HomeMy WebLinkAboutCentral California Land Trust_Grant Agreement_11-30-2022GRANT AGREEMENT BETWEEN
THE CITY OF FRESNO AND CENTRAL CALIFORNIA LAND TRUST REGARDING
FUNDING UNDER THE AMERICAN RESCUE PLAN ACT FOR CAPACITY BUILDING
THIS GRANT AGREEMENT (AGREEMENT) is made and entered into effective
upon execution by both parties (the Effective Date), by and between the CITY OF
FRESNO (the CITY), and the Central California Land Trust (the GRANTEE), to provide
funding for capacity building.
RECITALS
WHEREAS, there is an increased need for land trusts to help with the creation of
affordable homebuyer opportunities; and
WHEREAS, the CITY desires to provide funds to assist the GRANTEE in providing
capacity building activities for the trust; and
WHEREAS, the GRANTEE represents it desires to and is professionally and
legally capable of immediately providing these services for City of Fresno residents; and
WHEREAS, the GRANTEE acknowledges that grant funds being provided under
this Agreement will be derived from the CITY's allocation under the American Rescue
Plan Act (Pub.L. 117-2) (hereinafter ARPA), and is subject to any constraints set forth
therein including but not limited to, the Coronavirus State and Local Fiscal Recovery
Funds (CSLFRF) Final Rule (31 CFR Part 35); and
WHEREAS, this Agreement will be administered for the CITY by its City Manager
or its designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and promises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. Scope of Services. The GRANTEE shall perform to the satisfaction of the
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.
2. Grant Amount. The CITY shall provide the GRANTEE the amount of
$222,500 for the services described in Exhibit A. One-half of the grant amount shall be
distributed once the contract is fully executed, with the other half being distributed after
successful completion of a performance review.
3. Term of Agreement and Time for Performance. This Agreement shall be
effective from the Effective Date through October 31, 2024, with an option to extend the
Agreement subject to the City Manager's authority through December 31, 2026, subject
to earlier termination in accordance with this Agreement. The services as described in
Exhibit A are to commence upon the Effective Date and shall be completed prior to
expiration of this Agreement and in accordance with any performance schedule set forth
in Exhibit A.
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4. Amendment to Increase or Decrease Scope of Services: The parties may
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 may include an
adjustment to the GRANTEE's 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. The GRANTEE shall not be entitled to any additional compensation if
services are performed prior to a signed written amendment.
5. Termination Remedies and Force Maieure.
(a) This Agreement shall terminate without any liability of the CITY or to
the GRANTEE upon the earlier of: (i) the GRANTEE filing for protection under the
federal bankruptcy laws, or any bankruptcy petition or petition for receiver
commenced by a third party against the GRANTEE; (ii) seven calendar days prior
written notice with or without cause by the CITY to the GRANTEE; (iii) the 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,
the GRANTEE shall (i) immediately stop all work hereu�der; (ii) immediately cause
any and all of its subcontractors to cease work; and (iii) return to the CITY any and
all unearned payments and all properties and materials in the possession of the
GRANTEE that are owned by the CITY. Subject to the terms of this Agreement,
the GRANTEE shall be paid compensation for services satisfactorily performed
prior to the effective date of termination. The GRANTEE 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 the GRANTEE to
satisfactorily perform in accordance with the terms of this Agreement, the CITY
may withhold an amount that would otherwise be payable as an offset to, but not
in excess of, the CITY's documented out of pocket damages caused by such
failure. In no event shall any payment by the CITY pursuant to this Agreement
constitute a waiver by the CITY of any breach of this Agreement which may then
exist on the part of the GRANTEE, nor shall such payment impair or prejudice any
remedy available to the CITY with respect to the breach.
(d) Upon any breach of this Agreement by the GRANTEE, the 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 the
CITY improperly terminated this Agreement for default, such termination shall be
deemed a termination for convenience.
(e) The GRANTEE shall provide the CITY with adequate written
assurances of future performance, upon the Administrator's request, in the event
the GRANTEE fails to comply with any terms or conditions of this Agreement.
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(f) The GRANTEE shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of the GRANTEE and
without its fault or negligence such as, acts of God or the public enemy, acts of the
CITY in its contractual capacity, fires, floods, epidemics, quarantine restrictions,
strikes, unusually severe weather, and delays of common carriers. The GRANTEE
shall notify the CITY 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 Administrator of the
cessation of such occurrence.
6. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by the
GRANTEE pursuant to this Agreement shall be made available to CITY.
GRANTEE will likewise make available any data, studies, research or other
documentation supporting its feasibility study and business plan. The CITY
acknowledges that GRANTEE may deploy these documents in a variety of ways,
and that GRANTEE will have sole discretion to determine to whom and under what
circumstances such documents shall be disclosed.
(b) Any and all writings and documents prepared or provided by the
GRANTEE pursuant to this Agreement, including without limitation grant
applications and supporting documents, are the property of the GRANTEE.
Copies of grant applications and supporting documents shall be promptly provided
to CITY during the term of this Agreement. The GRANTEE may permit the
reproduction or use thereof by any other person at its sole discretion.
(c) If the GRANTEE should subcontract all or any portion of the services
to be performed under this Agreement, the GRANTEE shall cause each
subcontractor to also comply with the requirements of this Section 6.
(d) This Section 6 shall survive expiration or termination of this
Agreement.
7. Professional Skill. It is further mutually understood and agreed by and
between the parties hereto that inasmuch as the GRANTEE represents to the CITY that
the GRANTEE and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said profession necessary to perform the
services agreed to be done by it under this Agreement, the CITY relies upon the skill of
the GRANTEE and any subcontractors to do and perform such services in a skillful
manner and the GRANTEE agrees to thus perform the services and require the same of
any subcontractors. Therefore, any acceptance of such services by the CITY shall not
operate as a release of the GRANTEE or any subcontractors from said professional
standards.
8. Indemnification. To the furthest extent allowed by law, the GRANTEE shall
indemnify, hold harmless and defend the CITY and each of its officers, officials,
employees, agents and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including but not
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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 the GRANTEE, its principals, officers, employees, agents or
volunteers in the performance of this Agreement.
If the GRANTEE should subcontract all or any portion of the services to be
performed under this Agreement, the GRANTEE 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.
Notwithstanding the aforementioned, the GRANTEE recognizes that the source of
funds for the grant to be provided hereunder is the CITY's allocation from the ARPA. To
this end the GRANTEE shall, without limitation, indemnify the CITY, and each of its
officers, officials, employees, agents, and volunteers from any and all loss, liability, fines,
penalties, forfeitures, costs and damages incurred by the CITY from any and all claims,
demands and actions in law or equity (including attorney's fees and litigation expenses),
arising or alleged to have arisen directly or indirectly from the negligent or intentional acts
or omissions, or willful misconduct of the GRANTEE or any of its officers, officials,
employees, agents, or volunteers in the performance of this Agreement and compliance
with ARPA.
This section shall survive termination or expiration of this Agreement.
9. Insurance. The GRANTEE shall comply with all of the insurance
requirements in Exhibit B to this Agreement.
10. Conflict of Interest and Non -Solicitation.
(a) Prior to the CITY's execution of this Agreement, the GRANTEE 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, the GRANTEE shall
have the obligation and duty to immediately notify the CITY in writing of any change
to the information provided by the GRANTEE in such statement.
(b) The GRANTEE 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
the CITY, the GRANTEE shall provide a written opinion of its legal counsel and
that of any subcontractor that, after a due diligent inquiry, the GRANTEE and the
respective subcontractor(s) are in full compliance with all laws and regulations.
The GRANTEE 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, the GRANTEE shall immediately
notify the CITY of these facts in writing.
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(c) In performing the work or services to be provided hereunder, the
GRANTEE shall not employ or retain the services of any person while such person
either is employed by the CITY or is a member of any CITY council, commission,
board, committee, or similar the CITY body. This requirement may be waived in
writing by the City Manager, if no actual or potential conflict is involved.
(d) The GRANTEE 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) Neither the GRANTEE, nor any of the GRANTEE subcontractors
performing any services on this Project, shall bid for, assist anyone in the
preparation of a bid for, or perform any services pursuant to, any other contract in
connection with this Project unless fully disclosed to and approved by the City
Manager, in advance and in writing. The GRANTEE 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, the GRANTEE shall remain responsible for complying with Section
10(b), above.
(f) If the GRANTEE should subcontract all or any portion of the work to
be performed or services to be provided under this Agreement, the GRANTEE
shall include the provisions of this Section 10 in each subcontract and require its
subcontractors to comply therewith.
(g) This Section 10 shall survive expiration or termination of this
Agreement.
