HomeMy WebLinkAboutCecil C. Hinton Community Center Grant Agreement - 4-12-24 DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9 C9 J v.M 3+�
GRANT AGREEMENT BETWEEN THE CITY OF FRESNO AND THE CECIL C.
HINTON COMMUNITY CENTER A NON-PROFIT CORPORATION REGARDING
FUNDING FOR
THE HINTON CENTER PROJECT
THIS GRANT AGREEMENT��(lAGQR4EEMENT) is made and entered into effective
upon execution by both parties on (the Effective Date), by and between the
CITY OF FRESNO (the CITY), and the CECIL C. HINTON COMMUNITY CENTER, a
California Non-Profit Corporation (the GRANTEE), to provide funding for the Hinton
Center Project (PROJECT).
RECITALS
WHEREAS, The Cecil C. Hinton Community Center was constructed in 1965; and
WHEREAS, the City Council appropriated funding to the GRANTEE for this
PROJECT to expand access to Community Resources in the City of Fresno; and
WHEREAS, the GRANTEE acknowledges that grant funds provided under this
AGREEMENT will be derived from the City of Fresno General Fund, and is subject to the
requirements of the Fresno Municipal Code; and
WHEREAS, the GRANTEE represents it desires to and is professionally and
legally capable of completing the scope of work outlined in this AGREEMENT; and
WHEREAS, this AGREEMENT will be administered for the CITY by its Parks, After
School, Recreation and Community Services (PARCS) Director or their 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. The GRANTEE shall perform to the satisfaction of the
CITY the scope of work described in Exhibit A, including all work incidental to, or
necessary to perform, such scope even though not specifically described in Exhibit A.
2. Grant Amount. The CITY shall provide the GRANTEE the amount of
500 000 for the PROJECT described in Exhibit A. Of this total, the GRANTEE may
request that up 25% of the total grant amount be provided as a one-time upfront payment
to enable work to begin. The remaining funding shall be distributed on a reimbursement
basis for eligible costs incurred as described in section 5.
(a) Reimbursement for Program Activities.
i. This award may include an upfront payment of up to$125,000
to the GRANTEE to allow work to begin immediately. The GRANTEE may exercise this
option by submitting a request for upfront payment in writing to
PARCSContractsC?a.Fresno.go_v_. An invoice template will be provided and will require
supporting documentation for all eligible expenses.
Page 1 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
ii. For the aforementioned PROJECT, the CITY agrees to
reimburse the GRANTEE solely from allocated and available funds. Compensation for
satisfactory performance of all services required or rendered pursuant to this
AGREEMENT for eligible costs incurred by the GRANTEE in pursuit hereof, shall be
reimbursed in an amount not to exceed $500,000, less any upfront payment.
iii. Detailed itemized invoice statements shall be submitted to the
CITY by GRANTEE quarterly by the 15th of the month for services performed in the
preceding quarter and will be payable in the normal course of the CITY's business. An
invoice template will be provided and will require supporting documentation for all eligible
expenses.
iv. Timesheet or contracted services documentation will be
required for all funded staff positions.
V. Payment of grant funds to the GRANTEE shall be contingent
on the CITY'S receipt of an undisputed invoice and any reports and substantiation
materials required by the CITY.
3. Term of Agreement and Time for Performance.
(a) This AGREEMENT shall be effective for two (2) years from the
Effective Date, subject to earlier termination in accordance with this AGREEMENT. The
services as described in Exhibit A are to commence upon the Effective Date and shall
be completed prior to expiration of this AGREEMENT and in accordance with any
performance schedule set forth in Exhibit A.
(b) The CITY may exercise the option to extend the AGREEMENT for
an additional year at the sole discretion of the City Manager or their designee. Any
extensions to the term of the AGREEMENT must be made by written amendment to the
AGREEMENT signed by an authorized representative for each party.
4. Proiect Amendments.
(a) The CITY will consider project amendments and budget
modifications between line items, including changes to the awarded scope of services to
maximize the overall benefits to the community.Any change in the scope of services must
be requested in writing and submitted to PARCSContracts@Fresno.gov. The written
request for an amendment must be signed by an authorized representative of the
GRANTEE.
(b) The written request shall include:
An explanation of the proposed scope change
■ Reason(s)for the proposed scope change
• Impact the proposed scope change will have on the original
scope
Impact the proposed scope change will have on the overall
cost, budget, timeline and proposed deliverables.
Page 2 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
(c) Requests for any amendments shall be reviewed by the City
Manager or their designee. The CITY will review all written requests and respond with an
approval or denial for amendment within 30 calendar days of receipt.
(d) The GRANTEE shall not be entitled to any additional compensation
if services are performed prior to an approval notice from the CITY.
(e) If the GRANTEE should fail to comply with any provision of the
AGREEMENT, the CITY shall be relieved of its obligation for further compensation.
