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HomeMy WebLinkAboutSouthwest Fresno Development Corporations - Grnat Agreement - 4-3-2023UUUUJIyII CIIVCIu u ILJ. o! L.rcayu-o IMu-•r+uu-OLU'+-GVOrDM4P1VVM'F GRANT AGREEMENT BETWEEN THE CITY OF FRESNO AND SOUTHWEST FRESNO DEVELOPMENT CORPORATION (SWFDC) REGARDING FUNDING UNDER THE AMERICAN RESCUE PLAN ACT FOR THE NO PLACE LIKE HOME PROGRAM TO BUILD WEALTH THROUGH HOMEOWNERSHIP IN SOUTHWEST FRESNO 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 Southwest Fresno Development Corporations (SFWDC) (GRANTEE), to provide funding for the No Place Like Home program to build wealth through homeownership in Southwest Fresno. RECITALS WHEREAS, there is an increased need to educate, build confidence in, and equip local residents to become loan -ready and prepare for homeownership; and WHEREAS, the City desires to provide funds to assist GRANTEE in providing education pathways to homeownership and an opportunity to participate in a lease to own housing program in Southwest Fresno; and WHEREAS, GRANTEE represents it desires to and is professionally and legally capable of immediately providing these services for City of Fresno residents; and WHEREAS, 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 premises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. Scope of Services. 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. City shall provide GRANTEE the amount of $1,000,000 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 Aareement and Time for Performance. This Agreement shall be effective from the Effective Date through December 31, 2024, subject to earlier termination in accordance with this Agreement. The services as described in Exhibit A Page 1 of 22 L UUUJlyl I CI IVCIUptC IL/. D/ lircZ1Z2U-D IMV-wwVU-OGVw-LVOr OF1LF1UUMw 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. 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 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. GRANTEE shall not be entitled to any additional compensation if services are performed prior to a signed written amendment. 5. Termination, Remedies and Force Ma'eure. (a) This Agreement shall terminate without any liability of the City or to GRANTEE upon the earlier of: (i) GRANTEE filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against GRANTEE; (ii) seven calendar days prior written notice with or without cause by the City to 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, GRANTEE shall (i) immediately stop all work hereunder; (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 GRANTEE that are owned by the City. Subject to the terms of this Agreement, GRANTEE shall be paid compensation for services satisfactorily performed prior to the effective date of termination. 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 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 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) GRANTEE shall provide the City with adequate written assurances of future performance, upon the Administrator's request, in the event GRANTEE fails to comply with any terms or conditions of this Agreement. Page 2 of 22 UUUUOIIY. II CI IVCIUPt! IL/. Df %,r4u. u-o IHU-4YUU-OLV4-GVOr�HLHUUH4 (f) GRANTEE shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of 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. 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 GRANTEE pursuant to this Agreement shall not be made available to any individual or organization by GRANTEE without the prior written approval of the City. During the term of this Agreement, and thereafter, GRANTEE shall not, without the prior written consent of the City, disclose to anyone any Confidential Information. The term "Confidential Information" for the purposes of this Agreement shall include all proprietary and confidential information of the City, including but not limited to business plans, marketing plans, financial information, materials, compilations, documents, instruments, models, source or object codes, and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City. (b) Any and all writings and documents prepared or provided by GRANTEE pursuant to this Agreement, including without limitation grant applications and supporting documents, are the property of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement. Copies of grant applications and supporting documents shall be promptly provided to City during the term of this Agreement. GRANTEE shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (c) If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, 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 GRANTEE represents to the City that 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 GRANTEE or any subcontractors from said professional standards. 