11. ARPA Compliance and Certification. The GRANTEE shall submit only
those expenditures or costs incurred by the recipient between March 3, 2021, and
December 31, 2024, and funds must be expended by December 31, 2026. All such costs
and expenditures must be eligible for payment and in compliance with the allowable
expenditures, pursuant to Title 31 CFR, Part 35, including but not limited to § 35.6,
subsections (b)(3)(ii)(A)(5) and (11).
The GRANTEE shall provide the CITY with quarterly expenditure and performance
reports, as defined in the Final Rule and Treasury Department's SLFRF Compliance and
Reporting Guidance (CRG). The GRANTEE shall also provide an annual report as
required under the CRG. These reports shall be in a form specified under the CRG and
shall be accompanied by invoices and receipts that substantiate the figures on the
expenditure report. Additionally, a certification signed by the Chief Executive or designee
of the GRANTEE certifying that the uses of the grant funds are consistent with those
allowed under ARPA, shall be included with the expenditure report and substantiating
documentation. As required by the 2 CFR Part 170, Appendix A award term regarding
reporting subaward and executive compensation, recipients must also report the names
and total compensation of their five most highly compensated executives and their
subrecipients' executives for the preceding completed fiscal year if (1) the recipient
received 80 percent or more of its annual gross revenues from Federal procurement
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contracts (and subcontracts) and Federal financial assistance subject to the
Transparency Act, as defined at 2 CFR 170.320 (and subawards), and received
$25,000,000 or more in annual gross revenues from Federal procurement contracts (and
subcontracts) and Federal financial assistance subject to the Transparency Act (and
subawards), and (2) if the information is not otherwise public. If the GRANTEE is already
disclosing this information as part of another agreement involving Federal monies, the
GRANTEE shall provide documentation to the CITY that it is fulfilling this requirement.
The GRANTEE's failure to provide a Certification or provide either the quarterly or annual
expenditure/performance reports may be considered a default of this Agreement under
Section 5 of this agreement. If the GRANTEE is found to have provided services to
ineligible individual, households, or entities or made an ineligible expenditure, the CITY
shall have the right to reclaim a dollar amount from the GRANTEE that is equal to the
amount determined to be ineligible.
12. General Terms.
(a) Except as otherwise provided by law, all notices expressly required
of the CITY within the body of this Agreement, and not otherwise specifically
provided for, shall be effective only if signed by the City Manager or designee.
(b) The CITY is required under 2 CFR 200.332 to manage and monitor
subrecipient compliance with ARPA guidance. Accordingly, the GRANTEE agrees
to permit CITY staff to conduct one performance review during the term of this
agreement. The CITY has the right to conduct additional performance reviews
both during the term of this agreement and after the agreement's term should the
City believe these reviews are necessary. Records of the GRANTEE expenses
pertaining to the Project shall be kept on a generally recognized accounting basis
and shall be available to the 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.
Records related to the GRANTEE's performance metrics shall be made available
and retained for the same time periods as the Project's expense data. The
GRANTEE shall furthermore comply with all funding requirements as set forth in
ARPA. If the GRANTEE fails to provide CITY staff access or documentation
necessary to conduct a CITY -requested performance review, the CITY may
terminate this Agreement in accordance with Section 5.
In addition, all books, documents, papers, and records of the GRANTEE
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
the CITY until such action is resolved, or until the end of said time period whichever
shall later occur. If the GRANTEE should subcontract all or any portion of the
services to be performed under this Agreement, the GRANTEE shall cause each
subcontractor to also comply with the requirements of this paragraph. This Section
12(b) shall survive expiration or termination of this Agreement.
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(c) Prior to execution of this Agreement by the CITY, the GRANTEE
shall have provided evidence to the CITY that the GRANTEE is licensed to perform
the services called for by this Agreement (or that no license is required). If the
GRANTEE should subcontract all or any portion of the work or services to be
performed under this Agreement, the GRANTEE shall require each subcontractor
to provide evidence to the CITY that subcontractor is licensed to perform the
services called for by this Agreement (or that no license is required) before
beginning work.
(d) Prior to execution of this Agreement by the CITY, the GRANTEE will
permit CITY staff to conduct a subrecipient risk assessment, as required under the
Uniform Guidance (2 CFR 200.332(b)). Failure to allow CITY staff to conduct this
subrecipient risk assessment may result in the CITY terminating this Agreement in
accordance with Section 5. Additionally, the GRANTEE's failure to be certified by
CITY staff at the end of the risk assessment as having adequate internal controls
to manage the funding provided in this agreement may result in the CITY
terminating this Agreement in accordance with Section 5.