5. Termination Remedies and Force Ma'eure.
(a) This AGREEMENT shall terminate without any liability of the CITY or
to the GRANTEE upon the earlier of: (i) the GRANTEE filing for protection under the
federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced
by a third party against the GRANTEE; (ii) seven calendar days prior written notice with
or without cause by the CITY to the GRANTEE; (iii)the CITY's non-appropriation of funds
sufficient to meet its obligations hereunder during any CITY fiscal year of this
AGREEMENT, or insufficient funding for the Project; or (iv) expiration of this
AGREEMENT.
(b) If the GRANTEE should fail to comply with any provision of the
AGREEMENT, the CITY shall be relieved of its obligation for further compensation.
Immediately upon any termination or expiration of this AGREEMENT,the 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 the GRANTEE that are owned by
the CITY. Subject to the terms of this AGREEMENT, the GRANTEE shall be paid
compensation for services satisfactorily performed prior to the effective date of
termination. The GRANTEE shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of the GRANTEE to
satisfactorily perform in accordance with the terms of this AGREEMENT, the CITY may
withhold an amount that would otherwise be payable as an offset to, but not in excess of,
the CITY's 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.
Page 3 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
(e) The GRANTEE shall provide the CITY with adequate written
assurances of future performance, upon the Administrator's request, in the event the
GRANTEE fails to comply with any terms or conditions of this AGREEMENT.
(f) The GRANTEE shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of the GRANTEE and without
its fault or negligence such as, acts of God or the public enemy, acts of the CITY in its
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe weather, and delays of common carriers. The GRANTEE shall notify the CITY in
writing as soon as it is reasonably possible after the commencement of any excusable
delay, setting forth the full particulars in connection therewith, and shall remedy such
occurrence with all reasonable dispatch, and shall promptly give written notice to the
Administrator of the cessation of such occurrence.
(g) Events of Default. When in the opinion of the CITY, there is an
occurrence of any one or more of the following provisions it will represent an Event of
Default for purposes of this AGREEMENT.
i. An illegal or improper use of funds.
ii. A failure to comply with any term, covenant or condition of this
AGREEMENT. Report(s) are submitted to the CITY which are incorrect or incomplete in
any material respect.
iii. The services required hereunder are incapable of or are
improperly being performed by the GRANTEE.
iv. Refusal of the GRANTEE to accept change under Section 18.
v. The GRANTEE fails to maintain any required insurance.
vi. There is a loss of third-party funding (see Section 5 above).
vii. The GRANTEE's breach of any other material condition,
covenant, warranty, promise or representation contained in this AGREEMENT not
otherwise identified within this Section.
(h) Upon the occurrence of an Event of Default, t he CITY shall give
written notice to the GRANTEE of the Event of Default by specifying (1) the nature of
the event or deficiency giving rise to the default, (2) the action required to cure the
deficiency, if, in the sole discretion of the CITY, any action to cure is possible, and (3) if
the Event of Default is curable, a date, which shall not be less than thirty calendar
days from the date of the notice, by which such deficiency must be cured.
6. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by the
GRANTEE pursuant to this AGREEMENT shall not be made available to any individual
or organization by the GRANTEE without the prior written approval of the CITY. During
the term of this AGREEMENT, and thereafter, the GRANTEE shall not, without the prior
written consent of the CITY, disclose to anyone any Confidential Information.
(b) The term "Confidential Information" for the purposes of this
AGREEMENT shall include all proprietary and confidential information of the CITY,
Page 4 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
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.
(c) Any and all writings and documents prepared or provided by the
GRANTEE pursuant to this AGREEMENT 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. The GRANTEE shall not permit the reproduction or use thereof by any
other person except as otherwise expressly provided herein.
(d) If the GRANTEE should subcontract all or any portion of the services
to be performed under this AGREEMENT, the GRANTEE shall cause each subcontractor
to also comply with the requirements of this Section 6.
(e) This Section 6 shall survive expiration or termination of this
AGREEMENT.
7. Professional Skill. It is further mutually understood and agreed by and
between the parties hereto that inasmuch as the GRANTEE represents to the CITY that
the GRANTEE and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said profession necessary to perform the
services agreed to be done by it under this AGREEMENT, the CITY relies upon the skill
of the GRANTEE and any subcontractors to do and perform such services in a skillful
manner and the GRANTEE agrees to thus perform the services and require the same of
any subcontractors. Therefore, any acceptance of such services by the CITY shall not
operate as a release of the GRANTEE or any subcontractors from said professional
standards.
8. Indemnification. To the furthest extent allowed by law, including California
Civil Code section 2782, GRANTEE shall indemnify, defend and hold harmless CITY and
each of its officers, officials, employees, agents, and volunteers from any and all claims,
demands, actions in law or equity, loss, liability, fines, penalties, forfeitures, interest,
costs including legal fees, and damages (whether in contract, tort, or strict liability,
including but not limited to personal injury, death at any time, property damage, or loss of
any type) arising or alleged to have arisen directly or indirectly out of (1) any voluntary or
involuntary act or omission, (2) error, omission or negligence, or(3) the performance or
non-performance of this Contract . GRANTEE'S obligations as set forth in this section
shall apply regardless of whether CITY or any of its officers, officials, employees, agents,
or volunteers are passively negligent, but shall not apply to any loss, liability, fines,
penalties, forfeitures, costs or damages caused by the active or sole negligence, or the
willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers.