8. Indemnification. Page 3 of 22 UUUU, Jy II CI IVCIUplC ILJ. O/ k-F4JZ1U-D IMU-"UU-OGU'i-LUOr OMLMUUM'T To the furthest extent allowed by law, GRANTEE 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 GRANTEE, its principals, officers, employees, agents or volunteers in the performance of this Agreement. If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, 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 afore mention ed,_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 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 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. 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, 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, GRANTEE shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by GRANTEE in such statement. (b) 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, GRANTEE shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE and the respective subcontractor(s) are in full compliance with all laws and regulations. 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 Page 4 of 22 UUUU0IY11 CIIVCIUPV IU. D/ %,rGy Z7U'D IHU-44VV'OGV4'L UOrOHGHVVH4 appearance of a conflict of interest, GRANTEE shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, 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 City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) 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 GRANTEE, nor any of 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. 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, GRANTEE shall remain responsible for complying with Section 10(b), above. (f) If GRANTEE should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, 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. GRANTEE shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements: 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). 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 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 contracts (and subcontracts) and Federal financial assistance subject to the Page 5 of 22 UUUU,DJ 1I MIVCIUIJ"IU.O!IJrLZIZIU-D1/1V-'F4VV-OLU4-LUOr�/1LFIVUM'# 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, GRANTEE shall provide documentation to the City that it is fulfilling this requirement. 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 GRANTEE is found to have provided services to ineligible individual, households, or entities or made an ineligible expenditure, 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, GRANTEE agrees to permit City staff to conduct one performance review during the term of this agreement. 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 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 GRANTEE's performance metrics shall be made available and retained for the same time periods as the Project's expense data. GRANTEE shall furthermore comply with all funding requirements as set forth in ARPA. If GRANTEE fails to provide City staff access or documentation necessary to conduct a City -requested performance review, City may terminate this Agreement in accordance with Section 5. In addition, all books, documents, papers, and records of 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 GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, 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. (c) Prior to execution of this Agreement by the City, GRANTEE shall have provided evidence to the City that GRANTEE is licensed to perform the services called for by this Agreement (or that no license is required). If GRANTEE should Page 6 of 22 UUUUJIYI I CI IVUIUPU IU. O! l.r L.7.7U_p IMU-"uv-OLV4-4voFo 1LMUUMY subcontract all or any portion of the work or services to be performed under this Agreement, 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, 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, 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, GRANTEE agrees as follows: (a) 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) 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. 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 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. GRANTEE agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) GRANTEE will, in all solicitations or advertisements for employees placed by or on behalf of 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 Page 7 of 22 L/UUUO&I CIIVCIU� t1 IL/. D!