HomeMy WebLinkAboutCentral California Food Bank - Grant Agreement for Grocery Distribution - COVID-19ALL-B 3.0 (09 00 2016)
Page 1 of 10
GRANT AGREEMENT
THIS GRANT AGREEMENT (AGREEMENT) is made and entered into effective
upon execution by both parties (the Effective Date), by and between the CITY OF
FRESNO (the City), and CENTRAL CALIFORNIA FOOD BANK (GRANTEE), to provide
funding for grocery distribution to enable compliance with COVID-19 public health
precautions and respond to the impacts of the COVID-19 pandemic.
RECITALS
WHEREAS, a lack of access to groceries for at-risk individuals and families,
including: senior citizens, immunocompromised, those that have lost their jobs due to the
COVID-19 pandemic, and/or lack transportation, creates food insecurity issues for City of
Fresno residents; and
WHEREAS, when at-risk individuals and families have access to food delivery and
grocery distributions they can utilize those services and more easily comply with COVID-
19 public health precautions; and
WHEREAS, GRANTEE represents it desires to and is professionally and legally
capable of immediately establishing a food delivery and grocery distribution program for
City of Fresno residents; and
WHEREAS, this Agreement will be administered for the City by its City Manager
or its designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and premises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. Scope of Services. GRANTEE shall perform to the satisfaction of the CITY
the services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2. Grant Amount. City shall provide GRANTEE an amount not to exceed
$200,000 for the services described in Exhibit A, payable in one installment within ten
days of the execution of this Agreement.
3. Term of Agreement and Time for Performance. This Agreement shall be
effective from the Effective Date through March 31, 2021. 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.
4. Acquisition of Food. To maximize the pounds of food delivered per dollar of
available funding, the City has pre-negotiated a food box price with the Central California
Food Bank to benefit from the economies of scale offered by the Central California Food
Bank.
(a) The City’s pre-negotiated food acquisition cost is $15 per food box.
ALL-B 3.0 (09 00 2016)
Page 2 of 10
(b) The GRANTEE may purchase these food boxes from the Central
California Food Bank at the City’s pre-negotiated price.
(c) The GRANTEE will execute an MOU with the Central California Food
Bank to specify the total number of food boxes that will be purchased during the grant
period, and the average number of food boxes to be purchased per week during the grant
period.
(d) GRANTEE shall submit food box orders using the Central California
Food Bank’s online order system.
(e) The GRANTEE is not required to purchase food from the Central
California Food Bank if a comparable food acquisition option is available to the
GRANTEE.
5. COVID19 Relief Funding. If GRANTEE receives additional resources from
the federal appropriation of COVID19 Relief Funds for food assistance services, to the
extent that such COVID19 Relief Funds are used to assist City residents, the GRANTEE
shall use the COVID19 Relief Funds to supplement the City’s food distribution grant to
deliver more food to residents in the City.
6. Amendment to Increase or Decrease Scope of Services: The parties may
modify this Agreement to increase or decrease the scope of services or provide for the
rendition of services not required by this Agreement, which modification may include an
adjustment to GRANTEE’s compensation. Any change in the scope of services must be
made by written amendment to the Agreement signed by an authorized representative
for each party. GRANTEE shall not be entitled to any additional compensation if services
are performed prior to a signed written amendment.
7. Termination, Remedies, and Force Majeure.
(a) This Agreement shall terminate without any liability of the City or to
GRANTEE upon the earlier of: (i) GRANTEE filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third
party against GRANTEE; (ii) seven calendar days prior written notice with or without
cause by the City to GRANTEE; (iii) the City's non-appropriation of funds sufficient to
meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient
funding for the Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement,
GRANTEE shall (i) immediately stop all work hereunder; (ii) immediately cause any and
all of its subcontractors to cease work; and (iii) return to the City any and all unearned
payments and all properties and materials in the possession of GRANTEE that are owned
by the City. Subject to the terms of this Agreement, GRANTEE shall be paid
compensation for services satisfactorily performed prior to the effective date of
termination. GRANTEE shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of GRANTEE to satisfactorily
perform in accordance with the terms of this Agreement, the City may withhold an amount
that would otherwise be payable as an offset to, but not in excess of, the City's damages
caused by such failure. In no event shall any payment by the City pursuant to this
ALL-B 3.0 (09 00 2016)
Page 3 of 10
Agreement constitute a waiver by the City of any breach of this Agreement which may
then exist on the part of the GRANTEE, nor shall such payment impair or prejudice any
remedy available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the GRANTEE, the City may
(i) exercise any right, remedy (in contract, law or equity), or privilege which may be
available to it under applicable laws of the State of California or any other applicable law;
(ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii)
recover all direct, indirect, consequential, economic, and incidental damages for the
breach of the Agreement. If it is determined that the City improperly terminated this
Agreement for default, such termination shall be deemed a termination for convenience.
