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HomeMy WebLinkAboutFair Housing Council of Central California - Agmt. reguarding Fair Housing Services 7/1/2015-6/30/2016AGREEMENT BETWEEN THE FAIR HOUSING COUNCIL OF CENTRAL CALIFORNIA AND THE CITY OF FRESNO REGARDING FAIR HOUSING SERVICES THIS AGREEMENT, is made and entered into, effective the lstday of July, 2015 by and between the CITY OF FRESNO, California, a municipal corporation, hereinafter referred to as the "City", and the FAIR HOUSING COUNCIL OF CENTRAL CALIFORNIA, a non-profit organization, hereinafter referred to as the "FHCCC". RECITALS WHEREAS, the U.S. Department of Housing and Urban Development, hereinafter referred to as 'HUD', provides funding under its Community Development Block Grant Program, hereinafter "CDBG", as authorized under Title I of the Housing and Communitv Development Act of 1974, as implemented underTitle24 of the Code of Federal Regulations, hereinafter collectively referred to as the "Act", incorporated herein by its reference; and WHEREAS, City is a recipient of CDBG funding for fiscal year 2015-2016 for use in funding eligible activities furthering established national objectives to benefit its low and moderate income residents as defined in the Act; and WHEREAS, the City desires to use a portion of CDBG funds to utilize the services of the FHCCC to educate consumers and providers regarding fair housing rights and responsibilities, hereinafter the "Fair Housing Services", more specifically described in Section I of this Agreement; and WHEREAS, the FHCCC desires to provide the Fair Housing Services upon the terms and conditions herein; and WHEREAS, pursuant to City Resolution No. 2015-1 10, the City Manager is authorized to execute, on behalf of the City, CDBG agreements that are within available allocated CDBG funding and in a standard form approved by the City Attorney. AGREEMENT NOW, THEREFORE, in consideration of the above recitals, which recitals are contractual in nature, the mutual covenants herein contained and such other and further consideration as is hereby acknowledged, and subject to the terms and conditions and provisions hereof, the parties agree as follows: 1. Scope of Work. The FHCCC shall provide the following Fair Housing Services: a. Mediate claims in-house and provide information and referral to appropriate agencies for landlord/tenant or civil code issues; b. Conduct outreach, education and training pertinent to California and Federal Fair Housing laws and best practices to representatives of the housing, lending, and insurance industry and to the public at large within the City of Fresno; c. Provide Fair Housing training and presentations as needed to city staff and elected representatives; d. Participate in three city-selected activities for the purpose of public education and outreach; e. Conduct a Fair Housing Symposium or Conference during Fair Housing Month (April 2016); f. Report activities quarterly to appropriate city staff, including data on claims, basis of discrimination and demographics of claimants. 2. CDBG Eliqible Activitv and National Obiective. The City has determined that the Fair Housing Services are CDBG eligible. The City has further determined that the Fair Housing Services further one or more CDBG national objectives. 3. Term. This Agreement and the CDBG grant provided hereunder shall be for the period commencing on the effective date July 1,2015, and ending June 30, 2016, unless sooner terminated as provided for in section 9 below. 4. Services lnvoices. The Fair Housing Services shall be conducted and completed according to a written schedule acceptable to the City and added as an addendum hereto. All invoices shall be submitted for payment by August 15,2016. Extensions may be granted by the City in its discretion upon FHCCC's showing of circumstances beyond its reasonable control, which extensions(s) shall survive expiration/termination of this Agreement, as shall this Section. 5. Reportino Requirements. FHCCC shall provide City with the following written performance reports on or before the dates indicated: a. A Fair Housing Services report documenting satisfaction performance of all Services hereunder, submitted within 45 days of the end of the term hereof and at any time hereunder upon written request of the City. There is no prescribed format for the report, but it should provide data on services rendered in accordance with Section 1. 