-.r LyVU-D IMU-,FYUU-OLU'#-LUOr DMLMUUM'4 status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. (d) 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 GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, 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, GRANTEE is acting solely as an independent contractor. Neither 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 GRANTEE shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that 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 GRANTEE and the City. 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, GRANTEE shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, GRANTEE and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. 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, 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 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, 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, 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 Page 8 of 22 VUUUJIIYII CIIVCIUYU IU. D! k F4L UU-D IMU-'N+UU'ULU'#'LUUrDM4MUUM'4 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. Binding. Once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives. 17. Assignment. (a) This Agreement is personal to GRANTEE and there shall be no assignment by GRANTEE of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by GRANTEE, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) GRANTEE hereby agrees not to assign the payment of any monies due 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. Com liance With Law. In providing the services required under this Agreement, 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, GRANTOR 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, 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. Page 9 of 22 LJUL;UJlyll CIIVt::1UPC IL). or l.rc=yu-o IMV-�-r4uu-ocu�F-cuor �r�cr�vur�'# 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. Attorneys 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 GRANTEE. [SIGNATURES FOLLOW ON NEXT PAGE] Page 10 of 22 uuuuoiyii cnvaiUNe iu. D1',r-4=D-0 1rio-"ULJ-0eU+-eU0F0 4MUUM+ 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 ❑ocu Sig ned by: By: 4/3/2023 Georgeanne A. White Date City Manager, City of Fresno APPROVED AS TO FORM: ANDREW JANZ City 'Q6E�igr�d by: %• A4—' 3/17/2023 By: RR Angela Karst Date Deputy City Attorney ATTEST: TODD STERMER, CMC City ClgkSi I l by: By: � I gOW 4/3/2023 r n Date Deputy Addresses: CITY: City of Fresno — Finance/GMU Attention: Courtney Espinoza, Business Manager 2600 Fresno Street Fresno, CA 93721 Phone: (559) 621-7008 FAX: (559) 457-1541 Southwest Fresno Development Corporation, a California nonprofit corporation DocuSigned by: By: S151.D Ana Name: Sabrina Kelley Title: Board chair, SWFDC (If corporation or LLC., Board Chair, Pr.0§� e Pres.) By: [rVI Margarita Rocha Name: Title: Executive Director (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Southwest Fresno Development Corporation Attention: Allysunn Walker Executive Director Fresno, CA 93706 Phone: (559) 2371444 Attachments: 1. Exhibit A - Scope of Work, Budget and Metrics 2. Exhibit B - Insurance Requirements 3. Exhibit C - Conflict of Interest Disclosure Form Page 11 of 22 uuL;uoiyii CiiveiuNc 1U. of �.rcyyu-o IMU-4+vu-04uw-/-UOFD ZMULJr+•+ EXHIBIT A Scope of Work, Budget and Metrics Executive Summary The Southwest Fresno Development Corporation (SWFDC) is working to enable residents to capitalize on the once -in -a -generation opportunity to build wealth through homeownership. Over the next 10 years, 1000+ new homes are planned to be built in SW Fresno and SWFDC is offering HUD -Certified Housing Counseling education in partnership with a local CBO, to educate, build confidence in, and equip local residents to become loan -ready and prepared for homeownership. For our low- and moderate - income residents, the HUD Certificates will enable them to qualify for down payment assistance. The homebuying process can be intimidating, so during and after the 8-hour Homebuyers' Education course, SWFDC will provide up to 20 hours of housing counseling, credit counseling, and mortgage technical assistance for families who complete the program. SWFDC will also host the First Annual Fresno Homebuyers' Conference at Westside Church on April 29, 2023 and will work with the City on convening the SW Fresno Housing Collaborative with local developers, lenders, realtor representatives, community supporters, City staff and residents for updates on local residential and commercial community development. Services Description The SWFDC Homeownership Institute will provide quarterly Homebuyer Education classes on Zoom and in -person. We partner with