(e) GRANTEE shall provide the City with adequate written assurances
of future performance, upon the Administrator’s request, in the event GRANTEE fails to
comply with any terms or conditions of this Agreement.
(f) GRANTEE shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of GRANTEE and without its
fault or negligence such as, acts of God or the public enemy, acts of the City in its
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe weather, and delays of common carriers. GRANTEE shall notify the City in writing
as soon as it is reasonably possible after the commencement of any excusable delay,
setting forth the full particulars in connection therewith, and shall remedy such occurrence
with all reasonable dispatch, and shall promptly give written notice to the Administrator of
the cessation of such occurrence.
8. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by
GRANTEE pursuant to this Agreement shall not be made available to any individual or
organization by GRANTEE without the prior written approval of the City. During the term
of this Agreement, and thereafter, GRANTEE shall not, without the prior written consent
of the City, disclose to anyone any Confidential Information. The term "Confidential
Information" for the purposes of this Agreement shall include all proprietary and
confidential information of the City, including but not limited to business plans, marketing
plans, financial information, materials, compilations, documents, instruments, models,
source or object codes, and other information disclosed or submitted, orally, in writing, or
by any other medium or media. All Confidential Information shall be and remain
confidential and proprietary in the City.
(b) Any and all writings and documents prepared or provided by
GRANTEE pursuant to this Agreement 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. GRANTEE shall not permit the reproduction or use thereof by any other
person except as otherwise expressly provided herein.
(c) If GRANTEE should subcontract all or any portion of the services to
be performed under this Agreement, GRANTEE shall cause each subcontractor to also
comply with the requirements of this Section 6.
ALL-B 3.0 (09 00 2016)
Page 4 of 10
(d) This Section 6 shall survive expiration or termination of this
Agreement.
9. Professional Skill. It is further mutually understood and agreed by and
between the parties hereto that inasmuch as GRANTEE represents to the City that
GRANTEE and its subcontractors, if any, are skilled in the profession and shall perform
in accordance with the standards of said profession necessary to perform the services
agreed to be done by it under this Agreement, the City relies upon the skill of the
GRANTEE and any subcontractors to do and perform such services in a skillful manner
and the GRANTEE agrees to thus perform the services and require the same of any
subcontractors. Therefore, any acceptance of such services by the City shall not operate
as a release of GRANTEE or any subcontractors from said professional standards.
10. Indemnification. To the furthest extent allowed by law, GRANTEE shall
indemnify, hold harmless and defend CITY and each of its officers, officials, employees,
agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs
and damages (whether in contract, tort or strict liability, including but not limited to
personal injury, death at any time and property damage), and from any and all claims,
demands and actions in law or equity (including reasonable attorney's fees and litigation
expenses) that arise out of, pertain to, or relate to the negligence, recklessness or willful
misconduct of GRANTEE, its principals, officers, employees, agents, or volunteers in the
performance of this Agreement.
If GRANTEE should subcontract all or any portion of the services to be performed
under this Agreement, GRANTEE shall require each subcontractor to indemnify, hold
harmless and defend CITY and each of its officers, officials, employees, agents, and
volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
11. Insurance. GRANTEE shall comply with all of the insurance requirements
in Exhibit B to this Agreement.
12. Conflict of Interest and Non-Solicitation.
(a) Prior to the City's execution of this Agreement, GRANTEE shall
complete a City of Fresno conflict of interest disclosure statement in the form as set forth
in Exhibit C. During the term of this Agreement, GRANTEE shall have the obligation and
duty to immediately notify the City in writing of any change to the information provided by
GRANTEE in such statement.
