HomeMy WebLinkAboutHousing Authority - Agreement - 06-07-2022/D 3 'l::::r.D ;)_~ ~ -:Y',<, ',
REPAIR SERVICES AGREEMENT
CITY OF FRESNO AND FRESNO HOUSING AUTHORITY
This Repair Services Agreement (Agreement) is made as of the 7th day of June
2022 (Effective Date), by and between the City of Fresno (City or Owner), and Housing
Authority of the C ity of Fresno , California , a body corporate and po l itic (Fresno
Housing). The C ity of Fresno and Fresno Housing are referred to hereinafter each as
a "Party" or collectively as "Parties ."
RECITALS
A. WHEREAS there is a critical housing-shortage crisis in the City of Fresno, and the
crisis is contributing to the growth in homeless population counts throughout the city; and
B . WHEREAS , the City of Fresno has acqu ired The Parkway Inn (Property) located
at 959 Nort h Parkway Drive , Fresno , CA, 93728 (APN 449-324-11), and the City desires
to have the Property repa i red and prepared to serve as an i nterim low-barrier emergency
homeless shelter; and
C . WHEREAS , Fresno Housing has resou rces, as well as the technical, and financial
expertise to among other things , repair projects in order to make them available for
affordable housing and homeless services , and
D. WHEREAS Project Off Ramp and Project Homekey have been successful
collaborations between the C ity and the Fresno Housing to place , and not displace ,
homeless resident s into emergency shelter housing with available case-management
services . T o date , approximately 70% of the homeless individuals offered hous ing and
case management services through Project Off Ramp and Project Homekey have
accepted assistance, and
E. WHEREAS , Fresno Hous i ng successfu l ly completed the repair of the Valley Inn,
in addition to four (4) other motels along Parkway Corridor to serve as low-barrier
emergency homeless shelters , and
F. WHEREAS the City contracts with Fresno Hous ing to fund Property Management
and Case Management Services provided for the homeless individuals housed at the
Fresno Housing 's motels along Pa rkway Corridor; and
G. WHEREAS the City and Fresno Housing now desire to enter into this Agreement
with the terms , conditions and compensation specified for the repair of The Parkway Inn
to a low-barrier emergency homeless shelter (the Project).
NOW, THEREFORE , in consideration of the foregoing and for other valuable
cons ideration , the receipt and adequacy of which are hereby acknowledged, the City and
Fresno Housing agree as follows :
AGREEMENT
NOW, THEREFORE, it is mutually agreed as follows:
1. Responsib i lities of the Parties . City 's Charter allows it to execute
agreements with various th ird -parties , includ ing governmenta l agencies to perform public
works of improvement. The City des i res to engage and re imburse Fresno Housing to
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carry out the Project, which shall include the performance of certain public works, as
provided herein The Parties contemplate that Fresno Housing shall subcontract some or
all of the public works provided under th is Agreement. In doing so, Fresno Housing shall
manage and coordinate with its contractors in order to complete the repair and
maintenance of the Property. The repair and maintenance design and work shall be
subject to City approval, which the City shall not unreaso nably withhold. The City shall be
responsible for payment to Fresno Housing as provided in Section 3 below.
2. Term of Agreement and Conditions Precedent. This Agreement shall be
effective as of the Effective Date and shall continue in full force and effect through
January 10, 2023, or until the Project is completed , whichever occurs first; subject to any
earlier termination in accordance with this Agreement. Project completion will occur when
both parties have signed off on the repairs, following a walk-through by both
representatives .
3. Compensation. Fresno Housing's sole compensation for satisfactory
performance of all services rendered pursuant to this Agreement shall be on a cost
reimbursable basis with a not-to-exceed upper limit of $5,406,505, paid on the basis of
the rates set forth in the schedule of fees and expenses contained in the agreements
expressly incorporated into Exhibit A.
(a) Detailed statements shall be rendered monthly for services
performed in the preceding month and will be payable by the City within thirty (30) days
of receipt.
(b) The Parties may agree to modify this Agreement to increase or
decrease the scope of services or provide for the rendition of services not required by this
Agreement, which modification shall include an adjustment to Fresno Housing '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 . Vendor shall
not be entitled to any additional compensation if services are performed prior to a signed
written amendment.
4 . Termination, Remedies, and Force Majeure.
