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Home My WebLink About2023-04-27 Council Agenda PacketThursday, April 27, 2023 9:00 AM City of Fresno 2600 Fresno Street Fresno, CA 93721 www.fresno.gov Council Chambers (In Person and/or Electronic) City Council President - Tyler Maxwell Vice President - Annalisa Perea Councilmembers: Mike Karbassi, Miguel Angel Arias, Luis Chavez, Garry Bredefeld, Nelson Esparza City Manager - Georgeanne A. White City Attorney - Andrew Janz City Clerk - Todd Stermer, CMC Meeting Agenda - Final-revised Regular Meeting 04-27-2023 AP/LC 7-0 AS AMENDED April 27, 2023City Council Meeting Agenda - Final-revised THE FRESNO CITY COUNCIL WELCOMES YOU TO CITY COUNCIL CHAMBER, LOCATED IN CITY HALL, 2ND FLOOR, 2600 FRESNO STREET, FRESNO, CALIFORNIA 93721. PUBLIC PARTICIPATION – Public participation during Fresno City Council meetings is always encouraged and can occur in one of the two following ways: 1) Participate In Person: Council Chambers, City Hall, 2nd Floor, 2600 Fresno Street, Fresno, CA 93721 a) To speak during a City Council meeting in person: fill out a speaker card (available in the Council Chamber) and place it in the speaker card collection basket at the front of the Council Chamber. You may also approach the speaker podium upon the Council President’s call for public comment. 2) Participate Remotely via Zoom: https://zoom.us/webinar/register/WN_bEyFPY5XRIeEVNfYKUqqIg a) The above link will allow you to register in advance for remote participation in the meeting via the Zoom platform. After registering, you will receive a confirmation email containing additional details about joining the meeting. b) To speak during a City Council meeting while attending remotely: while in the Zoom application, click on the icon labeled “Participants” at the bottom of the screen. Then select “RaiseHand” at the bottom of the Participants window. Your digital hand will now be raised. You will be asked to “unmute” when your name is called to speak. You will not be visible via video and there will be no opportunity to share your screen. All public speakers will have up to 3 minutes to address Council pursuant to Rule No. 10 of the Rules of Procedure for the City Council of the City of Fresno (available in the City Clerk’s Office). SUBMIT DOCUMENTS / WRITTEN COMMENTS - Pursuant to Rule 11 (c) of the Rules of Procedure, no documents shall be accepted for Council review unless submitted to the City Clerk at least 24 hours prior to the Council Agenda item be heard. Documents / written comments related to an agenda item can be submitted by one of the following methods: 1) eComment – eComment allows the public to submit agenda related comments through a website prior to the meeting. Submitted comments are limited to 1440 characters and will be a part of the official record. Page 2 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised a) Submit an e-Comment by visiting https://fresno.legistar.com/Calendar.aspx and selecting the “eComment” link. b) e-Comment is available for use upon publication of the agenda and closes 24 hours prior to the meeting start time [pursuant to Rule 11(c)]. c) e-Comment is not permitted for Land use or CEQA items d) The e-Comment Electronic User Agreement can be viewed at: https://www.fresno.gov/cityclerk/ 2) E-mail – Agenda related documents and comments can be e-mailed to the Office of the City Clerk at least 24 hours prior to the agenda item being heard, pursuant to Rule 11(c). a) E-mail the Clerk’s Office at clerk@fresno.gov b) E-mails should include the agenda date, and the related agenda item number. VIEWING CITY COUNCIL MEETINGS (non-participatory) - For your convenience, there are several ways to view Fresno City Council meetings live: 1) City of Fresno website: https://fresno.legistar.com/Calendar.aspx (click “In Progress” to view the live meeting). 2) Community Media Access Collaborative website: https://cmac.tv/ 3) YouTube - City of Fresno Council, Boards and Commissions Channel: https://www.youtube.com/channel/UC3ld83D8QGn1YBDw6aD5dZA/videos 4) Facebook: https://www.facebook.com/FresnoCA/videos 5) Cable Television: Comcast Channel 96 and AT&T Channel 99 Should any of the five viewing methods listed above experience technical difficulties, the Council meeting will continue uninterrupted. Council meetings will only be paused to address verifiable technical difficulties for all users participating via Zoom or in the Council Chamber. The City of Fresno’s goal is to comply with the Americans with Disabilities Act (ADA). Anyone requiring reasonable ADA accommodations, including sign language interpreters, or other reasonable accommodations such as language translation, should contact the office of the City Clerk at (559) 621-7650 or clerk@fresno.gov. To help ensure availability of these services, you are advised to make your request a minimum of three business days prior to the scheduled meeting. Page 3 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised 9:00 A.M. ROLL CALL Invocation by Pastor Doug Lanier with Christian Life Assembly Church. Pledge of Allegiance to the Flag APPROVE AGENDA CEREMONIAL PRESENTATIONS Proclamation for “Officer Lindsay Dozier”ID 23-293 Sponsors:Councilmember Karbassi Proclamation for “Fair Housing Month”ID 23-535 Sponsors:Council President Maxwell and Councilmember Esparza Proclamation for “Peace Officer Memorial Week”ID 23-628 Sponsors:Councilmember Bredefeld Proclamation for “Arbor Day”ID 23-449 Sponsors:Office of Mayor & City Manager and Public Works Department Proclamation for “National and California Community College Month” ID 23-562 Sponsors:Office of Mayor & City Manager, Vice President Perea, Councilmember Arias and Councilmember Esparza Fresno Animal Center’s “Pet of the Month” presented by Fresno Humane Animal Services ID 23-556 Sponsors:Office of Mayor & City Manager COUNCILMEMBER REPORTS AND COMMENTS MAYOR/MANAGER REPORTS AND COMMENTS UNSCHEDULED COMMUNICATION PLEASE NOTE: UNSCHEDULED COMMUNICATION IS NOT SCHEDULED FOR A SPECIFIC TIME AND MAY BE HEARD ANY TIME DURING THE MEETING Page 4 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised 1. CONSENT CALENDAR ***RESOLUTION - Declaring a portion of the Fresno Yosemite International Airport (FAT) and a portion of the Fresno Chandler Executive Airport (FCH) (APNs 464-220-43T and 464-020-28T) to be exempt Surplus Land for leasing purposes only as it pertains to the City’s use pursuant to the Surplus Land Act (SLA). (Districts 3 and 4) (Subject to Mayor’s Veto) ID 23-5241.-A. Sponsors:Airports Department Actions related to Bid File 12300507 soliciting proposals to manage and operate Food & Beverage Concessions and News & Convenience Concessions at Fresno Yosemite International Airport (FAT). (Council District 4) 1. Award a fifteen-year term Agreement to SSP America, Inc. dba SSP America FAT, LLC, for Food & Beverage Concessions (F&B) at Fresno Yosemite International Airport (FAT) and authorize the Director of Aviation (Director) to execute the contractual document(s) (Bid File 12300507) (District 4); and 2. Award a fifteen-year term Agreement to Hudson Group Retail, LLC, dba HG Fresno Concessionaires JV, for News & Convenience Concessions (N&C) at Fresno Yosemite International Airport (FAT) and authorize the Director of Aviation (Director) to execute the documents (Bid File 12300507) (District 4). The potential revenue of both contracts is $1,295,045 annually. Total anticipated revenue during the full term of both contracts is approximately $19,425,673. ID 23-6361.-B. Sponsors:Airports Department ***RESOLUTION - Adopt the 37th Amendment to the Annual Appropriation Resolution (AAR) No. 2022-154 to appropriate $2,383,200 from FY 2023 General Fund surplus to various City Departments (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto). ID 23-6071.-C. Sponsors:Office of Mayor & City Manager Page 5 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised Actions pertaining to Commercial Cannabis Activity: 1. Approve the Loan Agreement for Eddie Rodriguez (the Owner) of Truffle Tree LLC, a cannabis social equity business, in the amount of $75,000 to assist with the start-up, regulatory costs, and operating costs of opening a retail commercial cannabis business in the City of Fresno. 2. Adopt a Resolution Authorizing the City Manager to award $114,006.85 in State of California Cannabis Equity Act Grant Funding to each approved Social Equity Applicants. ID 23-6631.-D. Sponsors:Office of Mayor & City Manager Actions pertaining to the 2022 Community Project Funding (CPF) grant through the department of Housing and Urban Development (HUD): 1. Accept the CPF grant award from HUD totaling $665,000 for the Urban Heat Island Mitigation and Edible Food Rescue and Distribution project led by Fresno Metro Ministry 2. Approve Sub-Recipient Agreement with Fresno Metro Ministry totaling $665,000 3. ***RESOLUTION - A resolution of the council of the City of Fresno Adopting the 24th amendment to the annual appropriation resolution No. 2022-154 to appropriate $665,000 from the Department of Housing and Urban Development (HUD) for the Community Project Fund (CPF) grant (Requires five Affirmative Votes) (Subject to Mayor’s Veto). ID 23-6111.-E. Sponsors:Finance Department Actions pertaining to Transient Room Tax: 1. ***BILL B-11 (Intro’d 4/20/2023)(For Adoption) Amending Section 7-602 of the Fresno Municipal Code, relating to compelling short-term rental crowdsourcing entities such as Airbnb, VRBO, etc. to collect Transient Occupancy Tax (TOT) on the City’s behalf and to remit the revenue to the City. (Subject to Mayor’s Veto) ID 23-6491.-F. Sponsors:Finance Department Page 6 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised ***RESOLUTION - Authorizing a Grant Application for $100,000 to California Automated Permit Processing (CalAPP) Program for establishing an eligible automated, solar permitting platform and authorizing the Planning and Development Department Director or designee to accept grant funds and execute all related documents. (Subject to Mayor’s Veto) (Citywide) ID 23-6251.-G. Sponsors:Information Services Department and Planning and Development Department Actions pertaining to the agreement with Tyler Technologies for implementation and hosting of Financials, Human Capital Management and Utility Billing software: 1. Approve Amendment 2 reallocating $161,400 within the project from unused services. No additional funding is requested. 2. Approve Amendment 3 reallocating $58,400 within the project from unused services. No additional funding is requested. ID 23-4671.-H. Sponsors:Information Services Department ***RESOLUTION - Adopt the Eighth Amendment to the Position Authorization Resolution (“PAR") No. 2022-153 entitled, “A Resolution of the Council of the City of Fresno establishing the number of positions authorized in the various departments and offices of the City for Fiscal Year 2023,” to add a total of four positions: one full time Projects Administrator; one full time Program Manager; and two full time Senior Management Analysts, in the Parks, After School, Recreation, and Community Services (“PARCS”) Department. (Subject to Mayor’s veto). ID 23-6711.-I. Sponsors:Parks, After School and Recreation and Community Services Department ***RESOLUTION - Adopt the 13th Amendment to the FY 2023 Salary Resolution No. 2022-152, amending Exhibit 1, Unit 1, Non-Supervisory Blue Collar (Local 39) by adding the new classification of Park Equipment Mechanic I to be flexibly staffed with Park Equipment Mechanic II as a series, and ID 23-6231.-J. Page 7 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised providing a monthly salary step plan range of $3,715-$4,515 for the Park Equipment Mechanic I classification; amending Exhibit 3, Unit 3, Non-Supervisory White Collar (FCEA) by adding the new classification of Airports Credentialing Technician and providing a monthly salary step plan range of $3,780-$4,540 for the classification; and amending Exhibit 13-1, Unit 13, Exempt Supervisory and Professional (CFPEA) by adding the new classification of Airports Credentialing Supervisor and providing a monthly salary step plan range of $5,527-$6,693 for the classification, retroactively effective April 24, 2023 (Subject to Mayor’s Veto) Sponsors:Personnel Services Department Actions pertaining to the 2021 Project Safe Neighborhoods grant program 1. Authorize the Chief of Police to accept $374,046 in grant funding from the Office of Justice Program (OJP) through the Bureau of Justice Assistance (BJA) and execute the sub award grant agreement between San Diego Association of Governments for the 2021 Project Safe Neighborhoods grant 2. ***RESOLUTION - Adopt the 32nd amendment to the Annual Appropriation Resolution No. 2022-154 to appropriate $124,700 for the Project Safe Neighborhoods (PSN) 21 grant program (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto) ID 23-6291.-K. Sponsors:Police Department Actions pertaining to the 2021 National Sexual Assault Kit Initiative (SAKI) grant program, herein referred to as the SAKI grant 1. Authorize the Chief of Police or his designee to accept $1,000,000 in grant funding for the SAKI grant awarded to the Fresno Police Department from the U.S. Department of Justice, through the Office of Justice Programs Bureau of Justice Assistance (BJA) 2. Authorize the Chief of Police or his designee to enter into a Memorandum of Understanding (MOU) with the Fresno County District Attorney’s Office to fund .10 of the full-time equivalent Senior Deputy District Attorney for years two and ID 23-6421.-L. Page 8 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised three of the three-year grant performance period totaling $51,120 ($25,560 Year 2 and $25,560 Year 3) 3. ***RESOLUTION -Adopt the 9th Amendment to Position Authorization Resolution (“PAR”) No. 2022-153 entitled “a Resolution of the Council of the City of Fresno establishing the number of positions authorized in the various departments and offices of the City for Fiscal Year 2023;” adding two full-time Crime Specialist positions to the Fresno Police Department (Subject to Mayor’s Veto) Sponsors:Police Department Actions pertaining to the FY 2022 Community Oriented Policing Services (COPS) Hiring Program grant, herein referred to as the COPS Metro Bike Unit grant 1. Authorize the Chief of Police or his designee to accept $1,500,000 in grant funding for the 2022 COPS Hiring Program grant awarded to the Fresno Police Department from the U.S. Department of Justice, through the Office of Community Oriented Policing Services (COPS) and to execute all related documents applicable to the COPS Hiring Program 2. ***RESOLUTION -Adopt the 10th Amendment to Position Authorization Resolution (“PAR”) No. 2022-153 entitled “a Resolution of the Council of the City of Fresno establishing the number of positions authorized in the various departments and offices of the City for fiscal year 2023”; adding twelve full-time Police Officer positions to the Fresno Police Department (subject to Mayor’s veto) ID 23-6311.-M. Sponsors:Police Department ***RESOLUTION - 35th Amendment to the Annual Appropriation Resolution (AAR) No. 2022-154 to appropriate $77,000 for the Knight Avenue Improvement Project and $90,400 for the Traffic Signal Improvement Project at Church and Walnut Avenues (Council District 3) (Requires 5 affirmative votes) (Subject to Mayor’s veto) ID 23-6381.-N. Sponsors:Public Works Department Page 9 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised ***RESOLUTION - Authorizing the Submission of a Grant Application to the California Department of Transportation for the Clean California Local Grant Program Cycle 2 in the amount of $5,000,000 for the South Fresno Litter Abatement, Beautification, and Placemaking Project at Shields Avenue from Weber Avenue to Hughes Avenue, Brawley Avenue and Fountain Way, Kearney Boulevard from Fresno Street to Marks Avenue, Midtown Trail Segment 4, Van Ness Avenue from Floradora Avenue to Home Avenue, and Highway Litter Abatement on SR-41, SR-180, SR-99, and Golden State Boulevard; and Authorizing the Execution of Grant Application and Grant Agreement Documents by the Public Works Director or Designee (Council Districts 1, 3, 4 and 7) (Subject to Mayor’s Veto) ID 23-6341.-O. Sponsors:Public Works Department Actions pertaining to Downtown Fresno Neighborhood Beautification and Cleanup Project on Blackstone Avenue and Abby Street from Olive Avenue to Belmont Avenue, and on Belmont Avenue from Abby Street to First Street (RFP No. 12301221) (Council Districts 3 & 7): 1. Adopt finding of Categorical Exemption per staff determination, pursuant to Sections 15301/Class 1 (Existing Facilities) and 15302/Class 2 (Replacement or Reconstruction) of the California Environmental Quality Act (CEQA) Guidelines, Environmental Assessment Number PW01012, dated April 12, 2023 2. Award a requirements contract to ScrubCan, Inc. of Fresno, CA, in the amount of $113,760 for a one-year contract for Business Corridor Litter Abatement Services on Blackstone Avenue, Abby Street, and Belmont Avenue business corridors ID 23-6331.-P. Sponsors:Public Works Department and Department of Public Utilities Actions pertaining to the Veterans Boulevard Grade Separation Project (Council District 2) 1. ***RESOLUTION - 36th Amendment to the Annual Appropriation Resolution (AAR) No. 2022-154 appropriating ID 23-6091.-Q. Page 10 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised $413,500 for the Veterans Boulevard Grade Separation Project (Requires 5 Affirmative Votes) (Subject to Mayor’s veto) 2.Approve Contract Change Order No. 28 in the amount of $218,740 and an increase in contract time of nine (9) working days with Granite Construction Company for the Veterans Boulevard Grade Separation Project, Project ID PW00683 Sponsors:Public Works Department Actions pertaining to Final Map of Tract No. 6400 RESOLUTION - Approving the Final Map of Tract No. 6400, and accepting dedicated public uses offered therein except for dedications offered subject to City acceptance of developer installed required improvements - located near the northeast corner of East Clinton Avenue and North Armstrong Avenue (Council District 7) ID 23-6081.-R. Sponsors:Public Works Department ***RESOLUTION - Adopting the 34th amendment to the Annual Appropriations Resolution (AAR) No. 2022-154 appropriating $1,761,500 for the Parks and Public Safety Energy Efficiency Projects (Citywide) (Requires 5 Affirmative Votes)(Subject to Mayor’s Veto) ID 23-5961.-S. Sponsors:Public Works Department Actions pertaining to the Department of Transportation Fresno Area Express Replace HVAC FAX Administration Building Project, Project ID: FC00036 1.Approve Contract Change Order No. 4 to Strategic Mechanical, Inc. in the amount of $93,898.43 2.Approve Contract Change Order No. 5 to Strategic Mechanical, Inc. in the amount of $1,644.74 ID 23-5951.-T. Sponsors:Public Works Department and Department of Transportation Approve an agreement for professional engineering services with O’Dell Engineering, Inc. for $429,400, with a $44,000 contingency, for design and construction support services for the Play Structure Improvements Project (Council Districts 2, 3, 4, 5, 6, 7) ID 23-5941.-U. Page 11 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised Sponsors:Public Works Department, Parks, After School and Recreation and Community Services Department Approve an agreement for professional engineering services with O’Dell Engineering, Inc. for $93,900, with a $22,000 contingency, for design and construction support services for the Milburn Overlook Redesign and Construction Project (Council District 2) ID 23-5931.-V. Sponsors:Public Works Department, Parks, After School and Recreation and Community Services Department ***RESOLUTION - Approving the application for project funding from the San Joaquin River Conservancy and authorizing the Director of Public Works or Designee to accept project funds and execute all application and funding related documents with the San Joaquin River Conservancy on behalf of the City of Fresno for the construction of a Traffic Signal and Intersection Improvements at Audubon Drive and Del Mar Avenue (Council District 2) (Subject to Mayor’s Veto) ID 23-5731.-W. Sponsors:Public Works Department Actions pertaining to the disposal of vacated roadway properties associated with the State Route 99 Realignment Project (Council District 3): 1. ***RESOLUTION - Declaring a portion of the southeast corner of North Parkway Drive and West Shields Avenue; a portion of North Parkway Drive, north of West Weldon Avenue; and a portion of North Marks Avenue, north of the Marks-Shields Connector to be exempt surplus land (Subject to Mayor’s Veto) 2. RESOLUTION - Finding Good Cause and Clear and Convincing Benefit to the Public pursuant to Fresno Municipal Code section 4-204, relating to the Disposition of Real Surplus Property being a portion of the southeast corner of North Parkway Drive and West Shields Avenue; a portion of North Parkway Drive, north of West Weldon Avenue; and a portion of North Marks Avenue, north of the Marks-Shields Connector (Requires 5 Affirmative Votes) ID 23-4631.-X. Page 12 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised 3.Approve the execution of the Property Transfer Agreement and authorize the Public Works Director or designee to execute the Property Transfer Agreement and associated Grant Deeds with Caltrans for the transfer of the Subject Properties Sponsors:Public Works Department A Resolution of the Council of the City of Fresno, California, Supporting a City contribution of funds to FCTC Senior, LP for the construction of water infrastructure necessary to meet fire suppression requirements, in an amount not to exceed $2,700,000, associated with the Fancher Creek Town Center Development and Affordable Housing project therein. ID 23-6471.-Y. Sponsors:Councilmember Chavez Bill (For Introduction) - Amending Chapter 9, Article 26 of the Fresno Municipal Code to add Section 9-2610, “Sideshows, Street Races, and Reckless Driving Exhibitions,” prohibiting the knowing participation as a driver, passenger, or spectator in sideshows, street races, or reckless driving exhibitions. ID 23-6721.-Z. Sponsors:Councilmember Bredefeld and Vice President Perea ***RESOLUTION - Adopting a pilot program to incentivize job creation within portions of the Tower District located within Districts 1 and 3 and the portion of the area west of Highway 99 between Clinton Avenue and Shaw Avenue located within District 1. (Subject to Mayor’s Veto) ID 23-6611. -AA. Sponsors:Vice President Perea and Councilmember Arias RESOLUTION - Amending the Council Communication PolicyID 23-6621. -BB. Sponsors:Councilmember Karbassi Actions pertaining to the State of California’s Homekey 3 Program and development of permanent affordable housing at 6507 North Polk Avenue (506-130-04) (District 2): 1.***RESOLUTION - Authorizing joint application to and participation in the State of California’s Homekey 3 Program to sustain and rapidly expand housing for persons ID 23-6891. -CC. Page 13 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised experiencing homelessness or at risk of homelessness and authorizing the City Manager or designee to sign all required implementing documents. (Subject to Mayor's Veto). 2.***RESOLUTION - In support of future City Contribution of Funds for construction and development expenses associated with the project in an amount not to exceed $2,800,000 upon full award of Homekey 3 funding for Valley Teen Ranch’s Welcome Home project. (Subject to Mayor's Veto) Sponsors:Planning and Development Department CONTESTED CONSENT CALENDAR 2. SCHEDULED COUNCIL HEARINGS AND MATTERS 10:00 A.M. #1 Tax Equity and Financial Responsibility Act (TEFRA) public hearing. TEFRA HEARING - To hear and consider information concerning the proposed issuance of tax-exempt bonds by California Enterprise Development Authority for the purpose of financing the acquisition, construction, installation and equipping of a healthcare facility located at 4615 & 4623 North First Street, Fresno, California 93726 (the Facility) and paying certain costs of issuance in connection with such financing by United Health Centers of the San Joaquin Valley. 1. ***RESOLUTION - Approving the issuance by the California Enterprise Development Authority of not to exceed $10,000,000 aggregate principal amount of the California Enterprise Development Authority’s Revenue Bonds for the purpose of financing the cost of developing, constructing, installing, equipping and furnishing of a facility for the benefit of United Health Centers of the San Joaquin Valley and other matters relating thereto (Subject to Mayor's veto). ID 23-617 Sponsors:Finance Department Page 14 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised 10:00 A.M. #2 Actions pertaining to the City of Fresno Airport Revenue Bonds: 1. TEFRA HEARING - Tax Equity and Fiscal Responsibility Act (TEFRA) to hear and consider information concerning the proposed issuance of tax-exempt bonds by the City of Fresno of exempt facility bonds for the purpose of financing various improvements at Fresno Yosemite International Airport 2. ***RESOLUTION - Authorizing the issuance, sale and delivery of City of Fresno Airport Revenue Bonds, Series 2023 Bonds, authorizing the execution and delivery of a fourth supplemental indenture, bond purchase contract, escrow agreement, continuing disclosure certificate, official statement, and related documents, and authorizing certain other actions and the execution of certain other documents in connection therewith. (Requires 5 Affirmative Votes) (Subject to Mayor’s veto) ID 23-640 Sponsors:Airports Department 10:05 A.M. Actions pertaining to the 2023-2024 Annual Action Plan: 1. HEARING to obtain public comments regarding the Draft 2023-2024 Annual Action Plan; and 2. ***RESOLUTION - Adopting the 2023-2024 Annual Action Plan; approving submission to the U.S. Department of Housing and Urban Development (HUD) for application of $6,897,161 Community Development Block Grant (CDBG), $3,578,083 HOME Investment Partnerships (HOME), $601,082 Emergency Solutions Grant (ESG), and $990,192 Housing Opportunities for Persons with AIDS/HIV (HOPWA) program funds; providing for subrecipient agreements; and Authorizing the City Manager to sign all implementing documents required by HUD as approved to form by the City Attorney (Subject to Mayor’s Veto) ID 23-613 Sponsors:Planning and Development Department Page 15 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised 10:10 A.M.#1 Appearance by Cruz Gonzales to discuss Kings Canyon Renaming Project. (District 4 Resident) ID 23-645 Sponsors:Office of the City Clerk 10:10 A.M.#2 Appearance by Community Compact to discuss rescinding the Kings Canyon renaming Resolution. (District 5 Resident) ID 23-646 Sponsors:Office of the City Clerk 10:20 A.M. HEARING to consider adoption of a resolution related to the designation of a property to the Local Register of Historic Resources 1. ***RESOLUTION - Designating the Sequoia Hotel/Fink & Skopp building located at 925-933 Van Ness Avenue, Fresno California to the Local Register of Historic Resources (APN46825403) (District 3) (Subject to Mayor Veto). ID 23-673 Sponsors:Planning and Development Department 3. GENERAL ADMINISTRATION WORKSHOP - Annual Review of the Community Workforce Agreement (Project Labor Agreement) ID 23-4653.-A. Sponsors:Public Works Department WORKSHOP - NLC Service Line Warranty Program by HomeServe ID 23-6513.-B. Sponsors:Councilmember Esparza 4. CITY COUNCIL 5. CLOSED SESSION CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION ID 23-6585.-A. Page 16 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised Government Code Section 54956.9, subdivision (d)(2) Significant Exposure to Litigation: Bakman Water Company v. City of Fresno Sponsors:City Attorney's Office CONFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6 City Negotiators: TJ Miller Employee Organizations: 1. International Union of Operating Engineers, Stationary Engineers, Local 39 (Local 39); 2. Fresno City Employees Association (FCEA); 3. Fresno Police Officers Association (FPOA Basic), Unit 4; 4. International Association of Firefighters, Local 753, Unit 5 (Fire Basic); 5. Amalgamated Transit Union, Local 1027 (ATU); 6. International Brotherhood of Electrical Workers, Local 100 (IBEW); 7. Fresno Police Officers Association (FPOA Management); 8. International Association of Firefighters, Local 753, Unit 10 (Fire Management); 9. City of Fresno Professional Employees Association (CFPEA); 10. City of Fresno Management Employees Association (CFMEA); 11. Operating Engineers, Local Union No. 3, Fresno Airport Public Safety Supervisors (FAPSS); 12. Operating Engineers, Local Union No. 3, Fresno Airport Public Safety Officers (FAPSO); 13. Unrepresented Employees in Unit 2 (Non-Represented Management and Confidential Classes): Airport Public Safety Manager, Assistant City Attorney, Assistant City Manager, Assistant Controller, Assistant Director, Assistant Director of Personnel Services, Assistant Director of Public Utilities, Assistant Director of Public Works, Assistant Police Chief, Assistant Retirement Administrator, Background Investigator, Budget Analyst, Budget Manager, Chief Assistant City Attorney, Chief Information Officer, Chief Labor Negotiator, Chief of Staff to Councilmember, Chief of Staff to the Mayor, City Attorney (City Negotiator, Council President Maxwell), City Attorney Investigator, City Clerk (City Negotiator, Council President Maxwell), City Engineer, City Manager (City Negotiator, Mayor Dyer), Community ID 23-6745.-B. Page 17 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised Coordinator, Community Outreach Specialist, Controller, Council Assistant, Deputy City Attorney II , Deputy City Attorney III, Deputy City Manager, Director, Director of Aviation, Director of Development, Director of Personnel Services, Director of Public Utilities, Director of Transportation, Economic Development Coordinator, Economic Development Director , Executive Assistant to Department Director, Executive Assistant to the City Attorney, Executive Assistant to the City Manager, Executive Assistant to the Mayor, Fire Chief, Governmental Affairs Manager, Human Resources Manager, Independent Reviewer, Internal Auditor, Investment Officer, Management Analyst II, Payroll Accountant, Payroll Manager, Police Chief, Principal Budget Analyst, Principal Internal Auditor, Principal Labor Relations Analyst, Project Liaison/Program Administrator, Public Affairs Officer, Public Works Director, Retirement Administrator, Retirement Benefits Manager, Retirement Office Manager, Senior Budget Analyst, Senior Deputy City Attorney I, Senior Deputy City Attorney II, Senior Deputy City Attorney III, Senior Human Resources/Risk Analyst, Senior Law Clerk, Supervising Deputy City Attorney Sponsors:Office of Mayor & City Manager CONFERENCE WITH LEGAL COUNSEL-ANTICIPATED LITIGATION Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: 1 potential case ID 23-6775.-C. Sponsors:Office of Mayor & City Manager PUBLIC EMPLOYEE PERFORMANCE EVALUATION 1. Government Code Section 54957(b): consider the appointment, employment, evaluation of performance, discipline, or dismissal of a public employee. Title: City Clerk 2. Government Code Section 54957.6: conference with labor negotiator. City Negotiator: Council President Tyler Maxwell. Unrepresented Employee: City Clerk ID 23-525.-D. Sponsors:Council President Maxwell Page 18 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised PUBLIC EMPLOYEE PERFORMANCE EVALUATION 1. Government Code Section 54957(b): consider the appointment, employment, evaluation of performance, discipline, or dismissal of a public employee. Title: City Attorney 2. Government Code Section 54957.6: conference with labor negotiator. City Negotiator: Council President Tyler Maxwell. Unrepresented Employee: City Attorney ID 23-515.-E. Sponsors:Council President Maxwell ADJOURNMENT UPCOMING SCHEDULED COUNCIL HEARINGS AND MATTERS MAY 11, 2023 10:00 A.M. - Consideration of Plan Amendment and Rezone Application No. P22-01086, Development Permit Application No. P21-06232, and related Environmental Assessment No. P22-01086/P21-06232 pertaining to ±2.20 acres of property located on the west side of North Chestnut Avenue, between East Shepherd and East Teague Avenues (Council District 6) MAY 25, 2023 10:00 A.M. - HEARING – To adopt Resolutions and Ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No. 18, Annexation No. 002 (T6212, located at the southwest corner of North Parc West Drive and North Grantland Avenue; T6276, located on the northwest corner of North Parc West Drive and North Grantland Avenue; T6350, located on the northeast corner of North Parc West Drive and West Holland Avenue) (Council District 1) MAY 25, 2023 10:05 A.M. - HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No. 11, Annexation No. 142 (Final Tract Map No. 6350) (located on the northwest corner or North Parc West Drive and West Holland Avenue) (Council District 1) MAY 25, 2023 10:10 A.M. - HEARING to adopt resolutions and ordinance to annex territory and Page 19 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised levy a special tax regarding City of Fresno Community Facilities District No. 11, Annexation No. 143 (Final Tract Map No. 6370) (located on the west side of North Chestnut Avenue and East Powers Avenue) (Council District 6) JUNE 22, 2023 10:00 A.M. -HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No. 11, Annexation No. 144 (Final Tract Map No. 6276) (located on the northwest corner of North Parc West Drive and North Grantland Avenue) (Council District 1) JUNE 29, 2023 10:00 A.M.-HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No. 11, Annexation No. 145 (Final Tract Map No. 6283) (located on the southeast corner of North Fowler Avenue and East Dakota Avenue) (Council District 4) JUNE 29, 2023 10:05 A.M. - HEARING to consider the proposed Annual Assessment for the City of Fresno Landscaping and Lighting Maintenance District No. 1 (Citywide) UPCOMING EMPLOYEE CEREMONIES EMPLOYEE OF THE QUARTER - 9:00 A.M. • July 19, 2023 (Wednesday) - Employee of the Summer Quarter • October 18, 2023 (Wednesday) - Employee of the Fall Quarter EMPLOYEE SERVICE AWARDS - 10:00 A.M. • April 26, 2023 (Wednesday) - Employee Service Awards - CONTINUED TO MAY 26, 2023 • November 15, 2023 (Wednesday) - Employee Service Awards 2023 CITY COUNCIL MEETING SCHEDULE May 04, 2023 - NO MEETING May 11, 2023 - 9:00 A.M. May 18, 2023 - NO MEETING May 25, 2023 - 9:00 A.M. June 01, 2023 - NO MEETING Page 20 City of Fresno ***Subject to Mayoral Veto April 27, 2023City Council Meeting Agenda - Final-revised June 08, 2023 - 9:00 A.M. June 15, 2023 - 9:00 A.M. June 22, 2023 - 9:00 A.M. June 29, 2023 - 9:00 A.M. Page 21 City of Fresno ***Subject to Mayoral Veto City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-293 Agenda Date:4/27/2023 Agenda #: CEREMONIAL PRESENTATION Proclamation for “Officer Lindsay Dozier” City of Fresno Printed on 4/21/2023Page 1 of 1 powered by Legistar™ 04-27-2023 PRESENTED City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-535 Agenda Date:4/27/2023 Agenda #: CEREMONIAL PRESENTATION Proclamation for “Fair Housing Month” City of Fresno Printed on 4/21/2023Page 1 of 1 powered by Legistar™ 04-27-2023 PRESENTED CITY OF FRESNO ____________________________________________ __________________________________________ JERRY P. DYER, Honorable Mayor TYLER MAXWELL, Council President _____________________________________________ __________________________________________ ANNALISA PEREA, Council Vice President MIKE KARBASSI, Councilmember, District 2 _____________________________________________ __________________________________________ MIGUEL ARIAS, Councilmember, District 3 LUIS CHAVEZ, Councilmember, District 5 _____________________________________________ __________________________________________ GARRY BREDEFELD, Councilmember, District 6 NELSON ESPARZA, Councilmember, District 7 Offices of Council President Tyler Maxwell & Councilmember Nelson Esparza Hereby Recognizes: Fresno Association of Realtors WHEREAS, The Fair Housing Act, enacted on April 11, 1968, set forth into federal law the goal of eliminating racial segregation and ending housing discrimination in the United States; and WHEREAS, The Fair Housing Act prohibits discrimination in housing based on race, color, religion, sex, familial status, national origin, and disability and commits recipients of federal funding to affirmatively further fair housing in their communities; and WHEREAS, The City of Fresno is committed to the mission and intent of Congress to provide fair and equal housing opportunities for all that will help further the success and well-being of the City; and WHEREAS, Our social fabric, economy, health, and environment, are strengthened in diverse and inclusive communities; and WHEREAS, More than fifty years after the passage of the Fair Housing Act, discrimination persists, and many communities continue to have barriers to equal housing opportunities; and WHEREAS, The Fresno Association of Realtors recognizes the importance of inclusive communities and is dedicated to promoting efforts to provide and advocate for housing opportunities free of discrimination. NOW, THEREFORE BE IT RESOLVED, that we, Mayor Jerry P. Dyer, and the Fresno City Council, do hereby proclaim April 2023, in the City of Fresno as: “Fair Housing Month” in the City of Fresno IN WITNESS WHEREOF, we have hereunto set our hands and affixed the Great Seal of the City of Fresno, California, this 27th day of April of the Year Two Thousand and Twenty-Three. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-628 Agenda Date:4/27/2023 Agenda #: CEREMONIAL PRESENTATION Proclamation for “Peace Officer Memorial Week” City of Fresno Printed on 4/20/2023Page 1 of 1 powered by Legistar™ 04-27-2023 PRESENTED CITY OF FRESNO Office of Mayor Jerry Dyer & The Fresno City Council WHEREAS, the Mayor and City Council of Fresno acknowledge the sacrifices made by the men and women of law enforcement in Fresno County who lost their lives in service to its citizens and to the ceremony in their honor celebrated at twelve noon, Thursday, May 4, 2023, in Fresno County Court House Park; and WHEREAS, the Congress and President of the United States have designated May 15th as National Peace Officers Memorial Day and the week in which May 15th falls as National Police Week; and WHEREAS, it is important that all citizens know and understand the duties, responsibilities, hazards and sacrifices of their Police Department, and that members of the Fresno Police Department recognize their duty to serve the people by safeguarding life and property, by protecting them against violence and disorder, and by protecting the innocent against deception and the weak against oppression; and WHEREAS, the men and women of the Fresno Police Department unceasingly provide a vital public service; and NOW, THEREFORE BE IT RESOLVED that we, Mayor Jerry Dyer and the Council of the City of Fresno, do hereby call upon the citizens of Fresno and upon all patriotic, civic, and educational organizations to observe the week of Sunday, May 14, through Saturday, May 20, 2023, as NATIONAL POLICE WEEK with appropriate ceremonies and observances in which all our people may join in commemorating law enforcement officers, past and present, who by their faithful and loyal devotion to their responsibilities, have rendered a dedicated service to their communities, and in so doing, have established for themselves an enviable and enduring reputation for preserving the rights and security of all citizens. BE IT FURTHER RESOLVED, that we call upon all citizens of Fresno to observe Thursday, May 4, 2023, as PEACE OFFICERS MEMORIAL DAY in Fresno in honor of those law enforcement officers who, through their courageous deeds, have made the ultimate sacrifice in service to their community or have become disabled in the performance of duty, and let us recognize and pay respect to the survivors of our fallen heroes. IN WITNESS WHEREOF, we have hereunto set our hands and affixed the Seal of The City of Fresno, California, this 27th day of April 2023. _____________________________________________ ________________________________________________ MAYOR JERRY DYER COUNCIL PRESIDENT TYLER MAXWELL _________________________________ ___________________________________ VICE PRESIDENT ANNALISA PEREA COUNCILMEMBER MIKE KARBASSI _________________________________ ___________________________________ COUNCILMEMBER MIGUEL ARIAS COUNCILMEMBER NELSON ESPARZA _________________________________ ___________________________________ COUNCILMEMBER LUIS CHAVEZ COUNCILMEMBER GARRY BREDEFELD City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-449 Agenda Date:4/27/2023 Agenda #: CEREMONIAL PRESENTATION Proclamation for “Arbor Day” See attachment City of Fresno Printed on 4/21/2023Page 1 of 1 powered by Legistar™ 04-27-2023 PRESENTED CITY OF FRESNO Office of Mayor Jerry P. Dyer _____ _________________________________ ________________________________ LEE BR JERRY P. DYER, Honorable Mayor TYLER MAXWELL, Council President ____ _________________________________ ESMER ANNALISA PEREA, Vice President MIKE KARBASSI, Councilmember District 2 _____ _________________________________ PAUL C MIGUEL ARIAS, Councilmember District 3 LUIS CHAVEZ, Councilmember District 5 _____ _________________________________ GARRY GARRY BREDEFELD, Councilmember District 6 NELSON ESPARZA, Council District 7 WHEREAS, the Nebraska Board of Agriculture in 1872 established a special day to be set aside for the planting of trees; and WHEREAS, this holiday, called Arbor Day, was first observed with the planting of more than a million trees in Nebraska, when pioneers noted the lack of trees and their great need for shade, building materials and for windbreaks. This first Arbor Day built on earli er arbor festivals dating to the 16 th Century, when the Spanish village of Mondoñedo held the first known tree-planting festival; and WHEREAS, first proclaimed by Nebraska’s governor in 1874, by 1920 Arbor Day had spread to more than 45 U.S. states and territories. Today, all 50 states celebrate Arbor Day, an observance that is now recognized throughout the world; and WHEREAS, trees can combat climate change by reducing the erosion of our precious topsoil by wind and water, cutting heating and cooling costs, moderating the temperature, cleaning the air, producing life-giving oxygen, and providing wildlife habitat; and WHEREAS, trees are a renewable resource, giving us paper, wood for our homes, fuel for our fires, and countless other products; and WHEREAS, in urban areas, trees increase property values, enhance the economic vitality of business areas, provide shade, and beautify our community; and WHEREAS, wherever they are planted, trees can be a source of joy and spiritual renewal. NOW, THEREFORE BE IT RESOLVED that we, Mayor Jerry Dyer and Members of the Fresno City Council, do hereby proclaim Friday April 28, 2023 to be: “Arbor Day” In the City of Fresno. IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of the City of Fresno, California, this 27th day of April 2023. In Honor of Arbor Day City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-562 Agenda Date:4/27/2023 Agenda #: APPOINTMENT FROM:JERRY DYER, Mayor ANNALISA PEREA, Vice President District 1 MIGUEL ARIAS, Councilmember District 3 NELSON ESPARZA, Councilmember District 7 SUBJECT Proclamation for “National and California Community College Month” City of Fresno Printed on 4/21/2023Page 1 of 1 powered by Legistar™ 04-27-2023 PRESENTED CITY OF FRESNO The Fresno City Council Community College Awareness Month WHEREAS: According to the National Center for Education Statistics, across the nation, public community colleges serve over 7 million students. The California Community Colleges, the largest system of higher education in the nation with 116 colleges serving more than 1.8 million students, is an essential resource for the State of California, its people, and its economy; and WHEREAS: The California Community Colleges bring higher education within reach of every Californian through their open admissions, low enrollment fees, financial assistance programs, academic and career guidance, outstanding teach by dedicated faculty, exceptional career training, and specialized support services for students who need extra help with the transition to college or to the mastery of college-level coursework; and WHEREAS: The State Center Community College District is one of the largest and successful community college districts in the region, serving over 53,000 students annually at their four colleges and center. The Colleges of State Center Community College District award more than 400 degree and certificate programs that prepare students for success in their academic and professional lives; and WHEREAS: The State Center Community College District is a space for students, faculty, staff and administrators to work together to gain deeper understanding of the lived experiences of people of colors, our LGBTQIA Community, and marginalized and underrepresented groups to create a more inclusive working and learning environment. The State Center Community College District is vital to training and preparing thousands of first responders, including police, fire, paramedics, and nurses throughout the Valley; and WHEREAS: In recognition of National Community College Awareness Month, the State Center Community College District celebrates its successes and many accomplishments in April. NOW THEREFORE BE IT RESOLVED: that Councilmember Nelson Esparza, Mayor Jerry P. Dyer, and the Fresno City Council do hereby proclaim, the month of April 2023 as: “Community College Awareness Month” in the City of Fresno, IN WITNESS WHEREOF, we have hereunto set our hands and affixed the Seal of The City of Fresno, California, this month of April 2023. _____________________________________________ _________________________________________ JERRY P. DYER, Honorable Mayor TYLER MAXWELL, Council President District 4 _____________________________________________ _________________________________________ ANNALISA PEREA, Council Vice President District 1 MIKE KARBASSI, Councilmember District 2 _____________________________________________ _________________________________________ MIGUEL ARIAS, Councilmember District 3 LUIS CHAVEZ, Councilmember District 5 _____________________________________________ _________________________________________ GARRY BREDEFELD, Councilmember District 6 NELSON ESPARZA, Councilmember District 7 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-556 Agenda Date:4/27/2023 Agenda #: CEREMONIAL PRESENTATION Fresno Animal Center’s “Pet of the Month” presented by Fresno Humane Animal Services City of Fresno Printed on 4/21/2023Page 1 of 1 powered by Legistar™ 04-27-2023 PRESENTED City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-713 Agenda Date:4/27/2023 Agenda #: REPORT TO THE CITY COUNCIL SUBJECT Public Comment received for the April 27, 2023, Regular Meeting. City of Fresno Printed on 4/28/2023Page 1 of 1 powered by Legistar™ 04-27-2023 DISTRIBUTED City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-524 Agenda Date:4/27/2023 Agenda #: 1.-A. REPORT TO THE CITY COUNCIL FROM:HENRY THOMPSON, Director of Aviation Airports Department SUBJECT ***RESOLUTION - Declaring a portion of the Fresno Yosemite International Airport (FAT) and a portion of the Fresno Chandler Executive Airport (FCH) (APNs 464-220-43T and 464-020-28T) to be exempt Surplus Land for leasing purposes only as it pertains to the City’s use pursuant to the Surplus Land Act (SLA). (Districts 3 and 4) (Subject to Mayor’s Veto) RECOMMENDATION Staff recommends that the City Council adopt Resolutions declaring that certain portions of real property located at Fresno Yosemite International Airport (FAT), and Fresno Chandler Executive Airport (FCH) are exempt surplus land for leasing purposes only that is not necessary for the City’s use pursuant to the Surplus Land Act (SLA) as shown in Exhibit A of each Resolution for FAT and FCH. EXECUTIVE SUMMARY The purpose of Government Code section 54221(f)(1) is to provide certain limited exemptions to public entities disposing of public property from the affordable housing notices required by SLA, as amended by AB 1486 and AB 1255. One such exemption is Government Code section 54221(f)(1) (G), “Surplus land that is subject to valid legal restrictions that are not imposed by the local agency and that would make housing prohibited, unless there is a feasible method to satisfactorily mitigate or avoid the prohibition on the site. An existing nonresidential land use designation on the surplus land is not a legal restriction that would make housing prohibited for purposes of this subparagraph. Nothing in this article limits a local jurisdiction’s authority or discretion to approve land use, zoning, or entitlement decisions in connection with the surplus land.” The Airports Department has been working with the California Department of Housing and Community Development (HCD) with regards to exempting properties owned by the Department as exempt from the SLA requirements as they are subject to the Federal Aviation Administrations (FAA) Grant Assurances, in which the Department is required to follow because federal funding has been provided to both airports for improvements to the locations. If the Department fails to follow the Grant Assurances, the City would be required to pay back all federal funding received at both airports, which would equal hundreds of millions of dollars. Additionally, the parcels subject to these City of Fresno Printed on 4/21/2023Page 1 of 2 powered by Legistar™ 04/27/2023 MA/AP 6-0 MK ABSENT R. 2023-113, R. 2023-114 APPROVED ON CONSENT File #:ID 23-524 Agenda Date:4/27/2023 Agenda #: 1.-A. airports,which would equal hundreds of millions of dollars.Additionally,the parcels subject to these Resolutions fall within the perimeter fence and impact airfield operations at both FAT and FCH.HCD agrees with the Airports Department (Department)that in this case,the parcel numbers listed in Exhibit A of each Resolution for FAT and FCH qualify as exempt disposition subject to the approval by the City of the attached Resolutions declaring the Public Property as exempt for leasing purposes only, in accordance with Government Code section 54231(f)(1)(G). BACKGROUND The SLA governs the disposition of surplus lands and requires local agencies,in California,to follow certain disposition procedures to provide opportunities for certain uses,including affordable housing development,on any land a local agency may sell or lease.Effective January 1,2020,Assembly Bill (AB)Nos.1486 and 1255 amended the SLA to require a local agency to declare land as either “surplus”or “exempt surplus”by an action of its legislative body,supported by written findings, before it may take any action to dispose of the property. (Gov't. Code §54221(b)(1).) The parcels listed in the Resolutions either fall within the perimeter fence line of both FAT and FCH; or just outside the perimeter fence,which are dedicated for the sole purpose of safe operations by aircraft and airport operating space.These resolutions allow the parcel numbers listed in Exhibit A of each Resolution for FAT and FCH to be considered exempt for leasing purposes only from SLA requirements and do not require the City to go back to HCD for approval for the purpose of leasing these properties. ENVIRONMENTAL FINDINGS This is not a "project" for the purpose of CEQA pursuant to CEQA Guidelines Section 15378. FISCAL IMPACT There is no impact to the General Fund or to the ratepayers of the City of Fresno from this action. Attachments: -Resolution FAT Airport Leases - Exempt Surplus Land -Resolution FCH Airport Leases - Exempt Surplus Land City of Fresno Printed on 4/21/2023Page 2 of 2 powered by Legistar™ RESOLUTION NO. ----- A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA TO DECLARE A PORTION OF THE FRESNO YOSEMITE INTERNATIONAL AIRPORT OWNED BY THE CITY TO BE EXEMPT SURPLUS LAND FOR LEASING PURPOSES ONLY WHEREAS, the City of Fresno (City) currently owns and operates the Fresno Yosemite International Airport (Airport), and specifically, the parcel numbers (494-020- X1, 494-020-01T, 494-020-02T, 494-020-04T, 494-020-05T, 494-020-09T, 494-020-11T, 494-020-13T, 494-020-15T, 494-020-15T, 494-020-1 ST, 494-020-19T, 494-020-21 T, 494-020-22T, 494-020-23T, 494-020-24T, 494-020-26ST, 494-020-28T, 494-020-29T, 494-020-31T, 494-020-32T, 494-030-37ST, 494-030-38ST, 494-060-43T, 494-060-45T, 494-060-50T, 494-060-51T, 494-071-73T, 494-071-76T and 494-071-?ST (collectively, Airfield Parcels), which are within the fenced area of the Airport more particularly described in the maps attached hereto as Exhibit A (Airport Property); and WHEREAS, the City frequently enters into leases of the Airfield Parcels to third parties for the necessary operation airport facilities and as such must grant certain privileges, uses, rights, and interests at Airport to various lessees, including for hangars, restaurants, airline offices, car rental property, etc.; and WHEREAS, leases of airport facilities do not fall under the definition of Surplus Land because the properties are necessary for the agency's use and ongoing airport operations and the City has no intention of selling parcels; and WHEREAS, Lessees frequently wish to enter into leases which require development or demotion of certain buildings and/or capital improvements such and Date Adopted: Date Approved: Effective Date: f>...M. 1 .., City Attorney Approval: tJnM_. 1 of 6 Resolution No . ---- hangars and facilities in order to engage in necessary airport operations, but which should not fall under the definition of Surplus Land as defined by Government Code Section 54220, et. seq.; and WHEREAS, the Surplus Land Act (California Government Code sections 54220 through 54236) is generally intended to make a local agency's surplus land (i.e., land not needed for the agency's use) available for potential acquisition by affordable housing sponsors for affordable housing purposes or by other local public entities; and WHEREAS, California Government Code section 54221 (b) and the April 2021 Surplus Land Act Guidelines (SLA Guidelines) published by the California Department of Housing and Community Development (HCD) require that prior to taking any action to dispose of land that is subject to the Surplus Land Act, the City Council must, at a public meeting, declare the land either surplus land or exempt surplus land, as each are defined in California Government Code section 54221; and WHEREAS, if the Council declares land exempt surplus land, such declaration must be supported by written findings, which must be forwarded to HCD for its review at least thirty days before the City's disposition of the land in accordance with Section 400(e) of the SLA Guidelines; and WHEREAS, California Government Code section 54221 (f)(1) sets forth various categories of exempt surplus land that are not required to be made available for potential acquisition by affordable housing sponsors or other local public entities; and WHEREAS, the City's interest in the Airfield Parcels is exempt surplus land pursuant to California Government Code section 54221 (f)(1 )(G) because the Airfield Parcel is subject to valid legal restrictions not imposed by the City, including Federal Grant 2 of 6 Assurances imposed by the Federal Aviation Administration (FAA) pursuant to Section 47107 of Title 49 of the United States Code, prohibiting the City from allowing housing to be developed on the Airfield Parcel, and those legal restrictions cannot be satisfactorily mitigated or avoided; and WHEREAS, the City is subject to the Federal Grant Assurances because the Airfield Parcels is within the airport boundary line of the Airport, the Airfield Parcel is shown on the City's FAA-approved Airport Layout Plan, and the City, as an Airport sponsor, has accepted numerous Airport Improvement Program Grants as part of operating, maintaining, and developing the Airport over the last several decades; and WHEREAS, the City is required to seek FM approval of any disposition of the Airfield Parcel, which approval will be conditioned upon the future use of the Airfield Parcel being compatible with the operations and purposes of the Airport; and WHEREAS, any lease or sale of the City's interest in the Airfield Parcel for the development of housing may deprive the City of its rights and powers to direct and control Airport development, including preventing the City from ensuring that the Airfield Parcel is only used for purposes that are compatible with the Airport operations, maintenance and development, and would result in a use that is not shown on the City's FM-approved airport layout plan, in violation of Federal Grant Assurances 5, 19, 21, and 29; and WHEREAS, the FM Compliance Manual, Order 5190.68, establishes the policies and procedures that FM personnel must follow in carrying out the FM's responsibilities for ensuring an airport sponsor's compliance with federal law, including the Federal Grant Assurances, and sets forth the general rule that residential use on or near airport property is incompatible because of noise, and in some cases, safety; and 3 of 6 WHEREAS, Chapter 20 of Order 5190.68 generally provides that (i) residential use conflicts with Federal Grant Assurances 5, 19, and 21; (ii) airport sponsors must have rules and regulations to control or prevent residential use; (iii) airport sponsors are expected to oppose residential development affecting airport operations; and (iv) airport sponsors are obligated not to make or permit any change or alteration in the airport or its facilities that does not comply with the airport layout plan; and WHEREAS, City has received numerous Airport Improvement Program Grants, including FAA Airport Improvement Grant Agreement Number 3-06-0087-094-2022, as part of operating, maintaining and developing the Airport and the Airfield Parcels; and WHEREAS, the FAA Airport Improvement Program Grants, including FAA Airport Grant Agreement Number 3-06-0087-094-2022, requires the City to comply with the Federal Grant Assurances, which generally prohibit residential uses of the Airfield Parcels; and WHEREAS, there is no feasible way for the City to satisfactorily mitigate or avoid its obligations under the Federal Grant Assurances to allow development of housing on the Property as a part of a lease of the City's interest; and WHEREAS, representatives of the City and HCD discussed this matter, and HCD sent an email to the City on December 13, 2022, confirming that the City's interest in the Property qualifies as exempt surplus land pursuant to California Government Code section 5422I(f)(1 )(G) and/or does not meet the definition of Surplus Land as the property continues to be necessary for the agency's ongoing use and airport operations so long as the City retains ownership of the Airfield Parcel. 4 of 6 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. The above recitals are true and correct and are substrative part of this Resolution. 2. That the Airfield Parcel is exempt surplus land pursuant to California Government Code section 5422I(f)(1 )(G), as it is subject to FM Airport Improvement Program Grants, including FM Airport Grant Agreement Number 3-06-0087-094-2022, which generally prohibit residential use of the Airfield Parcels and/or the Airfield Parcel does not meet the definition of surplus land as the property continues to be necessary for the agency's ongoing use and airport operations and therefore is not required to comply with the provisions of Surplus Land Act (Gov. Code Section 54220, et. seq.) so long as the City retains ownership of the Airfield Parcel. 3. This resolution shall be effective upon final approval. 5 of 6 STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss . CITY OF FRESNO ) * * * * * * * * * * * * * * I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the ____ day of _______ 2023 . AYES NOES ABSENT ABSTAIN : Mayor Approval: _______________ , 2023 Mayor Approval/No Return : , 2023 Mayor Veto : , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk By: ___________ _ APPROVED AS TO FORM: ANDREW JANZ City Attorney By: __________ _ Angela M. Karst Deputy City Attorney Date Deputy Attachment: Exhibit A -Airport Property Description & Maps 6 of 6 Date EXHIBIT “A” FRESNO YOSEMITE INTERNATIONAL AIRPORTSURPLUS LAND ACT EXEMPTIONAERIAL EXHIBIT - CNEL CONTOURSEXEMPT PROPERTIESPROPERTY/PARCEL NUMBERLEGEND CNEL 60 CNEL 65 CNEL 70 CNEL 7512345678910111213141516171819202122232425262728293031UPDATED: 11/22/2022 FRESNO YOSEMITE INTERNATIONAL AIRPORTSURPLUS LAND ACT EXEMPTIONAERIAL EXHIBIT - SAFETY ZONESEXEMPT PROPERTIESPROPERTY/PARCEL NUMBERLEGENDFAT RunwayZone 1 - Runway Protection ZoneZone 2 - Inner Approach Departure ZoneZone 3 - Inner Turning ZoneZone 4 - Outer Approach Departure ZoneZone 5 - Sideline ZoneZone 6 - Traffic Pattern Zone12345678910111213141516171819202122232425262728293031UPDATED: 11/22/2022 RESOLUTION NO . ____ _ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA TO DECLARE A PORTION OF THE CHANDLER EXECUTIVE AIRPORT (APNs 464-220-43T AND 464-030-28T) OWNED BY THE CITY TO BE EXEMPT SURPLUS LAND FOR LEASING PURPOSES ONLY WHEREAS, the City of Fresno (City) currently owns and operates the Chandler Executive Airport (Airport), and specifically, the parcel numbers 464-220-43T and 464- 030-28T (collectively, Airfield Parcels), which are within the fenced area of the Airport more particularly described in the maps attached hereto as Exhibit A (Airport Property); and WHEREAS, the City frequently enters into leases of the Airfield Parcels to third parties for the necessary operation airport facilities and as such must grant certain privileges, uses, rights, and interests at Airport to various lessees, including for hangars, restaurants, airline offices, car rental property, etc.; and WHEREAS, leases of airport facilities do not fall under the definition of Surplus Land because the properties are necessary for the agency's use and ongoing airport operations and the City has no intention of selling parcels; and WHEREAS, Lessees frequently wish to enter into leases which require development or demotion of certain buildings and/or capital improvements such and hangars and facilities in order to engage in necessary airport operations, but which should not fall under the definition of Surplus Land as defined by Government Code Section 54220, et. seq.; and 1 of 6 Date Adopted: Date Approved: ~ Effective Date: City Attorney Approval: ____;;_---== Resolution No . ---- WHEREAS, the Surplus Land Act (California Government Code sections 54220 through 54236) is generally intended to make a local agency's surplus land (i.e., land not needed for the agency's use) available for potential acquisition by affordable housing sponsors for affordable housing purposes or by other local public entities; and WHEREAS, California Government Code section 54221(b) and the April 2021 Surplus Land Act Guidelines (SLA Guidelines) published by the California Department of Housing and Community Development (HCD) require that prior to taking any action to dispose of land that is subject to the Surplus Land Act, the City Council must, at a public meeting, declare the land either surplus land or exempt surplus land, as each are defined in California Government Code section 54221; and WHEREAS, if the Council declares land exempt surplus land, such declaration must be supported by written findings, which must be forwarded to HCD for its review at least thirty days before the City's disposition of the land in accordance with Section 400( e) of the SLA Guidelines; and WHEREAS, California Government Code section 54221 (f)(1) sets forth various categories of exempt surplus land that are not required to be made available for potential acquisition by affordable housing sponsors or other local public entities; and WHEREAS, the City's interest in the Property is exempt surplus land pursuant to California Government Code section 54221 (f)(1 )(G) because the Airfield Parcels is subject to valid legal restrictions not imposed by the City, including Federal Grant Assurances imposed by the Federal Aviation Administration (FAA) pursuant to Section 4 7107 of Title 49 of the United States Code, prohibiting the City from allowing housing to 2 of 6 be developed on the Airfield Parcels, and those legal restrictions cannot be satisfactorily mitigated or avoided; and WHEREAS, the City is subject to the Federal Grant Assurances because the Airfield Parcels is within the airport boundary line of the Airport, the Property is shown on the City's FAA-approved Airport Layout Plan, and the City, as an Airport sponsor, has accepted numerous Airport Improvement Program Grants as part of operating, maintaining, and developing the Airport over the last several decades; and WHEREAS, the City is required to seek FAA approval of any disposition of the Property, which approval will be conditioned upon the future use of the Airfield Parcels being compatible with the operations and purposes of the Airport; and WHEREAS, any lease or sale of the City's interest in the Airfield Parcels for the development of housing may deprive the City of its rights and powers to direct and control Airport development, including preventing the City from ensuring that the Airfield Parcels is only used for purposes that are compatible with the Airport operations, maintenance and development, and would result in a use that is not shown on the City's FAA-approved airport layout plan, in violation of Federal Grant Assurances 5, 19, 21, and 29; and WHEREAS, the FAA Compliance Manual, Order 5190.68, establishes the policies and procedures that FAA personnel must follow in carrying out the FAA's responsibilities for ensuring an airport sponsor's compliance with federal law, including the Federal Grant Assurances, and sets forth the general rule that residential use on or near airport property is incompatible because of noise, and in some cases, safety; and WHEREAS, City has received numerous FAA Airport Improvement Program Grants, including FAA Airport Improvement Program Grant Agreement Number 3-06- 3 of 6 0088-028-2022, as part of operating, maintaining and developing the Airport and the Airfield Parcels; and WHEREAS, the FAA Airport Improvement Program Grants, including FAA Airport Improvement including Grant Agreement Number 3-06-0088-028-2022, requires the City to comply with the Federal Grant Assurances, which generally prohibit residential uses of the Airfield Parcels; and WHEREAS, Chapter 20 of Order 5190.68 generally provides that (i) residential use conflicts with Federal Grant Assurances 5, 19, and 21; (ii) airport sponsors must have rules and regulations to control or prevent residential use; (iii) airport sponsors are expected to oppose residential development affecting airport operations; and (iv) airport sponsors are obligated not to make or permit any change or alteration in the airport or its facilities that does not comply with the airport layout plan; and WHEREAS, there is no feasible way for the City to satisfactorily mitigate or avoid its obligations under the Federal Grant Assurances to allow development of housing on the Property as a part of a lease of the City's interest; and WHEREAS, representatives of the City and HCD discussed this matter, and HCD sent an email to the City on December 13, 2022, confirming that the City's interest in the Property qualifies as exempt surplus land pursuant to California Government Code section 5422I(f)(1 )(G) and/or does not meet the definition of Surplus Land as the property continues to be necessary for the agency's ongoing use and airport operations so long as the City retains ownership of the Airfield Parcels. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 4 of 6 1. The above recitals are true and correct and are substrative part of this Resolution. 2. That the Property is exempt surplus land pursuant to California Government Code section 5422I(f)(1 )(G), as it is subject to FAA Airport Improvement Program Grants, including FAA Airport Grant Agreement Number 3-06-0087-094-2022, which generally prohibit residential uses of the Airfield Parcels and/or the Airfield Parcels does not meet the definition of surplus land as the property continues to be necessary for the agency's ongoing use and airport operations and therefore is not required to· comply with the provisions of Surplus Land Act (Gov. Code Section 54220, et. seq.) so long as the City retains ownership of the Airfield Parcels. 3. This resolution shall be effective upon final approval. 5 of 6 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the ____ day of _______ 2023. AYES NOES ABSENT ABSTAIN : Mayor Approval: _______________ , 2023 Mayor Approval/No Return: , 2023 Mayor Veto : , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk By: ___________ _ APPROVED AS TO FORM : ANDREW JANZ City Attorney By: ___________ _ Angela M. Karst Deputy City Attorney Date Deputy Attachment: Exhibit A -Airport Property Description & Maps 6 of 6 Date EXHIBIT “A” FRESNO CHANDLER EXECUTIVE AIRPORTSURPLUS LAND ACT EXEMPTIONAERIAL EXHIBIT - CNEL CONTOURSEXEMPT PROPERTIESPROPERTY/PARCEL NUMBERLEGEND CNEL 60 CNEL 65123456789131415161720212218191011121.APN(s): 46422043T2.APN(s): 46422043T3.APN(s): 46422043T4.APN(s): 46422043T5.APN(s): 46422043T6.APN(s): 46422043T7.APN(s): 46422043T8.APN(s): 46422043T9.APN(s): 46422043T10.APN(s): 46422043T11.APN(s): 46422043T12.APN(s): 46422043T13.APN(s): 46422043T14.APN(s): 46422043T15.APN(s): 46422043T16.APN(s): 46422043T17.APN(s): 46403028T, 46422043T18.APN(s): 46403028T, 46422043T19.APN(s): 46403028T20.APN(s): 46403028T21.APN(s): 46403028T22.APN(s): 46403028T23.APN(s): 46403028T, 46422043T23 FRESNO CHANDLER EXECUTIVE AIRPORTSURPLUS LAND ACT EXEMPTIONAERIAL EXHIBIT - SAFETY ZONESEXEMPT PROPERTIESPROPERTY/PARCEL NUMBERLEGENDFAT RunwayZone 1 - Runway Protection ZoneZone 2 - Inner Approach Departure ZoneZone 3 - Inner Turning ZoneZone 4 - Outer Approach Departure ZoneZone 5 - Sideline ZoneZone 6 - Traffic Pattern Zone123456789131415161720212218191011121.APN(s): 46422043T2.APN(s): 46422043T3.APN(s): 46422043T4.APN(s): 46422043T5.APN(s): 46422043T6.APN(s): 46422043T7.APN(s): 46422043T8.APN(s): 46422043T9.APN(s): 46422043T10.APN(s): 46422043T11.APN(s): 46422043T12.APN(s): 46422043T13.APN(s): 46422043T14.APN(s): 46422043T15.APN(s): 46422043T16.APN(s): 46422043T17.APN(s): 46403028T, 46422043T18.APN(s): 46403028T, 46422043T19.APN(s): 46403028T20.APN(s): 46403028T21.APN(s): 46403028T22.APN(s): 46403028T23.APN(s): 46403028T, 46422043T23 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-636 Agenda Date:4/27/2023 Agenda #: 1.-B. REPORT TO THE CITY COUNCIL FROM:HENRY THOMPSON, Director of Aviation Airports Department BY:MELISSA GARZA-PERRY, Airports Properties Manager Airports Department SUBJECT Actions related to Bid File 12300507 soliciting proposals to manage and operate Food & Beverage Concessions and News & Convenience Concessions at Fresno Yosemite International Airport (FAT). (Council District 4) 1. Award a fifteen-year term Agreement to SSP America, Inc. dba SSP America FAT, LLC, for Food & Beverage Concessions (F&B) at Fresno Yosemite International Airport (FAT) and authorize the Director of Aviation (Director) to execute the contractual document(s) (Bid File 12300507) (District 4); and 2. Award a fifteen-year term Agreement to Hudson Group Retail, LLC, dba HG Fresno Concessionaires JV, for News & Convenience Concessions (N&C) at Fresno Yosemite International Airport (FAT) and authorize the Director of Aviation (Director) to execute the documents (Bid File 12300507) (District 4). The potential revenue of both contracts is $1,295,045 annually. Total anticipated revenue during the full term of both contracts is approximately $19,425,673. RECOMMENDATION Staff recommends that City Council (Council) award a fifteen-year term Agreement to SSP America, Inc. dba SSP America FAT, LLC, (SSP) for Food & Beverage Concessions. Staff also recommends that Council award a fifteen-year term Agreement to Hudson Group Retail, LLC, dba HG Fresno Concessionaires JV (Hudson), for News & Convenience Concessions at FAT; and authorize the Director of Aviation to execute all documents related to bid file 12300507. EXECUTIVE SUMMARY The City of Fresno, Airports Department (Airports Department), solicited proposals through the Request for Proposals (RFP) competitive bid process for both Food & Beverage (F&B) and News & Convenience (N&C) concessions at FAT’s terminal. The current concessions program at FAT have been in place for more than 20 years. Since the introduction of the current program, passenger traffic has grown exponentially (three times). The current programs reached their terms’ end dates on December 31, 2022. Consequently, the Department felt this would be a great time to introduce a City of Fresno Printed on 4/21/2023Page 1 of 4 powered by Legistar™ 04-27-2023 TM/MA 7-0 File #:ID 23-636 Agenda Date:4/27/2023 Agenda #: 1.-B. new, locally inspired, concessions program. There are two individual Agreements being requested for approval F&B and N&C.Each will have a term of fifteen years.The current rates are $40.00 per square foot.(annually)for usable concession space,and $20.00 per square foot (annually)for support,office,and storage spaces.In addition, these proposed rates will also be subject to annual Consumer Price Index (CPI)adjustments,which are not to exceed 5.00%annually.The Department is also proposing a 10.00%fee for all gross revenue earned by each concessionaire.The Evaluation Committee reviewed all proposals, conducted interviews with the bidders,and determined the best fit for FAT’s terminal based on each proposer’s bid. The Evaluation Committee (Committee)was comprised of the following individuals:Melissa Garza- Perry,Airports Properties Manager;Michael Vasquez,Airports Properties Supervisor;Marcos Ayala, Airports Properties Specialist II;Nicholas Conley,Airports Properties Specialist II;Richard Madrigal, Airports Projects Supervisor;Sevan Ghazarians,Supervising Airports Operations Officer,Angela Hourigan,Manager,Properties &Commercial Development at Sacramento County Department of Airports and Roxann Favors,Assistant Aviation Director/Chief Revenue Officer at Phoenix Sky Harbor International Airport. Through a comprehensive review and interview process,guided by the Purchasing Division,the Committee determined that SSP presents the best proposal for F&B Concessions and Hudson presents the best proposal for N&C Concessions at FAT. SSP met the goals and criteria set forth in this RFP that is needed to implement a new F&B concessions program that is “top tier”for FAT passengers.SSP proposes well-known,local food programs that will provide FAT’s passengers with healthy and diverse dining options throughout the day and night. Hudson met the goals and criteria set forth in this RFP that is needed to implement a new N&C concessions program that is also “top tier”for FAT passengers.Hudson proposes nationally and locally recognized products that will provide FAT’s passengers with reputable brands related to news, convenience, retail, gift, and travel essentials. The current F&B and N&C contracts ended on December 31,2022.Since that time those contracts have remained in holdover until this RFP’s completion.Please be advised that current concessionaires who did not propose or were not chosen as part of this RFP have agreed to work together with the successful bidder(s)to prevent any disruption of service to FAT’s passengers.As the RFP process prohibits the Airports Department’s staff from communicating with any proposers prior to any award(s)being made (except for the RFP interview sessions that were conducted by the Committee),it is the Airports Department’s intention to return to Council for the approval of the final concession agreements.Those agreements will include two phases (1)concepts for the existing concession program and (2)concepts for the expansion concession program (which the successful proposer(s)have the right of first refusal to develop the future locations once the terminal expansion is completed).This phased approach will provide the opportunity to share with Council proposed final concepts. BACKGROUND City of Fresno Printed on 4/21/2023Page 2 of 4 powered by Legistar™ File #:ID 23-636 Agenda Date:4/27/2023 Agenda #: 1.-B. This RFP for new concessions was released on October 5,2022.It was distributed via Planet Bids as handled by the City of Fresno’s Purchasing Division (Purchasing).This RFP was also posted on FAT’s website,in the Business Journal,sent to all local Chambers of Commerce,and published with national airport/aviation pages such as AAAE, ACI-NA; AMAC, SWAAAE, and AXN. The goal of this RFP was to solicit proposals to provide “top tier”concessions (F&B and N&C) experience to FAT’s passengers,employees,and public who use the facilities for commercial and general aviation flights.The goal also included bringing local restaurants and vendors into the terminal building that represents the Central Valley’s diversity. Prior to issuing this RFP,the Airports Department presented a workshop to the Council on March 24, 2022,consisting of the vision for the program and the planned outreach process for local concessionaires and vendors.At that time,Council provided feedback and conveyed they wanted the concession programs to represent local restaurants and vendors in the area.The Airports Department took this feedback into consideration and incorporated everything into its outreach approach.With that direction,the Department worked extensively with Unison Consulting to create a Community Outreach Program and an RFP that focused on the products and services offered here in the Central Valley.Six (6)Community Outreach sessions were offered,which consisted of three (3)in -person and three (3)virtual sessions,to help educate the local community regarding the processes and requirements of operating at a commercial airport,such as FAT.The aim of these sessions was to allow for maximum community participation. The RFP for F&B and N&C concessions was released on October 5,2022,and was publicly posted on Planet Bids,through the numerous Chambers of Commerce (i.e.,Hispanic,Metro,etc.)serving Fresno County,and nationally through American Association of Airport Executives (AAAE),Airport Minority Advisory Council (AMAC),Airport Experience News (AXN),Airports Council International (ACI-NA),and Southwest Chapter of American Association of Airport Executives (SWAAAE). Proposals were originally due on January 3,2023,but were extended to January 17,2023,and where they were revealed in a public bid opening.Responsive and responsible proposals were received from three (3)bidders:SSP America,LLC (SSP),for Food &Beverage Concessions only, Hudson Group Retail,LLC,for a combined Food &Beverage and News &Convenience Concessions, and Hudson Group Retail, LLC (Hudson), for News & Convenience Concessions only. An in-person on-site Pre-Bid meeting was held on November 15,2022,that included a walkthrough of the terminal building to show the available concessions locations.The following proposals were received by the deadline: 1.SSP America - Food & Beverage Concessions Only 2.Hudson Group - Food & Beverage and News & Convenience Concessions 3.Hudson Group - News & Convenience Concessions Only Interviews were conducted with all the bidders by the Evaluation Committee.Based on the criteria of this RFP and the bids/proposals submitted,it was determined by the Evaluation Committee that SSP America is the best fit for F&B Concessions at FAT’s terminal,and that Hudson Group is the best fit for N&C Concessions at FAT’s terminal. A proposed agreement was included as part of this RFP.The Airports Department would like to move City of Fresno Printed on 4/21/2023Page 3 of 4 powered by Legistar™ File #:ID 23-636 Agenda Date:4/27/2023 Agenda #: 1.-B. A proposed agreement was included as part of this RFP.The Airports Department would like to move forward to award the two separate Agreements,as stated above.The current existing locations within the terminal will be incorporated as presented with some slight changes to their layout and design to allow for best and most efficient use to these spaces.Additional spaces that will later be incorporated into the new proposed concessions program as a part of the terminal expansion project and will be determined by the Airports Department and the two successful bidders. The City Attorney’s Office has reviewed and approved both proposed Concessions Agreements as to form. ENVIRONMENTAL FINDINGS This is not a "project" for the purpose of CEQA pursuant to CEQA Guidelines Section 15378. LOCAL PREFERENCE Local preference is not applicable to this Project pursuant to Fresno Municipal Code 4-109(b). FISCAL IMPACT The F&B and N&C Concessions Agreements will provide for monthly rental revenue in the form of space rental per square footage,office space and support/storage space in the form of rental per square footage,and 10%of gross revenue at each of the terminal concession locations.All revenue will be deposited into the Airports Enterprise Fund and will contribute to the operation and maintenance of FAT.There is no impact to the General Fund or ratepayers of the City of Fresno from this item. Attachments: -Community Outreach Program -Bid Evaluation and Report from Evaluation Committee (12300507) -Proposed Concessions Agreements City of Fresno Printed on 4/21/2023Page 4 of 4 powered by Legistar™ Follow along with the presentation by scanning the QR Code 1 2022 Concessions Program Outreach Session 1 Food & Beverage and Retail In Person: Monday, April 25, 2022 Tuesday, April 26, 2022 Virtual: Monday, May 2, 2022 Tuesday, May 3, 2022 Wednesday, May 4, 2022 Program Agenda Part I –Airport, Market & Concessions Program Overview •Airport & Market Overview •Passenger Demographics •Concessions Program Information Part II –Doing Business at the Airport •Airport vs. Street: Business and Operational Differences •Airport Concession Disadvantaged Business Enterprise (ACDBE Program) Part III –Upcoming Schedule •Notable Dates (subject to change) Part IV –Question & Answer •Question & Answer 3 Part I Airport, Market & Concessions Program Overview 4 Airport Vision Statement Be an exemplary regional transportation hub that provides access to the world Airport Mission Statement Provide safe, sustainable, and secure facilities that meet the transportation needs of Central California while enabling regional economic growth and providing excellent service 5 •FAT offers direct flights to 16 airports including five international mega-hubs (ORD, SFO, LAX, DFW, SEA) •Closest commercial service airport to three national parks •Nearest major commercial airports are several hours away in driving time •“FATforward” multi-year airport expansion launched in 2020 including: •New four-level parking garage •New Terminal Wing •Expanded TSA Security Checkpoint •New International Arrivals Area Airport & Market Overview 6 •FAT draws most of its passengers from the Central Valley’s six county area that includes Fresno, Madera, Mariposa, Merced, Kings, and Tulare counties •The Central Valley’s six county area has a population of over 2 million •From 2000 to 2020, the Central Valley’s population grew by 26% Airport & Market Overview Passenger Area of Residence 7 Source: Fresno International Airport 2019 Concessions Preference Survey Airport & Market Overview •The Central Valley six-county area produced nearly $90 billion in gross domestic product (GDP) in 2018 --greater than the GDP of 13 states •The six-county area outpaces the nation in overall economic growth •From 2001 to 2019, the six-county area’s combined real GDP grew 67% (2.9% annually), while the U.S. real GDP grew only 44% (2% annually) 8 Source: U.S. Census Bureau Airport & Market Overview Historical Enplanement Trends •From 2000 through 2019, total enplanements grew at an average of 3.5% annually •The last 10 years show a high average annual growth rate of 6.1%, largely due to new international service to Mexico •Enplanements grew 15% in 2018 and 12% in 2019, reaching 985K in ‘19 •In 2020, enplanements decreased by nearly 50% due to the COVID-19 pandemic Economic Recession & Terrorist Attacks COVID-19 & Economic Recession Great Recession 0 200 400 600 800 1,000 1,200 200020012002200320042005200620072008200920102011201220132014201520162017201820192020Enplanements in ThousandsCalendar Year FAT Annual Enplanements Domestic International -60% -50% -40% -30% -20% -10% 0% 10% 20%200020012002200320042005200620072008200920102011201220132014201520162017201820192020Calendar Year Annual Change Sources: FAT records for actual EP for 2016-2019; BTS T-100 for 2003-2015; and FAA ACAIS for 2000-2002. 9 Airport & Market Overview COVID-19 Enplanement Recovery •Enplanements at FAT bottomed out at -93% to 2019 levels in April 2020 •Enplanement levels have recovered rapidly, surpassing 2019 levels starting in May 2021 •Monthly enplanements remained at or above 2019 levels throughout the second half of 2021 Source: FAT records for actual EP for 2019-2021 10 Airport & Market Overview COVID-19 Enplanement Recovery •Enplanement recovery at FAT has significantly outperformed recovery compared to all US Airports Sources: FAT records for actual EP for 2020-2021; Transportation Security Administration website for US Airport passenger throughput data (www.tsa.gov/coronavirus/passenger-throughput) 11 Airport & Market Overview FAT Enplanement Forecast •Annual enplanements, which decreased nearly 50% to ~496,000 in 2020, are projected to surpass 2019 levels in 2022, and reach over 1.4 million (nearly 50% above 2019 levels) by 2032 •The forecast average annual growth rate from 2020 to 2032 is 11.5% 12 Passenger Data & Current Concessions Program Overview 13 Passenger Demographics •The FAT passenger is primarily traveling for leisure purposes, which has factored in the resiliency of the airport during the COVID-19 pandemic •Approximately half of FAT passengers are infrequent users of the airport (and infrequent fliers generally) How many times in the last 12 months did you fly… Trip Purpose 14 Source: Fresno International Airport 2019 Concessions Preference Survey •Over half of the Fresno passenger base consists of Millennial or Gen Z age customers •The vast majority (71%) of FAT passengers have between 1-2 hours of dwell time (waiting to board their flight) in the airport Passenger Demographics Age Range Dwell Time 15 Source: Fresno International Airport 2019 Concessions Preference Survey •Passengers were surveyed in 2019 to provide feedback on concessions preferences and purchasing behavior Passenger Preferences & Purchasing Behavior Did you make a purchase? RetailFood & Beverage 16 Source: Fresno International Airport 2019 Concessions Preference Survey Passenger Preferences & Purchasing Behavior Based on your travel situation today: From where would you most likely make a purchase at the airport? 17 Source: Fresno International Airport 2019 Concessions Preference Survey •Current concessions program consists of six units •Three (3) Food & Beverage units: •John Muir Tavern •Starbucks (2) •Approximately 3,300 Square Feet (SF) •Three (3) Travel Retail units: •Hudson News (3) •Approximately 3,100 SF Concessions Program Information 18 •Gross Sales grew at a Compound Annual Growth Rate (CAGR) of 6.2% from 2016 -2019 •Gross Sales (92%) and Sales Per Enplanement (94%) have recovered to near pre-pandemic (2019) levels $4.17 $4.39 $4.88 $5.20 $1.62 $3.80 $2.33 $2.31 $2.57 $3.09 $1.77 $3.85 2016 2017 2018 2019 2020 2021 Gross Sales by Category (in millions)* Food & Beverage Retail Concessions Program Information $5.42 $5.74 $5.55 $5.27 $3.24 $3.90 $3.04 $3.02 $2.92 $3.13 $3.56 $3.96 2016 2017 2018 2019 2020 2021 Sales Per Enplanement by Category* Food & Beverage Retail 19 $7.65 $7.86$8.40$8.29 * Food & Beverage sales in 2021 were impacted by the closing of one unit and reduced operating hours Part II Doing Business At The Airport 20 Airport vs. Street: Business & Operational Differences •The Airport is open 365 days per year •Passenger traffic varies throughout the day, the year, and within various areas of the facility •Passengers are here to travel rather than shop or eat •Concessions must operate at least 22- 24 hours per day, with no exceptions •Deliveries must be scheduled and screened •Employees must be badged 21 •Typical business terms: 7 to 10 Years of agreement length based on Category •Generally, rent at the Airport is greater than typical street rent: •Percentage of Gross Sales •Annual Adjustments •Security Deposit equal to 3 Months of rent •Required Mid-Term Refurbishment •Street Pricing Requirements Airport vs. Street: Business & Operational Differences 22 Airport vs. Street: Business & Operational Differences •Terminals have periods of intense activity followed by periods of relative calm •Concessionaires must be equipped to handle demand during the peaks •Achieve a large percentage of sales during peaks •Significant impacts on staffing levels and inventory management 23 Source: Fresno International Airport; OAG Data •Extended hours of operations to accommodate flight delays and flight cancellations •The airport is not only affected by local weather but also by weather in other parts of the country •Existing and future security requirements •May impact operating costs •Comply with required service and operational performance standards •Comply with all specifications outlined in Tenant Handbook Airport vs. Street: Business & Operational Differences 24 •Typically, concessions spaces in Airports are smaller than the same use would occupy on the street •Building concession units in an airport environment requires high capital investment •Average Build Out Costs per Square Foot •Food Service: $1000+ •Retail: $600+ Airport vs. Street: Business & Operational Differences 25 Airport vs. Street: Business & Operational Differences Security Requirements •All employees working in a secure area must be badged •10-year background check •FBI fingerprint check •2 to 6 weeks to conduct background check and issue badge •Replacing a sick, terminated employee may require extra staffing and time •Employee turnover can be expensive and frequent 26 Airport vs. Street: Business & Operational Differences •Operating and Maintenance expenses can be typically 20% to 30% higher than comparable non-airport locations •Employee Badging and Parking •Marketing Fees •Receiving and Distribution •Storage Space and Office Rental •Utilities & Common Maintenance Fees •Janitorial, Trash, and Grease Maintenance •Insurance Requirements •Business Licenses 27 Airport vs. Street: Business & Operational Differences Options for Participating: Solo, Join a Team or Form a Team •If you believe you have the right concept for the Airport, there are several ways to submit a proposal •If you have the financial capacity to build and operate, you can submit directly •If you believe that you need to partner up to achieve your goals, there are options: •Joint Venture –A partnership between two or more companies to form a new entity that can deliver the required results to the Airport •Typically, this is done between a Prime Operator and at least one ACDBE partner •Sublease -If there is a package of spaces available, you can partner with another company to agree to sub-lease one or more spaces from that company if they are the successful bidder 28 You’ve decided that you want to embrace the differences and challenges and open a location in the Airport! The rewards can be great! •High sales volumes •Greater realized profits at the end of the year •Exposure of your brand to hundreds of thousands of people annually •Ability to market your brand outside of your home market •“If you can make it here, you can make it anywhere” 29 Airport vs. Street: Business & Operational Differences Part II Airport Concessions Disadvantaged Business Enterprise (ACDBE) Program 30 Airport Concession Disadvantaged Business Enterprise (ACDBE) Program Airport Concessions Disadvantaged Business Enterprise U.S. Department of Transportation 49 CFR Part 23 •ACDBE program is regulated by U.S.Department of Transportation (USDOT) under Title 49 Code of Federal Regulations Part 23. •Create a level playing field on which ACDBEs can compete fairly for opportunities in concessions. •Ensure the ACDBE program is narrowly tailored in accordance with applicable law. •Help remove barriers to the participation of ACDBEs in opportunities for concessions at airports. •Ensure that only firms that fully meet eligibility standards are permitted to participate as ACDBEs. 31 Airport Concession Disadvantaged Business Enterprise (ACDBE) Program To be eligible for ACDBE certification, as defined in USDOT 49 CFR Part 23: •Must be at least 51% owned and controlled by one or more socially and economically disadvantaged individual –owner(s) must control the firm’s management and daily operations. •Must be a U.S. citizen and legally considered to be a disadvantaged minority as defined by the SBA, i.e., African American, Hispanic American, Native American, Asian-Pacific American, Subcontinent Asian American, or Woman. •Personal Net Worth (PNW) cannot exceed $1,320,000,excluding the equity in the primary residence and business. •Gross receipts cannot exceed $ 56,420,000 averaged over 3 years. 32 Presumed “Socially Disadvantaged Individuals”: •Black Americans •Hispanic Americans •Native Americans/Alaska Natives •Asian-Pacific Americans •Subcontinent Asian Americans •Women •Any other group classified as disadvantaged by the SBA in the future Airport Concession Disadvantaged Business Enterprise (ACDBE) Program 33 Airport Concession Disadvantaged Business Enterprise (ACDBE) Program 34 ACDBE Participation Goal •13% of total concessions gross receipts •ACDBE goals are calculated by the Airport and approved by the FAA •Goals are updated every three years Airport Concession Disadvantaged Business Enterprise (ACDBE) Program 35 •Out of state applicants must be certified in their state first before getting certified in California •All out-of-state applications must be filed and certified at the Sacramento location of the California Department of Transportation (CALTRANS) List of Unified Certification Program Agencies List of Unified Certification Program Agencies Airport Concession Disadvantaged Business Enterprise (ACDBE) Program 36 •First time applicants for DBE certification must complete and submit this certification application and related material to the certifying agency in your home state and participate in an on-site interview conducted by that agency. If you fail to submit the required documents, your application may be delayed and/or denied. Firms already certified as a DBE do not have to complete this form but may be asked by certifying agencies outside of your home state to provide a copy of your initial application form, supporting documents, and any other information you submitted to your home state to obtain certification or to any other state related to your certification. •The U.S Department of Transportation does not review DBE applications. If you have questions about where to send your DBE application package, please contact the state transportation agency in the state in which you want to apply for. Airport Concession Disadvantaged Business Enterprise (ACDBE) Program 37 Points of Consideration •Statewide ACDBE certification •UCP does not have a reciprocal certification with local agencies for ACDBE certification •Must be certified in “home state” before submitting ACDBE certification in California •Up to 90 days for staff review and processing of a new ACDBE application plus 60 days for out of state applications •If the 51% ownership is made up of 2 or more ACDBE owners, each owner must complete application page submit “ownership” page of application as well as financial documents, i.e. tax return and personal net worth Airport Concession Disadvantaged Business Enterprise (ACDBE) Program 38 Airport ACDBE Office Contact Information: Olustee Smith DBE/Small Business Coordinator Olustee.smith@fresno.gov 559-621-7036 DBE Uniform Certification Application (English) Airport Concession Disadvantaged Business Enterprise (ACDBE) Program 39 Part III Upcoming Schedule 40 •Outreach Event dates (April 25-26 and May 2-4 2022) •RFP/Solicitation Anticipated Release Date (June 2022) •Pre-Proposal Conference (July 2022) •Deadline for Questions (August 2022) •Proposal Due Date (September 2022) •Solicitation Review Process (September –October 2022) •Anticipated Selection/Award (November 2022) Notable Upcoming Dates (subject to change) 41 Part IV Question & Answer 42 Thank you! FlyFresno.com 43 EXHIBIT 1 DRAFT CONCESSION(S) AGREEMENT WORKING DRAFT CONCESSION AGREEMENT "[CLICK H ERE AND T YPE A GREEMENT N UMBER]" P ARTIES A ND A DDRESSES: C ITY OF F RESNO: Airports Department 4995 East Clinton Way Fresno, California 93727 Telephone: (559) 621-4500 Fax: (559) 251-4825 C ONCESSIONAIRE: "[Click Here and Type Concessionaire’s Name]" "[Click Here and Type Concessionaire’s Address]" "[Click Here and Type Concessionaire’s City, State Zip Code]" Concession Agreement - Working Draft Page ii of 96 Draft Date: 2022-12-05 TABLE OF CONTENTS Contents RECITALS 8 ARTICLE I. DEFINITIONS 9 SECTION 1.01 DEFINITIONS 9 ARTICLE II. PREMISES 17 SECTION 2.01 PREMISES DESCRIPTION 17 SECTION 2.02 ADDITIONS TO AND DELETIONS FROM THE PREMISES 17 SECTION 2.03 RECLAIMING OF PREMISES FOR AIRPORT PURPOSES 18 SECTION 2.04 MODIFICATIONS TO PREMISES, TENANT IMPROVEMENTS 19 SECTION 2.05 INGRESS AND EGRESS 19 SECTION 2.06 PREMISES ACCEPTANCE AS IS 19 SECTION 2.07 NO WARRANTY OF ECONOMIC VIABILITY 20 ARTICLE III. TERM 20 SECTION 3.01 TERM 20 SECTION 3.02 HOLDOVER 20 SECTION 3.03 RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION 20 SECTION 3.04 END OF TERM TRANSITION 21 ARTICLE IV. RENTALS, FEES, OTHER CHARGES, REPORTING, AND ACCOUNTING RECORDS 22 SECTION 4.01 DEFINITION OF GROSS RECEIPTS 22 SECTION 4.02 CONCESSION SPACE RENT 23 SECTION 4.03 SUPPORT SPACE RENT 23 SECTION 4.05 ANNUAL RENTAL ADJUSTMENTS 23 SECTION 4.06 PERCENTAGE RENT 23 SECTION 4.07 AIRPORT CHARGES 24 SECTION 4.08 SCREENING 24 SECTION 4.09 ADDITIONAL RENT 24 SECTION 4.10 FAILURE TO MAKE TIMELY PAYMENTS 25 SECTION 4.11 OFF SET CREDITS ON ACCOUNT 25 SECTION 4.12 CITY’S LIEN 25 SECTION 4.13 RECORD KEEPING, REPORTS, ANNUAL AUDIT, & END OF YEAR ADJUSTMENT 26 A. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES 26 B. FINANCIAL REPORTS 26 C. FINDINGS 27 D. END OF YEAR ADJUSTMENT 27 E. FORM, FREQUENCY, AND METHOD OF REPORTING 27 SECTION 4.14 PAYMENT PROVISIONS/INTEREST ON OVERDUE AMOUNTS 28 SECTION 4.15 FORM OF PAYMENT 29 Concession Agreement - Working Draft Page iii of 96 Draft Date: 2022-12-05 SECTION 4.16 CITY’S RIGHT TO PERFORM AUDITS, INSPECTIONS, OR ATTESTATIONS 29 SECTION 4.17 SEVERE DECLINE IN ENPLANEMENTS 31 A. CONCESSION SPACE RENT REDUCTION/SUSPENSION 31 B. CONCESSION SPACE RENT REINSTATEMENT 31 C. DETERMINATION OF TOTAL ENPLANEMENTS AND “TRUE-UPS” 32 D. TOTAL ENPLANEMENT DETERMINATIONS 32 E. NO EFFECT 32 F. EFFECT OF DEFAULT 32 G. SUB-CONCESSIONAIRES 32 ARTICLE V. PERMITTED USES 33 SECTION 5.01 PERMITTED USE 33 A. USES 33 B. CONCESSION LOCATIONS 33 C. PERMITTED PRODUCTS, SERVICES AND PRICES 33 SECTION 5.02 NON-EXCLUSIVE RIGHTS 34 SECTION 5.03 RESTRICTIONS 34 SECTION 5.04 PERMITS AND LICENSES 34 ARTICLE VI. OPERATIONS AND PERFORMANCE STANDARDS 34 SECTION 6.01 CITY’S RIGHT TO MONITOR PERFORMANCE 34 A. PERFORMANCE AUDITS 34 B. ANNUAL REVIEW 35 C. REMEDIATION PLAN 36 SECTION 6.02 QUALITY OF PRODUCTS AND SERVICES 37 SECTION 6.03 PRICING 38 A. PRODUCTS & PRICING 38 B. PRICING MODELS 38 C. PRICING POLICY 39 D. POLICY ADHERENCE 41 E. AIRPORT EMPLOYEE DISCOUNT 41 SECTION 6.04 HOURS OF OPERATION 41 A. STORE HOURS 41 B. EXTENSION OF STORE HOURS 41 C. FAILURE TO OPEN 42 D. POSTED HOURS 42 SECTION 6.05 PERSONNEL 42 A. STAFFING 42 B. GENERAL MANAGER 42 C. ADDITIONAL PERSONNEL REQUIREMENTS 43 D. COMPLIANCE WITH IMMIGRATION LAW 43 E. CITY’S RIGHT TO OBJECT 43 SECTION 6.06 DELIVERY OF GOODS 43 SECTION 6.07 BADGING AND SECURITY REQUIREMENTS 44 SECTION 6.08 EMPLOYEE PARKING 46 SECTION 6.09 POINT OF SALE (POS) TERMINALS 46 SECTION 6.10 CASH HANDLING AND CREDIT CARD REQUIREMENTS 47 SECTION 6.11 ADVERTISED SALES OR PROMOTIONS 48 Concession Agreement - Working Draft Page iv of 96 Draft Date: 2022-12-05 SECTION 6.12 COMPLAINTS 48 SECTION 6.13 OPERATING PROCEDURES AND STANDARDS 49 SECTION 6.14 COMPREHENSIVE MANAGEMENT OPERATIONS PLAN AND MANUAL. 49 SECTION 6.15 CLEANING AND ROUTINE MAINTENANCE 51 A. GENERAL OBLIGATIONS 51 B. PREVENTIVE AND ROUTINE CLEANING AND MAINTENANCE PROGRAM 51 1. JANITORIAL SERVICE 51 2. PEST CONTROL 51 3. PLUMBING 52 4. ELECTRICITY 52 5. HVAC 53 6. GREASE REMOVAL SYSTEMS 53 7. TRASH, WASTE, AND REFUSE 53 8. LIGHTING 54 C. ROUTINE REFURBISHMENT 54 D. MAINTENANCE PERSONNEL AND PROGRAM 54 E. CITY SOLE JUDGE OF MAINTENANCE 54 F. EMERGENCY REPAIRS 55 SECTION 6.16 COMMON MAINTENANCE 55 A. ELECTRICITY SYSTEMS 55 B. HVAC SYSTEMS 55 C. LIFE SAFETY SYSTEMS 56 D. SANITARY SEWER SYSTEM 56 E. TRASH, WASTE AND REFUSE 56 F. EXTERIOR WINDOWS AND STRUCTURES 56 SECTION 6.17 PAGING, AUDIO, VIDEO SYSTEMS AND FREQUENCY PROTECTION 56 SECTION 6.18 PROHIBITED ACTS 57 ARTICLE VII. FAILURE TO COMPLY WITH PERFORMANCE/OPERATING STANDARDS 58 SECTION 7.01 VIOLATIONS 58 SECTION 7.02 MULTIPLE VIOLATIONS 58 SECTION 7.03 SECTION PAYMENT 59 ARTICLE VIII. FEDERAL AID REQUIREMENTS 59 SECTION 8.01 NON-DISCRIMINATION 59 SECTION 8.02 CITY’S AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE (ACDBE) POLICY 60 SECTION 8.03 ACDBE NON-DISCRIMINATION 61 SECTION 8.04 ACDBE PARTICIPATION AND COMPLIANCE 61 A. ACDBE GOAL 61 B. ACDBE TERMINATION AND SUBSTITUTION 62 C. REPORTING REQUIREMENTS 62 D. MONITORING 63 E. PROMPT PAYMENT 63 F. OTHER REQUIREMENTS 63 G. NON-COMPLIANCE 63 Concession Agreement - Working Draft Page v of 96 Draft Date: 2022-12-05 ARTICLE IX. CONSTRUCTION AND CAPITAL INVESTMENT 64 SECTION 9.01 CONSTRUCTION BY CONCESSIONAIRE 64 SECTION 9.02 DESIGN AND CONSTRUCTION STANDARDS 64 SECTION 9.03 INITIAL CAPITAL INVESTMENT 64 SECTION 9.04 DEVELOPMENT SCHEDULE 65 SECTION 9.05 SUBMITTAL AND APPROVAL OF PLANS 65 A. SUBMITTAL OF PLANS 65 B. DISCLAIMER OF COMPLIANCE WITH LAWS OR CODES 66 C. APPROVALS EXTEND TO ARCHITECTURAL AND AESTHETIC MATTERS 66 D. DESIGN AND PERMITTING 66 SECTION 9.06 CONSTRUCTION 66 SECTION 9.07 COMPLETION OF CONSTRUCTION 67 SECTION 9.08 TITLE TO IMPROVEMENTS 68 SECTION 9.09 SIGNAGE 68 SECTION 9.10 ANNUAL REFURBISHMENT 68 ARTICLE X. DISCLAIMER OF LIENS 69 ARTICLE XI. MAINTENANCE UTILITES AND REPAIRS 69 SECTION 11.01 CONCESSIONAIRE’S MAINTENANCE OBLIGATIONS 69 SECTION 11.02 CITY’S MAINTENANCE AND UTILITY OBLIGATIONS 70 SECTION 11.03 CITY’S PERFORMANCE OF CONCESSIONAIRE’S OPERATING OBLIGATIONS 71 ARTICLE XII. DEFAULT, REMEDIES, AND TERMINATION RIGHTS 72 SECTION 12.01 EVENTS OF DEFAULT 72 SECTION 12.02 CITY’S REMEDIES 73 ARTICLE XIII. INDEMNIFICATION AND RELEASE 75 ARTICLE XIV. INSURANCE 76 SECTION 14.01 INSURANCE REQUIREMENTS 76 SECTION 14.02 MINIMUM LIMITS OF INSURANCE CONCESSIONAIRE 77 SECTION 14.03 UMBRELLA OR EXCESS INSURANCE 78 SECTION 14.04 DEDUCTIBLES AND SELF-INSURED RETENTIONS 78 SECTION 14.05 OTHER INSURANCE PROVISIONS/ENDORSEMENTS 78 SECTION 14.06 PROVIDING OF DOCUMENTS 79 SECTION 14.07 MAINTENANCE OF COVERAGE 80 SECTION 14.08 SUBCONTRACTORS 80 ARTICLE XV. SURETY FOR PERFORMANCE 81 SECTION 15.01 FORM OF SURETY 81 SECTION 15.02 APPLICATION OF SURETY 81 SECTION 15.03 RELEASE OF SURETY 81 ARTICLE XVI. PROPERTY DAMAGE 82 SECTION 16.01 COMPLETE DESTRUCTION 82 SECTION 16.02 LIMITS OF CITY’S OBLIGATIONS DEFINED 82 Concession Agreement - Working Draft Page vi of 96 Draft Date: 2022-12-05 SECTION 16.03 ALTERNATE SPACE 83 ARTICLE XVII. DAMAGING ACTIVITES 83 ARTICLE XVIII. COMPLIANCE WITH LAWS, REGULATIONS, 85 ORDINANCES, AND RULES 85 SECTION 18.01 MINIMUM COMPENSATION / LIVING WAGE 85 ARTICLE XIX. AIRPORT SECURITY 85 ARTICLE XX. AMERICANS WITH DISABILITIES ACT 85 ARTICLE XXI. FAA APPROVAL 86 ARTICLE XXII. RIGHT OF FLIGHT 86 ARTICLE XXIII. FEDERAL RIGHT TO RECLAIM 86 ARTICLE XXIV. PROPERTY RIGHTS RESERVED 87 ARTICLE XXV. ASSIGNMENT AND SUBCONTRACT 87 ARTICLE XXVI. CORPORATE TENANCY 88 ARTICLE XXVII. RIGHT TO DEVELOP AIRPORT 88 ARTICLE XXVIII. ATTORNEY’S FEES AND COSTS 88 ARTICLE XXIX. RIGHT TO AMEND 88 ARTICLE XXXI. NOTICES AND COMMUNICATIONS 89 ARTICLE XXXII. BOND ORDINANCES 89 ARTICLE XXXIII. FORCE MAJEURE 90 ARTICLE XXXIV. RELATIONSHIP OF THE PARTIES 90 ARTICLE XXXV. CITY APPROVALS 90 ARTICLE XXXVI. INVALIDITY OF CLAUSES 91 ARTICLE XXXVII. TIME IS OF THE ESSENCE 91 ARTICLE XXXVIII. TAXES 91 ARTICLE XXXIX. PATENTS AND TRADEMARKS 91 ARTICLE XL. AGENT FOR SERVICE OF PROCESS 92 ARTICLE XLI. COMPLIANCE WITH PUBLIC RECORDS LAW 92 SECTION 41.01 AGREEMENT SUBJECT TO CALIFORNIA PUBLIC RECORDS ACT 92 SECTION 41.02 INDEMNIFICATION IN EVENT OF INTERVENTION 93 Concession Agreement - Working Draft Page vii of 96 Draft Date: 2022-12-05 ARTICLE XLII. DATA SECURITY 93 ARTICLE XLIII. USE, POSSESSION, OR SALE OF ALCOHOL OR DRUGS 93 ARTICLE XLIV. HAZARDOUS SUBSTANCES AND OSHA COMPLIANCE 94 ARTICLE XLV. CITY’S SMOKING/VAPING POLICY 94 ARTICLE XLVI. WAIVERS 94 ARTICLE XLVII. COMPLETE AGREEMENT 94 ARTICLE XLVIII. ORDER PRECEDENCE 95 ARTICLE XLIX. BROKER'S COMMISSION 95 ARTICLE L. NO LIMIT ON CITY’S POWERS 95 ARTICLE LI. SIGNATURES 96 Concession Agreement - Working Draft Page 8 of 96 Draft Date: 2022-12-05 FOOD & BEVERAGE/NEWS & CONVENIENCE CONCESSION AGREEMENT This Concessions Agreement (hereinafter, Agreement) is made and entered into this <enter numerical day> day of <enter month>, <enter year> (Effective Date), by and between the City of Fresno, a California municipal corporation (hereinafter referred to as, City or a Party) , and [___________________] <type of business organization and state of incorporation˃, authorized to conduct business in the State of ____________________, dba [Trade Name] (hereinafter referred to as, Concessionaire or a Party), (collectively, hereinafter referred to as, Parties). RECITALS WHEREAS, City is the owner and operator of Fresno Yosemite International Airport (Airport), which is located in the City of Fresno, County of Fresno, State of California; and WHEREAS, City issued a Request for Proposals (Proposal No. 12300507), the terms of which are incorporated by reference herein) for “Food & Beverage Concessions and News & Convenience Concessions” on [Date issued], to solicit written proposals; and WHEREAS, pursuant to such solicitation, Concessionaire submitted a written proposal, dated [submittal date], which is incorporated herein by this reference to the extent consistent with this Agreement; and WHEREAS, on the basis of City’s evaluation of such proposal, City selected Concessionaire for the award of this Agreement; and WHEREAS, on [Award date], the City Council awarded Concessionaire the Agreement for “[F&B or N&R] Concessions”; and WHEREAS, Concessionaire desires and is ready, willing and able to establish the Concessions at the Airport upon the terms and conditions herein; and WHEREAS, Under the Surplus Land Act, Government Code Section 54220-54234, surplus land is defined as “land owned in fee simple by any local agency for which the local agency’s governing body takes formal action in a regular public meeting declaring that the land is surplus and is not necessary for the agency’s use,”; and WHEREAS, Subject space (see Exhibit A) of the Airport Passenger Terminal is not a disposition of surplus land pursuant to the Surplus Land Act, because no development or demolition will occur; and NOW THEREFORE, in accordance with Chapter 5, Article 4, of the Fresno Municipal Code, and subject to all the terms, conditions and limitations contained within said Chapter of said Article, all of which are incorporated herein by reference, and in consideration of the above recitals, which recitals are contractual in nature, the mutual promises herein contained, and for such other good and valuable consideration hereby acknowledged, the parties hereto agree as follows: Concession Agreement - Working Draft Page 9 of 96 Draft Date: 2022-12-05 ARTICLE I. DEFINITIONS SECTION 1.01 DEFINITIONS As referred to or used herein the following terms have the following meanings: The following terms shall have the meanings set forth below: Additional Rent: Refers to all sums of money required to be paid by Concessionaire to City hereunder, including, but not limited to: Support Space Rent (if any), Miscellaneous Charges, Concessionaire’s share of taxes assessed against City, operating costs and expenses, utility charges, and any other sums or charges which may be due from Concessionaire hereunder. Agreement: Refers to this Concession Agreement, including all exhibits, appendices, schedules, attachments, and subsequent amendments thereto, as the same may be amended from time-to-time. Agreement Year: (a) With respect to the first Agreement Year during the Term, the period commencing on the Commencement Date and continuing through the end of City’s Fiscal Year in which the Commencement Date occurs, and (b) with respect to each Agreement Year thereafter during the Term, each twelve-month period commencing on the first day of City’s Fiscal Year and ending on the last day of City’s Fiscal Year, provided that if the Term expires or is terminated on a day other than the last day of an Agreement Year, the last Agreement Year will then end as of the date of such expiration or termination. Airport Concession Disadvantaged Business Enterprise (“ACDBE”): Refers to a business, whether it is a corporation, sole proprietorship, partnership or joint venture certified as an ACDBE by City, of which at least fifty-one percent (51%) of the interest is owned and controlled by one or more socially and economically disadvantaged individuals as defined in the Airport and Airways Safety and Capacity Expansion Act of 1987 and the regulations promulgated pursuant hereto at 49 CFR Part 23. Airport: Refers to Fresno Yosemite International Airport, which is located at 5175 E Clinton Way, Fresno, CA 93727. Airport Terminal(s): The passenger transportation facilities at the Airport, existing or under construction as of the Effective Date of this Agreement, or to be constructed during the Term of this Agreement, known individually as Terminal A, Terminal B, and Federal Inspection Station, including all user movement areas, areas leased exclusively or preferentially to any third party or parties, common areas and baggage claim areas therein and interconnecting hallways, concourses, and bridges. Alcoholic Beverage Control (ABC) Type 47 (On Sale General Eating Place) License: Refers to a permit authorizing the sale of all types of alcoholic beverages: namely, beer, wine, and distilled spirits, for consumption on the premises, and the sale of beer and wine for consumption off the premises. Concession Agreement - Working Draft Page 10 of 96 Draft Date: 2022-12-05 Annual Refurbishment: Refers to an expenditure by Concessionaire of a minimum of one-half of one percent (0.5%) of total Gross Revenues, commencing in the fourth year of the Term of this Agreement and occurring annually, for refurbishment of the Premises. Annual Report: An audit report prepared annually by an Independent Certified Public Accountant (CPA), in accordance with Generally Accepted Auditing Standards expressing an opinion from the Independent CPA on whether the Schedule of Gross Receipts, Rent and all other fees and charges payable under this Agreement have been completely and accurately presented, calculated, reported, and paid according to the terms of this Agreement. Approved Project: Refers to any portion of the Premises, Concessionaire’s construction, furnishing, fixturing, and remodeling of such portion of the Premises as reviewed and approved by City in accordance with the Tenant Handbook. As Built Drawings: Refers to record documents of the construction, additions, and other modifications constructed by Concessionaire on the Premises including but not limited to Concessionaire’s Agreement, as built models, and drawings in the format as required by City. Assigned Premises: Refers to specific areas of the Airport Terminals, or elsewhere at the Airport, that are assigned (or leased to Concessionaire to occupy) and use for the purposes set forth herein. Concession may be conducted pursuant to this Agreement, including those City owned fixtures and properties therein more specifically described in Exhibit A hereto incorporated herein, which Concessionaire, at its sole cost, expense and liability may use solely in its pursuit of this Agreement and upon the terms and conditions therein provided that title thereto shall at all times be and remain in City and further provided that such fixtures and equipment shall be returned to City along with the Assigned Premises in the manner and according to the terms and conditions in this Agreement. Base Building Work: Refers to the sub-floor, structural elements, demising walls at the exterior of the Premises, utilities infrastructure, and other base building improvements, structures, and fixtures that City installs at the Premises. Base Building Work includes preparation of portions of the Premises designated for concessions activities in Shell condition. Capital Investment: Refers to the dollars spent by Concessionaire in the actual construction, remodeling, furnishing, fixturing, and equipping of any portion of the Premises, in connection with an Approved Project for such portion of the Premises. Capital Investment includes: 1. Architectural and Engineering fees: All soft costs associated with designing the approved project. 2. Leasehold Improvements: All improvements and equipment that are structural in nature or are affixed to the Premises and cannot be removed without material damage to the Premises including, but not limited to, mechanical, electrical, and Concession Agreement - Working Draft Page 11 of 96 Draft Date: 2022-12-05 plumbing work, floors, ceilings, demising walls, store fronts, lighting fixtures, and built-in shelving. 3. Furniture, Trade Fixtures, and Equipment (FF&E): All furniture, fixtures and major equipment installed by Concessionaire within the Premises for use in its performance of the Concession which may be removed from the Premises without causing material damage to the Premises. Certificate of Occupancy: Refers to a document issued by the City of Fresno stating that the building or proposed use of a building or land has complied with all laws and ordinances, and with an approved site plan and any conditions required by the Commission or Board, relative to the proposed building or use. City’s Work: Refers to any work to be done by or on behalf of City to prepare the Premises for Concessionaire. Claim: Refers to any demand, action, cause of action, suit, proceeding, arbitration, claim, judgment or settlement or compromise relating thereto which may give rise to a right to indemnification and defense under Article XIII of this Agreement. Common Use Areas: Refers to the areas of the Airport Terminals that are not leased, licensed, or otherwise designated or made available by City for exclusive or preferential use by a specific party or parties. Comprehensive Management Operations Plan & Manual: Refers to a comprehensive manual of standard operating procedures outlining measures designed to promote meeting Concessionaire's responsibilities under this Agreement, to include performance targets, goals, and measures. Concessionaire shall maintain such Manual during the Term of this Agreement and any extensions. Concession: Refers to the rights granted to Concessionaire by City to develop and operate a business to sell food & beverage, retail, or passenger services products to the public and related operations thereto, in accordance with the terms and conditions of this Agreement. Concession Location(s): Refers to the locations, individually or collectively, within the Premises which are intended for the sale of Concessionaire’s goods and services. Concessionaire: Refers to the legal entity that is party to this Agreement who is bound by this Agreement to develop and operate the Concession at the Airport. Concessionaire shall include all approved sub-concessionaires of Concessionaire who are operating within the Premises pursuant to subleases with Concessionaire. In all provisions of this Agreement that require a person to comply with a specific provision requiring representation of Concessionaire, this person shall be an authorized official of Concessionaire. Concession Agreement - Working Draft Page 12 of 96 Draft Date: 2022-12-05 Concessionaire Improvement: Refers to any modifications or improvements made to the Concession Location from time to time as determined by Article IX of this Agreement by the Concessionaire at their sole cost. Concessionaire’s Operating Obligations: Refers to the various maintenance, repair, and operating duties hereunder to be performed by Concessionaire, at its own cost and expense, in the performance of the Concession. The performance of the obligation by the Concessionaire, or payment to a third party for the performance of these obligations, are not rental payments or other considerations for the right to occupy real property but are acknowledgements by the Concessionaire of its obligation to maintain, repair, and otherwise keep the Premises in optimal condition. Concessions Design Criteria: The compilation of City’s design and construction standards governing all aspects of the Concessionaire’s design and construction of the Premises. City reserves the right to amend the Concessions Design Criteria during the Term. Concessions Services: Refers to the certain Concessionaire’s Operating Obligations and other maintenance and repair performed by City on behalf of and for the benefit of Concessionaire as further described in Article XI hereunder. Concessions Services Fee: Refers to the amounts paid to City by Concessionaire as payment for Concessions Services as further described in Article XI hereunder. Concession Space Rent: Refers to the annual rent payable, paid in twelve (12) equal monthly installments, by Concessionaire to City each Agreement Year based on the total square footage amount of the Premises as further described in Section 4.02. Concession Space Rental Rate: Initially $40 per square foot/year, adjusted on the first annual anniversary of the Date of Beneficial Occupancy and each year thereafter, based on the annual percentage change in the CPI-U Index. The annual adjustment result in Rent will not be less than the amount charged during the prior contract year, or more than five percent (5%) above the prior year’s rate. Critical Dates: 1.Commencement Date or Date of Beneficial Occupancy (“DBO”): The day the first Concession Location under this Agreement opens for business. 2.Effective Date: The date of full execution of this Agreement by the Parties. 3.Expiration Date: The 15th anniversary of the Premises Completion Date. 4.Premises Completion Date: The earlier to occur of (a) the opening for business of all Concession Locations following completion of all Approved Projects, or (b) the latest of the dates established under this Agreement for completion of all Approved Projects for all Concession Locations. Concession Agreement - Working Draft Page 13 of 96 Draft Date: 2022-12-05 5.Required Completion Date: Refers to the date set forth in a Notice to Proceed by which Concessionaire must achieve Substantial Completion of an Approved Project, except as such date may be extended in accordance with the provisions herein. 6.Required Opening Date: Refers to the date set forth in the Development Schedule by which Concessionaire must open each Concession Location for business as defined in the Tenant Handbook, except as such date may be extended in accordance with the provisions herein. 7.Space Turnover Date: The date provided in a Notice to Proceed, which makes a portion of the Premises available to Concessionaire to commence the Approved Project in such portion of the Premises. DBE Coordinator: Refers to the City of Fresno’s DBE/Small Business Program Coordinator, a single position supervisory class responsible for developing and implementing the Federal Disadvantaged Business Enterprise Program certification procedures and for investigating and monitoring contracts for utilization of minority and disadvantaged business enterprise participation for compliance by contractors. Department of Transportation (DOT): Refers to The United States Department of Transportation (USDOT or DOT), one of the executive departments of the U.S. federal government. Director of Aviation or Director: Shall mean the Director of Aviation, or designee of the Airport as from time to time appointed by the City. Enplanement Stabilization for Three Consecutive Months: Refers to the actual Enplanements for a particular month equaling or exceeding 75% of the actual Enplanements of the same month in the previous year, and such threshold is achieved for three (3) consecutive months. Enplanements or Enplaned Passengers: Refers to all passengers’ boarding flights at the Airport from scheduled or chartered flights, whether domestic or international, including non-revenue passengers (but excluding airline crew for the flight), and including those passengers connecting from arriving flights of same or another airline. Enplaned Passengers shall generally be measured for the entire Airport by Airline. FAA: The Federal Aviation Administration or any successor thereto. Fresno-Madera Metropolitan Statistical Area: Refers to the metropolitan area in the San Joaquin (Central) Valley of California consisting of Fresno and Madera counties as defined by the U.S. Office of Management and Budget. Generally Accepted Accounting Principles: Refers to a common set of accounting principles, standards, and procedures issued by the Financial Accounting Standards Board. Concession Agreement - Working Draft Page 14 of 96 Draft Date: 2022-12-05 Generally Accepted Auditing Standards: Refers to a set of systematic guidelines used by auditors when conducting audits on companies' financial records issued by The Auditing Standards Board (ASB) of the American Institute of Certified Public Accountants (AICPA). Gross Receipts/Revenues/Sales: Refers to the total amount of monies paid or earned by Concessionaire at or from the Premises in its performance of the Concession, as further described in Section 4.01. Guaranty of Agreement: Refers to a contract between two parties where one party agrees to pay a debt or perform a duty in the event that the original party fails to do so. Joint Venture: Refers to a partnership between two or more companies to form a new business entity. Jurisdiction: Refers to the Superior Court of the State of California, County of Fresno, where this Agreement is performed. Liquidated Damages: Refers to the damages to be paid by the Concessionaire to the City for failure to complete any part of this Agreement as referenced by the term. The Liquidated Damages amount shall be accessed at one hundred dollars ($100.00) per day under this Agreement. Master Fee Schedule: Refers to the annual schedule of fees published by the City of Fresno, which can be modified from time to time. Monthly Concession Report: Refers to report (in a form as set forth in Exhibit C attached hereto) certified by Concessionaire and that Concessionaire shall deliver to City no later than fifteen (15) days after the end of each month during the Term, stating Gross Receipts (with any and all sales of liquor separately identified) for said month for each Concession Location, sales for said month by each Concessions Location with subtotals by type of Concession, calculation of Percentage Fee payable for said month, sales per square foot and per enplaned passenger with subtotals by type of Concession, and receipts per square and per enplaned passenger with subtotals by type of concession when information available. Notice to Proceed: Refers to any portion of the Premises, the written notice from City to Concessionaire delivering possession of such portion of the Premises to Concessionaire to commence the initial Approved Project for such portion of the Premises, and which establishes the Space Turnover Date and Required Completion Date for such portion of the Premises. Party/Parties: Shall have the meanings set forth in the Recitals to this Agreement. Past Due Interest Rate: Refers to a late payment charge equal to the lesser of the maximum rate allowable by law or one and one-half percent (1.5%) per month on the total amount overdue for each month thereafter until such delinquent installment or other payment amount(s) shall be received by City, which, at any time and from time to time Concession Agreement - Working Draft Page 15 of 96 Draft Date: 2022-12-05 during the life of the Agreement, be changed by action of the City Council of City when, in said Council’s opinion, economic conditions and/or other relevant facts and/or circumstances may reasonable warrant such action. Personal Property: Refers to Trade Fixtures, including Concessionaire's nonattached removable decorations, detached floor coverings, and furnishings that are not in any way attached to the Premises, inventory, and other nonattached personal items. Percentage Rent: Refers to the rent paid by Concessionaire to City, on a monthly basis based on a percentage calculated in accordance with Section 4.06. Point of Sale (POS): Refers to the place where a customer executes the payment for goods or services and where sales taxes may become payable, including both the physical concession location or a virtual sales point including (but not limited to) computers or mobile electronic devices. Premises: Refers to the portion(s) within the Airport consisting of the Concession Locations and Support Spaces depicted on Exhibit A attached hereto containing approximately xxxx Square Feet, including any improvements to be made or modifications to be made thereto. Product Price List: Refers to a listing, substantially consistent with Exhibit G, of the goods and services to be sold from the Concession Location which must include the prices to be charged to the public for said goods and services. Public Areas: Refers to certain areas of the Terminal designated by City to be public or to be used in common, including, but not limited to, the walkways, streets, roadways, waiting rooms, hallways, restrooms and other passenger conveniences. Remediation Plan: Refers to a written plan developed by Concessionaire to improve the performance of Concession Location(s) including, but not limited to, proposed remedial activities such as employee training, staffing changes, merchandise and service modifications, facility refurbishment and repair, and/or replacement of concept or brand. Replacement Premises: Shall mean other location(s) within the Airport Terminals containing substantially the same area, visibility, and exposure to passenger traffic as the portion(s) of the Premises being reclaimed by City. Severe Decline in Enplanements for Three Consecutive Months: Refers to the actual Enplanements achieved during a one-month period is less than 75% of the actual Enplanements of the same month in the previous year, and such shortfall continues for three (3) consecutive months. Substantial Completion: Refers to the stage in the process of any construction or other work when such work is sufficiently complete, as reasonably determined by City, so that (i) in the case of City’s Work, Concessionaire is able to take possession of the Premises for the purpose of performing the Approved Project, or (ii) in the case of Approved Project work, Concessionaire has received a Certificate of Occupancy and/or a Temporary Concession Agreement - Working Draft Page 16 of 96 Draft Date: 2022-12-05 Certificate of Occupancy from City and is able to occupy the Premises for the purpose of opening for business. In no event shall Substantial Completion of any work occur prior to the issuance by City of the Notice to Proceed. It is the intent of the Parties that the application of the term Substantial Completion in the context of this Agreement shall coincide with the application of that term in Fresno, California, under State of California laws, so that the date on which Substantial Completion occurs under this Agreement shall be the same date relative to the imposition and levy of local ad valorem taxes. Support Space(s): Refers to the non-selling locations, individually or collectively, within the Premises which are intended for the support of Concessionaire’s operation of the Concession including, but not limited to, offices, commissary, and storage spaces. Support Space Rent: Refers to the annual amount payable by Concessionaire to City for the use and occupancy of the Support Spaces, as further described in Section 4.03. Support Space Rent Rate: Refers to the fair market rental rate per square foot for the Support Spaces, as further described in Section 4.03. Surety: Refers to the guarantee of the debts of one party by another. An organization or person that assumes the responsibility of paying debt in case the debtor defaults or is unable to make the payments. Tenant Handbook: The compilation of City’s standards, procedures, construction activities, requirements, directives, and rules and regulations governing the operations of concessionaires and actions of their employees, representatives, agents, and vendors, which is incorporated herein by reference. City reserves the right to amend the Tenant Handbook during the Term. Any amendment of the Tenant Handbook will be binding on Concessionaire without amendment to this Agreement, provided that the amendment of the Tenant Handbook does not conflict with other terms and conditions of this Agreement. Tenant Improvement Request: Refers to any requests made by Concessionaire for modifications or improvements made to the Concession Spaces from time to time as determined by Article IX of this Agreement. Term: Refers to the period beginning on the Commencement Date and ending on the Expiration Date. Term Options: Refers to the number of years the Term may be extended at the sole discretion of the Airport. Title VI List of Pertinent Nondiscrimination Statutes and Authorities: Refers to a series of regulations under Title VI of the 1964 Civil Rights Act, 42 U.S.C. 2000d, which provides that: “No person in the United States shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance”. Concession Agreement - Working Draft Page 17 of 96 Draft Date: 2022-12-05 Total Enplanements: Refers to the complete number of passengers enplaning and deplaning airline carriers at Fresno Yosemite International Airport. Trade Fixtures: Refers to all furniture, fixtures, and major equipment installed by Concessionaire, for use in its performance of the Concession, removable from the Premises without causing material damage to the Premises. TSA: The U.S. Department of Homeland Security Transportation Security Administration or any successor thereto. Unamortized Investment: Refers to the unamortized amount, for that portion of the Premises at the time such amount is referred to herein, of Concessionaire’s Capital Investment or portion thereof, using straight line amortization, calculated daily, over the period beginning on the latter of (i) the Premises Completion Date or (ii) the completion of an Approved Project to which such Capital Investment refers and ending on the Expiration Date. ARTICLE II. PREMISES SECTION 2.01 PREMISES DESCRIPTION City hereby leases to Concessionaire and Concessionaire hereby agrees to lease from City the Premises within the Airport consisting of the Concession Locations and Support Spaces as listed and depicted on Exhibit A, attached hereto, and incorporated herein, including any improvements to be made or modifications to be made thereto. No other part of the Airport Terminals or the Airport shall be part of the Premises. The total estimated areas of the Premises, Concessions Locations, and Support Spaces are incorporated in Exhibit A. If the Premises is not fully constructed at the time of Agreement execution, then the actual square footage determined after completion of construction shall be adjusted and acknowledged by the parties. No later than 30 days after the City, Concessionaire shall certify in writing the actual as-built areas of the Premises, Concession Locations, and Support Spaces. The Parties agree to modify Exhibit A to incorporate such as-built areas, such modifications to be confirmed by letter executed by City, without need for formal amendment to the Agreement. SECTION 2.02 ADDITIONS TO AND DELETIONS FROM THE PREMISES City and Concessionaire may, during the Term and by mutual agreement, add additional space(s) or delete space(s) from the Premises. All space(s) added to the Premises pursuant to this Section 2.02 shall be subject to all the terms, conditions, and other provisions of this Agreement and Concessionaire shall pay to City all rents, fees, and charges applicable to the additional space(s) in accordance with this Agreement. In the case of deletions of space(s) from the Premises, rents, fees, and charges paid to City by Concessionaire shall be appropriately adjusted. The Parties agree to modify Exhibit A, and Exhibit B as necessary, to incorporate space additions to the Premises and space Concession Agreement - Working Draft Page 18 of 96 Draft Date: 2022-12-05 deletions from the Premises by letter executed by the Director of Aviation or designee and acknowledged by Concessionaire, without need for formal amendment to this Agreement. SECTION 2.03 RECLAIMING OF PREMISES FOR AIRPORT PURPOSES City reserves the right to reclaim the Premises when, in the sole discretion of City, such reclaiming is necessary for the development or operations of the Airport or is in the best interest of City. City will make a reasonable effort to identify other location(s) within the Airport Terminals containing substantially the same area, visibility, and exposure to passenger traffic as the portion(s) of the Premises being reclaimed (such other location(s), if any, hereinafter referred to as, the Replacement Premises). City shall exercise such right to reclaim by giving Concessionaire not less than 90 days prior written “Notice of Intent to Reclaim Premises” specifying the effective date of the reclaiming and identifying Replacement Premises, if any. Concessionaire shall, by written notice given to City no later than 30 days after receipt of Notice of Intent to Reclaim Premises, notify City of its acceptance of the Replacement Premises, if any, whereupon, as of the effective date provided in City’s Notice of Intent to Reclaim Premises: 1. All the terms, covenants, conditions, and provisions of this Agreement shall continue in full force and effect and apply to the Replacement Premises. 2. Concessionaire shall move from the Premises, or portion(s) thereof being reclaimed by City, into the Replacement Premises on or before the effective date stated in the City’s Notice of Intent to Reclaim Premises and shall vacate and surrender possession of the Premises or portion(s) thereof being reclaimed by City. 3. Subject to the other provisions of this Agreement, Concessionaire shall be deemed to have accepted possession of the Replacement Premises in its “as is” condition as of the effective date stated in City’s Notice of Intent to Reclaim Premises. 4. City will pay to Concessionaire reasonable and proper moving expenses to include moving of furniture, equipment, and other personal property into the Replacement Premises. Concessionaire shall pay all other costs to improve and fit out the Replacement Premises. In addition, City will pay to Concessionaire, within 15 days of the effective date stated in City’s Notice of Intent to Reclaim Premises, an amount equal to the Unamortized Investment in the portion(s) of the Premises being reclaimed less any of the Unamortized Investment attributable to Trade Fixtures moved to the Replacement Premises. Concessionaire shall not be compensated and City shall not be liable for any inconvenience to Concessionaire or for any interruption of Concessionaire’s business, because of moving to Replacement Premises. Concession Agreement - Working Draft Page 19 of 96 Draft Date: 2022-12-05 If no Replacement Premises are available, as determined solely by City, if Concessionaire fails to respond to City’s Notice of Intent to Reclaim Premises within 30 days after receipt of such notice or otherwise rejects the Replacement Premises, or if City deems the use(s) or concept(s) are not appropriate at the Replacement Premises, then the Agreement for the Premises or portion(s) thereof being reclaimed will terminate on the Effective Date provided in the Notice of Intent to Reclaim Premises and provisions of this Agreement related to termination shall apply. The Parties agree to modify, within ten (10) days of the Effective Date stated in the Notice of Intent to Reclaim Premises, Exhibit A and Exhibit B, as necessary, to delete the portion(s) of the Premises being vacated and incorporate the Replacement Premises, if any. These modifications will be confirmed by letter executed by the Director of Aviation or designee and acknowledged by Concessionaire, without need for formal amendment to this Agreement. SECTION 2.04 MODIFICATIONS TO PREMISES, TENANT IMPROVEMENTS City shall have the right to make minor modifications to any portion of the Premises at the sole discretion of City to accommodate Airport operations, security renovations, maintenance, or other work to be completed in the Airport Terminals. Minor modifications are subject to all provisions in Section 2.02. Minor modifications are those that may affect the Premises, but which do not have any material effect in the Concessionaire activities. SECTION 2.05 INGRESS AND EGRESS Subject to all applicable rules, regulations, or City policies governing the use of the Airport, City grants to Concessionaire the non-exclusive right to use, in common with others, certain areas of the Airport Terminals designated by City to be public or to be used in common, including, but not limited to, the walkways, streets, roadways, waiting rooms, hallways, restrooms and other passenger conveniences (Public Areas) for Concessionaire's employees, customers, contractors, agents, invitees and suppliers for the uses for which those Public Areas were designed. Concessionaire's rights under this Section shall include the right of ingress and egress to and from the Premises. City reserves the right to modify the Public Areas at any time and in any way, it deems appropriate, including, but not limited to, reconfiguration of the Public Areas, expansion, or contraction of the Public Areas, or changing access points to and from the Public Areas. Access to some Public Areas will be restricted to Concessionaire’s employees who display valid security access badges issued by City. SECTION 2.06 PREMISES ACCEPTANCE AS IS Concessionaire understands, acknowledges, and accepts the Premises in its present condition, “As Is” with all faults and with absolutely no warranties as to condition or suitability for use being given by City. City shall have no obligation, liability, or responsibility to construct additional improvements or to modify existing conditions, nor to provide services of any type, character, or nature (including any obligation to maintain, Concession Agreement - Working Draft Page 20 of 96 Draft Date: 2022-12-05 repair, or replace utilities or telephone/data service) on or to the Premises during the Term other than as explicitly stated in this Agreement. SECTION 2.07 NO WARRANTY OF ECONOMIC VIABILITY City makes no warranty, promises or representations as to the economic viability of the Premises or Concessionaire’s business concept(s) or any other matter pertinent to the potential or likelihood for success or failure of Concessionaire business operations. Concessionaire acknowledges that airline gate usage and other aspects of Airport operations are subject to change during the Term without notice and that City makes no warranty regarding the location of airline gate usage. Except as is specifically set forth herein, City shall not, by virtue of the existence of this Agreement, be constrained in connection with its operation of the Airport. ARTICLE III. TERM SECTION 3.01 TERM This Agreement shall be effective and binding upon the Parties as of the Effective Date. The Term of this Agreement shall begin on the Premises Completion Date and continue through the Expiration Date, as stated in this Agreement, unless sooner terminated as herein provided. SECTION 3.02 HOLDOVER Any occupancy of Premises by Concessionaire with the written consent of City after the Expiration Date shall be on a month-to-month basis with all provisions of this Agreement, including rent, fees and charges, remaining in place until such time that City gives notice to Concessionaire to surrender the Premises. Notice to surrender premises will be provided not less than 30 days prior to the anticipated surrender date. Any occupancy of Premises by Concessionaire after the termination of this Agreement without the written approval of City constitutes a month-to-month lease on the same terms and conditions as this Agreement. Concessionaire must pay Concession Space Rent, Support Space Rent, and Percentage Rent for the entire holdover period for that portion of Premises where the Agreement has expired or been terminated. No occupancy of any portion of the Premises by Concessionaire after the expiration or other termination of this Agreement with respect to such portion of the Premises extends the Term, except as a holdover tenancy. In the event of such holdover tenancy, Concessionaire shall indemnify City against all damages arising out of the Concessionaire’s holdover tenancy, including but not limited to, any costs incurred by City to evict Concessionaire, and all insurance policies and Security Deposits required to be obtained and maintained by Concessionaire as set forth in this Agreement shall continue in full force and effect. SECTION 3.03 RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION Concessionaire shall, upon termination of this Agreement, with or without cause, surrender the Premises to City peaceably, quietly and in as good order and condition as Concession Agreement - Working Draft Page 21 of 96 Draft Date: 2022-12-05 the same now are or may be hereafter improved by Concessionaire or City, reasonable use and wear thereof and damage by casualty, which damage Concessionaire did not cause and is not required to repair or restore, excepted. Concessionaire shall remove all signage and provide temporary walls to seal all openings of premises that meet the guidelines outlined in the Tenant Handbook. Concessionaire shall also provide to City all keys to doors, window displays or any area of controlled access within the footprint of the Premises. City shall be entitled to exercise the non-judicial remedy of locking Concessionaire out of the Premises as a means of enforcing City’s right of possession, regardless of whether Concessionaire is delinquent in rental payments, including without limitation the de-activation of Concessionaire’s security badges or credentials; and this right of de-activation shall not, and legally cannot, limit or otherwise affect City’s governmental police powers to de-activate security credentials for security or other governmental reasons. Upon expiration or termination of this Agreement, Concessionaire shall, subject to City’s lien described in Section 4.12, remove all furniture, fixtures and equipment installed by Concessionaire and Concessionaire or brand proprietary property, inventory, and other personal property, and leave the Premises in broom clean condition. Any damage to the Premises caused by Concessionaire’s removal of such furniture, fixtures, equipment, or property shall be immediately repaired by Concessionaire at Concessionaire’s expense and to the satisfaction of City. Notwithstanding the foregoing, if Concessionaire fails to remove such furniture, fixtures, equipment or property within ten (10) days from the date of termination of this Agreement, then Concessionaire shall be deemed to have abandoned same and City shall have the right, at its option, and in its sole discretion, to take title to said furniture, fixtures, equipment and/or property and sell, Agreement, salvage, or dispose of the same in any manner permitted by law. Concessionaire shall have no right, interest, or claim in or to any proceeds of the sale or other disposition of such items. Any net expense City incurs in disposing of such items shall be immediately reimbursed by Concessionaire. No act by City shall be deemed an acceptance of a surrender of the Premises. No acceptance of a surrender of the Premises shall be valid unless it is in writing and signed by City. SECTION 3.04 END OF TERM TRANSITION During the final Agreement Year, City plans to award and transition to a new agreement for concessions services that may include rights to the Premises or portions thereof. If Concessionaire is not selected for the new agreement, City will notify Concessionaire in writing of the exact dates of a transition period. Concessionaire will cooperate fully with City and Concessionaire’s successor to ensure an effective and efficient transition of the Premises and concession operations to the successor. Concessionaire acknowledges its responsibility to continuously perform the Concession in a professional, high-quality, and customer-centric manner during the transition to the successor. Concession Agreement - Working Draft Page 22 of 96 Draft Date: 2022-12-05 ARTICLE IV. RENTALS, FEES, OTHER CHARGES, REPORTING, AND ACCOUNTING RECORDS SECTION 4.01 DEFINITION OF GROSS RECEIPTS Gross Receipts (sometimes referred to as Gross Revenues or Gross Sales) include all monies paid or payable to Concessionaire for sales made, services rendered, and customer orders fulfilled at or from the Premises, regardless of when or where the customer order is placed (including outside the Premises), and any other receipts, credits, rebates, allowances, internet sales, mobile app sales (owned or third-party), or revenues of any type arising out of or in connection with Concessionaire’s or Concessionaire’s sub- concessionaires’ or agents’ operations at the Premises, including, but not limited to, branding fees, marketing fees, merchandising fees, promotional allowances, performance allowances, retail display allowances (RDAs), and any other type of ancillary advertising or product placement fees, and other allowances and fees. Gross Receipts shall not include: 1.Any taxes imposed by law that are separately stated to and paid by a customer and directly payable to the taxing authority by Concessionaire. 2.Amounts and credits received from suppliers for products and merchandise returned by concessionaire. 3.Cash and credit card refunds to customers for merchandise returned. 4.Amounts and credits received in settlement of claims for loss of, or damage to, merchandise. 5.Insurance proceeds received from the settlement of claims for the loss of or damages to Concessionaire’s property at or on the Premises other than the proceeds from business interruption insurance. 6. Inter-company store transfers. 7.United States Postal Service stamp sales. 8.Uniforms or clothing purchased by employees where such uniforms or clothing are required to be worn by employees. 9.Reimbursements from Concessionaire’s sub-concessionaires for any taxes, fees, franchise or license fees, utilities or other services paid or provided by Concessionaire for or on behalf of its sub-concessionaires; provided, however, that any reimbursement more than the actual cost of such taxes, fees, franchise or license fees, utilities or other services shall be included in Gross Receipts. 10.Rental, fees, and charges paid to Concessionaire by its sub- concessionaires pursuant to the provisions of this Contract; provided, however, that any such payment more than the amounts required hereunder shall be included in Gross Receipts. 11.Gift cards sold at the Premises. When a gift card is redeemed or accepted as payment for a purchase at the Premises, the transaction must be reported as part of Gross Receipts. 12.Amounts for coupons and other forms of discounts (including Airport but not limited to, employee meals, complimentary customer meals, and the Airport Concession Agreement - Working Draft Page 23 of 96 Draft Date: 2022-12-05 employee discount described in Section 6.03), such that only the amounts received are ultimately included in Gross Receipts. 13.Gratuities for services performed by employees paid by Concessionaire or by its customers except to the extent Concessionaire may be entitled to receive a portion of the gratuities. SECTION 4.02 CONCESSION SPACE RENT Commencing on the Date of Beneficial Occupancy, Concessionaire covenants and agrees for each contract year of the Term to pay to City Concession Space Rent, calculated in advance and without demand or invoice. Concession Space Rent is payable in 12 monthly equal payments, beginning on the Commencement Date and on the first day of each month thereafter throughout the Term of this Agreement. Concession Locations are shown in Exhibit A and attached and incorporated herein, as set forth in sub-paragraph 1 of this Section below: 1.Concession Space Rent shall consist of an annual sum calculated on the basis of forty dollars ($40.00) per square foot for the area of the Concessionaire’s Space. SECTION 4.03 SUPPORT SPACE RENT As consideration for the right and privilege to Support Space as granted herein, Concessionaire agrees for each contract year of the Term to pay to City Support Space Rent, calculated in advance and without demand or invoice. Concession Space Rent is payable in 12 monthly equal payments, beginning on the Commencement Date and on the first day of each month thereafter throughout the Term of this Agreement. Support Spaces are shown in Exhibit A and attached and incorporated herein, as set forth in sub- paragraph 1 of this Section below: 1.Support Space Rent shall consist of an annual sum calculated on the basis of twenty dollars ($20.00) per square foot for the area of the Concessionaire’s Support Space. SECTION 4.05 ANNUAL RENTAL ADJUSTMENTS The Concession Space Rent and Support Space Rent will be adjusted on the first annual anniversary of the Date of Beneficial Occupancy and each year thereafter, based on the annual percentage change in the CPI-U Index. However, in no event will the annual adjustment result in Rent being less than the amount charged during the prior contract year or more than five percent (5%) above. SECTION 4.06 PERCENTAGE RENT At all times while Gross Receipts are being generated from the Premises, Concessionaire shall calculate Percentage Rent each Agreement Month, which Percentage Rent shall be equal to the product of the applicable Percentage Rent Rate(s) times the amount of Concessionaire’s Gross Receipts during such Agreement Month. The Percent Rent Rate(s) shall be ten percent (10%) for the term of this Agreement. Concessionaire shall Concession Agreement - Working Draft Page 24 of 96 Draft Date: 2022-12-05 pay Percentage Rent to City monthly without prior notice or demand within fifteen (15) days after the expiration of each Agreement Month. All Percentage Rent payments shall be computed based on all Gross Receipts made during the previous Agreement Month as all such Gross Receipts are indicated on Concessionaire’s Monthly Concession Report. SECTION 4.07 AIRPORT CHARGES Concessionaire shall pay to City any other fees and charges assessed by City relating to City’s operation and maintenance of the Airport, including without limitation, for segregation and/or removal of garbage and refuse, in accordance with standard rates or nondiscriminatory prorated charges, established by City from time to time, as well as any additional charges assessed by City relating to Concessionaire’s activities or operations at the Airport, which charges shall equal Concessionaire’s proportionate share. Such other fees and charges may include, but shall not be limited to, fees for security badges and charges to account for additional expenses City incurs in operating the Facilities due to Concessionaire’s operations. All persons employed at the Terminal are required to obtain background checks, security clearances and identification security badges from City and City has the right to institute a charge for the processing, issuance and reviews and renewals. All security badges must be properly accounted for by Concessionaire and promptly returned in accordance with City’s and all other applicable rules, policies and regulations. SECTION 4.08 SCREENING If applicable as may be required by local, state, or federal Law, including, but not limited to, the Federal Aviation Administration’s (FAA), the Transportation Security Administration’s (TSA), City’s or any other applicable rules and regulations now in effect or hereinafter enacted, costs incurred for the screening of Concessionaire’s goods, merchandise, products, equipment, materials and supplies, which shall be paid by Concessionaire directly to City. SECTION 4.09 ADDITIONAL RENT In addition to Concession Space Rent, Support Space Rent and Percentage Rent, Concessionaire shall pay, as Additional Rent, all sums of money required to be paid by Concessionaire to City hereunder, including, but not limited to: Concessionaire’s share of taxes assessed against City, operating costs and expenses, utility charges, and any other sums or charges which may be due from Concessionaire hereunder. If such amounts or charges are not paid at the time and in the manner as provided herein, they shall nevertheless be collectible as Additional Rent with the next payment of Concession Space Rent thereafter falling due, but nothing herein shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable hereunder or to limit any other remedy of City. All amounts of rentals payable in each month shall be deemed to comprise a single rental obligation of Concessionaire. Concession Agreement - Working Draft Page 25 of 96 Draft Date: 2022-12-05 SECTION 4.10 FAILURE TO MAKE TIMELY PAYMENTS Without waiving any other right or action available to City, in the event Concessionaire is delinquent in the payment of rents, fees, or charges hereunder or rightly due and owing by an audit of Concessionaire’s books and records as provided in Section 4.13, and in the event Concessionaire is delinquent in paying to City any such rents, fees, or charges for a period of six (6) days after the payment is due, City reserves the right to charge Concessionaire interest thereon, from the date such rents, fees, or charges became due to the date of payment, and shall accrue interest at the Past Due Interest Rate from the due date until paid in full, or the maximum rate allowed by law. In the event of a dispute as to the amount to be paid, City shall accept the sum tendered without prejudice and, if a deficiency is determined to exist, interest shall apply only to the deficiency. The right of City to require payment of interest and the obligation of the Concessionaire to pay same shall be in addition to and not in lieu of the right of City to enforce other provisions herein, including termination of this Agreement, and to pursue other remedies provided by law. The failure of City to act in the event of a delinquent payment or series of payments shall in no way waive the right of City to act at a subsequent time. City expects all rents, fees, and charges to be paid on time and Concessionaire agrees to pay on time. Notwithstanding other provisions of this Agreement, and without limiting the other provisions of this Agreement concerning, among other things, events deemed to constitute default of Concessionaire, City may, in City ’s reasonably exercised discretion, terminate this Agreement upon written notice to Concessionaire if (i) there are recurring instances in which Concessionaire’s payments required hereunder are not timely or are insufficient to cover sums actually due and payable; or (ii) Concessionaire fails to maintain adequate records and accounts reflecting its business operations at the Airport and calculation of Gross Receipts/Revenues under this Agreement; or (iii) Concessionaire fails or refuses to submit the formal supporting paperwork as required herein. SECTION 4.11 OFF SET CREDITS ON ACCOUNT If any credit on the Lessee’s account is 180 days or older, the Lessor has the right to apply such credit to the outstanding balance without prior written consent from the Lessee and which invoice to apply the credit to. SECTION 4.12 CITY’S LIEN City shall have a lien upon all Trade Fixtures and Personal Property of the Concessionaire placed in or on the Premises, to the extent permitted by law, for the purpose of securing the payment of all sums of money that may be due to City from Concessionaire under this Agreement. Concession Agreement - Working Draft Page 26 of 96 Draft Date: 2022-12-05 This lien shall supersede any other lien including any lien created in connection with Concessionaire’s financing. Concessionaire is prohibited from pledging any Trade Fixtures and/or Personal Property without prior, written permission of City. SECTION 4.13 RECORD KEEPING, REPORTS, ANNUAL AUDIT, & END OF YEAR ADJUSTMENT A.Generally Accepted Accounting Principles Concessionaire shall prepare and maintain, in accordance with Generally Accepted Accounting Principles, complete and accurate books and records that include all financial transactions in the performance of this Agreement. Concessionaire’s system of accounts shall allow each Concession Location to be distinguished from all other Concession Locations. Concessionaire shall maintain source documents sufficient to support its books, records, and reports. The books and source documents to be kept by Concessionaire must include records of inventories and receipts of merchandise, daily receipts from all sales and other pertinent original sales records and records of any other transactions conducted in or from the Premises by all persons or entities conducting business in or from the Premises. Pertinent original sales records include: (i) cash register tapes, including tapes from temporary registers, (ii) serially prenumbered sales slips, (iii) the original records of all mail and telephone orders at and to the Premises, (iv) settlement report sheets of transactions with subtenants, concessionaires, licensees and assignees, (v) original records indicating that merchandise returned by customers was purchased at the Premises by such customers, (vi) memorandum receipts or other records of merchandise taken out on approval, (vii) detailed original records or any exclusions or deductions from Gross Receipts/Revenues, (viii) sales tax records, and (ix) all other sales records, if any, that would normally be examined by an independent accountant pursuant to generally accepted auditing standards in performing an audit of Gross Receipts/Revenues. All monies related to this Agreement shall be deposited to and paid from a business bank account(s), the records for which shall be subject to review and audit in accordance with the provisions hereof. B.Financial Reports 1.Daily Gross Receipts/Revenues: Upon request of the City, Concessionaire agrees to report Gross Receipts/Revenues for periods of less than one month in a format and frequency as requested by City. 2.Monthly Concession Report: No later than fifteen (15) days after the end of each month during the Term, Concessionaire shall deliver to City a certified Monthly Concession Report, in a form as set forth in Exhibit C attached hereto, stating Gross Receipts/Revenues for said month for each Concession Location and the calculation of Percentage Fee payable for said month. 3.Annual Audit: No later than 90 days after the end of each Agreement Year during the Term, Concessionaire shall, at its sole cost and expense, provide an annual audit report by an independent Certified Public Accountant, licensed in the Concession Agreement - Working Draft Page 27 of 96 Draft Date: 2022-12-05 State of California and acceptable to City, of Concessionaire’s monthly Gross Receipts/Revenues and the amounts paid to City as Rent for the subject Agreement Year, or part thereof (said annual audit report hereinafter referred to as Annual Report). There may be no limitation on the scope of the engagement that would preclude the auditor from expressing an unqualified opinion as to the correctness and completeness of the reported Gross Receipts/Revenues. The engagement will include a Schedule of Gross Receipts, Rent and all other fees and charges for each month of the Concessionaire’s operations in the Agreement Year, prepared in accordance with the comprehensive basis of accounting defined herein and reported in a format acceptable to City. The engagement will be conducted in accordance with Generally Accepted Auditing Standards and shall include an opinion on whether the Schedule of Gross Receipts, Rent and all other fees and charges has been completely and accurately presented, calculated, and reported according to the terms of this Agreement. C.Findings City reserves the right to challenge any findings or conclusions of the Annual Report if it believes an error may have occurred. In such event, City may conduct its own audit under the provisions in Section 4.16 or may require production of the supporting documentation used to reach the finding or conclusion in question. The resolution by City of any dispute will be final. Delivery of an Annual Report containing a qualified opinion, or an adverse opinion, or a disclaimer of opinion as defined in the Statements on Auditing Standards, as may from time to time be amended or superseded, issued by the Auditing Standards Board of the American Institute of Certified Public Accountants, or any successor board or agency thereto, will be deemed a material breach of this Agreement and, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. D.End of Year Adjustment If Concessionaire has paid to City an amount greater than Concessionaire is required to pay as Rent for an Agreement Year under the terms hereof, Concessionaire shall be entitled to a credit against Concessionaire’s MAG for the amount of the overpayment. If Concessionaire has paid less than the amount required to be paid as Rent for such Agreement Year, then Concessionaire shall pay the difference to City in the next payment of the MAG. E.Form, Frequency, and Method of Reporting Acceptance of monthly reports and payments by City does not constitute agreement by City with the amounts reported and paid. City reserves the right to change the form and frequency of reports and statements, including, but not limited to, the Monthly Concession Report, and to require the submission by Concessionaire of other statistics and information pertaining to the Gross Receipts/Revenues hereunder. Concessionaire agrees to change the form of the Concession Agreement - Working Draft Page 28 of 96 Draft Date: 2022-12-05 required reports and statements as requested by City and to provide any additional statistics and information City may request. City shall have the right at any time to require that reports be delivered electronically using technology and procedures designated by City. If City instructs Concessionaire to deliver any reports and statements required hereunder by computer, e-mail, internet website, or transmission, City shall not be obligated to furnish Concessionaire with the equipment or systems necessary to do so. SECTION 4.14 PAYMENT PROVISIONS/INTEREST ON OVERDUE AMOUNTS A. Unless otherwise provided in this Agreement, fixed (i.e. non-activity based) Airport rentals, fees and charges shall be due and payable the first (1st) day of each month, in advance, without invoice. B. Unless otherwise provided in this Agreement, variable (i.e. activity based) Airport rentals, fees, and charges shall be due and payable the fifteenth (15th) day of each month following the month in which assessed, without invoice. C. Unless otherwise provided in this Agreement, all other rentals, fees, and charges shall be due and payable on invoice within thirty (30) days of the date of the invoice. D. The acceptance by City of any payment by Concessionaire shall neither constitute City’s approval of, nor preclude City from questioning the accuracy of, computations in Monthly Activity Report, submitted to City as provided in this Agreement, or from recovering any additional payment actually due from Concessionaire. E. Any payment not received by the due date shall be deemed delinquent and shall accrue interest at the Past Due Interest Rate from the due date until paid in full, or the maximum rate allowed by law. F. All payments due and payable herein shall be paid in lawful money of the United States of America, without set off, by check or wire transfer made payable to City and delivered or wired, as applicable, to the following address or account, or to such other address or account as City by service of written notice upon Concessionaire, may otherwise direct the payment thereof from time to time during the term hereof: Via Mail/Express City of Fresno - Airports Fresno Yosemite International Airport Attn: Airport Accounting 4995 East Clinton Way Fresno, CA 93727-1504 Concession Agreement - Working Draft Page 29 of 96 Draft Date: 2022-12-05 SECTION 4.15 FORM OF PAYMENT City reserves the right to require other methods of payment as designated in writing by City. Concessionaire shall provide City with necessary information and authorizations as needed to facilitate such payments. SECTION 4.16 CITY’S RIGHT TO PERFORM AUDITS, INSPECTIONS, OR ATTESTATIONS Notwithstanding Concessionaire’s requirement to submit the Annual Report set forth herein, Concessionaire shall make available to City, upon the written request of the City, at the offices of the Concessionaire at the Airport such books, records and accounts, or photocopies thereof, that are relevant to payment of rentals, fees and charges required under this Agreement for the current year and the preceding calendar year, and shall make such records, or photocopies thereof, available for inspection and audit by City or its authorized representative at reasonable and mutually agreed upon hours and times during the entire term of this Agreement and for two (2) years thereafter. This includes, but is not limited to, financial statements, general ledgers, sales journals, daily or periodic summary reports, inventory and purchasing records, cash register or computer terminal tapes or reports, bank deposit slips, bank statements, cancelled checks, tax reports/returns filed with state or federal entities, discount or rebate/allowance agreements, records of refunds or voids, and joint venture or partnership agreements. Such right of examination shall include cooperation by Concessionaire personnel (including, but not limited to, cooperation in sending confirmations to Concessionaire’s suppliers or others, assisting City in obtaining from governmental entities official copies of tax reports/returns, and disclosing all bank or other accounts into which Gross Receipts/Revenues are deposited) as reasonably considered necessary by City, or its representative, to complete the audit/inspection. There may be no limitation in the scope of the audit, inspection or attestation that would hinder City in testing the accuracy and completeness of the reported Gross Receipts/Revenues. All such books, records, and agreements shall be kept for a minimum period of five (5) years after the close of each Agreement Year. Audits and inspections will be conducted at the Airport. However, if agreed to by City, the audit or inspection can be conducted at another location, in which event Concessionaire shall reimburse City for reasonable transportation, food and lodging costs associated with the audit or inspection, accrued in accordance with City’s Policy and Standard Procedure relating to travel expenses. Concessionaire shall allow City’s representatives to photocopy any records the representatives determine to be necessary to conduct and support the audit or inspection. Concessionaire shall provide City’s representatives with retrievals of computer-based record or transactions the representatives determine to be necessary to conduct the audit or inspection. Concessionaire shall not charge City for reasonable use of Concessionaire’s photocopy machine while conducting the audit or inspection, nor for any cost of retrieving, downloading to storage media and/or printing any records or transactions stored in magnetic, optical microform or other media. Concessionaire shall provide all records and retrievals requested within seven (7) days of the request. The Parties recognize that City will incur additional costs if records Concession Agreement - Working Draft Page 30 of 96 Draft Date: 2022-12-05 requested are not provided in a timely manner and that the amount of those costs is difficult to determine with certainty. Consequently, the Parties agree that City may assess liquidated damages in the amount of $100 per day for each record requested that is not received. Such damages may be assessed beginning on the eighth (8th) day following the date the request was made. Accrual of such damages will continue until specific performance is accomplished. If, because of any audit or inspection, it is established that Concessionaire owes additional rents, fees, or charges to City, Concessionaire will pay such additional rents, fees and charges and City may assess interest in accordance with Section 4.10. If it is established that Concessionaire underreported Gross Receipts/Revenues or underpaid fees related to Gross Receipts/Revenues by three percent (3%) or more for the period under consideration, the entire expense of the engagement may be billed to Concessionaire. Any additional payments due shall be paid, no later than Concessionaire’s next payment of the Guaranteed Rent, by Concessionaire to City. If it is established that Concessionaire underreported Gross Receipts/Revenues or underpaid fees related to Gross Receipts/Revenues by five percent (5%) or more for the period under consideration, City shall be entitled to terminate this Agreement for cause upon thirty (30) days’ written notice, regardless of whether the deficiency is paid. If because of any audit or inspection, it is established that Concessionaire has correctly reported or over reported Gross Receipts/Revenues or has paid fees related to Gross Receipts/Revenues equivalent to or greater than the sum due, City shall refund Concessionaire and the entire expense of the audit or inspection shall be paid by City. Concessionaire will include a provision providing City the same rights to initiate and perform audits, inspections, or attestations in any sub-concessionaire agreement that it enters and cause its sub-concessionaires to similarly include the statements in further sub-concessionaire agreements. Record Retention. The Concessionaire will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the Agreement, including, but not limited to, data, documents, reports, statistics, sub- agreements, leases, subcontracts, arrangements, other third-party agreements of any type, and supporting materials related to those records. Retention Period. The Concessionaire agrees to comply with the record retention requirements in accordance with 2 C.F.R. section 200.333. The Concessionaire shall maintain all books, records, accounts and reports required under this Agreement for a period of at not less than three (3) years after the date of termination or expiration of this Agreement, except in the event of litigation or settlement of claims arising from the performance of this Agreement, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. Access to Records. The Concessionaire agrees to provide sufficient access to City to inspect and audit records and information related to performance of this contract as reasonably may be required. Concession Agreement - Working Draft Page 31 of 96 Draft Date: 2022-12-05 Access to the Sites of Performance. The Concessionaire agrees to permit City access to the sites of performance under this Agreement as reasonably may be required. SECTION 4.17 SEVERE DECLINE IN ENPLANEMENTS A. Concession Space Rent Reduction/Suspension If at any time during the Term, there is a Severe Decline in Enplanements for Three Consecutive Months as compared to same time period in the previous year, then the Concession Space Rent shall be temporarily suspended (or may be reduced in proportion to the enplanement decline) as follows: 1. The Concession Space Rent reduction/suspension shall be effective on the first day of the month immediately following the Severe Decline in Enplanements for Three Consecutive Months. 2. During such Concession Space Rent reduction/suspension period, Concessionaire shall be required to pay the greater of the Percentage Rent or reduced Concession Space Rent, unless and until the Concession Space Rent is fully reinstated as provided below. On or before the 10th day of each month, Concessionaire will submit to City a Sales Report showing Concessionaire’s Gross Revenues achieved with respect to the prior month, together with the Percentage Rent calculated on such Gross Revenues, cumulated by Agreement Year. 3. If this Agreement provides that the Percentage Rent is based on a tiered gross revenue structure, for purposes of determining the Percentage Rent payable, the annual Gross Revenues shall continue to cumulate as provided in this Agreement. For example, if Concessionaire’s Agreement Year is November 1 through October 31, then for purposes of calculating Percentage Rent for April, all gross revenues achieved to date (from November 1 through April 30) will be cumulated. B. Concession Space Rent Reinstatement Once Enplanement Stabilization for Three Consecutive Months has been achieved, then the Concession Space Rent is reinstated, and will continue unless and until there is another Severe Decline in Enplanements for Three Consecutive Months, as follows: 1. Such Concession Space Rent reinstatement will be effective on the first day of the month following an Enplanement Stabilization for Three Consecutive Months. 2. In the event the Concession Space Rent is reinstated after the commencement of an Agreement Year or other period for annual gross revenue accumulation specified in this Agreement, the Concession Space Rent will be pro-rated accordingly. Concession Agreement - Working Draft Page 32 of 96 Draft Date: 2022-12-05 C.Determination of Total Enplanements and “True-Ups” The parties acknowledge that Total Enplanements for a particular month are not usually determined as of the first day of the following month. Accordingly, unless and until the Concession Space Rent is suspended as provided herein, Concessionaire shall continue to pay the Percentage Fee as and when required hereunder. When Concession Space Rent is later suspended pursuant to Section 4.17(A), then City shall issue a rent credit to reflect any resulting overpayment in rent. If and to the extent Concessionaire has any outstanding obligations to City hereunder, City may decline to issue such rent credit or reduce the rent credit by the amount outstanding. When the Concession Space Rent is reinstated, Concessionaire shall pay to City within five (5) days after City shall have given notice to Concessionaire of such reinstatement, the deficiency, if any, between the Percentage Rent paid by Concessionaire and the Concession Space Rent, for the month(s) following such reinstatement. D.Total Enplanement Determinations Director of Aviation or designee shall have the sole discretion as to the Total Enplanement calculations, and whether there exists a Severe Decline in Enplanements for Three Consecutive Months and/or an Enplanement Stabilization for Three Consecutive Months. E.No Effect The Concession Space Rent suspension shall have no effect on (i) any adjustments specified in this Agreement to be made to the Concession Space Rent; or (ii) the Deposit Amount. F.Effect of Default Notwithstanding anything to the contrary herein, in the event Concessionaire shall default under this Agreement or any other agreement, the Director of Aviation of designee may immediately reinstate the Concession Space Rent, without giving to Concessionaire the benefit of any notice or right to cure as may otherwise be provided under this Agreement or other agreement. G.Sub-Concessionaires Without limiting the provisions of Article XXV (Assignment and Subcontract) if Concessionaire subleases any portion of the Premises, Concessionaire shall offer to such sublessor(s) the same types of Concession Space Rent suspension as are provided herein. H.Example of Severe Decline in Enplanements Calculation For purposes of this Section, please refer to Exhibit I for an example of how the Severe Decline in Enplanements for Three Consecutive Months clause is calculated. Concession Agreement - Working Draft Page 33 of 96 Draft Date: 2022-12-05 ARTICLE V. PERMITTED USES SECTION 5.01 PERMITTED USE A. Uses The Premises shall be used by Concessionaire only for the purposes of performing the Concession, as further described in this Agreement and for such other uses as City may agree to in writing. Concessionaire recognizes that the specific limited use prescribed herein is a material consideration to City in order that the Airport will, in City’s sole discretion, maintain an appropriate concession mix to efficiently serve the traveling public and to produce the maximum Gross Sales possible for all Concessionaires. The Support Spaces shall be used by Concessionaire only for office and administrative purposes related to the operation of the Concession and the storage and preparation of products necessary for the operation of the Concession. No portion of the Premises shall be used to warehouse, stock, or store any goods, wares or merchandise not intended to be offered for sale at or from the Premises. B. Concession Locations Exhibit B, Permitted Uses, which is attached hereto and made a part hereof, sets forth the trade name for each Concession Location and a listing, by general category, of goods and services that Concessionaire is allowed to sell from each Concession Location. Such list of the Permitted Uses shall constitute a limitation of the goods and services, which may be sold at each Concession Location. Concessionaire’s Permitted Uses will be limited to its proposed and approved concepts and uses within the Food & Beverage and Retail, News & Convenience categories, as further described in Exhibit B. C. Permitted Products, Services and Prices No later than 30 days prior to the opening of a Concession Location, Concessionaire must submit to City, for its written approval, a listing, substantially consistent with Exhibit G and as requested by City, of the goods and services to be sold from the Concession Location. Such listing (hereinafter referred to as the Product Price List) must include the prices to be charged to the public for the goods and services. Once approved by City, the Product Price List for each Concession Location shall remain in effect through the first year of this Agreement. Concessionaire shall not add, delete, or sell any goods or services not included on the Product Price List, nor change the price of any good or service, without first receiving written approval from City, which approval shall not be unreasonably withheld or delayed. Written approval shall serve to modify the Product Price List without need for amendment of this Agreement. City may, at its discretion, require Concessionaire to add goods or services that are in public demand to the Product Price List for any Concession Location. Concession Agreement - Working Draft Page 34 of 96 Draft Date: 2022-12-05 Within ten (10) business days of a written request by City, Concessionaire shall provide a current Product Price List. SECTION 5.02 NON-EXCLUSIVE RIGHTS The rights granted herein for the performance of the Concession shall be non-exclusive. City may, at any time, award space (existing or newly created) to other parties who may have rights or may sell goods or products like those non-exclusively granted herein. City may, in its sole discretion, grant exclusive rights to other concessionaires to sell goods or services that Concessionaire is not authorized to sell, whether such agreements are awarded competitively or through negotiations and regardless of whether the terms of such agreements are favorable than the terms of this Agreement. In the event of a dispute between Concessionaire and any other party operating at the Airport as to the rights of the parties under their respective contracts, City shall determine the rights of each party and Concessionaire agrees to be bound by City’s decision. SECTION 5.03 RESTRICTIONS Nothing in this Section/Article will be construed as authorizing Concessionaire to conduct any business separate and apart from this Agreement or in areas at the Airport other than the Premises. All rights and privileges not specifically granted to Concessionaire for its use of and operations at the Airport pursuant to this Agreement are hereby reserved for and to City. SECTION 5.04 PERMITS AND LICENSES Concessionaire will obtain and maintain throughout the Term all permits, certificates, licenses, or other authorizations required in connection with the operation of the Concession. Copies of all required permits, certificates, licenses, or other authorizations will be appropriately displayed within the Premises and forwarded to City upon issuance and each renewal. In the event, City is required or has obtained any of the necessary permits, Concessionaire will reimburse City for any permit fees and associated costs in obtaining said permits. ARTICLE VI. OPERATIONS AND PERFORMANCE STANDARDS SECTION 6.01 CITY’S RIGHT TO MONITOR PERFORMANCE A. Performance Audits It is City’s intention that Concessionaire’s business be conducted in a manner to meet the needs of the Airport’s patrons and employees and in a manner that will reflect positively upon the Concessionaire and City. The Concessionaire shall equip, organize, and efficiently manage the Concession to provide exemplary service and products in a clean, attractive, and pleasant atmosphere. Concession Agreement - Working Draft Page 35 of 96 Draft Date: 2022-12-05 City in its sole discretion shall have the right to raise reasonable objections to the condition of the Premises, the quality and quantity of merchandise, the character of the service, the hours of operation, and/or the appearance and performance of service personnel, and to require any such conditions or practices objectionable to City to be promptly remedied by Concessionaire. If requested by Concessionaire, City shall submit its objections in writing and provide Concessionaire an opportunity to reply to the objections. Such reply will be given consideration by City. City reserves the right to conduct periodic performance audits of the Premises to assure that all the operational, safety and compliance standards of this Agreement are consistently performed by Concessionaire. Concessionaire acknowledges that performance audits will be conducted by City, or its representative, and hereby agrees to cooperate with all performance audits. 1.Performance audits may include minimum objective standards in any or all the areas of (i) product quality; (ii) customer service; and (iii) cleanliness and maintenance. If Concessionaire fails to meet minimum standards in any of these areas, City may, at its discretion, assess fines as set forth in the Tenant Handbook. City representatives may also take photographs as deemed necessary during inspection of premises. City representatives will make best efforts not to interfere with Concessionaire's business operation 2. To assure consistent adherence to performance standards throughout the Term, City will use the Agreement Year 12-month cycle in the recording of incidents of failure to meet standards. City reserves the right to assess fines for violations of performance standards as set forth in the Tenant Handbook. 3.If Concessionaire fails to address repeated violations and deficiencies in performance standards by either Concessionaire or any of its sub-lessee(s), City, at its sole discretion, reserves the right to trigger remedies available to City, which depending on the severity of the repeated violations and deficiencies may include the termination of this Agreement. B.Annual Review No later than 90 days after the end of the first full Agreement Year after the Premises Completion Date, and the end of each Agreement Year thereafter, in City’s sole discretion, Concessionaire and City may meet to review and evaluate the financial, customer service, and operational performance of each Concession Location. During the review, City may determine, in its sole discretion, that the performance of one or more of the Concession Locations is unsatisfactory if one or more of the following occurred during the prior Agreement Year: 1.Sales per Enplaned Passenger were less than seventy-five percent (75%) of the Projected Sales per Enplaned Passenger for the Concession Location, as set forth in Concessionaire’s response to REQUEST FOR PROPOSALS FOR FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE Concession Agreement - Working Draft Page 36 of 96 Draft Date: 2022-12-05 CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL (notwithstanding any incidence of Exceptional Circumstances/Severe Decline in Enplanements within the Agreement Year). 2.Sales per Enplaned Passenger were less than seventy-five percent (75%) of Sales per Enplaned Passenger for the same Concession Location during each of the two (2) preceding Agreement Years (notwithstanding any incidence of Severe Decline in Enplanements within the Agreement Year). 3.Scores on any secret shopper survey(s) conducted by City or its representative were less than seventy-five percent (75%) of the maximum achievable scores for the survey(s). 4.Scores on any operational survey(s) conducted by City or its representative were less than seventy-five percent (75%) of the maximum achievable scores for the survey(s). C.Remediation Plan If City determines, based on the performance criteria specified in this Section 6.01(B), that a Concession Location performed unsatisfactorily during the prior Agreement Year, City will provide written notice to Concessionaire. Within 30 days of receipt of such written notice, Concessionaire shall prepare and submit to City, for its approval, a Remediation Plan, as described below, to improve the performance of the Concession Location. The Remediation Plan shall include, but not be limited to, proposed remedial activities such as employee training, staffing changes, merchandise and service modifications, facility refurbishment and repair, and/or replacement of concept or brand. Upon approval by City, Concessionaire agrees to diligently implement the approved Remediation Plan and further agrees to submit to City monthly reports on the progress of such implementation. If the approved Remediation Plan includes the replacement of a concept or brand, then City and Concessionaire will enter good faith negotiations concerning a concept or replacement brand. If the concept or brand replacement is mutually agreed to, the reimbursement for Unamortized Investment and the Capital Investment required for the concept or brand substitution will be a component of the good faith negotiations. In the event City determines, after six (6) months of implementation of a Remediation Plan, the subject Concession Location is still performing in an unsatisfactory manner, City reserves the right to require Concessionaire to replace the underperforming concept or brand, if not already replaced by the Remediation Plan. Within 90 days of receipt of written notice from City requiring a replacement, Concessionaire shall submit to City a proposal for a brand or concept replacement plan. Such replacement plan shall include, but not be limited to, a detailed description of the brand or concept, capital expense required to re- brand, sales projections, and the specific timetable to replace the brand or concept. City, in its sole discretion, reserves the right to approve or deny the replacement plan and require Concessionaire to submit another replacement plan. Concession Agreement - Working Draft Page 37 of 96 Draft Date: 2022-12-05 SECTION 6.02 QUALITY OF PRODUCTS AND SERVICES Concessionaire shall ensure that all customers are provided the optimum quality of food, products and services, and Concessionaire shall keep in stock and have ready for sale at all times of operation, a sufficient supply and variety of food, beverage, articles, and goods offered for sale at each Concession Location, consistent with the Product Price List, to meet the demand of customers at the Airport. If City identifies any deficiencies with respect to the operations, including, without limitation, quality, variety, and quantity of goods or services offered, Concessionaire shall be notified in writing by City and shall correct, or cause to be corrected, such problem or problems within seven (7) days, unless City authorizes in writing a longer period. If Concessionaire fails to correct within seven (7) days after written notice is given by City, City may assess fines as described in the Tenant Handbook. Concessionaire shall develop and implement creative merchandising techniques and displays to optimize customer satisfaction and Gross Receipts/Revenues, including without limitation, food and beverage displays; retail merchandise displays; display cases; promotional displays; attractive and durable packaging; menu boards or table-top menus; and pictures of food and beverages or retail merchandise. Prices for all food and beverages, including alcoholic beverages, shall be prominently displayed on menus or menu boards and available to all customers. All food, beverages, retail merchandise and other items sold or kept for sale shall be of high quality and wholesome and must comply with and conform to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to Concessionaire or Concessionaire's operations and activities under this Agreement. Concessionaire’s printed or digital menus and/or price lists shall include the appropriate use of descriptive terminology that accurately and truthfully describes the food, beverages, services, or products being offered. City reserves the right to approve all merchandising displays. Concessionaire hereby affirms that City, in its sole discretion, has the absolute right to require that Concessionaire discontinue the sale of any product City deems unsatisfactory, distasteful, or inappropriate for any reason and to require Concessionaire to modify merchandising displays for any reason. If Concessionaire fails to comply with any such City request within one (1) day after written notice from City, City may assess fines as described in the Tenant Handbook. All franchise and/or license standards applicable to a Concession Location shall be met or exceeded. Copies of the franchise/license standards and performance audit forms shall be sent to City prior to the first day of business at such Concession Location. Concessionaire shall submit to City copies of all inspections conducted by the franchisor, licensor or mystery shopper service hired by the franchisor or licensor within ten (10) days of receipt by Concessionaire. Concession Agreement - Working Draft Page 38 of 96 Draft Date: 2022-12-05 All food and non-alcoholic beverages available for sale should be made available for customers to carry out if they so request. The containers and plasticware for carry out should be recyclable, made of sustainable materials, high quality, and substantial enough for the customer to take on an airplane. All carry out packaging must be approved by City for quality, usefulness, and durability. SECTION 6.03 PRICING A.Products & Pricing Concessionaire has caused to be attached hereto as Exhibit K a complete listing of all goods, menu items and/or services Concessionaire is allowed to sell from the Premises as well as the prices to be charged to the public. The execution of this Agreement constitutes acceptance by City of the merchandise, services, and pricing as reflected on the referenced exhibit. Prices must be visibly displayed to customers for all products. For merchandise with a pre-printed price affixed by the manufacturer or distributor, the selling price shall not exceed the pre-printed price. Concessionaire shall not add, delete or sell merchandise categories, menu items and/or services not reflected on the aforesaid exhibit without first receiving written approval from City, which shall not be unreasonably withheld or delayed. It is agreed that in the event of any conflict between Concessionaire and another Concessionaire as to specific items sold, City shall have the sole authority to resolve the conflict as it deems appropriate. B.Pricing Models Concessionaire shall comply with one or more of the pricing models listed below. The pricing model(s) applicable to this Agreement shall be selected by City and communicated to Concessionaire. 1.Airport Brands (concessions located exclusively at airports): Concessionaire shall price its products and services at or below the average price charged at other U.S. airports for the same product or service. To determine the average price charged for a product or service, Concessionaire shall use pricing from same-brand concessions at the three U.S. airports (other than FAT) most similar in passenger volume to FAT. 2.Franchise or Corporate-Owned Brands (concessions with same-brand “street- side” locations in the Fresno-Madera Metropolitan Statistical Area): Concessionaire shall price its products and services no more than ten (10) percent above the average price charged at other Fresno-Madera Metropolitan Statistical Area locations for the same product or service. To determine the average price charged for a product or service, Concessionaire shall use pricing from three same-brand locations in the Fresno-Madera Metropolitan Statistical Area. Concession Agreement - Working Draft Page 39 of 96 Draft Date: 2022-12-05 3.Custom Brands (concessions with no same-brand “street-side” locations in the Fresno-Madera Metropolitan Statistical Area): Concessionaire shall price its products and services no more than ten (10) percent above the average price charged at other Fresno-Madera Metropolitan Statistical Area locations, within five (5) miles of the Airport, selling similar products and services. To determine the average price charged for a product or service, Concessionaire shall use pricing from three locations selling similar products and services in the Fresno- Madera Metropolitan Statistical Area and within five (5) miles of the Airport. 4.Unique Brands (concessions with same-brand “street-side” locations; however, the locations are not comparable based on product offerings, pricing strategies, or other differences): Concessionaire shall price its products and services no more than ten (10) percent above the average price charged at other Fresno- Madera Metropolitan Statistical Area locations within five (5) miles of the Airport selling similar products and services. To determine the average price charged for a product or service, Concessionaire shall use pricing from three locations selling similar products and services within five (5) miles of the Airport in the Fresno-Madera Metropolitan Statistical Area. 5.Local Brands (concessions with same-brand locations only in California): Concessionaire shall price its products and services no more than ten (10) percent above the average price charged at other locations for the same product or service. To determine the average price charged for a product or service, Concessionaire shall use pricing from three same-brand locations in the Fresno- Madera Metropolitan Statistical Area; same-brand locations in California may be used to the extent that there are not enough locations in the Fresno-Madera Metropolitan Statistical Area. 6.Other Brands (concessions that, in the City’s opinion, do not meet one of the pricing models listed above): Concessionaire shall price its products and services using a pricing model separately stated and agreed to by City and Concessionaire. C.Pricing Policy Concessionaire agrees to the following provisions with respect to products and pricing: 1.Except as indicated in Section 6.03, paragraph B.1 (Airport Brands), institutional, event, sporting, and other non-“street-side” locations (e.g., schools, hospitals, airports, arenas, stadiums, amusement parks, convention centers, and hotels) may not be used to determine the average price charged for a product or service. 2.Upon receiving a Certificate of Occupancy, Concessionaire shall provide to City an updated list of products and services it proposes to sell, along with the proposed price for each item. Prior to completing any pricing model, Concessionaire shall submit to City a listing of potential comparable locations, products, and services to be approved by the Director or designee. Once a preapproved list is determined, if an established location no longer exists, Concessionaire may propose a Concession Agreement - Working Draft Page 40 of 96 Draft Date: 2022-12-05 replacement comparable location (as described for the applicable pricing model in Section 6.01, paragraph B) to be used to determine the average price charged for each listed product or service, along with the specific products and services that Concessionaire believes to be comparable. City shall have sole discretion to determine whether the replacement comparable location (as well as the particular products or services to be compared) are similar. City will review the replacement comparable location (and the products and services to be compared) and either approve them or direct Concessionaire to use other locations and/or products and services. 3. On (insert applicable calendar date) of each year thereafter, Concessionaire shall provide an updated products and services list with current prices. 4.City shall have sole discretion to determine what constitutes an individual product or service, including, for example, products or services sold in combination or bundled together. 5.City may grant exceptions(s) to the pricing provisions; however, any such exception or determination must be in writing and signed by Airport Director or designee. Under no circumstances shall Concessionaire be entitled to any such exception without the appropriate approval. 6.Concessionaire shall at all times and for all products and services sold comply with the applicable pricing model. City may at any time compel Concessionaire to, within two (2) business days, lower prices on specific items to bring them into compliance with Section 6.03, but nothing herein shall negate the general default and remedies provisions of this Agreement. 7.City may at its discretion require Concessionaire to submit documentation verifying compliance with the pricing requirements herein. For such evaluations, market basket pricing of the top three selling SKUs (based on revenue) per product category needing verification will be used; products and services price-controlled by MSRP shall not be included in the market basket. City may require Concessionaire to submit its price comparison using an automated process. If Concessionaire fails to submit said documentation of compliance within the time specified by City, or if documentation submitted is erroneous, Concessionaire may be charged Liquidated Damages per the Concessions Handbook. 8.At any time during the Term hereof City may make or cause to be made a survey of prices being charged for products and services offered by Concessionaire from the Premises hereunder. If the survey concludes that any prices being charged by Concessionaire on the Premises are not in accordance with the terms of this Agreement, Concessionaire may be charged Liquidated Damages per the Concessions Handbook. 9.Failure to comply with the provisions of Section 6.01 shall constitute a material default. If Concessionaire, after receiving notice to reduce prices and/or Concession Agreement - Working Draft Page 41 of 96 Draft Date: 2022-12-05 application of any penalty, is later found to have again violated the pricing policies within the same Agreement Year, City shall have the right to collect Liquidated Damages and/or terminate this Agreement for cause by giving thirty (30) days written notice. Failure of City to exercise its right to terminate this Agreement shall not constitute a waiver of City’s right to terminate at a later date for the same, similar or continued violation of the pricing policies. D.Policy Adherence Failure to comply with the provisions of Section 6.03 shall constitute a material default. If Concessionaire, after receiving notice to reduce prices and/or application of any penalty, is later found to have again violated the pricing policies within the same Agreement Year, City shall have the right to collect Liquidated Damages per the Concessions Handbook and/or terminate this Agreement for cause by giving thirty (30) days written notice. Failure of City to exercise its right to terminate this Agreement shall not constitute a waiver of the City's right to terminate at a later date for the same, similar or continued violation of the pricing policies. E.Airport Employee Discount Concessionaire shall offer a minimum ten percent (10%) discount on all food & beverage, retail, passenger services, and non-alcoholic beverages purchased by Airport employees and employees of airlines operating at Airport who have been issued (and show at the time the discount is requested) appropriate identification badges. The discount shall be based on Concessionaire’s normal non-sale or non- promotional prices. No discount shall be given on value meals, as well as food and non-alcoholic beverages with a manufacturer pre-printed price. SECTION 6.04 HOURS OF OPERATION A.Store Hours Concessionaire shall ensure that each Concession Location is open for business without interruption from not less than one (1) hour before the first scheduled departure each day to thirty (30) minutes after the last departure of the day and is providing all goods and services as required by this Agreement. City may, in its sole discretion, require store hours to change during the Term. Concessionaire hereby acknowledges and agrees to operate the Concession Locations as required which, if requested by City, may be twenty- four (24) hours per day seven (7) days per week, including all holidays. Concessionaire may request changes to Store Hours after six (6) full months of operations under this Agreement. City may, in its sole discretion, approve or deny such requested changes. B.Extension of Store Hours Concessionaire agrees to remain open beyond store hours for certain events including, but not limited to, the following: Concession Agreement - Working Draft Page 42 of 96 Draft Date: 2022-12-05 1.In the event of a delayed flight in the Terminal in which any Concession Location(s) is located, Concessionaire shall remain continuously open and provide all goods and services as required by this Agreement beyond the then current store hours for the Concession Location(s) in the affected Terminal and until the delayed flight departs the gate or City otherwise instructs. 2.In the event of an emergency, as determined by City, Concessionaire shall remain continuously open and provide all goods and services as required by this Agreement for the Concession Locations beyond the then current Store Hours as instructed by City. C.Failure to Open Failing to open for business within thirty (30) minutes of the required opening time or closing more than thirty (30) minutes early, shall constitute a violation of this Section for which City may collect liquidated damages as set forth in this Agreement. D.Posted Hours The Concessionaire will prominently post store hours in a professional manner for each Concession Location at the Concession Location and in a format approved by City. SECTION 6.05 PERSONNEL A.Staffing Concessionaire shall hire, train, supervise, and deploy a sufficient number of personnel to service customers in a timely and efficient manner and to properly meet Concessionaire’s obligations herein. If replacing an existing concession, the new concessionaire shall make every effort to hire and train the previous concession employees subject to the concessionaire hiring policies and procedures. Concessionaire shall closely monitor personnel to ensure first class service to customers in compliance with this Agreement. The satisfactory performance of the obligation hereunder shall be determined in the sole discretion of City. Concessionaire shall take all proper steps to discipline personnel who participate in acts of misconduct on or about the Premises. B.General Manager Concessionaire shall appoint a General Manager to oversee and manage the performance of the Concession and represent and act on behalf of Concessionaire. The General Manager shall have full authority to make day-to-day business decisions on behalf of Concessionaire with respect to the Concession including, but not limited to, authority to control the conduct and demeanor of Concessionaire’s personnel. The General Manager shall represent the Concessionaire in dealings with City and shall Concession Agreement - Working Draft Page 43 of 96 Draft Date: 2022-12-05 coordinate all concession activities with City. The General Manager shall be assigned to an office at the Airport and shall be available during City’s regular business hours. The General Manager shall designate a qualified, competent, and experienced subordinate to be in charge and available during its absence during Concessionaire’s regular operating hours. C. Additional Personnel Requirements In addition to the personnel requirements set forth herein, Concessionaire shall ensure that all personnel engaged in the operation of the Concession shall comply with and conform to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to Concessionaire or Concessionaire's operations and activities under this Agreement. D. Compliance with Immigration Law Concessionaire shall employ only individuals who are in compliance with any and all current laws and regulations of the U. S. Immigration and Naturalization Service. E. City’s Right to Object City shall have the right to object to the demeanor, conduct, and appearance of any personnel of Concessionaire or any of its invitees or those doing business with it. Immediately upon notice of objection by City, Concessionaire shall take all steps necessary to remedy the cause of the objection. If requested by Concessionaire, City shall present its objections in writing and provide Concessionaire the opportunity to reply to the objections and such reply will be given consideration by City. SECTION 6.06 DELIVERY OF GOODS 1. The General Manager (as defined in Section 6.05(B)) will make deliveries to Concession Locations and Concessionaire’s Support Spaces as stated below. Concessionaire shall transport inventory among Concession Locations and Support Spaces in the same building at such times and by such routes stated below. Concessionaire shall make every effort to avoid using the Common Areas for large quantity deliveries during peak periods. Concessionaire shall be responsible for the return of all pallets, storage containers and other equipment belonging to its suppliers to locations designated for return by the General Manager. 2. Delivery Locations: All deliveries shall be made through the loading dock at the front of the Airport Terminal Security Identification Display Area (SIDA). All deliveries must be broken down in the adjacent Support Space and then transported to the appropriate Concession Locations. 3. Concessionaire shall use only carts or conveyances for transporting goods that are sealed, leak-proof, and equipped with pneumatic wheels suitable for operating Concession Agreement - Working Draft Page 44 of 96 Draft Date: 2022-12-05 on carpet or other flooring without damage thereto, and which are approved by City. Additionally, Concessionaire shall have at a minimum one (1) vehicle dedicated to the Airport that is capable of moving products and disposing of large items. The vehicle must be affixed with the company logo and a blinking beacon for airfield driving purposes. SECTION 6.07 BADGING AND SECURITY REQUIREMENTS All employees and staff will be required to pass a TSA mandated security background check and attend various training classes. All employees and staff must adhere to all security rules and regulations and be properly badged at all times. All concession employees and staff will be required to wear an easily identifiable uniform representing its trade name, and otherwise in compliance with Fresno Yosemite International Airport requirements, at all times. Concessionaire must conduct pre-employment background checks on each of its employees assigned to work under this Agreement prior to any employee being assigned to work at Fresno Yosemite International Airport. Concessionaire shall be responsible for the cost of the pre-employment background check. At a minimum, the pre-employment background check for each of Concessionaire's employees must include: i.Prior employment reference checks; ii.Both felony and misdemeanor criminal records checks for each location at which the prospective employee has resided during the past seven (7) years: iii.Driving records checks for all employees operating vehicles in the performance of the work under this Contract. Concessionaire must provide the City with the background check findings upon request. The City requires Concessionaire’s employees who work at Fresno Yosemite International Airport included under the terms of this Agreement to undergo additional background checks, including a Department of Motor Vehicles - DDL check, Department of Justice - Bureau of Criminal Identification (BCID) fingerprint check, Customs and Boarder Protection (CBP) check, and a FBI fingerprint check; such services, however, will be performed at no cost to Concessionaire. The City’s Badging Application and list of disqualifying crimes is included in this Agreement as Exhibit H. The Concessionaire's employees shall be subject to and shall at all times conform to the City's security rules and requirements and shall cooperate with City Police and Security personnel. Any violations or disregard of these rules may be cause for denial of access to the City of Fresno's property. All of Concessionaire's personnel must undergo an identification procedure by the City prior to beginning the work. Concessionaire's employees will be issued Airport security badges which must be visibly worn above the belt at all times during performance of the work. Concessionaire shall be responsible for all costs relating to the preparation of Concession Agreement - Working Draft Page 45 of 96 Draft Date: 2022-12-05 identification badges for each employee. Concessionaire shall be billed by the City at the applicable rate (currently $63.75 for each new badge with prints and $25.00 for each lost badge). Lunch boxes, thermos bottles and other personal packages may be subject to Police or Security inspection upon entering and leaving Fresno Yosemite International Airport’s premises. Concessionaire's employees must remain in their assigned work areas, except when taking an authorized break in a designated break area. Concessionaire's employees admitted to the City's property (i.e., Fresno Yosemite International Airport) must conduct themselves in an orderly and safe manner. Fighting or engaging in horseplay, being under the influence of alcohol or drugs or bringing alcohol or drugs onto the City's property, gambling, soliciting, stealing, taking pictures or bringing cameras or other photographic devices anywhere on City property, and any immoral or otherwise undesirable conduct will not be permitted. Firearms, weapons and/or explosives may not be brought onto the City's property (i.e., Fresno Yosemite International Airport). The operation of the Concessionaire's vehicles or private vehicles by Concessionaire's employees on the City's property (i.e., Fresno Yosemite International Airport’s premises) shall conform to posted regulations and safe driving practices. Aisles, passageways, alleyways, driveways, entrances or exits and access to fire protection equipment must be kept unobstructed at all times. Concessionaire shall maintain clearance space around all electrical and mechanical panels and equipment as required by applicable City codes. Concessionaire must take adequate measures to reasonably ensure the confidentiality of records, information and persons observed at City facilities (i.e., Fresno Yosemite International Airport). All employees must be trained by the Concessionaire regarding the rules and use of badge prior to assignment at Fresno Yosemite International Airport, and refresher training provided every year. Concessionaire shall establish and maintain a comprehensive drug screening and monitoring program for all assigned employees. This program must include, at minimum: A.Mandatory pre-employment drug and substance abuse testing; B.A program of continuous observation and verification whenever employee substance abuse is suspected. This program should be consistent with all aspects of the City of Fresno's Policy on Drug and Substance Abuse (Administrative Order 2-25 of December 15, 2015; revised September 13, 2019) hereto attached as Appendix O, including specific guidelines on: a.The need for drug and alcohol testing; b.The circumstances under which testing may be required; Concession Agreement - Working Draft Page 46 of 96 Draft Date: 2022-12-05 c. The procedure for confirming an initial positive drug test result; d. The consequences of refusing to undergo a drug and alcohol test; e. Drug testing procedures and interpretive guidelines for positive/negative results (by substance); f. Concessionaire employee training as part of a Drug Free Awareness Program; g. Supervisory training in identification of drug and alcohol abuse which constitutes reasonable cause for drug testing; C. The availability of employee counseling for drug or alcohol abuse. This program will include mandatory pre-employment drug testing, as well as system of continuous observation and verification whenever employee substance abuse is suspected. SECTION 6.08 EMPLOYEE PARKING Concessionaire employees working at the Terminal Building shall have the right to the use of vehicular parking facilities in common with other employees. Such facilities shall be located in an area designated by City. City reserves the right to assess a reasonable charge to recover the costs of providing such space to such Concessionaire employees, in common with other Airport/tenant employees, for such parking facilities. Concessionaires are encouraged to incentivize employees to utilize alternative, more environmentally friendly modes of transportation including mass transit, ride sharing, etc. SECTION 6.09 POINT OF SALE (POS) TERMINALS Concessionaire must install a Point of Sale (POS) Terminal(s) to accurately record all business transactions occurring in each Concession Location for accounting, reporting, and auditing purposes as set forth herein. All POS Terminals used at the Airport must have at a minimum, the following features: 1. Multiple segregated category addresses to allow for accurate and complete reporting of Gross Receipts/Revenues by various goods and services categories. 2. The capability of recording transactions by sequential control number to an audit tape or computer file. 3. Mobile POS payment capabilities or other similar electronic devices. 4. The capability of recording any discounts that are applied to a transaction. 5. The capability of printing a transaction history to tape or computer file by category of goods or services, time of day, day, month, and year by category. 6. The capability of printing customer receipts showing the transaction amount, the amount tendered, the amount of change due to the customer, and the time and date of the transaction. Additionally, the customer receipt must show Concessionaire’s contact information including name, phone number and email address for any customer concerns, complaints, or questions. 7. A fee display of sufficient size and legibility that is placed in a location visible to the customer during a transaction. Concession Agreement - Working Draft Page 47 of 96 Draft Date: 2022-12-05 8.A secure transaction audit tape or ASCII transaction file on a removable storage device. 9.Such terminal will be non-re-settable. 10. The capability to capture passenger data and flight scanning boarding card on every transaction. This passenger/flight data should be associated/added to a transaction record. 11. The capability to capture basic survey information from passengers (i.e., measuring customer satisfaction from 1 to 5). This information should be associated/added to a transaction record. 12. The capability to generate log file for audit purposes including transaction creation, delete or modification. This log entry should be controlled by a sequential control number. 13. Concessionaire will ensure that POS terminals comply at all times with the requirements set forth within this Agreement and, if necessary to allow for a customer experience that meets or exceeds good industry practice and the customer service standards set forth in this Agreement, and that they are refreshed and modernized whenever refurbishments are required under this Agreement. 14. Concessionaire has confirmed in the Concessionaire’s Response that it will meet the criteria specified herein. Failure to comply will become apparent through City not receiving all the required data and through the financial audits. City shall have the right to: (a) examine during business hours the totals of any POS used on the Premises and to inspect such POS for compliance with this Section; (b) implement an hourly or daily reporting system with which Concessionaire shall comply; and (c) implement a common-use POS, in which event, Concessionaire must, at its cost, purchase and install the necessary equipment, train its employees, and thereafter use, such equipment to take part in such system. Additionally, Concessionaire shall ensure a capability within its mobile POS for the installation of Airport and Airport partner applications that can be integrated with Tenant’s POS to exchange data and make possible future opportunities to support passengers and airlines with vouchers, coupons, and other mutually beneficial marketing programs. SECTION 6.10 CASH HANDLING AND CREDIT CARD REQUIREMENTS Concessionaire shall always observe cash-handling and record-handling procedures in accordance with sound accounting and financial control practices and as necessary to provide timely and accurate reports to City. City may at any time during the Term request a copy of these procedures. City shall have the right to monitor and test all of Concessionaire’s procedures and controls and require Concessionaire to make changes to its procedures. Concessionaire must accept, but is not limited to, the following cash and non-cash payment options: US currency and at least three (3) major accepted credit cards. Concessionaire may also accept electronic payment options. Concessionaire shall always comply with the most recent payment card industry data security standard requirements. No minimum credit card or debit card purchase amount Concession Agreement - Working Draft Page 48 of 96 Draft Date: 2022-12-05 or charge for credit card purchases is allowed. Concessionaire’s Independent CPA must yearly certify Concessionaire’s operations are compliant with Payment Card Industry Data Security Standards. City reserves the right to receive reports required by the Payment Card Industry Security Standards Council. Concessionaire must report any breach of its payment card industry data to the City within 24 hours of its finding of the breach. SECTION 6.11 ADVERTISED SALES OR PROMOTIONS Concessionaire is required to participate in all advertised sales or promotions, by whatever media outlet, conducted by its parent corporation, its franchisor, or its selected operating brands. Concessionaire is not permitted to (a) use or permit the use of the Premises for the conduct of an outlet store or a second-hand store; or (b) advertise any distress, fire, bankruptcy, liquidation, relocation, closing, closeouts of goods or services or going-out-of-business sales. Concessionaire must make every reasonable effort to ensure that all corporate advertisements that list multiple locations will list the Airport as a participating location of the promotion or sales. If participation in a sale or promotion harms Concessionaire, Concessionaire may request, in advance of the sale or promotion, in writing to City to be exempted from participation. Concessionaire may not advertise in the Airport, except with City’s advertising Concessionaire who sells advertising at the Airport. Permission will not be granted to Concessionaire for any other advertising at the Airport. Concessionaire shall not use nor permit Premises to be used as a medium for third party paid advertising, including sponsorships or any advertising material, sign, fixture, or equipment, whether paid for in- kind, by cash, or by credit. Concessionaire shall not use any advertising or promotional medium that may be seen, heard, or otherwise experienced outside the Premises (such as searchlights, barkers, or loudspeakers); distribute handbills or circulars to Airport patrons or to cars in the parking lots, or engage in any other advertising in the Airport; or engage in any activity on the Airport outside the Premises for the recruitment or solicitation of business. SECTION 6.12 COMPLAINTS All customer complaints, written or oral, received directly or referred to Concessionaire by City must be responded to by Concessionaire within 48 hours of notice. Concessionaire shall make a good-faith attempt to explain, resolve or rectify the cause of the complaint. A written copy of Concessionaire’s response shall be delivered to City within the 48-hour period. If City establishes a toll-free customer complaint telephone number or online submission form for customer complaints, Concessionaire shall be required to participate and shall respond to complaints immediately. All other issues regarding the quality of service and/or prices raised on City’s own initiative may be submitted to Concessionaire for response, which response shall be provided by Concessionaire to the Airport Director within 48 hours. Concession Agreement - Working Draft Page 49 of 96 Draft Date: 2022-12-05 SECTION 6.13 OPERATING PROCEDURES AND STANDARDS A. City Requirements. The occupancy and use by Concessionaire of the Premises and the rights herein conferred upon Concessionaire shall be conditioned upon and subject to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to Concessionaire or Concessionaire's operations and activities under this Agreement as are now or may hereafter be prescribed by City through the lawful exercise of its powers. Concessionaire covenants to operate the Concession in accordance with the Tenant Handbook. B. Health and Safety Standards. Concessionaire shall comply with all health and sanitary regulations adopted by City, State of California, and any other governmental authority with jurisdiction. Concessionaire shall give access for inspection purposes to any duly authorized representatives of all such governing bodies. Concessionaire shall provide City with copies of all inspection reports by other health and sanitary governing bodies within 48 hours of receipt. This paragraph does not require Concessionaire to waive any applicable attorney-client or attorney work product privileges. C. Sustainability. City is committed to incorporating sustainable practices into all aspects of Airport operations. Concessionaire shall operate in a manner consistent with any current or future sustainability policies and participate in any sustainability programs outlined in this Agreement at its own cost and expense. D. Additional Compliance. Concessionaire shall comply with all applicable governmental laws, ordinances, regulations, codes and permits in the conduct of its operations under this Agreement including, but not limited to, TSA regulations regarding products or procedures. E. Concessionaire’s Standards. Concessionaire shall submit to City a copy of its standards, plans and manuals for customer service and operation, at least thirty (30) days prior to Commencement Date, and as updated during the Term. Concessionaire shall ensure continuous adherence to Concessionaire’s own standards in addition to other standards as set forth herein. SECTION 6.14 COMPREHENSIVE MANAGEMENT OPERATIONS PLAN AND MANUAL Concessionaire shall, within thirty (30) days of the effective date of this Agreement, prepare and submit to Director or designee for approval a Comprehensive Management Operations Plan and Manual (Operations Manual) for meeting Concessionaire's responsibilities under this Agreement, to include performance targets, goals and measures. Concessionaire shall maintain such Operations Manual during the Term of this Agreement and any extensions thereof pursuant to the following conditions: A. The Operations Manual shall include, but not be limited to, an identification of each of Concessionaire's performance responsibilities as set forth by this Agreement, Concession Agreement - Working Draft Page 50 of 96 Draft Date: 2022-12-05 and an identification of Concessionaire's other legal obligations, pursuant to applicable provisions of law and relevant to Concessionaire's performance at the Airport under this Agreement. B. The Operations Manual shall further include a comprehensive summary of the means, methods, procedures, and controls which Concessionaire will employ to satisfy its contractual obligations to City, as set forth in this Agreement, and to satisfy Concessionaire's other legal obligations, pursuant to applicable provisions of law and relevant to Concessionaire's performance at the Airport under this Agreement. C. The Operations Manual shall specifically include safety and emergency action plans for the employees of the Concessionaire’s facilities. D. This Agreement shall take precedence over the Operations Manual where any provision or interpretation of the Operations Manual is in any way inconsistent with the terms of this Agreement. E. Concessionaire shall review the Operations Manual frequently and thoroughly for needed revisions in response to changing conditions or for operational improvements. Concessionaire shall revise the Operations Manual periodically, as necessary, to reflect current operating procedures as approved by Director or designee. Revisions of the Operations Manual must be approved in writing by Director or designee prior to implementation by Concessionaire. F. Concessionaire shall incorporate and issue any revisions to the Operations Manual as Director or designee may specify to Concessionaire from time to time in writing. Should Concessionaire consider any such revisions to be in conflict with the terms of this Agreement, Concessionaire shall promptly inform Director or designee in writing of the potential conflict. Concessionaire agrees that in such event, the instructions of Director or designee shall be implemented for a minimum of ten (10) business days while awaiting a response and resolution from Director or designee unless such action would hazard the health or safety of the public or of Concessionaire’s employees, or result in Concessionaire’s violation of applicable laws or ordinances. In such case Concessionaire shall include such notification of potential hazard or violation of the law when initially informing Director or designee of the conflict or as soon as it is determined that such potential may exist. G. Concessionaire shall ensure that a current, complete, and correct copy of the Operations Manual is continuously maintained on file with Director or designee. H. Copies of the Operations Manual shall be kept constantly available on-site by Concessionaire for Concessionaire and City's reference and use, and shall be accessible to Concessionaire's employees during the Term of this Agreement, and any extensions thereof. To the extent that portions of the Manual might compromise revenue control or relate to other sensitive matters, such portions may Concession Agreement - Working Draft Page 51 of 96 Draft Date: 2022-12-05 be withheld from copies provided for general use of employees. The specific material to be withheld from copies provided for general employee use shall be submitted for approval by Director or designee prior to issue of those copies. I.Concessionaire shall conform all issued copies of the Operations Manual, including any revisions, with the exception of the withholding of material (related to revenue control or other sensitive areas) from copies provided for general employee use, as previously described in this Section. SECTION 6.15 CLEANING AND ROUTINE MAINTENANCE A.General Obligations Concessionaire shall ensure that the Concession is maintained and operated in an optimal manner and that the Premises are kept in a safe, clean, orderly, and inviting condition always in a manner satisfactory to City. To comply with these requirements, Concessionaire must regularly review or cause to be reviewed the Premises and its operations at the Airport. B.Preventive and Routine Cleaning and Maintenance Program Concessionaire shall be responsible for preventive and routine cleaning and maintenance of all assets within the Premises, whether built by Concessionaire or City, from the commencement date through the expiration of the Term. No less than thirty (30) days prior to the opening of any portion of the Premises, Concessionaire shall establish a preventive and routine cleaning and maintenance program for the Premises, including but not limited to the list of items below. This maintenance program must meet or exceed the cleaning and maintenance requirements of the manufacture's equipment manuals a copy of which shall be provided at the request of the airport within ten (10) business day of the request. The provisions of the program shall be subject to the initial written approval of and periodic review by City. Upon request by City, Concessionaire shall provide City a written schedule of Concessionaire’s cleaning and maintenance program. For Concessions with terms greater than five (5) years and or extended or held over, in the fifth year of operation, the concessionaire agrees to hire a third-party cleaning company and conduct a full-store cleaning either during the overnight hours or close the store for 24 hours during the lowest passenger period of the year, as outlined in the Tenant Handbook. The extent of the cleaning and certification of the cleaning must be provided and agreed to in writing by City. 1.Janitorial Service. Concessionaire, at its own cost and expense in all Concession Spaces and Support Space locations. Concessionaire shall ensure that the Premises and the Common Use Areas adjacent to the Premises are kept clean and free from all rubbish and refuse. 2.Pest Control. Concessionaire, at its own cost and expense, is responsible for pest control within the Premises. Concessionaire will contract with a professional pest control service to provide pest control services on a regular Concession Agreement - Working Draft Page 52 of 96 Draft Date: 2022-12-05 basis and at any other times as needed. Concessionaire will coordinate its pest control service with third parties as directed by City. Upon request, Concessionaire must furnish City a copy of its pest control contract, monthly service schedule, and monthly service reports. Concessionaire agrees to coordinate with City and other concessionaires to provide the most effective pest control services for the Airport. City, in its sole discretion, may elect to provide or contract for pest control services on Concessionaire’s behalf. If City elects to provide or contract for pest control services on Concessionaire’s behalf, Concessionaire covenants to pay its share of the cost of such services, in an amount determined by City. In such cases, Concessionaire must cooperate with City’s chosen pest control contractor. 3. Plumbing. Concessionaire, at its own cost and expense, shall provide routine plumbing services for the Premises in accordance with the Tenant Handbook. Concessionaire shall ensure that activities within the Premises do not damage or harm the central water, plumbing, and sewer infrastructure at the Airport. Concessionaire shall properly maintain all water hook-ups within the Premises. Concessionaire must furnish City a copy of its plumbing contract, monthly service schedule, and monthly service reports, as directed by City. Concessionaire agrees to coordinate with City and other concessionaires to provide the most effective plumbing services for the Airport. Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. City, in its sole discretion, may elect to provide or contract for plumbing services on Concessionaire’s behalf. If City elects to provide or contract for plumbing services on Concessionaire’s behalf, Concessionaire covenants to pay its share of the cost of such services, in an amount determined by City. In such cases, Concessionaire must cooperate with City’s chosen plumbing Contractor. The plumbing facilities within the Premises and elsewhere in the Airport shall not be used for any purpose other than for the purposes for which they were constructed, and no foreign substance of any kind shall be thrown therein. The expense to repair any breakage, stoppage, or damage resulting from a violation of this paragraph, wherever the breakage, stoppage or damage occurs, shall be charged by City to Concessionaire, regardless of the cause. 4. Electricity. Concessionaire, at its own cost and expense, shall install and maintain an electric meter and a gas meter for each Concessions Location in accordance with the Tenant Handbook. Concessionaire, at its own cost and expense, shall install and maintain all power circuits and connections required for equipment and mechanical systems used within the Premises. Concessionaire shall ensure that activities within the Premises do not damage or harm the central electricity or natural gas infrastructure at the Airport. Concession Agreement - Working Draft Page 53 of 96 Draft Date: 2022-12-05 Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. 5.HVAC. Concessionaire, at its own cost and expense, shall install and maintain any ductwork and other HVAC connections for the Premises in accordance with the Tenant Handbook. Should the concessionaire add equipment to the Concession Space which increases heat in the space beyond the design of the central HVAC system of the airport, Concessionaire is required to add HVAC to accommodate the change in condition at their own expense. Concessionaire agrees to properly maintain the ductwork and other connections within the Premises. Concessionaire shall ensure that activities within the Premises do not damage or harm the central HVAC infrastructure at the Airport. Subject to conditions beyond its control, City shall maintain under normal conditions a temperature adequate for comfortable occupancy according to the season; provided, that Concessionaire properly maintains the ductwork and other connections within or leading into the Premises and complies with the recommendations of City regarding reasonable occupancy and use of the Premises. Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. 6.Grease Removal Systems. If Concessionaire installs grease removal systems in addition to those provided and maintained by City and used only by Concessionaire, Concessionaire shall, at its own expense, regularly, but not less than four (4) times per year, check and clean its grease removal systems, whether located within the Premises or elsewhere in the Airport. Concessionaire agrees to properly maintain all installed grease removal systems within the Premises. Concessionaire must maintain the grease traps in accordance with the manufacturer's specifications to allow for the optimal efficiency in removing fats, oils, and grease from the waste stream before it enters the systems provided by City. Concessionaire must also maintain its used cooking oil/liquefied grease collection systems in accordance with the manufacturer's specifications to allow for optimum efficiency in the recovery, transfer, containment, and collection of used cooking oil/liquefied grease suitable for reclaim. Concessionaire shall ensure that activities within the Premises do not damage or harm the central grease removal infrastructure at the Airport. Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. 7.Trash, Waste, and Refuse. Concessionaire, at its own cost and expense, shall comply with any Airport-wide waste diversion programs, including but not limited to recycling, composting, or any future programs for removal and disposal of all trash, waste and other refuse caused because of performance of this Agreement. Concessionaire shall use designated locations, containers and transport routes for trash, waste and refuse removal and disposal as set forth in the Tenant Handbook. Concessionaire may not place or leave or permit to be placed or left in or upon any part of the common areas or corridors adjacent to the Premises any trash, waste, or refuse. Concessionaire shall Concession Agreement - Working Draft Page 54 of 96 Draft Date: 2022-12-05 ensure that storage, transportation, and disposal of all trash, waste, and other refuse does not damage or harm any structures or infrastructure at the Airport. 8. Lighting. Concessionaire, at its own costs and expense, shall install and maintain all lighting fixtures and wiring for general illumination of the Premises in accordance with the Tenant Handbook. Concessionaire agrees to properly maintain the lighting fixtures wiring used for general illumination within the Premises. Concessionaire shall ensure that activities within the Premises do not damage or harm the central electricity infrastructure at the Airport. Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. C. Routine Refurbishment On or about the commencement of each Agreement Year, representatives of City and Concessionaire shall tour the Premises and jointly agree upon what, if any, routine refurbishment is required to maintain the Premises in optimal condition. Concessionaire shall promptly undertake such refurbishment at its sole cost and expense. If Concessionaire and City cannot jointly agree upon the type and extent of routine refurbishment, City may determine, in its sole discretion, the routine refurbishment required for that Agreement Year. For purposes of this only, “routine refurbishment” shall mean the routine repainting or redecoration of public areas within the Premises, including, but not limited to, the replacement or repair of worn carpet, tile, furniture, furnishings, fixtures or finishes. All Trade Fixtures, Leasehold Improvements, and furnishings that become worn, chipped, dented, or gouged, shall be repaired, or replaced by Concessionaire at Concessionaire's sole expense. The failure to timely undertake required refurbishment shall be grounds for the imposition of liquidated damages as provided in Article VII. D. Maintenance Personnel and Program Concessionaire covenants to employ or contract with sufficient personnel and provide necessary equipment to keep the Premises and all furniture, furnishings, fixtures, and equipment clean, neat, safe, sanitary, and in good working order and condition always pursuant to the maintenance requirements of this Agreement. E. City Sole Judge of Maintenance City shall be the sole and absolute judge of the quality of Concessionaire’s maintenance of the Premises. City or its representative may at any time, without notice, enter the Premises to determine if maintenance satisfactory to City is being performed. Performance by Concessionaire of maintenance pursuant to a written maintenance plan previously approved by City shall be conclusive evidence of satisfactory maintenance unless City determines that there is a present danger or safety hazard within the Premises. If City determines that maintenance is not satisfactory, City shall notify Concessionaire in writing. Concessionaire will perform the required maintenance, to City’s satisfaction, within fifteen (15) days after receipt of written notice or City or its Concession Agreement - Working Draft Page 55 of 96 Draft Date: 2022-12-05 representative shall have the right to enter upon the Premises and perform the maintenance. However, where unsatisfactory maintenance threatens the safety, health, or welfare of the traveling public and/or Airport’s facilities, Concessionaire shall immediately perform the maintenance. Where City or its representative performs maintenance, Concessionaire agrees to promptly reimburse City for the cost thereof, plus an administrative fee of fifteen percent (15%) of the maintenance costs without prior quote. F. Emergency Repairs In the event of an emergency repair is required, Concessionaire shall notify City of the repair situation as soon as possible. Following such notice, City may inspect the repair work and require alterations if the repair is not satisfactory to City. In the event of an after- hours emergency repair, Concessionaire agrees City shall have the right to enter any affected portion of the Premises and preform the emergency repair. Concessionaire covenants to promptly pay to City the costs associated with any after-hours emergency repair. All emergency repairs requiring shutdown of any Airport system or utility require prior written approval of City. If any emergency repair affects other tenants at Airport, City may, at in its sole discretion, fix the problem immediately and invoice Concessionaire. Concessionaire covenants to promptly pay to City any proportional costs of emergency repairs completed by City, which Concessionaire may have contributed to the cause of the incident. SECTION 6.16 COMMON MAINTENANCE City shall be responsible for common maintenance of the following central systems located throughout Airport, except for assets, connections, or systems located within the Premises. Concessionaire waives all claims against City for performance of common maintenance at Airport. A. Electricity Systems City will furnish normal and reasonable quantities of electricity and gas to the Premises. Concessionaire covenants to pay to City, Concessionaire’s share of the costs of such cleaning, maintenance, and repair, in an amount determined by City. City will clean, maintain, and repair, for the benefit of Concessionaire, central electricity, and natural gas systems at Airport. B. HVAC Systems City will furnish normal and reasonable quantities of central air from the central HVAC system at Airport to the Premises and all necessary power and electricity for such central air circulation. City will maintain under normal conditions a temperature adequate for comfortable occupancy according to the season. City will clean, maintain, and repair, for the benefit of Concessionaire, central HVAC infrastructure and systems at Airport. Concessionaire covenants to pay to City Concessionaire’s share of the costs of such cleaning, maintenance, and repair, in an amount determined by City. Concession Agreement - Working Draft Page 56 of 96 Draft Date: 2022-12-05 C.Life Safety Systems City will maintain and repair, for the benefit of Concessionaire, life safety systems at Airport. Concessionaire covenants to pay to City Concessionaire’s share of the costs of such maintenance and repair, in an amount determined by City. D.Sanitary Sewer System City will furnish water from the central water source to the Premises in reasonable quantities; provided that Concessionaire must comply with all water conservation programs in effect or as adopted. City will clean, maintain, and repair, for the benefit of Concessionaire, central water, plumbing, and sewer infrastructure and systems at Airport. Concessionaire covenants to pay to City, Concessionaire’s share of the costs of such cleaning, maintenance, and repair, in an amount determined by City. E.Trash, Waste and Refuse City reserves the right, if deemed to be in its best interests, to provide trash, waste and other refuse receptacles and pick up services. Concessionaire shall be solely responsible for removing all trash, waste, and recycling from each Premises location to the allotted area. Concessionaire covenants and agrees to participate in any Airport-wide trash, waste, and other refuse removal, disposal, or recycling program for any type of trash, waste, and refuse at its own cost. In the event, City elects to provide these services on behalf of Concessionaire, Concessionaire covenants to pay its share of the cost of such trash, waste and other refuse removal, disposal, and recycling services, in an amount determined by City. F.Exterior Windows and Structures City will clean, maintain, and repair, for the benefit of Concessionaire, exterior windows, and all structural parts of the Airport. City’s maintenance shall include exterior glass, walls, and roof but specifically excludes Concessionaire Improvements and Trade Fixtures. Concessionaire covenants to pay to City Concessionaire’s share of the costs of such cleaning, maintenance, and repair, in an amount determined by City. SECTION 6.17 PAGING, AUDIO, VIDEO SYSTEMS AND FREQUENCY PROTECTION If Concessionaire installs, with City’s approval, any type of radio transceiver or other wireless communications equipment, Concessionaire will provide frequency protection within the aviation air/ground VHF frequency band and the UHF frequency band in accordance with restrictions promulgated by the FAA for the vicinity of FAA Transmitter or Receiver facilities. City requires Concessionaire to submit a completed FAA Form 7460-1 (Notice of Proposed Construction or Alteration) and receive FAA approval prior to installation based upon the notice to file requirements under 14 CFR Part 77. Frequency protection will also be provided for all other frequency bands operating in the vicinity of Concessionaire’s equipment. If frequency interference occurs because of Concessionaire’s installation, City reserves the right to shut down Concessionaire’s Concession Agreement - Working Draft Page 57 of 96 Draft Date: 2022-12-05 installation until appropriate remedies to the frequency interference are made by Concessionaire. Remedies may include relocation of Concessionaire’s equipment to another site. The cost to remedy the frequency interference will be solely at Concessionaire’s expense. Concessionaire acknowledges and accepts that any paging or audio systems installed by Concessionaire may be used by City to announce any notification or emergency at the Airport. City shall not be liable to Concessionaire for any use of the paging or audio systems installed by Concessionaire. SECTION 6.18 PROHIBITED ACTS Unless approved in writing in advance by City, in its sole discretion, Concessionaire shall not install or permit to be installed coin-operated vending machines on the Premises. Concessionaire will not place excessive loads on the walls, ceilings, and floor or pavement areas of Airport and will repair any area damaged by excessive loading to the satisfaction of City. Unless approved in writing in advance by City, in its sole discretion, Concessionaire will not permit the active display or operation on the Premises of any display that flies, flashes, or emits a noise or odor. Unless approved in writing in advance by City, in its sole discretion, Concessionaire will not keep or display any merchandise on or within, or otherwise obstruct, any part of the Airport outside of the Premises. Concessionaire shall keep all service corridors, hallways, stairways, doorways, or loading docks leading to and from the Premises free and clear of all obstructions. Concessionaire will not interfere or permit interference with the use, operation, or maintenance of the Airport, including but not limited to, the effectiveness or accessibility of the drainage, sewerage, water, communications, fire protection, utility, electrical or other systems installed or located from time to time at the Airport. Concessionaire will not do or permit to be done anything that may interfere with free access and passage on the Premises or the public areas adjacent thereto, or hinder police, firefighters, or other emergency personnel in the discharge of their duties. Further, Concessionaire shall not do or permit to be done anything that might interfere with the effectiveness or accessibility of elevators or escalators in or adjacent to the Premises, including lines, pipes, wires, conduits, and equipment connected with or appurtenant thereto. Concessionaire shall not place any additional lock of any kind upon any window or interior or exterior door in the Premises or make any change in any existing door or window lock or the mechanism thereof, unless a key therefor is maintained on the portion of the Premises were furnished to or otherwise procured by Concessionaire. If any keys furnished to Concessionaire by City are lost, Concessionaire shall pay City, on demand, the cost for replacement thereof. Concessionaire will comply with and conform to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to Concession Agreement - Working Draft Page 58 of 96 Draft Date: 2022-12-05 Concessionaire or Concessionaire's operations and activities under this Agreement. In the event Concessionaire fails to adhere to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to Concessionaire or Concessionaire's operations and activities under this Agreement or fails to prevent any other of the prohibited acts set forth in this Section, City may collect liquidated damages as set forth in this Agreement until such prohibited act is ended. Payment of liquidated damages will be due within fifteen (15) days from the date of invoice. Moreover, if the prohibited act is not corrected as directed by City, City or its representative shall have the right to enter upon the Premises and take corrective action, and Concessionaire agrees to promptly reimburse City for any related costs, plus an administrative fee equal to fifteen percent (15%) of the corrective action costs. ARTICLE VII. FAILURE TO COMPLY WITH PERFORMANCE/OPERATING STANDARDS SECTION 7.01 VIOLATIONS Concessionaire acknowledges City’s objective to provide the public and air travelers with the level and quality of service as described herein. Accordingly, City has established a series of liquidated damages, as set forth in the Tenant Handbook that it may assess, in its sole discretion, as liquidated damages for various violations of the provisions of this Agreement, the Tenant Handbook, and/or City’s Rules and Regulations. Concessionaire and City agree that the damages set forth herein are reasonable estimates of the significant but difficult to predict harm, and Concessionaire further agrees to pay to City such liquidated damages in accordance with the rates or in the amounts specified herein upon each occurrence of the specified violation or written demand by City. City will, in its sole discretion, determine the classification of each violation as per day or per occurrence. Concessionaire further acknowledges that the liquidated damages are not exclusive remedies and City may pursue other additional remedies as allowed for in this Agreement and/or at law, in City’s sole discretion. City’s waiver of any payment provided for in this Section shall not be construed as a waiver of the violation or Concessionaire’s obligation to remedy the violation. SECTION 7.02 MULTIPLE VIOLATIONS Except for violations of requirements regarding construction, health and safety, delivery and vendor access infractions, liquidated damages for which shall accrue and be assessed immediately and without notice upon violation, all other liquidated damages shall accrue immediately and assessed as follows: A.For the first and second violation of a requirement during any twelve (12) month rolling year, City will provide notice to Concessionaire to correct the violation within thirty (30) days or other the time specified in the notice. After the time specified by City for cure, liquidated damages shall be assessed until the violation is corrected by Concessionaire. In the event, the violation is not corrected within thirty (30) days of the time specified by City for cure, then such violation will be treated as a breach Concession Agreement - Working Draft Page 59 of 96 Draft Date: 2022-12-05 of this Agreement entitling City the right to seek any other remedies available under this Agreement including, but not limited to, termination. B. For the third and subsequent violations of the same requirement during any twelve (12) month rolling year commencing upon the first notice of violation, the liquidated damage shall be immediately assessed with no grace period. C. Further, after two (2) violations of the same requirement within any twelve (12) month rolling year, City reserves the right, in its sole discretion, to deem the repeated violations a material breach of this Agreement and to seek any other remedies available to it under this Agreement including, but not limited to, termination of this Agreement. D. For those violations where a plan is required to correct the violation, then Concessionaire and City shall develop such plan, including a time schedule under which resolution can be achieved. SECTION 7.03 SECTION PAYMENT Payment of liquidated damages will be due within fifteen (15) days from the date of invoice. ARTICLE VIII. FEDERAL AID REQUIREMENTS SECTION 8.01 NON-DISCRIMINATION Concessionaire covenants it will comply with the Title VI List of Pertinent Nondiscrimination Statutes and Authorities, as they may be amended from time to time, which are attached hereto and herein incorporated as Appendix D. Concessionaire covenants, regarding the work performed under this Agreement, it will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Concessionaire covenants it will not participate directly or indirectly in the discrimination prohibited by any federal acts and or regulations, including employment practices when the Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. In all solicitations, either by competitive bidding, or negotiation made by Concessionaire for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by Concessionaire of the Contractor’s obligations under this Agreement and the Federal Acts and Regulations relative to Non-discrimination on the grounds of race, color, or national origin. Concessionaire covenants it will provide all information and reports required by the Federal Acts, Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be Concession Agreement - Working Draft Page 60 of 96 Draft Date: 2022-12-05 determined by City or the FAA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of Concessionaire is in the exclusive possession of another who fails or refuses to furnish the information, Concessionaire will so certify to City or the FAA, as appropriate, and will set forth what efforts it has made to obtain the information. In the event, of Concessionaire’s noncompliance with the non-discrimination provisions of this Agreement, City will impose such sanctions as it or the FAA may determine to be appropriate, including, but not limited to: A. Withholding payments to Concessionaire under this Agreement until the Concessionaire complies. B. Cancelling, terminating, or suspending this Agreement, in whole or in part, and re- enter the Premises as if this Agreement had never been made or issued. This provision will not be effective until the procedures of 49 CFR Part 21 are followed and completed, including exercise or expiration of appeal rights. Concessionaire covenants it will include the provisions of this section in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Federal Acts, Regulations and directives issued pursuant thereto. Concessionaire covenants it will act with respect to any subcontract or procurement as City or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if Concessionaire becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, Concessionaire may request City to enter into any litigation to protect the interests of City. In addition, Concessionaire may request the United States to enter into the litigation to protect the interests of the United States. Further, in connection with the performance of work under this Agreement, Concessionaire agrees not to refuse to hire, discharge, promote, demote, or to discriminate in matters of compensation against any person otherwise qualified solely because of race, creed, color, religion, national origin, gender, age, military status, sexual orientation, gender variance, marital status, and/or physical and mental disability. Concessionaire further agrees to insert the foregoing provision in all subcontracts hereunder. SECTION 8.02 CITY’S AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE (ACDBE) POLICY As a condition of eligibility for financial assistance from the FAA, City developed and implemented an Airport Concession Disadvantaged Business Enterprise (ACDBE) Policy and Program for the Airport. The ACDBE Program was developed and implemented in accordance with the U.S. Department of Transportation’s (DOT) Final Rule 49 CFR Part 23. Director or designee is responsible for compliance with all aspects of the ACDBE program. The City of Fresno, DBE Coordinator has established ACDBE program goals Concession Agreement - Working Draft Page 61 of 96 Draft Date: 2022-12-05 for the Airport and may also establish ACDBE concession specific goals as a percentage of annual Gross Receipts/Revenues for this Agreement. The applicable concession specific ACDBE program’s goal, if any, is stated in this Agreement. The stated goal was included in a competitive solicitation process in which Concessionaire was recommended to operate in the Premises. During that process, Concessionaire submitted its required Exhibit E to meet the ACDBE program’s goal. The Airport found the required Exhibit E to be responsive and thus, required Exhibit E is attached to this Agreement. During the Term of this Agreement, Concessionaire agrees that it shall in good faith make every effort to meet the stated ACDBE program’s goal. To carry out its ACDBE program responsibilities as they are described in this Agreement and in the required Exhibit E, Concessionaire agrees to assign this responsibility to a high-level company official accountable directly to Concessionaire’s chief executive officer. Concessionaire acknowledges that if its actions or failure to act violates its ACDBE program responsibilities under this Agreement or the ACDBE regulations of the DOT as they may be adopted or amended from time to time, such actions shall constitute a material breach by Concessionaire of this Agreement and, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. SECTION 8.03 ACDBE NON-DISCRIMINATION A. Concessionaire and any subcontractor of Concessionaire will not discriminate based on race, color, national origin, or sex in performance of this Agreement. Concessionaire will carry out applicable requirements of 49 CFR Part 23 and 26 in the award and administration of agreements. Failure by Concessionaire to carry out these requirements is a material breach of this Agreement, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. B. This Agreement is subject to the requirements of the DOT’s regulations 49 CFR Part 23 and 26. Concessionaire agrees that it will not discriminate against any business owner because of the owner’s race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23 and 26. Concessionaire agrees to include the statements in the above paragraphs in any subsequent concessions agreement or contracts covered by 49 CFR Part 23 and 26 that it enters and cause those businesses to similarly include the statements in further agreements. SECTION 8.04 ACDBE PARTICIPATION AND COMPLIANCE A. ACDBE Goal Concessionaire agrees that it will provide for a level of ACDBE participation in this Agreement equal to or greater than {insert amount stated in Concessionaire’s response} [_____] percent (_ %) of the total annual Gross Receipts/Revenues, or clearly Concession Agreement - Working Draft Page 62 of 96 Draft Date: 2022-12-05 demonstrate in a manner acceptable to City its good faith efforts to do so. Concessionaire will contract with those ACDBEs as identified in Exhibit E for each ACDBE presented with Concessionaire’s Response and approved by City, or such other ACDBEs certified with City and as may be approved by City. Concessionaire is required to make good faith efforts to explore all available options to meet the goal to the maximum extent practicable through direct ownership arrangements with ACDBEs. Concessionaire shall not take any action during the Term of this Agreement that may have a materially negative impact upon the Concessionaire’s ability to meet its stated ACDBE program goal. B.ACDBE Termination and Substitution Concessionaire will not terminate an ACDBE for convenience without City's prior written consent. If an ACDBE is terminated by Concessionaire with City's consent or, if an ACDBE fails to complete its work on this Agreement for any reason, Concessionaire must make good faith efforts, in accordance with the requirements of 49 CFR Part 23.25(e) (1) (iii) and (iv), to find another ACDBE to substitute for the original ACDBE to provide the same amount of ACDBE participation. Concessionaire shall forthwith submit to the Airport and to the Director or designee a modified ACDBE Good Faith Effort together with a written request for review and approval, setting forth the circumstances in sufficient detail and with appropriate documentation to explain the necessity for the change. In every case, Concessionaire shall substitute a City certified ACDBE, and if it cannot, then Concessionaire shall be required to document that it made good faith efforts to do so. C.Reporting Requirements No later than fifteen (15) days after the end of each calendar month during the Term, Concessionaire will submit to Airport, in Airport’s online system or on Airport’s monthly ACDBE Utilization Report form, a report of Concessionaire’s total Gross Receipts/Revenues during the month and the total dollar value of Gross Receipts/Revenues earned by an ACDBE under this Agreement or the total dollar value of goods and services purchased or leased from each ACDBE during the month, in each case calculated in accordance with the requirements of 49 CFR Part 23. If any reported ACDBE participation is from the purchase and/or lease of goods and services, Concessionaire must submit to Airport, on Airport’s monthly ACDBE Utilization Report form, a report of the total dollar value of goods and services procured by the Concessionaire from ACDBE and non-ACDBE (non-minority/woman-owned) firms. Whenever a Joint Venture is used to meet ACDBE program goals, Concessionaire shall submit to Airport an annual financial statement for the preceding year indicating compensation, profit sharing, capital contributions of ACDBE partners, or any other financial information as requested by Airport relevant to determining ACDBE program compliance. Concessionaire shall also disclose annually the ACDBE partner’s management involvement and its role in decision making. The annual financial statement shall be on a form satisfactory to Airport and delivered to Airport no later than ninety (90) days of the following year. Concessionaire further agrees to submit any other report(s) or information that City is required by law or regulation to obtain from Concessionaire, or Concession Agreement - Working Draft Page 63 of 96 Draft Date: 2022-12-05 which the Director of Aviation or designee may request relating to Concessionaire’s operations. D. Monitoring Airport will monitor the compliance and good faith efforts of Concessionaire in meeting the requirements of this Article. Concessionaire covenants to grant City and Airport access to the necessary records to examine such information as may be appropriate for the purpose of investigating and determining compliance with this Article , including, but not limited to, records, records of expenditures, contracts between Concessionaire and the ACDBE program participants, and other records pertaining to the ACDBE program participation plan, which Concessionaire will maintain for a minimum of three (3) years following the termination of this Agreement. Concessionaire covenants to grant City and Airport site access to each Concession Location under this Agreement for purposes of Airport monitoring. The extent of ACDBE program participation will be reviewed prior to the exercise of any renewal, extension, or material amendment of this Agreement to consider whether an adjustment in the ACDBE program requirement is warranted. Without limiting the requirements of this Agreement, City reserves the right to review and approve all sub-leases or subcontracts utilized by Concessionaire for the achievement of these goals. E. Prompt Payment Concessionaire agrees to pay each subcontractor under this Agreement for satisfactory performance of its contract no later than ten (10) calendar days from the receipt of each invoice and acceptance of work or services. Concessionaire agrees further to release retainage payments to each subcontractor within ten (10) calendar days after the subcontractor’s work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of City. This clause applies to both Minority/Women Business Enterprise / Small Business Enterprise (MWBE/SBE) and non-MWBE/SBE subcontractors. F. Other Requirements Concessionaire agrees to comply with Federal, State, and Local Disadvantaged Business Programs as fully set forth in Exhibit E. Concessionaire’s failure to comply with Federal, State, and Local Disadvantaged Business Programs shall constitute a material breach by Concessionaire of this Agreement and, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. G. Non-Compliance In the event of Concessionaire’s non-compliance with the ACDBE program or failure to meet the ACDBE program goal set forth in Section 8.03(A), or to demonstrate a good faith effort to do so, City may, in addition to pursuing any other available legal remedy, terminate, suspend or cancel this Agreement in whole or in part; and/or suspend or debar Concessionaire from eligibility to contract with City in the future or to receive bid packages or request for proposal packages or other solicitations, unless Concessionaire Concession Agreement - Working Draft Page 64 of 96 Draft Date: 2022-12-05 demonstrates, within a reasonable time as determined by City, its compliance with the terms of the ACDBE program or this Article or its good faith efforts to comply. ARTICLE IX. CONSTRUCTION AND CAPITAL INVESTMENT SECTION 9.01 CONSTRUCTION BY CONCESSIONAIRE Concessionaire shall not make any improvements or modifications, do any construction work on the Premises, or alter, modify, or make additions, improvements, replacements, or repairs, except emergency repairs, to any structure now existing or built without prior written approval of City. Concessionaire shall not install any fixtures, other than Trade Fixtures, without the prior written approval of City. In the event, that any construction, improvement, alteration, modification, addition, repair, excluding emergency repairs, or replacement is made without City approval, or done in a manner other than as approved, City may, at its discretion, (i) terminate this Agreement in accordance with the provisions herein; or (ii) require Concessionaire to remove the same; or (iii) require Concessionaire to change the same to the satisfaction of City. In case of any failure on the part of Concessionaire to comply, City may, in addition to any other remedies available to it at law or in equity, effect the removal or change referenced above in this Section and Concessionaire shall pay the cost thereof to City plus fifteen percent (15%) of the costs for administration. SECTION 9.02 DESIGN AND CONSTRUCTION STANDARDS In its design and construction work on the Premises, Concessionaire will fully comply with the standards and development guidelines in the Tenant Handbook. City reserves the right to amend Tenant Work Permit Handbook during the Term. Concessionaire covenants to comply with Tenant Work Permit Handbook in effect as of the date of any construction it undertakes. SECTION 9.03 INITIAL CAPITAL INVESTMENT As a valuable consideration for City entering into this Agreement, but not as a payment of rent or a form of consideration for the right to occupy space at the Airport, but rather to relieve City from making expenditures for Premises occupied by Concessionaire for the Term of this Agreement, Concessionaire’s Capital Investment expended in the initial construction, furnishing and equipping of the Premises shall not be less than the Minimum Capital Investment set forth in the Response to the Request for Proposals, attached hereto and incorporated herein as Exhibit K. If the actual Capital Investment, as certified by the Concessionaire, is less than the Minimum Capital Investment, Concessionaire agrees to pay to City, within thirty (30) days of such determination, the difference between the actual Capital Investment and the Minimum Capital Investment. However, if the actual Capital Investment, as certified by Concessionaire, is less than the Minimum Capital Investment and Concessionaire delivers to City the initial construction, furnishings, and equipment of the Premises, as reflected in the Approved Project, City agrees to waive its right to the difference between the actual Capital Investment and Minimum Capital Investment. Any amounts paid to City because of this provision shall not be deemed a Concession Agreement - Working Draft Page 65 of 96 Draft Date: 2022-12-05 Capital Investment for any purpose under this Agreement nor shall it be deemed payment of any rent or other fees due under this Agreement. SECTION 9.04 DEVELOPMENT SCHEDULE No later than seven (7) days after the Effective Date, or at such later date as City may designate, Concessionaire must submit to City, for its approval, a proposed schedule that sets forth the following for each of the Concession Locations: A.The anticipated date(s) of design submittals and reviews for each Concession Location. B.Concessionaire’s plan for temporary concessions locations to optimally service passengers during development and construction. C.The anticipated Space Turnover Date(s) for each Concession Location. D.The anticipated date of Substantial Completion of each Approved Project. E.The anticipated opening date(s) for each Concession Location. F.The expected Premises Completion Date for the entire Premises. Upon approval by City, the Development Schedule will be attached hereto as Exhibit D, Development Schedule, and will be confirmed by letter executed by the Director or designee, without need for formal amendment to this Agreement. If for any reason City does not deliver possession of a Concession Location to Concessionaire on or after the approved Space Turnover Date, City shall not be subject to any liability therefor. Such failure to deliver possession of a Concessions Location by the time provided in the Development Schedule will not give rise to any claim for damages by Concessionaire against City or against City’s contractor; nor shall such failure affect the validity of this Agreement or Concessionaire’s obligations hereunder. Additionally, the Required Opening Date(s) and expected Premises Completion Date, as stated in the Development Schedule, shall be adjusted as appropriate, in City’s sole discretion. SECTION 9.05 SUBMITTAL AND APPROVAL OF PLANS A.Submittal of Plans Prior to Concessionaire’s commencement of any construction activities on the Premises at any time during the Term, Concessionaire shall submit plans and specifications that conform to all the requirements of Tenant Handbook to City for review and approval. No construction work shall commence until City has approved the plans and specifications and has issued a Notice to Proceed. Concessionaire shall submit plans and specifications, in the form and number identified in Tenant Handbook, for each of the Concession Locations and Support Spaces in accordance with the Development Schedule. City will review and respond to submittals of plans and specifications within ten (10) days or provide notice to Concessionaire that the review time has been extended. In the event of disapproval by City of any portion of any submittal of plans and specifications, Concessionaire shall promptly make modifications and revisions and re-submit for approval by City. Concession Agreement - Working Draft Page 66 of 96 Draft Date: 2022-12-05 B.Disclaimer of Compliance with Laws or Codes The approval by City of any plans and specifications refers to the conformity of such plans and specifications to City standards. Approval of any plans and specifications by City does not constitute its representation or warranty as to their conformity with applicable laws, statutes, codes, or permits and responsibility therefore always remains with Concessionaire. C.Approvals Extend to Architectural and Aesthetic Matters Required approval of City will extend to and include architectural and aesthetic matters. City reserves the right to reject any designs submitted by Concessionaire and to require Concessionaire, at Concessionaire’s expense, to make modifications and revisions and to resubmit designs until designs are deemed acceptable and subsequently approved in writing by City. D.Design and Permitting Concessionaire shall be responsible, at its sole cost and expense, for the costs of design and permitting of all improvements within the Premises and shall not commence any work with respect to an Approved Project until all governmental permits and approvals with respect to the Approved Project have been obtained. At no cost or liability to City, City shall cooperate in all reasonable respects with Concessionaire’s efforts to obtain such permits and approvals, which cooperation shall include, without limitation, the execution of such instruments as may be required by governmental authorities for Concessionaire to apply for and obtain such permits and approvals. SECTION 9.06 CONSTRUCTION Concessionaire shall, at its own cost and expense, commence construction of an Approved Project within ten (10) days of the later to occur of: (i) the Space Turnover Date stated in the Notice to Proceed for such Approved Project; or (ii) receipt of all permits. Concessionaire agrees that all construction work to be performed, including all workmanship and materials, shall be of optimal quality and in accordance with the Approved Project and the Development Schedule. All construction shall be performed in accordance with the requirements of this Agreement, the Tenant Handbook, and all applicable laws, regulations, ordinances, codes and permits. City and its designees shall have the right from time to time to inspect each Approved Project. Concessionaire must complete an Approved Project and open for business no later than the Required Opening Date, for initial construction, and the Required Completion Date for all other Approved Projects, as set forth in the Notice to Proceed for the Approved Project, subject to any extensions that may be approved by City. Concessionaire acknowledges that if it fails to open for business by the Required Opening Date or Required Completion Date, the delay may cause City to suffer substantial damages that are extremely difficult to ascertain or prove. Therefore, if Concessionaire fails to either complete the Approved Project or open the Concession Location for business by the Required Opening Date or Required Completion Date, the following will apply: Concession Agreement - Working Draft Page 67 of 96 Draft Date: 2022-12-05 A.Concessionaire shall pay liquidated damages to City, as set forth in Article VII, from the Required Completion Date until the date on which the Concession Location opens to the public for business. B.If the Concession Location is not open for business within thirty (30) days after the Required Completion Date, the failure is an Event of Default (as defined in Section 12.01) and City has the right to exercise all remedies herein, at law or in equity, including but not limited to, the option to terminate this Agreement or to remove the applicable Concession Location from the Premises. Notwithstanding the foregoing, the Parties agree that any delay in construction of any improvements due to force majeure or acts solely attributable to City shall extend the Required Opening Date and/or Required Completion Date for an Approved Project. Additionally, the initial Premises Completion Date, as stated in the Development Schedule, shall be extended if affected by such event, in City’s sole discretion. City shall have no liability to Concessionaire for compensation or damages for any such delay. SECTION 9.07 COMPLETION OF CONSTRUCTION For each Approved Project, Concessionaire shall conform to project closeout activities set forth in Tenant Handbook. Concessionaire further agrees that it shall deliver to City within one hundred (120) days of the Premises Completion Date the following: A.As Built record documents (in a form(s) acceptable by the Airport) of the construction, additions and other modifications constructed by Concessionaire on the Premises. Any Airport maintained assets or systems shall be fully connected and include system and equipment loads on and all facility information. Concessionaire shall provide connections and service loads at the point of connection to all Airport systems. During the Term, Concessionaire shall keep said documents current, with all changes or modifications made by Concessionaire in or to the Premises or additions thereto. Documents shall be forwarded to Airport upon request within fourteen (14) calendar days. B.A statement certified by Concessionaire’s chief financial officer specifying the final Capital Investment and final design related to each of the Approved Project(s) with the level of detail as requested by City. This includes an amortization schedule of the initial Capital Investment. C.A certification that construction has been completed in accordance with the approved plans and specifications and in compliance with all laws and other governmental rules, regulations, and orders, including but not limited to City of Fresno, State of California. D.Certified proof demonstrating that no liens exist on the Premises, including but not limited to, a waiver of lien from all construction contractors and signed releases from all subcontractors that indicate receipt of payment in full for all work performed or Trade Fixtures delivered. Concession Agreement - Working Draft Page 68 of 96 Draft Date: 2022-12-05 SECTION 9.08 TITLE TO IMPROVEMENTS All leasehold improvements made to the Premises by Concessionaire, and any additions and alterations thereto made by Concessionaire, including approved changes and renovations that are affixed to the realty, shall become the property of City upon their completion and acceptance by City. SECTION 9.09 SIGNAGE Subject to the terms and conditions of Section 9.05, Concessionaire shall have the right to install and maintain signs on the Premises, provided that the design, installation, and maintenance of all signs shall be subject to the terms of this Section and comply with the Tenant Handbook. Concessionaire further acknowledges City’s desire to maintain a high level of aesthetic quality in all concession facilities throughout the Airport. Therefore, Concessionaire covenants and agrees that in the exercise of its privilege to install and maintain appropriate signs on the Premises, as provided herein, it will submit to City, for its review and approval, the size, design, content, construction, or fabrication and intended location of each and every sign it proposes to install on or within the Premises. Concessionaire shall not install signs of any type on or within the Premises without prior written approval of City, which approval shall not be unreasonably withheld or denied if the proposal is in compliance with the Tenant Handbook and all other present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies. SECTION 9.10 ANNUAL REFURBISHMENT In addition to the ongoing, routine maintenance described in Section 6.15, Concessionaire shall, at its sole cost and expense, commence Annual Refurbishment. Concessionaire shall expend a minimum of half of 1 percent (0.5%) of total Gross Revenues, commencing in the fourth year of the Term of this Agreement and occurring annually, for refurbishment of the Premises. Concessionaire shall submit to the City on January 1 of each of these Years of the Term, a schedule of refurbishments and improvements to be completed by Concessionaire in the Assigned Premises for the subsequent Year. Such refurbishment shall include painting and repair attributable to ordinary wear and tear, and replacement of furnishings and fixtures. Such refurbishment shall be required to be spent on those areas visible to and utilized by the customer (i.e.; "selling area"). Concessionaire, if applicable, shall provide documentation of such annual refurbishment and improvement expenditure to the City within thirty (30) calendar days of the earlier of (i) completion of such refurbishment or (ii) the end of the Year. In addition to the required Annual Refurbishment, Concessionaire shall refurbish the Assigned Premises promptly upon the observation of any damage or deterioration of the original materials/workmanship or as reasonably required by the Director. Failure to complete any required refurbishment within the time specified by the director shall be in default under this Agreement, and in addition to all other remedies available under this Agreement, Concessionaire shall pay, as Liquidated Damages, One Hundred and No Cents ($100.00) per day until such required refurbishment is completed. Concessionaire agrees and acknowledges that the failure to refurbish is detrimental to the image of the Facilities and Concession Agreement - Working Draft Page 69 of 96 Draft Date: 2022-12-05 results in lost percentage rent, the exact loss and injury is extremely difficult to fix. Therefore, the parties agree that the above-described amount represents a fair and reasonable estimate of the monetary losses and damages incurred by the City. ARTICLE X. DISCLAIMER OF LIENS The interest of City in the Premises will not be subject to liens for any work, labor, materials, or improvements made by or for Concessionaire to the Premises, whether the same is made or done in accordance with an agreement between City and Concessionaire. It is specifically understood and agreed by Concessionaire that in no event will City or the interest of City in the Premises be liable for or subject to any mechanic’s, laborers or materialmen’s liens for materials furnished, improvements, labor or work made by or for Concessionaire to the Premises. Concessionaire is specifically prohibited from pledging, liening, or otherwise encumbering any assets located at the Airport or any interest in this Agreement without prior, written approval by City. Concessionaire is specifically prohibited from subjecting City's interest in the Premises to any mechanic’s, materialmen’s, or laborers’ liens for improvements made by or for Concessionaire or for any materials, improvements or work for which Concessionaire is responsible for payment. Concessionaire will indemnify, defend, and hold City harmless for any expense or cost associated with any lien or claim of lien that may be filed against the Premises or City, including attorney fees incurred by City. Concessionaire will provide notice of this disclaimer of liens to all contractors or subcontractors providing any materials or making any improvements to the Premises. In the event any construction, mechanic’s, laborer’s, materialmen’s or other lien or notice of lien is filed against any portion of the Premises for any work, labor or materials furnished to the Premises, whether or not the same is made or done in accordance with an agreement between City and Concessionaire, Concessionaire will cause any such lien to be discharged of record within thirty (30) days after notice of filing thereof by payment bond or otherwise or by posting with a reputable title company or other escrow agent acceptable to City, security satisfactory to City to secure payment of such lien, if requested by City, while Concessionaire contests to conclusion the claim giving rise to such lien. ARTICLE XI. MAINTENANCE UTILITES AND REPAIRS SECTION 11.01 CONCESSIONAIRE’S MAINTENANCE OBLIGATIONS Except for such maintenance of the Premises as is to be provided by City hereunder, Concessionaire shall, at its own cost and expense, maintain the Premises and every part thereof, including Trade Fixtures and/or personal property, in good appearance and repair, in a safe and optimal condition, and in accordance with this Agreement. Concessionaire shall maintain, repair, replace, paint, or otherwise finish all Leasehold Improvements within the lease lines of the Premises, including, without limitation, walls, partitions, floors, ceilings, windows, doors, glass and all furnishings, fixtures, and equipment therein, whether installed by Concessionaire or by City. All the maintenance, repairs, finishing and replacements shall be of quality equal to or better than the original Concession Agreement - Working Draft Page 70 of 96 Draft Date: 2022-12-05 in materials and workmanship. All work, including finishing colors, shall be subject to the prior written approval of City. Concessionaire’s compliance obligations shall include, without limitation, the obligation to make substantial repairs and alterations to the Premises (including any initial capital improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Agreement, the length of the then remaining Term hereof, the relative benefit of the repairs to Concessionaire or City, the degree to which curative action may interfere with Concessionaire’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Concessionaire’s particular use of the Premises. If it is determined that the maintenance is not in compliance with this Agreement, City shall so notify Concessionaire in writing. If the maintenance required to be performed as provided in City’s notice to Concessionaire is not commenced by Concessionaire within five (5) days after receipt of notice, or is thereafter not diligently executed to completion, City or its representative shall have the right to enter upon the Premises and perform the maintenance, and Concessionaire agrees to promptly reimburse City for the cost thereof, plus an administrative fee equal to fifteen percent (15%) of the maintenance costs. Concessionaire covenants and agrees that nothing shall be done or kept in the Premises that might impair the value of City’s property or that would constitute waste. Any hazardous or potentially hazardous condition on the Premises shall be corrected immediately upon receipt of a verbal or written notice from City. At the sole discretion of City, Concessionaire shall close the Premises or affected portion thereof until the hazardous or potentially hazardous condition is corrected. Concessionaire covenants to comply with all present and future laws, orders, and regulations, including any rules, regulations and procedures promulgated by City regarding City provided maintenance within the Airport. When any system for City provided maintenance is put in place that can allocate to Concessionaire its proportional share of the cost, Concessionaire must pay its proportional share of the actual costs. SECTION 11.02 CITY’S MAINTENANCE AND UTILITY OBLIGATIONS City shall provide structural maintenance of the Airport and, except as provided below, maintain, and repair the exterior windows and walls of the Premises in the Airport. However, maintenance of all interior and exterior walls constructed or remodeled by Concessionaire shall be Concessionaire’s responsibility. Further, if City establishes Common Maintenance Services at the Airport, including but not limited to those services identified in this Agreement, Concessionaire convents to pay its proportionate share of the Common Maintenance Services provided by City. City provides utility mains and lines throughout the Airport. Concessionaire, at its sole cost, shall tie into the utility mains and lines at the locations as specified by City. Supplemental heated or cooled air, electrical or other utilities required by Concessionaire Concession Agreement - Working Draft Page 71 of 96 Draft Date: 2022-12-05 more than what is customarily available in the Airport will be, if approved by City, at the expense of Concessionaire. City may, at City’s sole discretion, maintain the utilities within the Premises and in doing so shall be permitted to enter upon the Premises at all times to make any repairs, replacements, and alterations when and as may, in the opinion of City, be deemed necessary. Furthermore, Concessionaire will permit City or its representatives’ access to construct or install over, on, in, or under the Premises, new systems, pipes, lines, mains, wires, conduits, ducts and equipment; provided, however, that City shall exercise such right in a manner that minimizes interference with Concessionaire’s operations. Moreover, during an emergency, City, or its agents, may enter the Premises forcibly, if necessary. No such reasonable entry by or on behalf of City shall constitute or cause a termination of this Agreement by Concessionaire. City agrees that it will always maintain and keep utility mains and lines in good repair in the Airport and all appurtenances, facilities, and services now or hereafter connected therewith. Concessionaire understands, accepts, and agrees that City shall not be liable for Concessionaire's loss for failure to supply any utility services. City reserves the right to temporarily discontinue utility services at such time as may be necessary by reason of accident, unavailability of employees, repairs, alterations, or improvements or whenever by reason of strikes, lockouts, riots, acts of God, or any other happenings beyond the control of City and causes City to be unable to furnish such utility services. City shall not be liable for damages to persons or property for any such discontinuance due to causes beyond the control of City, nor shall such discontinuance in any way be construed as cause for abatement of compensation or operate to release Concessionaire from any of its obligations hereunder. SECTION 11.03 CITY’S PERFORMANCE OF CONCESSIONAIRE’S OPERATING OBLIGATIONS City has determined, in consideration of Airport security, public safety, and operating efficiency, that it may be in City’s best interest to perform Concessions Services. City reserves the right to establish a Concessions Services Fee based upon documented actual costs of providing Concessions Services. City may, in its sole discretion, add to, delete from, or otherwise modify the Concessions Services during the Term. City will provide thirty (30) days written notice of the effective date of any modification to the Concessions Services to Concessionaire. Concessionaire agrees to cooperate with City in the implementation and performance of the Concessions Services. Concessionaire agrees that City shall not be liable for Concessionaire's loss for failure to supply any Concessions or Common Maintenance Services. City reserves the right to temporarily discontinue any Concessions or Common Maintenance Services at such time as may be necessary by reason of accident, unavailability of employees, repairs, alterations, or improvements or whenever by reason of strikes, lockouts, riots, acts of God, or any other happenings beyond the control of City and causes City to be unable to furnish such services. City shall not be liable for damages to persons or property for any Concession Agreement - Working Draft Page 72 of 96 Draft Date: 2022-12-05 such discontinuance due to causes beyond the control of City, nor shall such discontinuance in any way be construed as cause for abatement of compensation or operate to release Concessionaire from any of its obligations hereunder, except as otherwise provided in this Agreement. The Parties agree to modify to reflect modifications in the Concessions Services and Common Maintenance Services. Any such modification will be confirmed by side letter executed by the Director or designee, without need for formal amendment to this Agreement. ARTICLE XII. DEFAULT, REMEDIES, AND TERMINATION RIGHTS SECTION 12.01 EVENTS OF DEFAULT Concessionaire will be deemed to be in default of this Agreement upon the occurrence of any of the following: 1. The failure or omission by Concessionaire to perform its obligations under this Agreement or the breach of any terms, conditions and covenants required herein. 2. The failure to pay, in full, to City within five (5) days of when due any fees, costs, expenses damages, or other charges applicable hereunder except where such failure is cured within (10) days after written notice by City of Concessionaire’s failure to pay. 3. Concessionaire’s default under any other agreement with City at the Airport. 4. The appointment of a Trustee, custodian, or receiver of all or a substantial portion of Concessionaire’s assets. 5. The divestiture of Concessionaire’s estate herein by operation of law, by dissolution, or by liquidation, not including a merger or sale of assets. 6. The insolvency of Concessionaire; or if Concessionaire will take the benefit of any present or future insolvency statute, will make a general assignment for the benefit of creditors, or will seek a reorganization or the readjustment of its indebtedness under any law or statute of the United States or of any state thereof including the filing by Concessionaire of a voluntary petition of bankruptcy or the institution of proceedings against Concessionaire for the adjudication of Concessionaire as bankrupt pursuant thereto. 7. Concessionaire’s cancellation of its Surety without City’s prior written consent and does not reestablish it promptly after written notice by City. 8. An assignment, sublease, or transfers of Concessionaire’s interest under this Agreement by reason of death, operation of law, assignment, sublease, sale in bulk of any of its assets, or otherwise to any other person or business entity other than in compliance with the provisions of this Agreement. Concession Agreement - Working Draft Page 73 of 96 Draft Date: 2022-12-05 9.If Concessionaire abandons, deserts, vacates, or ceases operations under this Agreement for five (5) consecutive business days, unless undergoing repairs or renovations which have first been approved by City. 10.Concessionaire’s failure to maintain any type of insurance or level of insurance coverage required hereunder (and in the event Concessionaire has failed to remedy such failure within ten (10) days after notice thereof from City, City may affect such coverage and recover the cost thereof immediately from the Surety or from Concessionaire). 11.Any lien or attachment to be filed against the Premises, the Airport, or other City property because of any act or omission of Concessionaire, and such lien or attachment is not discharged or contested by Concessionaire in good faith by proper legal proceedings within fifteen (15) days after receipt of notice thereof by Concessionaire. 12.Concessionaire use, permission to use, or failure to promptly prevent use of any portion of the Airport made available to Concessionaire for its use under this Agreement for any illegal purpose. 13.Concessionaire’s license or franchise agreement related to the Concession it is authorized to operate at the Airport is terminated, expires, or is amended so that compliance with the amended provisions will cause Concessionaire to be in breach of its obligations under this Agreement. 14.Concessionaire’s failure to pay any fees or charges required hereunder after the expiration of the (10) day cure period as proscribed hereunder. 15.The conduct of any business or performance of any acts at the Airport not specifically authorized in this Agreement or by any other agreement between City and Concessionaire, and Concessionaire’s failure to discontinue that business or those acts within thirty (30) days of receipt by Concessionaire of City’s written notice to cease said business or acts (which thirty [30] day notice and remedy period shall also satisfy the notice requirement of Section 12.02 below). Nothing in this Section 12.01 shall be construed to grant a right to Concessionaire to cure a default, which by its nature is not capable of being cured. City reserves the right, in its sole discretion, to treat each Concessions Location individually for the purpose of declaring defaults and exercising remedies under this Agreement. SECTION 12.02 CITY’S REMEDIES In the event of any of the foregoing events of default of Concessionaire and following thirty (30) days’ notice by City and Concessionaire’s failure to remedy, City, at its election, may exercise any one or more of the following options or remedies, the exercise of any of which will not be deemed to preclude the exercise of any other remedy herein listed or otherwise provided by statute or general law. Unless the default, stated in such notice, is Concession Agreement - Working Draft Page 74 of 96 Draft Date: 2022-12-05 by its nature curable and shall have been cured within such thirty (30) days. Nothing in this Section 12.02 shall be construed to grant a right to Concessionaire to cure a default, which by its nature is not capable of being cured. City remedies are as follows: 1.Allow this Agreement to continue in full force and effect and enforce City’s right to collect compensation as it becomes due together with past due interest and draw upon the Surety in any amount necessary to satisfy the damages sustained or reasonably expected from Concessionaire’s default. 2.Upon thirty (30) days’ notice terminate Concessionaire’s rights under this Agreement. This notice shall be final and shall at the option of City terminate all the rights hereunder of Concessionaire, and City may upon the date in the notice take possession of the Premises, and expel Concessionaire with or without process of law, without liability for trespass, and using such force as may be necessary, and without prejudice to any remedies for damages or breach. In doing so, City will not be deemed to have thereby accepted a surrender of the Premises, and Concessionaire will remain liable for all payments or other sums due under this Agreement up to and including the date of termination, and for all damages suffered by City because of Concessionaire’s breach of any of the covenants of this Agreement, including but not limited to, all cost of reletting, reasonable attorney’s fees, repairs, and improvements; or 3.Treat this Agreement as remaining in existence, and reenter and take possession of the Premises and expel Concessionaire and those claiming through or under Concessionaire and remove the effects of as may be necessary with or without process of law, without liability for trespass, using such force as may be necessary, and without prejudice to any remedies for damages or breach. No such reentry shall be construed as an election on City’s part to terminate this Agreement. City reserves the right to terminate the Agreement at any time after reentry. Following reentry, City may relet the Premises, and make alterations, repairs, or improvements as City deems appropriate for reletting. City shall not be responsible for any failure to relet the Premises or any failure to collect compensation due for such reletting. City shall not be liable to Concessionaire for any claim for damages resulting from remedial action by City. Concessionaire shall continue to be liable for all amounts due as under this Agreement on the dates specified plus interest thereon at the Past Due Interest Rate together with such amounts as would be payable, including costs, attorney's fees, repairs, and improvements. No delay, failure, or omission of City to re-enter the Premises or to exercise any right, power, privilege, or option arising from any default nor subsequent acceptance of fees or charges then or thereafter accrued will impair any such right, power, privilege, or option, or be construed to be a waiver of any such default or relinquishment, or acquiescence of the Premises. No option, right, power, remedy, or privilege of City will be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all of the rights, powers, options, or remedies given to City by this Agreement are cumulative and that the exercise of one right, power, option, or remedy by City will not impair its rights to any other right, power, option, or remedy available under Concession Agreement - Working Draft Page 75 of 96 Draft Date: 2022-12-05 this Agreement or provided by law. In the event, City terminates this Agreement or reclaims the Premises under this Section 12.02, City has no liability to Concessionaire for any Unamortized Investment. ARTICLE XIII. INDEMNIFICATION AND RELEASE To the furthest extent allowed by law, Concessionaire shall indemnify, hold harmless and defend City, and its officers, officials, employees, agents and volunteers (hereinafter referred to collectively as “City”) 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, including damage by fire or other casualty) incurred by City, Concessionaire 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 Concessionaire’s: (i) occupancy, maintenance and/or use of the Premises; (ii) use of all or any part of the Airport, including use of any public airport facilities and improvements, upon which the Premises is located; or (iii) performance of, or failure to perform, this Agreement. Concessionaire’s obligations under the preceding sentence shall apply to any negligence of City, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or by the willful misconduct, of City. If Concessionaire should contract any work on the Premises or subcontract any of its obligations under this Agreement, Concessionaire shall require each consultant, contractor and subcontractor to enter into a Side Agreement, at the discretion of the City’s Risk Manager or their designee, to indemnify, hold harmless and defend City, and its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. Concessionaire’s occupancy, maintenance and use of the Premises shall be at Concessionaire’s sole risk and expense. Concessionaire accepts all risk relating to Concessionaire’s: (i) occupancy, maintenance and/or use of the Premises; (ii) use of all or any part of that Premises, including use of any public facilities and improvements, upon which the Premises is located; and (iii) the performance of, or failure to perform, this Agreement. City shall not be liable to Concessionaire or Concessionaire’s insurer(s) for, and Concessionaire and its insurer(s) hereby waives and releases City from, any and all loss, liability, fines, penalties, forfeitures, costs or damages resulting from or attributable to an occurrence on or about the Premises including any public facilities and improvements, upon which the Premises is located, in any way related to the Concessionaire’s operations and activities. Concessionaire shall immediately notify City of any occurrence on the Premises including any public facilities and improvements, upon which the Premises are located, resulting in injury or death to any person or damage to property of any person. The provisions of this Section shall survive termination or expiration of this Agreement. Concession Agreement - Working Draft Page 76 of 96 Draft Date: 2022-12-05 ARTICLE XIV. INSURANCE SECTION 14.01 INSURANCE REQUIREMENTS Throughout the life of this Agreement, Concessionaire 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 its sole discretion. The City of Fresno and each of its officers, officials, employees, agents and volunteers (hereinafter referred to collectively as “City”) requires 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, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. If at any time during the life of the Agreement or any extension, Concessionaire 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 Concessionaire 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 Concessionaire 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. The fact that insurance is obtained by Concessionaire shall not be deemed to release or diminish the liability of Concessionaire, 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 Concessionaire. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Concessionaire, vendors, suppliers, invitees, contractors, 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- Concession Agreement - Working Draft Page 77 of 96 Draft Date: 2022-12-05 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). If personal automobile coverage is used, the City, its officers, officials, employees, agents and volunteers are to be listed as additional insureds. 3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. SECTION 14.02 MINIMUM LIMITS OF INSURANCE CONCESSIONAIRE Concessionaire, or any party the Concessionaire subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to The City of Fresno and each of its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY: (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for 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 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. Concession Agreement - Working Draft Page 78 of 96 Draft Date: 2022-12-05 4. LIQUOR LIABILITY INSURANCE (if applicable) for alcoholic beverages that are to be sold, served or furnished, Liquor Liability coverage is required with limits of liability of not less than: (i) $1,000,000 per occurrence; (ii) $2,000,000 aggregate for bodily injury and property damage; 5. PROPERTY: (if operating within the airport) Limits of insurance in an amount equal to the full (100%) replacement cost (without deduction for depreciation) of Concessionaire’s business property. SECTION 14.03 UMBRELLA OR EXCESS INSURANCE In the event Concessionaire 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 of Fresno and each of its officers, officials, employees, agents and volunteers. SECTION 14.04 DEDUCTIBLES AND SELF-INSURED RETENTIONS Concessionaire shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Concessionaire shall also be responsible for payment of any self-insured retentions. Any deductibles or self-insured retentions must be declared on the Certificate of Insurance, and approved by, the City’s Risk Manager or designee. At the option of the City’s Risk Manager or designee, either: (i) The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, agents and volunteers; or (ii) Concessionaire 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 the City be responsible for the payment of any deductibles or self-insured retentions. SECTION 14.05 OTHER INSURANCE PROVISIONS/ENDORSEMENTS 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. Concessionaire 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, Concessionaire shall furnish City with a new certificate and applicable endorsements for Concession Agreement - Working Draft Page 79 of 96 Draft Date: 2022-12-05 such policy(ies). In the event any policy is due to expire during the work to be performed for City, Concessionaire 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. The Commercial General, Liquor Liability and Automobile Liability policies of insurance shall be endorsed to name The City of Fresno and each of its officers, officials, employees, agents, and volunteers as additional insureds. A. Concessionaire shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 26, CG 20 11 or similar by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Forms CG 20 26 or CG 20 11. The Commercial General, Liquor Liability and Automobile Liability policies of insurance shall be endorsed so Concessionaire’s insurance shall be primary and no contribution shall be required of City. The coverage shall contain no special limitations on the scope of protection afforded to The City of Fresno and each of its officers, officials, employees, agents and volunteers. If Concessionaire 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 Concessionaire. B. 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. The Workers’ Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to The City of Fresno and each of its officers, officials, employees, agents and volunteers. The property insurance policy is to contain, or be endorsed to contain, the following provisions: 1. Full replacement value of any permanent improvements on the Premises, with the City named as a Loss Payee. 2. The coverage shall contain: (i) No coinsurance penalty. (ii) No limitations or exclusions for vacancy of any part of the Premises. (iii) No special limitations on the scope of protection afforded to City. SECTION 14.06 PROVIDING OF DOCUMENTS Concessionaire shall furnish City with all certificates 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 designee prior to City’s Concession Agreement - Working Draft Page 80 of 96 Draft Date: 2022-12-05 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, Concessionaire 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 Concessionaire shall also be required to provide all documents noted herein. SECTION 14.07 MAINTENANCE OF COVERAGE If at any time during the life of the Agreement or any extension, Concessionaire or any of its subcontractors fail to maintain any required insurance in full force and effect, all work under this Agreement shall be discontinued immediately 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 hereunder shall in any way relieve Concessionaire 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. The fact that insurance is obtained by Concessionaire shall not be deemed to release or diminish the liability of Concessionaire, 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 Concessionaire. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Concessionaire, its principals, officers, agents, employees, persons under the supervision of Concessionaire, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. SECTION 14.08 SUBCONTRACTORS If Concessionaire should subcontract all or any portion of the services to be performed under this Agreement, Concessionaire shall require, at the discretion of the City, their subcontractor to enter into a separate Side Agreement in order to provide indemnification and insurance protection to City. Concessionaire shall verify that all subcontractors maintain insurance meeting all the requirements stated herein and Concessionaire shall ensure that City and each of their officers, officials, agents, employees and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with Concessionaire and City prior to the commencement of any work by the subcontractor. Concession Agreement - Working Draft Page 81 of 96 Draft Date: 2022-12-05 ARTICLE XV. SURETY FOR PERFORMANCE SECTION 15.01 FORM OF SURETY To secure payment for rents, fees, charges, and other payments required hereunder, Concessionaire will post with City a Surety. The Surety will be maintained throughout the Term of this Agreement and any holdover or extension and will be in an amount equal to three (3) times the monthly rental payment payable to City hereunder for a period of six (6) months. The Surety will be issued by a bank or surety provider acceptable to City and authorized to do business in the State of California and will be in a form and content satisfactory to City. The Surety may be issued for a one (1) year period, provided however, Concessionaire covenants and agrees that evidence of renewal or replacement of the Surety must be submitted annually by Concessionaire to City, without prompt, at least sixty (60) days prior to the expiration date of the instrument. The Surety shall contain language that the issuing financial institution shall notify City in writing within forty-five (45) days of a determination that the Surety is to be terminated and or is not going to be renewed. Notwithstanding any provision herein to the contrary, if at any time during the Term City deems the amount of Surety insufficient to properly protect City from loss hereunder because Concessionaire is or has been in arrears with respect to such monetary obligations or because Concessionaire has, in the opinion of City, violated other terms of this Agreement, Concessionaire covenants that after receiving notice and an opportunity to remedy, it will increase the Surety to the amount required by City, provided however, the percentage increase shall not exceed the annual percentage increase that has occurred with respect to Concessionaire’s rent, fees, and charges. Concessionaire shall furnish the Surety within ten (10) days of the Effective Date as security for the full performance of every provision of this Agreement by Concessionaire. Failure to maintain the Surety as set forth herein shall be an event of default hereunder. SECTION 15.02 APPLICATION OF SURETY In the event Concessionaire fails to perform the payment terms and conditions of this Agreement, City, in addition to any other rights and remedies available by law or in equity, may, at any time, apply the Surety or any part thereof toward the payment of Concessionaire’s obligations under this Agreement. In such an event, within thirty (30) days after notice, Concessionaire will restore the Surety to its original amount. City will not be required to pay Concessionaire any interest on the Surety. Concessionaire understands and agrees that failure to maintain or replenish the Surety shall constitute a material breach of this Agreement and, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. SECTION 15.03 RELEASE OF SURETY The release of the Surety will be subject to the satisfactory performance by Concessionaire of all terms, conditions, and covenants contained herein throughout the entire Term. Upon termination of this Agreement, the release of Surety will not occur until Concession Agreement - Working Draft Page 82 of 96 Draft Date: 2022-12-05 all rents, fees, charges, and other payments due to City are satisfied and City has accepted the findings of Concessionaire’s audit or has successfully conducted an audit in accordance with the provisions of this Agreement. In the event of a dispute as to the condition of the Premises, only the amount in dispute will be retained for remedy. City shall release the Surety without interest within thirty (30) days of meeting the above requirements. ARTICLE XVI. PROPERTY DAMAGE SECTION 16.01 COMPLETE DESTRUCTION If Premises, the Terminal in which the Premises is located, or any portion thereof is destroyed or damaged to an extent that renders it unusable, City may rebuild or repair any portions of the building structure destroyed or damaged, and if the cause was beyond the control of Concessionaire, Concessionaire’s obligation to pay the compensation hereunder shall abate as to such damaged or destroyed portions during the time they are unusable. If City elects not to proceed with the rebuilding or repair of the building structure, it shall give notice of its intent within ninety (90) days after the destruction or damage. At its option, Concessionaire may then terminate this Agreement effective as of the date of such event. If City elects to rebuild, Concessionaire must replace all Leasehold Improvements at its sole cost and in accordance with the Capital Investment, subject to increase for inflation. Such replacements must be in accordance with the performance standards set forth herein. City and Concessionaire shall cooperate with each other in the collection of any insurance proceeds that may be payable in the event of any loss or damage. If during the last year of the Term the improvements on the Premises are partially destroyed or damaged, City may at City’s option terminates this Lease as of the date of occurrence of such damage by giving written notice to Concessionaire of City’s election to do so within thirty (30) days after the date of occurrence of such damage. In the event, City elects to terminate this Agreement pursuant hereto, Concessionaire shall have the right within ten (10) days after receipt of the required notice to notify City in writing of Concessionaire’s intention to repair such damage at Concessionaire’s expense, without reimbursement from City, in which event this Agreement shall continue in full force and effect and Concessionaire shall proceed to make such repairs as soon as reasonably possible. SECTION 16.02 LIMITS OF CITY’S OBLIGATIONS DEFINED City shall not be liable for the following: (i) any damage to property of Concessionaire or others located on the Premises or in the Airport; (ii) the loss of or damage to any property of Concessionaire or of others by theft or otherwise; (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain, or snow; (iv) leaks from any part of the Premises or the Airport; from the pipes, appliances, or plumbing works; from the roof, street, subsurface, or from any other place; or from dampness or by any other cause of whatsoever nature; (v) any such damage caused by Concession Agreement - Working Draft Page 83 of 96 Draft Date: 2022-12-05 other Concessionaires, persons in the Premises, occupants of adjacent property, of the Airport, or of the public; (vi) damages caused by operations in construction of any private, public, or quasi-public work; (vii) any latent defect in the Premises or in the building of which they form a part; and (viii) all property of Concessionaire kept or stored on the Premises is at the risk of Concessionaire only. Further, Concessionaire shall defend and hold City harmless from and hereby waives any claims arising out of damage to the same or damage to Concessionaire's business, including subrogation claims by Concessionaire's insurance carrier. Concessionaire shall give immediate telephone notice to City in case of fire, casualty, or accidents in the Premises or in the building of which the Premises is a part, of defects therein, or in any fixtures or equipment. Concessionaire shall promptly thereafter confirm such notice in writing. Redecoration, replacement, and refurbishment of furniture, fixtures, equipment, and supplies will be the responsibility of and paid for by Concessionaire and will be of equivalent quality to that originally installed hereunder. City will not be responsible to Concessionaire for any claims related to loss of use, loss of profits, or loss of business resulting from any partial, extensive, or complete destruction of the Premises regardless of the cause of damage. SECTION 16.03 ALTERNATE SPACE City will use its best efforts to provide Concessionaire with alternate areas acceptable to Concessionaire to continue its operation while City makes repairs to the Premises, in accordance with the terms of this Article, except for damages caused by Concessionaire’s acts, omissions or negligence. ARTICLE XVII. DAMAGING ACTIVITES No goods or materials will be kept, stored, or used in or on the Premises that are flammable, explosive, hazardous (as defined below) or that may be offensive or cause harm to the public or cause damage to the Premises. Concessionaire is responsible for compliance and shall require its contractors to comply with all federal, state, and local environmental rules, regulations, and requirements. This includes compliance with all rules and regulations and Tenant Handbook incorporated hereto by reference. Concessionaire shall obtain all necessary federal, state, local, and Airport permits and comply with all permit requirements. Nothing will be done on the Premises other than as provided in this Agreement that will increase the rate of or suspend the insurance on the Premises or on any structure of City. No machinery or apparatus will be used or operated on the Premises that will damage the Premises or adjacent areas; provided, however, that nothing in this Article will preclude Concessionaire from bringing or using on or about the Premises, with approval by City, such materials, supplies, equipment, and machinery as are appropriate or customary in the operation of Concessionaire's business under this Agreement. Concessionaire agrees that nothing shall be done or kept on the Premises that might impair the value of City’s property or that would constitute waste. Concession Agreement - Working Draft Page 84 of 96 Draft Date: 2022-12-05 The term “Hazardous” will mean: A. Any substance the presence of which requires or may later require notification, investigation, or remediation under any environmental law. B. Any substance that is or becomes defined as a “hazardous waste”, “hazardous material”, “hazardous substance”, “pollutant” or “contaminant” under any federal, state, or local environmental law, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.), the Resources Conservation and Recovery Act (42 U.S.C. §6901 et seq.) and the associated regulations. C. Any substance that is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise harmful and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, any state of the United States, or any political subdivision within any state. D. Any substance that contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds. E. Any substance that contains polychlorinated biphenyls, asbestos, or urea formaldehyde foam insulation. F. Any substance that contains or emits radioactive particles, waves, or materials, including, without limitation, radon gas. Concessionaire agrees that nothing shall be done or kept on the Premises and no improvements, changes, alterations, additions, maintenance, or repairs made that might impair the structural soundness of the building; result in an overload of utility, plumbing, or HVAC systems serving the Terminals or interfere with electric, electronic, or other equipment at the Airport. In the event of violations hereof, Concessionaire agrees immediately to remedy the violation at Concessionaire's own cost and expense. Concessionaire shall be responsible for any damage caused by Concessionaire to the Premises, Airport, any City property or operations, or the property of any other concessionaire, person, or entity, either by act, omission, or because of the operations of Concessionaire. In the event, of such damage, Concessionaire will give City immediate notice thereof, and Concessionaire will immediately make the necessary repairs at its own cost and expense. Concessionaire shall be required to comply with the obligations set forth in Article IX with respect to all work required to be performed in accordance with this Section. City reserves the right, if in the best interest of City, to perform the necessary repairs immediately itself. Concessionaire covenants to reimburse City, for the costs and expenses associated with necessary repairs plus an administrative fee of fifteen percent (15%). If the same type of damage is caused by Concessionaire more than once in a twelve (12) month period, such as a water leakage, electrical service interruption, or other damage, Concessionaire shall submit a Remediation Plan, as set forth in Section 6.01.C. Concession Agreement - Working Draft Page 85 of 96 Draft Date: 2022-12-05 ARTICLE XVIII. COMPLIANCE WITH LAWS, REGULATIONS, ORDINANCES, AND RULES Concessionaire, its officers, authorized officials, employees, agents, subcontractors, or those under its control, will at all times comply with applicable federal, state, and local laws and regulations, present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies,, all applicable health rules and regulations and other mandates whether existing or as promulgated from time to time by the federal, state, or local government, or City including, but not limited to, permitted and restricted activities, security matters, parking, ingress and egress, environmental and storm water regulations and any other operational matters related to the operation of the Airport. Concessionaire’s failure to keep and observe said laws, regulations, ordinances, and rules shall constitute a material breach of the terms of this Agreement in the manner as if the same were contained herein as covenants. SECTION 18.01 MINIMUM COMPENSATION / LIVING WAGE Concessionaire agrees to comply fully with and be bound by all present or future minimum compensation regulations, as set forth by City or the State of California. ARTICLE XIX. AIRPORT SECURITY Concessionaire, its officers, authorized officials, employees, agents, subcontractors, and those under its control, will comply with safety, operational, or security measures required of Concessionaire or City by the FAA or TSA. If Concessionaire, its officers, authorized officials, employees, agents, subcontractors or those under its control fail or refuse to comply with said measures and such non-compliance results in a monetary penalty being assessed against City, then, in addition to any other remedies available to City, Concessionaire covenants to fully reimburse City any fines or penalties levied against City, and any attorney fees or related costs paid by City as a result of any such violation. This amount must be paid by Concessionaire within fifteen (15) days from the date of the invoice or written notice. Concessionaire understands and acknowledges that its ability to remain open and conduct operations under this Agreement is subject to changes in alert status as determined by TSA, which is subject to change without notice. If the security status of the Airport changes at any time during the Term of this Agreement, Concessionaire shall take immediate steps to comply and assist its employees, agents, independent Contractors, invitees, successors, and assigns in complying with security modifications that occur because of the changed status. At any time, Concessionaire may obtain current information from the Airport’s Public Safety Office regarding the Airport’s security status in relation to Concessionaire’s operations at the Airport. ARTICLE XX. AMERICANS WITH DISABILITIES ACT Concessionaire will comply with the applicable requirements of the Americans with Disabilities Act (ADA) 42 USC § 12000 et seq. and any similar or successor laws, Concession Agreement - Working Draft Page 86 of 96 Draft Date: 2022-12-05 ordinances, rules, standards, codes, guidelines, and regulations and will cooperate with City concerning the same subject matter. If compliance cannot be achieved, Concessionaire shall proceed formally to the federal, state, or local agency having jurisdiction for a waiver of compliance. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the Concessionaire from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the Concessionaire, if requested by the Concessionaire. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. ARTICLE XXI. FAA APPROVAL This Agreement may be subject to approval of the FAA. If the FAA disapproves this Agreement, it will become null and void, and both Parties will bear their own expenses relative to this Agreement, up to the date of disapproval. ARTICLE XXII. RIGHT OF FLIGHT Concessionaire's right to use the Premises for the purposes set forth in this Agreement shall be secondary and subordinate to the operation of the Airport. Concessionaire acknowledges that because of the location of the Premises at the Airport, noise, vibrations, fumes, debris, and other interference with the Permitted Use(s) will be caused by Airport operations. Concessionaire hereby waives all rights or remedies against City arising out of any noise, vibration, fumes, debris, and/or interference that is caused by the operation of the Airport. City specifically reserves for itself and for the public a right of flight for the passage of aircraft in the airspace above the surface of the Airport. Additionally, City reserves for itself the right to cause in said airspace such noise, vibration, fumes, debris, and other interference as may be inherent in the present and future operation of aircraft. Concessionaire expressly agrees for itself, its successors and assigns, to prevent any use of the Premises, which would interfere with or adversely affect the operation or maintenance of the Airport, or otherwise constitute an airport hazard. ARTICLE XXIII. FEDERAL RIGHT TO RECLAIM In the event, a United States governmental agency demands and takes over the entire facilities of the Airport or the portion thereof wherein the Premises are located, for public purposes, for a period more than ninety (90) consecutive days, then this Agreement will terminate and City will be released and fully discharged from all liability hereunder. In the event, of such termination, Concessionaire’s obligation to pay rent will cease; however, nothing herein will be construed as relieving either Party from any of its liabilities relating to events or claims of any kind whatsoever prior to this termination. Concession Agreement - Working Draft Page 87 of 96 Draft Date: 2022-12-05 ARTICLE XXIV. PROPERTY RIGHTS RESERVED This Agreement is subject and subordinate to the terms, reservations, restrictions, and conditions of any existing or future agreements between City and the United States, when the execution of such agreements has been or may be required as a condition precedent to the transfer of federal rights or property to City for Airport purposes and the expenditure of federal funds for the extension, expansion, or development of the Airport. The provisions of the attached Appendix E and Appendix F are incorporated herein by reference and if the FAA or its successors requires modifications or changes to this Agreement as a condition precedent to the granting of funds for the improvement of the Airport, or otherwise. Concessionaire understands, accepts, and agrees to consent to such amendments, modifications, revisions, supplements, or deletions of any of the terms, conditions, or requirements of this Agreement as may be reasonably required to satisfy the FAA requirements. ARTICLE XXV. ASSIGNMENT AND SUBCONTRACT Concessionaire may not assign, subcontract and/or sublease its rights, interests or obligations in whole or in part under this Agreement without the prior written consent of City, in City’s sole and absolute discretion. Concessionaire shall not grant any license or concession hereunder, or permit any other person or persons, company, or corporation to occupy the Premises without first obtaining written consent of City, in City’s sole and absolute discretion. Any attempt by Concessionaire to in any way directly transfer all or part of its interest in this Agreement (including any attempt to transfer ownership of the equity or voting interest in the stock of Concessionaire if Concessionaire is a corporate entity or the ownership interest in such other entity or control of Concessionaire or Concessionaire’s operations through sale, exchange, merger, consolidation, or other such transfer) without prior written consent of City shall, at the option of the Director or designee, automatically terminate this Agreement and all rights of Concessionaire hereunder. Subject to the terms and conditions set forth in this Section, and only after it has received City’s written approval and consent, Concessionaire shall be permitted to subcontract with respect to all or any portions of the Premises. City’s consent to one assignment/subcontract/sublease shall not be deemed a consent to subsequent assignments/subcontracts/subleases. Each party to a subcontract and each subcontract, and any contemporaneous or subsequent addendum, amendment, modification, or other agreement relating to any such subcontract, must be approved in advance by City. The subcontract must contain substantially the same business terms and conditions as those found in this Agreement, and the subcontract must acknowledge the existence of this Agreement and that the subcontracting parties are jointly bound by the terms and conditions of this Agreement, and state that the subcontracting parties shall comply with and satisfy the requirements and obligations of Concessionaire hereunder. All rent, fees, charges, or other monies due and payable hereunder which are, pursuant to any subcontract, to be paid by a subcontractor shall not be marked-up by Concessionaire. Sub-lessees must independently operate any subcontracted premises and adhere to and comply with all the terms, conditions, requirements, restrictions, obligations, and standards set forth herein, Concession Agreement - Working Draft Page 88 of 96 Draft Date: 2022-12-05 including without limitation, all audit standards incorporated herein. Subleasing parties shall be jointly bound by the terms and conditions of this Agreement, and the subcontracting parties shall comply with the requirements and obligations of Concessionaire hereunder. ARTICLE XXVI. CORPORATE TENANCY If Concessionaire is a corporation, partnership, or limited liability business organization, the undersigned officer of Concessionaire hereby warrants and certifies to City that Concessionaire is a corporation in good standing, is authorized to do business in the State of California, and the undersigned officer is authorized and empowered to bind the corporation to the terms of this Agreement by his or her signature thereto. Further, If Concessionaire is a partnership or other business organization, each member shall be deemed to be jointly and severally liable if such members are subject to personal liability. No director, officer, or employee of City shall be held personally liable under this Agreement because of its good faith execution or attempted execution. ARTICLE XXVII. RIGHT TO DEVELOP AIRPORT Concessionaire acknowledges City's responsibility to the public to prudently operate, maintain and develop the City's facilities. In executing this responsibility, City shall have the right to undertake developments, renewals, and replacements which the City deems prudent or necessary. Such right shall include the right of City to terminate this Agreement early in the event that Concessionaire's possession of the Premises conflicts with, limits or interferes with proposed City development, renewal, replacement or expansion of City properties or operation of the Airport, subject to the notice requirements contained in Section 2.04. ARTICLE XXVIII. ATTORNEY’S FEES AND COSTS In the event legal action is required by City to enforce this Agreement, City will be entitled to recover costs and attorneys’ fees, including in-house attorney time (fees) and appellate fees. ARTICLE XXIX. RIGHT TO AMEND If the FAA or its successors requires amendments, modifications, revisions, supplements, or deletions in this Agreement as a condition precedent to the granting of funds for the improvement of the Airport, Concessionaire agrees to consent to such amendments, modifications, revisions, supplements, or deletions to this Agreement as may be required to obtain such funds. Concession Agreement - Working Draft Page 89 of 96 Draft Date: 2022-12-05 ARTICLE XXXI. NOTICES AND COMMUNICATIONS All notices or communication, whether to City or to Concessionaire pursuant hereto, will be deemed validly given, served, or delivered upon receipt by the Party by hand delivery, or three (3) days after depositing such notice or communication in a postal receptacle, return receipt requested, or one (1) day after depositing such notice or communication with a reputable overnight courier service, and addressed as follows: Concessionaire City of Fresno, Airports Department Attn. Director of Aviation 4995 E. Clinton Way Fresno, CA 93727 or to such other address or parties within the State of California as either party may designate in writing by notice to the other Party delivered in accordance with the provisions of this Article. If the notice is sent through a mail system, a verifiable tracking documentation, such as a certified return receipt or overnight mail tracking receipt, is encouraged. Either Party may, however, designate a different address from time to time by providing written notice thereof. ARTICLE XXXII. BOND ORDINANCES This Agreement is in all respects subject and subordinate to any City bond ordinances applicable to the Airport, and to any other bond ordinances, which should amend, supplement, or replace such bond ordinances. The Parties to this Agreement acknowledge and agree that all property subject to this Agreement that was financed by the net proceeds of tax-exempt bonds is owned by City. Concessionaire agrees not to take any action that would impair or omit to take any action required to confirm the treatment of such property as owned by City for purposes of §142(b) of the Internal Revenue Code of 1986, as amended. Concessionaire agrees to make and hereby makes an irrevocable election (binding on itself and all successors in interest under this Agreement) not to claim depreciation or an investment credit with respect to any property subject to this Agreement that was financed by the net proceeds of tax-exempt bonds. Concession Agreement - Working Draft Page 90 of 96 Draft Date: 2022-12-05 Concessionaire shall execute such forms and take such other action as City may request to implement such election. ARTICLE XXXIII. FORCE MAJEURE Neither Party hereto shall be liable to the other for any failure, delay, or interruption in the performance of any of the terms, covenants, understandings, or conditions of this Agreement due to causes beyond the control of that Party, including without limitation strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage, or any other circumstance for which such Party is not responsible or which is not in its power to control (collectively referred to as "Force Majeure"). A lack of funds, however, will never be deemed beyond a Party’s power to control, and in no event shall this paragraph be construed to allow Concessionaire to reduce or abate its obligation to pay any obligation due herein. This relief is not applicable unless the affected Party does the following: A. Uses due diligence to remove the Force Majeure as quickly as possible. B. Provides the other Party with prompt written notice of the cause and its anticipated effect. C. Provides the other Party with written notice describing the actual delay or non- performance incurred within seven days after the Force Majeure ceases. ARTICLE XXXIV. RELATIONSHIP OF THE PARTIES Concessionaire is and will be deemed to be an independent contractor and operator responsible to all parties for its respective acts or omissions, and City will in no way be responsible, therefore. Nothing contained in this Agreement shall be deemed or construed by the City or Concessionaire, or by any third party, as creating the relationship of principal and agent, partners, joint venturers, or any other similar such relationship, between the City and Concessionaire. It is understood and agreed that neither the method of computation of Rent or any other payments, nor any other provision contained in this Agreement, nor any acts of the City or Concessionaire creates a relationship other than the relationship of the City and Concessionaire as described in this Lease. ARTICLE XXXV. CITY APPROVALS Except as otherwise indicated elsewhere in this Agreement, wherever in this Agreement approvals are required to be given or received by City, it is understood that the Director or designee, is hereby empowered to act on behalf of City. Further, except as otherwise indicated elsewhere in this Agreement, wherever in this Agreement approvals are required to be given by the Director or designee, it is understood that the Director or designee may further delegate such authority through the Tenant Handbook. Concession Agreement - Working Draft Page 91 of 96 Draft Date: 2022-12-05 ARTICLE XXXVI. INVALIDITY OF CLAUSES The invalidity of any part, portion, article, paragraph, provision, or clause of this Agreement will not have the effect of invalidating any other part, portion, article, paragraph, provision, or clause thereof, and the remainder of this Agreement will be valid and enforced to the fullest extent permitted by law, provided that such invalidity does not materially prejudice either Concessionaire or the City in their respective rights and obligations contained in the valid terms, covenants, or conditions hereof. ARTICLE XXXVII. TIME IS OF THE ESSENCE Time is of the essence of this Agreement. ARTICLE XXXVIII. TAXES Concessionaire will bear, at its own expense, all costs of operating its business including all applicable sales, use, intangible and possessory interest taxes of any kind, against Concessionaire’s Premises, the real property and any improvements thereto, Trade Fixtures and other personal property used in the performance of the Concession or estate which are created herein, or which result from Concessionaire’s occupancy or use of the Premises or assessed on any payments made by Concessionaire hereunder, whether levied against Concessionaire or City. Concessionaire will also pay any other taxes, fees, or assessments against the Premises or estate created herein. Concessionaire will pay the taxes, fees, or assessments reflected in a notice Concessionaire receives from City within thirty (30) days after Concessionaire’s receipt of that notice or within the time period prescribed in the tax bill. City will attempt to cause the taxing authority to send the applicable tax bills directly to Concessionaire and Concessionaire will remit payment directly to the taxing authority, in such instance. Concessionaire may reserve the right to contest such taxes, fees, or assessments and withhold payment upon written notice to City of its intent to do so, so long as the nonpayment does not result in a lien against the real property or any improvements thereon or a direct liability on the part of City. Concessionaire shall pay to City, with each payment of Concessions Space Rent, Support Space Rent, and Percentage Rent and all other fees to City, all sales or other taxes which may be due with respect to such payments, and upon receipt, City shall remit such taxes to the applicable taxing authorities.1 ARTICLE XXXIX. PATENTS AND TRADEMARKS Concessionaire covenants, warrants, and represents that it is the owner of or fully authorized to use any services, processes, machines, articles, marks, names, or slogans used by it in its operations under this Agreement. Concessionaire will not utilize any 1 Any interest in real property which exists as a result of possession, exclusive use, or a right to possession or exclusive use of any real property (land and/or improvements located therein or thereon) which is owned by the City of Fresno (City) is a taxable possessory interest unless the possessor of interest in such property is exempt from taxation. With regard to any possessory interest to be acquired by Concessionaire under this Agreement, Concessionaire, by its signatures hereunto affixed, warrants, stipulates, confirms, acknowledges and agrees that, prior to executing this Agreement, Concessionaire either took a copy of this Agreement to the office of the Fresno County Tax Assessors or by some other appropriate means independent of City or any employee, agent, or representative of City determined, to Concessionaire’s full and complete satisfaction, how much Concessionaire will be taxed, if at all. Concession Agreement - Working Draft Page 92 of 96 Draft Date: 2022-12-05 protected patent, trademark, or copyright, including any patents, trademarks, or copyrights owned by City, in its operations under this Agreement, unless it has obtained prior proper permission, all releases, and other necessary documents. Concessionaire agrees to indemnify, defend, and hold harmless City, its officers, employees, agents, and representatives from any loss, liability, expense, suit, or claim for damages in connection with any actual or alleged infringement of any patent, trademark, or copyright arising from any alleged or actual unfair competition or other similar claim arising out of the operations of Concessionaire under this Agreement. ARTICLE XL. AGENT FOR SERVICE OF PROCESS It is expressly agreed and understood that if Concessionaire is not a resident of the State of California, or is an association or partnership without a member or partner resident of said State, or is a foreign corporation, then in any such event Concessionaire does designate the Secretary of State, State of California, as its agent for the purpose of service of process in any court action between it and City arising out of or based upon this Agreement, and the service will be made as provided by the laws of the State of California for service upon a non-resident. It is further expressly agreed, covenanted, and stipulated that if for any reason service of such process is not possible, and Concessionaire does not have a duly noted resident agent for service of process, as an alternative method of service of process, Concessionaire may be personally served with such process out of this State, by the registered mailing of such complaint and process to Concessionaire at the address set out in this Agreement. Such service will constitute valid service upon Concessionaire as of the date of mailing. Concessionaire will have thirty (30) days from date of mailing to respond thereto. It is further expressly understood that Concessionaire hereby agrees to the process so served, submits to the jurisdiction of the court, and waives all obligation and protest thereto, any laws to the contrary notwithstanding. ARTICLE XLI. COMPLIANCE WITH PUBLIC RECORDS LAW SECTION 41.01 AGREEMENT SUBJECT TO CALIFORNIA PUBLIC RECORDS ACT Concessionaire acknowledges, understands, and accepts that City is subject to the provisions of the California Public Records Act (CPRA), California Government Code Section 6250 et. seq. Concessionaire acknowledges that all documents prepared or provided by Concessionaire under this Agreement may be subject to the provisions of the CPRA. Any other provision of this Agreement notwithstanding, including Exhibits, Attachments, and other documents incorporated into this Agreement by reference, all materials, records, and information provided by Concessionaire to City shall be considered confidential by City only to the extent provided in the CPRA, and Concessionaire agrees that any disclosure of information by City consistent with the provisions of the CPRA shall result in no liability of City. Concessionaire agrees to defend, indemnify, hold harmless, and fully cooperate with City in the event of a request for disclosure or a lawsuit arising under such act for the disclosure of any documents or information, which Concessionaire asserts is confidential and exempt from disclosure. Concession Agreement - Working Draft Page 93 of 96 Draft Date: 2022-12-05 SECTION 41.02 INDEMNIFICATION IN EVENT OF INTERVENTION In the event of a request to City for disclosure of such information, time, and circumstances permitting, City will make a good faith effort to advise Concessionaire of such request to give Concessionaire the opportunity to object to the disclosure of any material Concessionaire may consider confidential, proprietary, or otherwise exempt from disclosure. In the event of the filing of a lawsuit to compel disclosure, City will tender all such material to the court for judicial determination of the issue of disclosure. Concessionaire agrees it will either waive any claim of privilege or confidentiality or intervene in such lawsuit to protect materials Concessionaire does not wish disclosed. If Concessionaire chooses to intervene in such a lawsuit and oppose disclosure of any materials, Concessionaire agrees to defend, indemnify, and hold harmless City, its officers, agents, and employees from any claim, damages, expense, loss, or costs arising out of Concessionaire’s intervention including prompt reimbursement to City of all reasonable attorney fees, costs, and damages that City may incur directly or may be ordered to pay by such court. ARTICLE XLII. DATA SECURITY Concessionaire will establish and maintain safeguards against the destruction, loss, or alteration of City data or third-party data that Concessionaire may gain access to or be in possession of in the performance of this Agreement. Concessionaire will not attempt to access, and will not allow its personnel access to, City data or third-party data that is not require for the performance of the services of this Agreement by such personnel. Concessionaire will adhere to and abide by the security measures and procedures established by City. In the event, Concessionaire or Concessionaire’s subcontractor (if any) discovers or is notified of a breach or potential breach of security relating to City data or third party data, Concessionaire will promptly: (i) notify City of such breach or potential breach; and ii) if the applicable City data or third party data was in the possession of Concessionaire at the time of such breach or potential breach, Concessionaire will investigate and cure the breach or potential breach. ARTICLE XLIII. USE, POSSESSION, OR SALE OF ALCOHOL OR DRUGS Concessionaire, its officers, agents, and employees shall cooperate and comply with the provisions of the Federal Drug-Free Workplace Act of 1988 and State of California, County and City of Fresno laws and statutes, or any successor thereto, concerning the use, possession, or sale of alcohol or drugs. Except as may be otherwise authorized by this Agreement, Concessionaire shall prohibit consumption of alcohol within those areas that are not covered by Concessionaire’s California Department of Alcoholic Beverage Control Type 47 (On Sale General Eating Place) License. Violation of these provisions or refusal to cooperate with implementing this alcohol and drug policy can result in City barring Concessionaire from City facilities or participating in City operations. Concession Agreement - Working Draft Page 94 of 96 Draft Date: 2022-12-05 ARTICLE XLIV. HAZARDOUS SUBSTANCES AND OSHA COMPLIANCE No goods, merchandise or material will be kept or stored by Concessionaire at Airport which are explosive or hazardous; and no offensive or dangerous trade, business or occupation will be carried on therein or thereon. Nothing will be done in the performance of this Agreement which will increase the rate of or suspend any insurance policy or coverage of City and/or Airport. Concessionaire covenants that all materials, equipment, and all other items used in the performance of this Agreement are in compliance with Occupational Safety and Health Administration (OSHA). ARTICLE XLV. CITY’S SMOKING/VAPING POLICY Concessionaire agrees that it will prohibit smoking/vaping by its employees and the public in the Premises. Concessionaire further agrees to not sell or advertise tobacco products. Concessionaire acknowledges that smoking/vaping is not permitted in the Airport’s buildings and facilities except for designated areas. Concessionaire and its officers, agents, and employees shall cooperate and comply with the provisions of State of California and City of Fresno laws and statutes. See Appendix P (City’s Smoking/Vaping Policy) for further details. ARTICLE XLVI. WAIVERS No waiver by City at any time of any of the terms, conditions, covenants, or agreements of this Agreement, or noncompliance therewith, will be deemed or taken as a waiver at any time thereafter of the same or any other term, condition, covenant, or agreement herein contained, nor of the strict and prompt performance thereof by Concessionaire. No delay, failure, or omission of City to exercise any right, power, privilege or option arising from any default nor subsequent payment of charges then or thereafter accrued, will impair any such right, power, privilege, or option, or be construed to be a waiver of any such default or relinquishment thereof or acquiescence therein. No notice by City will be required to restore or revive time as being of the essence hereof after waiver by City or default in one or more instances. No option, right, power, remedy, or privilege of City will be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all the rights, powers, options, or remedies given to City by this Agreement are cumulative and no one of them will be exclusive of the other or exclusive of any remedies provided by law, and that the exercise of one right, power, option, or remedy by City will not impair its rights to any other right, power, option or remedy. ARTICLE XLVII. COMPLETE AGREEMENT This Agreement represents the complete understanding between the Parties, and any prior agreements or representations, whether written or verbal, are hereby superseded. This Agreement may subsequently be amended only by written instrument signed by the Parties hereto, unless provided otherwise within the terms and conditions of this Agreement. Concession Agreement - Working Draft Page 95 of 96 Draft Date: 2022-12-05 ARTICLE XLVIII. ORDER PRECEDENCE The documents listed below are a part of this Agreement and are hereby incorporated by reference. In the event of inconsistency between the documents, unless otherwise provided herein, the terms of the following documents will govern in the following order of precedence: A. Terms and Conditions as contained in this Agreement. B. RFP No. 12300507 C. Concessionaire’s Response to RFP No. 12300507, and any subsequent information submitted by Concessionaire during the evaluation process, as modified and accepted by City. ARTICLE XLIX. BROKER'S COMMISSION Concessionaire represents and warrants that it has not caused nor incurred any claims for brokerage commissions or finder's fees in connection with the execution of this Agreement. Concessionaire shall defend, indemnify, and hold City harmless against all liabilities arising from any such claims caused or incurred by it (including the cost of attorney fees in connection therewith). This Agreement does not, and shall not be deemed or construed to, confer upon or grant to any Third Party or parties (except parties to whom the Concessionaire may assign this Agreement in accordance with the terms hereof, and except any successor to City) any right to claim damages or to bring any suit, action or other proceeding against either City or Concessionaire because of any breach hereof or because of any of the terms, covenants, agreements and conditions herein. ARTICLE L. NO LIMIT ON CITY’S POWERS Nothing in this Agreement shall limit in any way the power and right of City to exercise its governmental rights and powers, including its powers of eminent domain. /// /// /// /// Concession Agreement - Working Draft Page 96 of 96 Draft Date: 2022-12-05 ARTICLE LI. SIGNATURES This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. This Agreement is expressly subject to and shall not be or become effective or binding on City until approved by City, if so required, and fully executed by all signatories of City. This Agreement may be signed electronically by the Parties in the manner specified by City. CITY OF FRESNO, CALIFORNIA A Municipal Corporation By: Henry Thompson, A.A.E., IAP Director of Aviation APPROVED AS TO FORM: RINA GONZALES Interim City Attorney By: _____________________________ Brandon M. Collet, Date Supervising Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: ____________________________ Deputy Address for Notice: City of Fresno Airports Department 4995 E. Clinton Way Fresno, CA 93727 (CONCESSIONAIRE) A Corp/LLC By: ] (Printed Name) Title: ] (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: ] (Printed Name) Title: ] (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Address for Notice: ______________________________ ______________________________ ______________________________ Exhibits and Attachments: City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-607 Agenda Date:4/27/2023 Agenda #: 1.-C. REPORT TO THE CITY COUNCIL FROM:GEORGEANNE A. WHITE, City Manager Office of the Mayor and City Manager BY:ALMA TORRES, Deputy City Manager Office of the Mayor and City Manager SUBJECT ***RESOLUTION - Adopt the 37th Amendment to the Annual Appropriation Resolution (AAR) No. 2022-154 to appropriate $2,383,200 from FY 2023 General Fund surplus to various City Departments (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto). City of Fresno Printed on 4/21/2023Page 1 of 1 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT R. 2023-115 APPROVED ON CONSENT City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-663 Agenda Date:4/27/2023 Agenda #: 1.-D. REPORT TO THE CITY COUNCIL FROM:GEORGEANNE A. WHITE, City Manager Office of Mayor & City Manager BY:JENNIFER RUIZ, Deputy City Manager Office of Mayor & City Manager SUBJECT Actions pertaining to Commercial Cannabis Activity: 1. Approve the Loan Agreement for Eddie Rodriguez (the Owner) of Truffle Tree LLC, a cannabis social equity business, in the amount of $75,000 to assist with the start-up, regulatory costs, and operating costs of opening a retail commercial cannabis business in the City of Fresno. 2. Adopt a Resolution Authorizing the City Manager to award $114,006.85 in State of California Cannabis Equity Act Grant Funding to each approved Social Equity Applicants. RECOMMENDATION Staff recommends that the City Council approve a cannabis social equity loan agreement for Truffle Tree LLC and approve a resolution to authorize the City Manager to issue additional grants to five cannabis social equity applicants. EXECUTIVE SUMMARY The Fresno Municipal Code requires that the City Manager develop a program, as funding is available, to issue business loans and grants to qualified equity applicants. The City of Fresno executed a grant agreement with the State of California to accept the Cannabis Equity Act Grant. Through this grant, the City has offered a $33,000.00 grant to cannabis social equity applicants to assist with City of Fresno fees associated with a CUP application and cannabis business permit. The City has also offered a $75,000 no-interest loan to help with business start-up costs for each cannabis social equity business, once it has preliminary CCB permit approval, funded by the State of California Cannabis Equity Act Grant. On January 25, 2023, Eddie Rodriguez submitted an application for the cannabis social equity loan program on behalf of Truffle Tree LLC. The company is a cannabis social equity business, located at 245 M Street, in Fresno, with preliminary approval for a commercial cannabis business microbusiness permit and an active conditional use permit application under review by the Planning and Development Department. The City of Fresno cannabis social equity grant and loan program was initially developed to offer one City of Fresno Printed on 4/21/2023Page 1 of 4 powered by Legistar™ 04-27-2023 MA/AP 5-1 GB VOTED NO, MK ABSENT R. 2023-116 APPROVED ON CONSENT File #:ID 23-663 Agenda Date:4/27/2023 Agenda #: 1.-D. The City of Fresno cannabis social equity grant and loan program was initially developed to offer one $33,000 grant and one $75,000 loan with the anticipation that there would be more eligible social equity businesses that would apply for the equity assistance program.However,only five businesses applied for the social equity grant/loan program.The State of California Equity Act grant ends April 30 th,2023 and all grant funds must be encumbered by this date.The City will issue an additional grant of $114,006.85 for each of the following cannabis social equity businesses: ·Truffle Tree LLC ·Traditional Fresno ME LLC ·Beyond Rooted 559 LLC ·VCA-OPS, Inc. ·Roeding Leaf Inc (dba Banyan Tree) BACKGROUND Fresno Municipal Code (FMC)section 9-3316(b)(6)(vii)requires that an Equity Assistance Program be established by the City Manager and,once funding becomes available,shall provide the following assistance to qualified social equity applications (as defined by FMC 9-3316(b)(6)): ·Assistance in paying state regulatory and licensing fees; ·Assistance securing business locations prior to or during the application process; ·Assistance securing capital investments (excluding loans and grants from the city); ·Assistance in recruiting, training, and retention of qualified/diverse workforce; and ·Business loans and/or grants to equity applicants. On October 15,2020,the City Council approved the Cannabis Social Equity Assistance Program Services. On November 8, 2016, California voters approved Proposition 64, the Control, Regulate, and Tax Adult Use of Marijuana Act (AUMA). In its statement of purpose and intent, AUMA calls for regulating cannabis in a way that “reduces barriers to entry into the legal, regulated market.” GO-Biz administers the Cannabis Equity Grants Program for Local Jurisdictions, funded by the Cannabis Tax Fund, to aid local equity program efforts to support equity applicants and equity licensees. Offering technical support, regulatory compliance assistance, and assistance with securing the capital necessary to begin a business will further the stated intent of the AUMA by reducing barriers to entry into the regulated cannabis industry. Offering these types of support will also aid the state in its goal of eliminating or reducing the illicit cannabis market by bringing more people into the legal marketplace. On April 8,2021,the City Council approved resolution 2021-080 authorizing the State of California Cannabis Equity Act Grant Funding.Through this grant,the City was awarded $1,204,934.25.The grant agreement,number CEG-21-121,was executed by the City Manager on April 1,2021.The grant term was from April 15, 2021 to October 31, 2022 and has been extended to April 30, 2023. The Cannabis Equity Grant provides a total of $330,000 for grants,to assist with local and state licensing and regulatory fees (budgeted at $33,000 per qualified social equity applicant),and $754,934.25 for no-interest business loans (budgeted as up to $75,000 per qualified social equity applicant). City of Fresno Printed on 4/21/2023Page 2 of 4 powered by Legistar™ File #:ID 23-663 Agenda Date:4/27/2023 Agenda #: 1.-D. On January 25,2023,Eddie Rodriguez submitted an application for the cannabis social equity loan program on behalf of Truffle Tree LLC.The company is a cannabis social equity business,located at 245 M Street,in Fresno,with preliminary approval for a commercial cannabis business microbusiness permit and an active conditional use permit application under review by the Planning and Development Department. On November 10,2022,Eddie Rodriguez (the Owner)of Truffle Tree LLC,signed the loan agreement document agreeing to the terms of the loan,including the term of repayment described in section 2 of the loan agreement. The City of Fresno cannabis social equity grant and loan program was initially developed to offer one $33,000 grant and one $75,000 loan with the anticipation that there would be more eligible social equity businesses that would apply for the equity assistance program.However,only five businesses applied for the social equity grant/loan program.The State of California Equity Act grant ends April 30 th,2023 and all grant funds must be encumbered by this date.The City will issue an additional grant of $114,006.85 for each of the following cannabis social equity businesses: ·Truffle Tree LLC ·Traditional Fresno ME LLC ·Beyond Rooted 559 LLC ·VCA-OPS, Inc. ·Roeding Leaf Inc (dba Banyan Tree) Funding is one of the major barriers to entry into the cannabis industry.Traditional business financing is typically not an option for cannabis entrepreneurs and is even more challenging for cannabis social equity applicants.To qualify as a social equity applicant,most applicants need to demonstrate low- income status.Depending on location,it costs a minimum of $400,000 and upwards of $1 million to open legal cannabis business.The social equity businesses receiving these grants have maintained compliant business locations since early 2021,meaning they have each committed an average of approximately $100,000 already to maintain their business locations throughout the permitting process.Building renovation costs,inventory,equipment,and staffing costs are just a few of the additional expenses these applicants are currently incurring or soon to incur.The grants and loans provided to cannabis social equity applicants by the City of Fresno through the California Equity Act grants are intended to help cannabis social equity operators get open and operational but will by no means cover all of the costs necessary to commence business. ENVIRONMENTAL FINDINGS Pursuant to California Environmental Quality Act (CEQA)Guidelines Section 15378,this item is not a project for the purposes of CEQA. LOCAL PREFERENCE Local preference is not applicable for this item. City of Fresno Printed on 4/21/2023Page 3 of 4 powered by Legistar™ File #:ID 23-663 Agenda Date:4/27/2023 Agenda #: 1.-D. FISCAL IMPACT Funding is appropriated in the Fiscal Year 23-24 budget Attachments: Resolution with Exhibit A Truffle Tree LLC Loan Agreement City of Fresno Printed on 4/21/2023Page 4 of 4 powered by Legistar™ 1325 J Street, 18th FLOOR, SACRAMENTO, CALIFORNIA 95814 STATE OF CALIFORNIA OFFICE OF GOVERNOR GAVIN NEWSOMSTSTSTSTSTSTSTATATATATATATATEEEEEEEOFOFOFOFOFOFOFCCCCCCCALALALALALALALIFIFIFIFIFIFIFORORORORORORORNININININININIAAAAAAAOFOFOFOFOFOFOFFIFIFIFIFIFIFICECECECECECECE OOOOOOOFFFFFFF GOGOGOGOGOGOGOVEVEVEVEVEVEVERNRNRNRNRNRNRNOROROROROROROR GAGAGAGAGAGAGAVIVIVIVIVIVIVINNNNNNN NENENENENENENEWSWSWSWSWSWSWSOMOMOMOMOMOMOM CANNABIS EQUITY GRANTS PROGRAM FOR LOCAL JURISDICTIONS GRANT AGREEMENT This Cannabis Equity Grants Program for Local Jurisdictions Grant Agreement (“Agreement”) is by and between the City of Fresno (“Grantee”) and the California Governor’s Office of Business and Economic Development (“GO-Biz”), hereinafter jointly referred to as the “Parties” or individually as the “Party.” Unless otherwise specified in this Agreement, all definitions, rules, guidelines, and requirements specified in the Cannabis Equity Grants Program for Local Jurisdictions Grant Solicitation (“Grant Solicitation”) issued on December 1, 2020, shall apply to this Agreement. The identification number for this Agreement is CEG-2021-121. In consideration of the mutual covenants and promises in this Agreement, the Parties agree as follows: 1. Authority. This Agreement is authorized and entered into pursuant to the California Cannabis Equity Act as amended by AB 97 (Stats. 2019, Ch. 40) and an interagency agreement between the Bureau of Cannabis Control and GO-Biz, in which GO-Biz is authorized to provide grants to Eligible Local Jurisdictions to do either of the following: a.Assist the Local Jurisdiction in the development of its Local Equity Program. b.Assist Local Equity Applicants and/or Local Equity Licensees in the Local Jurisdiction to gain entry to, and to successfully operate in, the state’s regulated cannabis marketplace. The Bureau of Cannabis Control shall retain the powers and authority granted to it under California Business and Professions Code Section 26244, and nothing in this Agreement shall be construed to limit or impair its authority under that section. 2. Grant Term.The performance period of this Agreement shall be from April 15, 2021, or when this agreement is fully executed by all Parties, whichever is later, through October 31, 2022. Except as provided for in section 7 of this Agreement, grant funds shall be expended only during the Grant Term. 3. Grant Award. Based on its grant application and the points allocated to Grantee pursuant to the scoring criteria in the Grant Solicitation, and conditioned upon the requirements set for forth in this Agreement, GO-Biz shall provide Grantee a grant award of one million two hundred four thousand nine hundred thirty-four dollars and twenty-five cents ($1,204,934.25) for the term of this Agreement. In no event shall GO-Biz be obligated to pay any amount in excess of the grant award. Grantee waives any and all claims against GO-Biz, the Bureau of Cannabis Control, and the State of California for any costs that exceed the grant award. 4. Grant Scope/Description. Grantee agrees to use the grant award, in accordance with Exhibit A (“Budget”), for the purposes of assisting its Local Equity Applicants and/or Local Equity Licensees to gain entry to, and to successfully operate in, the state’s regulated cannabis marketplace. 5. Grant Award Disbursement. The grant award will be issued directly to Grantee in one disbursement, after execution of this Agreement by all parties, and Grantee providing to GO-Biz a copy of the resolution its governing body passed to provide Grantee the authorization to execute this Agreement. EXHIBIT A Page 2 of 7 6. Unused Grant Funds. Except as provided for in section 7, any amount of the grant award provided for under this Agreement that is not expended within the Grant Term, or at the termination of this Agreement, whichever is sooner, shall be returned to GO-Biz. Grantee shall notify GO-Biz of such unused grant funds and GO-Biz shall provide Grantee with instructions as to how to return the funds. 7. Continued Use of Grant Funds. Any portion of the grant award originally expended by Grantee during the Grant Term that is returned or repaid to Grantee (e.g., loan repayments from Local Equity Licensees to Grantee, in which the loaned amounts were grant funds from this Agreement) may be used subsequent to the end of Grant Term, however, any such funds shall retain their character and may only be used for the same purposes as identified in the Budget and subject to the same conditions as set forth in this Agreement, which will survive the Grant Term. 8. Eligible Uses. Grant funds may only be used for the following purposes in accordance with the Budget: a. To provide low-interest or no-interest loans or grants to Grantee’s Local Equity Applicants and/or Local Equity Licensees to assist the applicants and/or licensees with startup and ongoing costs. b. To provide or fund direct technical assistance to Grantee’s Local Equity applicants and/or Local Equity Licensees. No more than 10 percent of the total grant award may be used for direct technical assistance. c. To assist in the administration of the Grantee’s Local Equity Program. No more than 10 percent of the total grant award may be used for administration, which includes the following: x Employing staff or hiring consultants to administer Grantee’s Local Equity Program, including administering loans and grants. x Grantee’s costs associated with its efforts to provide sources of capital to its Local Equity Applicants and/or Local Equity Licensees. 9. Subcontractors. No amount of the grant award may be used to subcontract any of the commitments contemplated in this Agreement to another entity or person, unless such amount is specifically identified as a subcontracted expense in the Budget. 10. Funding Contingency Clause. Grantee agrees that GO-Biz’s obligation to pay any sum under this Agreement is contingent upon availability of funds disbursed to GO-Biz for such purposes. If there is insufficient funding, GO- Biz shall have the option to either: 1) terminate this Agreement, whereby no party shall have any further obligations or liabilities under this Agreement, or 2) negotiate an Agreement amendment with Grantee to reduce the grant award to be provided under this Agreement. 11. Documentation and Reporting Requirements. (a) Grantee must be able to demonstrate to the satisfaction of GO-BIZ that the grant award was expended for eligible uses in accordance with the Budget. (b) Grantee shall submit periodic reports to GO-Biz to document its progress assisting its Local Equity Applicants and/or Local Equity Licensees to gain entry to, and to successfully operate in, the state’s regulated cannabis marketplace in accordance with the Budget. Grantee shall use the periodic performance report template available at www.business.ca.gov/CEG. Each periodic report shall be due in accordance with the chart below. Period Report Due Date April – October 2021 November 30, 2021 November 2021 – January 2022 February 28, 2022 February – April 2022 May 31, 2022 May – July 2022 August 31, 2022 August – October 2022 November 30, 2022 Page 3 of 7 (c) In addition to the periodic reports referenced above, pursuant to California Business and Professions Code section 26244(c), Grantee shall submit an annual report to GO-Biz on or before January 1, 2022, and annually thereafter for each year grant funds are expended. No report shall be submitted prior to December 15, 2021. Grantee shall provide a report to GO-Biz notwithstanding whether or not the Grant Term has expired, or Grantee has expended the grant funds before the end of the Grant Term. At a minimum, the annual report to GO-Biz shall include all of the following information: x How Grantee disbursed the grant funds. x How Grantee identified Local Equity Applicants and/or Local Equity Licensees, including how the Grantee determines who qualifies as a Local Equity Applicant or Local Equity Licensee. x The number of Local Equity applicants and Local Equity Licensees that were served by the grant funds. x Aggregate demographic data on Local Equity Applicants, Local Equity Licensees, and all other applicants and licensees in the jurisdiction, including, but not limited to, race, ethnicity, gender, sexual orientation, income level, education level, prior convictions, and veteran status. This information will be consolidated and reported without the individual’s identifying information. x If the Grantee requires Local Equity Applicants to become eligible through specific ownership percentages, a breakdown of Local Equity Applicants’ and Local Equity Licensees’ business ownership types and percentages of ownership. x At least one success story, including the contact information for the individual that the story relates to, that describes a Local Equity Applicant and/or Local Equity Licensee that was assisted as a result of the grant funds. (d) Grantee must maintain records detailing the expenditure of all grant funds for a period of seven (7) years after the end of the Grant Term, and shall provide this information to GO-Biz or the Bureau of Cannabis Control upon request. 12. Audit. The books, accounts, files, and other records of Grantee which are applicable to this Agreement shall be made available for inspection, review, and audit upon request by GO-Biz and its representatives to verify proper use of the grant award. 13. Termination of Agreement. This Agreement may be terminated by GO-Biz upon action, or inaction by Grantee that constitutes a material breach of this Agreement. A material breach includes, but is not limited to, refusal or inability to complete the commitments contemplated in this Agreement, improper expenditure of grant funds, failure to properly maintain records or allow GO-Biz access to records as required under this Agreement, and failure to timely complete and submit the reports required under this Agreement. GO-Biz will notify Grantee in writing if it intends to terminate the Agreement pursuant to this section and provide Grantee an opportunity to cure the breach within thirty (30) calendar days. 14. Assignment. This Agreement is not assignable by Grantee, either in whole or in part, without the consent of GO-Biz in the form of a written amendment. 15. Amendment. This Agreement may be amended or modified only in writing signed by all parties. 16. Grantee – Representations and Warranties. Grantee represents and warrants that: (a) It is an Eligible Local Jurisdiction as set forth in Grant Solicitation. (b) It is not a party to any agreement, written or oral, creating obligations that would prevent it from entering into this Agreement or satisfying the terms herein. Page 4 of 7 (c) All of the information in its grant application and all materials submitted to GO-Biz are true and accurate. (d) Its governing body has authorized it to enter into this Agreement and has designated by title the individual authorized to sign the Agreement on behalf of it, through a resolution in the form of the Sample Resolution posted on GO-Biz’s website at www.business.ca.gov/CEG. 17. Nondiscrimination. Grantee shall comply with all applicable federal and state laws and statutes related to nondiscrimination, including, but not limited to, race, color, national origin, gender, handicap or disability, sexual preference, drug addiction, and alcoholism. 18. Union Activities. Grantee acknowledges that Government Code Section 16645.2 applies to this Agreement. Pursuant to Government Code Section 16645.2, Grantee certifies that none of the grant award will be used to assist, promote, or deter union organizing. If Grantee makes expenditures to assist, promote, or deter union organizing, it shall maintain records sufficient to show that no portion of the grant award was used for those expenditures. Grantee shall provide those records to the Attorney General upon request. 19. Media Release. Grantee may elect to issue a press release related to this Agreement, but any release shall be approved by GO-Biz in writing prior to such release. Such approval shall not be unreasonably withheld. 20. Indemnification/Warranty and Disclaimer/Limitation of Liability. Grantee shall defend, indemnify, and hold GO-Biz and its agents or assigns, harmless from and against all claims, damages, and liabilities (including reasonable attorneys’ fees) arising from this Agreement due to Grantee’s breach of this Agreement, or the result of Grantee’s negligence or willful misconduct. UNDER NO CIRCUMSTANCES WILL THE STATE OF CALIFORNIA, THE BUREAU OF CANNABIS CONTROL, GO-BIZ, ITS AGENTS OR EMPLOYEES, BE LIABLE TO GRANTEE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARISE FROM THIS AGREEMENT. 21. Force Majeure. If by reason of force majeure Grantee’s performance hereunder is delayed or prevented, then the performance by Grantee may be extended for the amount of time of such delay or prevention. The term "force majeure" shall mean any fire, flood, earthquake, or public disaster, strike, labor dispute or unrest, embargo, riot, war, insurrection or civil unrest, any act of God, any act of legally constituted authority, or any other cause beyond Grantee’s control which would excuse Grantee’s performance as a matter of law. 22. Notice of Force Majeure. Grantee agrees to provide GO-Biz written notice of an event of force majeure under this Agreement within ten (10) days of the commencement of such event and within ten (10) days after the termination of such event, unless the force majeure prohibits Grantee from reasonably giving notice within this period. Grantee will give such notice at the earliest possible time following the event of force majeure. 23. Integration. This Agreement (including the exhibits hereto and any written amendments hereof executed by the Parties) constitutes the entire Agreement between the Parties related to this grant award and supersedes all prior agreements and understandings, oral and written, between the Parties with respect to the grant award described herein. 24. Notice. Within thirty calendar (30) days of the effective date of this Agreement, Grantee shall notify GO-Biz, in writing, of the name, address, phone number, and email of its contact person for future communication relating to this Agreement. In addition, Grantee agrees to immediately inform GO-Biz of any changes to the name, address, phone number, and email of its contact person. Unless otherwise specified in this Agreement, any notice required or permitted to be given under this Agreement to GO-Biz shall be emailed to CEG@gobiz.ca.gov. 25. Ambiguities. Each Party has had the opportunity to seek the advice of counsel or has refused to seek the advice of counsel. Each Party and its counsel, if appropriate, have participated fully in the negotiation, drafting, review, and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any Party. Page 5 of 7 26. Necessary Acts, Further Assurances . The Parties shall at their own cost and expense execute and deliver any further documents and shall take such other actions as may be reasonably required or appropriate to carry out the intent and purposes of this Agreement. 27. Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 28. Attorneys’ Fees. In the event of any litigation between the parties concerning the terms and provisions of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees. 29. Representation on Authority of Parties/Signatories. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. 30. Severability. If any portion of this Agreement is to any extent invalid, illegal, or incapable of being enforced, such portion shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect. 31. Governing Law and Consent to Jurisdiction. This Agreement will be governed, construed, and enforced according to the laws of the State of California without regard to its conflict of laws rules. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of any state court located within Sacramento County, State of California in connection with any matter arising out of this Agreement or the transactions contemplated under this Agreement. Remainder of the page is intentionally left blank. Signature page immediately follows. Page 6 of 7 Governor’s Office of Business and Economic Development By: Name: Will Koch Title: Deputy Director Date: Grantee City of Fresno By: Name: Thomas Esqueda Title: City Manager Date: Page 7 of 7 Exhibit A Budget 1,204,934.25$ Grants No-interest Loans Low-interest Loans Total A1 -$ A2 -$ A3 165,000.00$ 165,000.00$ A4 200,000.00$ 200,000.00$ A5 200,000.00$ 200,000.00$ A6 -$ A7 -$ A8 100,000.00$ 100,000.00$ A9 419,934.25$ 419,934.25$ A10 -$ A11 -$ 1,084,934.25$ Annual Salary and Benefits Percentage of Time B1 -$ B2 -$ Amount B11 120,000.00$ B12 -$ B13 -$ 120,000.00$ Annual Salary and Benefits Percentage of Time Total C1 -$ C2 -$ Amount C11 -$ C12 -$ -$ 9.96% 0.00% 1,204,934.25$ Other Direct Technical Assistance Costs Consultant: technical assistance cannabis social equity program (subcontracted) Direct Technical Assistance Costs Subtotal C. Administrative Costs (May not exceed 10% of total amount requested) Personnel Classifications Role in Project GRAND TOTAL Administrative Costs Subtotal Administrative Costs as Percentage of Total Amount Requested Other Administrative Costs Direct Technical Assistance Costs as Percentage of Total Amount Requested A. Grants and Loans JURISDICTION NAME:City of Fresno Cannabis Equity Grants Program for Local Jurisdictions Assistance for Cannabis Equity Program Applicants & Licensees Application Budget Detail - Funding Request Type 2 Training and retention of a qualified and diverse workforce Assistance for Local Equity Applicants' and Licensees' Startup and Ongoing Costs Total Grant Amount Requested (may not exceed $5,000,000): Testing of cannabis Furniture Fixtures and equipment Capital improvements Rent Lease Local and state application, licensing, and regulatory fees Legal assistance Regulatory compliance Personnel Classifications Role in Project Other (Property Purchase) To Provide or Fund Direct Technical Assistance (TA) to Local Equity Applicants and Equity Licensees B. Direct Technical Assistance Costs (May not exceed 10% of total amount requested) Grants and Loans Subtotal Total City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-611 Agenda Date:4/27/2023 Agenda #: 1.-E. REPORT TO THE CITY COUNCIL FROM:GEORGEANNE A. WHITE, City Manager Office of the Mayor & City Manager BY:SANTINO DANISI, MBA, City Controller/Finance Director Finance Department COURTNEY ESPINOZA, Business Manager Finance Department/Grants Management Unit SUBJECT Actions pertaining to the 2022 Community Project Funding (CPF) grant through the department of Housing and Urban Development (HUD): 1. Accept the CPF grant award from HUD totaling $665,000 for the Urban Heat Island Mitigation and Edible Food Rescue and Distribution project led by Fresno Metro Ministry 2. Approve Sub-Recipient Agreement with Fresno Metro Ministry totaling $665,000 3. ***RESOLUTION - A resolution of the council of the City of Fresno Adopting the 24 th amendment to the annual appropriation resolution No. 2022-154 to appropriate $665,000 from the Department of Housing and Urban Development (HUD) for the Community Project Fund (CPF) grant (Requires five Affirmative Votes) (Subject to Mayor’s Veto). RECOMMENDATION Staff recommends that Council accept the 2022 CPF grant award through HUD; approve the sub- recipient agreement with Fresno Metro Ministry awarding the entire grant of $665,000 for the project; adopt the 24th amendment to the AAR appropriating $665,000; and authorize the City Manager to execute all related documents for the administration, modification, monitoring and closeout of the CPF grant and Sub-Recipient Agreement. EXECUTIVE SUMMARY In response to a funding gap for the St. Rest + Food to Share campus in Southwest Fresno, Fresno Metro Ministry contacted Congressman Costa’s office for a federal earmark to be included Consolidated Appropriations Act. On November 29, 2022, the City of Fresno received an award letter on behalf of HUD for the FY 2022 Economic Development Initiative, Community Project Funding /congressionally directed spending grant as funded by Congress in the Consolidated Appropriations Act, 2022. This award specifically identified funding in the amount of $665,000 for the Urban Heat Island Mitigation and Edible Food Rescue and Distribution Project led by Fresno Metro Ministry. In January 2023, a grant agreement with HUD was executed for this project. The City of City of Fresno Printed on 4/21/2023Page 1 of 3 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT R. 2023-117 APPROVED ON CONSENT File #:ID 23-611 Agenda Date:4/27/2023 Agenda #: 1.-E. Ministry.In January 2023,a grant agreement with HUD was executed for this project.The City of Fresno will act as a pass-through agency for Fresno Metro Ministry and liaison with HUD for all reporting requirements. Funding will not be used by the City to administer this grant. BACKGROUND In July 2022,City of Fresno staff received correspondence with HUD and CPF grant representatives that $665,000 had been identified and approved in the FY 2022 Economic Development Initiative, Community Project Funding/congressionally directed spending grant as funded by the Congress in the Consolidated Appropriations Act,2022.City staff began working with Fresno Metro Ministry to submit a project narrative and budget as required by HUD.In November 2022,the City of Fresno was notified of the award and initiated the completion of all final grant related documents as required. As a Responsible Entity (RE)with respect to the Project,the City of Fresno will fund Fresno Metro Ministry on a reimbursement basis for the Urban Heat Island Mitigation and Edible Food Rescue and Distribution Project.The City of Fresno is responsible for all reporting and tracking of this grant program on behalf of Fresno Metro Ministry and will serve as the liaison with HUD.The following is a summary of the project. Funding from HUD will leverage additional matching funds of $4,915,141 to complete construction of the St.Rest +Food to Share Hub,a Transformative Climate Communities (TCC)project as well,with a total estimated cost of $5,580,149 as of July 8,2022.This debt-free and productive community asset is aligned with City plans and priorities,will be financially sustainable,and its related programs will perpetually meet critical community needs.The St.Rest +Food to Share Hub will directly address goals to alleviate extreme food insecurity,public health challenges,and negative economic impacts in these areas of Southwest Fresno,all conditions exacerbated by COVID 19 and key elements required to be mitigated for building a local foundation for a strong and equitable recovery. The Hub will measurably make progress on these goals by distributing millions of pounds of healthy food annually to individuals and families experiencing extreme food insecurity and related negative health outcomes,providing cooking skills and nutrition education classes to increase community members’confidence for improving their diets,disease prevention and resilience capabilities,while modelling a place-making urban infill and community-economic development implementation strategy. ENVIRONMENTAL FINDINGS Pursuant to the National Environmental Policy Act (NEPA)guidelines,a Phase I Environmental Site Assessment was completed and summarized in a report dated March 22,2022.The NEPA review concluded a Finding of No Significant Impact.The Housing and Community Development Division received authorization to use grant funds from the U.S.Department of Housing and Urban Development on April 10, 2023. LOCAL PREFERENCE Local preference was not considered based upon conditions of federal funding. FISCAL IMPACT There is no impact to the General Fund.Grant funding for this project will be distributed on a City of Fresno Printed on 4/21/2023Page 2 of 3 powered by Legistar™ File #:ID 23-611 Agenda Date:4/27/2023 Agenda #: 1.-E. There is no impact to the General Fund.Grant funding for this project will be distributed on a reimbursement basis. Attachments: 1.CPF Grant Award Agreement 2.Sub-Recipient Agreement with Fresno Metro Ministry for Urban Heat Island Mitigation and Edible Food Rescue and Distribution Project 3.RESOLUTION - 24th Amendment to the AAR No. 2022-154 appropriating $665,000 City of Fresno Printed on 4/21/2023Page 3 of 3 powered by Legistar™ U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT WASHINGTON, D.C. 20410-1000 OFFICE OF COMMUNITY PLANNING AND DEVELOPMENT December 21, 2022 Ms. Georgeanne white 2600 Fresno Street Fresno, CA 93721 City Manager City of Fresno Email: georgeanne.white@fresno.gov Dear Ms. white: As provided in the FY2022 EDI CPF Grant Guide, the Disaster Recovery Grant Reporting (DRGR) system is the portal through which you will request payment and submit your semi-annual reports and any accomplishments. Please note that the DRGR Administrator for your account has been setup in the DRGR system. The user for the account is the individual that was listed as the point of contact per your SF424 (under Applicant Information). That point of contact will receive an email from the DRGR Helpdesk with the User ID, temporary password, and the DRGR PIN. The DRGR PIN for this award is 20155 The email will include additional instruction on accessing DRGR for the first time . Fully Executed Award Documents RE: FY2022 EDI Community Project Funding Grant Number B-22-CP-CA-0155: The Department of Housing and Urban Development, Office of Community Planning and Development, Congressional Grants Division is providing the fully executed Grant Agreement and counter signed HUD Form 1044 – Assistance/Award Amendment Form to you for the subject grant. This Grant Agreement, signed by both parties, obligates your grant, and readies you to incur costs (i.e. spend your grant funds) and submit requests for reimbursement. Please retain these documents, along with a copy of the completed SF1199a and banking materials that you submitted and the Grant Award Instructions as part of your records for this award. As a reminder, your project is subject to requirements under the National Environmental Protection Act (NEPA) and HUD’s NEPA - implementing regulations at 24 CFR Part 50 and 24 CFR Part 58. Environmental reviews must be completed by HUD Under Part 50 or environmental review is complete when the Responsible Entity (RE) certifies the review and a Request for Release of Funds and Certification is approved by HUD CPD Field Office Director through issuance of the 7015.16 Authority to Use Grant Funds , as applicable. Note, any cost incurred prior to completion of the Environmental Review and execution of the grant agreement are not eligible for reimbursement. Locate your nearest HUD Regional Environmental Officer here: https://www.hudexchange.info/programs/environment al-review/hud-environmental-staff- contacts/#region-i-regional-and-field-environmental-officers www.hud.gov espanol.hud.gov 2 Attachments: Grant Award Instructions Fully Executed EDI Community Project Funding Grant Agreement Counter signed HUD Form 1044 – Assistance/Award Amendment Form Sincerely, Also, please note that the DRGR Administrator for your organization will need to add at least one additional user to complete the draw down process. Please refer to the Grant Award Instruction, Section 4, that is attached to this email for guidance on this process. If you or your staff have any questions regarding next steps, please review the attached Grant Award Instructions and feel free to contact your Grant Officer, Njeri Santana-Carter, CPD Congressional Grants Division, at Njeri.A.Santana@hud.gov The Department looks forward to working with you on this project. Holly A. Kelly Director Congressional Grants Division www.hud.gov espanol.hud.gov CPF Subrecipient Agreement 2022 – 11/08/22 1 COMMUNITY PROJECT FUNDING SUBRECIPIENT AGREEMENT BETWEEN THE CITY OF FRESNO AND FRESNO METRO MINISTRY THIS AGREEMENT (Agreement) is entered into this _____ day of ___________, 2023, between the City of Fresno, a California municipal corporation (City) and the Fresno Metro Ministry (CPF Grantee) in City of Fresno. WHEREAS, the CPF Grantee is a recipient of a grant for the Economic Development Initiative for the purpose of Community Project Funding/Congressionally Directed Spending for the Urban Heat Island Mitigation and Edible Food Rescue and Distribution Project (the Project); and WHEREAS, such projects and activities receiving federal financial assistance are subject to the provisions of the National Environmental Policy Act of 1969 (NEPA) and implementing regulations of the Council on Environmental Quality, including but not limited to the regulations at 40 CFR Parts 1500-1508, and implementing regulations of the U.S. Department of Housing and Urban Development (HUD), including but not limited to HUD’s regulations at 24 CFR Part 58; and WHEREAS, pursuant to 24 CFR § 58.2(a)(7)(ii)(C), where the recipient of federal financial assistance is a non-profit, a unit of local government where the project is located is authorized to assume environmental review obligations as the Responsible Entity; and WHEREAS, the City certifies that is it authorized to: (1) assume the responsibility of HUD as the Federal decision-making entity under NEPA and each provision of law designated in the NEPA-related laws in 24 CFR § 58.5, and to accept jurisdiction of the Federal courts for enforcement of the environmental review responsibilities applicable to the Project; and (2) assume HUD’s responsibility for environmental review, decision making and action, including executing the certification portion of HUD’s Request for Release of Funds and Certification for the Project as set forth in 24 CFR Part 58; and WHEREAS, for the purposes of expediting project development, the CPF Grantee has requested the City to act as the Responsible Entity with respect to the Project; and WHEREAS, upon the conditions and provisions set forth in this Agreement, the City is willing to act as the Responsible Entity with respect to said project. NOW THEREFORE, in consideration of the mutual promises and terms and conditions set forth below, the CPF Grantee and City do hereby agree as follows: DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 2 1. DEFINITIONS The definitions at 2 CFR 200.1 apply to this Agreement, except where this Agreement, specifically states otherwise. 2. TERM OF AGREEMENT Section 2.1 Term of Agreement The term of this Agreement shall commence on the date of this agreement, and unless terminated earlier pursuant to the terms of this Agreement, shall continue until [Date]. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which CPF Grantee remains in control of CFP funds or other CFP assets including Program Income. Section 2.2 Scope of Work CPF Grantee will be responsible for administering services in a manner satisfactory to City and consistent with any standards required as a condition of providing these funds. City will perform the services set forth in Section 1.1 above. CPF Grantee shall administer the Program for the whole term of the Agreement. CPF Grantee shall administer the Program in compliance with the CPF requirements and in a manner that meets the CPF national objective(s) of in 2 CFR Part 180 as incorporated and supplemented by HUD’s regulations at 2 CFR Part 2424. The City will monitor the performance of CPF Grantee against goals and performance standards as stated above. Substandard performance as determined by the City will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by CPF Grantee within a reasonable amount of time after being notified by the City, contract suspension or termination procedures will be initiated. 3. CONDITIONS Section 3.1 Award-Specific Requirements The funds provided under this Agreement must be used for the CPF Grantee’s “project” as identified in Exhibit “A” entitled “Scope of Work” attached hereto and incorporated by reference herein and made a part hereof. The Project Narrative may be amended in accordance with conditions under 2 CFR 200.308, provided that the COF Grantee does not change its project in a manner that would conflict with the express language of the Explanatory Statement for Division L of that Act, 2022, which was printed in the House section of the Congressional Record on March 9, 2022 (Explanatory Statement). Section 3.2 Approved Budget The CPF Grantee’s approved budget as Identified in Exhibit “A.” This Agreement is the most recent line-item budget submitted by the CPF Grantee and approved by HUD for this project. The CPF Grantee may change the amounts budgeted for each activity only as provided by 2 CFR 200.308 and this Agreement. DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 3 Section 3.3 Changes to Project Narrative or Budget To request HUD’s approval for a change in the project narrative or budget, the CPF Grantee must submit a formal letter to the City, the letter, submitted by email to the assigned Grant Officer, must include both justification for the change and a revised line- item budget that includes the requested change. The CPF Grantee is prohibited from changing its budget in a manner that would conflict with the express language of the Explanatory Statement or the cost limitations provided in this Agreement. The City will notify the CPF Grantee in writing, by email, whether HUD approved or disapproved the change and revised budget. If approved, the CPF Grantee must update its budget information in Disaster Recovery Grant Reporting (DRGR) before the City will expend the Funds in accordance with an approved change. Section 3.4 Use of Funds Unless explicitly stated in the Explanatory Statement and documented in the approved budget, no more than 20 percent of the total grant amount may be used for planning and management development costs, as described under 24 CFR 570.205, or administrative costs, as described under 24 CFR 570.206. Program income and eligible activities identified in the description of the CPF Grantee’s “project” in the Explanatory Statement are not subject to this spending limit. The CPF Grantee may not use any grant funds to reimburse costs incurred before the date City signed this Agreement. As authorized under 2 CFR 200.307(e)(2), program income must be used for the purposes and under the conditions of this Agreement. In accordance with 2 CFR 200.307(b), costs incidental to the generation of program income may be deducted from gross income to determine program income, provided these costs have not been charged to the funds. This Agreement is subject to the requirements that apply to pass-through entities under 2 CFR Part 200, including 2 CFR 200.332, and other requirements provided by this Agreement. 4. GENERAL FEDERAL REQUIREMENTS The CPF Grantee agrees to administer the services in compliance with all applicable City, State and Federal guidelines including but not limited to the following federal program requirements as now in effect and as may be amended from time to time: A. The CPF Grantee must comply with the generally applicable HUD and CPD requirements in 24 CFR Part 5, subpart A, including all applicable fair housing, and civil rights requirements. The CPF Grantee must report data on the race, color, religion, sex, national origin, age, disability, and family characteristics of persons and households who are applicants for, participants in, or beneficiaries or potential beneficiaries of the CPF Grantee’s project, consistent with the instructions and forms provided by HUD in order to carry out its responsibilities under the Fair Housing Act, Executive Order 11063, Title VI of the Civil Rights Act of 1964, and Section 562 of the Housing and Community Development Act of 1987 (e.g. HUD-27061). DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 4 B. The CPF Grantee must comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements in 2 CFR Part 200, as may be amended from time to time. If 2 CFR Part 200 is amended to replace or renumber sections of part 200 that are cited specifically in this Grant Agreement, the part 200 requirements as renumbered or replaced by the amendments will govern the obligations of HUD and the CPF Grantee after those amendment become effective. C. The CPF Grantee must comply with the Award Term in Appendix A to 2 CFR Part 25 (System for Award Management and Universal Identifier Requirements) and the Award Term in Appendix A to 2 CFR Part 170 (Reporting Subawards and Executive Compensation), which are hereby incorporated into and made part of this Agreement. D. Unless the CPF Grantee is exempt from the Byrd Amendment as explained below, the CPF Grantee must comply with the provisions of Section 319 of Public Law 101-121, 31 U.S.C. 1352, (the Byrd Amendment) and 24 CFR Part 87, which prohibit recipients of Federal contracts, grants, or loans from using appropriated funds for lobbying the executive or legislative branches of the Federal Government in connection with a specific contract, grant, loan, or cooperative agreement. The CPF Grantee must include in its award documents for all sub-awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements), the requirements for the certification required by Appendix A to 24 CFR Part 87 and for disclosure using Standard Form- LLL (SF-LLL), “Disclosure of Lobbying Activities.” In addition, the CPF Grantee must obtain the executed certification required by Appendix A and an SF-LLL from all covered persons. “Person” is as defined by 24 CFR Part 87. Consistent with these requirements, the Grantee must sign the certification that is included in Exhibit “D” and return it to City with this signed agreement. E. The CPF Grantee must comply with drug-free workplace requirements in Subpart B of 2 CFR Part 2429, which adopts the governmentwide implementation (2 CFR Part 182) of sections 5152-5158 of the Drug-Free Workplace Act of 1988, Pub. L. 100-690, Title V, Subtitle D (41 U.S.C. 701-707). F. The CPF Grantee must comply with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA) as implemented by regulations at 49 CFR Part 24. The URA applies to acquisitions of real property and relocation occurring as a direct result of the acquisition, rehabilitation, or demolition of real property for Federal or Federally funded programs or projects. Real property acquisition that receives Federal financial assistance for a program or project, as defined in 49 CFR 24.2, must comply with the acquisition requirements contained in 49 CFR Part 24, subpart B. Unless otherwise specified in law, the relocation requirements of the URA and its implementing regulations at 49 CFR Part 24, cover any displaced person who moves from real property or moves personal property from real property as a direct result of acquisition, rehabilitation, or demolition for a program or project receiving HUD financial assistance G. If funds are used for purchase, lease, support services, operation, or work that may disturb painted surfaces, of pre-1978 housing, you must comply with the lead-based paint evaluation and hazard reduction requirements of HUD's lead- based paint rules (Lead Disclosure; and Lead Safe Housing (24 CFR Part 35)), and EPA's lead- based paint rules DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 5 (e.g., Repair, Renovation and Painting; Pre-Renovation Education; and Lead Training and Certification (40 CFR Part 745)). H. The CPF Grantee must comply with Section 3 of the Housing and Urban Development Act of 1968 (Section 3), 12 U.S.C. 1701u, and HUD’s regulations at 24 CFR Part 75, as applicable, including the reporting requirements in 24 CFR 75.25. Grantees that are not exempt from Section 3 must submit annual reports of Section 3 accomplishment Performance Measures in DRGR in January of the calendar year. This report reflects Section 3 accomplishments for the previous calendar year. I. The CPF Grantee must not use any funds to support any Federal, state, or local project that seeks to use the power of eminent domain, unless eminent domain is employed only for a public use. Public use includes use of funds for mass transit, railroad, airport, seaport, or highway projects, and utility projects which benefit or serve the general public (including energy-related, communication-related, water-related, and waste water-related infrastructure), other structures designated for use by the general public or with other common-carrier or public-utility functions that serve the general public and are subject to regulation and oversight by the government, and projects for the removal of an immediate threat to public health and safety or brownfields, as defined in the Small Business Liability Relief and Brownfields Revitalization Act (Pub. L. 107- 118). Public use does not include economic development that primarily benefits private entities. J. The CPF Grantee must not use any funds to maintain or establish a computer network that does not block the viewing, downloading, and exchanging of pornography. K. The CPF Grantee must comply with the requirements of the Build America, Buy America (BABA) Act, 41 USC 8301 note, if applicable to the Grantee’s project. Pursuant to HUD’s Notice, “General Applicability Waiver of Build America, Buy America Provisions as Applied to Recipients of HUD Federal Financial Assistance” (87 FR 26219), any funds obligated by HUD and the Grantee on or after November 14, 2022, are subject to BABA requirements, unless excepted by a waiver. Additional information on BABA will be available at https://www.hud.gov/program_offices/general_counsel/BABA. 5. CONFLICT OF INTEREST Section 5.1 Conflicts Subject to Procurement Regulations When procuring property or services, the CPF Grantee shall comply with the applicable conflict-of-interest rules in 2 CFR 200.317 and 2 CFR 200.318(c). In all cases not governed by 2 CFR 200.317 and 2 CFR 200.318(c), the CPF Grantee must follow the requirements contained in paragraphs 2-5 below. Section 5.2 General Prohibition No person who is an employee, agent, consultant, officer, or elected or appointed official of the CPF Grantee who exercises or has exercised any functions or responsibilities with respect to assisted activities, or who is in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from the activity, or have a financial interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 6 himself or herself or for those with whom he or she has immediate family or business ties, during his or her tenure or for one year thereafter. Immediate family ties include (whether by blood, marriage or adoption) the spouse, parent (including a stepparent), child (including a stepchild), sibling (including a stepsibling), grandparent, grandchild, and in- laws of a covered person. Section 5.3 Exceptions HUD may grant an exception to the general prohibition in paragraph (ii) upon the CPF Grantee’s written request and satisfaction of the threshold requirements in paragraph (iv), if HUD determines the exception will further the Federal purpose of the award and the effective and efficient administration of the CPF Grantee’s project, considering the cumulative effects of the factors in paragraph (v). Section 5.4 Threshold Requirements for Exceptions HUD will consider an exception only after the CPF Grantee has provided the following documentation: a. A disclosure of the nature of the conflict, accompanied by an assurance that there has been public disclosure of the conflict and a description of how that disclosure was made; and b. An opinion of the CPF Grantee's attorney that the interest for which the exception is sought would not violate state or local law. Section 5.5 Factors to be Considered for Exceptions In determining whether to grant a requested exception after the CPF Grantee has satisfactorily met the threshold requirements in paragraph (iii), HUD will consider the cumulative effect of the following factors, where applicable: a. Whether the exception would provide a significant cost benefit or an essential degree of expertise to the program or project that would otherwise not be available; b. Whether an opportunity was provided for open competitive bidding or negotiation; c. Whether the person affected is a member of a group or class of low- or moderate-income persons intended to be the beneficiaries of the assisted activity, and the exception will permit such person to receive generally the same interests or benefits as are being made available or provided to the group or class; d. Whether the affected person has withdrawn from his or her functions or responsibilities, or the decision-making process regarding the assisted activity in question; e. Whether the interest or benefit was present before the affected person was in a position as described in paragraph (ii); f. Whether undue hardship will result either to the CPF Grantee or the person affected when weighed against the public interest served by avoiding the prohibited conflict; and DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 7 g. Any other relevant considerations. Section 5.6 Disclosure of Potential Conflicts of Interest The CPF Grantee must disclose in writing to HUD and the City any potential conflict of interest. 6. METHOD OF PAYMENT Grant funds shall be disbursed to reimburse CPF Grantee in accordance with the Proposed Budget attached hereto as Exhibit “B” and incorporated herein. CPF sole source of compensation hereunder will be in the form of a grant of CPF funds as described herein. It is expressly agreed and understood that the total amount to be paid by the City under this Agreement shall not exceed $665,000. CPF Grantee shall submit to the City a request for payment in a form acceptable to the City, on a monthly basis for the term of this Agreement. Said request shall be accompanied with supporting documentation including but not limited to paid receipts, invoices and timesheets, to all the City to determine compliance with applicable federal regulations, including cost allowability. The City shall pay all approved requests pursuant to this Agreement within the normal course of business, typically within 30 days of receipt. If the City disallows any cost submitted by CPF Grantee, within ten business days the City will provide written notice notification to CPF Grantee of the disallowance, including any correction action necessary to process payment. All funds are paid contingent upon CPF Grantee’s continuous compliance with all applicable, uniform administrative requirements, program regulations, and recapture and reversion requirements set out in the program. Any unearned or recaptured CPF funding shall be returned to the City within thirty days of the earlier of termination of this Agreement or notice by the City. Any interest earned or received by CPF Grantee thereon shall be remitted to the City. An authorized official for the CPF Grantee must provide a signed certification with each request that stated the following: “By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31, Section 3729-3730 and 3801-3812).” CPF Grantee understands and agrees the availability of CPF funds is subject to the control of HUD, or other federal agencies, and should the CPF funds be encumbered, withdrawn or otherwise made unavailable to the City, whether earned by or promised to CPF Grantee, and/or should the City in any fiscal year hereunder fail to allocate CPF funds, the City shall not provide said funds unless and until they are made available for payment to CPF Grantee by HUD and the City receives and allocates said funds. No other funds owned or controlled by the City shall be obligated under this Agreement to the Project. DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 8 Notwithstanding any other provision of this Agreement, the City will not be responsible for payment of any grant funds after the date Treasury closes the account in accordance with 31 U.S.C. § 1552. Because Treasury may close the account up to one week before the September 30 date specified by 31 U.S.C. § 1552, the grantee is advised to make its final request for payment under the grant no later than September 15, 2030. 7. DUTIES AND RESPONSIBILITIES Section 7.1 City’s Duties/Services and Responsibilities 1. The City will perform and/or manage the environmental review and prepare all necessary documentation in support of the environmental review record for the Project and any necessary accompanying documents, in full compliance with: a. HUD’s “Environmental Review Procedures for Entities Assuming HUD Environmental Responsibilities” (24 CFR Part 58); b. Section 102 of NEPA; c. Related provisions of the Council on Environmental Quality regulations contained in 40 CFR Parts 1500 through 1508; and d. All other applicable Federal and State Regulations. 2. Where appropriate and necessary in the environmental review process, the City will issue a finding of no significant impact or finding of significant impact, determine whether to hold public hearings, prepare records of decision, issue notices of intent to request release of funds and/or notices of findings of no significant impact, and prepare and send to CPF Grantee requests for release of funds for submission to HUD, along with a description of any conditions that must be adhered to in carrying out the project. Section 7.2 CPF Grantee’s Duties and Responsibilities 1. The CPF Grantee shall, at the Grantee’s expense, provide the City will all available project and environmental information which the City may reasonably request in connection with the City’s activities pursuant to this Agreement, including, without limitation, all existing relevant information and any reports of investigation or study which, in the City’s opinion, should be undertaken or may be reasonably required to conduct an appropriate environmental review consistent with laws and regulations. 2. The CPF Grantee will provide the City with documentation that adequately describes the full scope of the subject project, and a project budget that includes federal and non-federal funding sources. 3. The CPF Grantee shall promptly reimburse the City for its actual reasonable expenses incurred for performing its functions under this Agreement, including, but not limited to: a. The costs of publishing notices; b. Necessary travel expenses; DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 9 c. The fees and expenses of experts, consultants and outside services retained by the City; d. City’s staff time devoted to performance of the City’s function under this agreement; and e. The actual costs incurred associated with any surveys or investigations. 4. The CPF Grantee shall have the responsibility to monitor the environmental mitigation required under the project’s environmental grant conditions specified in the Part 58 environmental review and shall advise the City of any proposed change in the project scope or any change in the environmental conditions. 5. The CPF Grantee will communicate to all stakeholders of the project that an environmental review must be completed, and HUD must approve a Request for Release of Funds for the project before any partner or stakeholder in the project makes any additional choice limiting actions after the Letter of Invitation was issued by HUD. 8. RECORDS AND REPORTS On a semi-annual basis, CPF Grantee shall submit to the City, on the form provided by the City as Exhibit “D,” a completed performance report providing the requested information and data. The first of these reporting periods begins on the January or June after the date this Agreement is signed by the City. All reports must be submitted no later than thirty calendar days after the end of the 6-month reporting period. When the report submission due date falls on a weekend or state-recognized holiday, reports will be due on the first business day that follows. The performance report must contain the information required for reporting program performance under 2 CFR 200.329(c)(2) and (d), including a comparison of actual accomplishments to the objectives indicated in the CPF Grantee’s project narrative, the reasons why established goals were not met, if appropriate, and additional pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs. The performance reports must contain the information required for reporting program performance under 2 CFR 200.329(c)(2) and (d), including a comparison of actual accomplishments to the objectives indicated in the CPF Grantee’s Project Narrative, the reasons for slippage if established objectives were not overruns. The performance and financial reports will undergo review and approval by HUD. If a report submission is insufficient, HUD will reject the report and identify the corrections the CPF Grantee must make. The City will notify CPF Grantee of any corrections required by HUD. No drawdown of funds will be allowed while the CPF Grantee has an overdue performance or financial report. The CPF Grantee must report and account for all property acquired or improved with grant funds as provided by 2 CFR Part 200. This reporting obligation includes submitting DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 10 status reports on real property at least annually as provided by 2 CFR 200.330, accounting for real and personal property acquired or improved with Grant Funds as part of Project Closeout, and promptly submitting requests for disposition instructions as provided by 2 CFR 200.311(c), 200.313(e), and 200.314(a). CPF Grantee shall maintain all records that are pertinent to the activities funded by this Agreement. Such records shall include but not limited to: 1. A Full description of each activity undertaken; 2. Records demonstrating each activity undertaken meets one of the National Objectives of the CPF program; 3. Records required to determine the eligibility of activities; 4. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CPF assistance; 5. Records documenting compliance with the fair housing and equal opportunity components of the CPF program; 6. Financial records required by 2 CFR Part 200 as amended by 24 CFR 570.502; and 7. Other records necessary to document compliance with the CPF program. CPF Grantee shall retain all project files, financial records and any other documents related to the program for a period of three years from the date of the close of this Agreement, except in the following cases: • If any litigation, claim or audit started before the expiration of the three year period, the records must be retained until all litigation, claims or audit findings involving the records have been resolved and final action taken. • When the CPF Grantee is notified in writing by the City to extend the retention period. • Records for real property and equipment acquired with Federal funds must be retained for three years after final disposition. The City shall monitor and evaluate the CPF Grantee’s performance under this Agreement to determine compliance with this Agreement and CPF requirements. CPF Grantee shall cooperate with the City and any federal auditors authorized by the City and shall make available all information, documents and records reasonably requested and shall provide the City the reasonable right of access to both records and personnel during normal business hours for the purpose of assuring compliance with this Agreement and evaluating performance hereunder. The rights of access in this section are not limited to required retention period but last as long as the records are retained. 9. AUDIT REQUIREMENTS DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 11 Within thirty days of the close of CPF Grantee’s fiscal year, CPF Grantee shall provide to the City a certification stating the total amount of federal awards expended in the fiscal year. The certification shall be signed by an authorized official. CPF Grantee agrees to have a single or program-specific audit conducted in accordance with the provision of 2 CFR 200 Subpart F if CPF Grantee expends $750,000 or more in federal awards during any fiscal year that overlaps with the term of this Agreement. CPF Grantee shall submit a copy of the audit to the City and the Federal Audit Clearinghouse (FAC) within thirty calendar days after receipt of the auditor’s report(s). CPF Grantee shall make copies of the audit available for public inspection for three years from the date of submission to the FAC. The City shall issue a management decision for audit findings that relate to this Agreement with six months of acceptance of the audit report by the FAC. 10. CLOSEOUT The Agreement will be closed out in accordance with 2 CFR Part 200, as may be amended from time to time, except as otherwise specified in this Agreement. The CPF Grantee must submit to the City a written request to close out the Agreement no later than 30 calendar days after the City has drawn down all grant funds and completed the activities described in the Project Narrative (Exhibit A). The City will then send the Closeout Agreement and Closeout Certification to the CPF Grantee. At HUD's option, the City may delay initiation of project closeout until the resolution of any findings as a result of the review of semi-annual activity reports in DRGR. If HUD exercises this option, the CPF Grantee must promptly resolve the findings. The CPF Grantee recognizes that the closeout process may entail a review by HUD to determine compliance with this Agreement by the CPF Grantee and all participating parties. The CPF Grantee agrees to cooperate with any HUD review, including reasonable requests for on-site inspection of property acquired or improved with Grant Funds. No later than 120 calendar days after the Period of Performance, CPF Grantee shall provide to the City the following documentation: 1. A Certification of Project Completion; 2. A Grant Closeout Agreement; 3. A final financial report giving the amount and types of project costs charged to the grant (that meet the allowability and allocability requirements of 2 CFR Part 200, subpart E); a certification of the costs; and the amounts and sources of other project funds; 4. A final performance report providing a comparison of actual accomplishments with each of the project commitments and objectives in the approved application, the reasons for slippage if established objectives were not met and additional pertinent information including explanation of significant cost overruns; and DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 12 5. A final property report, if specifically requested by HUD at the time of closeout. 11. SUSPENSION AND TERMINATION Section 11.1 Termination for Convenience This Agreement may be terminated by either party if CPF Grantee and the City mutually agree in writing to its termination and upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated. Section 11.2 Termination for Cause The City may suspend or terminate this Agreement if CPF Grantee materially fails to comply with any terms of the Agreement. If, through any cause, the CPF Grantee fails to fulfill in timely and proper manner its obligations under this Agreement, ineffectively or improperly use funds provided under this Agreement, or if CPF Grantee shall violate any of the covenants, agreements, or stipulations of this Agreement, the City shall thereupon have the right to terminate this Agreement by giving the CPF Grantee of such termination and specifying the effective date thereof, at least five days before the effective date of such termination. In such event, all finished or unfinished documents and reports prepared by CPF Grantee under this Agreement shall, at the option of the City, become its property and the CPF Grantee shall be entitled to receive just and equitable payment for any satisfactory work completed subject to the limitations of this Agreement. 12. MANDATORY DISCLOSURES The CPF Grantee shall provide written notice to the City within five days of all potential conflicts of interest and violations of criminal law involving fraud, bribery, or gratuity violations potentially affecting this Agreement. Failure to make required disclosures can result in termination of the Agreement and suspension or debarment from future federal awards. 13. FINDINGS CONFIDENTIAL Any reports, information or data given to or prepared by the CPF Grantee concerning the City under this Agreement shall not be made available to any individual or organization by the CPF Grantee without first submitting them to the City. 14. GENERAL CONDITIONS The CPF Grantee shall implement this Agreement in accordance with applicable Federal, State and City laws, ordinances and codes. Should the Project receive additional funding after the commencement of this Agreement, CPF Grantee shall notify the City in writing within thirty days of receiving notification from the funding source and submit a cost allocation plan for approval by the City within forty-five days of said official notification. The CPF Grantee shall provide Workers’ Compensation Insurance coverage for all of its employees involved in performance of this Agreement. The CPF Grantee shall subcontract all work or services through written contract or agreement subject to each provision of this Agreement and applicable City, State and DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 13 Federal guidelines and regulations. Prior to the execution of any subcontract hereunder, such subcontracts must be submitted by the CPF Grantee to the City for its review and approval, which will specifically include a determination of compliance. None of the work or services covered by this Agreement, including but not limited to consultant work or services, shall be subcontracted by the CPF Grantee or reimbursed by the City without prior written approval. 15. INDEPENDENT CONTRACTOR In furnishing the services provided for herein, the CPF Grantee is acting solely as an independent contractor. Neither the CPF 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 with the CPF Grantee shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that the CPF Grantee is performing its obligations in accordance with the terms and conditions thereof. This Agreement does not evidence a partnership or join venture between the CPF Grantee and the City of Fresno. The CPF 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 CPF Grantee shall bear its own costs and expenses in pursuit thereof. Because of its status as an independent contractor, the CPF Grantee and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to the City’s employees. The CPF Grantee shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of its employees and employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, the CPF 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 CPF 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 CPF Grantee may be providing services to others unrelated to the City or to this Agreement. 16. INDEMNIFICATION To the furthest extent allowed by law including California Civil Code section 2782, the CPF Grantee 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 City, the CPF Grantee or any other person, and from any and all claims, DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 14 demands and action in law or equity (including attorney’s fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of performance of this Agreement. The CPF Grantee’s obligations under the preceding sentence shall apply regardless of whether the 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 willful misconduct, or the City or any of its officers, officials, employees, agents or volunteers. If the CPF Grantee should contract or subcontract all or any portion of the work to be performed under this Agreement, the CPF Grantee shall require each contractor or subcontractor to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents and volunteers in accordance with the terms and the preceding paragraph. This section shall survive termination or expiration of this Agreement. 17. NOTICES Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this Agreement shall be directed to the following contract representative: City CPF Grantee City of Fresno Fresno Metro Ministry Attn: Grants Management Unit Attn: Keith Bergthold 2600 Fresno Street 3845 N. Clark St., Ste 101 Fresno, CA 93721 Fresno, CA 93726 559.621.7008 559.485.9109 18. AMENDMENTS The City or CPF Grantee may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the City’s governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the City or the CPF Grantee from its obligations under this Agreement. Notwithstanding the foregoing, approval of the City Council is not required` for (i) insubstantial adjustment in line items within the total approved budget; not affecting the total approved budget, approved by HUD Office of Economic Development – Congressional Grants Division (Administrator) or his or her designee; (ii) insubstantial changes in the nature of scope of services specified in this Agreement approved by the Administrator in his/her sole discretion, (iii) changes to the insurance requirements specified in Exhibit “E” approved by the City’s Risk Manager in his/her sold discretion and DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 15 (iv) an extension to the term of the Agreement, not to exceed six months, in Administrator’s sole discretion. The City may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both the City and the CPF Grantee. 19. ASSIGNMENT The CPF Grantee shall not assign or transfer any interest in this Agreement without the prior written consent of the City. 20. SEVERABILITY If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. 21. ATTORNEY FEES If either party is required to commence any proceedings or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party will be entitled to recover from the other party its reasonable attorney’s fees and legal expenses. 22. BINDING ON ALL SUCCESSORS AND ASSIGNS Unless otherwise expressly provided in this Agreement, all the terms and provisions of this Agreement shall be binding on and insure to the benefit of the parties hereto, and their respective nominees, heirs, successors, assigns, and legal representatives. 23. COUNTERPARTS This Agreement may be executed in counterparts, each of which when executed and delivered will be deemed an original, and all of which together will constitute one instrument. The execution of this Agreement by any party hereto will not become effective until counterparts hereof have been executed by all parties hereto. 24. CUMULATIVE REMEDIES No remedy or election hereunder shall be deemed exclusive but shall, whenever possible, be cumulative with all other remedies at law or in equity. All powers and remedies given by this Agreement shall be cumulative and in addition to those otherwise provided by law. 25. EFFECTIVE DATE This Agreement shall be effective upon the Parties’ complete execution following City Council approval. 26. ENTIRE AGREEMENT DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 16 This Agreement represents the entire and integrated agreement of the parties with respect to the subject matter hereof. This Agreement supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified or amended only by written instrument duly authorized and executed by both the City and the CPF Grantee. 27. EXHIBITS Each exhibit and attachment referenced in this Agreement is by the reference, incorporated into and made a part of this Agreement. 28. EXPENSES INCURRED UPON EVENT OF DEFAULT The CPF Grantee shall reimburse the City for all reasonable expenses and costs of collection and enforcement, including reasonable attorney’s fees, incurred by the City as a result of one or more Events of Default by the CPF Grantee under this Agreement. 29. GOVERNING LAW AND VENUE Except to the extent preempted by applicable federal law, the laws of the State of California shall govern all aspects of this Agreement, including execution, interpretation, performance, and enforcement. Venue for filing any action to enforce or interpret this Agreement will be Fresno County, California. 30. HEADINGS The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 31. INTERPRETATION This Agreement in its final form is the result of the combined efforts of the parties. Any ambiguity will not be construed in favor or against any party, but rather by construing the terms in accordance with their generally accepted meaning. 32. NO THIRD-PARTY BENEFICIARY 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 other than expressly identified herein. No subcontractor, mechanic, materialman, laborer, vendor, or other person hired or retain by the CPF Grantee shall any rights hereunder and shall look to the CPF Grantee as their sole source of recovery if not paid. No third party may enter any claim or bring any such action against the City under any circumstances. Except as provided by law, or as otherwise agreed to in writing between the City and such person, each such person shall be deemed to have waived in writing all right to seek redress from the City under any circumstances whatsoever. The CPF Grantee shall include this paragraph in all contracts/subcontracts. 33. NO WAIVER DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 17 Neither failure nor delay on the part of the City in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any such right preclude any further exercise thereof or the exercise thereof of any such right precluded any further exercise thereof or exercise of any other right. No waiver of any provision of this Agreement or consent to any departure by the CPF Grantee therefrom shall be effective unless the same shall be in writing, signed on behalf of the City by a duly authorized officer thereof, and the same shall be effective only in the specific instance for which it is given. No notice to or demand on the CPF Grantee in any case hall entitle the CPF Grantee to any other or further notices or demands in similar or other circumstances or constitute a waiver of any of the City’s right to take other or further action in any circumstances without notice or demand. 34. NON-RELIANCE The CPF Grantee hereby acknowledges having obtained such independent legal or other advice as it has deemed necessary and declares that in no manner has it relied on the City, its agents, employees, or attorneys in entering into this Agreement. 35. 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 will Control. 36. SEVERABILITY In any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. [SIGNATURES FOLLOW ON NEXT PAGE.] DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 18 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: Georgeanne A. White City Manager APPROVED AS TO FORM: RINA M. GONZALES Interim City Attorney By: Angela M. Karst Date Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy FRESNO METRO MINISTRY a California Nonprofit Corporation 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) REVIEWED BY: Addresses: CITY: City of Fresno Attention: Courtney Espinoza Business Manager 2600 Fresno Street Fresno, CA 93721 Phone: 559.621.7008 E-mail: Courtney.espinoza@fresno.gov CONSULTANT: Fresno Metro Ministry Attention: Keith Bergthold Strategic Advisor and St Rest Hub Project Manager 3845 N. Clark St., Suite 101 Fresno, CA 93726 Phone: 559.485.9109 E-mail: keith@fresnometmin.org Attachments: 1. Exhibit A - Scope of Services 2. Exhibit B - Insurance Requirements 3. Exhibit C - Conflict of Interest Disclosure Form 4. Exhibit D – Certification Regarding Lobbying 5. Exhibit E – Reporting Requirements DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1C Dr. Daniel Griffin Treasurer Dr. Francine Oputa Board President DocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 4/11/2023 CPF Subrecipient Agreement 2022 – 11/08/22 19 Exhibit A – Scope of Services The HUD funding, covered in this narrative and budget for $665,000, will leverage additional matching funds of $4,915,141 to complete construction of the St. Rest + Food to Share Hub, a Transformative Climate Communities (TCC) project as well, with a total estimated cost of $5,580,149 as of July 8, 2022. This debt-free and productive community asset is aligned with City plans and priorities, will be financially sustainable, and its related programs will perpetually meet critical community needs. (See attached project information and conceptual plans.) Astonishingly, Fresno is the 3rd highest food hardship county in the U.S. The project area in Southwest Fresno, within a defined food desert cluster of census tracts surrounding the Food Hub site along Elm Avenue, represents one the most racially inequitable and unjust, highest concentrated poverty, pollution burdened, food insecure, chronic disease, and most disinvested, neglected and underserved communities in Fresno, California, and the nation. The St. Rest + Food to Share Hub will directly address goals to alleviate extreme food insecurity, public health challenges, and negative economic impacts in these areas of Southwest Fresno, all conditions made much worse by COVID 19 and key elements required to be mitigated for building a local foundation for a strong and equitable recovery. We will measurably make progress on these goals by distributing millions of pounds of increased healthy food annually to individuals and families experiencing extreme food insecurity and related negative health outcomes, providing cooking skills and nutrition education classes to increase community members’ confidence for improving their diets, disease prevention and resilience capabilities, modelling a place- making urban infill and community-economic development implementation strategy for revitalization of the Elm Avenue brownfield corridor, supporting local food vendors’ entrepreneurship capacity needs and opportunities, and being a key peer partner food hub site and integral program in a regional food innovation and economic development initiative led by our six-county Central Valley Community Foundation (CVCF). The St. Rest + Food to Share Hub project, when operational, will not only be a debt-free community asset, but represent a community-based partnership offering an effective and experienced CBO team with the relationships and resources to perpetually sustain program activities and results. Partners Fresno Metro Ministry (Metro) and Saint Rest Baptist Church (St. Rest) have 52 years and 80 years of experience, respectively, working with underserved communities in Fresno. Metro is the fiscal agent for the partnership. Metro conceived and operates the Food to Share program, rescuing and redistributing nearly 7 million pounds of healthy food the past 5 years that otherwise would have been thrown away, and St. Rest is building a catalyst campus and array of community programs for the economic revitalization and health of the Southwest Fresno community. Our work together with the City of Fresno and many other partners will renovate a 5,852 sq. ft. 80- year-old warehouse on the St. Rest Campus as a modern food logistics platform for Metro’s Food to Share food recovery and distribution program and St. Rest’s Food Ministry and build a new 4,000 sq. ft. two-story building on site with a certified commercial kitchen, training area, classroom and offices to serve the community and local food enterprises directly from Elm Avenue. DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 20 The St. Rest + Food to Share Hub project is part of, aligned with, and leverages for collective impact, Federal, State and City plans, policies and priorities, and many connected projects, initiatives, and regulatory programs, including: the Transformative Climate Communities (TCC) program, the City approved and community supported Elm Avenue Revitalization Strategy, the 7.5 acre YoVille Community Garden and Urban Farm Incubator near the project site in Southwest Fresno, CVCF DRIVE initiatives including F3 and Fresno Opportunity Corridors, the development of a Fresno Food Policy Council, and implementation of the edible food waste prevention goals in SB1383, and more. Please note the widespread spirit of community stewardship for this project though matching donations, and that only development hard costs are Included in this HUD funding budget. Metro is donating its staff time and securing other separate resources for all project related fiscal, grant and project construction management expenses to ensure 100% of every dollar of this HUD funding and all other development funding received goes to construction line-item costs. St. Rest is similarly foregoing any HUD funding for non-construction expenses. We believe in and mutually employ stewardship, not only to help mitigate rapid project price inflation impacts, but also to stress creation of a debt-free productive community asset that can perpetually keep giving. SERVICES DESCRIPTION - St. Rest + Food to Share Hub Project Detailed Services Provided – Including Eligible Activities – Number of Participants Served: The St. Rest + Food to Share Hub represents a physical platform for delivering critically needed community services, with the specific services it will supply clearly being aligned and consistent with City plans and priorities, and other food security, health and economic development initiatives. (See building, site and floor plans attached.) The St. Rest + Food to Share Hub will directly address goals to alleviate extreme food insecurity, public health challenges, and negative economic impacts in these areas of Southwest Fresno, conditions made much worse by COVID 19 and key elements required to be mitigated for building a local foundation for a strong and equitable recovery. We will measurably make progress on these goals by distributing millions of pounds of increased healthy food annually to individuals and families experiencing extreme food insecurity and related negative health outcomes, providing cooking skills and nutrition education classes to increase hundreds of community members’ confidence for improving their diets, disease prevention and resilience capabilities, modelling a place-making urban infill and community-economic development implementation strategy for revitalization of the Elm Avenue brownfield corridor, supporting local food vendors’ entrepreneurship capacity needs and opportunities, and being a key peer partner food hub site and integral program in a regional food innovation and economic development initiative led by our six-county Central Valley Community Foundation (CVCF). Healthy Food Recovery and Distribution: Fresno Metro Ministry (Metro) started addressing the extreme food hardship in Fresno in late 2016, conceiving, launching and operating the Food to Share program, rescuing and redistributing nearly 7 million pounds of healthy food the past 5 years that otherwise would have been thrown away. Metro’s Food to Share Program has a working partnership and MOU with the Fresno Unified DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 21 School District (FUSD) to ramp-up our operations to recover food from all 94 schools with food service. The FUSD Nutrition Center produces 70,000 meal per day delivered to 94 schools. Pre-COVID we were recovering food from 28 schools, and we are in the process with students back in classrooms of re-engaging all those schools and more. If we get to 94 schools over the next 5 years, we estimate at current recovery rates just FUSD would be contributing 2.5-3.0 million pounds annually of healthy food access to communities in need through the Food to Share program. Once the St. Rest + Food to Share Hub Warehouse Renovation is complete and operational - we estimate we will increase food distribution to Southwest Fresno and other underserved communities in Fresno by an average of more than 1,000,000 pounds annually, serving 21,600 residents for each additional 1,000,000 pounds – ramped up by each succeeding year as follows: 1st Year Full Operations: Recover and distribute 300 net tons (600,000 pounds) of healthy food; 2nd Year Full Operations: Recover and distribute 425 net tons (850,000 pounds) of healthy food; 3rd Year Full Operations: Recover and distribute 775 net tons (1,550,000 pounds) of healthy food; for a cumulative total of 3 million additional pounds of healthy food distributed in the first 3 years of St. Rest + Food to Share Hub operations. Healthy food will be distributed at this St. Rest site, and across the community and the Fresno Urban Area through the Food to Share Program’s expanding fleet of cargo vans (now 5) and its network of 49 churches, CBOs, senior centers, youth centers and other food distribution points receiving food. Cooking Matters Classes: Metro’s Food to Share program knows from experience that it is necessary to get nutritious food into our communities but that it is not sufficient. Cooking skills, nutrition education and culinary confidence are necessary to guarantee that these nutritious foods are actually consumed and can produce their inherent health and disease prevention benefits. Metro is a formal Cooking Matters chapter and has provided courses to hundreds of Fresno community participants over the past 4 years. By leveraging partnerships with the CSUF food science department, Fresno City College and Fresno County Department of Public Health, Cooking Matters classes will utilize the “Cooking Matters for Parents” and “Cooking Matters for Children and Youth” curriculums developed and provided by originator Share Our Strength. Once the commercial kitchen and training area in the New 2 -Story Building are complete, Food to Share will enhance St. Rest + Food to Share Hub capacities through its six-week long Cooking Matters cooking skills and nutrition education classes with the goal of 150 annual Cooking Matters class participants annually (10 six-week cohorts of 15 students/participants) increasing their consumption of fruits and vegetables and feeling more confident in food budget planning and cooking meals at home. Cooking Matters is a curriculum proven to increase healthy eating habits. Courses meet for two hours once a week for six weeks and are team-taught by a volunteer chef and nutrition educator. Lessons cover meal preparation, grocery shopping, food budgeting and nutrition. Participants practice fundamental cooking skills, including proper knife techniques, reading ingredient labels, and making a healthy meal for a family of four on a $10 budget. Food Entrepreneur Support: The commercial kitchen is designed to also support Southwest Fresno community food entrepreneurs: food trucks, caterers, mobile vendors, and cottage food producers, who need a certified commercial kitchen anchor at various DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 22 times for certain business purposes and special events, when the kitchen can be scheduled for such supportive activities. Elm Avenue Revitalization: The St. Rest + Food to Share Hub is a key catalyst project for Elm Avenue brownfield revitalization efforts as envisioned by the City and community advocates in the approved Elm Avenue Revitalization Strategy and will represent a model for development quality and community services to encourage more business, housing and community development. https://www.fresno.gov/darm/wp-content/uploads/sites/10/2019/09/Elm-Avenue- Revitalization-Strategy.pdf CVCF DRIVE F3: The St. Rest + Food to Share Hub will be a key peer partner food hub site and integral program in a regional food innovation and economic development initiative led by our six-county foundation CVCF. https://drive.google.com/file/d/16Ni_pDMaqRExdJe3HZnSfFWaJBCwE- F_/view?usp=sharing Target Populations: The primary target population resides in Southwest Fresno (93706 zip code) with about 37,000 residents, and in a more focused food desert Census Tract cluster area in 93706 surrounding the project site along Elm Avenue with about 11,000 residents. As the more detailed demographic data we supply in Section 4 below evidences, the community members living in our focus Census Tracts surrounding the St. Rest + Food to Share Hub site represent a 96.5% minority population, 48.3% and 62.9% poverty rates respectively for individuals and children, with 21.6% of these households with no vehicle to meet private transportation needs. Data suggest this geo cluster has some of the highest poverty and pollution exposure, lowest educational attainment and food access and highest disease prevalence in California, if not the U.S. Timelines and Project Schedule: Warehouse Renovation: March-April 2022: Began demolition and hazard removal and renovation construction; October 2022: Plan for full occupancy and operations of warehouse and partial site area while New 2-Story Building and final site development are under construction. New 2-Story Building: May-June 2022: Architects will complete New 2-Story Building and final site plans and submit to City of Fresno for entitlement and building permits; August 2022: Bids out to subcontractors, bid opening and final selections; October 2022: Plan to begin New 2-Story Building construction and final site development; July 2023: Plan for occupancy and full operations of New 2-Story Building and completed full site area in conjunction with Warehouse in operation since October, 2022. Program Outcomes: The St. Rest + Food to Share Hub and its programs are designed in alignment with the City of Fresno’s plan to foster, promote, and accelerate inclusive economic recovery across all socioeconomic sectors in the City, and to integrate and leverage results of other community-based initiatives underway to achieve collective impact with ARPA and other funds. Defining and measuring specific St. Rest + Food to Share Hub program outcome contributions to larger initiatives (like F3 for example) will necessarily be a collaborative endeavor, but we think the program outcomes and measures will be similar in type to those outlined below. DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 23 Healthy Food Recovery and Distribution & Cooking Matters Classes: Metro is working closely with Urban Footprint as part of a multi-year pilot to test of their big data Food Security Insights (FSI) tool which can measure the impact of our food programs in terms of changing levels of food insecurity and food insufficiency down to the Census Block Group level every two weeks: https://urbanfootprint.com/solutions/food-security- insights/ While we already measure pounds & people served, pre-post attitudes toward different foods and participant sense of cooking skills efficacy, we believe in the next 3 years the FSI Tool will allow us evaluate and claim program outcomes that verify we have measurably reduced food insecurity and food insufficiency in our target area communities. We also project 12 F-T/P-T time jobs will be created at St. Rest over 5-6 years. Food Entrepreneur Support: We also project 30-40 F-T/P-T time jobs created by food entrepreneurs who use supportive commercial kitchen infrastructure at St. Rest over the 5 years following kitchen completion. Elm Avenue Revitalization: Based upon vacant land near St. Rest and jobs per sq. ft., we project 100,000 sq. ft. of new development encouraged by St. Rest model over 10 years producing 160-200 new F-T/P-T time jobs. MEETING MULTIPLE FUNDING PRIORITIES - St. Rest + Food to Share Hub Project Residents of Southwest Fresno have been and will continue to be engaged as partners in this project. On numerous occasions and in community-centered planning processes such as the Elm Avenue Revitalization Strategy, the community has repeated asked for increased healthy food access and economic development opportunities such as those proposed by this project. Project Clearly Addresses Key Funding Priorities and the Needs of Community Residents: The St. Rest + Food to Share Hub development project facilities services and new opportunities that clearly respond to the adverse consequences of COVID 19, by elevating support for public health and addressing negative economic impacts, two of the five key categories of eligible expenditures in Interim Treasury Rules. The project geographic area is Southwest Fresno and a cluster of census tracts surrounding the project site along Elm Avenue which represents one the most racially inequitable and unjust, highest concentrated poverty, pollution burdened, food insecure, chronic disease, and most disinvested, neglected and underserved communities in Fresno, California, and the U.S., all conditions worsened further by COVID 19 as articulated below in relation to target area demographic and health data. How Services Meet Funding Priorities: As noted in more detail in SECTION on SERVICES DESCRIPTION, the St. Rest + Food to Share Hub development project creates millions of pounds of increased rescued healthy food access for families with extreme food insecurity and health challenges, provides cooking skills and nutrition education classes to community members for improving diets, disease prevention and resilience, models a physical infill and economic development implementation strategy for revitalization of a brownfield corridor, supports local food vendors entrepreneurship opportunities, and is a key partner in a regional food innovation and economic development initiative led by our six-county regional-community foundation. DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 24 Community and Public Health Information of a COVID Impacted and Underserved Community: Fresno is ranked as the 3rd worst food hardship metropolitan statistical area (MSA) in the U.S. (Food Action Research Center), with irony upon injury being that Fresno is also the main hub in the Central Valley of California (CA) which represents the most robust food producing region of the world. Although the project will ultimately provide benefits to residents throughout the Fresno area, the project is primarily focused on improving food access and economic opportunities for residents within the Bethune, Columbia, Lincoln, King, Kirk, and West neighborhoods in Southwest Fresno. These neighborhoods encompass eight Fresno County census tracts (CTs): 2, 3, 7, 8, 9.01, 9.02, 10, and 11. Demographic data characterizing the target community are presented below, together with comparative data for the City of Fresno, State of California, and the U.S. As summarized in the table, sensitive populations in the focus area suffer from some of the highest rates of poverty and lowest levels education in the country, and these issues have been exacerbated by impacts related to the COVID-19 pandemic. Table 1 – Select Demographic Data for Project Area Neighborhoods 1 Demographic Measures Focus Area CTs City of Fresno State of California United States Minority population (% of total) 96.5% 73.1% 62.8% 39.3% Hispanic population (% of total) 68.2% 49.6% 39.0% 18.0% Black only population (% of total) 17.3% 7.4% 5.8% 12.7% Median Household Income (MHI) $27,181 $50,432 $75,235 $62,843 Poverty Rate for Individuals 48.3% 25.2% 13.4% 13.4% Poverty Rate for Children (<18 years) 62.9% 35.6% 18.1% 18.5% % of Occupied Housing Units w/ No Vehicle 21.6% 10.5% 7.1% 8.6% % of Adults w/o high school degree or GED 42.6% 22.6% 16.7% 12.0% Residents within Southwest Fresno are also at significantly higher risks of being exposed to a broad range of background or cumulative pollution sources. Environmental justice (EJ) data for the focus area census tracts were obtained from the California Department of Toxic Substances Control (DTSC) CalEnviroScreen (CES) website 2. For the update in June 2018, all eight CTs within the focus area had overall CES EJ scores that ranked at or above the 99.6 percentile. Furthermore, all eight CTs ranked among the top 30 CTs among the 8,035 CA CTs for which data are available, with CT’s 11 and 2, ranking respectively as having the 1st and 3rd highest scores in CA. These data suggest that there is potentially no neighborhood in CA in which the residents have a greater disproportionate burden from multiple sources of pollution. All eight CTs within the project area meet one or more of the four current U.S. Department of Agriculture (USDA) classifications for food deserts, based on the most recent (2019) 1 All data are American Community Survey 5-year estimates for 2015-2019. Downloaded from https://data.census.gov/ on 5/22/21. GED = graduate equivalency degree. Focus area CTs include Fresno County CTs 2, 3, 7, 8, 9.01, 9.02, 10, and 11. Median household income is for the past 12 months in 2019 inflation adjusted dollars. 2 https://oehha.ca.gov/calenviroscreen/report/calenviroscreen-30 DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 25 data set. There is currently only one full-service grocery serving residents in Southwest Fresno, contributing to the limited access to healthy foods, despite a proliferation of small corner stores that mostly sell liquor and processed foods. The pollution burden in combination with the socio-economic factors have combined to produce exceptionally poor health conditions for residents. Table 2 summarizes the prevalence rates for ten chronic disease and health indicators for residents living within the eight CTs encompassed by the project area neighborhoods, as well as the average prevalence rates for all 124 CTs in the City, based on estimates developed by the Centers for Disease Control and Prevention (CDCP) and published in 20183. The average prevalence rates for the focus area are also ranked relative to all 5,237 urban CTs in CA evaluated as part of the CDCP study. The project focus area scores significantly worse (i.e., has higher prevalence rates) for all ten health measures compared to the City as a whole. In addition, for each of the measures, the focus area CTs rank between the 91.8 and 99.7 percentiles relative to the values for all 5,237 urban CTs throughout CA included in the CDCP study (representing >22 million people). Table 2 – Health Measure Estimates for Project Focus Area Census Tracts 4 Health Measure Prevalence Rate Focus Area Percentile among 5,237 CA CTs C Health Measure Prevalence Rate Focus Area Percentile among 5,237 CA CTs C Project Focus Area CTs A Average for City of Fresno B Project Focus Area CTs A Average for City of Fresno B Lack of Health Insurance D 28.0% 19.0% 92.6 Kidney Disease D 4.4% 3.0% 97.9 High Blood Pressure D 34.9% 25.4% 95.2 No Leisure Time Physical Activity D 36.6% 26.0% 97.9 Asthma D 11.3% 5.5% 98.4 Poor Mental Health E 18.3% 14.2% 95.8 Diagnosed Diabetes D 16.7% 12.5% 98.5 Obesity D 41.8% 32.5% 99.7 High Cholesterol D 37.0% 31.1% 91.8 Poor Physical Health E 19.2% 16.8% 96.7 Projected Community Benefits for Targeted Populations Impacted by COVID 19: The primary results will relate to improved access for residents to high quality, locally available healthy food and related services and food skill classes, all of whom live in census tracts that meet one or more of the USDA classifications for a food desert. As documented in a 2017 report by the USDA 5, there is a strong correlation between food insecurity and chronic diseases, including high blood pressure, coronary heart disease, hepatitis, stroke, cancer, asthma, diabetes, arthritis, chronic obstructive pulmonary disease, kidney disease (four of which, as shown on Table 2, are documented to have 3 https://www.cdc.gov/500cities/ 4 Notes for Table 2. Data accessed from the CDC website on 5/18/2021. A) Focus area CTs include 2, 3, 7, 8, 9.02, 9.02, 10, and 11. B) Average of values for all 124 City of Fresno CTs. C) Ranking of the average value for the focus area CTs versus those for all 5,237 urban CTs in CA included in the study. A percentile value of 99.7% means that the average prevalence for adults in the focus area is higher (worse) than that in 99.7% of all CA CTs evaluated. D) Model-based estimate for crude prevalence among adults aged ≥ 18 years, 2015 or 2016. E) Model-based evidence for crude prevalence of mental or physical health not good for ≥14 days among adults aged ≥18 years, 2016. 5 https://www.ers.usda.gov/webdocs/publications/84467/err-235.pdf DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 26 exceptionally high rates of occurrence within the project area). The enhanced availability of food which can help reduce obesity, heart disease, diabetes, and at least 13 types of cancer)6 will help to reduce the occurrence of chronic diseases among area residents. These benefits speak directly to addressing underlying health conditions that have contributed to the spread and health impacts of COVID 19. Key secondary benefits include associated food business development and support opportunities for residents through Hub commercial kitchen infrastructure, and links through the St. Rest Hub to a regional system of food entrepreneurship support for community resident vendors and small farmers. The project will also contribute to addressing a host of other environmental and public health challenges, including: Advancing the redevelopment of one or more catalyst brownfields sites that were identified and prioritized in a brownfields area-wide plan completed for the Elm Avenue Corridor, and, Advancing the long-term vision for development of a community health hub centered on Elm Avenue, for which the St. Rest Hub site is a catalyst and will address a broad range of health issues for residents (summarized in Table 2). EXPENDITURE SCHEDULE - St. Rest + Food to Share Hub Project We anticipate use of funds for hard cost construction beginning in September 2022 through July 2023. All construction tasks will be managed through the oversight of the project Prime Contractor, Mark Wilson Construction, and be performed by subcontractors procured through appropriate bidding processes. Metro will advance funds to pay accurate and approved invoices submitted by Mark Wilson Construction for specific Line Item Division Costs, and promptly seek reimbursement from the City each month. As detailed in Project Costs and Budget below - all tasks performed will be for Phase 2: New 2-Story Building and 5 very specific Line Item budget amounts (with carryover to related component construction labor and materials if there are cost savings) encompassing the following for a total of $665,000 of HUD Funding (See Note) Below Table: Budget Line Item – All Phase 2: New 2-Story Building Items Dollar Amounts Expected Timing of Expenditure Div. 5: Metals $ 357,573 May 2023-August 2023 Div. 6: Woods, Plastics & Composites $ 49,304 May 2023-August 2023 Div. 7: Thermal and Moisture Protection $ 73,594 May 2023-August 2023 Div. 9 Finishes/Div. 11: Equipment $ 184,529 May 2023-August 2023 Total HUD Budget $665,000 NOTE: 100% of HUD funds go into hard construction costs of New 2-Story Building. Any cost savings on proposed HUD Line Items will be used to pay for greater portions of Div. 4 or Div. 11, or alternatively for other underfunded Division costs, see total project budget previous page, and any cost overruns in proposed HUD Line Items will be paid for by Matching Funds enumerated below. EXPERIENCE OF AGENCY - St. Rest + Food to Share Hub Project 6 https://www.cdc.gov/chronicdisease/resources/publications/factsheets/nutrition.htm DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 27 The CBO must demonstrate that the skills and experience of the agency are appropriate for the scope of the proposed services. The ‘Agency’ for the purposes of this St. Rest + Food to Share Hub project proposal for City of Fresno ARPA funding is an MOU Partnership between two enduring community- based organizations serving Fresno over many decades: Saint Rest Baptist Church (St. Rest), a local church congregation and community economic development corporation with 80 years of history serving the residents of Southwest Fresno, and Fresno Metro Ministry (Metro), the founder and operator of the successful ‘Food to Share’ food recovery and distribution program and a nonprofit community economic development organization serving Fresno and the Valley for 52 years. Our partnership shares deep values for engagement and service to the community supported by multi-sector collaborative efforts to increase economic development, racial equity, health, environmental justice, and shared adaptation to climate change. As partners we have mutual and complementary skill sets with an integrated management team that can best lead, manage and produce results from St. Rest + Food to Share Hub operations for the community. Both partners are also financially responsible stewards of organizational and community resources, and value strong and conservative financial controls, healthy balance sheets and reserves, transparency, prudence and low-risk debt-free investment. In our joint efforts to establish the St. Rest + Food to Share HUB at Elm Avenue near Chester Riggins Avenue, we have agreed that Fresno Metro Ministry will act as the Project Lead and Fiscal Agent, responsible for all project related banking and funds management accounting and disbursement, grant fiscal and program management and reporting, project management related to design, entitlement, permitting and construction management oversight and reporting, as well as being a long-term Food Hub co- operational partner. Metro partners and coordinates in all respects with St. Rest as the land and building owner, Food Hub co-operational partner, and as the key community outreach and engagement partner for the project in Southwest Fresno conducted though the St. Rest Economic Development Corporation (EDC), a 501c3 nonprofit organization founded by the Church with an independent board. Our sincere belief is that working and learning closely together on this project will not only create substantive increased health, economic, and other community benefits for Southwest Fresno, but build the long-term capacities of St. Rest Church and the EDC to be even more integral and high impact community organizations leading positive change and the recovery from COVID 19 in Southwest Fresno. Metro has a strong track record of relevant experience and results production related to the scope of proposed services for this grant and project. • Metro’s Executive Director, Keith Bergthold, was formerly the City of Fresno Assistant Planning Director between 2006 and 2014, which at the time involved General Plan Update leadership and project management, and oversight responsibilities for Long Range and Current Planning and Development staff and activities, including entitlement applications and permitting of construction and development projects. Over the past 20 years, at Metro, with the City of Fresno, and as volunteer CEO for Regenerate California Innovation, Inc., a workforce DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 28 development non-profit, Keith has helped secure the funding, developed and managed programs, and successfully fiscally managed over $80 million in cumulative government and philanthropic grants and contracts. • Over the past 5 years, working from scratch to change Fresno being ranked the 3rd highest food hardship metropolitan area in the U.S. (Food Research Action Center), Metro has designed and built the organizational infrastructure, operational capacities and logistics to successfully run our Food to Share food recovery and distribution program, cumulatively recovering and redistributing nearly 7 million pounds of healthy food to underserved communities that otherwise would have been thrown away. This was all accomplished without a dedicated warehouse logistical platform, which with the St. Rest + Food to Share Hub in place will multiply potential food recovery and distribution volumes. Including funds already raised for the Food Hub development of approximately $3.8 million and considering operational commitments to Food to Share programs for the next two years by local donors, foundations and contracts for service, Metro is currently managing well over $6 million in funds for Food to Share related operations. • Metro also helped found, serves on the Executive Committee and Leadership Team, and is the Fiscal Agent for the Fresno Community Health Improvement Partnership (www.fchip.org). The FCHIP vision is: To create a culture of health in our community where every person has the opportunity and support they need to achieve a life of well-being. Metro is currently responsible for fiscally managing over $7 million in FCHIP contracts over the next 18 months. In 2019, Metro helped design and led the team conducting a county-wide Community Health Needs Assessment that included Fresno Metro Ministry and FCHIP staff, the Fresno County Department of Public Health, and the Central Valley Health Policy Institute that systematically gained input in face-to-face engagement from a diverse population of 500 rural and urban community residents, stakeholder and key informants. • Metro also helped found, serves on the Hub Leadership Team, and is the Fiscal Agent for the Fresno Community & Economic Development Partnership (www.fresnocedp.org) - a collective of 15 community-based organizations that partner together in building each other’s capacity to serve Fresno’s neighborhoods. Metro is currently responsible for fiscally managing multi-year grants totaling over $1 million. St. Rest is particularly well suited to co-lead this project in Southwest Fresno because its campus master plan is helping implement the City of Fresno’s Elm Avenue Revitalization Strategy: A Brownfields Area-Wide Plan. The 3.14 acre St. Rest campus is Catalyst Site 1 for the Elm Avenue plan. The former Farmer John Meat Company warehouse facing Elm Avenue will be revitalized and transformed into a community and metropolitan area serving Food to Share food recovery, storage, office, and distribution center along with new construction with a much needed commercial community kitchen, training area, classrooms, and health and social service offices for community members. St Rest has a long-term Food Ministry serving the project area and target populations and completed a DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 29 $1.2 million youth center and playground on its campus in 2020, which speaks to its capacity to successfully implement a similar project in scope and size recently while also demonstrating its ability to deliver such a project on time and on budget. PROJECT METRICS & Reporting - St. Rest + Food to Share Hub Project The St. Rest + Food to Share Hub project will track, and report key project and program metrics as follows: 1. Quarterly tracking and reports on progress and status of completion of entitlement and permitting processes with City of Fresno for Warehouse Renovation and New 2- Story Building 2. Quarterly tracking and reports on progress and status of completion of Warehouse Renovation construction and New 2-Story Building construction 3. Reports on Final Inspections by City – Issuance of Occupancy Permits – Operations beginning for both Warehouse Renovation and New 2-Story Building 4. Quarterly tracking and reports on pounds of food recovered and redistributed beginning after Warehouse operations start (anticipated in October 2022) 5. Quarterly Reports on pilot testing of new/big data targeting and evaluation tool, Food Security Insights, related to Food to Share program activities, which measures food insecurity and food insufficiency down to census block group level (every two weeks) – evaluating Southwest Fresno food access impacts beginning in late 2002 or early 2023 6. Quarterly tracking and reports on community resident participants who attend and complete “Cooking Matters” cooking skills and nutrition education classes beginning after New 2-Story Building operations start (anticipated in July 2023) 7. Quarterly tracking and reports on local Food Entrepreneurs supported through the certified commercial kitchen beginning after New 2-Story Building operations start (anticipated in July 2023) 8. Quarterly tracking and reports on number of service visits and referrals to services – health, human, social, workforce, etc., produces from community resident office visits in New 2-Story Building after operations start (anticipated in July 2023) 9. Quarterly tracking and reports on other community classes and events held at New 2-Story Building after operations start (anticipated in July 2023) 10. Semi-annual reports on direct and indirect jobs created by the St. Rest + Food to Share Hub project as a community and regional economic development catalyst related to Elm Avenue revitalization activities and development, and DRIVE F3 participation PROJECT COSTS & BUDGET – St. Rest + Food to Share Hub Project Total Budget for St. Rest + Food to Share Hub Development Phases 1 and 2 with HUD Budget* DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 30 Budget Line Items Phase 1: Warehouse Renovation Phase 2: New 2-Story Building July 8, 2022 Total Project Budget HUD Project Budget Hard Costs Div.01: General Requirements 77,200 255,398 332,598 0 Div. 02: Existing Conditions & Demolition (EPA Grant) 191,000 20,800 211,800 0 Div. 03: Concrete 31,005 135,663 166,668 0 Div. 04: Masonry 15,000 151,596 166,596 93,349 Div. 05: Metals 37,500 357,573 395,073 357,573 Div. 06: Wood, Plastics & Composites 36,547 49,304 85,851 49,304 Div. 07: Thermal & Moisture Protection 43,150 73,594 116,744 73,594 Div. 08: Openings 86,767 153,722 240,489 0 Div. 09: Finishes 290,844 292,194 583,038 0 Div. 10: Specialties 3,550 13,470 17,020 0 Div. 11: Equipment 65,850 430,910 496,760 91,180 Div. 12: Furnishings 750 3,000 3,750 0 Div. 14: Conveying Systems 20,000 162,400 182,400 0 Div. 21: Fire Suppression 0 0 0 0 Div. 22: Plumbing 128,550 141,628 270,178 0 Div. 23: Heating, Ventilating, Air Conditioning 82,450 164,541 246,991 0 Div. 26: Electrical 78,500 264,886 343,386 0 Div. 27: Communications 6,000 0 6,000 0 Div. 28: Electronic Safety & Security 9,000 0 9,000 0 Div. 31/32: Earthwork & Exterior Improvements 10,900 430,319 441,219 0 Div 33: Utilities 0 43,268 43,268 0 Sub Total 1,214,563 3,144,265 4,358,829 $665,000 General Liability 0.88% 11,044 27,921 38,965 0 Contingency 5.00% 55,773 158,609 214,382 0 Escalation 5.00 % 0 166,540 166,540 0 Builders Risk Insurance 0% 5,856 0 5,856 0 Contractor’s Fee 4.50% 52,969 157,380 210,349 0 Bonds 1.00% 11,155 36,547 47,702 0 Total Hard Costs 1,351,360 3,691,262 5,042,622 $665,000* Soft Costs Permits 12,412 50,567 62,979 Testing & Inspection 2,500 6,000 8,500 Design Costs 122,757 208,071 330,828 Utilities 0 51,000 51,000 Direct In-House Costs 0 61,000 61,000 Other Pre-Construction/ Construction Cost 5,962 17,250 23,212 Total Soft Costs 143,631 $393,888 537,519 Cost Changes and Adjustments Grand Total Hard & Soft Cost 1,494,991 4,085,142 5,580,141 *Only Project Development Hard Costs for Phase 2: New 2-Story Building Construction, as Estimated in July 2022 by Halajian Architects and Prime Contractor Mark Wilson Construction, and Subcontractors are Included in HUD Project Budget Request. Fresno Metro Ministry is Donating all Fiscal/Grant Admin and Project Construction/Development Management Expenses and Costs. Warehouse renovation construction started in March 2022. Anticipate completion now in October 2022 due to component materials and equipment delivery delays. Cost increases have been over 5% DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 31 since construction started. New building construction start date anticipates in September-October 2022, assuming City permitting, and PG&E issues resolved. DGS California Construction Cost Index CCCI - increased 13.5% in 2021, and 9.5% just in the first 6 months of 2022 - or at an annualized rate of 19%. Budget Narrative and Matching Funds HUD Project Budget Narrative** Budget Line Item – All Phase 2: New 2-Story Building Items Dollar Amounts Budget Narrative/Explanation Expected Timing of Expenditure Div. 5: Metals $ 357,573 83% of total estimated cost of Structural Steel, Metal Fabrications (Misc. Iron, Embeds, Ledger), Structural Steel-Roof Deck Cover & Horizontal, Perforated Panels (Expanded Metal Panels), Roof Screen & Panels, Railings, Metal Pipe & Tube (w/ Expanded Metal), Aluminum Parking Canopy May 2023- August 2023 Div. 6: Woods, Plastics & Composites $ 49,304 41% of total estimated cost of Woods, Plastics & Composites, Rough Carpentry - Parapet Nailers & FT Plywood, Millwork, Architectural Wood Casework, Wood Deck 2nd Floor May 2023- August 2023 Div. 7: Thermal and Moisture Protection $ 73,594 46% of total estimated cost Thermal and Moisture Protection, Planter Waterproofing Against Building, Insulation, Building Walls-Thermal & Sound, Insulation, Roof & Decks, Air Barriers (Vapor Alkalinity Control), Roofing, Walk-off Matts, Deck Coating, Sheet Metal & Flashing, Roof Curbs, PreFab-Roof Hatch 3' x 5', Caulking & Sealants May 2023- August 2023 Div. 11: Equipment $ 184,529 31% of total estimated cost of $430,910 for Food Service Equipment, Food Service Equipment (Contingency), Metal Lockers (4x5, 12" ea.) for Commercial Kitchen – Based upon updated architect/contractor estimates for kitchen design configuration in conceptual building floor plans May 2023- August 2023 Total HUD Budget $665,000 DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 32 **100% of HUD funds go into hard construction costs of New 2-Story Building. Any cost savings on proposed HUD Line Items will be used to pay for greater portions of Div. 4 or Div. 11, or alternatively for other underfunded Division costs, see total project budget previous page, and any cost overruns in proposed HUD Line Items will be paid for by Matching Funds enumerated below. Leveraging HUD Funds: Matching Funds for St. Rest + Food to Share Hub Development Project Funders Based Upon TCC Amendment #3 Development Cost Projections – Funds Secured, Pending, and Still to Raise for St. Rest + Food to Share Hub Construction – July 2022 Funders for Project Hard & Soft Development Costs Amounts TCC*** Projects #16 and #17 $1,318,316 Kaiser Permanente $1,000,000 HUD Earmark Funding $ 665,000 Tarlton & Son, Inc. $ 444,520 City of Fresno ARPA Funds $ 429,420 Valley Children’s Hospital (VCH) and Others $ 100,000 Central Valley Community Foundation**** – Anonymous Donor $ 250,000 EPA Hazard Mitigation Grant – to be approved 2-17-22 $ 191,000 Community Medical Centers $ 165,000 Kresge Foundation $ 150,000 Cal Viva Health $ 90,000 Match Secured by June 23, 2022 $3,998,256 CalViva Health – Recent Additional Match Request (Pending) $ 265,000 Kresge Foundation – Recent Additional Match Added (Pending) $ 25,000 Community Medical Centers – Recent funding request presentation made June 30, 2022 – Not sure on amount that will be donated $ ? Smittcamp Family Foundation & Wawona Foods – Recent funding request presentation made July 1, 2022 – Not sure on amount that will be donated $ ? Pending Match Sub-Total $ 290,000 Current Deficit for Continued Match Fund Raising as of July 5, 2022 $ 626,885 Totals (Estimated Total Project Cost – July 8, 2022 = $5,580,141) – See attached updated New 2-Story Building Cost Update by Mark Wilson Construction dated 7-8-22 $5,580,141 ***Project awarded $1,550,500 by TCC in 2021 included $1.066,000 for program operating funds– Grant amendment in progress now to allocate a total of $1,318,316 to hard and soft development costs of site improvements, warehouse and new 2 story building because of extreme construction price inflation – shifting a total of $835,000 from TCC program operating funds to construction and requiring Metro and St. Rest to seek necessary operating funds elsewhere. Inflation remains a huge issue, the cost estimate for New 2-Story Building has increased $383,593 in the past six months – or 10.36% net increase. ****CVCF is assisting us in closing funding gaps and prepared materials submitted to a number of prospective funders, for which we are extremely grateful. DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 33 Exhibit B – Insurance Requirements INSURANCE REQUIREMENTS (a) Throughout the life of this Agreement, CONTRACTOR 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, CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR shall not be deemed to release or diminish the liability of CONTRACTOR, 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 CONTRACTOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of CONTRACTOR, vendors, suppliers, invitees, contractors, sub-contractors, 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 limitation, indemnity obligations under the DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 34 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. MINIMUM LIMITS OF INSURANCE EXHIBIT A CONTRACTOR 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 $2,000,000 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. 