(b) GRANTEE shall comply, and require its subcontractors to comply,
with all applicable (i) professional canons and requirements governing avoidance of
impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and
regulations including, without limitation, California Government Code Section 1090 et.
seq., the California Political Reform Act (California Government Code Section 87100 et.
seq.) and the regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any
time, upon written request of the City, GRANTEE shall provide a written opinion of its
legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE
and the respective subcontractor(s) are in full compliance with all laws and regulations.
ALL-B 3.0 (09 00 2016)
Page 5 of 10
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, GRANTEE shall immediately notify the City of these
facts in writing.
(c) In performing the work or services to be provided hereunder,
GRANTEE shall not employ or retain the services of any person while such person either
is employed by the City or is a member of any City council, commission, board,
committee, or similar City body. This requirement may be waived in writing by the City
Manager, if no actual or potential conflict is involved.
(d) GRANTEE represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this
Agreement or any rights/benefits hereunder.
(e) Neither GRANTEE, nor any of GRANTEE subcontractors performing
any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or
perform any services pursuant to, any other contract in connection with this Project unless
fully disclosed to and approved by the City Manager, in advance and in writing.
GRANTEE and any of its subcontractors shall have no interest, direct or indirect, in any
other contract with a third party in connection with this Project unless such interest is in
accordance with all applicable law and fully disclosed to and approved by the City
Manager, in advance and in writing. Notwithstanding any approval given by the City
Manager under this provision, GRANTEE shall remain responsible for complying with
Section 10(b), above.
(f) If GRANTEE should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, GRANTEE shall include the
provisions of this Section 10 in each subcontract and require its subcontractors to comply
therewith.
(g) This Section 10 shall survive expiration or termination of this
Agreement.
13. General Terms.
(a) Except as otherwise provided by law, all notices expressly required
of the City within the body of this Agreement, and not otherwise specifically provided for,
shall be effective only if signed by the City Manager or designee.
(b) Records of GRANTEE expenses pertaining to the Project shall be
kept on a generally recognized accounting basis and shall be available to the City or its
authorized representatives upon request during regular business hours throughout the
life of this Agreement and for a period of three years after final payment or, if longer, for
any period required by law.
In addition, all books, documents, papers, and records of GRANTEE
pertaining to the Project shall be available for the purpose of making audits, examinations,
excerpts, and transcriptions for the same period of time. If any litigation, claim,
negotiations, audit, or other action is commenced before the expiration of said time
period, all records shall be retained and made available to the City until such action is
resolved, or until the end of said time period whichever shall later occur. If GRANTEE
ALL-B 3.0 (09 00 2016)
Page 6 of 10
should subcontract all or any portion of the services to be performed under this
Agreement, GRANTEE shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 12(b) shall survive expiration or termination
of this Agreement.
(c) GRANTEE shall submit an initial expenditure report to City within 90
days of the Effective Date and shall submit a final expenditure report within 45 days after
termination of the Agreement. The expenditure report shall contain detailed information
with an ongoing tracking of the specific uses and expenditures of any grant funds broken
out by uses. Program reports shall be in a form and schedule as mutually agreed to by
the parties. In addition to the expenditure and program reports, City may require
supplemental reporting with written notice to GRANTEE. If GRANTEE fails to provide
such documentation, City may terminate this Agreement in accordance with Section 5.
(d) Prior to execution of this Agreement by the City, GRANTEE shall
have provided evidence to the City that GRANTEE is licensed to perform the services
called for by this Agreement (or that no license is required). If GRANTEE should
subcontract all or any portion of the work or services to be performed under this
Agreement, GRANTEE shall require each subcontractor to provide evidence to the City
that subcontractor is licensed to perform the services called for by this Agreement (or that
no license is required) before beginning work.
14. Nondiscrimination. To the extent required by controlling federal, state, and
local law, GRANTEE shall not employ discriminatory practices in the provision of services,
employment of personnel, or in any other respect on the basis of race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition,
marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or
veteran of the Vietnam era. Subject to the foregoing and during the performance of this
Agreement, GRANTEE agrees as follows:
(a) GRANTEE will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the
Vietnam era be excluded from participation in, be denied the benefits of, or be subject to
discrimination under any program or activity made possible by or resulting from this
Agreement.