6. Grant Disbursement. Grant funds shall be disbursed to reimburse FHCCC in accordance with the Proposed Budget attached hereto as Exhibit "A" and incorporated herein, provided that the specific line item amounts in said Budget may be varied, added and/or stricken.Total grant funds disbursed in pursuit of said Budget shall not exceed Thirty Thousand Dollars ($30,000) or City's available and allocated CDBG Funding, whichever is less, during the term hereof. Grant funds shall be disbursed in arrears for FHCCC's satisfactory performance of the Fair Housing Services hereunder, upon verification satisfactory to City that expenses incurred in performing the Fair Housing Services are eligible under the Act, according to the following schedule: 7. the a. Upon invoice to City and within 30 days thereof, provided that CDBG funding disbursements hereunder shall not exceed the sum of Seven Thousand Five Hundred Dollars and Zero Cents ($7,500.00) in any quarter absent the written consent of the City upon unusual circumstances supported by FHCCC, and further provided that City's receipt of substantiating invoices, accounts, documents and records for each preceding three (3) month period shall all be express conditions precedent to any payment obligation in City. b. Except to the extent expressly provided for herein, all costs/expenses incurred by FHCCC hereunder shall be the sole responsibility and liability of FHCCC. c. All funds are paid contingent upon FHCCC'S continuous compliance with all applicable uniform administrative requirements, program regulations, and recapture and reversion requirements set out in the Act. Any unearned or recaptured CDBG funding shall be returned to the City within thirty (30) days of termination of this Agreement or notice by City, whichever occurs first. Any interest earned or received by the FHCCC thereon shall be remitted to the City. Use of funds. The FHCCC shall use the funds provided by the City solely in pursuit of Fair Housing Services. 8. Availabilitv of CDBG Entitlement Funds. FHCCC acknowledges and agrees that the CDBG funding hereunder is subject to the control of HUD and may be encumbered, withdrawn, or othenruise made unavailable to the City (whether earned or promised to, or by, the FHCCC). The FHCCC shall not be paid such funds unless and until they are made available for payment to the City by HUD. No other funds owned or controlled by the City shall be obligated under this Agreement unless specifically approved and permitted by the Fresno City Council. Nothing herein constitutes a pledging or obligating of City funds, its General Fund, or any real and personal property taxes, sales taxes or any other tax revenues. L Termination of Aqreement. a. This Agreement shall terminate upon the earlier of: i. FHCCC's Default. The parties agree that each of the following shall constitute a default by FHCCC for purposes of this Agreement where such breach remains uncured for thirty (30) calendar days following City's notice to FHCCC describing such breach, or if such breach is not reasonably susceptible of cure, immediately upon notice of breach by City to FHCCC: (1) The FHCCC's use of CDBG funds for other uses than described in the Scope of Work. (2) The FHCCC's failure to obtain and maintain the insurance coverage required under this Agreement. (3) Except as othen¡vise provided in this Agreement, the failure of the FHCCC to punctually and properly perform any other covenant or agreement contained in this Agreement including without limitation the following: A. Any representation, warranty, or certificate given or furnished by or on behalf of FHCCC that shall prove to be materially false as of the date of which the representation, warranty, or certification was given, or that FHCCC concealed or failed to disclose a material fact to City, provided, however, that if any representation, warranty, or certification that proves to be materially false is due merely to FHCCC's inadvertence, FHCCC shall have a thirty (30) day opportunity after written notice thereof to cause such representation, warranty, or certification to be true and complete in every respect. B. FHCCC shall file, or have filed against it, a petition of bankruptcy, insolvency, or similar law, state or federal, or shall file any petition or answer seeking, consenting to, or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief, and such petition shall not have been vacated within fourteen (14) days; or shall be adjudicated bankrupt or insolvent, under any present or future statute, law, regulation, under state or federal law, and such judgment or decree is not vacated or set aside within fourteen (14) days. C. FHCCC's failure, inability or admission in writing of its inability to pay its debts as they become due or FHCCC's assignment for the benefit of creditors. D. A receiver, trustee, or liquidator shall be appointed for FHCCC or any substantial part of FHCCC's assets or properties, and not be removed within ten (10) days. E. FHCCC's breach of any other material condition, covenant, warranty, promise or representation contained in this Agreement not othen¡vise identified within this section. ii. Written notice by either party to the other without cause. iii. Complete performance by each party hereto. iv. Expiration. b. Upon the happening of a default by FHCCC and a failure to cure said default within the time specified in the notice of default, City's obligation to disburse CDBG funding shall terminate, and City may also, at its option and without notice, institute any action, suit, or other proceeding in law, in