4. BUILDERS RISK (Course of Construction) insurance in an amount equal to the completed value of the project with no coinsurance penalty provisions. (Only required if the project includes new construction of a building, or renovation of, or addition to, an existing building.) 5. FLOOD INSURANCE (as required by Flood Disaster Protection Act of 1973 and National Flood Insurance Reform Act of 1994 [42 USC 4001-4128 DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 35 and 42 USC 5154a]). The amount of coverage must at least equal the total project cost or the maximum coverage limit of the National Flood Insurance Program, whichever is less. Flood insurance coverage must be continued for the life of the building irrespective of the transfer of ownership 6. CONTRACTORS’ 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 CONTRACTOR pursuant to the Agreement. UMBRELLA OR EXCESS INSURANCE In the event CONTRACTOR 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 CONTRACTOR shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and CONTRACTOR 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) CONTRACTOR 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 (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. CONTRACTOR DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 36 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, CONTRACTOR 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, CONTRACTOR 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) The Commercial General, Pollution and Automobile Liability insurance policies shall be written on an occurrence form. (iii) 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. CONTRACTOR 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 20 10 & CG 20 37. (iv) The Commercial General, Pollution and Automobile Liability insurance shall contain, or be endorsed to contain, that the CONTRACTORS’ 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, employees, agents and volunteers. If CONTRACTOR 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 CONTRACTOR. (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, CONTRACTOR’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 CONTRACTOR’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, its officers, officials, agents, employees and volunteers. DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 37 (viii) The Builder’s Risk Insurance shall have the policy endorsed to provide the City of Fresno to be named as a Loss Payee. (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 - CONTRACTOR 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, CONTRACTOR 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 CONTRACTOR shall also be required to provide all documents noted herein. CLAIMS-MADE POLICIES - If any coverage required 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 CONTRACTOR. (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, CONTRACTOR 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 CONTRACTOR subcontracts any or all of the services to be performed under this Agreement, CONTRACTOR 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, CONTRACTOR will be solely responsible for ensuring that its subcontractors maintain insurance DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 38 coverage at levels no less than those required by applicable law and is customary in the relevant industry. DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 39 Exhibit C Conflict of Interest Disclosure Form 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) DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1C Fresno Metro Ministry X 3845 N. Clark, suite 101 X Fresno, CA 93726 Dr. Daniel Griffin 4/10/2023 X X X none X DocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 40 Exhibit D Certification Regarding Lobbying The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal 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 an agency, a Member of Congress, 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, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence 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 undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 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 transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. _________________________________________________ (Signature of Authorized Official) _________________________________________________ (Typed Name and Title of Authorized Official) ________________________________________________ (Date) DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1C 4/10/2023 TreasurerDr. Daniel Griffin DocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 41 Exhibit E Reporting Requirements Performance Report The Performance Report module in DRGR provides a tool and framework for communication of grant program progress to HUD and the public. The data collected in the report is aggregated and sent to Congress and is also placed on the DRGR Public Data Portal. Grantees will submit reports semi-annually. Performance Reports are due twice a year, 30 days after the end of January and 30 days after July 30th. Performance Reports are integrally tied to the Action Plan. Grantees report on activities in the performance report, semi-annually, based on the set up, budgeting and proposed accomplishments in the Action Plan. If an Activity is not set up in the Action Plan, it will not be available for reporting in the performance report. Further, if an accomplishment is not proposed in the Action Plan, it will likewise not be available for reporting. For this reason, performance reports cannot be submitted by a grantee if changes have been made to the Action Plan (e.g., Projects or Activities added, budgets modified, etc.) until those changes are reviewed and approved by HUD. Both Performance Reports and Action Plans follow the same review process shown below. Reporting Requirements on Race and Ethnicity Data on the race and or ethnicity of beneficiaries of programs funded by the award is collected using the HUD form 27061. The information collected through HUD's standardized Form for the Collection of Race and Ethnic Data is required under 24 CFR Part, Nondiscrimination in Federally Assisted Programs of the Department of Housing and Urban Development, Effectuation of the Title VI of the Civil Rights Act of 1964. HUD's Title VI regulations, specifically 24 CFR Part 1.6. This regulation requires recipients of Federal financial assistance to maintain and submit racial and ethnic data so HUD may determine whether DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 42 such programs comply with Title VI data collection requirements. HUD must offer individuals who are responding to agency data requests for race the option of selecting one or more of five racial categories. HUD must also treat ethnicity as a category separate from race. Title VI requires recipients of HUD funding to maintain records, make them available to responsible Department officials, and if requested, submit compliance reports. For example, HUD grant programs may request information during program monitoring and compliance reviews to ensure compliance with the nondiscrimination requirements of Title VI. The HUD 27061 must be completed annually, in January of the calendar year to report on the previous year's data. For example, a report submitted in January of 2024 reports data collected for the period between January 1, 2023, and December 31, 2023. DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 CPF Subrecipient Agreement 2022 – 11/08/22 43 GRANT CLOSEOUT The grantee must provide the grant closeout documentation to the Grant Officer within 120 days after the end of the performance period, consisting of the following elements: 1. Final Narrative Report; 2. Final breakdown and justification of budget categories including direct costs, administrative costs, and indirect cost rate, if applicable; 3. The final invoice for incurred expenses (All budget expenses reported in DRGR must match before the grant can be closed out); 4. Final report into DRGR on-line (only if additional services were provided during the closeout period); and 5. Signed statement by the authorizing official that the DRGR award page reflects all fiscal draws, balances, administrative burden, and benchmark counts that are claimed in the final report submitted. REPORTING AND DISPOSITION OF REAL PROPERTY Grantees are to report on the status of real property that results from the award through either purchase, acquisition, construction, renovation, or rehabilitation annually. The report must be submitted using the federal Standard Forms for real property status on either the 429, 429A, 429B, or 429 C, depending on the circumstance: • Real Property Status Report (SF- 429) • Real Property Status Report – (General Reporting) (SF-429 A) • Real Property Status Report – (Request to Acquire, Improve, or Furnish) (SF-429 B) • Real Property Status Report – (Disposition or Encumbrance Request) (SF-429 C) Reports on real property must be submitted once per year as a part of the Semi-Annual report that is due in January. DocuSign Envelope ID: B2020469-E63D-4182-973E-4E1AC1F66D1CDocuSign Envelope ID: 4AD16572-0B88-49FE-AE03-E1F5CE9463C6 Date Adopted: 1 of 2 Date Approved: Effective Date: Resolution No. RESOLUTION NO. ___________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 24th AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION NO. 2022-154 TO APPROPRIATE $665,000 FROM THE DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD) FOR THE COMMUNITY PROJECT FUND (CPF) GRANT BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2022-154 be and is hereby amended as follows: Increase/(Decrease) TO: FINANCE DEPARTMENT Misc. Federal Grants - Finance $ 665,000 THAT account titles and numbers requiring adjustment by this Resolution are as follows: Misc Federal Grants - Finance Revenues: Account String: 2060-2065-9995-000-433104-32-1-0000-0000- $ 665,000 Project String: 320200027 -Revenue - - Total Revenues $ 665,000 Appropriations: Account String: 2060-2065-9995-000-653304-32-1-0000-0000- $ 665,000 Project String: 320200027-GRANTS Total Appropriations $ 665,000 THAT the purpose is to appropriate $665,000 in CPF funding HUD to fund the Fresno Metro Ministry’s Urban Heat Island Mitigation and Edible Food Rescue and Distribution Project. 2 of 2 CLERK’S CERTIFICATION STATE OF CALIFORNIA} COUNTY OF FRESNO } ss. CITY OF FRESNO } I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing Resolution was adopted by the Council of the City of Fresno, California, at a regular meeting thereof, held on the Day of , 2023 AYES: NOES: ABSENT: ABSTAIN: Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Veto: , 2023 TODD STERMER, CMC City Clerk BY: ____________________________ Deputy City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-649 Agenda Date:4/27/2023 Agenda #:1.-F. REPORT TO THE CITY COUNCIL FROM:GEORGEANNE A. WHITE, City Manager Office of the Mayor & City Manager RUTH F. QUINTO, CPA, Assistant City Manager Office of the Mayor & City Manager BY:SANTINO DANISI, MBA, City Controller/Finance Director Finance Department SUBJECT Actions pertaining to Transient Room Tax: 1. ***BILL B-11 (Intro’d 4/20/2023)(For Adoption)Amending Section 7-602 of the Fresno Municipal Code, relating to compelling short-term rental crowdsourcing entities such as Airbnb, VRBO, etc. to collect Transient Occupancy Tax (TOT) on the City’s behalf and to remit the revenue to the City. (Subject to Mayor’s Veto) RECOMMENDATION Staff recommends that City Council introduce the bill amending Section 7-602 of the Fresno Municipal Code, relating to compelling short-term rental crowdsourcing entities such as Airbnb, VRBO, etc. to collect TOT on the City’s behalf and to remit the revenue to the City. EXECUTIVE SUMMARY This bill introduces language to address the definition of an “Operator” in Section 7-602 of the Fresno Municipal Code and provide clarity as to how this pertains to short-term rental crowdsourcing entities; thus, allowing the City of Fresno to require these entities to remit local taxes on behalf of short-term rental owners. The current definition of “Operator” does not include language to include instances where the operator may perform functions through a managing agent of any type other than an employee, such as a short-term rental crowdsourcing entity. BACKGROUND Transient Occupancy Tax (TOT) commenced January 1 st, 2020 for all short-term rentals residing within city limits and the first short-term rental account in the City of Fresno opened in May 2020. At the start of the 2023 calendar year, there were 201 different short-term rental accounts belonging to 149 businesses. Since January 1 st, 2020, the City of Fresno has collected $196,360 in TOT revenue. The City of Fresno requires all short-term rental operators to apply and register for a short-term rental City of Fresno Printed on 4/21/2023Page 1 of 2 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT B-11/ O. 2023-012 APPROVED ON CONSENT File #:ID 23-649 Agenda Date:4/27/2023 Agenda #:1.-F. The City of Fresno requires all short-term rental operators to apply and register for a short-term rental permit if the operator rents space for 31 days or more in a year.The City of Fresno collects TOT revenue from these short-term rental operators only and the current municipal code does not hold short-term rental crowdfunding entities,the managing agent,responsible for collecting and remitting local taxes on behalf of the host. This bill introduces language to address this and deems the managing agent as an operator;thus, entitling short-term rental crowdfunding entities to the same duties and liabilities as the short-term rental host.As a result,revenues generated by TOT collected from short-term rental are anticipated to increase once Section 7-602 is amended. ENVIRONMENTAL FINDINGS Pursuant to California Environmental Quality Act (CEQA)Guidelines Section 15378,this item is not a project for the purposes of CEQA. LOCAL PREFERENCE Local preference was not considered because this is an amendment to an existing agreement. FISCAL IMPACT There is no Fiscal Impact. Attachments: Ordinance City of Fresno Printed on 4/21/2023Page 2 of 2 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-625 Agenda Date:4/27/2023 Agenda #: 1.-G. REPORT TO THE CITY COUNCIL FROM:BRYON HORN, Chief Information Officer Information Services Department BY:ED SMITH, Information Services Manager Information Services Department SUBJECT ***RESOLUTION - Authorizing a Grant Application for $100,000 to California Automated Permit Processing (CalAPP) Program for establishing an eligible automated, solar permitting platform and authorizing the Planning and Development Department Director or designee to accept grant funds and execute all related documents. (Subject to Mayor’s Veto) (Citywide) RECOMMENDATION Staff recommends the City Council authorize a grant application for $100,000 to California Automated Permit Processing (CalAPP) Program for establishing an eligible automated, solar permitting platform and authorizing the Planning and Development Department Director or designee to accept grant funds and execute all related documents. (Subject to Mayor’s Veto) (Citywide). EXECUTIVE SUMMARY California Senate Bill 100 requires that by 2030 at least 60% of electricity generated for California be from “eligible renewable energy resources.” Achieving 100% clean electricity in California requires an acceleration of the development of rooftop solar projects. CalAPP funding is intended to encourage cities and counties to further enhance permitting processes and accelerate processing and turnaround time, particularly regarding plan review. Grant funding of $100,000 could be used to help cover the licensing costs of Accela and the training costs for City staff associated with integration with SolarAPP+ automated solar permitting platform. BACKGROUND Senate Bill 100, “The 100 Percent Clean Energy Act of 2018,” sets a 2045 goal of powering all retail electricity sold in California and state agency electricity needs with renewable and zero-carbon resources and at least 60% by 2030. To assist in this goal, California passed Senate Bill 129 adding $20 million to the 2021 budget in for the California Energy Commission (CEC) to support funding a program pursuant to this purpose. Overall, funding is intended to promote the development of residential solar and solar-plus-storage systems, greatly decreasing approval times, cutting permitting costs for local governments and homeowners, and helping California meet its greenhouse City of Fresno Printed on 4/21/2023Page 1 of 2 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT R. 2023-118 APPROVED ON CONSENT File #:ID 23-625 Agenda Date:4/27/2023 Agenda #: 1.-G. permitting costs for local governments and homeowners,and helping California meet its greenhouse gas emission reduction goals through an easier installation process. The grant funding is intended to help local governments in California recover the cost of establishing an eligible automated,online solar permitting platform.Most of the funding will be used for staff training or consultant time associated with implementing the software.There are other secondary costs permitted for reimbursement which include licensing costs for the Accela Software and training costs associated with training City staff on using SolarAPP+. Following the adoption and launch of a qualifying permitting platform,the Energy Commission may request annual data relating to this program.Requested data would include the number of permits issued in a given period of time,as well as relevant characteristics of the permitted systems such as system capacity. ENVIRONMENTAL FINDINGS Pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15378, this item is not a project for the purposes of CEQA. LOCAL PREFERENCE Local preference is not applicable because this resolution does not include a bid or award of a construction or services contract. FISCAL IMPACT This resolution will have no immediate impact on the General Fund. If awarded, grant funding allocated to the Program will be identified in future year budget appropriations. Attachments: Resolution CalAPP Application Form CalAPP Program Flier California Energy Commission Letter City of Fresno Printed on 4/21/2023Page 2 of 2 powered by Legistar™ June 2022 Page 1 of 4 GFO-21-402 CalAPP Attachment 01 ATTACHMENT 01 Grant Application Form – EXHIBIT A California Automated Permit Processing (CalAPP) Program 1. APPLICANT INFORMATION (REQUIRED) Jurisdiction Name (please use full legal name as it would appear on the executed grant): Jurisdiction Type (select one): City County City and County Current Estimated Population State of California Department of Finance Demographics (https://dof.ca.gov/forecasting/Demographics/): Less than 50,000 From 50,000 to 99,999 From 100,000 to 200,000 Greater than 200,000 Project Manager (serves as point of contact for all communications) Name Street Address City and Zip Code Phone Number E-Mail Address 2. FUNDING (REQUIRED) Assigned Maximum Grant Amount (select one) Group 1 ($40,000): Population less than 50,000 Group 2 ($60,000): Population from 50,000 to 99,999 Group 3 ($80,000): Population from 100,000 to 200,000 Group 4 ($100,000): Population greater than 200,000 June 2022 Page 2 of 4 GFO-21-402 CalAPP Attachment 01 3. PROJECT INFORMATION (REQUIRED) A.Online, automated solar permitting platform to be adopted: SolarAPP+ Other. If selected, complete Section 4 (“Additional Information”) B.Please select allowable budget item(s) anticipated to be used (Select at least one): Ongoing in-house staff labor costs associated directly with adoption and maintenance of the platform Ongoing third-party or consultant time associated directly with adoption and maintenance of the platform Ongoing staff training and education, specific to the platform Ongoing training events for local installers, specific to the platform Essential hardware or equipment necessary to support adoption of the platform Maintenance, such as adding support for energy storage paired with solar energy system permitting, and subscription cost for permit tracking software in support of adopted permitting platform C.Estimated Project Timeline* *Enter actual dates if activities already began Activity Date (Month/Year) Begin Development/Pilot Full Adoption Staff Training Training for Local Installers June 2022 Page 3 of 4 GFO-21-402 CalAPP Attachment 01 4.ADDITIONAL INFORMATION (if applicable) NOTE: Only complete this section if you implement a platform other than SolarAPP+ Please identify whether the following features are supported by the implemented platform. All features are required for the platform to qualify for funding. CEC staff will verify prior to payment approval. Performs an automated plan review for residential solar energy systems that completes automatic code compliance checks based on user inputs (such as a contractor), thereby enabling or otherwise issuing permits instantly when the project is confirmed as code compliant, without the need for human review Yes No Supports online, immediate fee payment once an application is complete, which may include auto-invoicing of permit fee costs Yes No Supports immediate generation of a permit job card following payment confirmation Yes No Blocks noncompliant applications from receiving a permit Yes No EITHER: 1) Stand-alone permitting tool; OR 2) Integrates with current software and inspection platform already in use Yes No 5.REPORTING (REQUIRED) Following adoption and verification of a qualifying platform, the Energy Commission may request, and the Recipient will provide if requested, annual data on the number of permits issued for solar energy systems and a solar energy system paired with an energy storage system including relevant characteristics of those systems, such as system capacity. Please indicate your acceptance of these terms. Yes No June 2022 Page 4 of 4 GFO-21-402 CalAPP Attachment 01 6.CERTIFICATION (REQUIRED) •I am authorized to complete and sign this form on behalf of the applicant. •I authorize the California Energy Commission to make any inquiries necessary to verify the information presented in this application. •I have read and understand the terms and conditions contained in this solicitation. I accept the terms and conditions contained in this solicitation on behalf of the applicant, and the applicant is willing to enter into an agreement with the Energy Commission to conduct the proposed project according to the terms and conditions without negotiation. •I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Name of Authorized Representative: Title: Phone Number: E-mail Address: Date: Signature of Authorized Representative: NOTE: Do not overlap signature with surrounding border lines. $Grant Money For Solar Permitting Expedite your solar permitting process! Reduce the time and resources needed to review and approve small residential solar installations in your community with money from the California Energy Commission. Millions of dollars in grant funding are available to all permitting jurisdictions in California for the adoption of an online, automated solar permitting platform such as SolarAPP+. The application window is open now until May 1, 2023. Funding is reserved on a first- come, first-served basis while money is still available. Program Highlights: Quick and easy application with electronic submittal Grants between $40,000-$100,000 based on population of jurisdiction Grant activities can be reimbursed until May 1, 2027 The California Automated Permit Processing (CalAPP) Program is administered by the California Energy Commission. The program was funded with $20 million from the California Budget Act of 2021 to support a grant program for California cities and counties to establish online solar permitting. Visit the CalAPP Program webpage at www.energy.ca.gov/calapp for more information. Questions? Contact the CalAPP team at CalAPP@energy.ca.gov Dear Georgeanne White, The California Energy Commission (CEC) is reaching out to inform and remind cities and counties throughout California about a way to innovate permitting processes to help meet the state’s clean energy goals. Last year, the California Legislature passed the Solar Access Act (SB-379), requiring cities and counties to automate their permitting for standard residential solar systems. Automated permitting will reduce delays and lower the cost of installing solar, leading to more solar adoption. The additional solar will help increase grid reliability to avoid power outages. This letter provides additional information about the Solar Access Act and resources to help with compliance. About the Solar Access Act • Requires cities and counties to implement an online platform for permitting residential rooftop solar panels and batteries paired with solar. The platform must automate the process of verifying the solar and battery systems are up to code and then issue the permit instantaneously for construction to begin. • Requires cities and counties with more than 50,000 residents to comply by September 30, 2023. Cities with 5,000-50,000 residents must comply by September 30, 2024. • Allows cities and counties to comply by implementing their own platform or by adopting SolarAPP+, a platform designed by the Department of Energy to provide cities and counties an easy pathway to comply. If cities and counties implement their own, the platform must be functionally equivalent to SolarAPP+ for both solar panels and batteries paired with solar. • Requires cities and counties report to the CEC when they become compliant with the Solar Access Act. Cities and counties must report annually on their solar permitting. The CEC adopted guidelines in April 2023 outlining this process, available at https://www.energy.ca.gov/programs-and- topics/programs/residential-solar-permit-reporting-sb-379. About SolarApp+ • Eliminates permitting timelines, which are frequently more than 60 days, removing disruptions to project planning, allowing solar to be installed faster, and reducing the instances where permitting problems cause projects to be cancelled entirely. • Designed by the Department of Energy to have a self-onboarding process. Cities and counties begin by registering at https://solarapp.nrel.gov/register and following the prompts. The website provides a library of onboarding articles. • Offers building department staff an online course on inspecting a SolarAPP+ system for continuing education units. • Has a team of staff devoted to helping cities and counties onboard. Please email any questions to team@solar-app.org. Resources for cities and counties • The California Energy Commission’s CalAPP program provides grants to cities and counties to adopt SolarAPP+ or functionally equivalent software. While SolarAPP+ is a free platform for cities and counties to adopt and use, the CalAPP grants are designed to cover the resources spent on adoption (e.g., staff time). • Building departments that integrate SolarAPP+ with their permit tracking software platforms or adopt new platforms that can integrate with SolarAPP+ (e.g., EnerGov, Accela, E-TRAKiT, Opengov) can cover up to three years of subscription costs with their CalAPP grant. • The CalAPP grants are non-competitive and range between $40,000 and $100,000 depending on population. The deadline to apply is May 1, 2023. The grant application is short, and we encourage you to apply soon. • For questions about CalAPP, reach out to CalAPP@energy.ca.gov. Benefits of Automated Permitting • The California Solar & Storage Association estimates that the broad adoption of SolarAPP+ would lower the cost of a typical $21,100 solar system for homeowners by $1,200 and lower the cost of a typical $33,600 solar plus battery system by $2,300. • SolarAPP+ eliminates permitting timelines, which are frequently more than 60 days, removing disruptions to project planning, allowing solar to be installed faster, and reducing the instances where permitting problems cause projects to be cancelled entirely. • Reduced costs and delays can lead to more solar adoption. The City of San Jose, for example, saw a six-fold increase in solar installations after it automated permitting in 2015, which was the inspiration for SolarAPP+. We encourage you to participate and reach out with any questions to the CEC’s CalAPP staff (CalAPP@energy.ca.gov) or the Department of Energy’s SolarAPP+ staff (team@solar-app.org). Please note that the deadline to apply for CalAPP grants is May 1, 2023. Sincerely, Noemí Gallardo, Commissioner California Energy Commission California Energy Commission City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-467 Agenda Date:4/27/2023 Agenda #: 1.-H. REPORT TO THE CITY COUNCIL FROM:BRYON HORN, Chief Information Officer Information Services Department BY:DENNIS JONES, Systems & Applications Manager Information Services Department SUBJECT Actions pertaining to the agreement with Tyler Technologies for implementation and hosting of Financials, Human Capital Management and Utility Billing software: 1. Approve Amendment 2 reallocating $161,400 within the project from unused services. No additional funding is requested. 2. Approve Amendment 3 reallocating $58,400 within the project from unused services. No additional funding is requested. RECOMMENDATION Staff recommends the City Council approve Amendments 2 & 3 to the agreement with Tyler Technologies for implementation and hosting of Financials, Human Capital Management and Utility Billing software. No additional funding is requested. EXECUTIVE SUMMARY Amendment 2 removes services designated for KOA Hills (Tyler data conversion partner) which were not needed as the tasks were completed by City staff. This removal allows for the reallocation of $161,400 with $88,800 going toward additional implementation consultant hours and $72,600 toward project travel expenses. This corrects a previously approved project change request with an incorrect amount. Amendment 3 reallocates $58,400 originally designated for Tyler data conversion related services and will be reallocated toward additional implementation consultant hours for continued work on the Financials and Human Capital Management phases. These services were not needed due to the use of available tools and file imports for data conversion instead. $57,720 will be reallocated for additional consultant hours and $680 toward travel expenses. BACKGROUND On January 28, 2021, Council approved an agreement with Tyler Technologies. A first amendment was approved on April 29, 2021. A project change request was approved on February 9, 2023, which City of Fresno Printed on 4/21/2023Page 1 of 2 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-467 Agenda Date:4/27/2023 Agenda #: 1.-H. was approved on April 29,2021.A project change request was approved on February 9,2023,which reallocated project funds from unneeded services,but an amount on the summary from Tyler was incorrect. Amendment 2 removes the scope of work for KOA Hills from the project. KOA Hills is a Tyler partner and was to provide services to convert PeopleSoft data to Munis. It was determined that these tasks could be done internally by City staff. This change of scope reallocates those funds within the project to be used on additional consultant hours for continued work on the Financials phase with some funds toward travel expenses. $161,400 originally scoped for KOA Hills is reallocated with $88,800 for additional implementation hours and $72,600 toward project travel expenses. This corrects an earlier project change request approved by Council which had an incorrect amount and was missing an amendment document. Amendment 3 removes some data conversion services originally part of the scope of work for the Financials implementation phase. These services were not needed by using available tools and file imports for data conversion instead. This change of scope reallocates those funds within the project to be used toward additional implementation consultant hours for continued work on the Financials and Human Capital Management phases. The $58,400 originally designated for data conversion related services will be reallocated with $57,720 toward consultant hours and $680 toward travel expenses. ENVIRONMENTAL FINDINGS The approval of this agreement is not a project for the purposes of the California Environmental Quality Act. LOCAL PREFERENCE Local preference is not applicable as this is a change to an existing agreement. FISCAL IMPACT There is no additional cost or monetary impact as a result of this change to the agreement. Attachments: Amendment 2 Amendment 3 Project Change Requests Additional Services City of Fresno Printed on 4/21/2023Page 2 of 2 powered by Legistar™ 1 AMENDMENT 2 This amendment (“Amendment”) is effective as of the date of signature of the last party to sign as indicated below (“Amendment Effective Date”), by and between Tyler Technologies, Inc. with offices at One Tyler Drive, Yarmouth, Maine 04096 (“Tyler”) and the City of Fresno, California, with offices at 2600 Fresno Street, Room 1059, Fresno, California 93721 (“Client”). WHEREAS, Tyler and Client are parties to an agreement dated January 29, 2021 (“Agreement”); and WHEREAS, Tyler and Client desire to amend the terms of the Agreement as provided herein. NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and Client agree as follows: 1. The following unused services, totaling $161,400, are hereby removed from the Agreement: a. KOA Hills Data Migration Leadership Fin/HCM, at a contract price of: $90,000; and b. KOA Hills Data Migration Leadership Utility Billing, at a contract price of: $71,400 2. The services set forth in the Investment Summary attached hereto as Exhibit 1, totaling $88,800, are hereby added to the Agreement. Services added to the Agreement pursuant to this Amendment, along with applicable expenses, shall be invoiced as provided and/or incurred. Services fees invoiced pursuant to this section are subject to the retainage requirements of Exhibit B, Section 2.2 of the Agreement. 3. For Client’s internal purposes, the difference between the services removed in Section 1 of this Amendment and the services added in Section 2 ($72,600) will be applied to travel expenses incurred by Tyler in providing services to Client. 4. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement. 5. Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. [SIGNATURE PAGE FOLLOWS] 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below. Tyler Technologies, Inc. City of Fresno, California By: By: Name: Name: Title: Title: Date: Date: Exhibit 1 3 Exhibit 1 Investment Summary The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration date in the Investment Summary that may have lapsed as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the event of conflict between the Agreement and terms in the Comments section of this Investment Summary, the language in the Agreement will prevail. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 2022-368434-Z5Z7L5 CONFIDENTIAL Page 1 Quoted By:Jennifer Wahlbrink Quote Expiration:04/24/23 Quote Name:City of Fresno-EERP-Additional Services Quote Description: 12-7-22 City of Fresno, CA - Additional Services Sales Quotation For: City of Fresno 2600 Fresno St Fresno CA 93721-3601 Phone: +1 (559) 621-4636 Professional Services Description Quantity Unit Price Ext Discount Extended Price Maintenance Additional Implementation Hours 480 $ 185.00 $ 0.00 $ 88,800.00 $ 0.00 TOTAL $ 88,800.00 $ 0.00 Summary One Time Fees Recurring Fees Total Tyler License Fees $ 0.00 $ 0.00 Total SaaS $ 0.00 $ 0.00 Total Tyler Services $ 88,800.00 $ 0.00 2022-368434-Z5Z7L5 CONFIDENTIAL Page 2 Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 88,800.00 $ 0.00 Contract Total $ 88,800.00 Estimated Travel Expenses excl in Contract Total $ 9,000.00 Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later. Customer Approval:Date: Print Name:P.O.#: All Primary values quoted in US Dollars Comments Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms: •License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client; •Fees for hardware are invoiced upon delivery; •Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; •Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement. 2022-368434-Z5Z7L5 CONFIDENTIAL Page 3 •Fees for services included in this sales quotation shall be invoiced as indicated below. •Implementation and other professional services fees shall be invoiced as delivered. •Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. •Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. •Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. •If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. •Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement. •Expenses associated with onsite services are invoiced as incurred. Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors. Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly. Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy. Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost. In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel. 2022-368434-Z5Z7L5 CONFIDENTIAL Page 4 The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler. Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments. Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users. 1 AMENDMENT 3 This amendment (“Amendment”) is effective as of the date of signature of the last party to sign as indicated below (“Amendment Effective Date”), by and between Tyler Technologies, Inc. with offices at One Tyler Drive, Yarmouth, Maine 04096 (“Tyler”) and the City of Fresno, California, with offices at 2600 Fresno Street, Room 1059, Fresno, California 93721 (“Client”). WHEREAS, Tyler and Client are parties to an agreement dated January 29, 2021 (“Agreement”); and WHEREAS, Tyler and Client desire to amend the terms of the Agreement as provided herein. NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and Client agree as follows: 1. The following unused services, totaling $58,400, are hereby removed from the Agreement: a. Accounting – Actuals (3 years) conversion, at a contract price of: $3,500; b. Accounting – Budgets (3 years) conversion, at a contract price of: $3,500; c. Accounting Standard COA conversion, at a contract price of: $4,000; d. Accounts Payable – Checks (5 years) conversion, at a contract price of: $5,400; e. Accounts Payable – Invoices (5 years) conversion, at a contract price of: $7,000; f. Capital Assets Std Master conversion, at a contract price of: $5,000; g. Contracts conversion, at a contract price of: $6,500; h. General Billing – Bills (5 years) conversion, at a contract price of: $6,000; i. General Billing – Recurring Invoices conversion, at a contract price of: $5,000; j. Project Grant Accounting – Actuals (3 years) conversion, at a contract price of: $3,500; k. Project Grant Accounting – Budgets (3 years) conversion, at a contract price of: $3,500; l. P-Card Import Format, at a contract price of: $5,500 2. The services set forth in the Investment Summary attached hereto as Exhibit 1, totaling $57,720, are hereby added to the Agreement. Services added to the Agreement pursuant to this Amendment, along with applicable expenses, shall be invoiced as provided and/or incurred. Services fees invoiced pursuant to this section are subject to the retainage requirements of Exhibit B, Section 2.2 of the Agreement. 3. For Client’s internal purposes, the difference between the services removed in Section 1 of this Amendment and the services added in Section 2 ($680) will be applied to travel expenses incurred by Tyler in providing services to Client. 4. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement. 5. Except as expressly indicated in this Amendment, all other terms and conditions of the 2 Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below. Tyler Technologies, Inc. City of Fresno, California By: By: Name: Name: Title: Title: Date: Date: Exhibit 1 3 Exhibit 1 Investment Summary The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration date in the Investment Summary that may have lapsed as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the event of conflict between the Agreement and terms in the Comments section of this Investment Summary, the language in the Agreement will prevail. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 2023-388833-F6R2B6 CONFIDENTIAL Page 1 Quoted By:Jennifer Wahlbrink Quote Expiration:08/19/23 Quote Name:City of Fresno -EERP-Additional Services 2 Quote Description: 2-20-23 City of Fresno, CA - Additional Hours 2 Sales Quotation For: City of Fresno 2600 Fresno St Fresno CA 93721-3601 Phone: +1 (559) 621-4636 Professional Services Description Quantity Unit Price Ext Discount Extended Price Maintenance Additional Project Hours 312 $ 185.00 $ 0.00 $ 57,720.00 $ 0.00 TOTAL $ 57,720.00 $ 0.00 Summary One Time Fees Recurring Fees Total Tyler License Fees $ 0.00 $ 0.00 Total SaaS $ 0.00 $ 0.00 Total Tyler Services $ 57,720.00 $ 0.00 2023-388833-F6R2B6 CONFIDENTIAL Page 2 Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 57,720.00 $ 0.00 Contract Total $ 57,720.00 Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later. Customer Approval:Date: Print Name:P.O.#: All Primary values quoted in US Dollars Comments Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms: •License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client; •Fees for hardware are invoiced upon delivery; •Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; •Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement. •Fees for services included in this sales quotation shall be invoiced as indicated below. •Implementation and other professional services fees shall be invoiced as delivered. 2023-388833-F6R2B6 CONFIDENTIAL Page 3 •Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. •Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. •Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. •If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. •Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement. •Expenses associated with onsite services are invoiced as incurred. Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors. Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly. Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy. Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost. In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel. The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler. 2023-388833-F6R2B6 CONFIDENTIAL Page 4 Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments. Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users. Tyler Technologies Project Change Request Client Name: City of Fresno, CA Change Req. Number PCR-COF-0001 Client Project Manager: Dennis Jones Requested By (Name): Dennis Jones Tyler Project Manager: Karen Lowe Request Date: 03/22/2023 X Place an “X” in this box if client has a Statement of Work included in the contract indicating that this change may require review by the Tyler Contracts team Description of Proposed Change Client is requesting a removal of the below listed Services item and then funds will re-allocated Implementation days and Travel Expenses budget line items: . The items to be removed are as follows: 1. KOA Hills Data Migration Leadership FIN/HCM – $90,000 2. KOA Hills Data Migration Leadership Utility Billing - $71,400 Total being removed = $161,400 The items to be added are as follows: 1. 480 hours which equates to 60 Implementation days - $88,800 2. Increase Travel Budget Line Item – $72,600 Total being added (reclassified) = $161,400 Impact on Project Scope Project Scope was reduced by the interaction between Tyler, City of Fresno and 3rd Party Vendors Impact on Project Schedule N/A Impact on Project Resources City of Fresno Resources will retain ownership of extracting, providing and verifying conversion data files versus subletting it out to KOA Hills. Impact on Current Milestones and Payment Schedules 2 N/A Impact on Project Goals and Objectives N/A Impact on Project Budget Training/Impl Conversion Forms Development Testing Other See Below Budget Comments No Overall Change to Overall Project Budget Totals/ Reallocation of Dollars from 3rd Party Services to Travel Expenses Budget. The amount being reallocated is $161,400 Client Project Manager: Date: Client Project Sponsor: Date: Client Project Manager Comments Tyler Project Manager: Karen A Lowe Date: 03/22/2023 Tyler Project Manager Comments Tyler Technologies Project Change Request Client Name: City of Fresno, CA Change Req. Number PCR-COF-0002 Client Project Manager: Dennis Jones Requested By (Name): Dennis Jones Tyler Project Manager: Karen Lowe Request Date: 02/20/2023 X Place an “X” in this box if client has a Statement of Work included in the contract indicating that this change may require review by the Tyler Contracts team Description of Proposed Change Client is requesting a removal of the below listed Services item and then funds will re-allocated Implementation days and Travel Expenses budget line items: . The items to be removed are as follows: 1. Accounting Summary Actuals (3 years) – $3,500 2. Accounting Summary Budgets (3 years) - $3,500 3. Accounting Standard – Chart of Accounts - $4,000 4. Accounts Payaable – Check History (5 years) - $5,400 5. Accounts Payable – Invoice History (5 years) - $7,000 6. Capital Assets – Standard Master - $5,000 7. Contracts – Standard Master - $6,500 8. General Billing – Bills (5 years) - $6,000 9. General Billing – Recurring Invoices - $5,000 10. Project Grant Accounting – Summary Actuals (3 years) - $3,500 11. Project Grant Accounting – Summary Budgets (3 years) - $3,500 12. P-Card Custom Import Format - $5,500 Total being removed = $58,400 The items to be added are as follows: 1. 312 hours which equates to 39 Implementation days - $57,720 2. Add balance of $680 to travel expense budget Total being added (reclassified) = $58,400 Impact on Project Scope 2 Project Scope was reduced by the using import tools and file layouts to convert data elements Impact on Project Schedule N/A Impact on Project Resources N/A Impact on Current Milestones and Payment Schedules N/A Impact on Project Goals and Objectives N/A Impact on Project Budget Training/Impl Conversion Forms Development Testing Other See Below Budget Comments No Overall Change to Overall Project Budget Totals/ Reallocation of Dollars from Conversion Services to Implementation Services. The amount being reallocated is $58.400 Client Project Manager: Date: Client Project Sponsor: Date: Client Project Manager Comments Tyler Project Manager: Karen A Lowe Date: 02/20/2023 Tyler Project Manager Comments City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-671 Agenda Date:4/27/2023 Agenda #:1.-I. REPORT TO THE CITY COUNCIL FROM:AARON A. AGUIRRE, Director Parks, After School, Recreation, and Community Services Department ALDI RAMIREZ, Assistant Director Parks, After School, Recreation, and Community Services Department BY:DARY BOUALAMSY, Business Manager Parks, After School, Recreation, and Community Services Department SUBJECT ***RESOLUTION - Adopt the Eighth Amendment to the Position Authorization Resolution (“PAR") No. 2022-153 entitled, “A Resolution of the Council of the City of Fresno establishing the number of positions authorized in the various departments and offices of the City for Fiscal Year 2023,” to add a total of four positions: one full time Projects Administrator; one full time Program Manager; and two full time Senior Management Analysts, in the Parks, After School, Recreation, and Community Services (“PARCS”) Department. (Subject to Mayor’s veto). RECOMMENDATIONS Staff recommends City Council adopt the Eighth Amendment to the Position Authorization Resolution (PAR) No. 2022-153 to add four total positions: one full time Project Administrator; one full time Program Manager; and two full time Senior Management Analysts to the PARCS Department in order to provide adequate staffing to administer current and future capital projects; to administer new grants, subcontractors, and City contracts; and to manage recreation programming for Aquatics, Action Sports and the Pedestrian and Bicycle Safety Program. EXECUTIVE SUMMARY Staff have identified the need for additional personnel in order to adequately administer and manage the current and future needs of the City of Fresno PARCS Department in key areas, including capital projects administration; grants, contracts, and purchasing; youth sports and recreation; and neighborhood safety & community development. The addition of one Project Administrator, one Program Manager, and two Senior Management Analysts will utilize appropriations in Fiscal Year 2023 from the following funds: $44,600 of Measure P expenditure category 1; $14,300 Measure P expenditure category 3; and $1,400 from Federal Byrne Discretionary Community Project Grant (BJA) which will fund 10% of the Senior Management Analyst position in the Office of Neighborhood Safety and Community Engagement (ONSCE). Expected onboarding of positions will begin June 1, 2023. City of Fresno Printed on 4/21/2023Page 1 of 4 powered by Legistar™ 04-27-2023 GB/AP 7-0 R. 2023-119 File #:ID 23-671 Agenda Date:4/27/2023 Agenda #:1.-I. BACKGROUND During the Department’s Fiscal Year 2023 midyear budget review, appropriations were identified to support a total of four additional positions: one Projects Administrator; one Program Manager; and two Senior Management Analysts. These positions are needed to adequately implement administrative, engagement, management, supervisory, and reporting activities across several functions including recreation, ONSCE grants administration, contract and procurement compliance, and the large and growing portfolio of capital projects. 1.Projects Administrator: PARCS is requesting to add one additional full-time position of Projects Administrator for the implementation of the $67 million capital portfolio representing approximately 182 distinct projects in the current fiscal year. In the current year, PARCS anticipates expending or encumbering $24,251,965 million of the current year capital appropriations, representing an increase of 197% over Fiscal Year 2022 expenditures. The Projects Administrator role serves as the primary owner representative for coordinating project activities, reporting, and funding across all internal and external stakeholders. This one additional position of Projects Administrator in the PARCS Department will allow: 1) increased focus on each project to improve quality of stakeholder engagement; 2) increased responsiveness and speed across entire portfolio to respond to emerging project-related issues; 3) cost-savings through rigorous project oversight to ensure consultant and contractor performance aligns with primary scope objectives; 4) improved project outcomes by ensuring projects are scoped in a comprehensive, cost-effective fashion; 5) additional funding by coordinating internally to provide project information pertinent to the pursuit of grants and other funding mechanisms. Approving the one full time position of Projects Administrator will address capacity to adequately manage and increase the capital projects pipeline, ultimately resulting in more improvements funded and implemented. The position will not result in a new impact to the General Fund because PARCS Project Administrators project cost directly to the projects they are working on. PARCS proposes to continue to utilize this approach. 2.Program Manager (Recreation):PARCS is requesting one full time position of Program Manager to manage programming for Aquatics, Action Sports, and the Pedestrian and Bicycle Safety Program. These programs are currently managed by one incumbent Program Manager who is responsible for oversight of programs including: Camp Fresno Youth Recreation, Youth Sports, Adult Sports, Aquatics, the Pedestrian and Bicycle Safety Program, and Action Sports. Many of these programs experience a significant increase in activities and events during spring and summer months, which causes severe capacity constraints during times of peak activity when planning, oversight, supervision, and quick adaptation to changing conditions are most critical. The addition of one full time position of Program Manager is designated specifically for Aquatics, Action Sports, and Pedestrian and Bicycle Safety Programing to allow current operations to be sustainably implemented while identifying opportunities for improvement and expansion. Aquatics programming includes recreation swim and swim lessons at ten City pools, up to seven Fresno Unified School District pools and one Central Unified School District pool; CPR and First Aid Certification instruction for all lifeguards as well as for the public; and the Junior Lifeguard Program. Aquatics programs require temporary and seasonal staffing of over 100 employees. Action Sports includes the Woodward Park BMX Program and the Pedestrian and Bicycle Safety Program. Woodward Park BMX holds USA BMX sanctioned races every Thursday night and Sunday morning, and practices on Saturday City of Fresno Printed on 4/21/2023Page 2 of 4 powered by Legistar™ File #:ID 23-671 Agenda Date:4/27/2023 Agenda #:1.-I. mornings. Program participants include both youth and adults. The Pedestrian and Bicycle Safety Program is a grant-funded year-round program with specific goals and strategies to help reduce the number of persons killed and injured in crashes involving pedestrians and bicyclists. This program includes classroom education, bicycle rodeos, community events, presentations, and workshops conducted in community areas with high numbers of pedestrian and/or bicycle-related crashes including underserved communities, older adults, and school- aged children. This addition of one full time position of Program Manager will provide improved program oversight and staff development, improving overall quality of guest services. This position will be funded under Measure P expenditure category 3 - Youth and Senior Recreation Programs. 3.Senior Management Analyst (ONSCE):The addition of one full time position of Senior Management Analyst will be responsible for managing ONSCE Division grants, subcontractors, and City contracts; coordinating grantee meetings and audits; verifying and processing invoices; developing and submitting funders’ quarterly progress reporting and data entry; coordinating and verifying grant subcontractor expenditures; and assisting with grantee audits, site visits, and findings follow-up. The ONSCE Division experienced an influx of grants and contracts under management from $1,543,000 to $5,167,160 within Fiscal Year 2023. This expansion of activity requires grant and contract administrative support in order to maintain positive and productive working relationships resulting in compliant grant reimbursements. This one full time position of Senior Management Analyst will be funded 10% by Federal Byrne Discretionary Community Project Grant (BJA) funding and future grant fund applications will include requests to fund the balance of the position. Until such grants are identified, 90% of the position will be funded from Measure P expenditure category 1 - Improving and Maintain Safe, Clean Neighborhood Parks and Playgrounds. 4.Senior Management Analyst (Procurement):The addition of one full time position of Senior Management Analyst will be responsible for working with Program Managers, Area Managers, Business Managers, and other staff responsible for procuring goods or services to prepare and route Requests for Proposal (RFPs) through the procurement process on behalf of the Department. There are currently 17 RFPs in the queue, and it is expected there will be more due to the volume of purchasing that occurs within the Department. The workflow required to scope, prepare, develop a template in consultation with Purchasing, Risk and Legal for procuring services has been mapped and requires at least 63 identifiable steps from concept to award of a purchasing contract. Funding this additional one full time position of Senior Management Analyst will enable the Department to maintain compliance with purchasing requirements, develop processes and procedures to build capacity for purchasing with existing Managers, work with purchasing to create templates for procurement that suit the needs of PARCS and streamline the process. PARCS’ purchasing is unique when compared to other departments in the City. Most City purchasing is for construction, trade labor, well-defined supplies, or equipment. PARCS’ operational needs result in procurement that is nonstandard and requires extensive research to create appropriate scope of work and, once awarded, effectively operationalize the contract across a distributed team. This additional one full time position of Senior Management Analyst will be funded under expenditure category 1 - Improving and Maintain Safe, Clean Neighborhood Parks and Playgrounds, from the 2% designated for administrative delivery per Measure P. This agenda item and proposed recommendations are being presented to the Parks, Recreation and City of Fresno Printed on 4/21/2023Page 3 of 4 powered by Legistar™ File #:ID 23-671 Agenda Date:4/27/2023 Agenda #:1.-I. Arts Commission (PRAC) on April 17, 2023. Staff will report PRAC’s recommendations related to this item to the City Council. There is no requirement to meet and confer with bargaining units over this PAR amendment as this is only increasing the number of employees in existing classifications. ENVIRONMENTAL FINDINGS Increasing budget appropriations and staffing levels are not considered a project for purposes of CEQA, pursuant to CEQA Guidelines Section 15378 LOCAL PREFERENCE Local preference is not applicable since this item will not include a bid or award of a construction or services contract. FISCAL IMPACT There will be no impact to the General Fund. The recommended action will use Fiscal Year 2023 appropriations in Measure P of $58,900 and Federal Byrne Discretionary Community Project Grant (BJA) of $1,400 Attachment: Resolution - Eighth Amendment to Position Authorization Resolution No. 2022-153 City of Fresno Printed on 4/21/2023Page 4 of 4 powered by Legistar™ Regular Council Meeting April 27, 2023 FRESNO CITY COUNCIL Supplement Packet ITEM(S) 1-I (ID 23-671)co r·1 a ***RESOLUTION -Adopt the Eighth Amendment to the Position Authorization Resolution ("PAR") No. 2022-153 entitled, "A Resolution of the Council of the City of Fresno establishing the number of positions authorized in the various departments and offices of the City for Fiscal Year 2023," to add a total of four positions: one full time Projects Administrator; one full time Program Manager; and two full time Senior Management Analysts, in the Parks, After School, Recreation, and Community Services ("PARCS") Department. (Subject to Mayor's veto). Contents of Supplement: Revised Resolution ltem(s) Supplemental Information: Any agenda related public documents received and distributed to a majority of the City Council after the Agenda Packet is printed are included in Supplemental Packets. Supplemental Packets are produced as needed. The Supplemental Packet is available for public inspection in the City Clerk's Office, 2600 Fresno Street, during normal business hours (main location pursuant to the Brown Act, G.C. 54957.5(2). In addition, Supplemental Packets are available for public review at the City Council meeting in the City Council Chambers, 2600 Fresno Street. Supplemental Packets are also available on-line on the City Clerk's website. Americans with Disabilities Act (ADA): The meeting room is accessible to the physically disabled, and the services of a translator can be made available. Requests for additional accommodations for the disabled, sign language interpreters, assistive listening devices, or translators should be made one week prior to the meeting. Please call City Clerk's Office at 621-7650. Please keep the doorways, aisles and wheelchair seating areas open and accessible. If you need assistance with seating because of a disability, please see Security. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-623 Agenda Date:4/27/2023 Agenda #:1.-J. REPORT TO THE CITY COUNCIL FROM:TJ MILLER, Interim Director Personnel Services Department BY:VANESSA PERALES, Human Resources Manager Personnel Services Department SUBJECT ***RESOLUTION - Adopt the 13 th Amendment to the FY 2023 Salary Resolution No. 2022-152, amending Exhibit 1, Unit 1, Non-Supervisory Blue Collar (Local 39) by adding the new classification of Park Equipment Mechanic I to be flexibly staffed with Park Equipment Mechanic II as a series, and providing a monthly salary step plan range of $3,715-$4,515 for the Park Equipment Mechanic I classification; amending Exhibit 3, Unit 3, Non-Supervisory White Collar (FCEA) by adding the new classification of Airports Credentialing Technician and providing a monthly salary step plan range of $3,780-$4,540 for the classification; and amending Exhibit 13-1, Unit 13, Exempt Supervisory and Professional (CFPEA) by adding the new classification of Airports Credentialing Supervisor and providing a monthly salary step plan range of $5,527-$6,693 for the classification, retroactively effective April 24, 2023 (Subject to Mayor’s Veto) RECOMMENDATION It is recommended that Council approve the Thirteenth Amendment to the FY 2023 Salary Resolution No. 2022-152, retroactively effective April 24, 2023, amending Exhibit 1, Exhibit 3, and Exhibit 13 to add the new classifications and monthly salary step plan ranges for Park Equipment Mechanic I, Airports Credentialing Technician and Airports Credentialing Supervisor, respectively. EXECUTIVE SUMMARY Personnel Services has completed classification reviews affecting five (5) current incumbents with recommendations to add three (3) new classifications, retroactively effective April 24, 2023, as follows: Exhibit 1, Unit 1, Non-Supervisory Blue Collar (Local 39) ·Add the new classification of Park Equipment Mechanic I and the respective monthly salary step plan range of Step A - Step E: $3,715 - $4,515. This classification will be flexibly staffed with Park Equipment Mechanic II as a series. One (1) incumbent is impacted with no change in salary. City of Fresno Printed on 4/21/2023Page 1 of 4 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT R. 2023-120 APPROVED ON CONSENT File #:ID 23-623 Agenda Date:4/27/2023 Agenda #:1.-J. Exhibit 3, Unit 3, Non-Supervisory White Collar (FCEA) ·Add the new classification of Airports Credentialing Technician and the respective monthly salary step plan range of Step A -Step E:$3,780 -$4,540.Three (3)Radio Dispatcher incumbents in the Airports Badging Office will be reclassified upwards. Exhibit 13-1, Unit 13, Exempt Supervisory and Professional (CFPEA): ·Add the new classification of Airports Credentialing Supervisor and the respective monthly salary step plan range of Step A - Step E: $5,527 - $6,693. One (1) Senior Secretary incumbent in the Airports Badging Office will be reclassified upwards. Existing MOUs for the FCEA and CFPEA bargaining units include a 3%salary increase effective June 19, 2023, previously budgeted for FY24 for each respective classification. To implement these actions,it is necessary to approve the Thirteenth Amendment to FY 2023 Salary Resolution No. 2022-152. BACKGROUND New Park Equipment Mechanic classification At the request of Local 39,Personnel Services initiated a classification review of one (1)Equipment Service Worker (ESW)I position in the Department of Public Works.In reviewing the duties and responsibilities of this classification,it was determined that this position was responsible for performing duties focused in minor maintenance,repair and service of parks and grounds maintenance equipment which is consistent with the Park Equipment Mechanic classification. As a result,it is recommended to amend Exhibit 1,Unit 1,Non-Supervisory Blue Collar (Local 39)to establish the entry-level classification of Park Equipment Mechanic I and the respective monthly salary step plan range of Step A -Step E:$3,715 -$4,515 and flexibly staff this classification with the Park Equipment Mechanic II level as a series.This flexibly-staffed series requires one year of satisfactory service before an employee can “flex”to the journey level.The addition of this classification will impact one (1)incumbent by reclassification to the Park Equipment Mechanic I level with no change in salary. New Airports Credentialing Technician and Airports Credentialing Supervisor classification Personnel Services initiated a review of incumbents within the Airports Badging Office which consisted of one (1)Senior Secretary and three (3)Radio Dispatchers.The classification study identified that the Senior Secretary and Radio Dispatcher incumbents in the badging office are primarily focused in ensuring Transportation Security Agency (TSA)requirements are followed for badge and security access affecting Airports staff and vendors.Additionally,the Senior Secretary has been leading the three (3)Radio Dispatchers performing these duties and completing the most complex work.These duties are inconsistent with the Senior Secretary and Radio Dispatcher job specifications and reclassification is recommended as follows: ·Add the new classification of Airports Credentialing Technician and provide a monthly salary City of Fresno Printed on 4/21/2023Page 2 of 4 powered by Legistar™ File #:ID 23-623 Agenda Date:4/27/2023 Agenda #:1.-J. ·Add the new classification of Airports Credentialing Technician and provide a monthly salary step plan range of Step A -Step E:$3,780 -$4,540.This classification will be allocated to Unit 3, Non-Supervisory White Collar (FCEA). o Three (3)Radio Dispatcher incumbents in the Airports Badging Office will be reclassified upwards to Airports Credentialing Technician. ·Add the new classification of Airports Credentialing Supervisor and provide a monthly salary step plan range of Step A -Step E:$5,527 -$6,693.This classification will be allocated to Unit 13 -Exempt Supervisory and Professional (CFPEA)due to supervisory responsibilities over badging office staff. o One (1)Senior Secretary incumbent in the Airports Badging Office will be reclassified upward to the new classification of Airports Credentialing Supervisor. Existing MOUs for the FCEA and CFPEA bargaining units include a 3% salary increase effective June 19, 2023 previously budgeted for FY24 for each respective classification with updated salaries included in the Salary Tables attachment. The City provided notice to the respective bargaining units regarding the new classification of Park Equipment Mechanic I,Airports Credentialing Technician and Airports Credentialing Supervisor and has concluded its meet and confer obligation. The City Attorney’s Office has approved the Thirteenth Amendment to Salary Resolution No.2022- 152 as to form. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 this item does not qualify as a “project” and is therefore exempt from the California Environmental Quality Act requirements. LOCAL PREFERENCE Local preference is not implicated because this item does not involve public contracting or bidding with the City of Fresno. FISCAL IMPACT Amending Exhibit 1 will not require additional appropriations for FY23. Amending Exhibit 3 and Exhibit 13-1 will result in no cost to the General Fund and an estimated additional salary and benefit expenses of $3,477 to All Funds for the remaining FY23;and no cost to the General Fund and $22,602 to All Funds in FY24.The additional expenses do not require additional appropriations for the respective department. Attachments: City of Fresno Printed on 4/21/2023Page 3 of 4 powered by Legistar™ File #:ID 23-623 Agenda Date:4/27/2023 Agenda #:1.-J. Resolution: Thirteenth Amendment to FY23 Salary Resolution No. 2022-152 Salary Tables: Thirteenth Amendment to FY23 Salary Resolution No. 2022-152 - Redline Salary Tables: Thirteenth Amendment to FY23 Salary Resolution No. 2022-152 - Final City of Fresno Printed on 4/21/2023Page 4 of 4 powered by Legistar™ SEE APPENDIX FOR FOOTNOTES Page 1.3 4 This class is in a flexibly-staffed series, which requires one year of satisfactory service before an employee can “flex” to the journey level. Employees in classes that require one year of service for flexing will not serve an additional probationary period at the journey level. In those cases, in which an employee is hired at the journey level, twelve months of satisfactory service is required. ****Effective 4/24/2023, by the Thirteenth Amendment to the Salary Resolution 2022-152. EXHIBIT 1 Unit 1 – Non-Supervisory Blue Collar (Local 39) CLASS TITLE JOB CODE PROB PER A B C D E Maintenance Carpenter I 810020 12 4115 4320 4536 4762 5000 Maintenance Carpenter II 810021 12 4538 4766 5003 5252 5516 Park Equipment Mechanic I**** 7101094 124 3715 3901 4095 4301 4515 Park Equipment Mechanic II 7101104 124 4089 4292 4506 4732 4967 Park Equipment Mechanic Leadworker 710111 12 4497 4721 4958 5206 5466 Parking Meter Attendant I 7101254 124 3358 3526 3703 3887 4082 Parking Meter Attendant II 7101264 124 3696 3880 4072 4276 4491 Parking Meter Attendant III 710127 12 4064 4266 4479 4704 4937 Parks Maintenance Leadworker 510003 12 4035 4237 4448 4670 4902 Parks Maintenance Worker I 510001 12 3053 3205 3366 3533 3709 Parks Maintenance Worker II 510002 12 3667 3850 4044 4245 4457 Power Generation Operator/Mechanic 620055 12 5536 5811 6103 6406 6727 Property Maintenance Leadworker 810007 12 4123 4328 4545 4773 5011 Property Maintenance Worker 810006 12 3850 4044 4247 4458 4679 Roofer 810010 12 3739 3925 4122 4327 4543 Sanitation Operator 640021 12 4089 4292 4506 4732 4967 Senior Collection System Maintenance Specialist 630004 12 5002 5251 5515 5790 6079 Senior Communications Technician 710052 12 5437 5708 5995 6293 6608 Senior Custodian 810002 12 3358 3526 3703 3887 4082 Senior Heavy Equipment Operator 710026 12 5711 5997 6296 6611 6942 Senior Sanitation Operator 640022 12 4639 4873 5115 5372 5638 Senior Wastewater Mechanical Specialist 620062 12 5032 5284 5547 5826 6115 Senior Wastewater Treatment Plant Operator 620043 12 5844 6138 6444 6766 7104 Senior Water Distribution/Production Operator 610030 12 5844 6138 6444 6766 7104 Senior Water Treatment Plant Operator 610039 12 5965 6263 6576 6905 7249 Solid Waste Safety & Training Specialist 640005 12 4426 4641 4871 5108 5358 SEE APPENDIX FOR FOOTNOTES Page 3.1 3 This class is in a flexibly-staffed series which allows an employee to “flex” to the journey level after six months of satisfactory service for a total probationary period of twelve months. In those cases, in which an employee is hired at the journey level, twelve months of satisfactory service is required. 4 This class is in a flexibly-staffed series, which requires one year of satisfactory service before an employee can “flex” to the journey level. Employees in classes that require one year of service for flexing will not serve an additional probationary period at the journey level. In those cases, in which an employee is hired at the journey level, twelve months of satisfactory service is required. **Effective 3/27/2023, by the Tenth Amendment to the Salary Resolution 2022-152. ****Effective 4/24/2023, by the Thirteenth Amendment to the Salary Resolution 2022-152. EXHIBIT 3 Unit 3 – Non-Supervisory White Collar (FCEA) CLASS TITLE JOB CODE PROB PER A B C D E Account Clerk I 1300013 63 2926 3059 3197 3345 3504 Account Clerk II 1300023 123 3234 3383 3544 3704 3875 Accountant-Auditor I** 1300114 124 4733 4950 5179 5431 5685 Accountant-Auditor II 1300124 124 5187 5427 5690 5961 6243 Accounting Technician 130010 12 3904 4088 4280 4477 4690 Administrative Clerk I 1100013 63 2715 2841 2967 3104 3245 Administrative Clerk II** 1100023 123 3104 3247 3395 3553 3716 Airports Credentialing Technician**** 115080 12 3780 3956 4139 4336 4540 Airports Operations Officer I 3100064 124 4736 4969 5208 5469 5742 Airports Operations Officer II 3100094 124 5208 5469 5742 6030 6332 Associate Electrical Safety Consultant I** 230022 12 5914 6195 6493 6799 7127 Associate Electrical Safety Consultant II** 230023 12 6233 6532 6841 7170 7518 Associate Environmental & Safety Consultant I** 230003 12 5914 6195 6493 6799 7127 Associate Environmental & Safety Consultant II** 230004 12 6233 6532 6841 7170 7518 Associate Plumbing & Mechanical Consultant I** 230012 12 5914 6195 6493 6799 7127 Associate Plumbing & Mechanical Consultant II** 230013 12 6233 6532 6841 7170 7518 Billing System Specialist 125075 12 4300 4502 4715 4928 5158 Budget Technician 135005 12 3905 4085 4277 4478 4690 Building Inspector I 2300074 124 5406 5663 5931 6217 6510 Building Inspector II** 2300084 124 5914 6195 6493 6799 7127 Building Inspector III** 230009 12 6233 6532 6841 7170 7518 SEE APPENDIX FOR FOOTNOTES Page 3.7 3 This class is in a flexibly-staffed series which allows an employee to “flex” to the journey level after six months of satisfactory service for a total probationary period of twelve months. In those cases, in which an employee is hired at the journey level, twelve months of satisfactory service is required. 4 This class is in a flexibly-staffed series, which requires one year of satisfactory service before an employee can “flex” to the journey level. Employees in classes that require one year of service for flexing will not serve an additional probationary period at the journey level. In those cases, in which an employee is hired at the journey level, twelve months of satisfactory service is required. **Effective 3/27/2023, by the Tenth Amendment to the Salary Resolution 2022-152. ****Effective 4/24/2023, by the Thirteenth Amendment to the Salary Resolution 2022-152. EXHIBIT 3 Unit 3 – Non-Supervisory White Collar (FCEA), effective June 19, 2023 CLASS TITLE JOB CODE PROB PER A B C D E Account Clerk I 1300013 63 3014 3151 3293 3446 3610 Account Clerk II 1300023 123 3332 3485 3651 3816 3992 Accountant-Auditor I** 1300114 124 4875 5099 5335 5594 5856 Accountant-Auditor II 1300124 124 5343 5590 5861 6140 6431 Accounting Technician 130010 12 4022 4211 4409 4612 4831 Administrative Clerk I 1100013 63 2797 2927 3057 3198 3343 Administrative Clerk II** 1100023 123 3198 3345 3497 3660 3828 Airports Credentialing Technician**** 115080 12 3894 4075 4264 4467 4677 Airports Operations Officer I 3100064 124 4879 5119 5365 5634 5915 Airports Operations Officer II 3100094 124 5365 5634 5915 6211 6522 Associate Electrical Safety Consultant I** 230022 12 6092 6381 6688 7003 7341 Associate Electrical Safety Consultant II** 230023 12 6420 6728 7047 7386 7744 Associate Environmental & Safety Consultant I** 230003 12 6092 6381 6688 7003 7341 Associate Environmental & Safety Consultant II** 230004 12 6420 6728 7047 7386 7744 Associate Plumbing & Mechanical Consultant I** 230012 12 6092 6381 6688 7003 7341 Associate Plumbing & Mechanical Consultant II** 230013 12 6420 6728 7047 7386 7744 Billing System Specialist 125075 12 4429 4638 4857 5076 5313 Budget Technician 135005 12 4023 4208 4406 4613 4831 Building Inspector I 2300074 124 5569 5833 6109 6404 6706 Building Inspector II** 2300084 124 6092 6381 6688 7003 7341 Building Inspector III** 230009 12 6420 6728 7047 7386 7744 SEE APPENDIX FOR FOOTNOTES Page 13-1.1 e Exempt class, see Section 4. **Effective 3/27/2023, by the Eleventh Amendment to the Salary Resolution No. 2022-152. ****Effective 4/24/2023, by the Thirteenth Amendment to the Salary Resolution 2022-152. EXHIBIT 13-1 Unit 13 – Exempt Supervisory and Professional (CFPEA) CLASS TITLE JOB CODE PROB PER A B C D E Acoustical Program Coordinator 310100e 12 6256 6564 6882 7223 7575 Airports Airside/Landside Superintendent 310018e 12 6881 7218 7574 7944 8334 Airports Credentialing Supervisor**** 115081e 12 5527 5798 6085 6377 6693 Airports Projects Supervisor 310016e 12 7232 7586 7959 8350 8763 Airports Property Supervisor 175005e 12 6262 6567 6886 7227 7575 Architect 210045e 12 8738 9170 9621 10102 10606 Assistant Law Office Manager 115019e 12 7150 7495 7866 8246 8651 Business Process & Systems Analyst 125044e 12 7149 7495 7864 8248 8651 Call Center Supervisor** 115073e 12 5767 6048 6340 6645 6969 Capital Development Specialist 310007e 12 6878 7220 7573 7946 8335 Central Print Supervisor 120007e 12 5168 5423 5686 5965 6254 Chief Engineering Inspector 230078e 12 7061 7405 7770 8153 8552 Chief Engineering Technician 210009e 12 7939 8328 8738 9170 9621 Chief of Facilities Maintenance 810037e 12 6921 7262 7618 7992 8386 Chief of Wastewater Environmental Services 620075e 12 6623 6949 7290 7647 8022 Chief of Wastewater Facilities Maintenance 620085e 12 6921 7262 7618 7992 8386 Chief of Wastewater Treatment Operations 620080e 12 6997 7346 7707 8085 8482 Chief of Water Operations 610070e 12 7113 7460 7830 8215 8617 Chief Police Pilot 410031e 12 7818 8201 8608 9032 9480 Chief Surveyor 210032e 12 9573 10047 10542 11064 11617 Community Services and Recreation Supervisor 520016e 12 6273 6580 6904 7246 7595 Contract Compliance Officer 150061e 12 6262 6567 6886 7227 7575 Custodial Supervisor 810025e 12 6262 6567 6886 7227 7575 Database Administrator 125045e 12 7149 7495 7864 8248 8651 DBE/Small Business Program Coordinator** 150070e 12 6271 6575 6897 7235 7593 SEE APPENDIX FOR FOOTNOTES Page 13-1.5. e Exempt class, see Section 4. **Effective 3/27/2023, by the Eleventh Amendment to the Salary Resolution No. 2022-152. ****Effective 4/24/2023, by the Thirteenth Amendment to the Salary Resolution 2022-152. EXHIBIT 13-1 Unit 13 – Exempt Supervisory and Professional (CFPEA), effective June 19, 2023 CLASS TITLE JOB CODE PROB PER A B C D E Acoustical Program Coordinator 310100e 12 6444 6761 7089 7440 7803 Airports Airside/Landside Superintendent 310018e 12 7088 7435 7802 8183 8585 Airports Credentialing Supervisor**** 115081e 12 5693 5972 6268 6569 6894 Airports Projects Supervisor 310016e 12 7449 7814 8198 8601 9026 Airports Property Supervisor 175005e 12 6450 6765 7093 7444 7803 Architect 210045e 12 9001 9446 9910 10406 10925 Assistant Law Office Manager 115019e 12 7365 7720 8102 8494 8911 Business Process & Systems Analyst 125044e 12 7364 7720 8100 8496 8911 Call Center Supervisor** 115073e 12 5941 6230 6531 6845 7179 Capital Development Specialist 310007e 12 7085 7437 7801 8185 8586 Central Print Supervisor 120007e 12 5324 5586 5857 6144 6442 Chief Engineering Inspector 230078e 12 7273 7628 8004 8398 8809 Chief Engineering Technician 210009e 12 8178 8578 9001 9446 9910 Chief of Facilities Maintenance 810037e 12 7129 7480 7847 8232 8638 Chief of Wastewater Environmental Services 620075e 12 6822 7158 7509 7877 8263 Chief of Wastewater Facilities Maintenance 620085e 12 7129 7480 7847 8232 8638 Chief of Wastewater Treatment Operations 620080e 12 7207 7567 7939 8328 8737 Chief of Water Operations 610070e 12 7327 7684 8065 8462 8876 Chief Police Pilot 410031e 12 8053 8448 8867 9303 9765 Chief Surveyor 210032e 12 9861 10349 10859 11396 11966 Community Services and Recreation Supervisor 520016e 12 6462 6778 7112 7464 7823 Contract Compliance Officer 150061e 12 6450 6765 7093 7444 7803 Custodial Supervisor 810025e 12 6450 6765 7093 7444 7803 Database Administrator 125045e 12 7364 7720 8100 8496 8911 DBE/Small Business Program Coordinator** 150070e 12 6460 6773 7104 7453 7821 SEE APPENDIX FOR FOOTNOTES Page 1.3 4 This class is in a flexibly-staffed series, which requires one year of satisfactory service before an employee can “flex” to the journey level. Employees in classes that require one year of service for flexing will not serve an additional probationary period at the journey level. In those cases, in which an employee is hired at the journey level, twelve months of satisfactory service is required. ****Effective 4/24/2023, by the Thirteenth Amendment to the Salary Resolution 2022-152. EXHIBIT 1 Unit 1 – Non-Supervisory Blue Collar (Local 39) CLASS TITLE JOB CODE PROB PER A B C D E Maintenance Carpenter I 810020 12 4115 4320 4536 4762 5000 Maintenance Carpenter II 810021 12 4538 4766 5003 5252 5516 Park Equipment Mechanic I**** 7101094 124 3715 3901 4095 4301 4515 Park Equipment Mechanic II 7101104 124 4089 4292 4506 4732 4967 Park Equipment Mechanic Leadworker 710111 12 4497 4721 4958 5206 5466 Parking Meter Attendant I 7101254 124 3358 3526 3703 3887 4082 Parking Meter Attendant II 7101264 124 3696 3880 4072 4276 4491 Parking Meter Attendant III 710127 12 4064 4266 4479 4704 4937 Parks Maintenance Leadworker 510003 12 4035 4237 4448 4670 4902 Parks Maintenance Worker I 510001 12 3053 3205 3366 3533 3709 Parks Maintenance Worker II 510002 12 3667 3850 4044 4245 4457 Power Generation Operator/Mechanic 620055 12 5536 5811 6103 6406 6727 Property Maintenance Leadworker 810007 12 4123 4328 4545 4773 5011 Property Maintenance Worker 810006 12 3850 4044 4247 4458 4679 Roofer 810010 12 3739 3925 4122 4327 4543 Sanitation Operator 640021 12 4089 4292 4506 4732 4967 Senior Collection System Maintenance Specialist 630004 12 5002 5251 5515 5790 6079 Senior Communications Technician 710052 12 5437 5708 5995 6293 6608 Senior Custodian 810002 12 3358 3526 3703 3887 4082 Senior Heavy Equipment Operator 710026 12 5711 5997 6296 6611 6942 Senior Sanitation Operator 640022 12 4639 4873 5115 5372 5638 Senior Wastewater Mechanical Specialist 620062 12 5032 5284 5547 5826 6115 Senior Wastewater Treatment Plant Operator 620043 12 5844 6138 6444 6766 7104 Senior Water Distribution/Production Operator 610030 12 5844 6138 6444 6766 7104 Senior Water Treatment Plant Operator 610039 12 5965 6263 6576 6905 7249 Solid Waste Safety & Training Specialist 640005 12 4426 4641 4871 5108 5358 SEE APPENDIX FOR FOOTNOTES Page 3.1 3 This class is in a flexibly-staffed series which allows an employee to “flex” to the journey level after six months of satisfactory service for a total probationary period of twelve months. In those cases, in which an employee is hired at the journey level, twelve months of satisfactory service is required. 4 This class is in a flexibly-staffed series, which requires one year of satisfactory service before an employee can “flex” to the journey level. Employees in classes that require one year of service for flexing will not serve an additional probationary period at the journey level. In those cases, in which an employee is hired at the journey level, twelve months of satisfactory service is required. **Effective 3/27/2023, by the Tenth Amendment to the Salary Resolution 2022-152. ****Effective 4/24/2023, by the Thirteenth Amendment to the Salary Resolution 2022-152. EXHIBIT 3 Unit 3 – Non-Supervisory White Collar (FCEA) CLASS TITLE JOB CODE PROB PER A B C D E Account Clerk I 1300013 63 2926 3059 3197 3345 3504 Account Clerk II 1300023 123 3234 3383 3544 3704 3875 Accountant-Auditor I** 1300114 124 4733 4950 5179 5431 5685 Accountant-Auditor II 1300124 124 5187 5427 5690 5961 6243 Accounting Technician 130010 12 3904 4088 4280 4477 4690 Administrative Clerk I 1100013 63 2715 2841 2967 3104 3245 Administrative Clerk II** 1100023 123 3104 3247 3395 3553 3716 Airports Credentialing Technician**** 115080 12 3780 3956 4139 4336 4540 Airports Operations Officer I 3100064 124 4736 4969 5208 5469 5742 Airports Operations Officer II 3100094 124 5208 5469 5742 6030 6332 Associate Electrical Safety Consultant I** 230022 12 5914 6195 6493 6799 7127 Associate Electrical Safety Consultant II** 230023 12 6233 6532 6841 7170 7518 Associate Environmental & Safety Consultant I** 230003 12 5914 6195 6493 6799 7127 Associate Environmental & Safety Consultant II** 230004 12 6233 6532 6841 7170 7518 Associate Plumbing & Mechanical Consultant I** 230012 12 5914 6195 6493 6799 7127 Associate Plumbing & Mechanical Consultant II** 230013 12 6233 6532 6841 7170 7518 Billing System Specialist 125075 12 4300 4502 4715 4928 5158 Budget Technician 135005 12 3905 4085 4277 4478 4690 Building Inspector I 2300074 124 5406 5663 5931 6217 6510 Building Inspector II** 2300084 124 5914 6195 6493 6799 7127 Building Inspector III** 230009 12 6233 6532 6841 7170 7518 SEE APPENDIX FOR FOOTNOTES Page 3.7 3 This class is in a flexibly-staffed series which allows an employee to “flex” to the journey level after six months of satisfactory service for a total probationary period of twelve months. In those cases, in which an employee is hired at the journey level, twelve months of satisfactory service is required. 4 This class is in a flexibly-staffed series, which requires one year of satisfactory service before an employee can “flex” to the journey level. Employees in classes that require one year of service for flexing will not serve an additional probationary period at the journey level. In those cases, in which an employee is hired at the journey level, twelve months of satisfactory service is required. **Effective 3/27/2023, by the Tenth Amendment to the Salary Resolution 2022-152. ****Effective 4/24/2023, by the Thirteenth Amendment to the Salary Resolution 2022-152. EXHIBIT 3 Unit 3 – Non-Supervisory White Collar (FCEA), effective June 19, 2023 CLASS TITLE JOB CODE PROB PER A B C D E Account Clerk I 1300013 63 3014 3151 3293 3446 3610 Account Clerk II 1300023 123 3332 3485 3651 3816 3992 Accountant-Auditor I** 1300114 124 4875 5099 5335 5594 5856 Accountant-Auditor II 1300124 124 5343 5590 5861 6140 6431 Accounting Technician 130010 12 4022 4211 4409 4612 4831 Administrative Clerk I 1100013 63 2797 2927 3057 3198 3343 Administrative Clerk II** 1100023 123 3198 3345 3497 3660 3828 Airports Credentialing Technician**** 115080 12 3894 4075 4264 4467 4677 Airports Operations Officer I 3100064 124 4879 5119 5365 5634 5915 Airports Operations Officer II 3100094 124 5365 5634 5915 6211 6522 Associate Electrical Safety Consultant I** 230022 12 6092 6381 6688 7003 7341 Associate Electrical Safety Consultant II** 230023 12 6420 6728 7047 7386 7744 Associate Environmental & Safety Consultant I** 230003 12 6092 6381 6688 7003 7341 Associate Environmental & Safety Consultant II** 230004 12 6420 6728 7047 7386 7744 Associate Plumbing & Mechanical Consultant I** 230012 12 6092 6381 6688 7003 7341 Associate Plumbing & Mechanical Consultant II** 230013 12 6420 6728 7047 7386 7744 Billing System Specialist 125075 12 4429 4638 4857 5076 5313 Budget Technician 135005 12 4023 4208 4406 4613 4831 Building Inspector I 2300074 124 5569 5833 6109 6404 6706 Building Inspector II** 2300084 124 6092 6381 6688 7003 7341 Building Inspector III** 230009 12 6420 6728 7047 7386 7744 SEE APPENDIX FOR FOOTNOTES Page 13-1.1 e Exempt class, see Section 4. **Effective 3/27/2023, by the Eleventh Amendment to the Salary Resolution No. 2022-152. ****Effective 4/24/2023, by the Thirteenth Amendment to the Salary Resolution 2022-152. EXHIBIT 13-1 Unit 13 – Exempt Supervisory and Professional (CFPEA) CLASS TITLE JOB CODE PROB PER A B C D E Acoustical Program Coordinator 310100e 12 6256 6564 6882 7223 7575 Airports Airside/Landside Superintendent 310018e 12 6881 7218 7574 7944 8334 Airports Credentialing Supervisor**** 115081e 12 5527 5798 6085 6377 6693 Airports Projects Supervisor 310016e 12 7232 7586 7959 8350 8763 Airports Property Supervisor 175005e 12 6262 6567 6886 7227 7575 Architect 210045e 12 8738 9170 9621 10102 10606 Assistant Law Office Manager 115019e 12 7150 7495 7866 8246 8651 Business Process & Systems Analyst 125044e 12 7149 7495 7864 8248 8651 Call Center Supervisor** 115073e 12 5767 6048 6340 6645 6969 Capital Development Specialist 310007e 12 6878 7220 7573 7946 8335 Central Print Supervisor 120007e 12 5168 5423 5686 5965 6254 Chief Engineering Inspector 230078e 12 7061 7405 7770 8153 8552 Chief Engineering Technician 210009e 12 7939 8328 8738 9170 9621 Chief of Facilities Maintenance 810037e 12 6921 7262 7618 7992 8386 Chief of Wastewater Environmental Services 620075e 12 6623 6949 7290 7647 8022 Chief of Wastewater Facilities Maintenance 620085e 12 6921 7262 7618 7992 8386 Chief of Wastewater Treatment Operations 620080e 12 6997 7346 7707 8085 8482 Chief of Water Operations 610070e 12 7113 7460 7830 8215 8617 Chief Police Pilot 410031e 12 7818 8201 8608 9032 9480 Chief Surveyor 210032e 12 9573 10047 10542 11064 11617 Community Services and Recreation Supervisor 520016e 12 6273 6580 6904 7246 7595 Contract Compliance Officer 150061e 12 6262 6567 6886 7227 7575 Custodial Supervisor 810025e 12 6262 6567 6886 7227 7575 Database Administrator 125045e 12 7149 7495 7864 8248 8651 DBE/Small Business Program Coordinator** 150070e 12 6271 6575 6897 7235 7593 SEE APPENDIX FOR FOOTNOTES Page 13-1.5. e Exempt class, see Section 4. **Effective 3/27/2023, by the Eleventh Amendment to the Salary Resolution No. 2022-152. ****Effective 4/24/2023, by the Thirteenth Amendment to the Salary Resolution 2022-152. EXHIBIT 13-1 Unit 13 – Exempt Supervisory and Professional (CFPEA), effective June 19, 2023 CLASS TITLE JOB CODE PROB PER A B C D E Acoustical Program Coordinator 310100e 12 6444 6761 7089 7440 7803 Airports Airside/Landside Superintendent 310018e 12 7088 7435 7802 8183 8585 Airports Credentialing Supervisor**** 115081e 12 5693 5972 6268 6569 6894 Airports Projects Supervisor 310016e 12 7449 7814 8198 8601 9026 Airports Property Supervisor 175005e 12 6450 6765 7093 7444 7803 Architect 210045e 12 9001 9446 9910 10406 10925 Assistant Law Office Manager 115019e 12 7365 7720 8102 8494 8911 Business Process & Systems Analyst 125044e 12 7364 7720 8100 8496 8911 Call Center Supervisor** 115073e 12 5941 6230 6531 6845 7179 Capital Development Specialist 310007e 12 7085 7437 7801 8185 8586 Central Print Supervisor 120007e 12 5324 5586 5857 6144 6442 Chief Engineering Inspector 230078e 12 7273 7628 8004 8398 8809 Chief Engineering Technician 210009e 12 8178 8578 9001 9446 9910 Chief of Facilities Maintenance 810037e 12 7129 7480 7847 8232 8638 Chief of Wastewater Environmental Services 620075e 12 6822 7158 7509 7877 8263 Chief of Wastewater Facilities Maintenance 620085e 12 7129 7480 7847 8232 8638 Chief of Wastewater Treatment Operations 620080e 12 7207 7567 7939 8328 8737 Chief of Water Operations 610070e 12 7327 7684 8065 8462 8876 Chief Police Pilot 410031e 12 8053 8448 8867 9303 9765 Chief Surveyor 210032e 12 9861 10349 10859 11396 11966 Community Services and Recreation Supervisor 520016e 12 6462 6778 7112 7464 7823 Contract Compliance Officer 150061e 12 6450 6765 7093 7444 7803 Custodial Supervisor 810025e 12 6450 6765 7093 7444 7803 Database Administrator 125045e 12 7364 7720 8100 8496 8911 DBE/Small Business Program Coordinator** 150070e 12 6460 6773 7104 7453 7821 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-629 Agenda Date:4/27/2023 Agenda #: 1.-K. REPORT TO THE CITY COUNCIL FROM:PACO BALDERRAMA, Chief of Police Police Department BY:MARK SALAZAR, Deputy Police Chief Investigations Division SUBJECT Actions pertaining to the 2021 Project Safe Neighborhoods grant program 1. Authorize the Chief of Police to accept $374,046 in grant funding from the Office of Justice Program (OJP) through the Bureau of Justice Assistance (BJA) and execute the sub award grant agreement between San Diego Association of Governments for the 2021 Project Safe Neighborhoods grant 2. ***RESOLUTION - Adopt the 32nd amendment to the Annual Appropriation Resolution No. 2022-154 to appropriate $124,700 for the Project Safe Neighborhoods (PSN) 21 grant program (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto) RECOMMENDATIONS It is recommended the City Council authorize the Chief of Police to accept $374,046 in grant funding from the Office of Justice Programs (OJP) through the Bureau of Justice Assistance (BJA) and execute the sub award grant agreement between San Diego Association of Governments for the 2021 Project Safe Neighborhoods (PSN) grant program and adopt the 32nd amendment to the Annual Appropriation Resolution No. 2022-154 appropriating $124,700 into the Police Department’s FY 2023 budget for the PSN grant program. The remaining grant funds will be incorporated into the FY 2024 budget. EXECUTIVE SUMMARY The Office of Justice Programs (OJP), through BJA, awarded the City of Fresno $374,046 in grant funding for the PSN Task Force to support the funding of overtime for detectives and Fresno County District Attorney investigators and to purchase equipment to conduct long-term investigations for coordinated enforcement operations and prosecution via the existing Fresno Project Safe Neighborhoods (PSN) task force. The grant performance period began on October 1, 2021, and concludes on September 30, 2024. BACKGROUND City of Fresno Printed on 4/21/2023Page 1 of 3 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT APPROVED ON CONSENT R. 2023-121 File #:ID 23-629 Agenda Date:4/27/2023 Agenda #: 1.-K. Fresno County has a long and deep-rooted history of gun and gang violence with gangs of various ethnicities,including but not limited to Hispanic and African American.Bulldogs are Hispanic,and TWAMP and MUGG are rival African American gangs.The Bulldogs are recognized as the largest Hispanic gang with 8,000 to 10,000 members.Fresno is the birthplace for several gangs.The criminal activities of these gangs include,murder,assault with a deadly weapon (including guns), armed robbery, extortion, gun trafficking, human trafficking, identity theft/fraud and drug dealing. Several gangs fall underneath these two groups and are at constant war both internally and with opposing sides.The African American gangs are extremely violent and have over 1,000 members. In addition to the Hispanic and African American gangs,Fresno has other gangs which account for approximately 24,000 gang members in the entire county.This number does not include associates/affiliates who are often more active than the actual members.This equates to roughly 4% of the overall population and 3% of the nation’s overall gang population. Over the years there has been a sharp increase in shootings and homicides in the City of Fresno;as well as a significant increase in gang related shootings and homicides.In 2020,the City of Fresno experienced a 51.09%increase in shootings (374 in 2019 compared to 732 in 2020)and a significant 60.81%increase in homicides (45 in 2019 compared to 74 in 2020)(Fresno Police Department AXON Records Management System).There was also a significant increase in shootings.193 of the shootings were gang related in 2019 compared to 313 in 2020,and 31 of the 2019 homicides were gang related compared to 53 in 2020.The gang shootings and homicides continue to be the most difficult cases to investigate due to witnesses being afraid to come forward for fear of retaliation or the suspect(s)being released.The Multi Agency Gang Enforcement Consortium (MAGEC) estimates the total number of gang members and associates in Fresno County to be approximately 20,000-23,000,roughly 4%of the overall population of Fresno.The gang population of Fresno County comprises approximately 3% of the nation’s overall estimated gang population. The year 2021 was a tumultuous time in the City of Fresno with notable shootings and homicides.In 2021 Fresno had a total of 687 shootings with 291 (42.3%)being gang related.We also had a total of 74 murders with (61%)being gang related.These gang related shootings and homicides are significant as they often prompt retaliation gang related shootings which sometimes result in innocent citizens being struck by gunfire.The number of shootings and homicides put a significant strain on detectives who found themselves experiencing high workload and burn out.This also affected the clearance rates of both due to detectives not having enough time to properly work the cases.We did however see a significant reduction and shootings after Operation No Fly Zone which was a 5-month long term investigation.These types of operations have been proven extremely effective as the subjects arrested remain in custody and are prosecuted for extended sentences. This project will involve MAGEC agencies conducting intensive operations in the City of Fresno where we have seen a significant increase in gang related shootings and homicides.MAGEC will bring the expertise,personnel,equipment,and resources of numerous units/agencies.MAGEC will make maximum use of intelligence,technology,and investigative tools to gain valuable gang intelligence to assist with long-term investigations. Grant funds will be used to purchase equipment to conduct long-term investigations by MAGEC personnel,the Fresno County District Attorney’s Office,and other law enforcement agencies who are part of the investigation.Grant funds will also be used to support the funding of overtime for City of Fresno Printed on 4/21/2023Page 2 of 3 powered by Legistar™ File #:ID 23-629 Agenda Date:4/27/2023 Agenda #: 1.-K. part of the investigation.Grant funds will also be used to support the funding of overtime for detectives and Fresno County District Attorney investigators. ENVIRONMENTAL FINDINGS This is not a “project” for the purposes of CEQA, pursuant to CEQA Guidelines Section 15378. LOCAL PREFERENCE Local preference was not considered because accepting grant funds does not include a bid or award of a construction or service contract. FISCAL IMPACT Funding for this program will not have a negative impact on the City of Fresno’s General Fund.This is a reimbursement-based grant,and all expenditures will be reimbursed on a quarterly basis.The 32nd amendment to the Annual Appropriation Resolution No.2022-154 is attached;there are no future obligations once the performance period has expired, and all funds expended. Attachments:Sub Award Agreement 32nd amendment to the Annual Appropriation Resolution No. 2022-154 City of Fresno Printed on 4/21/2023Page 3 of 3 powered by Legistar™ Date Adopted: 1 of 2 Date Approved: Effective Date: Resolution No. RESOLUTION NO. ___________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 32nd AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION NO. 2022-154 TO APPROPRIATE $124,700 FOR THE PROJECT SAFE NEIGHBORHOODS (PSN) 21 GRANT PROGRAM BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2022-154 be and is hereby amended as follows: Increase/(Decrease) TO: POLICE DEPARTMENT Misc State Grants - Police $ 124,700 THAT account titles and numbers requiring adjustment by this Resolution are as follows: Misc State Grants - Police Revenues: Account String: 2070-2071-9995-000-433401-15-2-0000-0000- $ 124,700 Project String: F – 159900062 – Revenue - - Total Revenues $ 124,700 Appropriations: Account String: 2070-2071-9995-000-651301-15-2-0000-0000- $ 60,700 Project: F – 159900062 – PERS - - 2070-2071-9995-000-757411-15-2-0000-0000- 44,000 Project: F – 159900062 – EQUIP - - 2070-2071-9995-000-658002-15-2-0000-0000- 20,000 Project: F – 159900062 – FCODA - - Total Appropriations $ 124,700 THAT the purpose is to appropriate $124,700 for the purchase of equipment to conduct long-term investigations by MAGEC personnel, the Fresno County District Attorney’s Office, and other law enforcement agencies who are part of the investigation. 2 of 2 CLERK’S CERTIFICATION STATE OF CALIFORNIA} COUNTY OF FRESNO } ss. CITY OF FRESNO } I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing Resolution was adopted by the Council of the City of Fresno, California, at a regular meeting thereof, held on the Day of , 2023 AYES: NOES: ABSENT: ABSTAIN: Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Veto: , 2023 TODD STERMER, CMC City Clerk BY: ____________________________ Deputy City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-642 Agenda Date:4/27/2023 Agenda #: 1.-L. REPORT TO THE CITY COUNCIL FROM:PACO BALDERRAMA, Chief of Police Police Department BY:MARK SALAZAR, Deputy Police Chief Investigations Division SUBJECT Actions pertaining to the 2021 National Sexual Assault Kit Initiative (SAKI) grant program, herein referred to as the SAKI grant 1. Authorize the Chief of Police or his designee to accept $1,000,000 in grant funding for the SAKI grant awarded to the Fresno Police Department from the U.S. Department of Justice, through the Office of Justice Programs Bureau of Justice Assistance (BJA) 2. Authorize the Chief of Police or his designee to enter into a Memorandum of Understanding (MOU) with the Fresno County District Attorney’s Office to fund .10 of the full-time equivalent Senior Deputy District Attorney for years two and three of the three-year grant performance period totaling $51,120 ($25,560 Year 2 and $25,560 Year 3) 3. ***RESOLUTION -Adopt the 9th Amendment to Position Authorization Resolution (“PAR”) No. 2022-153 entitled “a Resolution of the Council of the City of Fresno establishing the number of positions authorized in the various departments and offices of the City for Fiscal Year 2023;” adding two full-time Crime Specialist positions to the Fresno Police Department (Subject to Mayor’s Veto) RECOMMENDATION Staff recommends that Council authorize acceptance of $1,000,000 in grant funding from the U.S. Department of Justice, through the Office of Justice Programs Bureau of Justice Assistance, allowing the Chief of Police or his designee to enter into and execute the agreement and any amendments or modifications, authorize the Chief of Police or his designee to enter into a Memorandum of Understanding with Fresno County District Attorney’s Office to fund .10 FTE Deputy District Attorney for years two and three of the three year term grant performance period totaling $51,120, and adopt the 9th Amendment to Position Authorization Resolution No. 2022-153 adding two full-time Crime Specialist positions to the Fresno Police Department. Funds have been awarded for the 2021 National Sexual Assault Kit Initiative to the Fresno Police Department’s Family Justice Bureau within the Investigations Division. EXECUTIVE SUMMARY City of Fresno Printed on 4/21/2023Page 1 of 3 powered by Legistar™ 04-27-2023 MK/LC 7-0 R. 2023-122 File #:ID 23-642 Agenda Date:4/27/2023 Agenda #: 1.-L. The City of Fresno has been awarded grant funds of $1,000,000 from the U.S.Department of Justice,through the Office of Justice Programs Bureau of Justice Assistance to assist with obtaining lawfully owed DNA from convicted offenders.The grant period is from October 1,2021,to September 30, 2024. BACKGROUND In 2018,the Fresno Police Department Sexual Assault Cold Case Unit (CCU)was formed with grant funding from the 2018 National Sexual Assault Kit Initiative (SAKI)grant from the U.S Department of Justice through the Bureau of Justice Assistance.The funds were used to investigate 694 Combined DNA Index System (CODIS)potential suspect DNA hits received from the period 2000-2015.Two detectives along with a Rape Crisis Services Advocate were assigned to the unit. In September 2019,the Police Department was awarded the 2019 SAKI grant.This grant funding provided one additional full-time Police Detective and one full-time Fresno County Deputy District Attorney to pursue all DNA hits and leads related to the cases being returned from lab testing for cold cases from 2016 to 2018.Both grants provided essential funding to provide personnel to investigate and prosecute the backlog of cases. In September 2020,the Police Department was awarded the 2020 SAKI grant.This funding involves identifying and testing the Sexual Assault Kits (SAKs)in our inventory that BJA would classify as “partially tested.”Of the approximate 2,500 SAKs in our inventory,it is estimated that nearly 50% have suspect DNA profiles while the others do not.A retired Department of Justice Forensic Laboratory Supervisor (Criminalist)was hired and is currently reviewing each of the SAKs in evidence to determine if further testing is needed to meet the requirements of BJA.In the event further testing is required,the SAKs will be sent to BODE Cellmark Forensics (a CA DOJ certified forensic DNA laboratory)for analysis to ensure “partially tested”kits are fully tested.After a competitive bidding process,BODE Cellmark Forensics was selected as the laboratory to perform the further analysis. With funding from the SAKI 2021 grant,two new full-time Crime Specialist positions were approved for this project.The use of current budgeted PAR allocations is not allowable as it will result in supplanting,which is not permissible under the grant agreement.The Crime Specialist will be responsible for the census portion of the grant as it is very tedious,time-consuming and a heavy lift. It is not cost effective to have sworn personnel for this portion of the grant as the work will involve a lot of administrative work (majority desk work -reviewing criminal histories,etc.).The sworn personnel,currently assigned to the Cold Case Sexual Assault Unit under the SAKI 2020 grant,will be utilized to handle the actual collection of Lawfully Owed DNA and other high-risk investigations.In addition,the Crime Specialists will be able to review cases during the census portion and point out any similarities, etc., with the anticipation of solving other cases. With the augmentation of grant funding,FPD and the Fresno County District Attorney’s Office will collectively work to ensure all lawfully owed DNA is collected within the laws established by local, State and Federal law.This grant funding will provide proper sexual assault kit investigative and evidence sustainability. City of Fresno Printed on 4/21/2023Page 2 of 3 powered by Legistar™ File #:ID 23-642 Agenda Date:4/27/2023 Agenda #: 1.-L. This is not subject to meet and confer because the City positions are existing classifications. ENVIRONMENTAL FINDINGS This is not a “project” for the purposes of CEQA, pursuant to CEQA Guidelines Section 15378. LOCAL PREFERENCE Local preference was not considered because accepting grant funds does not include a bid or award of a construction or service contract. FISCAL IMPACT There will be no net impact to the general fund during the term of the grant. The grant provides full cost recovery for all positions, operations, training, equipment and supplies for this program during the period of the grant. Expenses will be claimed and reimbursed on a quarterly basis. By adding these positions, we can dedicate the two full-time Crime Specialists to handle the census portion and the police Detectives currently assigned to the SAKI 2020 grants to facilitate the collection of lawfully owed DNA to ensure compliance with local, State and Federal law. This funding will enable the Fresno Police Department to enhance its current capabilities and response to sexual assault cold cases identified within the City of Fresno. At the end of the grant period the Crime Specialist positions will be re-allocated to the general fund in the appropriate budget year. Attachments: Grant Agreement MOU Agreement with Fresno County District Attorney’s Office 9th Amendment to the Position Authorization Resolution No. 2022-153 City of Fresno Printed on 4/21/2023Page 3 of 3 powered by Legistar™ December 16, 2021 Dear Andrew Hall, On behalf of Attorney General Merrick B. Garland, it is my pleasure to inform you the Office of Justice Programs (OJP) has approved the application submitted by FRESNO, CITY OF for an award under the funding opportunity entitled 2021 BJA FY 21 National Sexual Assault Kit Initiative (SAKI). The approved award amount is $1,000,000. Review the Award Instrument below carefully and familiarize yourself with all conditions and requirements before accepting your award. The Award Instrument includes the Award Offer (Award Information, Project Information, Financial Information, and Award Conditions) and Award Acceptance. Please note that award requirements include not only the conditions and limitations set forth in the Award Offer, but also compliance with assurances and certifications that relate to conduct during the period of performance for the award. These requirements encompass financial, administrative, and programmatic matters, as well as other important matters (e.g., specific restrictions on use of funds). Therefore, all key staff should receive the award conditions, the assurances and certifications, and the application as approved by OJP, so that they understand the award requirements. Information on all pertinent award requirements also must be provided to any subrecipient of the award. Should you accept the award and then fail to comply with an award requirement, DOJ will pursue appropriate remedies for non-compliance, which may include termination of the award and/or a requirement to repay award funds. Prior to accepting the award, your Entity Administrator must assign a Financial Manager, Grant Award Administrator, and Authorized Representative(s) in the Justice Grants System (JustGrants). The Entity Administrator will need to ensure the assigned Authorized Representative(s) is current and has the legal authority to accept awards and bind the entity to the award terms and conditions. To accept the award, the Authorized Representative(s) must accept all parts of the Award Offer in the Justice Grants System (JustGrants), including by executing the required declaration and certification, within 45 days from the award date. To access your funds, you will need to enroll in the Automated Standard Application for Payments (ASAP) system, if you haven’t already completed the enrollment process in ASAP. The Entity Administrator should have already received an email from ASAP to initiate this process. Congratulations, and we look forward to working with you. Amy Solomon Principal Deputy Assistant Attorney General Office for Civil Rights Notice for All Recipients The Office for Civil Rights (OCR), Office of Justice Programs (OJP), U.S. Department of Justice (DOJ) has been delegated the responsibility for ensuring that recipients of federal financial assistance from the OJP, the Office of Community Oriented Policing Services (COPS), and the Office on Violence Against Women (OVW) are not engaged in discrimination prohibited by law. Several federal civil rights laws, such as Title VI of the Civil Rights Act of 1964 and Section 504 of the Rehabilitation Act of 1973, require recipients of federal financial assistance to give assurances that Award Letter they will comply with those laws. Taken together, these civil rights laws prohibit recipients of federal financial assistance from DOJ from discriminating in services and employment because of race, color, national origin, religion, disability, sex, and, for grants authorized under the Violence Against Women Act, sexual orientation and gender identity. Recipients are also prohibited from discriminating in services because of age. For a complete review of these civil rights laws and nondiscrimination requirements, in connection with DOJ awards, see https://ojp.gov/funding/Explore/LegalOverview/CivilRightsRequirements.htm. Under the delegation of authority, the OCR investigates allegations of discrimination against recipients from individuals, entities, or groups. In addition, the OCR conducts limited compliance reviews and audits based on regulatory criteria. These reviews and audits permit the OCR to evaluate whether recipients of financial assistance from the Department are providing services in a non discriminatory manner to their service population or have employment practices that meet equal- opportunity standards. If you are a recipient of grant awards under the Omnibus Crime Control and Safe Streets Act or the Juvenile Justice and Delinquency Prevention Act and your agency is part of a criminal justice system, there are two additional obligations that may apply in connection with the awards: (1) complying with the regulation relating to Equal Employment Opportunity Programs (EEOPs); and (2) submitting findings of discrimination to OCR. For additional information regarding the EEOP requirement, see 28 CFR Part 42, subpart E, and for additional information regarding requirements when there is an adverse finding, see 28 C.F.R. §§ 42.204(c), .205(c)(5). The OCR is available to help you and your organization meet the civil rights requirements that are associated with DOJ grant funding. If you would like the OCR to assist you in fulfilling your organization's civil rights or nondiscrimination responsibilities as a recipient of federal financial assistance, please do not hesitate to contact the OCR at askOCR@ojp.usdoj.gov. Memorandum Regarding NEPA NEPA Letter Type OJP - Ongoing NEPA Compliance Incorporated into Further Developmental Stages NEPA Letter SAKI provides funding to support multidisciplinary community response teams to inventory, track, and expeditiously test previously unsubmitted SAKs; collect and test lawfully owed DNA from offenders/arrestees; produce necessary protocols and policies to improve collaboration among laboratories, police, prosecutors, and victim service providers; provide resources to address the sexual assault investigations and prosecutions that result from evidence and CODIS hits produced by tested SAKs; and optimize victim notification protocols and services. All recipients of funding under this award must assist the Office of Justice Programs (OJP) in complying with NEPA and other related federal environmental impact analyses requirements in the use of grant funds, whether the funds are used directly by the recipient or by a subrecipient or third party. Accordingly, prior to obligating funds for any of the activities specified below, the grantee must first ensure compliance with OJP NEPA procedures. The specified activities requiring environmental analysis are: (1) New construction (2) Any renovation or remodeling of a property located in an environmentally or historically sensitive area, including property (a) listed on or eligible for listing on the National Register of Historic Places, or (b) located within a 100-year flood plain, a wetland, or habitat for an endangered species (3) A renovation that will change the basic prior use of a facility or significantly change its size (4) Research and technology whose anticipated and future application could be expected to have an effect on the environment (5) Implementation of a program involving the use of chemicals (including the identification, seizure, or closure of clandestine methamphetamine laboratories) Complying with NEPA may require the preparation of an Environmental Assessment and/or an Environmental Impact Statement, as directed by OJP. Further, for programs relating to methamphetamine laboratory operations, the preparation of a detailed Mitigation Plan will be required. Please be sure to carefully review the grant conditions on your award document, as it may contain more specific information about environmental compliance. For more information about NEPA requirements, including which projects may qualify for categorical exclusions, and the preparation of an environmental review documents, please see https://bja.ojp.gov/national-environmental-policy-act-nepa-guidance. Questions about this determination may be directed to your grant manager or Environmental Coordinator for the Bureau of Justice Assistance. NEPA Coordinator First Name Orbin Middle Name —— Last Name Terry This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. Award Information Recipient Information Recipient Name FRESNO, CITY OF UEI ELPGKCJ7DJK7 Street 1 2600 FRESNO ST Street 2 —— City FRESNO State/U.S. Territory California Zip/Postal Code 93721 Country United States County/Parish —— Province —— Federal Award Date 12/16/21 Award Type Initial Award Number 15PBJA-21-GG-04321-SAKI Supplement Number 00 Federal Award Amount $1,000,000.00 Funding Instrument Type Grant 16.833 Pub. L. No. 116-260, 134 Stat 1182, 1259 Award Details Assistance Listing Number Assistance Listings Program Title Statutory Authority I have read and understand the information presented in this section of the Federal Award Instrument. This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. Solicitation Title 2021 BJA FY 21 National Sexual Assault Kit Initiative (SAKI) Application Number GRANT13388235 Awarding Agency OJP Program Office BJA Grant Manager Name Lauren Troy Phone Number 202-598-9472 E-mail Address Lauren.Troy@ojp.usdoj.gov Project Title City of Fresno Expansion of Collection of Lawfully Owed DNA Performance Period Start Date 10/01/2021 Performance Period End Date 09/30/2024 Budget Period Start Date 10/01/2021 Budget Period End Date 09/30/2024 Project Description The City of Fresno is the 5th largest city in California, which is the most populated state in the United States. The Fresno Police Department (FPD) responds to ~450,000 calls for service annually, including ~2,400 sexual assaults. The FPD recognized that it had many deficiencies in how it handled sexual assault investigations and related forensic evidence. It sought grant opportunities to rectify these issues. In 2015, the DANY grant was awarded to the CA Department of Justice (CALDOJ) and FPD’s ~700 untested victim SAKs were submitted to the lab for forensic testing. As a result, FPD applied for and received SAKI 2018 grant funds to investigate the backlog of cold cases (pre 2016 cases). It was determined while working the SAKI 2018 cases, the Project Information problem of backlogged cases with CODIS hits was still occurring in our agency. Thus, FPD applied for and received the SAKI 2019 grant. This grant provided funding for detectives and an assigned prosecutor to work cold cases from 2016 to 2018. As FPD continued building upon this initiative, a number of other deficiencies were identified including FPD had an unknown number of ‘partially tested’ SAKs in evidence, SAKs were not being stored efficiently, and detectives noticed a large majority of cold cases were facilitated by alcohol and/or drugs. FPD received SAKI 2020 to address these issues. All of these SAKI grants were essential in funding the FPD’s Cold Case Unit, which investigates and prosecutes the backlog of cases. Many agencies nationwide have discovered that lawfully owed offender profiles were/are not in CODIS. This led to missed opportunities for capture or preventing further crimes. FPD has been and continues to test SAKs, which results in increase CODIS uploads. FPD has consulted with the CALDOJ (who administers CODIS) and specific missing CODIS upload data for FPD cannot be generated. However, CALDOJ conducted a statewide study and concluded thousands of state offender DNA samples are owed to CODIS. FPD knows it has lawfully owed DNA cases. A brief survey of FPD’s state registered sex and arson offenders was conducted and detectives discovered that numerous registrants still lawfully owe their DNA. With the augmentation of grant funding, the FPD and Fresno County DA’s Office will collectively work to ensure all FPD related lawfully owed DNA is collected and uploaded to CODIS. This grant funding will provide sustainability and is the next logical step for the FPD under the SAKI program. Note: This project contains a research and/or development component, as defined in applicable law. See Part 200 Uniform Requirements. I have read and understand the information presented in this section of the Federal Award Instrument. This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. The recipient budget is currently under review. I have read and understand the information presented in this section of the Federal Award Instrument. Financial Information Award Conditions This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. Applicability of Part 200 Uniform Requirements The Uniform Administrative Requirements, Cost Principles, and Audit Requirements in 2 C.F.R. Part 200, as adopted and supplemented by DOJ in 2 C.F.R. Part 2800 (together, the "Part 200 Uniform Requirements") apply to this FY 2021 award from OJP. The Part 200 Uniform Requirements were first adopted by DOJ on December 26, 2014. If this FY 2021 award supplements funds previously awarded by OJP under the same award number (e.g., funds awarded during or before December 2014), the Part 200 Uniform Requirements apply with respect to all funds under that award number (regardless of the award date, and regardless of whether derived from the initial award or a supplemental award) that are obligated on or after the acceptance date of this FY 2021 award. For more information and resources on the Part 200 Uniform Requirements as they relate to OJP awards and subawards ("subgrants"), see the OJP website at https://ojp.gov/funding/Part200UniformRequirements.htm. Record retention and access: Records pertinent to the award that the recipient (and any subrecipient ("subgrantee") at any tier) must retain -- typically for a period of 3 years from the date of submission of the final expenditure report (SF 425), unless a different retention period applies -- and to which the recipient (and any subrecipient ("subgrantee") at any tier) must provide access, include performance measurement information, in addition to the financial records, supporting documents, statistical records, and other pertinent records indicated at 2 C.F.R. 200.333. In the event that an award-related question arises from documents or other materials prepared or distributed by OJP that may appear to conflict with, or differ in some way from, the provisions of the Part 200 Uniform Requirements, the recipient is to contact OJP promptly for clarification. Requirement to report actual or imminent breach of personally identifiable information (PII) The recipient (and any "subrecipient" at any tier) must have written procedures in place to respond in the event of an actual or imminent "breach" (OMB M-17-12) if it (or a subrecipient) -- (1) creates, collects, uses, processes, stores, maintains, disseminates, discloses, or disposes of "Personally Identifiable Information (PII)" (2 CFR 200.1) within the scope of an OJP grant-funded program or activity, or (2) uses or operates a "Federal information system" (OMB Circular A-130). The recipient's breach procedures must include a requirement to report actual or imminent breach of PII to an OJP Program Manager no later than 24 hours after an occurrence of an actual breach, or the detection of an imminent breach. Required training for Grant Award Administrator and Financial Manager The Grant Award Administrator and all Financial Managers for this award must have successfully completed an "OJP financial management and grant administration training" by 120 days after the date of the recipient's acceptance of the award. Successful completion of such a training on or after January 1, 2019, will satisfy this condition. In the event that either the Grant Award Administrator or a Financial Manager for this award changes during the period of performance, the new Grant Award Administrator or Financial Manager must have successfully 1 2 3 completed an "OJP financial management and grant administration training" by 120 calendar days after the date the Entity Administrator enters updated Grant Award Administrator or Financial Manager information in JustGrants. Successful completion of such a training on or after January 1, 2019, will satisfy this condition. A list of OJP trainings that OJP will consider "OJP financial management and grant administration training" for purposes of this condition is available at https://www.ojp.gov/training/fmts.htm. All trainings that satisfy this condition include a session on grant fraud prevention and detection. The recipient should anticipate that OJP will immediately withhold ("freeze") award funds if the recipient fails to comply with this condition. The recipient's failure to comply also may lead OJP to impose additional appropriate conditions on this award. Safe policing and law enforcement subrecipients If this award is a discretionary award, the recipient agrees that it will not make any subawards to State, local, college, or university law enforcement agencies unless such agencies have been certified by an approved independent credentialing body or have started the certification process. To become certified, law enforcement agencies must meet two mandatory conditions: (1) the agency’s use of force policies adhere to all applicable federal, state, and local laws; and (2) the agency’s use of force policies prohibit chokeholds except in situations where use of deadly force is allowed by law. For detailed information on this certification requirement, see https://cops.usdoj.gov/SafePolicingEO. Effect of failure to address audit issues The recipient understands and agrees that the DOJ awarding agency (OJP or OVW, as appropriate) may withhold award funds, or may impose other related requirements, if (as determined by the DOJ awarding agency) the recipient does not satisfactorily and promptly address outstanding issues from audits required by the Part 200 Uniform Requirements (or by the terms of this award), or other outstanding issues that arise in connection with audits, investigations, or reviews of DOJ awards. Requirements of the award; remedies for non-compliance or for materially false statements The conditions of this award are material requirements of the award. Compliance with any assurances or certifications submitted by or on behalf of the recipient that relate to conduct during the period of performance also is a material requirement of this award. Limited Exceptions. In certain special circumstances, the U.S. Department of Justice ("DOJ") may determine that it will not enforce, or enforce only in part, one or more requirements otherwise applicable to the award. Any such exceptions regarding enforcement, including any such exceptions made during the period of performance, are (or will be during the period of performance) set out through the Office of Justice Programs ("OJP") webpage entitled "Legal Notices: Special circumstances as to particular award conditions" (ojp.gov/funding/Explore/LegalNotices-AwardReqts.htm), and incorporated by reference into the award. By signing and accepting this award on behalf of the recipient, the authorized recipient official accepts all material requirements of the award, and specifically adopts, as if personally executed by the authorized recipient official, all assurances or certifications submitted by or on behalf of the recipient that relate to conduct during the period of performance. Failure to comply with one or more award requirements -- whether a condition set out in full below, a condition incorporated by reference below, or an assurance or certification related to conduct during the award period -- may result in OJP taking appropriate action with respect to the recipient and the award. Among other things, the OJP may withhold award funds, disallow costs, or suspend or terminate the award. DOJ, including OJP, also may take other legal action as appropriate. 4 5 6 Any materially false, fictitious, or fraudulent statement to the federal government related to this award (or concealment or omission of a material fact) may be the subject of criminal prosecution (including under 18 U.S.C. 1001 and/or 1621, and/or 34 U.S.C. 10271-10273), and also may lead to imposition of civil penalties and administrative remedies for false claims or otherwise (including under 31 U.S.C. 3729-3730 and 3801- 3812). Should any provision of a requirement of this award be held to be invalid or unenforceable by its terms, that provision shall first be applied with a limited construction so as to give it the maximum effect permitted by law. Should it be held, instead, that the provision is utterly invalid or -unenforceable, such provision shall be deemed severable from this award. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 38 The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements of 28 C.F.R. Part 38 (as may be applicable from time to time), specifically including any applicable requirements regarding written notice to program beneficiaries and prospective program beneficiaries. Currently, among other things, 28 C.F.R. Part 38 includes rules that prohibit specific forms of discrimination on the basis of religion, a religious belief, a refusal to hold a religious belief, or refusal to attend or participate in a religious practice. Part 38, currently, also sets out rules and requirements that pertain to recipient and subrecipient ("subgrantee") organizations that engage in or conduct explicitly religious activities, as well as rules and requirements that pertain to recipients and subrecipients that are faith-based or religious organizations. The text of 28 C.F.R. Part 38 is available via the Electronic Code of Federal Regulations (currently accessible at https://www.ecfr.gov/cgi-bin/ECFR?page=browse), by browsing to Title 28-Judicial Administration, Chapter 1, Part 38, under e-CFR "current" data. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 42 The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements of 28 C.F.R. Part 42, specifically including any applicable requirements in Subpart E of 28 C.F.R. Part 42 that relate to an equal employment opportunity program. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 54 The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements of 28 C.F.R. Part 54, which relates to nondiscrimination on the basis of sex in certain "education programs." Compliance with 41 U.S.C. 4712 (including prohibitions on reprisal; notice to employees) The recipient (and any subrecipient at any tier) must comply with, and is subject to, all applicable provisions of 41 U.S.C. 4712, including all applicable provisions that prohibit, under specified circumstances, discrimination against an employee as reprisal for the employee's disclosure of information related to gross mismanagement of a federal grant, a gross waste of federal funds, an abuse of authority relating to a federal grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal grant. The recipient also must inform its employees, in writing (and in the predominant native language of the workforce), of employee rights and remedies under 41 U.S.C. 4712. 7 8 9 10 Should a question arise as to the applicability of the provisions of 41 U.S.C. 4712 to this award, the recipient is to contact the DOJ awarding agency (OJP or OVW, as appropriate) for guidance. Compliance with applicable rules regarding approval, planning, and reporting of conferences, meetings, trainings, and other events The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable laws, regulations, policies, and official DOJ guidance (including specific cost limits, prior approval and reporting requirements, where applicable) governing the use of federal funds for expenses related to conferences (as that term is defined by DOJ), including the provision of food and/or beverages at such conferences, and costs of attendance at such conferences. Information on the pertinent DOJ definition of conferences and the rules applicable to this award appears in the DOJ Grants Financial Guide (currently, as section 3.10 of "Postaward Requirements" in the "DOJ Grants Financial Guide"). Requirement for data on performance and effectiveness under the award The recipient must collect and maintain data that measure the performance and effectiveness of work under this award. The data must be provided to OJP in the manner (including within the timeframes) specified by OJP in the program solicitation or other applicable written guidance. Data collection supports compliance with the Government Performance and Results Act (GPRA) and the GPRA Modernization Act of 2010, and other applicable laws. Requirements related to "de minimis" indirect cost rate A recipient that is eligible under the Part 200 Uniform Requirements and other applicable law to use the "de minimis" indirect cost rate described in 2 C.F.R. 200.414(f), and that elects to use the "de minimis" indirect cost rate, must advise OJP in writing of both its eligibility and its election, and must comply with all associated requirements in the Part 200 Uniform Requirements. The "de minimis" rate may be applied only to modified total direct costs (MTDC) as defined by the Part 200 Uniform Requirements. Determination of suitability to interact with participating minors SCOPE. This condition applies to this award if it is indicated -- in the application for the award (as approved by DOJ)(or in the application for any subaward, at any tier), the DOJ funding announcement (solicitation), or an associated federal statute -- that a purpose of some or all of the activities to be carried out under the award (whether by the recipient, or a subrecipient at any tier) is to benefit a set of individuals under 18 years of age. The recipient, and any subrecipient at any tier, must make determinations of suitability before certain individuals may interact with participating minors. This requirement applies regardless of an individual's employment status. The details of this requirement are posted on the OJP web site at https://ojp.gov/funding/Explore/Interact- Minors.htm (Award condition: Determination of suitability required, in advance, for certain individuals who may interact with participating minors), and are incorporated by reference here. 11 12 13 14 Requirement to disclose whether recipient is designated "high risk" by a federal grant-making agency outside of DOJ If the recipient is designated "high risk" by a federal grant-making agency outside of DOJ, currently or at any time during the course of the period of performance under this award, the recipient must disclose that fact and certain related information to OJP by email at OJP.ComplianceReporting@ojp.usdoj.gov. For purposes of this disclosure, high risk includes any status under which a federal awarding agency provides additional oversight due to the recipient's past performance, or other programmatic or financial concerns with the recipient. The recipient's disclosure must include the following: 1. The federal awarding agency that currently designates the recipient high risk, 2. The date the recipient was designated high risk, 3. The high-risk point of contact at that federal awarding agency (name, phone number, and email address), and 4. The reasons for the high-risk status, as set out by the federal awarding agency. Compliance with DOJ Grants Financial Guide References to the DOJ Grants Financial Guide are to the DOJ Grants Financial Guide as posted on the OJP website (currently, the "DOJ Grants Financial Guide" available at https://ojp.gov/financialguide/DOJ/index.htm), including any updated version that may be posted during the period of performance. The recipient agrees to comply with the DOJ Grants Financial Guide. Encouragement of policies to ban text messaging while driving Pursuant to Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving," 74 Fed. Reg. 51225 (October 1, 2009), DOJ encourages recipients and subrecipients ("subgrantees") to adopt and enforce policies banning employees from text messaging while driving any vehicle during the course of performing work funded by this award, and to establish workplace safety policies and conduct education, awareness, and other outreach to decrease crashes caused by distracted drivers. Compliance with general appropriations-law restrictions on the use of federal funds (FY 2021) The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable restrictions on the use of federal funds set out in federal appropriations statutes. Pertinent restrictions, including from various "general provisions" in the Consolidated Appropriations Act, 2021, are set out at https://ojp.gov/funding/Explore/FY21AppropriationsRestrictions.htm, and are incorporated by reference here. Should a question arise as to whether a particular use of federal funds by a recipient (or a subrecipient) would or might fall within the scope of an appropriations-law restriction, the recipient is to contact OJP for guidance, and may not proceed without the express prior written approval of OJP. Potential imposition of additional requirements The recipient agrees to comply with any additional requirements that may be imposed by the DOJ awarding agency (OJP or OVW, as appropriate) during the period of performance for this award, if the recipient is designated as "high-risk" for purposes of the DOJ high-risk grantee list. Employment eligibility verification for hiring under the award 15 16 17 18 19 20 1. The recipient (and any subrecipient at any tier) must-- A. Ensure that, as part of the hiring process for any position within the United States that is or will be funded (in whole or in part) with award funds, the recipient (or any subrecipient) properly verifies the employment eligibility of the individual who is being hired, consistent with the provisions of 8 U.S.C. 1324a(a)(1). B. Notify all persons associated with the recipient (or any subrecipient) who are or will be involved in activities under this award of both-- (1) this award requirement for verification of employment eligibility, and (2) the associated provisions in 8 U.S.C. 1324a(a)(1) that, generally speaking, make it unlawful, in the United States, to hire (or recruit for employment) certain aliens. C. Provide training (to the extent necessary) to those persons required by this condition to be notified of the award requirement for employment eligibility verification and of the associated provisions of 8 U.S.C. 1324a(a)(1). D. As part of the recordkeeping for the award (including pursuant to the Part 200 Uniform Requirements), maintain records of all employment eligibility verifications pertinent to compliance with this award condition in accordance with Form I-9 record retention requirements, as well as records of all pertinent notifications and trainings. 2. Monitoring The recipient's monitoring responsibilities include monitoring of subrecipient compliance with this condition. 3. Allowable costs To the extent that such costs are not reimbursed under any other federal program, award funds may be obligated for the reasonable, necessary, and allocable costs (if any) of actions designed to ensure compliance with this condition. 4. Rules of construction A. Staff involved in the hiring process For purposes of this condition, persons "who are or will be involved in activities under this award" specifically includes (without limitation) any and all recipient (or any subrecipient) officials or other staff who are or will be involved in the hiring process with respect to a position that is or will be funded (in whole or in part) with award funds. B. Employment eligibility confirmation with E-Verify For purposes of satisfying the requirement of this condition regarding verification of employment eligibility, the recipient (or any subrecipient) may choose to participate in, and use, E-Verify (www.e-verify.gov), provided an appropriate person authorized to act on behalf of the recipient (or subrecipient) uses E-Verify (and follows the proper E-Verify procedures, including in the event of a "Tentative Nonconfirmation" or a "Final Nonconfirmation") to confirm employment eligibility for each hiring for a position in the United States that is or will be funded (in whole or in part) with award funds. C. "United States" specifically includes the District of Columbia, Puerto Rico, Guam, the Virgin Islands of the United States, and the Commonwealth of the Northern Mariana Islands. D. Nothing in this condition shall be understood to authorize or require any recipient, any subrecipient at any tier, or any person or other entity, to violate any federal law, including any applicable civil rights or nondiscrimination law. E. Nothing in this condition, including in paragraph 4.B., shall be understood to relieve any recipient, any subrecipient at any tier, or any person or other entity, of any obligation otherwise imposed by law, including 8 U.S.C. 1324a(a)(1). Questions about E-Verify should be directed to DHS. For more information about E-Verify visit the E-Verify website (https://www.e-verify.gov/) or email E-Verify at E-Verify@dhs.gov. E-Verify employer agents can email E-Verify at E-VerifyEmployerAgent@dhs.gov. Questions about the meaning or scope of this condition should be directed to OJP, before award acceptance. Restrictions and certifications regarding non-disclosure agreements and related matters No recipient or subrecipient ("subgrantee") under this award, or entity that receives a procurement contract or subcontract with any funds under this award, may require any employee or contractor to sign an internal confidentiality agreement or statement that prohibits or otherwise restricts, or purports to prohibit or restrict, the reporting (in accordance with law) of waste, fraud, or abuse to an investigative or law enforcement representative of a federal department or agency authorized to receive such information. The foregoing is not intended, and shall not be understood by the agency making this award, to contravene requirements applicable to Standard Form 312 (which relates to classified information), Form 4414 (which relates to sensitive compartmented information), or any other form issued by a federal department or agency governing the nondisclosure of classified information. 1. In accepting this award, the recipient-- a. represents that it neither requires nor has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above; and b. certifies that, if it learns or is notified that it is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds, will provide prompt written notification to the federal agency making this award, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that agency. 2. If the recipient does or is authorized under this award to make subawards ("subgrants"), procurement contracts, or both-- a. it represents that-- (1) it has determined that no other entity that the recipient's application proposes may or will receive award funds (whether through a subaward ("subgrant"), procurement contract, or subcontract under a procurement contract) either requires or has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above; and (2) it has made appropriate inquiry, or otherwise has an adequate factual basis, to support this representation; and b. it certifies that, if it learns or is notified that any subrecipient, contractor, or subcontractor entity that receives funds under this award is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds to or by that entity, will provide prompt written notification to the federal agency making this award, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that agency. Reclassification of various statutory provisions to a new Title 34 of the United States Code 21 22 On September 1, 2017, various statutory provisions previously codified elsewhere in the U.S. Code were editorially reclassified (that is, moved and renumbered) to a new Title 34, entitled "Crime Control and Law Enforcement." The reclassification encompassed a number of statutory provisions pertinent to OJP awards (that is, OJP grants and cooperative agreements), including many provisions previously codified in Title 42 of the U.S. Code. Effective as of September 1, 2017, any reference in this award document to a statutory provision that has been reclassified to the new Title 34 of the U.S. Code is to be read as a reference to that statutory provision as reclassified to Title 34. This rule of construction specifically includes references set out in award conditions, references set out in material incorporated by reference through award conditions, and references set out in other award requirements. OJP Training Guiding Principles Any training or training materials that the recipient -- or any subrecipient ("subgrantee") at any tier -- develops or delivers with OJP award funds must adhere to the OJP Training Guiding Principles for Grantees and Subgrantees, available at https://ojp.gov/funding/Implement/TrainingPrinciplesForGrantees- Subgrantees.htm. All subawards ("subgrants") must have specific federal authorization The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements for authorization of any subaward. This condition applies to agreements that -- for purposes of federal grants administrative requirements -- OJP considers a "subaward" (and therefore does not consider a procurement "contract"). The details of the requirement for authorization of any subaward are posted on the OJP web site at https://ojp.gov/funding/Explore/SubawardAuthorization.htm (Award condition: All subawards ("subgrants") must have specific federal authorization), and are incorporated by reference here. Requirements related to System for Award Management and Universal Identifier Requirements The recipient must comply with applicable requirements regarding the System for Award Management (SAM), currently accessible at https://www.sam.gov/. This includes applicable requirements regarding registration with SAM, as well as maintaining the currency of information in SAM. The recipient also must comply with applicable restrictions on subawards ("subgrants") to first-tier subrecipients (first-tier "subgrantees"), including restrictions on subawards to entities that do not acquire and provide (to the recipient) the unique entity identifier required for SAM registration. The details of the recipient's obligations related to SAM and to unique entity identifiers are posted on the OJP web site at https://ojp.gov/funding/Explore/SAM.htm (Award condition: System for Award Management (SAM) and Universal Identifier Requirements), and are incorporated by reference here. This condition does not apply to an award to an individual who received the award as a natural person (i.e., unrelated to any business or non-profit organization that he or she may own or operate in his or her name). Restrictions on "lobbying" In general, as a matter of federal law, federal funds awarded by OJP may not be used by the recipient, or any subrecipient ("subgrantee") at any tier, either directly or indirectly, to support or oppose the enactment, 23 24 25 26 repeal, modification, or adoption of any law, regulation, or policy, at any level of government. See 18 U.S.C. 1913. (There may be exceptions if an applicable federal statute specifically authorizes certain activities that otherwise would be barred by law.) Another federal law generally prohibits federal funds awarded by OJP from being used by the recipient, or any subrecipient at any tier, to pay any person to influence (or attempt to influence) a federal agency, a Member of Congress, or Congress (or an official or employee of any of them) with respect to the awarding of a federal grant or cooperative agreement, subgrant, contract, subcontract, or loan, or with respect to actions such as renewing, extending, or modifying any such award. See 31 U.S.C. 1352. Certain exceptions to this law apply, including an exception that applies to Indian tribes and tribal organizations. Should any question arise as to whether a particular use of federal funds by a recipient (or subrecipient) would or might fall within the scope of these prohibitions, the recipient is to contact OJP for guidance, and may not proceed without the express prior written approval of OJP. Specific post-award approval required to use a noncompetitive approach in any procurement contract that would exceed $250,000 The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements to obtain specific advance approval to use a noncompetitive approach in any procurement contract that would exceed the Simplified Acquisition Threshold (currently, $250,000). This condition applies to agreements that -- for purposes of federal grants administrative requirements -- OJP considers a procurement "contract" (and therefore does not consider a subaward). The details of the requirement for advance approval to use a noncompetitive approach in a procurement contract under an OJP award are posted on the OJP web site at https://ojp.gov/funding/Explore/NoncompetitiveProcurement.htm (Award condition: Specific post-award approval required to use a noncompetitive approach in a procurement contract (if contract would exceed $250,000)), and are incorporated by reference here. Requirements pertaining to prohibited conduct related to trafficking in persons (including reporting requirements and OJP authority to terminate award) The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements (including requirements to report allegations) pertaining to prohibited conduct related to the trafficking of persons, whether on the part of recipients, subrecipients ("subgrantees"), or individuals defined (for purposes of this condition) as "employees" of the recipient or of any subrecipient. The details of the recipient's obligations related to prohibited conduct related to trafficking in persons are posted on the OJP web site at https://ojp.gov/funding/Explore/ProhibitedConduct-Trafficking.htm (Award condition: Prohibited conduct by recipients and subrecipients related to trafficking in persons (including reporting requirements and OJP authority to terminate award)), and are incorporated by reference here. Requirement to report potentially duplicative funding If the recipient currently has other active awards of federal funds, or if the recipient receives any other award of federal funds during the period of performance for this award, the recipient promptly must determine whether funds from any of those other federal awards have been, are being, or are to be used (in whole or in part) for one or more of the identical cost items for which funds are provided under this award. If so, the recipient must promptly notify the DOJ awarding agency (OJP or OVW, as appropriate) in writing of the potential duplication, and, if so requested by the DOJ awarding agency, must seek a budget-modification or 27 28 29 change-of-project-scope Grant Award Modification (GAM) to eliminate any inappropriate duplication of funding. Reporting potential fraud, waste, and abuse, and similar misconduct The recipient, and any subrecipients ("subgrantees") at any tier, must promptly refer to the DOJ Office of the Inspector General (OIG) any credible evidence that a principal, employee, agent, subrecipient, contractor, subcontractor, or other person has, in connection with funds under this award-- (1) submitted a claim that violates the False Claims Act; or (2) committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct. Potential fraud, waste, abuse, or misconduct involving or relating to funds under this award should be reported to the OIG by--(1) online submission accessible via the OIG webpage at https://oig.justice.gov/hotline/contact-grants.htm (select "Submit Report Online"); (2) mail directed to: U.S. Department of Justice, Office of the Inspector General, Investigations Division, ATTN: Grantee Reporting, 950 Pennsylvania Ave., NW, Washington, DC 20530; and/or (3) by facsimile directed to the DOJ OIG Investigations Division (Attn: Grantee Reporting) at (202) 616-9881 (fax). Additional information is available from the DOJ OIG website at https://oig.justice.gov/hotline. The award recipient agrees to participate in a data collection process measuring program outputs and outcomes. The data elements for this process will be outlined by the Office of Justice Programs. Protection of human research subjects The recipient (and any subrecipient at any tier) must comply with the requirements of 28 C.F.R. Part 46 and all OJP policies and procedures regarding the protection of human research subjects, including obtainment of Institutional Review Board approval, if appropriate, and subject informed consent. Confidentiality of data The recipient (and any subrecipient at any tier) must comply with all confidentiality requirements of 34 U.S.C. 10231 and 28 C.F.R. Part 22 that are applicable to collection, use, and revelation of data or information. The recipient further agrees, as a condition of award approval, to submit a Privacy Certificate that is in accord with requirements of 28 C.F.R. Part 22 and, in particular, 28 C.F.R. 22.23. The recipient agrees to cooperate with any assessments, national evaluation efforts, or information or data collection requests, including, but not limited to, the provision of any information required for the assessment or evaluation of any activities within this project. FFATA reporting: Subawards and executive compensation The recipient must comply with applicable requirements to report first-tier subawards ("subgrants") of $30,000 or more and, in certain circumstances, to report the names and total compensation of the five most highly compensated executives of the recipient and first-tier subrecipients (first-tier "subgrantees") of award 30 31 32 33 34 35 funds. The details of recipient obligations, which derive from the Federal Funding Accountability and Transparency Act of 2006 (FFATA), are posted on the OJP web site at https://ojp.gov/funding/Explore/FFATA.htm (Award condition: Reporting Subawards and Executive Compensation), and are incorporated by reference here. This condition, including its reporting requirement, does not apply to-- (1) an award of less than $30,000, or (2) an award made to an individual who received the award as a natural person (i.e., unrelated to any business or non-profit organization that he or she may own or operate in his or her name). Verification and updating of recipient contact information The recipient must verify its Grant Award Administrator, Financial Manager, and Authorized Representative contact information in JustGrants, including telephone number and e-mail address. If any information is incorrect or has changed, the award recipient’s Entity Administrator must make changes to contact information through DIAMD. Instructions on how to update contact information in JustGrants can be found at https://justicegrants.usdoj.gov/training/training-entity-management. Copyright; Data rights The recipient acknowledges that OJP reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and authorize others to use (in whole or in part, including in connection with derivative works), for Federal purposes: (1) any work subject to copyright developed under an award or subaward (at any tier); and (2) any rights of copyright to which a recipient or subrecipient (at any tier) purchases ownership with Federal support. The recipient acknowledges that OJP has the right to (1) obtain, reproduce, publish, or otherwise use the data first produced under any such award or subaward; and (2) authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes. "Data" includes data as defined in Federal Acquisition Regulation (FAR) provision 52.227-14 (Rights in Data - General). It is the responsibility of the recipient (and of each subrecipient (at any tier), if applicable) to ensure that the provisions of this condition are included in any subaward (at any tier) under this award. The recipient has the responsibility to obtain from subrecipients, contractors, and subcontractors (if any) all rights and data necessary to fulfill the recipient's obligations to the Government under this award. If a proposed subrecipient, contractor, or subcontractor refuses to accept terms affording the Government such rights, the recipient shall promptly bring such refusal to the attention of the OJP program manager for the award and not proceed with the agreement in question without further authorization from the OJP program office. Any Web site that is funded in whole or in part under this award must include the following statement on the home page, on all major entry pages (i.e., pages (exclusive of documents) whose primary purpose is to navigate the user to interior content), and on any pages from which a visitor may access or use a Web- based service, including any pages that provide results or outputs from the service: "This Web site is funded in whole or in part through a grant from the Bureau of Justice Assistance, Office of Justice Programs, U.S. Department of Justice. Neither the U.S. Department of Justice nor any of its components operate, control, are responsible for, or necessarily endorse, this Web site (including, without limitation, its content, technical infrastructure, and policies, and any services or tools provided)." The full text of the foregoing statement must be clearly visible on the home page. On other pages, the statement may be included through a link, entitled "Notice of Federal Funding and Federal Disclaimer," to the full text of the statement. 36 37 38 39 The recipient agrees to submit to BJA for review and approval any curricula, training materials, proposed publications, reports, or any other written materials that will be published, including web-based materials and web site content, through funds from this grant at least thirty (30) working days prior to the targeted dissemination date. Any written, visual, or audio publications, with the exception of press releases, whether published at the grantee's or government's expense, shall contain the following statements: "This project was supported by Grant No. <AWARD_NUMBER> awarded by the Bureau of Justice Assistance. The Bureau of Justice Assistance is a component of the Department of Justice's Office of Justice Programs, which also includes the Bureau of Justice Statistics, the National Institute of Justice, the Office of Juvenile Justice and Delinquency Prevention, the Office for Victims of Crime, and the SMART Office. Points of view or opinions in this document are those of the author and do not necessarily represent the official position or policies of the U.S. Department of Justice." The current edition of the DOJ Grants Financial Guide provides guidance on allowable printing and publication activities. Limit on use of grant funds for grantees' employees' salaries With respect to this award, federal funds may not be used to pay cash compensation (salary plus bonuses) to any employee of the award recipient at a rate that exceeds 110% of the maximum annual salary payable to a member of the federal government's Senior Executive Service (SES) at an agency with a Certified SES Performance Appraisal System for that year. (An award recipient may compensate an employee at a higher rate, provided the amount in excess of this compensation limitation is paid with non-federal funds.) This limitation on compensation rates allowable under this award may be waived on an individual basis at the discretion of the OJP official indicated in the program announcement under which this award is made. Required attendance at BJA-sponsored events The recipient (and its subrecipients at any tier) must participate in BJA-sponsored training events, technical assistance events, or conferences held by BJA or its designees, upon BJA's request. The recipient agrees to comply with OJP grant monitoring guidelines, protocols, and procedures, and to cooperate with BJA and OCFO on all grant monitoring requests, including requests related to desk reviews, enhanced programmatic desk reviews, and/or site visits. The recipient agrees to provide to BJA and OCFO all documentation necessary to complete monitoring tasks, including documentation related to any subawards made under this award. Further, the recipient agrees to abide by reasonable deadlines set by BJA and OCFO for providing the requested documents. Failure to cooperate with BJA's/OCFO's grant monitoring activities may result in sanctions affecting the recipient's DOJ awards, including, but not limited to: withholdings and/or other restrictions on the recipient's access to grant funds; referral to the Office of the Inspector General for audit review; designation of the recipient as a DOJ High Risk grantee; or termination of an award(s). Recipient understands and agrees that it must submit quarterly Federal Financial Reports (SF-425) and semi-annual performance reports through JustGrants (justgrants.usdoj.gov), and that it must submit quarterly performance metrics reports through BJA's Performance Measurement Tool (PMT) website (https://bjapmt.ojp.gov/). For more detailed information on reporting and other requirements, refer to BJA's website. Failure to submit required reports by established deadlines may result in the freezing of grant funds and High Risk designation. 40 41 42 43 44 The recipient may not obligate, expend or draw-down more than 25% of the total eligible award amount until a completed inventory and/or certification of a completed inventory has been provided to BJA. BJA will review the inventory documentation to ensure that it contains a detailed and descriptive list of Sexual Assault Kits (SAKs), containing information such as, but not limited to: item identifiers, quantity, and location of the item. Once BJA has reviewed and approved the grant recipient's certification or certificate thereof, a Award Condition Modification (ACM) will be issued removing this award condition. Recipient integrity and performance matters: Requirement to report information on certain civil, criminal, and administrative proceedings to SAM and FAPIIS The recipient must comply with any and all applicable requirements regarding reporting of information on civil, criminal, and administrative proceedings connected with (or connected to the performance of) either this OJP award or any other grant, cooperative agreement, or procurement contract from the federal government. Under certain circumstances, recipients of OJP awards are required to report information about such proceedings, through the federal System for Award Management (known as "SAM"), to the designated federal integrity and performance system (currently, "FAPIIS"). The details of recipient obligations regarding the required reporting (and updating) of information on certain civil, criminal, and administrative proceedings to the federal designated integrity and performance system (currently, "FAPIIS") within SAM are posted on the OJP web site at https://ojp.gov/funding/FAPIIS.htm (Award condition: Recipient Integrity and Performance Matters, including Recipient Reporting to FAPIIS), and are incorporated by reference here. The recipient is authorized to incur obligations, expend and draw down funds, in an amount not to exceed 25% of the total amount of the award. None of these funds may be used to acquire chemicals, or implement a project involving the use of chemicals, such as testing of evidence, while this condition remains on the award. The recipient is not authorized to incur any additional obligations, or make any additional expenditures or drawdowns until the program office has verified that the recipient has submitted all necessary documentation required to comply with Department of Justice Environmental Impact Review Procedures found at 28 CFR Part 61, Appendix D, OJP has reviewed and approved the documentation, and an Award Condition Modification (ACM) has been issued removing this condition. Conditional Clearance The recipient may not obligate, expend or draw down funds until the Office of the Chief Financial Officer (OCFO) has approved the budget and budget narrative and an Award Condition Modification (ACM) has been issued to remove this award condition. Body armor - compliance with NIJ standards and other requirements Ballistic-resistant and stab-resistant body armor purchased with award funds may be purchased at any threat level, make or model, from any distributor or manufacturer, as long as the body armor has been tested and found to comply with applicable National Institute of Justice ballistic or stab standards, and is listed on the NIJ Compliant Body Armor Model List. In addition, ballistic-resistant and stab-resistant body armor purchased must be made in the United States and must be uniquely fitted, as set forth in 34 U.S.C. 10202(c)(1)(A). The latest NIJ standard information and the NIJ Compliant Body Armor List may be found by following the links located on the NIJ Body Armor page: https://nij.ojp.gov/topics/equipment-and- technology/body-armor. In addition, if recipient uses funds under this award to purchase body armor, the recipient is strongly encouraged to have a "mandatory wear" policy in effect. There are no requirements 45 46 47 48 regarding the nature of the policy other than it be a mandatory wear policy for all uniformed officers while on duty. I have read and understand the information presented in this section of the Federal Award Instrument. Declaration and Certification to the U.S. Department of Justice as to Acceptance By checking the declaration and certification box below, I-- A. Declare to the U.S. Department of Justice (DOJ), under penalty of perjury, that I have authority to make this declaration and certification on behalf of the applicant. B. Certify to DOJ, under penalty of perjury, on behalf of myself and the applicant, to the best of my knowledge and belief, that the following are true as of the date of this award acceptance: (1) I have conducted or there was conducted (including by applicant’s legal counsel as appropriate and made available to me) a diligent review of all terms and conditions of, and all supporting materials submitted in connection with, this award, including any assurances and certifications (including anything submitted in connection therewith by a person on behalf of the applicant before, after, or at the time of the application submission and any materials that accompany this acceptance and certification); and (2) I have the legal authority to accept this award on behalf of the applicant. C. Accept this award on behalf of the applicant. D. Declare the following to DOJ, under penalty of perjury, on behalf of myself and the applicant: (1) I understand that, in taking (or not taking) any action pursuant to this declaration and certification, DOJ will rely upon this declaration and certification as a material representation; and (2) I understand that any materially false, fictitious, or fraudulent information or statement in this declaration and certification (or concealment or omission of a material fact as to either) may be the subject of criminal prosecution (including under 18 U.S.C. §§ 1001 and/or 1621, and/or 34 U.S.C. §§ 10271-10273), and also may subject me and the applicant to civil penalties and administrative remedies under the federal False Claims Act (including under 31 U.S.C. §§ 3729-3730 and/or §§ 3801-3812) or otherwise. Title of Approving Official Principal Deputy Assistant Attorney General Name of Approving Official Amy Solomon Signed Date And Time 12/14/21 8:41 AM Award Acceptance Agency Approval Authorized Representative Declaration and Certification Title of Authorized Entity Official City Manager Name of Authorized Entity Official Thomas Esqueda Signed Date And Time 12/20/2021 4:02 PM Entity Acceptance City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-631 Agenda Date:4/27/2023 Agenda #: 1.-M. REPORT TO THE CITY COUNCIL FROM:PACO BALDERRAMA, Chief of Police Police Department BY:BURKE FARRAH, Deputy Police Chief Patrol Division SUBJECT Actions pertaining to the FY 2022 Community Oriented Policing Services (COPS) Hiring Program grant, herein referred to as the COPS Metro Bike Unit grant 1. Authorize the Chief of Police or his designee to accept $1,500,000 in grant funding for the 2022 COPS Hiring Program grant awarded to the Fresno Police Department from the U.S. Department of Justice, through the Office of Community Oriented Policing Services (COPS) and to execute all related documents applicable to the COPS Hiring Program 2. ***RESOLUTION -Adopt the 10th Amendment to Position Authorization Resolution (“PAR”) No. 2022-153 entitled “a Resolution of the Council of the City of Fresno establishing the number of positions authorized in the various departments and offices of the City for fiscal year 2023”; adding twelve full-time Police Officer positions to the Fresno Police Department (subject to Mayor’s veto) RECOMMENDATION Staff recommends that Council authorize acceptance of $1,500,000 in grant funding from the U.S. Department of Justice, through the Office of Community Oriented Policing Services, allowing the Chief of Police or his designee to enter into and execute the agreement and any amendments or modifications and adopt the 10th Amendment to Position Authorization Resolution No. 2022-153 adding twelve (12) full-time police officer positions to the Fresno Police Department. Funds have been awarded for the Metro Bike Unit to patrol the violent/gun crime areas in the Central (Tower District), Southeast (Kings Canyon Avenue), Northeast (El Dorado Park) and Northwest (Shaw Avenue corridor) Districts within the Patrol Division. EXECUTIVE SUMMARY The City of Fresno has been awarded grant funds of $1,500,000 from the U.S. Department of Justice, through the Office of Community Oriented Policing Services to assist with patrolling violent/gun crime areas. The grant period is from October 1, 2022 to September 30, 2027. The grant will fund a maximum of 12 new-hire police officer positions for a period of 36-months, followed by a 12-month mandatory retention period. The 12 Police Officer positions be added to the Metro Bike City of Fresno Printed on 4/21/2023Page 1 of 3 powered by Legistar™ 04-27-2023 TM/MK 7-0 R, 2023-123 File #:ID 23-631 Agenda Date:4/27/2023 Agenda #: 1.-M. 12-month mandatory retention period.The 12 Police Officer positions be added to the Metro Bike utilizing the Department’s existing process for special unit assignments. BACKGROUND The project is centered around the expansion of the Metro Bike Teams in four high crime areas within the City of Fresno. Having the bike teams is one piece of the overall strategy to sustainably reduce violent crime in Fresno.The project area encompasses four policing districts in the City of Fresno,and all residents of Fresno will benefit from the project.The goal of the project is to build community trust and legitimacy with the residents and youth of Fresno,reduce violent crimes in Fresno by identifying, investigating,and prosecuting armed violent crime offenders.The specific violent crimes the project will focus on reducing are homicides and non-fatal shootings.The Metro Bike Teams would collaborate with and support existing initiatives,including the existing Fresno National Integrated Ballistic Information Network (NIBIN)site,Project Safe Neighborhoods (PSN)task force,Fresno Police Department Street Violence Bureau (SVB),the Multi-Agency Gang Enforcement Consortium (MAGEC),Valley Crime Stoppers,and community partners and residents.The Metro Bike Teams will serve as a force-multiplier for other partner initiatives and Fresno Police Department units,including uniformed personnel.Major areas the project will focus on are comprehensive analysis of community policing, community awareness, community trust, legitimacy, and transparency. The current Metro Bike Unit working in the downtown Fresno area primarily works day-shift hours primarily due to the hours the businesses in the area are open.To comply with the Grant requirement of not supplanting existing Police Officer positions,12 Police Officer positions will be added that and will follow Department’s existing bidding process for special unit assignments consistent with the MOU.The enhanced Metro Bike Unit will be assigned to work afternoon and evening hours.The days off will be staggered to provide ample coverage of their respective area. This project focuses on four critical areas within the City of Fresno.The four problem areas are Tower District,located in Central Fresno;Kings Canyon Avenue,located in Southeast Fresno;Shaw Avenue Corridor located in Northwest Fresno and El Dorado Park,located in Northeast Fresno.These areas have experienced significant violent crime,and providing additional resources to reduce crime and build community trust and legitimacy is the primary focus.The crimes being committed include but are not limited to homicide,robbery -commercial and person,felony assault,sexual assault,gun crimes,burglaries,auto theft,and graffiti.These areas are also frequented by the unhoused population,and they too are being victimized.Bikes have the ability to provide greater accessibly to closed and hard to reach areas;thereby acting as “boots on the ground”and providing officers the opportunity to contact patrons of business,residents in the community with the concerted effort of building trust and legitimacy as well as reducing gun violence with their presence in these areas. This is not subject to meet and confer because the added positions are in existing classifications,and the implementation of the grant is consistent with existing MOU language. ENVIRONMENTAL FINDINGS This is not a “project” for the purposes of CEQA, pursuant to CEQA Guidelines Section 15378. City of Fresno Printed on 4/21/2023Page 2 of 3 powered by Legistar™ File #:ID 23-631 Agenda Date:4/27/2023 Agenda #: 1.-M. LOCAL PREFERENCE Local preference was not considered because accepting grant funds does not include a bid or award of a construction or service contract. FISCAL IMPACT As part of the local match requirement for the COPS Hiring Program,this grant award requires a match of 66.59%of the total project costs of $4,489,470.36,which equates to $2,989,470.36 of net impact to the general fund over the three-year grant period. As part of the grant award requirements, the City of Fresno must plan to retain all 12 sworn Police officer positions awarded under the COPS Hiring Program award for a minimum of 12 months at the conclusion of 36 months of federal funding for each position. Employees achieving permanent status will remain permanent employees under the Fresno Municipal Code, and the Department will absorb the cost of the positions in the General Fund. Attachments: Grant Agreement 10th Amendment to the Position Authorization Resolution No. 2022-153 City of Fresno Printed on 4/21/2023Page 3 of 3 powered by Legistar™ October 13, 2022 Dear Paco Balderrama, On behalf of Attorney General Merrick B. Garland, it is my pleasure to inform you the Office of Community Oriented Policing Services (the COPS Office) has approved the application submitted by FRESNO, CITY OF for an award under the funding opportunity entitled 2022 FY 2022 COPS Hiring Program. The approved award amount is $1,500,000. Review the Award Instrument below carefully and familiarize yourself with all conditions and requirements before accepting your award. The Award Instrument includes the Award Offer (Award Information, Project Information, Financial Information, and Award Conditions) and Award Acceptance. For COPS Office and OVW funding the Award Offer also includes any Other Award Documents. Please note that award requirements include not only the conditions and limitations set forth in the Award Offer, but also compliance with assurances and certifications that relate to conduct during the period of performance for the award. These requirements encompass financial, administrative, and programmatic matters, as well as other important matters (e.g., specific restrictions on use of funds). Therefore, all key staff should receive the award conditions, the assurances and certifications, and the application as approved by the COPS Office, so that they understand the award requirements. Information on all pertinent award requirements also must be provided to any subrecipient of the award. Should you accept the award and then fail to comply with an award requirement, DOJ will pursue appropriate remedies for non-compliance, which may include termination of the award and/or a requirement to repay award funds. Prior to accepting the award, your Entity Administrator must assign a Financial Manager, Grant Award Administrator, and Authorized Representative(s) in the Justice Grants System (JustGrants). The Entity Administrator will need to ensure the assigned Authorized Representative(s) is current and has the legal authority to accept awards and bind the entity to the award terms and conditions. To accept the award, the Authorized Representative(s) must accept all parts of the Award Offer in the Justice Grants System (JustGrants), including by executing the required declaration and certification, within 45 days from the award date. To access your funds, you will need to enroll in the Automated Standard Application for Payments (ASAP) system, if you haven’t already completed the enrollment process in ASAP. The Entity Administrator should have already received an email from ASAP to initiate this process. Congratulations, and we look forward to working with you. ROBERT CHAPMAN Acting Director Office for Civil Rights Notice for All Recipients The Office for Civil Rights (OCR), Office of Justice Programs (OJP), U.S. Department of Justice (DOJ) has been delegated the responsibility for ensuring that recipients of federal financial assistance from the OJP, the Office of Community Oriented Policing Services (COPS), and the Office on Violence Against Women (OVW) are not engaged in discrimination prohibited by law. Several federal civil rights laws, such as Title VI of the Civil Rights Act of 1964 and Section 504 of the Award Letter Rehabilitation Act of 1973, require recipients of federal financial assistance to give assurances that they will comply with those laws. Taken together, these civil rights laws prohibit recipients of federal financial assistance from DOJ from discriminating in services and employment because of race, color, national origin, religion, disability, sex, and, for grants authorized under the Violence Against Women Act, sexual orientation and gender identity. Recipients are also prohibited from discriminating in services because of age. For a complete review of these civil rights laws and nondiscrimination requirements, in connection with DOJ awards, see https://ojp.gov/funding/Explore/LegalOverview/CivilRightsRequirements.htm. Under the delegation of authority, the OCR investigates allegations of discrimination against recipients from individuals, entities, or groups. In addition, the OCR conducts limited compliance reviews and audits based on regulatory criteria. These reviews and audits permit the OCR to evaluate whether recipients of financial assistance from the Department are providing services in a non discriminatory manner to their service population or have employment practices that meet equal- opportunity standards. If you are a recipient of grant awards under the Omnibus Crime Control and Safe Streets Act or the Juvenile Justice and Delinquency Prevention Act and your agency is part of a criminal justice system, there are two additional obligations that may apply in connection with the awards: (1) complying with the regulation relating to Equal Employment Opportunity Programs (EEOPs); and (2) submitting findings of discrimination to OCR. For additional information regarding the EEOP requirement, see 28 CFR Part 42, subpart E, and for additional information regarding requirements when there is an adverse finding, see 28 C.F.R. §§ 42.204(c), .205(c)(5). The OCR is available to help you and your organization meet the civil rights requirements that are associated with DOJ grant funding. If you would like the OCR to assist you in fulfilling your organization's civil rights or nondiscrimination responsibilities as a recipient of federal financial assistance, please do not hesitate to contact the OCR at askOCR@ojp.usdoj.gov. This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. Recipient Name FRESNO, CITY OF UEI ELPGKCJ7DJK7 ORI Number CA01005 Street 1 Street 2 Award Information Recipient Information 2600 FRESNO ST City FRESNO State/U.S. Territory California Zip/Postal Code 93721 Country United States County/Parish —— Province —— Federal Award Date 10/13/22 Award Type Initial Award Number 15JCOPS-22-GG-03443-UHPX Supplement Number 00 Federal Award Amount $1,500,000.00 Funding Instrument Type Grant 16.710 Public Safety Partnership and Community Policing Grants The Public Safety Partnership and Community Policing Act of 1994, 34 U.S.C. § 10381 et seq I have read and understand the information presented in this section of the Federal Award Instrument. Award Details Assistance Listing Number Assistance Listings Program Title Statutory Authority Project Information This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. Solicitation Title 2022 FY 2022 COPS Hiring Program Application Number GRANT13651528 Awarding Agency COPS Grant Manager Name TAMMY RICHARDSON Phone Number 800-421-6770 E-mail Address TAMMY.RICHARDSON2@USDOJ.GOV Project Title FY22 COPS Hiring Program (CHP) Performance Period Start Date 10/01/2022 Performance Period End Date 09/30/2027 Budget Period Start Date 10/01/2022 Budget Period End Date 09/30/2027 Project Description The purpose of the COPS Hiring Program (CHP) program is to advance the practice of community policing through the hire or rehire of additional career law enforcement officers. Funding under this award program will be utilized by local law enforcement agencies to hire and rehire career law enforcement officers necessary to increase the jurisdiction’s community policing capacity to prevent and disrupt crime and violence. I have read and understand the information presented in this section of the Federal Award Instrument. Financial Information This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. A financial analysis of budgeted costs has been completed. All costs listed in the approved budget below were programmatically approved based on the final proposed detailed budget and budget narratives submitted by your agency to the COPS Office. Any adjustments or edits to the proposed budget are explained below. Budget Clearance Date:9/12/22 7:00 PM No items Sworn Officer Positions $4,489,470.36 $0.00 $4,489,470.36 Civilian or Non-Sworn Personnel $0.00 $0.00 $0.00 Travel $0.00 $0.00 $0.00 Equipment $0.00 $0.00 $0.00 Supplies $0.00 $0.00 $0.00 SubAwards $0.00 $0.00 $0.00 Procurement Contracts $0.00 $0.00 $0.00 Other Costs $0.00 $0.00 $0.00 Indirect Costs $0.00 $0.00 $0.00 Total Project Costs $4,489,470.36 $0.00 $4,489,470.36 Federal Funds:$1,500,000.00 33.41% Match Amount:$2,989,470.36 66.59% Program Income:$0.00 0.00% Comments Budget Category Proposed Budget Change Approved Budget Percentages Sworn Officer Civilian Personnel Travel Equipment Supplies SubAwards Procurement Contracts Other Costs Indirect Costs I have read and understand the information presented in this section of the Federal Award Instrument. Approved Problem Focus Area: Violent Crime: Gun Violence 12 Full‐Time Officers Funded 12 New Hires 0 Rehires Previously Laid Off 0 Rehires Scheduled for Lay Off I have read and understand the information presented in this section of the Federal Award Instrument. This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions. Budget Detail Summary View Budget Category Other Award Documents Award Conditions Restrictions on Internal Confidentiality Agreements: No recipient or subrecipient under this award, or entity that receives a contract or subcontract with any funds under this award, may require any employee or contractor to sign an internal confidentiality agreement or statement that prohibits or otherwise restricts the lawful reporting of waste, fraud, or abuse to an investigative or law enforcement representative of a federal department or agency authorized to receive such information. Consolidated Appropriations Act, 2022, Public Law 117-103, Division E, Title VII, Section 742. Duplicative Funding: The recipient understands and agrees to notify the COPS Office if it receives, from any other source, funding for the same item or service also funded under this award. Contract Provision: All contracts made by the award recipients under the federal award must contain the provisions required under 2 C.F.R. Part 200, Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards. Please see appendices in the Award Owner ’s Manual for a full text of the contract provisions. Award Monitoring Activities: Federal law requires that recipients receiving federal funding from the COPS Office must be monitored to ensure compliance with their award conditions and other applicable statutes and regulations. The COPS Office is also interested in tracking the progress of our programs and the advancement of community policing. Both aspects of award implementation—compliance and programmatic benefits—are part of the monitoring process coordinated by the U.S. Department of Justice. Award monitoring activities conducted by the COPS Office include site visits, enhanced office-based grant reviews, alleged noncompliance reviews, financial and programmatic reporting, and audit resolution. As a COPS Office award recipient, you agree to cooperate with and respond to any requests for information pertaining to your award. This includes all financial records, such as general accounting ledgers and all supporting documents. All information pertinent to the implementation of the award is subject to agency review throughout the life of the award, during the close-out process and for three-years after the submission of the final expenditure report. 34 U.S.C. § 10385(a) and 2 C.F.R. §§ 200.334 and 200.337. Authorized Representative Responsibility: The recipient understands that, in accepting this award, the Authorized Representatives declare and certify, among other things, that they possess the requisite legal authority to accept the award on behalf of the recipient entity and, in so doing, accept (or adopt) all material requirements throughout the period of performance under this award. The recipient further understands, and agrees, that it will not assign anyone to the role of Authorized Representative during the period of performance under the award without first ensuring that the individual has the requisite legal authority. Termination: Recipient understands and agrees that the COPS Office may terminate funding, in whole or in part, for the following reasons: (1) When the recipient fails to comply with the terms and conditions of a Federal award. (2) When an award no longer effectuates the program goals or agency priorities, to the extent such termination is authorized by law. (3) When the recipient agrees to the termination and termination conditions. (4) When the recipient provides the COPS Office written notification requesting termination including the reasons, effective date, and the portion of the award to be terminated. The COPS Office may terminate the entire award if the remaining portion will not accomplish the purposes of the award. 1 2 3 4 5 6 (5) Pursuant to any other termination provisions included in the award. 2. C.F.R. § 200.340. Award Owner ’s Manual: The recipient agrees to comply with the terms and conditions in the applicable 2022 COPS Office Program Award Owner's Manual; DOJ Grants Financial Guide; COPS Office statute (34 U.S.C. § 10381, et seq.) as applicable; Students, Teachers, and Officers Preventing (STOP) School Violence Act of 2018 (34 U.S.C. § 10551, et seq.) as applicable; the requirements of 2 C.F.R. Part 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards) as adopted by the U.S. Department of Justice in 2 C.F.R. § 2800.101; 48 C.F.R. Part 31 (FAR Part 31) as applicable (Contract Cost Principles and Procedures); the Cooperative Agreement as applicable; representations made in the application; and all other applicable program requirements, laws, orders, regulations, or circulars. Assurances and Certifications: The recipient acknowledges its agreement to comply with the Assurances and Certifications forms that were signed as part of its application. Federal Civil Rights: The Applicant understands that the federal statutes and regulations applicable to the award (if any) made by the Department based on the application specifically include statutes and regulations pertaining to civil rights and nondiscrimination, and, in addition— a. the Applicant understands that the applicable statutes pertaining to civil rights will include section 601 of the Civil Rights Act of 1964 (42 U.S.C. § 2000d); section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794); section 901 of the Education Amendments of 1972 (20 U.S.C. § 1681); and section 303 of the Age Discrimination Act of 1975 (42 U.S.C. § 6102); b. the Applicant understands that the applicable statutes pertaining to nondiscrimination may include section 809(c) of Title I of the Omnibus Crime Control and Safe Streets Act of 1968 (34 U.S.C. § 10228(c)); section 1407(e) of the Victims of Crime Act of 1984 (34 U.S.C. § 20110(e)); section 299A(b) of the Juvenile Justice and Delinquency Prevention Act of 2002 (34 U.S.C. § 11182(b)); and that the grant condition set out at section 40002(b)(13) of the Violence Against Women Act (34 U.S.C. § 12291(b)(13)), which will apply to all awards made by the Office on Violence Against Women, also may apply to an award made otherwise; c. the Applicant understands that it must require any subrecipient to comply with all such applicable statutes (and associated regulations); and d. on behalf of the Applicant, I make the specific assurances set out in 28 C.F.R. §§ 42.105 and 42.204. The Applicant also understands that (in addition to any applicable program-specific regulations and to applicable federal regulations that pertain to civil rights and nondiscrimination) the federal regulations applicable to the award (if any) made by the Department based on the application may include, but are not limited to, 2 C.F.R. Part 2800 (the DOJ "Part 200 Uniform Requirements") and 28 C.F.R. Parts 22 (confidentiality - research and statistical information), 23 (criminal intelligence systems), 38 (regarding faith- based or religious organizations participating in federal financial assistance programs), and 46 (human subjects protection). Mandatory Disclosure: Recipients and subrecipients must timely disclose in writing to the Federal awarding agency or pass-through entity, as applicable, all federal criminal law violations involving fraud, bribery, or gratuity that may potentially affect the awarded federal funding. Recipients that receive an award over $500,000 must also report certain civil, criminal, or administrative proceedings in SAM and are required to comply with the Term and Condition for Recipient Integrity and Performance Matters as set out in 2 C.F.R. Part 200, Appendix XII to Part 200. Failure to make required disclosures can result in any of the remedies, including suspension and debarment, described in 2 C.F.R. § 200.339. 2 C.F.R. § 200.113. 7 8 9 10 11 Enhancement of Contractor Protection from Reprisal for Disclosure of Certain Information: Recipients and subrecipients agree not to discharge, demote, or otherwise discriminate against an employee as reprisal for the employee disclosing information that he or she reasonably believes is evidence of gross mismanagement of a federal contract or award, a gross waste of federal funds, an abuse of authority relating to a federal contract or award, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a Federal contract (including the competition for or negotiation of a contract) or award. Recipients and subrecipients also agree to provide to their employees in writing (in the predominant native language of the workforce) of the rights and remedies provided in 41 U.S.C. § 4712. Please see appendices in the Award Owner ’s Manual for a full text of the statute. False Statements: False statements or claims made in connection with COPS Office awards may result in fines, imprisonment, debarment from participating in federal awards or contracts, and/or any other remedy available by law. 31 U.S.C. § 3729-3733. System for Award Management (SAM) and Universal Identifier Requirements: The recipient agrees to comply with the following requirements of 2 C.F.R. Part 25, Appendix A to Part 25 – Award Term: I. System for Award Management and Universal Identifier Requirements A. Requirement for System for Award Management Unless you are exempted from this requirement under 2 CFR 25.110, you as the recipient must maintain current information in the SAM. This includes information on your immediate and highest level owner and subsidiaries, as well as on all of your predecessors that have been awarded a Federal contract or Federal financial assistance within the last three years, if applicable, until you submit the final financial report required under this Federal award or receive the final payment, whichever is later. This requires that you review and update the information at least annually after the initial registration, and more frequently if required by changes in your information or another Federal award term. B. Requirement for Unique Entity Identifier If you are authorized to make subawards under this Federal award, you: 1. Must notify potential subrecipients that no entity (see definition in paragraph C of this award term) may receive a subaward from you until the entity has provided its Unique Entity Identifier to you. 2. May not make a subaward to an entity unless the entity has provided its Unique Entity Identifier to you. Subrecipients are not required to obtain an active SAM registration, but must obtain a Unique Entity Identifier. C. Definitions For purposes of this term: 1. System for Award Management (SAM) means the Federal repository into which a recipient must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the SAM internet site (currently at https://www.sam.gov). 2. Unique Entity Identifier means the identifier assigned by SAM to uniquely identify business entities. 3. Entity includes non-Federal entities as defined at 2 CFR 200.1 and also includes all of the following, for purposes of this part: a. A foreign organization; b. A foreign public entity; c. A domestic for-profit organization; and d. A Federal agency. 12 13 4. Subaward has the meaning given in 2 CFR 200.1. 5. Subrecipient has the meaning given in 2 CFR 200.1. Reporting Subawards and Executive Compensation The recipient agrees to comply with the following requirements of 2 C.F.R. Part 170, Appendix A to Part 170 – Award Term: I. Reporting Subawards and Executive Compensation a. Reporting of first-tier subawards. Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that equals or exceeds $30,000 in Federal funds for a subaward to a non-Federal entity or Federal agency (see definitions in paragraph e. of this award term). 2. Where and when to report. i. The non-Federal entity or Federal agency must report each obligating action described in paragraph a.1. of this award term to http://www.fsrs.gov. ii. For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must be reported by no later than December 31, 2010.) 3. What to report. You must report the information about each obligating action that the submission instructions posted at http://www.fsrs.gov specify. b. Reporting total compensation of recipient executives for non-Federal entities. 1. Applicability and what to report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if— i. The total Federal funding authorized to date under this Federal award equals or exceeds $30,000 as defined in 2 CFR 170.320; ii. in the preceding fiscal year, you received— (A) 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards), and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and, iii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.) 2. Where and when to report. You must report executive total compensation described in paragraph b.1. of this award term: i. As part of your registration profile at https://www.sam.gov. ii. By the end of the month following the month in which this award is made, and annually thereafter. 14 c. Reporting of Total Compensation of Subrecipient Executives. 1. Applicability and what to report. Unless you are exempt as provided in paragraph d. of this award term, for each first-tier non-Federal entity subrecipient under this award, you shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if— i. in the subrecipient's preceding fiscal year, the subrecipient received— (A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards) and, (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and ii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.) 2. Where and when to report. You must report subrecipient executive total compensation described in paragraph c.1. of this award term: i. To the recipient. ii. By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year. d. Exemptions. If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report: i. Subawards, and ii. The total compensation of the five most highly compensated executives of any subrecipient. e. Definitions. For purposes of this award term: 1. Federal Agency means a Federal agency as defined at 5 U.S.C. 551(1) and further clarified by 5 U.S.C. 552(f). 2. Non-Federal entity means all of the following, as defined in 2 CFR part 25: i. A Governmental organization, which is a State, local government, or Indian tribe; ii. A foreign public entity; iii. A domestic or foreign nonprofit organization; and, iv. A domestic or foreign for-profit organization 3. Executive means officers, managing partners, or any other employees in management positions. 4. Subaward: i. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. ii. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see 2 CFR 200.331). iii. A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract. 5. Subrecipient means a non-Federal entity or Federal agency that: i. Receives a subaward from you (the recipient) under this award; and ii. Is accountable to you for the use of the Federal funds provided by the subaward. 6. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)). Equal Employment Opportunity Plan (EEOP): All recipients of funding from the COPS Office must comply with the federal regulations pertaining to the development and implementation of an Equal Employment Opportunity Plan. 28 C.F.R. Part 42 subpart E. Reports/Performance Goals: To assist the COPS Office in monitoring and tracking the performance of your award, your agency will be responsible for submitting semi-annual programmatic performance reports that describe project activities during the reporting period and quarterly Federal Financial Reports using Standard Form 425 (SF-425). 2 C.F.R. §§ 200.328 - 200.329. The performance report is used to track your agency’s progress toward implementing community policing strategies and to collect data to gauge the effectiveness of increasing your agency’s community policing capacity through COPS Office funding. The Federal Financial Report is used to track the expenditures of the recipient’s award funds on a cumulative basis throughout the life of the award. Recipient Integrity and Performance Matters: For awards over $500,000, the recipient agrees to comply with the following requirements of 2 C.F.R. Part 200, Appendix XII to Part 200 – Award Term and Condition for Recipient Integrity and Performance Matters: A. Reporting of Matters Related to Recipient Integrity and Performance 1. General Reporting Requirement If the total value of your currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then you as the recipient during that period of time must maintain the currency of information reported to the System for Award Management (SAM) that is made available in the designated integrity and performance system (currently the Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil, criminal, or administrative proceedings described in paragraph 2 of this award term and condition. This is a statutory requirement under section 872 of Public Law 110-417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all information posted in the designated integrity and performance system on or after April 15, 2011, except past performance reviews required for Federal procurement contracts, will be publicly available. 2. Proceedings About Which You Must Report Submit the information required about each proceeding that: a. Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the Federal Government; 15 16 17 b. Reached its final disposition during the most recent five-year period; and c. Is one of the following: (1) A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of this award term and condition; (2) A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more; (3) An administrative proceeding, as defined in paragraph 5. of this award term and condition, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000; or (4) Any other criminal, civil, or administrative proceeding if: (i) It could have led to an outcome described in paragraph 2.c.(1), (2), or (3) of this award term and condition; (ii) It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and (iii) The requirement in this award term and condition to disclose information about the proceeding does not conflict with applicable laws and regulations. 3. Reporting Procedures Enter in the SAM Entity Management area the information that SAM requires about each proceeding described in paragraph 2 of this award term and condition. You do not need to submit the information a second time under assistance awards that you received if you already provided the information through SAM because you were required to do so under Federal procurement contracts that you were awarded. 4. Reporting Frequency During any period of time when you are subject to the requirement in paragraph 1 of this award term and condition, you must report proceedings information through SAM for the most recent five year period, either to report new information about any proceeding(s) that you have not reported previously or affirm that there is no new information to report. Recipients that have Federal contract, grant, and cooperative agreement awards with a cumulative total value greater than $10,000,000 must disclose semiannually any information about the criminal, civil, and administrative proceedings. 5. Definitions For purposes of this award term and condition: a. Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include audits, site visits, corrective plans, or inspection of deliverables. b. Conviction, for purposes of this award term and condition, means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere. c. Total value of currently active grants, cooperative agreements, and procurement contracts includes— (1) Only the Federal share of the funding under any Federal award with a recipient cost share or match; and (2) The value of all expected funding increments under a Federal award and options, even if not yet exercised. Debarment and Suspension: The recipient agrees not to award federal funds under this program to any party which is debarred or suspended from participation in federal assistance programs. 2 C.F.R. Part 180 (Government-wide Nonprocurement Debarment and Suspension) and 2 C.F.R. Part 2867 (DOJ Nonprocurement Debarment and Suspension). Employment Eligibility: The recipient agrees to complete and keep on file, as appropriate, the Department of Homeland Security, U.S. Citizenship and Immigration Services (USCIS) Employment Eligibility Verification Form (I-9). This form is to be used by recipients of federal funds to verify that persons are eligible to work in the United States. Immigration Reform and Control Act of 1986 (IRCA), Public Law 99-603. Conflict of Interest: Recipients and subrecipients must disclose in writing to the COPS Office or pass- through entity, as applicable, any potential conflict of interest affecting the awarded federal funding in 2 C.F.R. § 200.112. Additional High-Risk Recipient Requirements: The recipient agrees to comply with any additional requirements that may be imposed during the award performance period if the awarding agency determines that the recipient is a high-risk recipient. 2 C.F.R. § 200.208. Career Law Enforcement Officer: Officer hiring funds may only be used to pay entry-level salaries and fringe benefits for full-time “career law enforcement officers” for 36 months. The COPS Office’s statute defines a “career law enforcement officer” as “a person hired on a permanent basis who is authorized by law or by a State or local public agency to engage in or supervise the prevention, detection, or investigation of violations of criminal laws.” 34 U.S.C. §10389(1). A recipient agency may use officer hiring funds to pay the salary and benefits of recruits while in academy training to become “career law enforcement officers” if it is the standard practice of the agency to do so with locally-funded recruits. The State of Alaska, and any Indian tribe or tribal organization in that State, may also use officer hiring funds for a “village public safety officer” defined as “an individual employed as a village public safety officer under the program established by the State pursuant to Alaska Statute 18.65.670.” Tribal Law and Order Act of 2010, Pub. L. 111-211, title II, § 247 (a)(2). Extensions: Your agency may request an extension of the 60-month award performance period to receive additional time to implement your award program. Such extensions do not provide additional funding. Any request for an extension will be evaluated on a case-by-case basis. Only those recipients that can provide a reasonable justification for delays will be granted no-cost extensions. Reasonable justifications may include difficulties in filling COPS Office-funded positions, officer turnover, or other circumstances that interrupt the 36-month funding period. An extension allows your agency to compensate for such delays by providing additional time to complete the full 36 months of funding for each position awarded. Extension requests must be received prior to the end date of the award. Supplementing, not Supplanting: State, local, and tribal government recipients must use award funds to supplement, and not supplant, state, local, or Bureau of Indian Affairs (BIA) funds that are already committed or otherwise would have been committed for award purposes (hiring, training, purchases, and/or activities) during the award period. In other words, state, local, and tribal government recipients may not use 18 19 20 21 22 23 24 COPS Office funds to supplant (replace) state, local, or BIA funds that would have been dedicated to the COPS Office-funded item(s) in the absence of the COPS Office award. 34 U.S.C. § 10384(a). Evaluations: The COPS Office may conduct monitoring or sponsor national evaluations of its award programs. The recipient agrees to cooperate with the monitors and evaluators. 34 U.S.C. § 10385(b). Local Match: COPS Hiring Program award recipients are required to contribute a local match of at least 25 percent towards the total cost of the approved award project, unless waived in writing by the COPS Office. The local match must be a cash match from funds not previously budgeted for law enforcement purposes and must be paid during the award period. The local match contribution must be made on an increasing basis during each year of the three-year award period, with the federal share decreasing accordingly. 34 U.S.C. § 10381(g). Retention: At the time of award application, your agency committed to retaining all sworn officer positions awarded under the CHP award with state and/or local funds for a minimum of 12 months following the conclusion of 36 months of federal funding for each position, over and above the number of locally-funded sworn officer positions that would have existed in the absence of the award. Your agency cannot satisfy the retention requirement by using CHP-funded positions to fill locally-funded vacancies resulting from attrition. 34 U.S.C. § 10382 (c)(8). Allowable Costs Condition: The funding under this project is for the payment of three years (36 months) of approved full-time entry-level salaries and fringe benefits during the five-year (60 months) period of performance. The maximum federal share is $125,000 per officer position (unless a local match waiver is approved) for career law enforcement officer positions hired and/or rehired on or after the official award start date. Any salary and fringe benefit costs higher than entry-level that your agency pays a CHP-funded officer must be paid with local funds. Your agency is required to use CHP award funds for the specific hiring categories awarded. Funding under this program may be used for the following categories: • Hiring new officers, which includes filling existing officer vacancies that are no longer funded in your agency’s budget; • Rehiring officers laid off by any jurisdiction as a result of state, local, or Bureau of Indian Affairs (BIA) budget reductions; and/or • Rehiring officers who were, at the time of award application, scheduled to be laid off (by your jurisdiction) on a specific future date as a result of state, local, or BIA budget reductions. If your agency’s local fiscal conditions have changed and your agency needs to change one or more of the funded hiring categories, your agency should request an award modification and receive prior approval before spending CHP funding under the new category. The approved budget in the award package specifies the amount of CHP funds awarded to your agency. Please note that the salary and fringe benefit costs requested in your CHP application may have been adjusted or removed. Your agency may only be reimbursed for the approved cost categories up to the amounts specified in the approved budget. Only actual allowable costs incurred during the award period will be eligible for reimbursement and drawdown. If your agency experiences any cost savings over the course of the award (for example, your award application overestimated the total entry-level officer salary and fringe benefits package), your agency may not use that excess funding to continue salary payments to the officers beyond 36 months. Any funds remaining after your agency has drawn down for the costs of approved salaries and fringe benefits incurred for each awarded position during the 36-month funding period will be deobligated during the closeout process and should not be spent by your agency. 25 26 27 28 29 Memorandum of Understanding Requirement (for School Resource Officers only) Recipients using award funding to hire and/or deploy School Resource Officers into schools understand and agree to the following: • Your agency must submit a signed Memorandum of Understanding (MOU) between the law enforcement agency and the school partner(s) to the COPS Office before obligating or drawing down funds under this award. The MOU must be submitted to the COPS Office within 90 days of the date shown on the award letter. • Your agency’s MOU must contain the following information; o The purpose of the MOU o Clearly defined roles and responsibilities of the school district and the law enforcement agency, focusing officers’ roles on safety o Information sharing o Supervision responsibility and chain of command for the SRO o Signatures Note: Please refer to the MOU Fact Sheet for a detailed explanation of the requirements under each of the bullets Your agency’s implementation of the CHP award without submission and acceptance of the required MOU may result in expenditures not being reimbursed by the COPS Office and/or award de-obligation. Contracts and/or MOUs with other Jurisdictions: Sworn law enforcement officer positions awarded must be used for law enforcement activities or services that benefit your agency and the population that it serves. The items funded under the CHP award cannot be utilized by other agencies unless the items benefit the population that your agency serves. Your agency may use items funded under the CHP award to assist other law enforcement agencies under a resource sharing, mutual aid, or other agreement to address multi- jurisdictional issues as described in the agreement. Advancing Department of Justice Priority Problem Focus Areas: This condition applies to agencies that selected one of the following priority crime problem/focus areas to address in their 2021 COPS Hiring Program (CHP) application: • Building Legitimacy and Trust • Violent Crime/Gun Violence • Combatting Hate and Domestic Extremism • Police-based Response to Persons in Crisis Your agency understands and agrees to the following: Your agency will implement the one specific community policing plan identified in your CHP award application; Your agency will address its specific priority crime problem throughout the entire CHP award period; Your agency will implement any organizational changes identified in its CHP award application; Your agency will cooperate with any award monitoring by the COPS Office to ensure that it is initiating or enhancing its community policing efforts to address its priority crime problem, which may include your agency having to respond to additional or modified reporting requirements. Modifications: Occasionally, a change in an agency’s fiscal or law enforcement situation necessitates a change in its COPS Office CHP award. Award modifications under CHP are evaluated on a case-by-case basis in accordance with 2 C.F.R. § 200.308. For federal awards in excess of $250,000, any modification request involving the reallocation of funding between budget categories that exceed or are expected to exceed 10 percent (10%) of the total approved budget requires prior written approval by the COPS Office. Regardless of the federal award amount or budget modification percentage, any reallocation of funding is limited to approved budget categories. In addition, any budget modification that changes the scope of the project requires prior written approval by the COPS Office. In addition, please be aware that the COPS Office will not approve any modification request that results in an increase of federal funds. In addition, modification requests should be submitted to the COPS Office when an agency determines that 30 31 32 it will need to shift officer positions awarded in one hiring category into a different hiring category and/or reduce the total number of positions awarded. For example, if an agency was awarded CHP funding for two new, additional sworn officer positions, but due to fiscal distress/constraints the agency needs to change the hiring category from the new hire category to the rehire category for officers laid off or scheduled for layoff on a specific future date post-application, the agency would have to request a modification. The COPS Office will only consider a modification request after an agency makes final, approved budget and/or personnel decisions. An agency may implement the modified award following written approval from the COPS Office. Please be aware that the COPS Office will not approve any modification request that results in an increase of federal funds. During the CHP award period, it may become necessary for an agency to modify its CHP award due to changes in an agency’s fiscal or law enforcement situation. Modification requests should be submitted to the COPS Office when an agency determines that it will need to shift officer positions awarded in one hiring category into a different hiring category, reduce the total number of positions awarded, shift funds among benefit categories, and/or reduce the entry-level salary and fringe benefit amounts. For example, an agency may have been awarded CHP funding for 10 new, additional full-time sworn officer positions, but due to severe fiscal distress/constraints, the agency determines it is unable to sustain all 10 positions and must reduce its request to five full-time positions; or an agency may have been awarded CHP funding for two new, additional sworn officer positions, but due to fiscal distress/constraints the agency needs to change the hiring category from the new hire category to the rehire category for officers laid off or scheduled for layoff on a specific future date post-application. Award modifications under CHP are evaluated on a case-by-case basis. The COPS Office will only consider a modification request after an agency makes final, approved budget and/or personnel decisions. An agency may implement the modified award following written approval from the COPS Office. Please be aware that the COPS Office will not approve any modification request that results in an increase of federal funds. School Resource Officer (SRO) Training Requirement: COPS Office-funded SRO(s) are required to complete an SRO 40-hour basic training course from a list of COPS Office approved provider(s). Training must be completed no later than nine months after the date shown on the award congratulatory letter or six months from the SRO hire date; whichever comes first. If a COPS Office-funded SRO leaves the recipient agency after completing the training, the recipient agrees to pay for the new SRO, who is assigned to backfill this position, to attend a 40 hour basic training course. The new SRO must complete the training no later than nine months after being placed in the school. If the officer has completed 40-hour basic training within the last 12 months prior to the award date, the condition has been fulfilled. Any longer than 12 months will require the officers to retake the course. The agency must coordinate with the training provider if they want funds to cover registration and travel costs. Community Policing: Community policing activities to be initiated or enhanced by your agency and the officers funded by this award program were identified and described in your CHP award application. Your agency developed a community policing plan for the CHP award with specific reference to a crime or disorder problem and the following elements of community policing: (a) problem solving—your agency’s plan to assess and respond to the problem identified; (b) community partnerships and support, including related governmental and community initiatives that complement your agency’s proposed use of CHP funding; and (c) organizational transformation—how your agency will use the funds to reorient its mission to community policing or enhance its involvement in and commitment to community policing. Throughout the CHP award period, your agency is required to implement the community policing plan it set forth in the CHP award application. The COPS Office defines community policing as a philosophy that promotes organizational strategies that support the systematic use of partnerships and problem-solving techniques to proactively address the immediate conditions that give rise to public safety issues such as crime, social disorder, and fear of crime. CHP awards through the specific officers funded (or an equal number of redeployed veteran officers) must be used to initiate or enhance community policing activities. All newly hired additional or rehired officers (or an equal number of redeployed veteran officers) funded under CHP must implement your agency’s approved community policing plan, which you described in your award application. 33 34 Background Investigations: Recipients agree to ensure that each officer(s) hired with CHP funding will be subject to a background investigation, notify the COPS Office upon completion of the background investigation for each officer hired under the CHP award, and cooperate with the COPS Office and provide updates on the status of background investigations upon request. 2 C.F.R. § 200.208 If the COPS Office determines that CHP funds are being used to pay the salary and fringe benefits of an officer who has not undergone a background investigation, the COPS Office may temporarily suspend grant funds in accordance with 2 C.F.R. §200.339 until the agency can demonstrate the background investigation has been completed. I have read and understand the information presented in this section of the Federal Award Instrument. Declaration and Certification to the U.S. Department of Justice as to Acceptance By checking the declaration and certification box below, I-- A. Declare to the U.S. Department of Justice (DOJ), under penalty of perjury, that I have authority to make this declaration and certification on behalf of the applicant. B. Certify to DOJ, under penalty of perjury, on behalf of myself and the applicant, to the best of my knowledge and belief, that the following are true as of the date of this award acceptance: (1) I have conducted or there was conducted (including by applicant’s legal counsel as appropriate and made available to me) a diligent review of all terms and conditions of, and all supporting materials submitted in connection with, this award, including any assurances and certifications (including anything submitted in connection therewith by a person on behalf of the applicant before, after, or at the time of the application submission and any materials that accompany this acceptance and certification); and (2) I have the legal authority to accept this award on behalf of the applicant. C. Accept this award on behalf of the applicant. D. Declare the following to DOJ, under penalty of perjury, on behalf of myself and the applicant: (1) I understand that, in taking (or not taking) any action pursuant to this declaration and certification, DOJ will rely upon this declaration and certification as a material representation; and (2) I understand that any materially false, fictitious, or fraudulent information or statement in this declaration and certification (or concealment or omission of a material fact as to either) may be the subject of criminal prosecution (including under 18 U.S.C. §§ 1001 and/or 1621, and/or 34 U.S.C. §§ 10271-10273), and also may subject me and the applicant to civil penalties and administrative remedies under the federal False Claims Act (including under 31 U.S.C. §§ 3729-3730 and/or §§ 3801-3812) or otherwise. Title of Approving Official Acting Director Name of Approving Official ROBERT CHAPMAN Signed Date And Time 9/19/22 7:23 PM 35 Award Acceptance Agency Approval Declaration and Certification (Law Enforcement Executive/Program Official) Title of Authorized Entity Official Chief of Police Name of Authorized Entity Official Paco Balderrama Signed Date And Time 11/23/2022 2:23 PM Declaration and Certification (Government Executive/Financial Official) Title of Authorized Entity Official City Manager Name of Authorized Entity Official Georgeanne White Signed Date And Time 11/23/2022 3:27 PM Authorized Representative Entity Acceptance Entity Acceptance City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-638 Agenda Date:4/27/2023 Agenda #: 1.-N. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:RANDALL W. MORRISON, PE, Assistant Director Public Works Department, Engineering Division BRANDON CHACON, Projects Administrator Public Works Department, Transportation Project Management SUBJECT ***RESOLUTION - 35 th Amendment to the Annual Appropriation Resolution (AAR) No. 2022-154 to appropriate $77,000 for the Knight Avenue Improvement Project and $90,400 for the Traffic Signal Improvement Project at Church and Walnut Avenues (Council District 3) (Requires 5 affirmative votes) (Subject to Mayor’s veto) RECOMMENDATION Staff recommends that the City Council adopt the 35 th Amendment to the Annual Appropriation Resolution No. 2022-154 to appropriate $77,000 for the Knight Avenue Improvement Project and $90,400 for the Traffic Signal Improvement Project at Church and Walnut Avenues EXECUTIVE SUMMARY Staff is preparing to initiate the design of both the Knight Avenue Improvement Project and the Traffic Signal Improvement Project at Church and Walnut Avenues. Both projects design phases are locally funded with Senate Bill 1 (SB1) Road Maintenance and Rehabilitation Account (RMRA) funding. Staff recommends Council adopt the 35 th Amendment to the Annual Appropriations Resolution No. 2022-154 in order to provide appropriations in the Public Works FY2023 Capital Budget to sufficiently cover anticipated expenditures for these projects. BACKGROUND Staff is seeking Council approval of the attached AAR amendment which will appropriate funding for both the Knight Avenue Improvement Project and the Traffic Signal Improvement Project at Church and Walnut Avenues. The Knight Avenue Improvement Projects design and right of way phases are locally funded with SB1 RMRA funding and the construction phase is funded with Community Development Block Grant (CDBG) funding for a total project cost of $989,200, with $77,000 of appropriations being requested in the current FY2023 budget year. The remaining project cost of City of Fresno Printed on 4/21/2023Page 1 of 2 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT R. 2023-124 APPROVED ON CONSENT File #:ID 23-638 Agenda Date:4/27/2023 Agenda #: 1.-N. appropriations being requested in the current FY2023 budget year.The remaining project cost of $912,200 will be included in future fiscal year capital improvement budgets. The Traffic Signal Improvement Project at Church and Walnut Avenues is funded with local SB1 RMRA funds for a total project cost of $1,100,900 with $90,400 of appropriations being requested in the current FY 2023 budget.The remaining project cost of $1,010,500 will be included in future fiscal year capital improvement budgets. The Knight Avenue Improvement project will construct the east half of Knight Avenue between Grove Avenue and Jensen Avenue to current city design standards including curb,gutter,sidewalk,street trees and new pavement.The Traffic Signal Intersection Improvement project at Church and Walnut Avenues will construct a new traffic signal,curb,gutter,curb ramps and minor roadway improvements.Both projects are identified as leverage projects for the Transformative Climate Communities (TCC) Grant. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act (CEQA)Guidelines Section 15378 this item does not qualify as a project as defined by the CEQA Guidelines. LOCAL PREFERENCE Local preference does not apply because this is a budget item. FISCAL IMPACT These projects will have no fiscal impact to the General Fund and they are both located in Council District 3.The projects are funded with local Senate Bill 1 (SB1)Road Maintenance and Rehabilitation Account (RMRA)funding and CDBG grant funds.See attached Resolution for specific funds and associated costs to be appropriated in the current fiscal year. Attachment(s): Vicinity Map 35th Amendment to the Annual Appropriation Resolution No. 2022-154 City of Fresno Printed on 4/21/2023Page 2 of 2 powered by Legistar™ Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Church Avenue and Walnut AvenueTraffic Signal ProjectPW01051 N 0 1.5 30.75 Miles Project ID: PW01045 & PW01051Council District: 3 Knight Avenue Improvement ProjectChurch and Walnut Traffic Signal Project VICINITY MAP DEPARTMENT OFPUBLIC WORKS District 3 City_Limits Knight Avenue ImprovementsJensen Avenue to Grove AvenuePW01045 Date Adopted: 1 of 3 Date Approved: Effective Date: Resolution No. RESOLUTION NO. ___________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 35th AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION NO. 2022-154 TO APPROPRIATE $167,400 FOR THE KNIGHT AVE IMPROVEMENT PROJECT AND THE TRAFFIC SIGNAL IMPROVEMENT PROJECT AT CHURCH AND WALNUT AVENUES BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2022-154 be and is hereby amended as follows: Increase/(Decrease) TO: PUBLIC WORKS DEPARTMENT SB1 Road Repair Gas Tax $ 167,400 THAT account titles and numbers requiring adjustment by this Resolution are as follows: SB1 Road Repair Gas Tax Revenues: Account String: 2100-2104-9999-000-430101-20-5-0000-0000- $ 167,400 Total Revenues $ 167,400 Appropriations: Account String: 2100-2104-9999-000-651101-20-5-0000-0000- $ 3,700 2100-2104-9999-000-651104-20-5-0000-0000- 1,000 2100-2104-9999-000-859117-20-5-0000-0000- 2,000 Project String: 209900381 -DES_PE_PH - PROJMGMT Total Appropriations $ 6,700 Appropriations: Account String: 2100-2104-9999-000-651101-20-5-0000-0000- $ 2,000 2100-2104-9999-000-651104-20-5-0000-0000- 800 2100-2104-9999-000-859116-20-5-0000-0000- 700 2100-2104-9999-000-859117-20-5-0000-0000- 500 Project String: 209900381 -DES_PE_PH - SURVEY Total Appropriations $ 4,000 2 of 3 Increase/(Decrease) Appropriations: Account String: 2100-2104-9999-000-653302-20-5-0000-0000- $ 66,300 Project String: 209900381 -DES_PE_PH - DCNT Total Appropriations $ 66,300 Appropriations: Account String: 2100-2104-9999-000-651101-20-5-0000-0000- $ 7,000 2100-2104-9999-000-651104-20-5-0000-0000- 3,000 2100-2104-9999-000-859117-20-5-0000-0000- 6,800 Project String: 209900387 -DES_PE_PH - PROJMGMT Total Appropriations $ 16,800 Appropriations: Account String: 2100-2104-9999-000-651101-20-5-0000-0000- $ 4,600 2100-2104-9999-000-651104-20-5-0000-0000- 1,800 2100-2104-9999-000-859116-20-5-0000-0000- 700 2100-2104-9999-000-859117-20-5-0000-0000- 1,500 Project String: 209900387 -DES_PE_PH - SURVEY Total Appropriations $ 8,600 Appropriations: Account String: 2100-2104-9999-000-653302-20-5-0000-0000- $ 65,000 Project String: 209900387 -DES_PE_PH - DCNT Total Appropriations $ 65,000 THAT the purpose is to appropriate $167,400 for the Knight Avenue improvement project and the traffic signal improvement project at Church and Walnut Avenues. 3 of 3 CLERK’S CERTIFICATION STATE OF CALIFORNIA} COUNTY OF FRESNO } ss. CITY OF FRESNO } I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing Resolution was adopted by the Council of the City of Fresno, California, at a regular meeting thereof, held on the Day of , 2023 AYES: NOES: ABSENT: ABSTAIN: Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Veto: , 2023 TODD STERMER, CMC City Clerk BY: ____________________________ Deputy City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-634 Agenda Date:4/27/2023 Agenda #: 1.-O. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:RANDALL W. MORRISON, PE, Assistant Director Public Works Department, Engineering Division ALICIA LINARES, Grants Administrator Public Works Department, Administration Division SUBJECT ***RESOLUTION - Authorizing the Submission of a Grant Application to the California Department of Transportation for the Clean California Local Grant Program Cycle 2 in the amount of $5,000,000 for the South Fresno Litter Abatement, Beautification, and Placemaking Project at Shields Avenue from Weber Avenue to Hughes Avenue, Brawley Avenue and Fountain Way, Kearney Boulevard from Fresno Street to Marks Avenue, Midtown Trail Segment 4, Van Ness Avenue from Floradora Avenue to Home Avenue, and Highway Litter Abatement on SR-41, SR-180, SR-99, and Golden State Boulevard; and Authorizing the Execution of Grant Application and Grant Agreement Documents by the Public Works Director or Designee (Council Districts 1, 3, 4 and 7) (Subject to Mayor’s Veto) RECOMMENDATION Staff recommends that the City Council adopt a resolution authorizing the submission of a grant application to the Clean California Local Grant Program Cycle 2 for the identified projects; and authorize the execution of all grant application and grant agreement documents by the Public Works Director or designee. EXECUTIVE SUMMARY Staff requests authorization to submit a grant application to the Clean California Local Grant Program (CCLGP) Cycle 2. The CCLGP is a competitive statewide program created to beautify and clean up local streets and roads, tribal lands, parks, pathways, transit centers, and other public spaces. The Program is one part of the nearly $1.1 billion Clean California initiative that takes direct aim at the continuous trash generation that has overwhelmed California Department of Transportation (Caltrans) and its partners. Other parts of the Clean California initiative include litter abatement efforts, state beautification and safety projects, and public education campaigns. Approximately $100 million is available in fiscal year 2023/2024 for Cycle 2 of the CCLGP. The maximum award amount per grant application is $5,000,000. City of Fresno Printed on 4/21/2023Page 1 of 3 powered by Legistar™ 04-27-2023 TM/AP 7-0 R. 2023-125 File #:ID 23-634 Agenda Date:4/27/2023 Agenda #: 1.-O. BACKGROUND The CCLGP was created by Assembly Bill 149 (Sec.16)in 2021 and was codified under Streets and Highway Code §91.41 et al.Approximately $100 million was added to the CCLGP to be made available in the FY 2023/2024 State Budget.This funding is being used to implement a second cycle of funding for the program.The City of Fresno was previously awarded $5 million from the CCLGP Cycle 1 for the Downtown Fresno Neighborhood Beautification and Cleanup Project. The goals of the CCLGP are to: 1)Reduce the amount of waste and debris within public rights of way,pathways,parks,transit centers, and other public spaces. 2)Enhance,rehabilitate,restore,or install measures to beautify and improve public spaces and mitigate the urban heat island effect. 3)Enhance public health cultural connections and community placemaking by improving public spaces for walking and recreation. 4)Advance equity for underserved communities. Eligible applicants must be a local agency or regional public agency,transit agency,or federally recognized tribal government.There is no limit to the number of applications an eligible applicant can submit.Awardees from Cycle 1 can apply for Cycle 2,however the application must be for a new project. Eligible projects must meet the goals of the CCLGP and may include the following: 1)Infrastructure related community litter abatement and beautification projects. 2)Non-infrastructure related community litter abatement events and or educational programs. 3)Non infrastructure related educational campaigns or community events about litter abatement, proper waste disposal, or how to get involved with doing sanctioned artwork in a community. 4)A combination of infrastructure and non-infrastructure related project types including beautification and educational projects. The project location must be on public property and under the applicant’s jurisdiction to make improvements to,or with written permission from the property owner to make improvements to the property.The project location must be partially or fully located in an underserved community;at least 75%of the population surrounding the project site must be underserved.The area “surrounding the project site” refers to all census tracts that are within a half mile of the perimeter of the project site. Applications for the CCLGP Cycle 2 are due by 5:00 pm on April 28,2023.Grantees will be notified of awards by September 2023. All projects funded by this grant must be completed by June 30, 2026. ENVIRONMENTAL FINDINGS Pursuant to the definition in California Environmental Quality Act Guidelines Section 15378,this action is not a project. LOCAL PREFERENCE Local preference was not implemented as this resolution does not include a bid or award of a City of Fresno Printed on 4/21/2023Page 2 of 3 powered by Legistar™ File #:ID 23-634 Agenda Date:4/27/2023 Agenda #: 1.