To the fullest extent allowed by law, and in addition to the express duty to indemnify,
GRANTEE, whenever there is any causal connection between the GRANTEE's
performance or non-performance of the work or services required under this Contract and
any claim or loss, injury or damage of any type, GRANTEE expressly agrees to undertake
a duty to defend CITY and any of its officers, officials, employees, agents, or volunteers,
as a separate duty, independent of and broader that the duty to indemnify. The duty to
Page 5 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
defend as herein agreed to by GRANTEE expressly includes all costs of litigation,
attorneys fees, settlement costs and expenses in connection with claims or litigation,
whether or not the claims are valid, false or groundless, as long as the claims could be in
any manner be causally connected to GRANTEE as reasonably determined by CITY.
Upon the tender by CITY to GRANTEE, GRANTEE shall be bound and obligated to
assume the defense of CITY and any of its officers, officials, employees, agents, or
volunteers, including the a duty to settle and otherwise pursue settlement negotiations,
and shall pay, liquidate, discharge and satisfy any and all settlements, judgments,
awards, or expenses resulting from or arising out of the claims without reimbursement
from CITY or any of its officers, officials, employees, agents, or volunteers.
It is further understood and agreed by GRANTEE that if CITY tenders a defense of a
claim on behalf of CITY or any of its officers, officials, employees, agents, or volunteers
and GRANTEE fails, refuses or neglects to assume the defense thereof, CITY and its
officers, officials, employees, agents, or volunteers may agree to compromise and settle
or defend any such claim or action and GRANTEE shall be bound and obligated to
reimburse CITY and its officers, officials, employees, agents, or volunteers for the
amounts expended by each in defending or settling such claim, or in the amount required
to pay any judgment rendered therein.
The defense and indemnity obligations set forth above shall be direct obligations and shall
be separate from and shall not be limited in any manner by any insurance procured in
accordance with the insurance requirements set forth in this Contract. In addition, such
obligations remain in force regardless of whether CITY provided approval for, or did not
review or object to, any insurance GRANTEE may have procured in accordance with the
insurance requirements set forth in this Contract. The defense and indemnity obligations
shall arise at such time that any claim is made, or loss, injury or damage of any type has
been incurred by CITY, and the entry of judgment, arbitration, or litigation of any claim
shall not be a condition precedent to these obligations.
The defense and indemnity obligations set forth in this section shall survive termination
or expiration of this Contract.
If GRANTEE should subcontract all or any portion of the work to be performed under this
Contract, 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 as set forth above.
This section 8 shall survive termination or expiration of this AGREEMENT.
9. Insurance. The GRANTEE shall comply with all of the insurance
requirements in Exhibit B to this AGREEMENT. Failure to comply and maintain the
appropriate insurance may result in immediate termination of the AGREEMENT.
10. Conflict of Interest and Non-Solicitation.
(a) Prior to the CITY's execution of this AGREEMENT, the GRANTEE
shall complete a City of Fresno conflict of interest disclosure statement in the form as set
forth in Exhibit C. During the term of this AGREEMENT, the GRANTEE shall have the
obligation and duty to immediately notify the CITY in writing of any change to the
information provided by the GRANTEE in such statement.
Page 6 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
(b) The GRANTEE shall comply, and require its subcontractors to
comply, with all applicable (i) professional canons and requirements governing avoidance
of impermissible client conflicts; and (ii)federal, state and local conflict of interest laws and
regulations including, without limitation, California Government Code Section 1090 et.
seq., the California Political Reform Act (California Government Code Section 87100 et.
seq.) and the regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time,
upon written request of the CITY, the GRANTEE shall provide a written opinion of its legal
counsel and that of any subcontractor that, after a due diligent inquiry, the GRANTEE and
the respective subcontractor(s) are in full compliance with all laws and regulations. The
GRANTEE shall take, and require its subcontractors to take, reasonable steps to avoid
any appearance of a conflict of interest. Upon discovery of any facts giving rise to the
appearance of a conflict of interest, the GRANTEE shall immediately notify the CITY of
these facts in writing.
(c) In performing the work or services to be provided hereunder, the
GRANTEE shall not employ or retain the services of any person while such person either
is employed by the CITY or is a member of any the 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) The GRANTEE represents and warrants that it has not paid or
agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or
procure this AGREEMENT or any rights/benefits hereunder.
(e) Neither the GRANTEE, nor any of the GRANTEE's subcontractors
performing any services on this PROJECT, shall bid for, assist anyone in the preparation
of a bid for, or perform any services pursuant to, any other contract in connection with this
PROJECT unless fully disclosed to and approved by the City Manager, in advance and in
writing. The GRANTEE and any of its subcontractors shall have no interest, direct or
indirect, in any other contract with a third party in connection with this PROJECT unless
such interest is in accordance with all applicable laws and fully disclosed to and approved
by the City Manager, in advance and in writing. Notwithstanding any approval given by
the City Manager under this provision, the GRANTEE shall remain responsible for
complying with Section 10(b), above.