(a) This Agreement shall terminate without any liability of City to Fresno
Housing upon the earlier of: (i) Fresno Housing's filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third
party against Fresno Housing ; (ii) sixty (60) calendar days' prior written notice for breach
of this Agreement by Fresno Housing ; (iii) City's non-appropriation of fund s sufficient to
meet its obligations hereunder during any City fiscal year of this Agreement , or insufficient
funding for the Project; or (iv) expiration of this Agreement.
(b) This Agreement shall terminate without any liability of Fresno
Housing to City upon the earlier of: (i) C ity's filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third
party against City ; (ii) sixty (60) calendar days prior written notice for breach of this
Agreement by C ity ; (iii) Fresno Housing's non-appropriation of funds sufficient to meet its
obligations hereunder during any Fresno Housing fiscal year of this Agreement, or
insufficient funding for the Project; or (iv) expiration of this Agreement.
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(c) Immediately upon any termination or expiration of this Agreement,
each party shall (i) immediately stop all work hereunder; (ii) immediately cause any and
all of its subcontractors to cease work ; and, (iii) in the case of Fresno Housing, return to
City any and all unearned payments and all properties and materials in the possession of
Fresno Housing that are owned by City . S ubject to the terms of this Agreement, Fresno
Housing shall be paid compensation for services satisfactorily pe rformed prior to the
effective date of termination.
(d) Upon any breach of this Agreement by either party, the other may
(i) exercise any right, remedy (in contract , law or equity), or privilege which may be
available to it under applicable laws of the State of California or any other applicable law;
(ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii)
recover all direct, indi rect, consequential , econom ic and inc ide ntal damages for the
breach of the Agreement. (e) Each party shall provide the other with adequate written
assurances of future performance in the event that either party fails to comply with any
terms or conditions of this Agrelnt.
(e) Each party shall be liable for default unless its nonperformance is
caused by an occurrence beyond the reasonable control of that party and without its fault
or negligence such as, acts of God or the public enemy, acts of City or the Fresno
Housing, as the case may be, in its contractual capacity, fires, floods, epidemics,
quarantine restrictions, strikes, unusually severe weather, and delays of common carriers .
The nonperforming party shall notify the other in writing as soon as it is reasonably
poss ible after the commencement of any excusable delay, setting forth the full particulars
in connection therewith, and shall remedy such occurrence with all reasonable dispatch,
and shall promptly give written notice to the other of the cessation of such occurrence.
5. Intentionally left blank.
6. Intentionally left blank .
7. Intentionally left blank.
8 . Level of Skill; Subcontractors .
(a) Fresno Housing may, at its sole discretion, subcontract any of the
services required under this Agreement, in compliance with the terms of this Agreement.
Fresno Housing shall warrant that a lawful compet itive process was followed to select any
and all subcontractors. Fresno Housing shall use good faith efforts to hire qualified,
licensed, insured and bonded local contractors that have a local workforce . It is further
mutually understood and agreed by and between the parties hereto that inasmuch as
Fresno Housing represents to City that Fresno Housing 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 Fresno Housing and its subcontractors , if any , to do and
perform such services in a skillful manner and Fresno Housing 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 Fresno Housing or any
subcontractors from said industry and professional standards.
(b) City reserves the right to hire additional contractors to perform the
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services required under this Agreement, and offset any future payment to Fresno Housing
accordingly, so long as such hiring and associated offset is memorialized in an Addendum
executed by the parties , setting forth the amount of the offset. In the event that the City
elects to hire additional contractors to perform the services, City shall not cause Fresno
Housing to breach any agreement with any of its contractors or City shall fully reimburse
Fresno Housing for any claims made by its subcontractors.
(c) If Fresno Housing subcontracts any or all of the services to be
performed under this Agreement where the subcontract is for a total of $250,000 or
greater during any calendar year, Fresno Housing 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, Fresno Housing will be solely responsible for ensuring that its subcontractors
maintain insurance coverage at levels no less than those required by applicable law and
is customary in the relevant industry.