-O. Local preference was not implemented as this resolution does not include a bid or award of a construction or services contract. FISCAL IMPACT This resolution will have no impact on the General Fund as no matching funds are required for the proposed projects.Should the grant be awarded,CCLGP Cycle 2 funds will be incorporated into the City of Fresno annual budget for the fiscal year(s) in which they will be available for reimbursement. Attachment: Resolution City of Fresno Printed on 4/21/2023Page 3 of 3 powered by Legistar™ 1 of 3 Date Adopted: Date Approved: Effective Date: City Attorney Approval: ______ Resolution No. ____________ RESOLUTION NO. _______ RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, AUTHORIZING THE SUBMISSION OF A GRANT APPLICATION TO THE CALIFORNIA DEPARTMENT OF TRANSPORTATION FOR THE CLEAN CALIFORNIA LOCAL GRANT PROGRAM CYCLE 2 IN THE AMOUNT OF $5,000,000 FOR SOUTH FRESNO LITTER ABATEMENT, BEAUTIFICATION, AND PLACEMAKING AT SHIELDS AVENUE FROM WEBER AVENUE TO HUGHES AVENUE, BRAWLEY AVENUE AND FOUNTAIN WAY, KEARNEY BOULEVARD FROM FRESNO STREET TO MARKS AVENUE, MIDTOWN TRAIL SEGMENT 4, VAN NESS AVENUE FROM FLORADORA AVENUE TO HOME AVENUE, AND HIGHWAY LITTER ABATEMENT ON SR-41, SR-180, SR-99, AND GOLDEN STATE BOULEVARD; AND AUTHORIZING THE EXECUTION OF GRANT APPLICATION AND GRANT AGREEMENT DOCUMENTS BY THE PUBLIC WORKS DIRECTOR OR DESIGNEE WHEREAS, the Clean California Local Grant Program provides grant funds to eligible local agencies for the purpose of beautifying and cleaning up local streets and roads, pathways, and other public spaces; and WHEREAS, the California Department of Transportation administers the program and has requested applications from eligible agencies. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. The Council approves and supports an application for grant funding from the California Department of Transportation Clean California Local Grant Program Cycle 2 for South Fresno Litter Abatement, Beautification, and Placemaking at Shields Avenue from Weber Avenue to Hughes Avenue, Brawley Avenue and Fountain Way, Kearney Boulevard from Fresno Street to Marks Avenue, Midtown Trail Segment 4, Van Ness Avenue from Floradora Avenue to Home Avenue, and Highway Litter Abatement on SR- 2 of 3 41, SR-180, SR-99, and Golden State Boulevard; and participation therein consistent with constitutional and local law requirements and this resolution. 2. The Council certifies that the City has reviewed, understands, and to the extent consistent with all constitutional and local law requirements and this resolution, agrees to the provisions contained in the application and program guidelines and related documents. 3. The Council recognizes the benefits this project will have for local streets and public spaces. 4. The Council appoints and authorizes the Director of Public Works or designee, to execute and submit all grant application related documents and execute grant related agreements on behalf of the City of Fresno, subject to prior approval as to form by the City Attorney’s Office. 5. This resolution shall be effective upon final approval. 3 of 3 * * * * * * * * * * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of , 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Jennifer M. Quintanilla Date Senior Deputy City Attorney City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-633 Agenda Date:4/27/2023 Agenda #:1.-P. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BROCK D. BUCHE, PE, PLS, Director Department of Public Utilities BY:RANDALL W. MORRISON, PE, Assistant Director Public Works Department, Engineering Division MARK STANDRIFF, Program Director Department of Public Utilities, Beautify Fresno SUBJECT Actions pertaining to Downtown Fresno Neighborhood Beautification and Cleanup Project on Blackstone Avenue and Abby Street from Olive Avenue to Belmont Avenue, and on Belmont Avenue from Abby Street to First Street (RFP No. 12301221) (Council Districts 3 & 7): 1. Adopt finding of Categorical Exemption per staff determination, pursuant to Sections 15301/Class 1 (Existing Facilities) and 15302/Class 2 (Replacement or Reconstruction) of the California Environmental Quality Act (CEQA) Guidelines, Environmental Assessment Number PW01012, dated April 12, 2023 2. Award a requirements contract to ScrubCan, Inc. of Fresno, CA, in the amount of $113,760 for a one-year contract for Business Corridor Litter Abatement Services on Blackstone Avenue, Abby Street, and Belmont Avenue business corridors RECOMMENDATIONS Staff recommends the City Council adopt a finding of Categorical Exemption pursuant to Class 1, Sections 15301 (Existing Facilities) and Class 2, Section 15302 (Replacement or Reconstruction) of the California Environmental Quality Act (CEQA) Guidelines, per Environmental Assessment No. PW01012, dated April 12, 2023, for the Downtown Fresno Neighborhood Beautification and Cleanup Project (Project), award a requirements contract to ScrubCan, Inc. in the amount of $113,760 for a one-year contract for Business Corridor Litter Abatement Services (Contract) as the best value for litter removal services under the guidelines of the City’s Clean California Local Grant Program award, and authorize the Public Works Director or designee to sign the Contract on the City’s behalf. EXECUTIVE SUMMARY The City of Fresno is proposing the Downtown Fresno Neighborhood Beautification and Cleanup City of Fresno Printed on 4/21/2023Page 1 of 5 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-633 Agenda Date:4/27/2023 Agenda #:1.-P. Project, a project involving both infrastructure and non-infrastructure components. The City seeks to award a requirements contract to ScrubCan,Inc.of Fresno,CA for Business Corridor Litter Abatement Services on business corridors along Blackstone Avenue and Abby Street between Olive Avenue and Belmont Avenue and Belmont Avenue between Blackstone Avenue and First Street,as part of the non-infrastructure portion of the Project.The proposed Contract is for $113,760 and is fully funded by the State of California’s Clean California Local Grant Program. BACKGROUND The City has made litter abatement one of its top priorities,with the creation of Beautify Fresno in January 2021 as a program based in the Department of Public Utilities Solid Waste Division,to address this issue through the coordinated delivery of existing City resources to eliminate trash, graffiti,and blight,and by creating community-based cleanup and beautification projects.In addition, Council directed Beautify Fresno to create a litter abatement pilot program in District 7,as well as approved outside contracts for litter abatement for both streets and highways with local companies over the past few years. On January 27,2022,the City Council authorized the Public Works Department to submit a Grant Application to the California Department of Transportation for the Clean California Local Grant Program;a program created to beautify and clean up local streets and roads,tribal lands,parks, pathways,transit centers,and other public spaces.The program is part of the nearly $1.1 billion Clean California initiative that aims to assist the California Department of Transportation (Caltrans)in addressing the continuous trash generation overwhelming California’s public spaces. The Public Works Department was awarded the grant in May of 2022 for the Project which includes both infrastructure and non-infrastructure elements focused on urban greening,improved walkability, community placemaking,and litter cleanup.The amount of the grant,which extends through June 30, 2024,is $5,000,000,with $250,000 designated for a litter abatement contract with an outside vendor, for the business corridors within the scope of the grant. The Project is in the Anthony,Webster and Hidalgo Elementary School neighborhoods.The infrastructure component of the Project will benefit the community by replacing aging infrastructure, introducing urban greening,improved walkability,enhanced amenities along the Belmont Avenue corridor and at five existing bus stops.The non-infrastructure elements will provide youth service opportunities and help build a sense of pride among residents. The infrastructure component will reconstruct the existing medians on Belmont Avenue from Abby Street to Millbrook Avenue to include landscaping and irrigation in the reconstructed medians. Irrigated sidewalk tree wells will also be installed along the proposed corridor to complement the existing sidewalk tree wells.Installation of the irrigated tree wells will include replacement of existing sidewalk,directional boring and installation of irrigation laterals to serve the irrigated sidewalk tree wells.In addition,forty-two (42)pedestrian curb ramps,signage and striping will be upgraded to meet current ADA requirements.Lastly,five (5)existing FAX Bus stop locations within the project area, beneath SR-180 at northbound and southbound Fresno Street,at southbound First Street and along westbound Belmont Avenue at Effie Street and at First Street,will be updated to a include a new bus shelter, concrete bus stop pad, trash receptacle, seating, bus stop lighting and appurtenances. The non-infrastructure components include the commissioning of eight (8)murals to be painted byCity of Fresno Printed on 4/21/2023Page 2 of 5 powered by Legistar™ File #:ID 23-633 Agenda Date:4/27/2023 Agenda #:1.-P. The non-infrastructure components include the commissioning of eight (8)murals to be painted by eight (8)local artists,at five (5)locations along SR-180 abutment slopes and columns at Blackstone Avenue,Abby Street,Fresno Street and First Street and on the Romain Park (First Street and E. Harvey Avenue) recreation building to encourage community placemaking and decrease graffiti. The project includes the hiring of a vendor to provide weekly litter cleanup along the Blackstone Avenue and Abby Street business corridors between Olive Avenue and Belmont Avenue,and along the Belmont Avenue business corridor from Abby Street to First Street,until June 2024.The vendor contract will reduce litter within the project area and may provide employment opportunities for the community. The project will establish ‘Beautify Fresno’Clubs at Webster and Hidalgo Elementary Schools.The Beautify Fresno Clubs will organize a cleanup or beautification event to be held each semester at each school, for a total of eight (8) Beautify Fresno Club-organized cleanup events. The City of Fresno’s ‘Beautify Fresno’program will also organize four (4)volunteer-based cleanup events to be held at Webster (two (2)events),Hidalgo and Anthony Elementary School neighborhoods. The City of Fresno’s ‘Beautify Fresno’program will also create and launch two (2),twelve-week (12) long Anti-litter campaigns to include bus wraps on FAX Bus Routes 22 and 33,serving the target area of the Clean California Local Grant Program award,billboard ads and online social media outreach. One campaign will launch in 2023 and the second in 2024. The Project would be consistent with the vision of the Downtown Neighborhoods Community Plan as previously adopted by the Council and is aligned with Beautify Fresno’s mission to inspire residents to take pride in their community,and to take action to make the City a clean and beautiful place to live. The scope of Request for Proposal (RFP)No.12301221 includes awarding a one-year contract for Business Corridor Litter Abatement Services on Blackstone Avenue,Abby Street,and Belmont Avenue business corridors. Business Corridor Litter Abatement Services was advertised as an RFP.The Notice Inviting Bids was advertised on February 8,2023,in the Business Journal,PlanetBids,and on the City website.The City distributed twenty-seven (27)bid specification packages to prospective bidders and received six (6)bid proposals by the opening date of March 14,2023,with bid proposals ranging from $109,056 to $172,380,and bid proposals expiring on July 12,2023,one-hundred twenty (120)days after bid proposal opening.If the bids are rejected or expire,the project must be rebid which will result in a delay of approximately 90 days. The RFP process allows the City to award the contract based on best value for the City.The best value was determined by a panel of qualified City-selected representatives which included one person from Public Works,one from Solid Waste,and one from Beautify Fresno.The panel evaluated the proposals and unanimously selected ScrubCan, Inc. as the best value for the City. ScrubCan,Inc.is a local minority-owned business established eight (8)years ago with experience in commercial cleaning services.ScrubCan,Inc.holds the contract for janitorial services with the City of Fresno,as well as serving as the contractor for the City’s Highway Litter Abatement Program sinceCity of Fresno Printed on 4/21/2023Page 3 of 5 powered by Legistar™ File #:ID 23-633 Agenda Date:4/27/2023 Agenda #:1.-P. Fresno,as well as serving as the contractor for the City’s Highway Litter Abatement Program since August of 2022.The City of Fresno and Caltrans have been pleased with their performance and can confirm zero reports of safety incidents to date. ScrubCan,Inc.has seven (7)employees assigned to the highway litter abatement contract who are Fresno residents,and the company has successfully transitioned employees back into the workforce after being incarcerated,homeless,and/or having had struggles with substance abuse.They have committed to hire local residents from low-income neighborhoods or individuals who are transitioning into the workforce, for this contract. ScrubCan,Inc.’s bid proposal is $4,704 higher than the lowest bid proposal and includes pressure washing of sidewalks at no additional charge.The committee’s unanimous opinion is that this bid proposal would result in the greatest value for the City of Fresno.ScrubCan,Inc.has demonstrated the ability to deliver high quality services at an affordable cost,supported by adequate management structure and communication tools to support responsive customer service. Staff recommends the City Council award a requirements contract to ScrubCan,Inc.in the amount of $113,760 for a one-year contract for Business Corridor Litter Abatement Services as the best value for litter removal services under the guidelines of the City’s Clean California Local Grant Program award,authorize the Public Works Director or designee to sign the contract on the City’s behalf,and adopt Environmental Assessment No. PW01012 for the Project. The City Attorney’s Office has reviewed and approved the Contract as to form. ENVIRONMENTAL FINDINGS The Project is consistent with CEQA Guidelines,Sections 15301/Class 1 and 15302/Class 2 categorical exemptions because the project proposes reconstruction and improvements to existing landscaping median and sidewalk,ADA ramps,reinstallation or replacement of signage and striping, painting of eight (8)murals,establishment of Beautify Fresno Clubs at Webster and Hidalgo elementary schools,organization of eight (8)Beautify Fresno Club-hosted events,organization of four (4)City of Fresno-hosted volunteer clean up events at Webster,Hidalgo and Anthony elementary school neighborhoods,coordination of two (2)twelve week (12)anti-litter campaigns to include bus wraps,billboard ads and social media outreach,execution of a litter abatement contract to include the Blackstone Avenue and Abby Street business corridors from Belmont Avenue to Olive Avenue and the Belmont Avenue business corridor from Abby Street to First Street. The infrastructure improvements will restore aging infrastructure to its original condition,make minor improvements to meet current requirements and provide improved walkability,comfort,and safety to the community. The non-infrastructure improvements are focused on restoring the community to its originally intended condition by removing litter,on maintenance of that originally intended condition by educating and motivating community members to take an active role in beautifying Fresno,and on creating community pride. The proposed improvements,including the non-infrastructure components of the project,are minor, do not constitute an expansion or change of use,and will improve the public right-of-way without increasing road capacity.The proposed project involves negligible expansion of the existing use andCity of Fresno Printed on 4/21/2023Page 4 of 5 powered by Legistar™ File #:ID 23-633 Agenda Date:4/27/2023 Agenda #:1.-P. increasing road capacity.The proposed project involves negligible expansion of the existing use and will have substantially the same purpose.The Project will align the community with the vision of the Downtown Neighborhoods Community Plan as previously adopted by the Council and is aligned with Beautify Fresno’s mission to inspire residents to take pride in their community,and to take action to make the City a clean and beautiful place to live. Based on staff analysis,it was determined that no adverse environmental impacts would occur as a result of the proposed project and none of the exceptions to categorical exemptions set forth in the CEQA Guidelines Section 15300.2 apply to this project.Therefore,a categorical exemption,as noted above, applies to the Project. LOCAL PREFERENCE Local preference was not implemented because this contract uses state funding. FISCAL IMPACT The Project is fully funded by a Clean California Local Grant Program grant.Adoption of Environmental Assessment No.PW01012,dated April 12,2023,and awarding the Contract to ScrubCan,Inc.of Fresno,CA,for Business Corridor Litter Abatement Services,will have no impact to the General Fund.The Contract is accounted for in the Project budget and funding allocated to the Project.All funding allocations necessary for the Contract are included in the current fiscal year adopted City budget. The project is within Council Districts 1, 3 & 7. Attachments: Vicinity Map Location Map CEQA Environmental Assessment No. PW01012 Bid Evaluation City of Fresno Printed on 4/21/2023Page 5 of 5 powered by Legistar™ N 0 1.5 30.75 Miles DEPARTMENT OFPUBLIC WORKS Project ID: ProposedCouncil District: 3,7 Downtown Fresno Neighborhood Beautificationand Cleanup Project Project Scope City Limits VICINITY MAP Date: 1/26/2022 Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Belmont Ave. - Abby St. to Millbrook St. Mural/Bus Stop: SR-180/Fresno St. Mural: Romain Park Mural/Bus Stop: SR-180/First St.Mural: SR-180/Abby St. Mural: SR-180/Blackstone Ave. RFP 07-2020 PROPOSAL SECTION PAGE 42 RFP 07-2020 PROPOSAL SECTION PAGE 43 CITY OF FRESNO CATEGORICAL EXEMPTION ENVIRONMENTAL ASSESSMENT NO. PW01012 THE PROJECT DESCRIBED HEREIN IS DETERMINED TO BE CATEGORICALLY EXEMPT FROM THE PREPARATION OF ENVIRONMENTAL DOCUMENTS PURSUANT TO ARTICLE 19 OF THE STATE CEQA GUIDELINES. APPLICANT: Jason Miller, PE Supervising Professional Engineer City of Fresno Public Works Department 2600 Fresno Street, Room 4016 Fresno, CA 93721 PROJECT LOCATION: Along Belmont Avenue from Abby Street to Millbrook Avenue (ADA ramp upgrades, sidewalk tree well installation and median reconstruction); beneath SR-180 at Blackstone Avenue (mural), Abby Street (mural), Fresno Street (mural and bus stop), First Street (mural and bus stop) and at the Romain Community Center (mural) Along Blackstone Avenue and Abby Street business corridors from Belmont Avenue to Olive Avenue (litter abatement) and along Belmont Avenue from Abby Street to First Street (litter abatement) Webster Elementary School (Beautify Fresno Club establishment and cleanup events) Hidalgo Elementary School (Beautify Fresno Club establishment and cleanup events), Anthony Elementary School (cleanup events) (City of Fresno Council District 1, 3 & 7) (County of Fresno Supervisorial District 3) PROJECT DESCRIPTION: The City of Fresno, Public Works Department, is proposing the Downtown Fresno Neighborhood Beautification and Cleanup Project (Project) which involves both infrastructure and non- infrastructure components. The Project is in the Anthony, Webster and Hidalgo Elementary School neighborhoods. The infrastructure component of the project will benefit the community by replacing aging infrastructure, introducing urban greening, improved walkability, enhanced amenities along the Belmont Avenue corridor and at five existing bus stops. The non-infrastructure elements will provide youth service opportunities and help build a sense of pride among residents. The infrastructure component will reconstruct the existing median on Belmont Avenue from Abby Street to Millbrook Avenue to include the removal of median curb, gutter and AC, sawcutting, adjustment of water valves and manhole lids to grade, and installation of curb and gutter, landscaping and irrigation in the reconstructed median. Irrigated sidewalk tree wells will be installed along the proposed corridor to complement the existing sidewalk tree wells. Installation of the irrigated tree well will include replacement of existing sidewalk, directional boring and installation of irrigation laterals to serve the irrigated sidewalk tree wells. Forty-two (42) pedestrian ramps, signage and striping will be upgraded to meet current ADA requirements. Five (5) existing FAX Bus stop locations within the project area, beneath SR-180 at northbound and southbound Fresno Street, at southbound First Street and along westbound Belmont Avenue at Effie Street and at First Street, will be updated to a include a new bus shelter, concrete bus stop pad, trash receptacle, seating, bus stop lighting and appurtenances. The existing bus stops at First Street and Belmont Avenue and at southbound Fresno Street and SR-180 currently have a trash receptacle and bench. The existing bus stops at Effie Street and Belmont Avenue and at northbound Fresno Street and SR- 180 do not currently have amenities. The existing bus stop at First Street and SR-180 currently has a bench. The non-infrastructure components include the commissioning of eight (8) murals to be painted by eight (8) local artists, at five (5) locations along SR-180 abutment slopes and columns at Blackstone Avenue, Abby Street, Fresno Street and First Street and on the Romain Park (First Street and E. Harvey Avenue) recreation building to encourage community placemaking and decrease graffiti. The project includes the hiring of a vendor to provide weekly litter cleanup along the Blackstone Avenue and Abby Street business corridors between Olive Avenue and Belmont Avenue, and along the Belmont Avenue business corridor from Abby Street to First Street, until June 2024. The vendor contract will reduce litter within the project area and may provide employment opportunities for the community. The project will establish ‘Beautify Fresno’ Clubs at Webster and Hidalgo Elementary Schools. The Beautify Fresno Clubs will organize a cleanup or beautification event to be held each semester at each school, for a total of eight (8) Beautify Fresno Club-organized cleanup events. The City of Fresno’s ‘Beautify Fresno’ program will also organize four (4) volunteer-based cleanup events to be held at Webster (two (2) events), Hidalgo and Anthony Elementary School neighborhoods. The City of Fresno’s ‘Beautify Fresno’ program will also create and launch two (2), twelve-week (12) long Anti-litter campaigns to include bus wraps on FAX Bus Routes 22 and 33, serving the target area of the CCLLGP award, billboard ads and online social media outreach. One campaign will launch in 2023 and the second in 2024. This project is exempt under Sections 15301/Class 1 of the California Environmental Quality Act (CEQA) Guidelines. None of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines, Section 15300.2 apply to this project. EXPLANATION: Section 15301/Class 1 of the CEQA Guidelines exempts from the provisions of CEQA, projects consisting of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. The types of "existing facilities" itemized below are not intended to be all-inclusive of the types of projects which might fall within Class 1. The key consideration is whether the project involves negligible or no expansion of an existing use. An example of this exemption includes existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilities (this includes road grading for the purpose of public safety). Section 15302/Class 2 consists of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced, including but not limited to: water main, sewage, electrical, gas, and other utility extensions, including street improvements, of reasonable length to serve such construction. The Project is consistent with CEQA Guidelines, Sections 15301/Class 1 and 15302/Class 2 categorical exemptions because the project proposes reconstruction and improvements to existing landscaping median and sidewalk, ADA ramps, reinstallation or replacement of signage and striping, painting of eight (8) murals, establishment of Beautify Fresno Clubs at Webster and Hidalgo elementary schools, organization of eight (8) Beautify Fresno Club- hosted events, organization of four (4) City of Fresno-hosted volunteer clean up events at Webster, Hidalgo and Anthony elementary school neighborhoods, coordination of two (2) twelve week (12) anti-litter campaigns to include bus wraps, billboard ads and social media outreach, execution of a litter abatement contract to include the Blackstone Avenue and Abby Street business corridors from Belmont Avenue to Olive Avenue and the Belmont Avenue business corridor from Abby Street to First Street. The infrastructure improvements will restore aging infrastructure to its original condition, make minor improvements to meet current requirements and provide improved walkability, comfort, and safety to the community. The non-infrastructure improvements are focused on restoring the community to its originally intended condition by removing litter, on maintenance of that originally intended condition by educating and motivating community members to take an active role in beautifying Fresno, and on creating community pride. The proposed improvements, including the non-infrastructure components of the project, are minor, do not constitute an expansion or change of use, and will improve the public right-of- way without increasing road capacity. The proposed project involves negligible expansion of the existing use and will have substantially the same purpose. The Project will align the community with the vision of the Downtown Neighborhoods Community Plan as previously adopted by the Council and is aligned with Beautify Fresno’s mission to inspire residents to take pride in their community, and to take action to make the City a clean and beautiful place to live. Based on staff analysis, it was determined that no adverse environmental impacts would occur as a result of the proposed project and none of the exceptions to categorical exemptions set forth in the CEQA Guidelines Section 15300.2 apply to this project. Therefore, a categorical exemption, as noted above, applies to the Project. Date: April 12, 2023 Prepared By: Jason Miller, PE Supervising Professional Engineer Submitted by: Jason Miller, PE Supervising Professional Engineer City of Fresno Public Works Department (559) 621-8653 03/27/2023 X 3/27/2023 X Brian Barr (Mar 28, 2023 15:01 PDT) Mar 28, 2023 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-609 Agenda Date:4/27/2023 Agenda #: 1.-Q. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:WILLIAM C. HERR, Assistant Director Public Works Department, Construction Management Division BRIAN KUJAWSKI, Senior Engineering Inspector Public Works Department, Construction Management Division SUBJECT Actions pertaining to the Veterans Boulevard Grade Separation Project (Council District 2) 1. ***RESOLUTION - 36th Amendment to the Annual Appropriation Resolution (AAR) No. 2022- 154 appropriating $413,500 for the Veterans Boulevard Grade Separation Project (Requires 5 Affirmative Votes) (Subject to Mayor’s veto) 2. Approve Contract Change Order No. 28 in the amount of $218,740 and an increase in contract time of nine (9) working days with Granite Construction Company for the Veterans Boulevard Grade Separation Project, Project ID PW00683 RECOMMENDATION Staff recommends that City Council adopt the attached 36th Amendment to the Annual Appropriation Resolution (AAR) No. 2022-154 and approve Contract Change Order No. 28 in the amount of $218,740 and an increase in contract time of nine (9) working days with Granite Construction Company for the Veterans Boulevard Grade Separation Project. EXECUTIVE SUMMARY Staff recommends City Council approval of Contract Change Order No. 28 for the Veterans Boulevard Grade Separation Project to construct a Concrete Masonry Unit (CMU) wall across the Carnegie Avenue right of way along the east side of the Union Pacific Railroad (UPRR) corridor. Construction of the proposed wall is a requirement of the project but was not included in the original contract for Granite Construction Company because the work was to be completed by the California High Speed Rail Authority (CHSRA). After further coordination, it was agreed that it makes sense to include this wall in Granite’s contract because they are actively working to reconstruct the portion of Carnegie Avenue where the wall is proposed and remove the current at-grade crossing from the UPRR corridor. Granite has continued to work collaboratively with the City, UPRR, and CHSRA. Contract change order no. 28 increases the contract amount by $218,740 and increases the contract time by nine (9) working days for the Veterans Boulevard Grade Separation Project. The Veterans City of Fresno Printed on 4/21/2023Page 1 of 4 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT R. 2023-126 APPROVED ON CONSENT File #:ID 23-609 Agenda Date:4/27/2023 Agenda #: 1.-Q. time by nine (9)working days for the Veterans Boulevard Grade Separation Project.The Veterans Boulevard Grade Separation contract and contract change order no.28 are fully funded by the CHSRA under the HSR 16-57 funding agreement. BACKGROUND The Veterans Boulevard Project proposes a new super arterial roadway in northwest Fresno,which will include six travel lanes,a Class I bicycle lane/pedestrian trail on one side,Class II bicycle lanes on both sides and a partial cloverleaf interchange connecting State Route 99 and Veterans Boulevard.The project will include bridge structures for the overcrossing of State Route 99 and future Golden State Boulevard and one to cross over the existing UPRR tracks and the future HSR tracks.The City has broken up the overall Veterans Boulevard Project into five phases,due to funding availability,size and deliverability.All phases are now in construction or have been completed, with the overall project scheduled to be completed by the end of 2023. The Veterans Boulevard Grade Separation is one of the five phases and was delivered separately due to the coordination with the CHSRA and the State funding for the project.The City Council approved the cooperative funding agreement for the Veterans Boulevard Project with CHSRA on November 17,2016 in the amount of $28 million.The agreement allows for the City to construct the facility with the CHSRA to pay 100%of all construction costs including City bidding costs, construction management,inspection and testing.The agreement was amended in 2020 to include additional funding when the City awarded the construction contract for the Veterans Grade Separation,increasing the total contract to $29,845,500.The agreement was again amended in 2021 and 2022 to extend the term of the agreement. The first phase of the Veterans Boulevard Project,the Bullard Extension package,which was also funded by the CHSRA,was opened to traffic on September 24,2019.The Veterans Boulevard Grade Separation Project is the second phase of the overall project and the last phase needed to complete the HSR related work.The construction work of this package will result in two lanes of Veterans Boulevard;a bridge structure over the existing UPRR and future HSR tracks,and a roadway connection from Veterans Boulevard to future Golden State Boulevard.The project is currently at 99%completion of the original scope items.However,due to the coordination with CHSRA,UPRR and the adjacent business,contract work has progressed at a slower pace than expected in the original contract and the subsequent contract change orders.The Contractor has partnered with the City to work through the key coordination items.Contract Change Order No.28 provides for the cost to construct a CMU block wall across Carnegie Avenue at the UPRR and City right of way line.Pursuant to California Public utilities Commission (CPUC)General Order 88-B for the Veterans Boulevard Grade Separation Project,a concrete masonry wall is required at the right of way on Carnegie Avenue.Through coordination with CHSRA,it was agreed that it makes sense to include this wall in Granite’s contract because they are actively working to reconstruct the portion of Carnegie Avenue where the wall is proposed and remove the current at-grade crossing from the UPRR corridor. On March 5,2020,the Contract was awarded in the amount of $20,038,376 to Granite Construction Company,for the Veterans Boulevard Grade Separation Project.The Notice to Proceed was issued with a starting date of May 20,2020,and a completion date of October 21,2020.There have been twenty-seven Contract Change Orders executed to date for a total amount of $1,993,869.39 and an increase in the Contract Time of three hundred and eleven working days (311),fifty-five (55) City of Fresno Printed on 4/21/2023Page 2 of 4 powered by Legistar™ File #:ID 23-609 Agenda Date:4/27/2023 Agenda #: 1.-Q. increase in the Contract Time of three hundred and eleven working days (311),fifty-five (55) suspension days and thirty seven (37)weather days for a net change of 9.9%of the original contract price.Contract Change Order No.28 increases the contract amount by $218,740,which equals a new net change of 11%of the original contract price,and increases the contract time by nine (9) working days for the Veterans Boulevard Grade Separation Project. ENVIRONMENTAL FINDINGS On March 5, 2020, the City Council adopted findings pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15091 and 15093 as required by CEQA Guidelines Section 15096. Based upon these findings, it has been determined that a subsequent EIR is not required for this approval. The California Department of Transportation,as Lead Agency,prepared an EIR for the Veterans Boulevard/State Route Interchange Project/Veterans Boulevard Grade Separation Project,identified by SCH No.2010021054 (the “Veterans Boulevard EIR”).The Veterans Boulevard EIR was certified on June 16,2013,and analyzed several components of the Veterans Boulevard project,including but not limited to a new interchange at State Route 99 and Veterans Boulevard,grade separated crossings to connect Veterans Boulevard and Golden State Boulevard,the construction of Veterans Boulevard as a six-lane super arterial from West Shaw to Herndon Avenues,drainage basins,and landscaping. An analysis has been performed pursuant to CEQA Guidelines Section 15162 to determine whether subsequent environmental review is required for this project.Based upon this analysis the following findings were made to support the determination that no subsequent environmental review is required: 1.No substantial changes are proposed in the project which will require major revisions to the EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects because the project is being implemented as planned. 2.No substantial changes occurred with respect to the circumstances under which the project was undertaken which will require major revisions to the EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. 3.There is no new information,which was not known and could not have been known at the time of the previous EIR showing that: a)The project will have one or more significant effects not discussed in the previous EIR; b)Significant effects previously examined will be substantially more severe than shown in the previous EIR; c)Mitigation measures or alternatives previously found to be not feasible are now feasible and would substantially reduce one or more significant effects of the project. Based upon these findings, it has been determined that a subsequent EIR is not required the Project. City of Fresno Printed on 4/21/2023Page 3 of 4 powered by Legistar™ File #:ID 23-609 Agenda Date:4/27/2023 Agenda #: 1.-Q. LOCAL PREFERENCE Local preference is not applicable because the approval of a Contract Change Order does not entail a competitive bidding process. FISCAL IMPACT The Veterans Boulevard Project,which is located in Council District 2,will have no impact on the General Fund.The overall Veterans Boulevard Project is being funded through CHSRA funding, various types of Measure C funding,Regional Transportation Mitigation Impact Fees (RTMF),State and Federal grant funds and City of Fresno Development Impact Fees.This contract falls under the Veterans Boulevard Grade Separation Project scope and is included in the cooperative funding agreement with CHSRA.The overall cost associated with the contract change order is $218,740, which is within the project contingency amount identified in the CHSRA funding agreement.Adoption of the attached AAR amendment resolution will appropriate the necessary funding needed from CHSRA to complete the project. Attachment: 36th Amendment to the Annual Appropriation Resolution No. 2022-154 Contract Change Order No. 28 City of Fresno Printed on 4/21/2023Page 4 of 4 powered by Legistar™ Date Adopted: 1 of 2 Date Approved: Effective Date: Resolution No. RESOLUTION NO. ___________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 36th AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION NO. 2022-154 TO APPROPRIATE $413,500 FOR THE VETERAN’S BOULEVARD GRADE SEPARATION PROJECT BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2022-154 be and is hereby amended as follows: Increase/(Decrease) TO: PUBLIC WORKS DEPARTMENT High Speed Rail Projects $ 413,500 THAT account titles and numbers requiring adjustment by this Resolution are as follows: High Speed Rail Projects Revenues: Account String: 2600-2601-9999-000-433110-20-5-0000-0000- $ 413,500 Total Revenues $ 413,500 Appropriations: Account String: 2600-2601-9999-000-757507-20-5-0000-0000- $ 413,500 Project String: 209900067 -CONSTR_PH -CCNT Total Appropriations $ 413,500 THAT the purpose is to appropriate $413,500 for completion of the Veterans Boulevard grade separation project. 2 of 2 CLERK’S CERTIFICATION STATE OF CALIFORNIA} COUNTY OF FRESNO } ss. CITY OF FRESNO } I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing Resolution was adopted by the Council of the City of Fresno, California, at a regular meeting thereof, held on the Day of , 2023 AYES: NOES: ABSENT: ABSTAIN: Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Veto: , 2023 TODD STERMER, CMC City Clerk BY: ____________________________ Deputy City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-608 Agenda Date:4/27/2023 Agenda #: 1.-R. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:ANDREW J. BENELLI, PE, City Engineer/Assistant Director Public Works Department, Traffic Operations and Planning HARMANJIT DHALIWAL, PE, Public Works Manager Public Works Department, Traffic Operations and Planning Division SUBJECT Actions pertaining to Final Map of Tract No. 6400 RESOLUTION - Approving the Final Map of Tract No. 6400, and accepting dedicated public uses offered therein except for dedications offered subject to City acceptance of developer installed required improvements - located near the northeast corner of East Clinton Avenue and North Armstrong Avenue (Council District 7) RECOMMENDATION Staff recommends the City Council adopt a resolution approving the Final Map of Tract No. 6400 and accepting the dedicated public uses offered therein, to authorize the Public Works Director or his designee to execute the subdivision agreement on behalf of the City. EXECUTIVE SUMMARY The Subdivider, De Young Properties, have filed for approval, the Final Map of Tract No. 6400, for a 72-lot single-family residential subdivision near the northeast corner of East Clinton Avenue and North Armstrong Avenue on 12.81 acres. BACKGROUND The Fresno City Planning Commission on August 3, 2022 approved Vesting Tentative Map No. 6400 (Tentative Map) for a 72-lot single-family residential subdivision on 12.81 acres. The Tentative Map was approved consistent with the Fresno General Plan to comply with the provisions of the Subdivision Map Act. Tract No. 6400 is the first and last phase. The Final Map is technically correct and conforms to the approved Tentative Map, the Subdivision Map Act and the Fresno Municipal Code. The provisions of Section 66474.1 of the Subdivision Map Act require a final map that is in substantial compliance with the approved tentative map to be City of Fresno Printed on 4/21/2023Page 1 of 3 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT R. 2023-127 APPROVED ON CONSENT File #:ID 23-608 Agenda Date:4/27/2023 Agenda #: 1.-R. Map Act require a final map that is in substantial compliance with the approved tentative map to be approved by the City Council. The Subdivider has satisfied all other conditions of approval by executing the Subdivision Agreement for Tract No.6400,submitted securities in the total amount of $3,565,000 to guarantee the completion and acceptance of the public improvements and $1,876,500 for a payment security and has paid the miscellaneous and development impact fees due as a condition of approval for the Final Map in the amount of $655,328.86.Covenants have been executed to defer eligible development impact fees totaling $1,290,721.59 to the time of issuance of each building permit or final occupancy of each unit,for annual CFD-11 assessment notification,acknowledging right-to-farm law,landscape maintenance,sewer capacity in the Fowler trunk,temporary storm drainage facilities,and for relinquishment of access for certain lots.The City Attorney’s Office has approved all documents as to form and the Risk Management Division has approved all security bonds and insurance certificates. MAINTENANCE DISTRICT:A condition of approval of the Tentative Map is to maintain the concrete curbs and gutters,valley gutters,sidewalks and curb ramps,and street lighting associated with the Final Map in accordance with the adopted standards of the City.The Subdivider has satisfied the maintenance requirement by annexing the subdivision into the City’s CFD-11 on February 23, 2023. The Subdivider has executed the covenant for Maintenance of Certain Improvements and as a condition of the Subdivision Agreement,is required to provide every prospective purchaser of each lot of the subdivision the “Notice of Special Tax”,in accordance with the provision of Section 53341.5 of the California Government Code.The maximum annual assessment is $656.57 per lot with an annual 2%adjustment or by the rise of the Construction Cost Index (CCI),if it exceeds 2%for the San Francisco Region. ENVIRONMENTAL FINDINGS Pursuant to CEQA Guidelines Section 15268(b)(3),approval of final subdivision maps is a ministerial action and is exempt from the requirements of CEQA. LOCAL PREFERENCE Local preference was not considered because this resolution does not include a bid or award of a construction or services contract. FISCAL IMPACT The Final Map is located in Council District 7.There will be no impact to the City’s General Fund. Approval by the Council will result in timely deliverance of the review and processing of the Final Map as is reasonably expected by the Subdivider.Prudent financial management is demonstrated by the expeditious completion of this Final Map inasmuch as the Subdivider has paid the City a fee for the processing of this Final Map and that fee is,in turn,funding the respective operations of the Public Works Department. Attachment(s): City of Fresno Printed on 4/21/2023Page 2 of 3 powered by Legistar™ File #:ID 23-608 Agenda Date:4/27/2023 Agenda #: 1.-R. Resolution Final Map of Tract No. 6400 Location Map City of Fresno Printed on 4/21/2023Page 3 of 3 powered by Legistar™ BARSTOW GARFIELDBRYANPOLKBLYTHEVALENTINEVAN NESSFRUITSIERRA ALLUVIAL GETTYSBURG DAKOTA CLINTON OLIVE NIELSON KEARNEY ANNADALE INTERNATIONAL PERRIN TEAGUE ALLUVIALMAROAFRESNOMILLBROOKMAPLEWILLOW MINNEWAWASUNNYSIDEARMSTRONGMAPLEORANGECHERRYFIGCHURCH BUTLER TULARE LOCANDAKOTA CLINTON OLIVE FRUITHUGHESVALENTINEBLYTHEPOLKBRYANN TRAFFIC AND ENGINEERING SERVICES DIVISION FINAL TRACT MAP NO. 6400 DISTRICT 7 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-596 Agenda Date:4/27/2023 Agenda #: 1.-S. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:WILLIAM C. HERR, Assistant Director Public Works Department, Construction Management Division ANN D. KLOOSE, Sustainability Division Manager Public Works Department, Sustainability Division SUBJECT ***RESOLUTION - Adopting the 34th amendment to the Annual Appropriations Resolution (AAR) No. 2022-154 appropriating $1,761,500 for the Parks and Public Safety Energy Efficiency Projects (Citywide) (Requires 5 Affirmative Votes)(Subject to Mayor’s Veto) RECOMMENDATION Staff recommends Council approve the 34th amendment to the Annual Appropriations Resolution (AAR) No. 2022-154 appropriating $1,761,500 in PG&E On-Bill Financing (OBF) 0% interest funding for completion of the Citywide Parks and Public Safety Energy Efficiency Projects. EXECUTIVE SUMMARY On February 10, 2022, the Council awarded a Contract in the amount of $17,947,480.00 to Alliance Building Solutions to perform energy efficiency upgrades at 73 project sites throughout the City and authorized staff to execute the project financing. The project, which uniquely pays for itself by utilizing energy bill savings, was partially funded with energy loan financing of $16,247,480.00 at a 2.62% interest rate, with the $1,761,500 balance of the project being funded with revenue from the PG&E 0% interest On-Bill Financing (OBF) program. The estimated interest savings by utilizing the 0% interest was $367,000. This amendment to the AAR is consistent with the original project financing as adopted by the Council, and Council action is now required in order to appropriate the OBF revenue for the project as previously planned. BACKGROUND On February 10, 2022, the Council awarded a Contract for the amount of $17,947,480.00 to Alliance Building Solutions to perform energy efficiency upgrades at 73 project sites throughout the City to include interior and exterior LED lighting upgrades, HVAC upgrades and replacements, system City of Fresno Printed on 4/21/2023Page 1 of 2 powered by Legistar™ 04-27-2023 MA/MK 7-0 R. 2023-128 File #:ID 23-596 Agenda Date:4/27/2023 Agenda #: 1.-S. controls and monitoring, and transformer upgrades. The Council also authorized staff to execute the project financing. The project, which uniquely pays for itself by utilizing energy bill savings, was funded in part with energy loan financing of $16,247,480.00 which was financed at 2.62%. The balance of the construction portion of the project is funded by using revenue obtained using the PG&E 0% interest using the On-Bill Financing (OBF) program which provided an additional $1,761,537.58 in revenue. The estimated interest savings by utilizing the 0% interest was $367,000. Further, this resolution and program funding of $1,761,500 is necessary to finish the Citywide projects which are substantially complete and well ahead of the contract completion schedule which commences on February 5, 2024. ENVIRONMENTAL FINDINGS This approval is not a project for the purposes of CEQA Guidelines Section 15378. LOCAL PREFERENCE Local preference was not implemented as this is an appropriations approval only. FISCAL IMPACT This revenue being received represents the City’s committed share of the previously awarded contract which does not negatively impact the General Fund. Attachment(s): 34th Amendment to the AAR 2022-154 City of Fresno Printed on 4/21/2023Page 2 of 2 powered by Legistar™ Date Adopted: 1 of 2 Date Approved: Effective Date: Resolution No. RESOLUTION NO. ___________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 34th AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION NO. 2022-154 TO APPROPRIATE $1,761,500 FOR COMPLETION OF CITYWIDE PARKS AND PUBLIC SAFETY ENERGY EFFICIENCY PROJECTS BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2022-154 be and is hereby amended as follows: Increase/(Decrease) TO: PUBLIC WORKS DEPARTMENT Energy Efficiency Projects $ 1,761,500 THAT account titles and numbers requiring adjustment by this Resolution are as follows: Energy Efficiency Projects Revenues: Account String: 3000-3025-9999-000-439015-20-5-0000-0000- $ 1,761,500 Total Revenues $ 1,761,500 Appropriations: Account String: 3000-3025-9999-000-757507-20-5-0000-0000- $ 1,761,500 Project String: 209900332 -CCNT Total Appropriations $ 1,761,500 THAT the purpose is to appropriate $1,761,500 for completion of the Citywide Parks and Public Safety Energy Efficiency projects. 2 of 2 CLERK’S CERTIFICATION STATE OF CALIFORNIA} COUNTY OF FRESNO } ss. CITY OF FRESNO } I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing Resolution was adopted by the Council of the City of Fresno, California, at a regular meeting thereof, held on the Day of , 2023 AYES: NOES: ABSENT: ABSTAIN: Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Veto: , 2023 TODD STERMER, CMC City Clerk BY: ____________________________ Deputy City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-595 Agenda Date:4/27/2023 Agenda #:1.-T. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department GREGORY A. BARFIELD, M.A., Interim Director Department of Transportation BY:WILLIAM C. HERR, Assistant Director Public Works Department, Construction Management Division SUBJECT Actions pertaining to the Department of Transportation Fresno Area Express Replace HVAC FAX Administration Building Project, Project ID: FC00036 1. Approve Contract Change Order No. 4 to Strategic Mechanical, Inc. in the amount of $93,898.43 2. Approve Contract Change Order No. 5 to Strategic Mechanical, Inc. in the amount of $1,644.74 RECOMMENDATION Staff recommends Council approve Contract Change Order No. 4 in the amount of $93,898.43 for the replacement of two (2) HVAC air handlers, and Contract Change Order No. 5 in the amount of $1,644.74 for the replacement of four (4) failed duct fire dampers in the existing HVAC ductwork. EXECUTIVE SUMMARY Item 1. Contract Change Order No. 4 provides for the replacement of two (2) of the existing air handlers. This equipment and associated work was not identified in the original contract documents and replacement is necessary to make the system fully functional. Item 2. Contract Change Order No. 5 provides for the replacement of duct fire damper equipment that has failed. As a requirement of the Unform Building & Safety Codes, testing was performed on the existing HVAC ductwork and the fire dampers incorporated inside of the ductwork. The results of this testing indicated that four (4) of the existing dampers failed to operate as designed and will require full replacement of these units to comply with current codes. BACKGROUND City of Fresno Printed on 4/21/2023Page 1 of 2 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-595 Agenda Date:4/27/2023 Agenda #:1.-T. On September 30, 2021, Council awarded a construction contract in the amount of $549,994.92 to Strategic Mechanical, Inc. for the Replacement of the HVAC System at the FAX Administration Building. The Notice to Proceed was issued with a start date of April 20, 2022, and completion date of October 16, 2022. There have been three (3) Contract Change Orders approved to date totaling $12,649.15, resulting in a revised Contract Price of $656,542.50. There have also been sixty two (62) suspension days granted to allow for the hot weather temperatures to pass prior to switching out HVAC equipment resulting in a revised Contract Completion Date of December 18, 2022. The original scope was determined to be substantially complete on December 18, 2022, and ready for its intended use. During construction it was discovered that the existing air handlers were in need of extensive repairs and had outlived their functional life expectancy and the most cost effective remedy is the replacement of this equipment. This work was not identified in the original contract documents. The Building Code required testing was performed on the existing HVAC ductwork and the fire dampers incorporated inside of the ductwork. It was determined that four (4) of the existing dampers failed to operate as designed and will require removal and replacement of these units to comply with current Code. This work was also not identified in the original contract documents. ENVIRONMENTAL FINDINGS Staff has reviewed the scope and nature of this Project and through Environmental Assessment P21- 04668 determined that the scope of this Project falls under Section 15301/Class 1 and Section 15303/Class 3 Categorial Exemptions set for the California Environmental Quality Act (CEQA) Guidelines, as this Project is for the replacement of existing HVAC systems involving negligible or no expansion of capacity. The project will replace existing HVAC systems at the FAX Administration Building to meet current standards. Furthermore, none of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines, Section 15300.2 apply to this project. This project is not expected to have a significant effect on the environment. LOCAL PREFERENCE Local preference was not implemented as this is a change to an existing award. FISCAL IMPACT This project has no fiscal impact to the General Fund. This project will be funded from State of California Proposition 1B State of Good Repairs funds and FTA 5307/5339 grants. Attachment(s): Contract Change Order No. 4 Contract Change Order No. 5 City of Fresno Printed on 4/21/2023Page 2 of 2 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-594 Agenda Date:4/27/2023 Agenda #: 1.-U. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department AARON A. AGUIRRE, Director Parks, After School, Recreation, and Community Services Department BY:RANDALL W. MORRISON, PE, Assistant Director Public Works Department, Engineering Division ARMANDO CERVANTES, Engineer I Public Works Department, Site Development Project Management Section SUBJECT Approve an agreement for professional engineering services with O’Dell Engineering, Inc. for $429,400, with a $44,000 contingency, for design and construction support services for the Play Structure Improvements Project (Council Districts 2, 3, 4, 5, 6, 7) RECOMMENDATION Staff recommends City Council approve a consultant services agreement with O’Dell Engineering, Inc., in the amount of $429,400, with a $44,000 contingency, for the design and preparation of construction documents for the Play Structure Improvements Project and authorize the Public Works Director or designee to execute the agreement on behalf of the City of Fresno. EXECUTIVE SUMMARY The City of Fresno Parks, After School, Recreation and Community Services Department (PARCS) proposes to design and install play area improvements at eleven parks within the City of Fresno; five of which are located within Highest-Need neighborhoods, as defined by resolution adopted by the City Council December 9, 2021. Improvements will be tailored to fit the needs of each park and may include new soft fall rubberized safety surfaces, shade structures, waste receptacles, picnic tables, park benches, and will assess the existing conditions of the play structures and equipment to identify and specify repairs. Additionally, the play areas will be assessed for necessary accessibility improvements. The play structure improvements and amenities will enhance park guest experience, safety, and accessibility. The contract for professional engineering design services will be funded with Measure P and General Fund allocations made in the adopted Fiscal Year 2023 (FY23) budget. Council approval of the consultant agreement is recommended to facilitate development of plans, cost estimates, and general construction contract documents necessary to complete the project. City of Fresno Printed on 4/21/2023Page 1 of 3 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-594 Agenda Date:4/27/2023 Agenda #: 1.-U. BACKGROUND The City adopted the Clean and Safe Neighborhood Parks Transactions and Use Tax (Measure P) which included funds for the planning,designing,engineering,and permitting activities for improving and maintaining safe, clean neighborhood parks and playgrounds. The PARCS Department aims to address the goals of Measure P through improvements at the following parks:Bigby-Villa Park,California Tupman Park,Cary Park,Lafayette Park,Maxie L.Parks, Orchid Park,Romain Park,Rotary East Park,Sunnyside Park,Vinland Park,and Neilson Park within the city of Fresno.Bigby-Villa,California Tupman,Maxie L.Parks,Romain,and Neilson parks are all within Highest-Needs Neighborhoods. The conditions of each play area will be assessed to identify repairs or replacements needed to ensure the continued functionality of the existing play structures.Accessible paths of travel to and from the play structures to existing amenities such as restrooms and seating areas will be evaluated, and improvements needed to ensure appropriate access to the structures will be recommended.The condition of the existing fall surfaces will be evaluated and where there is either wood mulch surfacing or a rubberized surfacing in poor repair,replacement of the surfaces with rubberized safety surfacing will be specified.The existing shade coverage will be assessed,and where inadequate shade coverage exists to ensure the play structures are shaded during the hottest times of the day, new shade structures will be specified.Finally,where existing site furnishings such as benches, picnic tables,and waste receptacles are found to be inadequate or inaccessible,new furnishings will also be specified.Pending verification that adequate funding exists for each project,plans for each will then be prepared for bidding and award. In accordance with AO 6-19,staff sent out request for Statements of Qualifications (SOQs)in November 2022 via Planet Bids,email,and published in The Business Journal.Four (4)Statements of Qualifications were received,and staff interviewed the four (4)qualified respondents between January 9,2023,and January 20,2023.O’Dell Engineering,Inc.,was determined to be the most qualified and responsive based on the consultant interviews.Staff negotiated a fee of $429,400,with a $44,000 contingency,for the preparation of plans,specifications,cost estimates,bidding support services, and construction support services for this project. Staff recommends City Council approval of the proposed agreement with O’Dell Engineering,Inc.,in the amount of $429,400,with a $44,000 contingency,for the design and preparation of construction documents for the Play Structure Improvements Project at the various parks within the City of Fresno and authorize the Public Works Director or designee to execute the Agreement on behalf of the City. The City Attorney’s Office has reviewed and approved the proposed agreement as to form. ENVIRONMENTAL FINDINGS A consultant agreement for the design of plans and cost estimates is not a “project”pursuant to California Environmental Quality Act (CEQA) Guidelines § 15378. LOCAL PREFERENCE City of Fresno Printed on 4/21/2023Page 2 of 3 powered by Legistar™ File #:ID 23-594 Agenda Date:4/27/2023 Agenda #: 1.-U. O’Dell Engineering, Inc., is a local business, as defined by the Fresno Municipal Code. FISCAL IMPACT The proposed project is in Council Districts 2,3,4,5,6 and 7.The Play Structure Improvements Project is funded through Measure P and General Fund appropriations included in the FY23 Annual Appropriations Resolution. Attachment(s): Consultant Agreement Vicinity Maps Location Maps City of Fresno Printed on 4/21/2023Page 3 of 3 powered by Legistar™ Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Bigby Villa Park N 0 1.5 30.75 Miles Project ID: PC00328Council District: 3 Bigby Villa Park Tot LotVICINITY MAP DEPARTMENT OFPUBLIC WORKS Legend District 3 City_Limits Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Tupman Park N 0 1.5 30.75 Miles Project ID: PC00326Council District: 3 Tupman Park Tot LotVICINITY MAP DEPARTMENT OFPUBLIC WORKS District 3 City_Limits Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Cary Park N 0 1.5 30.75 Miles Project ID: PC00308Council District: 4 Cary Park Tot LotVICINITY MAP DEPARTMENT OFPUBLIC WORKS District 4 City_Limits Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Lafayette Park N 0 1.5 30.75 Miles Project ID: PC23011Council District: 7 Lafayette Park Tot LotVICINITY MAP DEPARTMENT OFPUBLIC WORKS District 7 City_Limits Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Maxie L. Parks Community Center N 0 1.5 30.75 Miles Project ID: PC00327Council District: 3 Maxie L. Parks Community Center Tot LotVICINITY MAP DEPARTMENT OFPUBLIC WORKS District 3 City_Limits Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Orchid Park N 0 1.5 30.75 Miles Project ID: PC00302Council District: 2 Orchid ParkVICINITY MAP DEPARTMENT OFPUBLIC WORKS District 2 City_Limits Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Romain Park N 0 1.5 30.75 Miles Project ID: PC00319Council District: 7 Romain ParkVICINITY MAP DEPARTMENT OFPUBLIC WORKS District 7 City_Limits Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Rotary East Park N 0 1.5 30.75 Miles Project ID: PC00311Council District: 6 Rotary East ParkVICINITY MAP DEPARTMENT OFPUBLIC WORKS District 6 City_Limits Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Sunnyside Park N 0 1.5 30.75 Miles Project ID: PC00310Council District: 5 Sunnyside ParkVICINITY MAP DEPARTMENT OFPUBLIC WORKS District 5 City_Limits Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Vinland Park N 0 1.5 30.75 Miles Project ID: PC23006Council District: 4 Vinland Park Tot LotVICINITY MAP DEPARTMENT OFPUBLIC WORKS District 4 City_Limits Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Neilson Park N 0 1.5 30.75 Miles Project ID: PC00323Council District: 3 Neilson ParkVICINITY MAP DEPARTMENT OFPUBLIC WORKS District 3 City_Limits AlyAlyE Florence AveE Florence Ave Copyright nearmap 2015 1329 E. Forence Ave. Fresno, CA 93706 Project ID: PC00328 Council District: 3 LOCATION MAPN 0 50 10025 Feet DEPARTMENT OFPUBLIC WORKS Exhibit A Bigby Villa Park Legend Tot Lot Improvements Bigby Villa Park City Limits Bigby Villa Park Tot Lot AlyAly S Tupman StS Tupman StE California AveE California AveAly Aly Copyright nearmap 2015 APN: 47832013T Project ID: PC00326 Council District: 4 LOCATION MAPN 0 30 6015 Feet DEPARTMENT OFPUBLIC WORKS Exhibit A Tupman Park Tupman Park Legend Tot Lot Improvements Tupman Park City Limits Tot Lot N Fresno StN Fresno StN Augusta StN Augusta StE S a n t a A n a A v eE S a n t a A n a A v e E Rialto AveE Rialto AveN Fresno StN Fresno StE Santa Ana AveE Santa Ana Ave Copyright nearmap 2015 4750 N. Fresno Street Fresno, CA 93726 Project ID: PC00308 Council District: 4 LOCATION MAPN 0 80 16040 Feet DEPARTMENT OFPUBLIC WORKS Exhibit A Cary Park Cary Park Legend Tot Lot Improvements Cary Park City Limits Tot Lot N Glenn AveN Glenn AveE Harvard AveE Harvard Ave E Princeton AveE Princeton Ave N Blackstone AveN Blackstone AveAlyAly AlyAlyAlyAlyAlyAly AlyAly Copyright nearmap 2015 Lafayette Park Tot Lot Project ID: PC23011 Council District: 7 LOCATION MAPN 0 60 12030 Feet DEPARTMENT OFPUBLIC WORKS Exhibit A Lafayette Park Lafayette Park Legend Tot Lot Improvements Lafayette Park Tot Lot AlyAlyS El m A ve S El m A veE California AveE California AveCopyright nearmap 2015 Maxie L. Parks Community CenterTot Lot Project ID: PC00327 Council District: 3 LOCATION MAPN 0 40 8020 Feet DEPARTMENT OFPUBLIC WORKS Exhibit A Maxie L. Parks Community Center Legend Tot Lot Improvements Maxie L. Parks Maxie L. Parks Community Center Tot Lot W Fi r AveW Fi r Ave W S p r u c e A v eW S p r u c e A v e N Inspiration DrN Inspiration DrCopyright nearmap 2015 Orchid Park Tot Lot3420 W. Fir AveFresno CA 93711 Project ID: PC00302 Council District: 2 LOCATION MAPN 0 50 10025 Feet DEPARTMENT OFPUBLIC WORKS Exhibit A Orchid Park Orchid Park Legend Tot Lot Improvements Orchid Park Tot Lot N First StN First StEB 180 SREB 180 SRE T ho m as A v eE T ho m as A v e AlyAly N Orchard StN Orchard StE H arvey AveE H arvey Ave E B 1 8 0 S REB 1 8 0 S R E B 1 8 0 S REB 1 8 0 S R AlyAlyAlyAlyCopyright nearmap 2015 RomainPark Tot Lot745 N First St.Fresno CA 93702 Project ID: PC00319 Council District: 7 LOCATION MAPN 0 70 14035 Feet DEPARTMENT OFPUBLIC WORKS Exhibit A Romain Park Romain Park Legend Tot Lot Improvements Romain Park Tot Lot E P a u l A v eE P a u l A v e E Sierra AveE Sierra AveN Cedar AveN Cedar AveCopyright nearmap 2015 Rotary East Tot Lot6464 N Cedar Ave.Fresno CA 93710 Project ID: PC00311 Council District: 6 LOCATION MAPN 0 50 10025 Feet DEPARTMENT OFPUBLIC WORKS Exhibit A Rotary East Park Rotary East Park Legend Tot Lot Improvements Rotary East Park Tot Lot S Villa AveS Villa AveE Butler AveE Butler Ave Copyright nearmap 2015 Sunnyside Tot Lot5279 E. Butler Ave.Fresno CA 93727 Project ID: PC00310 Council District: 5 LOCATION MAPN 0 60 12030 Feet DEPARTMENT OFPUBLIC WORKS Exhibit A Sunnyside Park Sunnyside Park Legend Tot Lot Improvements Sunnyside Park Tot Lot N Woodrow AveN Woodrow AveE Gettysburg AveE Gettysburg Ave Copyright nearmap 2015 Vinland Park Tot Lot4695 E. Gettysburg Ave.Fresno CA 93726 Project ID: PC23006 Council District: 4 LOCATION MAPN 0 80 16040 Feet DEPARTMENT OFPUBLIC WORKS Exhibit A Vinland Park Legend Tot Lot Improvements Vinland Park Vinland Park Tot Lot S Fruit AveS Fruit AveS Delno AveS Delno AveAlyAly AlyAly Copyright nearmap 2015 1730 S. Fruit AveFresno, CA Project ID: PC00323 Council District: 3 LOCATION MAPN 0 60 12030 Feet DEPARTMENT OFPUBLIC WORKS Exhibit A Neilson Park Legend Improvement Area Neilson Park Tot Lot City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-593 Agenda Date:4/27/2023 Agenda #: 1.-V. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department AARON AGUIRRE, Director Parks, After School, Recreation, and Community Services Department BY:RANDALL W. MORRISON, PE, Assistant Director Public Works Department, Engineering Division ARMANDO CERVANTES, Engineer I Public Works Department, Site Development Project Management Section SUBJECT Approve an agreement for professional engineering services with O’Dell Engineering, Inc. for $93,900, with a $22,000 contingency, for design and construction support services for the Milburn Overlook Redesign and Construction Project (Council District 2) RECOMMENDATION Staff recommends City Council approve of a consultant services agreement with O’Dell Engineering, Inc., in the amount of $93,900, with a $22,000 contingency, for the design and preparation of construction documents for the Milburn Overlook Redesign and Construction Project and authorize the Public Works Director or designee to execute the agreement on behalf of the City of Fresno. EXECUTIVE SUMMARY The City of Fresno Parks, After School, Recreation and Community Services Department (PARCS) proposes the reconstruction of the existing Milburn Overlook located on the northeast corner of Milburn Avenue and Alluvial Avenue. The project will include a community engagement process to scope the project and guide the development of a new site plan. Potential amenities may include new lighting, hardscape, landscaping, and site furnishings to provide improved public access to this unique vista in a safe, accessible, and secure setting. The contract for professional engineering design services will be funded with Measure P allocations budgeted for this project. Council approval of the consultant agreement is recommended in order to facilitate development of plans, cost estimates, and general construction contract documents necessary to complete the project. City of Fresno Printed on 4/21/2023Page 1 of 3 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-593 Agenda Date:4/27/2023 Agenda #: 1.-V. BACKGROUND The City adopted the Clean and Safe Neighborhood Parks Transactions and Use Tax (Measure P) which included funds for the planning,designing,engineering,and permitting activities for improving and maintaining safe, clean neighborhood parks and playgrounds. The City of Fresno PARCS Department is aiming to fulfill the goals of Measure P through the improvements mentioned above for the existing Milburn Overlook located on the northeast corner of Milburn Avenue and Alluvial Avenue.The site serves as an access point to appreciate the natural waterways of the San Joaquin River and has experienced underutilization due to the lack of amenities.The redesign of this space will provide for a safer and more attractive place of leisure, including improvements such as enhanced lighting,an accessible path of travel and seating, binoculars to view the riverbank scenery via the overlook,and landscaping features complementary of the natural terrain. In accordance with AO 6-19,staff sent out a request for Statements of Qualifications (SOQs)in December 29,2022 via Planet Bids,email,and published in The Business Journal.Three (3) Statements of Qualifications were received,and the consultant interviews were not conducted per section “V.Schedule,”of the advertised Request for Qualifications (RFQs).O’Dell Engineering,Inc., was determined to be the most qualified and responsive firm based on the SOQs received.Staff negotiated a fee of $93,900,with a $22,000 contingency,for the preparation of plans,specifications, cost estimates, bidding support services, and construction support services for this project. Staff recommends approval of the proposed agreement with O’Dell Engineering,Inc.,in the amount of $93,900,with a $22,000 contingency,for the design and preparation of construction documents for the Milburn Overlook and Redesign Project within the City of Fresno and authorizes the Public Works Director or designee to execute the Agreement on behalf of the City. The City Attorney’s Office has reviewed and approved the proposed agreement as to form. ENVIRONMENTAL FINDINGS Design of plans and cost estimates are not a “project”pursuant to California Environmental Quality Act (CEQA) Guidelines § 15378. LOCAL PREFERENCE O’Dell Engineering, Inc., is a local business, as defined by the Fresno Municipal Code. FISCAL IMPACT The proposed project is in Council District 2.The project is funded through $315,900 in Measure P appropriations and will not have an impact on the General Fund. Attachment(s): City of Fresno Printed on 4/21/2023Page 2 of 3 powered by Legistar™ File #:ID 23-593 Agenda Date:4/27/2023 Agenda #: 1.-V. Consultant Agreement Vicinity Map Location Map City of Fresno Printed on 4/21/2023Page 3 of 3 powered by Legistar™ Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Herndon Milburn Overlook N 0 1.5 30.75 Miles Project ID: PC00219Council District: 2 Herndon Milburn Overlook VICINITY MAP DEPARTMENT OFPUBLIC WORKS District 2 City_Limits N Milburn AveN Milburn AveW Athens AveW Athens Ave W B ed fo rd A veW B ed fo rd A veCopyright nearmap 2015 Herndon and Milburn Overlook Project ID: PC00219 Council District: 2 LOCATION MAPN 0 40 8020 Feet DEPARTMENT OFPUBLIC WORKS Herndon & Milburn Overlook Herndon and Milburn Overlook Legend Existing Park City Limits Location Map City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-573 Agenda Date:4/27/2023 Agenda #: 1.-W. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:RANDALL W. MORRISON, PE, Assistant Director Public Works Department, Engineering Division MELISSA BLAU, Projects Administrator Public Works Department, Transportation Project Management Section SUBJECT ***RESOLUTION - Approving the application for project funding from the San Joaquin River Conservancy and authorizing the Director of Public Works or Designee to accept project funds and execute all application and funding related documents with the San Joaquin River Conservancy on behalf of the City of Fresno for the construction of a Traffic Signal and Intersection Improvements at Audubon Drive and Del Mar Avenue (Council District 2) (Subject to Mayor’s Veto) RECOMMENDATION Staff recommends that the City Council adopt the resolution approving the application to the San Joaquin River Conservancy Project Funding Program seeking up to $1,200,000 for the construction of a traffic signal and intersection improvements at Audubon Drive and Del Mar Avenue, and authorize the Director of Public Works, or designee(s), as a representative(s) of the City of Fresno to conduct negotiations, execute, submit, and sign all documents including but not limited to applications, agreements, amendments, payment requests, and other documents which may be necessary for the completion of the proposed project. EXECUTIVE SUMMARY The approval of the San Joaquin River Conservancy project funding agreement will allow the City of Fresno to fund construction of the traffic signal and intersection improvements at Audubon Drive and Del Mar Avenue. The construction of this project would comply with the required mitigation measures identified in the Final Environmental Impact Report for the River West Eaton Trail Extension Project. The engineering design is currently underway by Public Works staff for the traffic signal and intersection improvements at Audubon Drive and Del Mar Avenue. The project will be ready to bid and award a construction contract upon approval of the grant funding for construction. BACKGROUND City of Fresno Printed on 4/21/2023Page 1 of 3 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT R. 2023-129 APPROVED ON CONSENT File #:ID 23-573 Agenda Date:4/27/2023 Agenda #: 1.-W. In 2018,the San Joaquin River Conservancy updated the San Joaquin River Parkway Interim Master Plan (Master Plan)that was originally adopted in 1997.The updated Master Plan describes public access and recreational improvements along a 22-mile stretch of the San Joaquin River between Friant Dam and State Route 99.This update provided a plan to guide future improvements that would improve public access and recreational facilities in the area located along the south side of the San Joaquin River just north of the Palm Bluffs,between State Route 41 and Spano Park,near the intersection of Palm Avenue and Nees Avenue within Fresno City limits.The River West Eaton Trail Extension will provide increased public access to the river for residents of nearby disadvantaged communities,and for residents of the City of Fresno by extending the existing Lewis S.Eaton Trail from Woodward Park westward under State Route 41 and downstream along the San Joaquin River for about 2.4 miles and creating designated access points with parking areas at the following three locations spread throughout the project site: ·State Route 41 and Perrin Avenue ·Spano Park (near the intersection of Palm and Nees Avenues) ·Riverview Drive (near the intersection of Audubon Drive and Del Mar Avenue) The design will create parking for 105 vehicles and 3 horse trailers and create a school bus drop off location along with new restrooms,park benches,approximately 3.0 miles of multiuse trails,and 2 viewing areas.The proposed design elements will generate opportunities for the public to engage in a variety of activities such as walking,jogging,trail running,biking,horseback riding,fishing,and wildlife viewing. As part of the Final Environmental Impact Report prepared for the project,a traffic signal at the intersection of Audubon Drive and Del Mar Avenue was identified as a mitigation measure to improve public safety efforts and reduce traffic impacts to the area.The engineering design for the project is underway and currently being prepared by the Public Works Design Section staff progressing to final construction documents.Public Works staff has applied for project funding from the San Joaquin River Conservancy for the construction costs of the traffic signal.The Resolution prepared requests approving the application for the project funds and authorizing the Director of Public Works or Designee to accept project funds and execute all application and funding related documents. The City Attorney’s Office has reviewed and approved the resolution as to form. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 this action is not a “project.” LOCAL PREFERENCE Local preference was not implemented as this item does not involve the bid or award of a construction or services contract. FISCAL IMPACT The project is located within Council District 2.This request will have no impact to the General Fund,City of Fresno Printed on 4/21/2023Page 2 of 3 powered by Legistar™ File #:ID 23-573 Agenda Date:4/27/2023 Agenda #: 1.-W. The project is located within Council District 2.This request will have no impact to the General Fund, as the funds will provide up to $1,200,000.If awarded,the proposed funding will be reflected through appropriations included in the proposed Fiscal Year 2024 budget. Attachments: Vicinity Map Resolution City of Fresno Printed on 4/21/2023Page 3 of 3 powered by Legistar™ Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague AUDUBON DRIVE AND DEL MAR AVENUE TRAFFIC SIGNAL N 01.530.75 Miles DEPARTMENT OF PUBLIC WORKS VICINITY MAP Project ID: PW01020 Council District: 2 Audubon Drive and Del Mar Avenue Traffic Signal 1 of 3 Date Adopted: Date Approved: Effective Date: City Attorney Approval: ______ Resolution No. ____________ RESOLUTION NO. ____________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, APPROVING THE APPLICATION FOR PROJECT FUNDING FROM THE SAN JOAQUIN RIVER CONSERVANCY AND AUTHORIZING THE DIRECTOR OF PUBLIC WORKS OR DESIGNEE TO ACCEPT PROJECT FUNDS AND EXECUTE ALL APPLICATION AND FUNDING RELATED DOCUMENTS WITH THE SAN JOAQUIN RIVER CONSERVANCY ON BEHALF OF THE CITY OF FRESNO FOR THE CONSTRUCTION OF A TRAFFIC SIGNAL AND INTERSECTION IMPROVEMENTS AT AUDUBON DRIVE AND DEL MAR AVENUE WHEREAS, funds were made available to the San Joaquin River Conservancy Board (SJRC Board) through SB 170, an amendment to the Budget Act of 2021 for climate resilience, wildfire prevention, community access, and natural resource protection; and WHEREAS, the Department of Public Works submitted a funding application to the SJRC seeking funding for the construction of a Traffic Signal and Intersection Improvements at Audubon Drive and Del Mar Avenue (Project); and WHEREAS, the City of Fresno intends to construct a traffic signal with protected turn movements for vehicular and bicycle traffic and protected accessible sidewalks; and WHEREAS, the Project would comply with the mitigation measures set forth in the Final Environmental Impact Report for the River West Eaton Trail Extension Project (River West Trail Project) to assist in reducing the traffic impacts to less than significant levels with the development of the River West Trail Project, specifically for the Riverview Drive Access Point, and improve public safety efforts with improvements that reduce the potential for vehicle accidents against pedestrian and bicycle traffic; and 2 of 3 WHEREAS, the Department of Public Works was informed that the SJRC Technical Advisory Committee is recommending approval of the Project proposal for funding by the SJRC Board. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. Council approves the filing of an application for funding from the San Joaquin River Conservancy for the Traffic Signal and Intersection Improvements at Audubon Drive and Del Mar Avenue (Project); and 2. Council certifies that said Applicant will comply with all federal, state and local environmental, public health, and other appropriate laws and regulations applicable to the Project; and 3. Council further commits to the terms and conditions specified in the funding agreement; and 4. The Director of Public Works, or designee(s), is appointed as a representative(s) of the City of Fresno to conduct negotiations, execute, submit and sign all documents including but not limited to funding applications, funding agreements, amendments, payment requests, and other documents which may be necessary for the completion of the proposed project. 5.This resolution shall be effective upon final approval. 3 of 3 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Jennifer M. Quintanilla Date Senior Deputy City Attorney City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-463 Agenda Date:4/27/2023 Agenda #: 1.-X. EREPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:RANDALL W. MORRISON, PE, Assistant Director Public Works Department, Engineering Division NANCY BRUNO, Supervising Real Estate Agent Public Works Department, Real Estate Services SUBJECT Actions pertaining to the disposal of vacated roadway properties associated with the State Route 99 Realignment Project (Council District 3): 1. ***RESOLUTION - Declaring a portion of the southeast corner of North Parkway Drive and West Shields Avenue; a portion of North Parkway Drive, north of West Weldon Avenue; and a portion of North Marks Avenue, north of the Marks-Shields Connector to be exempt surplus land (Subject to Mayor’s Veto) 2. RESOLUTION - Finding Good Cause and Clear and Convincing Benefit to the Public pursuant to Fresno Municipal Code section 4-204, relating to the Disposition of Real Surplus Property being a portion of the southeast corner of North Parkway Drive and West Shields Avenue; a portion of North Parkway Drive, north of West Weldon Avenue; and a portion of North Marks Avenue, north of the Marks-Shields Connector (Requires 5 Affirmative Votes) 3. Approve the execution of the Property Transfer Agreement and authorize the Public Works Director or designee to execute the Property Transfer Agreement and associated Grant Deeds with Caltrans for the transfer of the Subject Properties RECOMMENDATIONS Staff recommends that the City Council 1) adopt the Resolution, declaring portions of City owned, undeveloped parcels located at a) the southeast corner of North Parkway Drive and West Shields Avenue, b) North Parkway Drive, north of West Weldon Avenue, and c) North Marks Avenue, north of the Marks-Shields Connector to be exempt surplus land pursuant to California Government Code Section 54221 (f)(1)(D); 2) adopt the Resolution, finding Good Cause and Clear and Convincing Benefit to the Public pursuant to Fresno Municipal Code section 4-204, relating to the Disposition of Real Surplus Property being a portion of the southeast corner of North Parkway Drive and West Shields Avenue; a portion of North Parkway Drive, north of West Weldon Avenue; and a portion of North Marks Avenue, north of the Marks-Shields Connector; and 3) approve the execution of the Property Transfer Agreement with Caltrans in substantially the form presented subject to final approval as to form by the City Attorney’s office and authorize the Public Works Director or designee City of Fresno Printed on 4/21/2023Page 1 of 4 powered by Legistar™ 04-27-2023 MA/MK 6-0 LC ABSENT AS AMENDED R. 2023-130, R. 2023-131 File #:ID 23-463 Agenda Date:4/27/2023 Agenda #: 1.-X. approval as to form by the City Attorney’s office and authorize the Public Works Director or designee to execute the Property Transfer Agreement and associated Grant Deeds with Caltrans for the transfer of the Subject Properties. EXECUTIVE SUMMARY The City owns portions of undeveloped land at a)the southeast corner of North Parkway Drive and West Shields Avenue (15,322 square feet),b)North Parkway Drive,north of West Weldon Avenue (26,440 square feet),and c)North Marks Avenue,north of the Marks-Shields Connector (12,632 square feet).These portions were acquired by the City in fee through relinquishment from the State of California on January 2,1990,specifically for use as city streets.The portions of these parcels no longer function as public streets due to their non-standard shape as a result of the realignment of State Route 99 (SR 99).As part of the SR 99 Realignment Project,the State secured replacement right-of-way for the new street segments needed to reconnect the local network,with the intent that these remnant parcels would go back to the State upon completion of the project.These portions were declared to be vacated by the Council through Resolution 2023-004 on January 5,2023, recorded January 26,2023,Fresno County Recorder document number 2023-0007344.These public street remnant areas proposed to be exempt surplus land,will be disposed of back to Caltrans by the City in accordance with the Surplus Land Act.Adoption of the attached Resolutions will allow for the subject properties to be transferred to Caltrans,pursuant to the attached transfer agreement,as originally coordinated through the SR 99 Realignment Project. BACKGROUND The California High-Speed Rail Authority railway construction required a segment of State Route (SR)99 to be realigned from West Ashlan Avenue to West Weldon Avenue.SR 99 has been realigned to the west.This realignment has created excess public street remnants.These remnants no longer function as public streets due to their non-standard shape as a result of the realignment of SR 99.Many City streets were realigned and reconnected to the local network to reduce impacts. Caltrans purchased replacement right-of-way for the reconfiguration of the local network,with the intent that the remnant properties would go back to Caltrans for disposal.These public street remnant areas proposed to be exempt surplus land,will be disposed of back to Caltrans by the City in accordance with the Surplus Land Act.Caltrans also owns other properties adjacent to the subject remnants,which will allow Caltrans to merge these parcels into larger more marketable and developable parcels. The Public Works Engineering Division,other City departments and utility agencies have reviewed the proposed exempt surplus land and determined that the public street right-of-way proposed for exempt surplus land is unnecessary for present or prospective public street purposes as described in the attached Exhibits “A1 through A3” and as depicted on Exhibits “B1 through B3.” The City Attorney’s Office has reviewed and approved the attached Resolutions and Property Transfer agreement as to form.Staff recommends the Council approve the transfer agreement in substantially the form attached.Upon approval by the Council the agreement will be executed on behalf of the City by the Public Works Director.The exempt surplus land,if approved by the Council, will become effective when the exempt surplus land resolution is recorded in the office of the Fresno County Recorder. City of Fresno Printed on 4/21/2023Page 2 of 4 powered by Legistar™ File #:ID 23-463 Agenda Date:4/27/2023 Agenda #: 1.-X. ENVIRONMENTAL FINDINGS The Council adopted the findings of Categorical Exemption per staff determination January 5, 2023. Staff has performed preliminary environmental assessments of this project and has determined this project is exempt under Sections 15301/Class 1 (Existing Facilities) and 15305/Class 5 (Minor Alteration in Land Use Limitations) of the California Environmental Quality Act (CEQA) Guidelines as follows: Section 15301 (Class 1/Existing Facilities) of the CEQA Guidelines exempts from the provisions of CEQA, projects consisting of the operation, repair, maintenance, permitting, leasing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency’s determination. Examples include but are not limited to: Existing facilities of both investor and publicly owned utilities used to provide electric power, natural gas, sewerage, or other public utility services; and, existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilities (this includes road grading for the purpose of public safety). This project is removing existing street improvements and replacing them by constructing new street improvements and not altering the land use. Section 15305 (Class 5/Minor Alteration in Land Use Limitations) of the CEQA Guidelines exempts from the provisions of CEQA, projects consisting of minor alterations in land use limitations in areas with an average slope of less than 20%, which do not result in any changes in land use or density, including but not limited to minor lot line adjustments not resulting in the creation of any new parcel. This project is removing existing street improvements and replacing them by constructing new street improvements and not altering the land use. The proposed exempt surplus land of the above-described parcels meets the criteria noted above. There is no substantial evidence in the record that any of the exceptions to these Categorical Exemptions, set forth in CEQA Guidelines, Section 15300.2 apply to this project. Therefore, no adverse environmental impacts will occur as a result of the proposed project. LOCAL PREFERENCE Local preference was not considered because this Agreement does not include a bid or award of a construction or services contract. FISCAL IMPACT This project is located in Council District 3 and will not impact the General Fund. All costs associated with the disposal of these properties are reimbursable under the funding agreement between the City and the California High Speed Rail Authority. Attachment(s): Vicinity Map City of Fresno Printed on 4/21/2023Page 3 of 4 powered by Legistar™ File #:ID 23-463 Agenda Date:4/27/2023 Agenda #: 1.-X. Location Map Resolution Declaring Surplus Land Exempt Resolution to Vary from RFP Process Property Transfer Agreement City of Fresno Printed on 4/21/2023Page 4 of 4 powered by Legistar™ Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague PROJECT SITE N 01.530.75 Miles DEPARTMENT OF PUBLIC WORKS VICINITY MAP Project ID: PW00663 Council District: 3 SOUTHEAST CORNER OF NORTH PARKWAY DR AND WEST SHIELDS AVE; NORTH PARKWAY DR, NORTH OF WEST WELDON AVE; NORTH MARKS AVE, NORTH OF THE MARKS- SHIELDS CONNECTOR TO BE EXEMPT SURPLUS LAND 9 9 Ofr p 9 9 Ofr p S B 9 9 S R S B 9 9 S R N B 9 9 S R N B 9 9 S R W Clinton AveW Clinton Ave N We b e r A v e N We b e r A v e N Marks AveN Marks AveN G o l d e n S t a t e B l v d N G o l d e n S t a t e B l v d AlyAly 99 Onrp 99 Onrp W McKinley AveW McKinley Ave W Princeton AveW Princeton Ave N Carol AveN Carol AveN Lead AveN Lead AveW Shields Ave W Shields Ave N Feland AveN Feland AveN Hughes AveN Hughes AveN Lafayette AveN Lafayette AveN Woodson AveN Woodson AveN Pleasant AveN Pleasant AveW Simpson AveW Simpson Ave W Cornell AveW Cornell Ave W Weldon AveW Weldon Ave N P a r k wa y D r N P a r k w a y D r W Michigan AveW Michigan Ave W Andrews AveW Andrews Ave N Hulbert AveN Hulbert AveW Vassar AveW Vassar Ave N Briarwood AveN Briarwood AveN Hulbert AveN Hulbert AveW McKinley AveW McKinley Ave 99 Ofrp99 OfrpN Hughes AveN Hughes AveNB 99 SRNB 99 SR9 9 Ofr p 9 9 O fr p AlyAlyW Shields AveW Shields Ave N Pleasant AveN Pleasant AveAlyAly W Shields AveW Shields Ave AlyAlyW Weldon AveW Weldon Ave Copyright nearmap 2015 LOCATION MAPN 0 0.085 0.170.0425 Miles DEPARTMENT OF PUBLIC WORKS SOUTHEAST CORNER OF NORTH PARKWAY DR AND WEST SHIELDS AVE; NORTH PARKWAY DR, NORTH OF WEST WELDON AVE; NORTH MARKS AVE, NORTH OF THE MARKS- SHIELDS CONNECTOR TO BE EXEMPT SURPLUS LAND Project ID: PW00663 Council District: 3 EXHIBIT "A1" Legal Description Proposed Street Vacation - a portion of N. Parkway Dr. Page 1 of 2 That portion of North Parkway Drive in Section 25, Township 13 South, Range 19 East, Mount Diablo Meridian and Base Line, more particularly described as follows: COMMENCING at the Northeast corner of said Section 25, said corner being found as a 4-inch iron pipe filled with concrete, per Corner Record No. 2438, filed in the Fresno County Surveyor's Office; THENCE (1) along the North line of the Northeast quarter of said Section 25, North 89°42'54" West, 657.06 feet to the southwesterly right-of-way boundary of State Route 99; THENCE along said southwesterly right-of-way boundary, the following courses: (2) South 41 °03'36" East, 121.22 feet; (3) South 14°43'56" East, 12. 79 feet; (4) South 22°53'37" East, 92.70 feet to the northeasterly right-of-way line of North Parkway Drive; THENCE (5) along said northeasterly right-of-way line, South 22°53'37" East, 38.25 feet to the TRUE POINT OF BEGINNING; THENCE (6) continuing South 22 °53'37" East, 252.35 feet to the beginning of a non tangent curve concave northeasterly, to which a .radial line bears South 54°19'48" West, having a radius of 769.95 feet and a central angle of 06 °10'11"; THENCE (7) southeasterly along said curve, an arc distance of 82.91 feet; THENCE (8) North 43°09'56" West, 26.31 feet to the beginning of a tangent curve concave southwesterly, having a radius of 847.50 feet and a central angle of 15°55'46"; THENCE (9) northwesterly along last said curve, an arc distance of 235.62 feet; THENCE (10) North 59°05'42" West, 27.78 feet; THENCE (11) North 14°05'37" West, 17.71 feet; THENCE (12) North 30°54'19" East, 40.33 feet to the beginning of a tangent curve concave southeasterly, having a radius of 42.00 feet and a central angle of 42°26'36"; THENCE (13) northeasterly along last said curve, an arc distance of 31.11 feet to the beginning of a reverse curve concave northwesterly, having a radius of 48.00 feet and a central angle of 73°08'01 "; EXHIBIT "A1" Legal Description Proposed Street Vacation - a portion of N. Parkway Dr. Page 2 of 2 THENCE (14) northeasterly along last said curve, an arc distance of 61.27 feet to the TRUE POINT OF BEGINNING Containing 0.35 acre, more or less. The bearings and distances used in this description are on the California Coordinate System of 1983, Epoch 2007, Zone 4. Divide distances by 0.99993543 to obtain ground distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. Date February 2, 2017 CITY OF FRESNO DATA TABLE NO, RADIUS DELTA/BEARING LEN/DIST L1 N 43°09'56" w 26.31 L2 N 59°05'42" w 27. 78 L3 N 14 °05'37" W 17. 71L4 N 30 °54'19" E 40.33 R1 s 54 °19'48"w C1 42.00 42 °26'36" 31.11 C2 48.00 73°08'01" 61 .27 C3 769.95 6 °10'11" 82.91 C4 769.95 7 °41 '48" 103.43 SECTION 24 ..LL.LL ..LL.LL ..LL.LL ..LL.LL ..LL.LL ..LL.LL EXHIBIT B1 T.13 S., R. 20 E., M.D. M. '-..'-.. SECTION/,, SECTION 30 ' 19 / SE COR SEC 24 13/19SCOTT McCAY MON. CONC FILL 4" PIPE CR #2438 FCR ..LL.LL ..LL.LL ..LL.LL ..LL.LL ..LL.LL ..LL.LL ..LL.LL UNION PACIFIC RAILROAD NO SCALE ..LL.LL ..L , , ; , , , , , , , , , ; , , , , , , , , , ; , , 7L , , ; , , , , , , , f,� ?,� Vi'i t ,q ; N?n , , , , ; , , , , , , , , , ; , , �:s., ,., / T. 13 S., R. 19 E., M. D. M. 1/, I). 0 'oOJ / SECTION 25 STATE HIGHWAY 99 11111111111111 N MARKS AVE INDICATES AREA PROPOSED TO BE VACATED (15322 S.F.) ACCESS PROHIBITED Coordinates and bearings ore on CCS 1983(2007) Zone 4. Distances and stationing ore grid distances. Divide by 0.99993543 to obtain ground distances. Al I distances ore in feet unless otherwise noted. EXHIBIT"A2" Legal Description Proposed Street Vacation - a portion of N. Parkway Dr. Page 1 of 1 That portion of North Parkway Drive in Section 30, Township 13 South, Range 20 East, Mount Diablo Meridian and Base Line, more particularly described as follows: COMMENCING at the South quarter-section corner of said Section 30, said corner marked by a 5/8" rebar tagged "RCE 12739" per Corner Record No. 1189 filed in the Fresno County Surveyor's Office; THENCE (1) along the South line of the Southwest quarter of said Section 30, North 89 °34'31" West, 627.07 feet; THENCE (2) North 00°25'29" East, 1389.04 feet to a point on the West line of Lot 36 of Highway Heights, according to the map thereof recorded in Book 9, Page 38 of Record of Surveys, Fresno County Records; THENCE (3) along said West line and its northerly prolongation, North 00°33'52" East, 180.43 feet to the TRUE POINT OF BEGINNING; THENCE (4) continuing North 00°33'52" East, 116.85 feet to the southwesterly right-of-way boundary of existing State Route 99; THENCE along said southwesterly right-of-way boundary, the following courses: (5)South 39°37'00" East, 164.96 feet; (6) South 31 °36'26" East, 27 4.65 feet to the beginning of a non-tangent curve concave southwesterly, to which a radial bears North 58 °23'34" East, having a radius of 132.00 feet and a central angle of 58°01 '23"; THENCE (7) northwesterly along said curve, an arc distance of 133.68 feet to a point of tangency; THENCE (8) North 89°37'49" West, 46.50 feet to the southwesterly right-of-way line of North Parkway Drive; THENCE (9) along last said southwesterly right-of-way line, North 26°59'38" West, 203.16 feet to the TRUE POINT OF BEGINNING. Containing 0.61 acre, more or less. The bearings and distances used in this description are on the California Coordinate System of 1983, Epoch 2007, Zone 4. Divide distances by 0.99993543 to obtain ground distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. Signature � f, � rofessional Land Surveyor Date April 6, 2017 ROEDJNG'S VJLLJ\ COLONY rll<DJ 2; PG /I 3-r OF �" J i:::I l ]7 N00°33'52"E 35.55 N 0 N -"' a, z 0 0 0 l,J l,J tn "?. rri l]1J.ELDON LLl }-, }-, LLl >-, -<r:: Lt.., -<r:: ...:_1 30.00 30.00 S 89°37'49" E Coordinates and bearings are on CCS 1 983( 2007) Zone 4. Distances and stationing are grid distances. Divide by 0.99993543 to obtain ground distances. Al I distances are in feet unless otherwise noted. � INDICATES AREA PROPOSED TO BE VACATED (26440 S.F .) I -"' l,J z 0 0 l,J l,J tn fTl EXHIBIT B2 OF FRESNO T.13 S., R. 20 E., M. D. M. SECTION 30 3b S) S) N89 °37'49"W V 0 a, <Xl I") 93.99 J\V.E S 89°37'49" E 127 .33 845.05 LOT 35 HIGHWAY HF" l G}-rf s r-11< DI 9 PG 38 COR. SEC. 30 FND 5/8 " rebar w tag RCE 12739 II I I I I I ACCESS PROHIBITED PER C ":::J_ NO 1189 ________ a.;.N8""9'-0-"'-34' _3 __ 1 __ "w _____________ 627 .07 1 /4 SEC. LINE tn fTl EXHIBIT "A3" Legal Description Proposed Street Vacation - a portion of N. Marks Ave. Page 1 of 2 That portion of North Marks Avenue in Section 25, Township 13 South, Range 19 East, Mount Diablo Meridian and Base Line, and in Section 30, Township 13 South, Range 20 East, Mount Diablo Meridian and Base Line, more particularly described as follows: COMMENCING at the Northeast corner of said Section 25, said corner being found as a 4- inch iron pipe filled in concrete, per Corner Record No. 2438, filed in the Fresno County Surveyor's Office; THENCE (1) along the East line of the Northeast quarter of said Section 25, South 00°17'11" West, 7 46.66 feet; THENCE (2) North 41 °03'27" West, 43.39 feet to the northwesterly line of the land described in a deed to Central Valley R.V. Outlet, L.L.C., a California Limited Liability Company, recorded November 13, 2009 as Document No. 2009-0156466, Official Records of Fresno County; THENCE (3) along said northwesterly line, South 49°22'24" West, 2.08 feet to a point on the West line of the land described in said deed, said point being the TRUE POINT OF BEGINNING; THENCE (4) along said West line, South 00 °16'23" West, 195.97 feet to a point on the southerly boundary of the land described in said deed, last said point being the beginning of a non-tangent curve concave westerly, to which a radial line bears North 61 °34'15" East, having a radius of 655.00 feet and a central angle of 14 °30'04"; THENCE (5) along said southerly boundary, southerly along said curve, an arc distance of 165. 77 feet to the West line of Lot 108 of Roeding's Villa Colony, according to the map thereof recorded in Book 2, Page 43 of Record of Surveys, Fresno County Records; THENCE (6) along last said West line, South 00 °17'21" West, 60.24 feet to the beginning of a non-tangent curve concave southwesterly, to which a radial line bears North 78°23'36" East, having a radius of 847.50 feet and a central angle of 31 °33'31"; THENCE (7) northwesterly along said curve, an arc distance of 466.80 feet to a point of tangency; THENCE (8) North 43°09'56" West, 78.46 feet to the southwesterly line of the land described in a deed to the State of California, recorded February 28, 2014 as Document No. 2014- 0024555, Official Records of Fresno County; THENCE (9) along said southwesterly line, South 43 °13'56" East, 153.82 feet to the South line of the land described in last said deed; THENCE (10) along said South line, South 89 °43'38" East, 38.21 feet to the southeasterly line of the land described in last said deed; EXHIBIT "A3" Legal Description Proposed Street Vacation - a portion of N. Marks Ave. Page 2 of 2 THENCE (11) along said southeasterly line, North 48°35'06" East, 84.85 feet to the TRUE POINT OF BEGINNING. Containing 0.29 acre, more or less. The bearings and distances used in this description are on the California Coordinate System of 1983, Epoch 2007, Zone 4. Divide distances by 0.99993543 to obtain ground distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. Signature � f;_, �A Pfesslonal Land Surveyor Date May 1, 2017 CITY OF FRESNO Coordinotes and bearings are on CCS 1983(2007) Zone 4. Distances and stationing are grid distances. Divide by 0.99993543 to obtain ground distances. Al I distances are in feet unless otherwise noted. INDICATES AREA PROPOSED TO BE VACATED (0.29 AC.) 1111111 ACCESS PROHIBITED U)_ M 0 � 1---l 0 z l\J C)l - EXHIBIT B3 z ::0 II f/ i0 < )>, :::::J X CJ) r CD :r l'l l-tJ CJ) 0 0 z z l'l 0 --:. 0 :::::J DEED TO STATE OF CALIFORNIA, RECORDED 2/28/14, AS DOCUMENT ... 0 0 t,J "' ""'! ::e No. 2014-0024555, � O.R.F.C. � 00 <D VI ::0 r--< ::0 McKAY MON NE CORNER SEC 25 T.13, R.19 E PER CR #2438 0 0 t,J "' ""'! rr, ID %w "" w '--..:::a-DEED TO CENTRAL VALLEY UJ. ·---.fiJ ,,,, e,.,' 7. l .5" j O<iio/·- WEST LINE OF LOT 108 REODING'S VILLA COLONY BK. 2, PG. 43 OF RS T.13 SECTION S., R. 20 z ... 0 0 t,J "' .... ::e N 0 <D 0 N 30 R.V. OUTLET L.L.C., RECORDED NOVEMBER 1 3, 2009, AS DOCUMENTNo. 2009-0156466, OFFICIALRECORDS OF FRESNOCOUNTY . NO SCALE E., M. D. M. -...[} -...[} 1 PROPERTY TRANSFER AGREEMENT This AGREEMENT, effective on ______________, 2023, is between the City of Fresno, a California municipal corporation referred hereinafter as the CITY, and the State of California, acting through its Department of Transportation, referred to as CALTRANS. RECITALS 1. The CITY and CALTRANS, agree to a Property Transfer Agreement as the State is allowed to have jurisdiction and maintenance over any public street, or portion thereof, which is within the boundaries of a state highway. 2. The CITY intends to transfer to CALTRANS a portion of the southeast corner of North Parkway Drive and West Shields Avenue, a portion of North Parkway Drive, north of West Weldon Avenue, and a portion of North Marks Avenue, north of the Marks-Shields Connector, as described and depicted on the attached exhibits hereto as Grant Deeds with accompanying exhibits numbered 2023-075, 2023-076, and 2023-077, which are all made a part of this agreement, referred to hereinafter as SUBJECT PROPERTIES. CALTRANS is willing to accept said SUBJECT PROPERTIES upon the duly authorized execution of the Agreement by the CITY and the CITY’s recording of the Grant Deeds, with the County Recorder’s Office. 3. The CITY and CALTRANS agree that the SUBJECT PROPERTIES are currently in a state of good repair. 4. The CITY and CALTRANS, collectively referred to as PARTIES, herein intend to define the terms and conditions under which the transfer of the SUBJECT PROPERTIES is to be accomplished. SECTION I CALTRANS AGREES: 1. To accept ownership, including all of the CITY’s current obligations, rights, title and interest in the SUBJECT PROPERTIES upon recordation of the Grant Deeds in the County Recorder’s Office and to thereafter operate, maintain, and be liable for the SUBJECT PROPERTIES at no additional cost to the CITY. 2. To accept the SUBJECT PROPERTIES in their current environmental condition and setting, including but not limited to, the exemptions under Sections 15301/Class 1 (Existing Facilities) and 15305/Class 5 (Minor Alteration in Land Use Limitations) of the California Environmental Quality Act (CEQA) Guidelines dated November 28, 2022. CALTRANS has received and reviewed copies of the above- referenced Environmental Assessment Numbers PW00663-SR99-01, PW00663-SR99- 02, AND PW00663-SR99-03. CALTRANS has received and reviewed copies of the above-referenced Environmental Assessments. Upon recordation of the Grant Deeds in 2 the County Recorder’s Office, the CITY will not be responsible for any present or future remediation of any hazardous materials (HCD). SECTION II CITY AGREES: 1. To submit the Grant Deeds to the County Recorder’s Office for recording upon approval of the disposition of the properties by the California Department of Housing and Community Development. 2. Upon CALTRANS’s specific request, to transfer to CALTRANS within 60 days of such request, copies of available the CITY’s records and files for the SUBJECT PROPERTIES, such as plans, survey data and right-of-way information. SECTION III IT IS MUTUALLY AGREED: 1. CALTRANS shall fully defend, indemnify and save harmless the CITY and all of its officers and employees from all claims, suits or actions related to environmental theories or assertions of liability, including but not limited to, claims or lawsuits related to the presence of hazardous materials as described in Environmental Assessment Numbers PW00663-SR99-01, PW00663-SR99-02, AND PW00663-SR99-03, provided that the actions, events, injuries, damages, or losses giving rise to any claims, suits or actions occurred on or arise after the date of the recordation of the Grant Deeds. 2. CALTRANS shall fully defend, indemnify and save harmless the CITY and all of its officers and employees from all claims, suits or actions related to environmental theories or assertions of liability, including, but not limited to, claims or lawsuits related to the presence of hazardous materials as described in Environmental Assessment Numbers PW00663-SR99-01, PW00663-SR99-02, AND PW00663-SR99-03, provided that the actions, events, injuries, damages, or losses giving rise to any claims, suits or actions occurred or arose before the date of recordation of the Grant Deeds 3. Neither the CITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority or jurisdiction conferred upon CALTRANS under this AGREEMENT. It is understood and agreed that CALTRANS, to the extent permitted by law, will defend, indemnify and save harmless the CITY and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub- contractors, and/or its agents under this AGREEMENT. 3 4. Neither CALTRANS nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by the CITY, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority or jurisdiction conferred upon the CITY under this AGREEMENT. It is understood and agreed that the CITY, to the extent permitted by law, will defend, indemnify and save harmless CALTRANS and all its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by the CITY, its contractors, sub-contractors, and/or its agents under this AGREEMENT. 5. No alteration of the terms of this AGREEMENT shall be valid unless made in writing and signed by the PARTIES hereto. No oral understanding or agreement not incorporated herein shall be binding on any of the PARTIES hereto. 6. This AGREEMENT shall terminate upon recordation of the Grant Deeds for the SUBJECT PROPERTIES in the County Recorder’s Office except for those provisions which relate to indemnification, ownership, operation, and maintenance, which shall remain in effect until terminated or modified in writing by mutual agreement. The information provided below indicates the primary contact information for each PARTY to this AGREEMENT. PARTIES will notify each other in writing of any personnel or location changes. Contact information changes do not require an amendment to this AGREEMENT. CITY OF FRESNO Project Manager: Alfredo Cervantes Phone Number: (559) 621-8719 E-mail: alfredo.cervantes@fresno.gov Billing Address: 2600 Fresno Street, Fresno, CA 93721 CALTRANS Project Manager: Harpreet Kooner Phone Number: (559) 383-5573 E-mail: harpreet.koonerr@dot.ca.gov PARTIES are empowered by the law to enter into this AGREEMENT and have delegated to the undersigned the authority to execute this AGREEMENT on behalf of the respective agencies and covenants to have followed all the necessary legal requirements to validly execute this AGREEMENT. This AGREEMENT may be executed and delivered in counterparts, and by each PARTY in a separate counterpart, each of which when so executed and delivered shall constitute an original and all of which taken together shall constitute one and the same instrument. 4 The PARTIES acknowledge that executed copies of this AGREEMENT may be exchanged by facsimile or email, and that such copies shall be deemed to be effective as originals. CITY OF FRESNO, a California municipal corporation By: Scott Mozier, PE, Director Public Works Department APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Angela M. Karst Date Senior Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Deputy Date STATE OF CALIFORNIA, DEPARTMENT OF TRANSPORTATION By: Name: Title: District Director (If corporation or LLC., Board Chair, Pres. or Vice Pres.) VERIFICATION OF FUNDS & AUTHORITY: By: Name: Title: District Budget Manager 5 INSERT GRANT DEEDS Recording Requested By: Public Works Department City of Fresno No Fee-Gov't. Code Sections 6103 and 27383 When Recorded, Mail To : Public Works Department City of Fresno 2600 Fresno Street Fresno, CA. 93721-3623 ATTN: Right-of-way Section SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED For a valuable consideration, receipt of which is hereby acknowledged, the CITY of FRESNO, a municipal corporation, GRANTOR, hereby GRANTS to the State of California, GRANTEE, all that certain real property situated in the City of Fresno, County of Fresno, State of California, more particularly described and shown as follows: See Exhibits “A” and “B”, which are attached and incorporated herein CITY of FRESNO, a municipal corporation By: _____________________________________ Date: ______________________ Georgeanne A. White, City Manager APPROVED AS TO FORM: ANDREW JANZ CITY ATTORNEY By: _______________________________ , Deputy Dated: ________________ 2023-076 PW00663 PLAT 2149 EXHIBIT"A" Legal Description Page 1 of 1 That portion of North Parkway Drive in Section 30, Township 13 South, Range 20 East, Mount Diablo Meridian and Base Line, more particularly described as follows: COMMENCING at the South quarter-section corner of said Section 30, said corner marked by a 5/8" rebar tagged "RCE 12739" per Corner Record No. 1189 filed in the Fresno County Surveyor's Office; THENCE (1) along the South line of the Southwest quarter of said Section 30, North 89°34'31" West, 627.07 feet; THENCE (2) North 00°25'29" East, 1389.04 feet to a point on the West line of Lot 36 of Highway Heights, according to the map thereof recorded in Book 9, Page 38 of Record of Surveys, Fresno County Records; THENCE (3) along said West line and its northerly prolongation, North 00°33'52" East, 180.43 feet to the TRUE POINT OF BEGINNING; THENCE (4) continuing North 00°33'52" East, 116.85 feet to the southwesterly right-of-way boundary of existing State Route 99; THENCE along said southwesterly right-of-way boundary, the following courses: (5) South 39°37'00" East, 164.96 feet; (6) South 31 °36'26" East, 27 4.65 feet to the beginning of a non-tangent curve concave southwesterly, to which a radial bears North 58°23'34" East, having a radius of 132.00 feet and a central angle of 58°01 '23"; THENCE (7) northwesterly along said curve, an arc distance of 133.68 feet to a point of tangency; THENCE (8) North 89°37'49" West, 46.50 feet to the southwesterly right-of-way line of North Parkway Drive; THENCE (9) along last said southwesterly right-of-way line, North 26°59'38" West, 203.16 feet to the TRUE POINT OF BEGINNING. Containing 0.61 acre, more or less. The bearings and distances used in this description are on the California Coordinate System of 1983, Epoch 2007, Zone 4. Divide distances by 0.99993543 to obtain ground distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. Signature � f, � rofessional Land Surveyor Date April 6, 2017 ROEDJNG'S VJLLJ\ COLONY rll<DJ 2; PG /I 3-r OF �" J i:::I l ]7 N00°33'52"E 35.55 N 0 N -"' a, z 0 0 0 l,J l,J tn "?. rri l]1J.ELDON LLl }-, }-, LLl >-, -<r:: Lt.., -<r:: ...:_1 30.00 30.00 S 89°37'49" E Coordinates and bearings are on CCS 1 983( 2007) Zone 4. Distances and stationing are grid distances. Divide by 0.99993543 to obtain ground distances. Al I distances are in feet unless otherwise noted. � INDICATES AREA PROPOSED TO BE VACATED (26440 S.F .) I -"' l,J z 0 0 l,J l,J tn fTl EXHIBIT B OF FRESNO T.13 S., R. 20 E., M. D. M. SECTION 30 3b S) S) N89 °37'49"W V 0 a, <Xl I") 93.99 J\V.E S 89°37'49" E 127 .33 845.05 LOT 35 HIGHWAY HF" l G}-rf s r-11< DI 9 PG 38 COR. SEC. 30 FND 5/8 " rebar w tag RCE 12739 II I I I I I ACCESS PROHIBITED PER C ":::J_ NO 1189 ________ a.;.N8""9'-0-"'-34' _3 __ 1 __ "w _____________ 627 .07 1 /4 SEC. LINE tn fTl Recording Requested By: Public Works Department City of Fresno No Fee-Gov't. Code Sections 6103 and 27383 When Recorded, Mail To : Public Works Department City of Fresno 2600 Fresno Street Fresno, CA. 93721-3623 ATTN: Right-of-way Section SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED For a valuable consideration, receipt of which is hereby acknowledged, the CITY of FRESNO, a municipal corporation, GRANTOR, hereby GRANTS to the State of California, GRANTEE, all that certain real property situated in the City of Fresno, County of Fresno, State of California, more particularly described and shown as follows: See Exhibits “A” and “B”, which are attached and incorporated herein CITY of FRESNO, a municipal corporation By: _____________________________________ Date: ______________________ Georgeanne A. White, City Manager APPROVED AS TO FORM: ANDREW JANZ CITY ATTORNEY By: _______________________________ , Deputy Dated: ________________ 2023-077 PW00663 PLAT 2149 EXHIBIT "A" Legal Description Page 1 of 2 That portion of North Marks Avenue in Section 25, Township 13 South, Range 19 East, Mount Diablo Meridian and Base Line, and in Section 30, Township 13 South, Range 20 East, Mount Diablo Meridian and Base Line, more particularly described as follows: COMMENCING at the Northeast corner of said Section 25, said corner being found as a 4- inch iron pipe filled in concrete, per Corner Record No. 2438, filed in the Fresno County Surveyor's Office; THENCE (1) along the East line of the Northeast quarter of said Section 25, South 00°17'11" West, 7 46.66 feet; THENCE (2) North 41 °03'27" West, 43.39 feet to the northwesterly line of the land described in a deed to Central Valley R.V. Outlet, L.L.C., a California Limited Liability Company, recorded November 13, 2009 as Document No. 2009-0156466, Official Records of Fresno County; THENCE (3) along said northwesterly line, South 49°22'24" West, 2.08 feet to a point on the West line of the land described in said deed, said point being the TRUE POINT OF BEGINNING; THENCE (4) along said West line, South 00°16'23" West, 195.97 feet to a point on the southerly boundary of the land described in said deed, last said point being the beginning of a non-tangent curve concave westerly, to which a radial line bears North 61 °34'15" East, having a radius of 655.00 feet and a central angle of 14 °30'04"; THENCE (5) along said southerly boundary, southerly along said curve, an arc distance of 165. 77 feet to the West line of Lot 108 of Roeding's Villa Colony, according to the map thereof recorded in Book 2, Page 43 of Record of Surveys, Fresno County Records; THENCE (6) along last said West line, South 00°17'21" West, 60.24 feet to the beginning of a non-tangent curve concave southwesterly, to which a radial line bears North 78°23'36" East, having a radius of 847.50 feet and a central angle of 31 °33'31"; THENCE (7) northwesterly along said curve, an arc distance of 466.80 feet to a point of tangency; THENCE (8) North 43°09'56" West, 78.46 feet to the southwesterly line of the land described in a deed to the State of California, recorded February 28, 2014 as Document No. 2014- 0024555, Official Records of Fresno County; THENCE (9) along said southwesterly line, South 43°13'56" East, 153.82 feet to the South line of the land described in last said deed; THENCE (10) along said South line, South 89°43'38" East, 38.21 feet to the southeasterly line of the land described in last said deed; EXHIBIT "A" Legal Description Proposed Street Vacation - a portion of N. Marks Ave. Page 2 of 2 THENCE (11) along said southeasterly line, North 48°35'06" East, 84.85 feet to the TRUE POINT OF BEGINNING. Containing 0.29 acre, more or less. The bearings and distances used in this description are on the California Coordinate System of 1983, Epoch 2007, Zone 4. Divide distances by 0.99993543 to obtain ground distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. Signature � f;_, �A Pfesslonal Land Surveyor Date May 1, 2017 CITY OF FRESNO Coordinotes and bearings are on CCS 1983(2007) Zone 4. Distances and stationing are grid distances. Divide by 0.99993543 to obtain ground distances. Al I distances are in feet unless otherwise noted. INDICATES AREA PROPOSED TO BE VACATED (0.29 AC.) 1111111 ACCESS PROHIBITED U)_ M 0 � 1---l 0 z l\J C)l - EXHIBIT B z ::0 II f/ i0 < )>, :::::J X CJ) r CD :r l'l l-tJ CJ) 0 0 z z l'l 0 --:. 0 :::::J DEED TO STATE OF CALIFORNIA, RECORDED 2/28/14, AS DOCUMENT ... 0 0 t,J "' ""'! ::e No. 2014-0024555, � O.R.F.C. � 00 <D VI ::0 r--< ::0 McKAY MON NE CORNER SEC 25 T.13, R.19 E PER CR #2438 0 0 t,J "' ""'! rr, ID %w "" w '--..:::a-DEED TO CENTRAL VALLEY UJ. ·---.fiJ ,,,, e,.,' 7. l .5" j O<iio/·- WEST LINE OF LOT 108 REODING'S VILLA COLONY BK. 2, PG. 43 OF RS T.13 SECTION S., R. 20 z ... 0 0 t,J "' .... ::e N 0 <D 0 N 30 R.V. OUTLET L.L.C., RECORDED NOVEMBER 1 3, 2009, AS DOCUMENTNo. 2009-0156466, OFFICIALRECORDS OF FRESNOCOUNTY . NO SCALE E., M. D. M. -...[} -...[} Recording Requested By: Public Works Department City of Fresno No Fee-Gov't. Code Sections 6103 and 27383 When Recorded, Mail To : Public Works Department City of Fresno 2600 Fresno Street Fresno, CA. 93721-3623 ATTN: Right-of-way Section SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED For a valuable consideration, receipt of which is hereby acknowledged, the CITY of FRESNO, a municipal corporation, GRANTOR, hereby GRANTS to the State of California, GRANTEE, all that certain real property situated in the City of Fresno, County of Fresno, State of California, more particularly described and shown as follows: See Exhibits “A” and “B”, which are attached and incorporated herein CITY of FRESNO, a municipal corporation By: _____________________________________ Date: ______________________ Georgeanne A. White, City Manager APPROVED AS TO FORM: ANDREW JANZ CITY ATTORNEY By: _______________________________ , Deputy Dated: ________________ 2023-075 PW00663 PLAT 2149 EXHIBIT "A" Legal Description Page 1 of 2 That portion of North Parkway Drive in Section 25, Township 13 South, Range 19 East, Mount Diablo Meridian and Base Line, more particularly described as follows: COMMENCING at the Northeast corner of said Section 25, said corner being found as a 4-inch iron pipe filled with concrete, per Corner Record No. 2438, filed in the Fresno County Surveyor's Office; THENCE (1) along the North line of the Northeast quarter of said Section 25, North 89° 42'54" West, 657.06 feet to the southwesterly right-of-way boundary of State Route 99; THENCE along said southwesterly right-of-way boundary, the following courses: (2) South 41 °03'36" East, 121.22 feet; (3) South 14°43'56" East, 12. 79 feet; (4) South 22°53'37" East, 92.70 feet to the northeasterly right-of-way line of North Parkway Drive; THENCE (5) along said northeasterly right-of-way line, South 22°53'37" East, 38.25 feet to the TRUE POINT OF BEGINNING; THENCE (6) continuing South 22°53'37" East, 252.35 feet to the beginning of a non tangent curve concave northeasterly, to which a .radial line bears South 54°19'48" West, having a radius of 769.95 feet and a central angle of 06°10'11"; THENCE (7) southeasterly along said curve, an arc distance of 82.91 feet; THENCE (8) North 43°09'56" West, 26.31 feet to the beginning of a tangent curve concave southwesterly, having a radius of 847.50 feet and a central angle of 15°55'46"; THENCE (9) northwesterly along last said curve, an arc distance of 235.62 feet; THENCE (10) North 59°05'42" West, 27.78 feet; THENCE (11) North 14°05'37" West, 17.71 feet; THENCE (12) North 30°54'19" East, 40.33 feet to the beginning of a tangent curve concave southeasterly, having a radius of 42.00 feet and a central angle of 42°26'36"; THENCE (13) northeasterly along last said curve, an arc distance of 31.11 feet to the beginning of a reverse curve concave northwesterly, having a radius of 48.00 feet and a central angle of 73°08'01 "; EXHIBIT "A" Legal Description Proposed Street Vacation - a portion of N. Parkway Dr. Page 2 of 2 THENCE (14) northeasterly along last said curve, an arc distance of 61.27 feet to the TRUE POINT OF BEGINNING Containing 0.35 acre, more or less. The bearings and distances used in this description are on the California Coordinate System of 1983, Epoch 2007, Zone 4. Divide distances by 0.99993543 to obtain ground distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. Date February 2, 2017 CITY OF FRESNO DATA TABLE NO, RADIUS DELTA/BEARING LEN/DIST L1 N 43°09'56" w 26.31 L2 N 59°05'42" w 27. 78 L3 N 14 °05'37" W 17. 71L4 N 30 °54'19" E 40.33 R1 s 54 °19'48"w C1 42.00 42 °26'36" 31.11 C2 48.00 73°08'01" 61 .27 C3 769.95 6 °10'11" 82.91 C4 769.95 7 °41 '48" 103.43 SECTION 24 ..LL.LL ..LL.LL ..LL.LL ..LL.LL ..LL.LL ..LL.LL EXHIBIT B T.13 S., R. 20 E., M.D. M. '-..'-.. SECTION/,, SECTION 30 ' 19 / SE COR SEC 24 13/19SCOTT McCAY MON. CONC FILL 4" PIPE CR #2438 FCR ..LL.LL ..LL.LL ..LL.LL ..LL.LL ..LL.LL ..LL.LL ..LL.LL UNION PACIFIC RAILROAD NO SCALE ..LL.LL ..L , , ; , , , , , , , , , ; , , , , , , , , , ; , , 7L , , ; , , , , , , , f,� ?,� Vi'i t ,q ; N?n , , , , ; , , , , , , , , , ; , , �:s., ,., / T. 13 S., R. 19 E., M. D. M. 1/, I). 0 'oOJ / SECTION 25 STATE HIGHWAY 99 11111111111111 N MARKS AVE INDICATES AREA PROPOSED TO BE VACATED (15322 S.F.) ACCESS PROHIBITED Coordinates and bearings ore on CCS 1983(2007) Zone 4. Distances and stationing ore grid distances. Divide by 0.99993543 to obtain ground distances. Al I distances ore in feet unless otherwise noted. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-647 Agenda Date:4/27/2023 Agenda #:1.-Y. REPORT TO THE CITY COUNCIL FROM:LUIS CHAVEZ, Councilmember District 5 SUBJECT A Resolution of the Council of the City of Fresno, California, Supporting a City contribution of funds to FCTC Senior, LP for the construction of water infrastructure necessary to meet fire suppression requirements, in an amount not to exceed $2,700,000, associated with the Fancher Creek Town Center Development and Affordable Housing project therein. RECOMMENDATION EXECUTIVE SUMMARY BACKGROUND ENVIRONMENTAL FINDINGS LOCAL PREFERENCE FISCAL IMPACT Attachment: City of Fresno Printed on 4/21/2023Page 1 of 1 powered by Legistar™ 04-27-2023 REMOVED-NO RETURN DATE City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-672 Agenda Date:4/27/2023 Agenda #: 1.-Z. REPORT TO THE CITY COUNCIL FROM:GARRY BREDEFELD, Councilmember District 6 ANNALISA PEREA, Vice President District 1 SUBJECT Bill (For Introduction) - Amending Chapter 9, Article 26 of the Fresno Municipal Code to add Section 9 -2610, “Sideshows, Street Races, and Reckless Driving Exhibitions,” prohibiting the knowing participation as a driver, passenger, or spectator in sideshows, street races, or reckless driving exhibitions. RECOMMENDATION [If more than one recommendation pluralize] EXECUTIVE SUMMARY [Brief, 1-2 paragraphs; information stated here must be expanded in Background section; clear and concise so anyone understands action being requested] BACKGROUND [Include: Any prior history; “City Attorney has reviewed and approved to form,” if applicable; source of funding; appropriate regulation summary information] ENVIRONMENTAL FINDINGS [Include CEQA findings or state N/A] LOCAL PREFERENCE [N/A due to State and Federal money; N/A because it is more than ½ of 1%; or yes, state why] FISCAL IMPACT City of Fresno Printed on 4/21/2023Page 1 of 2 powered by Legistar™ 04-27-2023 B-13 File #:ID 23-672 Agenda Date:4/27/2023 Agenda #: 1.-Z. [Funding source, clarify whether General Fund is or is not impacted; appropriation authority already approved or an AAR is attached; if appropriate explain impact on other projects or timing of funding from other agencies; future obligations] Attachment:[If more than one, pluralize] City of Fresno Printed on 4/21/2023Page 2 of 2 powered by Legistar™ 1 of 10 Date Adopted: Date Approved Effective Date: City Attorney Approval: ________ Ordinance No. BILL NO. ORDINANCE NO. ORDINANCE OF THE COUNCIL OF THE CITY OF FRESNO AMENDING CHAPTER 9, ARTICLE 26 OF THE FRESNO MUNICIPAL CODE TO ADD SECTION 9-2610, “SIDESHOWS, STREET RACES, AND RECKLESS DRIVING EXHIBITIONS,” PROHIBITING THE KNOWING PARTICIPATION AS A DRIVER, PASSENGER, OR SPECTATOR IN SIDESHOW, STREET RACES, OR RECKLESS DRIVING EXHIBITIONS WHEREAS, Sideshows, speed exhibitions, street racing, and other reckless driving activities performed for spectators pose a significant risk to public health and safety by endangering pedestrians, other motorists, and the surrounding community; and WHEREAS, the Council desires to specifically define sideshows, speed exhibition, street racing, reckless driving activities, and the manner in which parties participate in such activities; and WHEREAS, the Council further desires to prohibit the participation in the above activities either as a driver, passenger, or spectator by amending Chapter 9, Article 26 of the Fresno Municipal Code to add section 9-2610; and WHEREAS, adding Section 9-2610 to the Fresno Municipal Code is not a project for the purposes of the California Environmental Quality Act pursuant to CEQA Guidelines 15378 because local prohibition of an activity that is currently prohibited by the California Vehicle Code will not have a direct or reasonably foreseeable indirect impact on the environment; and TKB 2 of 10 WHEREAS, the Council finds that adoption of this ordinance is in the best interests of the City of Fresno. THE COUNCIL OF THE CITY OF FRESNO DOES ORDAIN AS FOLLOWS: SECTION 1. Chapter 9, Article 26, Section 9-2610 is added to the Fresno Municipal Code to read as follows: Section 9-2610 SIDESHOWS, STREET RACES, AND RECKLESS DRIVING EXHIBITIONS. (a) Definitions. For the purposes of this section, the following definitions shall apply: (1) "Off-street Parking Facility" is defined in subdivision (c) of California Vehicle Code Section 12500, as may be amended. (2) "Participant" means any individual driving a vehicle which is found to have engaged in a Reckless Driving Exhibition, as referred to in California Vehicle Code Section 23103. (3) "Passenger" means any individual riding in a vehicle which is found to have engaged in a Reckless Driving Exhibition or Sideshow, as referred to in California Vehicle Code Section 23103. (4) "Preparations" for any Sideshow, Street Race or Reckless Driving Exhibition include, but are not limited to, any of the following acts done for the purpose of a Side Show, Street Race or Reckless Driving Exhibition. (i) One or more motor vehicles and persons have arrived at a location on a public street or highway or in an Off- street Parking Facility for the purpose of participating in or 3 of 10 observing a Sideshow, Street Race or Reckless Driving Exhibition; and (ii) One or more persons have gathered on, or adjacent to, a public street or highway for the purpose of participating in or observing a Sideshow, Street Race or Reckless Driving Exhibition; and (iii) One or more persons have gathered in an Off- street Parking Facility for the purpose of participating in or observing a Sideshow, Street Race or Reckless Driving Exhibition; and (iv) One or more persons have impeded the free public use of a public street, highway, or Off-street Parking Facility by acts, words or physical barriers for the purpose of participating in or observing a Sideshow, Street Race or Reckless Driving Exhibition; and (v) One or more motor vehicles have lined up on a public street, highway, or Off-street Parking Facility with motors running for the purpose of participating in or observing a Sideshow, Street Race or Reckless Driving Exhibition; and (vi) One or more drivers are revving a motor vehicle's engine or causing the motor vehicle's tires to spin; or (vii) A person is standing or sitting in a location to act as a race starter. 4 of 10 (5) "Present" means a Spectator is within two hundred feet of the location of the Sideshow, Street Race or Reckless Driving Exhibition, or within two hundred feet of the site of the Preparations for either of these activities. (6) "Reckless Driving Exhibition" shall mean any exhibition of reckless driving referred to in California Vehicle Code Section 23103, as may be amended. (7) "Scene" shall mean the location of the Sideshow, Street Race or Reckless Driving Expedition or the location of the Preparations for the Sideshow, Street Race or Reckless Driving Expedition. (8) "Sideshow" shall mean any exhibition of reckless driving referred to in California Vehicle Code Section 23103, as may be amended. (9) "Spectator" shall mean any person who is present at a Sideshow, Street Race or Reckless Driving Exhibition, or the site of the Preparations for any of these activities, for the purpose of viewing, observing, watching, or witnessing the event as it progresses. A "Spectator" includes any person at the location of the event without regard to the means by which the person arrived. (10) "Street Race" means any motor vehicle speed contest or motor vehicle exhibition of speed referred to in subdivisions (a) 5 of 10 and (c) of California Vehicle Code Section 23109, as may be amended. (b) Prohibition on Participation. It shall be unlawful for any person to: (1) Intentionally participating as a driver at a Sideshow, Street Race or Reckless Driving Exhibition conducted on a public street or highway; or in an Off-street Parking Facility including parking garages. (2) Intentionally being present as a Passenger at a Sideshow, Street Race or Reckless Driving Exhibition conducted on a public street or highway or in an Off-street Parking Facility including parking garages. (3) Intentionally being present as a Spectator at a Sideshow, Street Race or Reckless Driving Exhibition conducted on a public street or highway or in an Off-street Parking Facility including parking garages. (4) Intentionally being present as a Spectator where Preparations are being made for a Sideshow, Street Race or Reckless Driving Exhibition conducted on a public street, highway, or in an Off-street Parking Facility including parking garages. (5) Nothing in this Chapter prohibits peace officers, medical professionals, firefighters or their agents who are acting in the course of their official duties from being Spectators at a 6 of 10 Sideshow, Street Race or Reckless Driving Exhibition or Spectators at the location of Preparations for any of these activities. (6) Nothing in this Chapter prohibits uninvolved innocent bystanders from reporting these activities. (7) Uninvolved innocent bystanders are not in violation of this ordinance even if they are within two hundred feet of these activities if they do not possess the requisite intent to Spectate, Street Race, participate in a Sideshow, or engage in Reckless Driving Exhibition. (c) Considerations relevant to a violation. In establishing a violation of subsection (b), the following may be considered to the extent permissible by applicable law: (1) Evidence of Prior Acts: (i) That the person charged has previously participated in or been a Spectator at a Sideshow, Street Race or Reckless Driving Exhibition; (ii) That the person charged has previously aided and abetted a Sideshow, Street Race, or Reckless Driving Exhibition; (iii) That the person charged has previously attended a Sideshow, Street Race, or Reckless Driving Exhibition; or 7 of 10 (iv) That the person charged was previously present at a location where Preparations were being made for a Sideshow, Street Race or Reckless Driving Exhibition, or where a Sideshow, Street Race or Reckless Driving Exhibition was in progress. (v) Evidence of these prior acts may be admissible, to the fullest extent permissible by law, to show the opportunity, intent, plan, knowledge, identity or the absence of mistake or accident, or propensity of the defendant to be present at or attend a Sideshow, Street Race, or Reckless Driving Exhibition if the prior act or acts occurred within three years of the presently charged offense. These prior acts may always be admissible to show knowledge on the part of the defendant that a Sideshow, Street Race or Reckless Driving Exhibition was taking place. (2) The time of day; (3) The nature and description of the Scene, including the number and configuration of traffic lanes; (4) The number of people at the Scene; (5) The location of the person charged in relation to any person or group of persons present at the Scene; (6) The number and descriptions of motor vehicles at the Scene; 8 of 10 (7) That the motor vehicles at the Scene have been modified or altered to increase power, handling, or visual appeal; (8) That the person charged drove or was transported to the Scene. (d) Prohibition on Promotion. (1) It shall be unlawful for any person to knowingly encourage, promote, instigate, assist, facilitate, aide, or abet the gathering of persons as Spectators at a Sideshow, Street Race or Reckless Driving Exhibition conducted on a public street or highway; or conducted on a public street or highway, or Off-street Parking facility including parking garages. (2) It shall be unlawful for any person to knowingly encourage, promote, instigate, assist, facilitate, aide, or abet the gathering of persons as Spectators where Preparations are being made for a Sideshow, Street Race or Reckless Driving Exhibition conducted on a public street or highway, or in an Off-street Parking Facility including parking garages. (e) Violations. (1) Any person who violates this Section is guilty of a misdemeanor subject to a maximum of six months in jail and a fine of $1,000.00, unless at the discretion of the City Attorney, the violation is reduced to an infraction. 9 of 10 (2) Any person who violates this Section or who aids in the violation of this Section is liable for the actual damages caused by said violation, in such amount as may be determined by a jury or a court sitting without a jury. SECTION 2. Severability. If any section, subsection, sentence, clause, phrase or word of this ordinance is for any reason held to be invalid and/or unconstitutional by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. SECTION 3. This ordinance shall become effective and in full force and effect at 12:01 a.m. on the thirty-first day after its final passage. 10 of 10 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing ordinance was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Talia Kolluri Date Assistant City Attorney City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-661 Agenda Date:4/27/2023 Agenda #: 1.-AA. REPORT TO THE CITY COUNCIL FROM:ANNALISA PEREA, Vice President District 1 SUBJECT ***RESOLUTION - Adopting a pilot program to incentivize job creation within portions of the Tower District located within Districts 1 and 3 and the portion of the area west of Highway 99 between Clinton Avenue and Shaw Avenue located within District 1. (Subject to Mayor’s Veto) RECOMMENDATION [If more than one recommendation pluralize] EXECUTIVE SUMMARY [Brief, 1-2 paragraphs; information stated here must be expanded in Background section; clear and concise so anyone understands action being requested] BACKGROUND [Include: Any prior history; “City Attorney has reviewed and approved to form,” if applicable; source of funding; appropriate regulation summary information] ENVIRONMENTAL FINDINGS [Include CEQA findings or state N/A] LOCAL PREFERENCE [N/A due to State and Federal money; N/A because it is more than ½ of 1%; or yes, state why] FISCAL IMPACT [Funding source, clarify whether General Fund is or is not impacted; appropriation authority already approved or an AAR is attached; if appropriate explain impact on other projects or timing of funding from other agencies; future obligations] Attachment: [If more than one, pluralize] City of Fresno Printed on 4/21/2023Page 1 of 1 powered by Legistar™ 04-27-2023 MOVED TO MAY 11, 2023 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-662 Agenda Date:4/27/2023 Agenda #: 1.-BB. REPORT TO THE CITY COUNCIL FROM:MIKE KARBASSI, Councilmember District 2 SUBJECT RESOLUTION - Amending the Council Communication Policy RECOMMENDATION [If more than one recommendation pluralize] EXECUTIVE SUMMARY [Brief, 1-2 paragraphs; information stated here must be expanded in Background section; clear and concise so anyone understands action being requested] BACKGROUND [Include: Any prior history; “City Attorney has reviewed and approved to form,” if applicable; source of funding; appropriate regulation summary information] ENVIRONMENTAL FINDINGS [Include CEQA findings or state N/A] LOCAL PREFERENCE [N/A due to State and Federal money; N/A because it is more than ½ of 1%; or yes, state why] FISCAL IMPACT [Funding source, clarify whether General Fund is or is not impacted; appropriation authority already approved or an AAR is attached; if appropriate explain impact on other projects or timing of funding from other agencies; future obligations] Attachment: [If more than one, pluralize] City of Fresno Printed on 4/21/2023Page 1 of 1 powered by Legistar™ 04-27-2023 REMOVED-NO RETURN DATE City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-689 Agenda Date:4/27/2023 Agenda #: 1.-CC. REPORT TO THE CITY COUNCIL FROM:JENNIFER CLARK, Director Planning and Development Department BY:PHIL SKEI, Assistant Director Planning and Development Department SUBJECT Actions pertaining to the State of California’s Homekey 3 Program and development of permanent affordable housing at 6507 North Polk Avenue (506-130-04) (District 2): 1. ***RESOLUTION - Authorizing joint application to and participation in the State of California’s Homekey 3 Program to sustain and rapidly expand housing for persons experiencing homelessness or at risk of homelessness and authorizing the City Manager or designee to sign all required implementing documents. (Subject to Mayor's Veto). 2. ***RESOLUTION - In support of future City Contribution of Funds for construction and development expenses associated with the project in an amount not to exceed $2,800,000 upon full award of Homekey 3 funding for Valley Teen Ranch’s Welcome Home project. (Subject to Mayor's Veto) RECOMMENDATION Staff recommends Council approve the resolution authorizing joint application with Valley Teen Ranch to the California Department of Housing and Community Development’s (HCD) Homekey 3 Program to sustain and rapidly expand housing for persons experiencing or at risk of homelessness and authorizing the City Manager to sign all required implementing documents; and approve the resolution declaring a commitment for a future City contribution of funds for construction and development expenses in an amount not to exceed $2,800,000, contingent upon full award of Homekey 3 funding for the Valley Teen Ranch’s Welcome Home Project. EXECUTIVE SUMMARY HCD has announced the availability of approximately $736 million through the Homekey Round 3 Notice of Funding Availability. Valley Teen Ranch has proposed to apply jointly with the City as Co- Applicants for up to $25,000,000 in financial assistance to develop permanent affordable housing for families and individuals experiencing or at risk of homelessness. If approved, Valley Teen Ranch will work with City staff to complete the application and administer the grant on behalf of the City. BACKGROUND City of Fresno Printed on 4/24/2023Page 1 of 3 powered by Legistar™ 04-27-2023 MA/AP 6-0 MK ABSENT R. 2023-109, R. 2023-110 APPROVED ON CONSENT File #:ID 23-689 Agenda Date:4/27/2023 Agenda #: 1.-CC. HCD has issued a Notice of Funding Availability,dated March 29,2023,announcing the availability of approximately $736 million of Homekey Program grant funding through Round 3.Homekey 3 builds on the success of Project Roomkey,as well as the first two rounds of Homekey,to continue a statewide effort to sustain and rapidly expand housing for persons experiencing homelessness or at risk of homelessness,and who are,thereby,disproportionately impacted by and at risk for medical diseases or conditions due to the COVID-19 pandemic and other communicable diseases. Of the $736 million in available Homekey 3 funding,$435 million is derived from the Coronavirus State Fiscal Recovery Fund (CSFRF)established by the federal American Rescue Plan Act of 2021 (ARPA)(Public Law 117-2)and $301 million is State General Fund.The $301 million in State General Fund money is intended to supplement the acquisition of,and to provide initial operating subsidies for,Homekey sites to promote project feasibility.Homekey 3 funding is available on a first-come,first- served basis until July 28,2023,or until the available funds are exhausted,whichever occurs first. Projects receiving an award from the state's direct allocation of the federal ARPA must expend the funds within eight months of the date of award.The portion of a project's award associated with State General Fund must be expended by June 30, 2026. Valley Teen Ranch has requested to apply jointly with the City for its proposed modular housing development project of 6507 North Polk Avenue providing permanent affordable housing for families and individuals experiencing or at risk of homelessness,including youth experiencing or at risk of homelessness.As the eligible entity,the City would be the Lead Applicant with the understanding that Valley Teen Ranch will work with City staff to complete the application.Valley Teen Ranch is a Fresno -Madera nonprofit organization with 40 years of experience serving as a foster family agency, providing adoption services,operating short-term residential therapeutic programs,and a transitional living home.Valley Teen Ranch’s vision is that all children,youth,young adults,and families will live and thrive in safe and healthy homes.Valley Teen Ranch has partnered with EA Family Services to develop the proposed Homekey project where they will blend the strength of their experience to serve as onsite supportive services providers.EA Family Services is a nonprofit corporation with over 30 years of experience in providing mental health support,transitional housing and other supportive services to youth and adults throughout Northern California and the Central Valley. The proposed Homekey 3 project will provide 96 units of affordable housing for qualified households who are experiencing or are at risk of homelessness.Approval of the resolutions will authorize submission of the joint application to HCD and declare a future funding commitment.Staff intends to return to council for authority to accept funding and to approve an MOU establishing the roles and responsibilities of the parties in administering the grant.EA Family Services will provide matching contributions to the Project for development and ongoing funding for operations. ENVIRONMENTAL FINDINGS This project is ministerially exempt from the California Environmental Quality Act (CEQA)pursuant to Assembly Bill 2162. LOCAL PREFERENCE Local preference is not applicable because of state funding. City of Fresno Printed on 4/24/2023Page 2 of 3 powered by Legistar™ File #:ID 23-689 Agenda Date:4/27/2023 Agenda #: 1.-CC. FISCAL IMPACT There is no impact on the City’s General Fund as a result of these actions. Attachments: Resolution - Application to HCD Homekey 3 Resolution - City Contribution of Funds to Homekey 3 Project Environmental Assessment No. P32-01302 City of Fresno Printed on 4/24/2023Page 3 of 3 powered by Legistar™ CITY OF FRESNO MINISTERIAL EXEMPTION ENVIRONMENTAL ASSESSMENT NO. P23-01302 THE PROJECT DESCRIBED HEREIN IS DETERMINED TO BE EXEMPT FROM THE PREPARATION OF ENVIRONMENTAL DOCUMENTS PURSUANT TO ARTICLE 19 OF THE STATE CEQA GUIDELINES. APPLICANT: Lorren Smith Harbour & Associates 389 Clovis Avenue, Suite 300 Clovis, CA 93612 PROJECT LOCATION: 6507 North Polk Avenue; Located on the southwest corner of West Sierra and North Polk Avenues (APN: 506-130-04S) PROJECT DESCRIPTION: Zone Clearance Application No. P23-01032 proposes the construction of a 96-unit affordable housing complex on a 3.99- acre property pursuant to AB 2162. The project will consist of four two-story residential buildings, community amenities including landscaping and laundry facilities, and a community center which will contain offices and classrooms. The subject property is zoned RM-2 (Multi-Family Residential, Urban Neighborhood). This project is exempt under Section 15268 (Ministerial Projects), of the California Environmental Quality Act (CEQA) Guidelines as follows: The project qualified for ministerial approval as a qualifying supportive housing project pursuant to Assembly Bill (AB) 2162 (Gov. Code Sec. 65650 et seq.). Ministerial projects approved by public agencies are not subject to the CEQA (Pub. Res. Code Sec. 21080(b)(1)). None of the project approvals require discretionary review subject to the CEQA, including Zone Clearance applications. Date: April 17, 2023 Submitted by: Chris Lang Supervising Planner City of Fresno Planning & Development Dept. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-617 Agenda Date:4/27/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:SANTINO DANISI, MBA, City Controller/Finance Director Finance Department BY:KALEB NEUFELD, Assistant City Controller Finance Department SUBJECT Tax Equity and Financial Responsibility Act (TEFRA) public hearing. TEFRA HEARING - To hear and consider information concerning the proposed issuance of tax-exempt bonds by California Enterprise Development Authority for the purpose of financing the acquisition, construction, installation and equipping of a healthcare facility located at 4615 & 4623 North First Street, Fresno, California 93726 (the Facility) and paying certain costs of issuance in connection with such financing by United Health Centers of the San Joaquin Valley. 1. ***RESOLUTION - Approving the issuance by the California Enterprise Development Authority of not to exceed $10,000,000 aggregate principal amount of the California Enterprise Development Authority’s Revenue Bonds for the purpose of financing the cost of developing, constructing, installing, equipping and furnishing of a facility for the benefit of United Health Centers of the San Joaquin Valley and other matters relating thereto (Subject to Mayor's veto). RECOMMENDATIONS Staff recommends that the Council first hold a Tax Equity and Financial Responsibility Act (TEFRA) public hearing and then, upon conclusion, adopt the accompanying Resolution approving the issuance of tax-exempt bonds (Bonds) by the California Enterprise Development Authority (Authority) on behalf of United Health Centers of the San Joaquin Valley (Applicant) in the aggregate principal amount not to exceed $10,000,000. EXECUTIVE SUMMARY The Applicant is seeking to obtain financing for the developing, constructing, installing, equipping and furnishing of a Facility (as defined below) which will serve as a health clinic. The new tax- exempt Bonds will be issued by the Authority. As the governing body of a jurisdiction in which the Facilities are located, the Council must hold a public hearing in accordance with Section 147(f) of the Internal Revenue Code for the purpose of receiving any public testimony regarding the project before it considers authorizing the Authority to issue bonds for this purpose. Should the City authorize the issuance of Bonds, the City would have no obligation or liability City of Fresno Printed on 4/21/2023Page 1 of 3 powered by Legistar™ 04-27-2023 MA/MK 7-0 R. 2023-132 File #:ID 23-617 Agenda Date:4/27/2023 Agenda #: associated with this facility or with these Bonds. BACKGROUND The City has received a request by the Applicant to hold a public hearing regarding a proposed issuance of Bonds for the purpose of (a)financing the acquisition,construction,installation and equipping of a healthcare facility located at 4615 &4623 North First Street,Fresno,California 93726 in Council District 4 (the Facility)and (b)paying certain costs of issuance in connection with such financing.The new tax-exempt bonds will be issued by the Authority in an amount not to exceed $10,000,000.Upon conclusion of the public hearing,the City is then requested to authorize the Authority to proceed with the issuance of the Bonds. Under the provisions of TEFRA as codified in Section 147(f)of the Internal Revenue Code,the City in which the proposed Facilities are located must (1)conduct a public hearing and (2) approve the Authority issuance of indebtedness in order to facilitate the financing.This notice of the public hearing was posted on the City’s website on April 12,2023.No testimony regarding this proposed issuance has been received as of today. The attached resolution,if approved by the Council,will provide authorization to the Authority to issue tax-exempt bonds on behalf of the Applicant in an amount not to exceed $10,000,000.The Bonds will not constitute a debt or liability to the City. Incorporated in 1971,the Applicant is a private nonprofit organization that provides comprehensive medical,dental and community health services to the medically underserved in the central San Joaquin Valley.The Applicant is licensed by the State of California as a community health center,and the Federal and State governments have designated the Applicant as a Federally Qualified Health Center.The Applicant is staffed by a comprehensive team of over 400 health professionals,who serve over 190,000 patients a year in the Central San Joaquin Valley.The agricultural economy of the San Joaquin Valley depends heavily on a farm labor force,which is made up primarily of local agricultural and farm workers.During the peak harvest season,migrant workers from throughout the Southwestern United States come to assist in the harvesting of a variety of fruits and vegetables.The Applicant primarily serves these farmers and workers,and their families.To that end,the Applicant desires to expand its services in the City by renovating two health clinics. The Authority is a joint powers authority established by the California Association for Local Economic Development whose purpose is to issue tax-exempt and taxable conduit revenue bonds to fund commercial and industrial development projects within member jurisdictions. Federal and state laws provide the ability for cities and counties to join together under cooperative agreements to form joint powers authorities to issue tax-exempt and taxable bonds to fund projects that provide a public benefit and serve the needs of residents within the jurisdictions of the participating members.Cities and counties in California utilize joint powers authorities primarily for economies of scale,to access specialized transaction knowledge and resources, and to avoid using valuable local staff time on these types of transactions. ENVIRONMENTAL FINDINGS Pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15378, this item is not a project for the purposes of CEQA. City of Fresno Printed on 4/21/2023Page 2 of 3 powered by Legistar™ File #:ID 23-617 Agenda Date:4/27/2023 Agenda #: LOCAL PREFERENCE Local preference was not considered because this resolution does not include a bid or award of a construction or service contract. FISCAL IMPACT The Bonds will not constitute an indebtedness or obligation of and will not involve a pledge of the good faith and credit of the City.The Bonds will be limited obligations of the Authority payable only from loan repayments to be made to it from certain funds and accounts established by or pursuant to the bond indenture(s)under which the Bonds will be issued.The Authority has no taxing power.The issuance of the Bonds will not obligate the State of California or any political subdivision of the State to levy or pledge any form of taxation for the Bonds or to make any appropriation for the payment of the Bonds. Attachment:Resolution City of Fresno Printed on 4/21/2023Page 3 of 3 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-640 Agenda Date:4/27/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:HENRY THOMPSON, Director of Aviation Airports Department SUBJECT Actions pertaining to the City of Fresno Airport Revenue Bonds: 1. TEFRA HEARING - Tax Equity and Fiscal Responsibility Act (TEFRA) to hear and consider information concerning the proposed issuance of tax-exempt bonds by the City of Fresno of exempt facility bonds for the purpose of financing various improvements at Fresno Yosemite International Airport 2. ***RESOLUTION - Authorizing the issuance, sale and delivery of City of Fresno Airport Revenue Bonds, Series 2023 Bonds, authorizing the execution and delivery of a fourth supplemental indenture, bond purchase contract, escrow agreement, continuing disclosure certificate, official statement, and related documents, and authorizing certain other actions and the execution of certain other documents in connection therewith. (Requires 5 Affirmative Votes) (Subject to Mayor’s veto) RECOMMENDATION Staff recommends that the City Council hold a Tax Equity and Fiscal Responsibility Act (TEFRA) public hearing on behalf of The City of Fresno in the aggregate principal amount not to exceed $110,000,000; and authorize the issuance, sale and delivery of Airport Revenue Bonds, Series 2023 Bonds for the financing of a portion of the Terminal Expansion Project and to refinance the Airports Series 2013 bonds for savings. EXECUTIVE SUMMARY The City of Fresno is seeking to obtain financing for the constructing, installing, equipping, and furnishing of Airport Facilities (as defined below). The new Bonds will be issued by the City of Fresno. As the governing body of a jurisdiction in which the Facilities are located, the Council must hold a public hearing in accordance with Section 147(f) of the Internal Revenue Code for the purpose of receiving any public testimony regarding the project before it considers authorizing the Authority to issue bonds for this purpose. The City of Fresno has undertaken an expansion of Fresno Yosemite International Airport (FAT) Terminal facilities (Project) to meet the growing air travel needs of the region. The vision for this Project began in 2018 and has proceeded through the planning, environmental, and design phases. Funding for the estimated $145,000,000 project has been identified and committed from numerous sources (52%) with an estimated $70,000,000 (48%) required through debt service financing in the form of Airport Revenue Bonds. The Airport also intends to refinance existing 2013 Series A and B City of Fresno Printed on 4/21/2023Page 1 of 3 powered by Legistar™ 04-27-2023 MA/GB 7-0 R. 2023-133 File #:ID 23-640 Agenda Date:4/27/2023 Agenda #: form of Airport Revenue Bonds.The Airport also intends to refinance existing 2013 Series A and B bonds, estimated at a combined $20,000,000 to be refinanced under this transaction for savings. BACKGROUND The City of Fresno has undertaken an expansion of Fresno Yosemite International Airport (FAT) Terminal facilities (Project)to meet the growing air travel needs of the region.The vision for this Project began in 2018 and has proceeded through the planning,environmental,and design phases. Funding for the estimated $145,000,000 project has been identified and committed from numerous sources (52%)with an estimated $70,000,000 (48%)required through debt service financing in the form of Airport Revenue Bonds.The Airport also intends to refinance existing 2013 Series A and B bonds, estimated at a combined $20,000,000 to be refinanced under this transaction for savings. Under the provisions of TEFRA as codified in Section 147(f)of the Internal Revenue Code,the City in which the proposed Facilities are located must conduct a public hearing.This notice of the public hearing was posted on the City’s website on April 19,2023.No testimony regarding this proposed issuance has been received as of today. On December 1,2022,the Council adopted a resolution expressing its intent to use the proceeds of indebtedness to reimburse certain expenditures related to the Fresno Yosemite International Airport Terminal Expansion Project. In accordance with city policy,City Finance staff engaged a “Bond Team”,to support the transaction and ensure all requirements were met.Included on this team was Unison Consulting Group who was hired to conduct a financial feasibility study to determine the airport’s capacity to support the new debt requirement to support the terminal expansion project. On September 29,2022,Fresno City Council approved the execution of an agreement with Unison, Inc.to undertake a feasibility study for the purpose of issuing debt.That study under final review and preliminary results supports the feasibility of debt for the FAT Terminal Expansion Project.The Preliminary Financial Feasibility Report confirms the strength of the airport’s financial position and its ability to support the proposed debt. In reviewing current market conditions and analyzing the Airports existing Series 2013 Series A and B bonds,it is recommended by the bond team that the City pursue refinancing these existing bonds for more favorable market rates.Refinancing as part of the Series 2023 transaction will result in net savings in accordance with City debt refinance requirements. The combined debt requirement for the Series 2023 Bonds will be approximately $110,000,000 as described below: Project Proceeds $70,000,000 Capitalized Interest Fund 12,112,000 Reserve Fund 6,598,000 COI 1,000,000 Escrow 20,290,000 Totals $110,000,000 City of Fresno Printed on 4/21/2023Page 2 of 3 powered by Legistar™ File #:ID 23-640 Agenda Date:4/27/2023 Agenda #: ENVIRONMENTAL FINDINGS Pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15378, this item is not a project for the purposes of CEQA. LOCAL PREFERENCE Local preference is not applicable to this Project pursuant to Fresno Municipal Code 4-109(b). FISCAL IMPACT There is no impact to the General Fund or to the ratepayers of the City of Fresno from this action. The Series 2023 Issuances will provide approximately $110,000,000 to support $70,000,000 for Terminal Expansion and approximately $20,000,000 in refinance cost for Series 2013 A and B bonds. Debt service payments are secured by airport revenues, including authorized Passenger Facility Charges (PFC’s). Attachments: ·Resolution and Exhibit A ·Escrow Agreement ·TEFRA Notice City of Fresno Printed on 4/21/2023Page 3 of 3 powered by Legistar™ Attachment: Exhibit A - Good Faith Estimate EXHIBIT A GOOD FAITH ESTIMATES CITY OF FRESNO AIRPORT REVENUE BONDS, SERIES 2023A (AMT) CITY OF FRESNO AIRPORT REVENUE REFUNDING BONDS, SERIES 2023B (NON-AMT) The following information was obtained from KNN Public Finance, LLC, as the municipal advisor of the bonds defined above (the “Bonds”), for consideration prior to the authorization in the foregoing Resolution of the proposed Bonds: 1. True Interest Cost of the Bonds. Assuming an aggregate principal amount of the Bonds in the amount of $98,625,000 is sold to effectuate the financing (together with an estimated $6,261,754 received in original issue premium) and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 4.5%. 2. Finance Charge of the Bonds. Assuming such a principal amount of the proposed Bonds is sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the Finance Charge of the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the issuance of the Bonds) including underwriter discount, is $1,267,158. 3. Amount of Proceeds to be received. Assuming such aggregate principal amount of the proposed Bonds required to effectuate the financing is sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the amount of proceeds expected to be received by the issuer for sale of the Bonds less the Finance Charge of the Bonds described in 2 above and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $85,619,758 . 4. Total Payment Amount. Assuming such aggregate principal amount of the proposed Bonds ($98,625,000) are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the total payment amount, which means the sum total of all payments the issuer will make to pay debt service on the Bonds plus the Finance Charge of the Bonds described in paragraph 2 above not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $183,458,125. Attention is directed to the fact that the foregoing information constitutes good faith estimates only. The actual interest cost, finance charges, amount of proceeds and total payment amount may vary from the estimates above due to variations from these estimates in the timing of Bond sales, the amount of Bonds sold, the amortization of the Bonds sold and market interest rates at the time of each sale. The date or dates of sale and the amount of Bonds sold will be determined by the issuer based on need for funds and other factors. The actual interest rates at which the Bonds will be sold will depend on the bond market at the time of sale. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of each sale. Market interest rates are affected by economic and other factors beyond the issuer’s control. 4152-1490-5414.2 CERTIFICATE OF PUBLICATION This Certificate of Publication is delivered on the date set forth below for the purposes of demonstrating compliance with Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code") and applicable Treasury Regulations (the "Regulations"). The undersigned, as representative of the City of Fresno (the "City"), hereby certifies as follows: 1. A Notice of Public Hearing containing the language attached as Exhibit A (the "Notice") with respect to the plan of finance, the issuance of the bonds, notes or obligations (the "Bonds") and the project described therein (the "Project"), was published on the City's primary website address of https://www.fresno.gov on [_____ __], 2023. 2. The Notice was published in an area of the City's website which is used to inform residents within its geographical jurisdiction about public hearings to be held by the City affecting them and which is clearly identified and accessible to members of the general public seeking information concerning the plan of finance, the issuance of the Bonds and the Project. 3. Evidence of the website publication of the Notice is attached hereto as Exhibit B. The City will maintain records evidencing that the Notice was timely published as set forth in Sections 1 and 2 above for the period referred to in Section 4 below, and acknowledges it is responsible for maintaining such records. 4. The Notice remained continuously published on the City's website for the entire period of seven (7) or more days from the date of the original publication described in Section 1 above to the hearing date described in the Notice. The City held the hearing as described in the Notice on the date and at the time as described therein. 5. Following the hearing, the City approved of the issuance of the Bonds pursuant to a plan of finance for the Project as the applicable elected representative as required by Section 147(f) of the Code and the Regulations. Dated this ___ of __________, 2023. By: _____________________________ Name: __________________________ Title: ___________________________ 4152-1490-5414.2 EXHIBIT A NOTICE OF PUBLIC HEARING 4152-1490-5414.2 NOTICE OF PUBLIC HEARING REGARDING ISSUANCE OF CITY OF FRESNO AIRPORT REVENUE BONDS SERIES 2023 NOTICE IS HEREBY GIVEN that, at [10:00 a.m.], or as soon thereafter as the matter can be heard, on April 27, 2023, at the City Council Chambers, City Hall, 2nd Floor, 2600 Fresno Street, Fresno, California, the City Council of the City of Fresno (the “City”) will conduct a public hearing as required by Section 147(f) of the Internal Revenue Code of 1986 (the “Code”), at which it will hear and consider information concerning a proposed plan of financing providing for the issuance by the City of Fresno (the “City”) of exempt facility bonds for the purpose of financing various improvements at Fresno Yosemite International Airport (the “Airport”) pursuant to the Municipal Improvements Revenue Bond Law of the City, in one or more series issued from time to time, including bonds issued to refund such exempt facility bonds in one or more series from time to time, and at no time to exceed $110,000,000 in outstanding aggregate principal amount (the “Bonds”). The capital improvements to be financed and refinanced with proceeds of the Bonds (the “Project”) are and will be owned by the City and located at the Airport, which comprises approximately 1,728 acres, and is located approximately 7.5 miles northeast of the downtown area of the City, with an address of 5175 E Clinton Way, Fresno, CA 93727. The Bonds are expected to be issued as exempt facility bonds for airport facilities pursuant to Section 142(a)(1) of the Code. The Bonds and the obligation to pay principal of and interest thereon and any redemption premium with respect thereto do not constitute indebtedness or an obligation of the City, the State of California or any political subdivision thereof, within the meaning of any constitutional or statutory debt limitation, or a charge against the general credit or taxing powers of any of them. The Bonds shall be a limited obligation of the City, payable solely from certain revenues duly pledged therefor. Those wishing to comment on the proposed financing or refinancing and the nature and location of the Project may either appear in person at the public hearing or submit written comments, which must be received by the City prior to the hearing. Additional information concerning the above matter may be obtained from, and written comments should be addressed to, City Clerk, City of Fresno, 2600 Fresno Street, Fresno, California 93721. Dated: [_____ __], 2023 4152-1490-5414.2 EXHIBIT B EVIDENCE OF PUBLICATION AFS DRAFT #4 4/11/23 PRELIMINARY OFFICIAL STATEMENT DATED __________, 2022 TWO NEW ISSUES-BOOK-ENTRY ONLY UNDERLYING RATINGS: S&P: ___ Kroll: ___ RATING ON INSURED BONDS: S&P: ___ Kroll: ___ (See “BOND INSURANCE” herein) (See “RATINGS” herein) In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the City, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2023 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes, except that no opinion is expressed as to the status of interest on any Series 2023A Bond for any period that such Series 2023A Bond is held by a “substantial user” of the facilities financed or refinanced by the Series 2023A Bonds or by a “related person” within the meaning of Section 147(a) of the Internal Revenue Code of 1986. In the further opinion of Bond Counsel, interest on the Series 2023B Bonds is not a specific preference item for purposes of the federal individual alternative minimum tax, Bond Counsel observes that interest on the Series 2023A Bonds is a specific preference item for purposes of the federal individual alternative minimum tax, and that, for tax years beginning after December 31, 2022, interest on the Series 2023 Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. In the further opinion of Bond Counsel, interest on the Series 2023A Bonds and Series 2023B Bonds is exempt from State of California personal income t axes. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2023 Bonds. See “TAX MATTERS.” $94,485,000* CITY OF FRESNO AIRPORT REVENUE BONDS SERIES 2023A (AMT) $5,690,000* CITY OF FRESNO AIRPORT REVENUE [REFUNDING] BONDS SERIES 2023B (Non-AMT) Dated: Date of Delivery Due: July 1, as shown on inside cover The City of Fresno (the “City”) will issue $94,485,000* principal amount of its City of Fresno Airport Revenue Bonds, Series 2023A (AMT) (the “Series 2023A Bonds”) and $5,690,000* principal amount of its City of Fresno Airport Revenue [Refunding] Bonds, Series 2023B (Non-AMT) (the “Series 2023B Bonds,” and, together with the Series 2023A Bonds, the “Series 2023 Bonds”). The Series 2023 Bonds are being issued pursuant to an Indenture of Trust dated as of June 15, 2000 (the “Original Indenture”), by and between the City and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as amended and supplemented, including as amended and supplemented by a Fourth Supplemental Indenture dated as of May 1, 2023 (the “Fourth Supplemental Indenture”), by and between the City and the Trustee. The Original Indenture as supplemented and amended is referred to as the “Indenture.” The Series 2023A Bonds are being issued to: (i) finance a portion of the costs of construction of certain improvements at the Fresno Yosemite International Airport terminal; (ii) refund $13,290,000 outstanding principal amount of City of Fresno Airport Revenue Bond Series 2013B (AMT)]; (iii) capitalize interest on the Series 2023A Bonds through January 1, 2026; and (iv) to make a deposit to the 2023 Debt Service Reserve Fund; (v) pay certain costs associated with the issuance of the Series 2023A Bonds. The Series 2023B Bonds are being issued to: (i) provide funds to refund $6,805,000 outstanding principal amount of City of Fresno Airport Revenue Bond Series 2013A (Non- AMT); (ii) to make a deposit to the 2023 Debt Service Reserve Fund; and (iii) pay certain costs associated with the issuance of the Series 2023 Bonds. See “PLAN OF FINANCE.” The Series 2023 Bonds will be issued in book-entry only form, registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Series 2023 Bonds. Individual purchases of the Series 2023 Bonds will be made in book-entry form only, in denominations of $5,000 or any integral multiple thereof. Purchasers will not receive physical certificates representing their interests in the Series 2023 Bonds. Principal of, redemption premium, if any, and interest on the Series 2023 Bonds will be paid by the Trustee directly to DTC which in turn is obligated to remit such payments to DTC Participants for subsequent disbursement to the Beneficial Owners of the applicable Series of Series 2023 Bonds. See APPENDIX F–“INFORMATION REGARDING DTC AND THE BOOK-ENTRY ONLY SYSTEM.” So long as Cede & Co. is the registered owner of the Series 2023 Bonds, as nominee of DTC, references herein to the registered owners shall mean Cede & Co., and shall not mean the Beneficial Owners of the Series 2023 Bonds. Interest on the Series 2023 Bonds will be payable on January 1 and July 1 of each year, commencing January 1, 2024, at the respective rates set forth on the inside cover page. The Series 2023 Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as described herein. See “THE SERIES 2023 BONDS–Redemption Provisions.” The Series 2023 Bonds are equally secured by a pledge of Revenues from the City’s Fresno Yosemite International Airport (the “Airport”), subject to application thereof to Operating Expenses (each as defined herein), and certain funds and accounts held under the Indenture and have a parity lien on such Revenues with $52,109,508 aggregate outstanding principal amount of previously issued Airport Revenue Bonds of various series as described herein, subject to the provisions of the Indenture regarding limitations on the use of certain Revenues. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS– Parity Debt.” [On the date of the delivery of the Series 2023 Bonds, the Authority will deposit a reserve account surety bond (the “Reserve Account Surety Bond”) issued by the Bond Insurer (defined below) in the amount of the Series 2023 Bonds Reserve Requirement for deposit into the Debt Service Reserve Fund stablished under the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS–Debt Service Reserve Fund and APPENDIX I–“SPECIMEN RESERVE ACCOUNT SURETY BOND.”] [The scheduled payment of principal of and interest on the Series 2023A Bonds and the Series 2023B Bonds maturing on July 1, 20__ through July 1, 20__ (the “Insured Series 2023B Bonds”) when due will be guaranteed under municipal bond insurance policies to be issued concurrently with the delivery of the Series 2023A Bonds and the Insured Series 2023B Bonds by ______________ (the “Bond Insurer”). See “BOND INSURANCE” herein and APPENDIX H–“SPECIMEN MUNICIPAL BOND INSURANCE POLICY.”] [Bond Insurer Logo] An investment in the Series 2023 Bonds involves risk. For a discussion of some of the risks associated with an investment in the Series 2023 Bonds, see “INVESTOR CONSIDERATIONS.” THE SERIES 2023 BONDS ARE LIMITED OBLIGATIONS OF THE CITY, PAYABLE AS TO PRINCIPAL, INTEREST AND REDEMPTION PREMIUM, IF ANY, SOLELY OUT OF, AND SECURED BY A PLEDGE OF AND LIEN ON, THE REVENUES OF THE AIRPORT AND CERTAIN FUNDS AND ACCOUNTS PROVIDED FOR IN THE INDENTURE. NEITHER THE FULL FAITH AND CREDIT NOR TAXING POWER OF THE CITY, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2023 BONDS. NO HOLDER OF A SERIES 2023 BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE CITY, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE SERIES 2023 BONDS OR THE INTEREST THEREON. The Series 2023 Bonds are offered when, as and if issued by the City and received by the Underwriter, subject to the approval of validity by Orrick, Herrington & Sutcliffe LLP, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the City by the City Attorney and by ArentFox Schiff LLP, San Francisco, California, Disclosure Counsel, and for the Underwriter by Quint & Thimmig LLP , Larkspur, California. It is expected that the Series 2023 Bonds will be delivered through the facilities of DTC on or about May __, 2023, in New York, New York against payment therefor. Raymond James Dated: ____________, 2023 _____________ * Preliminary, subject to change. MATURITY SCHEDULE $94,485,000* CITY OF FRESNO AIRPORT REVENUE BONDS SERIES 2023A (AMT)(1) $________ Serial Series 2023A Bonds Maturity Principal Interest (July 1) Amount Rate Yield Price CUSIP No.(2) $________ ____% Term Series 2023A Bonds Due July 1, 20__–Yield: ____%–Price: ____–CUSIP No.(2): _________ $5,690,000* CITY OF FRESNO AIRPORT REVENUE [REFUNDING] BONDS SERIES 2023B (Non-AMT) $________ Serial Series 2023B Bonds Maturity Principal Interest (July 1) Amount Rate Yield Price CUSIP No.(2) $________ ____% Term Series 2023B Bonds Due July 1, 20__–Yield: ____%–Price: ____–CUSIP No.(2): _________ ________________ [(1) Insured by __________________. See “BOND INSURANCE.”]. (2) CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the City or the Underwriter and are included solely for the convenience of the holders of the Series 2023 Bonds. None of the City, its Municipal Advisor, or the Underwriter is responsible for the selection or use of these CUSIP numbers and no representation is made as to their correctness on the Series 2023 Bonds or as indicated above. The CUSIP number fora specific maturity is subject to being changed after the issuance of the Series 2023 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of the Series 2023 Bonds. * Preliminary, subject to change. i CITY OF FRESNO MAYOR Jerry Dyer CITY COUNCIL Tyler Maxwell, President, District 4 Esmeralda Z. Soria, Vice President, District 1 Mike Karbassi, District 2 Miguel Arias, District 3 Luis Chavez, District 5 Garry Bredefeld, District 6 Nelson Esparza, District 7 CHIEF CITY ADMINISTRATIVE PERSONNEL Georgeanne A. White, City Manager Ruthie F. Quinto, CPA, Assistant City Manager Andrew Janz, City Attorney Santino Danisi, City Controller/Finance Director Todd Stermer, CMC, City Clerk AIRPORTS DEPARTMENT Henry Thompson, A.A.E., IAP, Director of Aviation SPECIAL SERVICES Orrick, Herrington & Sutcliffe LLP San Francisco, California Bond Counsel ArentFox Schiff LLP San Francisco, California Disclosure Counsel KNN Public Finance, LLC Berkeley, California Municipal Advisor The Bank of New York Mellon Trust Company, N.A. Los Angeles, California Trustee and Escrow Agent Unison Consulting Inc. Chicago, Illinois Airport Consultant Causey Demgen & Moore P.C. Denver, Colorado Verification Agent ii No dealer, broker, salesperson or other person has been authorized by the City of Fresno (t he “City”) or the underwriter to give any information or to make any representations other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sa le of the Series 2023 Bonds by a person in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The information set forth herein has been obtained from the C ity and from other sources and is believed to be reliable but is not guaranteed as to accuracy or completeness. The information and expressions of opinions herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. This Official Statement is submitted in connection with the sale of the Series 2023 Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose, unless authorized in writing by the City. All summaries of the documents and laws are made subject to the provisions thereof and do not purport to be complete statements of any or all such provisions. All capitalized terms used herein, unless noted otherwise, shall have the meanings prescribed in the Indenture. This Official Statement, including any supplement or amendment hereto, is intended to be deposited with one or more nationally recognized municipal securities information repositories. Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking” statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended and Section 27A of the United States Securities Act of 1933 as amended. Such statements are generally identifiable by the words “plans,” “expects,” “forecasts,” “projects,” “intends,” “anticipates,” “estimates,” “assumes,” ‘budgets” and analogous expressions. The achievement of certain results or other expectations contained in such forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those that have been projected. No assurance is given that actual results will meet the forecasts of the City in any way, regardless of the optimism communicated in the information, and such statements speak only as of the date of this Official Statement. The City disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any changes in the expectations of the City with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In making an investment decision investors must rely on their own examination of the City and the terms of the offering, including the merits and risks involved. These securities have not been approved or disapproved by the Securities and Exchange Commission or any State securities commission nor has the Securities and Exchange Commission or any State securities commission passed upon the accuracy or adequacy of this Official Statement. Any representation to the contrary is a criminal offense. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this t ransaction, but the Underwriter does not guarantee the accuracy or completeness of such information. In connection with this offering, the Underwriter may overallot or effect transactions that stabilize or maintain the market price of the Series 2023 Bonds at levels above those which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the Series 2023 Bonds to certain dealers and banks at prices lower than the public offering price stated on the cover page hereof and sai d public offering price may be changed from time to time by the Underwriter. The Series 2023 Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon an exemption from the registration requirements contained in such A ct. The Series 2023 Bonds have not been registered or qualified under the securities laws of any state. The City maintains a website (www.fresno.gov). The information presented on that website is not incorporated by reference as part of this Official Statement and should not be relied upon in making investment decisions with respect to the Series 2023 Bonds. [__________________ (the “Bond Insurer”) makes no representation regarding the Series 2023A Bonds and the Insured Series 2023B Bonds or the advisability of investing in the Series 2023A Bonds and the Insured Series 2023B Bonds. In addition, the Bond Insurer has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding the Bond Insurer, supplied by the Bond Insurer and presented under the heading “BOND INSURANCE” and APPENDIX H–“SPECIMEN MUNICIPAL BOND INSURANCE POLICY.”] TABLE OF CONTENTS Page Page iii INTRODUCTION ............................................. 1 Authority for Issuance .................................... 1 Purpose ........................................................... 1 The Airport ..................................................... 2 Security for the Bonds .................................... 2 [Bond Insurance Policies] .............................. 3 Bondholders’ Risks ........................................ 3 Continuing Disclosure.................................... 3 Report of the Airport Consultant ................... 3 Summaries and Additional Information ......... 4 PLAN OF FINANCE ......................................... 4 The Series 2023A Bonds ................................ 4 The Series 2023B Bonds ................................ 4 Plan of Refunding .......................................... 4 THE 2023 PROJECT ......................................... 6 General ........................................................... 6 Principal Funding Sources ............................. 6 Estimated Sources and Uses of Funds for the 2023 Project ........................................ 7 Design and Construction ................................ 8 Environmental Matters and Land Use Approvals .................................................. 8 ESTIMATED SOURCES AND USES OF FUNDS ......................................................... 9 DESCRIPTION OF THE SERIES 2023 BONDS ......................................................... 9 General ........................................................... 9 Redemption Provisions ................................ 10 Notice of Redemption .................................. 10 Cancellation of Redemption Notice ............. 11 Selection of Series 2023 Bonds for Redemption ............................................. 11 Effect of Redemption ................................... 11 DEBT SERVICE SCHEDULE ........................ 12 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS ....................................................... 13 Overview ...................................................... 13 Limited Obligation ....................................... 13 Pledge of Revenues Subject to Application thereof to Operating Expenses ................ 13 Passenger Facility Charges .......................... 14 Historical PFC Collections and Application ............................................. 15 Rate Covenant .............................................. 17 Debt Service Reserve Fund .......................... 17 Additional Obligations ................................. 18 Other Obligations ......................................... 19 Historical Debt Service Coverage ................ 20 Forecast of Debt Service Coverage ............. 21 [BOND INSURANCE] ................................... 21 CITY AIRPORTS ............................................ 22 Overview...................................................... 22 Service Area................................................. 22 Current Airport Facilities ............................. 22 Organization and Management .................... 24 Airline Service ............................................. 25 Aircraft Operations ...................................... 26 Passenger Traffic ......................................... 28 Air Freight and Express ............................... 34 Airline Agreements ...................................... 34 Car Rental Agreements ................................ 35 Airport Concessions ..................................... 37 Certain Federal, State, and Local Laws and Regulations ............................................. 37 Sustainability Efforts ................................... 38 Noise Mitigation .......................................... 39 Employee Relations ..................................... 40 Airport Security ........................................... 40 Hazardous Material Management ................ 41 [Liquidity] .................................................... 41 CAPITAL PROJECTS AND PLANNING ..... 41 AIRPORT FINANCIAL INFORMATION ..... 41 Revenues ...................................................... 43 Principal Revenue Sources .......................... 46 Operating Expenses ..................................... 46 Payments to the City .................................... 47 Environmental Contamination ..................... 52 Investment of the Airport Funds .................. 53 Risk Management and Insurance ................. 54 Management Discussion and Analysis ........ 54 REPORT OF THE AIRPORT CONSULTANT ......................................... 55 General ......................................................... 55 INVESTOR CONSIDERATIONS .................. 55 The COVID-19 Pandemic and Other Public Health Concerns .......................... 55 General Factors Affecting Air Transportation Demand .......................... 57 General Factors Affecting the Airline Industry ................................................... 57 Risks Related to PFC Revenues................... 58 TABLE OF CONTENTS (Continued) Page Page iv Bankruptcy of Airlines Operating at the Airport or Other Airport Tenants. ........... 58 Federal Funding; Impact of Federal Sequestration ........................................... 59 Growth of Low-Cost Carriers ...................... 59 Cost of Aviation Fuel ................................... 60 Possible New and Increased Regulations Addressing Climate Change ................... 60 Aviation Security Concerns ......................... 61 Natural Disasters .......................................... 61 Climate Change ............................................ 63 Construction and Completion Risk .............. 63 Cybersecurity ............................................... 63 Uncertainties of Projections, Forecasts and Assumptions ........................................... 64 Future Legislation and Regulation ............... 64 Determination of Taxability ......................... 64 Income Taxation Risk Upon Defeasance of the Series 2023 Bonds ............................. 64 ABSENCE OF MATERIAL LITIGATION.... 65 General ......................................................... 65 Other Matters ............................................... 65 RATINGS ........................................................ 65 UNDERWRITING .......................................... 65 TAX MATTERS ............................................. 66 APPROVAL OF LEGAL PROCEEDINGS ... 68 PROFESSIONALS INVOLVED IN THE OFFERING ................................................ 68 VERIFICATION OF MATHEMATICAL COMPUTATIONS ..................................... 69 FINANCIAL STATEMENTS ......................... 69 CONTINUING DISCLOSURE ....................... 69 MISCELLANEOUS ........................................ 70 APPENDICES APPENDIX A – REPORT OF THE AIRPORT CONSULTANT ......................................................... A-1 APPENDIX B – CITY OF FRESNO ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2022 .............................. B-1 APPENDIX C – CITY INVESTMENT POLICY ............................................................................... C-1 APPENDIX D – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE ....................... D-1 APPENDIX E – FORM OF THE CONTINUING DISCLOSURE CERTIFICATE ............................. E-1 APPENDIX F – INFORMATION REGARDING DTC AND THE BOOK-ENTRY ONLY SYSTEM............................................................................................................ F-1 APPENDIX G – PROPOSED FORM OF OPINION OF BOND COUNSEL....................................... G-1 [APPENDIX H – SPECIMEN MUNICIPAL BOND INSURANCE POLICY ..................................... H-1] [APPENDIX I – SPECIMEN RESERVE ACCOUNT SURETY BOND .............................................. I-1] TABLE OF CONTENTS (Continued) Page LIST OF MAPS AND TABLES Table 1 – Estimated Sources and Uses of Funds for the 2023 Project.......................................................... 7 Table 2 – Estimated Sources and Uses of Funds .......................................................................................... 9 Table 3 – Debt Service Schedule ................................................................................................................ 12 Table 4 – Historical PFC Collections and Application ............................................................................... 15 Table 5 – Flow of Funds Chart ................................................................................................................... 16 Table 6 – Historical Debt Service Coverage ............................................................................................... 20 Table 7 – Forecast of Debt Service Coverage ............................................................................................. 21 Table 8 – Historical Aircraft Operations ..................................................................................................... 26 Table 9 – Scheduled Airlines Serving the Airport ...................................................................................... 27 Table 10 – Enplaned Passengers by Aircraft .............................................................................................. 28 Table 11 – Enplaned Passengers by Airline ................................................................................................ 29 Table 12 – Airline Shares of Landed Weight ............................................................................................. 31 Table 13 – Domestic Passenger Origin-Destination Patterns and Airline Service ..................................... 32 Table 14 – Daily Scheduled Nonstop Airline Departures ........................................................................... 33 Table 15 – Historical Total Freight and Express ........................................................................................ 34 Table 16 – Collective Bargaining Units ...................................................................................................... 40 Table 17 – Historical Financial Results....................................................................................................... 42 Table 18 – Historical and Current Landing Fees and Terminal Rental Rates ................................................. 43 Table 19 – Principal Concessionaires ......................................................................................................... 45 Table 20 – Principal Revenue Producers .......................................................................................................... 46 Table 21 – Airport Enterprise Funds ........................................................................................................... 53 vi CITY LOCATION MAP vii [AIRPORT MAP or other GRAPHIC] OFFICIAL STATEMENT $94,485,000* CITY OF FRESNO AIRPORT REVENUE BONDS SERIES 2023A (AMT) $5,690,000* CITY OF FRESNO AIRPORT REVENUE [REFUNDING] BONDS SERIES 2023B (Non-AMT) INTRODUCTION This Official Statement is furnished in connection with the offering by the City of Fresno (the “City”) of $94,485,000* principal amount of its City of Fresno Airport Revenue Bonds, Series 2023A (Non-AMT) (the “Series 2023A Bonds”) and $5,690,000* principal amount of its City of Fresno Airport Revenue [Refunding] Bonds, Series 2023B (AMT) (the “Series 2023B Bonds,” and, together with the Series 2023A Bonds, the “Series 2023 Bonds”). All capitalized terms used in this Official Statement, including on the cover page hereof, and not herein defined shall have the meanings given such terms in the Indenture (hereinafter defined). See APPENDIX D–“SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE–Certain Definitions.” Authority for Issuance The Series 2023 Bonds are authorized under the City Charter of the City and relevant provisions of its Municipal Code and a resolution of the City Council of the City and are issued and are secured under an Indenture of Trust dated as of June 15, 2000 (the “Original Indenture”) between the City and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as amended and supplemented, including as amended and supplemented by a Fourth Supplemental Indenture dated as of May 1, 2023 (the “Fourth Supplemental Indenture” and together with the Original Indenture, as previously amended and supplemented, the “Indenture”). The Series 2023 Bonds have a parity lien on Revenues with $19,450,000 aggregate outstanding principal amount of Airport Revenue Bonds, Taxable Series 2007 (the “Series 2007 Bonds”), and $32,659,508 outstanding principal amount of Airport Revenue Bonds, Series 2019 (the “Series 2019 Bonds”) subject to the provisions of the Indenture regarding limitation on the use of certain Revenues. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS–Additional Obligations.” The Series 2007 Bonds, the Series 2019 Bonds, and the Series 2023 Bonds are collectively referred to as the “Bonds.” Purpose The Series 2023A Bonds are being issued to: (i) finance a portion of the costs of constructing certain improvements to the terminal building at the Fresno Yosemite International Airport (the “2023 Project”); (ii) provide funds to refund and redeem $13,290,000 of outstanding principal amount of the Series 2013B Bonds (the “Refunded Series 2013B Bonds”); (iii) [capitalize interest on the Series 2023A Bonds through January 1, 2026; (iv) to make a deposit to the 2023 Debt Service Reserve Fund; and (v) pay certain costs associated with the issuance of the Series 2023A Bonds. See “THE 2023 PROJECT.” _____________ * Preliminary, subject to change. 2 The Series 2023B Bonds are being issued to: (i) provide funds to refund and redeem $6,805,000 outstanding principal amount of the Series 2013A Bonds (the “Refunded Series 2013A Bonds” and together with the Refunded Series 2013B Bonds, the “Refunded Bonds”); (ii) to make a deposit to the 2023 Debt Service Reserve Fund; and (iii) pay certain costs associated with the issuance of the Series 2023B Bonds. See “PLAN OF FINANCE – The Series 2023B Bonds.” Upon the issuance of the Series 2023 Bonds, amounts derived from the reserve account established for the Refunded Bonds will be deposited in the escrow for the Refunded Bonds. The Airport The City owns and operates two airports: the Fresno Yosemite International Airport (the “Airport”), a commercial airport located approximately 7.5 miles northeast of the downtown area of the City, and Fresno-Chandler Executive Airport, a general aviation airport located approximately 1.5 miles southwest of the downtown area of the City and nine miles southwest of the Airport. The Airport is the only major commercial air carrier airport in Fresno County (the “County”) and the central San Joaquin Valley. See “CITY AIRPORTS.” Security for the Bonds Pledge. The Series 2023 Bonds are payable from, and secured by, Revenues, subject to application thereof to pay Operating Expenses, and amounts on deposit in certain funds and accounts held under the Indenture (other than [the PFC Revenue Fund], the Rebate Fund and any Debt Service Reserve Fund created for any other series of Bonds), including the 2023 Debt Service Reserve Fund and the PFC Debt Service Escrow Fund, into which the City has covenanted to deposit certain PFC Revenues. [Discuss covenant for PFC deposit for 2023 Bonds.] A portion of Revenues is comprised of CFC Revenues, which are not available to pay debt service on the Series 2023 Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS–Pledge of Revenues Subject to Application thereof to Operating Expenses.” The Series 2023 Bonds are not secured by a pledge of, or charge or lien upon, any property of the City or any of its income or receipts, except Revenues, subject to application thereof to Operating Expenses, and certain funds and accounts held pursuant to the Indenture. Neither the full faith and credit nor the taxing power of the City is pledged to the payment of the principal of, redemption premium, if any, and interest on the Series 2023 Bonds. Neither the payment of the principal of, nor the interest on the Series 2023 Bonds constitutes a debt, liability or obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which it has levied or pledged any form of taxation. Certain Passenger Facilities Charges. The City collects Passenger Facilities Charges at the Airport and has covenanted to deposit certain amounts derived therefrom into the Covenanted PFC Account in the PFC Revenue Fund. Upon issuance of the Series 2023 Bonds, the amount covenanted to be deposited into the Covenanted PFC Account will be reduced from $1.6M to $0. However, the City intends to make annual deposits into the Covenanted PFC Account over the next several years. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS–Covenanted PFC Revenues; Debt Service Escrow Fund” and “CITY AIRPORTS–Historical Debt Service Coverage” and “REPORT OF THE AIRPORT CONSULTANT–Forecast Debt Service Coverage.” Debt Service Reserve Fund. The Indenture establishes the 2023 Debt Service Reserve Fund as additional security solely for the Series 2023 Bonds. The Debt Service Reserve Requirement for the Series 2023 Bonds is $________. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 3 BONDS–Debt Service Reserve Fund,” APPENDIX D–“SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE–2023 DEBT SERVICE Reserve Fund.” [On the date of the delivery of the Series 2023 Bonds, _______ (“___”) will issue a [Reserve Account Surety Bond] the “Series 2023 Bonds Policy”) in the amount of the Debt Service Reserve Requirement for the Series 2023 Bonds. See APPENDIX I–“SPECIMEN DEBT SERVICE RESERVE SURETY BOND.”] [Bond Insurance Policies] [Concurrently with the issuance of the Series 2023 Bonds, _______ will issue its Municipal Bond Insurance Policy for the Series 2023A Bonds (the “Series 2023A Bonds Policy”) and its Municipal Bond Insurance Policy for the Series 2023B Bonds maturing on July 1, 20__ through July 1, 20__ (the “Series 2023B Bonds Policy” and, with the Series 2023A Bonds Policy, the “Policies”). The Policies respectively guarantee the scheduled payment of principal of and interest on the Series 2023A Bonds and the scheduled payment of principal of and interest on the Series 2023B Bonds maturing on July 1, 20__ through July 1, 20__ (the “Insured Series 2023B Bonds”) when due as set forth in the form of the Policies included as APPENDIX H to this Official Statement. See “BOND INSURANCE.”] Bondholders’ Risks There are important investment considerations and other risk factors associated with the purchase of the Series 2023 Bonds. See “INVESTOR CONSIDERATIONS” for a discussion of some of these considerations and risks. Any one or more of the risks discussed, and others, could lead to a decrease in the market value and/or in the liquidity of the Series 2023 Bonds. Potential purchasers of the Series 2023 Bonds are advised to review this Official Statement carefully and to conduct such due diligence and other review as they deem necessary and appropriate under the circumstances. Continuing Disclosure The City has covenanted to provide certain financial information and operating data relating to the Series 2023 Bonds by not later than March 31 of each year following the end of the City’s Fiscal Year (which currently would be June 30) commencing with the report for the Fiscal Year ending June 30, 2023 (the “Annual Report”), and to provide notices of the occurrence of certain enumerated events, if material. The Annual Report and notices of material events will be filed by means of the Electronic Municipal Market Access (EMMA) site maintained by the Municipal Securities Rulemaking Board. The speci fic nature of the information to be contained in the Annual Report and the notices of material events is contained within APPENDIX E–“FORM OF CONTINUING DISCLOSURE CERTIFICATE.” Report of the Airport Consultant In connection with the issuance of the Series 2023 Bonds, Unison Consulting, Inc. (the “Airport Consultant”) has prepared the Report of the Airport Consultant, dated _____, 2023, attached hereto as APPENDIX A. The Report of the Airport Consultant should be read in its entirety for a discussion of key factors that could affect future airline traffic, forecasts of passenger enplanements for the Airport, forecasts of Revenues for Fiscal Years 2022-23 through 2027-28, and assumptions and rationale underlying the forecasts. These assumptions were provided by, or reviewed with and agreed to by, Airport management and the forecasts reflect Airport management’s expected course of action during the forecast period. In the opinion of the Airport Consultant, such assumptions provide a reasonable basis for the forecasts. 4 As noted in the Report of the Airport Consultant, all forecasts set forth therein are subject to uncertainties. Some of the assumptions used to develop the forecast of Revenues may not be realized, and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between the forecast and actual results, and those differences may be material. Neither the City nor the Airport Consultant makes any representation or gives any assurance that these assumptions will prove to be correct or that the forecasts contained in the Report of the Airport Consultant will reflect actual results. Summaries and Additional Information This Official Statement contains descriptions of the Airport and its finances and sources of payment for the Series 2023 Bonds, together with summaries of the terms of the Series 2023 Bonds and certain provisions of the Indenture. All references herein to agreements and documents are qualified in their entirety by reference to the definitive forms thereof, and all references to the Series 2023 Bonds are further qualified by reference to the information with respect thereto contained in the Indenture. This Official Statement speaks only as of its date. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale on the basis hereof shall, under any circumstances, create any implication that there has been no change in the affairs of the Airport or the City since the date hereof. PLAN OF FINANCE The Series 2023A Bonds The Series 2023A Bonds are being issued to: (i) finance a portion of the costs of constructing the 2023 Project; (ii) provide funds to refund and redeem $13,290,000 of outstanding principal amount of the Series 2013B Bonds (the “Refunded Series 2013B Bonds”); (iii) capitalize interest on the Series 2023A Bonds through January 1, 2026; (iv) make a deposit to the 2023 Debt Service Reserve Fund; and (v) pay certain costs associated with the issuance of the Series 2023A Bonds. See “THE 2023 PROJECT.” See also “–Plan of Refunding.” The Series 2023B Bonds The Series 2023B Bonds are being issued to: (i) provide funds to refund and redeem $6,805,000 outstanding principal amount of the Series 2013A Bonds (the “Refunded Series 2013A Bonds” and, together with the Refunded 2013B Bonds, the “Refunded Bonds”); (ii)to make a deposit to the 2023 Debt Service Reserve Fund; and (iii) pay certain costs associated with the issuance of the Series 2023B Bonds. Plan of Refunding A portion of the proceeds of the Series 2023A Bonds and a portion of the Series 2023B Bonds, together with certain other available moneys, will be deposited with The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”) pursuant to an Escrow Agreement (the “Escrow Agreement”) by and between the City and the Escrow Agent. The amounts deposited with the Escrow Agent pursuant to the Escrow Agreement will be held by such Escrow Agent and invested in noncallable direct obligations of the United States of America, and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America to which the direct obligation or guarantee the full faith and credit of the United 5 States of America has been pledged (collectively, the “Government Securities”) that are irrevocably pledged solely to the payment of the interest components becoming due with respect to the Refunded Bonds. The principal of and interest on such Government Securities, when received, will be sufficient to pay the principal of and interest on the applicable Refunded Bonds. The Refunded Series 2013A Bonds and the Refunded Series 2013B Bonds will be redeemed in full on July 1, 2023 at a redemption price equal to the principal amount thereof plus accrued interest to the date specified for redemption. See also “VERIFICATION OF MATHEMATICAL COMPUTATIONS.” The Refunded Series 2013A Bonds are listed below. BONDS TO BE REFUNDED CITY OF FRESNO AIRPORT REVENUE REFUNDING BONDS SERIES 2013A (Non-AMT) Maturity (July 1) Principal Amount Interest Rate CUSIP No.† 2023 $655,000 5.000% 358100DT9 2024 685,000 4.000 358100DU6 2025 715,000 4.250 358100DV4 2026 745,000 4.500 358100DW2 2027 780,000 4.500 358100DX0 2028 815,000 4.750 358100DY8 2030 2,410,000 5.000 358100DZ5 _______________ † CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. 6 The Refunded Series 2013B Bonds are listed below. CITY OF FRESNO AIRPORT REVENUE REFUNDING BONDS SERIES 2013B (AMT) Maturity (July 1) Principal Amount Interest Rate CUSIP No.† 2023 $1,180,000 5.000% 358100EL5 2024 1,240,000 4.250 358100EM3 2025 1,290,000 4.500 358100EN1 2026 1,345,000 4.750 358100EP6 2027 1,415,000 4.750 358100EQ4 2028 1,485,000 5.000 358100ER2 2030 5,335,000 5.125 358100ES0 _______________ † CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. THE 2023 PROJECT General The 2023 Project consists of a major expansion of the terminal building at the Fresno Yosemite International Airport including expansion of the TSA passenger screening area to enhance passenger circulation and reduce wait times, new TSA and airline baggage handling areas with added capacity and a new upper-level concourse with two dual-use passenger bridges to facilitate domestic and international boarding, larger holdrooms and space for new shopping and dining concessions. The expansion also includes a new international arrivals facility which triples the size and throughput of the existing facility to serve the growing volume of international passengers. The 2023 Project is part of an ongoing multi - year expansion program to support anticipated leisure and business passenger growth. In November of 2021, a four-level covered parking structure with 920 spaces near terminal entrances opened. The Airport is currently initiating construction on a project to reconfigure and expand airside surfaces to enhance aircraft circulation and parking to accommodate larger aircraft serving the new international/domestic gates. The City will use a Progressive Design-Build project delivery method, which consists of a single entity who is responsible for both the design and construction of the 2023 Project. The expected cost of the 2023 Project is $147.1 million. The sources of funds is described under “–Principal Funding Sources.” Principal Funding Sources The City is funding the anticipated $147.1 million cost of the 2023 Project from a variety of sources, in addition to proceeds of the Series 2023 Bonds, as described below. To the extent that any of the funding sources are less than expected or delayed past the expected dates of receipt, the City intends to fund the 2023 Project costs from internal cash-on-hand with the expectation that it will be reimbursed from such funding sources. 7 Estimated Sources and Uses of Funds for the 2023 Project The following table sets forth the estimated sources and uses of funds for the Series 2023 Project. See also “THE 2023 PROJECT.” Table 1 ESTIMATED SOURCES AND USES OF FUNDS FOR THE 2023 PROJECT Terminal/FIS Expansion Project Plan of Finance Fresno Yosemite International Airport (for the 12 months ending June 30; in thousands) Through Construction Period Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Total 2021-22 2022-23 2023-24 2024-25 2025-26 2026-27 USES OF FUNDS Design Costs $11,836 $10,457 $1,379 $ – $ – $ – $ – Construction Costs 135,221 – 4,375 66,040 53,813 10,994 – Total Uses $147,058 $10,457 $5,754 $66,040 $53,813 $10,994 $ – SOURCES OF FUNDS AIP Grants $2,000 $ – $ – $2,000 $ – $ – $ – BIL Grants - AIG Allocated 23,372 – 1,180 12,843 4,674 4,674 – BIL Grants - 2023 Competitive 7,100 – – 7,100 – – – TSA Grant (Design) 1,465 1,465 – – – – – TSA Grant (Construction) 21,214 – – 10,607 10,607 – – Measure C Monies 5,595 – 3,195 800 800 800 – PFC Paygo 5,800 – – 5,800 – – – Bond Proceeds 70,000 – – 26,890 37,732 5,378 – Airport Cash 10,512 8,992 1,379 – – 141 – Total Sources $147,058 $10,457 $5,754 $66,040 $53,813 $10,994 $ – Series 2023 Bond Proceeds. Proceeds of the Series 2023A Bonds in the amount of $70 million will be applied to the Series 2023 Project. PFC Revenues. The Airport received approval of PFC application No. 5 on March 31, 2023 for collection authority of $54.4 million, including $48.2 million for a portion of the debt service on the proposed Series 2023 Bonds and $6.2 million of pay-as-you-go expenses, of which $4.4 million is related to the concourse portion of the 2023 Project. The Airport plans to submit PFC application No. 6 in late 2023 or early 2024 for the [remaining collection authority/$_____ million]. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS–Passenger Facilities Charges.” The Airport expects to receive FAA approval in the near future and expects to begin PFC collection on June 1, 2023. Federal Bipartisan Infrastructure Law Grant. The City expects to apply $23.4 million of FAA funding under the Bipartisan Infrastructure Law – Airport Terminals Program to the 2023 Project. Federal ATP Grant. The City has been awarded $7.1 million under the federal Airport terminal Program to fund safe, sustainable, and accessible projects within the terminal. 8 TSA Grants. The City has been awarded $22.6 million under the federal Department of Homeland Security Transit Security Grant Program for the terminal improvements related to the in-line baggage screening system. Fresno County Measure C Funds. In 1986 Fresno County voters passed Measure C, a one-half cent sales tax to fund transportation improvement within the County. The tax under Measure C expires in 2027. A measure to extend the tax which appeared on the November 2022 ballot failed to achieve the required two-thirds vote. The City plans to apply $5.6 million of Measure C funds to the 2023 Project, of which $2.0 million has been received. Completion of the 2023 Project is not dependent upon the extension of Measure C. Design and Construction The City selected Q&D Construction of Reno, Nevada as the design-builder for the 2023 Project. Q&D partnered with the architectural firm CSHQA, based in Boise, Idaho (the “Architect”) for design of the 2023 Project. Pursuant to a design-build contract, the Architect began work on the 2023 Project in 2020. Design has been completed and construction is expected to commence following issuance of the Series 2023 Bonds with completion expected by September 2025. In a Progressive Design-Build Contract the design-builder delivers the project in two distinct phases with: (a) Phase One including design development, preconstruction services and the negot iation of a guaranteed maximum price (GMP) for Phase Two; and (b) Phase Two including final design, construction and commissioning. Under a GMP the City is obligated to pay only those increased construction costs initiated and approved by the City. The GMP includes more than $6 million for contingencies and change orders to offset construction risk. The Progressive Design-Build Construction Contract requires that the Contractor provide: (i) commercial general liability insurance which includes bodily injury and property damage liability insurance with combined single limits of not less than $5 million per occurrence, (ii) commercial automobile liability insurance with combined single limits of liability of not less than $5 million per occurrence, and (iii) worker’s compensation insurance as required under the California Labor Code. In addition, the “all risk” (excluding earthquake and flood) builders risk insurance in an amount of 100% of the replacement value thereof, is provided under the City’s insurance policy and the contractor is responsible for paying all applicable deductibles in connection with the 2023 Project. In the event of a partial or total destruction by the perils insured against, each contractor agrees to promptly reconstruct, repair, replace and restore all work or material so destroyed or injured. The Progressive Design -Build Contract also requires Q&D to maintain (i) material and labor bonds in an amount of not less than 100% of its contract price, to satisfy claims of material suppliers and of mechanics and laborers employed by Q&D and (ii) performance bonds in the amount of 100% of the contract price to guarantee faithful performance of all of its work. Environmental Matters and Land Use Approvals Projects undertaken by the City, including the 2023 Project, are generally subject to the California Environmental Quality Act, as amended (Division 13 of the California Public Resources Code) (“CEQA”). Under CEQA, a public agency is required, following preparation of an initial assessme nt, to determine whether an environmental impact report (an “EIR”), a negative declaration or a mitigated negative declaration is required for a project. If there is substantial evidence that significant environmental effects may occur, an EIR is required to be prepared. The City Airports Department conducted a CEQA Environmental Assessment and made a mitigated negative declaration finding that 9 was recorded with the County of Fresno in April 2020. All other land use approvals necessary to proceed with the 2023 Project have been obtained or are expected to be received in due course. ESTIMATED SOURCES AND USES OF FUNDS The following table sets forth the estimated sources and uses of funds from the sale of the Series 2023 Bonds. See also “THE 2023 PROJECT.” TABLE 2 ESTIMATED SOURCES AND USES OF FUNDS SOURCES OF FUNDS: Series 2023A Bonds Series 2023B Bonds Total Principal Amount .............................................................. Less: Underwriter’s Discount ............................................ Plus: Net Original Issue Premium ..................................... 2013 Bonds Debt Service Reserve Fund ........................... TOTAL ............................................................................ USES OF FUNDS: Deposit to 2023 Project Account ....................................... Deposit to Escrow Fund(1) ................................................. Deposit to Capitalized Interest Account(2) [Deposit to the Series 2023 Debt Service Reserve Fund] . Deposit to the Series 2023 Costs of Issuance Fund(3) ........ TOTAL ............................................................................... _______________ (1) For redemption of Refunded 2013A Bonds and Refunded Series 2013B Bonds. See “PLAN OF FINANCE.” (2) Interest on the Series 2023A Bonds is capitalized through January 1, 2026. (\3) Includes fees and costs of Bond Counsel, Disclosure Counsel, the Financial Advisor, the Airport Consultant, the Trustee, the Verification Agent, accountants, [bond insurance premiums, reserve account surety bond premium] printing costs, and other miscellaneous costs of issuance of the Series 2023 Bonds. DESCRIPTION OF THE SERIES 2023 BONDS General The Series 2023 Bonds will be issued in fully registered form, without coupons, and, when issued will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), as registered owner of all Series 2023 Bonds. Ownership interests in the Series 2023 Bonds may be purchased in book-entry form only. Purchasers will not receive certificates representing their interests in the Series 2023 Bonds purchased. Payments of principal of, redemption premium, if any, and the interest on the Series 2023 Bonds will be paid by the Trustee to DTC, which is obligated in turn to remit payments to its DTC Participants for subsequent disbursement to the beneficial owners of the Series 2023 Bonds. See APPENDIX F–“INFORMATION REGARDING DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Ownership may be changed only upon the registration books maintained by the Trustee as provided in the Indenture. The Series 2023 Bonds will be dated the date of delivery, issued in denominations of $5,000 or any integral multiple thereof and will bear interest at the rates per annum and mature in the amounts and 10 on the dates shown on the inside cover of this Official Statement. Interest on the Series 2023 Bonds will be payable on July 1 and January 1 of each year, commencing January 1, 20__. Interest will be calculated on the basis of a year of 360 days and twelve 30-day months. Redemption Provisions Optional Redemption. The Series 2023 Bonds maturing on or after July 1, 20__ are subject to redemption prior to their respective stated maturities at the written direction of the City (delivered to the Trustee no later than 45 days prior to the redemption date), from any moneys deposited by the City, as a whole or in part on any date (in such maturities as are designated by the City to the Trustee) on or after July 1, 20__, at the redemption price equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption. Mandatory Sinking Fund Redemption Series 2023A Bonds. Subject to the terms and conditions set forth in the Indenture, the Series 2023A Bonds maturing on July 1, 20__ (the “Series 2023A Term Bonds”) are subject to mandatory sinking fund redemption prior to maturity, in part on July 1 of each year on and after July 1, 20__, by lot by application of Mandatory Sinking Account Payments set forth below at a redemption price equal to the sum of the principal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium: 20__ Series 2023A Term Bonds Mandatory Sinking Account Payment Dates (July 1) Mandatory Sinking Account Payments † _______________ † Maturity. If some but not all of the Series 2023A Term Bonds have been redeemed pursuant to optional redemption the total amount of all sinking account payments shall be reduced by the aggregate principal amount of Series 2023A Bonds so redeemed to be allocated among such Mandatory Sinking Account payments as determined by the City. Notice of Redemption Notice of redemption shall be mailed by the Trustee not less than 30 nor more than 60 days prior to the redemption date to (i) the respective owners of any Series 2023 Bonds designated for redemption at their addresses appearing on the bond registration books of the Trustee, (ii) the Municipal Securities Rulemaking Board, (iii) the Securities Depositories, and (iv) one or more Information Services. So long as the book entry system is used for the Series 2023 Bonds, the Trustee will give any notice of redemption or any other notices required to be given to registered owners of Series 2023 Bonds only to Cede & Co., as nominee for DTC. Any failure of DTC to advise any DTC Participant, or of any DTC Participant to notify the Beneficial Owner, of any such notice and its content or effect will not affect the validity of the redemption of the Series 2023 Bonds called for redemption or any other action premised on such notice. Beneficial Owners may desire to make arrangements with a DTC Participant so 11 that all notices of redemption or other communications to DTC which affect such Beneficial Owners, including notification of all interest payments, will be forwarded in writing by such DTC Participant . See APPENDIX F–“INFORMATION REGARDING DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Cancellation of Redemption Notice The City may, at its option, prior to the date fixed for redemption, rescind and cancel a redemption. Such cancellation does not constitute an event of default under the Indenture. Selection of Series 2023 Bonds for Redemption If less than all Outstanding Series of Series 2023 Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select such Series 2023 Bonds of such maturity date to be redeemed in any manner that it deems appropriate and fair and shall promptly notify the City in writing of the numbers of the Series 2023 Bonds so selected for redemption. For purposes of such selection, Series 2023 Bonds shall be deemed to be composed of $5,000 multiples of principal, and any such multiple may be separately redeemed. Effect of Redemption If notice of redemption has been given as provided in the Indenture and moneys for the payment of the redemption price of such Series 2023 Bonds is held by the Trustee, on the redemption date designated in such notice, the Series 2023 Bonds or portions thereof so called for redemption shall become due and payable at the redemption price therein specified. Interest on the Series 2023 Bonds called for redemption shall cease to accrue from and after the date fixed for redemption and the Series 2023 Bonds called for redemption will cease to be entitled to any benefit or security under the Indenture, and the registered owners of said Series 2023 Bonds will have no rights in respect thereof except to receive payment of the redemption price therefor. (Remainder of this Page Intentionally Left Blank) 12 DEBT SERVICE SCHEDULE The following table presents the debt service requirements for the Bonds following the issuance of the Series 2023 Bonds. TABLE 3 DEBT SERVICE SCHEDULE Total Total Debt Service Debt Service Series 2023A Bonds Series 2023B Bonds Series Fiscal Year on Outstanding 2023 Bonds Ended June 30 Bonds† Principal Interest Total Principal Interest Total Debt Service TOTAL ___________ † Outstanding Bonds consists of the Series 2007 Bonds and the Series 2019 Bonds. The Series 2007 Bonds financed the construction of a consolidated rental car facility for which a Customer Facility Charge was imposed, collections of which may only be applied to pay debt service on the Series 2007 Bonds. The Series 2019 Bonds were a loan from the California Infrastructure and Economic Development Bank to finance construction of the recently-finished parking garage. 13 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS Overview The primary security for the Bonds is Revenues derived from Airport operations. Such Revenues, subject to application thereof to payment of Operating Expenses, are pledged as security. In addition, amounts derived from a passenger facilities charge (the “PFCs”) levied by the Airport will be applied to debt service on the Series 2023 Bonds. PFCs are not part of Revenues, but the application of PFCs to debt service reduces the amount of debt service remaining to be paid from Revenues. A portion of Revenues, the amounts derived from a Customer Facility Charge (the “CFC”) levied by the Airport, may not, under the Indenture and applicable law, be applied to debt service on the Series 2023 Bonds. The CFC was levied by the Airport to finance the construction of a consolidated rental car facility and CFC collections may only be applied to pay debt service on the Series 2007 Bonds issued to finance that facility, or any bonds issued to refund such bonds. The following discussion summarizes the security for the Bonds set forth in the Indenture. Reference is made to APPENDIX D–“SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE” for full definitions of certain terms and a fuller description of the provisions of the Indenture relating to the collection and application of funds thereunder. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS–Table 5–Flow of Funds Chart” for presentations of the flow of funds securing the Bonds. See also “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS–Passenger Facility Charges.” Limited Obligation The Series 2023 Bonds are not secured by a pledge of, or charge or lien upon, any property of the City or any of its income or receipts, except the Revenues, subject to application thereof to payment of Operating Expenses, and certain other funds and accounts held pursuant to the Indenture. Neither the full faith and credit nor the taxing power of the City is pledged to the payment of the principal of, redemption premium, if any, and interest on the Series 2023 Bonds. The payment of the principal of, or the interest on the Series 2023 Bonds does not constitute a debt, liability or obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which it has levied or pledged any form of taxation. Pledge of Revenues Subject to Application thereof to Operating Expenses The Series 2023 Bonds are secured by a pledge of, lien on and security interest in the Revenues derived by the City from the operation of the Airport on a parity with the pledge and lien on and security interest securing the Series 2007 Bonds, the Series 2019 Bonds, and any Additional Bonds issued under the Indenture, subject to the provisions of the Indenture regarding limitation on the use of certain Revenues. The pledge of Revenues to repay the Series 2023 Bonds is subject to the prior application thereof to payment of Operating Expenses. “Revenues” include, without limitation, all rentals, rates, fees and other charges for the use of the Airport or for related services, and income from investment of amounts held in certain Indenture funds and accounts, subject to certain exclusions. Revenues do not include PFC Revenues (defined below). See APPENDIX D–“SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE–DEFINITIONS.” “Revenues” also include CFC Revenues (defined below), but CFC Revenues may not be applied to debt service on the Series 2023 Bonds, and are not pledged to payment of debt service on the Series 2023 Bonds. 14 Passenger Facility Charges The City expects that a portion of debt service on the Series 2023 Bonds will be paid from revenues (“PFC Revenues”) from passenger facilities charges (the “PFCs”) collected by air carriers and remitted to the City. Overview of PFCs. The Aviation Safety and Capacity Expansion Act of 1990 (P.L. 101-508) allows public agencies controlling commercial service airports with regularly scheduled service and enplaning 2,500 or more passengers annually to charge each enplaning passenger using the airport a $1.00, $2.00 or $3.00 facility charge, referred to as a “PFC.” The Wendell H. Ford Aviation Investment and Reform Act for the 21st Century (P.L. 106-181) increased the maximum allowable PFC which may be charged by qualifying airports from $3.00 to $4.50. Public agencies wishing to impose and use PFCs are required to apply to the Federal Aviation Administration (the “FAA”) for such authority and meet the requirements specified in the legislation and pending regulations issued by the FAA. Regardless of the number of PFC applications which have been approved by the FAA, an airport can only collect a maximum of $4.50 on each enplaning passenger under current legislation. The proceeds from PFCs are to be used to finance approved eligible airport -related projects that preserve or enhance capacity, safety or security of the national air transportation system, reduce noise from an airport that is part of the system or provide an opportunity for enhanced competition between or among air carriers or foreign air carriers. “Eligible airport-related projects” include airside development, planning, terminal development, airport noise compatibility measures and planning and construction of gates and related areas (other than restaurants, rental car facilities, automobile parking or other concessions) for the movement of passengers and baggage. PFCs received by the City are subject to audit and final acceptance by the FAA and costs reimbursed with PFC collections are subject to adjustment upon audit by the FAA. Pursuant to various FAA approvals, the City is authorized to collect PFCs in the amount of $4.50 per enplaned passenger until the amount of $55.9 million is received. Use of PFC funds is limited to either debt service for, or direct costs of, those projects listed in the Record of Decision authorizing the Airport to collect a $4.50 PFC. After the Airport receives PFC authorizations from the FAA and notifies the airlines, the airlines collect PFC revenues and remit to the Airport on a monthly basis, net of collecti ons fees. The PFC authorizations can be amended over time based on actual project costs and related financing costs. While PFC revenues are not pledged Revenues under the Indenture, the Airport expects to collect a substantial amount of PFC Revenues and use a portion of such PFC Revenues for (a) the eligible debt service of the Series 2023A Bonds and (b) for the 2023 Project on a pay-as-you-go basis. The Airport has received the approval for the PFC Application No. 5, which, among other authorizations, allows the Airport to use approximately $1.8 million annually for the eligible debt service on the Series 2023A Bonds. The Airport expects to submit PFC Application No. 6 for other PFC-eligible components of the 2023 Project. As reflected in Appendix A – REPORT OF THE AIRPORT CONSULTANT, the Airport Consultant estimates that 62% of the annual debt service on the Series 2023A Bonds, or $3.8 million, will be eligible for PFC revenues after the future PFC Application No.6 approval. Application of PFCs to Debt Service. The Indenture requires the City to deposit all PFC Revenues it receives into the PFC Revenue Fund held by the City. Thereafter, the City transfers an amount of PFC Revenues (the “Covenanted PFC Revenues”) equal to the “Covenanted Portion” of PFC Revenues, which consist of the first $3.00 per enplaned passenger (as such amount may be changed by 15 the City) and any investment income into the Covenanted PFC Account held by the City. These Covenanted PFC Revenues are accumulated in the Covenanted PFC Account in each Fiscal Year until the balance reaches the “Minimum PFC Contribution”, which is the amount of PFC Revenues that can legally be applied to debt service) (which is pledged to the payment of the Series 2023A Bonds. Upon issuance of the Series 2023 Bonds, and the refunding of the Series 2013 Bonds, the Minimum PFAC Contribution will be reduced from $1.6 million to $0. Following the end of each Fiscal Year, the City must transfer the balance in the Covenanted PFC Account to the Trustee to be applied to debt service (or reserve fund replenishment) in the following Fiscal Year. The Trustee may only apply such amounts received to the Series 2023 Bonds or any other bonds with debt service eligible to be paid from PFC Revenues. The City may apply PFC Revenues nmot applied to pay debt service to PFC-eligible projects or for any other lawful purpose. The City may apply excess PFC Revenues above the Minimum PFC Contribution to pay debt service on the Series 2023 Bonds to the extent legally payable from PFCs. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS–Passenger Facility Charges” for a discussion of limitations on the ability to apply PFC Revenues to debt service. The City has, in the past, applied a portion of such excess PFC Revenues to debt service on Bonds. To the extent Covenanted PFC Revenues in any Fiscal year are less than $1.6 million, the City intends to apply, to the extent available, non-covenanted PFC Revenues to offset debt service payments. The City intends to apply a portion of the collected amounts from PFC application No. 5 to pay principal and interest on the Series 2023 Bonds as permitted by the Indenture. In the event the PFC application No. 6 is not approved, the City would have to pay debt service from other available funds and may have to increase airline rates and charges to pay debt service. Historical PFC Collections and Application Table 4 below sets forth historical PFC collections and application to debt service. TABLE 4 HISTORICAL PFC COLLECTIONS AND APPLICATION PFC Revenue Applied to Fiscal Year PFC Collections Debt Service 2017-18 $3,419,433 $1,600,000 2018-19 3,886,931 1,600,000 2019-20 3,143,343 1,600,000 2020-21 2,688,516 1,600,000 2021-22 4,234,185 1,600,000 2022-23 [Statement re lapse of authority?] ______________ (1) Covenanted PFC Revenues are accumulated in each Fiscal Year up to the Minimum PFC Contribution which is applied to Debt Service in the following Fiscal Year. See “–Application of PFCs to Debt Service” above. (2) Applied to Debt Service in the then-current Fiscal Year. Source: Airport Management Records. 16 TABLE 5 FLOW OF FUNDS CHART 17 Rate Covenant The City has covenanted in the Indenture to fix and collect rentals, rates, fees and charges to provide Revenues at least sufficient in each Fiscal Year for the payme nt of all of the following: (i) Operating Expenses during such Fiscal Year; (ii) Adjusted Debt Service for such Fiscal Year; (iii) the amount, if any, to be paid during such Fiscal Year, into each Debt Service Reserve Fund; (iv) the amount, if any, to be paid in such Fiscal Year into the Operating Reserve Account, (v) the amount, if any, to be paid in such Fiscal Year into the Subordinated Indebtedness Fund, (vi) the amount, if any, to be paid during such Fiscal Year into the Renewal and Replacement Fund; and (vii) all other charges or other amounts payable out of Revenues during such Fiscal Year. In addition to the requirements described in the preceding paragraph, the City will fix, and collect rentals, rates, fees and charges so as to yield Net Revenues during the then -current Fiscal Year in an amount, together with Other Available Funds, which is equal to at least 125% of Adjusted Debt Service for all Outstanding Bonds for said Fiscal Year. The City may make adjustments from time to time in such rentals, rates, fees and charges and may make such classification thereof as it deems necessary. If, following the establishment of rentals, rates, fees and charges, Operating Expenses or other costs in connection with the operation and maintenance of the Airport exceed the amounts estimated by the City, or the Revenues are less than the amounts estimated by the City, the City shall as soon as practical revise such rentals, rates, fees and charges so as to satisfy the foregoing requirements. The City shall not reduce rentals, rates, fees and charges below those then in effect unless the Revenues from such reduced rates will at all times be sufficient to meet the foregoing requirements. Purchasers of the Series 2023 Bonds are advised to review the Debt Service Coverage calculations under the caption “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS– Historical Debt Service Coverage” and “–Forecast Debt Service Coverage” which calculations present how PFC Revenues have been applied, and are expected to be applied, to demonstrate compliance with the rate covenant.” Debt Service Reserve Fund General. The Original Indenture created a Debt Service Reserve Fund and within such Debt Service Reserve Fund, one or more funds or accounts relating to one or more series of Bonds. The Indenture establishes the 2023 Debt Service Reserve Fund as security solely for the Series 2023 Bonds. The deposit to the Debt Service Reserve Fund for the Series 2023 Bonds will be $_______, which amount will be deposited from proceeds of the Series 2023 Bonds. Amounts in the 2023 Debt Service Reserve Fund will be used to make up deficiencies in the amounts available to pay principal of, premium, if any, or interest on the Series 2023 Bonds when due. The Indenture defines “Debt Service Reserve Requirement” as of any date of calculation by the City with respect to any Series of Bonds, an amount which, when added to the amount of any Financial Guaranties then in effect and delivered pursuant to the Indenture or any Supplemental Indenture then in effect, is equal to the least of (A) 10% of the initial offering price of such Series of Bonds (determined in accordance with the Code); (B) Debt Service for the Outstanding Bonds of such Series for the then current or any future Fiscal Year in which such Debt Service is a maximum, or (C) 125% of the average annual Debt Service on such Series of Bonds. In the event a Debt Service Reserve Fund is maintained to secure more than one Series of Bonds, these calculations may be made on a composite basis. In calculating Debt Service for the last Fiscal Year in which the Series 2023 Bonds are outstanding for the purposes of calculating the amounts in clauses (B) and (C) above, an amount equal to the amount then on debt in the 2023 Debt Service Reserve Fund will be deducted from such year’s Debt Service. 