a HUD -certified Housing Counseling Agency to ensure our graduates are eligible for downpayment assistance programs. Once each class/cohort completes the 8-hour homebuyers education classes, SWFDC staff enter them into our Housing Case Management program where we provide one-on- one homeownership counseling based on their individual goals, objectives and timeline. Each participant/family is offered a minimum of 10 hours of credit and housing counseling and mortgage technical assistance and advising and can be introduced to a realtor. Because many participants in our homebuyer classes are low- and moderate -income households, many will not be able to purchase a home within a year. For 4 families during the Program Period, SWFDC's goal is to purchase 4 homes and lease these new homes with options to purchase, to potential buyers who have gone through our Homeownership Institute classes and are engaged in homeownership and credit counseling. These 1-2 year "leases with options" would help SWFDC "stair -step" our families from renting up to homeownership as an incremental strategy. Once our buyer families are "loan -ready," SWFDC would sell them the asset with the appreciated equity and continue the strategy to purchase another home and repeat the process. In this way, we can assist families at their pace and service the mortgage debt on these homes through rents collected. Four (4) homes would be potentially purchased for homeowners. We believe that we can assist 10 families over 5 years with this strategy or at least 2 per year, depending on purchase prices, market conditions, interest rates, homebuyer readiness, family Page 12 of 22 L/UUUJIIJ.I I CIIVCIUFIC IU. D! %�F-Z�.7U-D I MU-'F'4VU-000'#-LU0r0M4MUUM't household income, etc. SWFDC staff and realtor contractor(s) will be negotiating prices with the housing developers directly. Hopefully we can get discounted prices with a portion of the purchase price being offered as a tax -write off (if approved by our attorney). SWFDC's goal is to purchase 4 properties at $300,000 or less. At that price point with downpayment assistance, the family will have a mortgage payment of between $1700- $2000 per month — hopefully comparable to what they are paying now for rent. We work to prevent financial shock for our families, and to keep the monthly mortgage amount low, we will work with lenders to buy down the interest rates and provide down payment assistance. As tenants in these 4 houses, SWFDC will enter into up-to-24-month lease agreements with families that provide an option for homeownership purchase at the end of the period. On a case -by -case basis, SWFDC will determine whether or not to extend the lease for the family. For an additional 24 months if they are not able to purchase the property at the end of the 1st lease. Our goal is to lease in order to sell — we are preserving affordable housing and enabling families to live in the neighborhood of their choice. If a lease is not exercised, our Board of Directors and CEO will decide what to do with the family based on their goals. Our goal is not to contribute to any housing instability, so if we need to remain landlords for an extended and reasonable period, we are prepared to do that. Because SWFDC will be providing homeownership education to at least 150 potential borrowers each year, we are confident that we will be able to replace a leasee-buyer of an SWFDC—owned home if needed. We anticipate purchasing 4 homes over the grant period, so we are talking about a small number. SWFDC will host an Annual Fresno Homebuyers' Conference (on April 29 at Westside Church) that will provide workshops and general information for 300 community members we anticipate will attend. Lenders, realtors, builders/developers are invited to make presentations. SWFDC wants to reach a broader audience to create a community -wide conversation around homeownership for those who might purchase in the future. We are planting seeds for homeownership over the next 10 years by hosting this Annual Conference and outreach. SWFDC is also convening what we are calling the "SW Fresno Housing Collaborative," a twice -annual meeting that are holding in partnership with the City of Fresno. Our goal is to convene developers/builders, lenders, community advocates, realtor representatives, and City personnel at City Hall, providing updates on the new homes' construction schedules, and collectively stewarding over community development activity in SW Fresno. Goals and Objectives Broad goals are to: Page 13 of 22 uuuuoiyii F_nvrwNca iu. of rcaav-o ir�o-4�uv-ocu4-cuoror�crwvr�w ■ Increase awareness of homeownership