(d) To the full extent required by applicable federal and state law, each
party and its contractors and agents shall comply with the Davis-Bacon Act, as amended,
California Labor Code Section 1720 et seq., and the regulations adopted pursuant thereto
(Prevailing Wage Laws), if so required, and shall be solely responsible for carrying out
the requirements of such provisions. Each party shall indemnify, defend and hold the
other and its elected and appointed officers, officials, employees, agents, consultants,
and contractors harmless from and against all liability, loss, cost, expense (including
without limitation attorneys' fees and costs of litigation), claim, demand, action, suit,
judicial or administrative proceeding, penalty, deficiency, fine, order, and damage which
directly or indirectly, in whole or in part, are caused by, arise in connection with, result
from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the
payment or requirement of payment of prevailing wages (including without limitation, all
claims that may be made by contractors, subcontractors, or third party claimants pursuant
to Labor Code sections 1726 and 1781), the failure to comply with any state or federal
labor laws, regulations or standards in connection with this Agreement, including, but not
limited to the Prevailing Wage Laws, or any act or omission of that party related to the
payment or requirement of payment of prevailing wages.
9. Indemnification. To the furthest extent allowed by law, Fresno Housing 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 Fresno Housing, its principals, officers, employees, agents, or volunteers
in the performance of this Agreement.
If, pursuant to Section 8 above, Fresno Housing should subcontract all or any
portion of the services to be performed under this Agreement, Fresno Housing shall
require each subcontractor to indemnify, hold harmless and defend City and each of its
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officers, officials, employees, agents, and volunteers in accordance with the terms of the
preceding paragraph.
If, pursuant to Section 8 above, City should subcontract all or any portion of the
services to be performed under this Agreement, City shall require each subcontractor to
indemnify, hold harmless and defen d Fresno Housing and each of its officers, officials,
employees, agents, and volunteers in accordance with the terms of the preceding
paragraph.
This Section shall survive termination or expiration of this Agreement.
10. Insurance.
(a) Throughout the life of this Agreement, Fresno Housing 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 Sta te 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,
Fresno Housing 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 Fresno Housing 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 Fresno Housing of its responsibilities under this
Agreement. The phrase "fail to maintain any required insurance" shall include, without
limitation, notification received by City that an insurer has commenced proceedings, or
has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by Fresno Housing shall not be
deemed to release or diminish the liability of Fresno Housing, 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 Fresno Housing. Approval or purchase of any insurance contracts or
policies shall in no way relieve from liability nor limit the liability of Fresno Housing, its
principals, officers, agents , employees, or persons under the supervision of Fresno
Housing, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or
anyone employed directly or indirectly by any of them.
(d) Upon request of City, Fresno Housing shall immediately furnish City
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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 Fresno Housing should subcontract all or any portion of the
services to be performed under this Agreement, Fresno Housing 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
appl icab le endorsements shall be on file with Fresno Housing and City prior to the
commencement of any services by the subcontractor. Fresno Housing and any
subcontractor/sub-consultant shall establish additional insured status for City , its officers,
officials, employees, agents, and volunteers by using Insurance Service Office (ISO)
Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed
manuscript company endorsement providing additional insured status as broad as that
contained in ISO Form CG 20 10 11 85.
11 . Conflict of Inte rest and Non-Solicitation .
(a) Fresno Housing 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, Fresno Housing shall provide a written opinion
of its legal counsel and that of any subcontractor that, after a due diligent inquiry, Fresno
Housing and the respective subcontractor(s) are in full compliance with all laws and
regulations. Such written opinion shall be issued to Fresno Housing for the benefit of
Fresno Housing only. Fresno Housing shall take, and requ ire 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, Fresno Housing shall
immediately notify City of these facts in writing .
(c) In performing the work or services to be provided hereunder, Fresno
Housing 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) Fresno Housing represents and warrants that it has not paid or
agreed to pay any compensation, con tinge nt or otherwise, direct or indirect, to solicit, or
procure this Agreement or any rights/benefits hereunder.
(e) Fresno Housing 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 appl ica ble law and fully disclosed to and
approved by the City Manager, in advance and in writing. Notwithstanding any approval
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given by the City Manager under this provision, Fresno Housing shall remain responsible
for complying with Section (a), above.
(f) If Fresno Housing should subcontract all or any portion of the work
to be performed or services to be provided under this Agreement, Fresno Housing shall
include the provisions of this Section in each subcontract and require its subcontractors
to comply therewith.
(g) This Section shall survive expiration or termination of this
Agreement.
12. [Intentionally Omitted.]
13. General Terms.
(a) Except as otherwise provided by law, all notices expressly required
of City within the body of this Agreement, and not otherwise specifically provided for, shall
be effective only if signed by the Administrator or designee.