18 See APPENDIX D–“SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE–2023 DEBT SERVICE Reserve Fund” for a more detailed description of provisions of the Indenture pertaining to the 2013 Debt Service Reserve Fund. Additional Obligations Additional Bonds. Additional Bonds on a parity with the lien on Revenues, subject to application thereof to payment of Operating Expenses, with the Series 2023 Bonds and all currently outstanding Bonds may be issued under the Indenture for the purpose of paying all or a portion of the cost of any Capital Improvement. The Indenture requires, among other things, that one of the following three conditions be satisfied prior to the issuance of Additional Bonds: (i) the Net Revenues, together with Other Available Funds, as determined from the accounting records of the City, for the last Fiscal Year or last 12 month period for which financial statements were prepared whichever is later, preceding the date of the issuance of such Series of Bonds, plus: (a) An allowance for additional Net Revenues from any additions or improvements to the Airport to be made from any source, including the proceeds of such Series of Bonds or Bonds previously issued, but which, during all or any part of such Fiscal Year or reported 12 month period, were not in service (but less any Net Revenues attributable to any such additions or improvements and received during such Fiscal Year or reported 12 month period), all in an amount equal to 100% of the estimated additional average annual Net Revenues to be derived from such additions and improvements for the first 24 months in which each addition or improvement is respectively to be in operation, all as shown by the certificate or opinion of a Qualified Independent Airport Consultant; and (b) An allowance for additional Net Revenues arising from any increase in the charges made for the use of the Airport which has become effective prior to the issuance of such Series of Bonds, but which, during all or any part of such Fiscal Year or reported 12 month period, was not in effect, in an amount equal to 100% of the amount by which the Net Revenues would have been increased if such increase in charges had been in effect during the whole of such Fiscal Year or reported 12 month period, as shown by the certificate or opinion of a Qualified Independent Airport Consultant; shall have produced a sum equal to at least 125% of Maximum Annual Adjusted Debt Service with respect to the Bonds to be Outstanding upon the issuance of such Series of Bonds. For the purposes of calculating Maximum Annual Adjusted Debt Service, the City may assume that PFC Revenues to be deposited into the PFC Debt Service Escrow Fund for each future Fiscal Year shall equal the PFC Revenues deposited in such Fund in the Fiscal Year preceding the year in which such calculation is made. (ii) With respect to any Series of Additional Bonds issued to pay the Cost of a Capital Improvement and in lieu of satisfying the requirements described in Paragraphs (i) or (iii) of this section, a written report of a Qualified Independent Airport Consultant setting forth projections indicating that the estimated annual Net Revenues, together with Other Available Funds, as then estimated by the Qualified Independent Airport Consultant, for each of the first three complete Fiscal Years immediately following the estimated Date of Beneficial Occupancy of the Capital Improvement to be financed from the proceeds of such Series of Additional Bonds, will produce a sum equal to at least 125% of Maximum Annual Adjusted Debt Service in each of such years with respect to the Bonds to be Outstanding upon the issuance of such Series of Bonds. For the purposes of calculating Maximum Annual Adjusted Debt Service in each of the three Fiscal Years referenced above, the City shall reduce Maximum Annual 19 Adjusted Debt Service by the amount of PFC Revenues projected to be deposited in the PFC Debt Service Escrow Fund in each of such Fiscal Years. Notwithstanding the above, such three-year period shall be deemed to end no later than the date which is five years after the end of the Fiscal Year in which such calculation is made. (iii) With respect to any Series of Bonds issued to pay the Cost of completing any Capital Improvement for which Bonds have previously been issued, which Series of Bonds in the aggregate shall not exceed 10% of the outstanding principal amount of the Bonds previously issued for the Cost of such Capital Improvement, and in lieu of satisfying the requirements described in paragraphs (i) or (ii) above, a certificate of an Authorized Representative certifying that the amount of proceeds to be available for such Cost of such Capital Improvement will be sufficient to pay the remaining estimated Cost of such Capital Improvement and a certificate of a Qualified Independent Airport Consultant to the effect that the scope of such Capital Improvement has not been materially increased since the last issuance of Bonds in connection with the issuance of which the requirements described in paragraphs (i) or (ii) above were satisfied. Refunding Bonds. Refunding Bonds may be issued under the Indenture to refund all Outstanding Bonds of one or more Series or all or any Outstanding Bonds within a Series. The Indenture requires that Refunding Bonds be issued in a principal amount sufficient, together with other moneys available therefor, to accomplish such refunding including providing amounts for the costs of issuance of such Refunding Bonds and the making of any deposits into the funds and accounts required by the provisions of the Supplemental Indenture authorizing such Series of Refunding Bonds. With respect to any Series of Refunding Bonds, the Trustee must receive a certificate of an Authorized Representative to the effect that the Debt Service for all Outstanding Bonds in each Fiscal Year after the issuance of such Refunding Bonds, and the application of the proceeds thereof to the refunding of Bonds, shall not be greater than the Debt Service for all Outstanding Bonds immediately prior to the issuance of such Refunding Bonds. Other Bonds or Indebtedness. The City may incur indebtedness payable from Revenues on a subordinate basis to the pledge of Revenues, following application thereof to payment of Operating Expenses, which secures the Series 2023 Bonds. The City may also enter into interest rate swap agreements in connection with future issuances of Bonds upon compliance with the terms of the Indenture. There is currently no subordinate indebtedness outstanding under the Indenture. Other Obligations Nothing in the Indenture is intended to restrict or limit the right of the City to issue Grant Bonds or Special Facility Bonds, or to incur other indebtedness or obligations which are payable from any source of funds not included in the Trust Estate established pursuant to the Indenture. 20 Historical Debt Service Coverage The following table reflects historical Net Revenues and the calculation of debt service coverag e on the Bonds by the Airport Consultant based on such Net Revenues for Fiscal Years 2017-18 through 2021-22. TABLE 6 HISTORICAL DEBT SERVICE COVERAGE (FISCAL YEARS ENDED JUNE 30) ($ IN THOUSANDS) 2017-18 2018-19 2019-20 2020-21 2021-22 Revenues $26,535,186 $28,101,705 $27,150,097 $33,470,367 $41,093,450 Less: CFC Revenues(1) (644,077) (793,494) (525,262) 544,182 Less: Operating Expenses (17,354,855) (18,700,803) (19,800,353) (20,626,205) (21,037,213) Net Revenues(1) 8,536,254 8,607,408 6,824,482 - 20,600,419 Other Available Funds(2) 377,368 386,003 395,160 415,921 Net Revenues and Other Available Funds 8,913,622 8,993,411 7,219,642 12,844,162 21,016,340 Series 2013 Bonds Debt Service 2,801,344 2,802,344 2,801,944 2,804,394 Less: PFC Revenues (1,600,000) (1,600,000) (1,600,000) (1,600,000) (1,600,000) Adjusted Series 2013Bonds Debt Service(3) 1,201,344 1,202,344 1,201,944 1,204,394 Series 2019 Bonds Debt Service 0 2,141,222 1,958,989 Total Adjusted Debt Service 2,710,814 2,746,357 4,923,805 4,827,068 Calculated Debt Service Coverage 3.29 3.27 1.47 (4) 4.35 Required Debt Service Coverage 1.25 1.25 1.25 (4) 1.25 ________________ (1) State of California law requires the exclusion from the calculation of debt service coverage of CFC revenues in excess of annual Debt Service on Series 2007 Bonds. (2) See “–PFC Revenues” above. (3) Includes application of certain PFC revenues to debt service on the Series 20 13 Bonds. (4) Debt Service in Fiscal Year 2020-21 was paid from grant funds. Source: Airport Management Records. 21 Forecast of Debt Service Coverage The following table sets forth a summary of the forecast of Net Revenues in the Report of the Airport Consultant attached hereto as APPENDIX A and the calculation of debt service coverage on the Bonds (including the Series 2023 Bonds) based on such Net Revenues for Fiscal Years 2022 -23 through 2027-28. TABLE 7 FORECAST OF DEBT SERVICE COVERAGE (FISCAL YEAR ENDED JUNE 30) ($ IN THOUSANDS) 2022-23 2023-24 2024-25 2025-26 2026-27 2027-28 Revenues $42,420 $45,481 $43,391 $47,794 $51,769 $53,438 Less Operating Expenses (26,371) (29,156) (30,613) (33,185) (35,938) (37,735) Net Revenues $16,049 $16,326 $12,778 $14,609 $15,831 $15,703 Other Available Funds(1) 426 437 447 458 470 482 Total Available $16,475 $16,762 $13,225 $15,066 $16,300 $16,184 Net Debt Service Series 2007 Bonds $1,705 $1,746 $1,789 $1,831 $1,879 $1,926 Series 2013 Bonds 2,802 – – – – – Series 2019 Bonds 1,957 1,954 1,952 1,949 1,946 1,943 Series 2023 Bonds(2)* – 2,800 2,800 6,623 8,903 8,904 Subtotal $6,463 $6,501 $6,540 $10,403 $12,729 $12,774 PFC Contribution(3) (1,600) (1,600) (1,600) (3,965) (5,370) (5,369) Adjusted Debt Service $4,863 $4,901 $4,940 $6,438 $7,358 $7,405 Indenture Based Debt Service Coverage 3.39 3.42 2.68 2.34 2.22 2.19 _______________ (1) Other Available Funds equal 25% of debt service on the Series 2007 Bonds. (2) Estimated by Raymond James. (3) There is no assurance that the actual amounts will not vary from the amounts shown. * Preliminary, subject to change. Source: Unison Consulting, Inc. See APPENDIX A–“REPORT OF THE AIRPORT CONSULTANT.” [BOND INSURANCE] [To Come – If Applicable] 22 CITY AIRPORTS Overview The City owns and operates two airports (“City Airports”); the Fresno Yosemite International Airport (the “Airport”), a commercial service airport, and Fresno-Chandler Executive Airport (“Chandler Airport”), a general aviation reliever airport. The Airport is a small-hub commercial service airport with precision instrument approaches and a 24-hour air traffic control tower that principally serves commercial, air cargo, military and high-performance aircraft. The Chandler Airport is classified by the FAA as a “reliever airport” and is intended to complement service at the Airport by serving lower performance general aviation aircraft of less than 12,500 pounds gross weight. The City Airports serve a six-county region in central San Joaquin Valley. For information regarding the City Airports, see “CITY AIRPORTS.” Service Area The Airport serves a six-county region in central San Joaquin Valley. See APPENDIX A–“REPORT OF THE AIRPORT CONSULTANT – Section 2.2 – AIRPORT SERVICE AREA” for more information. Current Airport Facilities General. The Airport is operated as a self-supporting enterprise of the City. The Airport occupies approximately 1,700 acres and is located approximately 7.5 miles northeast of the downtown area of the City. Airfield. The runway and taxiway system at the Airport occupies approximately 550 acres and includes two parallel runways. The primary runway, 29R-11L, is 9,539 feet long and 150 feet wide with 1,000 by 500 foot runway safety areas at the departure ends of runway 29R. Runway 29R-11L, together with its associated taxiways, can accommodate most aircraft in service today and has been designed for Group IV aircraft in accordance with FAA criteria for future generations of aircraft. There is a 675 foot separation between the runways. If required, runway 11L/29R can be extended to 10,000 feet on property within the present boundaries of the Airport. Runway 11R/29L, the secondary runway at the Airport, is 8,008 feet long and 150 feet wide with a 1000 foot by 500 foot runway safety area on each end. Runway 29R-11L is equipped with a Category III(b) instrument landing system (an “ILS”), a 3,000 foot Approach Light System with Runway Alignment Indicator Lights, high-intensity strobe approach light lane, high-intensity runway edge, centerline, and touchdown zone lights, runway end identification lights, and visual approach slope indicators. This system permits qualified pilots operating appropriately equipped aircraft to land in near-zero visibility conditions. The system enhances the air service capability at the Airport during the winter months when tule fog is prevalent in the Central Valley. Passenger Terminal Facilities. The passenger terminal facilities (the “Terminal”) consist of the terminal, baggage claim, and concourse buildings together with associated aircraft boarding aprons, access and service roadway systems and parking areas. The terminal building, originally completed in 1962 and remodeled in 1993 and 2010, covers approximately 63,000 square feet and contains airline ticket counters, baggage handling areas, administrative offices, concessions and other passenger services. The concourse building, originally constructed in 1962, remodeled in both 1978 and 1997, and expanded in 2002, covers approximately 88,000 square feet and contains six passenger loading bridges, passenger boarding lounges, security areas, airline offices, a food court, a business center, a children’s play area and various concessions. The enclosed baggage claim facility was completed in 1988, remodeled in 2009, 23 and comprises an area of approximately 14,000 square feet and includes car rental counters and two baggage carousels. The terminal provides free wireless internet (Wi-Fi) access. As part of a terminal modernization project in 2008, the Airport implemented shared use technology for the ticketing and check in process, which allows an airline to operate at any ticket counter location. The shared use technology enables the ticketing/check-in counters to be utilized to their maximum possible efficiency. As a result, the Airport can defer the need for expansion of the terminal ticketing counter space. See “CAPITAL PROJECTS AND PLANNING.” Gates. The Airport has a total of 12 gates used by the airlines on a common use basis, including 6 gates located on the second-floor concourse, referred to as the “POD Concourse,” and 6 gates located on the ground floor. Gates 9 and 10 provide ground-level boarding for the gates 11 and 12 parking positions. The second-floor POD Concourse gates and ground floor Gate 8 are served by passenger boarding bridges with 400HZ power and preconditioned air, and the other gates are supplied 400HZ power through the use of portable convertors. All other terminal space, with the exception of airline offices, are also used on a common use basis. See “CAPITAL PROJECTS AND PLANNING.” Fuel System. Fuel is delivered by truck to airlines, corporate and private aircraft, the U.S. Forest Service, the California Highway Patrol, the Fresno County Sheriff and the military aircraft operating at the Airport by third party contractors authorized by the City to provide such fueling services. Ground Transportation and Parking Facilities. An Airport entryway to align with a planned freeway 180 extension was completed in April 2001. There are a total of 3,486 parking spaces at the Airport, consisting of a four-level covered parking structure with 920 spaces near terminal entrances opened in November of 2021, a 2,268-space surface public parking lot that connects to the passenger terminal facilities by at-grade walkways, and 298 additional spaces reserved for employee parking. The Airport provides a free, 13-space, Cell Phone Waiting Area located east of terminal that permits motorists to remain in their vehicles for up to 60 minutes to pick up incoming passengers when called by cell phone. The Cell Phone Waiting Area is in compliance with the Aviation Act requirements that restricts vehicles from waiting at the curbside of terminals. Cargo and Maintenance Facilities. Cargo carried by commercial airlines is processed through the remodeled terminal. Cargo carried by freight forwarders and consolidators is located on an approximately 87 acre “Air Cargo Park” located on the north side of the Airport. The Air Cargo Park was constructed by the Airport in 2004 and includes an approximately 15.5 acre aircraft ramp and cargo processing area, ground service equipment storage, truck loading and unloading areas, administrative support spaces, and storage and maintenance facilities. Pursuant to the terms of a 10-year land lease, Federal Express and United Parcel Services each constructed an approximately three acre cargo processing facility adjacent to the Air Cargo Park. Both are currently operating at the cargo facility. The Federal Express lease period originally ended in January 2017, and has been extended twice with the current term expiring on December 31, 2026; and the United Parcel Service lease originally ended in April 2019 and has also been extended twice with the current term expiring on December 31, 2026. Approximately 264,000 square feet in maintenance facilities are located on the northeast side of the airfield. Two airlines operating at the Airport occupy these facilities pursuant to the terms of long- term leases. Consolidated Rental Car Facility. In 2009, the Airport completed construction of a 46,000 square foot single-story consolidated rental car facility (the “CRCF”) adjacent to the Terminal building to 24 house all rental car operations at the Airport, including customer service, storage and maintenance. The CRCF was designed to accommodate the six car rental companies currently operating at the Airport. The CRCF is designed to accommodate additional car rental companies without any major reconfiguration. The rental car ready/return area, which is part of the CRCF, is adjacent to the Terminal Bag Claim area. There is no shuttle service needed, as customers can walk to their rental vehicle and can return it to the same area as they enter the terminal through the bag claim entrance upon their return. The CRCF was funded from proceeds of the Series 2007 Bonds and CFC Revenues are pledged to repayment thereof. General Aviation. General Aviation facilities at the Airport are located primarily west of the Terminal on approximately 13 acres. The General Aviation area consists of private and corporate aircraft hangar facilities, as well as nine aviation-related businesses, offering fueling, flight training, flight schools, aircraft sales and rentals, aircraft storage and maintenance, avionics services, charters and hangar rentals. There are also two other General Aviation hangars located at the Airport, one is operated by the California Highway Patrol and the other is operated by Rogers Helicopter. Organization and Management Management of the City Airports is led by the Director of Aviation, who has the authority to administer the affairs of the City Airports as the Manager thereof. The Director of Aviation is appointed by and serves at the pleasure of the City Manager. Brief biographies of the principal members of the senior management team at the Airport are set forth below: Henry L. Thompson, A.A.E., IAP was appointed Director of Aviation in December 2021 after a nation-wide search. Mr. Thompson comes to Fresno Airports with more than 35 years of experience in aviation/airport management. His career includes management of small, medium, and large commercial service airports, including more than 22 years at San Francisco International Airport (SFO); Mineta-San Jose International Airport (SJC); Shreveport Airport Authority (SHV/DTN), and Santa Barbara Airport (SBA). He served in the United States Air Forces in Air Traffic Controller and Airport Management for more than 9 years. Mr. Thompson also served as a Financial Accountant at the Chronicle Publishing Company’s cable television headquarters for 6 years. He has a Master of Business Administration (MBA) in Finance from Golden Gate University, San Francisco, and a Bachelor of Business Administration (BBA) from National University, San Diego. He is an Accredited Airport Executive (A.A.E.) through the American Association of Airport Executives (AAAE) and an International Aviation Professional (IAP) through Airports Council International (ACI). Francisco Partida, C.M., USAP was appointed Assistant Director of Aviation in March 2023 after a nation-wide search. Mr. Partida is an experienced airport executive with a strong background in management and joins Fresno’s Airports Department from Brownsville/South Padre Island International Airport in Brownsville, Texas. He brings over 18 years of professional aviation experience, including having served in airport management, as a corporate pilot, and in private sector marketing and advertising positions. Mr. Partida is enrolled in the Master of Science in Leadership Program (MS) at Embry Riddle Aeronautical University and earned a bachelor’s degree in Tourism Business Management from the Universidad Cuauhtémoc in Guadalajara, Mexico. He is a Certified Member (C.M.) of the American Association of Airport Executives (AAAE) and a United States Airport Professional (USAP) through Airports Council International – North America (ACI-NA). 25 Melissa Garza-Perry was appointed Airports Properties Manager in 2018. Ms. Garza-Perry is responsible for negotiating, drafting and managing the contracts between the City and all entities doing business on or at the City Airports. Prior to this appointment, she served as Airports Properties Supervisor for the City of Fresno, Airports Department; as Airports Properties Specialist for the City of Fresno Airports Department; and she started her aviation career as the Senior Secretary for the Properties Department for the City of Fresno, Airports Department. She has been with the City of Fresno for over 18 years of service. Ms. Garza-Perry holds a Bachelor of Science degree in Business Administration with an option in the Legal Environment of Business from California State University, Fresn o and a Juris Doctor degree from San Joaquin College of Law. Mark Davis was appointed Airports Planning Manager in 2014. Mr. Davis is responsible for planning, environmental studies, securing grant funding, design, and construction of the capital improvement programs at the Airport and Chandler Airport. Prior to this appointment, he spent 5 years with the Airport and 2 years with the City General Services Department as a Project Manager, interfacing directly with architects, engineers, construction managers and contractors on Airport and City development projects and overseeing the Airport Noise Program. Before joining City service, Mr. Davis owned and operated an industrial manufacturing and construction firm for 25 years. Mr. Davis has a Bachelor’s degree in Business Administration from National University in San Diego, California. Alicia Mirando was appointed Airports Operations Manager in 2017. Ms. Mirando is responsible for the day to day safe, compliant, and effective operation of the City’s two airports as well as emergency preparedness and aviation security. Ms. Mirando has spent the last 12 years working in airport operations and management at both commercial service and general aviation airports including Boeing Field King County International Airport (BFI), City of Fresno (FAT/FCH), and Greeley-Weld County Airport (GXY). She also has prior airline systems operations and other aviation industry experience totaling more than 16 years. Ms. Mirando has a Bachelor of Science degree in Aviation Management from the Metropolitan State University of Denver and is a Certified Member (C.M.) of the American Association of Airport Executives and an FAA-licensed aircraft dispatcher. Airline Service General. In Fiscal Year 2021-22, eight certificated carriers provided nonstop service from the Airport to 12 domestic destinations and to Guadalajara, Leon, Morelia, and Mexico City, Mexico. These airlines primarily offer flights to the regional hubs of major airlines, including Chicago (United Airlines), Los Angeles (United Airlines and Alaska Airlines), Denver (United Airlines, Frontier Airlines, and Southwest Airlines), San Francisco (United Airlines), Phoenix (American Airlines), Salt Lake City (Delta Airlines), Seattle, Portland and San Diego (Alaska Airlines), Dallas/Fort Worth (American Airlines), Las Vegas Southwest, and Allegiant), Guadalajara (AeroMexico and Volaris airlines), Mexico City (AeroMexico) and Morelia and Leon (Volaris). 26 Aircraft Operations Table 8 shows historical aircraft operations at the Airport. Operations increased from 77,162 in Fiscal Year 2020-21 to 85,722 in Fiscal Year 2021-22. From Fiscal Year 2020-21 to Fiscal Year 2021- 22, the total number of aircraft operations increased 11.09%. General aviation and military operations together accounted for 62.41% of total operations at the Airport in Fiscal Year 2021-22, while air carriers represented 26.36% and air taxi, commuter passenger and cargo airlines accounted for 11.23%. TABLE 8 FRESNO YOSEMITE INTERNATIONAL AIRPORT HISTORICAL AIRCRAFT OPERATIONS Fiscal Year Air Carriers Air Taxi/ Commuters General Aviation Military Total Annual Increase (Decrease) 2013 11,738 21,922 83,721 9,029 126,410 2.95% 2014 12,201 22,665 83,772 9,438 128,076 1.32 2015 13,094 19,943 69,660 7,573 110,270 (13.90) 2016 15,698 15,536 63,493 6,434 101,16 (8.26) 2017 17,087 15,371 54,423 5,953 92,834 (8.23) 2018 17,911 13,772 41,913 7,752 81,348 (12.37) 2019 20,123 12,753 50,616 7,033 90,525 11.28 2020 17,904 10,135 45,180 6,556 79,775 (11.88) 2021 17,672 8,199 43,789 7,502 77,162 (3.28) 2022 22,598 9,626 46,453 7,045 85,722 11.09 First Seven Months of Fiscal Year (July through January) 2022 10,409 4,447 24,881 4,419 44,156 N/A 2023 11,998 5,096 28,501 4,842 50,437 N/A ____________ Source: Air Traffic Control Tower Counts. The number of general aviation operations increased from 43,789 in Fiscal Year 2020-21 to 46,453 in Fiscal Year 2021-22, reflecting larger numbers of private aircraft using the services provided by the Airport’s two Fixed Base Operators. As of January 31, 2023, 163 general aviation aircraft are based at the Airport. The California Air National Guard is the primary military user of the Airport, typically flying [60] flights per week. The U.S. Army Aviation Classification Repair Activity Depot maintains a helicopter repair facility on site for Black Hawk and Cobra aircraft. For the past several years, annual totals ranged from a low of 5,953 in Fiscal Year 2016-17 to a high of 10,072 in Fiscal Year 2009-10 for military aircraft operations. In Fiscal Year 2021-22, 102 general aviation aircraft were based at Chandler Airport compared to 98 in Fiscal Year 2020-21. Annual aircraft operations at Chandler Airport have ranged from approximately 24,885 in 2017 to approximately 30,660 in 2022. 27 Table 9 below sets forth the air carriers serving the Airport in Fiscal Year 2021-22. TABLE 9 FRESNO YOSEMITE INTERNATIONAL AIRPORT SCHEDULED AIRLINES SERVING THE AIRPORT (FISCAL YEAR 2021-22) Mainline Jet Aircraft(1) Regional, Commuter Aircraft and Charter(2) All-Cargo Airlines Aeromexico Delta Airlines FedEx Alaska/Horizon Airlines United Airlines United Parcel Service Allegiant Air Charter airlines (various) American Airlines Express Jet Southwest Airlines United Airlines Volaris ______________ (1) Defined as aircraft with greater than 60 seats. (2) Defined as aircraft with less than or equal to 60 seats. Source: Airport Management Records Low Cost Carriers. Currently, there are three airlines operating at the Airport offering low-cost carrier service: Allegiant, Southwest, and Volaris. The combined market share of the low-cost carriers increased from approximately 21.04% of enplaned passengers in Fiscal Year 2020-21 to approximately 30.46% of enplaned passengers in Fiscal Year 2021-22. For the first six months (July through December) of Fiscal Year 2022-23, the combined market share of low-cost carriers decreased to approximately 26.7% of enplaned passengers compared to approximately 28.7% during the same period of Fiscal Year 2021-22. The decrease is due primarily to Express Jet filing for bankruptcy protection and Frontier Airlines no longer operating out of the Airport. Other Air Service. Other users of the Airport include more than 131 corporate and privately owned aircraft operating from two major Fixed Base Operators (“FBOs”). The U.S. Forest Service and the California Department of Forestry operate two aerial tankers from their Air Attack Base, fighting forest fires throughout the western states. The California Highway Patrol, Fresno County Sheriff, and Fresno Police Department maintain flight facilities for helicopter and fixed-wing operations. The Airport is also home to three military aviation activities. The largest is the California Air National Guard which maintains its headquarters for the 144th Fighter Wing. Five subsidiary air defense command units operate 15 F-16 aircraft. The California Army National Guard operates an Aviation Classification Repair Activity Depot (AVCRAD). 28 Passenger Traffic Enplanements. During Fiscal Year 2021-22, the Airport handled 1.1 million total enplaned passengers, representing a 70.91% increase compared to total enplaned passengers in Fiscal Year 2020-21. See APPENDIX A–“REPORT OF THE AIRPORT CONSULTANT–Section [3.2.4–“Monthly Enplanements.” Historical passenger enplanements for Fiscal Years 2012-13 through 2021-22 and the first seven months (July through January) of Fiscal Year 2022-23 are shown in the Table 10 below. TABLE 10 FRESNO YOSEMITE INTERNATIONAL AIRPORT ENPLANED PASSENGERS BY AIRCRAFT Average Fiscal Aircrafts Aircrafts Annual Year with 60 or with Fewer Charter Total Increase June 30 More Seats Than 60 Seats Airline Enplanements (Decrease) 2013 298,584 386,377 3,578 688,539 6.65% 2014 424,471 289,146 3,407 717,024 4.14 2015 333,864 367,178 3,429 704,471 (1.75) 2016 280,790 456,357 3,391 740,538 5.12 2017 566,991 200,818 3,581 771,390 4.17 2018 584,644 228,660 3,349 816,653 5.87 2019 676,051 251,473 2,911 930,435 13.93 2020 544,314 206,246 2,407 752,967 (19.07) 2021 484,614 160,501 1,398 646,513 (14.14) 2022 916,625 186,728 1,622 1,104,975 70.91 First Seven months of Fiscal Year (July through January) 2022 488,516 170,655 1,729 660,900 N/A 2023 504,425 151,349 2,742 658,516 N/A _____________ Source: Airport and Unison Consulting, Inc. 29 Table 11 below shows historical enplaned passengers by airline. TABLE 11 FRESNO YOSEMITE INTERNATIONAL AIRPORT ENPLANED PASSENGERS BY AIRLINE Fiscal Year Ending June 30 First Seven Months (July through January) Mainline/Jet Aircraft 2018 2019 2020 2021 2022 2022 2023 Alaska/Horizon 129,283 159,259 126,658 108,345 165,468 100,354 87,247 Allegiant Air 60,455 66,024 55,513 41,874 74,703 41,416 46,767 American Airlines 215,438 306,675 242,039 191,392 270,573 164,029 168,583 Express Jet – – – – 1,591 – 471 Frontier † 3,445 25,509 16,582 18,226 10,376 9,678 – Southwest Airlines – – – 28,606 156,060 84,555 105,420 Aeromexico 45,082 45,469 37,975 30,611 43,611 25,565 27,507 Volaris 62,056 73,115 65,547 65,560 105,859 62,919 68,901 Subtotal 515,759 676,051 544,314 484,614 828,241 488,516 504,896 Regional/Commuter Aircraft Delta Connection 52,914 55,655 49,391 62,619 89,975 59,571 40,541 Envoy (AE) 68,885 – – – – – – United Express 175,746 195,818 156,855 97,882 185,137 111,084 110,337 Subtotal 297,545 251,473 206,246 160,501 275,112 170,655 150,878 Charter Aircraft 3,349 2,911 2,407 1,398 1,622 1,729 2,742 TOTAL 816,653 930,435 752,967 646,513 1,104,975 660,900 658,516 Percent Change 5.9% 13.9% (19.1%) (14.1%) 70.9% (12.2%) (40.4%) Mainline/Jet Aircraft PERCENT OF TOTAL Alaska/Horizon 5.8% 17.1% 16.8% 16.85% 15.0% N/A N/A Allegiant Air 7.4 7.1 7.4 6.5 6.8 N/A N/A American Airlines 26.4 33.0 32.1 29.6 24.5 N/A N/A Express Jet – – – – 0.1 N/A N/A Frontier † 0.4 2.7 2.2 2.8 0.9 N/A N/A Southwest Airlines 0.0 0.0 0.0 4.4 14.1 N/A N/A Aeromexico 5.5 4.9 5.0 4.7 3.9 N/A N/A Volaris 7.6 7.9 8.7 10.1 9.6 N/A N/A Subtotal 63.2% 72.7% 72.3% 75.0% 75.0% N/A N/A Regional/Commuter Aircraft Delta Connection 6.5% 6.0% 6.6% 9.7% 8.1% N/A N/A Envoy (AE) 8.4 – – – – N/A N/A United Express 21.5 21.0 20.8 15.1 16.8 N/A N/A Subtotal 36.4% 27.0% 27.4% 24.8% 24.9% N/A N/A Charter Aircraft 0.4% 0.3% 0.3% 0.2% 0.1% N/A N/A TOTAL 100.0% 100.0% 100.0% 100.0% 100.0% N/A N/A ____________ † Service ended February 2015 and resumed May 2018. Source: Airport Management Records. 30 COVID-19 Impact and Recovery. At the start of the COVID-19 pandemic, December 2019 through April 2020 monthly enplanements dropped substantially. Monthly enplanement remained below pre-pandemic levels until February of 2021. From then on, recovery came swiftly, with enplanements returning to and passing 2019 levels by May 2021. Since then, and through the entirety of Fiscal Year 2021-22, FAT’s monthly enplanements have remained above pre-pandemic levels. Landed Weight. During Fiscal Year 2021-22 total landed weight at the Airport increased by 389.45 million pounds (35.9%) compared to total landed weight during Fiscal Year 2020-21. See also, APPENDIX A–“REPORT OF THE AIRPORT CONSULTANT–Section 3–“HISTORICAL AIRLINE TRAFFIC.” (Remainder of this Page Intentionally Left Blank) 31 Total landed weight by airline share for Fiscal Years 2017-18 through 2021-22 and for the first seven months (July through January) of Fiscal Year 2022-23 are shown in the table below. TABLE 12 FRESNO YOSEMITE INTERNATIONAL AIRPORT AIRLINE SHARES OF LANDED WEIGHT (FISCAL YEARS) Aircraft Landed Weight (units: 1,000 lbs) First Seven Months (July through January) Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Year Year Year Year Year Year Year Passenger Airlines 2017-18 2018-19 2019-20 2020-21 2021-22 2021-22 2022-23 Airlines operating large jets: Alaska/Horizon(1) 152,032 198,773 173,301 179,265 203,295 127,155 99,606 Allegiant Air 56,973 75,569 66,871 53,799 90,977 52,116 54,150 American Airlines 283,181 348,440 291,418 221,927 274,667 172,465 173,531 Express Jet – – – – 3,404 – 638 Frontier – 22,617 16,810 21,139 12,166 – – Southwest Airlines – – – 34,342 185,290 108,942 112,745 Envoy (AE) 57,389 – – – – – – Aeromexico 45,840 41,840 33,664 36,720 46,224 27,504 29,452 Volaris 58,493 71,588 68,096 85,411 119,023 70,861 69,260 SUBTOTAL 653,908 758,827 650,160 623,603 935,046 559,043 539,382 Airlines operating smaller aircraft: Delta Airlines 55,744 58,941 70,378 109,724 108,190 74,383 46,958 United Airlines 223,327 225,687 203,647 122,079 207,510 119,884 122,692 SUBTOTAL 279,071 284,628 274,025 231,803 315,700 194,267 169,650 Charter aircraft 27,507 14,328 11,480 12,881 134,229 140,042 9,909 TOTAL PASSENGER AIRLINES 960,486 1,057,783 935,665 877,287 1,384,975 893,352 718,941 All–Cargo Airlines Ameriflight 1,216 782 651 248 – – – FedEx 54,846 54,054 51,282 51,480 52,668 31,482 28,908 USDA – 3,708 11,555 34,586 21,933 21,933 36,978 United Parcel Service 73,500 48,930 74,130 110,279 130,844 80,231 68,766 SUBTOTAL ALL-CARGO AIRLINES 129,562 107,474 137,618 196,594 88,445 133,646 134,652 TOTAL ALL AIRLINES 1,090,048 1,165,257 1,073,283 1,073,881 1,473,420 1,026,998 853,593 _____________ Source: Airport Management Records. 32 Origin-Destination Patterns. Table 13 below shows domestic origin-destination patterns and airline service as of June 30, 2022. TABLE 13 DOMESTIC PASSENGER ORIGIN-DESTINATION PATTERNS AND AIRLINE SERVICE (as of June 30, 2022) Origin-Destination Passengers Average Scheduled City of Origination or Destination Air Miles from Fresno Number Percent of Total† Nonstop Departures 1. Las Vegas, NV 258 270,970 12.40% 4.7 2. Guadalajara, MX 1,495 189,067 8.65 2.2 3. Seattle/Tacoma, WA 750 108,121 4.95 2.8 4. Denver, CO 842 95,299 4.36 4,3 5. Phoenix, AZ 493 74,934 3.43 3.5 6. San Diego, CA 314 72,375 3.31 1.7 7. Dallas/Fort Worth, TX 1,310 70,344 3.22 2.9 8. Portland, OR 627 63,139 2.89 1.3 9. Chicago, IL 1,726 45,098 2.06 0.7 10. Los Angeles, CA 208 41,931 1.92 3.7 11. Morelia, MX 1,624 38,275 1.75 0.4 12. Salt Lake City, UT 501 37,101 1.70 3.9 13. Orlando, FL 2,291 32,353 1.48 – 14. Minneapolis/St. Paul, MN 1,486 31,081 1.42 – 15. Atlanta, GA 1,922 30,936 1.42 – 16. Cancun, MX 2,249 29,514 1.35 – 17. Houston, TX 1,476 26,463 1.21 – 18. Nashville, TN 1,826 24,886 1.14 – 19. Mexico City, MX 1,730 23,783 1.09 0.3 20. Austin, TX 1,345 23,620 1.08 – Subtotal – Cities Listed 1,329,292 60.82% 32.3 All Others 856,198 39.18 3.7 TOTAL ALL CITIES 2,185,490 100.00% 36.0 ____________ † Totals may not add up due to rounding. Source: Sabre MIDT, Innovata Schedules via Diio. 33 Daily Schedule Nonstop Airline Departures. Table 14 below shows daily scheduled nonstop airline departures as of June 30, 2022. TABLE 14 FRESNO YOSEMITE INTERNATIONAL AIRPORT DAILY SCHEDULED NONSTOP AIRLINE DEPARTURES (as of June 30, 2022) Destination Airline Average Daily Departures Average Seats Per Departure 1. Chicago, IL American Airlines 1.00 172 2. Chicago, IL United Airlines 1.00 76 3. Dallas, TX American Airlines 3.43 172 4. Denver, CO Frontier Airlines 0.14 150 5. Denver, CO Southwest Airlines 0.29 143 6. Denver, CO United Airlines 1.57 50 7. Denver, CO United Airlines 0.71 126 8. Guadalajara, MX AeroMexico 1.00 160 9. Guadalajara, MX Volaris 1.00 179 10. Las Vegas, NV Allegiant Air 0.43 156 11. Las Vegas, NV Southwest Airlines 0.86 143 12. Leon, MX Volaris 0.29 179 13. Los Angeles, CA Alaska/Horizon 1.14 76 14. Los Angeles, CA Delta Airlines 0.57 70 15. Los Angeles, CA United Airlines 2.00 50 16. Mexico City, MX Volaris 0.29 179 17. Morelia, MX Volaris 0.43 179 18. Phoenix, AZ American Airlines 1.00 65 19. Phoenix, AZ American Airlines 1.00 150 20. Phoenix, AZ American Airlines 1.00 76 21. Portland, OR Alaska/Horizon 2.00 76 22. Salt Lake City, UT Delta Airlines 2.00 70 23. Salt Lake City, UT Delta Airlines 0.86 76 24. Salt Lake City, UT Delta Airlines 1.57 69 25. San Diego, CA Alaska/Horizon 1.43 76 26. San Francisco, CA United Airlines 3.00 50 27. Seattle, WA Alaska/Horizon 2.86 76 28. Seattle, WA Delta Airlines 0.14 70 TOTAL 33.01 3,114 ____________ † Totals may not add up due to rounding. Source: Airport Management Records. 34 Air Freight and Express Historical trends in freight and express, excluding mail, are presented in following table. Since 2022, air mail is carried entirely on cargo aircraft at the Airport. Other cargo is carried by all -cargo carriers, since the passenger airlines using turboprop aircraft do not carry cargo. TABLE 15 FRESNO YOSEMITE INTERNATIONAL AIRPORT HISTORICAL TOTAL FREIGHT AND EXPRESS Total Freight and Express (Pounds) Passenger Airlines Fiscal Year Ended June 30, Aircrafts with 60 or More Seats Aircrafts with Fewer Than 60 Seats All-Cargo Airlines Total Enplanements All-Cargo Airline Share Average Annual Increase (Decrease) 2013 70,941 8,811 23,548,885 23,628,637 100 4.49% 2014 74,165 13,578 24,305,861 24,393,604 100 3.24 2015 99,983 32,828 25,710,578 25,843,389 99 5.94 2016 66,952 17,960 24,462,260 25,547,172 100 (5.02) 2017 105,999 – 19,785,514 19,891,513 99 (18.97) 2018 85,779 – 20,888,599 20,974,378 100 5.44 2019 88,449 – 22,323,554 22,412,003 100 6.85 2020 147,075 – 34,774,881 34,923,956 100 55.82 2021 172,833 – 33,784,071 33,956,904 99 (2.82) 2022 148,007 – 34,200,304 34,348,311 100 1.15 First Seven months of Fiscal Year (July through January) 2022 72,595 – 19,318,769 19,391,364 2023 96,720 – 15,797,102 15,893,822 _______________ Source: Airport Management Records. Airline Agreements All passenger carriers providing schedule services at the Airport have executed separate but substantially similar Airport Use and Lease Agreements (the “Airlines Agreements”) with the earliest expiration date of June 30, 2027 and two extension option of five years each. Such airlines include AeroMexico, Alaska Airlines, Allegiant Air, American airlines, Delta Air Lines, Skywest Airlines, United Airlines, and Volaris (collectively, the “Signatory Airlines”). The Airline Agreements provide a hybrid compensatory ratemaking methodology, including a residual landing feel calculation and a compensatory terminal rental rate calculation. The airfield area net requirements include the allocable debt service net of PFC revenues, rolling debt service coverage, amortization charges, operating expenses and required deposits to the Operating Reserve Account, minus certain airfield area credit and adjusted for prior year’s true-up results. The landing fee rate is calculated as the airfield area net requirement divided by the landed weight of passenger and cargo carriers. The terminal rental rate is calculated as the similar cost requirements allocable to the terminal building cost center, divided by usable space. The FIS fee rate is calculated as 35 the similar cost requirements allocable to the FIS, divided by FIS users, but is limited to $12 per FIS user through the date of beneficial occupancy of the terminal/FIS expansion project and $15 thereafter. The City provides a signatory credit annually calculated as the net remaining revenues less a capital allowance of $4.0 million, with 50% allocable to the Signatory Airlines, subject to a cumulative cap of $7.5 million during the term of the Airline Agreements. The signatory credit is distributed 25%, 65%, and 10% based on landed weight, enplaned passengers, and FIS users respectively, and is limited to $2.0 million annually. The City may adjust the landing fee rate and terminal rental rate if the City expects the costs to vary by more than 10%. During any Fiscal Year, if the City anticipates that the minimum annual debt service coverage of 125% may not be met, as required by the Indenture rate covenant, the City will adjust airline rates as necessary, including using rentable space instead of usable space for the ca lculation of terminal rental rate, and modify airfield area credit, among other actions. Car Rental Agreements Each of the three on-Airport rental car companies at the Airport (Avis Rent A Car System, Inc. Enterprise Holdings, Inc. and The Hertz Corporation (collectively, the “Car Rental Companies”) currently operates at the Airport pursuant to a concession agreement and a service facility lease agreement (collectively, the “Existing Agreements”). Pursuant to the Existing Agreements, the City receives privilege fees in the amount equal to 10% of the gross revenues against a minimum annual guarantee (a “MAG”), plus rental fees for counter space in the terminals, and rent for ready/return and service facilities. The City and each Car Rental Company entered into a Restated Concession Agreement (the Concession Agreement”) governing the non-exclusive right to conduct a car rental business at the Airport, and an Extended and Restated Service Facility Lease Agreement (the “Service Facility Lease” and together with the “Concession Agreement, the “Car Rental Agreements”) governing the use of the CRCF, including certain non-exclusive use and common use areas. Each Car Rental Agreement became effective on April 1, 2009. Each Car Rental Agreement requires the Car Rental Company to continue to collect the Customer Facility Charge (the “CFC”) from its customers and to remit such amounts to the City monthly and to separately account for on its books and records the CFCs collected for and on behalf of the City. The CFC was originally imposed by the Airport in July 2005 pursuant to California Civil Code Section 1936, which permits an airport to impose a fee on a rental car company to finance consolidated rental car facilities and any common-use transportation system between the Airport and the rental car facility. The Series 2007 Bonds were issued to construct a consolidated rental car facility and the CFC Revenues were pledged to repay such bonds. CFC Revenues are not available to pay debt service on the Series 2023 Bonds. However, application of the CFC Revenues to the Series 2007 Bonds reduces the amounts derived from other Revenues which need to be applied to pay debt service on the Series 2007 Bonds. See “CITY AIRPORTS–Current Airport Facilities–Consolidated Rental Car Facility.” On-Airport Rental Car Concession Agreements. All Car Rental Concession Agreements will expire on August 31, 2024. The City may terminate a Concession Agreement only upon written notice following the occurrence of certain events, including, but not limited to, such Car Rental Company becoming insolvent, failing in business, or making any general arrangement or assignment for the benefit of creditors; filing a bankruptcy action or a petition for reorganization; appointment of a receiv er; failure to pay rent, concessions fees or the security deposit when due; cessation of services at the Airport for 72 consecutive hours; and failure to maintain in full force and effect a Service Facility Lease. 36 Payment of Terminal Rent and Contingent Rent. Each Car Rental Company operating in the CRCF is required to: (i) pay rent for its exclusive use area in the Terminal, for non -exclusive use of ready/return areas and pro rata rent for common use areas; and (ii) pay “Contingent Rent,” if any, defined as any amount by which Debt Service on the Series 2007 Bonds exceeds the sum of (A) CFC fees collected in such year, and (B) funds in the Excess CFC Revenue Account, plus restricted funds in the Surplus Fund. Payment of Annual Concession Fees. In addition to the rents described above, each Car Rental Company is required to pay annual fees (the “Annual Concession Fees”) in an amount equal to the greater of: (i) 10% of the gross revenues of such Car Rental Company or (ii) the applicable MAG. Following t he first anniversary of the date of beneficial occupancy (“DBO”) and for each year thereafter, the MAG will be established at an amount equal to the greater of the MAG for the prior contract year or 85% of the Annual Concession Fees due from the Car Rental Company for the prior contract year. Security Deposit. To guarantee timely payment of the Annual Concession Fees, each Car Rental Company is required to deposit with the City a security deposit in the amount equal to one-fourth of its MAG in the form of a payment bond, irrevocable letter of credit, renewable annually, cash or other form deemed acceptable by the City. Adjustment of Rentals and Fees. In accordance with each Concession Agreement, the City may adjust the rental rates specified in the Concession Agreement by official City action. The rental payments will be adjusted annually commencing on the first anniversary following DBO based upon the annual percentage change in the Consumer Price Index for San Francisco All Urban Consumer, Base Year 2009 index or any successor of that index calculated on a calendar year basis and published by the Bureau of Labor Statistics, U.S. Department of Labor (the “CPI-U-Index”), but in no event will that annual adjustment in rent payments result in rent being charged that is less than the amount charged in the prior contract year or more than 2% above the amount charged during the prior contract year. Permitted Changes to Exclusive Use Areas. Pursuant to the Concession Agreements, and subject to certain restrictions contained therein, the City reserves the right to reallocate the ready/return area allocated to any Car Rental Company commencing with the second year following DBO at which time rental payments due under the Concession Agreement will be calculated. Service Facility Lease. Each Service Facility Lease will expire on January 1, 2029. The City may terminate a Service Facility Lease only upon written notice following the occurrence of certain events, including, but not limited to, such Car Rental Company becoming insolvent, failing in business, or making any general arrangement or assignment for the benefit of creditors; filing of a bankruptcy action or a petition for reorganization; appointment of a receiver; failure to make any payment of rent or f ees required under the Service Facility Lease or furnish any security deposit when due; cessation of services at the Airport for 72 consecutive hours; and failure to maintain in full force and effect a Concession Agreement. Payment of Rent and Fees. Commencing on the DBO, each Car Rental Company operating in the CRCF is required to pay rent for their exclusive use area, non-exclusive use area within the CRCF and pro rata rent and maintenance costs for common use areas within the CRCF. Security Deposit. To guarantee timely payment of the rent under the Service Facility Lease, each Car Rental Company is required to deposit with the City a security deposit in the amount equal to three months of estimated rent. 37 Adjustment of Rent. In accordance with each Service Facility Lease, the rental rates specified in the Service Facility Leases will be adjusted annually commencing on the first anniversary following DBO based upon the annual percentage change in the CPI-U-Index, but in no event will the annual adjustment in rent result in rent being charged that is less than the amount charged in the prior contract year or more than 2% above the amount charged during the prior contract year. Potential Effects of a Rental Car Company Bankruptcy. The bankruptcy of a Car Rental Company could result in delays or reductions in payments on the Series 2023 Bonds. SEE “INVESTOR CONSIDERATIONS - Bankruptcy of Airlines Operating at the Airport or Other Airport Tenants.” Airport Concessions The Airport has had concession agreements with HOST, Inc. and Hudson News since 2003 providing for all food and beverage and news and gift options throughout the terminal facility. In calendar year 2023, the Airport will be entering into agreements with two new national brand concessionaires to provide for the food and beverage and news and gift locations throughout the airport terminal facility. These agreements will include new offerings and local brands to meet the needs of the growing traveling public and will be in effect for 15 years, with estimated calendar year 2023 rental revenue equal to $574,980 for food and beverage concession space and $254,241 for food and beverage support space with annual CPI adjustments, plus 10% of all gross sales; and equal to $339,068 for news and gift concession space and $204,143 for news and gift support space with annual CPI adjustments, plus 10% of all gross sales. Certain Federal, State, and Local Laws and Regulations Aviation Act. In November 2001, the President of the United States signed into law the Aviation Act which requires airports in the nation to make certain modifications to securities procedures. For a discussion of certain requirements of the Aviation Act, see “CITY AIRPORTS–Airport Security.” Federal Law Prohibiting Revenue Diversion. Federal law requires that all revenues generated by a public airport be expended for the capital or operating costs of the airport, the local airport system, or other local facilities which are owned or operated by the airport owner or operat or and directly and substantially related to the air transportation of passengers or property. The City is the “sponsor” of the Airport for purposes of these federal requirements. In February 1999, the FAA adopted a policy that applies to airport sponsor s that receive federal grants for airport development from the FAA, including the Airport. The policy specifies that use of airport revenues for: (1) land rental to, or use of land by, the sponsor for non-aeronautical purposes at less than the fair market rate; (2) impact fees assessed by any governmental body that exceed the value of services or facilities provided to the airport; or (3) direct subsidy of air carrier operations, constitutes unlawful revenue diversion, unless that use is “grandfathered” pursuant to a law controlling financing by the airport owner or operator, or a covenant or assurance in a debt obligation issued by the airport owner prior to September 1982. The City Airports make payments to the City for services provided by the Fire, Police, Finance, City Attorney’s Office, Personnel, General Services and Information Technology departments. The FAA has authority to order the City to reimburse to the Airport any improper payments made to the City, and to suspend or terminate pending FAA grants to the Airport and/or any then-existing PFC authorizations as a penalty for any violation of the revenue diversion rules. The U.S. DOT may also withhold non-aviation 38 federal funds that would otherwise be made available to the City as a penalty for violation of the revenue diversion rules. See also “AIRPORT FINANCIAL INFORMATION–Payments to the City.” State Proposition 218. On November 5, 1996, the voters of the State approved Proposition 218, known as the “Right to Vote on Taxes Act.” Proposition 218 added Articles XIII C and XIII D to the California Constitution, and contains a variety of interrelated provisions concerning the ability of local governments, including the City, to impose both existing and future taxes, assessments, fees and charges. Article XIII C removes limitations on the initiative power in matters of local taxes, assessments, fees and charges. Consequently, the voters of the City could, by future initiative, seek to repeal, reduce, or prohibit the future imposition or increase of, any local tax, assessment, fee or charge. “Assessment,” “fee,” and “charge” are not defined in Article XIII C and it is unclear whether the definitions of such terms contained in Article XIII D (which are generally property-related as described below) are so limited under Article XIII C. Article XIII D conditions the imposition of a new or increased “fee” or “charge” on either voter approval or the absence of a majority protest, depending upon the nature of the fee or charge. The terms “fee” and “charge” are defined to mean levies (other than ad valorem taxes, special taxes and assessments) imposed by a local government upon a parcel or upon a person as an incident of the ownership or tenancy of real property, including a user fee or charge for a “property-related service.” No assurance can be given that the voters of the City will not, in the future, approve initiatives which seek to repeal, reduce, or prohibit the future imposition or increase of, assessments, fees, or charges, including the fees and charges of the Airport, which are the source of Net Revenues pledged to the payment of debt service on the Series 2007 Bonds. The City believes that Article XIII D does not apply to Airport fees and charges imposed by the Airport. The interpretation and application of the Proposition 218 will ultimately be determined by the courts or through implementing legislation. The City is unable to predict the outcome of any such litigation or legislation. Sustainability Efforts The City and the Airport have a long history of making their facilities and operations more sustainable. The Airport has a track record of installing environmental projects, including one of the first airport solar farms in the United States. In 2009 when then the FAA initiated a pilot program for airport sustainability programming, the Airport became one of the first 10 airports to participate in the program. Over the years, the Airport has continued its focus and commitment to sustainability with a goal of minimizing the impacts of airport operational activity on the local environment through targeted and meaningful actions that include: • Upgrading the existing solar farm, installed more than 14 years ago, with the latest technology in solar panels that will produce more energy and function more efficiently providing a 4 MWh offset to annual energy consumption at the Airport. • Including solar panels in the construction of the multi-level parking garage that opened in November 2021. This installation offset an additional 0.7 MWh of electrical consumption, enough clean energy to power the facility without relying on power from the grid. 39 • Installing 54 electric vehicle charging stations to provide needed infrastructure for electric vehicles. This move supports both public needs and supplies charging capability for Airport fleet vehicles as the transition is made to cleaner vehicle technology. • Providing electricity and electrical infrastructure to support conversion of airline owned ground support vehicles (GSE) from diesel to electric. To date over half of the GSEs have been converted to “clean air” electric vehicles. • LED lighting upgrades throughout the Airport including within the interior and exterior of the terminal facilities, parking facilities, and runway and taxiway lighting systems. The net result is a reduction in power required for these facilities and additional cost savings from reduced maintenance and replacement costs. • Including solar and LED technologies in the proposed Terminal Expansion Program (see “THE 2023 PROJECT”) to reduce the amount of energy consumption needed to support the expansion while supporting the sustainability goals of the Airport. • Because the Airport is located in a drought hazard area, it is installing low flow water fixtures throughout its facilities and drought tolerant landscaping to reduce dependence on critical water resources. Sustainability efforts by the Airport continue with additional electrification, solar, and LED projects planned to further reduce the over-all impact of the Airport to the environment and local community. Incorporating sustainability goals into the Airports’ practices, policies and programs ultimately supports the Airport’s sustainability efforts across its operational and business functions. These efforts will include a partnership with Airport tenants and users of the Airport who participate in the Airport’s programs and championing their individual efforts as part of the over-all sustainability program for the Airport and in support of a healthier environment for the Central Valley. Noise Mitigation General. The Airport has had an FAA approved Noise Compatibility Program (an “NCP”) in place since 1990. The NCP provides for the protection and safe operation of the Airport and improves the quality of life for surrounding inhabitants. The NCP addresses aircraft operations, airport operations, airspace use, land use, and program management. Noise Abatement Procedures. The NCP focuses on: (i) military hours of operation and power management; (ii) minimizing reverse thrusters for jet aircraft, helicopter routes and training times; (iii) military and civilian flight training; (iv) preferential runway usage, controlled intersection use and engine run-ups; (v) flight paths and arrival altitudes; (vi) updating Specific Plans around the Airport for compatible land use; (vii) providing for school sound proofing studies in noise impacted areas; (viii) purchasing land developed with non-compatible land uses; and (ix) acoustic treatment and execution of avigation (i.e. aerial navigation) easements for homes in noise impacted areas. Residential Sound Insulation Program. As a result of the NCP the Airport established a residential sound insulation program, known locally as the Sound Mitigation Acoustical Remedy Treatment (“SMART”) program. This program provides acoustic treatment of homes located within the 65-75 decibel (dB) Community Noise Equivalent Level (the “CNEL”) noise contour of the Airport. This is an ongoing program with 1,311 homes and five elementary schools insulated to date. Approximately 1,800 homes remain to be treated. Funding for the SMART program is provided by FAA Airport Improvement Program grants and matched with Airport sources. Beginning in Fiscal Year 2007 -08, the 40 City match component of the SMART program grants has been provided by funds derived from the passage Fresno County Measure C, ½ cent sales tax designated for local transportation projects. Employee Relations As of June 30, 2022, there were 127.7 full-time equivalent budgeted employee positions at the Airport. Of these employees, 117.4 are represented by one of seven collective bargaining units. The bargaining unit, the number of employees and contract expiration dates are set forth in Table 16 below. Following expiration of a contract, employment continues under the terms of an existing contract until a new contract is in place. TABLE 16 FRESNO YOSEMITE INTERNATIONAL AIRPORT COLLECTIVE BARGAINING UNITS Bargaining Unit Employees Represented Contract Expiration City of Fresno Management Employees Association/Unit 14 10.0 June 16, 2024 City of Fresno Professional Employees Association/Unit 13 18.0 December 31, 2023 Fresno Airport Public Supervisors/Unit 15 5.0 December 31, 2023 Fresno Airport Public Safety Officers/Unit 11 11.2 December 31, 2022† Fresno City Employee Association/Unit C3 30.2 June 16, 2024 IBEW, Local Union 100/Unit 107 4.0 June 16, 2024 I.U.O.E. Stationary Engineers, Local 39/Unit 1 33.0 January 1, 2023† TOTAL 117.4 ______________ † In negotiations. Source: Airport Management Records. Airport Security In the immediate aftermath of September 11, 2001, the FAA mandated stringent new safety and security requirements, which have been implemented by the airlines serving the Airport. In addition, Congress passed the Aviation and Transportation Security Act (the “Aviation Act”), which imposed additional safety and security measures. Certain safety and security functions at the Airport have been assumed by the TSA, established by the Aviation Act. Among other things, the Aviation Act required that (i) as of January 18, 2002, all checked baggage be screened and that by December 31, 2002, explosive detection screening be conducted on all checked baggage; (ii) all individuals, goods, property, vehicles and other equipment entering secured areas of airports be screened; (iii) security screeners be federal employees, United States citizens and satisfy other specified requirements; and (iv) that vehicles be parked at least 300 feet from airport terminals. The Airport, the TSA and the airlines have satisfied all of these requirements. A portion of the mandated law enforcement costs, in the amount of approximately $200,000 per year, is paid for by the TSA. The Airport’s current agreement with the TSA is for the period of performance beginning January 1, 2021 through December 31, 2023 for a total of $459,900. 41 Hazardous Material Management The City Fire Department is responsible for on-site environmental compliance at the City Airports and is supported by ERM West, a company providing environmental assessment remediation, compliance and other environmental risk services, to provide rapid cleanup where contamination is unexpectedly encountered. The City Airports contract with a licensed and qualified third party hazardous materials contractors for the disposal of hazardous materials. [Liquidity] [The Airport and the City have a policy of seeking to maintain a minimum of 360 days of cash on hand for Airport operations.] CAPITAL PROJECTS AND PLANNING The City maintains an ongoing process of evaluating the capital requirements necessary to expand Airport facilities to keep pace with increasing airline traffic demand and has developed a Capital Program for the Airport for Fiscal Year 2022-23 through Fiscal Year 2026-27 (the “Capital Program”). The cost of the Capital Program is estimated to be approximately $223.8 million; Airport management reports that [$111.1] million of that amount will be funded with federal grants. The most significant project in the Capital Program is the 2023 Project, which is estimated to cost $145.1 million and expected to be completed in Fiscal Year 2024-25. The Airport is in the process of developing a capital program for Fiscal Year 2023-24 through 2027-28. See APPENDIX A–“REPORT OF THE AIRPORT CONSULTANT– Section 1.2– “THE CAPITAL PROGRAM.” Many of the airfield capital improvements are mandated by the FAA and are generally payable from FAA grants with a 10% share of matching funds from Fresno County Measure C sales tax transportation funds. See “THE AIRPORT–Passenger Terminal Facilities” and “–Gates.” AIRPORT FINANCIAL INFORMATION The City does not prepare separate financial statements for the Airport, and financial information relating to the Airport is included with the general purpose financial statements of the City. The financial statements of the City are prepared in conformity with accounting principles generally accepted in the United States as applied to governmental agencies, including those established by the Government Accounting Standards Board (“GASB”), the standard-setting body for establishing governmental accounting and financial reporting principles. The accounts of the City are organized on the basis of funds. A fund is a separate accounting entity with a self-balancing set of accounts. Each fund was established for the purpose of accounting for specific activities in accordance with applicable regulations, restrictions or limitations. Separate financial statements are provided for governmental funds, proprietary funds, and fiduciary funds. Major individual governmental funds and major individual enterprise funds (including the Airports Fund), are reported as separate columns in the fund financial statements. Enterprise funds, such as the Airports Fund, account for operations that are financed and operated in a manner similar to private business enterprises and for which costs are financed or recovered primarily through user charges. 42 The Statement of Net Assets, Statement of Revenues, Expenses, and Changes in Fund Net Assets and the Statement of Cash Flows for the Airport as of June 30, 2022 are included as APPENDIX B. The Series 2023 Bonds are limited obligations of the City and are not secured by a pledge of, or charge or lien upon, any property of the City or any of its income or receipts, except the Revenues and certain funds and accounts held pursuant to the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS.” Set forth in Table 17 below is a summary of the Airport’s historical financial performance. TABLE 17 FRESNO YOSEMITE INTERNATIONAL AIRPORT HISTORICAL FINANCIAL RESULTS Fiscal Year (Ending June 30) 2017-18 2018-19 2019-20 2020-21 2021-22 Operating Revenues: Charges for Services $24,035 $25,765 $24,101 $21,807 $34,439 Operating Expenses: Cost of Services $11,705 $13,356 $14,123 $15,287 $14,820 Administration 6,636 7,698 7,786 6,726 7,949 Amortization – – – – 165 Depreciation 10,431 11,025 10,998 10,845 11,709 Total Operating Expenses $28,772 $32,079 $32,907 $32,858 $34,643 Operating Income (Loss) ($4,737) ($6,315) ($8,806) ($11,051) (204) Non-Operating Revenues (Expenses): Operating Grants $844 $436 $224 $7,882 $7,959 Interest Income 182 1,986 2,336 544 970 Net Increase (Decrease) in Cash Fair Value – – – (660) (3,201) Interest Expense (2,510) (1,416) (3,025) (3,542) (5,114) Other Financing Sources – Lease – – – – (224) Passenger Facility Charges 3,419 3,887 3,144 2,689 4,234 Customer Facility Charges 2,179 2,360 1,947 1,494 2,211 Gain (Loss) on Sale of Capital Assets – 30 – (4,168) – Total Non-Operating Revenues (Expenses) $4,114 $7,283 $4,626 $4,239 $6,835 Income (Loss) Before Operating Transfers ($622) $968 ($4,180) ($6,812) 6,631 Capital Contributions 4,413 13,754 9,279 2,540 3,221 Transfers In – – 44 46 – Transfers Out (209) (231) (226) (231) (268) Change in Net Position $3,582 $14,491 $4,917 ($4,457) $9,584 Total Net Position (Deficit) at Beginning of Year, as Restated $171,352 $174,934 $189,425 $194,342 $189,868 Total Net Position (Deficit) at End of Year $174,934 $189,425 $194,342 $189,885 $199,452 _____________ Source: Airport Management Records. 43 Revenues General. The Airport operates as a self-supporting enterprise of the City. Operating revenues for the Airport have been relatively stable over the past four Fiscal Years. Gross operating revenues for the Airport in Fiscal Year 2021-22 were $34.43 million. The Airport has implemented a number of measures to increase revenues, including, but not limited to, renegotiating long-term leases, leasing undeveloped land and revising airport rates and policies. Impact of COVID-19 Pandemic. The COVID-19 pandemic and the ensuing federal and State travel restrictions, stay-at-home orders and social distancing measures, significantly impacted Airport traffic and revenues. Enplanements for Fiscal Year 2019-20 were 26% of those for Fiscal Year 2018-19. There was a small decline in Revenues over that period. The revenue impacts are reflected in the Table 6 – “HISTORICAL DEBT SERVICE COVERAGE” below. Aeroméxico SAB, one of Airports’ two international carriers, filed for Chapter 11 bankruptcy on June 30, 2020. Aeroméxico continues to operate at Airports, and to offer pre-pandemic frequencies. The Hertz Corporation, one of three rental car companies at Airports, filed for Chapter 11 bankruptcy on May 22, 2020. Hertz continues to operate at Airports, and to offer the same, pre-pandemic brands. On March 16, 2020, Mayor Lee Brand proclaimed a state of emergency for the City, a measure taken in part to gain access to COVID-19 federal and state monies. In May of 2020, the City applied for a grant under the federal Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which provided for federal reimbursement of certain operating expenses. Revenues for Fiscal Year 2020-21 included $7.7million of CARES Act funds and for Fiscal Year 2021-22 included $8.0 million of CARES Act funds. APPENDIX A–“REPORT OF THE AIRPORT CONSULTANT,” contains a substantial discussion of the impact of COVID-19 on the Airport. Landing Fees and Terminal Rental Rates. Landing fees and terminal rental rates are reviewed annually and adjusted as necessary. A summary of historical and current landing fees and terminal rental rates for the last five Fiscal Years is set forth in Table 18 below. TABLE 18 FRESNO YOSEMITE INTERNATIONAL AIRPORT HISTORICAL AND CURRENT LANDING FEES AND TERMINAL RENTAL RATES (FISCAL YEARS) 2018-19 2019-20 2020-21 2021-22 2022-23 Landing Fees (per 1,000 pounds) $2.54 $2.64 $2.75 $2.86 $2.73 Terminal Rental Rate (per square foot) $46.51 $48.37 $50.30 $52.32 $74.00 _______________ Source: Airport Management Records. 44 Customer Facility Charge. The CFC Act, which became effective January 1, 2002, authorizes the collection of a $10 per transaction CFC for each on-airport rental car transaction to fund the reasonable costs of financing, designing or constructing consolidated rental car facilities and common use transportation systems. The City began collecting a $10 per transaction CFC on July 1, 2005 to finance the CRCF. CFC revenues are collected by the rental car companies with each rental contract transaction and remitted to the Airport monthly. CFC Revenues have been applied directly to costs of construction and to payment of debt service on the Series 2007 Bonds, which were issued to fund the CRCF. In January, 2013, the CFC Act was amended to permit cities and airports to change the CFC from $10 per transaction to a maximum of $5 per day, increasing to $7.50 per day effective in 2014 and $9.50 per day effective in 2017. Effective January 2013, the Airport changed the CFC to $4.50 per day, which has increased CFC Revenues. CFC Revenues comprise a portion of Revenues. However, CFC Revenues are not available to pay debt service on the Series 2023 Bonds, but are pledged to pay debt service on the Series 2007 Bonds and any bonds issued to refund such bonds or to finance improvements to the CRCF. See TABLE 6–“HISTORICAL DEBT SERVICE COVERAGE” and TABLE 7–“FORECAST OF DEBT SERVICE COVERAGE” which illustrate the application of CFC Revenues. (Remainder of this Page Intentionally Left Blank) 45 Terminal Concessions. The City leases terminal space to concessionaires pursuant to concession agreements, which provide for the payment to the City of the greater of a percentage of gross revenue or a minimum annual guarantee (a “MAG”). The concession agreements also contain a re-establishment clause that permits the City to adjust rental rates, within certain parameters, if necessary to satisfy the Rate Covenant. TABLE 19 FRESNO YOSEMITE INTERNATIONAL AIRPORT PRINCIPAL CONCESSIONAIRES Fiscal Year Fiscal Year Fiscal Year Concessionaire Concession Contract Expiration 2019-20 Concession Revenue† 2020-21 Concession Revenue† 2021-22 Concession Revenue† Anton Air Foods dba HMS Host(2) Food Beverage 1/1/2023* $273,124 $119,363 $391,868 Clear Channel/Interspace Airport Advertising (3) Advertising 7/31/2023 234,778 266,473 284,515 Hudson Group(2) Newsstand and Gifts 1/1/2023* 154,052 150,704 280,123 Avis Rent A Car System, Inc. Rental Car 8/31/2024 801,122 971,033 1,672,795 Enterprise Holdings Inc. Rental Car 8/31/2024 1,184,239 1,199,117 1,890,437 The Hertz Corporation Rental Car 8/31/2024 839,050 625,117 1,328,485 Standard Parking Management, Inc. Parking 3/31/2024 6,956,474 5,118,185 10,011,612 SUB TOTAL $10,442,841 $8,449,992 $15,859,834 Other Concessionaires 474,635 665,289 591,411 TOTAL CONCESSION REVENUE $10,917,475 $9,115,280 $16,451,245 Less: CRRSA & ARPA Concession Relief (914,778) Total Concessions Revenue Net of Concession Relief $15,536,467 _______________ [Footnotes to be updated] † Column does not total due to rounding. * Contracts that expired on January 1, 2023 entered into holdover status/month-to-month until new concessions agreements are signed by those selected from the concessions RFP. (1) Agreement Amended to April 30, 2022 in 2012 (Anton Air Foods). (2) Agreement provides for payment of percentage revenues ranging from 5% to 8% of sales subject to the MAG (Anton Air Foods, Hudson Group). (3) Agreement provides for payment of the greater of the MAG or between 23% to 36% of gross revenues, depending upon the type of display (Clear Channel/Interspace). Source: Airport Management Records. In Fiscal Year 2021-22, revenues from terminal concessions represented approximately 45% of Revenues. For Fiscal Year 2022-23, the total budgeted concession revenue is $6,322,000, which represents approximately 15% of budgeted revenues. 46 Principal Revenue Sources Set forth in the table below is a description of the Airport’s principal revenue sources. Ten tenants, accounted for more than 49% of total operating revenue in Fiscal Year 2021-22. TABLE 20 FRESNO YOSEMITE INTERNATIONAL AIRPORT PRINCIPAL REVENUE PRODUCERS Fiscal Year Fiscal Year 2021-22 Company 2020-21 Revenues ($ in thousands) Revenues ($ in thousands) Percent of Operating Revenue Percent of Total Revenue(1) Standard Parking Management Inc. $5,118,185 $10,011,612 30.03% 20.97% Enterprise Holdings Inc. 2,058,483 2,111,112 6.33 4.42 American 1,746,440 1,899,591 5.70 3.98 Volaris 1,727,345 1,868,191 5.60 3.91 Avis Rent A Car System, Inc. 1,711,371 1,769,006 5.31 3.71 The Hertz Corporation 1,808,416 1,592,290 4.78 3.34 United Airlines 1,224,801 1,364,519 4.09 2.86 Alaska Airlines 1,147,569 1,246,039 3.74 2.61 Skywest 878,296 878,161 2.63 1.84 AeroMexico 699,713 770,698 2.31 1.61 Subtotal Ten Highest $18,120,619 $23,511,218 70.52% 49.24% Other Operating Revenue(3) 5,556,173 8,409,882 25.22 17.61 Pension Revenues (1,869,266) 1,419,355 4.26 2.97 Total Operating Revenue $21,807,526 $33,340,456 100.00% 69.83% Passenger Facility Charges(4) $2,688,516 $4,234,185 8.87% Customer Facility Charges 1,493,596 2,210,801 4.63 Operating Grant-COVID 19 7,882,376 7,959,030 16.67 Total Other Revenue $12,064,488 $14,404,016 30.17 Total Airport Revenue $33,872,014 $47,744,472 100.00% ______________ (1) Numbers do not total due to rounding. (2) The Aviation Classification Repair Activity Depot (AVCRAD) is operated by the California Army National Guard. (3) Includes amounts received from the lease of other Airport buildings, grounds and facilities to aviation and non-aviation tenants. (4) PFC Revenues are available to pay debt service on “eligible airport-related projects” as defined in the PFC Act. PFC Revenues are not pledged to the repayment of the Series 2023 Bonds beyond the $1.6 million minimum contribution. See “–PFC Revenues.” (5) Represents Airports COVID 19 grants under the CARES Act, the Coronavirus Response and Relief Supplemental Appropriations Act and the American Rescue Plan Act of 2021. Source: Airport Management Records. Operating Expenses Operating expenses at the Airport are accounted for by cost center allocation and include direct and indirect expenses of the Airport System (airfield, terminal, tower, general aviation, corporate aviation, military, non aviation south, non aviation north, airport rescue and fire fighting (“ARFF”), and security) and two indirect cost centers (general administration and general shop). Approximately 80% of expenses are allocable to the terminal, airfield and ARFF cost centers. The terminal, airfield and ARFF cost 47 centers include expenses directly associated with the operation of those areas and any general administration or shop expenses derived from the two indirect cost centers. [Dafang suggests removing because new financial system does not work like this anymore.] Operating expenses have been increasing approximately 4.08% per year over the past five Fiscal Years. In Fiscal Year 2021-22 operating expenses for the Airport were approximately $34.6 million, a 5.4% increase compared to Fiscal Year 2020-21. This increase was due to ________________________. Operating expenses for the Airport for Fiscal Year 2022-23 are projected to be $____ million a ____% increase compared to Fiscal Year 2021-22. Factors behind this increase include [increases in employee compensation and incremental growth in operational costs]. Payments to the City Payments for Services. The Airport makes payments to the City for the cost of certain direct services provided by the City, including those provided by the Police Department, the Fire Department, the City Attorney, the Personnel Department, and other city departments. In Fiscal Year 2021-22 the aggregate amount of those payments was $3.7 million, and is expected to be $3.9 million in Fiscal Year 2022-23. Airport labor costs include funding of health and retirement benefits for employees who participate in the Fresno City Employees Health and Welfare Trust Fund, the City of Fresno Fire and Police Retirement System and the City of Fresno Employees Retirement System. Compensated Absences. Vacation pay, which may be accumulated on average up to 600 hours depending on an employee’s bargaining unit and length of service, is payable upon termination. Sick leave, which may be accumulated up to 12 hours per month, has no maximum. Several bargaining units have payoff provisions at retirement based on formulas specific to the groups. The majority of employees however, do not have sick leave payoff provisions in their bargaining unit’s contract. Annual leave, which may be accumulated up to 800 – 1,000 hours (depending upon the employee bargaining unit), is payable upon termination or retirement. Commencing July 1, 2006, the ceiling was increased from 1,000 to 1,200 hours. Holiday leave may be accumulated indefinitely depending upon the bargaining units and is payable for active employees as well as at termination or retirement. Annual leave allows for the cashing out of the greater of 48 hours or 10% of the accumulated balance once each Fiscal Year. Supplemental sick leave is awarded to unrepresented management, middle management, professionals and to white collar employees at the rate of 40 hours at the beginning of each Fiscal Year. The balance can only be used after other leave balances are exhausted, or for other specific reasons outlined in the various memoranda of understanding or Salary Resolutions. The balance is payable at termination or retirement or may be placed in a Health Reimbursement Arrangement. Since Fiscal Year 2011-12, members of certain bargaining units are permitted to transfer some or all of their sick leave and supplemental sick leave balances to a Health Reimbursement Arrangement. The cash value of these balances is placed into a separate account (by employee), adm inistered by HealthComp, earns interest, and is used to pay health premiums for the employee, spouses and dependents until the individual balance therein is exhausted. The portion of the City’s obligation relating to employees’ rights to receive compens ation for future absences, that is attributable to services already rendered, is accrued when incurred in the government-wide, proprietary and fiduciary fund financial statements. In Fiscal Year 2021-22, payments for compensated absences on termination were budgeted and paid from the department incurring the liability. 48 Accrued Employee Leave balances for the Airport as of June 30, 2022 was $1,776,601, of which $354,285 is the current portion. For the Fiscal Year ending June 30, 2023 Accrued Employee Leave balances for the Airport are budgeted at $_______. City Health and Welfare Trust Self Insurance Program. The City created the Fresno City Employees Health and Welfare Trusts (the “Trusts”) in 1972 to provide healthcare to eligible City employees not represented by Stationary Engineers Local ad retired employee who elect to be covered or are covered by the Trusts. City Retirement Systems. The City sponsors two single-employer contributory defined benefit plans for its employees, pursuant to Article XI of the City’s Charter. A two-tiered system covers all full- time fire fighters, police officers, and Airport safety (the “Fire and Police Retirement System”), with Tier 1 covering fire fighters, police officers, and Airport safety personnel hired between October 27, 1927 and August 26, 1990; and Tier 2 covering fire fighters, police officers, and Airport safety personnel hired after August 27, 1990. A separate system covers all other permanent full-time employees (the “Employees Retirement System,” and together with the Fire and Police Retirement System, the “Systems”). The following is a summary of information relating to the Systems. For a more detailed discussion see Appendix B–“CITY OF FRESNO ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2022–Note 11-Employee Benefit Programs–Retirement Plans.” Description. The Systems are single-employer defined benefit pension plans administered by the City of Fresno Fire and Police Retirement Board with respect to the Fire and Poli ce Retirement System and the City of Fresno Employees Retirement Board with respect to the Employees Retirement System (collectively, the “Retirement Boards”). The Systems provide retirement, disability and death benefits to their respective plan members and beneficiaries. The Retirement Boards each consist of five members, selected as follows: two members elected by and from City employees affected, two members from management appointed by the Mayor with approval of the City Council, and the fifth member (not connected with its government) chosen by the previously designated four members. As of June 30, 2022, there were [three] Airport employees in the Fire and Police Retirement System and [75] Airport employees in the Employees Retirement System. As of June 30, 2022, the total membership in the Fire and Police Retirement System was 2,348 (comprised of 1,136 active members, 1,154 retirees and beneficiaries receiving benefits, and 58 inactive vested members) and the total membership in the Employees Retirement System was 4,804 (comprised of 2,435 active members, 2,167 retirees and beneficiaries receiving benefits, and 202 inactive vested members). [For Fiscal Year 2022-23 ___ Airport employees in the Fire and Police Retirement System and [___] Airport employees in the Employees Retirement System are budgeted. Defined benefit retirement plans have the potential of developing unfunded liabilities. New unfunded liabilities may arise if, among other things, the investments in the Systems’ funds under-realize their assumed rates of return, if the City adopts retroactive benefit increases or the City’s compensation rates exceed actuarial projections. The Systems use the accrual basis of accounting. Investment income is recognized when it is earned and expenses are recognized when they are incurred. Contributions are recognized when due. Benefits and refunds are recognized when due and payable under the terms of the Systems pursuant to the City Municipal Code. Basis of Accounting. Securities lending transactions by the Systems are accounted for in accordance with GASB Statement No. 28, Accounting and Financial Reporting for Securities Lending 49 Transactions (“GASB 28”), which establishes reporting standards for securities lending transactions. In accordance with GASB No. 28, cash received as collateral on securities lending transactions and investments made with that cash are reported as assets and liabilities resulting from these transactions and are both reported in the Statement of Plan Net Assets. In addition, the costs of securities lending transactions are reported as an expense in the Statement of Changes in Plan Net Assets. Contributions. The contribution requirement for members of the Systems and the City is established by the City Municipal Code and is administered by the Retirement Boards. The contribution rates, which are based upon calculations of the independent actuary of the Systems and adopted by the respective Retirement Boards, are presented as a percentage of the annual covered salary/payroll. Employer contributions consist of two components Normal Cost (i.e. the annual contribution rate that, if paid annually from a member’s first year of membership through the year of retirement, would accumulate to the amount necessary to fully fund the member’s retirement-related benefits) and contributions to the unfunded actuarial accrued liability (the “UAAL”) (i.e. the annual contribution rate that, if paid over the UAAL amortization period, would accumulate to the amount necessary to fully f und the UAAL). The annual required contribution for the Systems for Fiscal Year 2020-21 was determined as part of the June 30, 2021 actuarial valuation using the entry age actuarial cost method for the Fire and Police System and the projected unit credit actuarial cost method for the Employees System. The actuarial assumptions for the Fire and Police Retirement System included an 7.00% investment rate of return; projected annual salary increases at 4.00% to 12.75%, varying by service; an inflation rate of 2.75%. The actuarial assumptions for the Employees Retirement System included an 8.00% investment rate of return; projected annual salary increases at 3.75% to 11.25% varying by service; and an inflation rate of 2.75%. For Fiscal Year 2022-22, the contribution rate for the Fire and Police System Tier I was 28.76%, for the Fire and Police System Tier II was 25.27% and for the Employees System was 13.33%. The Systems do not have a UAAL as of June 30, 2022. As of June 30, 2022, the Fire and Police Retirement System was 120.5% funded and the Employees Retirement System was 113.7% funded. For Fiscal Year 2022-23, the contribution rate for the Fire and Police System Tier I is 29.55%, for the Fire and Police System Tier II is 25.79%, and for the Employees System is 13.03%. Each System issues publicly available financial reports that include financial statements and required supplementary information for the related System. Copies of the reports may be obtained by writing the City of Fresno Employees Retirement Office, 2828 Fresno Street, Suite 201, Fresno, California 93721. Other Post-Employment Benefit Plans Plan Description. The City Retirees Healthcare Plan is a single-employer defined benefit medical plan administered by HealthComp and funded through the Trusts. It is reported as an Internal Service Fund of the City and provides Other Post-Employment Benefits (“OPEB”) to eligible retirees and his/her dependents, spouse or domestic partner. The City does not accumulate assets in a dedicated trust , or equivalent arrangement, for the purpose of funding its retirement healthcare obligation. Therefore, the actuarial value of the plan assets are zero. The trust does not issue separate publicly available financial statements. For additional information regarding OPEB, see Appendix B–“CITY OF FRESNO ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2022–Note 11-Employee Benefit Programs–Other Post-Employment Benefits.” Contributions. The City provides post-employment healthcare benefits for certain eligible retirees. OPEB includes the authorization for retirees to purchase health insurance through the plan at current employee rates. The establishment and amendment of benefit provisions are negotiated between 50 the employee bargaining units and the City, and are recommended by the City Manager subject to the approval of the Mayor and the City Council. While participant retirees pay 100% of their premium costs, they are allowed to purchase insurance at blended premium rates. Thus, the City's contribution is deemed to be that portion of retiree claims costs over premiums required to be contributed by retirees. Currently, the City does not pre-fund retiree health benefits and instead provides for benefits on a pay-as-you-go basis. Employees Covered. As of July 1, 2021, there were a total of 3,542 participants covered by the OPEB plan, of which, 234 were Inactive employees or beneficiaries currently receiving benefit payments and 3.308 were Active employees. Of the total number of participants 103 or approximately [2.69]% are Airport employees. Net OPEB Liability. The City's net OPEB liability of $99.8 was measured as of June 30, 2021, and was determined by an actuarial valuation as of that date to determine the June 30, 2022 total OPEB liability. For actuarial assumptions and other inputs for the OPEB plan see Appendix B–“CITY OF FRESNO ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2022–Note 11- Employee Benefit Programs–Other Post-Employment Benefits–Actuarial Assumptions and Other Inputs.” Sensitivity of the Net OPEB Liability to Changes in the Discount Rate . The July 1, 2021 valuation was prepared using a discount rate of 3.54%. If the discount rate were 1% higher than what was used in this valuation, the Net OPEB Liability would decrease to $87.8 million or by (12.02%). If the discount rate were 1% lower than was used in this valuation, the Net OPEB Liability would increase to $114.4 million, or by 14.70%. 1% Decrease Current Discount Rate 1% Increase 2.54% 3.54% 4.54% Net OPEB Liability (in thousands) $114,428 $99,761 $87,774 Sensitivity of the Net OPEB Liability to Changes in the Healthcare Cost Trend Rates. The July 1, 2021 valuation was prepared using an initial trend rate of 0.0%. If the trend rate were 1% higher than what was used in this valuation, the Net OPEB Liability would increase to $118.6 million or by (18.93%). If the trend rate were 1% lower than was used in this valuation, the Net OPEB Liability would decrease to $84.9 million or by 14.94%. 1% Decrease Current Healthcare Cost Trend Rates 1% Increase -1% 0.00% 1% Net OPEB Liability (in thousands) $84,858 $99,761 $118,649 51 Changes in the Net OPEB Liability. The changes in the Net OPEB Liability for the City OPEB Plan are as follows: Net OPEB Liability Increase / (Decrease) (in thousands) Net OPEB Liability as of June 30, 2021 $152,604 Changes for the Year: Service Cost 6,604 Interest 3,221 Assumption Changes (40,728) Benefit Payments (2,912) Net Changes (52,843) Net OPEB Liability as of June 30, 2022 $99,761 Post Retirement Supplemental Benefit Program. The Post-Retirement Supplemental Benefit Program (the “PRSB”) was created effective January 1, 1999 to provide assistance to eligible retirees to pay for various post-retirement expenses which in most cases consists of premiums for health insurance or medications. Each Retirement Board annually reviews its actuarial valuation report and declares an actuarial surplus, if available, in accordance with the procedures set forth in the City Municipal Code. The PRSB is distributed to eligible retirees if and only if a distributable actuarial surplus is available or if a balance exists in the PRSB reserve to provide for the payment of the post-retirement expenses. If an actuarial surplus is declared in either of the systems, the surplus is allocated to the respective system into two components: the first component is composed of two-thirds of the declared surplus which is used to reduce or eliminate the City’s pension contributions, with any unused portion deposited in the City Surplus Reserve for offset of required City contributions in subsequent years. The second component, representing the remaining one-third of the declared surplus, is distributed among eligible post-retirement supplemental benefit recipients in accordance with procedures set forth in the City Municipal Code, with any unused portion deposited in the PRSB Reserve and available for use in subsequent years if needed. Deferred Compensation Plan. The City offers its employees, including Airport employees, a deferred compensation plan (the “Deferred Compensation Plan”) administered by a Deferred Compensation Board in accordance with Internal Revenue Code Section 457. The Deferred Benefit Plan, which is available to all permanent full-time and part-time employees and Council Members, permits deferral of a portion of the employee’s salary into a tax -deferred program. The Deferred Compensation Plan is not available to employees or other beneficiaries for withdrawal until termination, retirement, death, unforeseeable emergency or Loan Program. Upon separation from employment with the City, an individual may roll over their deferred account into another IRS allowable plan, or upon receipt, the distribution will become taxable. The Deferred Compensation Board contracted with Fidelity Management Trust Company (“Fidelity”) to serve as the trustee and plan administrator. The Administration Systems assist Fidelity in the administration of the Deferred Compensation Plan. Additionally, City staff in the Payroll section of the Finance Department, the City Attorney’s Office, and Information Services Division all assist in the administration of the Deferred Compensation Plan. The City has no fiduciary accountability for the Deferred Compensation Plan. Accordingly, the assets and related liabilities to plan participants in the Deferred Compensation Plan are not included in the basic financial statements of the City. 52 Health Benefit Plan. The City offers its employees, including Airport employees, participation in the Fresno City Employees Health and Welfare Trust Plan (the “Trust”). The Trust offers a self - insured medical plan for full-time and permanent part-time employees and their dependents. The Trust also provides dental, vision, pharmacy and chiropractic coverage. Employees have the opportunity, on an annual basis, to elect either (i) a higher benefit level Preferred Provider Organization Plan (PPO) which has a $200 individual annual deductible and a $600 family maximum annual deductible, with the plan paying 80% of covered charges and the employee responsible for the remaining 20% of covered charges, or (ii) a reduced benefit level PPO which has a $1,300 individual annual deductible. Employees electing the lower benefit level pay nothing for their coverage. Employees electing the higher benefit level pay a percentage of the monthly premium through payroll deductions, with the percentage of the premium the employee is required to pay negotiated by each bargaining unit. Environmental Contamination In 1989, contamination (primarily TCE, a common solvent) was discovered and identified in soils and groundwater beneath property currently part of Airport property. The site known a s Old Hammer Field, an Army military base during the 1940’s was the subject of investigation and cleanup efforts which had previously been jointly funded by the Boeing Company, the U.S. Army Corps of Engineers, and the City. The area had been used for the repair, overhaul, maintenance, refurbishing and construction of aircraft during and after World War II. The City had limited fiscal liability for cleanup efforts. The California Department of Toxic Substances Control (the “DTSC”) was the lead regulatory agency overseeing the site cleanup. After years of legal negotiations, a settlement agreement between the U.S. Army Corps of Engineers, the Boeing Company, and the City was reached. The settlement called for the Airports Department to be responsible, going forward, for 10% of the cleanup costs. The settlement also called for the U.S. Army Corps of Engineers and Boeing to make a joint one-time payment of $1,350,000 for past costs. This payment was made in Fiscal Year 2010-11. The Court approved the settlement agreement which included one-time payment noted above, covenants not to sue and an operating agreement for purposes of coordinating further efforts to implement the State-Approved Remedial Action Plan to obtain Site Closure. All parties agreed to bear their own costs and expenses, including attorney’s fees in the case. The liability for future cleanup costs on the Old Hammer Field site is recorded on the Fiscal Year 2021-22 [ACFR] in the amount of $405,932. Total costs have been estimated to range between $10 and $20 million, with the City’s share of cleanup costs to be 10%. The cleanup time frame has also been estimated and is expected to continue for 20 to 40 years. Cleanup costs totaled $45,187in Fiscal Year 2021-22. The City will re-evaluate this accrual annually and make adjustments as necessary. There can be no guarantee that certain factors, including actual total cleanup costs and the City’s share thereof, would not result in a higher annual cost or require a substantial payment at any on e time from Airport funds. However, Airport staff believes that payments from Airport funds for the cleanup will not have a material impact on Airport Revenues or operations. 53 Investment of the Airport Funds The Indenture provides that the Revenue Fund and the accounts and funds established therein, are held by the City. Amounts in the Revenue Fund are accounted for separately from all other funds of the City. The Indenture further provides that moneys in all funds and accounts (including Revenues) established under the Indenture which are held by the City may be invested in Investment Securities in accordance with the policies and procedures of the Treasurer in effect from time to time. For definitions of “Revenues” and “Investment Securities” under the Indenture, see APPENDIX D–“SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE–Certain Definitions.” For a summary of the Investment Policy of the City, see APPENDIX C–“CITY INVESTMENT POLICY.” Payments due from the Revenue Fund are made from the City’s larger pooled investment fund, which serves as a disbursement account for expenditures from the City’s various segregated and pooled funds, including those of the Airport held in the Airport Enterprise Funds. The objectives of the City’s current investment policy, in order of priority, are preservation of capital, maintenance of liquidity and yield. Investments generally are made so that securities can be held to maturity. Set forth in the table below are the approximate cash values, as of June 30, 2022, of amounts in the Airport Enterprise Funds. These amounts include certain minimum balances maintained in the City Pool for liquidity purposes. The Indenture requires that amounts on deposit in the Revenue Fund be transferred monthly in order of priority set forth therein. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS–Table 5 Flow of Funds Chart.” TABLE 21 AIRPORT ENTERPRISE FUNDS (AS OF JUNE 30, 2022) Funds Cash Value Unrestricted Revenue Fund FYI Operating Fund Chandler Operating Fund Airports Project Mgt. Fund Capital Fund Surplus Fund UNRESTRICTED TOTAL Restricted FYI Env. Remediation Fund PFC Fund Airways Golf Course Fund 2007 Debt Service Federal Grants Fund CFC Fund Measure C Fund FYI/Chandler Rental Deposit Cash with Fiscal Agent RESTRICTED TOTAL _______________ Source: Airport Management Records. 54 Risk Management and Insurance Under the Indenture and provided such insurance is obtainable at reasonable rates and upon reasonable terms and conditions, the City is required to procure and maintain at all times while any of Bonds are outstanding, insurance on the Airport against such risks as are usually insurable in connection with other major airports and to file with the Trustee each year a certificate describing all insurance coverage then in effect, including any self-insurance fund. Such insurance is required to be adequate in amount as to the risks insured against, and shall be maintained with reasonable insurers, the Indenture also requires the City to procure and maintain so long as Bonds are outstanding; public liability insurance, with combined limits of not less than $60,000,000 per occurrence to protect the City from claims for bodily injury or death which may arise from the operations of the Airport, which insurance may be combined in one or more policies with one or more insurers and may include hangar keepers’ legal liability and excess insurance with such limits of liability as may be determined by the City; and adequate fidelity insurance or bonds on all officers and employees handling or responsible for funding of the Airport. Although insurance coverage for war, terrorism and hijacking is available for commercial insurers, since September 11, 2001, the scope of coverage for such insurance is limited and the premiums prohibitive. Due to these factors, the City, in consultation with the City’s Risk Manager, has elected not to secure such coverage. The City may provide in satisfaction of, or in connection with, any insurance required to be maintained under the Indenture a self-insurance deductible or a self-insurance method or plan of protection so long as such plan is (i) a funded program and actuarially sound and (ii) review ed for adequacy no less often than every two years by an independent insurance consultant nationally recognized as qualified to survey risks and determine the adequacy of self-insurance reserves for self-insurance programs. Management Discussion and Analysis Between Fiscal Year 2019-20 and Fiscal Year 2021-22, the Airport’s financial situation has improved substantially. Revenues increased by approximately 42.9% while Operating Expenses increased by approximately 5.3%, leading to a 201.86% increase in Net Revenues in this period. The increase in Revenues from Fiscal Year 2019-20 ($24.1 million) through Fiscal Year 2021-22 ($34.4 million) resulted from _________. Enplanements increased 46.75% over this three-year period to 1,104,975 which is 174,540 enplanements greater than the Fiscal Year 2018-19 record level of 930,435. The increase in enplanements was driven by population growth in the Airport’s service area and by airline service additions. At the same time, non-airline revenues have increased. Key non-airline revenue sources include: parking revenues (which are almost 29% of Revenues), rental car revenues, including rental car facility concession fees, service facility rental and terminal counter rental; fixed-base operator revenues including rental and fuel flowage charges, rental revenues from a joint cargo facility owned by UPS and Federal Express and a Delta Connection/United Express maintenance facility and enhanced terminal concession revenues. Airport management continues to look for ways to diversify the revenue stream. From Fiscal Year 2019-20 to Fiscal Year 2021-22, expenditures rose _____%. Airport management continues to look for ways to control operational costs while still meeting customer service needs. 55 The increased revenues and stable expenditures have resulted in an improved cash picture for the Airport. Days-of-cash-on-hand has increased from ___ in Fiscal Year 2019-20 to [694] in Fiscal Year 2021-22. In addition to the cash improvement due to operations, increases in both Passenger Facility Charges and Consolidated Facility Charges (which can be used for repayment of the Series 2023 Bonds and Series 2013 Bonds, respectively) Bonds provided substantially increased cash flow to the Airport during this period. The City’s accounting methodology does not readily permit the generation of partial year financial statements in the same format as the City’s full year audited financial statements. As a result no “stub-period” financial information for Fiscal Year 2022-23 is presented in this Official Statement. Airport management does, however, expect such financial statements, when available, to reflect continued financial improvement at the Airport. REPORT OF THE AIRPORT CONSULTANT General The Report of Unison Consulting, Inc. the Airport Consultant, dated ______, 2023 is included in its entirety as APPENDIX A and sets forth historical and forecasted Net Revenues of the Airport and Net Revenues for the five Fiscal Years ending June 30, 2022. Historical information was provided by Airport Management. The forecasts included in the analysis are based on assumptions concerning future events and circumstances. These assumptions were provided by, or reviewed with and agreed to by, Airport management and the forecasts reflect Airport management’s expected course of action during the forecast period. In the opinion of the Airport Consultant, such assumptions provide a reasonable basis for the forecasts. INVESTOR CONSIDERATIONS This section provides a general overview of certain investor considerations, including risk factors, which should be considered, in addition to the other matters set forth in this Official Statement, in evaluating an investment in the Series 2023 Bonds. This section is not meant to be a comprehensive or definitive discussion of the risks associated with an investment in the Series 2023 Bonds, and the order in which this information is presented does not necessarily reflect the relative importance of various risks. Potential investors in the Series 2023 Bonds are advised to consider the following factors, among others, and to review this entire Official Statement to obtain information essential to the making of an informed investment decision. Any one or more of the risk factors discussed below, among oth ers, could lead to a decrease in the market value and/or in the marketability of the Series 2023 Bonds. There can be no assurance that other risk factors not discussed herein will not become material in the future. The COVID-19 Pandemic and Other Public Health Concerns Due to the discretionary nature of business and personal travel spending, air transportation demand and, by extension, the Airport’s revenues, are heavily influenced by numerous economic factors as well as health and security concerns. For example, the current COVID-19 pandemic and the economic impacts thereof have had a significant and adverse impact on the demand for air travel and the airline industry. The COVID-19 pandemic has resulted in substantial financial challenges for airlines serving the Airport, including substantial financial losses and announcements warning of layoffs or reduction in workforce. While the Airport has in the past seen passenger traffic return after or grow through airline 56 bankruptcies and consolidations and other events affecting the airline industry, the COVID-19 pandemic is an unprecedented event and its near-term and long-term effects on the airline industry cannot be predicted with any certainty, including the prospect of prolonged downsizing of aircraft fleets and associated levels of capacity. Other structural changes to the industry also result from the impact of airline consolidations, optimization of route structures, low cost carriers, internet travel web sites and carriers reorganizing under the U.S. Bankruptcy Code. See “– Effect of Airline Bankruptcies,” below. The COVID-19 pandemic has had and likely will continue to have substantial adverse effects on passenger traffic and Airport operations and financial performance. The dynamic nature of the COVID-19 pandemic and the prospect of future disease outbreaks or other widespread health concerns leads to many uncertainties, so the Airport cannot predict: (i) the scope, duration or extent of the current COVID -19 pandemic, or another outbreak or pandemic, (ii) any additional or future restrictions or warnings related to air travel, gatherings or any other activities, or the duration or extent to which airlines will reduce services at the Airport, or whether airlines will cease operations at the Airport or shut down, in response to such restrictions or warnings; (iii) what additional short or long-term effects the restrictions and warnings imposed as a result of the COVID-19 pandemic or future health concerns may have on air travel (including to and from the Airport), the retail and services provided by Airport concessionaires, Airport costs or Airport revenues; (iv) to what extent the COVID-19 pandemic or a future outbreak or pandemic may disrupt the local, State, national or global economy, manufacturing or supply chain, and if any such disruption may adversely impact Airport-related construction, the cost, sources of funds, schedule or implementation of the Airport’s CIP (including the Project), or other Airport operations; (v) the extent to which the COVID-19 pandemic or a future outbreak or pandemic, or the resultant disruption to the local, State, national or global economy, may result in changes in demand for air travel, or have an impact on the airlines or concessionaires serving the Airport, or the airline and travel industry, generally; (vi) whether or to what extent the Airport may amend, adjust, or make other changes to the Airport’s arrangements with its tenants and concessionaires; (vii) whether any of the foregoing will have a material adverse effect on the finances and operations of the Airport; or (viii) the extent or duration of telecommuting and the possibility of increased utilization of video conferencing by businesses and others after the COVID-19 pandemic which may reduce demand for business travel. The City cannot predict the extent and duration of changes in air traffic volume as a result of the COVID-19 pandemic and its associated economic impacts. It is possible that air travel behavior and patterns may be permanently altered after the COVID-19 pandemic has ended as a result of residents’ and businesses’ telecommuting experiences during the outbreak. In particular, such experiences may result in a permanent decline in business travel, the extent of which is currently unknown. Prospective investors should assume that the restrictions and limitations related to COVID-19, and the current upheaval to the air travel industry and the national and global economies, will continue at least over the near term and may be repeated in the future and that recovery may be prolonged, adversely impacting Airport revenues. Future outbreaks, pandemics or other events outside the City’s control may further reduce demand for travel, which in turn could cause a decrease in passenger activity at the Airport and declines in revenues. For a more detailed discussion of the impact of the COVID-19 pandemic on the Airport, see [“THE AIRPORT–Recent Developments Related to the COVID-19 Pandemic”] and APPENDIX A–“REPORT OF THE AIRPORT CONSULTANT – Section 2.1 – COVID 19 PANDEMIC” for more information on the impact of the COVID-19 pandemic on the Airport’s operations and finances. 57 General Factors Affecting Air Transportation Demand The Airport’s ability to collect Net Revenues depends significantly on the level of aviation activity and enplaned passenger traffic at the Airport. There are numerous factors which affect air traffic generally and air traffic at the Airport more specifically. Demand for air travel is influenced by factors such as (i) the growth of or decline in the population and economy of the Airport’s service area, (ii) national, regional and international economic conditions, (iii) national and international political conditions, including the imposition of regulations and tariffs, acts of war, terrorism or sabotage, and unpredictable events; (iv) the price of airfare, (v) the level of competition from surrounding airports, (vi) availability of airline service and route networks to the Airport, (vii) the occurrence of accidents involving commercial passenger aircraft, (viii) currency exchange rates, (ix) the occurrence of natural and man - made disasters, (x) the availability of business travel substitutes including video conferencing and streaming technology, and (xi) public health concerns including the occurrence of pandemics such as the COVID-19 pandemic. With the globalization of business and the increased importance of international trade and tourism, the U.S. economy has become more closely tied to worldwide economic, political, and social conditions. As a result, international economics, trade balances, currency exchange rates, political relationships, and hostilities all influence passenger traffic at U.S. airports. Recessions in the U.S. economy in 2001 and 2008-2009 and the COVID-19 pandemic in 2020-2021 have been accompanied by high unemployment and reduced discretionary income, contributing to reduced airline travel demand. Sustained future increases in passenger traffic at the Airport will depend on stable international conditions, recovery from the COVID-19 pandemic, and national and global economic growth. No assurance can be given with respect to the levels of aviation activity that will be achieved at the Airport in future Fiscal Years. General Factors Affecting the Airline Industry Future traffic at the Airport is sensitive to all the factors listed above in “–General Factors Affecting Air Transportation Demand” above. In addition, it is sensitive to factors particularly affecting the airline industry. The airline industry is highly cyclical and is characterized by intense competition, high operating and capital costs, and varying demand. Passenger and cargo volumes are very sensitive to general and localized economic trends, and passenger traffic varies substantially with seasonal travel patterns. The profitability of the airline industry can fluctuate dramatically from quarter to quarter and from year to year, even in the absence of catastrophic events. Some of the factors that may materially affect the airline industry, and by extension, the Airport include (i) the availability and price of aviation fuel and other necessary supplies, (ii) the costs of maintaining and upgrading aging aircraft fleets, (iii) the capacity of the national air transportation system and limits to airport infrastructure, (iv) price competition, especially competitive pricing facilitated by mergers, consolidations, affiliations, or discharge of obligations through bankruptcy, (v) the cost and availability of financing and the level of access to liquidity and the capital markets, (vi) the cost of keeping pace technological changes, (vii) the cost and availability of employees, (viii) labor relations within the airline industry, (ix) pilot and other labor shortages, and (x) the costs of regulatory comp liance. As a result of these and other factors, many airlines have in the past operated at a loss, filed for bankruptcy, restructured their businesses, reduced costs, laid off workers, renegotiated labor agreements, reduced or consolidated routes, ceased operations and/or merged with other airlines. Airline consolidation, capacity discipline, economic conditions, and relatively stable fuel prices had in recent years contributed to success and record profitability of the airlines from 2010 through 2019. However, those profits were substantially impacted by the effects of the COVID-19 pandemic on global travel 58 demand. The City cannot currently predict whether recovery from the COVID-19 pandemic will be accompanied by renewed disruptions in the airline industry, including further airline consolidation and effects on service patterns. Any such actions, among others, could have a material impact on the Airport’s ability to collect revenues in amounts sufficient to pay debt service on the Series 2023 Bonds. Risks Related to PFC Revenues PFC Revenues are dependent upon the number of enplaned passengers using the Airport. In addition, the City’s ability to recognize PFC Revenues that are sufficient to pay debt service on the Bonds used to finance PFC-approved Project Costs and to satisfy the City’s other obligations under the Indenture will require (a) that the air carriers collecting the PFC remit the net proceeds thereof to the City in accordance with the PFC Regulations, and (b) that the City’s ability to impose and collect the PFC not be terminated by the FAA prior to the payment, or provision for the payment, of all Bonds used to finance PFC-approved Project Costs. No assurance can be given that the PFC Regulations will not be modified or restricted by the FAA or the U.S. Congress so as to reduce the amount of PFC Revenues available to the City. Bankruptcy of Airlines Operating at the Airport or Other Airport Tenants. Airlines operating at the Airport and other Airport tenants have filed for bankruptcy re lief in the past and may do so in the future. For example, The Hertz Corporation and Aeromexico have filed for bankruptcy in recent years. If a bankruptcy case is filed with respect to an airline or other tenant, any lease to which the debtor airline or other tenant is a party will be treated as an executory contract or unexpired lease pursuant to Section 365 of the United States Bankruptcy Code, as amended (the “Bankruptcy Code”). Under Section 365, a trustee in bankruptcy or the airline or other tenant, as debtor- in-possession, might reject the applicable Airline Agreement or lease, in which case, among other things, the rights of that airline or other tenant to continued possession of the facilities subject to the lease (including, in the case of airlines, gates and boarding areas) would terminate. Such facilities could ultimately be leased by the Airport to other users. In the case of airline facilities, the Airport’s ability to lease such facilities to other airlines may depend on the state of the airline industry in general, on the nature and extent of the increased capacity at the Airport, if any, resulting from the airline’s bankruptcy, and on the need for such facilities by other airlines. In the case of other facilities, the Commission’s ability to lease such facilities to other users may also depend on the state of the airline industry or the travel industry in general, on the nature and extent of the increased capacity at the Airport, if any, resulting from the tenant’s bankruptcy, and on the need for such facilities by other users. The rejection of a lease in connection with the bankruptcy of an airline or other tenant may result in the loss of revenues to the Airport and a resulting increase in the costs, including the cost per enplaned passenger for other airlines at the Airport. In addition, in any bankruptcy, the Airport may be required to repay rentals and fees, including landing fees and terminal rentals, and other amounts paid by the tenant to the Airport during the 90-day period prior to the date of the bankruptcy filing. Such payments are considered “preferential” and are avoidable in a bankruptcy case pursuant to Section 547 of the Bankruptcy Code. The Airport would, however, likely have defenses to claims brought under Section 547 of the Bankruptcy Code, including that the subject payments were made in the ordinary course of business or that the Airport provided subsequent new value to the tenant. Also, under the Bankruptcy Code, any rejection of a lease could result in the Airport holding a claim for rents and other items that would have accrued in the future, which claim would have the same rank as that of claims held by general unsecured creditors of the airline or other tenant, in addition to pre - bankruptcy amounts owed. 59 Federal Funding; Impact of Federal Sequestration On October 3, 2018, Congress passed a five-year reauthorization bill for the FAA, known as the “FAA Reauthorization Act of 2018,” which was signed into law on October 5, 2018 by the President. The FAA Reauthorization Act of 2018, among other things, authorizes the FAA’s programs for five federal fiscal years, and increases funding for the Airport Improvement Program (“AIP”). The AIP provides federal capital grants to support airport infrastructure, including entitlement grants (determined by formulas based on passenger, cargo, and general aviation activity levels) and discretionary grants (allocated on the basis of specific set asides and the national priority ranking system). Between 2007 and the prior reauthorization bill in 2012, there were 23 short-term extensions of the FAA’s authority and a two-week partial shutdown of the FAA in summer 2011. There can be no assurance that Congress will enact, and the President will sign, future FAA reauthorization acts or provide for additional extensions before the current authorization expires. Failure to adopt such legislation may have a material adverse impact on the AIP grant program and the Airport. In addition, the AIP could be affected by the automatic across-the-board spending cuts known as sequestration, described in more detail below. The City is unable to predict the level of available AIP funding it may receive. If there is a reduction in the amount of AIP grants awarded to the Airport, such reduction could (i) increase by a corresponding amount the capital expenditures that the Airport would need to fund from other sources (including operating revenues, additional Bonds, or others), (ii) result in adjustments to the Airport’s capital improvement plan, or (iii) extend the timing for completion of certain projects. Federal funding received by the City and aviation operations at the Airport could be adversely affected by any future implementation of sequestration, a budgetary feature first introduced in the Budget Control Act of 2011. Sequestration could adversely affect FAA and TSA budgets and operations, and the availability of certain federal grant funds typically received annually by the City. This may cause the FAA or TSA to implement furloughs of its employees and hiring freezes and may result in flight delays and cancellations. Growth of Low-Cost Carriers A low-cost carrier or ultra-low-cost carrier (each an “LCC” or “ULCC”) is an airline that generally has lower fares for customers, and which is able to take advantage of an operating cost structure that is significantly lower than the cost structures of the network carriers. These lower costs can include lower labor costs, a streamlined aircraft fleet and more efficient operations. Because of these l ower cost structures, LCCs/ULCCs can conceivably remain profitable while offering lower fares to the traveling public. Over the last decade, as larger U.S. carriers consolidated and became more focused on capacity discipline, the ticket prices for their flights began to increase. LCCs/ULCCs emerged in markets where passenger levels were significant enough that the LCCs/ULCCs could overcome any barrier to entry. The low-cost structure of the LCCs/ULCCs stimulated traffic and budget conscious travelers to emerge as an underserved segment of the traveling public. Allegiant Air, having enplaned the largest share of passengers at the Airport in each fiscal year 2018 through 2021, is generally considered an ultra -low-cost- carrier. There can be no assurance that the LCCs/ULCCs will continue to maintain such levels in the future. The continued presence of the LCCs/ULCCs serving at the Airport, and the levels at which such airlines might provide service at the Airport, are a function of a variety of factors, in cluding airline fares and competition; airline industry economics, including labor costs and the price of aviation fuel; capacity of the Airport and competition from other airports; and the strength of the origin and destination market at 60 the Airport. Most of these factors are beyond the control of the City. Accordingly, no assurance can be given as to the levels of aviation activity that the LCCs/ULCCs will provide at the Airport. See “THE AIRPORT–Passenger Air Carriers” above for a discussion of the LCCs/ULCCs, including Allegiant Air, operating at the Airport. Cost of Aviation Fuel Airline profitability is significantly affected by the price of aviation fuel. Fuel is the largest single cost component for most airline operations, and therefore an important and uncertain determinant of an air carrier’s operating economics. Any increase in fuel prices causes an increase in airline operating costs. Fuel prices continue to be susceptible to, among other factors, political unrest in various parts of the world, Organization of Petroleum Exporting Countries’ policy, increased demand for fuel caused by rapid growth of economies such as China and India, the levels of fuel inventory maintained by certain industries, the amounts of reserves maintained by governments, currency fluctuations, disruptions to production and refining facilities, disruptions in delivery systems such as pipelines, and weather. The cost of aviation fuel has fluctuated in the past in response to changes in demand for and supply of oil worldwide. Significant fluctuations and prolonged increases in the cost of aviation fuel historically have had an adverse impact on air transportation industry profitability, causing airlines to reduce capacity, fleet and personnel as well as to increase airfares and institute fuel, checked baggage and other extra surcharges, all of which may decrease demand for air travel. Possible New and Increased Regulations Addressing Climate Change [working on update] Climate change concerns are leading to new laws and regulations at the federal and State levels that could have a material adverse effect on airlines operating at the Airport and could also affect ground operations at airports. The U.S. Environmental Protection Agency (the “EPA”) has taken steps towards the regulation of greenhouse gas (“GHG”) emissions under existing federal law. Those steps may in turn lead to further regulation of aircraft GHG emissions. On December 14, 2009, the EPA made an “endangerment and cause or contribute finding” under the Clean Air Act, codified at 40 C.F.R. 1. In the finding, the EPA determined that the body of scientific evidence supported a finding that six identified GHGs – carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons, and sulfur hexafluoride – cause global warming, and that global warming endangers public health and welfare. The EPA also found that GHGs are a pollutant and that GHG emissions from motor vehicles cause or contribute to air pollution. This finding requires that the EPA regulate emissions of certain GHGs from motor vehicles. The Clean Air Act regulates aircraft emissions under provisions that are parallel to the requirements for motor vehicle emissions. Accordingly, the EPA may elect or be forced by the courts to regulate aircraft emissions as a result of this endangerment finding. Regulation by the EPA can be initiated by private parties or by governmental entities other than the EPA. In 2007, several states, including California, petitioned the EPA to regulate GHGs from aircraft. On July 11, 2008, the EPA issued an Advanced Notice of Proposed Rulemaking (the “ANPR”) relating to GHG emissions and climate change. Part of the ANPR requested comments on whether and how to regulate GHG emissions from aircraft. The final rule, the Mandatory Reporting of Greenhouse Gases Rule (74 FR 56260), requires reporting of GHG data and other relevant information from large stationary sources and electricity and fuel suppliers, but not mobile aircraft. While the EPA has not yet taken any action to regulate GHG emissions from aircraft, regulation may still be forthcoming. On July 5, 2011, the U.S. District Court for the District of Columbia issued an order concluding that the EPA has a mandatory obligation under the Clean Air Act to consider whether the greenhouse gas and black carbon emissions of 61 aircraft engines endanger public health and welfare. In addition to these regulatory actions, other laws and regulations limiting GHG emissions have been adopted by a number of states, including California, and have been proposed on the federal level. California passed Assembly Bill 32, the “California Global Warming Solutions Act of 2006,” which requires the Statewide level of GHGs to be reduced to 1990 levels by 2020. On October 20, 2011, the California Air Resources Board (“CARB”) made the final adjustments to its implementation of Assembly Bill 32: the “California Cap-and-Trade Program” (the “Program”) which was implemented in January 2012. The Program covers regulated entities emitting 25,000 MtCO2e per year or more and entities in certain listed industries, including major industrial sources, electricity generating facilities, and fuel suppliers. Non-covered entities are encouraged to opt-in and voluntarily participate in the Program. It is expected that the Program will result in rising electricity and fuel costs, which may adversely affect the airlines serving the Airport and Airport operations. At the federal level, GHGs are not currently regulated as pollutants. Although previous proposals have not been successful, it is possible GHG emissions from aircraft may be regulated by the federal government. The City has an existing Sustainability Management Plan (“SMP”) and already meets the California requirements. The Airport was one of 10 airports nationally selected by the FAA in 2010 to participate in a pilot program to develop a SMP, which addresses reduction of GHG emissions. The SMP baseline study revealed that past, and ongoing sustainability practices have already brought the Airport into full compliance with the State of California’s AB32 standards related to global warming and the mitigation of GHG emissions. The Airport also meets the Western Climate Initiative, in which the State participates, goal of reducing emissions 15% by 2020 as compared to the 2005 levels. Meeting these GHG goals also considered projected passenger growth at the Airport. Aviation Security Concerns Concerns about the safety of airline travel and the effectiveness of security precautions, particularly in the context of international hostilities and the potential for terrorist acts may influence passenger travel behavior and air travel demand. Travel behavior may be affected by anxieties about the safety of flying and by the inconveniences and delays associated with more stringent security screening procedures, both of which may give rise to the avoidance of air travel generally and the switching from air to surface travel. With enactment of the Aviation and Transportation Security Act (“ATSA”) in November 2001, the TSA was created and established different and improved security processes and procedures at United States airports. ATSA mandates certain individual, cargo and baggage screening requirements, security awareness programs for airport personnel and deployment of explosive detection devices. ATSA also permits the deployment of air marshals on all flights and requires air marshals on all “high-risk” flights. The federal government controls aviation industry security requirements, which can significantly impact the economics of the industry. Additional security requirements due to unexpected events could increase costs directly and indirectly to the industry and could have an adverse effect on passenger demand. Natural Disasters Earthquake. There are several active geological faults in the State that have potential to cause serious earthquakes that could result in damage within the City and to the Airport, buildings, roads, bridges, and other property. While the City is not located in any existing Alquist-Priolo special study zone delineated by the State Division of Mines and Geology as an area of known active faults, it is possible that new geological faults could be discovered in the area and that an earthquake occurring on such faults could result in damage of varying degrees of seriousness to property and infrastructure in the City, including the Facilities. 62 Any natural disaster or other physical calamity, including earthquake, may have the effect of damaging the Airport and/or adversely impacting the economy of the City and the surrounding area. Flooding. In 2004 the U.S. Army Corps of Engineers (the “Corps of Engineers”) released and the Federal Emergency Management Agency, which administers the federal government’s flood insurance programs, approved a revised floodplain map indicating that while portions of the County are located within a 100-year floodplain (an area expected to be inundated during a flood event of the magnitude for which there is a 1% (or 1-in-100) probability of occurrence in any year), the City is not. The floodplain maps are updated periodically and while the City is not currently located within a floodplain, the City can make no representation that future maps will not be revised to include the City within an area deemed subject to flooding. Wildfires. The State continues to battle devastating wildfires annually. According to recent research, California’s annual wildfire extent increased fivefold since the 1970’s. This trend is likely to continue, resulting in significant economic and public safety challenges for the State, the City, and the County. Climate change concerns are leading to new laws and regulations at the federal, State and local levels. Research suggests that the State will experience hotter and drier conditions , reductions in winter snow and increases in winter rains, sea level rise, significant changes to the water cycle, increased occurrences of extreme and unpredictable weather events, and increased catastrophic wildfires and severity of flood events. The compound impacts may affect economic systems throughout the State, including the City. The City is unable to predict the impact that such laws and regulations, if adopted, and the effects of climate change will have on the Airport. Drought. From 2012 through 2016, the State experienced “exceptional drought conditions” (the most severe drought classification) according to the U.S. Drought Monitor. O ther notable historical droughts included 2007-09, 1987-92, 1976-77, and off-and-on dry conditions spanning more than a decade in the 1920s and 1930s. Droughts cause public health and safety impacts, as well as economic and environmental impacts. Public health and safety impacts are primarily associated with catastrophic wildfire risks and drinking water shortage risks for small water systems in rural areas and private residential wells. Examples of other impacts include costs to homeowners due to loss of residential landscaping, degradation of urban environments due to loss of landscaping, agricultural land fallowi ng and associated job loss, degradation of fishery habitat, and tree mortality with damage to forest ecosystems. In order to mitigate the effects of a future drought, in 2018 the City completed construction of a surface water treatment facility (the “SWTF”) in the southeast area of the City. The SWTF purifies water that is obtained though the City’s rights to water from the San Joaquin and Kings rivers. In a “normal” hydrological year, these rights give the City access to enough water to meet all of its residents’ water needs. The use of the SWTF to meet the daily and annual water needs of the City results in little (if any) water being pumped out of the ground, thereby recharging the underground aquifer that exists in the San Joaquin Valley. That aquifer is then used to meet water needs during a drought situation. It is not possible for the City to make any representation regarding the extent to which drought conditions could cause reduced economic activity within the City or the Airport service area. 63 Climate Change General. The adoption by the State of the California Global Warming Solutions Act of 2006 (Assembly Bill No. 32) and subsequent companion bills demonstrate the commitment by the State to take action and reduce greenhouse gases (“GHG”) to 1990 levels by 2020 and 80% below 1990 levels by 2050. The State Attorney General’s Office, in accordance with the terms of Senate Bill No. 375, now requires that local governments examine local policies and large-scale planning efforts to determine how to reduce GHG emissions. Additionally, in 2006, the State adopted Senate Bill No. 32, which established a revised Statewide GHG emission reduction target of 40% below 1990 levels by 2030. The State’s 100 Percent Clean Energy Act of 2018 (“Senate Bill No. 100”), establishes targets for making the State’s power sources emissions free by December 31, 2045. Achieving that goal will require the State to increase its renewable energy portfolio as a source of electricity and will require utility companies, including those companies from whom the City may purchase energy, to source energy from renewable zero-carbon resources. City Climate Change Policy. In December 2014 the City Council adopted a Greenhouse Gas Reduction Plan (the “2014 Plan”) as a part of its General Plan and Master Environmental Impact Report (the “MEIR”). The 2014 Plan was considered a “Qualified Plan,” under CEQA guidelines for the development of GHG reduction plans. The 2014 Plan established a target of reducing per capita GHG emission by 21.7% below business-as-usual (BAU) levels by 2020. It also included GHG reduction measures designed to achieve the reduction target; suggested a monitoring program designed to monitor progress by annually documenting the 19 key indicators and Citywide vehicle miles traveled (“VMT”) every three years; discussed “interim” targets for years 2035 and 2050, pursuant to Executive Order S-03-053 and the Fresno Green Sustainability Strategy that contained a commitment to meet the Assembly Bill No 32 goals. In March 2020, the 2014 Plan was updated (the “2020 Plan”) to re-evaluate the City’s existing GHG reduction targets and strategies, provide new goals and supporting measures to reflect and ensure compliance with changes in local and State policies, and encourage economic growth to keep the City economically competitive while achieving GHG reductions and maintaining the “Qualified Plan” status under CEQA. Construction and Completion Risk Completion of the 2023 Project may be delayed by a number of factors or costs c ould increase significantly due to, among other factors, litigation, the need to obtain approvals, permit delays by contractors, labor and material shortages, labor disputes, weather, unforeseen engineering, environmental or geological problems or other events. The City [will enter/has entered] into a fixed price design build contract with respect to the 2023 Project. This contract will include a maximum 10% contingency for change orders and a completion and delivery date of no later than January 1, 2009. See also “THE 2023 PROJECT.” A delay in the completion of the 2023 Project is not expected to have a material adverse effect on Net Revenues or the ability of the City to pay principal of or interest on the Series 2023 Bonds. Cybersecurity The Airport and airlines rely on electronic systems and technologies to conduct operations. Computer networks and data transmission and collection are vital to the safe and efficient operations of the Airport, the airlines that serve the Airport and other tenants of the Airport. Despite security measures, information technology and infrastructure of the Airport, any of the airlines serving the Airport or any other tenants at the Airport may be vulnerable to attacks by outside or internal hackers, or breached by 64 employee error, negligence or malfeasance. Any such breach or attack could compromise systems and the information stored thereon. Any such disruption or other loss of information could result in a disruption in the efficiency of the operation of the Airport and/or the airlines serving the Airport and the services provided at the Airport, thereby adversely affecting the ability of the Airport to generate revenue. The Airport maintains a security posture designed to deter cyber-attacks, has engaged consultants to assist in its cybersecurity, and is committed to deterring attacks on its electronic systems and responding to such attacks to minimize their impact on operations. However, no assurances can be given that the Airport’s security measures will prevent cyber-attacks, and no assurances can be given that any cyber-attacks, if successful, will not have a material adverse effect on the operations or financial condition of the Airport. Uncertainties of Projections, Forecasts and Assumptions Projected compliance with certain of the covenants contained in the Indenture is also based upon assumptions and projections. Projections and assumptions are inherently subject to significant uncertainties. Inevitably, some assumptions will not be realized and unanticipated events and circumstances may occur and actual results are likely to differ, perhaps materially, from those projected. Accordingly, the projections contained in the Report of the Airport Consultant are not necessarily indicative of future performance, and neither the City nor the Airport Consultant assumes any responsibility for the accuracy of such projections. Future Legislation and Regulation The Airport is subject to various laws, rules and regulations adopted by the local, State and federal governments and their agencies. The Airport is highly regulated by federal agencies including the FAA, the Transportation Security Administration (“TSA”), Customs and Border Protection (“CBP”) and the U.S. Department of Health and Human Services. In the past, actions, rules and policies by these agencies (in particular the FAA, the TSA and CBP) have required the Airport to undertake additional capital and equipment expenditures, have affected passenger traffic, or both. The COVID-19 pandemic may lead to additional rules and regulations. The Commission is unable to predict the adoption or amendment of additional laws, rules or regulations, or their effect on the operations or financial condition of the Airport. Determination of Taxability The interest rates on the Series 2023 Bonds are not subject to adjustment in the event of a determination by the Internal Revenue Service or a court of competent jurisdiction that the interest paid or to be paid on any Series 2023 Bond is or was includible in the gross income of the owner of a Series 2023 Bond for federal income tax purposes. It may be that Bondowners would continue to hold their Series 2023 Bonds, receiving principal and interest as and when due, but would be required to include such interest payments in gross income for federal income tax purposes. Income Taxation Risk Upon Defeasance of the Series 2023 Bonds In the event the Airport were to defease all or a portion of the Series 2023 Bonds, for federal income tax purposes, the Series 2023 Bonds that are the subject of such a defeasance may be deemed to be retired and “reissued” as a result of the defeasance. In such an event, a bondholder who owns such a Series 2023 Bond may recognize a gain or loss on the Series 2023 Bond at the time of defeasance. Holders who own Series 2023 Bonds should consult their own tax advisors regarding the tax consequences of a defeasance of the Series 2023 Bonds. See “TAX MATTERS.” 65 ABSENCE OF MATERIAL LITIGATION General There is no action, suit or proceeding pending concerning the validity of the Indenture or the Series 2023 Bonds or the issuance and delivery thereof, the existence of the City, the title of the officers thereof who shall execute the Series 2023 Bonds to their respective offices, or the pledge of Revenues to the payment of the Series 2023 Bonds. Other Matters In the regular course of its business, the City is a party to a variety of pending and threatened lawsuits and administrative proceedings with respect to the Airport’s operations and other matters, in addition to those specifically discussed herein. The City does not believe that any such lawsuits or proceedings will have a material adverse effect on the business operations or financial condition of the Airport. RATINGS Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“Standard & Poor’s”), has assigned a rating of “___” to the Series 2023 Bonds and Kroll Bond Rating Agency, LLC (“Kroll”), has assigned a rating of “___” to the Series 2023 Bonds. [The Series 2023A Bonds and the Insured Series 2023B Bonds have received a rating of “____”by Standard & Poor’s with the understanding that upon delivery of the Series 2023A Bonds and the Insured Series 2023B Bonds the Policies will be delivered by the _______. See “BOND INSURANCE” and APPENDIX H–“SPECIMEN MUNICIPAL BOND INSURANCE POLICY.”] A rating reflects only the view of the agency giving such rating and is not a recommendation to buy, sell or hold the Series 2023 Bonds. An explanation of the significance of each rating may be obtained from the rating agencies at their respective addresses, as follows: Moody’s Investors Service, 99 Church Street, New York, New York 10007; Standard & Poor’s, 55 Water Street, New York, New York 10041 and Fitch, One State Street Plaza, New York, New York 10004. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance that a rating will apply for any given period of time, or that the rating will not be revised downward or withdrawn if, in the judgment of the agency providing such rating, circumstances so warrant. The City undertakes no responsibility to oppose any such revision or withdrawal. A downward revision or withdrawal of a rating may have an adverse effect on the marketability or market price of the Series 2023 Bonds. UNDERWRITING Pursuant to the terms of a bond purchase agreement dated _________, 2023 (the “Purchase Agreement”), between the City and Raymond James & Associates, Inc. (the “Underwriter”), the Underwriter will purchase all of the Series 2023 Bonds, if any are purchased, however, the obligation of the Underwriter to make such purchase is subject to certain terms and conditions set forth in the Purch ase Agreement. The Underwriter will purchase the Series 2023A Bonds at a price of $_________ representing the principal amount of the Series 2023A Bonds, plus net original issue premium in the amount of $_________, and less an Underwriter’s discount in the amount of $_________. 66 The Underwriter will purchase the Series 2023B Bonds at a price of $_________ representing the principal amount of the Series 2023B Bonds, plus net original issue premium in the amount of $_________, and less an Underwriter’s discount in the amount of $_________. The public offering prices of the Series 2023 Bonds may be changed from time to time by the Underwriter. The Underwriter may offer and sell Series 2023 Bonds to certain dealers and others at a price lower than the offering price stated on the inside cover page hereof. TAX MATTERS In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the City (“Bond Counsel”), based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2023A Bonds and the Series 2023B Bonds (the “Series 2023 Bonds”) is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”), except that no opinion is expressed as to the status of interest on any Series 2023A Bond for any period that such Series 2023A Bond is held by a “substantial user” of the facilities financed or refinanced by the Series 2023A Bonds or by a “related person” within the meaning of Section 147(a) of the Code. In the further opinion of Bond Counsel, interest on the Series 2023B Bonds is not a specific preference item for purposes of the federal individual alternative minimum tax. Bond Counsel observes that interest on the Series 2023A Bonds is a specific preference item for purposes of the federal individual alternative minimum tax, and that, for tax years beginning after December 31, 2022, interest on the Series 2023 Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. Bond Counsel is also of the opinion that interest on the Series 2023 Bonds is exempt from State of California personal income taxes. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on the Series 2023 Bonds. A complete copy of the proposed form of opinion of Bond Counsel is set forth in APPENDIX G hereto. To the extent the issue price of any maturity of the Series 2023 Bonds is less than the amount to be paid at maturity of such Series 2023 Bonds (excluding amounts stated to be inter est and payable at least annually over the term of such Bonds), the difference constitutes “original issue discount,” the accrual of which, to the extent properly allocable to each Beneficial Owner thereof, is treated as interest on the Series 2023 Bonds which is excluded from gross income for federal income tax purposes and exempt from State of California personal income taxes. For this purpose, the issue price of a particular maturity of the Series 2023 Bonds is the first price at which a substantial amo unt of such maturity of the Series 2023 Bonds is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the Series 2023 Bonds accrues daily over the term to maturity of such Series 2023 Bonds on the basis of a constant interest rate compounded semiannually (with straight - line interpolations between compounding dates). The accruing original i ssue discount is added to the adjusted basis of such Series 2023 Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such Series 2023 Bonds. Beneficial Owners of the Series 2023 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Series 2023 Bonds with original issue discount, including the treatment of Beneficial Owners who do not purchase such Series 2023 Bonds in the original offering to the public at the first price at which a substantial amount of such Series 2023 Bonds is sold to the public. Series 2023 Bonds purchased, whether at original issuance or otherwise, for an amount higher than their principal amount payable at maturity (or, in some cases, at their earlier call date) (“Premium 67 Bonds”) will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax-exempt interest received, and a Beneficial Owner’s basis in a Premium Bond, will be reduced by the amount of amortizable bond premium properly allocable to such Beneficial Owner. Beneficial Owners of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Series 2023 Bonds. The City has made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the Series 2023 Bonds will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the Series 2023 Bonds being included in gross income for federal income t ax purposes, possibly from the date of original issuance of the Series 2023 Bonds. The opinion of Bond Counsel assumes the accuracy of these representations and compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsel’s attention after the date of issuance of the Series 2023 Bonds may adversely affect the value of, or the tax status of interest on, the Series 2023 Bonds. Accordingly, the opinion of Bond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events or matters. Although Bond Counsel is of the opinion that interest on the Series 2023 Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of amounts treated as interest on, the Series 2023 Bonds may otherwise affect a Beneficial Owner’s federal, state or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the Beneficial Owner or the Beneficial Owner’s other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences. Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the Series 2023 Bonds to be subject, directly or in directly, in whole or in part, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the Series 2023 Bonds. Prospective purchasers of the Series 2023 Bonds should consult their own tax advisors regarding the potential impact of any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel’s judgment as to the proper treatment of the Series 2023 Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service (“IRS”) or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the City, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The City has covenanted, however, to comply with the requirements of the Code. Unless separately engaged, Bond Counsel is not obligated to defend the City or the Beneficial Owners regarding the tax-exempt status of the Series 2023 Bonds in the event of an audit examination by the IRS. Under current procedures, Beneficial Owners would have little, if any, right to participate in the 68 audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the City legitimately disagrees, may not be practicable. Any action of the IRS, including but not limited to selection of the Series 2023 Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues may affect the market price for, or the marketability of, the Series 2023 Bonds, and may cause the City or the Beneficial Owners to incur significant expense. Payments on the Series 2023 Bonds generally will be subject to U.S. information reporting and possibly to “backup withholding.” Under Section 3406 of the Code and applicable U.S. Treasury Regulations issued thereunder, a non-corporate Beneficial Owner of Series 2023 Bonds may be subject to backup withholding with respect to “reportable payments,” which include interest paid on the Bonds and the gross proceeds of a sale, exchange, redemption, retirement or other disposition of the Series 2023 Bonds. The payor will be required to deduct and withhold the prescribed amounts if (i) the payee fails to furnish a U.S. taxpayer identification number (“TIN”) to the payor in the manner required, (ii) the IRS notifies the payor that the TIN furnished by the payee is incorrect, (iii) there has been a “notified payee underreporting” described in Section 3406(c) of the Code or (iv) the payee fails to certify under penalty of perjury that the payee is not subject to withholding under Section 3406(a)(1)(C) of the Code. Amou nts withheld under the backup withholding rules may be refunded or credited against a Beneficial Owner’s federal income tax liability, if any, provided that the required information is timely furnished to the IRS. Certain Beneficial Owners (including among others, corporations and certain tax-exempt organizations) are not subject to backup withholding. The failure to comply with the backup withholding rules may result in the imposition of penalties by the IRS. APPROVAL OF LEGAL PROCEEDINGS Certain legal matters incident to the authorization, issuance and sale of the Series 2023 Bonds are subject to the approval of Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Bond Counsel to the City. Certain legal matters will be passed upon for the Ci ty by the City Attorney and by ArentFox Schiff LLP, San Francisco, California, Disclosure Counsel; and certain legal matters will be passed upon for the Underwriter by Quint & Thimmig, Larkspur, California, Underwriter’s Counsel. Bond Counsel assumes no responsibility for the fairness, accuracy or completeness of this Official Statement. Bond Counsel expects to deliver an opinion at the time of issuance of the Series 2023 Bonds substantially in the form set forth in APPENDIX G. PROFESSIONALS INVOLVED IN THE OFFERING The City has retained KNN Public Finance, LLC, Berkeley, California, to serve as Municipal Advisor with respect to the Series 2023 Bonds. Orrick, Herrington & Sutcliffe, LLP is serving as Bond Counsel to the City, ArentFox Schiff LLP, San Francisco, California is serving as Disclosure Counsel to the City, and Quint & Thimmig, Larkspur, California is serving as Underwriter’s Counsel. The Municipal Advisor, Bond Counsel, Disclosure Counsel, and Underwriter’s Counsel will each receive compensation with respect to the Series 2023 Bonds which is contingent upon the sale and delivery of the Series 2023 Bonds. 69 VERIFICATION OF MATHEMATICAL COMPUTATIONS Upon delivery of the Series 2023 Bonds, Causey Demgen & Moore P.C., Denver, Colorado (the “Verification Agent”), will deliver a report stating that it has reviewed and confirmed the mathematical accuracy of certain computations relating to the adequacy of the funds to be held pursuant to the Escrow Agreement and the interest thereon, if any, to pay, when due, the redemption price and interest on the Refunded Bonds on the redemption date thereof. FINANCIAL STATEMENTS The City does not prepare separate financial statements for the Airport. Financial information relating to the Airport is included in the fund financial statements of the Annual Comprehensive Financial Reports of the City. The City of Fresno Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2022, is included as APPENDIX B attached hereto. In accordance with State statutes and Section 804(c) of the City Charter, the Annual Comprehensive Financial Report of the City has been audited. The auditor has not been engaged to perform and has not performed any procedures on the financial statements contained in APPENDIX B since the date thereof, nor has the auditor performed any procedures relating to this Official Statement. CONTINUING DISCLOSURE The City has covenanted to provide certain financial information and operating data relating to the Series 2023 Bonds by not later than March 31, of each year following the end of the City’s Fiscal Year (which currently would be June 30) commencing with the report due March 31, 2024 (the “Annual Report”), and to provide notices of the occurrence of certain enumerated events, if material. The Annual Report and notices of material events will be filed by means of the Electronic Municipal Market Access (EMMA) site maintained by the Municipal Securities Rulemaking Board. The specific nature of the information to be contained in the Annual Report or the notices of material events is contained within APPENDIX E–“FORM OF CONTINUING DISCLOSURE CERTIFICATE.” The 2018 Successor Agency to the Redevelopment Agency Audited Financial Statements were not posted to EMMA timely and a Failure to File Notice was not posted. In addition, the City’s 2018 Audited Financial Statements were not posted to the outstanding CUSIP 358184BH1 for the Fresno Joint Powers Financing Authority Lease Revenue Bonds, Series of 1998 (Exhibit Hall Expansion Project). It was posted 1/8/2020 and it was due 3/27/2019 (287 days late). Otherwise, during the five year period preceding the date of this Official Statement, the City did not fail to comply in any material respect with any previous undertakings in accordance with said Rule to provide Annual Disclosure Reports or notices of material events. 70 MISCELLANEOUS This Official Statement has been duly authorized, executed and delivered by the City. The summaries and descriptions of provisions of the Indenture, the Continuing Disclosure Certificate, the purchase contract pursuant to which the Underwriter is purchasing the Series 2023 Bonds, and all references to other materials not purporting to be quoted in full are qualified in their entirety by reference to the complete provisions of the documents and other materials summarized or described. Copies of such documents may be obtained from the Trustee or, during the offering period, from the Underwriter. The Appendices are integral parts of this Official Statement and must be read together with all other parts of this Official Statement. So far as any statements made in this Official Statement involve matters of opinion, forecasts or estimates, whether or not expressly stated, they are set forth as such and not as representations of fact. CITY OF FRESNO By: Jerry P. Dyer, Mayor A-1 APPENDIX A REPORT OF THE AIRPORT CONSULTANT B-1 APPENDIX B CITY OF FRESNO ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2022 C-2 APPENDIX C CITY INVESTMENT POLICY D-1 APPENDIX D SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE E-1 APPENDIX E FORM OF THE CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City of Fresno, a municipal corporation and chartered city duly organized and validly existing under the Constitution and the laws of the State of California (the “City”) in connection with the issuance of the City of Fresno (the “City”) will issue $__________ principal amount of its City of Fresno Airport Revenue Refunding Bonds, Series 2023A (Non-AMT), and $__________ principal amount of its City of Fresno Airport Revenue Refunding Bonds, Series 2023B (AMT) (together, the “Series 2023 Bonds”). The Series 2023 Bonds are being issued pursuant to an Indenture of Trust dated as of June 15, 2000 (the “Original Indenture”), by and between the City and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as amended and supplemented, including as amended and supplemented by a Fourth Supplemental Indenture dated as of _________ 1, 2023 (the “Fourth Supplemental Indenture”), by and between the City and the Trustee. The City covenants and agrees as follows: SECTION 1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the Holders and Beneficial Owners of the Series 2023 Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries) or (b) is treated as the owner of any Bonds for federal income tax purposes. “Dissemination Agent” shall mean Willdan Financial Services, or any successor Dissemination Agent designated in writing by the City to and which has filed with the City a written acceptance of such designation. “Filing Date” shall mean March 31 of each year, commencing March 31, 2024. “Financial Obligation” as used in this Disclosure Certificate is defined in the Rule, as may be amended, as (i) a debt obligation; (ii) derivative instrument entered into in connection with, or pledged as a security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term “Financial Obligation” shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. “Fiscal Year” shall mean with respect to the City, the period beginning on July 1 of each year and ending on the next succeeding June 30, or any twelve month or fifty-two week period thereafter selected by the City with notice of such selection of change in fiscal year to be provided as set forth herein. E-2 “Holders” shall mean either the registered owners of the Series 2023 Bonds, or, if the Series 2023 Bonds are registered in the name of Depository Trust Company or another recognized depository, any applicable participant in its depository system. “Listed Event” shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. “MSRB” shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access (“EMMA”) website of the MSRB, currently located at http://emma.msrb.org. “Participating Underwriter” shall mean Raymond James & Associates, Inc., the original underwriter of the Series 2023 Bonds required to comply “Repository” shall mean any Electronic Municipal Market Access site maintained by the Municipal Securities Rulemaking Board at http://emma.msrb.org or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “State” shall mean the State of California. SECTION 3. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination Agent to, not later than the Filing Date, commencing with the report due for the City’s Fiscal Year ended June 30, 2023, provide to the Repository, in an electronic format and accompanied by such identifying information as is prescribed by the Repository, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the City’s Fiscal Year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) Not later than fifteen (15) Business Days prior to said date, the City shall provide the Annual Report to the Dissemination Agent. (c) If the City is unable to provide to the Repository an Annual Report by the date required in subsection (a), the City shall send a notice to the Repository, in substantially the form attached as Exhibit A to this Disclosure Certificate. (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the applicable electronic format for filings through the Repository; E-3 (ii) file the Annual Report with the Repository by the date required therefor by Section 3(a) and file any notice of a Listed Event, if requested by the City, as soon as practicable following receipt from the City of such notice; and (iii) if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate and stating the date it was provided. SECTION 4. Content of Annual Reports. The City’s Annual Report shall contain or incorporate by reference the following: (a) The audited financial statements of the City for the Fiscal Year most recently ended, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Government Accounting Standards Board and reporting standards as set forth by the State Controller in “State of California Accounting Standards and Procedures for Counties.” If the audited financial statements of the City are not available by the time the Annual Report is required to be filed as described above, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) To the extent not included in the financial statements, the following types of information will be provided in one or more reports (references are to the tables included in the Report of the Airport Consultant, attached as Appendix A to the Official Statement, with the exception of items (b)(iii) and (b)(vi) which tables are included in the Official Statement): (i) Air Traffic Data (A) Scheduled Airlines serving the Airport (similar to Table 9 in the Official Statement; (B) Daily Scheduled Nonstop Airline Departures (similar to Table 14 in the Official Statement); (C) Historical Enplaned Passengers by Aircraft (similar to Table 10 in the Official Statement); (D) Enplaned Passengers by Airline (similar to Table 11 in the Official Statement Report of the Airport Consultant); and (E) Origin - Destination Passenger Market Shares and Airline Service (similar to Table 13 in the Official Statement). (ii) Freight and Express Cargo Traffic Data (similar to Table 15 in the Official Statement); (iii) Airline Shares of Landed Weight (similar to Table 12 in the Official Statement); (iv) Historical Financial Results (similar to Table 17 in the Official Statement); (v) Landing Fees and Terminal Rentals (similar to Table 18 in the Official Statement); and (vi) Debt Service Coverage (in a format similar to Table 6 in the Official Statement). E-4 Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securi ties Rulemaking Board or the Repositories. The City shall clearly identify each such other document so included by reference. The contents, presentation and format of the Annual Reports may be modified from time to time as determined in the judgment of the City to conform to changes in accounting or disclosure principles or practices and legal requirements followed by or applicable to the City or to reflect changes in the business, structure, operations, legal form of the City or any mergers, consolidations, acquisitions or dispositions made by or affecting the City; provided that any such modifications shall comply with the requirements of the Rule. SECTION 5. Reporting of Significant Events. (a) To the extent applicable and pursuant to provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series 2023 Bonds (each of which is a “Listed Event”): (i) principal and interest payment delinquencies. (ii) non-payment related defaults, if material. (iii) modifications to rights of Holders, if material. (iv) bond calls other than scheduled sinking fund redemptions, if material, and tender offers. (v) defeasances. (vi) rating changes. (vii) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 570 1-TEB) or other material notices of determinations with respect to the tax status of the Series 2023 Bonds, or other material events affecting the tax-exempt status of the Series 2023 Bonds. (viii) unscheduled draws on the debt service reserves reflecting financial difficulties. (ix) unscheduled draws on credit enhancements reflecting financial difficulties. (x) substitution of any credit or liquidity providers or their failure to perform. (xi) release, substitution or sale of property securing repayment of the Series 2023 Bonds, if material. (xii) bankruptcy, insolvency, receivership or similar event of the City; provided that for the purposes of the event identified in this clause (xii), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or E-5 federal law in which a court or government authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City; (xiii) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) appointment of a successor or additional trustee or the change of name of a trustee, if material; (xv) Incurrence of a Financial Obligation of an Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of an Obligated Person, any of which affect security holders, if material; and (xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of an Obligated Person, any of which reflect financial difficulties. (b) If the Dissemination Agent is other than the City, the Dissemination Agent shall, as soon as reasonably practicable after obtaining actual knowledge of the occurrence of any of the Listed Events contact the City and request that the City promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to Section 5(c) and promptly direct the Dissemination Agent whether or not to report such event to the owners of the Series 2023 Bonds. In the absence of such direction, the Dissemination Agent shall not report such event unless required to be reported by the Dissemination Agent to the owners of the Series 2023 Bonds under the Indenture. The Dissemination Agent may conclusively rely upon such direction or lack thereof. For purposes of this Disclosure Certificate, actual knowledge of the occurrence of such Listed Events shall mean actual knowledge by the Dissemination Agent. The Dissemination Agent shall have no responsibility to determine the materiality of any of the Listed Events. Notwithstanding the foregoing, notice of any Listed Event shall be filed with the Repository through its EMMA system, in an electronic format as prescribed by the Repository, in a timely manner but not in excess of 10 business days after the occurrence of such Listed Event. (c) Whenever the City obtains knowledge of the occurrence of a Listed Event, but, in the case of a Listed Event described in subparagraphs (ii), (iii), (iv) (but only with respect to bond calls), (xi), (xiii) and (xiv) of Section 5(a), only in the event the City determines that knowledge of occurrence of a Listed Event would be material under applicable federal securities laws, the City shall file or cause to be filed a notice of such occurrence with the Repository through its EMMA system, in an electronic format as prescribed by the Repository, in a timely manner but not in excess of 10 business days after the occurrence of such Listed Event. (d) The City acknowledges that the events described in subparagraphs (ii), (iii), (iv), (xi), (xiii), and (xiv) of Section 5(a) contain the qualifier “if material”. The City shall cause a notice to be filed as set forth in this Section 5 with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of United States federal securities law. Whenever the City obtains knowledge of the occurrence of any of these Listed Events, the City will as soon as possible determine if E-6 such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in Section 5(c). (e) If in response to a request under Section 5(b), the City determines that the Listed Event would not be material under applicable federal securities laws, the City shall so notify the Dissemination Agent in writing t not to report the occurrence. (f) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB. Notwithstanding the foregoing, notice of Listed Events described in Section 5(a)(viii) and (ix) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Series 2023 Bonds pursuant to the Indenture. (g) For purposes of this Disclosure Agreement, any event described in Section 5(a)(xii) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under State or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. (h) The Dissemination Agent may conclusively rely on an opinion of counsel that the City’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule. SECTION 6. Termination of Reporting Obligation. The City’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series 2023 Bonds. If such termination occurs prior to the final maturity of the Series 2023 Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 7. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign at any time upon delivery of written notice thereof to t he County at least 30 days prior to the effective date of such resignation. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the City pursuant to this Disclosure Certificate. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate, may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Series 2023 Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Series 2023 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and E-7 (c) The amendment or waiver either (i) is approved by the Holders of the Series 2023 Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Series 2023 Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the City shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate any Holder or Beneficial Owner outstanding Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including reasonable attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the City under this Section 11 shall survive resignation or removal of the Dissemination Agent and payment of the Series 2023 Bonds. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter, and Holders and Beneficial Owners from time to time of the Series 2023 Bonds, and shall create no rights in any other person or entity. E-8 SECTION 13. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Date: ________________ CITY OF FRESNO By: _____________________________________ Controller/Finance Director E-9 EXHIBIT A NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Fresno, California Name of Bond Issues: City of Fresno Airport Revenue Refunding Bonds, Series 2023A (AMT), and City of Fresno Airport Revenue Refunding Bonds, Series 2023B (Non-AMT) Date of Issuance: _____________ NOTICE IS HEREBY GIVEN that the City of Fresno (the “City”) has not provided an Annual Report with respect to the above-named Bonds as required by Section __.__ of the Fourth Supplemental Indenture dated as of ________ 1, 2023 between the City and The Bank of New York Mellon Trust Company, N.A., as successor Trustee. [The City anticipates that the Annual Repo rt will be filed by _____________.] Dated:_______________ WILLDAN FINANCIAL SERVICES AGENT, as Dissemination Agent By:___________________________________ Authorized Officer cc: City of Fresno Trustee F-1 APPENDIX F INFORMATION REGARDING DTC AND THE BOOK-ENTRY ONLY SYSTEM The information in this Appendix F concerning The Depository Trust Company, New York, New York (“DTC”) and DTC’s book-entry system has been obtained from DTC and the City takes no responsibility for the completeness or accuracy thereof. The City cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Series 2023 Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Series 2023 Bonds, or (c) prepayment or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Series 2023 Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC. The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Series 2023 Bonds. The Series 2023 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered security certificate will be issued for each maturity of the Series 2023 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to DTC’s system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). S&P Global Ratings has rated DTC “AA+.” DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information set forth on such website is not incorporated herein by reference. Purchases of the Series 2023 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2023 Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of F-2 ownership interests in the Series 2023 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2023 Bonds, except in the event that use of the book-entry system for the Series 2023 Bonds is discontinued. To facilitate subsequent transfers, all Series 2023 Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2023 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2023 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2023 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Series 2023 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2023 Bonds, such as prepayments, tenders, defaults, and proposed amendments to the Indenture. For example, Beneficial Owners of the Series 2023 Bonds may wish to ascertain that the nominee holding the Series 2023 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2023 Bonds of like maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with re spect to the Series 2023 Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 2023 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments of principal of, premium, if any, and interest on the Series 2023 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Authority or the Trustee (or its agent), on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Direct and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee (or its agent) or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of, premium, if any, and interest on the Series 2023 Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. NEITHER THE CITY NOR THE TRUSTEE (OR ANY AGENT THEREOF) WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DIRECT PARTICIPANTS, INDIRECT F-3 PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE TO DIRECT PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS. DTC may discontinue providing its services as depository with respect to the Series 2023 Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Series 2023 Bond certificates will be printed and delivered. In the event that the book-entry system is discontinued as described above, the requirements of the Indenture will apply. The City and the Trustee cannot and do not give any assurances that DTC, the Participants or others will distribute payments of principal, interest or premium, if any, evidenced by the Series 2023 Bonds paid to DTC or its nominee as the registered owner, or will distribute any prepayment notices or other notices, to the Beneficial Owners, or that they will do so on a timely basis or will serve and act in the manner described in this Official Statement. Neither the City nor the Trustee are responsible or liable for the failure of DTC or any Participant to make any payment or give any notice to a Beneficial Owner with respect to the Series 2023 Bonds or an error or delay relating thereto. BENEFICIAL OWNERS WILL NOT RECEIVE PHYSICAL DELIVERY OF SERIES 2023 BONDS AND WILL NOT BE RECOGNIZED BY THE TRUSTEE (OR ITS AGENT) AS OWNERS THEREOF, AND BENEFICIAL OWNERS WILL BE PERMITTED TO EXERCISE THE RIGHTS OF OWNERS ONLY INDIRECTLY THROUGH DTC AND THE DTC PARTICIPANTS. G-1 APPENDIX G PROPOSED FORM OF OPINION OF BOND COUNSEL H-1 APPENDIX H SPECIMEN MUNICIPAL BOND INSURANCE POLICY SF:322276929.1 Quint & Thimmig LLP 04/12/23 18030.10 $________ CITY OF FRESNO Airport Revenue Bonds Series 2023A (AMT) $_________ CITY OF FRESNO Airport Revenue Refunding Bonds Series 2023B (Non-AMT) BOND PURCHASE CONTRACT ______________, 2023 City of Fresno 2600 Fresno Street Fresno, California 93271 Ladies and Gentlemen: The undersigned, Raymond James & Associates, Inc., as underwriter (the “Underwriter”), hereby offers to enter into this Bond Purchase Contract (the “Purchase Contract”) with the City of Fresno (the “City”), which, upon acceptance, will be binding upon the City and the Underwriter. This offer is made subject to acceptance thereof by the City prior to 11:59 p.m., Pacific Daylight time, on the date hereof, and upon such acceptance, as evidenced by the execution hereof by an authorized officer of the City in the space provided below, this Purchase Contract shall be in full force and effect in accordance with its terms and shall be binding upon the City and the Underwriter. All capitalized terms used and not defined in this Purchase Contract have the meanings assigned to them in the Indenture (herein defined). 1. Purchase and Sale of Bonds. (a) Upon the terms and conditions and upon the basis of the representations and agreements set forth herein, the City hereby agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the City, all (but not less than all) of: (a) the City’s $10,810,000 aggregate principal amount of Airport Revenue Bonds, Series 2023A (AMT) (the “2023A Bonds”), at the purchase price of $_________ (which is the aggregate principal amount of the 2023A Bonds, less an Underwriter’s discount of $_________, plus an original issue premium of $__________), and (b) the City’s $__________ aggregate principal amount of Airport Revenue Refunding Bonds, Series 2023B (Non-AMT) (the “2023B Bonds” and, with the 2023A Bonds, the “Bonds”), at the purchase price of $________ (which is the aggregate principal amount of the 2023B Bonds, less an Underwriter’s discount of $________, plus an original issue premium of $__________). As an accommodation to the City, the Underwriter will pay, from the purchase price of the 2023A Bonds, the sum of $_________ to ___________ (the “Municipal Bond Insurer”) as the -2- premium for its municipal bond insurance policy issued for the 2023A Bonds (the “2023A Municipal Bond Insurance Policy”). The net purchase proceeds of the 2023A Bonds in the amount of $__________ will be delivered to the Trustee, on behalf of the City. As an accommodation to the City, the Underwriter will pay, from the purchase price of the 2023B Bonds, the sum of $_________ to the Municipal Bond Insurer as the premium for its municipal bond insurance policy issued for the 2023B Bonds (the “2023B Municipal Bond Insurance Policy”). The net purchase proceeds of the 2023B Bonds in the amount of $_______ will be delivered to the Trustee, on behalf of the City. The City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm’s-length commercial transaction between the City and the Underwriter; (ii) in connection with such transaction, including the process leading thereto, the Underwriter is acting solely as a principal and not as an agent or a fiduciary of the City; (iii) the Underwriter has neither assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the City on other matters) nor has it assumed any other obligation to the City except the obligations expressly set forth in this Purchase Contract, (iv) the Underwriter has financial and other interests that differ from those of the City; and (v) the City has consulted with its own legal and financial advisors to the extent it deemed appropriate in connection with the offering of the Bonds. The City hereby acknowledges receipt from the Underwriter of disclosures required by the Municipal Securities Rulemaking Board (“MSRB”) Rule G-17 (as set forth in MSRB Notice 2012-25 (May 7, 2012), relating to disclosures concerning the Underwriter’s role in the transaction, disclosures concerning the Underwriter’s compensation, conflict disclosures, if any, and disclosures concerning complex municipal securities financing, if any. (b) The Bonds shall be dated their date of delivery. The Bonds shall mature on the dates and in the principal amounts, with interest with respect thereto computed at the rates, and be subject to redemption, all as set forth in Exhibit A attached hereto. The Bonds shall be issued pursuant to, secured under the provisions of, and payable as provided in the Indenture of Trust, dated as of June 15, 2000 (the “Original Indenture of Trust”), by and between the City and The Bank of New York Mellon Trust Company, N.A., as successor in interest to BNY Western Trust Company and as trustee thereunder (the “Trustee”), as heretofore supplemented and amended by the First Supplemental Indenture, dated as of May 1, 2007, by and between the City and the Trustee (the “First Supplemental Indenture”), as further supplemented and amended by the Second Supplemental Indenture, dated as of July 1, 2013, by and between the City and the Trustee (the “Second Supplemental Indenture”), as further supplemented and amended by the Third Supplemental Indenture, dated as of May 1, 2019, by and between the City and the Trustee (the “Third Supplemental Indenture”) and as further supplemented and amended by the Fourth Supplemental Indenture, dated as of June 1, 2023, by and between the City and the Trustee (the “Fourth Supplemental Indenture” and, with the Original Indenture of Trust, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”), and shall be substantially in the form described in the Indenture and the City of Fresno Municipal Improvements Revenue Bond Law, being Article 7 of Chapter 18 of the Municipal Code of the City, which incorporates, to the extent made applicable by such law, the Revenue Bond Law of 1941, being Chapter 6 of Division 2 of Title 5 of the Government Code of the State of California (the “State”), as enacted and as thereafter amended (the “Law”). The Bonds shall be limited obligations of the City and are not secured by a pledge of, or charge or lien upon, any property of the City or any of its income or receipts, except the Revenues (as defined in the Indenture) and certain funds and accounts held pursuant to the Indenture. -3- The payment of principal of and interest on the 2023A Bonds, when due, will be insured by the 2023A Municipal Bond Insurance Policy issued by the Municipal Bond Insurer concurrently with the delivery of the 2023A Bonds. The payment of principal of and interest on the 2023B Bonds when due, will be insured by the 2023B Municipal Bond Insurance Policy issued by the Municipal Bond Insurer concurrently with the delivery of the 2023B Bonds. (c) The net purchase proceeds of the 2023A Bonds will be used to (i) finance a portion of the costs of construction of certain improvements at the Fresno Yosemite International Airport terminal, (ii) refund $___________ outstanding principal amount of City of Fresno Airport Revenue Bond Series 2013B (AMT) (then”2013B Bonds”), (iii) capitalize interest on the 2023A Bonds through January 1, 2026, (iv) fund a debt service reserve fund for the 2023A Bonds, and (v) pay certain costs associated with the issuance of the 2023A Bonds. The net purchase proceeds of the 2023B Bonds will be used to (i) provide funds to refund $___________ outstanding principal amount of City of Fresno Airport Revenue Bond Series 2013A (Non- AMT) (the “2013A Bonds”), (ii) fund a debt service reserve fund for the 2023B Bonds, and (iii) pay certain costs associated with the issuance of the 2023B Bonds. (d) Except as disclosed in the Official Statement referred to below, the City has not in the previous five years failed to comply in any material respect, and is as of the date hereof in compliance in all material respects, with its disclosure obligations under any and all prior undertakings related to Rule 15c2-12 (the “Rule”) promulgated by the U.S. Securities Exchange Commissioner (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended, to provide annual reports and notices of material event. 2. Bona Fide Public Offering. The Underwriter agrees to make a bona fide public offering of all of the Bonds, at prices not in excess of the initial public offering yields or prices set forth on Exhibit A attached hereto. Subject to Section 3(c), the Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices; provided, however, that the Underwriter may offer a portion of the Bonds for sale to selected dealers who are members of the Financial Industry Regulatory Authority and who agree to resell the Bonds to the public on terms consistent with this Purchase Contract, and the Underwriter reserves the right to change such offering prices or yields as the Underwriter shall deem necessary in connection with the marketing of the Bonds and to offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the initial offering prices or at yields higher than the initial yields set forth on Exhibit A attached hereto. The Underwriter also reserves the right to over-allot or effect transactions that stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market and to discontinue such stabilizing, if commenced, at any time. None of such activities shall affect the principal amounts, maturity dates, interest rates, redemption or other provision of the Bonds or the amount to be paid by the Underwriter to the City for the Bonds. 3. Issue Price. (a) The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City on the Closing Date an “issue price” or similar certificate substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (b) Except as otherwise set forth in Schedule 1 attached to Exhibit B, the City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public -4- as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). (c) Schedule 1 attached to Exhibit B sets forth the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that: (i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable: (A)(1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public. (ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the -5- 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the- offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3: (i) “public” means any person other than an underwriter or a related party, (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public), (iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) “sale date” means the date of execution of this Purchase Contract by all parties. 4. Official Statement. (a) In connection with the offering and sale of the Bonds, the City has duly authorized and approved of the use and distribution by the Underwriter prior to the date hereof of the Preliminary Official Statement, dated _________, 2023, relating to the Bonds (including the cover page, the inside cover page and appendices thereto, the “Preliminary Official Statement”) which, as of its date, the City has deemed final for purposes of the Rule, except for information permitted to be omitted therefrom by the Rule. The City agrees to deliver to the Underwriter as many definitive copies of the Preliminary Official Statement, as amended to conform to the terms of this Purchase Contract and with such other changes and amendments as are mutually agreed upon by the Underwriter and the City (the “Official Statement”), as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of the Rule and with Rule G-2 and all other rules of the Municipal Securities Rulemaking Board. The City agrees to deliver the Official Statement to the Underwriter within seven business days after the execution of this Purchase Contract. The City hereby authorizes and approves the distribution by the Underwriter of the Preliminary Official Statement in connection with the public offering and sale of the Bonds, provided that the Underwriter shall be responsible for complying with all requirements of the SEC and the Municipal Securities Rulemaking Board relating to the delivery of the Official Statement to the purchasers of the Bonds. -6- (b) If, at any time prior to the date 25 days following the later of the Closing Date (defined below) or the “End of the Underwriting Period” (which will be the date the Underwriter no longer retains, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public, which date shall be provided to the City Council by written notice of the Underwriter) the City has knowledge of an event that might or would cause the Official Statement to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will promptly notify the Underwriter in writing of the circumstances and details of such event. If, as a result of such event or any other event, it is necessary, in the opinion of the Underwriter, the City or its counsel, to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will forthwith cooperate with the Underwriter in the prompt preparation and furnishing to the Underwriter of a reasonable number of copies of an amendment of or a supplement to the Official Statement, in form and substance reasonably satisfactory to the Underwriter, which will so amend or supplement the Official Statement so that, as amended or supplemented, it will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 5. Delivery of Bonds. At 8:00 A.M., Pacific Daylight time, on __________, 2023, or at such earlier or later time or date as shall be agreed by the City and the Underwriter (such time and date being herein referred to as the “Closing Date”), the City will direct the Trustee to deliver the Bonds to The Depository Trust Company (“DTC”) in New York, New York (or to the Trustee in the event of a Fast Automated Securities Transaction (“F.A.S.T.”)), for the account of the Underwriter (or at such other location as may be designated by the Underwriter), the Bonds in the form of a separate single fully-registered Bond for each series of Bonds and maturities (all Bonds being typewritten and bearing CUSIP numbers), duly executed by the City and authenticated by the Trustee, and at the offices of Orrick, Herrington & Sutcliffe LLP, San Francisco, California (“Bond Counsel”), or such other location or locations mutually agreed upon by the City and the Underwriter, the other documents herein mentioned; and the Underwriter will accept such delivery and pay the purchase prices of the Bonds as set forth in Section 1 by wire transfer, payable in immediately available funds (such delivery and payment being herein referred to as the “Closing”). The Bonds shall be registered in the name of Cede & Co., as nominee for DTC. Notwithstanding the foregoing, neither the failure to place CUSIP numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds on the Closing Date in accordance with the terms of this Purchase Contract. 6. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants as follows: (a) The City is a municipal corporation and chartered city duly organized and validly existing under the Constitution and the laws of the State, with the full right, power and authority to issue the Bonds and to execute, deliver and perform its obligations under the Bonds, this Purchase Contract, the Indenture, the Escrow Agreement, dated as of June 1, 2023, by and between the City and The Bank of New York Mellon Trust Company, N.A., as escrow bank (the “Escrow Bank”), relating to the defeasance of the 2013A Bonds and 2013B Bonds (the “Escrow Agreement”), the Continuing Disclosure Certificate, dated ___________, 2023 (the “Continuing Disclosure Certificate”), and the Official Statement. (b) The Bonds, the Fourth Supplemental Indenture, the Escrow Agreement, the -7- Continuing Disclosure Certificate and this Purchase Contract, when duly executed and delivered by all parties thereto, will constitute valid and binding obligations of the City, enforceable in accordance with their terms. (c) By all necessary official action of the City prior to or concurrently with the acceptance hereof, the City has duly adopted and authorized the distribution of the Preliminary Official Statement and the Official Statement, and authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the Bonds, the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate and this Purchase Contract and the consummation by the City of all other transactions contemplated by the Official Statement and this Purchase Contract. (d) The Preliminary Official Statement, at the date thereof (except for any information relating to the Municipal Bond Insurer, the 2023A Municipal Bond Insurance Policy, the 2023B Municipal Bond Insurance Policy, DTC and its book-entry system included therein, and the information therein under the caption “UNDERWRITING,” as to which no opinion or view is expressed), does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the date hereof, the Official Statement (except for any information relating to DTC and its book-entry system included therein, and the information therein under the caption “UNDERWRITING,” as to which no opinion or view is expressed) does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) If between the date of this Purchase Contract and the Closing Date, an event occurs, of which the City has knowledge, which might or would cause the information contained in the Official Statement, as theretofore supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under it was presented, not misleading, the City will notify the Underwriter, and if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will amend or supplement the Official Statement in a form and in manner approved by the Underwriter. (f) Except as otherwise disclosed in the Official Statement, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court, governmental agency, public board or body, known to the City to be pending or threatened against the City seeking to restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting any proceedings of the City taken concerning the issuance or sale thereof, the pledge or application of any moneys or security provided for the payment of the Bonds, in any way contesting the validity or enforceability of the Bonds, the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate or this Purchase Contract or contesting in any way the completeness or accuracy of the Official Statement or the existence or powers of the City relating to the issuance of the Bonds. (g) The execution and delivery of the Bonds, the Fourth Supplemental Indenture, the Escrow Agreement, the Continuing Disclosure Certificate and this Purchase Contract and compliance with the provisions on the City’s part contained therein and in the Original Indenture of Trust, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, fiscal agent agreement, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance -8- result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or instrument, except as provided by the Indenture. (h) The City is not in breach of or in default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, trust agreement, fiscal agent agreement, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both would constitute a default or an event of default under any such instrument. (i) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the Underwriter (1) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (2) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject. 7. Representations of the Underwriter. The Underwriter represents that it has full power and authority to enter into this Purchase Contract, that the execution, delivery and performance of this Purchase Contract and the purchase of the Bonds contemplated herein have been duly authorized by the Underwriter, and that this Purchase Contract, upon due authorization, execution and delivery by the City, will be a valid and binding obligation of the Underwriter. 8. Conditions to Obligations of Underwriter. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties and agreements of the City contained herein and upon the accuracy of the statements to be contained in the documents, opinions, and instruments to be delivered at the Closing. Accordingly, the Underwriter’s obligations under this Purchase Contract to purchase, accept delivery of, and pay for the Bonds on the Closing Date is subject to the performance by the City of its obligations hereunder at or prior to the Closing. The parties hereto expressly understand that the obligations of the Underwriter to purchase the Bonds are and shall be subject to the following further conditions: (a) At the time of the Closing, (i) the representations and warranties of the City contained herein shall be true, complete and correct; (ii) each of the documents and certificates required to be delivered at Closing shall have been duly executed, acknowledged and delivered by the appropriate parties thereto, shall be in full force and effect and shall not have been amended, modified or supplemented, except as therein permitted or as may have been agreed to in writing by the Underwriter; and (iii) the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter. (b) The Underwriter shall have the right in its absolute discretion to cancel the Underwriter’s obligation to purchase the Bonds if between the date hereof and the Closing any of the following events occur: (i) Legislation shall have been enacted by the Congress of the United States or the Legislature of the State or favorably reported thereto for passage by any Committee to which such legislation has been referred for consideration or be pending before any such -9- Committee or shall have been recommended to the Congress of the United States for passage by the President of the United States or recommended to the Legislature of the State for passage by the Governor of the State, or a decision shall have been rendered by a court of the United States, including the Tax Court of the United States, or of the State, or a ruling or an official release shall have been made or a regulation shall have been proposed or made by the Treasury Department of the United States or the Internal Revenue Service or other federal or State authority having jurisdiction over tax matters, with respect to federal or State taxation upon revenues or other income of the City or upon interest on obligations of the general character of the Bonds, or other actions or events shall have transpired that would, in the reasonable judgment of the Underwriter, have the purpose or effect, directly or indirectly, of changing the federal or State tax consequences of any of the transactions contemplated in connection herewith and that in the reasonable judgment of the Underwriter, affects materially and adversely (A) the market price or marketability of the Bonds or (B) the ability of the Underwriter to enforce contracts for the sale of the Bonds; (ii) Legislation enacted or introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the SEC, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangement, are not exempt from registration under the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under the Trust Agreement Act of 1939, as amended, or suspending the use of the Official Statement or any amendment or supplement thereto, or any proceeding for that purpose, is initiated or threatened in any such court or by any such authority; (iii) There exists any event which, in the reasonable judgment of the Underwriter, either makes untrue or incorrect in any material respect as of such time any statement or information contained in the Official Statement or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect, unless the City amends or supplements the Official Statement in accordance with Section 6(e) of this Purchase Contract; (iv) There occurs any change in the affairs of the City that would materially adversely affect the ability of the City to perform its obligations under this Purchase Contract, the Escrow Agreement, the Continuing Disclosure Certificate or the Indenture; (v) Any new restriction on transactions in securities are established materially affecting the free market for securities (including the imposition of any limitation on interest rates) or materially increasing restrictions now in force or the extension of credit by, or the charge to the net capital requirements of, the Underwriter established by the New York Stock Exchange, the SEC, any other federal or state agency or the Congress of the United States, or by Executive Order; (vi) An order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the SEC, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement is or would be in violation of the -10- federal securities laws as amended and then in effect; (vii) There shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Underwriter, impractical or inadvisable to proceed with the offering or delivery of the Bonds as contemplated in the Official Statement (exclusive of any amendment or supplement thereto); (viii) There is in force a general suspension of trading on the New York Stock Exchange, or minimum or maximum prices for trading become fixed and remain in force, or maximum ranges for prices for securities are required and remain in force on the New York Stock Exchange, whether by virtue of a determination by that Exchange or by order of the SEC or any other governmental authority having jurisdiction; (ix) A general banking moratorium is declared by either federal, State or New York authorities having jurisdiction and remains in force; (x) Trading in the City’s outstanding securities is suspended by the SEC. (xi) There shall have occurred, or any notice shall have been given, of any intended downgrading, suspension, withdrawal or negative change in credit watch status by any national rating service to any of the City’s obligations; (xii) An order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency relating to Circular 230 (31 C.F.R. part 10) is issued, made or proposed, that, in the judgment of the Underwriter, affects materially and adversely the market for the Bonds or the market price generally of obligations of the general character of the Bonds; or (xiii) The marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially and adversely affected by disruptive events, occurrences or conditions in the securities or debt markets. (c) At or prior to the Closing Date, the Underwriter shall have received the following documents, in each case satisfactory in form and substance to the Underwriter: (i) the Fourth Supplemental Indenture, the Escrow Agreement and the Continuing Disclosure Certificate, duly executed and delivered by the respective parties thereto, with such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter; (ii) the approving opinion of Bond Counsel, addressed to the City, dated the date of the Closing, in substantially the form attached to the Official Statement as Appendix G, together with a reliance letter addressed to the Underwriter; (iii) a supplemental opinion of Bond Counsel, addressed to the City, dated the date of Closing, to the effect that: (A) this Purchase Contract has been duly executed and delivered by the City and, assuming due authorization, execution and delivery by the other party hereto, is valid and binding upon the City, subject to laws relating to bankruptcy, -11- insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, and other laws related to or affecting creditors’ rights, to the application of equitable principles to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against cities; (B) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Agreement Act of 1939, as amended; and (C) the statements contained in the Official Statement on the cover and in the sections thereof entitled “DESCRIPTION OF THE SERIES 2023 BONDS” (other than information relating to DTC), “SECURITY FOR THE SERIES 2023 BONDS” (other than under the subcaptions “Passenger Facilities Charges, “Historical PFC Collections and Application”), “TAX MATTERS,” APPENDIX D—SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE, and APPENDIX G—PROPOSED FORM OF OPINION OF BOND COUNSEL, insofar as such statements purport to summarize certain provisions of the Bonds, the Indenture, and Bond Counsel’s opinion with respect to the tax status of interest on the Bonds, are accurate in all material respects. (iv) an opinion of ArentFox Schiff LLP, as Disclosure Counsel to the City, addressed to the City and the Underwriter, dated the date of Closing, to the effect that no information came to the attention of the attorneys in such firm rendering legal services in connection with the issuance of the Bonds which caused such firm to believe that the Official Statement as of its date or the Closing Date (except for Appendices A, B, C, E and F thereto, and any financial, statistical or engineering data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion or any information about the Municipal Bond Insurer, the 2023A Municipal Bond Insurance Policy, the 2023B Municipal Bond Insurance Policy, DTC or its book-entry system included therein, as to which no opinion or view need be expressed) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) a certified copy of the resolution of the City (the “City Resolution”) authorizing the issuance of the Bonds and the execution and delivery of the Fourth Supplemental Indenture, the Escrow Agreement, the Continuing Disclosure Certificate, the Official Statement and this Purchase Contract; (vi) an opinion of the City Attorney, addressed to the Underwriter, dated the date of Closing, in the form attached hereto as Exhibit C; (vii) a certificate dated the date of the Closing, signed by an authorized officer of the City reasonably acceptable to the Underwriter to the effect that: (A) the representations, warranties and covenants of the City contained herein are true and correct in all material respects on and as of the date of Closing with the same effect as if made on the date of Closing; (B) the City has complied with all the Indenture and satisfied all of the conditions on its part to be performed or satisfied at or prior to Closing; and (C) no event affecting the City has occurred since the date of the Official -12- Statement which either makes untrue or incorrect in any material respect as of the Closing Date any statement or information contained in the Official Statement or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein not misleading in any material respect; (viii) the Official Statement executed on behalf of the City as provided in Section 4 of this Purchase Contract; (ix) a copy of each report required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 8855(g) of the California Government Code ; (x) a copy or verification of the filing of a letter of representation or such equivalent document as required by DTC; (xi) a copy of the 2023A Municipal Bond Insurance Policy; (xii) a copy of the 2023B Municipal Bond Insurance Policy ; (xiii) an opinion of counsel to the Municipal Bond Insurer, addressed to the City and the Underwriter to the effect that: (A) the descriptions of the Municipal Bond Insurer, the 2023A Municipal Bond Insurance Policy and the 2023B Municipal Bond Insurance Policy included in the Official Statement are accurate; (B) the 2023A Municipal Bond Insurance Policy and the 2023B Municipal Bond Insurance Policy constitute legal, valid and binding obligations of the Bond Insurer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditor’s rights generally and by the application of equitable principles if equitable remedies are sought, and (C) as to such other matters as the City or the Underwriter may reasonably request; (xiv) a certificate of the Municipal Bond Insurer, signed by an authorized officer of the Bond Insurer, to the effect that (A) the information contained in the Official Statement relating to the Municipal Bond Insurer, the 2023A Municipal Bond Insurance Policy and the 2023B Municipal Bond Insurance Policy is true and accurate and (B) as to such other matters as the City or the Underwriter may reasonably request; (xv) satisfactory evidence that the Bonds have been rated assigned the underlying ratings of “____,” “___” and “____” by Kroll Bond Rating Agency and Standard & Poor’s Ratings Services, respectively, and that the 2023A Bonds and the 2023B Bonds have been assigned the insured rating of “AA” by Standard & Poor’s Ratings Services; -13- (xvi) an opinion of Quint & Thimmig LLP, counsel to the Underwriter (“Underwriter’s Counsel”), addressed to the Underwriter and dated the Closing Date, in form and substance satisfactory to the Underwriter; (xvii) a certificate, dated the Closing Date, signed by the Trustee, in form and substance satisfactory to the City and the Underwriter to the effect that: (A) the Trustee has all necessary power and authority to enter into, and perform its duties and accepts the trusts created under, the Indenture; (B) the Trustee is duly authorized to enter into the Fourth Supplemental Indenture and to authenticate the Bonds pursuant to the terms of the Indenture; (C) the Bonds have been duly authenticated and delivered by the Trustee to the Underwriter pursuant to the direction from the City; (D) to the best of the Trustee’s knowledge, the Trustee is not in breach of or default under any law or administrative rule or regulation of the State or the United States of America, or of any department, division, agency or instrumentality thereof, or any applicable court or administrative decree or order to which the Trustee is subject or bound and which would materially impair the ability of the Trustee to perform its obligations under the Indenture; and (E) to the best of the Trustee’s knowledge, the execution and delivery of the Second Supplemental Indenture and the authentication of the Bonds will not conflict with or constitute a breach of or default under the Trustee’s duties under any law, administrative regulation, court decree, resolution, charter or bylaws to which the Trustee is subject or by which it is bound; (xviii) an opinion of counsel to the Trustee, addressed to the City and the Underwriter to the effect that: (A) The Trustee is a national banking association, duly organized and existing under the laws of the United States of America and has full power and authority to execute and deliver the Fourth Supplemental Indenture; and (B) The Fourth Supplemental Indenture, when duly authorized, executed and delivered by the Trustee, will constitute the valid and binding obligation of the Trustee enforceable against the Trustee in accordance with its terms, except insofar as the validity, binding nature and enforceability of the Trustee’s obligations thereunder may be limited by the effect of (1) insolvency, reorganization, arrangement, moratorium, fraudulent transfer and other similar laws, (2) the discretion of any court of competent jurisdiction in awarding equitable remedies, including, without limitation, specific performance or injunctive relief and (3) general principles of equity embodies in California statutes and common law; (xix) a certificate, dated the Closing Date, signed by the Escrow Bank, in form and substance satisfactory to the City and the Underwriter to the effect that: (A) the Escrow Bank has all necessary power and authority to enter into, and perform its duties and accepts the trusts created under, the Escrow -14- Agreement; (B) the Escrow Bank is duly authorized to enter into the Escrow Agreement; (C) to the best of the Escrow Bank’s knowledge, the Escrow Bank is not in breach of or default under any law or administrative rule or regulation of the State or the United States of America, or of any department, division, agency or instrumentality thereof, or any applicable court or administrative decree or order to which the Escrow Bank is subject or bound and which would materially impair the ability of the Escrow Bank to perform its obligations under the Escrow Agreement; and (D) to the best of the Escrow Bank’s knowledge, the execution and delivery of the Escrow Agreement will not conflict with or constitute a breach of or default under the Escrow Bank’s duties under any law, administrative regulation, court decree, resolution, charter or bylaws to which the Escrow Bank is subject or by which it is bound; (xx) an opinion of counsel to the Escrow Bank, addressed to the City and the Underwriter to the effect that: (A) The Escrow Bank is a national banking association, duly organized and existing under the laws of the United States of America and has full power and authority to execute and deliver the Escrow Agreement; and (B) The Escrow Agreement, when duly authorized, executed and delivered by the Escrow Bank, will constitute the valid and binding obligation of the Escrow Bank enforceable against the Escrow Bank in accordance with its terms, except insofar as the validity, binding nature and enforceability of the Escrow Bank’s obligations thereunder may be limited by the effect of (1) insolvency, reorganization, arrangement, moratorium, fraudulent transfer and other similar laws, (2) the discretion of any court of competent jurisdiction in awarding equitable remedies, including, without limitation, specific performance or injunctive relief and (3) general principles of equity embodies in California statutes and common law; (xxi) A tax certificate and agreement by the City in form and substance satisfactory to Bond Counsel; (xxii) A copy of the executed Information Return for Tax-Exempt Governmental Bond Issues, Form 8038-G (current revision), and evidence of the filing thereof with the Internal Revenue Service regarding the Bonds; (xxiii) A verification report prepared by Causey Demgen & Moore P.C., relating to mathematical accuracy of the calculation as to the sufficiency of cash held by the Escrow Bank to meet the redemption requirements of the 2013A Bonds and the 2013B Bonds; (xxiv) A defeasance opinion of Bond Counsel relating to the 2013A Bonds and the 2013B Bonds; and (xxv) such additional legal opinions, certificates, proceedings, instruments and -15- other documents as the Underwriter, Underwriter’s Counsel or Bond Counsel may reasonably request to evidence compliance by the City with this Purchase Contract, legal requirements (including tax status), and the performance or satisfaction by the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the City. The City will furnish the Underwriter with such conformed copies of such opinions, certificates, letters and documents as the Underwriter may reasonably request. If the City is unable to satisfy the conditions to the obligations of the Underwriter contained in this Purchase Contract, or if the obligations of the Underwriter are terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the City shall have any further obligations hereunder, except as provided in Section 10 hereof. However, the Underwriter may in its discretion waive one or more of the conditions imposed by this Purchase Contract for the protection of the Underwriter and proceed with the Closing. 9. Conditions to Obligation of the City. The obligations of the City under this Purchase Contract to deliver the Bonds on the Closing Date are subject to the performance by the Underwriter of its obligations hereunder at or prior to the Closing. 10. Expenses. (a) Except as specifically provided in paragraph (b) of this Section 10, the Underwriter shall be under no obligation to pay, and the City shall pay from its available funds or from the proceeds of the Bonds, certain expenses set forth in this Section 10, including but not limited to (i) all expenses in connection with the preparation, distribution and delivery of the Official Statement, and any amendment or supplement thereto, (ii) the fees and disbursements of Bond Counsel and the Trustee in connection with the Bonds; (iii) the fees and disbursements of counsel to the City in connection with the Bonds; (iv) the fees and disbursements of advisors and consultants to the City in connection with the Bonds; (v) the premiums to be paid to the Municipal Bond Insurer; (vi) all expenses of the City in connection with the preparation, printing and delivery of the Bonds; and (vii) any expenses incurred on behalf of the City’s employees which are incidental to implementing this Purchase Contract, including, but not limited to meals, transportation, lodging and entertainment of those employees. (b) The Underwriter shall pay (i) the fees of the California Debt and Investment Advisory Commission, and (ii) all other expenses incurred by it in connection with its offering and distribution of the Bonds, including travel and advertising expenses and the fees and expenses of Underwriter’s Counsel. 11. Notice. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing to the Controller of the City at the addresses set forth above. Any such notice or communication to be given to the Underwriter may be given by delivering the same in writing to: Raymond James & Associates, Inc. 5820 Patterson Avenue, Suite 100 Richmond, VA 23226 Attention: Mr. D.J. Mehigan, Managing Director 12. Governing Law. This Purchase Contract shall be governed by the laws of the State. 13. Parties in Interest. This Purchase Contract is made solely for the benefit of the signatories hereto (including the successors or assigns of the Underwriter) and no other person -16- shall acquire or have any right hereunder or by virtue hereof. 14. Survival of Representations. All representations, warranties and agreements in this Purchase Contract shall remain operative and in full force and effect, regardless of (a) delivery of and payment for any of the Bonds and (b) any termination of this Purchase Contract. 15. Severability. If any provision of this Purchase Contract is held or deemed to be or is, in fact, invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any constitution, statute, rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Purchase Contract invalid, inoperative or unenforceable to any extent whatever. 16. Counterpart Signatures and Facsimile Transmission. This Purchase Contract may be executed by facsimile transmission and in separate counterparts, each of which when so executed and delivered shall be original, but all such counterparts shall together constitute but one and the same instrument. Very truly yours, RAYMOND JAMES & ASSOCIATES, INC., as Underwriter By D.J. Mehigan Managing Director The foregoing is hereby accepted as of the date first written above. CITY OF FRESNO By Name Title Time: Exhibit A Page 1 EXHIBIT A MATURITY SCHEULES AND REDEMPTION PROVISIONS $___________ CITY OF FRESNO Airport Revenue Bonds Series 2023A (AMT) Maturity Date Principal Interest (July 1) Amount Rate Price Yield Optional Redemption. The 2023A Bonds maturing on or after July 1, ____, are subject to redemption prior to their respective stated maturities at the written direction of the City (delivered to the Trustee no later than 45 days prior to the redemption date), from any moneys deposited by the City, as a whole or in part on any date (in such maturities as are designated in writing by the City to the Trustee) on or after July 1, ____, at the redemption price of 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption. Mandatory Sinking Fund Account Redemption. The 2023A Bonds maturing on July 1, ____, are also subject to mandatory sinking fund redemption prior to maturity, in part on July 1, ____, and each July 1 thereafter to and including July 1, ____, by lot, from and in the amount of the Mandatory Sinking Account Payments set forth below at a redemption price equal to the sum of the principal amount thereof plus accrued interest thereon to the redemption date, without premium: Sinking Fund Account Redemption Date (July 1) Sinking Fund Installments †Maturity The 2023A Bonds maturing on July 1, ____, are also subject to mandatory sinking fund Exhibit A Page 2 redemption prior to maturity, in part on July 1, ____, and each July 1 thereafter to and including July 1, ____, by lot, from and in the amount of the Mandatory Sinking Account Payments set forth below at a redemption price equal to the sum of the principal amount thereof plus accrued interest thereon to the redemption date, without premium: Sinking Fund Account Redemption Date (July 1) Sinking Fund Installments †Maturity Exhibit A Page 3 $________ CITY OF FRESNO Airport Revenue Refunding Bonds Series 2023B (Non-AMT) Maturity Date Principal Interest (July 1) Amount Rate Price Yield Optional Redemption. The 2023B Bonds maturing on or after July 1, ____, are subject to redemption prior to their respective stated maturities at the written direction of the City (delivered to the Trustee no later than 45 days prior to the redemption date), from any moneys deposited by the City, as a whole or in part on any date (in such maturities as are designated in writing by the City to the Trustee) on or after July 1, ____, at the redemption price of 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption. Exhibit B Page 1 EXHIBIT B FORM OF ISSUE PRICE CERTIFICATE $________ CITY OF FRESNO Airport Revenue Bonds Series 2023A (AMT) and $_________ CITY OF FRESNO Airport Revenue Refunding Bonds Series 2023B (Non-AMT) ISSUE PRICE CERTIFICATE OF UNDERWRITER The undersigned, on behalf of Raymond James & Associates, Inc, as underwriters (“Raymond James”), based on the information available to it, hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule 1. 2. Initial Offering Price of the Bonds Hold-the-Offering Price Maturities. (a) Raymond James offered the Hold-the-Offering Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule 1 (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule 2. (b) As set forth in the Bond Purchase Agreement, Raymond James has agreed in writing that, (i) for each Maturity of the Hold-the-Offering Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold- the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. Exhibit B Page 2 3. Defined Terms. (a) “General Rule Maturities” means, the Maturities of the Bonds listed in Schedule 1 as “General Rule Maturities.” (b) “Hold-the-Offering Price Maturities” means, the Maturities of the Bonds listed in Schedule 1 as “Hold-the-Offering Price Maturities.” (c) “Holding Period” means, for each Maturity of the Bonds, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Raymond James has sold at least 10% of such Maturity of the Bonds to the Public at prices that are no higher than the Initial Offering Price for such Maturity. (d) “Issuer” means the City of Fresno. (e) “Maturity” means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (f) “Public” means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) “Sale Date” means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is ___________, 2023. (h) “Underwriter” means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the Public). 4. Credit. Raymond James has calculated that the present value of the amounts paid to obtain the insurance provided by _____________ (the “Insurance”) is less than the present value of the debt service reasonably expected to be saved as a result of having the Insurance, using as the discount factor for this purpose the expected Yield with respect to the Bonds treating the fees paid as interest with respect to the Bonds. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Raymond James’s interpretation of any laws, including specifically sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. Accordingly, Raymond James makes no representation as to the legal sufficiency of the factual matters set forth herein. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the arbitrage certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Quint & Thimmig LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038, and other Exhibit B Page 3 federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. Except as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party for any other purpose. Dated: _________, 2023 RAYMOND JAMES & ASSOCIATES, INC., as Underwriter By Name Title Exhibit B Page 4 SCHEDULE 1 TO ISSUE PRICE CERTIFICATE SALE PRICES OF THE GENERAL RULE MATURITES AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES $________ CITY OF FRESNO Airport Revenue Bonds Series 2023A (AMT) Hold-the- General Offering Rule Price Maturity Principal Interest Maturities Maturities (June 1) Amount Rate Price c Priced to the 7/1/____, par call date. $_________ CITY OF FRESNO Airport Revenue Refunding Bonds Series 2023B (Non-AMT) Hold-the- General Offering Rule Price Maturity Principal Interest Maturities Maturities (June 1) Amount Rate Price Exhibit B Page 5 c Priced to the 7/1/____, par call date. Exhibit B Page 6 SCHEDULE 2 TO ISSUE PRICE CERTIFICATE PRICING WIRE OR EQUIVALENT COMMUNICATION Exhibit C Page 1 EXHIBIT C FORM OF OPINION OF THE CITY ATTORNEY [Date of Closing] City of Fresno Fresno, California Raymond James & Associates, Inc. _____________ Re: $________ City of Fresno Airport Revenue Bonds Series 2023A (AMT) $________ City of Fresno Airport Revenue Refunding Bonds Series 2023B (Non-AMT) Ladies and Gentlemen: Our office has acted as counsel to the City of Fresno (the “City”) in connection with the issuance, sale, and delivery of $__________ aggregate principal amount of its Airport Revenue Bonds, Series 2023A (AMT) (the “2023A Bonds”), and $________ aggregate principal amount of its Airport Revenue Refunding Bonds, Series 2023B (Non-AMT) (the “2023B Bonds” and, with the 2023A Bonds, the “Bonds”). In connection with the Bonds, we have reviewed (i) Resolution No. 2023-_____ of the Council of the City of Fresno (“Council”) adopted _________ __, 2023 (the “Resolution”), authorizing the issuance of the Bonds and the execution and delivery by the City of certain documents related to its issuance of the Bonds; (ii) the Fourth Supplemental Indenture, dated as of June 1, 2023, between the City and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to BNY Western Trust Company), as trustee (the “Supplemental Indenture”), (iii) the Bond Purchase Contract, dated _________, 2023, between Raymond James & Associates, Inc., as underwriter (the “Underwriter”) and the City (the “Purchase Contract”), (iv) the Escrow Agreement, dated as of June 1, 2023, by and between the City and The Bank of New York Mellon Trust Company, N.A., as escrow bank (the “Escrow Agreement”), relating to the defeasance of the City’s Airport Revenue Bonds, Series 2013A (Non-AMT), and the City’s Airport Revenue Bonds, Series 2013B (AMT), (v) the Continuing Disclosure Certificate of the City, dated as of the date hereof (the “Continuing Disclosure Certificate”); and (vi) the Preliminary Official Statement, dated _________, 2023, and such changes and amendments thereto as of the date of this letter (the “Official Statement”). The Supplemental Indenture, the Bond Purchase Contract, the Escrow Agreement and the Continuing Disclosure Certificate are collectively referred to herein as the “City Documents.” Any capitalized term used herein and not otherwise defined shall have the meaning given to such terms in the Official Statement. Based on the foregoing, we are of the opinion that: 1. The City is a charter city and municipal corporation duly organized and validly existing under the Constitution of the State of California. 2. The Resolution has been duly adopted by the Council and is in full force and effect Exhibit C Page 2 and has not been modified, amended or rescinded. 3. The City has the full legal right, power, and authority to execute, deliver, and perform its obligations and duties under the City Documents. The City has complied with the provisions of applicable law in all matters relating to the transactions contemplated by the City Documents. 4. The City Documents have each been duly authorized, executed and delivered by the City, and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding agreements of the City enforceable against the City in accordance with their respective terms, subject in each case to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally, to the application of equitable principles if equitable remedies are sought, the exercise of judicial discretion in appropriate cases, and the limitations on legal remedies against charter cities in the State of California (“State”). 5. No approval, consent or authorization of any governmental or public agency, authority or person is required for the City to execute and deliver the City Documents, or to perform its obligations under the City Documents, except such as have been obtained, and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Bonds by the Underwriter. 6. The execution and delivery of the City Documents by the City, and compliance with the provisions thereof will not in any material respect conflict with or constitute a breach of or default under any agreement or other instrument to which the City is a party or by which it is bound, or breach any existing law, ruling, regulation, ordinance, judgment, order or decree to which the City is subject, which breach or default may have a material adverse effect on the ability of the City to perform its obligations under the City Documents. 7. To the best of our knowledge, except as otherwise disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, or before any court, public board, or body, pending or threatened, against the City, which challenges the creation, organization or existence of the City, or the validity of the City Documents, or the validity of the proceedings taken by the City in authorizing the issuance, execution and delivery of the Bonds, or the execution and delivery of the City Agreements, or that challenges the authority of the City to perform its obligations under the City Documents, or seeking to restrain or enjoin any of the transactions referred to in or contemplated by the City Documents, or under which a determination adverse to the City would materially adversely affect its financial condition. Our office offers no opinion as to the content of the Bonds, the Official Statement, the Preliminary Official Statement, or any other disclosure in connection with the Bonds. We offer no opinion as to the laws of any jurisdiction other than the State and local laws. This opinion is furnished to you solely for your benefit in connection with the Bonds under the authorizing Resolution and may not be used and relied upon by any other person or entity. Very truly yours, DRAFT 4/11/2023 4130-4183-5584.4 FOURTH SUPPLEMENTAL INDENTURE between the CITY OF FRESNO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of May 1, 2023 $__________ CITY OF FRESNO AIRPORT REVENUE BONDS SERIES 2023A (AMT) AND $____________ CITY OF FRESNO AIRPORT REVENUE REFUNDING BONDS SERIES 2023B (NON-AMT) (Supplemental to the Indenture dated as of June 15, 2000) TABLE OF CONTENTS Page -i- 4130-4183-5584.4 ARTICLE XXII ISSUANCE AND TERMS OF 2023 BONDS .............................. 2 Section 22.01. Additional Definitions ............................................................. 2 Section 22.02. Authorization and Purpose of 2023 Bonds .............................. 5 Section 22.03. Terms of the 2023 Bonds ......................................................... 5 Section 22.04. Form of 2023 Bonds ................................................................ 8 Section 22.05. Execution and Authentication of 2023 Bonds ......................... 9 Section 22.06. Procedure for the Issuance of 2023 Bonds; Creation of Accounts and Funds ................................................................. 9 Section 22.07. Validity of 2023 Bonds .......................................................... 11 Section 22.08. Special Covenants as to Book-Entry Only System for 2023 Bonds ............................................................................ 11 Section 22.09. Continuing Disclosure ........................................................... 11 Section 22.10. Terms of 2023 Bonds Subject to the Indenture ..................... 12 ARTICLE XXIII SUPPLEMENTAL PROVISIONS .............................................. 12 Section 23.01. Supplemental.......................................................................... 12 ARTICLE XXIV MISCELLANEOUS PROVISIONS ............................................ 14 Section 24.01. Effective Date of Fourth Supplemental Indenture ................. 14 Section 24.02. Execution in Counterparts...................................................... 14 ARTICLE XXV BOND INSURANCE PROVISIONS .......................................... 14 EXHIBIT A FORM OF 2023 BOND ................................................................................ 1 4130-4183-5584.4 THIS FOURTH SUPPLEMENTAL INDENTURE made and entered into as of May 1, 2023 (this “Fourth Supplemental Indenture”) by and between THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the “Trustee”) and the CITY OF FRESNO, a municipal corporation and charter city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”); W I T N E S S E T H: WHEREAS, this Fourth Supplemental Indenture is supplemental to the Indenture of Trust, dated as of June 15, 2000 (as supplemented and amended from time to time pursuant to its terms, including as supplemented and amended by this Fourth Supplemental Indenture, the “Indenture”), between the Trustee and the City pursuant to which $10,815,000 aggregate principal amount of Airport Revenue Bonds, Series 2000A (Non-AMT) (the “Series 2000A Bonds”) and $32,230,000 aggregate principal amount of Airport Revenue Bonds, Series 2000B (AMT) (the “Series 2000B Bonds” and together with the Series 2000A Bonds, the “2000 Bonds”) were issued; WHEREAS, the Indenture provides certain terms and conditions under which the City may issue Additional Bonds (as defined in the Indenture) on a parity with the 2000 Bonds; WHEREAS, the City issued $22,000,000 aggregate principal amount of Airport Revenue Bonds, Taxable Series 2007 (the “2007 Bonds”) pursuant to the First Supplemental Indenture, dated as of May 1, 2007, between the Trustee and the City; WHEREAS, the City issued $10,810,000 aggregate principal amount of Airport Revenue Refunding Bonds, Series 2013A (Non-AMT) (the “Series 2013A Bonds”) and $22,810,000 aggregate principal amount of Airport Revenue Refunding Bonds, Series 2013B (AMT) (the “Series 2013B Bonds” and together with the Series 2013A Bonds, the “2013 Bonds”) pursuant to the Second Supplemental Indenture, dated as of July 1, 2013, between the Trustee and the City; WHEREAS, the City issued $35,000,000 aggregate principal amount of Airport Revenue Bonds, Series 2019 (the “2019 Bonds”) pursuant to the Third Supplemental Indenture, dated as of May 1, 2019, between the Trustee and the City; WHEREAS, the City authorized the issuance of its Airport Revenue Bonds, Series 2023A (AMT) (the “Series 2023A Bonds”) in an aggregate principal amount of $ ______ and its Airport Revenue Refunding Bonds, Series 2023B (Non- AMT), in an aggregate principal amount of $_______ (the “Series 2023B Bonds” and together with the Series 2023A Bonds, the “2023 Bonds”) to finance and refinance certain improvements at the Fresno Yosemite International Airport pursuant to Resolution No. _____; WHEREAS, in order to provide for the authentication and delivery of the 2023 Bonds, to establish and declare the terms and conditions upon which the 2023 2 4130-4183-5584.4 Bonds are to be issued and to secure the payment of the principal thereof, premium, if any, and interest thereon, the City has authorized the execution and delivery of this Fourth Supplemental Indenture, the proposed form of which Council approved by Resolution No. ____; WHEREAS, all acts and proceedings required by law necessary to make the 2023 Bonds, when executed by the City and authenticated and delivered by the Trustee, the valid, binding and legal obligations of the City payable in accordance with their terms, and to constitute this Fourth Supplemental Indenture a valid and binding agreement of the parties hereto for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Fourth Supplemental Indenture have been in all respects duly authorized; NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH, that in order to secure the payment of the principal of, premium, if any, and the interest on all Bonds at any time issued and outstanding under the Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the 2023 Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants therein and herein contained and of the purchase and acceptance of the 2023 Bonds by the Owners thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the City does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the Bonds, as follows: ARTICLE XXII ISSUANCE AND TERMS OF 2023 BONDS Section 22.01. Additional Definitions. Capitalized terms used in the Fourth Supplemental Indenture shall have the meanings set forth in the Indenture unless otherwise defined herein. Unless the context otherwise requires, the terms defined in this section shall for all purposes hereof and, where used in the Indenture, for all purposes of the Indenture, and of any Supplemental Indenture and of any certificate, opinion, request or other document herein or therein mentioned have the meanings herein specified: [Bond Insurer “Bond Insurer” means __________.] Beneficial Owner “Beneficial Owner” has the meaning set forth in Section 22.09 of this Fourth Supplemental Indenture. 3 4130-4183-5584.4 Bonds “Bonds” means the 2007 Bonds,2019 Bonds, 2023 Bonds and all Additional Bonds. Continuing Disclosure Certificate “Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate signed by the City on the date of issuance and delivery of the 2023 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. Debt Service Reserve Requirement “Debt Service Reserve Requirement” means, for the 2023 Bonds, as of any date of calculation by the City with respect to any Series of Bonds, an amount which, when added to the amount of any Financial Guaranties then in effect and delivered pursuant to the Indenture or any Supplemental Indenture then in effect, is equal to the least of (A) ten percent (10%) of the initial offering price of such Series of Bonds (determined in accordance with the Code); (B) Debt Service for the Outstanding Bonds of such Series for the then current or any future Fiscal Year in which such Debt Service is a maximum; or (C) one hundred twenty-five percent (125%) of the average annual Debt Service on such Series of Bonds. In the event a Debt Service Reserve Fund is maintained to secure more than one Series of Bonds, these calculations may be made on a composite basis. In calculating Debt Service for the last Fiscal Year in which the 2023 Bonds are outstanding, for the purposes of calculating the amounts in clauses (B) and (C) above, an amount equal to the amount then on deposit in the 2023 Debt Service Reserve Fund will be deducted from such year’s Debt Service. Escrow Fund “Escrow Fund” means the escrow fund established pursuant to the Escrow Agreement, dated as of May 1, 2023, by and between the City and the Trustee, as escrow agent. Information Services The term “Information Services” means Financial Information, Inc.’s “Daily Called Bond Service,” 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 17302, Attention: Editor; Mergent/FIS, Inc., 5250 - 77 Center Drive, Suite 150, Charlotte, North Carolina 28217, Attention: Bond Call Department; and Kenny S&P, 55 Water Street, 45th Floor, New York, New York 10041, Attention: Notification Department; or, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to called bonds, or such services as the City may designate in writing to the Trustee. 