opportunities as a tool for reducing the racial wealth gap and restoring the SW Fresno Community • Offer high -quality homeownership education programs to educate and equip future borrowers to become loan -ready and move toward homeownership • Provide housing counseling, credit counseling and mortgage technical assistance • Host the Annual Fresno Homebuyers' Conference • Convene the Southwest Fresno Housing Collaborative to help move community development goals forward and hear the voice of community residents • Purchase and provide rental housing to families who are striving to be loan -ready through SWFDC homeownership programs Program/Project Milestones and Timeline • Deliver Quarterly Homeownership Education classes (January 14-March 4, June 3, September TBD, December TBD) for up to 150 attendees, with 75 HUD Downpayment Assistance Certificates issued for those who complete the training. • Starting March 6, begin enrolling attendees into Housing Case Management program and provide a minimum of 10 hours of 1:1 housing and credit counseling and mortgage/down payment technical assistance for families ■ Host a Credit Building workshop on Zoom on March 25, 2023 • Host the First Annual Fresno Homebuyers' Conference on April 29, 2023 • Continue throughout the year to provide Homeownership Education and 1:1 counseling and workshops • Use Student Summer Interns to create an inventory of vacant lots and distressed properties and identify opportunities for SWFDC to serve the housing needs of the community • Convene the SW Fresno Housing Collaborative twice annually, in Summer and Winter ■ Purchase four homes for renters entering into 24-month leases with options to purchase before end of year 2024 • Begin application to HUD to become a HUD -Certified Housing Counseling Agency in February 2024 Program/Project Metrics Output Measures • Number of people going through the 8-hour homebuyer education classes (Goal of 150 with up to 75 HUD Certificates issued) • Number of 1:1 counseling hours for 75 families • Number of borrowers each year who will be pre -approved for a mortgage loan Page 14 of 22 LIUI:UJ I Y II CI IVCIUjIC IU. D! k r-Gz7yU-D IMU-`'+UU-OLUY-LUOr DMLMVUM'# • First Annual Homebuyers Conference conducted • Hire a "Realtor in Residence" to provide real estate advising services (# counseling hours will be tracked) • Hire 2 CSU Fresno student interns to support homeownership programs and identify vacant lots, foreclosed properties, and other opportunities for SWFDC to potentially purchase for development (# of properties [vacant lots, foreclosures, abandoned buildings] will be tracked) • Host the SW Fresno Housing Collaborative Convening in partnership with the City of Fresno • Complete the application to become a HUD Certified Housing Counseling Agency with a HUD Housing Counselor on staff Outcome Measures • Increased homebuyer knowledge and confidence • Improved credit scores • Number of homes purchased ■ Number of leases with options negotiated ■ # of new homeowners • # Downpayment assistance awards made • Increased funding attracted to SWFDC Page 15 of 22 uul:u OIYI I Clly C1U)Jk7 IU. Dr l,r-Gy:7U-0 IMU-Y'FUU-OLU'+-LUOr DMLMUUM'4 Budget Narrative Organization Name: Southwest Fresno Development Corporation Expenditure Category: 3.12 (pick from list of expenditure categories tab) ARPAfor Community Based Organizations Budget Narrative Typll .. DverSeoria0aspoCtt of CKI HameownyrSnlpirryyUl7payamson BehalFefSVxFOC, IHIAer CrfALhM Af the CEO, Program Owl ovorill word4ma lg llx program, 7lrneinLS, ensures Program is nulMog eficiendyand is responsible for Throughout the Program .75FTE@$70,000fyr770.000cornmunw,9 d withClStalLOrereessmo tmeculonofall-retale 3dAesProgram Coordinator �P� theProgram Directorwilh curriculum delivery, partnerships management, Conference liaison, record TlvosyhWl the Program 1FTE@$50,00lyrkeeping, proli m➢aa Administrator Supports the Program T eam with administrativefunctions, contractor management, assists with participant7 holltthe Pro ram hro" 9 1FTEProgram @$30,000lr appoirr➢mertts foreeunselin rocesses invoices HaaM Insurance To support the FTEs listed above Throughout the Program Beam insumrce prernwrrs' emdq—tare 1690000 Pallmn Services Fees GUSTO pallservice Throughout the Program I'm f$BBlrrona, 820.00 PilTaxes -Employer Cal c ulated at State/Federal rates Throughout the Program APproxinl12%ofuml salaries 21,600.00 Contractors Fee for Services: Throughout the Program ,Contractors ,Arc hilecturalfEstimationMspectionslAnpraisalsl FallWinter 2024 5000.0 Contractors ILe al Throughout the Program 162001hour br 40 hours 8000.00 Contractors Event Planni