(b) Records of Fresno Housing 's 's expenses pertaining to the Project
shall be kept on a generally recognized accounting basis and shall be available to City or
its authorized representatives upon request during regular business hours throughout the
life of this Agreement and for a period of three years after final payment or, if longer, for
any period required by law. In addition , all books , documents , papers , and records of
Fresno Housing 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 ava i lable to City until such action
is resolved, or until the end of said time period whichever shall later occur. If Fresno
Housing should subcontract all or any portion of the services to be performed under this
Agreement, Fresno Housing shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section shall survive expiration or termination of
this Agreement.
(c) A For any portion of the work or services subcontracted by Fresno
Housing, Fresno Housing shall require that subcontractor to provide evidence to Fresno
Housing that subcontractor is licensed to perform the services called for by this
Agreement (or that no license is required) be.fore beginning work .
14. Nondiscrimination. To the extent required by controlling federal, state and
local law, Fresno Housing shall not employ discriminatory practices in the provision of
services , employment of personnel , or in any other respect on the bas is of race, religious
creed , color, national orig in, ancestry, phys ica l disability, mental disability, med ical
condition , marital status, sex, age , sexual orientation, ethnicity, status as a d isabled
veteran or veteran of the Vietnam era. Subject to the foregoing and during the
performance of this Agreement, Fresno Housing agrees as follows:
(a) Fresno Housing will comply w it h all applicable laws and regulations
providing that no person shall , on the grounds of race, relig ious creed , color , national
origin , ancestry, physical disabil ity, 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
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discrimination under any program or activity made possible by or resulting from this
Agreement.
(b) Fresno Housing 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. Fresno
Housing shall ensure that applicants are employed, and the employees are treated during
employment, without regard to their race, religious creed, color, na ti ona l origin, ancestry,
physical disability, mental disability, medical conditio n , marital status, sex , age, sexual
orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such
requirement shall apply to Fresno Housing'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. Fresno Housing agrees to post in
conspicuous places, available to employees and applicants for employment, notices
setting forth the provision of this nondiscrimination clause.
(c) Fresno Housing will, in all solicitations or advertisements for
employees placed by or on behalf of Fresno Housing in pursuit hereof, state that all
qualified applicants will receive consideration for employment without regard to race,
religious creed , color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age , sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era.
(d) If Fresno Housing should subcontract all or any portion of the
services to be performed under this Agreement, Fresno Housing shall cause each
subcontractor to also comply with the requirements of this Section.
15. Independent Contractor.
(a) In the furnishing of the services provided for herein, Fresno Housing
is acting solely as an independent contractor. Neither Fresno Housing, 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 Fresno Housing shall perform its
work and functions. However, City shall retain the right to administer this Agreement, to
the extent provided for herein, so as to verify that Fresno Housing is performing its
obligations in accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture
between Fresno Housing and City. Fresno Housing shall have no authority to bind City
absent City's express written consent. Except to the extent otherwise provided in this
Agreement, Fresno Housing shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, Fresno Housing
and its officers, agents, and employees shall have absolutely no right to employment
rights and benefits available to City employees. Fresno Housing shall be solely liable and
responsible for all payroll and tax withhold ing and for providing to, or on behalf of, its
employees all employee benefits inc luding , without lim itation, health, we lfare and
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retirement benefits. In addition, together with its other obligations under this Agreement,
Fresno Housing shall be solely responsible, indemnify, defend and save City harmless
from all matters relating to employment and tax withholding 'or and payment of Fresno
Housing'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 ,
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, Fresno Housing may be providing services to
others unrelated to City or to this Agreement.
16. Not ices. Any notice required or intended to be given to either party under
the terms of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation of
receipt, or sent by United States registered or certified mail, with postage prepaid, return
receipt requested, addressed to the party to which notice is to be given at the party's
address set forth on the signature page of this Agreement or at such other address as the
parties may from time to time designate by written notice. Notices served by United
States mail in the manner above described shall be deemed sufficiently served or given
at the time of the mailing thereof.
17. B i nd i ng. Once this Agreement is signed by all parties, it shall be binding
upon, and shall inure to the benefit 'f, all parties, and each parties' respective heirs,
successors, assigns , transferees, agents, servants, employees and representatives.