(b) GRANTEE will not discriminate against any employee or applicant
for employment because of race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran, or veteran of the Vietnam era. GRANTEE shall
ensure that applicants are employed, and the employees are treated during employment,
without regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran, or veteran of the Vietnam era. Such requirement
shall apply to GRANTEE’s employment practices including, but not be limited to, the
following: employment, upgrading, demotion or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation; and
ALL-B 3.0 (09 00 2016)
Page 7 of 10
selection for training, including apprenticeship. GRANTEE agrees to post in conspicuous
places, available to employees and applicants for employment, notices setting forth the
provision of this nondiscrimination clause.
(c) GRANTEE will, in all solicitations or advertisements for employees
placed by or on behalf of GRANTEE in pursuit hereof, state that all qualified applicants
will receive consideration for employment without regard to race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of
the Vietnam era.
(d) GRANTEE will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or understanding, a
notice advising such labor union or workers' representatives of the GRANTEE’s
commitment under this section and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
(e) If GRANTEE should subcontract all or any portion of the services to
be performed under this Agreement, GRANTEE shall cause each subcontractor to also
comply with the requirements of this Section 13.
15. Independent Contractor.
(a) In the furnishing of the services provided for herein, GRANTEE is
acting solely as an independent contractor. Neither GRANTEE, nor any of its officers,
agents, or employees shall be deemed an officer, agent, employee, joint venturer,
partner, or associate of the City for any purpose. The City shall have no right to control
or supervise or direct the manner or method by which GRANTEE shall perform its work
and functions. However, the City shall retain the right to administer this Agreement so as
to verify that GRANTEE is performing its obligations in accordance with the terms and
conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture
between GRANTEE and the City. GRANTEE shall have no authority to bind the City
absent the City's express written consent. Except to the extent otherwise provided in this
Agreement, GRANTEE shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, GRANTEE and
its officers, agents, and employees shall have absolutely no right to employment rights
and benefits available to City employees. GRANTEE shall be solely liable and
responsible for all payroll and tax withholding and for providing to, or on behalf of, its
employees all employee benefits including, without limitation, health, welfare, and
retirement benefits. In addition, together with its other obligations under this Agreement,
GRANTEE shall be solely responsible, indemnify, defend and save the City harmless
from all matters relating to employment and tax withholding for and payment of
GRANTEE’s employees, including, without limitation, (i) compliance with Social Security
and unemployment insurance withholding, payment of workers’ compensation benefits,
and all other laws and regulations governing matters of employee withholding, taxes and
payment; and (ii) any claim of right or interest in the City’s employment benefits,
entitlements, programs and/or funds offered employees of the City whether arising by
ALL-B 3.0 (09 00 2016)
Page 8 of 10
reason of any common law, de facto, leased, or co-employee rights or other theory. It is
acknowledged that during the term of this Agreement, GRANTEE may be providing
services to others unrelated to the City or to this Agreement.
16. Notices. Any notice required or intended to be given to either party under
the terms of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation of
receipt, or sent by United States registered or certified mail, with postage prepaid, return
receipt requested, addressed to the party to which notice is to be given at the party's
address set forth on the signature page of this Agreement or at such other address as the
parties may from time to time designate by written notice. Notices served by United
States mail in the manner above described shall be deemed sufficiently served or given
at the time of the mailing thereof.
17. 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.
18. Assignment.
(a) This Agreement is personal to GRANTEE and there shall be no
assignment by GRANTEE of its rights or obligations under this Agreement without the
prior written approval of the City Manager or designee. Any attempted assignment by
GRANTEE, its successors or assigns, shall be null and void unless approved in writing
by the City Manager or designee.
(b) GRANTEE hereby agrees not to assign the payment of any monies
due GRANTEE from the City under the terms of this Agreement to any other individual(s),
corporation(s), or entity(ies). The City retains the right to pay any and all monies due the
GRANTEE directly to the GRANTEE.
19. Compliance with Law. In providing the services required under this
Agreement, GRANTEE shall at all times comply with all applicable laws of the United
States, including but not limited to, the Americans with Disabilities Act (42 U.S.C. § 12101
et seq.), the State of California and the City, and all other applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory agencies,
now in force and as they may be enacted, issued, or amended during the term of this
Agreement.
20. Waiver. The waiver by either party of a breach by the other of any provision
of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions of this
Agreement may be waived unless in writing and signed by all parties to this Agreement.
Waiver of any one provision herein shall not be deemed to be a waiver of any other
provision herein.