for Annual Conference and ConveningOne Conference& 2 mgsyear M200hrox Enos 7200.00 ,Contractors Public RelationslMarke6nglSocial Media Throughout the Program $1000hrn x 12 nos 12000,0 Contractors Technical Assistance for Communiy Development Corporations CDC) Throughout the Program $2,5001non X B nos 20000.00 (Professional Development Housing Counseling training and classes to become HUD Certified Counselors, Real Estate Trainers forstaff Real estate Agent licensing Spring 2024 eArrl fees for training and licensing 9,000.00 DirectCost Category; Service Typ, Dewoblan -Closing cosWdownpaymenlassislence Time Period T hroughoul the program Cost Breakdown upm SM hsdosngoos6 ,nd )PA x 20 miles C�s' B0,000.00 (Program Expenses (Program Expenses Credit Counselors Throughoutthe program 5751hourx 600 hours 45,000.00 (Program Expenses Homeownership Counselors/Coaches Throughoutthe program 5751hwr x 400 hours 40.000.00 (Program Expenses Wolltsh P Yrslrullwdtraulers Throughout the program °swner�t 16000.00 All, (verve, food for 300, egpl (Program Expenses Homebuyers'Annual Conference 29-Apr-23 lease, incentives, tarok —Al wnierial chldo . 21.000.00 inarkedrg, et) Program Expenses 9 P Quarterly Community Convenin s Y ty 9 Throughoullhe program 4 x $4000 tr venue' bod, mark0ngOanoing.ek 16,000-00 (Program Expenses Ilncenfives for Program Participants Thr9ughoullheprogram s2%pemon tr 60 pegie 20,00000 (Program Expenses Student Summer Interns(2) Summer2023 S2a mox 11x2 1500000 (Pro ram Expenses Realtorin Residence Throughout the program 515VMX12rros Direct 1A 000 no ,Admin Accounting Services Throughout the Program 1,1-1.25%clannual budget 6,500.00 ,Admin Administrative Services Throughout the Program •3FTE,$601hr x 624 hrs+ 47,48000 nixes and to lefi6 ,Admin Insurance: General Liability+HNOA, Workman's Comp+Empl Liability, Professional Liability(Emors and Omission) In forCe puoughout the $16001year x2 3600.00 program .Admin Office Rent al Weslside Church Throughout the Pilograrm $500Imox 12 mos 6,000.00 lcmpuler Eqpt 2lapbps. 1 .Admin IT: Website Maintenance, Desi n, Computer Supporl, Computer Equipment Throughout the Program .pad 1deskm 12.400.00 .Admin .Ofice Supplies, Office Equipment Throughoutple Program 2,500.00 'add additional lines if needed, please ensure calculation are correct Total Grant Amount: 500.040,00 Page 16 of 22 UUUU'DlylI CIIv"lupl7 IL). D! VrLZ7Z7U-D IMU-4YVU-OLU'#-4UOr DMLMUUM'f Budget Organization Name: Southwest Fresno Developpment Co_moration Expenditure Category: 3.12 (pick from list of expenditure categories tab) ARPA for Community Based Organizations BUDGET �— CALCULATED TOTAL: COST CATEGORY COST DESCRIPTION COST PER UNITS (Personnel Program Director 70,000.00 1 $ 1,000,000.00 TOTAL REQUESTED • 70,000.00 $ TOTAL $ ao TOTAL PROJEC ST (Personnel Program Coordinator 50,000.00 1 50,000.00 50,000.00 (Personnel Program Administrator 30,000.00 1 30,000.00 30,000.00 (Personnel Health Insurance 16,900.00 1 16,900.00 16,900.00 (Personnel Payroll Services Fees 820.00 1 820.00 - 820.00 (Personnel PayrollTaxes- Employer 121.600.00 1 21,600.00 21,600.00 Contractors .Architectural/EstimationAnspections/Appr aisals/ 5000.00 1 5,000.00 5,000.00 ,Contractors Legal (200 hours) 200,00 40 8,000.00 8,000.00 Contractors Event Planning for Annual Conference and Convening 7200.00 1 7,200.00 7,200.00 Contractors Public Relations/Marketing/Social Media 1000.00 12 12,000.00 12,000.00 ,Contractors Fundraising (2K/mo x10 mos) 2000.00 10 20,000.00 20,000.00 'Prof Development Housing Counseling Training and Licensing and Real Estate Agent Training and Licensing 9,00a00 1 9,000.00 9,000.00 Capital Improvements Home purchase downpayment $ 100,000.00 4 400,000.00 400,000.00 (Direct Services Closing costs/downpaymentassistance (up to $5K/family) 5,000.00 16 80,000.00 80,000.00 IDirect Services Credit Counselors 75.00 600 45,000.00 45,000.00 (Direct Services Homeownership Counselors/Coaches 75M 533 40,000.00 40,000.00 (Direct Services Workshop Instructorsrrrainers 2,000.00 8 16,000.00 16,000.00 IDirect Services Homebuyers'AnnualConference 21,000.00 1 21,000.00 21,000.00 IDirectServices QuarteriyCommuni Convenings 4,000.00 4 16,000.00 16,000.00 IDirect Services Incentives for Program Participants 250.00 80 20,000.00 - 20,000.00 IDirect Services Student Summer Interns (2) 7.500.00 2 15,000.00 15,000.00 IDirect Services Realtor in Residence$1500/mo 1.500.00 12 18,000.00 - 18,000.00 Administration Accounting Services 6,500.00 1 6,500.00 6,500.00 ,Administration Administrative Services 47.480.00 1 47,480.00 47,480.00 ,Administration Insurance 3,600,00 1 3,600.00 3,600.00 Administration Office Rent atWestside