18 . Assignment.
(a) This Agreement is personal to each party and there shall be no
assignment by either party of its rights or obligations under this Agreement without the
prior written approval of the other. Any attempted assignment shall be null and void
unless approved in writing for the City, by the City Manager or designee, or for Fresno
Housing, by its CEO or designee. The City expressly acknowledges that Fresno Hous i ng
may assign all or some of its rights and obligations to Fresno Housing's instrumentality,
Silvercrest, a California nonprofit public benefit corporation.
(b) Fresno Housing hereby agrees not to assign the payment of any
monies due Fresno Housing 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 Fresno Housing directly to Fresno Housing.
19 . Comp li ance W it h Law. Each party shall at all times comply with all
applicable laws of the United States , the State of California and City, and with all
applicable regulations promulgated by federal, state , regional, or local administrative and
regulatory agencies, now in force and as they may be enacted, issued, or amended during
the term of this Agreement.
20. Waiver. The waiver by either party of a breach by the other of any provision
of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions of this
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Agreement may be waived unless in writing and signed by all parties to this Agreement.
Waiver of any one provision herein shall not be deemed to be a waiver of any other
provision herein.
21. Governing Law and Venue . This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction. Venue
for purposes of the filing of any action regarding the enforcement or interpretation of this
Agreement and any rights and duties hereunder shall be Fresno County, California.
22. Headings. The Section headings in this Agreement are for convenience
and reference only and shall not be construed or held in any way to explain, modify or
add to the interpretation or meaning of the provisions of this Agreement.
23. Severabi lity . The provisions of this Agreement are severable. The
invalidity, or unenforceability of any one provision in this Agreement shall not affect the
other provisions.
24. Interpretation. The parties acknowledge that this Agreement in its final form
is the result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved
by construing this Agreement in favor of or against either party, but rather by construing
the terms in accordance with their generally accepted meaning.
25. 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.
26. Exhibits. Each exhibit and attachment referenced in this Agreement is, by
the reference, incorporated into and made a part of this Agreement.
27. Precedence of Documents. In the event of any conflict between the body
of this Agreement and any exhibit or attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and conditions
expressed within the exhibit or attachment. Furthermore, any terms or conditions
contained within any exhibit or attachment hereto which purport to modify the allocation
of risk between the parties, provided for within the body of this Agreement, shall be null
and void.
28. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
29. No Third Party Beneficiaries. The rights, interests, duties, and obligations
defined within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary in this
Agreement, it is not intended that any rights or interests in this Agreement benefit or flow
to the interest of any third parties.
30. Extent of Agreement. Each party acknowledges that they have read and
fully understand the contents of this Agreement. This Agreement represents the entire
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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 Fresno Housing.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By: _ ___.........-=-------
Georg nne White, City Manager
Office of the City Manager
APPROVED AS TO FORM :
RINA M. GONZALES
Interim City Attorney
By: 8~~~eftd--
Brandon M. Collet Date
Supervising Deputy City Attorney
ATTEST:
TODD STERMER, CMG
City Clerk
By :~ ilf. ~7-/~,22
,<..e. 01. d-> ..s..;v1.t.11 v1 s ~
Der-,ttty 1 '
Addresses :
CITY:
City of Fresno
Attention: City Manager
2600 Fresno Street
Fresno, CA 93721
Phone: (559) 621-7770
Attachments:
1. Exhibit A-Term, Scope, and Compensation
2. Exhibit B -Property Description
3. Exhibit C -Insurance Requirements
HOUSING AUTHORITY OF THE CITY
OF FRESNO, CALIFORNIA
a body corporate and politic
Name: Tyrone Roderick Williams
Title: Ch ief Execut ive Officer
FRESNO HOUSING:
Attention: Chief Executive Director
1331 Fulton Street
Fresno, CA 93721
Phone: (559) 443-8475
4. Exhibit D -Conflict of Interest Disclosure Form
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EXHIBIT A
TERM, SCOPE, AND COMPENSATION
The City's acquisition of The Parkway Inn is part of Project Homekey. The short-term
objective of the Parkway Inn acquisition is to increase the capacity of low-barrier
emergency shelter beds to house homeless individuals currently living in areas that pose
an unacceptable level of risk to public health and safety .