(f) If the GRANTEE should subcontract all or any portion of the work to
be performed or services to be provided under this AGREEMENT, the GRANTEE shall
include the provisions of this Section 10 in each subcontract and require its subcontractors
to comply therewith.
(g) This Section 10 shall survive expiration or termination of this
AGREEMENT.
11. 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.
Page 7 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
(b) Prior to execution of this AGREEMENT by the CITY, the GRANTEE
will permit the CITY staff to conduct a subrecipient risk assessment. Failure to allow the
CITY staff to conduct this subrecipient risk assessment (EXHIBIT D) may result in the
CITY terminating this AGREEMENT in accordance with Section 5 Additionally, the
GRANTEE's failure to be certified by the 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.
(c) Any portion of the program funded with public funds shall not require
participants to take part in any activity or exercise intended to advance or promote
religion, in compliance with the Article I, Section 1 of the California Constitution.
12. Financial Reporting, Auditing and Document Retention.
(a) The GRANTEE agrees to permit the CITY staff to conduct one
performance review during the term of this AGREEMENT. The CITY has the right to
conduct additional performance reviews both during the term of this AGREEMENT and
after the AGREEMENT's term should the CITY believe these reviews are necessary.
(b) Records of the GRANTEE expenses pertaining to the PROJECT
shall be kept on a generally recognized accounting basis and shall be available to the
CITY or its authorized representatives upon request during regular business hours
throughout the life of this AGREEMENT and for a period of three years after final payment
or, if longer, for any period required by law. Records related to the GRANTEE's
performance metrics shall be made available and retained for the same time periods as
the PROJECT's expense data. If the GRANTEE fails to provide the CITY staff access or
documentation necessary to conduct a CITY-requested performance review, The CITY
may terminate this AGREEMENT in accordance with Section 5.
(c) In addition, all books, documents, papers, and records of the
GRANTEE pertaining to the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If any litigation,
claim, negotiations, audit, or other action is commenced before the expiration of said time
period, all records shall be retained and made available to the CITY until such action is
resolved, or until the end of said time period, whichever shall later occur. If the GRANTEE
should subcontract all or any portion of the services to be performed under this
AGREEMENT, the GRANTEE shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 12(b) shall survive expiration or termination
of this AGREEMENT.
(d) Prior to execution of this AGREEMENT by the CITY, the 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 the GRANTEE
should subcontract all or any portion of the work or services to be performed under this
AGREEMENT, the GRANTEE shall require each subcontractor to provide evidence to
the CITY that subcontractor is licensed to perform the services called for by this
AGREEMENT (or that no license is required) before beginning work.
(e) Prior to execution of this AGREEMENT by the CITY, the GRANTEE
must disclose Program Funding Award & Pending Applications whether it has (or is
Page 8 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
proposed as a sub-recipient under) any pending applications for funded grants or
cooperative agreements that (1) include requests for funding to support the same scope
being proposed in this AGREEMENT, and (2) would cover any identical cost items
outlined in the budget submitted to City of Fresno as part of the application under this
AGREEMENT. The contractor is to disclose applications made directly to awarding
agencies, and also applications for subawards funds (e.g., applications to Private
Foundations, State agencies that will subaward (subgrant)federal funds).
(f) The GRANTEE shall calculate, document and record the
organization's program income, if applicable. Federal Uniform guidance outlines the
requirements that pertain to program income at 2 CFR 200.307. Recipients may add
program income to their Federal award. The program income must be used for the
purposes and under the conditions of the Federal award.
13. Nondiscrimination.
(a) To the extent required by controlling federal, state, and local law, the
GRANTEE shall not employ discriminatory practices in the provision of services,
employment of personnel, or in any other respect on the basis of race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition,
marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or
veteran of the Vietnam era. Subject to the foregoing and during the performance of this
AGREEMENT, the GRANTEE agrees as follows:
(b) The GRANTEE will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the
Vietnam era be excluded from participation in, be denied the benefits of, or be subject to
discrimination under any program or activity made possible by or resulting from this
AGREEMENT.
(c) The GRANTEE will not discriminate against any employee or
applicant for employment because of race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, sex, age, sexual
orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. The
GRANTEE shall ensure that applicants are employed, and the employees are treated
during employment, without regard to their race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era.
Such requirement shall apply to the GRANTEE's employment practices including, but not
be limited to, the following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation;
and selection for training, including apprenticeship. The GRANTEE agrees to post in
conspicuous places, available to employees and applicants for employment, notices
setting forth the provision of this nondiscrimination clause.
(d) The GRANTEE will, in all solicitations or advertisements for
employees placed by or on behalf of the GRANTEE in pursuit hereof, state that all
qualified applicants will receive consideration for employment without regard to race,
Page 9 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
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.
(e) The GRANTEE will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers' representatives of the
GRANTEE's commitment under this section and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
(f) If the GRANTEE should subcontract all or any portion of the services
to be performed under this AGREEMENT, the GRANTEE shall cause each subcontractor
to also comply with the requirements of this Section 15.