Church 500.00 12 6,000.00 6,000.00 Administration IT equipment and support 12400.00 1 12,400.00 12,400.00 ,Administration Office Supplies, Office Equipment 2,500.001 2,500.00 Page 17 of 22 LJUUUOI II CI IVCIUpI IU. DI ;..r Z.ZIUU-D IMU-'4'4UU-O4U4-4UOr DMGMUUM•i EXHIBIT B Insurance Re uirements (a) Throughout the life of this Agreement, 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 Commissioner to do business in the State of California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or designee at any time and in 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 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, 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 GRANTEE 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 GRANTEE 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 GRANTEE shall not be deemed to release or diminish the liability of GRANTEE, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY and STATE by 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 GRANTEE. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of 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: 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 Page 18 of 22 VVUU0Iy1I CI IVUIUP. IU. D! k r-e_VUV-D I HU-4'4UU-000Y-LUOf DM4MVUM4 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 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 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 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, (ii) $2,000,000 policy aggregate. Page 19 of 22 UUUUO1 11 M IVF11UPU IU. D! lrre_UVU-D IF1U-•F•FUU-0004-LUOf D/'1LMUUM4 UMBRELLA OR EXCESS INSURANCE In the event 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 STATE and each of their officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF -INSURED RETENTIONS GRANTEE shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and 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 CITY and STATE or any of their officers, officials, employees, agents and volunteers; or (ii) GRANTEE 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 (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 CITY, except ten days for nonpayment of premium. 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, GRANTEE 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, 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. GRANTEE shall establish additional insured status for the CITY and STATE for all Page 20 of 22 LJUL;U01y II CI IVUIUPC IU. DI l,r/_=U'D Ih1U'Y'4UU-OLV4'LVOf O/'1LMUVM4 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 CITY and STATE and each of their officers, officials, employees, agents and volunteers. If GRANTEE maintains higher limits of liability than the minimums shown above, CITY and STATE requires and shall be entitled to coverage for the higher limits of liability maintained by 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, 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 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 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 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 21 of 22 LJUUUJIIy.II CI IVCIUPIC ILJ. D/l,r/_=U-D IMV'44VU'OLU�-F-L VOr D/1LF1VVM4 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 GRANTEE, 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 CITY for review. 5. These requirements shall survive expiration or termination of the Agreement. PROVIDING OF DOCUMENTS - GRANTEE shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received by 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 CITY, GRANTEE shall immediately furnish CITY with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of GRANTEE shall also be required to provide all documents noted herein. SUBCONTRACTORS- If GRANTEE subcontracts any or all of the services to be performed under this Agreement, 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 CITY and STATE if failure to comply with this provision results in damages to the CITY or the GRANTEE. Page 22 of 22 UUUUOIyI I CIIVCIUPU IU. DI %, rZUUU-U IMU-"uu-o LU'F-LUorDr1LMUUM4 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 ❑ 0 litigation with the City of Fresno? 3 Do you currently represent or perform work for any clients who ❑ ❑x 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 ❑ x❑ 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 ❑ 0 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: N/A ❑ Additional page(s) attached. 1 SaDyl" P3OW . Signature 3/13/2023 Date Sabrina Kelley (Name) Board Chair, south west Fresno rev. Corp. (Company) 1422 w. California Ave (Address) Fresno, CA 93706 (City, State Zip)