The City has purchased the Parkway Inn and desires to retain the Fresno Housing to
repair the motel and prepare the motel for occupancy as a low-barrier emergency
homeless shelter. The Term, and Compensation to repair, and prepare the Parkway Inn
for occupancy as a low-barrier homeless shelter is presented in the following sections.
1) Agreement Term. The Term of this Agreement shall be in effect until January 10, 2023
commencing on the Effective Date and ending upon completion of the Scope of Work,
The Term may be extended with the mutual consent of both parties .
2) Security Services. At all times during the Repair Project, Fresno Housing shall
maintain and pay for security personnel at the site for 24 hours and 7 days a week.
3) Appointment of Repair Project Manager. Fresno Housing will assign a Repair Project
Manager to serve as the point of contact with the City of Fresno to coordinate the
planning, permitting, and inspection requirements for the renovation project. The City
of Fresno will also designate a point of contact for the Repair Project.
a) Project Schedule and Cost Estimate. Within ten (10) calendar days of the
execution of this agreement, the Repair Project Manager will provide the City of
Fresno with a preliminary schedule and cost estimate to repair The Parkway Inn
and prepare it for occupancy as a low-barrier emergency homeless shelter . It is
estimated that the time required from the execution of this agreement to receipt of
occupancy permit will be approximately thirty (30) calendar days. The schedule
shall identify action items required by the City to meet the project schedule.
b) Progress Meetings and Reports. The Repair Manager shall provide weekly
progress reports for the repair work, and the Repair Manager shall schedule bi
weekly progress meetings with the City of Fresno .
c) Retention, Inspection and Audit of Records . The Repair Manager agrees to
maintain appropriate accounting records for all labor, materials, equipment,
supplies, and service provided to renovate The Parkway Inn for low-barrier
emergency homeless shelter services . The Repair Manager shall retain all
accounting records relating to the renovation work for a period of three (3) years .
The City reserves the right to conduct an audit of the accounting records for the
renovation work any time during the three-year period .
4) Changed Conditions. The City and the Fresno Housing have visually inspected and
toured The Parkway Inn to preliminarily assess the condition of the facility and prepare
preliminary cost estimates for the repair.
a) Despite the best intentions, diligence, and discipline of the City of Fresno and the
Fresno Housing, changed conditions may be encountered during the repair work
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and the changed conditions may require adjustments in the work schedule or
costs . The Fresno Housing will work assist the City with owner-in itiated change
orders, as applicable.
b) When changed conditions are encountered for the repairs, the Repair Manager will
notify the City's point of contact to schedule a meeting to review and discuss
options to address the changed condition.
c) The agreed upon course of action to address the changed condition shall be
prepared in writing by the Repair Manager and submitted to the City.
d) Under no circumstances shall the Repair Manager authorize additional work or
extend the project schedule without the consent of the City of Fresno .
5) Service Contracts. The Repairs Manager is authorized to procure contractors using
a competitive selection process to provide building trade, equipment, materials,
supplies, and other services required to repair The Parkway Inn to serve as a low
barrie r emergency homeless shelter. The Repair Manager is also authorized to utilize
any existing Trade Services contracts for which the Fresno Housing has completed
appropriate procurement.
a) Warranties for Workmanship and Materials. All service contracts shall include a
12-month warranty for workmanship and materials provided for the repairs as
appropriate. Any exceptions should be provided by the City in writing.
b) Regulatory Compliance. The Repairs Manager shall plan and execute the
renovation of The Parkway Inn in compliance with, all statutes , laws, rules,
regu lati ons, requirements, orders, notices, determinations, and ordinances of any
federal, state, or local government and appropriate agencies, departments,
commissions, or boards.
6) Compensation. The Repair Manager's compensation for the renovation work shall be
on a Cost-Plus Fixed Fee Basis.
a) Repair Management Fixed-Fee . As compensation for the project management
and administration of the repair wor~,, the Fresno Housing shall be entitled to a
Repair Management Fixed-Fee. The Management Fixed-Fee shall be payable
monthly during the repair work. The Management Fee shall be established at
$46,625 per month. The Repair Management Fixed -Fee is in addition to the direct
and indirect costs incurred by the Fresno Housing to execute the repair work.
