to provide staff
to collaborate on special events as resources and budget appropriations permit.
SECTION 3. USE OF FACILITIES AND EQUIPMENT
A. City grants permission to Service Provider to conduct the Program during the
term of the Agreement, and pursuant to the terms of this Agreement.
B. The use of the Center by Service Provider shall not be exclusive, and City shall
have the right at all times to enter upon the Center for any purpose and to use
the same for any purpose not inconsistent with Service Provider's obligations
hereunder.
C. Service Provider shall not pay facility use fees to City for Service Provider's
Community Service Program activities which have been expressly approved by
City, subject to the provisions of this Agreement, provided that other costs and
charges as set forth herein, may apply.
D. Service Provider shall have access to the outdoor spaces around the Center;
however, paid reservations made through the City for the use of the outdoor
spaces shall be given first priority.
E. City shall coordinate with Service Provider prior to approving any private or
community facility reservations to mitigate any potential conflict. Service
Provider shall provide a list of dates/times for facility reservation requests to the
site supervisor or designee on a quarterly basis. Reservations will be prioritized
for City programming including Senior Enrichment and Afterschool
Programming.
F. Service Provider shall report any vandalism, suspicious or illegal behavior or
activity at the Center or surrounding grounds to appropriate authorities via
emergency 911 or non -emergency Police hotline (559) 621-7000 as
appropriate. Reporting of any graffiti at or affecting the Center should be
submitted using "311" or FresGO mobile app as appropriate.
G. Service Provider understands and agrees that the permission granted herein
by the City to Service Provider to use and occupy the Center is contingent upon
the Center being City -owned property. If, at any time during the term of this
Agreement, the Center should no longer be City -owned property or should
become unsafe or unusable for any cause or if City terminates for any other
Page 15 of 31
reason, City shall have no obligation to provide other facilities. Service Provider
further affirms and acknowledges that Service Provider has no relocation rights
with respect to the Center or the Program if this Agreement is terminated for
any reason.
H. City may agree to make available to Service Provider, at City's sole discretion,
certain City -owned equipment and furnishings for Service Provider's use in the
conduct of the Program. An inventory of such City -owned equipment and
furnishings in the Center as of the effective date of this Agreement is included
in Exhibit D. Service Provider agrees to maintain all City equipment and
furnishings applicable to this provision in good condition and safe working
order, and to return same to City in the same condition as when received by
Service Provider, reasonable wear and tear excepted. Service Provider will be
responsible for the repair or replacement, at City's sole election, for any and all
damage to City -owned equipment that is beyond reasonable wear and tear.
The use of City equipment for other purposes outside the scope of this
agreement is not permissible. City to inventory equipment on an annual basis.
Any damage or theft of equipment should be reported to the City in a timely
manner.
I. Service Provider shall have use of office space as indicated in Exhibit E.
The City reserves the right to revisit space allocation within the facility based
on community needs.
J. Service Provider shall not commit, or suffer to be committed, any waste upon
the Center, or any public or private nuisance.
K. City shall install the little library in a location that meets City ordinances and
policies. Service Provider shall maintain the little library in good condition and
safe working order. Service Provider will be responsible for the repair or
replacement for any damage or vandalism to the little library, beyond
reasonable wear and tear, within 30 days of damage or vandalism.
SECTION 4. UTILITIES, MAINTENANCE AND JANITORIAL
A. City will pay for gas, electricity, water, sewer, and garbage.
B. City agrees to provide outside garbage and refuse containers at the Center for
the deposit of refuse collection services.
C. City shall be responsible for janitorial service and semi-annual deep clean
services at the Center.
D. Service Provider shall provide minor janitorial maintenance of the Center which
includes, at a minimum, keeping work stations and shared areas clean, tidy and
free of clutter and debris, cleaning up after Service Provider organized
events/activities and spot cleaning as needed. Additionally, all walkways shall
be kept free of debris and all potential hazards.
E. Routine repairs that are the result of normal wear and tear on the facility shall
be reported to 621-CITY, '311', or through the FresGo app, as appropriate.
Page 16 of 31
F. City shall be responsible for maintaining all landscaping at the Center and
surrounding grounds.
G. Service Provider shall make no alteration or change in any manner to the
Center or the surrounding grounds, including electrical, gas or plumbing
equipment or facilities. If Service Provider desires to alter, modify, change or
relocate any utility, equipment, or facilities or of any part or portion of the
Center, such action shall be subject to the prior written approval of City and the
costs thereof shall be borne by Service Provider.
H. Service Provider has inspected the Center and agrees to use and occupy the
Center in an "as -is" condition as of the date of this Agreement. Any
maintenance or repairs required as a result of misuse or negligence of Service
Provider (including Service Provider's agents, subcontractors, invitees, and
employees) shall be noticed in writing and corrected within thirty (30) calendar
days by Service Provider. Service Provider may make arrangements for City
to make necessary repairs at Service Provider's sole cost and expense. Failure
to complete said repairs within the specified time period may be grounds for
termination.