equity or othen¡vise, which it shall deem necessary or proper for the protection of its interests and may without limitation proceed with any or all of the following remedies in any order or combination City may choose in its sole discretion: i. Terminate this Agreement immediately upon written notice to FHCCC, in which event any unearned and improperly used CDBG funds disbursed to FHCCC by City shall be returned to City; ii. Bring an action in equitable relief (1) seeking specific performance by FHCCC of the terms and conditions of this Agreement, and/or (2) enjoining, abating or preventing any violation of said terms and conditions, and/or (3) seeking declaratory relief; iii. Pursue any other remedy allowed at law or in equity or under this Agreement. c. Upon any termination, the City's obligations hereunder shallterminate and all unexpended or improperly expended CDBG funds subject to this Agreement shall revert to and/or be recaptured for the City's CDBG Program, provided that if the FHCCC is not in default at the time of termination the FHCCC shall be reimbursed for eligible Fair Housing Services activities satisfactorily performed prior to the effective date of the notice of termination. d. Notwithstanding the foregoing and without waiver or limitation, in accordance with the Act including 24 CFR 85.43, suspension or termination of th is Agreement may occur if the FHCCC materially fails to comply with any term of the CDBG grant, and the grant may be terminated for convenience in accordance with 24 CFR 85.44. e. Those provisions of thb Agreement intended by its terms therein to survive the termination of this Agreement shallso survive. 10. On-Site Monitorinq. Authorized representatives of HUD orthe City shall have the right to monitor the FHCCC's performance under this Agreement. Such monitoring may include inspection activities, review of records, and attendance at meetings. 11. Records. The FHCCC shallmaintain all necessary books and recordswith respectto disbursement of money, property, and personnel in accordance with usual and customary business accounting practices. The FHCCC shall document all expenditures under this Agreement with properly executed payroll, time records,invoices, contracts, vouchers, or other official documentation evidencing the nature and propriety of the charges. All such materials shall be retained by the FHCCC for a period of not less than five (5) years from termination of th is Agreement. a. The FHCCC shall, at such time and in such forms as the City or HUD may require, furnish statements, records, data, copies, and information pertaining to matters covered by this Agreement. The City has the rþht, upon request, to inspect and copy all FHCCC documents and records pertaining to this Agreement. 12. . The FHCCC shall, at its sole cost and expense, comply with applicable municipal, county, state, and federal law, regulations, rules and requirements now in force, or which may hereafter be in force, pertaining to any and all Fair Housing Services activities under this Agreement. The FHCCC shall comply with all applicable provisions of 24 CFR 570 et seq. including Subpart K thereof except that the FHCCC does not assume the CITY's non-delegable environmental responsibilities described in 24 CFR 58 and/or 24 CFR 570-604, and does not assume the City's responsibility for initiating the review process under Executive Order 12372. a. Both City and FHCCC agree to jointly and severally comply with the requirements of the Office of Management and Budget Circular A-87, "Cost Principles for State, Local, and lndian Tribal Governments"; OMS Circular A-133 "Audits of States, Local Governments and Non-Profit Organizations"; 24 CFR Part 85 "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments"; and 24 CFR Part 570.502 "Applicability of Uniform Administrative Requirements". Each party shall be responsible for determining the applicability of the foregoing. b. The FHCCC agrees to comply with all applicable requirements of Section 504 of the Rehabilitation Act of 1973and HUD implementing regulation 24 CFR Part8. c. The FHCCC agrees to inform the City in writing of any program income generated by the expenditure of CDBG funds. Any program income generated as a result of the Fair Housing Services must be paid to the City for deposit into the City's CDBG Program Fund. For purposes of this Agreement, program income shall be as defined in the Act. The requirements of this section 12 shall survive termination of the Agreement. 13. Contract Award. The FHCCC will be responsible for all aspects of the Fair Housing Services contract award and management including any required advertising for bids and shall award the contract to the lowest responsive and responsible bidder. The FHCCC shall verify with the Labor Relations and Equal Opportunity Division of the U.S. Department of Housing & Urban Development (HUD) Area Office that any low bidder has not been debarred or suspended from participating in federal Fair Housing Services. a. Any such award shall be subject to allthe terms and conditions herein. 