b) Direct and Indirect Renovation Costs. All Direct and Indirect costs will be paid by
the City of Fresno to Fresno Housing at cost. Direct costs are actual costs paid
directly by Fresno Housing to contractors, equipment supp l iers, and service
providers to complete the renovation work. Indirect costs are costs incurred by
Fresno Housing for general overhead, office expenses, and personnel costs for
individuals assigned to the repair work.
c) Payment in advance of work to begin , will be requ ired for 50% of the agreed upon
Scope of Work and Budget for all Direct costs . Following initi al payment of 50%,
all Direct and Indirect costs shall be payable upon receipt of invoices or other
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documentation provided by the Fresno Housing with monthly pay applications, due
and payable within 30 days.
d) Permits and Inspection Fees. The Repair Manager will be required to ensure
payment of all repair and inspection fees required to repair The Parkway Inn to
serve as a low-barrier emergency homeless shelter. These charges may be
included in pay applications as Direct Costs.
e) Utility Deposits and Monthly Charges. The Repair Manager will be required to
ensure payment of all security deposit fees to initiate utility services for The
Parkway Inn, and to pay monthly charges for utilities during the repair work period .
Utility services include, but are not limited to, water, sewer, solid waste, internet,
gas, and electricity. These charges may be included in pay applications as Direct
Costs.
7) Property and Liability Insurance . The City shall maintain, at its cost, property, and
liabili ty insurance for The Parkway Inn during the period when repair work is being
conducted.
8) Workers' Compensation Insurance. Fresno Housing shall ensure compliance with all
worker's compensation insurance requirements for its employees involved in the
repair work.
9) Indemnification. The repair work shall be under the control and management of the
Repair Manager.
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EXHIBIT B
Property Description
Lee al Description
The land described her ein is situa t ed in the Sta e of Ca li -omia, Co u nt',• of Fr~no, City of Fr esno, described as
fo ll o·,vs:
LOTS 13, 14, 15, 16, AND 17 O F ROEO ING PARK GARDENS ACCORDING TO THE MAP RE CORDED I N SOO K 13,
PAGE 37 AND 38 O F PLATS, RECORDS OF SAID COUNTY.
EXCEP TI NG THE REFROM FROM SA.ID LOTS 13 AND 14, THAT PORTION DEEDED T THE STATE O F CA LIFORNIA
DESCRIBED AS FOUOWS :
BEGINN l ~IG AT TH E SOUTHEASTER LY CORNER OF SA I D LOT 13 ; THENCE ALONG TH E SOUTHERL Y LINE SO UTH 81'
43 ' 27 " ~• EST 20.59, FEET TO AN INTERSECTION WITH A CV R'I/E CONCAVE TO TH E SOUTHWEST WI TH A RADIUS
OF 3-972 FEET , {A RAD IAL LI NE THROUGH SAID INTERSECTION BEA:RS NORTH 62° 4 ' OS" EAST ) TH ENCE
NORTHWESTERLY ALONG SAID CURVE AN AR C DISTANCE Of 1.96 _81 FEET TO TH E NOR THE RLY BOUNDARY LI NE
OF SAID LOT 14; TH EN CE ALONG SAID NORTHERLY BOUNDARY NORTH 8.94 46' 45 EAST2LOO FEET, A ~O
SOUTHEAS TERLY A LONG A CURVE CONCAVE TO THE SOUTHWEST 1TH A RA D'I US O F 20 ffET AN ARC D ISTANCE
Of 22..43 FEET TO THE EASTERLY BOUNDARY OF SA ID LOT 14; T EN C£ ALONG SAID EASTER LY BO UN DARY AND
EASTER L'i BOUNDARY O F SA ID LOT 13, SOUTH 25° 55 ' 35 • EAST . 1.75 .00 FEIT, TO HE POI NT OF BEGINNING .
APN: 449-324-11
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EXHIBIT C
INSURANCE REQUIREMENTS
Service Agreement between City of Fresno (City)
and Fresno Housing Authority (Service Provider)
Repair of The Parkway Inn for Low-Barrier Emergency Shelter Housing
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as :
1. 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 *Comm ercial Auto Coverage Form CA 00
01, providing li1ability 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 autcimobile coverage is used, the
City, its officers , officials, employees , agents , and volunteers are to be listed
as additional insu reds.
3. Workers' Compensation insurance as required by the State of California
and Employer':; Liability Insurance.