21. Governing Law and Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction. Venue
for purposes of the filing of any action regarding the enforcement or interpretation of this
Agreement and any rights and duties hereunder shall be Fresno County, California.
ALL-B 3.0 (09 00 2016)
Page 9 of 10
22. Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or add to
the interpretation or meaning of the provisions of this Agreement.
23. 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.
24. Interpretation. The parties acknowledge that this Agreement in its final form
is the result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved
by construing this Agreement in favor of or against either party, but rather by construing
the terms in accordance with their generally accepted meaning.
25. Attorney's Fees. If either party is required to commence any proceeding or
legal action to enforce or interpret any term, covenant or condition of this Agreement, the
prevailing party in such proceeding or action shall be entitled to recover from the other
party its reasonable attorney's fees and legal expenses.
26. Exhibits. Each exhibit and attachment referenced in this Agreement is, by
the reference, incorporated into and made a part of this Agreement.
27. Precedence of Documents. In the event of any conflict between the body
of this Agreement and any exhibit or attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and conditions
expressed within the exhibit or attachment. Furthermore, any terms or conditions
contained within any exhibit or attachment hereto which purport to modify the allocation
of risk between the parties, provided for within the body of this Agreement, shall be null
and void.
28. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
29. No Third Party Beneficiaries. The rights, interests, duties, and obligations
defined within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary in this
Agreement, it is not intended that any rights or interests in this Agreement benefit or flow
to the interest of any third parties.
30. Extent of Agreement. Each party acknowledges that they have read and
fully understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter hereof
and supersedes all prior negotiations, representations or agreements, either written or
oral. This Agreement may be modified only by written instrument duly authorized and
executed by both the City and GRANTEE.
[SIGNATURES FOLLOW ON NEXT PAGE]
ALL-B 3.0 (09 00 2016)
Page 10 of 10
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Date
City Manager, City of Fresno
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City Attorney
By:
Date
Deputy City Attorney
ATTEST:
YVONNE SPENCE, MMC CRM
City Clerk
By:
Date
Deputy
CENTRAL VALLEY FOOD BANK
By:
Name:
Title:
(If corporation or LLC., Board Chair, Pres. or
Vice Pres.)
By:
Name:
Title: (If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Addresses:
CITY:
City of Fresno
Attention: Courtney Espinoza
City Manager
2600 Fresno Street
Fresno, CA 93721
Phone: (559) 621-7000 FAX: (559) 621-7990
GRANTEE:
Central California Food Bank
Attention: Natalie Caples
4010 Amendola Dr.
Fresno, CA 93725
Phone: (559) 237-3663
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
ALL-B 3.0 (09 00 2016)
Page 1 of 6
EXHIBIT A
SCOPE OF SERVICES
GRANT AGREEMENT
COST ALLOCATION PLAN
GRANTEE shall provide food acquisition, packaging, and distribution services to deliver
emergency food boxes to senior residents living in the City of Fresno. The funding allocation for
Food Distribution Services shall be as follows:
Cost Item Grant Allocation
Labor 5 percent
Equipment, Materials, Supplies 10 percent
Food Acquisition 85 percent
FOOD DISTRIBUTION PLAN
GRANTEE shall prepare a sample menu for the emergency food boxes to be prepared for seniors
living in the City of Fresno. The GRANTEE estimates that the available funding will allow for
12,665 emergency food boxes to be delivered to seniors living in the City of Fresno.
GRANTEE shall prepare a food distribution plan that targets senior residents living in the City of
Fresno. The food distribution plan shall be submitted to the City prior to starting food
distribution services.
GRANTEE shall prepare and submit monthly reports specifying the number of emergency food
boxes delivered to senior residents living in the City of Fresno. The report shall specify total
number of emergency food boxes deliver by Zip Code.
ALL-B 3.0 (09 00 2016)
Page 2 of 6
EXHIBIT B
INSURANCE REQUIREMENTS
GRANT AGREEMENT
(a) Throughout the life of this Agreement, GRANTEE shall pay for and maintain
in full force and effect all insurance as required herein with an insurance company(ies)
either (i) admitted by the California Insurance Commissioner to do business in the State
of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as
may be authorized in writing by CITY'S Risk Manager or designee at any time and in
his/her sole discretion. If the GRANTEE is self-insured, the following requirements will
outline the responsibility of the self-insured coverage. The required policies of insurance
as stated herein shall maintain limits of liability of not less than those amounts stated
therein. However, the insurance limits available to CITY and STATE and each of their
officers, officials, employees, agents, and volunteers as additional insureds, shall be the
greater of the minimum limits specified therein or the full limit of any insurance proceeds
to the named insured.