13. Nondiscrimination. To the extent required by controlling federal, state, and
local law, the GRANTEE 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, the GRANTEE agrees as follows:
(a) The GRANTEE 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) The GRANTEE 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. The GRANTEE 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 the GRANTEE'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. The
GRANTEE agrees to post in conspicuous places, available to employees and
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applicants for employment, notices setting forth the provision of this
nondiscrimination clause.
(c) The GRANTEE will, in all solicitations or advertisements for
employees placed by or on behalf of the GRANTEE 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) The GRANTEE 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
the GRANTEE's commitment under this section and shall post copies of the notice
in conspicuous places available to employees and applicants for employment.
(e) If the GRANTEE should subcontract all or any portion of the services
to be performed under this Agreement, the GRANTEE shall cause each
subcontractor to also comply with the requirements of this Section 13.
14. Independent Contractor.
(a) In the furnishing of the services provided for herein, the GRANTEE
is acting solely as an independent contractor. Neither the GRANTEE, nor any of
its officers, agents, or employees shall be deemed an officer, agent, employee,
joint venturer, partner, or associate of the CITY for any purpose. The CITY shall
have no right to control or supervise or direct the manner or method by which the
GRANTEE shall perform its work and functions. However, the CITY shall retain
the right to administer this Agreement so as to verify that the GRANTEE is
performing its obligations in accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture
between the GRANTEE and the CITY. The GRANTEE shall have no authority to
bind the CITY absent the CITY's express written consent. Except to the extent
otherwise provided in this Agreement, the GRANTEE shall bear its own costs and
expenses in pursuit thereof.
(c) Because of its status as an independent contractor, the GRANTEE
and its officers, agents, and employees shall have absolutely no right to
employment rights and benefits available to CITY employees. The GRANTEE
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, the GRANTEE shall be solely responsible,
indemnify, defend and save the CITY harmless from all matters relating to
employment and tax withholding for and payment of the GRANTEE'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 the CITY's employment benefits,
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entitlements, programs and/or funds offered employees of the 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, the
GRANTEE may be providing services to others unrelated to the CITY or to this
Agreement.
15. 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.
16. Sim. 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.
17. Assignment.
(a) This Agreement is personal to the GRANTEE and there shall be no
assignment by the GRANTEE of its rights or obligations under this Agreement
without the prior written approval of the City Manager or designee. Any attempted
assignment by the GRANTEE, its successors or assigns, shall be null and void
unless approved in writing by the City Manager or designee.
(b) The GRANTEE hereby agrees not to assign the payment of any
monies due the GRANTEE from the CITY under the terms of this Agreement to
any other individual(s), corporation(s), or entity(ies). The CITY retains the right to
pay any and all monies due the GRANTEE directly to the GRANTEE.
18. Compliance With Law. In providing the services required under this
Agreement, the GRANTEE shall at all times comply with all applicable laws of the United
States, including but not limited to, the Americans with Disabilities Act (42 U.S.C. § 12101
et seq.), the State of California and the CITY, and all other 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. In addition, the CITY elects to receive funds from the Secretary under ARPA
and will use the funds in a manner consistent with such section.
19. 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.
20. 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,
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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.
21. 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.
22. Severability- The provisions of this Agreement are severable. The
invalidity, or unenforceability of any one provision in this Agreement shall not affect the
other provisions.
23. 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.
24. 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.
25. Exhibits. Each exhibit and attachment referenced in this Agreement is, by
the reference, incorporated into and made a part of this Agreement.
26. 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.
27. 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.
28. 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.
29. 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 the CITY and the GRANTEE.