MINIMUM LIMITS OF INSURANCE
Service Provider, or any party the Service Provider subcontracts with, shall maintain limits
of liability of not less than those set forth below. However, insurance limits available to
City, its officers, officials , employees , agents , and volunteers as additional insureds , shall
be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured :
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for persona l and advertising injury ;
(iii) 1,000,000aggregate for products and completed operations ; and ,
(iv) $1,000,000 general aggregate applying separately to the work
performed under the Agreement.
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2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage .
OR*
PERSONAL AUTOMOBILE LIABILITY insurance with limits of liability not
less than:
(i) $100,000 per person;
(ii) $300,000 per accident for bodily injury; and,
(iii) $50,000 per accident for property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
UMBRELLA OR EXCESS INSURANCE
In the event Service Provider purchases an Umbrella or Excess insurance policy(ies) to
meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and
afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis
for the benefit of the City, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
Service Provider shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and Service Provider shall also be responsible for
payment of any self-insured retentions. Any deductibles or self-insured retentions must
be declared on the Certificate of Insurance, and approved by, the City's Risk Manager or
designee. At the option of the City's Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City, its officers, officials, employees, agents,
and volunteers; or
(ii) Service Provider shall provide a financial guarantee, satisfactory to
City's Risk Manager or designee, guaranteeing payment of losses
and related investigations, claim administration and defense
expenses. At no time shall City be responsible for the payment of
any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. City , its officers, officials, employees, agents , and volunteers are to be
covered as additional insureds. Service Prov ider shall establ ish additional
insured status for the City and for all ongoing and completed operations by
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use of ISO Form CG 20 10 11 85 or both CG 20 10 10 01 and
CG 20 37 10 01 or by an executed manuscript insurance company
endorsement providing additional insured status as broad as that contained
in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection
afforded to City, its officers, officials, employees, agents, and volunteers.
Any available insurance proceeds in excess of the specified minimum limits
and coverage shall be available to the Additional Insured .
3. For any claims related to this Agreement, Service Provider's insurance
coverage shall be primary insurance with respect to the City, its officers,
officials, employees, agents, and volunteers. Any insurance or self
insurance maintained by the City, its officers, officials, employees, agents,
and volunteers shall be excess of Service Provider's insurance and shall
not contribute with it. Service Provider shall establish primary and non
contributory status by using ISO Form CG 20 01 04 13 or by an executed
manuscript insurance company endorsement that provides primary and
non-contributory status as broad as that contained in ISO Form CG
20 01 04 13.
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.
All policies of insurance required herein shall be endorsed to provide that the coverage
shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty
calendar days' written notice by certified mail, return receipt requested, has been given
to City. Service Provider is also responsible for providing written notice to the City under
the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice
of cancellation, non-renewal, or reduction in coverage or in limits, Service Provider shall
furnish City with a new certificate and applicable endorsements for such policy(ies). In
the event any policy is due to expire during the work to be performed for City, Service
Provider shall provide a new certificate, and applicable endorsements, evidencing
renewal of such policy not less than fifteen calendar days' prior to the expiration date of
the expiring policy.
VERIFICATION OF COVERAGE
Service Provider shall furnish City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements
are to be received and approved by the City's Risk Manager or designee prior to City's
execution of the Agreement and before work commences. All non-ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of City, Service Provider shall immediately furnish City with a
complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by th,~ underwriter to be a true and correct copy of
the original policy. This requirement shall survive expiration, or termination of this
Agreement.
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EXHIBIT D
DISCLOSURE OF CONFLICT OF INTEREST
Repair of The Parkway Inn for Low-Barrier Emergency Shelter Housing
YES* NO
1 Are you currently in litigation with the City of Fresno or any of its
agents? □ ~
2 Do you represent any firm, organization, or person who is in litigation
with the City of Fresno? □ ~
3 Do you currently represent or perform work for any clients who do
business with the City of Fresno? □ ~
4 Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with the City
of Fresno, or in a business which is in litigation with the City of
Fresno?
□ ~
5 Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee who
has any significant role in the subject matter of this service? □
~
6 Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with
this Project? □ ~
* If the answer to any question is yes, please explain in full below.
Explanation: ___________
Signature
7.7.2022
Date
Tyrone Roderick Williams
Name
Hous ing Authority of the C ity of Fresno , CA
Company
1331 Fulton Street
Address
o Additional page(s) attached . Fresno CA 93721
City, State, Zip
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