(b) If at any time during the life of the Agreement or any extension, GRANTEE
fails to maintain any required insurance in full force and effect, all services and work under
this Agreement shall be discontinued immediately, and all payments due or that become
due to GRANTEE shall be withheld until notice is received by CITY that the required
insurance has been restored to full force and effect and that the premiums therefore have
been paid for a period satisfactory to CITY. Any failure to maintain the required insurance
shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY
pursuant to this section shall in any way relieve GRANTEE of its responsibilities under
this Agreement. The phrase “fail to maintain any required insurance” shall include,
without limitation, notification received by CITY that an insurer has commenced
proceedings, or has had proceedings commenced against it, indicating that the insurer is
insolvent.
(c) The fact that insurance is obtained by GRANTEE shall not be deemed to
release or diminish the liability of GRANTEE, including, without limitation, liability under
the indemnity provisions of this Agreement. The duty to indemnify CITY and STATE by
GRANTEE shall apply to all claims and liability regardless of whether any insurance
policies are applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by GRANTEE. Approval or purchase of any insurance
contracts or policies shall in no way relieve from liability nor limit the liability of GRANTEE,
vendors, suppliers, invitees, consultants, medical professionals, subcontractors,
consultants, or anyone employed directly or indirectly by any of them.
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage
arising out of your business operations. The Commercial General Liability
policy shall be written on an occurrence form and shall provide coverage for
“bodily injury,” “property damage” and “personal and advertising injury” with
coverage for premises and operations (including the use of owned and non-
ALL-B 3.0 (09 00 2016)
Page 3 of 6
owned equipment), products and completed operations, and contractual
liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under
“Minimum Limits of Insurance.”
2. The most current version of ISO *Commercial Auto Coverage Form CA 00
01, providing liability coverage arising out of the ownership, maintenance or
use of automobiles in the course of your business operations. The
Automobile Policy shall be written on an occurrence form and shall provide
coverage for all owned, hired, and non-owned automobiles or other licensed
vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the State of California
and Employer’s Liability Insurance.
4. Professional Liability including Abuse & Molestation Insurance that insures
against liability arising out of the bodily injury, personal injury, including
mental anguish, and third-party property damage occurring because of the
wrongful or negligent acts attributable to the institution. The Abuse &
Molestation coverage should protect against a wide range of potential
claims, including but not limited to sexual molestation and other sexual
misconducts.
MINIMUM LIMITS OF INSURANCE
GRANTEE shall procure and maintain for the duration of the contract insurance with limits
of liability not less than those set forth below. However, insurance limits available to CITY
and STATE and each of their officers, officials, employees, agents, and volunteers as
additional insureds, shall be the greater of the minimum limits specified herein or the full
limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Abuse & Molestation):`
ALL-B 3.0 (09 00 2016)
Page 4 of 6
(i) $2,000,000 per claim/occurrence; and,
(ii) $4,000,000 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 and STATE and each of their officers, officials, employees, agents,
and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
GRANTEE shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and GRANTEE shall also be responsible for
payment of any self-insured retentions. Any self-insured retentions must be declared on
the Certificate of Insurance, and approved by, the CITY’S Risk Manager or designee. At
the option of the CITY’S Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such self-insured retentions as
respects CITY and STATE or any of their officers, officials, employees,
agents, and volunteers; or
(ii) GRANTEE shall provide a financial guarantee, satisfactory to CITY’S Risk
Manager or designee, guaranteeing payment of losses and related
investigations, claim administration and defense expenses. At no time shall
CITY be responsible for the payment of any deductibles or self-insured
retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that
the coverage shall not be cancelled, non-renewed, reduced in coverage or
in limits except after thirty calendar days’ written notice has been given to
CITY, except ten days for nonpayment of premium. GRANTEE is also
responsible for providing written notice to the CITY under the same terms
and conditions. Upon issuance by the insurer, broker, or agent of a notice
of cancellation, non-renewal, or reduction in coverage or in limits,
GRANTEE shall furnish CITY with a new certificate and applicable
endorsements for such policy(ies). In the event any policy is due to expire
during the work to be performed for CITY, GRANTEE shall provide a new
certificate, and applicable endorsements, evidencing renewal of such policy
not less than fifteen calendar days prior to the expiration date of the expiring
policy.