14. Independent Contractor.
(a) In the furnishing of the services provided for herein, the GRANTEE
is acting solely as an independent contractor. Neither the GRANTEE, nor any of its
officers, agents, or employees shall be deemed an officer, agent, employee, joint
venturer, partner, or associate of the CITY for any purpose. The CITY shall have no right
to control or supervise or direct the manner or method by which the GRANTEE shall
perform its work and functions. However, the CITY shall retain the right to administer this
AGREEMENT so as to verify that the GRANTEE is performing its obligations in
accordance with the terms and conditions thereof.
(b) This AGREEMENT does not evidence a partnership or joint venture
between the GRANTEE and the CITY. The GRANTEE shall have no authority to bind
the CITY absent the CITY's express written consent. Except to the extent otherwise
provided in this AGREEMENT, the GRANTEE shall bear its own costs and expenses in
pursuit thereof.
(c) Because of its status as an independent contractor, the GRANTEE
and its officers, agents, and employees shall have absolutely no right to employment
rights and benefits available to the CITY employees. The GRANTEE shall be solely liable
and responsible for all payroll and tax withholding and for providing to, or on behalf of, its
employees all employee benefits including, without limitation, health, welfare, and
retirement benefits. In addition, together with its other obligations under this
AGREEMENT, the GRANTEE shall be solely responsible, indemnify, defend and save
the CITY harmless from all matters relating to employment and tax withholding for and
payment of the GRANTEE's employees, including, without limitation, (i) compliance with
Social Security and unemployment insurance withholding, payment of workers'
compensation benefits, and all other laws and regulations governing matters of employee
withholding, taxes and payment; and (ii) any claim of right or interest in the CITY's
employment benefits, entitlements, programs and/or funds offered employees of the CITY
whether arising by reason of any common law, de facto, leased, or co-employee rights or
other theory. It is acknowledged that during the term of this AGREEMENT,the GRANTEE
may be providing services to others unrelated to the CITY or to this AGREEMENT.
15. Notices. Any notice required or intended to be given to either party under
the terms of this AGREEMENT shall be in writing and shall be deemed to be duly given
Page 10 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
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. Notices may also be delivered via email with written
confirmation of receipt.
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 the GRANTEE and there shall be
no assignment by the GRANTEE of its rights or obligations under this AGREEMENT
without the prior written approval of the City Manager or designee. Any attempted
assignment by the GRANTEE, its successors or assigns, shall be null and void unless
approved in writing by the City Manager or designee.
(b) The GRANTEE hereby agrees not to assign the payment of any
monies due to the GRANTEE from the CITY under the terms of this AGREEMENT to any
other individual(s), corporation(s), or entity(ies). The CITY retains the right to pay any
and ail monies due the GRANTEE directly to the GRANTEE.
18. Compliance With Law. In providing the services required under this
AGREEMENT, the GRANTEE shall at all times comply with all applicable laws of the
United States, including but not limited to, the Americans with Disabilities Act (42 U.S.C.
§ 12101 et seq.), the State of California and the CITY, and all other applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory agencies,
now in force and as they may be enacted, issued, or amended during the term of this
AGREEMENT.
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.
Page 11 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
22. Severability. The provisions of this AGREEMENT are severable. The
invalidity, or unenforceability of any one provision in this AGREEMENT shall not affect
the other provisions.
23. Interpretation. The parties acknowledge that this AGREEMENT in its final
form is the result of the combined efforts of the parties and that, should any provision of
this AGREEMENT be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this AGREEMENT in favor of or against either party, but rather by
construing the terms in accordance with their generally accepted meaning.
24. Attorney's_Fees. If either party is required to commence any proceeding or
legal action to enforce or interpret any term, covenant or condition of this AGREEMENT,
the prevailing party in such proceeding or action shall be entitled to recover from the other
party its reasonable attorney's fees and legal expenses.
25. Exhibits. Each exhibit and attachment referenced in this AGREEMENT is,
by the reference, incorporated into and made a part of this AGREEMENT.
26. Precedence of Documents. In the event of any conflict between the body
of this AGREEMENT and any exhibit or attachment hereto, the terms and conditions of
the body of this AGREEMENT shall control and take precedence over the terms and
conditions expressed within the exhibit or attachment. Furthermore, any terms or
conditions contained within any exhibit or attachment hereto which purport to modify the
allocation of risk between the parties, provided for within the body of this AGREEMENT,
shall be null and void.
27. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
28. No Third Party Beneficiaries. The rights, interests, duties, and obligations
defined within this AGREEMENT are intended for the specific parties hereto as identified
in the preamble of this AGREEMENT. Notwithstanding anything stated to the contrary in
this AGREEMENT, it is not intended that any rights or interests in this AGREEMENT
benefit or flow to the interest of any third parties.
29. Extent of Agreement. Each party acknowledges that they have read and
fully understand the contents of this AGREEMENT. This AGREEMENT represents the
entire and integrated agreement between the parties with respect to the subject matter
hereof and supersedes all prior negotiations, representations or agreements, either
written or oral. This AGREEMENT may be modified only by written instrument duly
authorized and executed by both the CITY and the GRANTEE.
30. The City Manager, or designee, is hereby authorized and directed to
execute and implement this AGREEMENT.