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By: 6--
Name: GE
Title: City
Date:
ne A. White
?r, City of F1
APPROVED AS TO FORM:
RINA M. GONZALES
Interi City Attorney Name: Tracy 4JParvanian
Dlalte:Supervisi?/De-nuty C�0ttorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Name: r
Title: �co✓'ds 5�,re✓v?,ror
Date:
Addresses:
CITY:
CENTRAL CALIF RNIA LAND TRUST,
a California nonpr it
Name: Patience Milrod
Title: Board Chair
Date: J/, 11, ZZ/I
By:
Name: ���OVQ- hv�
Title: S20 i4yul
(If corporation or 111-C., CFO,
Treasurer, Sec rWary or Assistant
Secretary)
Central California Land Trust:
City of Fresno Attention: Christine Barker
Attention: Housing and Community 1940 N. Fresno Street
Development Division Fresno, CA 93703
2600 Fresno Street, Room 3065 Phone: (559) 284-7249
Fresno, CA 93721
Phone: (559) 621-8507
Attachments:
1. Exhibit A - Scope of Work, Budget and Metrics
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
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EXHIBIT A
Scope of Work, Budget and Metrics
Scope of Work:
1) Completing a feasibility study to determine how the CCLT can support community
efforts to ensure increased opportunities for affordable home ownership and rental
residences, affordable housing in neighborhoods of opportunity, and improved
housing quality; to include but not limited to feasibility of CCLT interventions to
conserve homeowner equity in single-family foreclosures; and
2) Completing a business plan to implement the feasibility study; and
3) Leveraging CITY and other grant dollars to create capacity to steward in perpetuity
between 10 and 25 homes (depending on the final business plan), occupied by and
to be maintained affordable to residents at 80% AMI and below.
Performance Schedule:
1) CCLT shall deliver its feasibility study and business plan either prior to or included
with the third quarterly report required in Section 11 of this Agreement.
2) CCLT shall have completed all deliverables under this grant within the time frames
set forth in Sections 3 and 11 of this Agreement.
Budget and Metrics:
CCLT PHASE 1 BUDGET
Budget
Description
Personnel
Staffing (Executive Director, project
Work with consultants, finance and development
manager, administrative support)
partners, CITY staff, and other stakeholders
$95,600
Taxes and Benefits
Calculated at 20%
$19,120
Consultants (including but not limited to
Kim Thompson)
640 hours @ $125/hr
$80,000
Operational
Program Expenses
materials, office supplies, stipends, meals
$4,050
Travel
mileage to be reimbursed at IRS rates (currently
.625/mile), parking, and other travel expenses
$3,503
Indirect Costs (10% of direct costs)
Insurance, bookkeeping, website, cell phone,
printing, and other administrative expenses
$20,227
Total
$222,500
Page 12 of 17
EXHIBIT B
Insurance Requirements
(a) Throughout the life of this Agreement, the GRANTEE shall pay for and
maintain in full force and effect all insurance as required herein with an insurance
company(ies) either (i) admitted by the California Insurance Commissionerto 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 his/her sole discretion. If the GRANTEE is self -insured, the following
requirements will outline the responsibility of the self -insured coverage. The required
policies of insurance as stated herein shall maintain limits of liability of not less than those
amounts stated therein. However, the insurance limits available to the CITY and State
and each of their 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, the
GRANTEE fails 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 the GRANTEE shall be withheld until notice is received by the CITY
that the required insurance has been restored to full force and effect and that the
premiums therefore have been paid for a period satisfactory to the CITY. Any failure to
maintain the required insurance shall be sufficient cause for the CITY to terminate this
Agreement. No action taken by the CITY pursuant to this section shall in any way relieve
the GRANTEE of its responsibilities under this Agreement. The phrase "fail to maintain
any required insurance" shall include, without limitation, notification received by the 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 the GRANTEE shall not be deemed
to release or diminish the liability of the GRANTEE, including, without limitation, liability
under the indemnity provisions of this Agreement. The duty to indemnify the CITY and
State by the GRANTEE 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 the GRANTEE. Approval or purchase of any
insurance contracts or policies shall in no way relieve from liability nor limit the liability of
the GRANTEE, vendors, suppliers, invitees, consultants, medical professionals,
subcontractors, consultants, or anyone employed directly or indirectly by any of them.
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 -
Page 13 of 17
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).
3. Workers' Compensation insurance as required by the State of California
and Employer's Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to
GRANTEE'S profession.