14. Discrimination Prohibited.The FHCCC agrees to comply with the City's Fair Employment Practices and shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, color, religion, sex, national origin, ancestry, or physical or mental handicapped. More specifically, the FHCCC agrees as follows: a. No person in the United States shall, on the grou¡ds of race, color, religion, nationaf origin, sex or sexual preference, ancestry, or physical or mental handicap be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. b. The FHCCC will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual preference, national origin, ancestry, or physical or mental handicap. The FHCCC shall take affirmative action to ensure that applicants are employed, and the employees are treated during employment, without regard to their race, color, religion, sex, national origin, ancestry, or physical or mental handicap. Such action shall include, 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 FHCCC agrees to post in conspicuous places available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. c. The FHCCC will, in all solicitation or advertisements for employees placed by or on behalf of the FHCCC; state all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual preference, national origin, ancestry or physical or mental handicap. d. The FHCCC 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 FHCCC'S commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 15. Conflict of lnterest. Prior to City's execution of this Agreement, FHCCC shall complete a City of Fresno Conflict of lnterest Disclosure Statement. Said Statement is attached hereto as Exhibit "8" and incorporated herein by reference. During the term of this Agreement, FHCCC shall have the obligation and duty to immediately notify City in writing of any change to the information provided by FHCCC on Exhibit "B". a. No member, officer, or employee of the FHCCC or its designees or agents who exercise any function or responsibility with respect to the programs during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for Services to be performed in connection with this Agreement. The FHCCC shall incorporate, or cause to be incorporated, in all contracts and subcontracts a provision prohibiting such interest pursuant to the purposes of this section 15. b. FHCCC shall not employ or retain the services of any person while such person either is employed by City or is a member of any City commission, board, committee, or similar City body. This requirement may be waived by the City's Chief Administrative Officer if no actual or potential conflict is involved. c. FHCCC shall comply with all applicable laws, rules, regulations and requirements governing avoidance of impermissible conflicts, including without limitation the requirements of the California Political Reform Act (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.). d. FHCCC represents and warrants that as of the effective date hereof, it represents no client or customer whose interests are adverse to the City's. e. This section lSshall survive expiration ortermination of this Agreement. 16. lndemnification. The FHCCC shall indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by the City, the FHCCC or any other person, and 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 out of the performance of this Agreement. The FHCCC'S obligations under the preceding sentence shall apply regardless of whether the City or any of its officers, officials, employees agents or volunteers are actively or passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the active negligence or by the willful misconduct of the City or any of its officers, officials, employees, agents or volunteers. a. lf the FHCCC should subcontract all or any portion of the work to be performed under this Agreement, the FHCCC shall require each subcontractor to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents and volunteers, in accordance with the terms of the preceding paragraph. b. This section shall survive termination or expiration of this Agreement. 17. lnsurance. Throughout the life of this Agreement, the FHCCC shall pay for and maintain in full force and effect all policies of insurance required hereunder with an insurance company(s) either (l)admitted by the California lnsurance Commissioner to do business in the State of California and rated not less than "A-Vll" in Best's lnsurance Rating Guide; or (ii) authorized by the City's Risk Manager. The following policies of insurance are required: 1. COMMERCIAL GENERAL LIABILITY: 2. (i) (¡i) ( iii) (iv) $1,000,000 per accident for bodily injury and property damage. WORKERS' COMPENSATION INSURANCE as required by the State of California with statutory limits. EMPLOYER'S LIABILITY: (i) $1,000,000 each accident for bodily injury;(i¡) $1,000,000 disease each employee; and,(iii) $1,000,000 disease policy limit. PROFESSIONAL LIABILITY (Errors and Omissions): (i) $1,000,000 per claim/occurrence; and,(ii) $2,000,000 policy aggregate, UMBRELLA OR EXCESS INSURANCE I $1,000,000 per occurrence for bodily injury and property damage; $1,000,000 per occurrence for personal and advertising injury; $2,000,000 aggregate for products and completed operations; and, $2,000,000 general aggregate applying separately to the work performed under the Agreement. COMM ERCIAL AUTOMOBILE LIABILITY: 3. 