[SIGNATURES FOLLOW ON NEXT PAGE]
Page 12 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
IN WITNESS WHEREOF, the parties have executed this AGREEMENT at Fresno,
California, on the day and year first above written.
CITY OF FRESNO, CECIL C. HINTON COMMUNITY
a California municipal corporation CENTER,
DocuSigned by: a California nonprofit corporation
By: DocuSigned by:
Georgeanne . W ite By: VMA,
City Manager
Debbie jl. Darden
Chief Executive Officer
APPROVED AS TO FORM:
ANDREW JANZ ocuSigned by:
City Attorne ❑or.u5lgncd by: By• FD
�Z 2. fib) (I(
By:
2024 Ronald . atom, 111
Angela . ars Date Secretary
Senior Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk DocuSigned by:
By. �
r,. q.U.. 4/12/2024
prr3886`S39Guk
Deputy Date
Addresses:
CITY: CECIL C. HINTON COMMUNITY
City of Fresno CENTER
Attention: Aaron Aguirre, Director Attention:
Parks, After School, Recreation and
Community Services Address: P.O. Box 12143
1515 Divisadero Street
Fresno, CA 93721 Fresno, CA 93776
Phone: (559) 621-2900
FAX: (559) 475-1575 Phone: (559) 287-1308
Email:PARCSContracts@Fresno.gov
Email: Debbiejdarden@gmail.com
Attachments:
1. Exhibit A—Scope of Work, Schedule, Budget and Deliverables
2. Exhibit B — Insurance Requirements
3. Exhibit C — Conflict of Interest Disclosure Form
4. Exhibit D — Risk Assessment
Page 13 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
EXHIBIT A
SECTION I - SCOPE OF WORK SCHEDULE BUDGET & DELIVERABLES
Task#1 —Grant Writer................................................................$30,000
Grantee to hire a grant writer to seek funding for Cecil C. Hinton Community
Center project.
Deliverable(s): Grant writer, completed grant proposal(s)
Timeline: to be hired within the first 6 months of the agreement.
Task#2—Environmental Analysis, Demolition and Remediation ......$ 10,000
Grant funding from the EPA has been sought to cover these costs. If grant
award is not received, a budget modification between task line items may
be requested utilizing the PARCS budget Modification form which can be
requested by emailing PARCSContracts@Fresno.gov.
Deliverable(s): completion of all required environmental studies, demolition
and remediation.
Timeline: to be completed by end of grant term.
Task#3—Design Plans and Construction Documents................... $360,000
Grantee to work with licensed and qualified subcontractor(s)to prepare the
following Design and Construction Deliverables:
A. "30%" Schematic Design Plans including, but not limited to:
■ Analysis of existing conditions, utilities and land use.
• Proposed floorplan, elevations and conceptual design renderings.
• Proposed scope, schedule and preliminary estimate of construction
costs.
B. "60%-90%" Design Development Plans including, but not limited to:
■ Design plans and specifications including identification of
materials, finishes and any required site work in compliance with
development codes.
Page 14 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
• Detailed cost estimates including line items, quantities and unit
costs.
• Architectural, structural, electrical, plumbing, landscape, parking
and mechanical drawings
• Identification of all required permits.
C. "100% Design" Construction Documents including, but not limited to:
• Stamped architectural, structural, electrical, plumbing, landscape,
parking and mechanical plans and specifications suitable for plan
submittal, permitting and construction.
A detailed cost estimate including line items, quantities and unit
costs.
A detailed construction schedule.
D. Plan check and any associated fees are eligible costs.
Timeline: to be hired within the first 6 months. Design plans to be complete
by the end of the contract term.
Task#4—Community Outreach and Security....................................$50,000
• Grantee to facilitate community outreach events, meetings and/or
media to collect feedback from the community on the design and
vision for Cecil C. Hinton Community Center.
■ Costs to secure the site during the contract term are eligible for
reimbursement.
Deliverable(s): Community feedback which will be incorporated into the
design of the center.
Timeline: Ongoing through contract term.
Overhead ..................................... ............................................. 5$ 0,000
• Overhead costs of up to 10% are eligible for reimbursement.
GrandTotal..............................................................................$500,000
SECTION II— PAYMENT REQUESTS AND PROGRESS REPORTING
1 . Grantee shall submit invoices quarterly along with progress reports. An
invoice and quarterly progress reporting template will be provided to the
Grantee by the City.
Page 15 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
2 . All invoices shall include a written update describing the progress made
toward each deliverable during the period, as well as the total amount of
funding requested by task.
3. Up to$125,000 may be requested upfront to enable Grantee to begin work.
4. Invoices shall be submitted to PARCSContracts@Fresno.gov by the
deadlines outlined in the payment and reporting schedule.
5. Invoices shall include supporting documentation such as receipts,
estimates, agreements, quotes, contracts, design plans, timesheets and
other materials as requested.