I. The Service Provider shall hold the City harmless against claims if the City
determines that it must temporarily shut down the Center to perform major
system repairs.
J. City shall be responsible for structural, equipment repair and other long term
capital repairs of the Center, except to the extent such repair may be caused
by the misconduct or negligent actions or omissions of Service Provider or
Service Provider's invitees. Service Provider shall report all necessary facility
maintenance and repairs to City in a timely manner. City shall conduct
preventative maintenance in a manner consistent with the majority of other
similar City community Center facilities. Enhanced maintenance requested by
Service Provider above the City's minimum levels of service are subject to
City's approval.
K. No alterations or improvements, including capital improvements and
installations of additional phone lines, T1 lines, electrical lines, security
systems, or changing of locks and keys, shall be made to the Center without
the City's prior written approval. If the City provides written approval, the
Service Provider shall be responsible for obtaining all City permits through the
appropriate City of Fresno Department necessary for the construction of any
alterations or improvements. Service Provider will be responsible for meeting
all permit requirements at no cost to the City.
SECTION 5. REPORTING REQUIREMENTS
A detailed reporting template will be provided by the City.
A. Quarterly:
1. A location -specific program calendar shall be submitted to City and
continuously posted for public display at the Center.
Page 17 of 31
2. Submit a report regarding performance of each Program offered at the
site, including:
Name of Program:
Type of Reach (in -person, social media impressions, online, etc.):
Reach Data
Estimated number of unique individuals served for
youth (<18).
Estimated number of unique individuals served for
adults (18-54).
Estimated number of unique individuals served for
seniors (55+).
Community
participants.
event names, dates and number of
Month 1 I Month 2 1 Month 3
B. Annually:
1. *A draft annual program plan for City's approval.
2. *An organizational chart with a list of staff employees by title and work
location.
3. *A list of volunteers.
4. *Names and addresses of current members of the Board of Directors.
5. *A CPA compiled annual financial report including sources of funding
and any constraints on receivable or received funds.
6. Proof that services are still available and quantitative reports of services
provided during the preceding year.
7. *Proof of Insurance as set forth in Exhibit B.
8. *Proof of background clearances for staff and volunteers.
9. *TB Clearance - Service Provider expressly acknowledges and certifies
that all employees or volunteers that shall come into contact with
children have submitted to an examination to determine that they are
free of active tuberculosis, or has on file, such determination that is still
current and not expired.
10.*COVID-19 Prevention Program Reopening Plan — Plan should include
protocols for evaluations identifying COVID-19 hazards, screening for
symptoms, exposures, risk reduction measures, physical distancing,
face coverings, Personal Protective Equipment, hand sanitizer and
Page 18 of 31
hand washing, liability waivers, reporting and record keeping of COVID-
19 cases, etc.
11. *Proof of food safety and food handling licenses and certificates
12. Annual report which includes:
a. Quantitative and qualitative examples of the core services
provided, their reach, impact and partnerships.
b. Community event names, dates and number of participants.
c. Photos
C. As Modified:
1. Provide City with a list of volunteer and paid staff, as well as job
descriptions of all volunteer and paid positions.
2. For all programs for which a fee will be charged, Service Provider must
submit a detailed description of the program to the Director at least
thirty (30) days prior to the initiation of the program.
D. As Required:
1. Staff shall attend meetings as required or requested by City or Director.
* Note: Asterisk designates items that are first due prior to Agreement commencement
date.
Page 19 of 31
EXHIBIT B
INSURANCE REQUIREMENTS
Service Agreement between City of Fresno (City)
and West Fresno Family Resource Center (Service Provider)
Mary Ella Brown Communitv Services
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.
4. Professional Liability (Abuse & Molestation) Insurance that insures against
liability arising out of the bodily injury, personal injury, and third -party
property damage occurring because of the wrongful or negligent acts
attributable to the institution. This coverage should protect against a wide
range of potential claims, including but not limited to athletics, alcohol,
assault, verbal or physical abuse, campus crime, sexual molestation and
other sexual misconducts.
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:
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) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
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.
5. Professional Liability (Abuse & Molestation):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
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 to on the Certificate of Insurance, and approved by, the
CITY'S Risk Manager or his/her designee. At the option of the CITY'S Risk Manager or
his/her 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 his/her 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 Liability and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
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 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 relating 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 20 01 04 13.
4. Should any of these policies provide that the defense costs are paid within
the Limits of Liability, thereby reducing the available limits by defense costs,
then the requirement for the Limits of Liability of these polices will be twice
the above stated limits.
The Workers' Compensation insurance policy 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.
If the Professional Liability Abuse & Molestation insurance policy is written on a claims -
made form:
The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by SERVICE PROVIDER.
2. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of the Agreement work or
termination of the Agreement, whichever occurs first, or, in the alternative,
the policy shall be endorsed to provide not less than a five (5) year discovery
period.
3. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of
the Agreement or the commencement of work by SERVICE PROVIDER,
SERVICE PROVIDER must purchase "extended reporting" coverage for a
minimum of five (5) years completion of the Agreement work or termination
of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for
review.
5. These requirements shall survive expiration or termination of the
Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage
shall not be cancelled, non -renewed, reduced in coverage or in limits except after thirty
(30) calendar days written notice 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 (15)
calendar days prior to the expiration date of the expiring policy.
Should any of the required policies provide that the defense costs are paid within the
Limits of Liability, thereby reducing the available limits by any defense costs, then the
requirement for the Limits of Liability of these polices will be twice the above stated limits.
The fact that insurance is obtained by SERVICE PROVIDER shall not be deemed to
release or diminish the liability of SERVICE PROVIDER, including, without limitation,
liability under the indemnity provisions of this Agreement. The policy limits do not act as
a limitation upon the amount of indemnification to be provided by SERVICE PROVIDER.
Approval or purchase of any insurance contracts or policies shall in no way relieve from
liability nor limit the liability of SERVICE PROVIDER, its principals, officers, agents,
employees, persons under the supervision of SERVICE PROVIDER, vendors, suppliers,
invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or
indirectly by any of them.
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 his/her
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.
SUBCONTRACTORS
If SERVICE PROVIDER subcontracts any or all of the services to be performed under
this Agreement, SERVICE PROVIDER 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, SERVICE PROVIDER 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.
DocuSign Envelope ID: 45COA4C9-6203-4ADA-AAC3-733D3814AACE
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Mary Ella Brown Community Services
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
❑
12
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
❑
V
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
❑
x❑
this Project?
* If the answer to any question is yes, please explain in full below.
Dccuftned by:
Explanation:
❑ Additional page(s) attached.
Signature
8/2/2022
Date
Yolanda Randles
Name
West Fresno Family Resource Center
Company
West Fresno Family Resource Center
Address
1350 E Annadale Ave Fresno, Ca 93706
City, State, Zip
EXHIBIT D
FACILITY INVENTORY
City of Fresno Equipment as of 6/17/2022
Main Office (utilized by West Fresno):
Water Refill Station attached to wall near kitchen Paper towel dispensers in kitchen and
restrooms
Room next to Head Start (used to be the library):
15 partition panels (currently used to make 6 cubicles)
2 paper towel dispensers (one in restroom and one in bath way leading to bathroom)
Computer Lab:
Tech Tower (large cabinet that houses wiring)
Entrance into Social Hall:
2 brown storage cabinets with 2 storage hutches
Rec Office:
1 brown file cabinet
2 desks
2 office chairs
1 office phone
1 refrigerator
3 large metal storage cabinets
1 small metal table
Pool stick rack on wall with pool sticks
1 metal storage rack with shelves
1 bulletin board
1 whiteboard
Senior Program Kiln Room:
1 small tv with a 2-shelf rolling cart
3 round tables
7 metal storage racks
3 small rolling carts
1 skutt kiln
2 small kilns
1 small rolling 2 drawer file cabinet
Kitchen:
1 warming table
1 small refrigerator
2 microwaves
Social Hall:
1 desk
1 rolling metal cart - Rec
1 large flat screen tv - Rec
1 bookshelf
1 bulletin board
1 whiteboard
1 foosball table
1 ping pong tabletop (resting on base of old pool table)
1 pool table
1 round table
10 long tables
57 chairs (cushioned)
6 plastic chairs
1 extra ping pong top
Hallway near bathrooms:
1 Bingo Board (laying on top of SHM cabinets)
Senior Program Storage Room:
2 metal storage racks
1 rolling cart
1 bingo machine
3 round tables
EXHIBIT E
OFFICE SPACE & MARY ELLA BROWN FLOORPLAN
Building 1 SPACE ALLOCATION FOR BUILDING 1: Service Provider may utilize space
#1 —10, and shared space 11.
Office Office Office a
WAIT i N - -
WoNie
Office, �_ �: to r
j Storage
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' iii Kitchen/Copy/5t,orage', ::
SPACE ALLOCATION FOR BUILDING 2: Service Provider may utilize space #1 — 6
SPACE ALLOCATION FOR BUILDING 3: Service Provide may utilize shared space #2
— 3. City of Fresno to utilize room number 1.
Buildii
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V
/
/
/
/
i
/
West Fresno to utilize room
numbers:
■ 16
■ 17
City of Fresno to utilize room
numbers:
■ 1-5
■ 7-10
■ 14 & 15
■ 18 & 19
Shared Spaces
■ 6 & 8
■ 11 —13
*Spaces require reservations
Additional building near pool: City of Fresno to utilize space #1. Service Provider may
utilize shared space #2-3.
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