(ii) The Commercial General and Automobile Liability insurance policies shall
be written on an occurrence form.
(iii) The Commercial General and Automobile Liability insurance policies shall
be endorsed to name CITY and STATE and each of their officers, officials,
agents, employees, and volunteers as an additional insured. GRANTEE
ALL-B 3.0 (09 00 2016)
Page 5 of 6
shall establish additional insured status for the CITY and STATE for all
ongoing and completed operations under the Commercial General Liability
policy by use of ISO Forms or an executed manuscript insurance company
endorsements providing additional insured status. The Commercial
General endorsements must be as broad as that contained in ISO Forms:
GC 20 10 11 85 or both CG 20 10 & CG 20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain,
or be endorsed to contain, that the GRANTEE’S insurance shall be primary
to and require no contribution from the CITY or STATE. The Commercial
General Liability policy is required to include primary and non-contributory
coverage in favor of the CITY and STATE for both the ongoing and
completed operations coverage. These coverages shall contain no special
limitations on the scope of protection afforded to CITY and STATE and each
of their officers, officials, employees, agents, and volunteers. If GRANTEE
maintains higher limits of liability than the minimums shown above, CITY
and STATE requires and shall be entitled to coverage for the higher limits
of liability maintained by GRANTEE.
(v) Should any of these policies provide that the defense costs are paid within
the Limits of Liability, thereby reducing the available limits by defense costs,
then the requirement for the Limits of Liability of these polices will be twice
the above stated limits.
(vi) For any claims related to this Agreement, GRANTEE’S insurance coverage
shall be primary insurance with respect to the CITY and STATE and each
of their officers, officials, agents, employees, and volunteers. Any insurance
or self-insurance maintained by the CITY and STATE and each of their
officers, officials, agents, employees and volunteers shall be excess of the
GRANTEE’S insurance and shall not contribute with it.
(vii) The Workers’ Compensation insurance policy shall contain, or be endorsed
to contain, a waiver of subrogation as to CITY and STATE and each of their
officers, officials, agents, employees, and volunteers.
(viii) The Commercial General and Automobile Liability insurance policies shall
contain, or be endorsed to contain, a waiver of subrogation as to CITY and
STATE and each of their officers, officials, agents, employees, and
volunteers.
If the Professional Liability (Abuse & Molestation) insurance policy is written on a claims-
made form:
1. The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by GRANTEE.
2. Insurance must be maintained and evidence of insurance must be provided
for at least five 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.
ALL-B 3.0 (09 00 2016)
Page 6 of 6
3. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the effective date of
the Agreement or the commencement of work by GRANTEE, GRANTEE
must purchase “extended reporting” coverage for a minimum of five years
completion of the Agreement work or termination of the Agreement,
whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for
review.
5. These requirements shall survive expiration or termination of the
Agreement.
PROVIDING OF DOCUMENTS - GRANTEE shall furnish CITY with all
certificate(s) and applicable endorsements effecting coverage required herein. All
certificates and applicable endorsements are to be received by CITY’s Risk
Manager within a reasonable time after execution of this agreement. All non-
ISO endorsements amending policy coverage shall be executed by a licensed and
authorized agent or broker. Upon request of CITY, GRANTEE shall immediately
furnish CITY with a complete copy of any insurance policy required under this
Agreement, including all endorsements, with said copy certified by the underwriter
to be a true and correct copy of the original policy. This requirement shall survive
expiration or termination of this Agreement. All subcontractors working under the
direction of GRANTEE shall also be required to provide all documents noted
herein.
SUBCONTRACTORS- If GRANTEE subcontracts any or all of the services to be
performed under this Agreement, GRANTEE shall be solely responsible for
ensuring that its subcontractors maintain insurance coverage at levels no less than
those required by applicable law and is customary in the relevant industry and shall
indemnify CITY and STATE if failure to comply with this provision results in
damages to the CITY or the GRANTEE.
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
GRANT AGREEMENT
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
Date
(Name)
(Company)
(Address)
Additional page(s) attached.
(City, State Zip)