6 . The amount of grant funding paid to the Grantee for Task#3-Design Plans
and Construction Documents shall be paid commiserate to the relative
progress toward plan completion. For example, a maximum of 30% of grant
funds may be released for plans that reflect 30% design, should invoices
submitted exceed 30% of the funding available for Task#3. The City shall
not release a payment for grant funds that is greater than demonstrated
progress toward 100% construction plans unless written approval from the
City Manager is received.
SECTION III — PAYMENT SCHEDULE
Period Costs Incurred Invoice Due Dates
Invoice for upfront payment. May 15, 2024 (Report of actual
expenditures)
Costs incurred from August
24, 2023 - December 31, May 15, 2024
2023
January— March 2024 June 15, 2024
April —June 2024 July 15, 2024
July— September 2024 October 15, 2024
October- December 2024 January 15, 2025
January— March 2025 April 15, 2025
April —June 2025 July 15, 2025
July—August 2025 September 15, 2025
Page 16 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
September—November 2025 December 15, 2025
December 2025— February March 15, 2026
2026
March —April 2026 May 15, 2026
Page 17 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
EXHIBIT B
INSURANCE REQUIREMENTS
(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 his/her designee at any time and in his/her sole discretion. 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, 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, GRANTEE 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 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 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, contractors, sub-consultants,
subcontractors, 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 liability (including, without
Page 18 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
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, and for 5
years thereafter, insurance with limits of liability 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) $2,000,000 per occurrence for bodily injury and property damage;
(ii) $2,000,000 per occurrence for personal and advertising injury;
(iii) $4,000,000 aggregate for products and completed operations;
and,
(iv) $4,000,000 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 and EMPLOYER'S LIABILITY with limits of liability not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
Page 19 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
4. CONTRACTOR'S POLLUTION LEGAL LIABILITY with coverage for bodily
injury, property damage or pollution clean-up costs that could result from of
pollution condition, both sudden and gradual. Including a discharge of pollutants
brought to the work site, a release of pre-existing pollutants at the site, or other
pollution conditions with limits of liability of not less than the following:
(i) $1,000,000 per occurrence or claim; and,
(ii) $2,000,000 general aggregate per annual policy period.
(a) In the event this Agreement involves the transportation of hazardous material,
either the Commercial Automobile policy or other appropriate insurance policy
shall be endorsed to include Transportation Pollution Liability insurance
covering materials to be transported by GRANTEE pursuant to the Agreement.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
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, its 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 his/her designee. At the option of the CITY'S Risk Manager or his/her
designee, either:
(i) The insurer shall reduce or eliminate such self-insured retentions
as respects CITY, its officers, officials, employees, agents and volunteers; or
(ii) GRANTEE shall provide a financial guarantee, satisfactory to
CITY'S Risk Manager or his/her designee, guaranteeing payment of losses and
related investigations, claim administration and defense expenses. At no time
shall CITY be responsible for the payment of any deductibles or self-insured
retentions.
Page 20 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
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 (30) calendar days written notice has
been given to CITY, except ten (10) 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 (15) calendar days prior to the expiration date of the expiring
policy.
(ii) In the event this Contract involves any lead-based environmental
hazard (e.g., lead based paint), the Contractors Pollution Liability insurance
policy shall be endorsed to include coverage for lead based environmental
hazards. In the event this Contract involves any asbestos environmental hazard
(e.g., asbestos remediation), the Contractors Pollution Liability insurance policy
shall be endorsed to include coverage for asbestos environmental hazards. In
the event this Contract involves any mold environmental hazard (e.g., mold
remediation), the Contractors Pollution Liability insurance policy shall be
endorsed to include coverage for mold environmental hazards and "microbial
matter including mold" within the definition of"Pollution" under the policy.
(iii) The Commercial General, Pollution and Automobile Liability
insurance policies shall be written on an occurrence form.
(iv) The Commercial General, Pollution and Automobile Liability
insurance policies shall be endorsed to name City, its officers, officials, agents,
employees and volunteers as an additional insured. GRANTEE shall establish
additional insured status for the City and for all ongoing and completed
operations under both Commercial General and Pollution Liability policies by
use of ISO Forms or an executed manuscript insurance company endorsement
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
2010 & CG2037.
(v) The Commercial General, Pollution and Automobile Liability
insurance shall contain, or be endorsed to contain, that the GRANTEES'
insurance shall be primary to and require no contribution from the City. The
Commercial General and Pollution Liability policies are required to include
primary and non-contributory coverage in favor of the City for both the ongoing
and completed operations coverage. These coverages shall contain no special
limitations on the scope of protection afforded to City, its officers, officials,
Page 21 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
employees, agents and volunteers. If GRANTEE maintains higher limits of
liability than the minimums shown above, City requires and shall be entitled to
coverage for the higher limits of liability maintained by GRANTEE.
(vi) 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.
(vii) For any claims related to this Agreement, GRANTEE'S
insurance coverage shall be primary insurance with respect to the CITY, its
officers, officials, agents, employees and volunteers. Any insurance or self-
insurance maintained by the CITY, its officers, officials, agents, employees and
volunteers shall be excess of the GRANTEE'S insurance and shall not
contribute with it.
(viii) The Workers' Compensation insurance policy shall contain, or
be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials,
agents, employees and volunteers.