MINIMUM LIMITS OF INSURANCE
The GRANTEE shall procure and maintain for the duration of the contract insurance with
limits of liability not less than those set forth below. However, insurance limits available to
the CITY and the State and each of their 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) $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 :
(i) $1,000,000 per claim/occurrence; and,
Page 14 of 17
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event the GRANTEE purchases an Umbrella or Excess insurance policy(ies) to
meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and
afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis
for the benefit of the CITY and the State and each of their officers, officials, employees,
agents and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
The GRANTEE shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and the GRANTEE shall also be responsible for
payment of any self -insured retentions. Any self -insured retentions must be declared on
the Certificate of Insurance, and approved by, the CITY'S Risk Manager or designee. At
the option of the CITY'S Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such self -insured retentions as
respects the CITY and the State or any of their officers, officials, employees,
agents and volunteers; or
(ii) The GRANTEE shall provide a financial guarantee, satisfactory to the
CITY'S Risk Manager or designee, guaranteeing payment of losses and
related investigations, claim administration and defense expenses. At no
time shall the CITY be responsible for the payment of any deductibles or
self -insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that
the coverage shall not be cancelled, non -renewed, reduced in coverage or
in limits except after thirty calendar days' written notice has been given to
the CITY, except ten days for nonpayment of premium. The GRANTEE is
also responsible for providing written notice to the CITY under the same
terms and conditions. Upon issuance by the insurer, broker, or agent of a
notice of cancellation, non -renewal, or reduction in coverage or in limits, the
GRANTEE shall furnish the 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 the CITY, the GRANTEE 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.
(ii) The Commercial General and Automobile Liability insurance policies shall
be written on an occurrence form.
(iii) The Commercial General and Automobile Liability insurance policies shall
be endorsed to name CITY and STATE and each of their officers, officials,
agents, employees and volunteers as an additional insured. The GRANTEE
shall establish additional insured status for the CITY and the State for all
Page 15 of 17
ongoing and completed operations under the Commercial General Liability
policy by use of ISO Forms or an executed manuscript insurance company
endorsements providing additional insured status. The Commercial General
endorsements must be as broad as that contained in ISO Forms: GC 20 10
11 85 or both CG 20 10 & CG 20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain,
or be endorsed to contain, that the GRANTEE'S insurance shall be primary
to and require no contribution from the CITY or State. The Commercial
General Liability policy is required to include primary and non-contributory
coverage in favor of the CITY and State for both the ongoing and completed
operations coverage. These coverages shall contain no special limitations
on the scope of protection afforded to the CITY and State and each of their
officers, officials, employees, agents and volunteers. If The GRANTEE
maintains higher limits of liability than the minimums shown above, the CITY
and State requires and shall be entitled to coverage for the higher limits of
liability maintained by the GRANTEE.
(v) 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.
(vi) For any claims related to this Agreement, the GRANTEE'S insurance
coverage shall be primary insurance with respect to the CITY and State and
each of their officers, officials, agents, employees and volunteers. Any
insurance or self-insurance maintained by the CITY and State and each of
their officers, officials, agents, employees and volunteers shall be excess of
the GRANTEE'S insurance and shall not contribute with it.
(vii) The Workers' Compensation insurance policy shall contain, or be endorsed
to contain, a waiver of subrogation as to the CITY and State and each of
their officers, officials, agents, employees and volunteers.
(viii) The Commercial General and Automobile Liability insurance policies shall
contain, or be endorsed to contain, a waiver of subrogation as to the CITY
and State and each of their officers, officials, agents, employees and
volunteers.
If the Professional Liability (Abuse & Molestation) insurance policy is written on a claims -
made form:
1. The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by the GRANTEE.
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.
Page 16 of 17
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 the GRANTEE, the
GRANTEE 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 the CITY
for review.
5. These requirements shall survive expiration or termination of the
Agreement.
PROVIDING OF DOCUMENTS — The GRANTEE shall furnish the CITY with all
certificate(s) and applicable endorsements effecting coverage required herein. All
certificates and applicable endorsements are to be received by the CITY's
Risk Manager within a reasonable time after execution of this agreement. All
non -ISO endorsements amending policy coverage shall be executed by a licensed
and authorized agent or broker. Upon request of the CITY, the GRANTEE shall
immediately furnish the 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. All
subcontractors working under the direction of the GRANTEE shall also be required
to provide all documents noted herein.
SUBCONTRACTORS- If the GRANTEE subcontracts any or all of the services to
be performed under this Agreement, the GRANTEE shall 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 and shall
indemnify the CITY and State if failure to comply with this provision results in
damages to the CITY or the GRANTEE.
Page 17 of 17
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
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 o your principals, managers, or professionals,
related by bloodV marriage to any City of Fresno employee
❑
who has any sibnificant 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.
0rgs headed by CCLT Board members
Christine Barker and Ashley Hedemann
are current contractors with the City of
Fresno (FIRM, and Habitat for Humanity
Fresno, respectively). Both organizations
are not for profit California corporations.
❑ Additional page(s) attached.
c7-ck c U �Vw
Signature
Date
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(Name)
C0- L-F
(Company) �r
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(Address)
ree C,P.o 3 3
(City, State Zip)