4. 5. ln the event FHCCC purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum Limits of lnsurance," this insurance policy(ies) shall "follow form" and afford no less coverage than the primary insurance policy(ies). ln 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 FHCCC shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and FHCCC shall also be responsible for payment of any self-insured retentions. Any deductibles or self-insured retentions must be declared to on the Certificate of lnsurance, and approved by, the CITY'S Risk Manager or his/her designee. At the option of the CITY'S Risk Manager or his/her designee, either: (i) The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects CITY, its officers, officials, employees, agents and volunteers; or(ii) FHCCC shall provide a financial guarantee, satisfactory to CITY'S Risk Manager or his/her designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall CITY be responsible for the payment of any deductibles or self- insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS are to contain, or be endorsed to contain, the following provisions: 1. CITY, its officers, officials, employees, agents and volunteers are to be covered as additional insureds. FHCCC shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG20 10 1185 or both CG20101001 and CG20 37 10 01 or by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Form CG 201011 85. 2. The coverage shall contain no special limitations on the scope of protection afforded to CITY, its officers, officials, employees, agents and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional lnsured. 3. For any claims relating to this Agreement, FHCCC'S insurance coverage shall be primary insurance with respect to the CITY, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, offlcials, employees, agents and volunteers shall be excess of FHCCC'S insurance and shall not contribute with it. FHCCC shall establish primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 0413. The Workers' Compensation insurance policv is to contain, or be endorsed to contain, the following provision: FHCCC and its insurer shall waive any right of subrogation against CITY, its officers, officials, employees, agents and volunteers. 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 FHCCC. 2. lnsurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period. 3. lf 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 FHCCC, FHCCC must purchase "extended reporting" coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first' 4. A copy of the claims reporting requirements must be submitted to CITY for review. 5. These requirements shall survive expiration or termination of the Agreement. All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice by certified mail, return receipt requested, has been given to CITY. FHCCC is also responsible for providing written notíce 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, FHCCC shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). ln the event any policy is due to expire during the work to be performed for CITY, FHCCC shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. Should any of the required policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by any defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. VERIFICATION OF COVERAGE FHCCC shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the CITY'S Risk Manager or his/her designee prior to CITY'S execution of the Agreement and before work commences. All non-lSO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, FHCCC 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 undenruriter to be a true 10 and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. 18. FHCCC Certification. a. The FHCCC certifies to the best of its knowledge and belief that no federally appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, or a member of Congress, or an officer or employee of Congress, or an employee of a member of Congress, in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, or the extension, continuation, renewal, amendment or modification or any Federal contract, grant, loan, or cooperative agreement. b. lf any funds other than federally appropriated funds have been paid or will be paid to a person for influencing an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the FHCCC shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. c. The FHCCC shall require that the language of the above certification be included in the documents for all subrecipient tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. d. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this Agreement. 19. lndependent Contractor. ln the furnishing of the services provided for herein, the 11 FHCCC is acting as an independent contractor. Neither the FHCCC, nor any of its officers, associates, agents or employees shall be deemed an employee or agent of the City for any purpose. Nothing in this Agreement shall create a limited or general partnership or joint venture. FHCCC shall have no authority to bind the City absent City's express written consent. Except to the extent othen¡vise provided in this Agreement, FHCCC shall bear its own costs/expenses in pursuit hereof. 20. 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 or deposited into the United States 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. 21. Bindinq. Subject to section 22below, 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. 22. Assisnment. This Agreement is personal to the FHCCC and there shall be no assignment by the FHCCC of its rights or obligations under this Agreement without the prior written approval of the City. Any attempted assignment by the FHCCC, its successors or assigns, shall be null and void unless approved in writing by the City. 23. Waiver. The waiver by either party of a breach by the other of any provisions 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. a. No provision 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. 24. Governinq Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. 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, California. 25. Headinq. 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. 26. Severabilitv. The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision in this Agreement shall not affect the other provisions. 27. lnterpretation. 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 any party, but rather by construing the terms in accordance with their generally accepted meaning. 12 28. Attorney's Fees. lf 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. 29. Time of Essence. Time is of the essence for the performance of this Agreement. 30, Extent of Aqreement. Each party acknowledges that they have read and fully understands 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 and agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both the City and the FHCCC. 31. Precedenceof Documents. ln the event any conflict between the body of this Agreement and any Exhibit or Attachment thereof, the body of this agreement shall control and take precedence. ilt ilt ill 13 lN WITNESS WHEREOF, the parties have California, the day and year first above written. CITY OF FRESNO executed this Agreement at Fresno FAIR HOUSING CENTRAL CALI COUNCIL OF IA M.J. Executive Director (Provide notary certificate of acknowledgement) ADDRESSES FHCCC: M. J. Borelli, Executive Director 333 W Shaw, Suite 14 Bruce Rudd City Manager ATTEST: Yvonne Spence CITY Clerk By By: resno, CA 93704 Deputy Mr+t¿ lVlutiac?Ål APPROVED AS TO FORM: Doug Sloan ClTYAttorney ú^v Tracy N.Deputy lL.l-\, Attachments:Exhibit A - Budget Exhibit B - Disclosure CITY: City of Fresno Development and Resource Management CDBG Section Attn: Crystal Smith 2600 Fresno Street, Room 3070 Fresno CA 93721 of Conflict of lnterest 14 CALIFORNIA ALL-PU RPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF Fresno } S.S. On November 20 2015 before me, Erica Castaneda a Notary Public, personally appeared ***M.J Borelli*** who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) ilare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Signature Commrssion # 2008360 Î{otary Public - Calilornir Fresno County Comm. Erpires |le¡ 22, 2017 Description of document (optional) FAIR HOUSING SERVICES AGREEMENT BETWEEN FHCCC AND THE CITY OF FRESNO Exhib¡t "4" 20'15-2016 Fair Housing Gouncil Budget BUDGET ITEM COST Personnel/Direct labor 12.000 Personnel Fringe (Health, FICA, SUI) 1,375 Worker's Comp lns.500 TOTAL PERSONNEL 13,875 OTHER DIRECT COSTS Office Supolies 500 General Liabilitv lnsurance 500 Copv Cost (Lease/Maintenance)2,500 Office Space Costs (Rent, Utilities)8.400 Communication (Phone/Data Lines)1,825 Education & Outreach (Materials Cost)2,400 TOTAL OTHER DIRECT COSTS 16,125 TOTAL SERVICE COSTS 30,000 15 Exhibit "8" DISCLOSURE OF CONFLICT OF INTEREST YES"NO 1 Are vou currentlv in litiqation with the Citv of Fresno or any of its aqents?X 2.Do you represent any firm, organization or person who is in litigation with the Citv of Fresno?f 3 Do you currently represent or perform work for any clients who do business with the Citv 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, or in a business which is in litiqation with the Citv? 5.Are you or any of your principals, managers or professionals, related by blood or marriage to any City employee who has any signifcant role in the subiect matter of this service?Í 6 Are you employed by any other jurisdictions or agencies?,l lf the answer to any question is yes, please explain in full. ñ MJ \--.t I Executive Director 16