(ix) The Commercial General, Pollution and Automobile Liability
insurance policies shall contain, or be endorsed to contain, a waiver of
subrogation as to CITY, its officers, officials, agents, employees and
volunteers.
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 and approved by the CITY'S Risk Manager or his/her designee
prior to CITY'S execution of the Agreement and before work commences. All non-
ISO endorsements amending policy coverage shall be executed by a licensed and
authorized agent or broker. Upon request of CITY, 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.
CLAIMS-MADE POLICIES
If the Professional Liability policy is written on a claims-made coverage form:
(i) The retroactive date must be shown, and must be before the
effective date of the Agreement or the commencement of work by GRANTEE.
Page 22 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
(ii) Insurance must be maintained and evidence of insurance must
be provided for at least five (5)years after completion of the work or termination
of the Agreement, whichever first occurs.
(iii) 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 work commencement date, GRANTEE must
purchase "extended reporting" period coverage for a minimum of five (5) years
after completion of the work or termination of the Agreement, whichever first
occurs.
(iv) A copy of the claims reporting requirements must be submitted
to CITY for review.
(v) These requirements shall survive expiration or termination of the
Agreement.
SUBCONTRACTORS
If GRANTEE subcontracts any or all of the services to be performed under this
Agreement, GRANTEE 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, GRANTEE will be solely responsible for ensuring that its
subcontractors maintain insurance coverage meeting the requirements herein.
Page 23 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
YES* NO
1 Are you currently in litigation with the City of Fresno or any ❑
of its agents?
2 Do you represent any firm, organization, or person who is ❑
in litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients ❑
who do business with the City of Fresno?
4 Are you or any of your principals, managers, or
professionals, owners or investors in a business which ❑
does business with the City of Fresno, or in a business
which is in litigation with the City of Fresno?
5 Are you or any 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
4/12/2024
Date
Debbie J. Daren
(Name)
Debbie 7 Darden
(Company)
Cecil C Hinton Center
(Address)
C Additional page(s) attached. Fresno, CA 93706
(City, State Zip)
Page 24 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
Exhibit D— Risk Assessment
The Risk Assessment shall be completed and provided to the City of Fresno
PARCS Department by May 15, 2024. Information contained within the Risk
Assessment is collected for contract compliance purposes.
Grantee Contact Information
Full Legal Organization/Business Name:
Address:
City, State, Zip:
Telephone number:
E-mail address:
Website:
How long has your organization been in business?
Number of employees:
EIN (Employee ID Number):
Organization fiscal year range:
Grantee Type of Organization (select one):
❑ ❑ Nonprofit ❑ Other [
Government corporation corporation Individual
Grantee Personnel Contact Information
Name:
Title:
Telephone
Number:
E-mail Address:
Attachments: Please attach the following or check N/A if not applicable.
Document Attached N/A
a. IRS Determination Letter ❑ ❑
(granting income tax exemption
under IRC § 501(c)(3))
Page 25 of 27
DocuSign Envelope R 926D5E9A-188C-4C9A-84CC-9028373259E9
b. Form 990 or 990-EZ from the ❑ ❑
last two (2) years, including
Form 990-T and all supporting
schedules and attachments
C. List of all awards to Service ❑ ❑
Provider from City of Fresno
during the last two (2) years
1. Has your agency operated with or managed grant funds (within the last 3 years)?
❑ Yes
❑ No
2. Has your agency's annual financial statements been audited by an independent
audit firm? If yes, provide a copy of the statement from the last fiscal year.
❑ Yes
❑ No
3. If the answers to Questions 2 or 3 is yes, were there any findings or questioned
costs in the last two (2)fiscal years? If yes, please explain any findings or questioned
costs.
❑ Yes
❑ No
❑ Not Applicable
Explanation (if applicable):
4. Are all payments properly documented with evidence or receipt of goods or
performance of services?
❑ Yes
❑ No
5. Has your agency had any significant changes in key personnel within the past 12
months? (e.g., Controller, Exec. Director, Program Manager, Accounting Manager,
etc.) If yes, please explain.
❑ Yes
❑ No
Explanation (if applicable):
Page 26 of 27
DocuSign Envelope ID:926D5E9A-188C-4C9A-84CC-9028373259E9
6. Does your agency have policies that address the following? If yes, please provide a
copy.
Ethics/Professional Conduct ❑ Yes ❑ No
Pay Rates and Benefits ❑ Yes ❑ No
Discrimination ❑ Yes ❑ No
Purchasing/Procurement ❑ Yes ❑ No
Property and Equipment ❑ Yes ❑ No
Segregation of Duties ❑ Yes ❑ No
Record Retention ❑ Yes ❑ No
7. Does your agency certify that they are not presently debarred, suspended,
proposed for debarment, declared ineligible or voluntarily excluded from
participation in this transaction by any Federal or State department or agency?
❑ Yes
❑ No
By its authorized signatory below, your agency hereby certifies and attests
to the accuracy of the above responses and all corresponding information
has been transmitted to the City of Fresno PARCS Department.
Signature:
Printed Name:
Title:
Phone Number:
Date:
Page 27 of 27