4 4130-4183-5584.4 [Insured Obligations “Insured Obligations” means the Series 2023A Bonds and the Series 2023B Bonds maturing on ________.] Interest Payment Date “Interest Payment Date” means, with respect to the 2023 Bonds, each January 1 and July 1, commencing January 1, 2024. Record Date “Record Date” means, with respect to the 2023 Bonds, the fifteenth (15th) day of the calendar month preceding each Interest Payment Date whether or not such fifteenth (15th) calendar day is a Business Day. Fourth Supplemental Indenture “Fourth Supplemental Indenture” means this Fourth Supplemental Indenture, as it may be amended or supplemented from time to time. 2023 Bonds “2023 Bonds” means the Series 2023A Bonds and the Series 2023B Bonds. Series 2023A Bonds “Series 2023A Bonds” means the City of Fresno Airport Revenue Bonds, Series 2023A (AMT), issued pursuant to this Fourth Supplemental Indenture. Series 2023B Bonds “Series 2023B Bonds” means the City of Fresno Airport Revenue Refunding Bonds, Series 2023B (Non-AMT), issued pursuant to this Fourth Supplemental Indenture. 2023 Costs of Issuance Fund “2023 Costs of Issuance Fund” has the meaning set forth in Section 22.06(a)(i)(3). 2023 Debt Service Reserve Fund “2023 Debt Service Reserve Fund” has the meaning set forth in Section 22.06(a)(2) of this Fourth Supplemental Indenture. 5 4130-4183-5584.4 “2023 PFC-Projected Debt Service “means the debt service, as calculated by the City, for any period in question, on that portion of the 20 23 Bonds used to finance or refinance PFC-approved Project Costs.” Section 22.02. Authorization and Purpose of 2023 Bonds. The City has reviewed all proceedings heretofore taken relative to the authorization of the 2023 Bonds and has found, as a result of such review, that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of the 2023 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and that the City is now duly authorized to issue the 2023 Bonds in the form and manner provided herein for the purpose of providing funds to finance and refinance improvements to the Airport, and that the 2023 Bonds shall be entitled to the benefit, protection and security of the provisions hereof. In addition to the pledge of the Trust Estate, the 2023 Bonds shall be payable from, and secured as to the payment thereof and interest thereon, by a lien on amounts on deposit in the 2023 Debt Service Reserve Fund and the PFC Debt Service Escrow Fund, including the investments of such funds, subject to the application thereof for the purposes and on the terms and conditions set forth in this Indenture, and such amounts and investments shall be used to secure the payment when due of the 2023 Bonds and the interest thereon in accordance with their terms and the provisions of this Indenture. Section 22.03. Terms of the 2023 Bonds. (a) The Series 2023A Bonds shall be Current Interest Bonds, shall be dated their date of original issuance, shall be issued only in fully registered form in Authorized Denominations of five thousand dollars ($5,000) or any integral multiple of five thousand dollars ($5,000) (not exceeding the principal amount of Series 2023A Bonds maturing at any one time), and shall mature in the years and in the principal amounts and bear interest at the rates as set forth in the following schedule, subject to prior redemption as described in Section 22.03(c): Maturity Date (July 1) Principal Amount Interest Rate The Series 2023A Bonds shall bear interest at the rates set forth above, payable on January 1, 2024] and semiannually thereafter on January 1 and July 1 in each year. The Series 2023A Bonds shall bear interest from the Interest Payment Date next preceding the date of registration thereof excepting when: (a) such date of registration is after a Record Date and on or before an Interest Payment Date, then the Series 2023A Bond shall bear interest from such Interest Payment Date, or (b) such date of registration is before January 1, 2024, then the Series 2023A Bond shall bear interest from its dated date, or (c) at the time of registration of any Series 2023A Bond interest is then in default on the Outstanding Bonds, such Series 2023A Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment 6 4130-4183-5584.4 on the Outstanding Series 2023A Bonds. Payment of interest on the Series 2023A Bonds due on or before the maturity or prior redemption thereof shall be made to the person whose name appears in the Series 2023A Bonds registration books kept by the Trustee pursuant to Section 4.5 as the registered owner thereof as of the close of business on the Record Date immediately preceding an Interest Payment Date. Such interest shall be paid by check mailed on the Interest Payment Date by first class mail to such registered owner at the address as it appears in such books except that in the case of an Owner of one million dollars ($1,000,000) or greater in aggregate principal amount of Outstanding Series 2023A Bonds. Such an Owner’s payment shall, at such Owner’s written request, provided before the fifteenth (15th) day of the month preceding such Interest Payment Date, be made by wire transfer of immediately available funds in accordance with the Owner’s written instructions. Any such written request shall remain in effect until rescinded in writing by the Owner. Payment of the principal of the Series 2023A Bonds shall be made upon the surrender thereof at maturity or on redemption prior to maturity at the principal office of the Trustee in Los Angeles, California, or such other place as designated by the Trustee. (b) The Series 2023B Bonds shall be Current Interest Bonds, shall be dated their date of original issuance, shall be issued only in fully registered form in Authorized Denominations of five thousand dollars ($5,000) or any integral multiple of five thousand dollars ($5,000) (not exceeding the principal amount of Series 2023B Bonds maturing at any one time), and shall mature in the years and in the principal amounts and bear interest at the rates as set forth in the following schedule, subject to prior redemption as described in Section 22.03(c): Maturity Date (July 1) Principal Amount Interest Rate The Series 2023B Bonds shall bear interest at the rates set forth above, payable on January 1, 2024, and semiannually thereafter on January 1 and July 1 in each year. The Series 2023B Bonds shall bear interest from the Interest Payment Date next preceding the date of registration thereof excepting when: (a) such date of registration is after a Record Date and on or before an Interest Payment Date, then the Series 2023B Bond shall bear interest from such Interest Payment Date, or (b) such date of registration is before January 1, 2024, then the Series 2023B Bond shall bear interest from its dated date, or (c) at the time of registration of any Series 2023B Bond interest is then in default on the Outstanding Bonds, such Series 2023B Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment 7 4130-4183-5584.4 on the Outstanding Series 2023B Bonds. Payment of interest on the Series 2023B Bonds due on or before the maturity or prior redemption thereof shall be made to the person whose name appears in the Series 2023B Bonds registration books kept by the Trustee pursuant to Section 4.5 as the registered owner thereof as of the close of business on the Record Date immediately preceding an Interest Payment Date. Such interest shall be paid by check mailed on the Interest Payment Date by first class mail to such registered owner at the address as it appears in such books except that in the case of an Owner of one million dollars ($1,000,000) or greater in aggregate principal amount of Outstanding Series 2023B Bonds. Such an Owner’s payment shall, at such Owner’s written request, provided before the fifteenth (15th) day of the month preceding such Interest Payment Date, be made by wire transfer of immediately available funds in accordance with the Owner’s written instructions. Any such written request shall remain in effect until rescinded in writing by the Owner. Payment of the principal of the Series 2023B Bonds shall be made upon the surrender thereof at maturity or on redemption prior to maturity at the principal office of the Trustee in Los Angeles, California, or such other place as designated by the Trustee. (c) Optional Redemption of 2023 Bonds. The 2023 Bonds maturing on or after July 1, ____ are also subject to redemption prior to their respective stated maturities at the written direction of the City (delivered to the Trustee no later than 60 days prior to the redemption date and including the information required to be provided pursuant to any notice of redemption to be delivered by the Trustee pursuant to Section 22.03(e) below), from any moneys deposited by the City, as a whole or in part on any date (in such maturities as are designated in writing by the City to the Trustee) on or after July 1, ____, at the redemption price of 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption. If less than all Outstanding 2023 Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the 2023 Bonds of such maturity date to be redeemed by lot and shall promptly notify the City in writing of the numbers of the 2023 Bonds so selected for redemption. For purposes of such selection, 2023 Bonds shall be deemed to be composed of $5,000 multiples of principal, and any such multiple may be separately redeemed. (d) Mandatory Sinking Fund Redemption. The 2023A Bonds maturing on July 1, ____, respectively, upon notice as hereinafter provided, shall also be subject to mandatory sinking fund redemption prior to maturity, in part on July 1 of each year on and after July 1, ____, respectively, by lot in accordance with the procedures of DTC, if applicable, from and in the amount of the Mandatory Sinking Account Payments set forth below at a redemption price equal to the sum of the principal amount thereof plus accrued interest thereon to the redemption date, without premium. (i) The Trustee shall establish and maintain within the Principal Account a separate account for the Series 2023A Term Bonds designated as the 2023A Term Bonds Sinking Account. Subject to the terms and conditions set forth in this Section and Section 5.1, the Series 2023A Term Bonds maturing on July 1, ____ shall be redeemed (or paid at maturity, as the case may be) by application of Mandatory Sinking 8 4130-4183-5584.4 Account Payments in the amounts and upon the dates hereby established for the 2023 Term Bonds Sinking Account, as follows: ____ Term Bonds 2023A Sinking Account Payments Date (July 1) Principal Amount _______________ † Maturity. (e) Redemption Procedures. In the event of redemption pursuant to this Section 22.03(c), the City shall provide the Trustee with a revised sinking find schedule giving effect to the optional redemption so completed. Notice of redemption shall be mailed by first-class mail by the Trustee, not less than thirty (30) nor more than sixty (60) days prior to the redemption date to (i) the respective Owners of the 2023 Bonds designated for redemption at their addresses appearing on the registration books of the Trustee, (ii) the Municipal Securities Rulemaking Board, (iii) the Securities Depositories and (iv) one or more Information Services. [Mandatory Sinking Fund Redemption shall not require that a notice of redemption be delivered to the Owners of the 2023 Bond or any of the other aforementioned parties.] Notice of redemption to the Securities Depositories and the Information Services shall be given by regist ered mail, electronic mail or overnight delivery or facsimile transmission. Each notice of redemption shall state the date of such notice, the redemption price, if any, (including the name and appropriate address of the Trustee), the CUSIP number (if any) of the maturity or maturities, and, if less than all of any such maturity is to be redeemed, the distinctive certificate numbers of the 2023 Bonds of such maturity to be redeemed and, in the case of 2023 Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on said date there will become due and payable on each of said 2023 Bonds the redemption price, if any, thereof and in the case of a 2023 Bond to be redeemed in part only, the specified portion of the principal amount thereof to be redeemed, together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such 2023 Bonds be then surrendered at the address of the Trustee specified in the redemption notice. Failure to receive such notice or any defect therein shall not invalidate any of the proceedings taken in connection with such redemption. The City may, at its option, prior to the date fixed for redemption in any notice of redemption, rescind and cancel such notice of redemption. Section 22.04. Form of 2023 Bonds. The 2023 Bonds and the authentication and registration endorsement and assignment to appear thereon shall be substantially in the forms set forth in Exhibit A attached hereto and by this reference incorporated herein. 9 4130-4183-5584.4 Section 22.05. Execution and Authentication of 2023 Bonds. The 2023 Bonds shall be executed and authenticated as set forth in Section 4.3 of the Indenture. Section 22.06. Procedure for the Issuance of 2023 Bonds; Creation of Accounts and Funds. (a) Issuance and Deposits. At any time after the sale of the 2023 Bonds, the City shall execute the 2023 Bonds for issuance hereunder and shall deliver the 2023 Bonds to the Trustee with a written order to the Trustee to authenticate the 2023 Bonds, and thereupon the Trustee shall authenticate the 2023 Bonds and the 2023 Bonds shall be delivered by the Trustee to the purchaser thereof upon receipt of the full purchase price therefor. (i) Upon receipt of the full purchase price of the Series 2023A Bonds from the purchaser thereof, the Trustee shall set aside and deposit the proceeds received from such sale in the following respective Accounts or Funds, in the following order of priority: (1) The Trustee shall set aside and deposit the proceeds received from such sale in a separate Account in the Construction Fund, which Account is hereby established and shall be known as the “2023A Project Account”, the sum of $_____. All money in the 2023A Project Account shall be used for the purpose of paying Costs of the 2023 Project. Amounts shall be withdrawn from the 2023A Project Account in the Construction Fund pursuant to Section 6.3 (2) There shall be deposited in a separate Fund, which Fund is hereby established and shall be known as the “2023 Debt Service Reserve Fund,” the sum of $______, such amount being equal to the Debt Service Reserve Requirement attributable to the Series 2023A Bonds. (3) There is hereby established a separate Fund, the “2023 Costs of Issuance Fund”, and there shall be deposited in such Fund the sum of $_______. All money in the 2023 Costs of Issuance Fund shall be used for the purpose of paying the Costs of Issuance of the 2023 Bonds upon written request of the City. (4) There shall be deposited in the Escrow Fund the sum of __. (ii) Upon receipt of the full purchase price for the Series 2023B Bonds from the purchaser thereof, the Trustee shall set aside and deposit the proceeds received from such sale in the following respective Accounts or Funds, in the following order of priority: (1) There shall be deposited in the 2023 Debt Service Reserve Fund, the sum of $_______, such amount being equal to the Debt Service Reserve Requirement attributable to the Series 2023B Bonds. (2) There shall be deposited in the 2023 Costs of Issuance Fund the sum of $________. All money in the 2023 Costs of Issuance Fund shall 10 4130-4183-5584.4 be used for the purpose of paying the Costs of Issuance of the 2023 Bonds upon written request of the City. On _________, 2023, or upon the earlier written request of the City, any remaining balance in the 2023 Costs of Issuance Fund shall be transferred to the 2023 Debt Service Account within the Debt Service Fund, which Account is hereby established, and the 2023 Costs of Issuance Fund shall be closed. (3) There shall be deposited in the Escrow Fund the sum of $________. (b) 2023 Debt Service Reserve Fund. (i) If on the Business Day immediately preceding an Interest Payment Date for the 2023 Bonds, or any other date on which the Principal Amount or Redemption Price of, or interest on, the 2023 Bonds is due, the amount in the Debt Service Fund available for such payment is less than the Principal Amount or Redemption Price of, or interest on, the 2023 Bonds due on such date, after applying any available amounts transferred from the Surplus Fund as provided in Section 6.12, from the Operating Reserve Fund as provided in Section 6.9, and from the Renewal and Replacement Fund as provided in Section 6.11, the Trustee shall apply amounts from the 2023 Debt Service Reserve Fund to the extent necessary to make good the deficiency. (ii) Except as provided in Section 22.06 (b)(iv), if on the last Business Day of any month the amount on deposit in the 2023 Debt Service Reserve Fund shall exceed the applicable Debt Service Reserve Requirement for the 2023 Bonds, such excess will be applied to the reimbursement of each drawing on a Financial Guaranty credited to such Fund (to the extent not reimbursed upon the reinstatement of such Financial Guaranty pursuant to clause (v) below) and to the payment of interest or other amounts due with respect to any Financial Guaranty credited to such Fund, and any remaining moneys will be deposited in the Debt Service Fund. (iii) Whenever the amount in the 2023 Debt Service Reserve Fund (excluding Financial Guaranties) together with the amount available therefor in the Debt Service Fund, is sufficient to pay in full all Outstanding 2023 Bonds in accordance with their terms (including Principal Amount or applicable sinking fund Redemption Price and interest thereon), the funds on deposit in the 2023 Debt Service Reserve Fund shall be transferred to the Debt Service Fund and applied to the payment of the Outstanding 2023 Bonds (including Principal Amount or applicable sinking fund Redemption Price and interest thereon). (iv) In the event of the refunding, purchase or redemption of one or more 2023 Bonds (or portions thereof), the Trustee shall, upon the written direction of an Authorized Representative, withdraw from the 2023 Debt Service Reserve Fund any or all of the amounts on deposit therein (excluding Financial Guaranties) and deposit such amounts with itself as Trustee to be held for the payment of the Principal Amount or Redemption Price, if any, of, and interest on, the 2023 Bonds (or portions thereof) being refunded, purchased or redeemed; provided that such withdrawal shall not be made 11 4130-4183-5584.4 unless (a) immediately thereafter the 2023 Bonds (or portions thereof) being refunded, purchased or redeemed shall be paid or deemed to have been paid pursuant to Section 12.1 of the Indenture, and (b) the amount remaining in the 2023 Debt Service Reserve Fund after such withdrawal, taking into account any deposits to be made in the 2023 Debt Service Reserve Fund in connection with such refunding, purchase or redemption shall not be less than the Debt Service Reserve Requirement for the 2023 Bonds upon such refunding, purchase or redemption. (v) In lieu of funding the 2023 Debt Service Reserve Fund with cash or Investment Securities, the City may cause to be deposited in the 2023 Debt Service Reserve Fund a Financial Guaranty or Financial Guaranties in an amount equal to the difference between the applicable Debt Service Reserve Requirement and the sums, if any, then on deposit in the 2023 Debt Service Reserve Fund or being deposited in the 2023 Debt Service Reserve Fund concurrently with such Financial Guaranty or Guaranties. No deposit of a Financial Guaranty shall be made in the 2023 Debt Service Reserve Fund pursuant to this Section unless the Trustee shall have received prior to such deposit (a) an opinion of counsel to the effect that such Financial Guaranty has been duly authorized, executed and delivered by the issuer thereof and is valid, binding and enforceable in accordance with its terms, (b) [the prior written consent of the 2023 Bond Insurer], and (c) in the event such issuer is not a domestic entity, an opinion of foreign counsel in form and substance satisfactory to the City that such Financial Guaranty has been duly authorized, executed and delivered by the issuer thereof and is valid, binding and enforceable in accordance with its terms under the applicable foreign law. In computing the amount on deposit in the 2023 Debt Service Reserve Fund, a Financial Guaranty shall be valued at the amount available to be drawn or payable thereunder on the date of computation. Section 22.07. Validity of 2023 Bonds. The validity of the issuance of the 2023 Bonds shall not be dependent on or affected in any way by the proceedings taken by the City for the financing of the 2023 Project or by any contracts made by the City or its agents in connection therewith. The recital contained in the 2023 Bonds that the same are issued pursuant to the Law and pursuant hereto shall be conclusive evidence of their validity and of the regularity of their issuance, and all 2023 Bonds shall be incontestable from and after their issuance. The 2023 Bonds shall be deemed to be issued, within the meaning hereof, whenever the definitive 2023 Bonds (or any temporary 2023 Bonds exchangeable therefor) shall have been delivered to the purchaser thereof and the proceeds of sale thereof received. Section 22.08. Special Covenants as to Book-Entry Only System for 2023 Bonds. All of the 2023 Bonds initially issued shall be registered, issued and paid in accordance with the Book-Entry Only System set forth in Section 3.9 of the Indenture. Section 22.09. Continuing Disclosure. The City hereby covenants that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of 12 4130-4183-5584.4 Default; however, the Trustee may (and, at the request of any Participating Underwriter (as defined in the Continuing Disclosure Certificate) or the Owners of at least 25% aggregate principal amount of Outstanding Bonds, after indemnification to its satisfaction, shall) or any Owner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Section. For purposes of this Section, “Beneficial Owner” means any person which has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). Section 22.10. Terms of 2023 Bonds Subject to the Indenture. Except as expressly provided in this Fourth Supplemental Indenture, every term and condition contained in the Indenture shall apply to this Fourth Supplemental Indenture and to the 2023 Bonds with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Fourth Supplemental Indenture. This Fourth Supplemental Indenture and all the terms and provisions herein contained shall form part of the Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the Indenture. The Indenture is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented hereby. ARTICLE XXIII SUPPLEMENTAL PROVISIONS Section 23.01. Supplemental Provisions. The following supplemental provisions are hereby added to the Indenture: (a) Section 6.16 is supplemented to add the following provision: “ 4. On or before the fifth day next preceding each Interest Payment Date, the Trustee shall transfer from the PFC Debt Service Escrow Fund to the 2023 Debt Service Account of the Debt Service Fund an amount equal to the 2023 PFC Projected Debt Service due on such Interest Payment Date and to the 2023 Debt Service Reserve Fund any deficiency allocable to PFC-eligible Debt Service, such amount to be determined and communicated in writing by the City to the Trustee at least 10 days next preceding such Interest Payment Date. If the PFC Revenues on deposit are less than such required deposits, the transfers shall be made in the order indicated so as to exhaust such PFC Revenues.” (b) Section 7.3(1) is hereby supplemented to add the following provision: The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries, and may 13 4130-4183-5584.4 charge its ordinary and customary fees for such trades, including account maintenance fees. (c) Section 10.03(2) is hereby supplemented to add the following provisions: The delivery of reports and other documents and information to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. (d) Article XIII of the Indenture is hereby supplemented by adding the following: 12.13 Electronic Means. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using the following communications methods: e mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder (collectively, “Electronic Means”); provided, however, that the City shall provide to the Trustee an incumbency certificate listing Authorized Representatives of the City with the authority to provide such Instructions and containing specimen signatures of such Authorized Representatives of the City, which incumbency certificate shall be amended by the City whenever a person is to be added or deleted from the listing. If the City elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The City understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Representative of the City listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Representative of the City. The City shall be responsible for ensuring that only authorized persons transmit such Instructions to the Trustee and the City is solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt thereof. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions, notwithstanding the fact that such directions conflict or are inconsistent with a subsequent written instruction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third 14 4130-4183-5584.4 parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. 12.14 OFAC. The City covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the United States Government (including the Office of Foreign Assets Control of the United States Department of the Treasury, the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “Sanctions”). The City covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will use any payments made pursuant: (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions; (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions; or (iii) in any other manner that will result in a violation of Sanctions by any person. ARTICLE XXIV MISCELLANEOUS PROVISIONS Section 24.01. Effective Date of Fourth Supplemental Indenture. This Fourth Supplemental Indenture shall take effect upon its execution and delivery and the issuance of the 2023 Bonds. Section 24.02. Execution in Counterparts. This Fourth Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. ARTICLE XXV BOND INSURANCE PROVISIONS [To be added if Bond Insurance is purchased] 15 4130-4183-5584.4 IN WITNESS WHEREOF, the CITY OF FRESNO has caused this Fourth Supplemental Indenture to be signed in its name by its Controller and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., to evidence its acceptance of the trusts created hereunder, has caused this Fourth Supplemental Indenture to be signed by one of the officers thereunder duly authorized, all as of the day and year first above written. CITY OF FRESNO By_________________________________ Controller THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: ________________________________ Authorized Officer 1 4130-4183-5584.4 EXHIBIT A FORM OF 2023 BOND REGISTERED NO. $___________ CITY OF FRESNO AIRPORT REVENUE BOND SERIES 2023A (AMT) SERIES 2023B (NON-AMT) INTEREST RATE MATURITY DATE DATED DATE CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: THE CITY OF FRESNO (herein called the “City”), a charter city and municipal corporation organized and existing under the Constitution and the laws of the State of California, acknowledges itself indebted to, and for value received hereby promises to pay to, the Owner specified above, or registered assigns, on the Maturity Date stated above, unless sooner paid as provided in the Indenture mentioned below, but solely from the funds pledged or otherwise made available therefor, upon presentation and surrender of this bond at the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A., in Los Angeles, California or at such other place as the Trustee may designate, or any other Paying Agent appointed pursuant to the Indenture mentioned below, the Principal Amount specified above in lawful money of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay interest on such Principal Amount, by check of the Trustee hereafter mentioned mailed to such Owner at his address as shown on the Bond Register, [or in the case of an Owner of one million dollars ($1,000,000) or greater in aggregate principal amount of this bond, such Owner’s payment shall, at such Owner’s written request be made by wire transfer of immediately available funds in accordance with the Owner’s written instructions,] at the interest rate per annum (calculated on the basis of a 360-day year of twelve thirty-day months) stated above, payable on January 1 and July 1 of each year, commencing January 1, 2024 (each an “Interest Payment Date”), until the City’s obligation with respect to the payment of such Principal Amount shall be discharged. Such interest shall be payable from the most recent Interest Payment Date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is an Interest Payment Date, in which case from the date 2 4130-4183-5584.4 of authentication hereof, or unless the date of authentication hereof is on or prior to December 15, 2023, in which case from the Dated Date specified above, or unless the date of authentication hereof is after a Record Date (as defined below) and before the next succeeding Interest Payment Date, in which case from such Interest Payment Date. The interest so payable on any Interest Payment Date shall be paid to the person in whose name this bond is registered at the close of business on the fifteenth day of the calendar month preceding each Interest Payment Date (the “Record Date”). This bond is one of a duly authorized issue of bonds of the City designated as its “Airport Revenue Bonds” (the “Bonds”) and of a series of Bonds designated as its Airport Revenue Bonds, Series 2023 (the “2023 Bonds”), consisting of Airport Revenue Bonds, Series 2023A (AMT) issued in the aggregate Principal Amount of $______ and Airport Revenue Refunding Bonds, Series 2023B (Non-AMT) issued in the aggregate Principal Amount of $_______ pursuant to the Indenture of Trust, dated as of June 15, 2000, as heretofore supplemented and amended and as further supplemented and amended by a Fourth Supplemental Indenture, dated as of ____ 1, 2023, by and between the City and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”) (said Indenture of Trust, as supplemented and amended, is herein called the “Indenture”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Indenture. The 2023 Bonds have been issued under and pursuant to the Bond Law to finance or refinance a portion of the costs of certain capital improvements at Fresno Yosemite International Airport and to pay costs of issuance. Copies of the Indenture are on file at the office of the City and at the principal corporate trust office of the Trustee, and reference is hereby made to the Indenture for a description of the provisions, among others, with respect to the nature and extent of the trust estate securing the Bonds (the “Trust Estate”) and other amounts made available therefor pursuant to the Indenture, the rights, duties and obligations of the City and the Trustee under the Indenture, the terms and conditions upon which the Bonds are or may be issued and secured under the Indenture, the rights and remedies of the Owners of the Bonds, and the limitations on such rights and remedies. By purchase and acceptance of this bond, the Owner hereof signifies its assent to all of the provisions of the Indenture. This bond is a limited obligation of the City. The Principal Amount and Redemption Price of, and interest on, this bond are payable solely from the Trust Estate and the other moneys provided for such purpose pursuant to the Indenture and do not constitute a charge against the general credit of the City. This bond is not secured by a legal or equitable pledge of, or charge or lien upon, any property of the City or any of i ts income or receipts except the Trust Estate and other moneys provided for such purpose pursuant to the Indenture. No tax or other source of funds, other than the Trust Estate and the other moneys provided therefor pursuant to the Indenture, is pledged to the payment of the Principal Amount or Redemption Price of, or interest on, this bond nor is the City in any manner obligated to make any appropriation for its payment except from Revenues and the other moneys provided therefor pursuant to the Indenture. Neither the payment of the Principal Amount or Redemption Price of, or interest on, this bond 3 4130-4183-5584.4 constitutes a debt, liability or obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which it has levied or pledged any form of taxation. Neither the City Council of the City nor any officer or employee of the City shall be individually liable on this bond, or the interest thereon, or in respect of any undertakings by the City under the Indenture. As provided in the Indenture, Bonds of the City may be issued thereunder from time to time pursuant to supplemental indentures in one or more Series, in various principal amounts, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. The aggregate Principal Amount of Bonds which may be issued under the Indenture is not limited except as provided in the Indenture, and all Bonds issued and to be issued under the Indenture are and shall be equally and ratably secured by the pledge and assignment of the Trust Estate and by covenants made therein, except as otherwise expressly provided or permitted in the Indenture. The 2023 Bonds are subject to redemption prior to maturity upon the conditions, at the times, at the redemption prices and subject to notice as set forth in the Indenture. The 2023 Bonds are issuable in the form of registered bonds without coupons in the denominations of $5,000 or any integral multiple thereof. This bond is transferable, as provided in the Indenture, only upon the Bond Register kept for that purpose at the principal corporate trust office of the Trustee, as Bond Registrar, upon surrender of this bond, together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the Owner or his duly authorized attorney, whereupon a new registered 2023 Bond or Bonds, of the same aggregate Maturity Amount, terms and maturity, shall be issued to the transferee in exchange therefor as provided in the Indenture, upon payment of any tax, fee or other governmental charge as therein prescribed. Upon surrender hereof at the principal corporate office of the Trustee, as Bond Registrar, together with a written instrument of exchange satisfactory to the Bond Registrar and duly executed by the Owner of this bond or his attorney duly authorized in writing and the payment of such charges as are therein provided by the Indenture, this bond may be exchanged for an equal aggregate Maturity Amount of 2023 Bonds of the same terms and maturity of any other authorized denominations. The Trustee shall not be required to transfer or exchange any 2023 Bond during the period established by the Trustee for selection of 2023 Bonds for redemption or purchase or as to any 2023 Bond selected for redemption or purchase. The City, the Trustee and any Paying Agent for this bond may deem and treat the person in whose name this bond is registered upon the Bond Register as the absolute owner hereof for the purpose of receiving payment of, or on account of, the Principal Amount or Redemption Price hereof and interest due hereon and for all other purposes. To the extent and in the manner permitted by the terms of the Indenture, the provisions of the Indenture, or any indenture amendatory thereof or supplemental thereto, may be modified or amended by the City with the written consent of the Owners of at least a majority in aggregate Principal Amount of the Bonds then Outstanding, and, 4 4130-4183-5584.4 in case less than all of the Series of Bonds Outstanding would be affected thereby, with such consent of the Owners of at least a majority in aggregate Principal Amount of the affected Bonds then Outstanding; provided, however, that if such modification or amendment shall, by its terms, not take effect so long as any Bonds of any particular Series and maturity remain Outstanding, the consent of the Owners of such Bonds shall not be required. No such modification or amendment shall (1) extend the fixed maturity of any Bond, or reduce the Principal Amount or Redemption Price thereof, or reduce the amount of any applicable Sinking Fund Installment, or reduce the rate of interest thereon or extend the time of payment of interest thereon, without the consent of the Owner of each Bond so affected; or (2) reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or permit the creation of any other lien on the Trust Estate, or deprive the Owners of the Bonds of the lien of the pledge made on the Trust Estate and the commitment of other amounts pursuant to the Indenture (except as expressly provided in the Indenture), in each such case without the consent of the Owners of all Bonds then Outstanding. The Indenture may also be modified or amended without the consent of the Owners of any Bonds: (i) to provide for the issuance of additional Series of Bonds in accordance with the provisions of the Indenture; and (ii) in any other respect, so long as such modification or amendment shall not materially, adversely affect the interests of the Owners of the Bonds. It is hereby certified and recited that all conditions, acts and things required by law and the Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this bond, exist, have happened and have been performed in due time, form and manner, and that the 2023 Bonds, together with all other indebtedness of the City, comply in all respects with the Charter, the Bond Law and applicable laws of the State of California. This bond shall not be entitled to any benefit under the Indenture or be valid or become obligatory for any purpose until this bond shall have been authenticated by the execution by the Trustee of the Trustee’s Certificate of Authentication hereon. 5 4130-4183-5584.4 IN WITNESS WHEREOF, the CITY OF FRESNO has caused this bond to be signed in its name and on its behalf by the manual or facsimile signature of its Mayor and its seal (or a facsimile thereof) to be hereunto affixed, imprinted, engraved or otherwise reproduced and attested by the manual or facsimile signature of its City Clerk, as of the Dated Date specified above. ATTEST: __________________________ City Clerk CITY OF FRESNO By: _______________________________ Mayor 6 4130-4183-5584.4 TRUSTEE’S CERTIFICATE OF AUTHENTICATION This bond is one of the 2023 Bonds delivered pursuant to the within mentioned Indenture of Trust. Dated: _______________, 2023 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. By: ________________________________ AUTHORIZED SIGNATORY Unless this Bond is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. 7 4130-4183-5584.4 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and unto ________________________________________________________________________ (Please Print or Typewrite Name and Address of Transferee) the within bond and hereby irrevocably constitutes and appoints ________________________________________________________________________ attorney to register the transfer of the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ___________________ Tax Identification Number: _______________________ ______________________________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: _____________________________________________________ Signature guarantee shall be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-613 Agenda Date:4/27/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:JENNIFER CLARK, Director Planning and Development Department PHIL SKEI, Assistant Director Planning and Development Department BY:BRANDON SISK, Senior Management Analyst Housing and Community Development Division SUBJECT Actions pertaining to the 2023-2024 Annual Action Plan: 1. HEARING to obtain public comments regarding the Draft 2023-2024 Annual Action Plan; and 2. ***RESOLUTION - Adopting the 2023-2024 Annual Action Plan; approving submission to the U.S. Department of Housing and Urban Development (HUD) for application of $6,897,161 Community Development Block Grant (CDBG), $3,578,083 HOME Investment Partnerships (HOME), $601,082 Emergency Solutions Grant (ESG), and $990,192 Housing Opportunities for Persons with AIDS/HIV (HOPWA) program funds; providing for subrecipient agreements; and Authorizing the City Manager to sign all implementing documents required by HUD as approved to form by the City Attorney (Subject to Mayor’s Veto) RECOMMENDATIONS Staff recommends the City Council conduct a public hearing and thereafter adopt the 2023-2024 Annual Action Plan in application to the HUD CPD entitlement grant programs including CDBG, HOME, ESG, and HOPWA; and authorize the City Manager to sign all reasonably required implementing documents, instruments, and funding agreements required by HUD as approved to form by the City Attorney. EXECUTIVE SUMMARY City staff implemented a citizen engagement, planning, and application process beginning in October 2022 to develop the 2023-2024 Annual Action Plan. The plan will be deemed approved 45 days after HUD receives the submission, unless HUD notifies the City before that date that the plans are disapproved. The City will submit the plans as early as feasible following City Council adoption to allow for timely approval at the start of Fiscal Year 2024. BACKGROUND 2023-2024 Annual Action Plan Process In order to qualify for and receive federal grant funding through HUD, the City is required to prepare City of Fresno Printed on 4/21/2023Page 1 of 5 powered by Legistar™ 04-27-2023 MA/TM 7-0 R. 2023-134 File #:ID 23-613 Agenda Date:4/27/2023 Agenda #: In order to qualify for and receive federal grant funding through HUD,the City is required to prepare an Annual Action Plan detailing the projects proposed for funding through CDBG,HOME,ESG,and HOPWA programs,and the benefits to low-and moderate-income persons.The 2023-2024 Annual Action Plan covers the period from July 1,2023,through June 30,2024,and is the fourth year of the five-year Consolidated Plan.HUD requires that the Annual Action Plan be consistent with the City’s five-year Consolidated Plan and incorporate input from the community needs assessment conducted annually in support of each year’s plan. To support these requirements,the City conducted four virtual and five in-person community needs workshops to introduce residents to the goals of the Consolidated Plan and the Annual Action Plan, and to request specific input on projects and activities to be considered for funding.A community needs public hearing was conducted at the December 1,2022,meeting of the City Council. Additionally,a community needs questionnaire was distributed to all organizations who had participated in the development of the Consolidated Plan or Annual Action Plan over the past four years.Spanish,Punjabi,Hmong,and American Sign Language interpretation were provided at all meetings. Following the community needs assessment,staff prepared a Consolidated Notice of Funding Available (NOFA)to request applications from qualifying non-profit organizations,units of local government,and City departments.The activities requested in the NOFA were selected to meet the goals of the five-year Consolidated Plan,and additional consideration was given to applications that addressed specific needs identified during the community needs workshops.Four technical assistance workshops were held to aide non-profits in applying for the NOFA.Staff evaluated the applications to ensure eligibility with the federal funding sources and scored the applications according to the evaluation criteria published with the NOFA.The results were reviewed with an ad hoc committee of the City Council,and the draft funding allocation was presented in the Annual Action Plan for a 30-day public review from March 6,2023,through April 6,2023.Public comments can be found in the 2023-2024 Annual Action Plan Appendix B:Citizen Input and Public Comment.A summary of comments received by the City during the April 27,2023,public hearing will be considered and included in the final 2023-2024 Annual Action Plan submitted to HUD. Citizen Participation A list of meeting,public review,and key notice dates is provided below.An exhaustive list of promotional and outreach activities is provided in the appendices of the 2023-2024 Annual Action Plan. ·October 17,2022 -Notice of upcoming meetings and planning process published in the Fresno Bee,City Clerk website,Housing and Community Development Division (HCDD) website,emailed to a list of 500+persons who have requested to receive updates from HCDD, and posted to social media ·November 16,2022 -Second public notice adjusting the Public Hearing date to December 1, 2022 ·October 17,2022,through November 28,2022 -Workshops and public hearings promoted on social media;through digital flyers distributed to Fresno,Central,and Sanger Unified School District students and parents;on community calendars maintained by KMPH,KFSN,and YourCentralValley;through email to a list of 500+persons who have requested to received updates from HCDD; and door-to-door through flyers in English, Spanish, Punjabi, and Hmong ·October 27,2022,through November 28,2022 -Five in-person community needs workshops City of Fresno Printed on 4/21/2023Page 2 of 5 powered by Legistar™ File #:ID 23-613 Agenda Date:4/27/2023 Agenda #: ·October 27,2022,through November 28,2022 -Five in-person community needs workshops were conducted at Romain Neighborhood Center,Teague Elementary School,Ted C.Wills Neighborhood Center,Mosqueda Neighborhood Center,and Legacy Commons.Four virtual community needs workshops conducted on Zoom ·December 1, 2022 - Community needs public hearing conducted at City Council meeting ·December 19,2022 -NOFA posted to request applications for Homeless &Homelessness Prevention,Community Services,Owner-Occupied Home Repair,Fair Housing Services,and Infrastructure & Facility Improvement activities ·January 10,2023,through January 11,2023 -NOFA technical assistance webinars held; recordings published to HCDD website ·March 6,2023 -Draft 2023-2024 Annual Action Plan published for public review and comment to the website of the City Clerk and HCDD;availability was promoted on social media,by email, and it was distributed to community centers and public libraries ·April 6, 2023 - End of written public comment period ·April 27, 2023 - City Council Annual Action Plan public hearing & consideration ·May 15, 2023 - Annual Action Plan due to HUD ·May 2023 -Target release of Affordable Housing Development and Substantial Rehabilitation NOFA 2023-2024 Entitlement Program Allocation On February 27,2023,HUD announced its annual entitlement award amounts for the City.Below is a comparison to the amounts received for the previous year. Program 2022-2023 2023-2024 Difference CDBG $6,839,072 $6,897,161 $58,089 HOME $3,625,073 $3,578,083 $(46,990) ESG $603,908 $601,082 $(2,826) HOPWA $875,943 $990,192 $114,249 Totals $11,943,996 $12,066,518 $122,522 Entitlement funds primarily address housing and community development needs of low-and moderate-income households,and as such the limited resources are prioritized to meet the greatest need.Activities that are multi-year in nature such as planning activities,infrastructure improvements, and rehabilitation programs that take more than one year to complete may be carried over into the next fiscal year.It is important to note that for timeliness reasons,it is essential that projects utilizing entitlement funds be implemented efficiently and projects that can expend the grant funds within the Program Year are prioritized for funding. The City received 19 applications for funding.Staff reviewed the applications according to the evaluation criteria published with the NOFA.The activities recommended for funding in the 2023- 2024 Annual Action Plan include investments in street and sidewalk improvement projects as well as investments in public services administered by the City and by local non-profit agencies.A summary of the activities to be funded can be found in the attached Annual Action Plan under AP-35,Project Summary. City of Fresno Printed on 4/21/2023Page 3 of 5 powered by Legistar™ File #:ID 23-613 Agenda Date:4/27/2023 Agenda #: The City received nine applications under the Public and Community Services NOFA.Two were from the PARCS Department for its Youth and Senior Recreation Programs,and seven were from non- profits for various projects.The total of eligible requests received was more than the amount available under the Public and Community Services NOFA.The City is proposing to fully fund the PARCS Department Youth and Senior Recreation Programs;Central Valley Justice Coalition’s Youth Advocacy and Mentorship Program for Preventing Human Trafficking Program;Marjaree Mason Center’s Critical Services for Survivors of Domestic Violence;and Chinatown Foundation’s Open for Business Program. The City received five applications under the Homeless and Homelessness Prevention NOFA.One application for HOPWA funding was received from WestCare California for its Living Room program which provides housing assistance and related supportive services for people throughout Fresno County who are living with HIV/AIDS.Two applications were received for ESG Emergency Shelter and Street Outreach which has a statutory cap of 60%of the City’s total ESG grant.The application from Poverello House for its Homeless Outreach Progressive Engagement (HOPE)Team was rated higher than the application received by Marjaree Mason Center for its Emergency Shelter Program. Finally,the City received two proposals for ESG Rapid Rehousing:one from Poverello House and one from WestCare California,Inc which received the highest NOFA score.WestCare California is recommended to receive a nearly full grant award for its Project UNITE program which will provide homelessness prevention services,rapid rehousing assistance,and case management services. Poverello House is also recommended to be awarded for its Rapid Rehousing program to provide direct case management and rental support for people experiencing homelessness. One application was received from Fresno Interdenominational Ministries (FIRM)for Fair Housing services.FIRM will provide Fair Housing outreach and education through workshops,media,and targeted canvassing in low-income Southeast Asian, Spanish, and Arabic-speaking communities. Self-Help Enterprises is recommended for funding for its Housing Rehab program to execute emergency minor and substantial housing rehabilitation to remedy property maintenance,age,health and safety,and housing code issues for homes owned by low-income households.Habitat for Humanity also applied for funding;however,staff is not recommending funding for the project to enable the organization to fully expend previously allocated funds. The City received two applications under Public Infrastructure and City-Owned Facility Improvements from the Department of Public Works (DPW)for street improvement projects.The City is recommending funding both projects. Additionally,staff is recommending to allocate $1 million in CDBG funds for the demolition of the building currently occupying the land acquired for the development of the senior center,and about $1.3 million for land acquisition in support of affordable housing development. These recommendations were presented to a subcommittee of the Council on February 16,2023, before the start of the public comment period, and again on April 13, 2023. Upon adoption of the resolution,the City will use the Standard Subrecipient Agreements as approved to form by the City Attorney to enter into agreements with subrecipients for activities approved for funding by this resolution. City of Fresno Printed on 4/21/2023Page 4 of 5 powered by Legistar™ File #:ID 23-613 Agenda Date:4/27/2023 Agenda #: ENVIRONMENTAL FINDINGS This is not a project for purposes of CEQA pursuant to CEQA guidelines Section 15378.These plans,strategies and studies are an exempt activity under HUD NEPA Requirements (24 CFR 58.34 (1)). LOCAL PREFERENCE Local preference is not applicable because of the use of federal funding. FISCAL IMPACT Adoption of the 2023-2024 Annual Action Plan is required to allow the City to receive $12,066,518 of new entitlement funding. Attachments:Resolution 2023-2024 Annual Action Plan for HUD CPD Entitlement Grant Funding Proposed Funding Allocation Summary Applications for Funding Standard Subrecipient Agreements City of Fresno Printed on 4/21/2023Page 5 of 5 powered by Legistar™ DRAFT Annual Action Plan U.S. Department of Housing and Urban Development Community Planning and Development Programs Program Year 2023 (July 1, 2023 – June 30, 2024) Public Review Document Comment Period: March 6, 2023 – April 6, 2023 All sources and uses are considered estimates pending City Council adoption Planning and Development Department Housing and Community Development Division 2600 Fresno Street, Room 2065 Fresno, CA 93721 559-621-8300 HCDD@fresno.gov March 6, 2023 This is a draft document that has been made available for public review and comment. The Public Comment Period will begin March 6, 2023, and conclude on April 6, 2023. Residents are encouraged to submit comments by one of the following methods: Submit Comments by Mail: City of Fresno Planning and Development Department Attn: Housing and Community Development Division 2600 Fresno Street Room 3065 Fresno CA 93721 Submit Comments by Email: HCDD@fresno.gov Please include “2023 Action Plan” in the subject line Submit Comments by Phone: 559-621-8300 Submit Comments by TTY: 559-621-8721 Submit Comments by Fax: 559-457-1579 Submit Comments by Survey: https://www.surveymonkey.com/r/2324AAP Residents may also submit comments during an April 27, 2023, Public Hearing at approximately 10:00 A.M., prior to City Council consideration of the Plan. For participation instructions, visit https://fresno.legistar.com/Calendar.aspx and select the agenda for the April 27, 2023, meeting. For additional accommodations, please contact the office of the City Clerk at (559) 621-7650 or clerk@fresno.gov at least three business days prior to the meeting. Contents AP-05 - Executive Summary ...................................................................................................... 1 PR-05 – Lead and Responsible Agencies .................................................................................15 AP-10 – Consultation ................................................................................................................16 AP-12 – Participation ................................................................................................................23 AP-15: Expected Resources .....................................................................................................26 AP-20: Annual Goals and Objectives ........................................................................................35 AP-35: Projects .........................................................................................................................38 AP-50: Geographic Distribution .................................................................................................53 AP-55: Affordable Housing ........................................................................................................54 AP-60: Public Housing ..............................................................................................................55 AP-65: Homeless and Other Special Needs Activities ...............................................................57 AP-70: HOPWA Goals ..............................................................................................................60 AP-75: Barriers to Affordable Housing ......................................................................................61 AP-85: Other Actions ................................................................................................................62 AP-90 Program Specific Requirements .....................................................................................65 Appendix A: Public Notices and Citizen Outreach .....................................................................70 Appendix B: Citizen Input and Public Comments .................................................................... 105 Appendix C: List of Abbreviations ........................................................................................... 134 Appendix D: ESG Policies and Procedures ............................................................................. 135 OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 1 of 170 AP-05 - Executive Summary The City of Fresno (City) receives annual allocations from the U.S. Department of Housing and Urban Development (HUD) through four grant programs: 1. Community Development Block Grant (CDBG) 2. HOME Investment Partnerships Program (HOME) 3. Emergency Solutions Grant (ESG), and 4. Housing Opportunities for People with AIDS/HIV Grant (HOPWA) The purpose of these four programs is to assist low- and moderate-income families and households, which are those that earn less than 80% of the area median income. The funds are used to pursue three goals: 1. Provide decent, affordable housing, 2. Create suitable living environments, and 3. Expand economic opportunities. In order to access these federal funds, the City must carry out a planning process to identify the scope of housing and community development needs in its jurisdiction and how the available funding can best be used to meet those needs. This planning process, called the Consolidated Plan, was conducted in late 2019 and early 2020. The term of the plan began on July 1, 2020, and will end on June 30, 2025. A full copy of the Consolidated Plan is available for review at the City’s Planning and Development Department’s Housing and Community Development Division (HCDD) web page at www.fresno.gov/housing. Each year, the City prepares an Annual Action Plan that describes the projects and actions it will undertake to carry out the strategies outlined in the Consolidated Plan. This document is the Fourth Year Annual Action Plan, covering the period from July 1, 2023, to June 30, 2024 (Program Year 2023 and City Fiscal Year 2024). OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 2 of 170 Sources and Uses of Funds More detailed information on sources can be found in AP-15 Expected Resources and more detailed information on uses can be found in AP-35 Projects. Table 1 – CDBG Sources and Uses Sources – CDBG Amount Uses – CDBG % Amount Annual Entitlement $6,897,161 Public Infrastructure 37% $3,043,594.22 Prior Year Funds $1,350,596.03 Affordable Housing 33% $2,757,870.61 Public Services 12% $991,860 Micro-Enterprise Assistance >1% $40,000 Fair Housing >1% $35,000 Administration & Compliance 16% $1,379,432.20 Subtotal $8,247,757.03 Subtotal 100% $8,247,757.03 Table 2 – HOME Sources and Uses Sources – HOME Amount Uses – HOME % Amount Annual Entitlement $3,578,083 Affordable Housing 75% $2,683,562 CHDO Housing Development 15% $536,713 Administration & Compliance 10% $357,808 Subtotal $3,578,083 Subtotal 100% $3,578,083 Table 3 – ESG Sources and Uses Sources – ESG Amount Uses – ESG % Amount Annual Entitlement $601,082 Rapid Rehousing 56% $338,723 Emergency Shelter/Street Outreach 33.5% $201,362 Homelessness Prevention 3% $15,916 HMIS 0% $0 Administration & Compliance 7.5% $45,081 Subtotal $601,082 Subtotal 100% $601,082 Table 4 – HOPWA Sources and Uses Sources – HOPWA Amount Uses – HOPWA % Amount Annual Entitlement $990,192 Housing Opportunities for People with AIDS/HIV 97% $960,487 Administration & Compliance 3% $29,705 Subtotal $990,192 Subtotal 100% $990,192 OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 3 of 170 Summary of Objectives and Outcomes The City of Fresno’s 2020-2024 Consolidated Plan identified six strategic priority areas to be addressed using HUD Community Planning & Development funding. Consistent with these six priorities, and in response to the community needs assessment conducted for the 2023-2024 Annual Action Plan, the City issued or will issue requests for applications to address each priority area. Eligible applicants are City of Fresno departments, units of local government, and non-profit organizations. Applications for funding will also be requested from developers of affordable housing. Applications are reviewed by staff, the Administration, and a committee of the City Council. Projects and activities recommended for funding are listed below by strategic priority area. Homeless and Homelessness Prevention Need: Provide assistance for the homeless and those at risk of becoming homeless through safe low-barrier shelter options, housing first collaborations, and associated supportive services. Projects and activities for funding in program year 2023-2024: • WestCare California, Inc. – The Living Room WestCare California, Inc. is the lead agency partnering with Fresno Housing Authority to continue providing Short Term Rental and Mortgage Assistance (STRMU), Tenant- Based Rental Assistance (TBRA), transitional housing, homelessness prevention, rapid re-housing, supportive services, and housing information to homeless and at-risk of homelessness individuals affected by HIV/AIDS and their families in Fresno. The primary goals of the proposed program are to help participants achieve both permanent housing and health stability. • WestCare California, Inc. – Project UNITE WestCare California, Inc. will provide rapid rehousing and homelessness prevention services through Project UNITE. During the grant period, Project UNITE will conduct weekly outreach activities to establish supportive relationships with the street homeless population providing linkages and support to enable them to move off the streets and into housing. The program will engage homeless and chronically homeless individuals and families with extremely low-income (30% area median income), including Veterans who are not eligible for housing assistance through Supportive Services for Veteran Families and HUD Veterans Affairs Supportive Housing. • Poverello House - Homeless Outreach Progressive Engagement (HOPE Team) The HOPE Team will provide street outreach to people experiencing homelessness that live in the City of Fresno. The purpose of the team is to link people experiencing homelessness to navigation services and shelter. • Poverello House – Rapid Rehousing Program The program will provide direct case management and rental support for those experiencing homelessness in the City of Fresno for up to one year. This program will support security deposits, pay for costs associated with PG&E arrears, and direct rental OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 4 of 170 support. Case Managers will work with program participants during this timeframe to develop a plan to sustain housing beyond the rapid rehousing program support. Affordable Housing Need: Improve access to affordable housing for low‐income and special needs households by partnering with interested developers to increase development of low-income and affordable housing in high opportunity areas, and by promoting the preservation and rehabilitation of existing affordable housing units. Projects and activities for funding in program year 2023-2024: • City of Fresno – Senior Exterior Repair Program & Housing Rehabilitation Program Delivery CDBG funds to provide an exterior home repair program for low-moderate-income owner-occupied senior households. The repairs may include but are not limited to: health & safety, paint, windows, screens, water heaters, roofs, doors, minor electrical, accessibility, fencing, and lead hazards. • Self-Help Enterprises – Housing Rehab Program CDBG funds will be used to execute emergency, minor, and substantial housing rehabilitation to remedy property maintenance, age, health and safety, and housing code issues of existing single-family residential units for low-income owner-occupied households. Self-Help Enterprises’ staff will collaborate with homeowners and contractors to improve key building features including roofing, windows, flooring, and property systems like basic plumbing, electrical, cooling, and security. • Affordable Housing Development or Substantial Rehabilitation The City of Fresno will request applications to develop or rehabilitate single- and multi- family affordable housing units for low- and moderate-income people that meet the guidelines of the HOME program. The City will also include CDBG funds for land acquisition in support of affordable housing development. • Community Housing Development Organization (CHDO) Affordable Housing Development The City of Fresno will request applications from Community Housing Development Organizations for funding to develop units affordable to low- and moderate-income people that meet the guidelines of the HOME program. Public Infrastructure and City-Owned Facilities Need: Promote quality of life and neighborhood revitalization through improvements to current public infrastructure and facilities, and by closing gaps in areas with aging, lower quality, or nonexistent public infrastructure and facilities. Projects and activities for funding in program year 2023-2024: • City of Fresno – Rialto-Marks-Holland-Valentine Neighborhood Street Improvements The project will improve the safety, accessibility, and quality of life in the surrounding OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 5 of 170 neighborhood by completing street surface reconstruction including sidewalks, curbs, and gutters while removing ADA barriers. • City of Fresno – Knight Ave Street Improvements The project will make the neighborhood safer and more accessible by constructing new sidewalks, a wide street pavement section, and installing new LED streetlights. Public and Community Services Need: Provide services to low‐income and special needs households that develop human capital and improve quality of life. Projects and activities for funding in program year 2023-2024: • Central Valley Justice Coalition – Youth Advocacy and Mentorship Program for Preventing Human Trafficking Through a combination of one-on-one mentorship, education, and group programs, the Central Valley Justice Coalition’s Advocacy and Mentorship Program aims to connect with youth who have greater risk factors for human trafficking and exploitation in order to provide support before they become victims. • Marjaree Mason Center – Critical Services for Survivors of Domestic Violence This program will provide safe shelter and comprehensive supportive services to adults and children who are fleeing from domestic violence while they work toward becoming self-sufficient. • Chinatown Fresno Foundation – Open for Business The Open for Business program will work to improve the business acumen of existing microenterprises and establish at least five new microenterprise businesses in Chinatown. Activities will include business retention and expansion workshops for existing microenterprises. Additionally, the program will walk budding entrepreneurs through the process of taking an idea and making it into a viable microenterprise. Fair Housing Need: Provide services to residents and housing providers to advance fair housing. Projects and activities for funding in program year 2023-2024: • Fresno Interdenominational Refugee Ministries (FIRM) – Immigrant and Refugee Inclusion in Fair Housing Program FIRM will provide fair housing education and outreach through workshops, ethnic media, and the distribution of information in five languages to increase awareness about fair housing rights and resources to diverse and low-income communities. Programmatic Compliance Need: Plan and administer funding for community development, housing, and homelessness activities with improved transparency, increased community involvement, and full compliance with federal regulations. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 6 of 170 • City of Fresno – Planning, Grant Administration, and Compliance The City of Fresno will use grant funding to conduct public participation in support of planning activities; issue NOFAs and conduct project and activity selection; consult with subrecipients in program implementation; conduct environmental reviews; conduct historic preservation reviews; monitor subrecipient activities; prepare performance reports; and undertake other administrative and program tasks to effectively support the funded activities in compliance with all local, state, and federal requirements. Evaluation of Past Performance Below is a summary of activities recently completed and reported in the City’s 2021 Consolidated Annual Performance Evaluation Report (CAPER): Rehabilitation Rehabilitation work completed during PY 2021 to increase development, preserve, and rehabilitate affordable housing for low-income owner-occupied households included: • City of Fresno Senior Paint and Exterior Repair Programs: Completed 18 • Self-Help Home Repair and Rehabilitation Program: Completed 17 • Habitat for Humanity Housing Rehabilitation/Repair Program: Completed 8 Occasionally, homes and other rehabilitation sites have a historical value to the community which may result in them being subject to Section 106 of the National Historic Preservation Act. Unfortunately, due to delays in Section 106 reviews, increased material costs, and shortages due to the COVID-19 pandemic, the City experienced overall delays on some projects. However, the City continues to operate home repair programs for low- and moderate-income homeowners through the City’s Housing and Community Development Division, and its subrecipients, in a manner that strives to prioritize the health and well-being of families, contractors, and program staff. Housing Development Housing Projects completed in PY 2021 include: • Habitat for Humanity - B and Amador Project The City provided $580,263 in HOME Community Housing Development Organization (CHDO) funds to Habitat for Humanity for the acquisition of three parcels located at the corner of B Street and East Amador Street in southwest Fresno and the subsequent construction of four 5-bedroom, 2-bathroom single-family homes to be sold to low- income homebuyers. Included in those costs were on- and off-site improvements. The cost of the project was approximately $1.3 million and was successfully completed on March 15, 2021. Housing Projects underway in PY 2021 include: • Habitat for Humanity – Barcus and Rialto Single-Family Housing Project The project consists of new construction of two 3-bedroom, 2-bathroom homes with attached garages, and on- and off-site improvements. The total project cost is estimated OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 7 of 170 at $924,550 of which $392,000 in HOME CHDO funds are to be provided for eligible predevelopment and construction cost and subsequent homebuyer mortgage assistance for households at 60% to 80% of area median income. • FCTC, L.P. – Brand Haven Senior Housing Project The project consists of new construction of 180 multi-family senior housing units and on- and off-site improvements. The City provided $2,259,784 in CDBG funds for acquisition of the 2-acre project site located at Fancher Creek Drive and Marion Avenue. In addition, the City provided $1,420,500 in HOME funds for the eligible pre-development and construction costs. The estimated project cost is $31 million. • Self-Help Enterprises – Annadale Phase II S-F Housing Project The project consists of new construction of a 22-unit single-family affordable housing subdivision and on- and off-site improvements. The City provided $1,462,000 in HOME funds for construction of 11 HOME-assisted units. The estimated project cost is $2,915,000. • Housing Authority – Monarch at Chinatown Project The project consists of new construction of 57 multi-family affordable housing units and on- and off-site improvements. The total project cost is estimated at $32,239,714 of which $397,118 in HOME funds is to be provided for eligible construction costs. • Self-Help Enterprises – Walnut/Florence/Plumas The project consists of the development of a 17-unit single-family affordable housing subdivision in southwest Fresno. The total project costs are estimated at $4,430,000 of which $800,000 in HOME CHDO funds are being provided for eligible construction costs. • Housing Authority – The Arthur at Blackstone The project consists of the development of 41 multi-family affordable housing units and on- and off-site improvements. The total project costs are estimated at $26,302,457 of which $1,633,112 in HOME funds is being provided for eligible construction costs. • Housing Authority – Sun Lodge The project consists of the adaptive reuse of the existing 98-unit Days Inn motel and the introduction of new construction of additional housing units at the site. The 98-unit motel will be converted into 64 housing units with a mix of bedroom types. The total project costs are estimated at $36,283,431 of which $2.7 million in HOME funds is being provided for eligible construction costs. Homelessness • HEARTH Emergency Solutions Grant (ESG) The City acts as the pass-through agency for ESG program funds. While the City is responsible for the administration and oversight of the grant, 93% of funds were awarded to local homeless services providers (Poverello House, WestCare and Marjaree Mason Center) who performed the day-to-day program delivery. Based on the Homeless Management Information System (HMIS) reports provided to the City, 963 OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 8 of 170 people were assisted with emergency shelter, 1,628 people were assisted with street outreach services, 121 people received rapid rehousing, and 17 received homeless prevention with PY 2021 ESG funding. • Community Development Block Grant (CDBG) The City contracted with Marjaree Mason Center to provide CDBG funding for Safe House Shelter Rooms for individuals who are fleeing domestic violence. A total of 108 individuals – both adults and children – received shelter. • Housing Opportunities for Persons with AIDS (HOPWA) The City contracted with WestCare California, Inc. to provide HOPWA funding for housing assistance and housing-related supportive services benefitting persons living with HIV/AIDS and their families. Program Year 2021 HOPWA funds were used for supportive services; housing information and referral services; tenant-based rental assistance; and short-term rent, mortgage, and utility (STRMU) assistance. Sixty-five people were assisted with a housing subsidy, 9 individuals received housing through transitional/short-term facilities, and 353 people received housing information services, and 257 people received supportive services; please note some people received more than one activity component. Furthermore, 19 households received Tenant-Based Rental Assistance (TBRA). • HOME Investment Partnerships Program (HOME) The City provided TBRA to a total of 12 households through agreements with the Fresno Housing Authority. Community Services The City of Fresno utilized grant funds to improve the living environment for its residents through a variety of public service programs and activities, including those specifically made for seniors, youth, and adults. • City of Fresno PARCS After School Program The City of Fresno operated ten Neighborhood Center locations, funded in part by CDBG, located throughout the city in low-income areas. These centers were open Monday through Friday, and they provided a safe space for at-risk youth to seek mentorship and access to engaging recreational activities. Programming was provided to 358 children and included, but as not limited to, performing arts classes, nature hikes, a teen leadership program, arts and crafts, sports, homework centers, large group games, character development programs, cooking classes, a healthy snack program, day camps, karate classes, and service-oriented projects. • City of Fresno PARCS Senior Program The senior program returned to providing in-person services in July 2021 and offered seniors in the community an opportunity to socialize with others through a variety of recreational activities. The available activities included, but were not limited to, crafts, ceramics, exercise, tai chi, and bingo. The program provided services for over 400 OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 9 of 170 seniors within the City of Fresno, which provided an essential lifeline for some of the elderly who had nowhere else to go which helped improve their well-being. • Boys and Girls Club of Fresno County The afterschool program provided education, job training, and recreation for 551 youth, ages 6-18, at the West Fresno and East Fresno Boys and Girls Clubs. As a youth development organization with skilled, caring professionals, the Boys and Girls Club provided culturally relevant programs, helping kids shape their paths toward great futures. This funding was used to provide afterschool enrichment programs that include educational and recreational activities to young people living in low-income, high-crime neighborhoods in East and West Fresno. • Fresno Economic Opportunities Commission (FEOC) Afterschool and Recreation Program Fresno Street Saints provided afterschool enrichment through mentoring, homework assistance, recreation, and educational field trips for youth in southwest Fresno. The program operated Monday through Friday in four separate locations, served 106 youth, provided families with personal protective equipment, cleaning supplies, and personal hygiene products in addition to the educational and recreational activities listed above. • Fresno Interdenominational Refugee Ministries (FIRM), Inc. Southeast Asian, Slavic and African Healing Gardens for Elders (SAHGE) FIRM provided operational support for four community gardens located in the City of Fresno, as well as hosted monthly elder gatherings for low-income refugee elders, age 62 and older, who spoke Hmong, Lao, Khmer, Russian, and other languages. The gardens helped meet the needs of 158 elders by providing culturally responsive spaces where they were able to socialize, reduce stress, and increase access to healthy and nutritious foods. • FIRM Fair Housing Program FIRM also connected with 3,748 residents to promote Fair Housing. Throughout the year, FIRM conducted 6 webinars, dropped off material at 40 various agencies and organizations, distributed materials during 19 in-person outreach events, made 16 social media posts, performed outreach via e-marketing 10 times, and included Fair Housing information in three newsletters. • Resources for Independence, Central Valley (RICV) Fair Housing Program The RICV Fair Housing public services program provided education in several languages to the community about Fair Housing rights, responsibilities, and regulations through trainings and materials made available through social media, direct mail, the RICV newsletter, and email blasts. RICV also distributed an easy-to-understand booklet to 217 low-income individuals through individual outreach. • Chinatown Fresno Foundation Make Time Business School Program The commercial neighborhood in the Chinatown area of Fresno consisted primarily of microenterprises that were suffering from a lack of community attention and needed assistance to help revitalize the area and the businesses. Chinatown Fresno Foundation OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 10 of 170 developed the Make Time Business School to specifically address the needs of the businesses in the area, while providing them technical assistance and training workshops. The program helped 15 microenterprises by developing job growth and an overall improved quality of life in the Chinatown area. • Fresno Area Hispanic Foundation (FAHF) Business in a Box Program The Fresno Area Hispanic Foundation successfully assisted 20 underserved small businesses within the City of Fresno. Through the Business in a Box program, FAHF helped small business owners overcome major challenges, including marketing, technology, and financial barriers. Businesses were assisted in developing a strategic plan to increase their online presence by establishing a website, setting up social media accounts, and helping with logo design to help attract more customers. Each business was encouraged to participate in financial trainings, monthly legal webinars, and was provided with more than 40 hours of direct technical assistance by various industry experts. The program allowed businesses to increase revenue and create more jobs. Public Infrastructure and Facilities Neighborhood Street Improvements Neighborhood Street Improvement projects completed during PY 2021 include: • The Burroughs Elementary Neighborhood Street Reconstruction – Phase I The activity consisted of pavement reconstruction, including complete pavement removal, re-compacting and repairing the asphalt base (as needed), and reconstructing each pavement section. City crews were also able to repair curb ramps and gutters for improved ADA accessibility and an overall neighborhood commute improvement. Six thousand seven hundred and forty (6,740) neighborhood residents benefited from the restoration of the previously deteriorated roadways, which are now safer to drive on, walk across, and ride bicycles down. • The West Fresno Elementary & MLK Neighborhood Street Improvements The activity consisted of pavement reconstruction, including complete pavement removal, re-compacting and repairing the asphalt base (as needed), and reconstructing each pavement section. City crews were also able to repair curb ramps and gutters for improved ADA accessibility and an overall neighborhood commute improvement. City crews were also able to repair curb ramps and gutters for improved ADA accessibility and an overall neighborhood commute improvement. Three thousand six hundred and sixty-five (3,665) neighborhood residents have benefited from the restoration of the previously deteriorated roadways, which are now safer to drive on, walk across, and ride bicycles down. The following activities received a CDBG allocation for improvements in PY 2021, or a prior year, and are pending completion: • The Webster Community Canal Barricade • The Burroughs Elementary Neighborhood Street Reconstruction – Phase II • The Ivy-Annadale to Chester Neighborhood Street Improvements OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 11 of 170 • The Ericson Elementary Neighborhood Street Reconstruction • The Highway City Neighborhood Street Reconstruction • The Yosemite Middle School Complete Streets Design • The Maple-Gettysburg-Holland Street Reconstruction • The Olive-Maple-Whitney-Chestnut Street Reconstruction • The Shields-Cedar-Dakota-Maple Street Reconstruction The Webster Community Canal Project will provide a barricade along Clark Street and Floradora Avenue, while each of the other neighborhood street improvement project will receive pavement reconstruction to include complete pavement removal, re-compacting and repairing the asphalt base (as needed) and reconstructing each pavement section. Park Facility Improvements The following improvements were made to Park facilities in PY 2021: • Learner Pool Design The City's PARCS Department entered into an agreement with a design firm to address ADA and health department concerns with the learner pools at several city park locations. The City was able to utilize the plans for the Quigley Learner Pool, Pinedale Learner Pool, and Fink White Leaner Pool activities, to complete necessary repairs in order for the pools to reopen to the public, benefiting 20,175 people. • Cary Park Lighting Improvements The Cary Park Lighting Installation included the installation of new light poles at two soccer fields. The new MUSCO lighting allows for remote access and improved directional lighting that eliminates light pollution into the neighborhood. The project benefited 3,700 people. • Romain Challenger Course – Park Improvements The Romain Park improvements included the installation of a new challenger course and benefited 6,740 people. • Ted C. Wills Park Improvements The Ted C. Wills Park Improvement activity included replacement of the HVAC system, the staining and resealing of the recreation room concrete flooring, installation of a shade structure over the tot lot, replacement of the wheelchair lift in the gym, the sanding and resurfacing of the wood gym flooring, and replacement of the existing bleachers with units that are ADA compatible. Twelve thousand seven hundred and ten (12,710) individuals benefited from this project. • Pinedale Park Improvement The Pinedale Community Center Concrete Work and Restroom activity included concrete work and renovation of the indoor and outdoor restrooms, as well as health and safety improvements including upgrades for ADA compliance. One thousand five hundred and ninety (1,590) individuals benefited from this project. • Pinedale Learner Pool OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 12 of 170 The City's PARCS Department completed necessary repairs to the learner pool at the Pinedale Community Center location to make it health department compliant and allow it to reopen to the public, benefiting 4,688 individuals. • Quigley Learner Pool The City's PARCS Department completed necessary repairs to the learner pool at the Quigley Park location to make it health department compliant and allow it to reopen to the public, benefiting 12,865 individuals. The following activities received a CDBG allocation for improvements either in PY 2021 or in a prior year and are pending completion: • Frank H. Ball ADA Improvements • Maxie L. Parks HVAC Design • Hinton Restroom and Field Lighting • JSK Victoria West Playground and Shade Structure • Dickey Playground Tot Lot Replacement • Fink-White Splash Park Non-Profit Facility Improvements Prior year CDBG funds will provide needed capital improvements to community facilities owned by non-profit organizations that provide services to predominantly low- and moderate-income people. Non-Profit Facility Improvements completed in PY 2021 include: • Wesley United Methodist Church Roofing and Various Facility Improvements which benefitted 16,635 people • Helping Others Pursue Excellence (HOPE) Elevator Lift Installation and other ADA improvements benefitting 7,248 people Non-Profit Facility Improvements currently underway include: • Saint Rest Community Economic Development Corporation Plaza Improvements (completion expected in PY22) Summary of Citizen Participation and Consultation Process A comprehensive list of participation and consultation activities is available in sections AP-10 and AP-12 of this plan. Among the actions the City took to collect community and stakeholder input are: - A community needs questionnaire completed by 8 Housing and Community Development stakeholders (units of local government, non-profits, affordable housing developers, etc.) - Four virtual and five in-person workshops broadly promoted through email, social media, newspaper, door-to-door, and local media to collect broad-based community input and identify the most-needed activities, attended by 94 people - Eighteen (18) stakeholder meetings with local non-profit and advocacy organizations - A community needs public hearing held before City Council with 4 public comments OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 13 of 170 - Four (4) webinars held to provide technical support for the 2023-2024 Consolidated Notice of Funding Available - A web page maintained at www.fresno.gov/housing explaining the Annual Action Plan process and timeline, with links to relevant notices, recordings, and presentations - A 30-day public comment period from March 6, 2023 – April 6, 2023, to collect input from members of the community on the draft Annual Action Plan and recommended activities for funding - A public hearing to review activities recommended for funding to be held on April 27, 2023, prior to City Council consideration of Plan adoption Summary of Public Comments A summary of all comments is included in Appendix B. Summary of Comments Not Accepted The City accepted all comments. Summary During development of the 2020-2024 Consolidated Plan, participants consistently identified homelessness, affordable housing, neighborhood infrastructure improvements, and fair housing among their top priorities. The community needs assessment conducted for the 2023-2024 Annual Action Plan continued to support these needs. In PY 2023, the City will invest approximately $12 million to address the needs identified in this plan. While the needs of the community far outstrip the ability of this plan to address the needs in their entirety, the investments selected address the most pressing needs with the most appropriate funding available, while adhering to all regulations governing the use of HUD Community Planning and Development funds. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 14 of 170 Project Funding Summary Table 5 - Project Funding Summary PRIORITY AREA PROJECT CDBG HOME ESG HOPWA Homeless & Homelessness Prevention Emergency Solutions Grant $601,0821 Homeless & Homelessness Prevention Housing Opportunities for People with AIDS/HIV $960,487 Affordable Housing Housing Rehabilitation (Non-Profit) $700,000 Affordable Housing Housing Rehabilitation (City Provided) $700,000 Affordable Housing Affordable Housing Development $1,357,870.61 $2,683,562 Affordable Housing Affordable Housing Development – CHDO $536,713 Public Infrastructure & Facilities Neighborhood Street Improvements $2,043,594.22 Public Infrastructure & Facilities Facility Improvements $1,000,000 Community Services PARCS After School Programs $316,000 Community Services PARCS Senior Enrichment Programs $480,711 Community Services Non-Profit Public Services $195,149 Community Services Microenterprise Assistance $40,000 Fair Housing Fair Housing Education, Outreach, and Referral $35,000 Administration & Compliance Program Administration $1,379,432.20 $357,808 See note $29,705 TOTALS $8,247,757.03 $3,578,083 $601,082 $990,192 1 Administration funds of $45,081 are included in the ESG project total. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 15 of 170 PR-05 – Lead and Responsible Agencies The City of Fresno Planning and Development, Housing and Community Development Division is responsible for the administration of HUD Entitlements including the Community Development Block Grant Program (CDBG), the HOME Investment Partnerships Program (HOME), the Emergency Solutions Grant program (ESG), and the Housing Opportunities for People with AIDS/HIV (HOPWA). Public Contact Information: Karen Jenks Manager | Housing and Community Development Division 2600 Fresno Street ▪ CHN 3065-C ▪ Fresno CA 93721 City of Fresno Phone: (559) 621-8300 TTY: (559) 621-8721 Fax: (559) 457-1054 Email: HCDD@fresno.gov OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 16 of 170 AP-10 – Consultation Introduction Public participation plays a central role in the development of the Consolidated Plan. To develop its 2020-2024 Consolidated Plan, the City launched an in-depth and collaborative effort to consult with community stakeholders, elected offices, City and County departments, and beneficiaries of entitlement programs to inform and develop the priorities and strategies. For the PY 2023 Annual Action Plan, the City followed up with many of the same organizations to identify shifts and trends within the needs of the community. Efforts to Enhance Coordination Provide a concise summary of the jurisdiction’s activities to enhance coordination between public and assisted housing providers and private and governmental health, mental health, and service agencies (91.215(l)). In addition to the citizen engagement process, the City asked all organizations who participated in the 2022 Annual Action Plan, 2020-2024 Consolidated Plan, or the 2022 Consolidated Notice of Funding Availability (NOFA) to complete a community needs questionnaire. Eight responses were collected, and the responses were used in conjunction with the community needs assessment to prepare the NOFA. The City released a Consolidated NOFA for CDBG, HOME, ESG, and HOPWA to coordinate with local non-profits on the provision of public services and homelessness services. Continuum of Care Consultation – Homeless Needs Describe coordination with the Continuum of Care and efforts to address the needs of homeless people (particularly chronically homeless individuals and families, families with children, veterans, and unaccompanied youth) and people at risk of homelessness. The Fresno Madera Continuum of Care (FMCoC) is comprised of organizations and individuals working to address homelessness in the counties of Fresno and Madera. Members of the FMCoC include representatives of federal, state, and local government agencies, nonprofits, the private sector, and faith-based organizations. The FMCoC holds monthly meetings to coordinate the efforts of its members to efficiently provide housing and services to the homeless population. As part of the PY 2023 planning process, the City coordinated with the FMCoC to develop a recommendation for funding priorities utilizing ESG funds. The FMCoC board of directors presented their recommendation to the general membership at their December 8, 2023, meeting, and its recommendation was adopted. The City included the breakdown by funding categories recommended by the board of directors and noted that the recommendation was not binding, with the expectation that the constituent members of the FMCoC could propose any alternatives through the NOFA process. The City also coordinates with the FMCoC related to allocations of State of California Homeless Housing, Assistance, and Prevention (HHAP) funding. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 17 of 170 Continuum of Care Consultation – Program Design Describe consultation with the Continuum(s) of Care that serves the jurisdiction's area in determining how to allocate ESG funds, develop performance standards for and evaluate outcomes of projects and activities assisted by ESG funds, and develop funding, policies and procedures for the operation and administration of HMIS. Allocation The City of Fresno acts as a pass-through agency for ESG funds. While the City is responsible for the administration and oversight of the grant, most funds are awarded to local homeless service providers who perform the day-to-day operation of the funded programs. As part of the PY 2023 planning process, the City coordinated with the FMCoC to recommend the amount of the ESG allocations that should be used for each eligible use. The City used the breakdown by funding categories to inform the allocations included in the NOFA. Based on the NOFA responses received, the City made minor adjustments to the allocations by activity. Development of Standards and Policies ESG standards and policies were developed by the City, County, and the FMCoC when the ESG program transitioned from the Emergency Shelter Grant to the Hearth Emergency Solutions Grant in 2011. These standards are included in Appendix D of this document. The City will continue to work cooperatively with Fresno County and the FMCoC to update the ESG Policies and Procedures. The City will also continue to coordinate with its public and private partners to ensure that the local FMCoC meets all HEARTH requirements with respect to ESG funds. HMIS and Coordinated Entry System The Homeless Management Information System (HMIS) is used by all local homeless providers participating in the FMCoC. HMIS is a database used to track performance and outcomes for the agencies. As the HMIS Lead of the FMCoC, the Fresno Housing Authority plays a critical role in coordinating the annual Point-in-Time Count, collecting data, and distributing results from the annual count. The work of the Fresno Housing Authority in this regard meets and exceeds HUD requirements for the implementation and compliance of Homeless Management Information System Standards. The FMCoC’s Coordinated Entry System utilizes a common assessment tool – the Vulnerability Index. All member agencies of the FMCoC have committed to using both the assessment tool and the Coordinated Entry System. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 18 of 170 List of Consultations Describe agencies, groups, organizations, and others who participated in the process and describe the jurisdiction’s consultations with housing, social service agencies and other entities. Table 6 - List of Agencies, Groups, and Organizations Consulted No. Agency / Group / Organization Type Section of Plan Addressed Consultation Method1 1 Arte Americas Community organization Action Plan Questionnaire 2 California Apartment Association Housing Action Plan Questionnaire & Interview 3 California Virtual Academy – Fresno Services – education Action Plan Questionnaire* 4 CARE Fresno Civic organization Action Plan Questionnaire 5 Central California Hispanic Chamber of Commerce Civic organization Action Plan Questionnaire 6 Central California Legal Services Civic organization Action Plan Questionnaire 7 Central Unified School District Services – education Action Plan Questionnaire* 8 Central Valley Community Foundation Civic organization Action Plan Questionnaire 9 Chinatown Fresno Foundation Civic organization Action Plan Questionnaire* & Interview 10 City of Clovis Affordable Housing Other government – city Action Plan Questionnaire 11 City of Fresno Department of Public Works Other government – city Action Plan Questionnaire 12 City of Fresno Disability Advisory Commission Other government – city Action Plan Questionnaire 13 City of Fresno Community Revitalization Other government – city Action Plan Questionnaire 14 City of Fresno PARCS Department Other government – city Action Plan Questionnaire 15 Community Housing Council Services – fair housing Action Plan Questionnaire 16 County of Fresno Other government – county Action Plan Questionnaire & Interview 17 Deaf and Hard of Hearing Service Center Services – deaf and hard of hearing Action Plan Questionnaire 18 Downtown Business Hub Services – business Action Plan Questionnaire & Interview 19 Edison Bethune Charter Academy Services – education Action Plan Questionnaire* 20 El Dorado Community Development Center Civic organization Action Plan Questionnaire 1 Completed questionnaires are noted with an asterisk (*). OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 19 of 170 No. Agency / Group / Organization Type Section of Plan Addressed Consultation Method1 21 Every Neighborhood Partnership Services – education Action Plan Questionnaire 22 FACE Fresno Civic organization Action Plan Questionnaire & Interview 23 Fair Housing Council of Central California Services – fair housing Action Plan Questionnaire 24 Focus Forward Services – youth Action Plan Questionnaire* 25 Fresno Area Hispanic Foundation Civic organization Action Plan Questionnaire & Interview 26 Fresno Building Healthy Communities Services - youth Action Plan Questionnaire 27 Fresno Center Services – personal development Action Plan Questionnaire 28 Fresno Chamber of Commerce Civic organization Action Plan Questionnaire 29 Fresno Council of Governments Civic organization Action Plan Questionnaire & Interview 30 Fresno County Superintendent of Schools Services – education Action Plan Questionnaire 31 Fresno Economic Development Corporation Civic organization Action Plan Questionnaire 32 Fresno Economic Opportunities Commission Civic organization Action Plan Questionnaire & Interview 33 Fresno Interdenominational Refugee Ministries Services – vulnerable populations Action Plan Questionnaire 34 Fresno Metro Black Chamber of Commerce Civic organization Action Plan Questionnaire 35 Fresno Metro Ministry Civic organization Action Plan Questionnaire 36 Fresno Pacific University Services – education Action Plan Questionnaire 37 Fresno Realtors Association Civic organization Action Plan Questionnaire 38 Fresno Unified School District Services – education Action Plan Questionnaire* 39 Habitat for Humanity Greater Fresno Area Housing Action Plan Questionnaire & Interview 40 Hope & Effort Appropriately Thriving (H.E.A.T.) for Southwest Fresno Civic organization Action Plan Interview 41 Helping Others Pursue Excellence Services – business Action Plan Questionnaire & Interview 42 Highway City Community Development, Inc. Civic organization Action Plan Questionnaire & Interview 43 Leadership Counsel for Justice and Accountability Civic organization Action Plan Questionnaire 44 Live Again Fresno Services – youth Action Plan Questionnaire* & Interview 45 Lowell Community Development Corporation Civic organization Action Plan Questionnaire 46 Marjaree Mason Center Housing; services – domestic violence Action Plan Questionnaire & Interview OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 20 of 170 No. Agency / Group / Organization Type Section of Plan Addressed Consultation Method1 47 Neighborhood Church – Fresno Religious institution Action Plan Questionnaire 48 North Fresno Church Religious institution Action Plan Questionnaire 49 Orange Center School District Services – education Action Plan Questionnaire* 50 Poverello House Housing Action Plan Questionnaire & Interview 51 RH Community Builders Housing Action Plan Questionnaire & Interview 52 Saint Rest Community Development Center Civic organization Action Plan Questionnaire 53 Sanger Unified School District Services – education Action Plan Questionnaire & Interview 54 Self-Help Enterprises Housing Action Plan Questionnaire 55 Southeast Fresno EDC Civic organization Action Plan Questionnaire 56 SW Fresno Community Development Center Civic organization Action Plan Questionnaire 57 Trans-E-Motion Services – fair housing Action Plan Questionnaire 58 Turning Point of Central California Housing Action Plan Questionnaire & Interview 59 WestCare California, Inc. Services – health, mental health Action Plan Questionnaire 60 Workforce Connection Services – business Action Plan Questionnaire OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 21 of 170 Identify any Agency Types not consulted and provide rationale for not consulting Not applicable List other local/regional/state/federal planning efforts considered when preparing the Plan and how the goals of the Strategic Plan overlap with the goals of each plan Table 7 - Other Planning Efforts Considered Name of Plan Lead Organization How do the goals of your Strategic Plan overlap with the goals of each plan? Downtown Neighborhoods Community Plan City of Fresno The Downtown Neighborhoods Community Plan covers long range planning topics such as urban form, transportation, natural resources, historical/cultural resources and health and wellness. Specific housing related goals including increasing quality of housing and homeownership, and increased access to health and mental health services are also reflected in the strategic plan. Drive Plan City of Fresno The DRIVE Plan has goals to improve housing affordability and stability, reduce racial and economic isolation and support environmental justice and sustainability, most of which are addressed in the strategic plan. Fresno Parks Master Plan City of Fresno The Fresno Parks Master Plan includes goals to maintain, improve and expand its existing parks, to include associated recreational facilities; strategic plan. 2015 - 2023 Housing Element City of Fresno The goals of the 2015-2023 Housing Element are for the City of Fresno to meet its RHNA housing requirements, assist in the development of housing for low-income households, remove government constraints on housing development, conserve existing affordable housing, and to promote equal housing opportunity, which are shared goals with this strategic plan. Permanent Local Housing Allocation 5-Year Plan City of Fresno The Permanent Local Housing Allocation 5-Year Plan qualifies the City of Fresno to receive funding over 5 years from the State of California to address housing quality and increase affordable housing supply. The five-year plan goals are to invest in affordable housing development, rehabilitation for owner-occupied homes to include mobile homes, and to provide down-payment assistance for first-time homebuyer with low incomes. Here to Stay Report City of Fresno The Here to Stay report is an overview of the 46 anti- displacement policies the City recommends based on the first-hand experiences of Fresno residents and supported by research, data, and lessons learned in other cities with anti-displacement policies. Street2Home Fresno County Fresno Housing Authority Street2Home Fresno County identifies solutions to help reduce and ultimately end unsheltered homelessness. Several recommendations focused on affordable housing and resources for survivors of domestic violence align with the goals and priorities identified in the strategic plan. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 22 of 170 Name of Plan Lead Organization How do the goals of your Strategic Plan overlap with the goals of each plan? HHAP 3 Homeless Action Plan City of Fresno The HHAP 3 Homeless Action Plan is a cross- jurisdictional plan that identifies improvements in the delivery of housing and services to people experiencing homelessness or who are at risk of homelessness through partnerships with local health, behavioral health, social services, justice entities, and people with lived experiences of homelessness. One Fresno Housing Strategy City of Fresno Fresno’s Housing Strategy aims to analyze Fresno’s housing needs, identify areas where policy objectives will need to be employed to achieve strategic goals, identify current resources available to meet goals, identify funding sources and contingencies to meet goals, develop a plan for implementing recommended approaches to goal achievement, and establish a list of numerical goals and milestones to track progress. Describe cooperation and coordination with other public entities, including the State and any adjacent units of general local government, in the implementation of the Consolidated Plan (91.215(l)) The City works closely with the Fresno Housing Authority, the County of Fresno, and the State of California on several affordable housing programs. For HOPWA, the City is responsible for administering the grant on behalf of the entire metropolitan statistical area, which includes all of Fresno County. In addition, the City coordinates with the County Public Health Department and the State of California to ensure the needs of people living with AIDS/HIV are addressed. The City collaborates with a variety of public and private sector agencies. One of the main avenues the City has been able to gain partnerships through is participation in the Fresno Madera Continuum of Care (FMCoC). The general membership for the FMCoC includes government, public agencies, and non-profit organizations throughout the region. Being a partner of the FMCoC has given the City of Fresno the ability to collaborate with other agencies to help serve unhoused individuals within the region. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 23 of 170 AP-12 – Participation Summary Summarize the citizen participation process and efforts made to broaden citizen participation. Summarize citizen participation process and how it impacted goal setting. The City provided several opportunities for the public to participate in the PY 2023 planning process: Table 8 - Annual Action Plan Schedule of Activities Date / Time1 Description October 17, 2022 Public Notice October 27, 2022; 11 AM Community Needs Workshop #1 – Romain Neighborhood Center October 28, 2022; 11 AM Virtual Community Needs Workshop #1 November 1, 2022; 6 PM Community Needs Workshop #2 – Mosqueda Neighborhood Center November 2, 2022; 6 PM Virtual Community Needs Workshop #2 November 7, 2022; 6 PM Virtual Community Needs Workshop #3 November 9, 2022; 6 PM Community Needs Workshop #3 – Teague Elementary School November 15, 2022; 10 AM Virtual Community Needs Workshop #4 November 16, 2022; 2 PM Community Needs Workshop #4 – Ted C. Wills Neighborhood Center November 28, 2022; 11 AM Community Needs Workshop #5 – Legacy Commons December 1, 2022; 10:05 AM City Council Community Needs Public Hearing December 19, 2022 Consolidated Notice of Funding Availability (NOFA) Released Applications requested from non-profit organizations and local units of government to apply for CDBG, ESG, and HOPWA funds January 10-11, 2023 Consolidated NOFA Technical Assistance Webinars Visit www.fresno.gov/housing or email HCDD@fresno.gov for more information January 27, 2023; 4 PM Consolidated NOFA Applications Due March 6, 2023 – April 6, 2023 Draft Annual Action Plan Public Comment Period The 2023-2024 Annual Action Plan will be published at www.fresno.gov/housing for public comments, which will be accepted by email at HCDD@fresno.gov; phone at 621-8300; fax at 457-1579; TTY at 621-8721; or online survey at https://www.surveymonkey.com/r/2324AAP April 27, 2023; 10:05 AM or thereafter City Council Annual Action Plan Public Hearing & Consideration 1 Dates and times subject to change. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 24 of 170 Participation instructions posted at least 72 hours in advance at fresno.legistar.com/Calendar.aspx May 15, 2023 2023-2024 Annual Action Plan Due to HUD May 2023 (approximate) Affordable Housing Development and Substantial Rehabilitation NOFA Available on Planet Bids; due July 2023 (approximate) To capture as much community feedback as possible, the City started its 2023-2024 Annual Action Plan outreach earlier than in previous years. With COVID guidelines pertaining to in- person meetings relaxed, the City began conducting in-person community meetings again. Between October 27 and November 28, 2022, the City conducted five in-person and four virtual meetings to gather community input on allocating Federal housing and community development funds. The in-person meetings were conducted at Romain Neighborhood Center, Mosqueda Neighborhood Center, Ted C. Wills Neighborhood Center, Legacy Commons Community Center, and Teague Elementary located in the areas of West Fresno, Southwest Fresno, and Downtown Fresno. Each of the nine community meetings had Spanish, Hmong, Punjabi, and American Sign Language interpretation available without the need to request the accommodation. In addition to the promotional methods undertaken for the previous year’s Annual Action Plan, community meetings were promoted with flyers delivered door-to-door in the neighborhood surrounding the Ted C. Wills Neighborhood Center. In total, 94 people participated in the community needs workshops. On December 1, 2022, the City conducted a public hearing to gather additional input on the perspective 2023-2024 Annual Action Plan. The draft Annual Action Plan is available for public comment from March 6, 2023, through April 6, 2023. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 25 of 170 Citizen Participation Outreach Table 9 - Citizen Participation Outreach Mode of Outreach Target of Outreach Number of Participants Summary of Comments Received Community Meetings – October 27, 2022 – November 28, 2022 Non-targeted/broad community 94 attendees See Appendix B Public Hearing – Community Needs Public Hearing – December 1, 2022 Non-targeted/broad community 4 attendees See Appendix B FMCoC Consultation for ESG – Executive Meeting December 1, 2022; General Meeting December 8, 2022 Homeless Services Providers Made recommendations on the use of ESG allocation in consultation with FMCoC board of directors Stakeholder Meetings November 7, 2022 – December 1, 2022 Housing and service providers; community development practitioners; advocacy groups 18 interviews See Appendix B Web Form – Consultation Questionnaire Housing and service providers; community development practitioners; advocacy groups 8 responses See Appendix B Web Form – Community Needs Input Attendees of Community Meetings 1 response See Appendix B Notice of Funding Available Webinars – January 10-11, 2023 Housing and service providers Provided technical assistance for community organizations and units of government wishing to apply for funding Public Comment Period – March 6, 2023 – April 6, 2023 Non-targeted/broad community TBD See Appendix B [scheduled] Public Hearing – Annual Action Plan Public Hearing – April 27, 2023 Non-targeted/broad community TBD See Appendix B OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 26 of 170 AP-15: Expected Resources Introduction Provide a short summary of the anticipated resources that the jurisdiction will have at their disposal over the course of the Strategic Plan. The City has not yet received notice of its 2023 annual entitlement award through the CDBG, HOME, ESG, and HOPWA programs. The City estimates receiving awards comparable to prior year funding levels. The City anticipates funding approximately $12 million in activities using these four federal programs through this plan. Also, housing developers receiving HOME Program funds to help develop multi-family affordable housing projects have leveraged the State of California’s 9% and 4% Low Income Housing Tax Credits, Infill Infrastructure Grant, and the Affordable Housing Sustainable Communities funding. Private, State, and Local Funds Explain how federal funds will leverage those additional resources (private, state, and local funds), including a description of how matching requirements will be satisfied. As a recipient of HOME and ESG funding, the City is required to generate matching funds. Examples of matching funds under the HOME Program include private finance and interest subsidies from home buyer and residential rehabilitation programs. For the HOME Program, the City is required to match twenty-five percent of all project expenditures. HUD has waived the City’s HOME match requirement based on fiscal distress criteria every year since fiscal year 2014. ESG requires a 100% match of program funds. The City passes this matching requirement to the service providers receiving ESG funds. ESG providers meet this requirement using private donations, state grants, and/or volunteer hours. The City may also provide general funds to service providers to meet match requirements. The City allocated 9.5% of its Permanent Local Housing Allocation (PLHA) funds for owner- occupied home rehabilitation for low-income homeowners currently ineligible under existing owner-occupied home repair programs to include mobile homes. The third year of funding added $553,717 for a total of $1.38 million in PLHA assistance for owner-occupied home rehabilitation for mobile homes. The City allocated an additional $1.6 million of funding through its third allocation of the PLHA program for a down payment assistance program for low- and moderate-income first-time home buyers. The total allocated to the down payment assistance program to date is $4.1 million. Additionally, the City allocated 28.5% of its third allocation of Permanent Local Housing Allocation for development of Affordable Multifamily Rental Housing and 28.5% for development of Affordable Single-Family Housing, focusing on areas of opportunity. Out of the total PLHA OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 27 of 170 allocations, the City will have $4.1 million for the development of Affordable Multifamily Rental Housing and another $4.1 million for the development of Single-Family Housing. The City was awarded entitlement grants from the California Department of Housing and Community Development. In 2022, it was awarded $54,536,872 through Homekey 2 to fund projects to sustain and rapidly expand housing for people experiencing homelessness or at risk of homelessness. The City also submitted a joint application with RH Community Builders and UpHoldings and were awarded $16,717,077 in Homekey 2 funds from the State of California to acquire and convert motels into affordable housing. The City was also awarded $5,070,057.68 through the State of California’s Encampment Resolution Fund Program. Funds are used to provide street outreach to people experiencing homelessness in encampments within a specified area in downtown. The funds are also used to provide shelter operations to house those individuals identified in the encampment and will also be used to acquire tiny houses to add 26 permanent housing units. The City also applied for a fourth allocation of the Homeless Housing Assistance and Prevention (HHAP) Program totaling $11,265,425.10. The City’s administration allocated $42 million of its funding through the American Rescue Plan Act (ARPA) for the development of affordable housing. One million dollars ($1,000,000) of that allocation will be used for a voucher assistance and/or landlord incentive program to ensure there are resources available to support permanent housing options for individuals as they exit emergency shelters or temporary housing. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 28 of 170 Anticipated Resources / Priority Table Table 10 - Anticipated Resources / Priority Table Program / Source Uses of Funds Expected Amount Available in Program Year Narrative Description CDBG / Public- Federal • Public Improvements • Public Services • Homeowner Rehab • Housing • Microenterprise Assistance • Fair Housing • Admin and Planning Annual Entitlement: $6,897,161 Anticipated funding will include entitlement grant funds Program Income: $0 Prior Year Resources: $1,350,596.03 Total: $8,247,757.03 Anticipated for Con Plan Years 4-5 $13,668,607 ESG / Public- Federal • Financial assistance • Overnight shelter • Rapid re-housing (rental assistance) • Rental assistance • Services • Transitional housing Annual Entitlement: $601,082 Anticipated funding consists of entitlement grant funds Program Income: $0 Prior Year Resources: $0 Total: $601,082 Anticipated for Con Plan Years 4-5 $1,199,114 HOME / Public- Federal • Acquisition • Multifamily rental new construction • Multifamily rental rehab • New constructions for ownership • Homebuyer assistance Annual Entitlement: $3,578,083 Anticipated funding will include entitlement grant funds Program Income: $0 Prior Year Resources: $0 Total: $3,578,083 Anticipated for Con Plan Years 4-5 $7,339,176 HOPWA / Public- Federal • Permanent housing in facilities • Permanent housing placement • STRMU • Short term or transitional housing facilities • Supportive services • TBRA Annual Entitlement: $990,192 Anticipated funding consists of entitlement grant funds Program Income: $0 Prior Year Resources: $0 Total: $990,192 Anticipated for Con Plan Years 4-5 $2,099,775 OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 29 of 170 Publicly Owned Land If appropriate, describe publicly owned land or property located within the jurisdiction that may be used to address the needs identified in the plan. In accordance with AB 1486, the City provides a notice of availability for surplus properties to be posted on the California Housing and Community Development (HCD) website and gives priority consideration to the development of affordable housing. Active and prior notices can be viewed at https://data.ca.gov/dataset/surplus-land-act-notices-of-availability-received. The City will continue to assess its inventory of publicly owned land for opportunities to meet the strategic needs of this plan, as well as offering notices of availability in advance of any disposition of City- owned property, placing particular emphasis on potential sites of affordable housing in areas of high opportunity. Additionally, the below land is noted as vacant on the City’s current inventory and will be assessed for inclusion in future notices and development opportunities. Table 11 - Vacant City-Owned Parcels APN ADDRESS LOT AREA ZIP ZONING 40305064T None Assigned 0.93 93611 NONE 40305066T 2999 E SHEPHERD AVE 0.72 93611 NONE 40305068T None Assigned 0.73 93611 NONE 45206225T None Assigned 0.05 93701 NONE 45214806T DIANA/LEWIS 0.06 93701 NONE 45206314T None Assigned 0.05 93701 NONE 45206608T None Assigned 0.05 93701 NONE 45214411T DIANA/LEWIS 0.13 93701 NONE 45222308T None Assigned 0.06 93701 NONE 47019611T 3590 E LIBERTY AVE 0.25 93702 Residential Single-Family, Medium Density 44507101T 3148 N FIRST 0.02 93703 Residential Multi-Family, Medium High Density 44513302T None Assigned 0.82 93703 Public and Institutional 44707521T 2929 N BARTON 0.09 93703 NONE 44727319T MCKINLEY/MAPLE 0.01 93703 NONE 45129716T 2035 E OLIVE # AVE 0.14 93703 Light Industrial 41706140T 5342 N ROOSEVELT AVE 0.09 93704 NONE 44308014T None Assigned 0.40 93704 Public and Institutional 44430308T 1011 E MCKINLEY AVE 0.17 93704 Park and Recreation 44212304ST WEBER/MCKINLEY 0.03 93705 NONE OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 30 of 170 APN ADDRESS LOT AREA ZIP ZONING 42520325 None Assigned 0.15 93705 NONE 44209021T None Assigned 0.93 93705 Park and Recreation 32615014S None Assigned 0.93 93706 NONE 32615027S None Assigned 0.09 93706 Commercial Highway and Auto 32616039T None Assigned 1.81 93706 Commercial Highway and Auto 45808049T 460 S HUGHES AVE 0.50 93706 NONE 45809063T None Assigned 2.25 93706 Park and Recreation 46404017T 1333 W WHITES BRIDGE AVE 2.62 93706 Open Space 46404068T None Assigned 1.06 93706 Open Space 46404085T None Assigned 0.72 93706 Open Space 46410207T None Assigned 0.11 93706 Corridor/Center Mixed Use 46410208T 2022 S WEST AVE 0.50 93706 Corridor/Center Mixed Use 46427237T 1212 S WEST AVE 1.05 93706 Residential Single-Family, Medium Low Density 46527301T 729 MERCED ST 0.02 93706 Park and Recreation 47713325T None Assigned 0.20 93706 Residential Single-Family, Medium Density 46413222T 105 W KEARNEY BLVD 1.24 93706 Park and Recreation 40642146ST HERNDON & VALENTINE 3.20 93711 Open Space 41525109S 2792 W SAN MADELE AVE 0.29 93711 NONE 40521707T None Assigned 0.80 93711 Open Space 30334322T None Assigned 0.08 93711 Commercial Regional 30334323T None Assigned 0.04 93711 Light Industrial 40513103ST 1588 W HERNDON AVE 2.18 93711 Residential Multi-Family, Medium High Density 40513104ST HERNDON & FRUIT 0.09 93711 Residential Multi-Family, Medium High Density 40513105ST HERNDON & FRUIT 0.02 93711 Residential Multi-Family, Medium High Density 40520415T None Assigned 0.46 93711 Open Space 40544012T None Assigned 0.15 93711 Open Space 40629165T None Assigned 1.58 93711 NONE 40641131ST HERNDON & VALENTINE 1.44 93711 Open Space 40648113T 6799 N MARKS AVE 0.44 93711 NONE 41619317T None Assigned 0.02 93711 NONE OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 31 of 170 APN ADDRESS LOT AREA ZIP ZONING 50021137T None Assigned 0.15 93711 Office 50021138T None Assigned 0.31 93711 Office; residential single-family, medium density 56801021T None Assigned 3.03 93720 Corridor/Center Mixed Use 56832329T 9883 N WILLOW AVE 0.67 93720 Residential Single-Family, Medium Low Density 56833438T None Assigned 0.67 93720 Residential Single-Family, Medium Low Density 57802009T None Assigned 6.24 93720 Residential Single-Family, Medium Low Density 40374415T None Assigned 0.78 93720 Residential Single-Family, Low Density 40375328T None Assigned 0.41 93720 Residential Single-Family, Low Density 40378134T WILLOW AND TEAGUE 0.85 93720 Residential Single-Family, Medium Low Density 40379412T 8611 N WILLOW AVE 0.64 93720 Residential Single-Family, Medium Low Density 56830343T 9403 N WILLOW AVE 1.14 93720 Residential Single-Family, Medium Low Density 56831426T None Assigned 1.26 93720 Residential Single-Family, Medium Low Density 56834425T 9627 N WILLOW AVE 0.69 93720 Residential Single-Family, Medium Low Density 56837420T None Assigned 0.70 93720 Residential Single-Family, Medium Low Density 56838069T 9205 N WILLOW AVE 0.97 93720 Residential Single-Family, Medium Low Density 47810219T None Assigned 0.34 93721 Light Industrial 47810220T None Assigned 0.45 93721 Light Industrial 48015202T None Assigned 0.14 93721 Light Industrial 32606035 None Assigned 3.00 93722 NONE 44204026T SHIELDS/MARKS 1.42 93722 Commercial General 50408128ST None Assigned 5.67 93722 Light Industrial 50408129ST None Assigned 3.07 93722 Light Industrial 50408145ST 6255 N BRYAN AVE 3.13 93722 Light Industrial 50508021ST 5965 N GOLDEN STATE BLVD 22.49 93722 Light Industrial 50508031ST 6255 W BULLARD AVE 2.48 93722 Light Industrial 50508036ST None Assigned 0.86 93722 Light Industrial 51134327ST None Assigned 0.30 93722 Residential Single-Family, Medium Low Density 43304041ST VALENTINE/WEBER 1.20 93722 Light Industrial 50317301T 7651 N SANTA FE AVE 0.66 93722 Residential Single-Family, Medium Low Density 50316131T None Assigned 0.58 93722 Park and Recreation OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 32 of 170 APN ADDRESS LOT AREA ZIP ZONING 51134121ST 5990 W ROBINSON AVE 0.16 93722 Residential Single-Family, Medium Low Density 50408130ST None Assigned 5.30 93722 Light Industrial 50408143ST 6157 N BRYAN AVE M/C 1.40 93722 Light Industrial 50508016T 6101 N GOLDEN STATE BLVD 4.05 93722 Light Industrial 50508017ST 6271 W BULLARD AVE 2.97 93722 Light Industrial 50508030ST None Assigned 2.48 93722 Light Industrial 50703048ST 6785 N BRAWLEY AVE 14.58 93722 Office; open space 50808202ST 5166 N MARKET ST 0.78 93722 Residential Single-Family, Medium Density 51135125ST 5980 W FEDORA AVE 0.49 93722 Residential Single-Family, Medium Low Density 51135201ST 5986 W DAYTON AVE P/S 0.28 93722 Residential Single-Family, Medium Low Density 51135225ST None Assigned 0.31 93722 Residential Single-Family, Medium Low Density 48151033ST None Assigned 0.49 93725 NONE 48130033ST 5344 E CHURCH AVE S/A 5.76 93725 Residential Single-Family, Medium Low Density 48111053T 2546 S WILLOW AVE S/A 1.03 93725 Residential Single-Family, low density 43613404T 4003 N FIRST ST P/S 0.13 93726 Residential Single-Family, Medium Low Density 43724102T 3502 N MILLBROOK AVE 0.10 93726 Residential Single-Family, Medium Density 43729053T SHIELDS/MILLBROOK 0.60 93726 Office; residential multi-family, medium high density 43729054T None Assigned 0.11 93726 Office 43814245T 3682 N DEARING AVE 3.03 93726 Open space; residential single- family, extremely low-density 49302001T None Assigned 7.37 93726 Open space; public and institutional 49402029T 4847 E SHIELDS AVE 14.40 93726 Office; public and institutional 49420301T 4988 E ANDERSEN AVE 0.26 93727 Light Industrial 49420303T 4998 E ANDERSEN AVE 0.28 93727 Light Industrial 49420305T 5006 E ANDERSEN AVE 0.28 93727 Light Industrial 49420307T 5012 E ANDERSEN AVE 0.28 93727 Light Industrial 49420309T 5018 E ANDERSEN AVE 0.28 93727 Light Industrial 49420311T 5024 E ANDERSEN AVE 0.30 93727 Light Industrial 49420313T 2589 N FINE AVE 1.97 93727 Light Industrial 49420317T 2588 N AIR FRESNO DR 1.15 93727 Light Industrial 49420319T 2694 N AIR FRESNO DR 1.46 93727 Light Industrial OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 33 of 170 APN ADDRESS LOT AREA ZIP ZONING 49622012T None Assigned 7.9 93727 Public and Institutional 31332107T None Assigned 0.46 93727 Residential Single-Family, Medium Low Density 31378115T None Assigned 0.06 93727 Residential Single-Family, Medium Low Density 31382049T None Assigned 0.15 93727 Residential Single-Family, Medium Low Density 31383613T None Assigned 0.09 93727 Residential Single-Family, Medium Low Density 31383614T None Assigned 0.09 93727 Residential Single-Family, Medium Low Density 31621611T 1551 S SUNNYSIDE AVE 0.05 93727 Residential Single-Family, Low Density 31643051T None Assigned 0.87 93727 Residential Single-Family, Medium Low Density 31644158T 1146 S ARMSTRONG AVE 0.25 93727 Residential Single-Family, Medium Low Density 46201023T None Assigned 1.61 93727 NONE 47403071T 5747 E ALTA AVE P/S 0.13 93727 Corridor/Center Mixed Use 48104039ST None Assigned 2.14 93727 Open Space 48153601T None Assigned 1.06 93727 Residential Single-Family, Medium Low Density 48147042T None Assigned 0.28 93727 Residential Single-Family, Low Density 49302035ST 4092 N CHESTNUT AVE 9.00 93727 Park and Recreation 49402019T None Assigned 1.03 93727 Public and Institutional 49403038ST None Assigned 0.92 93727 Light Industrial 49406050T None Assigned 0.31 93727 Light Industrial 49418020T 2880 N GROVE INDUSTRIAL DR S/A 2.18 93727 Light Industrial 49420213T 2537 N AIR FRESNO DR 1.18 93727 Light Industrial 49420426T 2560 N FINE AVE 4.30 93727 Light Industrial 49602409T 5795 E SHIELDS AVE P/S 2.02 93727 Light Industrial 49622004T None Assigned 33.65 93727 Open space; public and institutional 45021106T 929 N FRUIT AVE 0.21 93728 Residential Single-Family, Medium Density 45026003T 507 N THORNE AVE P 0.21 93728 Commercial Main Street 45126214T 1229 N LINDEN AVE 0.17 93728 Commercial Main Street 45205313T 1135 N BLACKSTONE AVE S/A 0.05 93728 Neighborhood Mixed Use 45211434T 724 E ELIZABETH ST 0.64 93728 Public and Institutional 57931030ST None Assigned 0.30 93730 Residential Single-Family, Medium Low Density 57624127ST None Assigned 0.52 93730 Residential Single-Family, Medium Low Density OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 34 of 170 APN ADDRESS LOT AREA ZIP ZONING 57801048T 10643 N WILLOW AVE 4.11 93730 Residential Single-Family, Medium Low Density 57801049T 10884 N WILLOW AVE 1.79 93730 Residential Single-Family, Medium Low Density 57922015ST None Assigned 0.29 93730 Public and Institutional OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 35 of 170 AP-20: Annual Goals and Objectives Goals Summary Information Table 12 - Goals Summary Information Goal Name Category Geographic Area Needs Addressed Funding Goal Outcome Indicator Homelessness and the Prevention of Homelessness Homeless Citywide Homelessness ESG: $556,001 HOPWA: $960,487 • Tenant-Based Rental Assistance/Rapid Rehousing: 113 households assisted • Transitional/short-term housing: 8 units • Public service activities for low/moderate-income housing benefit/homelessness prevention: 800 people assisted Safe and Affordable Housing Affordable Housing Citywide Affordable Housing CDBG: $2,757,870.61 HOME: $3,220,275 • Rental Units Constructed / Rehabilitated: 22 household housing units • Homeowner Housing Added / Rehabilitated: 30 household housing units • Land acquired for affordable housing development: 2 Public Infrastructure and Facilities Non-Housing Community Development / Non- Homeless Special Needs Citywide Public Infrastructure and City-Owned Facilities CDBG: $3,043,594.22 • Public Facility or Infrastructure Activities other than Low/Moderate Income Housing Benefit: 8,948 people assisted Community Services Non-Housing Community Development / Non- Homeless Special Needs Citywide Public Services CDBG: $991,860 • Public Services Activities other than Low/Moderate Income Housing Benefit: 1,055 people assisted; 18 businesses assisted Fair Housing Other: Fair Housing Citywide Promote Fair Housing CDBG: $35,000 • Outreach, education, and referral services for low- and moderate-income prospective home buyers and tenants. $35,000 from Administration funds Compliance Other: Administration Citywide Programmatic Compliance CDBG: $1,379,432.20 HOME: $357,808 ESG: $45,081 HOPWA: $29,705 • Full compliance with adopted Consolidated Plan, Annual Action Plans, Citizen Participation Plans, and all other applicable regulations (Federal, State, local, and HUD) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 36 of 170 Goal 1: Homelessness and the Prevention of Homelessness Provide assistance for the homeless and those at risk of becoming homeless through safe low- barrier shelter options, housing first collaborations, and associated supportive services. Projects funded through this Plan are expected to result in the following accomplishments: • Emergency Shelter & Street Outreach: o Poverello House – Homeless Outreach Progressive Engagement (HOPE): 800 people • Rapid Rehousing: o Poverello House – Rapid Rehousing Program: 14 people o WestCare – Project UNITE: 39 people • Homelessness Prevention: o WestCare – Project UNITE: 39 people • Short-Term Mortgage, Rental, and Utility Assistance: o WestCare – The Living Room: 40 households • Tenant-Based Rental Assistance: o WestCare – The Living Room: 20 households • Transitional or Short-Term Housing: o WestCare – The Living Room: 8 units Goal 2: Safe and Affordable Housing Improve access to affordable housing for low‐income and special needs households by partnering with interested developers to increase development of low-income and affordable housing in high opportunity areas, and by promoting the preservation and rehabilitation of existing affordable housing units. Projects funded through this Plan are expected to result in the following accomplishments: • Rental Units Constructed: o HOME-Assisted Projects: 22 household housing units • Homeowner Housing Added: o HOME-Assisted Projects: 2 household housing units • Homeowner Housing Rehabilitated: o City of Fresno – Senior Exterior Repair Program: 15 households assisted o Self-Help Enterprises – Housing Rehab Program: 15 households assisted Goal 3: Public Infrastructure and Facilities Promote quality of life and neighborhood revitalization through improvements to current public infrastructure and facilities, and by closing gaps in areas with aging, lower quality, or nonexistent public infrastructure and facilities. Projects funded through this Plan are expected to result in the following accomplishments: • Public Facility or Infrastructure Activities: o Rialto-Marks-Holland-Valentine Neighborhood Street Improvements: 6,153 people assisted (area benefit) o Knight Ave Street Improvements: 2,795 people assisted (area benefit) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 37 of 170 Goal 4: Community Services Provide services to low‐income and special needs households that develop human capital and improve quality of life. Projects funded through this Plan are expected to result in the following accomplishments: • Public Service Activities: o City of Fresno PARCS – Youth Recreation Programs: 400 people assisted o City of Fresno PARCS – Senior Recreation Programs: 500 people assisted o Central Valley Justice Coalition – Youth Advocacy and Mentorship Program for Preventing Human Trafficking: 120 people assisted o Marjaree Mason Center – Critical Services for Survivors of Domestic Violence: 35 people assisted • Microenterprises Assisted: o Chinatown Fresno Foundation – Open for Business: 18 microenterprises assisted Goal 5: Fair Housing Provide services to residents and housing providers to advance fair housing. Projects funded through this Plan are expected to result in the following accomplishments: • Administrative Activities: o Accomplishment information is not reported for administrative activities. The City will work with its subrecipients to identify appropriate reporting metrics related to outreach, education, and referral services for low- and moderate-income prospective home buyers and tenants Goal 6: Compliance Plan and administer funding for community development, housing, and homelessness activities with improved transparency, increased community involvement, and full compliance with federal regulations. Accomplishment activities are not reported for administrative activities; however the City’s goal is full compliance with adopted Consolidated Plan, Annual Action Plans, Citizen Participation Plans, and all other applicable regulations (Federal, State, and local). OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 38 of 170 AP-35: Projects Describe the reasons for allocation priorities and any obstacles to addressing underserved needs. The City’s allocation priorities reflect alignment to the 2020-2024 Consolidated Plan, and to the needs assessment conducted in support of the 2023 Annual Action Plan. The Consolidated Plan identified highest priority needs through data analysis, extensive community engagement, public survey results, consultation with stakeholders, and reviews of other plans and studies developed for the City and its region. The needs assessment conducted in support of the 2023 Annual Action Plan supported the Consolidated Plan allocation priorities and was used to inform the activities selected to address each priority. The key strategic priorities that emerged from the Consolidated Plan process that these projects are designed to address are listed below: Homelessness The 500 respondents to the Consolidated Plan Housing and Community Needs Survey ranked the City’s homelessness needs above all other types of needs surveyed. Additionally, public meeting participants frequently discussed needs related to homelessness. These included needs for more low-barrier shelter space, case management for people experiencing homelessness, job and skills training, drug/alcohol counseling, and shelters for LGBTQ people that are not coupled to requirements for religious participation. The 2023 Annual Action Plan needs assessment identified particular need among populations including domestic violence survivors, veterans, LGBTQ, deaf and hard-of-hearing, people with intellectual disabilities, youth, victims of human trafficking, and the elderly. Services of particular need identified included outreach utilizing social workers and psychologists to engage people experiencing homelessness; homeless prevention, diversion, emergency shelter, and rapid rehousing services; the provision of preventative services for residents with HIV/AIDS; increasing the number of low- and no-barrier shelters throughout the City with a focus on keeping families intact; tenant-based rental assistance, security deposits, and utility payments to house very low- and low-income residents; increasing the reach of the Multi-Agency Access Program (MAP) through a mobile program; and designating safe camp locations with wrap-around services. Applications which included these particular populations or services received additional points in accordance with the scorecard released with the NOFA. Affordable Housing Although two-bedroom rental prices have decreased year-over-year (-8.2%1) since January 2022, nearly three-in-five (57.5%) of Fresno renters are considered cost burdened – spending more than 30% of their household income on rent; nearly half (48.3%) of Fresno renters spend more than 35%2 according to the U.S. Census Bureau. 1 Zumper. (2023, January 30). Zumper National Rent Report. Retrieved from Zumper.com: https://www.zumper.com/blog/rental-price-data/ 2 Data Profiles. (2021). Retrieved from Census.gov: https://www.census.gov/acs/www/data/data-tables- and-tools/data-profiles/ OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 39 of 170 Compounding the housing affordability issue is the fact that home prices have increased far more drastically (52.2% from December 2017 to December 2022 1) than household income (20% from December 2017 to December 2022 2). The change in home prices translates to a staggering $149,6493 median increase during that time. Public meeting participants and stakeholders interviewed as part of the development of the Consolidated Plan identified a wide variety of needs related to housing affordability in the City. For many, the issue was primarily related to expanding the supply and improving the quality of rental housing. The needs assessment conducted in support of the 2023 Annual Action Plan further identified the particular need for owner-occupied home repair among people with disabilities, people who are deaf or hard-of-hearing, elderly people, and non-English speaking residents or residents with low English proficiency. Residents also conveyed the need for homebuyer assistance programs, funding additional programs which allow people to build their own home, further development of affordable multi-unit housing, encouraging mixed-income neighborhoods, creating tiny home villages in coordination with local religious institutions that own undeveloped land, housing specifically for those with mental health needs, rent stabilization regulations, and bureaucratic fast-lanes for affordable housing development. Applications which included these populations received additional points in accordance with the scorecard released with the Consolidated NOFA on December 19, 2022. Public Infrastructure & City-Owned Facilities Other than homelessness-related needs, street, road, and sidewalk improvements were ranked more highly than any other needs queried in the Consolidated Plan survey. Participants also ranked parks, gymnasiums, outdoor recreation space, and youth centers among the highest priorities just behind street, road, and sidewalk improvements. During the needs assessment conducted in support of the 2023 Annual Action Plan, residents strongly identified the need for street and sidewalk improvements in neighborhoods comprised predominantly of households with low- and moderate-incomes; access to free public Wi-Fi in low- and moderate-income neighborhoods; and the construction of water stations to provide clean drinking water, showers, restrooms, and laundry facilities in low- and moderate-income neighborhoods. The needs identified align with the 2020 Analysis of Impediments to Fair Housing Choice, and for this reason, additional points were awarded to applications which improved neighborhoods in locations designated as racially and ethnically concentrated areas of poverty (RECAPs) as defined by HUD and met the needs identified during the community needs assessment. 1 Realtor.com, Housing Inventory: Median Listing Price per Square Feet in Fresno, CA (CBSA) [MEDLISPRIPERSQUFEE23420], retrieved from FRED, Federal Reserve Bank of St. Louis; https://fred.stlouisfed.org/series/MEDLISPRIPERSQUFEE23420, February 14, 2023. 2 Data Profiles. (2021). Retrieved from Census.gov: https://www.census.gov/acs/www/data/data-tables- and-tools/data-profiles/ 3 The median home size in Fresno is 1,803 sq. ft. according to data compiled by American Home Shield. American Home Shield. (2022, May). The 2022 American Home Size Index. Retrieved from ahs.com: https://www.ahs.com/home-matters/real-estate/the-2022-american-home-size-index/ OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 40 of 170 Community Services Stakeholders and public meeting participants, including groups of seniors and teens, were instrumental in identifying these high-priority community services needs during the development of the Consolidated Plan. The Community Need Scorecard exercise used in public meeting settings generally shows these types of needs as lower priority than those related to homelessness and affordable housing, yet many of the activity types included in the description of this priority were nonetheless ranked highly by survey respondents. The top five public service needs ranked by survey respondents included drug abuse and crime prevention, child abuse prevention, afterschool services, employment training, and neighborhood deterioration. These needs were frequently named in public meeting settings as well. During the needs assessment conducted in support of the 2023 Annual Action Plan, residents identified particular need for afterschool enrichment programs with a focus on social interaction to combat the mental health impacts of COVID-19; enhanced programing for youth in existing parks and recreation centers; affordable childcare and daycare options for low- and moderate- income families; personal and professional development programs like money management, workforce training, and employment programs; recreation, nutrition, and social services for seniors; improving medical and mental health care access to include counseling and recovery programs for people with alcohol and/or substance abuse disorders; transportation services for low- and moderate-income people to attend medical, housing, and aid appointments; a location to allow people to shower, launder clothes, or obtain toiletries, clothing, etc.; a location to provide feminine hygiene products, referrals to supportive services, counseling, and dental services; and micro-enterprise assistance. Applications which included these services received additional points in accordance with the scorecard released with the Consolidated NOFA on December 19, 2022. In alignment with the needs assessment and the 2020 Analysis of Impediments to Fair Housing Choice, applications also received additional points if they benefited people primarily residing in racially and ethnically concentrated areas of poverty (RECAPs). Fair Housing Survey responses reveal a gap in the community’s understandings of fair housing and a need for greater education and enforcement around this subject. While 64% of respondents reported knowing their fair housing rights, fewer than half (45%) knew where to file a complaint of housing discrimination. Further, 20% of respondents (91 individuals) said they had experienced some form of housing discrimination since living in the City, with more than four in five of those instances going unreported. Stakeholder interviews further support this priority and particularly indicate wrongful evictions as a fair housing issue to be addressed. The 2023 needs assessment continued to support these needs, and for this reason, the 2023 Annual Action Plan includes funding for Fair Housing. The notice of funding availability will be developed in consultation with Fair Housing subject matter experts, and responsive to the needs identified by the Consolidated Plan, the 2020 Analysis of Impediments to Fair Housing Choice, and the 2023 needs assessment. Programmatic Compliance These are necessary administrative costs associated with ensuring effective coordination and delivery of services to City residents and compliance with federal regulations. Additionally, OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 41 of 170 during the needs assessment conducted in support of the 2023 Annual Action Plan, participants identified the need for increased outreach and community engagement. Project Summary Table 13 - Project Summary # Project Name 1 Affordable Housing Development - Land Acquisition 2 Housing Rehabilitation (Non-Profit) 3 Housing Rehabilitation Program Delivery 4 Senior Exterior Repair Program 5 Affordable Housing Development or Rehabilitation 6 Community Housing Development Organization (CHDO) Set-Aside 7 Non-Profit Public Services 8 Micro-Enterprise Assistance 9 PARCS Youth Recreation Programs 10 PARCS Senior Recreation Programs 11 Emergency Solutions Grant (ESG) 12 Housing Opportunities for People with AIDS/HIV 13 Neighborhood Street and Sidewalk Improvements 14 Demolition for Public Facility 15 CDBG Program Administration and Planning 16 HOME Program Administration 17 Housing Opportunities for People with AIDS/HIV Program Administration 18 Fair Housing OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 42 of 170 Table 14 - IDIS Entry: Land Acquisition IDIS Field IDIS Entry IDIS Project ID Number 1 Project Name Affordable Housing Development - Land Acquisition Target Area Citywide Goals Supported Safe and Affordable Housing Needs Addressed Affordable Housing Funding CDBG: $1,357,870.61 Description Acquire land for the development of safe and affordable housing Target Date 6/30/2024 Goal Indicators Homeowner housing rehabilitations: 15 household housing units Location Description Citywide Planned Activity 01: Acquisition of Real Property (24 CFR 570.201(e) Table 15 - IDIS Entry: Housing Rehabilitation (Non-Profit) IDIS Field IDIS Entry IDIS Project ID Number 2 Project Name Housing Rehabilitation (Non-Profit) Target Area Citywide Goals Supported Safe and Affordable Housing Needs Addressed Affordable Housing Funding CDBG: $700,000 Description Address the home repair, building systems, and housing rehabilitation needs of low-income homeowners: • Self-Help Enterprises - $700,000 Target Date 6/30/2024 Goal Indicators Homeowner housing rehabilitations: 15 household housing units Location Description Citywide Planned Activity 14A: Single-Unit Residential Rehabilitation (24 CFR 570.202) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 43 of 170 Table 16 - IDIS Entry: Housing Rehabilitation Program Delivery IDIS Field IDIS Entry IDIS Project ID Number 3 Project Name Housing Rehabilitation Program Delivery Target Area Citywide Goals Supported Safe and Affordable Housing Needs Addressed Affordable Housing Funding CDBG: $200,000 Description CDBG funds will pay for the delivery costs associated with housing rehabilitation targeted to income-eligible households Target Date 6/30/2024 Goal Indicators N/A Location Description 2600 Fresno Street, Room 3065, Fresno CA 93721 Planned Activity 14H: Rehabilitation Administration (24 CFR 570.202) Table 17 - IDIS Entry: Senior Exterior Repair Program IDIS Field IDIS Entry IDIS Project ID Number 4 Project Name Senior Exterior Repair Program Target Area Citywide Goals Supported Safe and Affordable Housing Needs Addressed Affordable Housing Funding CDBG: $500,000 Description CDBG funds to provide an exterior home repair program for low- moderate-income owner-occupied senior households. The repairs may include but are not limited to: health & safety, paint, windows, screens, water heaters, roofs, doors, minor electrical, accessibility, fencing, and lead hazards. Target Date 6/30/2024 Goal Indicators Homeowner housing rehabilitated: 15 household housing units Location Description Citywide Planned Activity 14A: Single-Unit Residential Rehabilitation (24 CFR 570.202) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 44 of 170 Table 18 - IDIS Entry: Affordable Housing Development or Rehabilitation IDIS Field IDIS Entry IDIS Project ID Number 5 Project Name Affordable Housing Development or Rehabilitation Target Area Citywide Goals Supported Safe and Affordable Housing Needs Addressed Affordable Housing Funding HOME: $2,683,562 Description HOME funds will be loaned to local affordable housing developers to finance the development or rehabilitation of single- or multi-family housing projects affordable to low-income households. Target Date 6/30/2025 Goal Indicators Units constructed: 22 household housing units Location Description To Be Determined Planned Activity Development/Rehabilitation of Affordable Housing Table 19 - IDIS Entry - Community Housing Development Organization Set-Aside IDIS Field IDIS Entry IDIS Project ID Number 6 Project Name Community Housing Development Organization (CHDO) Set-Aside Target Area Citywide Goals Supported Safe and Affordable Housing Needs Addressed Affordable Housing Funding HOME (CHDO): $536,713 Description HOME funds will be loaned to a qualified CHDO to finance the development of housing affordable to low-income households. Developments may be either rental or homebuyer. Target Date 6/30/2025 Goal Indicators Homeowner housing added: 2 household housing units Location Description To Be Determined Planned Activity Rental housing development or homebuyer housing development OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 45 of 170 Table 20 - IDIS Entry: Non-Profit Public Services IDIS Field IDIS Entry IDIS Project ID Number 7 Project Name Non-Profit Public Services Target Area Citywide Goals Supported Community Services Needs Addressed Community Services Funding CDBG: $195,149 Description CDBG funds will be provided to local non-profits to support programs that serve predominantly low- and moderate-income clientele. • Central Valley Justice Coalition - $89,441 • Marjaree Mason Center - $105,708 Target Date 6/30/2024 Goal Indicators Public service activities: 155 people assisted Location Description Citywide Planned Activity 05: Public Services (24 CFR 570.201(e)) Table 21 - IDIS Entry: Micro-Enterprise Assistance IDIS Field IDIS Entry IDIS Project ID Number 8 Project Name Micro-Enterprise Assistance Target Area Citywide Goals Supported Community Services Needs Addressed Community Services Funding CDBG: $40,000 Description Technical assistance or general support services to owners and developers of microenterprises. A microenterprise is a business with five or fewer employees, including the owner(s). Target Date 6/30/2024 Goal Indicators Public service activities: 18 micro-enterprises assisted Location Description Citywide Planned Activity 18C: Microenterprise Assistance (24 CFR 570.201(o)) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 46 of 170 Table 22 - IDIS Entry: PARCS Youth Recreation Programs IDIS Field IDIS Entry IDIS Project ID Number 9 Project Name PARCS Youth Recreation Programs Target Area Citywide Goals Supported Community Services Needs Addressed Community Services Funding CDBG: $316,000 Description CDBG funds will be used to operate the Youth Recreations program for youth ages 5 - 17 at community centers and neighborhood parks to improve quality of life for youth through recreation. Enrichment activities are included in areas like arts, theatre, dance, fitness, sports, and culinary arts. Target Date 6/30/2024 Goal Indicators Public service activities: 400 people assisted Location Description Various community centers in low/mod income areas, to potentially include: 1. Dickey Youth Development Center – 1515 E. Divisadero 2. Einstein Neighborhood Center – 3566 E. Dakota 3. Fink White Neighborhood Center – 535 S. Trinity Ave 4. Frank H. Ball Neighborhood Center – 760 Mayor Ave 5. Holmes Neighborhood Center – 212 S. First 6. Lafayette Neighborhood Center – 1516 E. Princeton 7. Maxie L Parks Community Center – 1802 E. California 8. Quigley Neighborhood Center – 808 W. Dakota 9. Romain Community Center – 745 N. First 10. Ted C. Wills Community Center – 770 N. San Pablo Planned Activity 05D: Youth Services (24 CFR 570.201(e)) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 47 of 170 Table 23 - IDIS Entry: PARCS Senior Recreation Programs IDIS Field IDIS Entry IDIS Project ID Number 10 Project Name PARCS Senior Recreation Programs Target Area Citywide Goals Supported Community Services Needs Addressed Community Services Funding CDBG: $480,711 Description CDBG funds will be used to provide recreational activities at up to 10 community centers in the City of Fresno for low- and moderate- income seniors ages 60 and older to improve quality of life and strengthen community resiliency. Activities include: arts and crafts, educational and skill building workshops, nutrition education, therapeutic recreation, gardening, special events and excursions. Target Date 6/30/2024 Goal Indicators Public service activities: 500 people assisted Location Description Various community centers in low/mod income areas, to potentially include: 1. Bulldog and 6th – 1343 E. Barstow 2. Inspiration Park - 5770 W. Gettysburg 3. Lafayette Neighborhood Park - 1516 E. Princeton Ave 4. The Link – McKinley and Blackstone - 1507 N Blackstone Ave 5. Mary Ella Brown Community Center - 1350 E. Annadale 6. Mosqueda Community Center - 4670 E. Butler Ave. 7. Pinedale Community Center - 7170 N. San Pablo Ave. 8. Romain Park – 745 N. First Street 9. Senior Citizens Village - 1917 S. Chestnut Ave. 10. Ted C. Wills Community Center - 770 N. San Pablo Ave. Planned Activity 05A: Senior Services (24 CFR 570.201(e)) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 48 of 170 Table 24 - IDIS Entry: Emergency Solutions Grant (ESG) IDIS Field IDIS Entry IDIS Project ID Number 11 Project Name Emergency Solutions Grant (ESG) Target Area Citywide Goals Supported Homeless and Homelessness Prevention Needs Addressed Homelessness Funding ESG: $601,082 Description ESG funds will be used to provide homeless prevention services, shelter assistance, street outreach, and rapid rehousing services for homeless people and people at risk of homelessness; and to provide Homeless Management Information Systems and Administration support for the grant program. • Poverello House – HOPE Team - $201,362 • Poverello House – Rapid Rehousing - $135,973 • WestCare California – Project UNITE - $218,666 • Administration - $45,081 Target Date 6/30/2024 Goal Indicators Street Outreach: 800 people assisted Rapid rehousing: 53 households assisted Location Description Citywide Planned Activity Street Outreach Homeless Prevention Rapid Rehousing Grant Administration and Oversight OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 49 of 170 Table 25 - IDIS Entry: Housing Opportunities for People with AIDS/HIV IDIS Field IDIS Entry IDIS Project ID Number 12 Project Name Housing Opportunities for People with AIDS/HIV Target Area Countywide Goals Supported Homeless and Homelessness Prevention Needs Addressed Homelessness Funding HOPWA: $960,487 Description HOPWA funds will be used to provide housing assistance and housing-related supportive services for people living with AIDS/HIV and their families. HOPWA funds will be used for supportive services, housing information and referral services, tenant-based rental assistance, short-term rent, mortgage, and utility assistance. • WestCare Living Room - $960,487 Target Date 6/30/2024 Goal Indicators Tenant-based rental assistance: 20 households assisted Short-Term Rental, Mortgage, and Utility Assistance: 40 people assisted Transition or Short-Term Housing: 8 housing units Location Description Citywide Planned Activity Supportive services HIV/AIDS Housing Operations Housing Information/Referral Tenant-Based Rental Assistance Short-Term Rent, Mortgage, and Utility Assistance Table 26 - IDIS Entry: Neighborhood Street and Sidewalk Improvements IDIS Field IDIS Entry IDIS Project ID Number 13 Project Name Neighborhood Street and Sidewalk Improvements Target Area Citywide Goals Supported Public Infrastructure and Facilities Needs Addressed Public Infrastructure and City-Owned Facilities Funding CDBG: $2,043,594.22 Description Neighborhood street and sidewalk improvements in low- and moderate-income neighborhoods to potentially include pavement reconstruction, sidewalk, curb, and gutter improvements. • Rialto-Marks-Holland-Valentine - $1,258,100 • Knight Ave Street Improvements - $785,494.22 Target Date 6/30/2024 Goal Indicators Public facility or infrastructure activities: 8,948 people assisted Location Description Low/Moderate Income Neighborhoods Planned Activity 03K: Street Improvements – 24 CFR 570.201(c) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 50 of 170 Table 27 - IDIS Entry: Demolition for Public Facility IDIS Field IDIS Entry IDIS Project ID Number 14 Project Name Demolition for Public Facility Target Area Citywide Goals Supported Public Infrastructure and Facilities Needs Addressed Public Infrastructure and City-Owned Facilities Funding CDBG: $1,000,000 Description Demolition of site acquired for the development of a senior center. Target Date 6/30/2024 Goal Indicators One building Location Description 4343 and 4323-4333 N Blackstone Planned Activity 04: Clearance and Demolition – 24 CFR 570.201(d) Table 28 - IDIS Entry: CDBG Program Administration and Planning IDIS Field IDIS Entry IDIS Project ID Number 15 Project Name CDBG Program Administration and Planning Target Area Citywide Goals Supported Compliance Needs Addressed Programmatic Compliance Funding CDBG: $1,379,432.20 Description Grant monitoring and administration, planning, historic preservation, and environmental assessments. Target Date 6/30/2024 Goal Indicators Stated goal: Full compliance with adopted Consolidated Plan, Annual Action Plans, Citizen Participation Plans, and all other applicable regulations (Federal, State, Local, and HUD) Location Description 2600 Fresno Street, Fresno CA 93721 Planned Activity 21A: General Administration (24 CFR 570.206) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 51 of 170 Table 29 - IDIS Entry: HOME Program Administration IDIS Field IDIS Entry IDIS Project ID Number 16 Project Name HOME Program Administration Target Area Citywide Goals Supported Compliance Needs Addressed Programmatic Compliance Funding HOME: $357,808 Description Grant administration and oversight of the program and HOME-funded projects. Target Date 6/30/2024 Goal Indicators Stated goal: Full compliance with adopted Consolidated Plan, Annual Action Plans, Citizen Participation Plans, and all other applicable regulations (Federal, State, Local, and HUD) Location Description 2600 Fresno Street, Fresno CA 93721 Planned Activity Grant monitoring and administration Table 30 - IDIS Entry: HOPWA Program Administration IDIS Field IDIS Entry IDIS Project ID Number 17 Project Name Housing Opportunities for People with AIDS/HIV Program Administration Target Area Citywide Goals Supported Compliance Needs Addressed Programmatic Compliance Funding HOPWA: $29,705 Description HOPWA funds will be used for administrative and compliance oversight activities associated with HOPWA-funded projects. Target Date 6/30/2024 Goal Indicators Stated goal: Full compliance with adopted Consolidated Plan, Annual Action Plans, Citizen Participation Plans, and all other applicable regulations (Federal, State, Local, and HUD) Location Description 2600 Fresno Street, Fresno CA 93721 Planned Activity Grant monitoring and administration OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 52 of 170 Table 31 - IDIS Entry: Fair Housing IDIS Field IDIS Entry IDIS Project ID Number 18 Project Name Fair Housing Target Area Citywide Goals Supported Fair Housing Needs Addressed Promote Fair Housing Funding CDBG: $35,000 Description CDBG administration funds will be used to support fair housing outreach, education, and referral services consistent with the recommended activities of the 2020 Analysis of Impediments to Fair Housing Choice. Target Date 6/30/2024 Goal Indicators Stated goal: Outreach, education, and referral services for low- and moderate-income prospective home buyers and tenants Location Description 2600 Fresno Street, Fresno CA 93721 Planned Activity 21D: Fair Housing Activities (24 CFR 570.206(c)) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 53 of 170 AP-50: Geographic Distribution Description of the geographic areas of the entitlement (including areas of low-income and minority concentration) where assistance will be directed. The 2020-2024 Consolidated Plan generally allocates CDBG, HOME, and ESG dollars according to low- and moderate-income (LMI) census tracts without specification of target areas. However, in alignment with the 2020 Analysis of Impediments to Fair Housing Choice, certain projects which are targeted to racially and ethnically concentrated areas of poverty (RECAPs) are given preference. These project types include public service activities, public infrastructure and facility improvements, and owner-occupied home repair programs. Affordable Housing development is prioritized in areas of opportunity. Geographic Distribution Table 32 - Geographic Distribution Target Area Percentage of Funds Citywide 100% Rationale for the priorities for allocating investments geographically The 2020-2024 Consolidated Plan does not formally identify any specific target areas. The City will invest resources throughout the City, with the understanding that most funding will go toward the improvement of predominantly low- and moderate-income residential areas identified as racially and ethnically concentrated areas of poverty (RECAPs) to include south Fresno. RECAPs are defined by HUD as areas where the poverty rate is 40% or more, and the non- white population is 50% or more. The number of RECAPs located within the City increased from 26 in 2000 to 40 in 2010. Residents and stakeholders who participated in the 2023 needs assessment strongly identified the need to invest in these communities through services and infrastructure while emphasizing the need to provide more housing options in areas of opportunity to provide services and amenities more equitably and increase access to opportunity for people with low- and moderate-incomes. HUD generally awards HOPWA funds on a regional basis to the largest city within a HOPWA- eligible region. Fresno, therefore, receives and administers HOPWA funding for the entirety of Fresno County, known as its “Eligible Metropolitan Statistical Area” or EMSA. The City is required to serve eligible people living anywhere within the EMSA and not just within City limits. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 54 of 170 AP-55: Affordable Housing Introduction The City anticipates expending a significant portion of its federal allocation dollars on the preservation and provision of affordable housing. Over the 2023 program year, the City anticipates partnering with affordable housing developers to support the construction of 22 units affordable to low- and moderate-income households. One-Year Goals for the Number of Households to Be Supported Note that the below totals represent the number of households to be supported using HOME funds only. Additional households will be supported through ESG, HOPWA, and CDBG funds for these activities as noted in the footnotes. Table 33 - Households Supported by Household Type Household Type Number of Households Supported Homeless 0 Non-Homeless 241 Special Needs 0 Total 24 Table 34 - Households Supported by Assistance Type Assistance Type Number of Households Supported Rental Assistance 02 The Production of New Units 24 Rehab of Existing Units 03 Acquisition of Existing Units 0 Total 24 1 30 non-homeless households to be assisted using CDBG funds 2 121 households to be assisted with ESG Rapid Rehousing, ESG rental assistance, HOPWA tenant- based rental assistance, HOPWA short-term rent, mortgage, and utility assistance, or HOPWA transitional/short-term housing 3 30 households to be assisted with CDBG-funded owner-occupied home repair programs through Self- Help Enterprises and the City of Fresno’s Senior Exterior Repair Program. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 55 of 170 AP-60: Public Housing Introduction Fresno residents are served by the Fresno Housing Authority, or Fresno Housing (FH). FH works to create vibrant communities, build quality-affordable housing, and empower nearly 50,000 residents throughout Fresno County to achieve their goals. The FH 2023 Annual Public Housing Agency (PHA) Plan identifies 448 traditional public housing units, many of which will undergo demolition, disposition, or conversion to Rental Assistance Demonstration (RAD) in coming years. Actions planned during the next year to address the needs to public housing The FH is continually planning for and working toward improvements to its existing housing as well as the development of new units. FH administers the Housing Choice Voucher Program, provides housing and service programs, and develops high-quality, affordable units with an emphasis on sustainability and aesthetic designs that uniquely fit the neighborhood. Within Fresno, there are currently ten new properties under development or planned for rehabilitation and construction for the next year. In its 2023 Annual Plan, FH contemplates several mixed- finance developments that would potentially draw upon a variety of financing options, including Public Housing Capital Funds, rental subsidy, Project Based Vouchers, Project Based Rental Assistance Vouchers, and/or Public Housing Operating reserves. The FH 2023 Annual Plan states that six of the city’s public housing sites are being considered for demolition or disposition and conversion to a different low-income housing type or community facility. These six sites are Desoto Gardens (28 units), Sequoia Courts (60 units), Sequoia Courts Terrace (78 units), Sierra Plaza (70 units), Fairview Heights Terrace (64 units), and Sierra Terrace (26 units). Nine sites are also planned for conversion under the RAD program between 2023 and 2024: Desoto Gardens (28 units), Sequoia Courts (60 units), Sequoia Courts Terrace (78 units), Sierra Plaza (70 units), Fairview Heights Terrace (64 units), Sierra Terrace (26 units), Yosemite Village II (69 units), Parc Grove Commons II (31 units), and Pacific Gardens (22 units). Conversion of these sites under the RAD program may include demolition, rehabilitation, or new construction at these sites. Actions to encourage public housing residents to become more involved in management and participate in homeownership FH currently offers a number of virtual activities for residents to increase their involvement, improve their health goals, and include efforts to assist residents with goals related to homeownership. FH has a small portfolio of single-family homes designated for sale as part of its Public Housing Homeownership Opportunities Program (HOP). Existing participants in HOP make monthly rental payments and a portion of those payments are deposited into a reserve to be used for down payment assistance upon their eventual purchase of the home. Participating families receive homeownership counseling and financial literacy training as they work toward purchasing their home. FH refers families inquiring about homeownership to HUD approved Local Housing Counseling agencies to pre-purchase housing counseling and financial management workshops. Families OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 56 of 170 are referred to resources regarding credit counseling and other homeownership ready workshops in the community as needed. If the PHA is designated as troubled, describe the manner in which financial assistance will be provided or other assistance Not applicable – the Fresno Housing Authority is not designated as “troubled.” OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 57 of 170 AP-65: Homeless and Other Special Needs Activities Introduction The City is covered by the Fresno Madera Continuum of Care (FMCoC), a network of service providers covering Fresno and Madera counties. The FMCoC brings together housing and service providers to meet the needs of individuals and families experiencing homelessness. Funding sources being utilized in the coordination of homelessness services include HUD entitlement funds, State of California Homeless Housing, Assistance, and Prevention (HHAP), one-time HUD COVID-19 emergency funds (CDBG-CV and ESG-CV), Federal Emergency Rental Assistance Funds, and State Emergency Rental Assistance Funds (through SB91). Describe the jurisdictions one-year goals and actions for reducing and ending homelessness including: Reaching out to homeless people (especially unsheltered people) and assessing their individual needs During the 2023 program year, the City will award new federal entitlement funding to organizations and/or projects for the following street outreach and emergency shelter activities: • Poverello House – HOPE Team (Homeless Outreach Progressive Engagement) • WestCare California – The Living Room • WestCare California – Project UNITE Federal entitlement funds will be used to complement existing street outreach, emergency shelter, and supportive services. The below totals represent funding planned to be used for these activities from July 1, 2019, through June 30, 2025 (excluding the new funds included in this plan): • $5,593,326 for Street Outreach, Homelessness Prevention, and Diversion – including funding for street outreach to Kings View and the Poverello House’s Homeless Outreach Progressive Engagement Team; homeless prevention and diversion to WestCare California’s Project UNITE program, and adding funding for tenant/landlord counseling • $88,682,857 for Emergency Shelter Services and Homeless Triage Centers – including funding for: the County of Fresno’s Joint COVID-19 homeless response providing 423 temporary beds through August 2021; Fresno Economic Opportunity Commission’s Homeless Youth Services, providing 6 beds; the Fresno Housing Authority’s Project Homekey shelter operations, providing 327 rooms; the City of Fresno’s acquisition and operation of the former Travel Inn site and at least one other site, providing at least 60 rooms; and funding for emergency shelter and rapid rehousing for victims of domestic violence The City’s Homeless Assistance Response Team (HART) also assists people who are experiencing homelessness in more qualitative ways. Their goals are to protect, assess, and connect unhoused people and families with permanent housing, resources, and a pathway out of homelessness; and manage street homelessness by providing compassionate, responsive, lawful, and effective outreach. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 58 of 170 Helping homeless people (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again The City will award new federal entitlement funding to nonprofit organizations for the following activities to prevent homelessness and to support people experiencing homelessness make the transition to permanent housing: • Poverello House – Rapid Rehousing Program • WestCare – Project UNITE • WestCare – The Living Room The City will also work to increase the availability of affordable housing in the City by using HOME funds to support the development of affordable housing, including housing for seniors and people with disabilities, and CDBG funds to provide housing rehabilitation for low-income homeowners and acquire land for the development of affordable housing. The City will also increase the availability of affordable housing for homeless individuals by using HOME-ARP funds to support the development of affordable rental housing. The federal entitlement funds will be used to complement existing transitional housing and rental assistance services. The below totals represent funding planned to be used for these activities from July 1, 2019, through June 30, 2025 (excluding the new funds included in this plan): • $38,298,504 for Transitional Housing and Rental Assistance – including funding for direct rental assistance to landlords on behalf of tenants facing financial hardship through the State and Federal Emergency Rental Assistance Programs; tenant-based rental assistance provided by the Fresno Housing Authority; a rapid rehousing program offered by Poverello House, and additional deposit assistance and rental assistance programs included as part of the Joint COVID-19 homeless response, and the Citywide emergency homeless response Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); or, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs. The City will award new federal entitlement funding to housing and service providers in the City to prevent homelessness in populations who are vulnerable or at risk of homelessness. The City will support the following homelessness prevention programs with federal entitlement funds during the program year: • WestCare – Project UNITE • WestCare – Living Room OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 59 of 170 The federal entitlement funds will be used to complement existing transitional housing and rental assistance services. The below totals represent funding planned to be used for these activities from July 1, 2019, through June 30, 2025 (excluding the new funds included in this plan): • $10,028,374 for Supportive Services – including funding for a mobile medical clinic to provide services to homeless individuals in underserved parts of the City; family services provided by Poverello House and Marjaree Mason Center; a homeless employment program provided by Fresno County Economic Opportunities Commission; and additional funding for navigation services for both the joint COVID-19 homeless response and the Citywide emergency homeless response OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 60 of 170 AP-70: HOPWA Goals Table 35 - HOPWA Goals HOPWA Activity Households Assisted Short-term rent, mortgage, and utility assistance to prevent homelessness of the individual or family (STRMU) 40 Tenant-based rental assistance (TBRA) 20 Units provided in permanent housing facilities developed, leased, or operated with HOPWA funds 0 Units provided in transitional short-term housing facilities developed, leased, or operated with HOPWA funds 8 Total 68 OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 61 of 170 AP-75: Barriers to Affordable Housing Actions planned to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment: The City will continue to implement activities that remove barriers to affordable housing, such as its 50% fee reduction for residential project permits in inner city areas like Downtown, Highway City, Pinedale, and Herndon Townsite. In 2021, the City’s fee waiver program waived $1.7 million in development fees for five infill projects. Twenty-six (26) of the 31 entitlement applications for downtown development were completed in less than 75 days, pursuant to the City’s development incentive timelines. The City’s Downtown Displacement Program continues with the production of a 2021 Here to Stay displacement prevention report that informed the One Fresno Housing Strategy, released in April of 2022. The One Fresno Housing Strategy contains 71 programs organized under the objectives of housing preservation, displacement prevention, and promotion of equity, with a special set of programs designed to shelter the unhoused. Programs that were adopted by the City Council in 2022 include: • Allocation of $1,950,000 to the Central Fresno Neighborhood Trust to prevent displacement, acquire, and rehabilitate 50 rental units. • Allocation of $222,500 to Central California Land Trust, a mechanism that allows for permanent affordability. • Allocation of an additional $2,000,000 to the City’s Eviction Protection Program. • Allocation of an additional $3,500,000 to the City’s recently created Local Housing Trust Fund. • Allocation of $5,000,000 to No Place Like Home for the Downpayment Assistance Program. • Allocation of $5,000,000 to No Place Like Home for the creation of two tiny home villages. • Allocation of $850,000 to Fresno City College to allow students to create 24 tiny homes for low-income households. To encourage the development of transit-oriented development and affordable housing, the City has zoned mixed use along transit corridors, and offers transit-oriented development (TOD) height and density bonuses which can be combined with a density bonus for affordable housing. In addition, in October 2021, a zone change removed the density caps in all five zone districts which allow mixed-use development, further incentivizing transit-oriented affordable housing development. Several affordable housing and transit-oriented development projects have been constructed or are in progress in the City, including the recently completed 88-unit affordable housing project called The Link (1661 Home Ave); and Alegre Commons, an affordable 42-unit multifamily project (130 W. Barstow Ave). Projects in the pipeline include Hagaman Apartment Complex, a 17-unit affordable housing project (1015 E Home Ave); the Monarch, an affordable 57-unit multifamily project in Chinatown (1101 F St); and Clinton Family Apartments, an affordable 78-unit multifamily project (1538 E. Clinton Ave). OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 62 of 170 AP-85: Other Actions Introduction This section details the City’s actions planned to ensure safe and affordable housing for its residents, along with plans to meet underserved needs, reduce poverty, develop institutional structure, and enhance coordination between public and private sector housing and community development agencies. Actions planned to address obstacles to meeting underserved needs The City will continue to coordinate with the Fresno Madera Continuum of Care and the County of Fresno on a comprehensive coordinated homeless housing and services delivery system that assists people experiencing homelessness in making the transition from homelessness to independent or supportive permanent housing, and in accessing education, physical and mental health services, employment training, and life skills development. The City will also continue to identify new funding sources to improve infrastructure and public services activities in areas of the City experiencing the greatest need. Examples include the financing and construction of a senior center with affordable senior housing, the development of an Enhanced Infrastructure Financing District, and catalyzing projects implemented as part of the Transformative Climate Communities (TCC) Program. The City’s Proactive Rental Housing Inspection Program and Reactive Rental Housing Teams will continue to address rental housing quality through baseline inspections and rental registry development. In April 2022, the City announced its One Fresno Youth Jobs Corps Program which utilized a $7.4 million grant from the State of California and California Volunteers to hire youth ages 16-30 years old, pay them a living wage, and provide training and wrap-around services. The goal of the program is to provide job training, case management, and mentorship to the city’s most vulnerable youth. Actions planned to foster and maintain affordable housing The City will fund multiple programs to foster housing affordability, including continuing to use HOME and State of California Permanent Local Housing Allocation (PLHA) funds to support development of affordable housing through partnerships with affordable housing developers and community housing development organizations. The City will also continue to support applications and provide technical assistance to developers utilizing low-income housing tax credits (LIHTC), and continuously identify and pursue other potential funding sources and strategies to encourage the development of affordable housing. In addition to specific programs designed to foster and maintain affordable housing, the City will review its zoning ordinances for prospective barriers to affordable housing development and make amendments as needed. The City received a Local Early Action Planning (LEAP) grant to prepare a successful affordable housing trust fund proposal. The City established a local housing trust fund and received an award from the State of California for matching funds resulting in an additional $5 million for affordable housing development. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 63 of 170 The City was also made eligible for an additional $11.9 million in federal entitlement funds under the American Rescue Plan Action through the HOME-ARP program to address affordable housing and mitigate the effects of COVID-19 amongst the City’s most vulnerable populations. The City has also allocated portions of its ARPA funds for the development of affordable housing ($54.2 million) and a voucher assistance program ($1 million). Furthermore, the City allocated $3 million in general funds for an affordable housing development project. Actions planned to reduce lead-based paint hazards The City will continue to conduct lead-based paint inspections and, if a hazard is found, remediation. These actions will both reduce lead exposure risk and help to maintain the City’s older, lower, and moderately priced housing. Any housing rehabilitation activities conducted using HOME and CDBG funds will continue to monitor closely for any potential lead exposure. Actions planned to reduce the number of poverty-level families One of the City’s primary goals is to reduce the number of individuals who are homeless. The City will continue to collaborate with the FMCoC and the County to coordinate with homeless, housing, and service providers, particularly in the implementation of the City’s COVID-19 homelessness response and emergency homeless response, and annual homelessness entitlement programs. The City assists individuals who are homeless or at risk of homelessness through its partnerships with non-profit agencies that provide job search and resume assistance and connections to workforce development opportunities, as well as emergency shelter; transitional housing; and services such as food, clothing, and childcare. Another goal of City is to increase the development of affordable housing. As such, the City will also continue to focus on the development of affordable housing, both multi-family rental and single-family home ownership, that is located near transportation to help poverty-level families access more employment opportunities, while lowering transportation and housing costs. The City has multiple funding sources, in addition to its own general fund dollars, that will help support its goal to increase the number of affordable housing units including: CDBG, HOME, ARPA, PLHA, and LHTF. Actions planned to develop institutional structure The City has developed a robust administrative structure to manage its CDBG, HOME, ESG, and HOPWA funds. The City’s Housing and Community Development Division (HCDD) staff continues to seek online and in-person training to improve and enhance their knowledge of federal and state requirements. HCDD also requires its subrecipients, CHDOs, and contractors to participate in annual technical assistance to ensure compliance with regulations. HCDD also has a staff position dedicated to compliance activities to enhance its monitoring roles and responsibilities. Additionally, the City’s citizen participation process is designed to make engaged and informed citizens a vital part of the institutional structure. City plans focused on affordable housing, homelessness, and workforce development provide overarching goals and frameworks for collaboration among agencies and the use of federal, state, local, and other funding. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 64 of 170 Actions planned to enhance coordination between public and private housing and social service agencies The City will continue to participate as a member of the FMCoC and coordinate with other jurisdictional leaders and non-profit partners. The City will also enhance coordination between public and private housing and social service agencies both programmatically by coordinating the planning of available funds and through individual initiatives, such as the City’s HART Team. The City’s HART Team partners with local homeless providers, Fresno Police Department, CalTrans, and others to address homeless encampments living in dangerous conditions, such as along the City’s highways, connecting individuals with services and emergency shelter. Many of the individuals are offered emergency shelter along Parkway Drive, where multiple hotels and motels were acquired by either the City or Fresno Housing Authority using State of California Project Homekey funds or City CARES Act funds, operated by various service providers in part utilizing ESG-CV and CDBG-CV funds. To continue to grow and strengthen the relationship with the Fresno Housing Authority, the City focused on the creation of the Voucher Incentive Program. On December 9, 2021, the City Council elected to use a portion of the City’s State and Local Fiscal Recovery Funds (SLFRF) allocation under the American Rescue Plan Act (ARPA) to support the COVID-19 public health and Economic Response by addressing the impact on low-income households by using funds to help increase the supply of affordable housing. As part of the fiscal year 2023 budget planning cycle efforts, the City allocated $42 million of ARPA funds to support the execution of the One Fresno Housing Strategy. The Voucher Incentive Program aims to assist up to 500 existing, low-income housing voucher holders who are unable to find a lease and leverage existing vouchers. The program will be implemented by the Fresno Housing Authority. The Voucher Incentive Program will establish a signing incentive designed to attract new partner landlords and new affordable units in high opportunity areas, assist tenants with deposits and credit checks, establish a damage repair fund, and offer vacancy loss payments. The Voucher Incentive Program does not create a new voucher system, but it improves leasing success rates for existing voucher holders and assists low-income families through a variety of program elements. Signing incentives will encourage new landlords to join the Fresno Housing Authority and rent to voucher holders. The program incentivizes housing units that are made available in high opportunity neighborhoods or small areas where fair market rent payment is standard. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 65 of 170 AP-90 Program Specific Requirements Introduction Projects planned with CDBG funds expected to be available during the year are identified in the Projects Table (see AP-35). The following identifies program income that is available for use that is included in projects to be carried out. Community Development Block Grant Program (CDBG) Reference 24 CFR 91.220(l)(1) Table 36 - CDBG Program Income Program Income Type Program Income 1. The total amount of program income that will have been received before the start of the next program year and that has not yet been reprogrammed $0 2. The amount of proceeds from section 108 loan guarantees that will be used during the year to address the priority needs and specific objectives identified in the grantee's strategic plan $0 3. The amount of surplus funds from urban renewal settlements $0 4. The amount of any grant funds returned to the line of credit for which the planned use has not been included in a prior statement or plan. $0 5. The amount of income from float-funded activities $0 Total Program income $0 Other CDBG Requirements Table 37 - Other CDBG Requirements Program Income Type Program Income 1. The amount of urgent need activities 0 2a. The estimated percentage of CDBG funds that will be used for activities that benefit people of low and moderate income. 100% 2b. Specify the years covered that include this Annual Action Plan. 2023 HOME Investment Partnerships Program (HOME) Reference 24 CFR 91.220(l)(2) 1. A description of other forms of investment being used beyond those identified in Section 92.205 is as follows: The City will not employ other forms of investment beyond those identified in Section 92.205. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 66 of 170 2. A description of the guidelines that will be used for resale or recapture of HOME funds when used for homebuyer activities as required in 92.254, is as follows: The City will use the recapture provisions in all cases where a homebuyer subsidy exists. For HOME-funded homebuyer assistance loans, the Promissory Note, Deed of Trust, Declaration of Restrictions, and the Homebuyer Agreement are the enforcement mechanisms for the City's recapture provisions. The City will enforce minimum periods of affordability based on the amount of homebuyer subsidy provided to the buyer of not less than: • Five years for less than $15,000, • Ten years for between $15,000-$40,000, and • Fifteen years for more than $40,000. Recapture provisions are based on 24 CFR 92.254 (a) (5) (ii), which stipulates the conditions for recapture of the HOME investment used to assist low-income families in purchasing a home. Homebuyer recapture provisions are included in the recorded deed of trust that secures a HOME loan note, or as a deed restriction rider. This requires recapture of funds if the home does not continue to be the borrower’s principal residence or if all or any part of the property or any interest in it is sold, rented, conveyed, or transferred during the affordability period. Recapture provisions also stipulate that only the direct subsidy to the homebuyer is subject to recapture, which includes down payment assistance, closing cost, other home assistance provided directly to homebuyer, and the difference between fair market value and the sales price. The net proceeds are the sale price minus the senior loan repayment (other than HOME funds) and any closing costs. If the net proceeds are not sufficient to recapture the full HOME investment plus enable the homeowner to recover the amount of the homeowner’s down payment and any capital improvement investment made by the owner since the purchase, the City may share the net proceeds. The net proceeds may be divided proportionally between the City and the homeowner as set forth in the following mathematical formulas: (𝐻𝐻𝐻𝐻𝐻𝐻𝐻𝐻 𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠 𝑥𝑥 𝑁𝑁𝑁𝑁𝑁𝑁 𝑝𝑝𝑝𝑝𝑝𝑝𝑝𝑝𝑁𝑁𝑁𝑁𝑠𝑠𝑠𝑠)(𝐻𝐻𝐻𝐻𝐻𝐻𝐻𝐻 𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠+𝐻𝐻𝑝𝑝𝐻𝐻𝑁𝑁𝑝𝑝𝐻𝐻𝐻𝐻𝑁𝑁𝑝𝑝 𝑠𝑠𝐻𝐻𝑖𝑖𝑁𝑁𝑠𝑠𝑁𝑁𝐻𝐻𝑁𝑁𝐻𝐻𝑁𝑁)=𝐻𝐻𝐻𝐻𝐻𝐻𝐻𝐻 𝑎𝑎𝐻𝐻𝑝𝑝𝑠𝑠𝐻𝐻𝑁𝑁 𝑁𝑁𝑝𝑝 𝑠𝑠𝑁𝑁 𝑝𝑝𝑁𝑁𝑝𝑝𝑎𝑎𝑝𝑝𝑁𝑁𝑠𝑠𝑝𝑝𝑁𝑁𝑠𝑠 (𝐻𝐻𝑝𝑝𝐻𝐻𝑁𝑁𝑝𝑝𝐻𝐻𝐻𝐻𝑁𝑁𝑝𝑝 𝑠𝑠𝐻𝐻𝑖𝑖𝑁𝑁𝑠𝑠𝑁𝑁𝐻𝐻𝑁𝑁𝐻𝐻𝑁𝑁 𝑥𝑥 𝑁𝑁𝑁𝑁𝑁𝑁 𝑝𝑝𝑝𝑝𝑝𝑝𝑝𝑝𝑁𝑁𝑁𝑁𝑠𝑠𝑠𝑠)(𝐻𝐻𝐻𝐻𝐻𝐻𝐻𝐻 𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠𝑠+𝐻𝐻𝑝𝑝𝐻𝐻𝑁𝑁𝑝𝑝𝐻𝐻𝐻𝐻𝑁𝑁𝑝𝑝 𝑠𝑠𝐻𝐻𝑖𝑖𝑁𝑁𝑠𝑠𝑁𝑁𝐻𝐻𝑁𝑁𝐻𝐻𝑁𝑁 )=𝐴𝐴𝐻𝐻𝑝𝑝𝑠𝑠𝐻𝐻𝑁𝑁 𝑁𝑁𝑝𝑝 ℎ𝑝𝑝𝐻𝐻𝑁𝑁𝑝𝑝𝐻𝐻𝐻𝐻𝑁𝑁𝑝𝑝 In the event of foreclosure, the amount subject to recapture is based on the amount of net proceeds (if any) from the foreclosure sale. 3. A description of the guidelines for resale or recapture that ensures the affordability of units acquired with HOME funds-see 24 CFR 92.254(a)(4)-are as follows: The City does not use its HOME Program funds to refinance existing debt for multifamily housing projects. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 67 of 170 4. Plans for using HOME funds to refinance existing debt secured by multifamily housing that is rehabilitated with HOME funds along with a description of the refinancing guidelines required that will be used under 24 CFR 92.206(b), are as follows: The City does not provide HOME funds for the refinancing of multi-family housing. Emergency Solutions Grant (ESG) Reference 91.220(l)(4) 1. Include written standards for providing ESG assistance (may include as attachment) The City will continue to work cooperatively with Fresno County and the Fresno Madera Continuum of Care (FMCoC) to update the ESG Policies and Procedures. A copy of the current document is included in Appendix D. In addition, the City, Fresno County, and FMCoC are also continuing to update and document written standards. 2. If the Continuum of Care has established centralized or coordinated assessment system that meets HUD requirements, describe that centralized or coordinated assessment system. The Homeless Management Information System (HMIS) is used by all local homeless providers participating in the FMCoC. HMIS is a database used to track performance and outcomes for the agencies. As the HMIS Lead of the FMCoC, the Fresno Housing Authority plays a critical role in coordinating the annual Point-in-Time Count (PITC), collecting data, and distributing results from the annual count. The work of the Fresno Housing Authority in this regard meets and exceeds HUD requirements for the implementation and compliance of Homeless Management Information System Standards. The FMCoC’s Coordinated Entry System utilizes a common assessment tool – the Vulnerability Index (VI). The VI gave the community a way to identify and triage individuals most at risk. The VI was enhanced to the Vulnerability Index Service Prioritization Decision Assistance Tool (VI- SPDAT), which further triaged individuals’ priority for housing and other services. All member agencies of the FMCoC have committed to using both the assessment tool and the Coordinated Entry System managed in partnership by FMCoC members. The assessment system is a client-centered process that streamlines access to the most appropriate housing interventions for individuals or families experiencing homelessness. The Multi-Agency Access Program (MAP) Point at the Poverello House was the first coordinated physical entry point collectively developed by the Community Conversations stakeholder group. The MAP Point at the Poverello House serves as a physical location of the Coordinated Entry System. The program has proved successful in its first two years and has begun expansion. Main components of this process include: 1. Assessment 2. Navigation and case conferencing 3. Housing referral with choice 4. Data collection and communication OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 68 of 170 3. Identify the process for making sub-awards and describe how the ESG allocation is made available to private nonprofit organizations (including community and faith- based organizations). The City issued a request for applications for the 2023-2024 program year. Prior to this release, the City consulted with the FMCoC on the needs of homeless in the community and the best use of ESG funds per category. Through the 2023 community needs assessment, the City has determined the following priorities: • Outreach organizations utilizing social workers and psychologists to engage people experiencing homelessness to assist them with finding services and resources • Homelessness prevention, diversion, emergency shelter, and rapid re-housing services for homeless and potentially homeless individuals and families • Provide homeless and homeless prevention services for residents with HIV/AIDS • Increasing the number of low- and no-barrier shelters throughout the City with a focus on keeping families in-tact • Tenant-based rental assistance, security deposits, and utility payments to house very low and low-income residents • Services for special populations including but not limited to victims of domestic violence or human trafficking, veterans, youth aging out of foster care • Multi-Agency Access Program (MAP) Point pilot program to increase mobile MAP Point availability • Safe camp locations with wrap-around services Proposals that propose to provide these priorities were given additional points in the scoring process. Proposals providing ESG services to populations outside of the identified high priority populations or which included other services for homeless people were also considered for funding. Applicants could propose to provide all or a portion of the ESG eligible activities stated above. Qualified/eligible vendor(s) are those agencies that are State certified non-profit entities, validly existing in California, with a tax-exempt IRS determination letter, as of the date the application is submitted, or public agencies that are qualified to receive ESG funds under applicable federal rules. Qualified/eligible vendors are those that have experience serving the beneficiary populations and experience utilizing federal, state, and/or local funding. The release date for the Consolidated NOFA was presented at each community needs workshop, and the NOFA was published on the City’s website, promoted on social media, and distributed to an electronic distribution list of over 500 e-mail addresses. 4. If the jurisdiction is unable to meet the homeless participation requirement in 24 CFR 576.405(a), the jurisdiction must specify its plan for reaching out to and consulting with homeless or formerly homeless individuals in considering policies and funding decisions regarding facilities and services funded under ESG. During the development of the 2023-2024 Annual Action Plan, the City consulted with the FMCoC in making decisions related to ESG funds. The FMCoC includes representation from OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 69 of 170 the homeless community, which meet the homeless participation requirement in 24 CFR 576.405(a). 5. Describe performance standards for evaluating ESG. The following performance standards are outlined in the City’s adopted written policies; however, updates to the standards are currently under way: • Increase the percentage of participants in temporary housing placements (e.g. emergency shelter, transitional housing, and bridge housing) into permanent housing by 10% over the prior program year. • Increase the number of participants who entered an employment program with no income and exited the program with earned income or an alternate source of income. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 70 of 170 Appendix A: Public Notices and Citizen Outreach In support of the 2023 Annual Action Plan, the City completed the following key citizen participation and consultation activities. Public Notice & Workshop/Hearing Promotion The City issued a public notice on October 17, 2022. The Public Notice included information about the HUD CPD programs to be funded through the 2023-2024 Annual Action Plan, the priorities of the 2020-2024 Consolidated Plan, and a schedule of activities including the Community Meetings, Public Hearings, Notice of Funding Availability, Comment Period, and City Council consideration. The City distributed the notice along with flyers and social media promoting participation in the workshops in October and November 2022. On November 16, 2022, the City issued a second public notice adjusting the Public Hearing date to December 1, 2022. The Notice & Workshop/Hearing Promotional materials were distributed through the following methods: • Public Notice in the Fresno Bee • English and Spanish public notices posted to websites of the City Clerk and Housing and Community Development Division (HCDD) • Public notice promoting workshops and hearing emailed to HCDD’s distribution list (500+ recipients) • Facebook, Twitter, and NextDoor posts in English, Spanish, Hmong, and Punjabi directing residents to a flyer promoting the workshops (8,813 reach, 15,758 impressions; 368 engagements) • Digital flyers in English, Spanish, Hmong, and Punjabi distributed to Fresno Unified, Central Unified, and Sanger Unified school district families • Digital flyers posted to online calendars for local media outlets: KMPH Fox 26, KFSN ABC30 Action News, YourCentralValley (KSEE/NBC, KGPE/CBS) • Door-to-door flyer distribution in English, Spanish, Hmong, and Punjabi in the area surrounding the Ted C. Wills Neighborhood Center Community Needs Consultation Questionnaire The City prepared a questionnaire which was distributed to all organizations that were consulted in 2020, 2021, and 2022 Annual Action Plans/Consolidated Plans, as well as any organizations that participated in the 2022 Notice of Funding Availability, or residents who signed up for the HCDD email distribution list. A link was provided to complete the questionnaire using an online survey tool. The objective was to collect as much information as possible regarding community needs from subject matter experts and community leaders representing a broad array of City constituents. As each questionnaire was completed, an email template was sent out to be forwarded to their friends, family, and constituents inviting them to participate in the upcoming community meetings and public hearing. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 71 of 170 Community Needs Workshops Five in-person and four virtual community needs workshops were held between October 27, 2022, and November 28, 2022. The workshops were hosted at Romain Neighborhood Center, Teague Elementary School, Ted C. Wills Neighborhood Center, Mosqueda Neighborhood Center, Legacy Commons, and on the Zoom platform. The meetings featured a presentation regarding the Annual Action Plan followed by facilitated break-out rooms. All sessions featured Spanish, Punjabi, Hmong, and American Sign Language interpretation. In total, 94 people attended the meetings. Community Needs Public Hearing A Public Hearing was held before the Council of the City of Fresno on December 1, 2022, at 10:05 AM. Spanish, Hmong, and ASL interpretation was provided. The City Council received 4 public comments. Notice of Funding Available The City released a Notice of Funding Availability (NOFA) on December 19, 2022, for five project types: homeless & homelessness prevention, community services, owner-occupied rehabilitation, fair housing, and infrastructure and facility improvements. Applications were requested from City departments, units of local government, and non-profit organizations. Availability of the notice was promoted at community workshops, on the City’s social media pages, noticed in the Fresno Bee, and emailed to a distribution list of 500+ stakeholders and residents who had signed up to receive updates from the City’s Housing and Community Development Division. The NOFA was supported with a detailed handbook and four virtual webinars which were recorded and posted to the City’s website for continued access. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 72 of 170 Public Outreach Exhibits Fresno Bee Public Notice – October 17, 2022 OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 73 of 170 Fresno Bee Public Notice 2 – November 16, 2022 OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 74 of 170 Public Notice 1 – City Clerk Website, HCDD Website, Email Distribution (1 of 6) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 75 of 170 Public Notice 1 – City Clerk Website, HCDD Website, Email Distribution (2 of 6) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 76 of 170 Public Notice 1 – City Clerk Website, HCDD Website, Email Distribution (3 of 6) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 77 of 170 Public Notice 1 – City Clerk Website, HCDD Website, Email Distribution (4 of 6) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 78 of 170 Public Notice 1 – City Clerk Website, HCDD Website, Email Distribution (5 of 6) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 79 of 170 Public Notice 1 – City Clerk Website, HCDD Website, Email Distribution (6 of 6) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 80 of 170 Public Notice Email (1 of 5) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 81 of 170 Public Notice Email (2 of 5) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 82 of 170 Public Notice Email (3 of 5) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 83 of 170 Public Notice Email (4 of 5) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 84 of 170 Public Notice Email (5 of 5) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 85 of 170 Community Needs Questionnaire – Email OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 86 of 170 Social Media Posts Promoting Workshops and Hearings – Facebook (1 of 3) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 87 of 170 Social Media Posts Promoting Workshops and Hearings – Facebook (2 of 3) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 88 of 170 Social Media Posts Promoting Workshops and Hearings – Facebook (3 of 3) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 89 of 170 Social Media Posts Promoting Workshops and Hearings – Twitter (1 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 90 of 170 Social Media Posts Promoting Workshops and Hearings – Twitter (2 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 91 of 170 Flyer Promoting Workshops and Hearing - English OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 92 of 170 Flyer Promoting Workshops and Hearings – Spanish OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 93 of 170 Flyer Promoting Workshops and Hearings – Hmong OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 94 of 170 Flyer Promoting Workshops and Hearings – Punjabi OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 95 of 170 City of Fresno Website (1 of 6) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 96 of 170 City of Fresno Website (2 of 6) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 97 of 170 City of Fresno Website (3 of 6) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 98 of 170 City of Fresno Website (4 of 6) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 99 of 170 City of Fresno Website (5 of 6) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 100 of 170 City of Fresno Website (6 of 6) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 101 of 170 Community Needs Questionnaire – Web Form (1 of 4) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 102 of 170 Community Needs Questionnaire – Web Form (2 of 4) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 103 of 170 Community Needs Questionnaire – Web Form (3 of 4) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 104 of 170 Community Needs Questionnaire – Web Form (4 of 4) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 105 of 170 Appendix B: Citizen Input and Public Comments The City endeavored to gather feedback from community members and stakeholder organizations about activity ideas identified to assist the City in meeting the goals outlined in the 5-Year Consolidated Plan in 2020. Community members were invited to vote on suggestions at virtual and in-person meetings. The goals, and activity suggestions, are outlined below to provide a high-level overview of input received. Public Infrastructure and Facilities • Most Popular Suggestions o Utilizing small, unused land to create small, localized parks in low-income areas o Install and maintain railroad crossing gates and signals in the Shields and Golden State area o Building water stations throughout the city, including:  Clean drinking water  Showers  Restrooms  Laundry o Additional water parks at unused City-owned plots of land o Public Wi-Fi  Printing  Public phones  Locations at each school  At Ashlan and West o Improvements at McKinley/99, Chestnut/Shields, anywhere in West Fresno • Additional Suggestions o Street improvements at Belmont in Southwest Fresno o LED streetlight upgrades in the 93723 ZIP code o Additional/Expanded community centers o Ashlan South – Romain Park Area (E Kearny and S Throne) there are potholes and ADA improvement opportunities o Street improvements at Tenaya Middle School o Crosswalks and improved lighting at Bullard next to Fresno State o ADA-compliant restrooms at Ted C. Wills Fair Housing/Compliance • Most Popular Suggestions o Landlord/owner education on vouchers o More incentives to accept Section 8 vouchers o Landlord and tenant education o Education about the Annual Action Plan process via trusted messengers like pastors or CBO leaders  Work with Office of Community Affairs and place-based organizations o Report out environmental impact of development throughout Fresno • Additional Suggestions OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 106 of 170 o Assistance with helping tenants to understand lease terms o Improved outreach via social media (paid advertisements) o Outreach via water bill inserts o Eviction Protection Program continuation o Focus on LGBTQ+ rights in housing o Regular roundtable meeting with community leaders o Increased online access to ongoing/current information  Better promotion of ongoing/current info via social media o Landlord registry to combat slumlord issues o Fair Housing hotline Public Services • Most Popular Suggestions o Afterschool programs  For K-6th grade students  Activities to promote social interaction to combat mental health impacts of COVID-19  School supplies (provided on an ongoing basis), study/tutoring opportunities to better prepare students for school o Women services/health center to provide:  A place to pick up feminine hygiene products, referrals, advice, and support  Include dental services o “Drop-in Centers” at parks or community centers to:  Allow people to pick up toiletries, groceries, clothing, etc.  A place to shower  Public laundry facilities  Medical services/getting help with paying for medicine (through stipends or vouchers o Programs for Seniors (non-specific) o Services for older youth (18-24)  Mentorship opportunities  Internships  Opportunities to feel community o Continued micro-enterprise assistance o Make childcare available o Provide transportation to/from appointments • Additional Suggestions o One-stop like Fresno Rescue Mission’s “City Center” to include job training, education, and childcare o Afterschool programs that include mental health services or referrals to services o Job training and educational services for migrants o Supportive services for recently housed people o Public gardens around homeless shelters Homelessness and Homelessness Prevention OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 107 of 170 • Most Popular Suggestions o Landlord and engagement to prevent evictions o Rental and utility assistance based on income, housing stabilization (e.g., building credit scores, providing security at buildings)  Including program to offset apartment application fees o Mobile medical clinic in partnership with neighborhood-specific organization to determine locations and resource hubs o Mobile MAP Point pilot project to reduce transportation barriers o More street outreach  Including social workers and psychologists (non-sworn officers) o Long-term shelter options for families o Expanding hours/temperature requirements at warming centers o Don’t convert City-owned shelters o More overnight shelters for families o Skilled nursing facilities for those who can’t afford them • Additional Suggestions o Safe locations to camp or park vehicle overnight  Include wrap-around services in these locations o More case managers at all shelter locations o Better/more utilization of City resources and collaboration with other agencies  Like coordinating with DMV to provide IDs remotely or via mobile station o Facility where people can exchange needles, NARCAN is available, and all hygiene products are available o Streamlining process to get people into permanent shelter Affordable Housing • Most Popular Suggestions o Homebuyer assistance o Purchasing buildings (with a preference for abandoned buildings and homes) for emergency shelters with additional wrap-around services (e.g. vocational training, addiction services) o Further funding programs which allow people to build their own homes o Developing multi-family housing o Encouraging mixed-income neighborhoods o Tiny home villages in coordination with local religious institutions that own undeveloped land  Ideally small projects (1-4) homes  CDCs as managers of the villages  Allow development of mobile tiny homes  Received feedback from Habitat for Humanity and Poverello that tiny homes are expensive and time consuming to develop o Housing targeting those with mental health needs o Rent control o Reducing bureaucratic processes to fast-track affordable housing o In Chinatown, develop the single-room, second floor apartments above businesses OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 108 of 170 o Mitigation fund  Pays a percentage of large repairs necessitated by high-risk renters o Change covenant from 30 years to 50 years o Partner with Central Valley Land Trust for development areas o Improved technical assistance for developers looking to complete proposals  Provide feedback on proposals so they can be made better in the future o Provide an opportunity for developers to pitch projects to evaluate whether changes to zoning or permitting are necessary o Extending impact fee reduction waiver (expires in June) • Additional Suggestions o Housing for veterans, seniors, and people with disabilities o Rehabilitation of multi-family units o Owner-occupied rehabilitation o Conference between City and lenders to discuss current programs operated by local banks o Consider the Community Land Trust Model for long-term affordability o Leverage funds for affordable housing development On December 1, 2022, the City conducted a Public Hearing to gather additional input from residents. In total, four comments were received. All comments are summaries of comments had; however, full comments may be viewed at http://fresno.granicus.com/player/clip/1302?view_id=1&redirect=true&h=7226dcea19831ed8418 0546cba6ee851 beginning at the 2:22:00 mark. Cynthia Piombino: Would like to see a county health mobile to go out to people who are experiencing homelessness to screen for basic health issues. Would like cleaning stations and portable toilets in each Council district. Would like Wi-Fi in shelters. Need more case workers and managers at shelters. Wants safe camps and tiny home villages. Would like to see covered shelters at bus stops near North Fruit near Glen Agnes Elderly Housing. Need ADA accessible bathrooms at Ted C. Wills at the warming center. Need lighting on the east side of Parkway between Belmont and Olive. Need crosswalks on Olive between Hughes and Highway 99 and on Belmont in that area. Robert McCloskey: Would like to see recommendations from workshops put into place. Wants to see a governmental agency build housing in a ‘social housing’ model. States Vienna, Austria has a successful ‘social housing’ model. Brandi Nunes-Villegas: Would like the City to continue efforts put forward during public workshops to increase accessibility. Also wants more housing with a focus on people who are transitioning from shelters to move them into housing. Wants to see climate-related items throughout town like water stations. Also wants to see a lived-experience board to get more direct feedback from the unhoused. Wants the City to start a safe lot program that would include assistance with vehicle registration to prevent removal of vehicles from people who are using them for shelter. Would like to see a wrap-around jobs program that partners with businesses to train people who are unhoused. Would like to see Wi-Fi and computers in shelters. Also wants to see tiny home villages. Dez Martinez: States the City needs safety provisions around shelters (like crosswalks, bike lanes, patrol officers, and lighting) to prevent accidents. Additional housing is needed like tiny homes. OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 109 of 205 PUBLIC COMMENTS AND CITY RESPONSES Comments received during the March 6, 2023 – April 6, 2023, public comment opportunity are provided below along with the associated City responses. All comments will be incorporated in the final submission of the plans to the Department of Housing and Urban Development (HUD). All text in italics are direct quotes of comments; text in regular font are synopses of comments due to length. All comments received via email and survey are posted below in full. Erika Enomoto, Fresno Metro Ministry: I would love to see more work done in the area of healthy food access/food security. We need more incentives for healthy living for people of all income levels, but especially in southwest Fresno where income levels are lower and healthy foods are scarce, lower quality, and more expensive. Decreasing the number of liquor stores and increasing grocery stores with cooking demonstrations would be great [City Response: • Increasing food security in Fresno is an important and necessary goal. Food insecurity among children in Fresno County was at 23% as of 20201. In past years, the City has funded community gardens in low-income neighborhoods, but unfortunately did not receive similar funding requests this year. The City will continue to seek opportunities to reduce food insecurity. • The public comment has been considered and accepted.] Diego Hinojosa, resident of Council District 1: The action plan needs to address the housing shortage as well as affordable housing, and housing services. The housing shortage will not stop with a select few builders building expensive homes on the edges of towns, and only producing a couple hundred per year. Town homes, row homes, apartments, multi family 2-4 unit, infill, and mixed use should be a priority to build. It will help cut the bleeding of the shortage, and the demand, thus helping the market affordability issue. The services the city provides needs to be expanded, for those who are unable to a) afford market rent b) whos rent surpasses 50% of monthly income. Homelessness will not end in one swing, it take a community. Public assistance and awareness needs to be expanded 10x! The best way to stop homelessness it to also prevent it. So many folks on the brink of being homeless can be saved with some assistance. Code enforcement, police, task force, going and breaking up encampments in a swoop isnt solving the problem, its worsening it. These folks are already in terrible situation, many of them mentally ill, rampaging them out like herds of cattle is not the solution. They need to be hooked up with long term 1 Child (<18 years) Hunger & Poverty in Fresno County, California | Map the Meal Gap. (n.d.). https://map.feedingamerica.org/county/2020/child/california/county/fresno OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 110 of 205 housing. 120 days is not enough to sober up, clean up, maintain a job and find housing and sustain it. [City Response: • The 2023-2024 Annual Action Plan has $2,683,562 programmed to build 22 new housing units. An additional $536,713 was allocated to Community Housing Development Organizations to build two new housing units. Another $1.3 million in CDBG funds was programmed for land acquisition in support of affordable housing development. The type of housing that gets built depends on the proposals the City receives from affordable housing developers. In May 2023, the City plans to release a Notice of Funding Availability inviting developers to apply for funding of proposed affordable housing development projects. The proposals go through an underwriting process to determine financial feasibility and are also evaluated based on timeliness and community need. You can sign up to receive email updates from the Housing and Community Development Division by going to https://www.fresno.gov/darm/housing-and-community- development-division-email-updates/. Updates will include information about Requests for Proposals, Notices of Funding Availability, Substantial Amendments to Annual Action Plans, the Annual Action Plan, and the Consolidated Plan. The 2023-2024 Annual Action Plan includes funding for homelessness and homelessness prevention. Additionally, the City uses other resources for initiatives that help prevent homelessness. For example, the City used ARPA funds for a voucher incentive program with the intent to increase the number of affordable rental units available for voucher holders. • The public comment has been considered and accepted.] Bebe, resident of Council District 5: Please include the old Community Hospital site at the Northwest corner intersection of Cedar Av & Kings Canyon/Ventura. The abandoned building is not only an eyesore, but a safety hazard. It is on your major FAX bus route, so it is perfect for low income housing. [City Response: • The sites selected for affordable housing development are carefully evaluated for financial feasibility, timeliness of construction, and community need. City staff will evaluate the noted location for eligibility and feasibility. • The public comment has been considered and accepted.] Bear W., resident of Council District 3: No person should be homeless. It is a threat to the health of the homeless person to be chronically unhoused & it is a health threat to the local community when a person(s) doesn't have access to basic needs of housing, sanitation, and healthcare services. We need a robust social housing policy. A set portion of land must stay within a public trust that CLT & other community ownership models use to maintain publicly owned affordable rental assets. We need to support a full socialist agenda to create jobs within our own cities and state connections. This OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 111 of 205 agenda should include a first right to foreclosed homes for first time homeowners & longterm residents. [City Response: • In addition to the Consolidated Plan and Annual Action Plan, the City created the One Fresno Housing Strategy outlining key objectives to housing every person in Fresno. The Housing Strategy includes goals for creating more transitional housing units by streamlining the permitting process for accessory dwelling units (ADUs), to establishing a shelter housing reserve fund, and using diversion strategies for people who are experiencing a housing crisis. The Housing Strategy also outlines the City’s desire to increase the number of permanent supportive housing units through additional building and renovation. The City has also created partnerships with UCSF, Fresno and Gracebound, Inc. to provide a mobile medical clinic and a mobile shower unit in the last year. • The public comment has been considered and accepted.] Kaylie Tejeda, the Wildflower Collective: Would love to see additional creative affordable living options such as co-housing models (see https://www.cohousing.org), peer support respite housing models (see https://power2u.org/directory-of-peer-respites/), podshare options like in SF and LA (https://www.podshare.com/) and models to address Homelessness and wrap around services such as City of Refuge https://cityofrefugeatl.org/ and Mobile Loaves — https://mlf.org/ Ideas created based on needs expressed by unsheltered friends. Outreach and Access to Showers, Laundry Services etc. https://www.serviceandlovetogether.org/projects Community Services -- In considering Youth Recreation Centers please consider the YMCA model and programs (https://www.ymcasv.org/) available including access to public pools and indoor/outdoor activities open and available to serve both youth and young adults like indoor rock climbing. Please also consider funding harm reduction initiatives in collaboration with Fresno Ministry Food Security Network, Fresno public health and behavioral health department to provide permanent access to Farm Fresh Food via vending machine in areas with limited access to farmer's markets (https://www.farmersfridge.com/) and harm reduction vending machines and/or mobile unit in the downtown and tower districts as access to safer sex resources to combat current youth rates STIs & STDs and as HIV prevention, overdose prevention (narcan) and support after hours to support popular Thursday nightlife participants [City Response: • These examples of co-housing options could be considered when the Affordable Housing Notice of Funding Availability becomes available in May 2023. Many of the community services examples provided would have potentially been eligible for funding if the City had received such applications during the Consolidated Notice of Funding Availability application period. • The public comment has been considered and accepted.] Ryan Christensen, resident of Council District 2: OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 112 of 205 Previous development in Northwest Fresno has fragmented or disjointed Biking routes or ADA Accessible walking paths. Future development of housing projects (such as affordable housing) on Publicly Owned Land should preferably include Biking paths and ADA Accessible walking paths to connect streets on opposite sides of land labeled as "Vacant City-Owned Parcels". [City Response: • This input has been sent to our Affordable Housing Development project manager to be included in consideration of future Affordable Housing Requests for Proposals. • The public comment has been considered and accepted.] Patricia O., resident of Fresno: Need affordable housing for the homeless and the low income. Need better infrastructure [City Response: • The public comment has been considered and accepted.] The following responses were received after the 5 PM April 6, 2023, public comment period: Karla Martinez, Leadership Counsel for Justice and Accountability: Dear Housing and Community Development staff: Thank you for the opportunity to submit comments for the 2023-2024 Annual Action Plan (AAP). We work alongside community leaders throughout the City of Fresno on various issues including housing issues, housing affordability and solutions. The comments below are based on our work in partnership with resident leaders in Fresno who are actively advocating for community based solutions to our housing crisis. Project Summary Must Implement Community Feedback into Final Annual Action Plan The goals, programs, and projects described in the 2023-2024 AAP are especially important as the City of Fresno continues to see one of the fastest rental increases in the nation , a 15.8% increase in homelessness the past year, and the closure of Fresno’s only youth shelter . Which makes it especially important to take the comments and recommendations of the most impacted communities, groups, and residents who are feeling the effects of our housing crisis. Per 24 CFR Part 91 Sec. 91.105, jurisdictions are required to adopt a citizen participation plan. The Citizens Participation Plan (CPP) provides guidelines by which the City will promote engagement in the planning, implementation, and evaluation of the distribution of federal funds, as outlined in the Consolidated Plan, Action Plan, and CAPERs. While the city held workshops to solicit input per the CPP through the Community Needs Workshops, Public Hearings, Stakeholder Feedback, and a Community Needs Survey, the City of Fresno failed to incorporate community input as described below. The City of Fresno must incorporate additional programs and activities into the final AAP in order to follow the CPP guidelines and meet the Affirmatively Further Fair Housing rule (24 CFR § 5.158). For the purposes of the rule, community participation as required in 24 CFR § 5.158, “means a solicitation of views and recommendations from members of the community OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 113 of 205 and other interested parties, a consideration of the views and recommendations received, and a process for incorporating such views and recommendations into decisions and outcomes.” The duty to affirmatively further fair housing extends to all of a public agency’s activities and programs relating to housing and community development which includes the AAP. By not incorporating comments and recommendations made by community residents, then the City has failed to take proactive and meaningful steps to implement and incorporate community feedback into the decisions and programs in the AAP/ Additional Community Recommendations Should be Included in Final AAP Appendix B (pg.105) of the Draft AAP contains community input received from public outreach efforts on activity suggestions for goals outlined in the Consolidated Plan. Below are community identified recommendations that were mentioned throughout workshops and also included in Appendix B, but were not included in the Project List: • Neighborhood Street and Sidewalk Improvements should include barriers erected along the train tracks on Floradora Avenue. Especially critical are those near school campuses like Yosemite Middle School. • Utilizing small, unused plots land to create small, localized parks in low-income areas • Reporting environmental impact of industrial development throughout Fresno • Continued rental and utility assistance which includes assistance for application and deposit fees • Expansion of hours for cooling and warming centers and changing temperature requirements • Homebuyer assistance for low-income residents • Tiny Home Villages for additional housing availability to our houseless population The City of Fresno must follow its CPP and AFFH requirements and incorporate resident suggestions into the final AAP. Again as stated in the City’s CPP to “encourage public participation by residents, community stakeholders, and grant beneficiaries in the process of drafting, implementing, and evaluating the Consolidated Plan and related documents” and “incorporate recommendations into decisions and outcomes,” as stated by the AFFH rule. The City of Fresno has the opportunity to gain public trust and guide our City forward by implementing the projects raised by the community and will benefit those most impacted by our housing crisis. Community Outreach for Annual Action Plan Adopted Programs and Projects Finally, we recommend that an outreach protocol be adopted as part of the Annual Action Plan. As important as it is to take residents' comments and recommendations, it is equally as important to adopt effective and meaningful outreach protocols for the implementation of programs so families and individuals are aware of their existence and may utilize them. Diligent effort should be made to ensure those who need access to these programs most, can benefit from them. There should be a way to access these programs for those who lack a digital and online presence. For instance, it should be easy to call, obtain a paper form, and safely come in person to access the needed information. We want to highlight the Promote Fair Housing, Housing Rehabilitation Program, and the Senior Paint Program projects. Residents have continually asked about programs such as these and have found it hard to find the appropriate information and application for these resources. Residents and community groups alike have found it difficult to access information and OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 114 of 205 resources established to support households. Further, these programs should be available regardless of legal status. To promote these programs, we recommend posting informational flyers at high trafficked areas and existing spaces where people congregate such as community facebook pages, laundromats, bus stops and buses, community centers, schools, social services offices, and so forth. Working with local community based organizations, schools, religious institutions, and other informal groups who have an existing presence and relationships with these populations is also another way in which more residents can be reached. Thank you for your consideration of these comments. If any questions arise, do not hesitate to contact me at kmartinez@leadershipcounsel.org . Sincerely, Karla Martinez Policy Advocate Leadership Counsel for Justice and Accountability [City Response: • The City is committed to expanding its outreach to the community. To this end, the City conducted nine workshops to garner input from residents. At each workshop, Spanish, Hmong, Punjabi, and American Sign Language interpreters were available, and all documents were translated into those languages to reduce the barrier to participation among our non-English speaking and deaf or hard of hearing community members. From those robust conversations came a variety of needs and ideas expressed to help people who are experiencing homelessness or who have a low income. Those ideas were included in the City’s Consolidated Notice of Funding Availability, and they were given priority for funding by staff in the evaluation stage. Unfortunately, the City did not receive applications that sought to execute many of the ideas identified at the workshops; however, the City will continue to pursue those activities through additional partnership development. • The public comment has been considered and accepted.] Brandi Nuse-Villegas, resident: There are many good programs being presented. I hope that items that were presented by community members, but may have not been a service among the NOFA applicants could continue to be pursued. As well, there are infastructure needs I have heard at that time and outside these meetings that I ask the city to address. There were a robust array of needs voices during the workshops that need to be addressed, including having water stations throughout the city and addressing basic needs like bathrooms, as well as water access. Beyond this, a key element that needs to be addressed is more comprehensive, independent, robust monitoring, assessment, and evaluation of all programs and providers. This includes hearing from those being served by these programs. We have heard those served by the unhoused community and community members at large concerns regarding programs funded through the city. If we want these efforts to be successful, we need to ensure that needs are truly being met. [City Response: OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 115 of 205 • Eligible ideas that were presented at the community meetings were included as examples of services the City was seeking proposals for through the Notice of Funding Availability. Although the City did not receive applications for all of the activity ideas identified through our community engagement process, it will continue to pursue additional partnerships to ensure more organizations apply for funding in the future. • The public comment has been considered and accepted.] OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 116 of 205 Exhibit 1: Survey Response – Erika Enomoto (1 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 117 of 205 Exhibit 1: Survey Response – Erika Enomoto (2 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 118 of 205 Exhibit 2: Survey Response – Diego Hinojosa (1 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 119 of 205 Exhibit 2: Survey Response – Diego Hinojosa (2 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 120 of 205 Exhibit 3: Survey Response – Bebe (1 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 121 of 205 Exhibit 3: Survey Response – Bebe (2 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 122 of 205 Exhibit 4: Survey Response – Bear W. (1 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 123 of 205 Exhibit 4: Survey Response – Bear W. (2 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 124 of 205 Exhibit 5: Survey Response – Kaylie Tejeda (1 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 125 of 205 Exhibit 5: Survey Response – Kaylie Tejeda (2 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 126 of 205 Exhibit 6: Survey Response – Ryan Christensen (1 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 127 of 205 Exhibit 6: Survey Response – Ryan Christensen (2 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 128 of 205 Exhibit 7: Survey Response – Patricia O. (1 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 129 of 205 Exhibit 7: Survey Response – Patricia O. (2 of 2) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 130 of 205 Exhibit 8: Email Response – Karla Martinez, Leadership Counsel for Justice and Accountability (1 of 3) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 131 of 205 Exhibit 8: Email Response – Karla Martinez, Leadership Counsel for Justice and Accountability (2 of 3) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 132 of 205 Exhibit 8: Email Response – Karla Martinez, Leadership Counsel for Justice and Accountability (3 of 3) OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 133 of 205 Exhibit 9: Email Response – Brandi Nuse-Villegas: OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 134 of 170 Appendix C: List of Abbreviations ADA .............................................................................................. Americans with Disabilities Act ARPA .................................................................................................American Rescue Plan Act ASL ...................................................................................................... American Sign Language CAPER ..................................................... Consolidated Annual Performance Evaluation Report CDBG .............................................................................. Community Development Block Grant CDBG-CV .................................................. Community Development Block Grant - Coronavirus CHDO ............................................................... Community Housing Development Organization EMSA ................................................................................. Eligible Metropolitan Statistical Area ESG ................................................................................................. Emergency Solutions Grant ESG-CV ..................................................................... Emergency Solutions Grant - Coronavirus FH ........................................................................................................ Fresno Housing Authority FMCoC ................................................................................. Fresno-Madera Continuum of Care HCD ................................................................ California Housing and Community Development HCDD ................................................................ Housing and Community Development Division HHAP ................................................................ Homeless Housing, Assistance, and Prevention HMIS ....................................................................... Homeless Management Information System HOME ......................................................................... HOME Investment Partnerships Program HOME-ARP .................................. HOME Investment Partnerships - American Rescue Plan Act HOP ...................................................... Public Housing Homeownership Opportunities Program HOPWA ................................................. Housing Opportunities for People with AIDS/HIV Grant HUD ......................................................... U.S. Department of Housing and Urban Development LEAP ................................................................................................ Local Early Action Planning LIHTC ..................................................................................... Low-Income Housing Tax Credits LMI ................................................................................................... Low- and Moderate-Income MAP ............................................................................................. Multi-Agency Access Program NOFA ............................................................................................. Notice of Funding Availability PHA ........................................................................................................ Public Housing Agency PITC ............................................................................................................ Point-in-Time Count PLHA .................................................................................. Permanent Local Housing Allocation RAD ........................................................................................ Rental Assistance Demonstration RECAP ................................................... Racially and Ethnically Concentrated Areas of Poverty STRMU .................................................................. Short-Term Rental and Mortgage Assistance TBRA ....................................................................................... Tenant-Based Rental Assistance TCC .................................................................................. Transformative Climate Communities TOD ............................................................................................. Transit Oriented Development OMB Control No: 2506-0117 City of Fresno PY 2023 Annual Action Plan Page 135 of 170 Appendix D: ESG Policies and Procedures City of Fresno and County of Fresno Emergency Solutions Grant Policies and Procedures Program Description The Emergency Solutions Grant (ESG) is designed to identify sheltered and unsheltered homeless persons, as well as those at risk of homelessness, and provide the services necessary to help those persons quickly regain stability in permanent housing after experiencing a housing crisis and/or homelessness. The City and County of Fresno, separately, are receipients of an annual allocation of ESG funding. Both will work together to prepare a joint notice of funding availability/request for proposals for awarding ESG funds to eligible sub-recipients ("agencies"). All funded agencies are required to follow federal guidelines in the implementation of the ESG. The City of Fresno and the County of Fresno have written the following policies and procedures to facilitate the agencies in implementing the ESG guidelines as set by the U.S. Department of Housing and Urban Development. Agencies will provide assistance related to housing of persons at risk of becoming homeless and housing persons that are currently homeless, as well as provide housing relocation and stabilization services. Target Population The funds under this program are intended to target two populations of persons facing housing instability: 1) individuals and families who are experiencing homelessness (residing in emergency or transitional shelters or on the street) and need temporary assistance in order to obtain housing and retain it, and 2) individuals and families who are currently in housing but are at risk of becoming homeless and need temporary rent or utility assistance to prevent them from becoming homeless or assistance to move to another unit. City and County of Fresno ESG Policies and Procedures 1. 2. Emergency Solutions Grant Policies and Procedures Each sub-grantee will first be directed to read and follow ESG guidelines as set forth issued by the U.S. Department of Housing and Urban Development, and as may be amended from time to time. The procedures contained herein serve to simplify the implementation of the regulations and identify the activities selected for funding by the City and the County of Fresno. Sub-grantees will serve the population and provide the financial assistance and stabilization services as identified in the budget and scope of work as found in each of their contracts. Preliminary steps to be taken in implementing their ESG activities are as follows: Execute all HMIS required documents, as requested by the Housing Authority of the City and County of Fresno (Housing Authority), as applicable. Ensure all insurance documents, as required by the ESG contract with the City and County, have been submitted and approved by the City/County. 3. Provide the City and/or County with an outreach plan for identifying potential clients and/or marketing your agency's program. Eligible Acti11ities Funding will only be provided as tenant based rental assistance for the following eligible activities: 1. Rapid Re-Housing -Rental Assistance Eligibile rental assistance includes: a. short-term rental assistance (up to 3 months) b. medium-term rental assistance (up to 24 months) c. one-time payment for up to 6 months of rent in arrears, to include late fees Eligible costs includes: rental application fees, security deposits, last month's rent, utility deposits, utility payments (with a limit of 6 months in utility payment arrears), moving costs (including storage costs up to 3 months) 2. Rapid Re-Housing -Housing Relocation and Stabilization Services Eligible services include: housing search and placement, housing stability case management mediation, legal services, and credit repair. Eligible services under case management include: including centralized coordinated assessments, initial City and County of Fresno ESG Policies and Procedures evaluation, counseling, and coordinating services (for a complete list of eligible case management activities please reference 24 CFR 576.105(b)(2)). 3. Homelessness Prevention -Rental Assistance Eligibile rental assistance includes: a. short-term rental assistance (up to 3 months) b. medium-term rental assistance (up to 24 months) c. one-time payment for up to 6 months of rent in arrears, to include late fees Eligible costs includes: rental application fees, security deposits, last month's rent, utility deposits, utility payments (with a limit of 6 months in utility payment arrears), moving costs (including storage costs up to 3 months) 4. Homelessness Prevention -Housing Relocation and Stabilization Services Eligible services include: housing search and placement, housing stability case management, mediation, legal services, and credit repair. Eligible services under case management include: including centralized coordinated assessments, initial evaluation, counseling, and coordinating services (for a complete list of eligible case management activities please reference 24 CFR 576.105(b)(2)). 5. Emergency Shelter and Street Outreach Component Eligible emergency shelter costs include: costs of providing essential services to homeless families and individuals in emergency shelters, renovating buildings to be used as emergency shelter for homeless families and individuals, and operating emergency shelters as identified in 24 CFR 576.102. Shelter services shall be restricted to the following populations: 1) domestic violence victims (provided by a domestic violence victim service provider), 2) homeless youth, and 3) families with children. Eligible street outreach costs include: costs of providing essential services necessary to reach out to unsheltered homeless people; connnect them with emergency shelter, housing, or critical services; and provide urgent, n onfacility based care to unsheltered homeless people who are unwilling or unable to access emergency shelter, hosuing, or an appropriate health facility, as further idenfitied in 24 CFR 576.101. For the purposes of this section, the term "unsheltered homeless people" means individuals and families who qualify as homeless under paragraphs (1)(i) of the "homeless" definition under 24 CFR 576.2. 6. HMIS -All agencies receiving ESG asistance will be required to participate in the local HMIS. City and County of Fresno ESG Policies and Procedures _______________ -- Client Eligibility Verification ____,J There is a three-step process for determining a client's eligibility, as noted below. Additionally, all sub-grantees must evaluate and certify the eligibility of ESG program participants (per the three steps below) at least once every three months for all households receiving homelessness prevention assistance, and once annually for households receiving rapid re-housing assistance. A. FIRST STEP: Initial Consultation Subrecipient's must conduct an initial evaluation to determine the eligibility of each individual or family's eligibility for ESG assistance and the amount and types of assistance the individual or family needs to regain stability in permanent housing. These evaluations must be conducted in accordance with the centralized or coordinated assessment requirements set forth under 24 CFR 576.400(d) and the written standards established under 24 CFR 576.400(e). Documentation to verify the requirements of this section have been met include completing a client in-take form. Sub-recipients may use their own form, if pre approved by the City/County. All sub-grantees must keep verification of this requirement in each client file. B. SECOND STEP: Verification of Income below 30% of the Area Median Income (see verification of income section below) C. THIRD STEP: Verification of Homelessness or Risk of Homelessness To receive assistance under RAPID RE-HOUSING, or EMERGENCY SHELTER/STREET OUTREACH, client(s) must be Homeless at the time assistance is requested. HUD has defined Homeless to mean: To be considered Homeless, per HUD definition, an individual or family must be: (1) An individual or family who lacks a fixed, regular, and adequate nighttime residence, meaning: (i) An individual or family with a primary nighttime residence that is a public or private place not designed for or ordinarily used as a regular sleeping accommodation for human beings, including a car, park, abandoned building, bus or train station, airport, or camping ground; (ii) An individual or family living in a supervised publicly or privately operated shelter designated to provide temporary living arrangements (including congregate shelters, City and County of Fresno ESG Policies and Procedures transitional housing, and hotels and motels paid for by charitable organizations or by federal, state, or local government programs for low-income individuals); or (iii) An individual who is exiting an institution where he or she resided for 90 days or less and who resided in an emergency shelter or place not meant for human habitation immediately before entering that institution; (2) Any individual or family who: (i) Is fleeing, or is attempting to flee, domestic violence, dating violence, sexual assault, stalking, or other dangerous or life threatening conditions that relate to violence against the individual or a family member, including a child, that has either taken place within the individual's or family's primary nighttime residence or has made the individual or family afraid to return to their primary nighttime residence; (ii) Has no other residence; and (iii) Lacks the resources or support networks, e.g., family, friends, faithbased or other social networks, to obtain other permanent housing; and (iv) lives in an emergency shelter or other place described in paragraph (1) above. ADDITIONALLY: The individual or family must have insufficient resources immediately available to attain housing stability. • The sub-grantee must confirm that the individual or family does not have sufficient resources or support networks, e.g., family, friends, faithbased or other social networks, immediately available to prevent them from moving to an emergency shelter or another place described in paragraph (1) of the homeless definition [in 24 CFR § 576.2]." Note, HUD has provided additional guidance for determining eligibility of client(s) under the "homeless" definition, and this can be found at: http://hudhre.info/index.cfm?do=viewResource&ResourcelD=4636. Subgrantees are also required to abide by the guidelines found at this web page. To receive assistance under HOMELESSNESS PREVENTION, client(s) must be at risk of becoming homeless and rental assistance is only necessary to prevent City and County of Fresno ESG Policies and Procedures the individual or famil y from moving into an emergency shelter or other place not meant for hum an habita tion as identified in the ESG regulations. The individual or family must have insufficient resources immediately available to attain housing stability. • The sub-grantee must confirm that the individual or family does not have sufficient resources or support networks, e.g., family, friends, faithbased or other social networks, immediately available to prevent them from moving to an emergency shelter or another place described in paragraph (1) of the homeless definition [in § 24 CFR 576.2]." ADDITIONALLY: The individual or family must meet one of the following definit ions of "homeless": (1) An individual or family who will imminently lose their primary nighttime residence provided that: (i) The primary nighttime residence will be lost within 14 days of the date of application for homeless assistance; (ii) No subsequent residence has been identified; and (iii) The individual or family lacks the resources or support networks, e.g., family, friends, faith-based or other social networks, needed to obtain other permanent housing; (2) Unaccompanied youth under 25 years of age, or families with children and youth, who do not otherwise qualify as homeless under this definition, but who: (i) Are defined as homeless under section 387 of the Runaway and Homeless Youth Act (42 U.S.C. 5732a), section 637 of the Head Start Act (42 U.S.C. 9832), section 41403 of the Violence Against Women Act of 1994 (42 U.S.C. 14043e-2), section 330(h) of the Public Health Service Act (42 U.S.C. 254b(h)), section 3 of the Food and Nutrition Act of 2008 (7 U.S.C. 2012), section 17(b) of the Child Nutrition Act of 1966 (42 U.S.C. 786(b)) or section 725 of the McKinney-Vento Homeless Assistance Act (42 U.S.C. 11434a); (ii) Have not had a lease, ownership interest, or occupancy agreement in permanent housing at any time during the 60 days immediately preceding the date of application for homeless assistance; City and County of Fresno ESG Policies and Procedures (iii) Have experienced persistent instability as measured by two moves or more during the 60-day period immediately preceding the date of applying for homeless assistance; and (iv) Can be expected to continue in such status for an extended period of time because of chronic disabilities, chronic physical health or mental health conditions, substance addiction, histories of domestic violence or childhood abuse (including neglect), the presence of a child or youth with a disability, or two or more barriers to employment, which include the lack of a high school degree or General Education Development (GED), illiteracy, low English proficiency, a history of incarceration or detention for criminal activity, and a history of unstable employment; or (3) Any individual or family who: (i) Is fleeing, or is attempting to flee, domestic violence, dating violence, sexual assault, stalking, or other dangerous or life threatening conditions that relate to violence against the individual or a family member, including a child, that has either taken place within the individual's or family's primary nighttime residence or has made the individual or family afraid to return to their primary nighttime residence; (ii) Has no other residence; and (iii) Lacks the resources or support networks, e.g., family, friends, faithbased or other social networks, to obtain other permanent housing. ADDITIONALLY: The individual or familv must also meet one of the following conditions: (A) Has moved because of economic reasons two or more times during the 60 days immediately preceding the application for homelessness prevention assistance; (B) Is living in the home of another because of economic hardship; (C) Has been notified in writing that their right to occupy their current housing or living situation will be terminated within 21 days after the date of application for assistance; City and County of Fresno ESG Policies and Procedures (D) Lives in a hotel or motel and the cost of the hotel or motel stay is not paid by charitable organizations or by Federal, State, or local government programs for low-income individuals; (E) Lives in a single-room occupancy or efficiency apartment unit in which there reside more than two persons or lives in a larger housing unit in which there reside more than 1.5 persons reside per room, as defined by the U.S. Census Bureau; (F) Is exiting a publicly funded institution, or system of care (such as a health-care facility, a mental health facility, foster care or other youth facility, or correction program or institution); or Note, HUD has provided additional guidance and criteria for each of the categories above, to be used for determining a client's eligibility as "at risk of becoming homeless", and this can be found at: http ://www.hudhre.info/documents/ AtRis kofli omelessnessDefi niti on Criteria. pdf. Subgrantees are also required to abide by the guidelines found at this web page. Documenting Client Eligibility All sub-grantees must keep verification of client's eligibility in each client file at minimum as described below. A Sub-grantees are required to ensure that the client does not have sufficient resources or support networks, e.g., family, friends, faithbased or other social networks, immediately available, as follows: For Rapid Re-Housing and Emergency Shelter/Street Outreach clients: as needed to obtain other permanent housing For Homelessness Prevention clients: immediately available to attain housing stability and meets one or more of the conditions under paragraph (1 )(iii) of the definition of "at risk of homelessness" in 24 CFR § 576.2; B. All subgrantees will ensure that all documentation is obtained and placed in the file in accordance with 24 CFR § 576.500 "Recordkeeping and reporting requirements", as required in the regulation for Rapid Re Housing and/or Homelessness Prevention clients. C. The most reliable evidence that should be used in addressing the documentation required in A and B above includes, in order of priority: 1. Source documents including check stubs, verification of employment, general relief documentation from the County of City and County of Fresno ESG Policies and Procedures Fresno, award letters from Social Security Administration, retirement income verification from source, leases, contracts, etc. 2. If source documents are unavailable: a written statement by the relevant third party, or a written statement by intake staff of the oral verification by the relevant third party of the required information and written verification by intake staff as to why source documentation could not be obtained. 3. If source documents AND written third party verification is unobtainable, a written statement by the client or client's intake staff describing the efforts taken to obtain the required evidence AND self-certification by client, identifying the required information needed. Income Determination All sub-grantees are required to determine a client's annual income, to verify that the client is income-eligible (annual income is at or below 30% of the area median income). To qualify for ESG assistance persons and/or households must earn 30 percent or below of the Area Median Income, as these are set annually by HUD, by household size. Annual income limits will be provided to each sub-recipient as they are made available by HUD. In determining the annual income of an individual or family, the subrecipient must use the standard for calculating anticipated annual income under 24 CFR 5.609. a) Annual income means all amounts, monetary or not, that go to, or are on behalf of, the family head or spouse (even if temporarily absent) or to any other family member 18 years old or older, or all amounts anticipated to be received from a source outside the family, during the 12-month period following admission or annual reexamination effective date. In determining income, sub-grantees must also determine the household size as directed in the section below "Determining Household Size". b) All sub-grantees must keep income verification documents in a client file, for each client (or household). c) All sub-grantees must have each client fill out a Household Composition form, as included in Exhibit A, to verify the size of the client household and to assist in determining income eligibility. d) Additionally, the income calculation worksheet, as included in Exhibit B, is required to be utilized by sub-grantee case managers to verify income. The worksheet can also be provided in excel format from the City/County upon request. City and County of Fresno ESG Policies and Procedures a. Treatment of Assets Clients will be required to spend down their assets to an amount of $500.00 before they become eligible to receive financial assistance. The assets to be considered for the draw down will be limited only to balances in a personal checking or savings account held by any household member. Assets held in a retirement or education account, or personal property are not included as part of this requirement. Determining Household Size Income limits are published based on the number of persons in the household (for example, 1 person, 2 persons, 3 persons) with increasingly higher income limits for families with more members. When determining family size for establishing income eligibility, the sub-grantee must include all persons living in the unit except the following: Live-in aide (1) A person who resides with one or more elderly persons, near elderly persons, or persons with disabilities, and who: (a) Is determined to be essential to the care and wellbeing of the person(s); (b) Is not obligated for the support of the person(s); and (c) Would not be living in the unit except to provide the necessary supportive services. (2) To qualify as a live-in aide: (a) The sub-grantee must verify the need for the live-in aide. Verification that the live-in aide is needed to provide the necessary supportive services essential to the care and well being of the person must be obtained from the person's physician, psychiatrist or other medical practitioner or health care provider. The sub-grantee must approve a live-in aide if needed as a reasonable accommodation in accordance with 24 CFR Part 8 to make the program accessible to and usable by the family member with a disability. The sub grantee may verify whether the live-in aide is necessary only to the extent necessary to document that applicants or tenants who have requested a live-in aide have a disability related need for the requested accommodation. This may City and County of Fresno ESG Policies and Procedures (c) include verification from the person's physician, psychiatrist or other medical practitioner or health care provider. The sub-grantee may not require applicants or tenants to provide access to confidential medical records or to submit to a physical examination. (b) Expenses for services provided by the live-in aide, such as nursing services (dispensing of medications or providing other medical needs) and personal care (such as bathing or dressing), that are out-of-pocket expenses for the tenant and where the tenant is not reimbursed for the expenses from other sources, are considered as eligible medical expenses. Homemaker services such as housekeeping and meal preparation are not eligible medical expenses (see below for more information on medical expenses.) Qualifies for occupancy only as long as the individual needing supportive services requires the aide's services and remains a tenant. The live-in aide may not qualify for continued occupancy as a remaining family member. (d) Income of a live-in aide is excluded from annual income. (3) A relative may be considered to be a live-in aide if they meet the requirements in 1 (a) through (c), above. (4) An adult child is eligible to move into an assisted property after initial occupancy only if they are essential to the care or well-being of the elderly parent(s). The adult child may be considered a live-in aide if all of the requirements in 1, above, apply and there is a verified need for a live-in aide in accordance with 2(a), above. (5) An adult child is not eligible to move into an assisted property after initial occupancy unless they are performing the functions of a live in aide and are eligible to be classified as a live-in aide for eligibility purposes. b. Foster children or foster adults. c. Guests. When determining family size for income limits, the sub-grantee must include the following individuals who are not living in the unit: a. Children temporarily absent due to placement in a foster home; City and County of Fresno ESG Policies and Procedures f. b. Children in joint custody arrangements who are present in the household 50% or more of the time; c. Children who are away at school but who live with the family during school recesses; d. Unborn children of pregnant women. e. Children who are in the process of being adopted. Temporarily absent family members who are still considered family members. For example, the sub-grantee may consider a family member who is working in another state on assignment to be temporarily absent; g. Family members in the hospital or rehabilitation facility for periods of limited or fixed duration. These persons are temporarily absent as defined in subparagraph f above; and h. Persons permanently confined to a hospital or nursing home. The family decides if such persons are included when determining family size for income limits. If such persons are included, they must not be listed as the head, co-head, or spouse on the lease or but may be listed as other adult family member. This is true even when the confined person is the spouse of the person who is or will become the head. If the family chooses to include the permanently confined person as a member of the household, the sub-grantee must include income received by these persons in calculating family income. Client's Share of Rent Costs The City/County will enforce a graduated subsidy format for determining the ESG client's share of rental costs. A graduated subsidy declines in steps based upon a fixed timeline, until the household assumes full responsibility for monthly housing costs. A graduated subsidy will help reduce the destabilizing cliff effect of a deep subsidy suddently ending. Declining subsidies allow the household to gradually take over the responsibility of paying rent, and builds both a cushion and confidence along the way. Initial assistance can be as much as 100% of rental assistance, then decreasing monthly, or every other month, in accordance with client needs and case plan objectives that are developed by the client and the sub-grantee's case manager. Timelines are based on maximum term of assistance; however, clients should be transitioned off of assistance in as short of a timeframe as is appropriate for them to successfully obtain housing stability. HousingI Homeless Prevention I Rapid Re-Housing City and County of Fresno ESG Policies and Procedures I Month 1 Case management, counseling assessment, initiate wrap-around services, linkages to service providers, facilitate life skills development, issue security and utility deposits, 100% housing subsidy + utility payment assisstance 2 100% housing subsidy + utility payment assistance 3 100% housing subsidy + utility payment assistance; 3 month evaluation 4 100% housing subsidy + utility payment assistance 5 90% housing subsidy + utility payment assistance 6 90% housing subsidy + utility payment assistance; 3 month evaluation 7 90% housing subsidy + utility payment assistance 8 80% housing subsidy + utility payment assistance 9 80% housing subsidy + utility payment assistance 10 80% housing subsidy + utility payment assistance 11 70% housing subsidy + utility payment assistance 12 70% housing subsidy + utility payment assistance 13 70% housing subsidy + utility payment assistance 14 60% housing subsidy + utility payment assistance 15 60% housing subsidy + utility payment assistance 16 60% housing subsidy + utility payment assistance 17 50% housing subsidy + utility payment assistance 18 50% housing subsidy + utility payment assistance Case management, counseling assessment, initiate wrap-around services, linkages to service providers, facilitate life skills development, issue security and utility deposits, 100% housing subsidy + utility payment assisstance 100% housing subsidy + utility payment assistance 100% housing subsidy + utility payment assistance; 3 month evaluation 100% housing subsidy + utility payment assistance 90% housing subsidy + utility payment assistance 90% housing subsidy + utility payment assistance; 3 month evaluation 90% housing subsidy + utility payment assistance 80% housing subsidy + utility payment assistance 80% housing subsidy + utility payment assistance 80% housing subsidy + utility payment assistance 70% housing subsidy + utility payment assistance 70% housing subsidy + utility payment assistance 70% housing subsidy + utility payment assistance 60% housing subsidy + utility payment assistance 60% housing subsidy + utility payment assistance 60% housing subsidy + utility payment assistance 50% housing subsidy + utility payment assistance 50% housing subsidy + utility payment assistance City and County of Fresno ESG Policies and Procedures 40% housing subsidy + utility ent assistance 19 20 housing subsidy + utility ent assistance 21 housing subsidy + utility ent assistance 22 housing subsidy + utility ent assistance 23 housing subsidy + utility ent assistance 24 housing subsidy + utility ce 25 26 60- 27 90- 40% housing subsidy + utilit a ment assistance 40% housing subsidy + utilit a ment assistance 30% housing subsidy + utilit a ment assistance 30% housing subsidy + utilit a ment assistance 20% housing subsidy + utilit a ment assistance 20% housing subsidy + utilit a ment assistance 30-da Follow-u 60-da 90-da On a case by case basis, sub-grantees may be authorized to increase rental assistance (and not follow the decreasing subsidy scale above), only when extenuating circumstances arise for a client. Some of these extenuating circumstances may include, but is not limited to, reunification with a child, loss of employment (income), drop in income, medical emergency/illness, loss of other resources. In these cases, the sub-grantee will verify and document in each file the reasons for increasing financial assistance, and advise the City and/or County in regards to the specific circumstances of the client, to ensure the City/County will approve the change before it is enacted. Determination of Unit Size Requirements The City and County will require each sub-grantee to determine the appropriate number of bedrooms needed by an individual or family when it determines family eligibility for financial assistance, based on the information below. The following requirements apply when determining the family unit size: • The unit size determination must provide for the smallest number of bedrooms needed to house a family without overcrowding, regardless of the amount of the payment standard. • The unit size determinations must be applied consistently for all families of like size and composition. • A child who is temporarily away from the home because of placement in foster care is considered a member of the family in determining the family's unit size. City and County of Fresno ESG Policies and Procedures • A family that consists of a pregnant woman only (with no other household members), must be treated as a two-person family. • Two elderly or disabled household members may be given separate bedrooms. • Any live-in aide (approved by the sub-grantee to reside in the unit to care for a family member who is disabled or is at least 50 years of age) must be counted in determining the family unit size. • Unless a live-in aide resides with the family, the family unit size for any family consisting of a single person must be either a zero or one-bedroom unit. The City and County of Fresno will allow sub-grantees to provide for case-by-case exceptions to this rule, only after the following has been met: 1. The client has searched for available zero or one-bedroom units, and at least 4 apartment complexes have been searched with no availability at that bedroom size as evidenced in writing. The sub-grantee may allow the client to rent up to a 2 bedroom unit as long as the payment is equal to the 0-1 bedroom payment. 2. Client agrees in writing that they will not add additional person(s) to the lease nor move in any additional persons into the assisted unit without first seeking the approval of both the sub-grantee and the landlord. The client will have to be re-evaluated for eligibility on a monthly basis. UNIT SIZE REQUIREMENTS Unit Size Maximum Household Range Size 0-1 BR 2 2 BR 4 3-BR 6 4-BR 8 5-BR 10+ Rent Reasonableness Rental assistance paid cannot exceed the actual rental cost, which must be in compliance with HU D's standard of "rent reasonableness." "Rent reasonableness" means that the total rent charged for a unit must be reasonable in relation to the rents being charged during the same time period for comparable units in the private unassisted market and must not be in excess of rents being charged by the owner during the same time period for comparable non-luxury unassisted units. To make this determination, sub-grantees should consider (a) the location, quality, size, type, and City and County of Fresno ESG Policies and Procedures age of the unit; and (b) any amenities, housing services, maintenance and utilities to be provided by the owner. Comparable rents can be checked by using a market study, by reviewing comparable units advertised for rent, or with a note from the property owner verifying the comparability of charged rents to other units owned (for example, the landlord would document the rents paid in other units). All sub-grantees will be required to fill out the attached Exhibit C: Rent Reasonableness Checklist and Certification in its entirety, for each client assisted with rent, and keep the record in the client file. The form includes several columns where the sub-grantee is expected to find comparables units and comparable rates. In filling out the form, sub grantees cannot exclusively utilize units within the same apartment complex that the client will be renting, nor can the sub-grantee utilize units that are more than 1 mile away from the unit to be rented. Rental. Security and Utility Payments Sub-grantees must not make payments directly to program participants, but only to third parties, such as landlords or utility companies. In addition, an assisted property may not be owned by the grantee, sub-grantee or the parent, subsidiary or affiliated organization of the sub-grantee. Sub-grantees can only make rental payments and/or security deposits for clients that have a signed lease for their eligible unit. Additionally, the program participant must be named on the lease. Therefore, assistance could not be provided to an individual renting from a friend or relative if a legal lease is not in place. In cases where an individual is renting a unit from a friend or relative and a legal lease is in place, sub-grantees providing assistance must ensure that the arrangement is not in violation of conflict of interest laws and the rent charged and the terms of the lease must be the same for the participant as they are for other tenants renting comparable units. If two unrelated individuals are joint parties to a lease, a sub-grantee must consider total household income to determine eligibility (i.e., either the whole household is eligible for assistance, or the whole household is not). A sub-grantee can provide rental assistance to a client residing at a board and care facility only as long as each resident of the group home, assisted living facility, or boarding house has an individual lease, and has been assessed and certified to be eligible to receive ESG assistance. Please note that financial assistance for persons in a group home-type setting is limited to: rent, security deposits, utility deposits, and utility payments. Service fee charges that might be applied at assisted living facilities are not eligible. In addition, if there is another rental subsidy being provided, ESG cannot be used for rent, and if there is a utility subsidy being provided, ESG cannot be used for utilities. City and County of Fresno ESG Policies and Procedures If sub-grantee incurrs late fees due to a late submittal of a rental payment, these cannot be reimbursed by, or paid out of, ESG funds. In addition, the ESG Program also requires a rental assistance agreement between the sub-grantee and the housing owner. Maximum Rent Rental assistance cannot be provided unless the rent does not exceed the Fair Market Rent established by HUD, as provided under 24 CFR part 888. Habitability Standards Sub-grantees providing rental assistance with ESG funds will be required to conduct initial and any appropriate follow-up inspections of housing units into which a program participant will be moving. Units should be inspected on an annual basis and upon a change of tenancy. Inspection of each unit must include the filling out and filing of the attached Exhibit 0: ESG Housing Habitability Standards Inspection Checklist. Sub grantees are to ensure that experienced staff performs all habitability inspections Rental Payments in Arrears Rental assistance may be used to pay up to 6 months of rental arrears for eligible program participants. Rental arrears may be paid if the payment enables the program participant to remain in the housing unit for which the arrears are being paid or move to another unit. If HPRP funds are used to pay rental arrears, arrears must be included in determining the total period of the program participant's rental assistance. Lead Based Paint Visual Assessment Requirements Sub-grantees are required to provide a visual assessment of each selected property for client habitability to ensure that there are no hazards related Lead Based Paint. Visual assessments can be conducted by a HUD-Certified Visual Assessor under ESG, and must meet the requirements as outlined in the Lead-Based Paint Poisoning Prevention Act, as noted in Section VII.F of the Notice. A 20-minute online training course on conducting visual assessments can be found on HUD's website at http://www.hud.gov/offices/lead/training/visualassessment/h00101.htm. After successful completion of the online course, sub-grantees will receive a certificate of completion which qualifies them for conducting the assessments. All sub-grantees are required to have at least one staff member conduct the test and pass. City and County of Fresno ESG Policies and Procedures -Sub-grantees are also required to fill out and sign the ESG Lead Screening Worksheet, as enclosed in Exhibit E, and the ESG Lead-Based Paint Document Checklist, as enclosed also in Exhibit F, for each client receiving assistance. Please note, that the form has a last page that requires staff signature and date. Sub grantees will ensure that the form is signed and dated properly. Reporting Requirements HMIS Sub-grantees are required to input HMIS client data as soon as feasibly possible, and at least on a bi-weekly basis. City and County staff will be working with the Housing Authority to pull data on a monthly basis and will contact sub-grantees who have not utilized HMIS as required. This reporting requirement is set forth to facilitate sub grantee's quarter-end reporting process and to assist the City/County in its quarterly reporting to the federal government and HUD. Sub-grantees who fail to meet this requirement will be in default of their agreement, which will trigger a performance review by the City and/or County. Monthly/Quarterly Reporting Sub-grantees are required to provide a monthly activity report to the City and/or County in addition to a quarterly performance report to the City and/or County, in the form attached as Exhibit G: Performance Reports. Request for Disbursements Sub-grantees will be allowed to request disbursements in arrears, for services provided during the preceding month, and only as identified in their appropriate ESG Agreements/Contracts. Reimbursements shall be made in compliance with the terms of the agreement(s). All requests for disbursements must be accompanied by sufficient supportive documentation verifying actual costs incurred. City/County staff will review funding disbursement requests to ensure that funds requested are for allowable costs and are within the budget as established in the Agreements/Contracts. All requests for disbursements will be only in the form(s) as provided in the attached Exhibit H: ESG Funds Disbursement Request. City and County of Fresno ESG Policies and Procedures Policy on Security and Utility Deposits HUD is giving grantees the discretion to determine how to handle returned security deposits. The City/County of Fresno will not require it's sub-grantees to recover a utility security deposit (i.e. PG&E) as these are credited as payment toward a final bill if service is turned off within the first 12 months of service. Beyond 12 months, the deposit is credited toward the 13 month of service ( or close to it) if there are 12 consecutive on time payments made. If there are not 12 consecutive on time payments, the deposit will be used for the final month of service. Each sub-grantee who provides a utility deposit on behalf of an eligible client using ESG services shall make payment of such deposit directly to the vendor (utility provider, landlord or property manager) on behalf of the client. Clients are not eligible to receive a reimbursement for utility deposits which have been previously paid by them or paid on their behalf. Each sub-grantee who provides a utility deposit shall count the deposit payment as one additional month of support for that eligible client. In case of security deposits on housing units each sub-grantee who provides a security deposit on behalf of an eligible client using ESG services shall make payment of such deposit directly to the landlord or property manager on behalf of the client. Clients are not eligible to receive a reimbursement for deposits which have been previously paid by them or paid on their behalf. Each sub-grantee who provides a rental deposit shall count the deposit payment as one additional month of support for that eligible client. The security deposit minus any portion kept from the deposit, that may be needed to pay for costs incurred by the tenant such as damages to the unit, shall be returned to the sub-grantee and treated as program income. This program income can be utilized by the sub-grantee to pay for other eligible client deposits following the same method. Program income must be accounted for separately by each sub-grantee, and reported to the City/County. Immigration Status All sub-grantees are required to verify if a proposed client is a qualified alien. The City and County of Fresno have provided alternate requirements for victims of domestic violence due to the imminent danger these clients are facing. Additionally: City and County of Fresno ESG Policies and Procedures Confidentiality • As long as there is one adult with legal status in the household and he/she is the primary lessee on the lease, the sub-grantee can serve that household. • The sub-grantee will count ALL adults and children in the household, and enter them in HMIS • The sub-grantee will only count income from/for those individuals who have legal status. • The sub-grantee will NOT count income from those who do not have legal status because their income is not legal. Each sub-grantee must develop and implement procedures to ensure: 1. The confidentiality of records pertaining to any individual provided with assistance; and 2. That the address or location of any assisted housing will not be made public, except to the extent that this prohibition contradicts a preexisting privacy policy of the grantee. Such procedures must be provided to the City/County before implementation of the program commences. Termination of Housing Assistance A sub-grantee may terminate assistance to a program participant who violates program requirements. Sub-grantees may resume assistance to a program participant whose assistance was previously terminated. In terminating assistance to a program participant, the sub-grantee must provide a formal process that recognizes the rights of individuals receiving assistance to due process of law. This process, at a minimum, must consist of: 1. Written notice to the program participant containing a clear statement of the reasons for termination; 2. A review of the decision, in which the program participant is given the opportunity to present written or oral objections before a person other than the person (or a subordinate of that person) who made or approved the termination decision; and 3. Prompt written notice of the final decision to the program participant. Such procedures must be provided to the City/County before implementation of the program commences. City and County of Fresno ESG Policies and Procedures Non-Discrimination No person in the United States shall, on the ground of race, color, religion, national origin or sex, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity funded in whole or in part with funds made available through the City's ESG Program, or any program or activity receiving Federal financial assistance. Appeals If an application is turned down by a sub-grantee, the applicant may appeal, in writing, within ten (10) days after the occurrence. The appeal must clearly state the reasons for the appeal. The appeal will be filed with the sub-grantee, who will review the appeal and respond. For City of Fresno Applicants: If the appellant is not satisfied with the response of the sub-grantee, the appeal may be presented to the City of Fresno Homeless Policy and Prevention Manager within thirty (30) days of the sub-grantee's response. The City will attempt to resolve the grievance within fifteen (15) days. The ruling of the City will be final. For County of Fresno Applicants: If the appellant is not satisfied with the response of the sub-grantee, the appeal may be presented to the County of Fresno ESG County Coordinator within thirty (30) days of the sub-grantee's response. The County will attempt to resolve the grievance within fifteen (15) days. The ruling of the County will be final. City/County Administration of the Program The City and County of Fresno propose to jointly administer their respective ESG Programs, including updates as needed to this policies and procedures manual. Both agencies will jointly issue a request for funding availability, and work together to select the agencies (sub-grantees) who will receive ESG funding, based on the allocation levels identified in the Action Plans. Each entity will contract individually with each selected vendor. The City/County propose to administer ESG sub-grantee agreements over a two term period. Monitoring City/County of Fresno staff will meet with all service providers on a monthly basis to discuss performance, rules, and processess, coordinate services, collaboratively exhange best practices and discuss concerns in administering the program. City/County staff will conduct on-site monitoring and audits of all selected service providers to ensure proper administration of the program. All sub-grantees will be City and County of Fresno ESG Policies and Procedures required to submit monthly, quarterly and yearly reports to the City/County to ensure performance measures are being met. Additionally, the City/County will audit all requests for reimbursement of ESG funds before these are paid to the selected City service providers. Amendments Ta Program Rules The Fresno City Manager's office, or his/her designee(s), may change City program requirements from time to time to meet program objectives. The County Administrative Officer, or his/her designee(s), may change County program requirements from time to time to meet program objectives. All changes will be required to meet ESG guidelines. Updated June 5, 2012 City and County of Fresno ESG Policies and Procedures EXHIBIT A HOUSEHOLD COMPOSITION HOUSE HOLD COMPOSITION HH Mbr# Last Name First Name & Middle Initial Relationship to Head of Household Date of Birth (MM/DD/YYYY) FIT Student (Y or N) Social Security or Alien Reg. No. I certify that the information presented in this document is true and accurate to the best of my knowledge . Signature of Applicant Date Printed Name of Applicant EXHIBIT B ESG Income Eligibility Calculation Worksheet To be eligible for ESG households must be at or below 30% of the Area Median Income (and meet other ESG eligibility requirements, as identified in federal regulation). Grantees may use this worksheet to determine whether an applicant household meets the ESG income eligibility threshold. A copy of this worksheet should be kept in the ESG participant case file. Household Household Member Name Age of Household Member Member Number 1 2 3 4 5 6 7 8 9 10 11 Total Household Members (Household size) 30% of Area Median Income (AMI) for Household Size $ Household Sources of Household Income Gross Frequency Number of Annual Gross Income Member Documented of Income Payments (gross Income Number/ Current Income per Year amountX#of Name Amount payments per year) ::arned Income (for ADULT household $ $ members only) :arned Income (for ADULT household $ $ members only) :arned Income (for ADULT household $ $ members only) :,elf-employment/business income $ $ :,elf-employment/business income $ $ nterest & Dividend Income $ $ nterest & Dividend Income $ $ Pension/Retirement Income $ $ Pension/Retirement Income $ $ Unemployment & Disability Income $ $ Unemployment & Disability Income $ $ TANF/Public Assistance $ $ TANF/Public Assistance $ $ Alimony, Child Support and Foster Care Income $ $ Alimony, Child Support and Foster Care Income $ $ Armed Forces Income $ $ Armed Forces Income $ $ Other (specify): $ $ Other (specify): $ $ Total Annual Gross Income from all Sources $ - 30% of Area Median Income for Household Size $ - Variance (If less than AMI, then household is income eligible) $ . Is the household at or below 30'6 Area Median Income? YES-Income Eligible Exhibit C: RENT REASONABLENESS CHECKLIST AND CERTIFICATION Proposed Unit Unit#1 Unit#2 Unit#3 Address Number of Bedrooms Square Feet Type of UniUConstruction Housing Condition Location/Accessibility Amenities Unit: Site: Neighborhood : AQe in Years Utilities (type) Unit Rent Utility Allowance Gross Rent Handicap Accessible? CERTIFICATION: A. Compliance with Payment Standard Proposed Contract Rent + Utility Allowance = Proposed Gross Rent The Proposed Contract Rent D does D does not exceed the maximum allowed monthly rent by bedroom count, as established by the U.S. Department of Housing and Urban Development for the use of the local public housing authority in administering the Housing Choice Voucher Program as follows: "Bedroom Count Pa.yment Standard 0 $638.00 1 $702.00 2 $829.00 3 $1,206.00 4 $1 ,299.00 Payment standards Effective Date: October 1, 2011 B. Rent Reasonableness Based upon a comparison with rents for comparable units, I have determined that the proposed rent for the unit D is D is not reasonable . DEPARTMENT/AGENCY NAME: SIGNATURE: DATE : Exhibit D: ESG Housing Habitability Standards Inspection Checklist About this Tool These standards apply only when a program participant is receiving financial assistance and moving into a new (different) unit. Inspections must be conducted upon initial occupancy and then on an annual basis for the term of ESG assistance. The habitability standards are different from the Housing Quality Standards (HQS) used for other HUD programs. Because the HQS criteria are more stringent than the habitability standards, a grantee could use either standard. In contrast to HQS inspections , the habitability standards do not requ ire a certified inspector. As such, ESG program staff could conduct the inspections, using a form such as this one to document compliance. Instructions: Mark each statement as 'A' for approved or 'D' for deficient. The property must meet all standards in order to be approved. A copy of this checklist should be placed in the client file. Approved or Deficient Element 1. Structure and materials: The structures must be structurally sound so as not to pose any threat to the health and safety of the occupants and so as to protect the residents from hazards. 2 . Access: The housing must be accessible and capable of being utilized without unauthorized use of other private properties. Structures must provide alternate means of egress in case of fire . 3. Space and security. Each resident must be afforded adequate space and security for themselves and their belongings . Each resident must be provided with an acceptable place to sleep. 4. Interior air quality. Every room or space must be provided with natural or mechanical ventilation. Structures must be free of pollutants in the air at levels that threaten the health of residents . 5 . Water Supply. The water supply must be free from contam ination . 6 . Sanitary Facilities: Residents must have access to sufficient sanitary facilities that are in proper operating condition , may be used in privacy, and are adequate for personal cleanliness and the disposal of human waste. 7. Thermal environment The housing must have adequate heating and/or cooling facilities in proper operating condition. 8. Illumination and electricity The housing must have adequate natural or artificial illumination to permit normal indoor activities and to support the health and safety of residents. Sufficient electrical sources must be provided to permit use of essential electrical appliances while assuring safety from fire . 9. Food preparation and refuse disposal: All food preparation areas must contain suitable space and equipment to store, prepare, and serve food in a sanitary manner. 10. Sanitary condition: The housing and any equipment must be maintained in sanitary condition. 11. Fire safety. Both conditions below must be met to meet this standard. a. Each unit must include at least one battery-operated or hard-wired smoke detector, in proper working condition, on each occupied level of the unit. Smoke detectors must be located, to the extent practicable, in a hallway adjacent to a bedroom. If the unit is occupied by hearing-impaired persons, smoke detectors must have an alarm system designed for hearing-impaired persons in each bedroom occupied by a hearing-impaired person. b. The public areas of all housing must be equipped with a sufficient number, but not less than one for each area, of battery-operated or hard-wired smoke detectors. Public areas include, but are not limited to, laundry rooms, day care centers, hallways, stairwells, and other common areas. (Source: U.S. Department of Housing and Urban Development, Docket No. FR-5307-N-0 1, Noti ce of Allocations, Application Procedures, and Requirements for Homelessness Prevention and Rapid Re Housing Grantees under the Recovery Act) CERTIFICATION STATEMENT I certify that I am not a HUD certified inspector and I have evaluated the property located at the address below to the best of my ability and find the following: D Property meets all of the above standards. D Property does not meet all of the above standards . Therefore, I make the following determination: D Property is approved. D Property is not approved . Case Name: Street Address: Apartment: __ City: State: __ Zip: __ Evaluator's Signature: Date : Please Print. Name: CBO Exec. Dir. Initial: ___________ Exhibit E ESG Lead Screening Worksheet About this Tool The ESG Lead Screening Worksheet is intended to guide grantees through the lead-based paint inspection process to ensure compliance with the rule. ESG staff can use this worksheet to document any exemptions that may apply, whether any potential hazards have been identified, and if safe work practices and clearance are required and used. A copy of the completed worksheet along with any additional documentation should be kept in each program participant's case file. Instructions To prevent lead-poisoning in young children, ESG grantees must comply with the Lead-Based Paint Poisoning Prevention Act of 1973 and its applicable regulations found at 24 CFR 35, Parts A, B, M, and R. Under certain circumstances, a visual assessment of the unit is not required. This screening worksheet will help program staff determine whether a unit is subject to a visual assessment, and if so, how to proceed. A copy of the completed worksheet along with any related documentation should be kept in each program participant's file. Note: ALL pre-1978 properties are subject to the disclosure requirements outlined in 24 CFR 35, Part A, regardless of whether they are exempt from the visual assessment requirements. Basic Information Name of Participant Address Unit Number City State Zip ESG Program Staff Part 1: Determine Whether the Unit is Subject to a Visual Assessment Ifthe answer to one or both of the following questions is 'no,' a visual assessment is not triggered for this unit and no further action is required at this time. Place this screening worksheet and related documentation in the program participant's file. Ifthe answer to both of these questions is 'yes,' then a visual assessment is triggered for this unit and program staff should continue to Part 2. 1. Was the leased property constructed before 1978? 0Yes □ No 2. Will a child under the age of six be living in the unit occupied by the household receiving ESG assistance? 0Yes □ No Part 2: Document Additional Exemptions If the answer to any of the following questions is 'yes,' the property is exempt from the visual assessment requirement and no further action is needed at this point. Place this screening sheet and supporting documentation for each exemption in the program participant's file. Ifthe answer to all of these questions is 'no,' then continue to Part 3 to determine whether deteriorated paint is present. 1. Is it a zero-bedroom or SRO-sized unit? OYes □ No 2. Has X-ray or laboratory testing of all painted surfaces by certified personnel been conducted in accordance with HUD regulations and the unit is officially certified to not contain lead-based paint? OYes ONo 3. Has this property had all lead-based paint identified and removed in accordance with HUD regulations? OYes ONo 4. Is the client receiving Federal assistance from another program, where the unit has already undergone (and passed) a visual assessment within the past 12 months (e.g., if the client has a Section 8 voucher and is receiving ESG assistance for a security deposit or arrears)? D Yes (Obtain documentation for the case file.) ONo 5. Does the property meet any of the other exemptions described in 24 CFR Part 35.1 lS(a). OYes ONo Please describe the exemption and provide appropriate documentation of the exemption. Part 3: Determine the Presence of Deteriorated Paint To determine whether there are any identified problems with paint surfaces, program staff should conduct a visual assessment prior to providing ESG financial assistance to the unit as outlined in the following training on HUD's website at: http://www.hud.gov/offices/lead/training/visualassessment/hOO 101.htm. Ifno problems with paint surfaces are identified during the visual assessment, then no further action is required at this time. Place this screening sheet and certification form (Attachment A) in the program participant's file. If any problems with paint surfaces are identified during the visual assessment, then continue to Part 4 to determine whether safe work practices and clearance are required. 1. Has a visual assessment of the unit been conducted? OYes □ No 2. Were any problems with paint surfaces identified in the unit during the visual assessment? 0YesDNo (Complete Attachment A -Lead-Based Paint Visual Assessment Certification Form) Part 4: document the level of identified problems All deteriorated paint identified during the visual assessment must be repaired prior to clearing the unit for assistance. However, if the area of paint to be stabilized exceeds the de minimus levels ( defined below), the use oflead safe work practices and clearance is required. If deteriorating paint exists but the area of paint to be stabilized does not exceed these levels, then the paint must be repaired prior to clearing the unit for assistance, but safe work practices and clearance are not required. 1. Does the area of paint to be stabilized exceed any of the de minimus levels below? • 20 square feet on exterior surfaces D Yes D No • 2 square feet in any one interior room or space D Yes D No • 10 percent of the total surface area on an interior or exterior component with a small surface area, like window sills, baseboards, and trim D Yes D No If any of the above are 'yes,' then safe work practices and clearance are required prior to clearing the unit for assistance. Part 5: Confirm all identified deteriorated paint has been stabilized Program staff should work with property owners/managers to ensure that all deteriorated paint identified during the visual assessment has been stabilized. Ifthe area of paint to be stabilized does not exceed the de minimus level, safe work practices and a clearance exam are not required (though safe work practices are always recommended). In these cases, the ESG program staff should confirm that the identified deteriorated paint has been repaired by conducting a follow-up assessment. Ifthe area of paint to be stabilized exceeds the de minim us level, program staff should ensure that the clearance inspection is conducted by an independent certified lead professional. A certified lead professional may go by various titles, including a certified paint inspector, risk assessor, or sampling/clearance technician. Note, the clearance inspection cannot be conducted by the same firm that is repairing the deteriorated paint. 1. Has a follow-up visual assessment of the unit been conducted? 0Yes □ No 2. Have all identified problems with the paint surfaces been repaired? 0Yes □ No 3. Were all identified problems with paint surfaces repaired using safe work practices? 0Yes 0No D Not Applicable -The area of paint to be stabilized did not exceed the de minimus levels. 4. Was a clearance exam conducted by an independent, certified lead professional? 0Yes 0No D Not Applicable-The area of paint to be stabilized did not exceed the de minimus levels. 5. Did the unit pass the clearance exam? 0Yes □ NoD Not Applicable -The area of paint to be stabilized did not exceed the de minimus levels. Note : A copy of the clearance report should be placed in the program participant's file . Exhibit F ESG Lead-Based Paint Document Checklist About this Tool The following checklist provides ESG grantees with an overview of common documents that can be used to verify compliance with the Lead-Based Paint Poisoning Prevention Act. Note that this checklist does not cover all of the documentation that providers would want to include in all instances. For example, additional documentation may be required if the property is found to meet exemptions listed under Part 2 of the Lead Screening Worksheet. Document Name Purpose ✓ Aoolication Documents age of children Screenshot of propertv record from online tax database Documents aoe of orooertv Lead Screening Worksheet Documents exemptions (additional documentation will vary based on exemption) Lead-Based Paint Visual Assessment Certification Documents that a visual assessment was conducted and problems with paint surfaces were not identified Owner Certification (if applicable) Documents owner certification that any identified problems with paint surfaces have been repaired and that safe work practices were followed , as aoolicable Clearance Report (if applicable) Documents that unit passed clearance Documentation of ongoing maintenance activities: • Visual Assessment Certification Forms • Clearance report from each maintenance job involving painted surfaces above the de minimis threshold Notice of lead hazard reduction for each maintenance • job involving painted surfaces Documents that a visual assessment is performed at least annually during the assistance period and that any deteriorated paint was appropriately addressed (including clearance and notice of lead hazard reduction) Documentation of response to EIBLL child: • Copies of risk assessment • Abatement or clearance report • Relocation documents • Correspondence with health department Documents that if an EIBLL child was identified in the unit, the situation was addressed in accordance with the Lead Safe Housing Rule . Exhibit G MONTHLY PERFORMANCE REPORT HOMLESS PREVENTION AND RAPID REHOUSING County of City of Re ort To : Fresno or □ Fresno Name of Agency: Project Reporting Month I. PROGRESS NARRATIVE A. List specific accomplishments during this reporting period : B. Problem areas : C. Is the project following the approved implementation schedule? D. Has there been any private sector involvement? If so, please provide information here. II. STATUS OF HMIS REPORTING AND DATA INPUT 111. NARRATIVE DESCRIBING SPECIFIC HOUSING RELOCATION & STABILIZATION SERVICES PROVIDED DURING REPORTING PERIOD IV. NARRATIVE DESCRISING SPECIFIC HABITABILITY INSPECTION SERVICES PERFORMED OR CONTRACTED OUT DURING REPORTING PERIOD V. ,PENDING ISSUES: VI. CONCLUSIONS: AGENCY Name CITY/COUNTY USE ONLY Reviewed by City/County Staff Title ,, Date Elate ------------------- -- ---------------------------------------------------------------------- Exhibit H ESG Funds Disbursement Request Report Period: ________________ ORGANIZATION NAME: -------------ATTENTION : Claudia Cazares PROJECT NAME: ----=E=S-=G------~---HUD CONTRACT TIME LAPSED 0% CONTRACT NUMBER: -------------CONTRACT TIME LAPSED: 0% CONTRACT FUNDS EXPENDED: 0% SEND THE MONTHLY INVOICE FORM TO ALONG WITH COPIES OF ALL INVOICES VERIFYING EXPENDITURES TO THE FOLLOWING ADDRESS: City of Fresno, Planning and Development Department, Attn: Housing Manager, 2600 F resno St., Room 3070 Fresno, CA 93721 I Homeless Prevention -Financial Assistance I Homeless Prevention -Relocation & Stabilization I I Month Year to IMonth Year to :I I Date , Expense Date I I I ExpenseBudaet Budaet 1 Case Manaaement Services 1 Security & Utility Deposits 1 Rental Assistance I1 Outreach and Enaaaement I I ; Housina Search, Utilltv Pavments : Moving Cost Assistance : Leaal Service I I1 Credit Repair ___ $0.00 _____ _:. Total ______________ _____ ___ $0.00 _____ ..I'Total I Rapid Re-Housin! I I I 1 Rental Assistance , Security & Utility Deposits : Utillty Payments 1 Moving Cost Assistance I : Total Budget -Financial Assistance Month Expense $0.00 I Rapid Re-Houslna -Relocation & Stabilization I I Year to I IDate 1 Case Management Services ; Outreach and Engagement 1 Housina Search 1 Leaal Service 1 Credit Repair : Total I Month Year to I Budaet Expense Date I I I I I I I $0.00 : Administrative Cost I Emergency Shelter/Street Outreach I I I I Month Year to , Month Year to I I Budget Expense Date I Budaet Expense Date I I ; Total1 Total I FOR CONTRACTOR USE Submitted by : Name: 1 Title: Date: i Phone: Four /City/County Use Only : Approved By: Name: Date : Amount: -~~ ' 1 Staff Funding Recommendation 2023-2024 Annual Action Plan for HUD Community Planning & Development Programs Anticipated Resources Table 1 – CDBG Sources and Uses Sources – CDBG Amount Uses – CDBG % Amount Annual Entitlement $6,897,161 Public Infrastructure 37% $3,043,594.22 Prior Year Funds $1,350,596.03 Affordable Housing 33% $2,757,870.61 Public Services 12% $991,860 Micro-Enterprise Assistance >1% $40,000 Fair Housing >1% $35,000 Administration & Compliance 16% $1,379,432.20 Subtotal $8,247,757.03 Subtotal 100% $8,247,757.03 Table 2 – HOME Sources and Uses Sources – HOME Amount Uses – HOME % Amount Annual Entitlement $3,578,083 Affordable Housing 75% $2,683,562 CHDO Housing Development 15% $536,713 Administration & Compliance 10% $357,808 Subtotal $3,578,083 Subtotal 100% $3,578,083 Table 3 – ESG Sources and Uses Sources – ESG Amount Uses – ESG % Amount Annual Entitlement $601,082 Rapid Rehousing 56% $338,723 Emergency Shelter/Street Outreach 33.5% $201,362 Homelessness Prevention 3% $15,916 HMIS 0% $0 Administration & Compliance 7.5% $45,081 Subtotal $601,082 Subtotal 100% $601,082 Table 4 – HOPWA Sources and Uses Sources – HOPWA Amount Uses – HOPWA % Amount Annual Entitlement $990,192 Housing Opportunities for People with AIDS/HIV 97% $960,487 Administration & Compliance 3% $29,705 Subtotal $990,192 Subtotal 100% $990,192 2 Project Funding Summary Table 5 - Project Funding Summary PRIORITY AREA PROJECT CDBG HOME ESG HOPWA Homeless & Homelessness Prevention Emergency Solutions Grant $601,0821 Homeless & Homelessness Prevention Housing Opportunities for People with AIDS/HIV $960,487 Affordable Housing Housing Rehabilitation (Non-Profit) $700,000 Affordable Housing Housing Rehabilitation (City Provided) $700,000 Affordable Housing Affordable Housing Development $1,357,870.61 $2,683,562 Affordable Housing Affordable Housing Development – CHDO $536,713 Public Infrastructure & Facilities Neighborhood Street Improvements $2,043,594.22 Public Infrastructure & Facilities Facility Improvements $1,000,000 Community Services PARCS After School Programs $316,000 Community Services PARCS Senior Enrichment Programs $480,711 Community Services Non-Profit Public Services $195,149 Community Services Microenterprise Assistance $40,000 Fair Housing Fair Housing Education, Outreach, and Referral $35,000 Administration & Compliance Program Administration $1,379,432.20 $357,808 See note $29,705 TOTALS $8,247,757.03 $3,578,083 $601,082 $990,192 1 Administration funds of $45,081 are included in the ESG project total. 3 NOFA Applications & Staff Funding Recommendations Table 6 - Public Infrastructure Applicant Program Title People Assisted NOFA Score NOFA Rank Amount Requested Staff Funding Recommendation Funding Source City of Fresno Public Works Rialto-Marks-Holland-Valentine Neighborhood Street Improvements 1 6,153 56.3 1 $1,258,100 $1,258,100 CDBG City of Fresno Public Works Knight Ave Street Improvements 2 2,795 50.8 2 $785,494.22 $785,494.22 Funds Requested/Recommended: $2,043,594.22 $2,043,594.22 Funds Available: $2,043,594.22 Amount Undersubscribed $0 1 Located in Council District 1 2 Located in Council District 3 4 Table 7 - Community Services 1 Applicant Program Title People Assisted NOFA Score NOFA Rank Amount Requested Staff Funding Recommendation Funding Source City of Fresno PARCS Senior Program 500 63.7 1 $480,000 $480,711 CDBG City of Fresno PARCS Youth Program 400 58 2 $315,000 $316,000 Central Valley Justice Coalition Youth Advocacy and Mentorship Program for Preventing Human Trafficking 120 86.7 1 $89,670 $89,441 Marjaree Mason Center Critical Services for Survivors of Domestic Violence 35 86.3 2 $102,641 $105,708 Live Again Fresno Change the Narrative 250-300 68.7 3 $175,000 $0 Gracebound Medical and Mental Health Services 1,000 47 4 $122,000 $0 Gracebound Youth Program 600 45.7 5 $47,000 $0 Gracebound Senior Program 300 39 6 $40,000 $0 Chinatown Fresno Foundation Chinatown: Open for Business2 30 81 1 $63,622 $40,000 Funds Requested/Recommended: $1,434,933.80 $1,031,860 Funds Available: $1,031,860 Amount Oversubscribed: $403,073 1 Community Services funding capped at 15% per 24 CFR 570.201(e)(1). 2 Microenterprise assistance is not subject to the Community Service cap of 15% per 24 CFR 570.201(o)(2). 5 Table 8 - Fair Housing Applicant Program Title People Assisted NOFA Score NOFA Rank Amount Requested Staff Funding Recommendation Funding Source Fresno Interdenominational Refugee Ministry (FIRM) Immigrant and Refugee Inclusion in Fair Housing 4,500 67.7 1 $35,000 $35,000 CDBG Funds Requested/Recommended: $35,000 $35,000 Funds Available: $85,0001 Amount Undersubscribed ($50,000)2 Table 9 - Owner-Occupied Home Rehabilitation Applicant Program Title People Assisted NOFA Score NOFA Rank Amount Requested Staff Funding Recommendation Funding Source Self-Help Enterprises Housing Rehab 15 84.8 1 $700,000 $700,000 CDBG Habitat for Humanity Housing Rehabilitation/Repair Program 13 81.4 2 $373,090 $0 Funds Requested/Recommended: $1,073,090 $700,000 Funds Available: $700,000 Amount Oversubscribed $373,090 1 Total funds available comprised of $50,000 in Administrative funds, and $35,000 in Community Services funds. 2 Fifteen thousand dollars of undersubscribed funds allocated to Administrative funds, and $35,000 of undersubscribed funds allocated to Community Services. 6 Table 10 - Homeless and Homelessness Services Applicant Program Title People Assisted NOFA Score NOFA Rank Amount Requested Staff Funding Recommendation Funding Source WestCare California The Living Room 500 92.3 1 $849,665 $960,487 HOPWA Poverello House Homeless Outreach Progressive Engagement (HOPE) Team 800 98 1 $203,206 $201,362 ESG Marjaree Mason Center Emergency Shelter Program 300 95.6 2 $203,206 $0 WestCare California Project UNITE 39 93.2 1 $248,958 $218,666 Poverello House Rapid Rehousing Program 14 83.4 2 $135,972.50 $135,973 Funds Requested/Recommended: $1,751,829.50 $1,516,488 Funds Available: $1,516,488 Amount Oversubscribed: $235,341.50 7 Application Project Descriptions Application Program Title Application Program Description Infrastructure & Facilities Department of Public Works – Knight Ave. Street Improvements The Knight Avenue Street Improvements project will construct new complete sidewalks where there are currently no existing sidewalks, and install a new wide street pavement section, along Knight Avenue between Grove and Jensen Avenues. The project also includes new street lighting per City standard and landscaped planter curb returns. The project will make this section of Knight Avenue and the surrounding residential neighborhood safer and more accessible. Department of Public Works – Rialto-Marks- Holland-Valentine Neighborhood Street Improvements The Rialto-Marks-Holland-Valentine Neighborhood Street Improvements project will accomplish complete street surface reconstruction including sidewalks, curb and gutter, and remove ADA barriers to access in a residential neighborhood. The project will reconstruct streets along West Holland Avenue between Valentine and Marks Avenues, up to Norwich and Indianapolis Avenues within CDBG limits. These street improvements are expected to improve the safety, accessibility, and quality of life for residents of this neighborhood. Owner-Occupied Home Repair Habitat for Humanity – Housing Rehabilitation/Repair Program Habitat for Humanity Greater Fresno Area (HFHGFA) requests funding to provide owner-occupied home repairs to eligible City of Fresno homeowners to continue to stabilize the existing housing element. Self-Help Enterprises – Housing Rehab Execute emergency, minor, and substantial housing rehabilitation to remedy property maintenance, age, health, and safety, and/or housing code issues of existing single-family residential units for low-income owner-occupied households. Self-Help Enterprises staff will collaborate with homeowners and contractors to improve key building features including roofing, windows, and flooring, and property systems such as basic plumbing, electrical, cooling and/or security. The home repair and rehabilitation services are available to income eligible homeowners of single-family residences located within City limits of Fresno. Micro-Enterprise Assistance 8 Application Program Title Application Program Description Chinatown Fresno Foundation – Open for Business This two-part program will improve business acumen of existing businesses while drawing start-up entrepreneurs to the neighborhood. Existing businesses will benefit from expanded services of the Chinatown Empowerment Center (which includes the Make Time Business School) and its new Manager. New micro- enterprises will learn how to start and grow their businesses in Chinatown. Non-Profit Public Services Central Valley Youth Justice Coalition – Youth Advocacy and Mentorship Program for Preventing Human Trafficking Through a combination of 1-on-1 mentorship, education, and group programs, the Justice Coalition's Advocacy and Mentorship Program aims to connect with youth who have greater risk factors for human trafficking and exploitation in order to provide support before they become victims. We are certified providers of three different curriculums, in addition to having created our own tools, training, and resources based on our twelve years of experience fighting trafficking in the Central Valley. Our advocates can equip young people with the tools they need to recognize traffickers and identify resources that keep themselves and their community safe. Gracebound – Medical and Mental Health Services A location to allow people to shower, launder clothes, obtain groceries, toiletries, clothing, feminine hygiene products, referrals to supportive services, counseling, and dental services, transportation services to attend medical housing, and aid appointments, addiction recovery support group, etc. Gracebound – Seniors Program Services for 60 and over including recreational and support group activities such as bingo, cards, domino, a variety of board games, movie nights, grief seminars/presentations, health seminars, reading club, knitting club, arts and crafts activities gentle exercises, etc. Gracebound – Youth Program Services for young people between 4 to 19 that include recreational activities such as movie nights, board games, table tennis, basketball, local trips; life skills such as applying for jobs, educational courses, IDs, driving, first aid and health seminars, self-defense sessions with licenses organizations, substance abuse awareness, etc. Live Again Fresno – Change the Narrative Live Again Fresno will work with various age groups it serves to provide age specific and appropriate activities. For example, all the program participants will participate in Social Emotional Learning (SEL), recreational services, cultural arts, educational programs, and other participant led activities. For the older population 13+ programming will be geared toward mental health wellness, resume writing, life skills, money management, and critical thinking skills training. 9 Application Program Title Application Program Description Marjaree Mason Center – Critical Services for Survivors of Domestic Violence Marjaree Mason Center is requesting City of Fresno CDBG funds to support critical service for survivors of domestic violence by providing stabilization services for individuals and families who are residing in the agency’s confidential Emergency Safe House. Funds through this program will be used to provide safe shelter and comprehensive supportive services to adults and children who are considered low/moderate-income and fleeing from domestic violence while they work toward becoming self-sufficient. In the past, MMC’s emergency safe house set aside rooms for clients enrolled in longer-term transitional housing programs, however, due to increases in local domestic violence rates, MMC is now utilizing all rooms in the Safe House for short-term emergency clients only. On average clients stay in the Safe House for approximately 32 days before transitioning out of emergency shelter and into other long-term housing programs. PARCS Public Services PARCS Department – Youth Recreation Program The Youth Recreation Program provides high quality after school programming, camps and enrichment activities for youth aged 17 and under at ten City of Fresno community centers and neighborhood parks. The program was formerly known as the After School Program. PARCS Department – Senior Recreation Program The Senior Recreation Program provides recreational activities at senior centers in the City of Fresno for seniors ages 60+. Examples of activities include: arts and crafts, educational and skill building workshops, nutrition education, gardening, special events and excursions. The purpose of the program is to provide connection, improve quality of life and strengthen community resiliency. Fair Housing Fresno Interdenominational Refugee Ministry (FIRM) Fresno Interdenominational Refugee Ministry (FIRM) will provide Public Fair Housing Education and Outreach through workshops, ethnic media, sharing informational resources city-wide and targeted canvassing in areas where low- income Southeast Asian, Spanish, and Arabic-speaking communities congregate (RECAPs). Outreach materials will be distributed in five different languages in order to increase awareness about fair housing rights and resources that often are not made accessible to diverse, low-income communities. Emergency Shelter & Street Outreach Marjaree Mason Center – Emergency Shelter Program Marjaree Mason Center is requesting ESG funding to support emergency shelter and support services for adults and their children experiencing domestic violence and homeless or at risk of homelessness due to abuse. Funds through this program will be used to support costs associated with Marjaree Mason Center's Emergency Shelter Program which provides 24/7 crisis response, emergency shelter, basic necessities (e.g. food, clothing, blankets, hygiene items, diapers, etc.), case management, victim advocacy, mental health services and coordinated entry system services that assist clients while they work toward obtaining longer- term safe housing and increase stability. 10 Application Program Title Application Program Description Poverello House – Homeless Outreach Progressive Engagement (HOPE) Team The HOPE Team provides street outreach to people experiencing homelessness that live in the City of Fresno. The purpose of the team is the link people experiencing homelessness to navigation services and shelter. The HOPE Team will also provide limited navigation services Rapid Rehousing Poverello House – Rapid Rehousing Program The proposed program is to provide direct case management and rental support for those experiencing homelessness in the City of Fresno for up to one year. This program will support security deposits, pay for costs associated with PG&E arrears and direct rental support. Case managers will work with program participants during this timeframe to develop a plan to sustain housing beyond the rapid rehousing program support. WestCare California – Project UNITE WestCare California, Inc. is seeking funding to continue providing rapid rehousing and homelessness prevention services through Project Unite. During the grant period, Project Unite will provide: 1) 21 individuals with homelessness prevention services; 2) 18 individuals with rapid rehousing assistance; and 3) 13 households will receive case management services. The program will engage homeless and chronically homeless individuals and families with extremely low-incomes (less than 30% area median income), including Veterans who are not eligible for housing assistance through SSVF or HUD-VASH. Homelessness Prevention WestCare California – Project UNITE WestCare California, Inc. is seeking funding to continue providing rapid rehousing and homelessness prevention services through Project Unite. During the grant period, Project Unite will provide: 1) 21 individuals with homelessness prevention services; 2) 18 individuals with rapid rehousing assistance; and 3) 13 households will receive case management services. The program will engage homeless and chronically homeless individuals and families with extremely low-incomes (less than 30% area median income), including Veterans who are not eligible for housing assistance through SSVF or HUD-VASH. Housing Opportunities for People with AIDS/HIV WestCare California – The Living Room WestCare California, Inc. is the lead agency partnering with Fresno Housing Authority to continue providing housing assistance and related supports for people living with HIV/AIDS and their families in Fresno County. Specific services provided include Short Term Rental and Mortgage Assistance (STRMU), Tenant- Based Rental Assistance (TBRA), transitional housing, homelessness prevention, rapid rehousing, supportive services, and housing information. The primary goals of the proposed program are to help participants achieve both permanent housing and health stability. REQUESTS FOR FUNDING 2023-2024 Consolidated NOFA Fair Housing Fresno Interdenominational Refugee Ministries (FIRM) PY 2023-2024 CONSOLIDATED NOFA PART A – COVER PAGE: NON-PROFIT ORGANIZATION1 Part A, Section 1: General Information Legal Name of the Organization: Fictitious Name (if applicable): Fresno Interdenominational Refugee Ministries DUNS Number of Organization: Federal Tax ID Number: 142364293 77-0357297 Date of Incorporation: Date of 501(c)(3) Determination: 1/12/1994 2/26/1997 Mailing Address of Organization: Organization Website Address: 1940 N. Fresno St www.firminc.org Name of President (or Chair of the Board): E-mail Address: Cathy Barabe cathybarabe@sbcglobal.net Name of Chief Executive or Executive Director: E-mail Address: Christine Barker christine@firminc.org Name of the Secretary: E-mail Address: Darren Duerkson35000 duerks@gmail.com Name of Treasurer (or Chief Financial Officer): E-mail Address: Yaomee Xiong yaomee@firminc.org Principal Contact Person: Principal Contact’s Title: Principal Contact’s Physical Address (Street Address, Suite, City, State, ZIP): Christine Barker Executive Director 1940 N. Fresno St Fresno, CA 93703 Primary Phone #: Alternative Phone #: E-mail Address: 559.487.1500 559.284.7249 Christine Barker Name of Authorized Signatory: Title of Authorized Signatory: Christine Barker Executive Director Signature of Authorized Official: Date of Signature: 1 This document is for non-profit organizations. Units of local government, please complete Part A: Unit of Government Information PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 2 of 5 Part A, Section 2: Mission Statement Please provide the organization’s mission statement within the below space: FIRM’s mission statement, “Sharing Christ’s Love to Build Communities of Hope with New Americans” remains unchanged since our inception in 1994. It should also be noted that FIRM provides services to all people regardless of religion, nationality, race, language or any other protected class without proselytization. No religious beliefs or activities are required or expected in order to receive services or work at FIRM. Part A, Section 3: Organizational Capacity and Management Please provide key personnel information for HUD-funded projects: Staff Name Title Years of Experience 1) Christine Barker Executive Director 10 2) Paying Her Program Manager 5 3) Yaomee Xiong Finance and Operations Director 10 4) 5) Board of Directors How often does your Board of Directors regularly meet? monthly List current Board of Directors below: 1) Cathy Barabe 6) Rev. Simon Biasell 2) Darren Duerkson 7) Rev. Dr. Stan Friesen (emeritus) 3) Anmar Alzaydi 8) 4) Thoua Lee 9) 5) Bounmy Vang 10) PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 3 of 5 Financial Management 1) Has an audit been performed on the proposing organization’s accounting procedures within the last two years? Yes No If yes, name of auditor: JDT and Associates 2) Is the agency audited every year? Yes No 3) Were any management letters issued as a result of the last audit? If yes, explain. No 4) Provide the name of staff responsible for your agency’s accounting system Name: Yaomee Xiong Title: Finance and Operations Director Phone/Email: 559.487.1500 / yaomee@firminc.org Authorized Signatories If your organization is selected for funding, signatures from persons bearing titles from each of the two lines below will be required by your organization. 1. Board Chair, President, or Vice President 2. Treasurer, Secretary, or Assistant Secretary If you will be unable to provide the two requested signatures or intend to otherwise deviate from the standard signature authority, please indicate the names and titles of the authorized signatories below and provide the names and titles of the person(s) authorized to execute agreements on behalf of your organization in your board- certified resolution. Authorized Signatory Name Authorized Signatory Title 1) Christine Barker Executive Director 2) Board Resolution providing for the signature authority of persons to sign agreements on behalf of the entity is attached (required before a subrecipient agreement will be executed). To view the City’s policy regarding signature authority, including a sample signature page and sample certification, view Administrative Order 4-1 at: https://www.fresno.gov/personnel/human-resources-support/#tab-2 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 4 of 5 Part A, Section 4: Summary of Attached Applications: Provide number and total dollar amount of applications by Application Type  Homeless and Homelessness Prevention Programs Number of Applications Total Dollar Amount Requested $  Owner-Occupied Home Repair Number of Applications Total Dollar Amount Requested $  Public and Community Services Number of Applications Total Dollar Amount Requested $  Fair Housing Number of Applications Total Dollar Amount Requested 1 $ 35000 = GRAND TOTAL Number of Applications Total Dollar Amount Requested 1 $ 0.00 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 5 of 5 Required Attachments to Part A Select all attachments included. Part A, Exhibit 1 – Organization’s U.S. Internal Revenue Service 501(c)(3) Determination of Exemption Letter (Required) Part A, Exhibit 2 – Organization’s Articles of Incorporation (Required) Part A, Exhibit 3 – Bylaws of the Organization (Required) Part A, Exhibit 4 – Statement and Designation by Foreign Corporation (when location of incorporation was outside of California) (Required of Out-of-State Corporations only) Part A, Exhibit 5 – List of Directors and Officers by Corporate Title and Name (Required) Part A, Exhibit 6 – Most Recent Audited Financial Statement (an IRS 990, Return of Organization Exempt from Income Tax, may be submitted in lieu of an audit whenever the organization lacks an audit due it not exceeding California and Federal audit thresholds). Part A, Exhibit 7 – Indirect Cost Rate Agreement with Federal Cognizant Agency (Required if applicant seeks to charge an indirect cost rate greater than 10 percent of modified total direct costs) Part A, Exhibit 8 – Resolution of the Board of the Directors Authorizing the Application and Naming the Persons Authorized to Sign the Application (Required; the Resolution must be submitted to the City by 4:00 PM, Friday, March 18, 2022) Page 1 of 23 FY 2023-2024 FAIR HOUSING NOFA PART B – APPLICATION FAIR HOUSING SERVICES Application Summary The City of Fresno (City) invites eligible organizations to submit applications for Fair Housing Administrative Services through the Community Development Block Grant (CDBG) Program. The 2020-2024 Consolidated Plan prioritizes the provision of services to residents and housing providers to advance fair housing. As such, the City is interested in receiving applications for one or more of the following program activities: Activity Potential Funding Fair Housing Complaint and Referral Services Not to Exceed $85,000 (CDBG) Public Fair Housing Education and Outreach Fair Housing Education and Outreach to Housing Industry Professionals • Activity Definitions The Council of the City of Fresno adopted the 2020 Analysis of Impediments to Fair Housing (AI) Choice on May 21, 2020. The AI includes an assessment of socioeconomic conditions, segregation and integration, access to opportunity, housing profile including publicly supported housing, housing for persons with disabilities, and fair housing activities. The AI also identifies barriers to fair housing choice within the City and provides recommended activities to address those barriers. The City has prepared a list of AI recommended activities it wishes to address through this NOFA as well as activities identified by the community as a need, which are presented in this section. The activities fall into three main categories: fair housing complaint and referral services, public fair housing education and outreach, and fair housing education and outreach to housing industry professionals. It is not required that every applicant address all activities, however the City will score points based on 1) the number of activities the applicant proposes to address and 2) the previous experience that the applicant has demonstrated in its application in providing substantially similar services. The City may choose to allocate its fair housing funding to one or more applicants in order to address as many activities as possible. Fair Housing Complaint and Referral Services • Accept fair housing calls and investigate complaints in multiple languages. • Provide accessible means of contact for members of the public with fair housing complaints or concerns, to include at minimum telephone, email, and TTY. • Investigate complaints and refer complainants to appropriate services and organizations. • Provide for support in multiple languages, to include Spanish and Hmong. • Track number of complaints by ZIP code, gender, and race/ethnicity. PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 2 of 23 • Track complaint outcomes to include cases referred to legal services, code enforcement, DFEH, HUD, or other outcome types. • Provide quarterly and annual report to the City of tracked metrics. Public Fair Housing Education and Outreach The City is requesting applications that provide for a comprehensive City-wide fair housing education and outreach program. The strongest applications will include: • Public Fair Housing Education Program: Prepare a program plan to include actions and timeframes for educating the Public regarding their fair housing rights and means by which they may report cases of housing discrimination or seek advice pertaining to fair housing rights. • Create and distribute materials to promote fair housing rights to the public: Materials should include both print and digital communications to potentially include a web page hosted by the organization, recommended updates to the City’s Fair Housing web page, printed flyers or brochures to be distributed in City facilities and other public locations, social media posts, and email distributions. The City is interested in applications that demonstrate in-depth knowledge of the best means of reaching low and moderate-income residents, especially persons of color and other populations potentially vulnerable to housing discrimination. • Distribute fair housing resources through local agencies: Distribution of fair housing resources through social service agencies, community organizations, local congregations, and other channels that most effectively reach populations. • Collaborate with local agencies serving immigrants, refugees, and populations with limited English proficiency on fair housing education: Conduct outreach to local agencies serving immigrants, refugees, and other populations with limited English proficiency to collaborate on approaches to provide fair housing education and enforcement for these groups. • Publicize new state requirements regarding accepting Section 8 vouchers to public and voucher holders: Communicate new state requirements regarding acceptance of Section 8 vouchers to members of the Public, to include collaboration with the Fresno Housing Authority to raise awareness among voucher holders and the public. • Increase awareness of subsidies and resources in low-income neighborhoods: Target neighborhoods with high proportions of low-earning workers as priorities for interventions that increase awareness of available subsidies and resources. • Annual update to Public Fair Housing Education and Outreach Program: Provide a summary of actions and outcomes following the implementation of the Public Fair Housing Education Program, to include recommendations for improvement in subsequent years based on emerging best practices and implementation experience. • Eviction Protection Program: Prepare a program to include educating tenants of their rights to prevent unlawful evictions. Fair Housing Education and Outreach to Housing Industry Professionals PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 3 of 23 The City is requesting applications to provide education and outreach to landlords, property owners, property managers, and lenders. The strongest applications will include: • Provide resources communicating stakeholder responsibilities: Digital and print materials that communicate fair housing responsibilities of landlords, property owners, property managers, and lenders. • Publicize new state requirements regarding accepting Section 8 vouchers to landlords and property owners: Publicize new state requirements regarding accepting Section 8 vouchers to landlords and property managers, with a focus on independent landlords not affiliated with larger property management companies. Publicity to potentially include partnership with media outlets and housing agencies. Connect landlords with questions regarding the new law to appropriate resources. • Create and lead workshops with local lenders to improve mortgage lending outcomes for applicants of color: Convene a working group of local bankers to identify collaborative steps the City, lenders, and other local housing agencies could take to both increase the completion rate of loan applications and reduce the denial rates. Summarize and distribute key issues and recommendations made to attendees and the City. • Annually convene housing industry professionals to learn about fair housing rights and responsibilities: Conduct community-wide event or partner with existing event such as a Fair Housing Conference, either in-person or virtually, that convenes housing industry professionals to learn about fair housing rights and responsibilities and updated fair housing laws. Event should be publicized broadly to industry professionals including lenders, housing agencies, landlords, property owners, and property managers. PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 4 of 23 Application Submission Application Deadline January 27, 2023, by 4:00 p.m. Resolution Authorizing Application Submission Deadline February 13, 2023, by 4:00 p.m. Application Delivery • Please submit an electronic version of your application by: Email HCDD@fresno.gov, or If your file is over 40 MB, email HCDD@fresno.gov to receive a link to upload large files (instructions in the Consolidated NOFA Handbook appendix) Hard copies of applications and authorizing resolutions are not requested or accepted. If assistance is required for digital submission, please reach out to the contact listed below. We will email you within one business day of receipt to confirm application submission – if you do not receive a confirmation, please contact the relevant person. Contact Person • Kimberly Archie, Senior Management Analyst 559-621-8458 kimberly.archie@fresno.gov • General Inquiries Housing & Community Development Division | 559-621-8300 | HCDD@fresno.gov PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 5 of 23 Application Overview and Instructions The City of Fresno (City) Housing and Community Development division is accepting proposals from eligible organizations providing services to residents and housing providers to advance fair housing within the City of Fresno. Funds to be used for this NOFA are from the U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) Program. Under this Fair Housing NOFA, the following Fair Housing activities have been prioritized. Please see the ‘Activity Definitions’ section for specific actions recommended for each activity. • Fair Housing Complaint and Referral Services • Public Fair Housing Education and Outreach • Fair Housing Education and Outreach to Housing Industry Professionals Instructions Applications have been designed to support a standardized method of evaluation for eligibility and consideration. Applicants are encouraged to carefully review their applications prior to submission to ensure all questions are complete and narrative attachments are included. Once the application is submitted, additional information will not be accepted. In the event additional clarification is needed, City staff will contact the agency. In most instances, applicants will have 24 hours to provide the additional clarifying information in order to be considered responsive. Prior to completing their applications, applicants should review the 2023-2024 Consolidated NOFA Handbook. The Handbook provides additional information regarding funding priorities, threshold eligibility requirements, applicant support options, and information on the timeline and process for application review and funding. An organization’s completed application includes one Part A (Subrecipient organizational information), and one Part B Application including all relevant exhibits and attachments for each NOFA project activity for which funding is being sought. Both parts are included in this document. • Submit one (1) electronic copy by email to HCDD@fresno.gov. • Applicants may provide as attachment a maximum of two, single-page letters of support. Additional pages beyond the maximum will not be reproduced. For this reason, applicants should select the two “best” support letters. PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 6 of 23 Evaluation Process Applications will be scored and ranked according to the below criteria. Category Points Qualified / Disqualified: • Does the applicant demonstrate how the proposal aligns with one or more priorities outlined in the City of Fresno 2020-2024 Consolidated Plan and one or more of the projects outlined in the 2023-2024 Annual Action Plan? (If no, the application is disqualified.) • Are the proposed activities eligible under the applicable funding source? (If no in part or full, the application is disqualified in part or full.) • Are the proposed costs eligible under the applicable funding source? (if no in part or full, the application is disqualified in part or full.) • Is the applicant a unit of government or an established public benefit corporation in good standing with the State of California and recognized as exempt under 501(c)(3) of the Internal Revenue Code? (if no, the application is disqualified) • Does the applicant have established financial and management systems? (if no, the application is disqualified) • Are the proposed activities and the beneficiaries of services located within the City of Fresno? • Has the applicant failed to meet any other threshold eligibility requirements in the accompanying 2023-2024 Consolidated NOFA Handbook? (If yes, the application is disqualified.) Qualified or Disqualified Organizational Capacity: • Does the organization have experience with federally funded programs? (5 points) • Does the organization have specific experience with programs funded by the Community Development Block Grant? (5 points) • Does the organization have financial resources to support six months of operating expenses? (5 points) • Does the organization demonstrate that its staff has the experience and skills to deliver the activities indicated in the application? (5 points) 20 PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 7 of 23 Category Points Priority Need Addressed: • How many recommended actions from the Analysis of Impediments to Fair Housing Choice are included in the application? (18 points) • For how many of the selected actions does the organization indicate it possesses at least one year of administering a similar activity? (18 points) 36 Impact and Outcome: • Does the program/activity description clearly articulate how the applicant will deliver the recommended actions from the Analysis of Impediments to Fair Housing Choice? (up to 5 points) • Does the organization describe how their prior activities have resulted in meaningful impact - i.e., successful outcomes for tenants or a change to the way a bank does business, etc. (4 points) • Does the proposal demonstrate that the activity will be completed in a timely manner? (No activities completed by June 30, 2024: 0 points; Some activities completed by June 30, 2024: up to 5 points; all activities completed by June 30, 2024: 10 points) • Will the organization be able to sustain the project in the future without additional CDBG funding provided by the City? (5 points) 24 Cost Effectiveness / Leveraging: • Is the cost per persons served reasonable for the benefit provided? (5 points) • Will the proposed activity leverage additional funds from other sources? (5 points) 10 Coordination / Collaboration • Will the proposed activity be integrated or coordinated with other services to serve the overall needs of its clientele? (10 points.) 10 Total Possible Points 100 PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 8 of 23 Application: Fair Housing 1. Program/Activity Summary Information – please complete the below summary information for the project/program. Program/Activity Name (10 words or less): Immigrant and Refugee Inclusion in Fair Housing Amount Requested: $ 35000.00 To utilize CDBG funds for a public service, the service must be either a new service or a quantifiable increase in the level of an existing service. This project is a: New Project/Program Existing Project/Program Years the applicant has administered this program/activity: 12+ Provide a short description of the proposed program/activity. (1 to 3 sentences and must fit in the provided space). If this is an existing project/program that has not received CDBG funding from the City previously, please briefly explain how CDBG funds will be used to increase the level of service. FIRM previously received Fair Housing funds through CDBG in 2021. We focused for the last year on strengthening our Housing Counseling program, and are now interested in renewing the work on fair housing education and outreach. Fresno Interdenominational Refugee Ministries (FIRM) will provide Public Fair Housing Education and Outreach through workshops, ethnic media, sharing informational resources city-wide and targeted canvassing in areas where low-income Southeast Asian, Spanish, and Arabic-speaking communities congregate (RECAPS. Outreach materials will be distributed in five different languages in order to increase awareness about fair housing rights and resources that often are not made accessible to diverse, low income communities. PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 9 of 23 2. Organizational Capacity a. Describe the organization’s experience with administering programs of this nature. FIRM has significant experience administering contracted programs to conduct outreach and education to the public, with particular expertise reaching Limited-English Proficiency adults in culturally-responsive ways. Some programs that FIRM successfully administered include Housing Counselor Program HUD certified (through our intermediary, National CAPACD), Family Literacy Program (First 5 Fresno County), COVID Equity Project (Fresno County Department of Public Health and City of Fresno), California COVID-19 Community Health Project (CCHP), amongst many others that were successful in serving the community. Each program has their own unique system when it comes to tracking and reporting outreach data. FIRM’s Executive Director supervises the program managers and ensures that programs b. are being implemented according to all contractual agreements and standards. This is c. accomplished through a strong Executive Team that includes the Executive Director, d. Program Managers, Finance Manager, Administrative Assistant and Bookkeeper. Each of these positions works together to ensure that all administrative requirements are met. In regards to the financial requirements (invoicing, budgetary reports, etc.), FIRM’s Executive Director works directly with the Finance Director to ensure that funds are allocated accurately and that reports are completed and submitted by the deadlines stipulated by the funding source. The Program Manager is directly responsible to write required reports, and works closely with the project assistant to complete them. All reports are reviewed and approved by FIRM’s Executive Director prior to submission. e. For how many years has the organization administered activities of the type described in this application? FIRM has served the refugee communities throughout Fresno County for the past 29 years, using federal grants as available. As refugees often struggle to find quality affordable housing, FIRM staff have deep experience in educating newcomers about their rights and responsibilities as newcomers. Throughout those years FIRM has collaborated with local agencies serving immigrants, refugees, and populations with limited English proficiency on fair housing education, distributed fair housing resources through local agencies, and PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 10 of 23 increased awareness of subsidies and resources in low income neighborhoods. FIRM has provided public fair housing education programs to the public for the past 15 years. In addition to providing education on fair housing, FIRM has also created and distributed materials to promote fair housing rights to the community as well using in-person, social media and ethnic media outlets. While following new workplace safety regulations due to the COVID-19 pandemic, FIRM was still able to publicize new state requirements regarding accepting section 8 vouchers to the public as well as current voucher holders. f. Does the organization have experience with: Administering federally funded programs Administering programs funded by the Community Development Block Grant g. Provide the below information for direct service staff: Name Title Brief description of services supported Years of experience providing services described Nhoua Yang Housing Counselor Providing information and systems navigation support for Hmong and Lao individuals struggling with housing or financial issues 5 years Paying Her Program Manager Manage and supervise housing counselors who speak Hmong, Lao, Spanish. 2 additional years of experience providing fair housing education 3 years PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 11 of 23 before becoming a Manager Vincent Chavez/Rathana Evans Housing Outreach Provide outreach about fair housing rights and how to complain against discrimination 1 / 3 years h. Financial Capacity: Organization has financial resources to support six months of operating expenses (financial statement attachment should clearly show current assets and operating expenses). PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 12 of 23 i. Does the organization have the following in place (check box if ‘yes’)? Written policies and procedures for the proposed project or program (i.e., intake, eligibility) Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures 3. Program / Activity Location (s) a. The proposed activity will… (select all that apply): …provide services to residents within the City of Fresno …provide services to residents outside of the City of Fresno …limit services to one or more neighborhoods b. Describe the service area: Note: Strong applications will include specifically defined services areas such as ‘residents within ½ mile radius of [facility address]’ or ‘residents within the boundaries defined on the attached map.’ While educational materials will be shared city-wide using posters, handouts, ethnic media announcements and social media, the areas that FIRM staff will target for in-person outreach about housing quality and fair housing will be in South Fresno RECAP neighborhoods with high percentages of low and moderate income residents, especially persons of color and linguistically isolated populations particularly vulnerable to housing discrimination. Service area map attached as exhibit PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 13 of 23 4. Proposed Scope of Work a. Indicate which actions recommended in the Analysis of Impediments to Fair Housing Choice are included in the application and the years of experience administering each activity. Activity descriptions are provided in the 2023- 2024 Consolidated NOFA Handbook. Fair Housing Complaint and Referral Services Years of Experience Provide accessible means of contact for members of the public with fair housing complaints or concerns, to include at minimum telephone, email, and TTY. Investigate complaints and refer complainants to appropriate services and organizations. Provide for support in multiple languages, to include Spanish and Hmong. Track number of complaints by zip code, gender, and race/ethnicity. Track complaint outcomes to include cases referred to legal services, code enforcement, DFEH, HUD, or other outcome types. Provide quarterly and annual reports of tracked metrics. PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 14 of 23 Public Fair Housing Education and Outreach Activities Years of Experience Public Fair Housing Education Program 17 Create and distribute materials to promote fair housing rights to the public 17 Distribute fair housing resources through local agencies 29 Collaborate with local agencies serving immigrants, refugees, and populations with limited English proficiency on fair housing education 29 Publicize new state requirements regarding accepting Section 8 vouchers to public and voucher holders 3 Increase awareness of subsidies and resources in low-income neighborhoods 29 Annual Update to Public Fair Housing Education and Outreach Program 0 Eviction Protection Program 3 Fair Housing Education and Outreach to Housing Industry Professionals Years of Experience Provide resources communicating stakeholder responsibilities Publicize new state requirements regarding accepting Section 8 vouchers to landlords and property owners Create and lead workshops with local lenders to improve mortgage lending outcomes for applicants of color Annually convene housing industry professionals to learn about fair housing rights and responsibilities PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 15 of 23 b. Estimate the number of unduplicated persons expected to benefit from the project: unduplicated persons will receive a direct benefit from this project. c. Are direct services limited to specific populations? If so, please explain. Direct services are targeted at refugee and immigrant communities in the City of Fresno, through outreach at specific stores, apartment complexes and places of worship. At each of these types of locations within the City of Fresno, many people are present, so may not all be City of Fresno residents. There are not limits placed on education provided, however direct assistance or translation support will be limited to eligible individuals who live in the City of Fresno. d. Timeliness The activities described in this application will be completed by June 30, 2024 The activities described in this application will be completed after June 30, 2024 Some of the activities described in this application will be completed by June 30, 2024, while others will require longer (please explain below) e. How will the organization sustain the project after the CDBG funding terminates? As a HUD-certified Housing Counseling Agency, FIRM hopes to sustain our Fair Housing efforts through housing counseling services. Additionally, FIRM is an active participant in DRIVE conversations about housing quality and quantity, which hopefully will lead to additional outside investment in tenant education around fair housing rights and increased equitable housing opportunities for low-income families throughout Fresno. PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 16 of 23 f. Detailed Narrative Description of Project/Program Describe the project/program in detail in the space below. Limit description to the space provided on this and the next page. Upon Contract signing, FIRM will provide fair housing outreach and education in at least four languages spoken by refugee and immigrant communities in Fresno County. Before launching outreach, FIRM staff assigned to this program will undergo training on using the grant reporting tools as well as documenting the impact of each outreach activity. FIRM’s Fair Housing team will use a Google Form to track how many community members they have interacted with and how many deliverables were accomplished that day. Staff will also provide an in-depth survey to community members after workshops and local events to gain an awareness of how effective their outreach methods are and will use this as feedback to adapt if need be their outreach techniques. Dates, zip codes and addresses, the topics talked about, the languages spoken, how long the outreach event was, will go along with how many fliers have been passed and how many community members that the outreach specialists interact with will go into the reporting documents on google doc. Staff will track over time any topics that are concerning the communities that they interact with, in order to provide those said services in future outreach methods such as ethnic radio, workshops, and local events that will be held by FIRM. The Project Assistant will monitor and compile reports for the Program Manager to review, to be submitted on a quarterly basis to the City of Fresno. Outreach activities include: creating and distributing materials to promote fair housing rights to communities of low English proficiency and other CBOs, increase awareness of subsidies and resources in low income neighborhoods, publicizing new state requirements regarding accepting section 8 vouchers to the public as well as voucher holders, and providing the City with a summary of actions and outcomes including recommendations for improvement in subsequent years. Through these outreach activities, FIRM will address barriers identified in the 2020 Analysis of Impediments to Fair Housing Choice such as socioeconomic conditions, access to opportunity, as well as segregation and integration. Throughout the year, the Program Manager will attend the Immigrant Affairs Committee meetings to maintain communication with other Immigrant and Refugee serving organizations and the City of Fresno. FIRM staff will go out into the community and conduct steady outreach in areas that are in need of fair housing resources. This will include areas such neighborhoods, stores, and places of worship where Hmong, Lao, Khmer, Spanish, and PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 17 of 23 Arabic communities predominantly live, go to, and congregate in. FIRM staff will visit different neighborhoods each week in order to make as much impact as possible in neighborhoods where access to fair housing education is scarce and difficult to obtain. Staff will also use ethnic radio, speaking in their own respective languages, reaching 1,000 to 2,000 listeners per month. Their messages about fair housing will be publicized on ethnic radio in four different languages, with a script updated every month to provide different information about fair housing. Workshops will also be held, with topics including: topics will include renter’s rights, advocacy if you experience discrimination, code enforcement, and other elements of fair housing. The housing team meets weekly, and housing counselors assigned to Fair Housing outreach will share out what they are hearing to the rest of the team in order to inform our organizational response to the needs of the community and also share back with the City of Fresno and other stakeholders. PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 18 of 23 Detailed Narrative Description of Project/Program (Continued from previous page) PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 19 of 23 g. Collaboration Briefly describe any collaboration efforts with other organizations for this project/program or related initiatives. Collaborating Organization Description of Collaboration CCLS free legal services for low income tenants Community Housing Council Annual Fair Housing conference and referrals for fair housing complaints Faith in the Valley Tenant education 5. Project/Program Budget a. List of Funding Sources Provide all planned funding anticipated/ committed for this activity for PY 2023-2024. If the organization has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 20 of 23 PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 21 of 23 b. Activity Budget Summary and Narrative Please complete Exhibit A – Operating Budget Summary and the Budget Narrative. The above referenced Budget worksheet is available in Excel format by sending a request to brandon.sisk@fresno.gov with a copy to HCDD@fresno.gov. The Exhibit B - Budget Narrative should include a description of all costs included in each line item listed in the Operating Budget Summary. Please note the following costs are not allowable for CDBG: bad debts; contingencies; contributions and donations; entertainment costs (including meals for social events and awards/graduation banquets); gifts or incentive awards to individuals; fines and penalties resulting from violations of or non- compliance with Federal, State, and Local laws; interest on borrowed capital; fundraising; investment management. c. Prior-Year Financial Statement For existing programs, please attach a financial statement labeled as Exhibit B for the proposed program for the last full operating year. Failure to provide the financial statement will result in disqualification. Required Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY; AND EXHIBIT B – BUDGET NARRATIVE; AND EXHIBIT – PRIORYEAR AUDITED FINANCIAL STATEMENT INCLUDING STATEMENT OF ACTIVITIES, STATEMENT OF FINANCIAL POSITION AND STATEMENT OF CASH FLOWS (REQUIRED WHEN TOTAL FEDERAL GRANT AWARDS EQUALED OR EXCEEDED $750,000 DURING THE ANNUAL AUDIT PERIOD); OR EXHIBIT – PRIOR-YEAR UNAUDITED FINANCIAL STATEMENT WHEN TOTAL FEDERAL GRANT AWARDS FOR THE ANNUAL AUDIT PERIOD WAS LESS THAN $750,000 Optional Attachments to Part B Application: EXHIBIT – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT – SERVICE AREA MAP (REQUIRED IF NOT DESCRIBED IN 3.b) PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 22 of 23 Exhibit A: Operating Project Budget Summary (or submit via Excel) Budgeted Position (Personnel) or Category (Operations) City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position) Direct Service Personnel (enter position titles): Administrative Personnel (enter position titles): Independent Contractors / Consultants (enter position titles): TOTAL PERSONNEL BUDGET $ $ $ $ $ $ $ $ $ Other Direct Costs (include only costs that are direct; indirect costs are covered under the Indirect Cost Rate) TOTAL OTHER DIRECT COSTS $ $ $ $ $ $ $ INDIRECT COSTS* (Select 1 indirect rate Only) Approved Indirect Cost Rate De minimus 10 % Rate TOTAL INDIRECTCOST BUDGET $ $ $ $ $ $ $ TOTAL PROJECT BUDGET $ $ $ $ $ $ $ $ $ Please review this form and annotate budget items as needed All applicants are required to submit a copy of their organization’s operating budget. *An approved indirect cost rate must be applied to the base identified in the agreement with the federal cognizant agency. Per 2 CFR 200.414, any non-federal entity that does not have a current negotiated rate may elect to charge a de minimis rate of 10% of Modified Total Direct Costs (defined in 2 CFR 200.68). PY23-24 Consolidated NOFA Part B Application – Fair Housing Services Page 23 of 23 Exhibit B: Budget Narrative Please provide a brief narrative describing the expenses included in each category of the budget summary FIRM Board Meeting Jan 25, 2023 Board Members Present:Darren Duerksen, Thoua Lee, Cathy Barabe, Stan Friesen, Board Members Not Present:Simon Biasell, Anmar Alzaydi Staff Present:Christine Barker, Yaomee Xiong Agenda Welcome (Cathy) Prayer (Dr. Stan) 2022 Financial Report (Yaomee) - We noted that we lost some revenue from corporate/business grants. Who? Yaomee will research this and let us know next meeting. - Request for Motion to approve contracting with same auditor, Nathan Doty, CPA, with JDT and Associates Executive Director’s Report (Christine) - ECDC training report. ED is in Washington DC participating in ECDC training for refugee resettlement. - Policy recommendations. Which policies does the board approve? - CB recommends: Board to approve SEA and AAP Framework and clarification of grievance policies. - Leave the rest of the programmatic policies to staff for implementation - Personnel searches currently being conducted for: - Office Manager Position - Community Partnership Coordinator - Upcoming Positions: - Peer Support Specialist - Stop the Hate - Outreach Worker - Request for Motion: - Authorization to apply for CDBG and CDBG-CV funds and contract with the City of Fresno to provide eligible services to eligible Fresnans. - Upcoming Events - MHSAOC event with SEARAC 2/24 and 2/25 (mental health services for Laotian community) - ED’s goals for 2023 - Aim for a 2.5 million budget for 2023 - Launching refugee settlement for at least 100 families - Expand community garden program to new sites - Stabilize and grow housing program - We agree for any board members available to meet with the ED on Feb 17 to dialogue with the ED further regarding goals. - The board notes a potential agenda item: in light of violence against Asian persons, what do our staff feel is needed to feel and remain safe? Board Motions ●Approval to contract with auditor Nathan Doty, CPA, with JDT and Associates, for 2023 (Motion by Stan, second by Thoua) ●Approval of 2022 financial report (Motion by Stan, second by Thoua) ●Approval of Dec 02, 2022 Board Minutes (Motion by Thoua, second by Darren) ●Approval for Christine Barker to apply for CDBG and CDBG-CV funds and contract on behalf of FIRM with the City of Fresno in order to provide eligible services to eligible Fresnans. (Motion by Darren, second by Thoua) Direct Service Personnel: Housing Counselor, Nhoua Yang HUD certified Housing Counselor - 8 hours per week for Fair Housing Outreach, Content Development, Presentations, Tracking and Workshops ($23/hr) Outreach Worker, Vincent Chavez/Rathana/New Housing Counselors in Training - actual hours worked - 8 hours per week for Fair Housing Outreach, Presentations, Tracking and Workshops, Administrative Personnel: Paying Her, Program Manager .025 or 1 hour per week overseeing Program Staff, ensuring ongoing staff development, and submitting regular reports Vacant, Project Assistant Support staff to develop accurate presentations and materials, coordinate logistics for events and track all activities on a timely basis. (8 hours a week dedicated to eligible fair housing activities) TOTAL PERSONNEL BUDGET Other Direct Costs (Include only costs that are direct; indirect costs are covered under the Indirect Cost Rate) Office Supplies 147.88 for eligible office and program supplies for staff to conduct outreach Printing $25/mo x 12 months for printing outreach materials TOTAL OTHER DIRECT COSTS INDIRECT COSTS* (Select 1 indirect rate Only) Approved Indirect Cost Rate De minimus 10 % Rate de minimus 10% rate TOTAL INDIRECT COST BUDGET TOTAL PROJECT BUDGET Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position; add additional rows as needed) Direct Service Personnel: Housing Counselor, Nhoua Yang 9,568.00 1,722.24 11,290.24 11,290.24 Outreach Worker, Vincent Chavez/Rathana/New 7,904.00 1,422.72 9,326.72 9,326.72 - - - - - - - - - Administrative Personnel: Paying Her, Program Manager 1,625.00 292.50 1,917.50 1,917.50 3,835.00 Vacant, Project Assistant 7,488.00 1,347.84 8,835.84 8,835.84 [enter position title] - - Independent Contractors / Consultants: [enter position title] - - [enter position title] - - TOTAL PERSONNEL BUDGET $ 26,585.00 $ 4,785.30 $ 31,370.30 $ - $ - $ - $ - $ 1,917.50 $ 33,287.80 Other Direct Costs (Include only costs that are direct; indirect costs are covered under the Indirect Cost Rate) Office Supplies 147.88 147.88 Printing 300.00 300.00 [enter cost category] - [enter cost category] - [enter cost category] - [enter cost category] - [enter cost category] - [enter cost category] - [enter cost category] - [enter cost category] - [enter cost category] - TOTAL OTHER DIRECT COSTS $ 447.88 $ - $ - $ - $ - $ - $ 447.88 INDIRECT COSTS* (Select 1 indirect rate Only) Approved Indirect Cost Rate - De minimus 10 % Rate 3,181.82 3,181.82 TOTAL INDIRECT COST BUDGET $ 3,181.82 $ - $ - $ - $ - $ - $ 3,181.82 TOTAL PROJECT BUDGET $ 26,585.00 $ 4,785.30 $ 35,000.00 $ - $ - $ - $ - $ 1,917.50 $ 36,917.50 *An approved indirect cost rate must be applied to the base identified in the agreement with the federal cognizant agency. Per 2 CFR 200.414, any non-federal entity that does not have a current negotiated rate may elect to charge a de minimis rate of 10% of Modified Total Direct Costs (defined in 2 CFR 200.68). CITY OF FRESNO OPERATING BUDGET SUMMARY (non-capital projects) Please revise this form and annotate budget items as needed All applicants are required to submit a copy of their organization’s operating budget. City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) Budgeted Position (Personnel) or Category (Operations) 2/3/23, 9:42 AM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/1/2 Fresno Interdenominational Refugee Ministries EIN: 77-0357297 | Fresno, California, United States Other Names FRESNO INTERDENOMINATIONAL REFUGEE MINISTRIES DBA FIRM INC FRESNO INTERDENOMINATIONAL REUGEE MINISTRIES DBA FIRM INC Publication 78 Data Organizations eligible to receive tax-deductible charitable contributions. Users may rely on this list in determining deductibility of their contributions. On Publication 78 Data List: Yes Deductibility Code: PC Copies of Returns (990, 990-EZ, 990-PF, 990- T) Electronic copies (images) of Forms 990, 990-EZ, 990-PF or 990-T returns filed with the IRS by charities and non-profits. Tax Year 2019 Form 990 Tax Year 2018 Form 990 Tax Year 2017 Form 990 Tax Year 2016 Form 990 2/3/23, 9:42 AM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/2/2 Tax Year 2015 Form 990 Homeless Services and Homelessness Prevention Marjaree Mason Center PY 2023-2024 CONSOLIDATED NOFA PART A – COVER PAGE: NON-PROFIT ORGANIZATION1 Part A, Section 1: General Information Legal Name of the Organization:Fictitious Name (if applicable): Marjaree Mason Center, Inc.MMC DUNS Number of Organization:Federal Tax ID Number: 173284605 94-1156639 Date of Incorporation:Date of 501(c)(3) Determination: 1998 1999 Mailing Address of Organization:Organization Website Address: 1600 M Street, Fresno, CA 93721 www.mmcenter.org Name of President (or Chair of the Board):E-mail Address: Bonnie Her bonnie@gmail.com Name of Chief Executive or Executive Director:E-mail Address: Nicole Linder nicole@mmcenter.org Name of the Secretary:E-mail Address: Michael Carr michael.b.carr@ABC.com Name of Treasurer (or Chief Financial Officer):E-mail Address: Marcus Martin marcus@mmcenter.org Principal Contact Person:Principal Contact’s Title: Principal Contact’s Physical Address (Street Address, Suite, City, State, ZIP): Nicole Linder Executive Director 1600 M Street Fresno, CA 93721 Primary Phone #:Alternative Phone #:E-mail Address: 559-487-1316 559-237-4706 nicole@mmcenter.org Name of Authorized Signatory:Title of Authorized Signatory: Nicole Linder Executive Director Signature of Authorized Official: Date of Signature: 1 This document is for non-profit organizations. Units of local government, please complete Part A: Unit of Government Information 01/27/2023 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 2 of 6 Part A, Section 2: Mission Statement Please provide the organization’s mission statement within the below space: Marjaree Mason Center's mission is to support and empower adults and their children affected by domestic violence while striving to prevent and end the cycle of abuse through education and advocacy. Part A, Section 3: Organizational Capacity and Management Please provide key personnel information for HUD-funded projects: Staff Name Title Years of Experience 1)Nicole Linder Executive Director 7 2)Leticia Campos Deputy Director 14 3)Marcus Martin Director of Finance 19 4)Laura Lopez Residential Services Manager 17 5)Aryssa Alvidrez Crisis Response Manager 1 Board of Directors How often does your Board of Directors regularly meet? Monthly List current Board of Directors below: 6)Giatri Dave 7)Jose Garza 8)Casey Gray 9)Demetria Miller 1) Bonnie Her 2) Kerri Horn 3) Lauren Garabedian Ruff 4) Michael Carr 5) Mindy Casto 10)Carla Milton PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 3 of 6 Financial Management 1)Has an audit been performed on the proposing organization’s accounting procedures within the last two years? Yes No If yes, name of auditor:Moss Adams 2)Is the agency audited every year? Yes No 3)Were any management letters issued as a result of the last audit? If yes, explain. Yes, MMC had one finding in the most recent audit completed in December 2022. This finding was for "failure to perform an appropriate form of competition in their procurement process if purchases are within the small purchase threshold." MMC is required to obtain at least two bids on purchases for items over a specific threshold. While MMC did obtain the appropriate number of bids prior to purchase, we did not properly retain the second bid documentation for future reference. As recommended by the auditor, this finding has been resolved through the creation and implementation internal controls for document retetion and assesment that will ensure this does not happen with future procurements. 4)Provide the name of staff responsible for your agency’s accounting system Name:Marcus Martin Title:Director of Finance Phone/Email:559-487-1304/marcus@mmcenter.org Authorized Signatories If your organization is selected for funding, signatures from persons bearing titles from each of the two lines below will be required by your organization. 1. Board Chair, President, or Vice President 2. Treasurer, Secretary, or Assistant Secretary If you will be unable to provide the two requested signatures or intend to otherwise deviate from the standard signature authority, please indicate the names and titles of the authorized signatories below and provide the names and titles of the person(s) authorized to execute agreements on behalf of your organization in your board- certified resolution. Authorized Signatory Name Authorized Signatory Title 1) Bonnie Her Board President 2) Michael Carr Board Secretary Board Resolution providing for the signature authority of persons to sign agreements on behalf of the entity is attached (required before a subrecipient agreement will be executed). PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 4 of 6 To view the City’s policy regarding signature authority, including a sample signature page and sample certification, view Administrative Order 4-1 at: https://www.fresno.gov/personnel/human-resources-support/#tab-2 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 5 of 6 Part A, Section 4: Summary of Attached Applications: Provide number and total dollar amount of applications by Application Type ➢Homeless and Homelessness Prevention Programs Number of Applications Total Dollar Amount Requested 1 $ ➢Owner-Occupied Home Repair Number of Applications Total Dollar Amount Requested $ ➢Public and Community Services Number of Applications Total Dollar Amount Requested 1 $ ➢Fair Housing Number of Applications Total Dollar Amount Requested $ = GRAND TOTAL Number of Applications 2 Total Dollar Amount Requested $ 305,847 203,206 102,641 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 6 of 6 Required Attachments to Part A Select all attachments included. Part A, Exhibit 1 – Organization’s U.S. Internal Revenue Service 501(c)(3) Determination of Exemption Letter (Required) Part A, Exhibit 2 – Organization’s Articles of Incorporation (Required) Part A, Exhibit 3 – Bylaws of the Organization (Required) Part A, Exhibit 4 – Statement and Designation by Foreign Corporation (when location of incorporation was outside of California) (Required of Out-of-State Corporations only) Part A, Exhibit 5 – List of Directors and Officers by Corporate Title and Name (Required) Part A, Exhibit 6 – Most Recent Audited Financial Statement (an IRS 990, Return of Organization Exempt from Income Tax, may be submitted in lieu of an audit whenever the organization lacks an audit due it not exceeding California and Federal audit thresholds). Part A, Exhibit 7 – Indirect Cost Rate Agreement with Federal Cognizant Agency (Required if applicant seeks to charge an indirect cost rate greater than 10 percent of modified total direct costs) Part A, Exhibit 8 – Resolution of the Board of the Directors Authorizing the Application and Naming the Persons Authorized to Sign the Application (Required; the Resolution must be submitted to the City by 4:00 PM, Friday, March 18, 2022) Internal Revenue service )istrict Director Date: tlAR 2 5 1999 ( Department of the Treasury P.o. Box 2508Cincinnati, OH 45201 Person to contact: Dottie Downing #31-02736 -------------------------�1cmrt:omer Ser vice Specialist Marjaree Mason Center, 1600 M street Fresno, CA 93721-1122 Dear Sir or Madam: Inc. Telephone Number: 877-829-5500Fax Number:513-684-5936Federal Identification Number:94-1156639 This letter is in resp onse to your Certificate of Amendment filed November 4, 1998, changing your name from Young Women's Christian Association of Fresno to the name shown above. In December 10, 1942, we issued a determination letter that recognized your organization as exempt from federal income tax under section 101(6) of the Internal Revenue Code of 1939 (now section 50l(c)(3) of the Internal Revenue Code of 1986). That determination le tter is still in effect. e classified your organization as a publicly supported organization, and not a private foundation, because it is described in section 509(A)(2) of the Code. This classification was based on the assumption that your organization's operations would continue as stated in the application. If your organization's purposes, character, method of operations, or sources of support have changed, please let us know so we can consider the effect of the change on the organization's exe�pt status and foundation status. Your organization is required to file Form 990, Return of Organization Exempt from Income Tax, only if its gross receipts each year are normally more than $25,000. If a return is required, it must be filed by the 15th day of the fifth month after the end of the organization•� annual accounting period. The law imposes a penalty of $20 a day, up to a maximum of $10,000, when a return is filed late, unless there is reasonable cause for the delay. As of January 1, 1984, your organization is liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $100 or more the organization pays to each of its employees during a calendar year. There is no liability for the tax imposed under the Federal Unemployment Tax Act (FUTA). organizations that are not private foundations are not subject to the excise taxes under Chapter 42 of the code. However, these organizations are not automatically exempt from other federal excise taxes. If you have �y questions about excise, employment, or other federal taxes, please let � know. 31 Part A Exhibit 1-2 Marjare e Mason Center, Inc. 94-1156639 -2- ' (' Donors may deduct contr ibutions to your orga nization as provided in section 170 o·f the Code. Bequests, legacies, devises, transfe·rs, or gifts to your organization or for its use are dedu ctible for federal estate and gu:.Ltax� .�J;lllr.p.os..eS-.iLthe.y�ee�he�ppi�ca�le provisions of se cti ons 2055, 2106, and 2522 of the Code. Your organiz ation is not required to file federal income tax returns unless it is subject to.the tax on unrelated business income under section 511 of the Code. If your organization is subject to this tax, it must file an income tax return on Form 990-T, Exempt organization Business Income Tax Return. In this letter, we are not determining whether any of your organization's present or proposed activities are unrelated trade or business as defined in section 513 of the Co de. Because this letter cou ld help resolve any questions about your organization's exempt status and fou ndation status, you should keep it with the permanent records of the organization. If you have questions, please call us at the telephone number shown in the heading of this letter. ""7�� C.Ashley BullardDistrict Director 32 ( f!f .. .; .J J.t I.·., ........ ,: ··' ----·�t, ,,I�-:-<, ,, :v-..-- \ ( ·-....-·· lllT CRIIAL n E VCNU I:: S Ell V lt:t:. DISTOICT 01ncc1on SAIi FRANCISCO 2, CI\LIF, ., ' ,.. """""-., .... �...,, llovcmlJor JO I l ?55 1ns NOtl-PROtlT . C:LIISSlf"lCI\TlOII Codo 1211 _ Jun Slo Pii/dy i: :: !?-:,_:_ .. , ._ .. : y::=.;�::-=-=:-:·-.,-'--:_, -� .. =�- ')'.ouni;: \:omcn3 Chri!;lh./l Assn,. 1600-16!,o II Street. Fresno, C.illfomi:i. . . . •• • i ••• �1 � r:- rEn, 2 ·f \�cs r._ I , . ,,,_. I · r •r· .. r., .. ·: 'I :. �"",•:;·::.•.I'"·-, ,, 0 ••o•�" ••-• •••••-••·• I -�._.._.....,...__.....__,.__,......,. .... :'-·. • ••••••• -1•• • • .... A.nEllTIOll: >::iry Delle Focc, ?.xcc, Director llescl.1J11c,: In ans11cr lo· your recent reque.::t. \le r.nclose cop, of lhe Rcvcrptc Service c:<e;,p1.io9 lc:Olcr nddrc.::scd to :,our orc;;a.niz.at.1.011 unde_r elate? ?f Dccc;:,bc:-10, l9li2. Exemption umlcr.lhc pro,i.!;io:u: of Scclion 101(4) of t!-ic Internal flcvcnuo Cndc of 19)9 corrc:,;,:,r,c!.:: \.o c:<c:::;,tlon under tho provision!I of Section 50l(s:)(J.) or. lhu lr,tern::l Rcvr:nuc Cocic of 1951,, . Enclo!;urc: ·. c·opy of Revenue Scrvicolet.I.er da�d Dcccr.ibcr 10 1 19L2, Very t1·ul, __ yours, ll�P.01.D 111.\·:Y.I:IS Dls tr;.c t Cr.iruc tor Dy1 �f'--CJ._ _ _,e,; ·?;· )°Y-,�,/.._�,-,..-. 33 Rol a.n:1 ll, Ila rdi:n:m l'nil, Suporvi::oi-• ·A' nonpr ofit _J>ublic benefit corpora, ( ,quired tofurr.ish an additional copy of a corporate c..vcument forforwarding the Office of the Attorney General. One of y • copies has been sent by this office in compliance, Section 5120(d), California Corporations Code. .. r·· ·-: _.,..r :,,_i;Ji:J� CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION The undersigned certify that: Administration Building I 600 M Street Fresno.· CA 93721 209.237.4706 209.237.0420 FAX F I L E O ,.,,,..,...--"' Ibo offlc. of Ibo s.a....., of sol tho Slot,, of Carm,mlQ NOV 5 1998 7-J,.t,P'� BILL ,UN!S, �e,�rv Ci SlalP 1.They are the president and the secretary, respectively, .of Young Women's Christian Association of Fresno. 2.Article First of the Articles of Incorporation of thiscorporation is amended to read as follows: That the name of said corporation shall be Marjaree Mason Center, Inc. 3.The foregoing amendment of Articles of Incorporationhas been duly appro�ed by the board of directors. 4.· The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of the members. •' • We further declare under penalty of perjury under the laws of the State of California that the matters set forth . in this certificate are true and correct of our own knowledge. Daie: De i: 3o. /CicJ/ ; Corporate # C00404270 lia Brungess Bo� President 5'lJsan Wynne Secreta"ry Partially funded by CCU1ty ol Fresno ' CiJy of Ft1sno • US DtparDnenl of Housi1g and Urban llevelopmelll • Office of Ctininal JusJica P1aMiig • Malamal and Child Helalh Exhibit 3: Board Bylaws Revised 1/17/2023 Marjaree Mason Center Board of Directors OFFICERS 1. Bonnie Her, MD- President Community Medical Providers Family Medicine, Physician 2. Kerri Horn- President Elect Central Valley Community Foundation Chief Financial Officer 3. Lauren Garabedian Ruff- Treasurer The Garabedian Group, Inc. COD/CPA 4. Michael Carr- Secretary President and General Manager ABC 30 MEMBERS 5. Mindy Casto Fresno Police Department Captain 6. Giatri Dave, MD Fresno Cancer Center Radiation Oncologist 7. Jose (Joe) Garza City of Reedley Police Department Chief of Police 8. Casey Gray Kaiser Permanente Chief of Pediatrics 9. Demetria Miller Valley Children's Healthcare Construction Project Manager Revised 1/17/2023 10. Carla Milton Community Health System SVP, Chief Human Resources Officers 11. Rene Ramirez, MD Community Medical Centers Department of Emergency Medicine Physician 12. Alexi Rodriguez Campos Brothers Farms Director of Operations 13. (Gaurav) Deep Sethi Sethi Management Chief Development Officer 14. Genesis Wilson Dutch Brothers Coffee Fresno, Inc. C.F.O. 15. John Zanoni Sheriff-elect Fresno County Reports of Independent Auditors and Financial Statements with Supplementary Information Marjaree Mason Center, Inc. September 30, 2022 with Summarized Comparative Information for the Year Ended September 30, 2021 Table of Contents REPORT OF INDEPENDENT AUDITORS ................................................................................................................ 1 FINANCIAL STATEMENTS Statements of Financial Position .......................................................................................................................... 5 Statement of Activities and Changes in Net Assets ............................................................................................. 6 Statement of Functional Expenses ...................................................................................................................... 7 Statements of Cash Flows ................................................................................................................................... 8 Notes to Financial Statements ............................................................................................................................. 9 SUPPLEMENTARY INFORMATION Schedule of Expenditures of Federal Awards .................................................................................................... 24 Notes to Schedule of Expenditures of Federal Awards ..................................................................................... 25 SINGLE AUDIT REPORTS REPORT OF INDEPENDENT AUDITORS ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS .................................................................................................................................. 27 REPORT OF INDEPENDENT AUDITORS ON COMPLIANCE FOR THE MAJOR FEDERAL PROGRAM AND REPORT ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE .............................................................................................................................. 29 Schedule of Findings and Questioned Costs ..................................................................................................... 32 OTHER INFORMATION Combining Schedule of Revenue, Support, and Expenses – Unaudited .......................................................... 35 1 Report of Independent Auditors The Board of Directors Marjaree Mason Center, Inc. Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Marjaree Mason Center, Inc. (the “Organization”), which comprise the statement of financial position as of September 30, 2022, and the related statements of activities and changes in net assets, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the respective financial position Marjaree Mason Center, Inc. as of September 30, 2022, and the changes in its net assets and its cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards (Government Auditing Standards), issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Organization and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Organization’s ability to continue as a going concern for one year after the date the financial statements are available to be issued. 2 Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Organization’s internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Organization’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. 3 Supplementary Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. Summarized Comparative Information We have previously audited the Organization’s 2021 financial statements, and we expressed an unmodified audit opinion on those audited financial statements in our report dated January 28, 2022. In our opinion, the summarized comparative information presented herein as of and for the year ended September 30, 2021, is consistent, in all material respects, with the audited financial statements from which it has been derived. Other Information Management is responsible for the other information included in the report. The other information comprises the combining schedule of revenue, support and expenses but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information, and we do not express an opinion or any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated January 16, 2023 on our consideration of the Organization’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Organization’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Organization’s internal control over financial reporting and compliance. Fresno, California January 16, 2023 Financial Statements Marjaree Mason Center, Inc. 5 See accompanying notes to financial statements. Statements of Financial Position September 30, 2022 and 2021 2022 2021 CURRENT ASSETS Cash and cash equivalents 2,579,744$ 2,856,348$ Investments in marketable securities 2,882,821 1,660,013 Grants receivable 640,690 1,022,978 Other receivables 4,763 - Pledges receivable, current portion 159,952 123,467 Prepaid expenses 149,969 97,803 Deposits 125,025 28,798 Total current assets 6,542,964 5,789,407 PROPERTY AND EQUIPMENT, net 2,582,410 2,755,981 PLEDGES RECEIVABLE, net of current portion 25,000 50,000 BENEFICIAL INTEREST IN PERPETUAL TRUSTS, net 184,500 821,719 Total assets 9,334,874$ 9,417,107$ CURRENT LIABILITIES Accounts payable and accrued expenses 247,737$ 164,358$ Accrued salaries and benefits 316,091 254,397 Deferred revenue 220,600 160,350 Refundable advances - 327,888 Total liabilities 784,428 906,993 NET ASSETS Without donor restriction 6,430,976 6,192,673 With donor restriction 2,119,470 2,317,441 Total net assets 8,550,446 8,510,114 Total liabilities and net assets 9,334,874$ 9,417,107$ ASSETS LIABILITIES AND NET ASSETS Marjaree Mason Center, Inc. See accompanying notes to financial statements. 6 Statement of Activities and Changes in Net Assets Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) Without Donor With Donor Total Restriction Restriction 2022 2021 REVENUES, GAINS, AND OTHER SUPPORT Grants and contracts 5,413,940$ -$ 5,413,940$ 5,153,180$ Contributions 1,531,957 1,413,587 2,945,544 3,003,763 In-kind donations 101,521 - 101,521 123,274 Special events 521,886 - 521,886 303,701 Program fees 145,948 - 145,948 184,990 Other income 14,700 - 14,700 42,897 Legacies and bequests 100,000 - 100,000 109,777 Emergency Housing and Assistance grant - - - 1,210,000 Loss on disposal of assets - - - (7,118) Net realized and unrealized (loss) gain in fair value of perpetual trusts - (85,438) (85,438) 54,522 Interest and dividend income, net 53,739 - 53,739 25,457 Net realized and unrealized (loss) gain in fair value of investments (555,060) - (555,060) 183,742 Total revenues, gains, and other support 7,328,631 1,328,149 8,656,780 10,388,185 NET ASSETS RELEASED FROM RESTRICTIONS Restrictions satisfied by payment of related expenses 1,526,120 (1,526,120) - - Total revenues, gains, and other support after net assets released from restrictions 8,854,751 (197,971) 8,656,780 10,388,185 EXPENSES Program services 6,592,236 - 6,592,236 6,078,802 Supporting services 1,222,750 - 1,222,750 924,362 Fundraising 768,309 - 768,309 575,795 Total expenses 8,583,295 - 8,583,295 7,578,959 CHANGES IN NET ASSETS 271,456 (197,971) 73,485 2,809,226 NET ASSETS, beginning of year 6,192,673 2,317,441 8,510,114 5,723,152 GRANT FUNDED ASSETS Contributions 85,086 - 85,086 132,519 Depreciation (118,239) - (118,239) (131,321) Disposals - - - (23,462) Changes in grant funded assets (33,153) - (33,153) (22,264) NET ASSETS, end of year 6,430,976$ 2,119,470$ 8,550,446$ 8,510,114$ Marjaree Mason Center, Inc. See accompanying notes to financial statements. 7 Statement of Functional Expenses Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) Advocacy and Total Emergency Rehousing Legal Other Program Supporting Services Services Assistance Programs Services Services Fundraising 2022 2021 Accounting and legal 25,427$ 13,663$ 1,505$ 4,098$ 44,693$ 31,242$ 294$ 76,229$ 48,563$ Advertising 149 399 - 3,661 4,209 3,872 9,060 17,141 12,489 Bad debt expense - - - - - - 2,500 2,500 - Bank charges - - - - - 88 - 88 891 Computer services 24,484 4,537 1,808 2,219 33,048 3,908 1,507 38,463 42,423 Conferences, conventions, and meetings 17,328 4,162 1,540 15,778 38,808 6,834 71,764 117,406 142,081 Depreciation 142,481 26,457 - - 168,938 14,119 - 183,057 180,824 Donated services and supplies 72,449 31,749 - - 104,198 3,864 - 108,062 123,086 Dues and subscriptions 10,776 600 1,273 902 13,551 7,678 6,163 27,392 20,752 Employee benefits 406,383 75,350 33,526 34,938 550,197 244,918 43,214 838,329 636,311 Equipment rental, repairs, and maintenance 287,784 100,531 17,103 13,624 419,042 27,966 79,988 526,996 532,527 Food 120,940 462 65 - 121,467 207 - 121,674 152,892 Insurance 43,003 5,484 1,061 1,230 50,778 22,129 680 73,587 68,245 Interest - - - - - 316 - 316 30,000 Miscellaneous 484 50 - 10 544 3,505 87 4,136 1,390 Office expense 10,440 2,034 580 1,856 14,910 40,296 3,832 59,038 44,375 Printing 1,402 4,714 419 16,987 23,522 858 36,916 61,296 35,653 Professional fees 54,055 8,556 2,157 32,282 97,050 119,642 178,915 395,607 274,259 Program supplies 918,013 432,612 11 39,092 1,389,728 4,561 31,508 1,425,797 1,406,256 Rent 128,340 15,913 1,097 14,306 159,656 3 17,775 177,434 184,262 Salaries 2,202,662 386,418 227,840 187,556 3,004,476 657,471 279,905 3,941,852 3,357,482 Security 105,593 1,101 - - 106,694 - - 106,694 10,922 Taxes and licenses 93 6,759 - - 6,852 17,111 - 23,963 121 Utilities 207,392 24,185 4,337 3,961 239,875 12,162 4,201 256,238 273,155 4,779,678$ 1,145,736$ 294,322$ 372,500$ 6,592,236$ 1,222,750$ 768,309$ 8,583,295$ 7,578,959$ Total Program Services Marjaree Mason Center, Inc. 8 See accompanying notes to financial statements. Statements of Cash Flows Years Ended September 30, 2022 and 2021 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Changes in net assets 73,485$ 2,809,226$ Adjustment to reconcile changes in net assets to net cash from operating activities: Depreciation 183,057 180,824 Bad debt expense 2,500 - Loss on disposal of assets - 7,118 Contribution of beneficial interest in perpetual trust - (572,905) Net realized and unrealized loss (gain) on investments and perpetual trusts 640,498 (238,264) Dividend income, reinvested (12,850) (16,974) Changes in operating assets and liabilities: Grants receivable 379,788 (229,017) Pledges receivable (11,485) 50,339 Other receivables (4,763) - Prepaid expenses (52,166) (12,453) Deposits (96,227) 13,527 Accounts payable and accrued expenses 83,379 (239,759) Accrued salaries and benefits 61,694 (61,292) Deferred revenue 60,250 71,450 Refundable advances (327,888) (672,112) Net cash from operating activities 979,272 1,089,708 CASH FLOWS FROM INVESTING ACTIVITIES Payments for construction in progress - (20,071) Purchase of property and equipment (42,639) (4,402) Proceeds from disposal of assets - 14,500 Proceeds from distribution of beneficial interest in perpetual trust 551,781 - Purchases of investments (2,350,847) (238,300) Proceeds from sale of investments 585,829 227,094 Net cash from investing activities (1,255,876) (21,179) NET CHANGES IN CASH AND CASH EQUIVALENTS (276,604) 1,068,529 CASH AND CASH EQUIVALENTS, beginning of year 2,856,348 1,787,819 CASH AND CASH EQUIVALENTS, end of year 2,579,744$ 2,856,348$ SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES In-kind contributions 101,521$ 123,274$ Assets placed in service from construction in progress -$ 70,759$ Marjaree Mason Center, Inc. 9 Notes to Financial Statements NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of activities – Marjaree Mason Center, Inc. (the “Organization”), a California nonprofit corporation, operates shelters for victims of domestic violence and their children, and provides counseling, education, and other related services in Fresno County and surrounding areas. The Organization receives funding for its programs and operations from a variety of governmental and community sources, including, but not limited to, the City of Fresno, the County of Fresno, U.S. Department of Housing & Urban Development, and the California Office of Emergency Services. Method of accounting – The Organization uses the accrual basis method of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently implemented pronouncement – On October 1, 2021, the Organization adopted Accounting Standards Update (“ASU”) 2020-07, Not-for-Profit Entities (Topic 958): Presentation and Disclosures by Not-for-Profit Entities for Contributed Nonfinancial Assets. This standard is intended to improve U.S. GAAP by increasing the transparency of contributed nonfinancial assets for not-for-profit (“NFP”) entities through enhancements to presentation and disclosure. The amendments in this update address certain stakeholders’ concerns about the lack of transparency about the measurement of contributed nonfinancial assets recognized by NFP’s, as well as the amount of those contributions used in an NFP’s programs and other activities. The standard is effective for annual periods beginning after June 15, 2021, and as such, the Organization adopted the new standard effective October 1, 2021, under a retrospective basis. The adoption of this standard did not have a significant impact on the Organization’s financial position, activities and change in assets, or cash flows. No changes were recorded to previously reported transactions as a result of the adoption. Revenue recognition – Contributions, legacies and bequests, and unconditional grants are recognized as support and revenues when they are received or unconditionally pledged. These contributions are shown as restricted support and revenues if they are subject to time or donor restrictions. Net assets with donor restrictions are reclassified to net assets without donor restrictions and reported in the statement of activities and changes in net assets as net assets released from restrictions when a stipulated time restriction ends, purpose restriction is accomplished, or both; however, contributions and grants with donor restrictions are reported as support and revenues without donor restrictions if the restriction is met in the same year that the gift is received. Conditional contributions are not recorded as support and revenues until the conditions are met. Payments classified as exchange transactions (reciprocal transfers between two entities in which goods and services of equal value is exchanged) are not recorded as other support and revenue until allowable expenditures are incurred. Special events revenue is recognized at a point in time when the event takes place. Amounts collected in advance of the event are deferred until the event is conducted. Marjaree Mason Center, Inc. Notes to Financial Statements 10 Program fees revenue is recognized at a point in time when the service takes place and consists of amounts collected for education and training program services provided to program participants. Grant arrangements have been evaluated and determined to be nonreciprocal, meaning the granting entity has not received a direct benefit in exchange for the resources provided. Instead, revenue is recognized as a conditional contribution—when the barrier to entitlement is overcome. The barrier to entitlement is considered overcome when expenditures associated with the grant are determined to be allowable and all other significant conditions of the grant are met. The largest of these grants supports the Organization’s emergency services and rehousing services programs to operate their shelters for victims of domestic violence and their children, and to provide counseling and educational services. Conditional grant revenue recognition – In accordance with Accounting Standards Codification (“ASC”) 958- 605, Not-for-Profit Entities—Revenue Recognition (“ASC 958-605”), for conditional grants, the Organization accounts for these grants initially as refundable advances until the conditions of the grant are substantially met. Classification of net assets – Net assets and revenues, expenses, gains, and losses are classified based on the existence or absence of donor-imposed restrictions as follows: Without donor restriction – Net assets not subject to use or time restrictions. A portion of these net assets may be designated by the Board of Directors for specific purposes. At September 30, 2022 and 2021, there were no board-designated net assets. With donor restriction – Defined as that portion of net assets that consist of a restriction on the specific use or the occurrence of a certain future event. Net assets with donor restriction represent amounts collected by the Organization to be spent on specific purposes or activities. Restrictions on net assets are usually met within a year of receiving the amount restricted. Cash and cash equivalents – For purposes of reporting the statements of cash flows, the Organization considers cash accounts, money market accounts, and certificates of deposits with original maturities of three months or less to be cash equivalents. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At September 30, 2022 and 2021, the Organization had approximately $1,943,000 and $2,785,000 uninsured cash balances, respectively. The Organization has not experienced any losses on those deposits and believes it is not exposed to any significant credit risk. Investments in marketable securities – Investments in marketable securities consist primarily of publicly traded mutual funds and common stock and are recorded at fair value. These investments are covered by the Securities Investor Protection Corporation up to $500,000 (including $250,000 of cash). Investment income and unrealized gains and losses, net of investment expenses, are reported in the statement of activities and changes in net assets. Marjaree Mason Center, Inc. Notes to Financial Statements 11 Grants receivable – The Organization utilizes the allowance of accounting for and reporting uncollectible or doubtful accounts. Management determines the allowance for doubtful accounts based on an analysis of specific customers, taking into consideration the age of the past due accounts and an assessment of the customer’s ability to pay. At September 30, 2022 and 2021, management considered all grants receivable balances to be fully collectible and, therefore, no allowance for doubtful accounts has been recorded. Grants receivable are written off when deemed uncollectible. Recoveries of grants receivable previously written off are recorded as income when received. The Organization grants credit to its customers, substantially all of which are government agencies (federal, state, and local) and generally requires no collateral from its customers. Contributions and pledges receivable – Unconditional contributions, including pledges to give at estimated net realizable value, are recognized as revenue in the period received. The Organization reports conditional contributions as with donor restriction support if they are received with donor stipulations that limit the use of the donated assets. Pledges receivable at September 30, 2022 and 2021, amounted to $184,952 and $173,467, respectively. Property and equipment – According to the Organization’s policy, property and equipment acquisitions over $2,500 are capitalized. Purchased property and equipment is capitalized at cost, donated property and equipment is recorded at fair value. The Organization does not imply restrictions on the use of contributed property and equipment received without donor stipulations. Expenditures that increase the life of the related assets are capitalized. Repairs and maintenance, including planned major maintenance activities, are charged to operations when incurred. Leasehold improvements are depreciated over the lesser of the remaining lease agreement or the estimated useful life. Depreciation is computed using the straight-line method over the following estimated useful lives: Buildings and land improvements 5–40 years Furnishings, equipment, and vehicles 5–10 years Property and equipment purchased with federal funds is subject to various usage, maintenance, and disposition provisions of the Uniform Guidance, as well as any additional provisions established by the funding agency. Deferred revenue – Deferred revenue represents special event revenues received by the Organization in advance of the event’s occurrence and grant monies billed but not yet received or earned. In-kind contributions – Contributions of noncash assets are utilized by the Organization in providing services and are recorded at their fair values in the period received. Contributions of noncash assets received for fundraising events (such as catering, entertainment, etc.) are not recorded in the accompanying financial statements. In addition, contributions of noncash assets to be sold at fundraising events by the Organization are recorded at the time of sale. Contributions of donated services that create or enhance nonfinancial assets or require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation, are recorded at their fair values in the period received. Marjaree Mason Center, Inc. Notes to Financial Statements 12 A number of unpaid volunteers have made significant contributions of their time to the Organization. However, the value of these services is not reflected in the accompanying financial statements because U.S. GAAP do not allow for the recognition of nonspecialized services. The values of professional services provided by trained volunteers are recorded in the accompanying financial statements (see Note 12). Advertising costs – Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred. The costs of direct-response advertising are capitalized and amortized over the period during which future benefits are expected to be received. For the years ended September 30, 2022 and 2021, advertising costs expensed amounted to $17,141 and $12,489, respectively; no costs were capitalized. Allocation of expenses – The costs of providing various programs and activities have been summarized on a functional basis in the statements of activities and changes in net assets and functional expenses. During the year, such costs are accumulated into separate groupings as either “direct” or “indirect.” Indirect or shared costs are allocated among program and support services by a method that best measures the relative degree of benefit, such as square footage, hours worked, and employee headcount. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Fundraising expenses – Costs of acquiring or applying for a contract or grant are categorized as indirect expenses and not separately stated as fundraising expenses. Fundraising expenses are expensed as incurred. Revenue from fundraising events is recognized in the period in which the event takes place. Income taxes – The Organization is a tax-exempt corporation under Section 501(c)(3) of the Internal Revenue Code and section 23701(d) of the State of California Corporate Code. The Organization is subject to taxation on any unrelated business income. Uncertain tax positions – The Organization recognizes the effect of income tax provisions only if those positions are more likely than not of being sustained. The Organization does not believe its financial statements include any uncertain tax positions. Summarized comparative information – The accompanying financial statements include certain prior-year comparative information in summarized form without net asset class detail or functional expense allocation detail. Such information does not include sufficient detail to constitute a presentation in conformity with U.S. GAAP. Accordingly, such information should be read in conjunction with the Organization’s financial statements for the prior year ended September 30, 2021, from which the summarized information was derived. Marjaree Mason Center, Inc. Notes to Financial Statements 13 NOTE 2 – INVESTMENTS IN MARKETABLE SECURITIES Investments in marketable securities consisted of the following at September 30: 2022 2021 Mutual funds: Columbia Ultra Short Term Bond CLA 248,700$ -$ Pioneer Multi Asset Ultrashort Income CLA 247,538 - Fidelity Advisor Short Term Bond CLA 237,168 - CVCF Social Impact Pooled Investment 208,165 69,828 JP Morgan Equity Income CLI 165,952 120,697 Columbia Disciplined Cor Instl Cl 124,546 131,218 PGIM Floating Rate Income CL Z 120,284 - MFS Total Return Bond CLI 117,483 96,157 Columbia Strategic Income CLZ 114,580 93,464 AB High Income Advisor CL 107,985 91,806 Fidelity Advisor Strategic Income CLI 104,686 84,265 Mainstay CBRE Global Infra CLI 98,696 47,597 Brandywineglobal Global Opptys Bond CL I 91,280 95,466 Janus Henderson High Yield CLI 85,366 72,590 BNY Mellon Global Real Return CLI 75,784 - Blackstone Alt Multi Strategy CLI 75,766 - Columbia Select Global Equity 74,734 70,657 Western Asset Core Plus Bond CLI 73,814 64,899 BNY Mellon International Bond CLI 58,639 - Federated Hermes Strategic Value 52,439 - Janus Henderson Global Real Estate CLI 52,335 47,704 Columbia Seligman Global Technology CLZ 42,715 37,942 Invesco Balanced Risk Alloc CLY 40,230 36,386 Delaware Small Cap Core CLI 40,210 - Transamerica Intl Equity CLI 39,858 37,184 AB Sustainable Global Thematic Advisor CL 36,055 33,932 Janus Henderson Global Life Sciences CLI 27,385 21,839 Columbia Strategic Income CLZ 10,951 6,377 MFS Conservative ALLOC CLI - 99,622 Fidelity Advisor New Market Income CLI - 58,719 Matthews Asia Dividend Investor CL - 57,499 Dreyfus Intl bond CLI - 53,231 JPMorgan Core Bond CL I - 45,063 Total mutual funds 2,773,344 1,574,142 Exchange-traded funds: SPDR S&P 500 ETF 102,133 82,943 Money market fund: Ameriprise Insured Money Market 7,344 2,928 Total investments in marketable securities 2,882,821$ 1,660,013$ Marjaree Mason Center, Inc. Notes to Financial Statements 14 During the years ended September 30, 2022 and 2021, dividend income reinvested into mutual funds was approximately $13,000 and $17,000, respectively. During the years ended September 30, 2022 and 2021, net realized and unrealized (loss) and gain was $(555,060) and $183,742, respectively. During the years ended September 30, 2022 and 2021, proceeds from the sales of investments were $585,829 and $227,094, respectively. NOTE 3 – FAIR VALUE MEASUREMENTS The Organization’s investments are reported at fair value in the accompanying statements of financial position. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Organization believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The fair value measurement accounting literature establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. The Organization uses appropriate valuation techniques based on the available inputs to measure the fair value of its investments. When available, the Organization measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. The Organization had no assets or liabilities measured using Level 2 or Level 3 inputs. The three levels of the fair value of hierarchy are described below: Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Organization has the ability to access. Level 2 – Inputs to the valuation methodology include: • Quoted market prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in inactive markets; • Inputs other than quoted prices that are observable for the asset or liability; and • Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 1 fair value measurements – The fair value of mutual funds and exchange traded finds are based on quoted prices in active markets for identical assets. Marjaree Mason Center, Inc. Notes to Financial Statements 15 Investments held at net asset value – Beneficial interests in perpetual trusts are valued at the pro-rata ownership percentage of the net asset value (“NAV”) of the private investment. The NAV is based on the underlying assets in the trust, which consist of common stocks and mutual funds. The use of NAV as fair value is deemed appropriate as the private investments do not have finite lives, unfunded commitments relating to these types of investments, or significant restrictions on redemptions. Accounting standards allow for the use of a practical expedient for the estimations of the fair value of investment companies or private investments for which the investment does not have a readily determinable fair value. The practical expedient used by the Organization to value these investments is the NAV. In some instances, the NAV may not equal the fair value that would be calculated under fair value accounting standards. The following table sets forth by level, within the fair value hierarchy, the Organization’s assets measured at fair value on a recurring basis as of September 30, 2022: Investments Held Level 1 Level 2 Level 3 at NAV Total Mutual funds: Blended Bond 1,379,081$ -$ -$ -$ 1,379,081$ Domestic Stock 538,873 - - - 538,873 International Bond 225,684 - - - 225,684 Blended Asset 116,013 - - - 116,013 Blended Stock 388,162 - - - 388,162 Domestic Bond 125,531 - - - 125,531 Total mutual funds 2,773,344 - - - 2,773,344 Exchange-traded funds 102,133 - - - 102,133 Money market funds 7,344 - - - 7,344 Beneficial interest in perpetual trusts - - - 184,500 184,500 Total assets at fair value $ 2,882,821 -$ -$ 184,500$ $ 3,067,321 Fair Value Measurements The following table sets forth by level, within the fair value hierarchy, the Organization’s assets measured at fair value on a recurring basis as of September 30, 2021: Investments Held Level 1 Level 2 Level 3 at NAV Total Mutual funds: Blended Bond 488,712$ -$ -$ -$ 488,712$ Domestic Stock 328,120 - - - 328,120 International Bond 207,416 - - - 207,416 Blended Asset 136,008 - - - 136,008 Blended Stock 262,923 - - - 262,923 Domestic Bond 93,464 - - - 93,464 International Stock 57,499 - - - 57,499 Total mutual funds 1,574,142 - - - 1,574,142 Exchange-traded funds 82,943 - - - 82,943 Money market funds 2,928 - - - 2,928 Beneficial interest in perpetual trusts - - - 821,719 821,719 Total assets at fair value $ 1,660,013 -$ -$ 821,719$ $ 2,481,732 Fair Value Measurements The Organization’s policy is to recognize transfers into and out of Levels 2 and 3 inputs as of the date of the event or change in circumstances that caused the transfer. For the years ended September 30, 2022 and 2021, there were no significant transfers into or out of Level 2 or Level 3 inputs. Marjaree Mason Center, Inc. Notes to Financial Statements 16 NOTE 4 – GRANTS RECEIVABLE Grants receivable consisted of the following at September 30: 2022 2021 California Office of Emergency Services 259,984$ 203,714$ County of Fresno 137,336 122,587 U.S. Department of Housing and Urban Development 129,623 513,142 FEMA 44,916 68,798 City of Fresno 38,237 64,209 Westcare 18,019 30,722 Fresno Unified 8,345 - Madera County 4,230 3,231 Saint Agnes Hospital - 16,575 640,690$ 1,022,978$ NOTE 5 – PLEDGES RECEIVABLE Pledges receivable consisted of the following at September 30: 2022 2021 Pledges receivable in less than one year 159,952$ 123,467$ Pledges receivable in one to five years 25,000 50,000 184,952$ 173,467$ NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at September 30: 2022 2021 Building and land improvements 4,990,873$ 4,928,826$ Leasehold improvements 94,546 94,546 Equipment 93,946 65,258 Buildings 660,387 660,387 Furniture and fixtures 47,748 47,748 Vehicles 247,470 210,480 Land 29,064 29,064 6,164,034 6,036,309 Less: accumulated depreciation (3,581,624) (3,280,328) 2,582,410$ 2,755,981$ The Organization incurred depreciation expense of $301,296 and $312,145 for the years ended September 30, 2022 and 2021, respectively. Marjaree Mason Center, Inc. Notes to Financial Statements 17 NOTE 7 – BENEFICIAL INTEREST IN PERPETUAL TRUSTS Beneficial interest in perpetual trusts consisted of the Organization’s percentage interest in three separate perpetual trusts accounted for as split-interest agreements. The Organization values its interest in these trusts based on the fair value of each trust’s underlying assets. Balances consisted of the following at September 30: 2022 2021 Burks’ Trust (5% interest)175,598$ 207,186$ Nine Trust (5% interest)8,902 11,484 Rea's Trust (10% interest)70,276 603,049 254,776 821,719 Less: allowance for beneficial interest in perpetual trusts (70,276) - 184,500$ 821,719$ During the years ended September 30, 2022 and 2021, the Organization’s portion of unrealized (loss) and gain were $(15,162) and $54,522, respectively. During the year ended September 30, 2022, the Organization received a distribution from the Rea’s Trust in the amount of $551,781. No distributions were received during the year ended September 30, 2021. At September 30, 2022, beneficial interest in perpetual trusts was shown net of an allowance of $70,276. No allowance was recorded at September 31, 2021. NOTE 8 – REFUNDABLE ADVANCES The Organization was awarded a grant from the Anthem Blue Cross Foundation, LLC in the amount of $200,000 to help fund routine prenatal care, maternal health education, and wellness checks during pregnancy for victims of domestic violence as part of the Maternal Health Program. In accordance with ASC 958-605 for conditional grants, the Organization is accounting for this grant as a refundable advance until the conditions of the grant are substantially met. At September 30, 2022, $- of the refundable advance was remaining, the Organization met the remaining requirements of the conditional grant. The Organization was awarded a grant from the City of Fresno in the amount of $500,000 for emergency shelter needs for domestic survivors related to the novel coronavirus (“COVID-19”) pandemic. In accordance with ASC 958-605 for conditional grants, the Organization is accounting for this grant as a refundable advance until the conditions of the grant are substantially met. At September 30, 2021, $327,888 of the refundable advance was remaining. The Organization met the remaining requirements of the conditional grant during the year ended September 30, 2022. Marjaree Mason Center, Inc. Notes to Financial Statements 18 The Organization was awarded a grant from the State of California Emergency Housing and Assistance Program (“EHAP”) for renovation of an emergency shelter in Fresno in the amount of $1,000,000. In accordance with ASC 958-605 for conditional grants, the Organization accounted for this grant as a refundable advance until the conditions of the grant were substantially met. Repayment is deferred as long as the property was used as an emergency shelter or transitional housing for 7 years. If the condition is not met, the Organization must pay the amount back with a 3% rate of interest, per annum. Accrued interest totaled $210,000 at September 30, 2021. As the Organization substantially met the conditions, the amount is reported as grant revenue in the amount of $1,210,000 as of September 30, 2021. NOTE 9 – OBLIGATIONS UNDER OPERATING LEASES The Organization leases office equipment and property, which require certain minimum annual rental payments. The leases vary in terms and expire between December 2022 and March 2066. For the year ended September 30, 2022, total office equipment and property lease expenses were $110,143 and $153,576, respectively. For the year ended September 30, 2021, total office equipment and property lease expenses were $50,571 and $148,922, respectively. The future annual minimum lease payments under long-term contractual obligations at September 30, 2022, are as follows: Years Ending September 30, 2023 62,407$ 2024 32,632 2025 32,632 2026 16,169 2027 100 Thereafter 3,900 147,840$ Marjaree Mason Center, Inc. Notes to Financial Statements 19 NOTE 10 – NET ASSETS WITH DONOR RESTRICTION Amounts received from various donors for specific purposes are net assets with donor restriction that have been spent for their specified purposes. Net assets with donor restriction consisted of the following at September 30: 2022 2021 Bullard site 1,178,296$ -$ Shelter, food, and supplies for clients and children 493,801 598,186 Beneficial trusts 184,500 821,719 Clovis shelter 137,457 155,262 Programs and counseling 114,151 652,689 Auto and facilities maintenance 6,905 18,180 Education and outreach 4,360 70,528 Reedley facility - 877 2,119,470$ 2,317,441$ Net assets released from restriction during the years ended September 30, 2022 and 2021, totaled $1,526,120 and $803,638, respectively. NOTE 11 – RETIREMENT PLAN The Organization established a 401(k) Retirement Plan covering all active, full-time employees aged 21 or older. Matching contributions of $46,939 and $12,210 were made during the years ended September 30, 2022 and 2021, respectively. NOTE 12 – IN-KIND DONATIONS In-kind donations consisted of the following for the years ended September 30: 2022 2021 Trained volunteers 57,951$ 75,112$ Fresno, Clovis, and Reedley shelters 12,120 17,162 Meathead Movers 31,000 31,000 Donated meals 450 - 101,521$ 123,274$ The Organization’s policy related to in-kind donations is to utilize the assets given to carry out the mission of the Organization. If an asset is provided that does not allow the Organization to utilize it in its normal course of business, the asset will be sold at its fair market value as determined by appraisal or specialist depending on the type of asset. Marjaree Mason Center, Inc. Notes to Financial Statements 20 The Organization was provided professional clinical services at no cost to service the individuals in their shelters and other programs. Based on current market rates for these services, the Organization would have paid $70,071 and $92,274 for the years ended September 30, 2022 and 2021, respectively. The Organization was provided discretionary moving services from Meathead Movers to support victims of domestic violence in Fresno County. Based on current market rates for these services, the Organization would have paid $31,000 for each of the years ended September 30, 2022 and 2021. All in-kind donations received by the Organization for the years ended September 30, 2022 and 2021, were considered without donor restrictions and able to be used by the Organization as determined by the board of directors and management. NOTE 13 – CONTINGENCIES AND CONCENTRATIONS Federal, state, and local grants – Amounts received from grant agencies are subject to audit and adjustment by grantor agencies, principally the state and federal government. Any disallowed claims, including amounts already collected, may constitute a liability of the Organization. There are no pending audits or proposed adjustments currently. Economic dependency – The Organization receives a majority of its funding through various programs and contracts with federal, state, local, and private agencies. Grants and contracts for the years ended September 30, 2022 and 2021, comprise approximately 76% and 62%, respectively, of total revenue without donor restriction. The following is a summary of total grants and contracts received by granting and contracting agency for the year ended September 30, 2022: Granting and Contracting Agency Amount Percentage Department of Housing and Urban Development 1,625,075$ 30.02% California Office of Emergency Services 1,449,206 26.77% City of Fresno 959,955 17.73% County of Fresno 821,887 15.18% Other contracts 296,731 5.48% Federal Emergency Management Agency 94,916 1.75% Fresno Unified School District 85,345 1.58% Madera District 28,908 0.53% Westcare 27,062 0.50% Saint Agnes Hospital 24,855 0.46% 5,413,940$ 100.00 Marjaree Mason Center, Inc. Notes to Financial Statements 21 The following is a summary of total grants and contracts received by granting and contracting agency for the year ended September 30, 2021: Granting and Contracting Agency Amount Percentage Department of Housing and Urban Development 1,423,373$ 27.62% California Office of Emergency Services 1,343,913 26.08% City of Fresno 970,792 18.84% County of Fresno 951,690 18.47% Other contracts 178,747 3.47% Fresno Unified School District 77,000 1.49% California Partnership to End Domestic Violence 71,250 1.38% Federal Emergency Management Agency 68,798 1.34% Saint Agnes Hospital 33,145 0.64% County of Madera 18,823 0.37% Westcare 15,649 0.30% 5,153,180$ 100.00 NOTE 14 – LIQUIDITY AND FUNDS AVAILABLE Financial assets available to meet cash needs for general expenditures within one year as of September 30, 2022, are as follows: Financial assets: Cash and cash equivalents 2,579,744$ Investments in marketable securities 2,882,821 Grants receivable 640,690 Other receivables 4,763 Pledges receivable 184,952 Financial assets at September 30, 2022 6,292,970 Less those unavailable for general expenditure within one year, due to: Noncurrent portion of pledges receivable (25,000) Financial assets available to meet cash needs for general expenditures within one year 6,267,970$ The Organization’s spending policy is to structure its financial assets to be available for operations, capital assets, and opportunities to enhance the Organization’s mission. The Organization has certain donor-restricted net assets that are available for general expenditures within one year of September 30, 2022, because the restrictions on the net assets are expected to be met by conducting the normal activities of the programs in the coming year. Marjaree Mason Center, Inc. Notes to Financial Statements 22 NOTE 15 – SUBSEQUENT EVENTS Subsequent events are events or transactions that occur after the statement of financial position date, but before financial statements are available to be issued. The Organization recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the statement of financial position, including the estimates inherent in the process of preparing the financial statements. The Organization’s financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the statement of financial position, but arose after the statement of financial position date and before financial statements are available to be issued. The Organization has evaluated subsequent events through January 16, 2023, which is the date the financial statements were available to be issued, and determined the following event required disclosure: On December 3, 2021, the Organization signed a purchase and sale agreement with an unrelated party to purchase a building to replace the Organization’s current administration building and Fresno shelter. The total purchase price of the building is $7,000,000. On December 6, 2021, escrow was opened, and due diligence was started. The purchase was delayed due to a City of Fresno zoning contract with limitations of the building purpose. The zoning contract was lifted during the summer 2022, which initiated the due diligence process again. On December 13, 2022, the Organization closed on the purchase. The Organization obtained a promissory note payable to an unrelated party in the amount of $2,000,000, including interest at a rate of 4.10% per annum, with principal and accrued interest payable at maturity on December 13, 2023. The remaining balance on the purchase was made with $2,700,000 of cash and $2,300,000 of an in-kind donation. Supplementary Information Marjaree Mason Center, Inc. 24 See notes to schedule of expenditures of federal awards. Schedule of Expenditures of Federal Awards Year Ended September 30, 2022 Federal Grantor/Pass-through Grantor/Program Title Federal Assistance Listing Number Pass-through Entity Identifying Number Federal Expenditures Community Development Block Grants - Entitlement Grants Cluster U.S. Department of Housing and Urban Development Passed through the County of Fresno Community Development Block Grant 14.218 A-21-313 37,484$ Passed through the City of Fresno Community Development Block Grant 14.218 N/A 50,616 Total Community Development Block Grants - Entitlement Grants Cluster 88,100 Continuum of Care Program U.S. Department of Housing and Urban Development Direct award HUD Clovis - Supportive Housing 14.267 CA0974L9T142007 154,272 HUD Clovis - Supportive Housing 14.267 CA0974L9T142108 75,555 HUD Welcome Home 14.267 CA1480L9T141904 7,251 HUD Welcome Home 14.267 CA1185L9T142108 66,529 HUD Welcome Home 2 14.267 CA1410L9T142005 129,184 HUD Welcome Home 2 14.267 CA1410L9T142106 21,205 HUD Welcome Home 3 14.267 CA1480L9T142005 138,027 HUD Welcome Home 3 14.267 CA1480L9T142106 38,293 HUD Coordinated Entry 14.267 CA1762D9T142002 350,270 HUD Coordinated Entry 14.267 CA1762D9T1142103 37,742 HUD Coordinated Entry 2 14.267 CA1854L9141900 65,446 HUD Coordinated Entry 2 14.267 CA1854L9T142102 395,214 HUD Safe and Sound 14.267 CA1764D9T142002 146,087 Total Continuum of Care Program 1,625,075 Emergency Solutions Grant U.S. Department of Housing and Urban Development Passed through the City of Fresno Emergency Solutions Grant 14.231 N/A 95,473 Total U.S. Department of Housing and Urban Development 1,808,648 Crime Victim Assistance U.S. Department of Justice Passed through the California Office of Emergency Services Domestic Violence Assistance Program 16.575 DV20341257 65,000 Domestic Violence Assistance Program 16.575 DV20341257 118,513 Unserved/Underserved Victim Advocacy 16.575 UV20031257 8,597 Unserved/Underserved Victim Advocacy 16.575 UV21041257 41,802 Unserved/Underserved Victim Advocacy 16.575 UV21041257 78,040 Housing First 16.575 XD20031257 54,392 Housing First 16.575 XD2031257 238,387 Transitional Housing - FSP 16.575 XH20031257 46,900 Transitional Housing - FSP 16.575 XH21041257 147,876 Total Crime Victim Assistance 799,507 Violence Against Women Formula Grants U.S. Department of Justice Passed through the California Office of Emergency Services Teen Dating Violence 16.588 TV20051257 18,656 Total U.S. Department of Justice 818,163 Emergency Food and Shelter National Board U.S. Department of Homeland Security Direct Award Emergency Food and Shelter National Board Program 97.024 21 94,916 Total U.S. Department of Homeland Security 94,916 Family Violence Prevention & Services U.S. Department of Health and Human Services Passed through the California Office of Emergency Services Domestic Violence Assistance Program 93.671 DV20341257 119,701 Total U.S. Department of Health and Human Services 119,701 Coronavirus Relief Fund U.S. Department of Treasury Passed through the City of Fresno COVID-19 - City Cares 21.019 N/A 300,000 COVID-19 - City Cares 21.019 N/A 327,889 Total Coronavirus Relief Fund and U.S. Department of Treasury 627,889 Total Expenditures of Federal Awards 3,469,317$ Marjaree Mason Center, Inc. 25 Notes to Schedule of Expenditures of Federal Awards Year Ended September 30, 2022 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation – The accompanying schedule of expenditures of federal awards (the “Schedule”) includes the federal grant activity of Marjaree Mason Center, Inc. (the “Organization”), under programs of the federal government for the year ended September 30, 2022. The information in the Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Uniform Guidance”). Because the Schedule presents only a selected portion of the operations of the Organization, it is not intended to and does not present the financial position, changes in net assets, or cash flows of the Organization. Relationship to financial reports – Information included in the accompanying Schedule is in substantial agreement with the information reported in the related financial reports for major programs. Program costs – Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. Negative amounts shown on the Schedule represent adjustments or credits made in the normal course of business to amounts reported as expenditures in prior years. Subrecipients – The Organization does not pass through funds to subrecipients. NOTE 2 – INDIRECT COSTS The Organization has elected to use the 10-percent de minimis indirect cost rate allowed under the Uniform Guidance as described in 2 CFR 200.414. Single Audit Reports 27 Report of Independent Auditors on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards The Board of Directors Marjaree Mason Center, Inc. We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Marjaree Mason Center, Inc., which comprise the statement of financial position for the year ended September 30, 2022, the related statements of activities and changes in net assets, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements, and have issued our report thereon dated January 16, 2023. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered Marjaree Mason Center, Inc.’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control. Accordingly, we do not express an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of Marjaree Mason Center, Inc.’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified. 28 Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether Marjaree Mason Center, Inc.’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Marjaree Mason Center, Inc.’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Fresno, California January 16, 2023 29 Report of Independent Auditors on Compliance for the Major Federal Program and Report on Internal Control over Compliance Required by the Uniform Guidance The Board of Directors Marjaree Mason Center, Inc. Report on Compliance for the Major Federal Program Opinion on the Major Federal Program We have audited Marjaree Mason Center, Inc.’s compliance with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on Marjaree Mason Center Inc.’s major federal program for the year ended September 30, 2022. Marjaree Mason Center, Inc.’s major federal program is identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs. In our opinion, Marjaree Mason Center, Inc. complied, in all material respects, with the compliance requirements referred to above that could have a direct and material effect on its major federal program for the year ended September 30, 2022. Basis for Opinion on the Major Federal Program We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (Government Auditing Standards); and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report. We are required to be independent of Marjaree Mason Center, Inc. and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for the major federal program. Our audit does not provide a legal determination of Marjaree Mason Center, Inc.’s compliance with the compliance requirements referred to above. Responsibilities of Management for Compliance Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to Marjaree Mason Center, Inc.’s federal programs. 30 Auditor’s Responsibilities for the Audit of Compliance Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on Marjaree Mason Center, Inc.’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material, if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about Marjaree Mason Center, Inc.’s compliance with the requirements of the major federal program as a whole. In performing an audit in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding Marjaree Mason Center, Inc.’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. • Obtain an understanding of Marjaree Mason Center, Inc.’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control over compliance. Accordingly, no such opinion is expressed. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit. Other Matters The results of our auditing procedures disclosed one instance of noncompliance which is required to be reported in accordance with the Uniform Guidance and which is described in the accompanying schedule of findings and questioned costs as item 2022-001. Our opinion on the major federal program is not modified with respect to this matters. Government Auditing Standards requires the auditor to perform limited procedures on Marjaree Mason Center, Inc.’s response to the noncompliance finding identified in our compliance audit described in the accompanying schedule of findings and questioned costs. Marjaree Mason Center, Inc.’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. 31 Report on Internal Control over Compliance Our consideration of internal control over compliance was for the limited purpose described in the Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance and therefore, material weaknesses or significant deficiencies may exist that were not identified. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, as discussed below, we did identify a deficiency in internal control over compliance that we consider to be a significant deficiency. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. We consider the deficiency in internal control over compliance described in the accompanying schedule of findings and questioned costs as item 2022-001, to be a significant deficiency. Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed. Government Auditing Standards requires the auditor to perform limited procedures on Marjaree Mason Center, Inc.’s response to the internal control over compliance finding identified in our compliance audit described in the accompanying schedule of findings and questioned costs. Marjaree Mason Center, Inc.’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Fresno, California January 16, 2023 Marjaree Mason Center, Inc. 32 Schedule of Findings and Questioned Costs Year Ended September 30, 2022 FINANCIAL STATEMENTS Type of auditor's report issued on whether the financial statements audited were prepared in accordance with GAAP: Internal control over financial reporting: Material weakness(es) identified?Yes X No Significant deficiency(ies) identified?Yes X None reported Noncompliance material to financial statements noted?Yes X No FEDERAL AWARDS Internal control over major federal programs: Material weakness(es) identified?Yes X No Significant deficiency(ies) identified?X Yes None reported Any audit findings disclosed that are required to be reported in accordance with section 2 CFR 200.516(a)?X Yes No Identification of Major Federal Program and Type of Auditor's Report Issued on Compliance for the Major Federal Program Name of Federal Program/Cluster Continuum of Care Program Unmodified Dollar threshold used to distinguish between Type A and Type B programs: Auditee qualified as low-risk auditee?X Yes No None reported. Section I – Summary of Auditor's Results Section II –– Financial Statement Findings $750,000 Unmodified Type of Auditor's Report Issued on Compliance for the Major Federal Program 14.267 Federal Assistance Listing Number Marjaree Mason Center, Inc. Schedule of Findings and Questioned Costs (Continued) Year Ended September 30, 2022 33 Section III – Federal Award Findings and Questioned Costs Finding 2022-001: Department of Housing and Urban Development - Continuum of Care Program - Assistance Listing No. 14.267; Grant period: Year Ended December 31, 2022. Criteria –In accordance with 2 CFR 200.320(a)(2)(i), participants are required to perform an appropriate form of competition in their procurement process if purchases are within the small purchase threshold. Condition – Management did not perform an appropriate form of competition for a purchase made within the small purchase threshold. Questioned costs – There are known questioned costs of $36,990 representing the reimbursements claimed for the vendor during the audit period. No likely questioned costs are noted. Context – Inspection of procurement documentation showed one out of two vendors subjected to sampling required an adequate number of price or rate quotations from qualified sources to be obtained and assessment to be performed in accordance with the small purchase threshold of 2 CFR 200.320(a)(2)(i). Price or rate quotations were obtained,but not formally documented and a formal assessment was not performed.Of the $1,625,075 of total Continuum of Care reimbursements claimed during the year, $96,702 of reimbursements are subject to this procurement requirement, including the known questioned costs of $36,990. Effect –By not obtaining price or rate quotations from qualified sources, this could result in the utilization of an unqualified vendor, an overspending of grant funding, and questioned costs. Cause – Management obtained rate quotations from an adequate number of vendors,but did not retain sufficient documentation and did not perform a formal assessment to proceed with the purchase. Repeat finding – N/A Recommendation –We recommend management implement a control to ensure sufficient documentation is retained during the procurement of all vendors being reimbursed by federal awards and ensure compliance with the Uniform Guidance and other applicable procurement standards. Management's response – Management will ensure to retain sufficient documentation when obtaining quotes from similar vendors and performing a documented analysis of services and corresponding costs for the fiscal year 2022–23 and every year going forward. Other Information Marjaree Mason Center, Inc. 35 Combining Schedule of Revenue, Support, and Expenses – Unaudited Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) California Contributions, Housing and Office of County Program County of Urban Emergency Marriage Family City of Fees, and Total Fresno Development Services License Fees Stabilization Fresno Other 2022 2021 REVENUES, GAINS, AND OTHER SUPPORT Grants and contracts 69,431$ 1,625,075$ 1,449,206$ 175,885$ 690,245$ 928,007$ 476,091$ 5,413,940$ 5,153,180$ Contributions - - - - - - 2,945,544 2,945,544 3,003,763 In-kind donations - - - - - - 101,521 101,521 123,274 Special events - - - - - - 521,886 521,886 303,701 Program fees - - - - - - 145,948 145,948 184,990 Other income - - - - - - 14,700 14,700 42,897 Legacies and bequests - - - - - - 100,000 100,000 109,777 Emergency Housing and Assistance grant - - - - - - - - 1,210,000 Loss on disposal of assets - - - - - - - - (7,118) Net realized and unrealized loss (gain) in fair value of perpetual trusts - - - - - - (85,438) (85,438) 54,522 Interest and dividend income - - - - - - 53,739 53,739 25,457 Net realized and unrealized (loss) gain in fair value of investments - - - - - - (555,060) (555,060) 183,742 Total revenues, gains, and other support 69,431 1,625,075 1,449,206 175,885 690,245 928,007 3,718,931 8,656,780 10,388,185 EXPENSES Accounting and legal - 4,093 4,940 12,548 - - 54,648 76,229 48,563 Advertising - - 149 - - - 16,992 17,141 12,489 Bad debt expense - - - - - - 2,500 2,500 - Bank charges - - - - - - 88 88 891 Computer services - 4,430 1,893 11,364 745 - 20,031 38,463 42,423 Conferences, conventions, and meetings 1,323 9,430 1,985 17 1,513 - 103,138 117,406 142,081 Depreciation - - - - - - 183,057 183,057 180,824 Donated services and supplies - - - - - - 108,062 108,062 123,086 Dues and subscriptions - 656 1,294 - - - 25,442 27,392 20,752 Employee benefits 3,690 175,215 123,552 1,000 91,188 47,155 396,529 838,329 636,311 Equipment rental, repairs, and maintenance 2,217 135,567 64,342 37,597 20,462 23,860 242,951 526,996 532,527 Food 3,925 367 741 1,550 94 37,593 77,404 121,674 152,892 Insurance - 5,722 9,678 42,112 - - 16,075 73,587 68,245 Interest - - - - - - 316 316 30,000 Miscellaneous - - - - - - 4,136 4,136 1,390 Office expense 27 314 2,028 3,106 1,888 26 51,649 59,038 44,375 Printing - 6,222 419 247 130 - 54,278 61,296 35,653 Professional fees - 10,862 20,147 4,627 250 - 359,721 395,607 274,259 Program supplies 27,335 248,945 393,769 516 583 474,106 280,543 1,425,797 1,406,256 Rent 7,200 25,610 24,332 3,009 66,418 - 50,865 177,434 184,262 Salaries 23,552 956,950 690,727 - 479,869 269,884 1,520,870 3,941,852 3,357,482 Security - 1,101 12,929 87 564 51,413 40,600 106,694 10,922 Taxes and licenses - 6,759 - 93 - - 17,111 23,963 121 Utilities 162 32,832 96,281 2,346 26,541 23,970 74,106 256,238 273,155 Total expenses 69,431 1,625,075 1,449,206 120,219 690,245 928,007 3,701,112 8,583,295 7,578,959 CHANGES IN NET ASSETS -$ -$ -$ 55,666$ -$ -$ 17,819$ 73,485$ 2,809,226$ PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 10 of 35 PY 2023-2024 APPLICATION Homeless and Homelessness Prevention Programs 1. Project Summary Information – please complete the below summary for the project/program. Project Name (10 words or less): Emgergency Shelter Program Amount Requested: $ 203,206.00 ESG Applicants Only – please provide a breakdown of amount requested by program component: Street Outreach: $ .00 Emergency Shelter: $ 203,206.00 Homelessness Prevention: $ .00 Rapid Rehousing: $ .00 HMIS: $ .00 This is a: New Project/Program Existing Project/Program Provide a short description of the proposed program/activity. (1 to 3 sentences and must fit in the provided space). Marjaree Mason Center is requesting ESG funding to support emergency shelter and support services for adults and their children experiencing domestic violence and homeless or at risk of homelessness due to abuse. Funds through this program will be used to support costs associated with Marjaree Mason Center's Emergency Shelter Program which provides 24/7 crisis response, emergency shelter, basic neccessities (food, clothing, blankets, hygeine items, diapers, etc.), case management, victim advocacy, mental health services and coordinated entry system services that assist clients while they work toward obtaining longer-term safe housing and increase stability. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 11 of 35 2. Organizational Capacity a. Describe the organization’s experience with administering federally funded programs of this nature. Established in 1979, Marjaree Mason Center (MMC) has over 40 years of experience in providing safe and confidential emergency shelter and comprehensive support services for adults and children affected by domestic violence, and is the only dedicated provider of these critical services in Fresno County. Since its inception, MMC has grown to inlcude two agency owned and operated Safe Houses, and five separate office sites which provide a wide breadth of diverse services that are specifically designed to meet the unique needs of individuals impacted by the trauma of abuse. Comprehensive services include: 24/7 hotline and crisis response, safety planning and risk assessment, case management, advocacy, emergency and longer-term safe shelter, individual and group counseling, legal assistance, children services, child advocacy, community outreach, youth education and linkages to local community social service programs. All MMC programs and services are provided using trauma informed care practices that recognize the impact of trauma on the individuals physical and mental health and limit re-traumatization of clients participating in supportive services. As such, all MMC staff are required to completed 40-Hour Domestic Violence Counselor training upon employment with the agency. This training meets the requirements for Domestic Violence Counselor Training per Evidence Code §1037.1(a)(1) and covers a wide variety of topics including the history of doemstic violence, civil and criminal law related to domestic violence, societal attitudes, confidentiality, cultural competency, trauma informed care, teen dating violence, public resources and more. For more than 20 years, MMC has consistently received and successfully fullfilled grant commitments and met objectives for government funding agencies and programs similar to this ESG opportunity. Fund tracking for all projects is facilitated using the agency’s accounting software, Abila MIP, which enables us to track all project expenses using specifically assigned source codes. MMC's Staff Accountant will review the grant monthly to assess project spenddown and to ensure that all funds are eligible for the ESG per the guidelines set forth in the notice of funding availability. All agency funds are tracked using the accounting system as well as a separate Excel worksheet. On average, MMC manages more than 25 grants each year amounting to over $5.5 million in funding from federal, state and local government programs as well as from private foundations. Further, MMC has a lengthy history demonstrating many years fiscal and programmatic stability with ensuring compliance with HUD, SHP, HPRP and ESG policies and regulations. The agency's Board of Directors have met all federal review standards and has an excellent history of maintaining feduciary oversight for the agency. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 12 of 35 MMC's Deputy Director, Leticia Campos, has over 15 years of experience in providing client services and will have direct oversight of this project. She holds a Bachelors degree in Social Work and has been with MMC for over 10 years and has held several leadership roles within the agency. In her current role, as Deputy Director, Leticia oversees all direct client service programs inlcuding: CRT, the emergency shelter, housing programs (transitional, rapid rehousing and permanent) and the children's program. Fiscal oversight for this program will be provided by the Director of Finance and Technology, Marcus Martin. Marcus has been with MMC for over 15 years and has extensive experience in accounting, finance and internet technology. Currently, Marcus oversees all agency finances and monitors all contracts and provides oversight for all current and prior CDBG, ESG, HUD and HEAP funds as well as all data platforms and analytics for the agency. In addition to its long-standing and well established capacity to administer federally funded projects of this nature, MMC has a strong record of maintaining community partnerships. Partnerships and collaborations with local community organizations, MMC is able to ensure uninterupted access to a diverse array of programs and services that support all survivors of domestic violence. MMC's partners include but are not limited to: the Fresno Housing Authority, (they are a collaborative applicant for HUD grants), local law enforcement agencies throughout Fresno County (including MMC Advocates stationed at Fresno PD and Fresno Sheriff's Department), Crime Victims Assistance Center (provide support to emergency shelter clients and assistance with relocation expenses and securing permanent housing), Meathead Movers and Wings (assist with moving and obtaining household items), local hospitals (CRMC, Kaiser Permanente, St. Agnes, Valley Children's Hospital), Centro La Familia and Fresno Unified School District (assist children with school related needs through Project First Step). MMC is also an active member and in good standing with the Fresno Madera Continuum of Care. MMC believes that maintaining strong partnerships with local organizations is essential to creating a community network of support that addresses the needs of all individuals, streamlines access to assistance and reduces duplication of services thereby maximizing community resources. b. For how many years has the organization administered activities of the type described in this application? 44 c. Does the organization have the following in place (check box if ‘yes’)? Written policies and procedures for the proposed project or program (i.e., intake, eligibility) PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 13 of 35 Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures Facility utilization plan and policies Note: If not, be aware, the City will require a facility utilization plan and policies prior to the execution of a subrecipient agreement. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 14 of 35 d. Provide addresses for each applicable location of site(s) where activity will occur, and a brief description of the facilities. Marjaree Mason Center Administrative Offices and Crisis Drop-in Center: 1600 M Street, Fresno, 93721 (See Exhibit F) Marjaree Mason Center Emergency Shelter: Confidential domestic violence shetler located in Fresno, CA Maps attached as exhibit F PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 15 of 35 3. Proposed Scope of Work a. Briefly describe the needs this proposal addresses, and how existing resources are insufficient to meet this need: Marjaree Mason Center is proposing to address the critical needs of individuals who homeless and/or at risk of homelessness due to domestic violence by providing safe emergency shelter and comprehensive services that will support survivors immediate needs while they work toward recovery and self-sufficiency. Last year, MMC provided services to 7,539 individuals (including 5,937 adults and 1,265 children) and 80,390 nights of emergency and longer-term safe shelter to survivors of domestic violence. Each year the number of individuals seeking services and reporting domestic violence continues to rise. According to the Department of Justice, of the top 10 most populous counties in California, Fresno County has the highest rates per capita of reported domestic violence to law enforcement in the state. Last year, Fresno Police Department (FPD) reported responding to 8,271 domestic violence calls for service. This reflects a nearly 10% increase compared to the previous year’s reports and a 26% increase over the last two years. FPD also reports that in cases where domestic violence is present, the severity of physical aubse leading to injury continues to increase. This is especially troubling given that law enforcement and advocates agree that most instances of domestic violence go unreported. The ongoing increase in the number of survivors seeking services and increased need for immediate safe shelter means that MMC’s Emergency Safe House is nearly always filled to capacity. However, MMC does not turn away individuals fleeing domestic violence; as a best practice, MMC utilizes local motels to provide off-site interim safe shelter thereby increasing agency capacity and reducing the risk of homelessness. Clients housed in off-site locations are provided with the same services as those residing in the Emergency Safe House, these include 24/7 hotline assistance, risk assessment, safety planning, food, clothing and basic hygiene needs, case management, individual and group counseling, legal advocacy (assisting with filing restraining orders), housing assistance, children’s services and referrals to additional community programs as needed. Unfortunately, MMC’s Emergency Shelter Program is the least funded program in the agency, as many funders prefer to provide support for longer-term programs such as Permanent Housing and Rapid Rehousing programs. While MMC recognizes the importance of providing long-term care programs (and works diligently to transfer clients from emergency programs to transitional and permanent housing programs), we must first meet survivors immediate needs by offering robust emergency programs that address their present crises and support their basic needs. The average length of stay for clients in the Emergency Shelter is approximately 32 days. As the only dedicated provider of safe PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 16 of 35 confidential shelter and comprehensive domestic violence services in Fresno, it is imperative to ensure that MMC can meet the immediate needs of survivors by providing access to safe emergency shelter. b. Briefly describe the target population and how the project will meet the specific needs of the target population. The target population for this project includes all individuals located in Fresno County who are experiencing domestic violence and who are either homeless or at risk of homelessness due to the abuse. Domestic violence effects all populations regardless of ethnicity, age, religion, gender, language, sexual orientation, location or economic ability. While MMC provides services to all individuals affected by domestic violence and seeking support, the vast majority of our clients are women and children in households that are defined as low/moderate income (LMI) and/or homeless by the Department of Housing and Urban Development (HUD). Last year 87% of all MMC clients fell within the HUD definition for LMI and homeless. According to the National Network to End Domestic Violence (NNEDV), domestic violence is one of the leading causes of homelessness for women and children. In addition to physical and emotional abuse, survivors of domestic violence often experience financial abuse which undeniably impacts their ability to obtain safe and affordable housing. Faced with the unimaginable choice between homelessness and living with abuse, women with children often return to their abuser. MMC will reduce homelessness and/or the risk of homelessness of survivors fleeing from violence by providing safe and confidential shelter in the agency’s Safe House as well as immediate support services such as risk assessments, safety planning, case management, individual and group counseling, legal advocacy, health and wellness programs, children’s services, classes, housing assistance and referrals to additional social service programs. Additionally, MMC will ensure that the basic needs (food, clothing, hygiene items, diapers, blankets, etc.) of survivors are met while they focus on overcoming the long-term traumatic effects of abuse. Further, all MMC services are provided by knowledgable staff who have been trained in using Trauma Informed Care principles to provide supportive services PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 17 of 35 that are tailored to meet the unique needs of each victim. Domestic violence is a viscious cycle of power and control that includes (but is not limited to) isolation, physical assault, verbal abuse, emotional abuse, sexual abuse and financial abuse; the long-term effects of which often lead victims to experience depression, anxiety, fear, homelessness, unemployment and financial instability. MMC services are designed to meet each client where they are; this means that they can work at their own pace and drive their own care based on their level of ability and readiness. Clients are not requred to participate in agency programs in order to receive services. c. Describe how the project will be marketed to the target population. In order to raise awareness of available services and market programs to the community, MMC works closely with a variety community partners to provide domestic violence awareness classes that teach first responders, local service providers and community organizations how to recognize abuse, provide intervention when abuse is present and how to directly link victims to MMC for immediate safe shelter and comprehensive supportive services when needed. MMC also operates offices at 7 sites located strategically throughout Fresno County; these include two safe and confidential shelters, administrative offices and satellite locations in Reedley and Mendota which provide support for individuals located in rural communities. Additionally, MMC employs Community Navigators who are able to travel to victims and meet them in safe places within their communities rather than requiring them to travel to the crisis drop-in center to receive support. Further, MMC maintains partnerships with a wide variety of community agencies and providers to coordinate referrals for services including the Fresno Housing Authority, (they are a collaborative applicant for HUD grants), the County of Fresno, Exceptional Parents Unlimited (EPU), local law enforcement agencies throughout Fresno County (including MMC Advocates stationed at Fresno PD and Fresno Sheriff's Department), Fresno County District Attorney’s office, Department of Social Services, Behavioral Health and Public Health, Crime Victims Assistance Center (provide support to emergency shelter clients and assistance with relocation expenses and securing permanent housing), Meathead Movers and Wings (assist with moving and obtaining household items), local hospitals (CRMC, Kaiser Permanente, St. Agnes, Valley Children's Hospital, UCSF), Churches, Centro La Familia and Fresno Unified School District (assist children with school related needs through Project First Step). MMC is also an active member and in good standing with the Fresno Madera Continuum of Care and staff routinely attend community events to facilitate outreach and education services in order to provide comprehensive information about MMC and how to access agency services. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 18 of 35 PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 19 of 35 d. Summary of Services to be provided: Select all services to be provided, including those that are not funded by the City. Emergency Shelter Transitional Housing Homeless Prevention/Housing Assistance Homeless Diversion Mental Health/Other Services - Individual and Family Counseling - Drug/Alcohol Treatment - Job Training - Children’s Program - Parenting education - Domestic Violence Intervention - Self-Sufficiency Skills Training - Outreach - Assessment of Needs Permanent Housing with Supportive Services Affordable Housing Job Training/ Job Search Women’s Program Day Care Youth Program Access to Medical Immigration Assistance Fair Housing Assistance Academic Support/Tutoring Referral Services Case Management Provide Meals Free Services Business Development to micro-enterprise Other (specify):Legal Advocacy/Restraining Oder Assistance PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 20 of 35 e. Estimate the number of unduplicated persons expected to benefit from the project: 300 unduplicated persons will receive a direct benefit from this project. f. Please indicate which of these service types will be provided and the number of unduplicated persons who will benefit. Check if Providing Public and Community Service Types Estimated No. Persons Assisted Operating Cost of Shelters for Persons who are homeless or impacted by HIV/AIDS 300 Rental Assistance/Subsidy Supportive/Essential Services (not duplicated with services provided in conjunction with another activity) Housing information services (not duplicated with services provided in conjunction with another activity) PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 21 of 35 g. Describe the homeless or homelessness prevention service program. Please include information about barriers to program participation and how the activity will address those barriers, and any information about how the activity was developed or refined in consultation with the target population. Limit description to the space provided on this and the next page. Marjaree Mason Center’s mission is to support and empower adults and their children affected by domestic violence while striving to prevent and end the cycle of abuse through education and advocacy. Domestic violence (also known as Intimate Partner Violence or IPV) is a systemic pattern of power and control that impacts more than 10 million men and women each year; it is perpetrated through the willful intimidation, physical assault and/or other abuse by one intimate partner against another. There are many types of domestic violence including (but not limited to), physical violence, stalking, emotional abuse, mental abuse, financial abuse and medical abuse. What’s more, domestic violence does not discriminate, it impacts all communities regardless of age, gender, ethnicity, socio-economic status, religion, sexual orientation or nationality. Sadly, 1 in 3 women and 1 in 4 men have experienced some type of physical abuse at the hands of an intimate partner. Marjaree Mason Center provides services to all individuals affected by domestic violence and advocates of the Center work hard to meet the individual needs of each client, this includes using trauma informed care methods that are client centered, patient and empowering. Every survivor has a unique set of barriers to overcome. Our goal is to provide a safe, welcoming and confidential space that cultivates trust for those seeking refuge and working toward recovering from the trauma of abuse. Advocates, often spend hours (sometimes an entire shift depending on the client barriers), listening, validating, and de-escalating clients in crisis, while doing their best to connect them services that will meet their specific needs (safety planning, counseling, legal advocacy, shelter, children’s services, etc.). Survivors of abuse face a wide variety of barriers when attempting to access support services, some of these barriers include isolation from friends and family, no transportation, little or no access to money, unemployment, language barriers and physical distance from services. While safe shelter is a pathway to freedom for survivors, they frequently face additional barriers to obtaining housing due to abuse such as poor credit, unemployment, limited income, discrimination in housing applications due to violent and/or criminal actions by their abuser, poor rental history, evictions, and limits to the types of housing and locations available due unique safety needs. Due to the significant danger of domestic violence, the wide variety of barriers survivors face in order to obtain services and the limited amount of resources available to them, most MMC programs and services are provided at no cost. Supportive services that help to reduce barriers include, but are not limited to: diverse PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 22 of 35 and inclusive programs, transportation, translation services, child care assistance, utility assistance and housing assistance. MMC’s Crisis Response Team (CRT) is typically the first point of contact for individuals seeking shelter and/or supportive services; however, MMC operates using a “no wrong door” policy. This means that clients can access MMC services through linkages from a variety of community providers including law enforcement, emergency rooms, medical centers, schools and social service agencies. Once connected to the agency, CRT members facilitate risk assessments, develop safety plans and determine which services are appropriate or necessary for each individual client. In addition to emergency shelter, MMC’s supportive services include 24/7 emergency hotline and crisis intervention, safety planning, risk assessment, food, clothing, case management, advocacy, individual and group counseling, legal advocacy, children’s services, long-term permanent housing assistance and referrals to community/social service programs. Once assessments have been completed, clients can be enrolled in the Emergency Safe House Progarm and connected to an MMC Case Manager who remains their primary point of contact for the duration of their engagement in MMC services. Maintaining a single point of contact is an important aspect of providing stability and building trust with the client. MMC believes that homelessness can be most efficiently ended by providing victims with access to safe, decent and affordable housing. Clients enrolled in the Safe House Program are each provided with their own private bedroom (families are housed together in larger or ajoining rooms depending on family size). Each bedroom is furnished with beds, a dresser, television and new bedding (blankets, sheets, pillows) that the clients can take with them when they exit the the program. The safe house living room, kitchen and bathrooms are all shared spaces. Residential advocates are stationed on-site in the Safe House and are available to provide assitance to clients 24/7. Additionally, Residential Advocates interact regularly with clients residing in the safe house, facilitate support groups, provide advocacy, hold client work shops and support daily activities by asisting with meal preparation and distribution and by promoting safe and healthy lifestyles. Although all individuals experiencing homelessness, especially those impacted by domestic violence, may benefit from supportive services such as mental health or substance abuse counseling, participation in these services is not a prerequisite to accessing safe housing or a condition of maintaining it. In fact, MMC believes that the provision of safe housing will improve a client's overall ability to effectively participate in supportive services. The average length of stay in the emergency safe house is 30 days; however, this can vary depending on the client’s individual needs. Case Managers work directly with clients to identify each of their unique needs and create personal goals, which are used to develop an individualized Plan of Care. Goals included in the Plan of Care can include but are not limited to securing stable housing, counseling, education, reunification with family and/or friends and obtaining PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 23 of 35 financial stability and independence. Safe, secure and stable housing is critical to overcoming the lasting effects of traumatic abuse. Through the Coordinated Entry System (CES), and in collaboration with community partners, MMC works to connect clients to stable housing programs. While enrolled in the Emergency Shelter Program, MMC Case Managers work with clients to determine their next steps toward obtaining stability. This can be accomplished either through re-unification with friends or family and/or through linkages to an MMC internal permanent housing project, or external housing project. In order to make the connection to a permanent housing project, clients are added to a “by-name list” which encompasses their combined “scores” from a lethality risk assessment and the Vulnerability Index- Service Prioritization Assessment Tool (VI-SPDAT). Depending on their overall “score” clients are then prioritized accordingly for housing. Once added to the by-name list, clients are connected with an MMC Housing Locator that will prepare and support them in becoming “document ready.” Document ready means that clients have obtained the appropriate legal documents i.e. birth certificates, social security cards, legal identification, etc. necessary for obtaining housing and employment. Once a client is document ready, they are eligible to be “matched” with an identified housing project. The identified housing project can be an MMC internal connection, or an external connection through the overall “community” housing availability. On average, clients remain on the by-name list for 198 days before being connected to permanent housing. This time consuming process makes the need for emergency shelter and support services critical in reducing the risk of homelessness and in assisting clients with achieving independence and stability. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 24 of 35 Detailed Narrative Description of Project/Program (Continued from previous page) PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 25 of 35 h. Collaboration Briefly describe any collaboration efforts with other organizations for this project/program or related initiatives. Collaborating Organization Description of Collaboration Fresno Police Department Fresno Police Department: MMC collaborates with the Fresno Police Department on a daily basis. We have two MMC Victim Advocates stationed directly within the Fresno Police Department office; who support and respond to victims that unfortunately have law enforcement involvement due to domestic violence. MMC PD Advocates, collaboratively work with detectives and officers, in responding, supporting and navigating these survivors through their available options for shelter and support services. Fresno Unified School District Marjaree Mason Center collaborates with FUSD for all levels of support for those children impacted by DV and residing in the MMC Emergency Safe House. Through Project First Step, a FUSD Liasion, collaborates with the MMC Children’s team for all FUSD children residing in the safe house, and in need of educational support. Often times, children of victims are uprooted from their school, need to remain out of school due to safety issues, and/or the family lacks the educational resources needed. FUSD and MMC staff work hand in hand to ensure families and the children are supported. The Poverello House Over the last 20 years the Marjaree Mason Center has collaborated with the Poverello house to provide meals for clients receiving safe shelter. Through this partnership, MMC purchases and distributes daily meals for clients that have been prepared by the Poverello House and delivered to the Center. Fresno Housing Authority The Marjaree Mason Center has managed multiple HUD RRH grants in partnership with Fresno Housing Authority over the past several years. These HUD funded RRH housing projects focus on providing support for survivors of Domestic Violence. Additionally, through the support of these RRH projects MMC is able to focus on the financial and PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 26 of 35 long term housing stability of each client served. The long-term goals is to support clients/families in regaining their self-sufficiently and above all a sense of safety. Exceptional Parents Unlimited MMC and EPU have partnered to expand services for children ages 0-5 residing in the Fresno safe house. Through this parnership, Dr. Dana Riley, a child psychologist, provides on-site direct support for children and families on Tuesdays and Thursdays. Dr. Riley meets with parents and their children for individual sessions, she has extensive training on providing trauma informed care and child development services. When Dr. Riley she does not have appointments scheduled, she works in the Children's Enrichment Center to support staff by modeling and coaching social skills, emotional regulation, and providing trauma informed care with the children. Fresno Rescue Mission The Fresno Rescue Mission is one of MMC's main local resources for supporting unsheltered/housing insecure clients and families. MMC often referrs clients/families seeking services but who are not experiencing domestic violence to the Rescue Mission for assistance. The Rescue Mission has services that operate 24/7, which allow us to connect a client quickly should they be in need of shelter at the time of seeking services with us. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 27 of 35 4. Project/Program Budget a. Activity Budget by Funding Type Please provide a high-level summary of the total budget by federal and non- federal funds. Proposed Activity Budget Amount Total ESG, HOPWA, and/or CDBG Funds Requested $203,206 Total Other Federal Funds (do not include the above funds on this line) $1,197,708 Total Non-Federal Funds $759,485 Total Proposed Activity Budget $2,160,400 b. List of Funding Sources Provide all planned funding anticipated/ committed for this activity for FY 2023- 2024. If the organization has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date California Office of Emergency Services Domestic Violence Assistance Program 324,650 COMMITTED ARPA Domestic Violence Assistance Program 941,920 COMMITTED HUD Coordinated Entry 160,000 COMMITTED PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 28 of 35 Private Donations Private Donations 507,644 PENDING 7/1/2023 County of Fresno Marriage License Fee 22,980 COMMITTED c. Activity Budget Summary and Narrative Please complete Exhibit A – Operating Budget Summary. The above referenced Budget worksheet is available in Excel format at www.fresno.gov/housing under ‘Notices of Funding Available.’ Please complete Exhibit B – Budget Narrative to provide a brief explanation of the expenses included in the budget. d. Prior-Year Financial Statement For existing programs, please attach a financial statement labeled as Exhibit B for the proposed program for the last full operating year. Failure to provide the financial statement will result in disqualification. Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY EXHIBIT B – BUDGET NARRATIVE EXHIBIT C – HOMELESS AND HOMELESSNESS PREVENTION ESG SOURCES AND AMOUNTS OF MATCH AND MATCH QUESTIONAIRE EXHIBIT D – PRIORYEAR AUDITED FINANCIAL STATEMENT INCLUDING STATEMENT OF ACTIVITIES, STATEMENT OF FINANCIAL POSITION AND STATEMENT OF CASH FLOWS (REQUIRED WHEN TOTAL FEDERAL GRANT AWARDS EQUALED OR EXCEEDED $750,000 DURING THE ANNUAL AUDIT PERIOD); OR EXHIBIT E – PRIOR-YEAR UNAUDITED FINANCIAL STATEMENT WHEN TOTAL FEDERAL GRANT AWARDS FOR THE ANNUAL AUDIT PERIOD WAS LESS THAN $750,000 Optional Additional Exhibits: PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 29 of 35 EXHIBIT – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT E – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT F – SERVICE AREA MAP (REQUIRED IF NOT DESCRIBED IN 2.d.) Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position; add additional rows as needed) Direct Service Personnel: Case Manager 41,760.00 7,153.00 48,913.00 41,600.00 83,520.00 174,033.00 Client Service Residential - 251,998.00 41,760.00 83,520.00 377,278.00 Residential Team Member 39,150.00 7,504.00 46,654.00 132,558.00 11,500.00 190,712.00 Family Skills Specialist - 15,000.00 15,000.00 Victim Advocate 52,648.00 52,648.00 Child Service Program Manager - 22,000.00 22,000.00 Custodian - 5,000.00 5,000.00 9,940.00 19,940.00 Maintenance Tech 37,584.00 6,682.00 44,266.00 73,548.00 7,800.00 125,614.00 Administrative Personnel: Director of Facilities 13,185.00 13,185.00 Housing Service Manager - 21,600.00 21,600.00 Deputy Director - 4,914.00 4,914.00 16,368.00 26,196.00 Independent Contractors / Consultants: [enter position title]- - [enter position title]- - TOTAL PERSONNEL BUDGET $ 118,494.00 $ 21,339.00 $ 139,833.00 $ 583,866.00 $ 154,494.00 $ - $ 160,013.00 $- $1,038,206.00 Other Direct Costs (Include only costs that are direct; indirect costs are covered under the Indirect Cost Rate) Client Support 4,000.00 1,000.00 10,000.00 15,000.00 Motel/Hotel Expense 292,000.00 292,000.00 Security/Alarm Expense 69,000.00 69,000.00 Food 48,000.00 122,000.00 170,000.00 Interpreter Services 1,000.00 3,000.00 4,000.00 Building Repair/Maint.20,000.00 32,000.00 12,000.00 2,000.00 7,000.00 73,000.00 Equipment Rent/Lease 7,000.00 1,100.00 8,100.00 Equipment Repair/Maint.5,000.00 5,000.00 Postage and Freight 200.00 200.00 Program Supplies 4,000.00 4,000.00 35,000.00 43,000.00 Office Supplies 150.00 150.00 500.00 800.00 Staff Travel 500.00 500.00 11,000.00 12,000.00 Telephone/Pagers/Fax 6,000.00 20,000.00 10,000.00 36,000.00 Utilities 15,000.00 18,040.00 18,040.00 51,080.00 Insurance 8,000.00 200.00 8,200.00 Minor Equipment 2,800.00 2,800.00 Licenses/Software 41,836.00 3,000.00 15,000.00 59,836.00 TOTAL OTHER DIRECT COSTS $ 45,000.00 $ 458,526.00 $ 44,690.00 $ 20,000.00 $ 281,800.00 $- $850,016.00 INDIRECT COSTS* (Select 1 indirect rate Only) Approved Indirect Cost Rate 18,373.00 155,316.41 29,678.42 2,980.00 65,830.14 - 272,177.96 De minimus 10 % Rate - TOTAL INDIRECT COST BUDGET $ 18,373.00 $ 155,316.41 $ 29,678.42 $ 2,980.00 $ 65,830.14 $- $272,177.96 TOTAL PROJECT BUDGET $ 118,494.00 $ 21,339.00 $ 203,206.00 $ 1,197,708.41 $ 228,862.42 $ 22,980.00 $ 507,643.14 $ - $ 2,160,399.96 Please revise this form and annotate budget items as needed All applicants are required to submit a copy of their organization’s operating budget. *An approved indirect cost rate must be applied to the base identified in the agreement with the federal cognizant agency. Per 2 CFR 200.414, any non-federal entity that does not have a current negotiated rate may elect to charge a de minimis rate of 10% of Modified Total Direct Costs (defined in 2 CFR 200.68). CITY OF FRESNO OPERATING BUDGET SUMMARY (non-capital projects) Budgeted Position (Personnel) or Category (Operations) City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 31 of 35 Exhibit B: Budget Narrative Please provide a brief narrative describing the expenses included in each category of the budget summary. Residential Team Member: 1 FTE: $46,654: Provide direct services to residential clients/families who have been affected by trauma due to Domestic Violence, out of the residential safe house. Responsible for the shift specific tasks in the Emergency and/or Transitional living programs; as well as the enrollment and orientation process of clients admitted into the Safe House. Ongoing oversight of residential client/family activities during assigned shift and can provide some Case Management support to residential clients. The Residential Team Member has primary and direct client interaction daily; and will support any identification of immediate needs, issues or concerns. Case Manager: 1 FTE: $48,913: To provide comprehensive Crisis Response and Case Management services as it relates to clients seeking services through Fresno Shelter, in addition to other parts of Fresno County. This position will also provide case assessment, case plan development, client support and case monitoring, for clients seeking and obtaining MMC services due to Domestic Violence. The Case Manger provides residential & non-residential clients direct case services including advocacy, support, goal setting, assistance in identifying options, evaluation of needs and information and assists the clients in making necessary community linkages to support their self-sufficiency goals. The Case Manager maintains client interaction utilizing Trauma Informed Care practices which support and identify immediate needs, issues or concerns of clients. Maintenance Technician: 1 FTE: $44,266: The position if focused on preventive and project maintenance & repair of MMC facilities, vehicles, and equipment, while maintaining best practices for safety. This position will assist in maintaining the physical condition of MMC properties under the direction of the Director of Facilities to provide a safe, clean environment for clients and employees. Client Support: $4,000: Assistance for clients including diapers, personal care items and other program supplies. Building Repair/Maintenance: $20,000: Minor repairs and maintenance on the Fresno Shelter including security and alarm expense. Telephone: $6,000: Partial telephone charges including cell phone service for Case Manager, Residential Team Member, Maintenance Technician, telephone services, and data at Fresno Shelter. Utilities: $15,000: Monthly utility charges including electricity, gas, water, sewer, and trash services. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 32 of 35 Indirect Costs: $18,373: 10% allocated to administrative costs supports MMC’s PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 33 of 35 Exhibit C: ESG Match Follow-Up Questions and Match Exclusions Please identify ESG Matching Funds (eligible Match Funds only) by name of the funding source and dollar amount. Please also provide answers to the below questions. Source of ESG Match Funds (Eligible Match Only. Please be specific.) Dollar ($) Amount of Match California Office of Emergency Services DVAP $145,292.00 Marriage and License Fees $22,890.00 Private Donations $35,024.00 $ $ $ $ $ $ $ TOTAL $ 0.00 PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 34 of 35 Please review the Match statements below and indicate whether they are correct or not. In general, Federal, State, local, or private funds, other than ESG, may be used to satisfy the requirement that the subrecipient provide matching contributions to City of Fresno ESG funding, so long as the following conditions are met: 1. The matching funds to be contributed to the activity described in the NOFA Part B Application will be exclusively expended on the subrecipient’s described activity and is an allowable ESG costs. Yes No 2. The matching funds will not be expended before the commencement date of the applicable ESG subrecipient agreement. Yes No 3. The matching funds will be expended by the expenditure deadline that applies to the ESG funds being matched. Yes No 4. The matching funds have not been, and will not be, used to match any other Federal program’s funds nor any other ESG grant. Yes No 5. The subrecipient does not use ESG funds to meet another program's matching requirement. Yes No PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 35 of 35 6. The subrecipient will keep records of the source and use of the matching funds, including the fiscal year of the ESG grant for which the matching contribution is counted. Yes No Note: Because the matching funds are contributed to the ESG program and expended for the subrecipient’s allowable ESG costs, the following are not allowed to be used as match: SNAP benefits (food stamps), because the funds are being used to cover the program participant’s costs; Housing Choice Vouchers, because the funds are used to pay the PHA’s obligations under its Housing Assistance Payment contract with the owner; and The tenant’s portion of the rent because this amount is the tenant’s obligation. Please also note the following: The matching funds are provided based on the total grant amount and do not have to be provided on a component-by-component basis. HOME-TBRA funds cannot be used as match because the requirements for rental assistance are significantly different between the two programs. In particular, under the HOME-TBRA program (24 CFR parts 92.209 and 92.253), subrecipient(s) may not require a program participant to accept any services (subrecipient may offer services but cannot require them). In contrast, when providing ESG homelessness prevention or rapid re-housing assistance to a program participant, the recipient or subrecipient must require the program participant to meet with a case manager not less than once per month to assist the program participant in ensuring long-term housing stability and develop a plan to assist the program participant to retain permanent housing after the ESG assistance ends (24 CFR 576.401(e)). Because of these differences in the two programs, HOME-TBRA funds may not be used as Match for the ESG funds. SHP funds generally cannot be used as match, because very few activity costs are allowable under both SHP and ESG. However, in some cases, such as where SHP funds are used for HMIS or street outreach costs that are allowable under ESG, SHP funds can be counted as match in accordance with conditions 1-8 above. Please note, however, that HMIS costs are only eligible to be used as match under ESG if they are eligible under section 576.107 and allocable to the ESG program, whether charged as direct costs or indirect costs. If the SHP HMIS funds are being used to pay for SHP projects’ data entry, those data entry costs are not allocable to the ESG program, and the funds used cannot be counted as match. Reports of Independent Auditors and Financial Statements with Supplementary Information Marjaree Mason Center, Inc. September 30, 2022 with Summarized Comparative Information for the Year Ended September 30, 2021 Table of Contents REPORT OF INDEPENDENT AUDITORS ................................................................................................................ 1 FINANCIAL STATEMENTS Statements of Financial Position .......................................................................................................................... 5 Statement of Activities and Changes in Net Assets ............................................................................................. 6 Statement of Functional Expenses ...................................................................................................................... 7 Statements of Cash Flows ................................................................................................................................... 8 Notes to Financial Statements ............................................................................................................................. 9 SUPPLEMENTARY INFORMATION Schedule of Expenditures of Federal Awards .................................................................................................... 24 Notes to Schedule of Expenditures of Federal Awards ..................................................................................... 25 SINGLE AUDIT REPORTS REPORT OF INDEPENDENT AUDITORS ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS .................................................................................................................................. 27 REPORT OF INDEPENDENT AUDITORS ON COMPLIANCE FOR THE MAJOR FEDERAL PROGRAM AND REPORT ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE .............................................................................................................................. 29 Schedule of Findings and Questioned Costs ..................................................................................................... 32 OTHER INFORMATION Combining Schedule of Revenue, Support, and Expenses – Unaudited .......................................................... 35 1 Report of Independent Auditors The Board of Directors Marjaree Mason Center, Inc. Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Marjaree Mason Center, Inc. (the “Organization”), which comprise the statement of financial position as of September 30, 2022, and the related statements of activities and changes in net assets, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the respective financial position Marjaree Mason Center, Inc. as of September 30, 2022, and the changes in its net assets and its cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards (Government Auditing Standards), issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Organization and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Organization’s ability to continue as a going concern for one year after the date the financial statements are available to be issued. 2 Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we: •Exercise professional judgment and maintain professional skepticism throughout the audit. •Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. •Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Organization’s internal control. Accordingly, no such opinion is expressed. •Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. •Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Organization’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. 3 Supplementary Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. Summarized Comparative Information We have previously audited the Organization’s 2021 financial statements, and we expressed an unmodified audit opinion on those audited financial statements in our report dated January 28, 2022. In our opinion, the summarized comparative information presented herein as of and for the year ended September 30, 2021, is consistent, in all material respects, with the audited financial statements from which it has been derived. Other Information Management is responsible for the other information included in the report. The other information comprises the combining schedule of revenue, support and expenses but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information, and we do not express an opinion or any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated January 16, 2023 on our consideration of the Organization’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Organization’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Organization’s internal control over financial reporting and compliance. Fresno, California January 16, 2023 Financial Statements Marjaree Mason Center, Inc. 5 See accompanying notes to financial statements. Statements of Financial Position September 30, 2022 and 2021 2022 2021 CURRENT ASSETS Cash and cash equivalents 2,579,744$ 2,856,348$ Investments in marketable securities 2,882,821 1,660,013 Grants receivable 640,690 1,022,978 Other receivables 4,763 - Pledges receivable, current portion 159,952 123,467 Prepaid expenses 149,969 97,803 Deposits 125,025 28,798 Total current assets 6,542,964 5,789,407 PROPERTY AND EQUIPMENT, net 2,582,410 2,755,981 PLEDGES RECEIVABLE, net of current portion 25,000 50,000 BENEFICIAL INTEREST IN PERPETUAL TRUSTS, net 184,500 821,719 Total assets 9,334,874$ 9,417,107$ CURRENT LIABILITIES Accounts payable and accrued expenses 247,737$ 164,358$ Accrued salaries and benefits 316,091 254,397 Deferred revenue 220,600 160,350 Refundable advances - 327,888 Total liabilities 784,428 906,993 NET ASSETS Without donor restriction 6,430,976 6,192,673 With donor restriction 2,119,470 2,317,441 Total net assets 8,550,446 8,510,114 Total liabilities and net assets 9,334,874$ 9,417,107$ ASSETS LIABILITIES AND NET ASSETS Marjaree Mason Center, Inc. See accompanying notes to financial statements. 6 Statement of Activities and Changes in Net Assets Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) Without Donor With Donor Total Restriction Restriction 2022 2021 REVENUES, GAINS, AND OTHER SUPPORT Grants and contracts 5,413,940$ -$ 5,413,940$ 5,153,180$ Contributions 1,531,957 1,413,587 2,945,544 3,003,763 In-kind donations 101,521 - 101,521 123,274 Special events 521,886 - 521,886 303,701 Program fees 145,948 - 145,948 184,990 Other income 14,700 - 14,700 42,897 Legacies and bequests 100,000 - 100,000 109,777 Emergency Housing and Assistance grant - - - 1,210,000 Loss on disposal of assets - - - (7,118) Net realized and unrealized (loss) gain in fair value of perpetual trusts -(85,438) (85,438) 54,522 Interest and dividend income, net 53,739 - 53,739 25,457 Net realized and unrealized (loss) gain in fair value of investments (555,060) - (555,060) 183,742 Total revenues, gains, and other support 7,328,631 1,328,149 8,656,780 10,388,185 NET ASSETS RELEASED FROM RESTRICTIONS Restrictions satisfied by payment of related expenses 1,526,120 (1,526,120) - - Total revenues, gains, and other support after net assets released from restrictions 8,854,751 (197,971) 8,656,780 10,388,185 EXPENSES Program services 6,592,236 - 6,592,236 6,078,802 Supporting services 1,222,750 - 1,222,750 924,362 Fundraising 768,309 - 768,309 575,795 Total expenses 8,583,295 - 8,583,295 7,578,959 CHANGES IN NET ASSETS 271,456 (197,971) 73,485 2,809,226 NET ASSETS, beginning of year 6,192,673 2,317,441 8,510,114 5,723,152 GRANT FUNDED ASSETS Contributions 85,086 - 85,086 132,519 Depreciation (118,239) - (118,239) (131,321) Disposals - - - (23,462) Changes in grant funded assets (33,153) - (33,153) (22,264) NET ASSETS, end of year 6,430,976$ 2,119,470$ 8,550,446$ 8,510,114$ Marjaree Mason Center, Inc. See accompanying notes to financial statements. 7 Statement of Functional Expenses Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) Advocacy and Total Emergency Rehousing Legal Other Program Supporting Services Services Assistance Programs Services Services Fundraising 2022 2021 Accounting and legal 25,427$ 13,663$ 1,505$ 4,098$ 44,693$ 31,242$ 294$ 76,229$ 48,563$ Advertising 149 399 - 3,661 4,209 3,872 9,060 17,141 12,489 Bad debt expense - - - - - - 2,500 2,500 - Bank charges - - - - - 88 - 88 891 Computer services 24,484 4,537 1,808 2,219 33,048 3,908 1,507 38,463 42,423 Conferences, conventions, and meetings 17,328 4,162 1,540 15,778 38,808 6,834 71,764 117,406 142,081 Depreciation 142,481 26,457 - - 168,938 14,119 - 183,057 180,824 Donated services and supplies 72,449 31,749 - - 104,198 3,864 - 108,062 123,086 Dues and subscriptions 10,776 600 1,273 902 13,551 7,678 6,163 27,392 20,752 Employee benefits 406,383 75,350 33,526 34,938 550,197 244,918 43,214 838,329 636,311 Equipment rental, repairs, and maintenance 287,784 100,531 17,103 13,624 419,042 27,966 79,988 526,996 532,527 Food 120,940 462 65 - 121,467 207 - 121,674 152,892 Insurance 43,003 5,484 1,061 1,230 50,778 22,129 680 73,587 68,245 Interest - - - - - 316 - 316 30,000 Miscellaneous 484 50 - 10 544 3,505 87 4,136 1,390 Office expense 10,440 2,034 580 1,856 14,910 40,296 3,832 59,038 44,375 Printing 1,402 4,714 419 16,987 23,522 858 36,916 61,296 35,653 Professional fees 54,055 8,556 2,157 32,282 97,050 119,642 178,915 395,607 274,259 Program supplies 918,013 432,612 11 39,092 1,389,728 4,561 31,508 1,425,797 1,406,256 Rent 128,340 15,913 1,097 14,306 159,656 3 17,775 177,434 184,262 Salaries 2,202,662 386,418 227,840 187,556 3,004,476 657,471 279,905 3,941,852 3,357,482 Security 105,593 1,101 - - 106,694 - - 106,694 10,922 Taxes and licenses 93 6,759 - - 6,852 17,111 - 23,963 121 Utilities 207,392 24,185 4,337 3,961 239,875 12,162 4,201 256,238 273,155 4,779,678$ 1,145,736$ 294,322$ 372,500$ 6,592,236$ 1,222,750$ 768,309$ 8,583,295$ 7,578,959$ Total Program Services Marjaree Mason Center, Inc. 8 See accompanying notes to financial statements. Statements of Cash Flows Years Ended September 30, 2022 and 2021 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Changes in net assets 73,485$ 2,809,226$ Adjustment to reconcile changes in net assets to net cash from operating activities: Depreciation 183,057 180,824 Bad debt expense 2,500 - Loss on disposal of assets - 7,118 Contribution of beneficial interest in perpetual trust - (572,905) Net realized and unrealized loss (gain) on investments and perpetual trusts 640,498 (238,264) Dividend income, reinvested (12,850) (16,974) Changes in operating assets and liabilities: Grants receivable 379,788 (229,017) Pledges receivable (11,485) 50,339 Other receivables (4,763) - Prepaid expenses (52,166) (12,453) Deposits (96,227) 13,527 Accounts payable and accrued expenses 83,379 (239,759) Accrued salaries and benefits 61,694 (61,292) Deferred revenue 60,250 71,450 Refundable advances (327,888) (672,112) Net cash from operating activities 979,272 1,089,708 CASH FLOWS FROM INVESTING ACTIVITIES Payments for construction in progress - (20,071) Purchase of property and equipment (42,639) (4,402) Proceeds from disposal of assets - 14,500 Proceeds from distribution of beneficial interest in perpetual trust 551,781 - Purchases of investments (2,350,847) (238,300) Proceeds from sale of investments 585,829 227,094 Net cash from investing activities (1,255,876) (21,179) NET CHANGES IN CASH AND CASH EQUIVALENTS (276,604) 1,068,529 CASH AND CASH EQUIVALENTS, beginning of year 2,856,348 1,787,819 CASH AND CASH EQUIVALENTS, end of year 2,579,744$ 2,856,348$ SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES In-kind contributions 101,521$ 123,274$ Assets placed in service from construction in progress -$ 70,759$ Marjaree Mason Center, Inc. 9 Notes to Financial Statements NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of activities – Marjaree Mason Center, Inc. (the “Organization”), a California nonprofit corporation, operates shelters for victims of domestic violence and their children, and provides counseling, education, and other related services in Fresno County and surrounding areas. The Organization receives funding for its programs and operations from a variety of governmental and community sources, including, but not limited to, the City of Fresno, the County of Fresno, U.S. Department of Housing & Urban Development, and the California Office of Emergency Services. Method of accounting – The Organization uses the accrual basis method of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently implemented pronouncement – On October 1, 2021, the Organization adopted Accounting Standards Update (“ASU”) 2020-07, Not-for-Profit Entities (Topic 958): Presentation and Disclosures by Not-for-Profit Entities for Contributed Nonfinancial Assets. This standard is intended to improve U.S. GAAP by increasing the transparency of contributed nonfinancial assets for not-for-profit (“NFP”) entities through enhancements to presentation and disclosure. The amendments in this update address certain stakeholders’ concerns about the lack of transparency about the measurement of contributed nonfinancial assets recognized by NFP’s, as well as the amount of those contributions used in an NFP’s programs and other activities. The standard is effective for annual periods beginning after June 15, 2021, and as such, the Organization adopted the new standard effective October 1, 2021, under a retrospective basis. The adoption of this standard did not have a significant impact on the Organization’s financial position, activities and change in assets, or cash flows. No changes were recorded to previously reported transactions as a result of the adoption. Revenue recognition – Contributions, legacies and bequests, and unconditional grants are recognized as support and revenues when they are received or unconditionally pledged. These contributions are shown as restricted support and revenues if they are subject to time or donor restrictions. Net assets with donor restrictions are reclassified to net assets without donor restrictions and reported in the statement of activities and changes in net assets as net assets released from restrictions when a stipulated time restriction ends, purpose restriction is accomplished, or both; however, contributions and grants with donor restrictions are reported as support and revenues without donor restrictions if the restriction is met in the same year that the gift is received. Conditional contributions are not recorded as support and revenues until the conditions are met. Payments classified as exchange transactions (reciprocal transfers between two entities in which goods and services of equal value is exchanged) are not recorded as other support and revenue until allowable expenditures are incurred. Special events revenue is recognized at a point in time when the event takes place. Amounts collected in advance of the event are deferred until the event is conducted. Marjaree Mason Center, Inc. Notes to Financial Statements 10 Program fees revenue is recognized at a point in time when the service takes place and consists of amounts collected for education and training program services provided to program participants. Grant arrangements have been evaluated and determined to be nonreciprocal, meaning the granting entity has not received a direct benefit in exchange for the resources provided. Instead, revenue is recognized as a conditional contribution—when the barrier to entitlement is overcome. The barrier to entitlement is considered overcome when expenditures associated with the grant are determined to be allowable and all other significant conditions of the grant are met. The largest of these grants supports the Organization’s emergency services and rehousing services programs to operate their shelters for victims of domestic violence and their children, and to provide counseling and educational services. Conditional grant revenue recognition – In accordance with Accounting Standards Codification (“ASC”) 958- 605, Not-for-Profit Entities—Revenue Recognition (“ASC 958-605”), for conditional grants, the Organization accounts for these grants initially as refundable advances until the conditions of the grant are substantially met. Classification of net assets – Net assets and revenues, expenses, gains, and losses are classified based on the existence or absence of donor-imposed restrictions as follows: Without donor restriction – Net assets not subject to use or time restrictions. A portion of these net assets may be designated by the Board of Directors for specific purposes. At September 30, 2022 and 2021, there were no board-designated net assets. With donor restriction – Defined as that portion of net assets that consist of a restriction on the specific use or the occurrence of a certain future event. Net assets with donor restriction represent amounts collected by the Organization to be spent on specific purposes or activities. Restrictions on net assets are usually met within a year of receiving the amount restricted. Cash and cash equivalents – For purposes of reporting the statements of cash flows, the Organization considers cash accounts, money market accounts, and certificates of deposits with original maturities of three months or less to be cash equivalents. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At September 30, 2022 and 2021, the Organization had approximately $1,943,000 and $2,785,000 uninsured cash balances, respectively. The Organization has not experienced any losses on those deposits and believes it is not exposed to any significant credit risk. Investments in marketable securities – Investments in marketable securities consist primarily of publicly traded mutual funds and common stock and are recorded at fair value. These investments are covered by the Securities Investor Protection Corporation up to $500,000 (including $250,000 of cash). Investment income and unrealized gains and losses, net of investment expenses, are reported in the statement of activities and changes in net assets. Marjaree Mason Center, Inc. Notes to Financial Statements 11 Grants receivable – The Organization utilizes the allowance of accounting for and reporting uncollectible or doubtful accounts. Management determines the allowance for doubtful accounts based on an analysis of specific customers, taking into consideration the age of the past due accounts and an assessment of the customer’s ability to pay. At September 30, 2022 and 2021, management considered all grants receivable balances to be fully collectible and, therefore, no allowance for doubtful accounts has been recorded. Grants receivable are written off when deemed uncollectible. Recoveries of grants receivable previously written off are recorded as income when received. The Organization grants credit to its customers, substantially all of which are government agencies (federal, state, and local) and generally requires no collateral from its customers. Contributions and pledges receivable – Unconditional contributions, including pledges to give at estimated net realizable value, are recognized as revenue in the period received. The Organization reports conditional contributions as with donor restriction support if they are received with donor stipulations that limit the use of the donated assets. Pledges receivable at September 30, 2022 and 2021, amounted to $184,952 and $173,467, respectively. Property and equipment – According to the Organization’s policy, property and equipment acquisitions over $2,500 are capitalized. Purchased property and equipment is capitalized at cost, donated property and equipment is recorded at fair value. The Organization does not imply restrictions on the use of contributed property and equipment received without donor stipulations. Expenditures that increase the life of the related assets are capitalized. Repairs and maintenance, including planned major maintenance activities, are charged to operations when incurred. Leasehold improvements are depreciated over the lesser of the remaining lease agreement or the estimated useful life. Depreciation is computed using the straight-line method over the following estimated useful lives: Buildings and land improvements 5–40 years Furnishings, equipment, and vehicles 5–10 years Property and equipment purchased with federal funds is subject to various usage, maintenance, and disposition provisions of the Uniform Guidance, as well as any additional provisions established by the funding agency. Deferred revenue – Deferred revenue represents special event revenues received by the Organization in advance of the event’s occurrence and grant monies billed but not yet received or earned. In-kind contributions – Contributions of noncash assets are utilized by the Organization in providing services and are recorded at their fair values in the period received. Contributions of noncash assets received for fundraising events (such as catering, entertainment, etc.) are not recorded in the accompanying financial statements. In addition, contributions of noncash assets to be sold at fundraising events by the Organization are recorded at the time of sale. Contributions of donated services that create or enhance nonfinancial assets or require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation, are recorded at their fair values in the period received. Marjaree Mason Center, Inc. Notes to Financial Statements 12 A number of unpaid volunteers have made significant contributions of their time to the Organization. However, the value of these services is not reflected in the accompanying financial statements because U.S. GAAP do not allow for the recognition of nonspecialized services. The values of professional services provided by trained volunteers are recorded in the accompanying financial statements (see Note 12). Advertising costs – Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred. The costs of direct-response advertising are capitalized and amortized over the period during which future benefits are expected to be received. For the years ended September 30, 2022 and 2021, advertising costs expensed amounted to $17,141 and $12,489, respectively; no costs were capitalized. Allocation of expenses – The costs of providing various programs and activities have been summarized on a functional basis in the statements of activities and changes in net assets and functional expenses. During the year, such costs are accumulated into separate groupings as either “direct” or “indirect.” Indirect or shared costs are allocated among program and support services by a method that best measures the relative degree of benefit, such as square footage, hours worked, and employee headcount. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Fundraising expenses – Costs of acquiring or applying for a contract or grant are categorized as indirect expenses and not separately stated as fundraising expenses. Fundraising expenses are expensed as incurred. Revenue from fundraising events is recognized in the period in which the event takes place. Income taxes – The Organization is a tax-exempt corporation under Section 501(c)(3) of the Internal Revenue Code and section 23701(d) of the State of California Corporate Code. The Organization is subject to taxation on any unrelated business income. Uncertain tax positions – The Organization recognizes the effect of income tax provisions only if those positions are more likely than not of being sustained. The Organization does not believe its financial statements include any uncertain tax positions. Summarized comparative information – The accompanying financial statements include certain prior-year comparative information in summarized form without net asset class detail or functional expense allocation detail. Such information does not include sufficient detail to constitute a presentation in conformity with U.S. GAAP. Accordingly, such information should be read in conjunction with the Organization’s financial statements for the prior year ended September 30, 2021, from which the summarized information was derived. Marjaree Mason Center, Inc. Notes to Financial Statements 13 NOTE 2 – INVESTMENTS IN MARKETABLE SECURITIES Investments in marketable securities consisted of the following at September 30: 2022 2021 Mutual funds: Columbia Ultra Short Term Bond CLA 248,700$ -$ Pioneer Multi Asset Ultrashort Income CLA 247,538 - Fidelity Advisor Short Term Bond CLA 237,168 - CVCF Social Impact Pooled Investment 208,165 69,828 JP Morgan Equity Income CLI 165,952 120,697 Columbia Disciplined Cor Instl Cl 124,546 131,218 PGIM Floating Rate Income CL Z 120,284 - MFS Total Return Bond CLI 117,483 96,157 Columbia Strategic Income CLZ 114,580 93,464 AB High Income Advisor CL 107,985 91,806 Fidelity Advisor Strategic Income CLI 104,686 84,265 Mainstay CBRE Global Infra CLI 98,696 47,597 Brandywineglobal Global Opptys Bond CL I 91,280 95,466 Janus Henderson High Yield CLI 85,366 72,590 BNY Mellon Global Real Return CLI 75,784 - Blackstone Alt Multi Strategy CLI 75,766 - Columbia Select Global Equity 74,734 70,657 Western Asset Core Plus Bond CLI 73,814 64,899 BNY Mellon International Bond CLI 58,639 - Federated Hermes Strategic Value 52,439 - Janus Henderson Global Real Estate CLI 52,335 47,704 Columbia Seligman Global Technology CLZ 42,715 37,942 Invesco Balanced Risk Alloc CLY 40,230 36,386 Delaware Small Cap Core CLI 40,210 - Transamerica Intl Equity CLI 39,858 37,184 AB Sustainable Global Thematic Advisor CL 36,055 33,932 Janus Henderson Global Life Sciences CLI 27,385 21,839 Columbia Strategic Income CLZ 10,951 6,377 MFS Conservative ALLOC CLI - 99,622 Fidelity Advisor New Market Income CLI - 58,719 Matthews Asia Dividend Investor CL - 57,499 Dreyfus Intl bond CLI - 53,231 JPMorgan Core Bond CL I - 45,063 Total mutual funds 2,773,344 1,574,142 Exchange-traded funds: SPDR S&P 500 ETF 102,133 82,943 Money market fund: Ameriprise Insured Money Market 7,344 2,928 Total investments in marketable securities 2,882,821$ 1,660,013$ Marjaree Mason Center, Inc. Notes to Financial Statements 14 During the years ended September 30, 2022 and 2021, dividend income reinvested into mutual funds was approximately $13,000 and $17,000, respectively. During the years ended September 30, 2022 and 2021, net realized and unrealized (loss) and gain was $(555,060) and $183,742, respectively. During the years ended September 30, 2022 and 2021, proceeds from the sales of investments were $585,829 and $227,094, respectively. NOTE 3 – FAIR VALUE MEASUREMENTS The Organization’s investments are reported at fair value in the accompanying statements of financial position. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Organization believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The fair value measurement accounting literature establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. The Organization uses appropriate valuation techniques based on the available inputs to measure the fair value of its investments. When available, the Organization measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. The Organization had no assets or liabilities measured using Level 2 or Level 3 inputs. The three levels of the fair value of hierarchy are described below: Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Organization has the ability to access. Level 2 – Inputs to the valuation methodology include: •Quoted market prices for similar assets or liabilities in active markets; •Quoted prices for identical or similar assets or liabilities in inactive markets; •Inputs other than quoted prices that are observable for the asset or liability; and •Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 1 fair value measurements – The fair value of mutual funds and exchange traded finds are based on quoted prices in active markets for identical assets. Marjaree Mason Center, Inc. Notes to Financial Statements 15 Investments held at net asset value – Beneficial interests in perpetual trusts are valued at the pro-rata ownership percentage of the net asset value (“NAV”) of the private investment. The NAV is based on the underlying assets in the trust, which consist of common stocks and mutual funds. The use of NAV as fair value is deemed appropriate as the private investments do not have finite lives, unfunded commitments relating to these types of investments, or significant restrictions on redemptions. Accounting standards allow for the use of a practical expedient for the estimations of the fair value of investment companies or private investments for which the investment does not have a readily determinable fair value. The practical expedient used by the Organization to value these investments is the NAV. In some instances, the NAV may not equal the fair value that would be calculated under fair value accounting standards. The following table sets forth by level, within the fair value hierarchy, the Organization’s assets measured at fair value on a recurring basis as of September 30, 2022: Investments Held Level 1 Level 2 Level 3 at NAV Total Mutual funds: Blended Bond 1,379,081$ -$ -$ -$ 1,379,081$ Domestic Stock 538,873 - - - 538,873 International Bond 225,684 - - - 225,684 Blended Asset 116,013 - - - 116,013 Blended Stock 388,162 - - - 388,162 Domestic Bond 125,531 - - - 125,531 Total mutual funds 2,773,344 - - - 2,773,344 Exchange-traded funds 102,133 - - - 102,133 Money market funds 7,344 - - - 7,344 Beneficial interest in perpetual trusts - - - 184,500 184,500 Total assets at fair value $ 2,882,821 -$ -$ 184,500$ $ 3,067,321 Fair Value Measurements The following table sets forth by level, within the fair value hierarchy, the Organization’s assets measured at fair value on a recurring basis as of September 30, 2021: Investments Held Level 1 Level 2 Level 3 at NAV Total Mutual funds: Blended Bond 488,712$ -$ -$ -$ 488,712$ Domestic Stock 328,120 - - - 328,120 International Bond 207,416 - - - 207,416 Blended Asset 136,008 - - - 136,008 Blended Stock 262,923 - - - 262,923 Domestic Bond 93,464 - - - 93,464 International Stock 57,499 - - - 57,499 Total mutual funds 1,574,142 - - - 1,574,142 Exchange-traded funds 82,943 - - - 82,943 Money market funds 2,928 - - - 2,928 Beneficial interest in perpetual trusts - - - 821,719 821,719 Total assets at fair value $ 1,660,013 -$ -$ 821,719$ $ 2,481,732 Fair Value Measurements The Organization’s policy is to recognize transfers into and out of Levels 2 and 3 inputs as of the date of the event or change in circumstances that caused the transfer. For the years ended September 30, 2022 and 2021, there were no significant transfers into or out of Level 2 or Level 3 inputs. Marjaree Mason Center, Inc. Notes to Financial Statements 16 NOTE 4 – GRANTS RECEIVABLE Grants receivable consisted of the following at September 30: 2022 2021 California Office of Emergency Services 259,984$ 203,714$ County of Fresno 137,336 122,587 U.S. Department of Housing and Urban Development 129,623 513,142 FEMA 44,916 68,798 City of Fresno 38,237 64,209 Westcare 18,019 30,722 Fresno Unified 8,345 - Madera County 4,230 3,231 Saint Agnes Hospital - 16,575 640,690$ 1,022,978$ NOTE 5 – PLEDGES RECEIVABLE Pledges receivable consisted of the following at September 30: 2022 2021 Pledges receivable in less than one year 159,952$ 123,467$ Pledges receivable in one to five years 25,000 50,000 184,952$ 173,467$ NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at September 30: 2022 2021 Building and land improvements 4,990,873$ 4,928,826$ Leasehold improvements 94,546 94,546 Equipment 93,946 65,258 Buildings 660,387 660,387 Furniture and fixtures 47,748 47,748 Vehicles 247,470 210,480 Land 29,064 29,064 6,164,034 6,036,309 Less: accumulated depreciation (3,581,624) (3,280,328) 2,582,410$ 2,755,981$ The Organization incurred depreciation expense of $301,296 and $312,145 for the years ended September 30, 2022 and 2021, respectively. Marjaree Mason Center, Inc. Notes to Financial Statements 17 NOTE 7 – BENEFICIAL INTEREST IN PERPETUAL TRUSTS Beneficial interest in perpetual trusts consisted of the Organization’s percentage interest in three separate perpetual trusts accounted for as split-interest agreements. The Organization values its interest in these trusts based on the fair value of each trust’s underlying assets. Balances consisted of the following at September 30: 2022 2021 Burks’ Trust (5% interest)175,598$ 207,186$ Nine Trust (5% interest)8,902 11,484 Rea's Trust (10% interest)70,276 603,049 254,776 821,719 Less: allowance for beneficial interest in perpetual trusts (70,276) - 184,500$ 821,719$ During the years ended September 30, 2022 and 2021, the Organization’s portion of unrealized (loss) and gain were $(15,162) and $54,522, respectively. During the year ended September 30, 2022, the Organization received a distribution from the Rea’s Trust in the amount of $551,781. No distributions were received during the year ended September 30, 2021. At September 30, 2022, beneficial interest in perpetual trusts was shown net of an allowance of $70,276. No allowance was recorded at September 31, 2021. NOTE 8 – REFUNDABLE ADVANCES The Organization was awarded a grant from the Anthem Blue Cross Foundation, LLC in the amount of $200,000 to help fund routine prenatal care, maternal health education, and wellness checks during pregnancy for victims of domestic violence as part of the Maternal Health Program. In accordance with ASC 958-605 for conditional grants, the Organization is accounting for this grant as a refundable advance until the conditions of the grant are substantially met. At September 30, 2022, $- of the refundable advance was remaining, the Organization met the remaining requirements of the conditional grant. The Organization was awarded a grant from the City of Fresno in the amount of $500,000 for emergency shelter needs for domestic survivors related to the novel coronavirus (“COVID-19”) pandemic. In accordance with ASC 958-605 for conditional grants, the Organization is accounting for this grant as a refundable advance until the conditions of the grant are substantially met. At September 30, 2021, $327,888 of the refundable advance was remaining. The Organization met the remaining requirements of the conditional grant during the year ended September 30, 2022. Marjaree Mason Center, Inc. Notes to Financial Statements 18 The Organization was awarded a grant from the State of California Emergency Housing and Assistance Program (“EHAP”) for renovation of an emergency shelter in Fresno in the amount of $1,000,000. In accordance with ASC 958-605 for conditional grants, the Organization accounted for this grant as a refundable advance until the conditions of the grant were substantially met. Repayment is deferred as long as the property was used as an emergency shelter or transitional housing for 7 years. If the condition is not met, the Organization must pay the amount back with a 3% rate of interest, per annum. Accrued interest totaled $210,000 at September 30, 2021. As the Organization substantially met the conditions, the amount is reported as grant revenue in the amount of $1,210,000 as of September 30, 2021. NOTE 9 – OBLIGATIONS UNDER OPERATING LEASES The Organization leases office equipment and property, which require certain minimum annual rental payments. The leases vary in terms and expire between December 2022 and March 2066. For the year ended September 30, 2022, total office equipment and property lease expenses were $110,143 and $153,576, respectively. For the year ended September 30, 2021, total office equipment and property lease expenses were $50,571 and $148,922, respectively. The future annual minimum lease payments under long-term contractual obligations at September 30, 2022, are as follows: Years Ending September 30, 2023 62,407$ 2024 32,632 2025 32,632 2026 16,169 2027 100 Thereafter 3,900 147,840$ Marjaree Mason Center, Inc. Notes to Financial Statements 19 NOTE 10 – NET ASSETS WITH DONOR RESTRICTION Amounts received from various donors for specific purposes are net assets with donor restriction that have been spent for their specified purposes. Net assets with donor restriction consisted of the following at September 30: 2022 2021 Bullard site 1,178,296$ -$ Shelter, food, and supplies for clients and children 493,801 598,186 Beneficial trusts 184,500 821,719 Clovis shelter 137,457 155,262 Programs and counseling 114,151 652,689 Auto and facilities maintenance 6,905 18,180 Education and outreach 4,360 70,528 Reedley facility - 877 2,119,470$ 2,317,441$ Net assets released from restriction during the years ended September 30, 2022 and 2021, totaled $1,526,120 and $803,638, respectively. NOTE 11 – RETIREMENT PLAN The Organization established a 401(k) Retirement Plan covering all active, full-time employees aged 21 or older. Matching contributions of $46,939 and $12,210 were made during the years ended September 30, 2022 and 2021, respectively. NOTE 12 – IN-KIND DONATIONS In-kind donations consisted of the following for the years ended September 30: 2022 2021 Trained volunteers 57,951$ 75,112$ Fresno, Clovis, and Reedley shelters 12,120 17,162 Meathead Movers 31,000 31,000 Donated meals 450 - 101,521$ 123,274$ The Organization’s policy related to in-kind donations is to utilize the assets given to carry out the mission of the Organization. If an asset is provided that does not allow the Organization to utilize it in its normal course of business, the asset will be sold at its fair market value as determined by appraisal or specialist depending on the type of asset. Marjaree Mason Center, Inc. Notes to Financial Statements 20 The Organization was provided professional clinical services at no cost to service the individuals in their shelters and other programs. Based on current market rates for these services, the Organization would have paid $70,071 and $92,274 for the years ended September 30, 2022 and 2021, respectively. The Organization was provided discretionary moving services from Meathead Movers to support victims of domestic violence in Fresno County. Based on current market rates for these services, the Organization would have paid $31,000 for each of the years ended September 30, 2022 and 2021. All in-kind donations received by the Organization for the years ended September 30, 2022 and 2021, were considered without donor restrictions and able to be used by the Organization as determined by the board of directors and management. NOTE 13 – CONTINGENCIES AND CONCENTRATIONS Federal, state, and local grants – Amounts received from grant agencies are subject to audit and adjustment by grantor agencies, principally the state and federal government. Any disallowed claims, including amounts already collected, may constitute a liability of the Organization. There are no pending audits or proposed adjustments currently. Economic dependency – The Organization receives a majority of its funding through various programs and contracts with federal, state, local, and private agencies. Grants and contracts for the years ended September 30, 2022 and 2021, comprise approximately 76% and 62%, respectively, of total revenue without donor restriction. The following is a summary of total grants and contracts received by granting and contracting agency for the year ended September 30, 2022: Granting and Contracting Agency Amount Percentage Department of Housing and Urban Development 1,625,075$ 30.02% California Office of Emergency Services 1,449,206 26.77% City of Fresno 959,955 17.73% County of Fresno 821,887 15.18% Other contracts 296,731 5.48% Federal Emergency Management Agency 94,916 1.75% Fresno Unified School District 85,345 1.58% Madera District 28,908 0.53% Westcare 27,062 0.50% Saint Agnes Hospital 24,855 0.46% 5,413,940$ 100.00 Marjaree Mason Center, Inc. Notes to Financial Statements 21 The following is a summary of total grants and contracts received by granting and contracting agency for the year ended September 30, 2021: Granting and Contracting Agency Amount Percentage Department of Housing and Urban Development 1,423,373$ 27.62% California Office of Emergency Services 1,343,913 26.08% City of Fresno 970,792 18.84% County of Fresno 951,690 18.47% Other contracts 178,747 3.47% Fresno Unified School District 77,000 1.49% California Partnership to End Domestic Violence 71,250 1.38% Federal Emergency Management Agency 68,798 1.34% Saint Agnes Hospital 33,145 0.64% County of Madera 18,823 0.37% Westcare 15,649 0.30% 5,153,180$ 100.00 NOTE 14 – LIQUIDITY AND FUNDS AVAILABLE Financial assets available to meet cash needs for general expenditures within one year as of September 30, 2022, are as follows: Financial assets: Cash and cash equivalents 2,579,744$ Investments in marketable securities 2,882,821 Grants receivable 640,690 Other receivables 4,763 Pledges receivable 184,952 Financial assets at September 30, 2022 6,292,970 Less those unavailable for general expenditure within one year, due to: Noncurrent portion of pledges receivable (25,000) Financial assets available to meet cash needs for general expenditures within one year 6,267,970$ The Organization’s spending policy is to structure its financial assets to be available for operations, capital assets, and opportunities to enhance the Organization’s mission. The Organization has certain donor-restricted net assets that are available for general expenditures within one year of September 30, 2022, because the restrictions on the net assets are expected to be met by conducting the normal activities of the programs in the coming year. Marjaree Mason Center, Inc. Notes to Financial Statements 22 NOTE 15 – SUBSEQUENT EVENTS Subsequent events are events or transactions that occur after the statement of financial position date, but before financial statements are available to be issued. The Organization recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the statement of financial position, including the estimates inherent in the process of preparing the financial statements. The Organization’s financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the statement of financial position, but arose after the statement of financial position date and before financial statements are available to be issued. The Organization has evaluated subsequent events through January 16, 2023, which is the date the financial statements were available to be issued, and determined the following event required disclosure: On December 3, 2021, the Organization signed a purchase and sale agreement with an unrelated party to purchase a building to replace the Organization’s current administration building and Fresno shelter. The total purchase price of the building is $7,000,000. On December 6, 2021, escrow was opened, and due diligence was started. The purchase was delayed due to a City of Fresno zoning contract with limitations of the building purpose. The zoning contract was lifted during the summer 2022, which initiated the due diligence process again. On December 13, 2022, the Organization closed on the purchase. The Organization obtained a promissory note payable to an unrelated party in the amount of $2,000,000, including interest at a rate of 4.10% per annum, with principal and accrued interest payable at maturity on December 13, 2023. The remaining balance on the purchase was made with $2,700,000 of cash and $2,300,000 of an in-kind donation. Supplementary Information Marjaree Mason Center, Inc. 24 See notes to schedule of expenditures of federal awards. Schedule of Expenditures of Federal Awards Year Ended September 30, 2022 Federal Grantor/Pass-through Grantor/Program Title Federal Assistance Listing Number Pass-through Entity Identifying Number Federal Expenditures Community Development Block Grants - Entitlement Grants Cluster U.S. Department of Housing and Urban Development Passed through the County of Fresno Community Development Block Grant 14.218 A-21-313 37,484$ Passed through the City of Fresno Community Development Block Grant 14.218 N/A 50,616 Total Community Development Block Grants - Entitlement Grants Cluster 88,100 Continuum of Care Program U.S. Department of Housing and Urban Development Direct award HUD Clovis - Supportive Housing 14.267 CA0974L9T142007 154,272 HUD Clovis - Supportive Housing 14.267 CA0974L9T142108 75,555 HUD Welcome Home 14.267 CA1480L9T141904 7,251 HUD Welcome Home 14.267 CA1185L9T142108 66,529 HUD Welcome Home 2 14.267 CA1410L9T142005 129,184 HUD Welcome Home 2 14.267 CA1410L9T142106 21,205 HUD Welcome Home 3 14.267 CA1480L9T142005 138,027 HUD Welcome Home 3 14.267 CA1480L9T142106 38,293 HUD Coordinated Entry 14.267 CA1762D9T142002 350,270 HUD Coordinated Entry 14.267 CA1762D9T1142103 37,742 HUD Coordinated Entry 2 14.267 CA1854L9141900 65,446 HUD Coordinated Entry 2 14.267 CA1854L9T142102 395,214 HUD Safe and Sound 14.267 CA1764D9T142002 146,087 Total Continuum of Care Program 1,625,075 Emergency Solutions Grant U.S. Department of Housing and Urban Development Passed through the City of Fresno Emergency Solutions Grant 14.231 N/A 95,473 Total U.S. Department of Housing and Urban Development 1,808,648 Crime Victim Assistance U.S. Department of Justice Passed through the California Office of Emergency Services Domestic Violence Assistance Program 16.575 DV20341257 65,000 Domestic Violence Assistance Program 16.575 DV20341257 118,513 Unserved/Underserved Victim Advocacy 16.575 UV20031257 8,597 Unserved/Underserved Victim Advocacy 16.575 UV21041257 41,802 Unserved/Underserved Victim Advocacy 16.575 UV21041257 78,040 Housing First 16.575 XD20031257 54,392 Housing First 16.575 XD2031257 238,387 Transitional Housing - FSP 16.575 XH20031257 46,900 Transitional Housing - FSP 16.575 XH21041257 147,876 Total Crime Victim Assistance 799,507 Violence Against Women Formula Grants U.S. Department of Justice Passed through the California Office of Emergency Services Teen Dating Violence 16.588 TV20051257 18,656 Total U.S. Department of Justice 818,163 Emergency Food and Shelter National Board U.S. Department of Homeland Security Direct Award Emergency Food and Shelter National Board Program 97.024 21 94,916 Total U.S. Department of Homeland Security 94,916 Family Violence Prevention & Services U.S. Department of Health and Human Services Passed through the California Office of Emergency Services Domestic Violence Assistance Program 93.671 DV20341257 119,701 Total U.S. Department of Health and Human Services 119,701 Coronavirus Relief Fund U.S. Department of Treasury Passed through the City of Fresno COVID-19 - City Cares 21.019 N/A 300,000 COVID-19 - City Cares 21.019 N/A 327,889 Total Coronavirus Relief Fund and U.S. Department of Treasury 627,889 Total Expenditures of Federal Awards 3,469,317$ Marjaree Mason Center, Inc. 25 Notes to Schedule of Expenditures of Federal Awards Year Ended September 30, 2022 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation – The accompanying schedule of expenditures of federal awards (the “Schedule”) includes the federal grant activity of Marjaree Mason Center, Inc. (the “Organization”), under programs of the federal government for the year ended September 30, 2022. The information in the Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Uniform Guidance”). Because the Schedule presents only a selected portion of the operations of the Organization, it is not intended to and does not present the financial position, changes in net assets, or cash flows of the Organization. Relationship to financial reports – Information included in the accompanying Schedule is in substantial agreement with the information reported in the related financial reports for major programs. Program costs – Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. Negative amounts shown on the Schedule represent adjustments or credits made in the normal course of business to amounts reported as expenditures in prior years. Subrecipients – The Organization does not pass through funds to subrecipients. NOTE 2 – INDIRECT COSTS The Organization has elected to use the 10-percent de minimis indirect cost rate allowed under the Uniform Guidance as described in 2 CFR 200.414. Single Audit Reports 27 Report of Independent Auditors on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards The Board of Directors Marjaree Mason Center, Inc. We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Marjaree Mason Center, Inc., which comprise the statement of financial position for the year ended September 30, 2022, the related statements of activities and changes in net assets, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements, and have issued our report thereon dated January 16, 2023. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered Marjaree Mason Center, Inc.’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control. Accordingly, we do not express an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of Marjaree Mason Center, Inc.’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified. 28 Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether Marjaree Mason Center, Inc.’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Marjaree Mason Center, Inc.’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Fresno, California January 16, 2023 29 Report of Independent Auditors on Compliance for the Major Federal Program and Report on Internal Control over Compliance Required by the Uniform Guidance The Board of Directors Marjaree Mason Center, Inc. Report on Compliance for the Major Federal Program Opinion on the Major Federal Program We have audited Marjaree Mason Center, Inc.’s compliance with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on Marjaree Mason Center Inc.’s major federal program for the year ended September 30, 2022. Marjaree Mason Center, Inc.’s major federal program is identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs. In our opinion, Marjaree Mason Center, Inc. complied, in all material respects, with the compliance requirements referred to above that could have a direct and material effect on its major federal program for the year ended September 30, 2022. Basis for Opinion on the Major Federal Program We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (Government Auditing Standards); and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report. We are required to be independent of Marjaree Mason Center, Inc. and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for the major federal program. Our audit does not provide a legal determination of Marjaree Mason Center, Inc.’s compliance with the compliance requirements referred to above. Responsibilities of Management for Compliance Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to Marjaree Mason Center, Inc.’s federal programs. 30 Auditor’s Responsibilities for the Audit of Compliance Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on Marjaree Mason Center, Inc.’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material, if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about Marjaree Mason Center, Inc.’s compliance with the requirements of the major federal program as a whole. In performing an audit in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance, we: •Exercise professional judgment and maintain professional skepticism throughout the audit. •Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding Marjaree Mason Center, Inc.’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. •Obtain an understanding of Marjaree Mason Center, Inc.’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control over compliance. Accordingly, no such opinion is expressed. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit. Other Matters The results of our auditing procedures disclosed one instance of noncompliance which is required to be reported in accordance with the Uniform Guidance and which is described in the accompanying schedule of findings and questioned costs as item 2022-001. Our opinion on the major federal program is not modified with respect to this matters. Government Auditing Standards requires the auditor to perform limited procedures on Marjaree Mason Center, Inc.’s response to the noncompliance finding identified in our compliance audit described in the accompanying schedule of findings and questioned costs. Marjaree Mason Center, Inc.’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. 31 Report on Internal Control over Compliance Our consideration of internal control over compliance was for the limited purpose described in the Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance and therefore, material weaknesses or significant deficiencies may exist that were not identified. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, as discussed below, we did identify a deficiency in internal control over compliance that we consider to be a significant deficiency. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. We consider the deficiency in internal control over compliance described in the accompanying schedule of findings and questioned costs as item 2022-001, to be a significant deficiency. Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed. Government Auditing Standards requires the auditor to perform limited procedures on Marjaree Mason Center, Inc.’s response to the internal control over compliance finding identified in our compliance audit described in the accompanying schedule of findings and questioned costs. Marjaree Mason Center, Inc.’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Fresno, California January 16, 2023 Marjaree Mason Center, Inc. 32 Schedule of Findings and Questioned Costs Year Ended September 30, 2022 FINANCIAL STATEMENTS Type of auditor's report issued on whether the financial statements audited were prepared in accordance with GAAP: Internal control over financial reporting: Material weakness(es) identified?Yes X No Significant deficiency(ies) identified?Yes X None reported Noncompliance material to financial statements noted?Yes X No FEDERAL AWARDS Internal control over major federal programs: Material weakness(es) identified?Yes X No Significant deficiency(ies) identified?X Yes None reported Any audit findings disclosed that are required to be reported in accordance with section 2 CFR 200.516(a)?X Yes No Identification of Major Federal Program and Type of Auditor's Report Issued on Compliance for the Major Federal Program Name of Federal Program/Cluster Continuum of Care Program Unmodified Dollar threshold used to distinguish between Type A and Type B programs: Auditee qualified as low-risk auditee?X Yes No None reported. Section I – Summary of Auditor's Results Section II –– Financial Statement Findings $750,000 Unmodified Type of Auditor's Report Issued on Compliance for the Major Federal Program 14.267 Federal Assistance Listing Number Marjaree Mason Center, Inc. Schedule of Findings and Questioned Costs (Continued) Year Ended September 30, 2022 33 Section III – Federal Award Findings and Questioned Costs Finding 2022-001: Department of Housing and Urban Development - Continuum of Care Program - Assistance Listing No. 14.267; Grant period: Year Ended December 31, 2022. Criteria –In accordance with 2 CFR 200.320(a)(2)(i), participants are required to perform an appropriate form of competition in their procurement process if purchases are within the small purchase threshold. Condition – Management did not perform an appropriate form of competition for a purchase made within the small purchase threshold. Questioned costs – There are known questioned costs of $36,990 representing the reimbursements claimed for the vendor during the audit period. No likely questioned costs are noted. Context – Inspection of procurement documentation showed one out of two vendors subjected to sampling required an adequate number of price or rate quotations from qualified sources to be obtained and assessment to be performed in accordance with the small purchase threshold of 2 CFR 200.320(a)(2)(i). Price or rate quotations were obtained,but not formally documented and a formal assessment was not performed.Of the $1,625,075 of total Continuum of Care reimbursements claimed during the year, $96,702 of reimbursements are subject to this procurement requirement, including the known questioned costs of $36,990. Effect –By not obtaining price or rate quotations from qualified sources, this could result in the utilization of an unqualified vendor, an overspending of grant funding, and questioned costs. Cause – Management obtained rate quotations from an adequate number of vendors,but did not retain sufficient documentation and did not perform a formal assessment to proceed with the purchase. Repeat finding – N/A Recommendation –We recommend management implement a control to ensure sufficient documentation is retained during the procurement of all vendors being reimbursed by federal awards and ensure compliance with the Uniform Guidance and other applicable procurement standards. Management's response – Management will ensure to retain sufficient documentation when obtaining quotes from similar vendors and performing a documented analysis of services and corresponding costs for the fiscal year 2022–23 and every year going forward. Other Information Marjaree Mason Center, Inc. 35 Combining Schedule of Revenue, Support, and Expenses – Unaudited Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) California Contributions, Housing and Office of County Program County of Urban Emergency Marriage Family City of Fees, and Total Fresno Development Services License Fees Stabilization Fresno Other 2022 2021 REVENUES, GAINS, AND OTHER SUPPORT Grants and contracts 69,431$ 1,625,075$ 1,449,206$ 175,885$ 690,245$ 928,007$ 476,091$ 5,413,940$ 5,153,180$ Contributions - - - - - - 2,945,544 2,945,544 3,003,763 In-kind donations - - - - - - 101,521 101,521 123,274 Special events - - - - - - 521,886 521,886 303,701 Program fees - - - - - - 145,948 145,948 184,990 Other income - - - - - - 14,700 14,700 42,897 Legacies and bequests - - - - - - 100,000 100,000 109,777 Emergency Housing and Assistance grant - - - - - - - - 1,210,000 Loss on disposal of assets - - - - - - - - (7,118) Net realized and unrealized loss (gain) in fair value of perpetual trusts - - - - - - (85,438) (85,438) 54,522 Interest and dividend income - - - - - - 53,739 53,739 25,457 Net realized and unrealized (loss) gain in fair value of investments - - - - - - (555,060) (555,060) 183,742 Total revenues, gains, and other support 69,431 1,625,075 1,449,206 175,885 690,245 928,007 3,718,931 8,656,780 10,388,185 EXPENSES Accounting and legal - 4,093 4,940 12,548 - - 54,648 76,229 48,563 Advertising - - 149 - - - 16,992 17,141 12,489 Bad debt expense - - - - - - 2,500 2,500 - Bank charges - - - - - - 88 88 891 Computer services - 4,430 1,893 11,364 745 - 20,031 38,463 42,423 Conferences, conventions, and meetings 1,323 9,430 1,985 17 1,513 - 103,138 117,406 142,081 Depreciation - - - - - - 183,057 183,057 180,824 Donated services and supplies - - - - - - 108,062 108,062 123,086 Dues and subscriptions - 656 1,294 - - - 25,442 27,392 20,752 Employee benefits 3,690 175,215 123,552 1,000 91,188 47,155 396,529 838,329 636,311 Equipment rental, repairs, and maintenance 2,217 135,567 64,342 37,597 20,462 23,860 242,951 526,996 532,527 Food 3,925 367 741 1,550 94 37,593 77,404 121,674 152,892 Insurance - 5,722 9,678 42,112 - - 16,075 73,587 68,245 Interest - - - - - - 316 316 30,000 Miscellaneous - - - - - - 4,136 4,136 1,390 Office expense 27 314 2,028 3,106 1,888 26 51,649 59,038 44,375 Printing - 6,222 419 247 130 - 54,278 61,296 35,653 Professional fees - 10,862 20,147 4,627 250 - 359,721 395,607 274,259 Program supplies 27,335 248,945 393,769 516 583 474,106 280,543 1,425,797 1,406,256 Rent 7,200 25,610 24,332 3,009 66,418 - 50,865 177,434 184,262 Salaries 23,552 956,950 690,727 - 479,869 269,884 1,520,870 3,941,852 3,357,482 Security - 1,101 12,929 87 564 51,413 40,600 106,694 10,922 Taxes and licenses - 6,759 - 93 - - 17,111 23,963 121 Utilities 162 32,832 96,281 2,346 26,541 23,970 74,106 256,238 273,155 Total expenses 69,431 1,625,075 1,449,206 120,219 690,245 928,007 3,701,112 8,583,295 7,578,959 CHANGES IN NET ASSETS -$ -$ -$ 55,666$ -$ -$ 17,819$ 73,485$ 2,809,226$ M'arjaree Mason ,centeranuary 16, 2023 1600 M Street To Whom It May Concern, As required by the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States and Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), we have provided below our response and corrective action plan addressing the finding in the Report of Independent Auditors on Compliance for the Major Federal Program and Report on Internal Control Over Compliance Required by the Uniform Guidance for the year ended September 30, 2022. Response and Corrective Action Plan Finding 2022-001: Department of Housing and Urban Development -Continuum of Care Program -Assistance Listing No. 14.267; Grant period: Year Ended December 31, 2022. Cause: Management obtained rate quotations from an adequate number of vendors, but did not retain sufficient documentation and did not perform a formal assessment to proceed with the purchase. Contact Person: Marcus Martin, Director of Finance Management Response: The Marjaree Mason Center (MMC) did not correctly document the purchase of a new vehicle including having justification on the selection of the vendor. When researching the purchase of the vehicle, MMC researched different options for the vehicle, but did not keep the documentation of the research. Effective immediately, MMC has implemented new procedures when it comes to procedures for any contracts/invoices over $10,000. The Manager submitting the request much attach at least three quotes and written justification approved by the Director of Finance and/or Executive Director before the contract is signed or payments are released. Sincerely, Marcus Martin Director of Finance Fresno, CA 93721 Marjaree Mason Center main: 559-237-470STiarcus@mmcenter.org fax: 559-237-0420 www.mmcenter.org City of �B��I � rnE�'ii=�.n� POLICE DEPARTMENT Mariposa Mall P.O. Box 1271 Fresno, CA 93715-1271 January 23, 2023 Planning and Development Department Housing and Community Development Division 2600 Fresno Street, Room 3065 Fresno, CA 93721 Re: Letter of Support for the Marjaree Mason Center To Whom It May Concern: PACO BALDERRAMA Chief of Police Fresno Police Department is pleased to support Marjaree Mason Center's application for the Emergency Solutions Grants (ESG) through the City of Fresno's 2023-24 Consolidated NOFA. The Marjaree Mason Center is proposing to use funds through this program to provide emergency shelter and comprehensive supportive services to survivors of domestic violence. In addition to emergency shelter, individuals and families who are homeless or at risk of homelessness due to domestic violence will receive case management, safety planning, counseling, legal assistance, food/clothing, assistance with their children, life skills workshops and other supportive services. For over 40 years, Marjaree Mason Center has provided safe shelter and supportive services for victims of domestic violence throughout Fresno County. Last year alone, the Marjaree Mason Center provided over 7,539 individuals (including 5,937 adults and 1,365 children) with over 80,000 nights of confidential safe shelter. Marjaree Mason Center is a safe haven for individuals facing a life threatening crisis. According to the Department of Justice, Fresno County has one of the highest per capita rates of domestic violence in California and the need for emergency shelter and domestic violence support services continues to grow. For years, Fresno Police Department has collaborated with the Marjaree Mason Center to provide support services to individuals experiencing homelessness and recovering from trauma due to domestic violence. On behalf of the Fresno Police Department, I would like to extend our full support to the Marjaree Mason Center, and ask that the City of Fresno strongly consider the Marjaree Mason Center's full request for funding to support its Emergency Shelter and supportive programs. P co Balderrama, Chief of Police 2 23 Mariposa Street oom 2075 resno, CA 93721 559.621.7000 Safety. Service, Trust ./ Exhibit E (ef � Fresno Unified School District January 27, 2023 Planning and Development Department Housing and Community Development Division 2600 Fresno Street, Room 3065 Fresno, CA 93721 Re: Letter of Support for the Marjaree Mason Center To Whom It May Concern, BOARD OF EDUCATION Genoveva Islas, President Susan Wittrup, Clerk Claudia Cazares Valerie F. Davis Elizabeth Jonasson Rosas Andy Levine Keshia Thomas SUPERINTENDENT Robert G. Nelson, Ed.D. The Fresno Unified School District is pleased to support the Marjaree Mason Center's (MMC's) application for the Emergency Solutions Grants (ESG) through the City of Fresno 2023-24 Consolidated NOF A. The Marjaree Mason Center is proposing to utilize funds through this grant program to provide emergency shelter and supportive services to individuals affected by domestic violence and homeless or at risk of experiencing homelessness. This funding would be life changing for many of our students and families. Marjaree Mason Center has provided emergency shelter and domestic violence supportive services for over 40 years. Their mission is to support and empower adults and their children affected by domestic violence, while striving to prevent and end the cycle of abuse through education and advocacy. To this aim, MMC offers a full range of comprehensive services for survivors including crisis support, safe shelter, case management, safety planning, legal assistance and counseling. Last year alone, the Marjaree Mason Center provided 7,539 individuals (including 5,937 adults and 1,365 children) with over 80,000 nights of emergency and longer-term safe shelter. We are fortunate to have this resource in our community and pleased to work in partnership with MMC to provide social work support and educational resources to their residents. Fresno Unified fully supports Marjaree Mason Center in pursuing this grant opportunity and asks that the City of Fresno strongly consider their full request for Emergency Shelter and domestic violence services funding. Should you have questions or require additional information, feel free to contact my office at 559.457.3838. s� -<Jr,2 ___ _ Robert G. Nelson, Ed.D Superintendent 2309 Tulare Street, Fresno, CA 93721-2287 www.fresnounified.org Google Maps � � � � ... �= g � i i Ii • t I = • � � I lI1 1600 M St z � � .I( % J· I I .,. � 2 � 1 ,. i ,I � � t � rn, " ,t "�i ! "'fll i Susan B. Anthpny r-J, Elementary School T 'Ip lantvrf.'i� R�L-lN)ar = 11 1hr tt••• !.trrJ,m,r.:l.11 ... I!!)_ , .. 9 Aldo's Nightclub U i { i �frrM .... 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Map data ©2020 Google 1000 ft.._ ____ __, Exhibit F PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 8 of 30 PY 2023-2024 APPLICATION Public and Community Service Programs NOTE: This application is not for public services to benefit primarily homeless and individuals at risk of homelessness or for Fair Housing programs. If you are a homeless provider, please use the Homeless and Homelessness Prevention Application. If you are an organization applying for Fair Housing Programs, please use the Fair Housing Application. 1. Project Summary Information – please complete the below summary information for the project/program. Project Name (10 words or less): Critical Services for Survivors of Domestic Violence Amount Requested: $ 102,641.00 To utilize CDBG funds for a public service, the service must be either a new service or a quantifiable increase in the level of an existing service. This project is a: New Project/Program Existing Project/Program Provide a short description of the proposed program/activity. (1 to 3 sentences and must fit in the provided space). Marjaree Mason Center is requesting City of Fresno CDBG funds to support critical service for survivors of domestic violence by providing stabilization services for individuals and families who are residing in the agency’s confidential Emergency Safe House. Funds through this program will be used to provide safe shelter and comprehensive supportive services to adults and children who are considered low/moderate-income and fleeing from domestic violence while they work toward becoming self-sufficient. In the past, MMC’s emergency safe house set aside rooms for clients enrolled in longer-term transitional housing programs, however, due to increases in local domestic violence rates, MMC is now utilizing all rooms in the Safe House for short-term emergency clients only. On average clients stay in the Safe House for approximately 32 days before transitioning out of emergency shelter and into other long-term housing programs. If this is an existing project/program that has not received CDBG funding from the City previously, please briefly explain how CDBG funds will be used to increase the level of service. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 9 of 30 Funds through CDBG will support domestcic violence services for clients residing in one room with up to four beds in the agency's emergency safe house. This will enhance short-term emergency services by enabling MMC to increase the number of adults and children that can be provided with trauma informed support services including case management, evidence based therapeutic services, legal advocacy and children's enrichment programs at any given time. CDBG funds will be used to support staffing costs for 2FTE Residential Team Members who will provide 24/7 direct services to adults and children residing in the emergency Safe House. MMC's safe house is staffed 24/7 with Residential Team members who are available to provide immediate support to clients in residence at all times. MMC anticipates that by adding additional rooms for emergency shelter we will be able to increase our capacity to meet the growing need for services in the community. Funding through CDBG will support direct services for 35 individuals and up to a total of 8 households in need of short-term care. 2. Organizational Capacity a. Briefly describe how your organization’s prior activities have resulted in meaningful impact: Marjaree Mason Center (MMC) has over 40 years of experience in providing safe shelter and supportive programs for individuals and families affected by domestic violence. Each year the number of individuals seeking services and reporting domestic violence continues to rise. According to the Department of Justice, of the top 10 most populous counties in California, Fresno County has the highest rates per capita of reported domestic violence to law enforcement in the state. Last year, Fresno Police Department (FPD) reported responding to 8,271 domestic violence calls for service. This reflects a nearly 10% increase compared to the previous year’s reports and a 26% increase over the last two years. FPD also reports that in cases where domestic violence is present, the severity of physical violence leading to injury continues to increase. This is especially troubling given that law enforcement and advocates agree that most instances of domestic violence go unreported. Last year, MMC provided emergency shelter to 1,338 individuals (inlcuding 659 adults and 679 children) while they worked toward obtaining safe, stable housing of their own. As the only dedicated provider of these services in Fresno County, MMC’s programs are critical to the community. MMC has developed a wide variety of programs and services that designed specifically to meet the complex needs of survivors recovering from the trauma of domestic violence. These comprehensive services include 24/7 hotline operation and crisis response, safety planning and risk assessment, case management, victim advocacy, emergency and longer-term safe shelter, individual and group counseling, legal advocacy, children's services (developmental PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 10 of 30 assessments, children's group, parent bonding and child advocacy), outreach, education and community referrals. MMC has adopted a “no wrong door” approach to providing services; this means that in addition to reaching out to the agency directly (via the hotline or drop-in center), clients can be linked to services through a variety of community entry points including law enforcement, hospitals, medical offices, social service agencies and other community-based organizations. These activities meaningfully impact client’s lives by providing them with a safe and stable environment and a diverse therapeutic programs that provide them with the tools they need to recover from trauma and go on to lead healthy, stable lives. b. Describe the organization’s experience with administering federally funded programs of this nature. Established in 1979, Marjaree Mason Center (MMC) has over 40 years of experience in providing safe and confidential emergency shelter and comprehensive support services for adults and children affected by domestic violence, and is the only dedicated provider of these critical services in Fresno County. Since its inception, MMC has grown to inlcude two agency owned and operated Safe Houses, and five separate office sites which provide a wide breadth of diverse services that are specifically designed to meet the unique needs of individuals impacted by the trauma of abuse. Comprehensive services include: 24/7 hotline and crisis response, safety planning and risk assessment, case management, advocacy, emergency and longer- term safe shelter, individual and group counseling, legal assistance, children's services, child advocacy, community outreach, youth education and linkages to local community social service programs. All MMC programs and services are provided using trauma informed care practices that recognize the impact of trauma on the individuals physical and mental health and limit re-traumatization of clients participating in supportive services. As such, all MMC staff are required to completed 40-Hour Domestic Violence Counselor training upon employment with the agency. This training meets the requirements for Domestic Violence Counselor Training per Evidence Code §1037.1(a)(1) and covers a wide variety of topics including the history of doemstic violence, civil and criminal law related to domestic violence, societal attitudes, confidentiality, cultural competency, trauma informed care, teen dating violence, public resources and more. For more than 20 years, MMC has consistently received and successfully fullfilled grant commitments and met objectives for government funding agencies and programs similar to this CDBG opportunity. Fund tracking for all projects is facilitated using the agency’s accounting software, Abila MIP, which enables us to track all project expenses using specifically assigned source codes. MMC's Staff Accountant will review the grant monthly to assess project spenddown and to ensure that all PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 11 of 30 funds are eligible for the CDBG per the guidelines set forth in the notice of funding availability. All agency funds are tracked using the accounting system as well as a separate Excel worksheet. On average, MMC manages more than 25 grants each year amounting to over $5.5 million in funding from federal, state and local government programs as well as from private foundations. Further, MMC has a lengthy history demonstrating many years fiscal and programmatic stability with ensuring compliance with HUD, SHP, HPRP and ESG policies and regulations. The agency's Board of Directors have met all federal review standards and has an excellent history of maintaining feduciary oversight for the agency. MMC's Deputy Director, Leticia Campos, has over 15 years of experience in providing client services and will have direct oversight of this project. She holds a Bachelors degree in Social Work and has been with MMC for over 10 years and has held several leadership roles within the agency. In her current role, as Deputy Director, Leticia oversees all direct client service programs inlcuding: CRT, the emergency shelter, housing programs (transitional, rapid rehousing and permanent) and the children's program. Fiscal oversight for this program will be provided by the Director of Finance and Technology, Marcus Martin. Marcus has been with MMC for over 15 years and has extensive experience in accounting, finance and internet technology. Currently, Marcus oversees all agency finances and monitors all contracts and provides oversight for all current and prior CDBG, ESG, HUD and HEAP funds as well as all data platforms and analytics for the agency. In addition to its long-standing and well established capacity to administer federally funded projects of this nature, MMC has a strong record of maintaining community partnerships. Partnerships and collaborations with local community organizations, MMC is able to ensure uninterupted access to a diverse array of programs and services that support all survivors of domestic violence. MMC's partners include but are not limited to: the Fresno Housing Authority, (they are a collaborative applicant for HUD grants), local law enforcement agencies throughout Fresno County (including MMC Advocates stationed at Fresno PD and Fresno Sheriff's Department), Crime Victims Assistance Center (provide support to emergency shelter clients and assistance with relocation expenses and securing permanent housing), Meathead Movers and Wings (assist with moving and obtaining household items), local hospitals (CRMC, Kaiser Permanente, St. Agnes, Valley Children's Hospital), Centro La Familia and Fresno Unified School District (assist children with school related needs through Project First Step). MMC is also an active member and in good standing with the Fresno Madera Continuum of Care. MMC believes that maintaining strong partnerships with local organizations is essential to creating a community network of support that addresses the needs of all individuals, streamlines access to assistance and reduces duplication of services thereby maximizing community resources. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 12 of 30 c. For how many years has the organization administered activities of the type described in this application? 44 d. Does the organization have the following in place (check box if ‘yes’)? Written policies and procedures for the proposed project or program (i.e., intake, eligibility) Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 13 of 30 3. Proposed Scope of Work a. Briefly describe the needs this proposal addresses, and how existing resources are insufficient to meet this need: Marjaree Mason Center is proposing to address the needs of survivors of domestic violence by providing case management and stabilization services for individuals and families who are residing in the agency’s confidential Emergency Safe House. Last year, MMC provided services to 7,539 individuals (including 5,937 adults and 1,265 children) and 80,390 nights of emergency and longer-term safe shelter to survivors of domestic violence. Each year the number of individuals seeking services and reporting domestic violence continues to rise. According to the Department of Justice, of the top 10 most populous counties in California, Fresno County has the highest rates per capita of reported domestic violence to law enforcement in the state. Last year, Fresno Police Department (FPD) reported responding to 8,271 domestic violence calls for service. This reflects a nearly 10% increase compared to the previous year’s reports and a 26% increase over the last two years. FPD also reports that in cases where domestic violence is present, the severity of physical violence leading to injury continues to increase. This is especially troubling given that law enforcement and advocates agree that most instances of domestic violence go unreported. The ongoing increase in the number of survivors seeking services and increased need for immediate safe shelter means that MMC’s Emergency Safe House is nearly always filled to capacity. Unfortunately, MMC’s Emergency Shelter Program is the least funded program in the agency, as many funders prefer to provide support for longer-term programs such as Permanent Housing and Rapid Rehousing programs. While MMC recognizes the importance of providing long- term care programs (and works diligently to transfer clients from emergency programs to transitional and permanent housing programs), we must first meet each survivor’s immediate needs by offering robust emergency programs that address their present crises and support their basic needs. Clients in the Safe House Program have access to a wide array of services including: 24/7 hotline assistance, risk assessment, safety planning, food, clothing and basic hygiene needs, case management, individual and group counseling, legal advocacy (assisting with filing restraining orders), housing assistance, children’s services and referrals to additional community programs as needed. The average length of stay for clients in the Emergency Shelter is approximately 32 days. As the only dedicated provider of safe confidential shelter and comprehensive domestic violence services in Fresno, it is imperative to ensure that MMC can meet the immediate needs of survivors by providing access to safe emergency shelter and vital services that assist them in building stable futures. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 14 of 30 b. Briefly describe the target population and how the project will meet the specific needs of the target population and how the project will be marketed to the target population. The target population for this project includes all individuals located in Fresno County who are experiencing domestic violence and who are in need of safe emergency shelter and/or seeking comprehensive support services. Domestic violence effects all populations regardless of ethnicity, age, religion, gender, language, sexual orientation, location or economic ability. Marjaree Mason Center’s mission is to support and empower adults and their children affected by domestic violence while striving to prevent and end the cycle of abuse through education and advocacy. Domestic violence (also known as Intimate Partner Violence or IPV) is a systemic pattern of power and control that impacts more than 10 million men and women each year; it is perpetrated through the willful intimidation, physical assault and/or other abuse by one intimate partner against another. There are many types of domestic violence including (but not limited to), physical violence, stalking, emotional abuse, mental abuse, financial abuse and medical abuse. What’s more, domestic violence does not discriminate, it impacts all communities regardless of age, gender, ethnicity, socio-economic status, religion, sexual orientation or nationality. Sadly, 1 in 3 women and 1 in 4 men have experienced some type of physical abuse at the hands of an intimate partner. While MMC provides services to all individuals affected by domestic violence and seeking support, the vast majority of our clients are women and children in households that are defined as low/moderate income (LMI) and/or homeless by the Department of Housing and Urban Development (HUD). Last year 87% of all MMC clients fell within the HUD definition for LMI and homeless. According to the National Network to End Domestic Violence (NNEDV), domestic violence is one of the leading causes of homelessness for women and children. In addition to physical and emotional abuse, survivors of domestic violence often experience financial abuse which undeniably impacts their ability to obtain safe and affordable housing. Faced with the unimaginable choice between homelessness and living with abuse, women with children often return to their abuser. MMC will support survivors fleeing from domsetic violence by providing safe and confidential shelter in the agency’s Safe House as well as immediate support services that will assist them in recovering from the traumatic effects and increase self-sufficiency. Activities provided to clients will include risk assessments, safety planning, case management, individual and group counseling, legal advocacy, health and wellness programs, children’s services, classes, housing assistance and referrals to additional social service programs. Additionally, MMC will ensure that the basic needs (food, clothing, hygiene items, diapers, blankets, etc.) of PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 15 of 30 survivors are met while they focus on overcoming the long-term traumatic effects of abuse. Further, all MMC services are provided by knowledgable staff who have been trained in using Trauma Informed Care principles to provide supportive services that are tailored to meet the unique needs of each victim. Domestic violence is a viscious cycle of power and control that includes (but is not limited to) isolation, physical assault, verbal abuse, emotional abuse, sexual abuse and financial abuse; the long-term effects of which often lead victims to experience depression, anxiety, fear, homelessness, unemployment and financial instability. MMC services are designed to meet each client where they are; this means that they can work at their own pace and drive their own care based on their level of ability and readiness. Clients are not requred to participate in agency programs in order to receive services. c. Describe consultation efforts made with the target population in the development of the proposed activity. In order to ensure that services are provided using equitable and inclusive practices, MMC works diligently with local service providers and clients to ensure that services are well-rounded and diverse. This includes ongoing collaborations with community partners and collecting surveys from clients that assess their overall satisfaction and identify barriers to obtaining services. MMC uses this feeback to identify gaps in services and guide program development. Survivors of abuse face a wide variety of barriers when attempting to access support services, some of these barriers include isolation from friends and family, no transportation, little or no access to money, unemployment, language barriers and physical distance from services. While safe shelter is a pathway to freedom for survivors, they frequently face additional barriers to obtaining housing due to abuse such as poor credit, unemployment, limited income, discrimination in housing applications due to violent and/or criminal actions by their abuser, poor rental history, evictions, and limits to the types of housing and locations available due unique safety needs. Due to the significant danger of domestic violence, the wide variety of barriers survivors face in order to obtain services and the limited amount of resources available to them, most MMC programs and services are provided at no cost. Supportive services that help to reduce barriers include, but are not limited to: diverse and inclusive programs, transportation, translation services, child care assistance, utility assistance and housing assistance. Through the Coordinated Entry System (CES), and in collaboration with community partners, MMC works to connect clients to stable housing programs. In order to make the connection to a permanent housing project, clients are added to a “by- PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 16 of 30 name list” which encompasses their combined “scores” from a lethality risk assessment and the Vulnerability Index- Service Prioritization Assessment Tool (VI-SPDAT). Depending on their overall “score” clients are then prioritized accordingly for housing. Once added to the by-name list, clients are connected with an MMC Housing Locator that will prepare and support them in becoming “document ready.” Document ready means that clients have obtained the appropriate legal documents i.e. birth certificates, social security cards, legal identification, etc. necessary for obtaining housing and employment. Once a client is document ready, they are eligible to be “matched” with an identified housing project. The identified housing project can be an MMC internal connection, or an external connection through the overall “community” housing availability. On average, clients remain on the by-name list for 198 days before being connected to permanent housing. This time consuming process makes the need for emergency shelter and support services critical in reducing the risk of homelessness and in assisting clients with achieving independence and stability. d. Describe the marketing plan for the proposed activity and how the organization will ensure it reaches the target population. In order to raise awareness of available services and market programs to the target population and the larger community, MMC works closely with a variety local partners to provide domestic violence awareness classes that teach first responders, social service providers and community organizations how to recognize abuse, provide intervention when abuse is present and how to directly link victims to MMC for immediate safe shelter and comprehensive supportive services when needed. MMC also operates offices at 7 sites located strategically throughout Fresno County; these include two safe and confidential shelters, administrative offices and satellite locations in Reedley and Mendota which provide support for individuals located in rural communities. Additionally, MMC employs Community Navigators who are able to travel to victims and meet them in safe places within their communities rather than requiring them to travel to the crisis drop-in center to receive support. Further, MMC maintains partnerships with a wide variety of community agencies and providers to coordinate referrals for services including the Fresno Housing Authority, (they are a collaborative applicant for HUD grants), the County of Fresno, Exceptional Parents Unlimited (EPU), local law enforcement agencies throughout Fresno County (including MMC Advocates stationed at Fresno PD and Fresno Sheriff's Department), Fresno County District Attorney’s office, Department of Social Services, Behavioral Health and Public Health, Crime Victims Assistance Center (provide support to emergency shelter clients and assistance with relocation expenses and securing permanent housing), Meathead Movers and Wings (assist with moving and obtaining household items), local hospitals (CRMC, Kaiser Permanente, St. Agnes, Valley Children's Hospital, UCSF), Churches, Centro La Familia and Fresno Unified School District (assist children with school related needs PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 17 of 30 through Project First Step). MMC is also an active member and in good standing with the Fresno Madera Continuum of Care and staff routinely attend community events to facilitate outreach and education services in order to provide comprehensive information about MMC and how to access agency services. e. The City’s Analysis of Impediments to Fair Housing Choice recommends that the City prioritize investments in areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs – see NOFA Handbook). Will this program be: Offered Citywide Offered Citywide with an emphasis and affirmative marketing toward RECAPs Offered exclusively to residents of RECAPs PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 18 of 30 f. Describe the service area: Note: Strong applications will include specifically defined services areas such as ‘residents within ½ mile radius of [facility address]’ or ‘residents within the boundaries defined on the attached map.’ Marjaree Mason Center Administrative Offices and Crisis Drop-in Center: 1600 M Street, Fresno, 93721 (See Exhibit E) Marjaree Mason Center Emergency Shelter: Confidential domestic violence shetler located in Fresno, CA Service area map attached as exhibit E g. Estimate the number of unduplicated persons expected to benefit from the project: 35 unduplicated persons will receive a direct benefit from this project. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 19 of 30 h. Income Documentation CDBG-eligible programs primarily benefit persons who earn less than 80% of the area median income. A chart containing the income limits effective as of July 1, 2022, is included as a reference below. Applicants must select one of the three options for documenting how their activity will satisfy the income eligibility requirement. Please note, these income limits are subject to change. For the most current income limits please reference the link below: https://www.hudexchange.info/resource/5334/cdbg-income-limits/ Household Size 30% AMI 50% AMI 80% AMI 1 16,350 27,300 43,650 2 18,700 31,200 49,850 3 21,050 35,100 56,100 4 23,350 38,950 62,300 5 25,250 42,100 67,300 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 20 of 30 OPTION 1: Low-Income Clientele – Presumed Benefit Select this option only if the program will exclusively serve one of the following clienteles (select all that apply) Older Adults (62 and older) Severely Disabled Adults Abused Children Illiterate Adults Migrant Farm Workers OPTION 2: Low-Income Clientele – Other Select this option if the program will serve a specific clientele not listed under the first option. The organization must document income eligibility for each program participant. Indicate below the types of documentation the organization will collect to verify income eligibility (select all that apply): Pay Stubs / Wage Statements W-2s Income Tax Returns Social Security Documentation Bank Statements Signed Certifications from Beneficiaries Other: Self Report Other: CalWORKS Statement Other: OPTION 3: Low-Income Area Select this option if the program will benefit all residents within the defined service area described in 3.d. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 21 of 30 i. Detailed Narrative Description of Project/Program Describe the project/program in detail in the space below. Limit description to the space provided on this and the next page. Marjaree Mason Center provides services to all individuals affected by domestic violence and advocates of the Center work hard to meet the individual needs of each client, this includes using trauma informed care methods that are client centered, patient and empowering. Our goal is to provide a safe, welcoming and confidential space that cultivates trust for those seeking refuge and working toward recovering from the trauma of abuse. Advocates, often spend hours listening, validating, and de-escalating clients in crisis, while doing their best to connect them services that will meet their specific needs (safety planning, counseling, legal advocacy, shelter, children’s services, etc.). MMC operates using a “no wrong door” policy; this means that clients can access MMC services through linkages from a variety of community providers including law enforcement, emergency rooms, medical centers, schools and social service agencies. Once connected to the agency, clients undergo a risk assessment and work with MMC crisis staff to determine which services are appropriate or necessary for them. In addition to emergency shelter, MMC’s supportive services include 24/7 emergency hotline and crisis intervention, safety planning, risk assessment, food, clothing, case management, advocacy, individual and group counseling, legal advocacy, children’s services, long-term permanent housing assistance and referrals to community/social service programs. Once assessments have been completed, clients can be enrolled in the Emergency Safe House Program and connected to an MMC Case Manager who remains their primary point of contact for the duration of their engagement in MMC services. Maintaining a single point of contact is an important aspect of providing stability and building trust with the client. MMC believes that homelessness can be most efficiently ended by providing victims with access to safe, decent and affordable housing. Clients enrolled in the Safe House Program are each provided with their own private bedroom (families are housed together in larger or adjoining rooms depending on family size). Each bedroom is furnished with beds, a dresser, television and new bedding (blankets, sheets, pillows) that the clients can take with them when they exit the program. The safe house living room, kitchen and bathrooms are all shared spaces. Residential advocates are stationed on-site in the Safe House and are available to provide direct assistance to clients 24/7. Residential Advocates interact daily with clients residing in the safe house and are responsible for shift specific tasks in the Emergency and/or Transitional living programs as well as the enrollment and orientation process for clients admitted into the Safe House. Residential staff have oversight of residential client/family activities during assigned shiftand can provide some Case Management support to residential clients. Additional, activities that PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 22 of 30 Residential staff support include: facilitating support groups, providing advocacy, facilitating client workshops and supporting daily activities, assisting with meal preparation and distribution and by promoting safe and healthy lifestyles. Although all individuals impacted by domestic violence may benefit from supportive services such as mental health or substance abuse counseling, participation in these services is not a prerequisite to accessing safe housing or a condition of maintaining it. In fact, MMC believes that the provision of safe housing will improve a client's overall ability to effectively participate in supportive services. While the average length of stay in the emergency safe house is 32 days this can vary depending on the client’s individual needs and clients can be granted approval to stay for up to 90 days as needed. Access to safe, secure and stable housing is a critical first step in overcoming the lasting effects of traumatic abuse. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 23 of 30 Detailed Narrative Description of Project/Program (Continued from previous page) PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 24 of 30 j. Collaboration Briefly describe any collaboration efforts with other organizations for this project/program or related initiatives. Collaborating Organization Description of Collaboration Fresno Police Department Fresno Police Department: MMC collaborates with the Fresno Police Department on a daily basis. We have two MMC Victim Advocates stationed directly within the Fresno Police Department office; who support and respond to victims that unfortunately have law enforcement involvement due to domestic violence. MMC PD Advocates, collaboratively work with detectives and officers, in responding, supporting and navigating these survivors through their available options for shelter and support services Fresno Unified School District Marjaree Mason Center collaborates with FUSD for all levels of support for those children impacted by DV and residing in the MMC Emergency Safe House. Through Project First Step, a FUSD Liasion, collaborates with the MMC Children’s team for all FUSD children residing in the safe house, and in need of educational support. Often times, children of victims are uprooted from their school, need to remain out of school due to safety issues, and/or the family lacks the educational resources needed. FUSD and MMC staff work hand in hand to ensure families and the children are supported. The Poverello House Over the last 20 years the Marjaree Mason Center has collaborated with the Poverello house to provide meals for clients receiving safe shelter. Through this partnership, MMC purchases and distributes daily meals for clients that have been prepared by the Poverello House and delivered to the Center. Fresno Housing Authority The Marjaree Mason Center has managed multiple HUD RRH grants in partnership with Fresno Housing Authority over the past several years. These HUD funded RRH housing projects focus on providing support for survivors of Domestic Violence. Additionally, through the support of these RRH projects MMC is able to focus on the financial and PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 25 of 30 long term housing stability of each client served. The long-term goals is to support clients/families in regaining their self-sufficiently and above all a sense of safety. Exceptional Parents Unlimited (EPU) MMC and EPU have partnered to expand services for children residing in the Fresno safe house. Through this parnership, Dr. Dana Riley, a child psychologist, provides on-site direct support for children ages 0-5 on Tuesdays and Thursdays. Dr. Riley meets with parents and their children for individual sessions, she has extensive training on providing trauma informed care and child development services. When Dr. Riley she does not have appointments scheduled, she works in the Children's Enrichment Center to support staff by modeling and coaching social skills, emotional regulation, and providing trauma informed care with the children. Fresno Rescue Mission The Fresno Rescue Mission is one of MMC's main local resources for supporting unsheltered/housing insecure clients and families. MMC often referrs clients/families seeking services but who are not experiencing domestic violence to the Rescue Mission for assistance. The Rescue Mission has services that operate 24/7, which allow us to connect a client quickly should they be in need of shelter at the time of seeking services with us. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 26 of 30 4. Project/Program Budget a. The City is interested in applicants that can deploy activities in a timely manner (12 months) while balancing the need to maintain high standards of program delivery. Please propose how you will address this need. The activities MMC intends to provide with funding throught the CDBG program are existing and therefore do not require any additional start-up time for implementation. MMC expects that we will be able to deliver high standards for program delivery and support services immediately upon notification of award. b. List of Funding Sources Provide all planned funding anticipated/ committed for this activity for PY 2023- 2024. If the organization has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date California Office of Emergency Services Domestic Violence Assistance Program 324,650 COMMITTED ARPA Domestic Violence Assistance Program 941,920 COMMITTED HUD Coordinated Entry 160,000 COMMITTED Private Donations Private Donations 507,644 PENDING 7/1/2023 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 27 of 30 County of Fresno Marriage License Fee 22,980 COMMITTED PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 28 of 30 c. Activity Budget Summary and Narrative Please complete Exhibit A – Operating Budget Summary. The above referenced Budget worksheet is available at www.fresno.gov/housing under the ‘Notices of Funding Available’ tab. An Exhibit B – Budget Narrative must also be completed to provide a brief explanation of the expenses included in the budget. Please note the following costs are not allowable for CDBG: bad debts; contingencies; contributions and donations; entertainment costs (including meals for social events and awards/graduation banquets); gifts or incentive awards to individuals; fines and penalties resulting from violations of or non-compliance with Federal, State, and Local laws; interest on borrowed capital; fundraising; investment management. d. Prior-Year Financial Statement Please attach a financial statement labeled as Exhibit B for the proposed program for the last full operating year. Failure to provide the financial statement will result in disqualification. Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY EXHIBIT B – BUDGET NARRATIVE EXHIBIT C – PRIOR-YEAR AUDITED FINANCIAL STATEMENT INCLUDING STATEMENT OF ACTIVITIES, STATEMENT OF FINANCIAL POSITION AND STATEMENT OF CASH FLOWS (REQUIRED WHEN TOTAL FEDERAL GRANT AWARDS EQUALED OR EXCEEDED $750,000 DURING THE ANNUAL AUDIT PERIOD); OR EXHIBIT D – PRIOR-YEAR UNAUDITED FINANCIAL STATEMENT WHEN TOTAL FEDERAL GRANT AWARDS FOR THE ANNUAL AUDIT PERIOD WAS LESS THAN $750,000 Optional Additional Exhibits: EXHIBIT – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT D – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT E – SERVICE AREA MAP (REQUIRED IF NOT DESCRIBED IN 3.d.) Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position; add additional rows as needed) Direct Service Personnel: Case Manager 41,600.00 83,520.00 125,120.00 Client Service Residential - 251,998.00 41,760.00 83,520.00 377,278.00 Residential Team Member 78,300.00 15,010.00 93,310.00 132,558.00 11,500.00 237,368.00 Family Skills Specialist - 15,000.00 15,000.00 Victim Advocate 52,648.00 52,648.00 Child Service Program Manager - 22,000.00 22,000.00 Custodian - 5,000.00 5,000.00 9,940.00 19,940.00 Maintenance Tech 73,548.00 7,800.00 81,348.00 Administrative Personnel: Director of Facilities 13,185.00 13,185.00 Housing Service Manager - 21,600.00 21,600.00 Deputy Director - 4,914.00 4,914.00 16,368.00 26,196.00 Independent Contractors / Consultants: [enter position title] - - [enter position title] - - TOTAL PERSONNEL BUDGET $ 78,300.00 $ 15,010.00 $ 93,310.00 $ 583,866.00 $ 154,494.00 $ - $ 160,013.00 $ - $ 991,683.00 Other Direct Costs (Include only costs that are direct; indirect costs are covered under the Indirect Cost Rate) Client Support 1,000.00 10,000.00 11,000.00 Motel/Hotel Expense 292,000.00 292,000.00 Security/Alarm Expense 69,000.00 69,000.00 Food 48,000.00 122,000.00 170,000.00 Interpreter Services 1,000.00 3,000.00 4,000.00 Building Repair/Maint. 32,000.00 12,000.00 2,000.00 7,000.00 53,000.00 Equipment Rent/Lease 7,000.00 1,100.00 8,100.00 Equipment Repair/Maint. 5,000.00 5,000.00 Postage and Freight 200.00 200.00 Program Supplies 4,000.00 4,000.00 35,000.00 43,000.00 Office Supplies 150.00 150.00 500.00 800.00 Staff Travel 500.00 500.00 11,000.00 12,000.00 Telephone/Pagers/Fax 20,000.00 10,000.00 30,000.00 Utilities 18,040.00 18,040.00 36,080.00 Insurance 8,000.00 200.00 8,200.00 Minor Equipment 2,800.00 2,800.00 Licenses/Software 41,836.00 3,000.00 15,000.00 59,836.00 TOTAL OTHER DIRECT COSTS $ - $ 458,526.00 $ 44,690.00 $ 20,000.00 $ 281,800.00 $ - $ 805,016.00 INDIRECT COSTS* (Select 1 indirect rate Only) Approved Indirect Cost Rate 9,331.00 155,316.41 29,678.42 2,980.00 65,830.14 - 263,135.96 De minimus 10 % Rate - TOTAL INDIRECT COST BUDGET $ 9,331.00 $ 155,316.41 $ 29,678.42 $ 2,980.00 $ 65,830.14 $ - $ 263,135.96 TOTAL PROJECT BUDGET $ 78,300.00 $ 15,010.00 $ 102,641.00 $ 1,197,708.41 $ 228,862.42 $ 22,980.00 $ 507,643.14 $ - $ 2,059,834.96 Please revise this form and annotate budget items as needed All applicants are required to submit a copy of their organization’s operating budget. *An approved indirect cost rate must be applied to the base identified in the agreement with the federal cognizant agency. Per 2 CFR 200.414, any non-federal entity that does not have a current negotiated rate may elect to charge a de minimis rate of 10% of Modified Total Direct Costs (defined in 2 CFR 200.68). CITY OF FRESNO OPERATING BUDGET SUMMARY (non-capital projects) Budgeted Position (Personnel) or Category (Operations) City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 30 of 30 Exhibit B: Budget Narrative Please provide a brief narrative describing the expenses included in each category of the budget summary. Residential Team Member: 2 FTE: $93,310: Provide direct services to residential clients/families who have been affected by trauma due toDomestic Violence, out of the residential safe house. Responsible for the shift specific tasks in the Emergency and/or Transitional living programs; as well as the enrollment and orientation process of clientsadmitted into the Safe House. Ongoing oversight of residential client/family activities during assigned shiftand can provide some Case Management support to residential clients. The Residential Team Member has primary and direct client interaction daily; and will support any identification of immediate needs, issues orconcerns. Indirect Costs: $9,331: 10% allocated to administrative costs supports MMC’s Reports of Independent Auditors and Financial Statements with Supplementary Information Marjaree Mason Center, Inc. September 30, 2022 with Summarized Comparative Information for the Year Ended September 30, 2021 Table of Contents REPORT OF INDEPENDENT AUDITORS ................................................................................................................ 1 FINANCIAL STATEMENTS Statements of Financial Position .......................................................................................................................... 5 Statement of Activities and Changes in Net Assets ............................................................................................. 6 Statement of Functional Expenses ...................................................................................................................... 7 Statements of Cash Flows ................................................................................................................................... 8 Notes to Financial Statements ............................................................................................................................. 9 SUPPLEMENTARY INFORMATION Schedule of Expenditures of Federal Awards .................................................................................................... 24 Notes to Schedule of Expenditures of Federal Awards ..................................................................................... 25 SINGLE AUDIT REPORTS REPORT OF INDEPENDENT AUDITORS ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS .................................................................................................................................. 27 REPORT OF INDEPENDENT AUDITORS ON COMPLIANCE FOR THE MAJOR FEDERAL PROGRAM AND REPORT ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE .............................................................................................................................. 29 Schedule of Findings and Questioned Costs ..................................................................................................... 32 OTHER INFORMATION Combining Schedule of Revenue, Support, and Expenses – Unaudited .......................................................... 35 1 Report of Independent Auditors The Board of Directors Marjaree Mason Center, Inc. Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Marjaree Mason Center, Inc. (the “Organization”), which comprise the statement of financial position as of September 30, 2022, and the related statements of activities and changes in net assets, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the respective financial position Marjaree Mason Center, Inc. as of September 30, 2022, and the changes in its net assets and its cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards (Government Auditing Standards), issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Organization and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Organization’s ability to continue as a going concern for one year after the date the financial statements are available to be issued. 2 Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Organization’s internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Organization’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. 3 Supplementary Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. Summarized Comparative Information We have previously audited the Organization’s 2021 financial statements, and we expressed an unmodified audit opinion on those audited financial statements in our report dated January 28, 2022. In our opinion, the summarized comparative information presented herein as of and for the year ended September 30, 2021, is consistent, in all material respects, with the audited financial statements from which it has been derived. Other Information Management is responsible for the other information included in the report. The other information comprises the combining schedule of revenue, support and expenses but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information, and we do not express an opinion or any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated January 16, 2023 on our consideration of the Organization’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Organization’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Organization’s internal control over financial reporting and compliance. Fresno, California January 16, 2023 Financial Statements Marjaree Mason Center, Inc. 5 See accompanying notes to financial statements. Statements of Financial Position September 30, 2022 and 2021 2022 2021 CURRENT ASSETS Cash and cash equivalents 2,579,744$ 2,856,348$ Investments in marketable securities 2,882,821 1,660,013 Grants receivable 640,690 1,022,978 Other receivables 4,763 - Pledges receivable, current portion 159,952 123,467 Prepaid expenses 149,969 97,803 Deposits 125,025 28,798 Total current assets 6,542,964 5,789,407 PROPERTY AND EQUIPMENT, net 2,582,410 2,755,981 PLEDGES RECEIVABLE, net of current portion 25,000 50,000 BENEFICIAL INTEREST IN PERPETUAL TRUSTS, net 184,500 821,719 Total assets 9,334,874$ 9,417,107$ CURRENT LIABILITIES Accounts payable and accrued expenses 247,737$ 164,358$ Accrued salaries and benefits 316,091 254,397 Deferred revenue 220,600 160,350 Refundable advances - 327,888 Total liabilities 784,428 906,993 NET ASSETS Without donor restriction 6,430,976 6,192,673 With donor restriction 2,119,470 2,317,441 Total net assets 8,550,446 8,510,114 Total liabilities and net assets 9,334,874$ 9,417,107$ ASSETS LIABILITIES AND NET ASSETS Marjaree Mason Center, Inc. See accompanying notes to financial statements. 6 Statement of Activities and Changes in Net Assets Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) Without Donor With Donor Total Restriction Restriction 2022 2021 REVENUES, GAINS, AND OTHER SUPPORT Grants and contracts 5,413,940$ -$ 5,413,940$ 5,153,180$ Contributions 1,531,957 1,413,587 2,945,544 3,003,763 In-kind donations 101,521 - 101,521 123,274 Special events 521,886 - 521,886 303,701 Program fees 145,948 - 145,948 184,990 Other income 14,700 - 14,700 42,897 Legacies and bequests 100,000 - 100,000 109,777 Emergency Housing and Assistance grant - - - 1,210,000 Loss on disposal of assets - - - (7,118) Net realized and unrealized (loss) gain in fair value of perpetual trusts - (85,438) (85,438) 54,522 Interest and dividend income, net 53,739 - 53,739 25,457 Net realized and unrealized (loss) gain in fair value of investments (555,060) - (555,060) 183,742 Total revenues, gains, and other support 7,328,631 1,328,149 8,656,780 10,388,185 NET ASSETS RELEASED FROM RESTRICTIONS Restrictions satisfied by payment of related expenses 1,526,120 (1,526,120) - - Total revenues, gains, and other support after net assets released from restrictions 8,854,751 (197,971) 8,656,780 10,388,185 EXPENSES Program services 6,592,236 - 6,592,236 6,078,802 Supporting services 1,222,750 - 1,222,750 924,362 Fundraising 768,309 - 768,309 575,795 Total expenses 8,583,295 - 8,583,295 7,578,959 CHANGES IN NET ASSETS 271,456 (197,971) 73,485 2,809,226 NET ASSETS, beginning of year 6,192,673 2,317,441 8,510,114 5,723,152 GRANT FUNDED ASSETS Contributions 85,086 - 85,086 132,519 Depreciation (118,239) - (118,239) (131,321) Disposals - - - (23,462) Changes in grant funded assets (33,153) - (33,153) (22,264) NET ASSETS, end of year 6,430,976$ 2,119,470$ 8,550,446$ 8,510,114$ Marjaree Mason Center, Inc. See accompanying notes to financial statements. 7 Statement of Functional Expenses Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) Advocacy and Total Emergency Rehousing Legal Other Program Supporting Services Services Assistance Programs Services Services Fundraising 2022 2021 Accounting and legal 25,427$ 13,663$ 1,505$ 4,098$ 44,693$ 31,242$ 294$ 76,229$ 48,563$ Advertising 149 399 - 3,661 4,209 3,872 9,060 17,141 12,489 Bad debt expense - - - - - - 2,500 2,500 - Bank charges - - - - - 88 - 88 891 Computer services 24,484 4,537 1,808 2,219 33,048 3,908 1,507 38,463 42,423 Conferences, conventions, and meetings 17,328 4,162 1,540 15,778 38,808 6,834 71,764 117,406 142,081 Depreciation 142,481 26,457 - - 168,938 14,119 - 183,057 180,824 Donated services and supplies 72,449 31,749 - - 104,198 3,864 - 108,062 123,086 Dues and subscriptions 10,776 600 1,273 902 13,551 7,678 6,163 27,392 20,752 Employee benefits 406,383 75,350 33,526 34,938 550,197 244,918 43,214 838,329 636,311 Equipment rental, repairs, and maintenance 287,784 100,531 17,103 13,624 419,042 27,966 79,988 526,996 532,527 Food 120,940 462 65 - 121,467 207 - 121,674 152,892 Insurance 43,003 5,484 1,061 1,230 50,778 22,129 680 73,587 68,245 Interest - - - - - 316 - 316 30,000 Miscellaneous 484 50 - 10 544 3,505 87 4,136 1,390 Office expense 10,440 2,034 580 1,856 14,910 40,296 3,832 59,038 44,375 Printing 1,402 4,714 419 16,987 23,522 858 36,916 61,296 35,653 Professional fees 54,055 8,556 2,157 32,282 97,050 119,642 178,915 395,607 274,259 Program supplies 918,013 432,612 11 39,092 1,389,728 4,561 31,508 1,425,797 1,406,256 Rent 128,340 15,913 1,097 14,306 159,656 3 17,775 177,434 184,262 Salaries 2,202,662 386,418 227,840 187,556 3,004,476 657,471 279,905 3,941,852 3,357,482 Security 105,593 1,101 - - 106,694 - - 106,694 10,922 Taxes and licenses 93 6,759 - - 6,852 17,111 - 23,963 121 Utilities 207,392 24,185 4,337 3,961 239,875 12,162 4,201 256,238 273,155 4,779,678$ 1,145,736$ 294,322$ 372,500$ 6,592,236$ 1,222,750$ 768,309$ 8,583,295$ 7,578,959$ Total Program Services Marjaree Mason Center, Inc. 8 See accompanying notes to financial statements. Statements of Cash Flows Years Ended September 30, 2022 and 2021 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Changes in net assets 73,485$ 2,809,226$ Adjustment to reconcile changes in net assets to net cash from operating activities: Depreciation 183,057 180,824 Bad debt expense 2,500 - Loss on disposal of assets - 7,118 Contribution of beneficial interest in perpetual trust - (572,905) Net realized and unrealized loss (gain) on investments and perpetual trusts 640,498 (238,264) Dividend income, reinvested (12,850) (16,974) Changes in operating assets and liabilities: Grants receivable 379,788 (229,017) Pledges receivable (11,485) 50,339 Other receivables (4,763) - Prepaid expenses (52,166) (12,453) Deposits (96,227) 13,527 Accounts payable and accrued expenses 83,379 (239,759) Accrued salaries and benefits 61,694 (61,292) Deferred revenue 60,250 71,450 Refundable advances (327,888) (672,112) Net cash from operating activities 979,272 1,089,708 CASH FLOWS FROM INVESTING ACTIVITIES Payments for construction in progress - (20,071) Purchase of property and equipment (42,639) (4,402) Proceeds from disposal of assets - 14,500 Proceeds from distribution of beneficial interest in perpetual trust 551,781 - Purchases of investments (2,350,847) (238,300) Proceeds from sale of investments 585,829 227,094 Net cash from investing activities (1,255,876) (21,179) NET CHANGES IN CASH AND CASH EQUIVALENTS (276,604) 1,068,529 CASH AND CASH EQUIVALENTS, beginning of year 2,856,348 1,787,819 CASH AND CASH EQUIVALENTS, end of year 2,579,744$ 2,856,348$ SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES In-kind contributions 101,521$ 123,274$ Assets placed in service from construction in progress -$ 70,759$ Marjaree Mason Center, Inc. 9 Notes to Financial Statements NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of activities – Marjaree Mason Center, Inc. (the “Organization”), a California nonprofit corporation, operates shelters for victims of domestic violence and their children, and provides counseling, education, and other related services in Fresno County and surrounding areas. The Organization receives funding for its programs and operations from a variety of governmental and community sources, including, but not limited to, the City of Fresno, the County of Fresno, U.S. Department of Housing & Urban Development, and the California Office of Emergency Services. Method of accounting – The Organization uses the accrual basis method of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently implemented pronouncement – On October 1, 2021, the Organization adopted Accounting Standards Update (“ASU”) 2020-07, Not-for-Profit Entities (Topic 958): Presentation and Disclosures by Not-for-Profit Entities for Contributed Nonfinancial Assets. This standard is intended to improve U.S. GAAP by increasing the transparency of contributed nonfinancial assets for not-for-profit (“NFP”) entities through enhancements to presentation and disclosure. The amendments in this update address certain stakeholders’ concerns about the lack of transparency about the measurement of contributed nonfinancial assets recognized by NFP’s, as well as the amount of those contributions used in an NFP’s programs and other activities. The standard is effective for annual periods beginning after June 15, 2021, and as such, the Organization adopted the new standard effective October 1, 2021, under a retrospective basis. The adoption of this standard did not have a significant impact on the Organization’s financial position, activities and change in assets, or cash flows. No changes were recorded to previously reported transactions as a result of the adoption. Revenue recognition – Contributions, legacies and bequests, and unconditional grants are recognized as support and revenues when they are received or unconditionally pledged. These contributions are shown as restricted support and revenues if they are subject to time or donor restrictions. Net assets with donor restrictions are reclassified to net assets without donor restrictions and reported in the statement of activities and changes in net assets as net assets released from restrictions when a stipulated time restriction ends, purpose restriction is accomplished, or both; however, contributions and grants with donor restrictions are reported as support and revenues without donor restrictions if the restriction is met in the same year that the gift is received. Conditional contributions are not recorded as support and revenues until the conditions are met. Payments classified as exchange transactions (reciprocal transfers between two entities in which goods and services of equal value is exchanged) are not recorded as other support and revenue until allowable expenditures are incurred. Special events revenue is recognized at a point in time when the event takes place. Amounts collected in advance of the event are deferred until the event is conducted. Marjaree Mason Center, Inc. Notes to Financial Statements 10 Program fees revenue is recognized at a point in time when the service takes place and consists of amounts collected for education and training program services provided to program participants. Grant arrangements have been evaluated and determined to be nonreciprocal, meaning the granting entity has not received a direct benefit in exchange for the resources provided. Instead, revenue is recognized as a conditional contribution—when the barrier to entitlement is overcome. The barrier to entitlement is considered overcome when expenditures associated with the grant are determined to be allowable and all other significant conditions of the grant are met. The largest of these grants supports the Organization’s emergency services and rehousing services programs to operate their shelters for victims of domestic violence and their children, and to provide counseling and educational services. Conditional grant revenue recognition – In accordance with Accounting Standards Codification (“ASC”) 958- 605, Not-for-Profit Entities—Revenue Recognition (“ASC 958-605”), for conditional grants, the Organization accounts for these grants initially as refundable advances until the conditions of the grant are substantially met. Classification of net assets – Net assets and revenues, expenses, gains, and losses are classified based on the existence or absence of donor-imposed restrictions as follows: Without donor restriction – Net assets not subject to use or time restrictions. A portion of these net assets may be designated by the Board of Directors for specific purposes. At September 30, 2022 and 2021, there were no board-designated net assets. With donor restriction – Defined as that portion of net assets that consist of a restriction on the specific use or the occurrence of a certain future event. Net assets with donor restriction represent amounts collected by the Organization to be spent on specific purposes or activities. Restrictions on net assets are usually met within a year of receiving the amount restricted. Cash and cash equivalents – For purposes of reporting the statements of cash flows, the Organization considers cash accounts, money market accounts, and certificates of deposits with original maturities of three months or less to be cash equivalents. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At September 30, 2022 and 2021, the Organization had approximately $1,943,000 and $2,785,000 uninsured cash balances, respectively. The Organization has not experienced any losses on those deposits and believes it is not exposed to any significant credit risk. Investments in marketable securities – Investments in marketable securities consist primarily of publicly traded mutual funds and common stock and are recorded at fair value. These investments are covered by the Securities Investor Protection Corporation up to $500,000 (including $250,000 of cash). Investment income and unrealized gains and losses, net of investment expenses, are reported in the statement of activities and changes in net assets. Marjaree Mason Center, Inc. Notes to Financial Statements 11 Grants receivable – The Organization utilizes the allowance of accounting for and reporting uncollectible or doubtful accounts. Management determines the allowance for doubtful accounts based on an analysis of specific customers, taking into consideration the age of the past due accounts and an assessment of the customer’s ability to pay. At September 30, 2022 and 2021, management considered all grants receivable balances to be fully collectible and, therefore, no allowance for doubtful accounts has been recorded. Grants receivable are written off when deemed uncollectible. Recoveries of grants receivable previously written off are recorded as income when received. The Organization grants credit to its customers, substantially all of which are government agencies (federal, state, and local) and generally requires no collateral from its customers. Contributions and pledges receivable – Unconditional contributions, including pledges to give at estimated net realizable value, are recognized as revenue in the period received. The Organization reports conditional contributions as with donor restriction support if they are received with donor stipulations that limit the use of the donated assets. Pledges receivable at September 30, 2022 and 2021, amounted to $184,952 and $173,467, respectively. Property and equipment – According to the Organization’s policy, property and equipment acquisitions over $2,500 are capitalized. Purchased property and equipment is capitalized at cost, donated property and equipment is recorded at fair value. The Organization does not imply restrictions on the use of contributed property and equipment received without donor stipulations. Expenditures that increase the life of the related assets are capitalized. Repairs and maintenance, including planned major maintenance activities, are charged to operations when incurred. Leasehold improvements are depreciated over the lesser of the remaining lease agreement or the estimated useful life. Depreciation is computed using the straight-line method over the following estimated useful lives: Buildings and land improvements 5–40 years Furnishings, equipment, and vehicles 5–10 years Property and equipment purchased with federal funds is subject to various usage, maintenance, and disposition provisions of the Uniform Guidance, as well as any additional provisions established by the funding agency. Deferred revenue – Deferred revenue represents special event revenues received by the Organization in advance of the event’s occurrence and grant monies billed but not yet received or earned. In-kind contributions – Contributions of noncash assets are utilized by the Organization in providing services and are recorded at their fair values in the period received. Contributions of noncash assets received for fundraising events (such as catering, entertainment, etc.) are not recorded in the accompanying financial statements. In addition, contributions of noncash assets to be sold at fundraising events by the Organization are recorded at the time of sale. Contributions of donated services that create or enhance nonfinancial assets or require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation, are recorded at their fair values in the period received. Marjaree Mason Center, Inc. Notes to Financial Statements 12 A number of unpaid volunteers have made significant contributions of their time to the Organization. However, the value of these services is not reflected in the accompanying financial statements because U.S. GAAP do not allow for the recognition of nonspecialized services. The values of professional services provided by trained volunteers are recorded in the accompanying financial statements (see Note 12). Advertising costs – Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred. The costs of direct-response advertising are capitalized and amortized over the period during which future benefits are expected to be received. For the years ended September 30, 2022 and 2021, advertising costs expensed amounted to $17,141 and $12,489, respectively; no costs were capitalized. Allocation of expenses – The costs of providing various programs and activities have been summarized on a functional basis in the statements of activities and changes in net assets and functional expenses. During the year, such costs are accumulated into separate groupings as either “direct” or “indirect.” Indirect or shared costs are allocated among program and support services by a method that best measures the relative degree of benefit, such as square footage, hours worked, and employee headcount. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Fundraising expenses – Costs of acquiring or applying for a contract or grant are categorized as indirect expenses and not separately stated as fundraising expenses. Fundraising expenses are expensed as incurred. Revenue from fundraising events is recognized in the period in which the event takes place. Income taxes – The Organization is a tax-exempt corporation under Section 501(c)(3) of the Internal Revenue Code and section 23701(d) of the State of California Corporate Code. The Organization is subject to taxation on any unrelated business income. Uncertain tax positions – The Organization recognizes the effect of income tax provisions only if those positions are more likely than not of being sustained. The Organization does not believe its financial statements include any uncertain tax positions. Summarized comparative information – The accompanying financial statements include certain prior-year comparative information in summarized form without net asset class detail or functional expense allocation detail. Such information does not include sufficient detail to constitute a presentation in conformity with U.S. GAAP. Accordingly, such information should be read in conjunction with the Organization’s financial statements for the prior year ended September 30, 2021, from which the summarized information was derived. Marjaree Mason Center, Inc. Notes to Financial Statements 13 NOTE 2 – INVESTMENTS IN MARKETABLE SECURITIES Investments in marketable securities consisted of the following at September 30: 2022 2021 Mutual funds: Columbia Ultra Short Term Bond CLA 248,700$ -$ Pioneer Multi Asset Ultrashort Income CLA 247,538 - Fidelity Advisor Short Term Bond CLA 237,168 - CVCF Social Impact Pooled Investment 208,165 69,828 JP Morgan Equity Income CLI 165,952 120,697 Columbia Disciplined Cor Instl Cl 124,546 131,218 PGIM Floating Rate Income CL Z 120,284 - MFS Total Return Bond CLI 117,483 96,157 Columbia Strategic Income CLZ 114,580 93,464 AB High Income Advisor CL 107,985 91,806 Fidelity Advisor Strategic Income CLI 104,686 84,265 Mainstay CBRE Global Infra CLI 98,696 47,597 Brandywineglobal Global Opptys Bond CL I 91,280 95,466 Janus Henderson High Yield CLI 85,366 72,590 BNY Mellon Global Real Return CLI 75,784 - Blackstone Alt Multi Strategy CLI 75,766 - Columbia Select Global Equity 74,734 70,657 Western Asset Core Plus Bond CLI 73,814 64,899 BNY Mellon International Bond CLI 58,639 - Federated Hermes Strategic Value 52,439 - Janus Henderson Global Real Estate CLI 52,335 47,704 Columbia Seligman Global Technology CLZ 42,715 37,942 Invesco Balanced Risk Alloc CLY 40,230 36,386 Delaware Small Cap Core CLI 40,210 - Transamerica Intl Equity CLI 39,858 37,184 AB Sustainable Global Thematic Advisor CL 36,055 33,932 Janus Henderson Global Life Sciences CLI 27,385 21,839 Columbia Strategic Income CLZ 10,951 6,377 MFS Conservative ALLOC CLI - 99,622 Fidelity Advisor New Market Income CLI - 58,719 Matthews Asia Dividend Investor CL - 57,499 Dreyfus Intl bond CLI - 53,231 JPMorgan Core Bond CL I - 45,063 Total mutual funds 2,773,344 1,574,142 Exchange-traded funds: SPDR S&P 500 ETF 102,133 82,943 Money market fund: Ameriprise Insured Money Market 7,344 2,928 Total investments in marketable securities 2,882,821$ 1,660,013$ Marjaree Mason Center, Inc. Notes to Financial Statements 14 During the years ended September 30, 2022 and 2021, dividend income reinvested into mutual funds was approximately $13,000 and $17,000, respectively. During the years ended September 30, 2022 and 2021, net realized and unrealized (loss) and gain was $(555,060) and $183,742, respectively. During the years ended September 30, 2022 and 2021, proceeds from the sales of investments were $585,829 and $227,094, respectively. NOTE 3 – FAIR VALUE MEASUREMENTS The Organization’s investments are reported at fair value in the accompanying statements of financial position. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Organization believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The fair value measurement accounting literature establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. The Organization uses appropriate valuation techniques based on the available inputs to measure the fair value of its investments. When available, the Organization measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. The Organization had no assets or liabilities measured using Level 2 or Level 3 inputs. The three levels of the fair value of hierarchy are described below: Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Organization has the ability to access. Level 2 – Inputs to the valuation methodology include: • Quoted market prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in inactive markets; • Inputs other than quoted prices that are observable for the asset or liability; and • Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 1 fair value measurements – The fair value of mutual funds and exchange traded finds are based on quoted prices in active markets for identical assets. Marjaree Mason Center, Inc. Notes to Financial Statements 15 Investments held at net asset value – Beneficial interests in perpetual trusts are valued at the pro-rata ownership percentage of the net asset value (“NAV”) of the private investment. The NAV is based on the underlying assets in the trust, which consist of common stocks and mutual funds. The use of NAV as fair value is deemed appropriate as the private investments do not have finite lives, unfunded commitments relating to these types of investments, or significant restrictions on redemptions. Accounting standards allow for the use of a practical expedient for the estimations of the fair value of investment companies or private investments for which the investment does not have a readily determinable fair value. The practical expedient used by the Organization to value these investments is the NAV. In some instances, the NAV may not equal the fair value that would be calculated under fair value accounting standards. The following table sets forth by level, within the fair value hierarchy, the Organization’s assets measured at fair value on a recurring basis as of September 30, 2022: Investments Held Level 1 Level 2 Level 3 at NAV Total Mutual funds: Blended Bond 1,379,081$ -$ -$ -$ 1,379,081$ Domestic Stock 538,873 - - - 538,873 International Bond 225,684 - - - 225,684 Blended Asset 116,013 - - - 116,013 Blended Stock 388,162 - - - 388,162 Domestic Bond 125,531 - - - 125,531 Total mutual funds 2,773,344 - - - 2,773,344 Exchange-traded funds 102,133 - - - 102,133 Money market funds 7,344 - - - 7,344 Beneficial interest in perpetual trusts - - - 184,500 184,500 Total assets at fair value $ 2,882,821 -$ -$ 184,500$ $ 3,067,321 Fair Value Measurements The following table sets forth by level, within the fair value hierarchy, the Organization’s assets measured at fair value on a recurring basis as of September 30, 2021: Investments Held Level 1 Level 2 Level 3 at NAV Total Mutual funds: Blended Bond 488,712$ -$ -$ -$ 488,712$ Domestic Stock 328,120 - - - 328,120 International Bond 207,416 - - - 207,416 Blended Asset 136,008 - - - 136,008 Blended Stock 262,923 - - - 262,923 Domestic Bond 93,464 - - - 93,464 International Stock 57,499 - - - 57,499 Total mutual funds 1,574,142 - - - 1,574,142 Exchange-traded funds 82,943 - - - 82,943 Money market funds 2,928 - - - 2,928 Beneficial interest in perpetual trusts - - - 821,719 821,719 Total assets at fair value $ 1,660,013 -$ -$ 821,719$ $ 2,481,732 Fair Value Measurements The Organization’s policy is to recognize transfers into and out of Levels 2 and 3 inputs as of the date of the event or change in circumstances that caused the transfer. For the years ended September 30, 2022 and 2021, there were no significant transfers into or out of Level 2 or Level 3 inputs. Marjaree Mason Center, Inc. Notes to Financial Statements 16 NOTE 4 – GRANTS RECEIVABLE Grants receivable consisted of the following at September 30: 2022 2021 California Office of Emergency Services 259,984$ 203,714$ County of Fresno 137,336 122,587 U.S. Department of Housing and Urban Development 129,623 513,142 FEMA 44,916 68,798 City of Fresno 38,237 64,209 Westcare 18,019 30,722 Fresno Unified 8,345 - Madera County 4,230 3,231 Saint Agnes Hospital - 16,575 640,690$ 1,022,978$ NOTE 5 – PLEDGES RECEIVABLE Pledges receivable consisted of the following at September 30: 2022 2021 Pledges receivable in less than one year 159,952$ 123,467$ Pledges receivable in one to five years 25,000 50,000 184,952$ 173,467$ NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at September 30: 2022 2021 Building and land improvements 4,990,873$ 4,928,826$ Leasehold improvements 94,546 94,546 Equipment 93,946 65,258 Buildings 660,387 660,387 Furniture and fixtures 47,748 47,748 Vehicles 247,470 210,480 Land 29,064 29,064 6,164,034 6,036,309 Less: accumulated depreciation (3,581,624) (3,280,328) 2,582,410$ 2,755,981$ The Organization incurred depreciation expense of $301,296 and $312,145 for the years ended September 30, 2022 and 2021, respectively. Marjaree Mason Center, Inc. Notes to Financial Statements 17 NOTE 7 – BENEFICIAL INTEREST IN PERPETUAL TRUSTS Beneficial interest in perpetual trusts consisted of the Organization’s percentage interest in three separate perpetual trusts accounted for as split-interest agreements. The Organization values its interest in these trusts based on the fair value of each trust’s underlying assets. Balances consisted of the following at September 30: 2022 2021 Burks’ Trust (5% interest)175,598$ 207,186$ Nine Trust (5% interest)8,902 11,484 Rea's Trust (10% interest)70,276 603,049 254,776 821,719 Less: allowance for beneficial interest in perpetual trusts (70,276) - 184,500$ 821,719$ During the years ended September 30, 2022 and 2021, the Organization’s portion of unrealized (loss) and gain were $(15,162) and $54,522, respectively. During the year ended September 30, 2022, the Organization received a distribution from the Rea’s Trust in the amount of $551,781. No distributions were received during the year ended September 30, 2021. At September 30, 2022, beneficial interest in perpetual trusts was shown net of an allowance of $70,276. No allowance was recorded at September 31, 2021. NOTE 8 – REFUNDABLE ADVANCES The Organization was awarded a grant from the Anthem Blue Cross Foundation, LLC in the amount of $200,000 to help fund routine prenatal care, maternal health education, and wellness checks during pregnancy for victims of domestic violence as part of the Maternal Health Program. In accordance with ASC 958-605 for conditional grants, the Organization is accounting for this grant as a refundable advance until the conditions of the grant are substantially met. At September 30, 2022, $- of the refundable advance was remaining, the Organization met the remaining requirements of the conditional grant. The Organization was awarded a grant from the City of Fresno in the amount of $500,000 for emergency shelter needs for domestic survivors related to the novel coronavirus (“COVID-19”) pandemic. In accordance with ASC 958-605 for conditional grants, the Organization is accounting for this grant as a refundable advance until the conditions of the grant are substantially met. At September 30, 2021, $327,888 of the refundable advance was remaining. The Organization met the remaining requirements of the conditional grant during the year ended September 30, 2022. Marjaree Mason Center, Inc. Notes to Financial Statements 18 The Organization was awarded a grant from the State of California Emergency Housing and Assistance Program (“EHAP”) for renovation of an emergency shelter in Fresno in the amount of $1,000,000. In accordance with ASC 958-605 for conditional grants, the Organization accounted for this grant as a refundable advance until the conditions of the grant were substantially met. Repayment is deferred as long as the property was used as an emergency shelter or transitional housing for 7 years. If the condition is not met, the Organization must pay the amount back with a 3% rate of interest, per annum. Accrued interest totaled $210,000 at September 30, 2021. As the Organization substantially met the conditions, the amount is reported as grant revenue in the amount of $1,210,000 as of September 30, 2021. NOTE 9 – OBLIGATIONS UNDER OPERATING LEASES The Organization leases office equipment and property, which require certain minimum annual rental payments. The leases vary in terms and expire between December 2022 and March 2066. For the year ended September 30, 2022, total office equipment and property lease expenses were $110,143 and $153,576, respectively. For the year ended September 30, 2021, total office equipment and property lease expenses were $50,571 and $148,922, respectively. The future annual minimum lease payments under long-term contractual obligations at September 30, 2022, are as follows: Years Ending September 30, 2023 62,407$ 2024 32,632 2025 32,632 2026 16,169 2027 100 Thereafter 3,900 147,840$ Marjaree Mason Center, Inc. Notes to Financial Statements 19 NOTE 10 – NET ASSETS WITH DONOR RESTRICTION Amounts received from various donors for specific purposes are net assets with donor restriction that have been spent for their specified purposes. Net assets with donor restriction consisted of the following at September 30: 2022 2021 Bullard site 1,178,296$ -$ Shelter, food, and supplies for clients and children 493,801 598,186 Beneficial trusts 184,500 821,719 Clovis shelter 137,457 155,262 Programs and counseling 114,151 652,689 Auto and facilities maintenance 6,905 18,180 Education and outreach 4,360 70,528 Reedley facility - 877 2,119,470$ 2,317,441$ Net assets released from restriction during the years ended September 30, 2022 and 2021, totaled $1,526,120 and $803,638, respectively. NOTE 11 – RETIREMENT PLAN The Organization established a 401(k) Retirement Plan covering all active, full-time employees aged 21 or older. Matching contributions of $46,939 and $12,210 were made during the years ended September 30, 2022 and 2021, respectively. NOTE 12 – IN-KIND DONATIONS In-kind donations consisted of the following for the years ended September 30: 2022 2021 Trained volunteers 57,951$ 75,112$ Fresno, Clovis, and Reedley shelters 12,120 17,162 Meathead Movers 31,000 31,000 Donated meals 450 - 101,521$ 123,274$ The Organization’s policy related to in-kind donations is to utilize the assets given to carry out the mission of the Organization. If an asset is provided that does not allow the Organization to utilize it in its normal course of business, the asset will be sold at its fair market value as determined by appraisal or specialist depending on the type of asset. Marjaree Mason Center, Inc. Notes to Financial Statements 20 The Organization was provided professional clinical services at no cost to service the individuals in their shelters and other programs. Based on current market rates for these services, the Organization would have paid $70,071 and $92,274 for the years ended September 30, 2022 and 2021, respectively. The Organization was provided discretionary moving services from Meathead Movers to support victims of domestic violence in Fresno County. Based on current market rates for these services, the Organization would have paid $31,000 for each of the years ended September 30, 2022 and 2021. All in-kind donations received by the Organization for the years ended September 30, 2022 and 2021, were considered without donor restrictions and able to be used by the Organization as determined by the board of directors and management. NOTE 13 – CONTINGENCIES AND CONCENTRATIONS Federal, state, and local grants – Amounts received from grant agencies are subject to audit and adjustment by grantor agencies, principally the state and federal government. Any disallowed claims, including amounts already collected, may constitute a liability of the Organization. There are no pending audits or proposed adjustments currently. Economic dependency – The Organization receives a majority of its funding through various programs and contracts with federal, state, local, and private agencies. Grants and contracts for the years ended September 30, 2022 and 2021, comprise approximately 76% and 62%, respectively, of total revenue without donor restriction. The following is a summary of total grants and contracts received by granting and contracting agency for the year ended September 30, 2022: Granting and Contracting Agency Amount Percentage Department of Housing and Urban Development 1,625,075$ 30.02% California Office of Emergency Services 1,449,206 26.77% City of Fresno 959,955 17.73% County of Fresno 821,887 15.18% Other contracts 296,731 5.48% Federal Emergency Management Agency 94,916 1.75% Fresno Unified School District 85,345 1.58% Madera District 28,908 0.53% Westcare 27,062 0.50% Saint Agnes Hospital 24,855 0.46% 5,413,940$ 100.00 Marjaree Mason Center, Inc. Notes to Financial Statements 21 The following is a summary of total grants and contracts received by granting and contracting agency for the year ended September 30, 2021: Granting and Contracting Agency Amount Percentage Department of Housing and Urban Development 1,423,373$ 27.62% California Office of Emergency Services 1,343,913 26.08% City of Fresno 970,792 18.84% County of Fresno 951,690 18.47% Other contracts 178,747 3.47% Fresno Unified School District 77,000 1.49% California Partnership to End Domestic Violence 71,250 1.38% Federal Emergency Management Agency 68,798 1.34% Saint Agnes Hospital 33,145 0.64% County of Madera 18,823 0.37% Westcare 15,649 0.30% 5,153,180$ 100.00 NOTE 14 – LIQUIDITY AND FUNDS AVAILABLE Financial assets available to meet cash needs for general expenditures within one year as of September 30, 2022, are as follows: Financial assets: Cash and cash equivalents 2,579,744$ Investments in marketable securities 2,882,821 Grants receivable 640,690 Other receivables 4,763 Pledges receivable 184,952 Financial assets at September 30, 2022 6,292,970 Less those unavailable for general expenditure within one year, due to: Noncurrent portion of pledges receivable (25,000) Financial assets available to meet cash needs for general expenditures within one year 6,267,970$ The Organization’s spending policy is to structure its financial assets to be available for operations, capital assets, and opportunities to enhance the Organization’s mission. The Organization has certain donor-restricted net assets that are available for general expenditures within one year of September 30, 2022, because the restrictions on the net assets are expected to be met by conducting the normal activities of the programs in the coming year. Marjaree Mason Center, Inc. Notes to Financial Statements 22 NOTE 15 – SUBSEQUENT EVENTS Subsequent events are events or transactions that occur after the statement of financial position date, but before financial statements are available to be issued. The Organization recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the statement of financial position, including the estimates inherent in the process of preparing the financial statements. The Organization’s financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the statement of financial position, but arose after the statement of financial position date and before financial statements are available to be issued. The Organization has evaluated subsequent events through January 16, 2023, which is the date the financial statements were available to be issued, and determined the following event required disclosure: On December 3, 2021, the Organization signed a purchase and sale agreement with an unrelated party to purchase a building to replace the Organization’s current administration building and Fresno shelter. The total purchase price of the building is $7,000,000. On December 6, 2021, escrow was opened, and due diligence was started. The purchase was delayed due to a City of Fresno zoning contract with limitations of the building purpose. The zoning contract was lifted during the summer 2022, which initiated the due diligence process again. On December 13, 2022, the Organization closed on the purchase. The Organization obtained a promissory note payable to an unrelated party in the amount of $2,000,000, including interest at a rate of 4.10% per annum, with principal and accrued interest payable at maturity on December 13, 2023. The remaining balance on the purchase was made with $2,700,000 of cash and $2,300,000 of an in-kind donation. Supplementary Information Marjaree Mason Center, Inc. 24 See notes to schedule of expenditures of federal awards. Schedule of Expenditures of Federal Awards Year Ended September 30, 2022 Federal Grantor/Pass-through Grantor/Program Title Federal Assistance Listing Number Pass-through Entity Identifying Number Federal Expenditures Community Development Block Grants - Entitlement Grants Cluster U.S. Department of Housing and Urban Development Passed through the County of Fresno Community Development Block Grant 14.218 A-21-313 37,484$ Passed through the City of Fresno Community Development Block Grant 14.218 N/A 50,616 Total Community Development Block Grants - Entitlement Grants Cluster 88,100 Continuum of Care Program U.S. Department of Housing and Urban Development Direct award HUD Clovis - Supportive Housing 14.267 CA0974L9T142007 154,272 HUD Clovis - Supportive Housing 14.267 CA0974L9T142108 75,555 HUD Welcome Home 14.267 CA1480L9T141904 7,251 HUD Welcome Home 14.267 CA1185L9T142108 66,529 HUD Welcome Home 2 14.267 CA1410L9T142005 129,184 HUD Welcome Home 2 14.267 CA1410L9T142106 21,205 HUD Welcome Home 3 14.267 CA1480L9T142005 138,027 HUD Welcome Home 3 14.267 CA1480L9T142106 38,293 HUD Coordinated Entry 14.267 CA1762D9T142002 350,270 HUD Coordinated Entry 14.267 CA1762D9T1142103 37,742 HUD Coordinated Entry 2 14.267 CA1854L9141900 65,446 HUD Coordinated Entry 2 14.267 CA1854L9T142102 395,214 HUD Safe and Sound 14.267 CA1764D9T142002 146,087 Total Continuum of Care Program 1,625,075 Emergency Solutions Grant U.S. Department of Housing and Urban Development Passed through the City of Fresno Emergency Solutions Grant 14.231 N/A 95,473 Total U.S. Department of Housing and Urban Development 1,808,648 Crime Victim Assistance U.S. Department of Justice Passed through the California Office of Emergency Services Domestic Violence Assistance Program 16.575 DV20341257 65,000 Domestic Violence Assistance Program 16.575 DV20341257 118,513 Unserved/Underserved Victim Advocacy 16.575 UV20031257 8,597 Unserved/Underserved Victim Advocacy 16.575 UV21041257 41,802 Unserved/Underserved Victim Advocacy 16.575 UV21041257 78,040 Housing First 16.575 XD20031257 54,392 Housing First 16.575 XD2031257 238,387 Transitional Housing - FSP 16.575 XH20031257 46,900 Transitional Housing - FSP 16.575 XH21041257 147,876 Total Crime Victim Assistance 799,507 Violence Against Women Formula Grants U.S. Department of Justice Passed through the California Office of Emergency Services Teen Dating Violence 16.588 TV20051257 18,656 Total U.S. Department of Justice 818,163 Emergency Food and Shelter National Board U.S. Department of Homeland Security Direct Award Emergency Food and Shelter National Board Program 97.024 21 94,916 Total U.S. Department of Homeland Security 94,916 Family Violence Prevention & Services U.S. Department of Health and Human Services Passed through the California Office of Emergency Services Domestic Violence Assistance Program 93.671 DV20341257 119,701 Total U.S. Department of Health and Human Services 119,701 Coronavirus Relief Fund U.S. Department of Treasury Passed through the City of Fresno COVID-19 - City Cares 21.019 N/A 300,000 COVID-19 - City Cares 21.019 N/A 327,889 Total Coronavirus Relief Fund and U.S. Department of Treasury 627,889 Total Expenditures of Federal Awards 3,469,317$ Marjaree Mason Center, Inc. 25 Notes to Schedule of Expenditures of Federal Awards Year Ended September 30, 2022 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation – The accompanying schedule of expenditures of federal awards (the “Schedule”) includes the federal grant activity of Marjaree Mason Center, Inc. (the “Organization”), under programs of the federal government for the year ended September 30, 2022. The information in the Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Uniform Guidance”). Because the Schedule presents only a selected portion of the operations of the Organization, it is not intended to and does not present the financial position, changes in net assets, or cash flows of the Organization. Relationship to financial reports – Information included in the accompanying Schedule is in substantial agreement with the information reported in the related financial reports for major programs. Program costs – Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. Negative amounts shown on the Schedule represent adjustments or credits made in the normal course of business to amounts reported as expenditures in prior years. Subrecipients – The Organization does not pass through funds to subrecipients. NOTE 2 – INDIRECT COSTS The Organization has elected to use the 10-percent de minimis indirect cost rate allowed under the Uniform Guidance as described in 2 CFR 200.414. Single Audit Reports 27 Report of Independent Auditors on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards The Board of Directors Marjaree Mason Center, Inc. We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Marjaree Mason Center, Inc., which comprise the statement of financial position for the year ended September 30, 2022, the related statements of activities and changes in net assets, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements, and have issued our report thereon dated January 16, 2023. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered Marjaree Mason Center, Inc.’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control. Accordingly, we do not express an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of Marjaree Mason Center, Inc.’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified. 28 Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether Marjaree Mason Center, Inc.’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Marjaree Mason Center, Inc.’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Fresno, California January 16, 2023 29 Report of Independent Auditors on Compliance for the Major Federal Program and Report on Internal Control over Compliance Required by the Uniform Guidance The Board of Directors Marjaree Mason Center, Inc. Report on Compliance for the Major Federal Program Opinion on the Major Federal Program We have audited Marjaree Mason Center, Inc.’s compliance with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on Marjaree Mason Center Inc.’s major federal program for the year ended September 30, 2022. Marjaree Mason Center, Inc.’s major federal program is identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs. In our opinion, Marjaree Mason Center, Inc. complied, in all material respects, with the compliance requirements referred to above that could have a direct and material effect on its major federal program for the year ended September 30, 2022. Basis for Opinion on the Major Federal Program We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (Government Auditing Standards); and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report. We are required to be independent of Marjaree Mason Center, Inc. and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for the major federal program. Our audit does not provide a legal determination of Marjaree Mason Center, Inc.’s compliance with the compliance requirements referred to above. Responsibilities of Management for Compliance Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to Marjaree Mason Center, Inc.’s federal programs. 30 Auditor’s Responsibilities for the Audit of Compliance Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on Marjaree Mason Center, Inc.’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material, if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about Marjaree Mason Center, Inc.’s compliance with the requirements of the major federal program as a whole. In performing an audit in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding Marjaree Mason Center, Inc.’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. • Obtain an understanding of Marjaree Mason Center, Inc.’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control over compliance. Accordingly, no such opinion is expressed. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit. Other Matters The results of our auditing procedures disclosed one instance of noncompliance which is required to be reported in accordance with the Uniform Guidance and which is described in the accompanying schedule of findings and questioned costs as item 2022-001. Our opinion on the major federal program is not modified with respect to this matters. Government Auditing Standards requires the auditor to perform limited procedures on Marjaree Mason Center, Inc.’s response to the noncompliance finding identified in our compliance audit described in the accompanying schedule of findings and questioned costs. Marjaree Mason Center, Inc.’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. 31 Report on Internal Control over Compliance Our consideration of internal control over compliance was for the limited purpose described in the Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance and therefore, material weaknesses or significant deficiencies may exist that were not identified. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, as discussed below, we did identify a deficiency in internal control over compliance that we consider to be a significant deficiency. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. We consider the deficiency in internal control over compliance described in the accompanying schedule of findings and questioned costs as item 2022-001, to be a significant deficiency. Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed. Government Auditing Standards requires the auditor to perform limited procedures on Marjaree Mason Center, Inc.’s response to the internal control over compliance finding identified in our compliance audit described in the accompanying schedule of findings and questioned costs. Marjaree Mason Center, Inc.’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Fresno, California January 16, 2023 Marjaree Mason Center, Inc. 32 Schedule of Findings and Questioned Costs Year Ended September 30, 2022 FINANCIAL STATEMENTS Type of auditor's report issued on whether the financial statements audited were prepared in accordance with GAAP: Internal control over financial reporting: Material weakness(es) identified?Yes X No Significant deficiency(ies) identified?Yes X None reported Noncompliance material to financial statements noted?Yes X No FEDERAL AWARDS Internal control over major federal programs: Material weakness(es) identified?Yes X No Significant deficiency(ies) identified?X Yes None reported Any audit findings disclosed that are required to be reported in accordance with section 2 CFR 200.516(a)?X Yes No Identification of Major Federal Program and Type of Auditor's Report Issued on Compliance for the Major Federal Program Name of Federal Program/Cluster Continuum of Care Program Unmodified Dollar threshold used to distinguish between Type A and Type B programs: Auditee qualified as low-risk auditee?X Yes No None reported. Section I – Summary of Auditor's Results Section II –– Financial Statement Findings $750,000 Unmodified Type of Auditor's Report Issued on Compliance for the Major Federal Program 14.267 Federal Assistance Listing Number Marjaree Mason Center, Inc. Schedule of Findings and Questioned Costs (Continued) Year Ended September 30, 2022 33 Section III – Federal Award Findings and Questioned Costs Finding 2022-001: Department of Housing and Urban Development - Continuum of Care Program - Assistance Listing No. 14.267; Grant period: Year Ended December 31, 2022. Criteria –In accordance with 2 CFR 200.320(a)(2)(i), participants are required to perform an appropriate form of competition in their procurement process if purchases are within the small purchase threshold. Condition – Management did not perform an appropriate form of competition for a purchase made within the small purchase threshold. Questioned costs – There are known questioned costs of $36,990 representing the reimbursements claimed for the vendor during the audit period. No likely questioned costs are noted. Context – Inspection of procurement documentation showed one out of two vendors subjected to sampling required an adequate number of price or rate quotations from qualified sources to be obtained and assessment to be performed in accordance with the small purchase threshold of 2 CFR 200.320(a)(2)(i). Price or rate quotations were obtained,but not formally documented and a formal assessment was not performed.Of the $1,625,075 of total Continuum of Care reimbursements claimed during the year, $96,702 of reimbursements are subject to this procurement requirement, including the known questioned costs of $36,990. Effect –By not obtaining price or rate quotations from qualified sources, this could result in the utilization of an unqualified vendor, an overspending of grant funding, and questioned costs. Cause – Management obtained rate quotations from an adequate number of vendors,but did not retain sufficient documentation and did not perform a formal assessment to proceed with the purchase. Repeat finding – N/A Recommendation –We recommend management implement a control to ensure sufficient documentation is retained during the procurement of all vendors being reimbursed by federal awards and ensure compliance with the Uniform Guidance and other applicable procurement standards. Management's response – Management will ensure to retain sufficient documentation when obtaining quotes from similar vendors and performing a documented analysis of services and corresponding costs for the fiscal year 2022–23 and every year going forward. Other Information Marjaree Mason Center, Inc. 35 Combining Schedule of Revenue, Support, and Expenses – Unaudited Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) California Contributions, Housing and Office of County Program County of Urban Emergency Marriage Family City of Fees, and Total Fresno Development Services License Fees Stabilization Fresno Other 2022 2021 REVENUES, GAINS, AND OTHER SUPPORT Grants and contracts 69,431$ 1,625,075$ 1,449,206$ 175,885$ 690,245$ 928,007$ 476,091$ 5,413,940$ 5,153,180$ Contributions - - - - - - 2,945,544 2,945,544 3,003,763 In-kind donations - - - - - - 101,521 101,521 123,274 Special events - - - - - - 521,886 521,886 303,701 Program fees - - - - - - 145,948 145,948 184,990 Other income - - - - - - 14,700 14,700 42,897 Legacies and bequests - - - - - - 100,000 100,000 109,777 Emergency Housing and Assistance grant - - - - - - - - 1,210,000 Loss on disposal of assets - - - - - - - - (7,118) Net realized and unrealized loss (gain) in fair value of perpetual trusts - - - - - - (85,438) (85,438) 54,522 Interest and dividend income - - - - - - 53,739 53,739 25,457 Net realized and unrealized (loss) gain in fair value of investments - - - - - - (555,060) (555,060) 183,742 Total revenues, gains, and other support 69,431 1,625,075 1,449,206 175,885 690,245 928,007 3,718,931 8,656,780 10,388,185 EXPENSES Accounting and legal - 4,093 4,940 12,548 - - 54,648 76,229 48,563 Advertising - - 149 - - - 16,992 17,141 12,489 Bad debt expense - - - - - - 2,500 2,500 - Bank charges - - - - - - 88 88 891 Computer services - 4,430 1,893 11,364 745 - 20,031 38,463 42,423 Conferences, conventions, and meetings 1,323 9,430 1,985 17 1,513 - 103,138 117,406 142,081 Depreciation - - - - - - 183,057 183,057 180,824 Donated services and supplies - - - - - - 108,062 108,062 123,086 Dues and subscriptions - 656 1,294 - - - 25,442 27,392 20,752 Employee benefits 3,690 175,215 123,552 1,000 91,188 47,155 396,529 838,329 636,311 Equipment rental, repairs, and maintenance 2,217 135,567 64,342 37,597 20,462 23,860 242,951 526,996 532,527 Food 3,925 367 741 1,550 94 37,593 77,404 121,674 152,892 Insurance - 5,722 9,678 42,112 - - 16,075 73,587 68,245 Interest - - - - - - 316 316 30,000 Miscellaneous - - - - - - 4,136 4,136 1,390 Office expense 27 314 2,028 3,106 1,888 26 51,649 59,038 44,375 Printing - 6,222 419 247 130 - 54,278 61,296 35,653 Professional fees - 10,862 20,147 4,627 250 - 359,721 395,607 274,259 Program supplies 27,335 248,945 393,769 516 583 474,106 280,543 1,425,797 1,406,256 Rent 7,200 25,610 24,332 3,009 66,418 - 50,865 177,434 184,262 Salaries 23,552 956,950 690,727 - 479,869 269,884 1,520,870 3,941,852 3,357,482 Security - 1,101 12,929 87 564 51,413 40,600 106,694 10,922 Taxes and licenses - 6,759 - 93 - - 17,111 23,963 121 Utilities 162 32,832 96,281 2,346 26,541 23,970 74,106 256,238 273,155 Total expenses 69,431 1,625,075 1,449,206 120,219 690,245 928,007 3,701,112 8,583,295 7,578,959 CHANGES IN NET ASSETS -$ -$ -$ 55,666$ -$ -$ 17,819$ 73,485$ 2,809,226$ Exhibit D Google Maps � � � � ... �= g � i i Ii • t I = • � � I lI1 1600 M St z � � .I( % J· I I .,. � 2 � 1 ,. i ,I � � t � rn, " ,t "�i ! 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Gong-le .,7,. ,,-, I OWN .#�,t Smart & Final " q :E lillbt,1,--uJ � ... . ..,.. ... ·-· ii-� Ullil ' ., Cali Smoke! Map data ©2020 Google 1000 ft.._ ____ __, Exhibit E 2/2/23, 10:12 AM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/1/2 Marjaree Mason Center Inc. EIN: 94-1156639 | Fresno, California, United States Other Names MARJAREE MASON CENTER INC Publication 78 Data Organizations eligible to receive tax-deductible charitable contributions. Users may rely on this list in determining deductibility of their contributions. On Publication 78 Data List: Yes Deductibility Code: PC Copies of Returns (990, 990-EZ, 990-PF, 990- T) Electronic copies (images) of Forms 990, 990-EZ, 990-PF or 990-T returns filed with the IRS by charities and non-profits. Tax Year 2021 Form 990 Tax Year 2019 Form 990 Tax Year 2018 Form 990 Tax Year 2017 Form 990 Tax Year 2016 Form 990 2/2/23, 10:12 AM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/2/2 Tax Year 2015 Form 990 Poverello House Part B - EXHIBIT D Prior Year Audited Financial Statement FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2021 AND 2020 POVERELLO HOUSE FRESNO, CALIFORNIA SEPTEMBER 30, 2021 AND 2020 TABLE OF CONTENTS Page INDEPENDENT AUDITOR’S REPORT ......................................................................................................... 1 FINANCIAL STATEMENTS: STATEMENTS OF FINANCIAL POSITION ......................................................................................... 3 STATEMENT OF ACTIVITIES ............................................................................................................. 4 STATEMENT OF FUNCTIONAL EXPENSES ..................................................................................... 5 STATEMENTS OF CASH FLOWS ...................................................................................................... 6 NOTES TO THE FINANCIAL STATEMENTS ...................................................................................... 7 SUPPLEMENTARY INFORMATION: SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS ............................................................. 18 NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS .......................................... 19 INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS ................................................................................................. 23 INDEPENDENT AUDITOR’S REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE ................................................................................................................. 25 SCHEDULE OF FINDINGS AND QUESTIONED COSTS ........................................................................... 28 SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS ............................................................................... 29 1 INDEPENDENT AUDITOR’S REPORT To the Board of Directors of Poverello House Fresno, California Report on the Financial Statements We have audited the accompanying financial statements of Poverello House (a nonprofit organization), which comprise the statement of financial position as of September 30, 2021, and the related statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Poverello House as of September 30, 2021, and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. 2 Report on Summarized Comparative Information We have previously audited Poverello House’s 2020 financial statements, and we expressed an unmodified audit opinion on those audited financial statements in our report dated March 18, 2021. In our opinion, the summarized comparative information presented herein as of and for the year ended September 30, 2020, is consistent, in all material respects, with the audited financial statements from which it has been derived. Other Matters Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated May 26, 2022, on our consideration of Poverello House’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of Poverello House’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Poverello House’s internal control over financial reporting and compliance. Clovis, California May 26, 2022 See Independent Auditor’s Report and Notes to the Financial Statements. 3 POVERELLO HOUSE STATEMENTS OF FINANCIAL POSITION SEPTEMBER 30, 2021 AND 2020 2021 2020 Assets Current assets: Cash and cash equivalents 2,182,010$ 1,880,455$ Grants receivable 868,599 254,892 Pledges receivable 616,319 44,319 Contracts receivable 158,290 181,170 Prepaid expenses 7,050 - Total current assets 3,832,268 2,360,836 Investments 4,469,559 1,903,268 Property and equipment, net 5,644,581 4,802,249 Rehabilitation resident deposits 13,680 59,845 Total assets 13,960,088$ 9,126,198$ Liabilities and Net Assets Current liabilities: Accounts payable 229,565$ 35,037$ Accrued expenses 12,638 18,471 Accrued payroll and related 209,418 144,536 Loan payable, current portion 73,388 - Total current liabilities 525,009 198,044 Long-term liabilities: Rehabilitation resident deposits 13,680 59,845 Loan payable, net of current portion 320,694 - Total long-term liabilities 334,374 59,845 Total liabilities 859,383 257,889 Net assets: Without donor restrictions 9,792,172 8,722,336 With donor restrictions 3,308,533 145,973 Total net assets 13,100,705 8,868,309 Total liabilities and net assets 13,960,088$ 9,126,198$ See Independent Auditor’s Report and Notes to the Financial Statements. 4 POVERELLO HOUSE STATEMENT OF ACTIVITIES FOR THE YEAR ENDED SEPTEMBER 30, 2021 (With Summarized Financial Information for 2020) Without Donor With Donor 2021 2020 Restrictions Restrictions Total Total Revenue and Support Contributions: General 2,018,830$ 959,964$ 2,978,794$ 2,690,442$ Memorials and bequests 74,862 - 74,862 79,334 Donated in-kind materials and services (Note 10)2,134,357 - 2,134,357 1,161,351 Contracts and grants: Emergency Food and Shelter Program 326,926 - 326,926 167,040 Community of Hope 622,032 - 622,032 207,718 City of Fresno Emergency Shelter Grant 483,969 - 483,969 - Kaiser Grant - 150,000 150,000 70,000 County of Fresno Recidivism Grant 50,000 - 50,000 50,000 Grant Village Cares 169,896 - 169,896 - County of Fresno MAP Point 434,129 - 434,129 371,630 Triage Center 367,022 - 367,022 179,991 Homeless Family Services 64,612 - 64,612 63,401 Kings View 27,623 - 27,623 34,560 Government grant - - - 246,300 Meal Reimbursements 1,059,520 - 1,059,520 559,222 Grant - CRG 47,419 - 47,419 - Amazon Day 1 Grant - 2,501,995 2,501,995 - Mental Health Services Revenue 14,967 - 14,967 - Special events 31 - 31 146,381 Investment income (loss), net (Note 5)560,307 3,123 563,430 184,640 Miscellaneous income 58,964 - 58,964 35,287 Total revenues and support before net assets released from restriction 8,515,466 3,615,082 12,130,548 6,247,297 Net assets released from restriction (Note 9)452,522 (452,522) - - Total revenues and support after reclassification of net assets released from restrictions 8,967,988 3,162,560 12,130,548 6,247,297 Costs and expenses: Program services 7,252,189 - 7,252,189 3,653,561 Management and general 603,511 - 603,511 1,049,538 Fundraising 42,452 - 42,452 164,612 Total costs and expenses 7,898,152 - 7,898,152 4,867,711 Changes in net assets 1,069,836 3,162,560 4,232,396 1,379,586 Net assets, beginning of year 8,722,336 145,973 8,868,309 7,488,723 Net assets, end of year 9,792,172$ 3,308,533$ 13,100,705$ 8,868,309$ See Independent Auditor’s Report and Notes to the Financial Statements. 5 POVERELLO HOUSE STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED SEPTEMBER 30, 2021 (With Summarized Financial Information for 2020) Program Management 2021 Total 2020 Total Services and General Fundraising Expenses Expenses Costs and expenses: Personnel costs: Salaries 2,448,509$ 113,498$ 10,317$ 2,572,324$ 1,768,335$ Employee benefits 398,449 19,098 1,735 419,282 256,441 Payroll taxes 207,865 9,253 841 217,959 157,762 Total personnel costs 3,054,823 141,849 12,893 3,209,565 2,182,538 Other costs and expenses: In-kind materials and services 2,134,357 - - 2,134,357 1,112,980 Advertising and promotion 62,041 4,684 426 67,151 20,628 Bank fees - 17,054 - 17,054 18,213 Cold storage- - - - 50 Communications 40,152 2,117 192 42,461 20,732 Depreciation 175,934 50,928 4,630 231,492 206,442 Equipment lease 6,882 225 20 7,127 6,707 Food/kitchen supplies 566,575 - - 566,575 317,323 Furniture/small office equipment 21,332 13,216 - 34,548 10,473 Homeless/client services 426,538 - - 426,538 65,101 Hygiene/laundry/clothing 2,102 - - 2,102 8,774 Insurance 3,632 60,463 - 64,095 51,938 Miscellaneous 58,555 9,766 765 69,086 81,838 Newsletter - - 19,003 19,003 40,015 Office expenses 53,279 40,072 609 93,960 59,955 Professional fees 57,217 149,909 - 207,126 225,243 Rent 24,662 - - 24,662 22,775 Repairs and maintenance 170,350 71,992 2,290 244,632 73,369 Staff training 135 - - 135 433 Stipends 29,420 - - 29,420 22,954 Taxes and licenses 4,132 23,370 - 27,502 11,987 Testing/education/life skills 29,808 - - 29,808 16,393 Travel 2,266 - - 2,266 11,989 Utilities 224,834 17,866 1,624 244,324 217,885 Vehicle fuel and maintenance 103,163 - - 103,163 60,976 Total costs and expenses 7,252,189$ 603,511$ 42,452$ 7,898,152$ 4,867,711$ Supporting Services See Independent Auditor’s Report and Notes to the Financial Statements. 6 POVERELLO HOUSE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2021 AND 2020 2021 2020 Cash flows from operating activities: Change in net assets 4,232,396$ 1,379,586$ Adjustments to reconcile change in net assets to net cash provided from operating activities: Depreciation 231,492 206,442 Unrealized gain on sale of investments (263,926) (77,504) Changes in: Grants receivable (613,707) (31,412) Pledges receivable (572,000) 47,500 Contracts receivable 22,880 - Prepaid expenses (7,050) 37,611 Accounts payable 194,528 (17,738) Accrued expenses (5,833) 13,397 Accrued payroll and related 64,882 - Net cash provided by (used in) operating activities 3,283,662 1,557,882 Cash flows from investing activities: Purchase of property and equipment (1,073,824) (550,029) Purchase of investments (2,775,359) (597,720) Proceeds from sale of investments 472,994 566,414 Net cash provided by (used in) investing activities (3,376,189) (581,335) Cash flows from financing activities: Proceeds from loans payable 400,000 - Principal payments on loans payable (5,918) - Net cash provided by (used in) financing activities 394,082 - Net increase (decrease) in cash 301,555 976,547 Cash and cash equivalents, beginning of year 1,880,455 903,908 Cash and cash equivalents, end of year 2,182,010$ 1,880,455$ POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 7 NOTE 1 – ORGANIZATION AND OPERATIONS Poverello House (the “Organization”) is a not-for-profit public benefit corporation in Fresno, California, whose mission is to feed the hungry, offer focused rehabilitation programs, temporary shelter, medical, dental and other basic services to the poor, the homeless, and the disadvantaged, unconditionally, without regard to race, color, religion, national origin, age, sex or disability. Support is provided primarily by donor contributions. Poverello House is also a safe haven through its Naomi’s House program for single, homeless women in Fresno County. Naomi’s House is a 24-bed overnight shelter located on the Poverello House campus. In addition to overnight shelter, the women also receive food, clothing, and medical and psychosocial assessment and care. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Organization have been prepared on the accrual basis of accounting and in accordance with U.S. generally accepted accounting principles (“US GAAP”), which require the Organization to report information regarding its financial position and activities according to the following net asset classifications: Net assets without donor restrictions: Net assets that are not subject to donor-imposed restrictions and may be expended for any purpose in performing the primary objectives of the Organization. These net assets may be used at the discretion of the Organization’s management and the Board of Directors. Net assets with donor restrictions: Net assets subject to stipulations imposed by donors and grantors. Some donor restrictions are temporary in nature; those restrictions will be met by action of the Organization or by the passage of time. Other donor restrictions are perpetual in nature, whereby the donor has stipulated the funds be maintained in perpetuity. The Statement of Activities and Functional Expenses include certain prior year summarized comparative information in total. Such information does not include sufficient detail to constitute a presentation in conformity with accounting principles generally accepted in the United States of America. Accordingly, such information should be read in conjunction with the Organization’s financial statements for the year ended September 30, 2020, from which the summarized information was derived. Adoption of New Accounting Standard In May 2014, the FASB issued guidance (Accounting Standards Codification [ASC] 606, Revenue from Contracts with Customers) which provides a five-step analysis of contracts to determine when and how revenue is recognized and replaces most existing revenue recognition guidance in U.S. generally accepted accounting principles. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. ASC 606 is effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Organization adopted ASC 606 with a date of the initial application of October 1, 2020. The Organization applied ASC 606 using the cumulative effect method, which resulted in recognizing the cumulative effect of initially applying the new guidance as an adjustment to the opening balance of net assets at October 1, 2020. The details of the significant changes and quantitative impact of the changes are discussed below. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 8 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Adoption of New Accounting Standard (Continued) As part of the adoption of ASC 606, the Organization elected to use the following transition practical expedients: (1) all contract modifications that occurred prior to the date of initial application when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price have been reflected in the aggregate; and (2) ASC 606 is applied only to contracts that are not completed at the initial date of application. Because contract modifications are minimal, there is not a significant impact as a result of electing these practical expedients. There were no significant changes that resulted from the adoption of ASC 606. The adoption of the new accounting policy did not have a significant impact on change in net assets, and therefore, there was no adjustment to the opening balance of net assets. The Organization does not expect the adoption of the new revenue standard to have a material impact on its change in net assets on an ongoing basis. Cash and Cash Equivalents For purposes of the statement of cash flows, the Organization considers all highly liquid investments available for current use with an initial maturity of three months or less to be cash equivalents. Investments Investments are stated at their estimated fair value based on quoted closing prices. Investments that are managed on a long-term basis or which are not expected to be used in the Organization’s operations within the year following the balance sheet date are classified as noncurrent. Allowance for Doubtful Accounts Receivables are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a provision for bad debt expense and an adjustment to a valuation allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to receivable. At September 30, 2021 and 2020, the Organization considers all amounts to be fully collectible; therefore, no allowance for doubtful accounts is reflected. Pledges Receivable Unconditional pledges receivable from donors that are expected to be collected within one year are recorded at net realizable value. Long-term pledges receivable that are expected to be collected in a period beyond one year are recorded at a discount using the present value of their estimated future cash flows. The discounts on long-term pledges receivable are computed using risk-free interest rates applicable to the period in which the pledges are received. Contracts Receivable Contracts receivable consist of amounts owed by various organizations for prepared meals, as defined in the memorandums of understanding, that have not been received by the Organization. The carrying amount of contracts receivable approximates net present value. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 9 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Fair Value of Financial Instruments The Organization considers its cash, grants and pledges receivable, prepaid expenses, accounts payable and accrued expenses to be short-term in nature, and therefore their fair values approximate their carrying values. Property and Equipment Property and equipment are stated at cost or, if donated and placed into service, at their estimated fair value at the date donated. The Organization’s policy is to capitalize assets with an individual value of $5,000 or greater. Routine repairs and maintenance, including planned major maintenance activities are expensed when incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Donations of property and equipment are recorded without donor restriction unless the donor restricts the donated asset to a specific purpose. Assets donated with explicit restriction regarding their use, and contributions of cash that must be used to acquire property and equipment, are reported with donor restriction. Rehabilitation Resident Deposits The Organization at times holds outside cash deposits for residents in its Rehabilitation Program. This cash is maintained in a separate bank account until such time as the residents request withdrawal of their funds. Revenue Recognition The Organization recognizes revenue when services are rendered. A receivable is recorded to the extent the amount earned exceeds cash advances. Conversely, a liability is recorded when cash advances exceed amounts earned. Funding sources may, at their discretion, request reimbursement for expenses or return of funds, or both, as a result of noncompliance by the Organization with the terms of the grants or contracts. Additionally, if the Organization terminates its activities, all unearned amounts are to be returned to the funding sources. Contributions All contributions received are considered to be available for unrestricted use unless specifically restricted by the donor. Amounts received that are designated for future periods or are restricted by the donor for specific purposes are reported as increases in net assets with donor restriction. Unconditional promises to give that are silent as to the due date are presumed to be time restricted by the donor until received and are reported as net assets with donor restriction. All donor-restricted support is reported as an increase in net assets with donor restriction. When a restriction expires (that is, when a stipulated time restriction ends or purpose restriction is accomplished), net assets with donor restriction are reclassified to net assets without donor restriction and reported in the statement of activities as net assets released from restriction. Donated In-Kind Materials and Services The Organization receives various donated materials and services. The estimated fair value of the donation is recorded as support and expense in the period received. Donated services are recognized as contributions if they significantly enhance non-financial assets or involve a professional service that would otherwise have been purchased and whose values can be objectively measured. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 10 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Advertising and Promotion The Organization expenses all advertising and promotion costs as incurred. Total advertising and promotion expenses at September 30, 2021 and 2020 were $67,151 and $20,628, respectively. Functional Allocation of Expenses The costs of providing the Organization’s programs and supporting services have been summarized on a functional basis in the Statement of Functional Expenses. Certain overhead and indirect costs have been allocated to program services and fundraising based on management’s estimate of the actual personnel and facilities utilized in such activities. Management and general include those expenses that are not directly identifiable with any specific program but provide for the overall support and direction of the Organization. The expenses allocated consist of the following: Expense Method of Allocation Salaries Time and effort Payroll benefits Time and effort Payroll taxes Time and effort Communications Time and effort Depreciation Time and effort Equipment lease Time and effort Miscellaneous Time and effort Office expenses Time and effort Repairs/maintenance Time and effort Utilities Time and effort Taxes Poverello House has qualified as a not-for-profit organization and has been granted tax-exempt status pursuant to Internal Revenue Code Section 501(c)(3) and California Revenue and Taxation Code Section 23701(d) and is exempt from Federal and State of California income taxes. Generally accepted accounting principles provide accounting and disclosures guidance about positions taken by an entity in its tax returns that might be uncertain. Management has considered its tax positions and believes that all of the positions taken in its federal and state exempt organization tax returns are more likely than not to be sustained upon examination. The Organization’s returns are subject to examination by federal and state taxing authorities, generally for three years and four years, respectively, after they are filed. Unrelated business income tax, if any, is insignificant and no provision for income taxes has been made. Use of Estimates The preparation of financial statement in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on previously reported net assets or cash flows at September 30, 2020. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 11 NOTE 3 – AVAILABILITY AND LIQUIDITY The following represents the Organization’s financial assets at September 30: 2021 2020 Financial assets at year end: Cash and cash equivalents 2,182,010$ 1,880,455$ Grants receivable 868,599 254,892 Pledges receivable 616,319 44,319 Contracts receivable 158,290 181,170 Investments 4,469,559 1,903,268 Total financial assets 8,294,777 4,264,104 Less amounts not available to be used within one year: Donor-restricted with liquidity horizons greater than one year (3,308,533) (145,973) Financial assets available to meet general expenditures over the next twelve months 4,986,244$ 4,118,131$ The Organization has not adopted an official liquidity management plan or cash maintenance policy. However, cash, cash equivalents, and short/long-term investments are reviewed regularly. These are adjusted, as needed, to account for immediate cash needs, assess risk, and maximize return. Consistent with previous years, the Organization conservatively maintains sufficient liquidity to meet its operating requirements and perform its mission. The Executive staff of the Organization and the Board of Directors may consider adopting formalized plans/policies as the need arises. NOTE 4 – PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following at September 30: 2021 2020 Land and buildings 4,485,251$ 4,463,636$ Building improvements 656,457 302,447 Building expansion 1,357,688 1,357,688 Resident Housing 215,502 215,502 Furniture, fixtures and equipment 547,499 496,636 Vehicles 402,816 301,228 Construction in progress 520,364 - 8,185,577 7,137,137 Accumulated depreciation (2,540,996) (2,334,888) Property and equipment, net 5,644,581$ 4,802,249$ Total depreciation expense was $231,492 and $206,442 at September 30, 2021 and 2020, respectively. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 12 NOTE 5 – INVESTMENT SECURITIES Investment securities consist of the following at September 30: 2021 2020 Fixed income 2,443,057$ 342,858$ Equity securities 2,026,502 1,560,410 Total investments 4,469,559$ 1,903,268$ Fair Value 2021 2020 Unrestricted investments 4,459,079$ 1,884,004$ Restricted investments 10,480 19,264 Total investments 4,469,559$ 1,903,268$ The following schedule summarizes the investment return in the statement of activities at September 30: Without Donor Restrictions With Donor Restrictions Total Interest and dividends 60,786$ 1$ 60,787$ Realized gains (losses)266,003 - 266,003 Unrealized gains (losses)260,804 3,122 263,926 Investment fees (27,286) - (27,286) Total investment income, net 560,307$ 3,123$ 563,430$ Without Donor Restrictions With Donor Restrictions Total Interest and dividends 38,362$ 119$ 38,481$ Realized gains (losses)91,068 - 91,068 Unrealized gains (losses)74,742 2,762 77,504 Investment fees (22,413) - (22,413) Total investment income, net 181,759$ 2,881$ 184,640$ 2021 2020 POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 13 NOTE 6 – FAIR VALUE MEASUREMENTS In accordance with generally accepted accounting principles, fair value is defined as the price that the entity would receive upon selling an asset or pay to transfer a liability at the reporting date. Generally accepted accounting principles establishes a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs, and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are those that reflect the reporting entity’s own assumptions about the factors market participants would use in pricing the asset or liability developed based on the best information available. The three-tier hierarchy of inputs is summarized in the three broad levels listed below: Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities. Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly, and fair value is determined through the use of other valuation methodologies. Level 3 – Valuations based on inputs that are not observable and significant to the overall fair value measurement, including the entity’s own assumptions in determining the fair value of assets or liabilities. The table below presents the level within the fair value hierarchy at which investments are measured at September 30: Total Level 1 Level 2 Level 3 Fixed income 2,443,057$ 2,443,057$ -$ -$ Equity securities 2,026,502 2,026,502 - - Total investments at fair value 4,469,559$ 4,469,559$ -$ -$ Total Level 1 Level 2 Level 3 Fixed income 342,858$ 342,858$ -$ -$ Equity securities 1,560,410 1,560,410 - - Total investments at fair value 1,903,268$ 1,903,268$ -$ -$ 2020 2021 Description NOTE 7 – RETIREMENT PLAN The Organization maintains a Simple IRA plan and provides a match of up to 3% of employee elective deferrals. Amounts paid for retirement were $33,103 and $20,171 in the years ended September 30, 2021, and 2020, respectively. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 14 NOTE 8 – COMMITMENTS The Organization leases various office equipment under operating lease agreements. The operating leases have term expiration dates through 2025. The Organization’s future minimum lease commitments are as follows for September 30: Year Ending: 2022 22,958$ 2023 22,958 2024 22,958 2025 15,874 84,748$ Total rent expenses were $31,789 and $29,482 for the years ended September 30, 2021 and 2020, respectively. In the normal course of business, operating leases are generally renewed or replaced by other leases. NOTE 9 – NET ASSETS WITH DONOR RESTRICTIONS Net assets with donor restrictions consisted of the following at September 30: 2021 2020 Time restrictions: Estate distributions receivable 16,323$ 16,323$ Charitable trust promise to give 600,000 19,000 Purpose restrictions: McMurray Family Medical Fund 10,480 10,478 Seligman Fund - 8,785 G.L. Bruno & Associates - 10,000 Kaiser 19,760 - Amazon Day 1 Family Fund 2,501,995 - Other various 159,975 81,387 Total net assets with donor restrictions 3,308,533$ 145,973$ Net assets released from donor restriction by incurring expenses satisfying the restricted purpose or by occurrence of the passage of time or other events specified by the donors are as follows for the years ended September 30: 2021 2020 Time restriction expired: Passage of specified time 32,123$ -$ Purpose restriction accomplished: Capital projects 115,774 108,729 Program expenses 304,625 215,896 Total net assets released from restrictions 452,522$ 324,625$ POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 15 NOTE 10 – DONATED MATERIALS AND SERVICES Donated materials and services consist of the following for the years ended September 30: 2021 2020 Without donor restrictions: Food 1,729,228$ 904,583$ Goods 401,216 253,768 Services and discounts 3,913 3,000 Total donated materials and services 2,134,357$ 1,161,351$ NOTE 11 – CREDIT RISK The Organization maintains cash balances in bank accounts with financial institutions insured by the Federal Deposit Insurance Corporation. At September 30, 2021 and 2020, the Organization had uninsured cash balances of $1,332,745 and $1,575,693, respectively. NOTE 12 – LOAN PAYABLE On April 28, 2021, the Organization entered into a loan agreement with Central Valley Community Bank in the amount of $400,000 with an interest rate of 4.5%. The loan calls for four consecutive interest only monthly payments commencing May 27, 2021 and principal and interest monthly payments of $7,468 commencing September 27, 2021. The loan matures on August 27, 2026 and is secured by solar panels. The remaining balance on the loan at September 30, 2021 is $394,082. The future minimum principal payments under the Organization’s loan payable for the years ending September 30 are as follows: 2022 73,388$ 2023 76,759 2024 80,285 2025 83,974 2026 79,676 394,082$ POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 16 NOTE 13 – CONTRACTS WITH CUSTOMERS Revenue from performance obligations satisfied at a point in time consists of the following at September 30: 2021 2020 Meal reimbursements 1,059,520$ 559,222$ Contract assets include meals reimbursement from various organizations. Contract assets are as follows: 09/30/2021 09/30/2020 10/1/2019 Closing Balance Closing Balance Opening Balance Contract assets: Contracts receivable 158,290$ 181,170$ 44,100$ NOTE 14 – UNCERTAINTY On March 11, 2020, the World Health Organization declared the outbreak of a coronavirus, COVID-19, a pandemic. Accordingly, some of the Organization’s operations were limited to protect the health and safety of its clients and employees. The financial impact on the Organization that could occur as a result of the pandemic is unknown at this time. NOTE 15 – SUBSEQUENT EVENTS On March 23, 2022, the Organization purchased a building for $1,100,000 using donor restricted funds. The intended use of the property will be to establish a family homeless shelter. Management has evaluated and concluded that there are no other subsequent events that have occurred from September 30, 2021 through the date the financial statements were available to be issued on May 26, 2022, that would require additional disclosure or adjustment. 17 SUPPLEMENTARY INFORMATION POVERELLO HOUSE SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2021 18 U.S. Department of Housing and Urban Development Pass-Through Programs from City of Fresno: Emergency Solutions Grant 14.231 *108,544$ Emergency Solutions Grant 14.231 *191,135 Emergency Solutions Grant 14.231 *184,290 Total US Department of Housing and Urban Development 483,969 U.S. Department of Homeland Security Emergency Food and Shelter National Board Program 97.024 326,926 Total US Department of Homeland Security 326,926 Other Programs Pass-Through Programs from County of Fresno: Community of Hope Unknown 169,896 Village of Hope, CARES Unknown 226,938 Total Other Programs 396,834 Total Expenditures of Federal Awards 1,207,729$ *Denotes a major program per Uniform Guidance Total Expenditures Federal Assistance Listing NumberFederal Grantor/Program or Cluster Title POVERELLO HOUSE NOTES TO THE SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2021 19 NOTE 1 – GENERAL The accompanying Schedule of Expenditures of Federal Awards (SEFA) presents the activity of all federal award programs of Poverello House (the “Organization”). Federal awards received directly from federal agencies, as well as federal awards passed through other government agencies are included in the schedule. The information in this SEFA is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). NOTE 2 – BASIS OF ACCOUNTING The accompanying SEFA is presented using the accrual basis of accounting, which is described in Note 2 of the Organizations financial statements. NOTE 3 – RELATIONSHIP TO BASIC FINANCIAL STATEMENTS Federal award expenditures agree or can be reconciled with the amounts reported in the Organization’s financial statements. NOTE 4 – INDIRECT COST RATE The Organization has elected to use the 10 percent de minimis indirect cost rate as allowed under the Uniform Guidance. 20 THIS PAGE IS LEFT BLANK INTENTIONALLY. 21 OTHER INDEPENDENT AUDITOR’S REPORTS 22 THIS PAGE IS LEFT BLANK INTENTIONALLY 23 INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS To the Board of Directors of Poverello House Fresno, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Poverello House (a nonprofit organization), which comprise the statement of financial position as of September 30, 2021, and the related statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements, and have issued our report thereon dated May 26, 2022. Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered Poverello House’s internal control over financial reporting (internal control) as a basis for designing the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Poverello House’s internal control. Accordingly, we do not express an opinion on the effectiveness of Poverello House’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether Poverello House’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the 24 financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the organization’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the organization’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Clovis, California May 26, 2022 25 INDEPENDENT AUDITOR’S REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE To the Board of Directors of Poverello House Fresno, California Report on Compliance for Each Major Federal Program We have audited Poverello House’s compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each of Poverello House’s major federal programs for the year ended September 30, 2021. Poverello House’s major federal programs are identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs. Management’s Responsibility Management is responsible for compliance with federal statutes, regulations, and the terms and conditions of its federal awards applicable to its federal programs. Auditor’s Responsibility Our responsibility is to express an opinion on compliance for each of Poverello House’s major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about Poverello House’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of Poverello House’s compliance. Opinion on Each Major Federal Program In our opinion, Poverello House complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended September 30, 2021. 26 Report on Internal Control Over Compliance Management of Poverello House is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered Poverello House’s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of Poverello House’s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Clovis, California May 26, 2022 27 SCHEDULE OF FINDINGS AND QUESTIONED COSTS POVERELLO HOUSE SCHEDULE OF FINDINGS AND QUESTIONED COSTS FOR THE YEAR ENDED SEPTEMBER 30, 2021 28 SECTION I – SUMMARY OF AUDITOR’S RESULTS Financial Statements Type of auditor's report issued Unmodified Internal control over financial reporting: Material weaknesses identified?Yes X No Significant deficiencies identified that are not considered to be material weaknesses?Yes X None reported Noncompliance material to financial statement noted?Yes X No Federal Awards Internal control over major programs: Material weaknesses identified?Yes X No Significant deficiencies identified that are not considered to be material weaknesses?Yes X None reported Type of auditor's report issued on compliance for major programs:Unmodified Any audit findings disclosed that are required to be reported in accordance with 2 CFR 200, Section 200.516(a)Yes X No Identification of Major Programs Federal Assistance Listing Number Name of Federal Program or Cluster 14.231 Emergency Solutions Grant Dollar threshold used to distinguish between Type A and Type B programs: Auditee qualified as a low-risk auditee?Yes X No $750,000 SECTION II – FINANCIAL STATEMENT FINDINGS None reported. SECTION III – FEDERAL AWARD FINDINGS None reported. POVERELLO HOUSE SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS FOR THE YEAR ENDED SEPTEMBER 30, 2021 29 SECTION I – FINANCIAL STATEMENT FINDINGS None reported. SECTION II – FEDERAL AWARD FINDINGS None reported. Part B - EXHIBIT E Funding Commitment Letters Part B - EXHIBIT F Service Area Map Part B, Exhibit D Audited Financial Statement FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2021 AND 2020 POVERELLO HOUSE FRESNO, CALIFORNIA SEPTEMBER 30, 2021 AND 2020 TABLE OF CONTENTS Page INDEPENDENT AUDITOR’S REPORT ......................................................................................................... 1 FINANCIAL STATEMENTS: STATEMENTS OF FINANCIAL POSITION ......................................................................................... 3 STATEMENT OF ACTIVITIES ............................................................................................................. 4 STATEMENT OF FUNCTIONAL EXPENSES ..................................................................................... 5 STATEMENTS OF CASH FLOWS ...................................................................................................... 6 NOTES TO THE FINANCIAL STATEMENTS ...................................................................................... 7 SUPPLEMENTARY INFORMATION: SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS ............................................................. 18 NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS .......................................... 19 INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS ................................................................................................. 23 INDEPENDENT AUDITOR’S REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE ................................................................................................................. 25 SCHEDULE OF FINDINGS AND QUESTIONED COSTS ........................................................................... 28 SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS ............................................................................... 29 1 INDEPENDENT AUDITOR’S REPORT To the Board of Directors of Poverello House Fresno, California Report on the Financial Statements We have audited the accompanying financial statements of Poverello House (a nonprofit organization), which comprise the statement of financial position as of September 30, 2021, and the related statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Poverello House as of September 30, 2021, and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. 2 Report on Summarized Comparative Information We have previously audited Poverello House’s 2020 financial statements, and we expressed an unmodified audit opinion on those audited financial statements in our report dated March 18, 2021. In our opinion, the summarized comparative information presented herein as of and for the year ended September 30, 2020, is consistent, in all material respects, with the audited financial statements from which it has been derived. Other Matters Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated May 26, 2022, on our consideration of Poverello House’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of Poverello House’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Poverello House’s internal control over financial reporting and compliance. Clovis, California May 26, 2022 See Independent Auditor’s Report and Notes to the Financial Statements. 3 POVERELLO HOUSE STATEMENTS OF FINANCIAL POSITION SEPTEMBER 30, 2021 AND 2020 2021 2020 Assets Current assets: Cash and cash equivalents 2,182,010$ 1,880,455$ Grants receivable 868,599 254,892 Pledges receivable 616,319 44,319 Contracts receivable 158,290 181,170 Prepaid expenses 7,050 - Total current assets 3,832,268 2,360,836 Investments 4,469,559 1,903,268 Property and equipment, net 5,644,581 4,802,249 Rehabilitation resident deposits 13,680 59,845 Total assets 13,960,088$ 9,126,198$ Liabilities and Net Assets Current liabilities: Accounts payable 229,565$ 35,037$ Accrued expenses 12,638 18,471 Accrued payroll and related 209,418 144,536 Loan payable, current portion 73,388 - Total current liabilities 525,009 198,044 Long-term liabilities: Rehabilitation resident deposits 13,680 59,845 Loan payable, net of current portion 320,694 - Total long-term liabilities 334,374 59,845 Total liabilities 859,383 257,889 Net assets: Without donor restrictions 9,792,172 8,722,336 With donor restrictions 3,308,533 145,973 Total net assets 13,100,705 8,868,309 Total liabilities and net assets 13,960,088$ 9,126,198$ See Independent Auditor’s Report and Notes to the Financial Statements. 4 POVERELLO HOUSE STATEMENT OF ACTIVITIES FOR THE YEAR ENDED SEPTEMBER 30, 2021 (With Summarized Financial Information for 2020) Without Donor With Donor 2021 2020 Restrictions Restrictions Total Total Revenue and Support Contributions: General 2,018,830$ 959,964$ 2,978,794$ 2,690,442$ Memorials and bequests 74,862 - 74,862 79,334 Donated in-kind materials and services (Note 10)2,134,357 - 2,134,357 1,161,351 Contracts and grants: Emergency Food and Shelter Program 326,926 - 326,926 167,040 Community of Hope 622,032 - 622,032 207,718 City of Fresno Emergency Shelter Grant 483,969 - 483,969 - Kaiser Grant - 150,000 150,000 70,000 County of Fresno Recidivism Grant 50,000 - 50,000 50,000 Grant Village Cares 169,896 - 169,896 - County of Fresno MAP Point 434,129 - 434,129 371,630 Triage Center 367,022 - 367,022 179,991 Homeless Family Services 64,612 - 64,612 63,401 Kings View 27,623 - 27,623 34,560 Government grant - - - 246,300 Meal Reimbursements 1,059,520 - 1,059,520 559,222 Grant - CRG 47,419 - 47,419 - Amazon Day 1 Grant - 2,501,995 2,501,995 - Mental Health Services Revenue 14,967 - 14,967 - Special events 31 - 31 146,381 Investment income (loss), net (Note 5)560,307 3,123 563,430 184,640 Miscellaneous income 58,964 - 58,964 35,287 Total revenues and support before net assets released from restriction 8,515,466 3,615,082 12,130,548 6,247,297 Net assets released from restriction (Note 9)452,522 (452,522) - - Total revenues and support after reclassification of net assets released from restrictions 8,967,988 3,162,560 12,130,548 6,247,297 Costs and expenses: Program services 7,252,189 - 7,252,189 3,653,561 Management and general 603,511 - 603,511 1,049,538 Fundraising 42,452 - 42,452 164,612 Total costs and expenses 7,898,152 - 7,898,152 4,867,711 Changes in net assets 1,069,836 3,162,560 4,232,396 1,379,586 Net assets, beginning of year 8,722,336 145,973 8,868,309 7,488,723 Net assets, end of year 9,792,172$ 3,308,533$ 13,100,705$ 8,868,309$ See Independent Auditor’s Report and Notes to the Financial Statements. 5 POVERELLO HOUSE STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED SEPTEMBER 30, 2021 (With Summarized Financial Information for 2020) Program Management 2021 Total 2020 Total Services and General Fundraising Expenses Expenses Costs and expenses: Personnel costs: Salaries 2,448,509$ 113,498$ 10,317$ 2,572,324$ 1,768,335$ Employee benefits 398,449 19,098 1,735 419,282 256,441 Payroll taxes 207,865 9,253 841 217,959 157,762 Total personnel costs 3,054,823 141,849 12,893 3,209,565 2,182,538 Other costs and expenses: In-kind materials and services 2,134,357 - - 2,134,357 1,112,980 Advertising and promotion 62,041 4,684 426 67,151 20,628 Bank fees - 17,054 - 17,054 18,213 Cold storage- - - - 50 Communications 40,152 2,117 192 42,461 20,732 Depreciation 175,934 50,928 4,630 231,492 206,442 Equipment lease 6,882 225 20 7,127 6,707 Food/kitchen supplies 566,575 - - 566,575 317,323 Furniture/small office equipment 21,332 13,216 - 34,548 10,473 Homeless/client services 426,538 - - 426,538 65,101 Hygiene/laundry/clothing 2,102 - - 2,102 8,774 Insurance 3,632 60,463 - 64,095 51,938 Miscellaneous 58,555 9,766 765 69,086 81,838 Newsletter - - 19,003 19,003 40,015 Office expenses 53,279 40,072 609 93,960 59,955 Professional fees 57,217 149,909 - 207,126 225,243 Rent 24,662 - - 24,662 22,775 Repairs and maintenance 170,350 71,992 2,290 244,632 73,369 Staff training 135 - - 135 433 Stipends 29,420 - - 29,420 22,954 Taxes and licenses 4,132 23,370 - 27,502 11,987 Testing/education/life skills 29,808 - - 29,808 16,393 Travel 2,266 - - 2,266 11,989 Utilities 224,834 17,866 1,624 244,324 217,885 Vehicle fuel and maintenance 103,163 - - 103,163 60,976 Total costs and expenses 7,252,189$ 603,511$ 42,452$ 7,898,152$ 4,867,711$ Supporting Services See Independent Auditor’s Report and Notes to the Financial Statements. 6 POVERELLO HOUSE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2021 AND 2020 2021 2020 Cash flows from operating activities: Change in net assets 4,232,396$ 1,379,586$ Adjustments to reconcile change in net assets to net cash provided from operating activities: Depreciation 231,492 206,442 Unrealized gain on sale of investments (263,926) (77,504) Changes in: Grants receivable (613,707) (31,412) Pledges receivable (572,000) 47,500 Contracts receivable 22,880 - Prepaid expenses (7,050) 37,611 Accounts payable 194,528 (17,738) Accrued expenses (5,833) 13,397 Accrued payroll and related 64,882 - Net cash provided by (used in) operating activities 3,283,662 1,557,882 Cash flows from investing activities: Purchase of property and equipment (1,073,824) (550,029) Purchase of investments (2,775,359) (597,720) Proceeds from sale of investments 472,994 566,414 Net cash provided by (used in) investing activities (3,376,189) (581,335) Cash flows from financing activities: Proceeds from loans payable 400,000 - Principal payments on loans payable (5,918) - Net cash provided by (used in) financing activities 394,082 - Net increase (decrease) in cash 301,555 976,547 Cash and cash equivalents, beginning of year 1,880,455 903,908 Cash and cash equivalents, end of year 2,182,010$ 1,880,455$ POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 7 NOTE 1 – ORGANIZATION AND OPERATIONS Poverello House (the “Organization”) is a not-for-profit public benefit corporation in Fresno, California, whose mission is to feed the hungry, offer focused rehabilitation programs, temporary shelter, medical, dental and other basic services to the poor, the homeless, and the disadvantaged, unconditionally, without regard to race, color, religion, national origin, age, sex or disability. Support is provided primarily by donor contributions. Poverello House is also a safe haven through its Naomi’s House program for single, homeless women in Fresno County. Naomi’s House is a 24-bed overnight shelter located on the Poverello House campus. In addition to overnight shelter, the women also receive food, clothing, and medical and psychosocial assessment and care. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Organization have been prepared on the accrual basis of accounting and in accordance with U.S. generally accepted accounting principles (“US GAAP”), which require the Organization to report information regarding its financial position and activities according to the following net asset classifications: Net assets without donor restrictions: Net assets that are not subject to donor-imposed restrictions and may be expended for any purpose in performing the primary objectives of the Organization. These net assets may be used at the discretion of the Organization’s management and the Board of Directors. Net assets with donor restrictions: Net assets subject to stipulations imposed by donors and grantors. Some donor restrictions are temporary in nature; those restrictions will be met by action of the Organization or by the passage of time. Other donor restrictions are perpetual in nature, whereby the donor has stipulated the funds be maintained in perpetuity. The Statement of Activities and Functional Expenses include certain prior year summarized comparative information in total. Such information does not include sufficient detail to constitute a presentation in conformity with accounting principles generally accepted in the United States of America. Accordingly, such information should be read in conjunction with the Organization’s financial statements for the year ended September 30, 2020, from which the summarized information was derived. Adoption of New Accounting Standard In May 2014, the FASB issued guidance (Accounting Standards Codification [ASC] 606, Revenue from Contracts with Customers) which provides a five-step analysis of contracts to determine when and how revenue is recognized and replaces most existing revenue recognition guidance in U.S. generally accepted accounting principles. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. ASC 606 is effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Organization adopted ASC 606 with a date of the initial application of October 1, 2020. The Organization applied ASC 606 using the cumulative effect method, which resulted in recognizing the cumulative effect of initially applying the new guidance as an adjustment to the opening balance of net assets at October 1, 2020. The details of the significant changes and quantitative impact of the changes are discussed below. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 8 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Adoption of New Accounting Standard (Continued) As part of the adoption of ASC 606, the Organization elected to use the following transition practical expedients: (1) all contract modifications that occurred prior to the date of initial application when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price have been reflected in the aggregate; and (2) ASC 606 is applied only to contracts that are not completed at the initial date of application. Because contract modifications are minimal, there is not a significant impact as a result of electing these practical expedients. There were no significant changes that resulted from the adoption of ASC 606. The adoption of the new accounting policy did not have a significant impact on change in net assets, and therefore, there was no adjustment to the opening balance of net assets. The Organization does not expect the adoption of the new revenue standard to have a material impact on its change in net assets on an ongoing basis. Cash and Cash Equivalents For purposes of the statement of cash flows, the Organization considers all highly liquid investments available for current use with an initial maturity of three months or less to be cash equivalents. Investments Investments are stated at their estimated fair value based on quoted closing prices. Investments that are managed on a long-term basis or which are not expected to be used in the Organization’s operations within the year following the balance sheet date are classified as noncurrent. Allowance for Doubtful Accounts Receivables are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a provision for bad debt expense and an adjustment to a valuation allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to receivable. At September 30, 2021 and 2020, the Organization considers all amounts to be fully collectible; therefore, no allowance for doubtful accounts is reflected. Pledges Receivable Unconditional pledges receivable from donors that are expected to be collected within one year are recorded at net realizable value. Long-term pledges receivable that are expected to be collected in a period beyond one year are recorded at a discount using the present value of their estimated future cash flows. The discounts on long-term pledges receivable are computed using risk-free interest rates applicable to the period in which the pledges are received. Contracts Receivable Contracts receivable consist of amounts owed by various organizations for prepared meals, as defined in the memorandums of understanding, that have not been received by the Organization. The carrying amount of contracts receivable approximates net present value. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 9 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Fair Value of Financial Instruments The Organization considers its cash, grants and pledges receivable, prepaid expenses, accounts payable and accrued expenses to be short-term in nature, and therefore their fair values approximate their carrying values. Property and Equipment Property and equipment are stated at cost or, if donated and placed into service, at their estimated fair value at the date donated. The Organization’s policy is to capitalize assets with an individual value of $5,000 or greater. Routine repairs and maintenance, including planned major maintenance activities are expensed when incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Donations of property and equipment are recorded without donor restriction unless the donor restricts the donated asset to a specific purpose. Assets donated with explicit restriction regarding their use, and contributions of cash that must be used to acquire property and equipment, are reported with donor restriction. Rehabilitation Resident Deposits The Organization at times holds outside cash deposits for residents in its Rehabilitation Program. This cash is maintained in a separate bank account until such time as the residents request withdrawal of their funds. Revenue Recognition The Organization recognizes revenue when services are rendered. A receivable is recorded to the extent the amount earned exceeds cash advances. Conversely, a liability is recorded when cash advances exceed amounts earned. Funding sources may, at their discretion, request reimbursement for expenses or return of funds, or both, as a result of noncompliance by the Organization with the terms of the grants or contracts. Additionally, if the Organization terminates its activities, all unearned amounts are to be returned to the funding sources. Contributions All contributions received are considered to be available for unrestricted use unless specifically restricted by the donor. Amounts received that are designated for future periods or are restricted by the donor for specific purposes are reported as increases in net assets with donor restriction. Unconditional promises to give that are silent as to the due date are presumed to be time restricted by the donor until received and are reported as net assets with donor restriction. All donor-restricted support is reported as an increase in net assets with donor restriction. When a restriction expires (that is, when a stipulated time restriction ends or purpose restriction is accomplished), net assets with donor restriction are reclassified to net assets without donor restriction and reported in the statement of activities as net assets released from restriction. Donated In-Kind Materials and Services The Organization receives various donated materials and services. The estimated fair value of the donation is recorded as support and expense in the period received. Donated services are recognized as contributions if they significantly enhance non-financial assets or involve a professional service that would otherwise have been purchased and whose values can be objectively measured. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 10 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Advertising and Promotion The Organization expenses all advertising and promotion costs as incurred. Total advertising and promotion expenses at September 30, 2021 and 2020 were $67,151 and $20,628, respectively. Functional Allocation of Expenses The costs of providing the Organization’s programs and supporting services have been summarized on a functional basis in the Statement of Functional Expenses. Certain overhead and indirect costs have been allocated to program services and fundraising based on management’s estimate of the actual personnel and facilities utilized in such activities. Management and general include those expenses that are not directly identifiable with any specific program but provide for the overall support and direction of the Organization. The expenses allocated consist of the following: Expense Method of Allocation Salaries Time and effort Payroll benefits Time and effort Payroll taxes Time and effort Communications Time and effort Depreciation Time and effort Equipment lease Time and effort Miscellaneous Time and effort Office expenses Time and effort Repairs/maintenance Time and effort Utilities Time and effort Taxes Poverello House has qualified as a not-for-profit organization and has been granted tax-exempt status pursuant to Internal Revenue Code Section 501(c)(3) and California Revenue and Taxation Code Section 23701(d) and is exempt from Federal and State of California income taxes. Generally accepted accounting principles provide accounting and disclosures guidance about positions taken by an entity in its tax returns that might be uncertain. Management has considered its tax positions and believes that all of the positions taken in its federal and state exempt organization tax returns are more likely than not to be sustained upon examination. The Organization’s returns are subject to examination by federal and state taxing authorities, generally for three years and four years, respectively, after they are filed. Unrelated business income tax, if any, is insignificant and no provision for income taxes has been made. Use of Estimates The preparation of financial statement in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on previously reported net assets or cash flows at September 30, 2020. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 11 NOTE 3 – AVAILABILITY AND LIQUIDITY The following represents the Organization’s financial assets at September 30: 2021 2020 Financial assets at year end: Cash and cash equivalents 2,182,010$ 1,880,455$ Grants receivable 868,599 254,892 Pledges receivable 616,319 44,319 Contracts receivable 158,290 181,170 Investments 4,469,559 1,903,268 Total financial assets 8,294,777 4,264,104 Less amounts not available to be used within one year: Donor-restricted with liquidity horizons greater than one year (3,308,533) (145,973) Financial assets available to meet general expenditures over the next twelve months 4,986,244$ 4,118,131$ The Organization has not adopted an official liquidity management plan or cash maintenance policy. However, cash, cash equivalents, and short/long-term investments are reviewed regularly. These are adjusted, as needed, to account for immediate cash needs, assess risk, and maximize return. Consistent with previous years, the Organization conservatively maintains sufficient liquidity to meet its operating requirements and perform its mission. The Executive staff of the Organization and the Board of Directors may consider adopting formalized plans/policies as the need arises. NOTE 4 – PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following at September 30: 2021 2020 Land and buildings 4,485,251$ 4,463,636$ Building improvements 656,457 302,447 Building expansion 1,357,688 1,357,688 Resident Housing 215,502 215,502 Furniture, fixtures and equipment 547,499 496,636 Vehicles 402,816 301,228 Construction in progress 520,364 - 8,185,577 7,137,137 Accumulated depreciation (2,540,996) (2,334,888) Property and equipment, net 5,644,581$ 4,802,249$ Total depreciation expense was $231,492 and $206,442 at September 30, 2021 and 2020, respectively. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 12 NOTE 5 – INVESTMENT SECURITIES Investment securities consist of the following at September 30: 2021 2020 Fixed income 2,443,057$ 342,858$ Equity securities 2,026,502 1,560,410 Total investments 4,469,559$ 1,903,268$ Fair Value 2021 2020 Unrestricted investments 4,459,079$ 1,884,004$ Restricted investments 10,480 19,264 Total investments 4,469,559$ 1,903,268$ The following schedule summarizes the investment return in the statement of activities at September 30: Without Donor Restrictions With Donor Restrictions Total Interest and dividends 60,786$ 1$ 60,787$ Realized gains (losses)266,003 - 266,003 Unrealized gains (losses)260,804 3,122 263,926 Investment fees (27,286) - (27,286) Total investment income, net 560,307$ 3,123$ 563,430$ Without Donor Restrictions With Donor Restrictions Total Interest and dividends 38,362$ 119$ 38,481$ Realized gains (losses)91,068 - 91,068 Unrealized gains (losses)74,742 2,762 77,504 Investment fees (22,413) - (22,413) Total investment income, net 181,759$ 2,881$ 184,640$ 2021 2020 POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 13 NOTE 6 – FAIR VALUE MEASUREMENTS In accordance with generally accepted accounting principles, fair value is defined as the price that the entity would receive upon selling an asset or pay to transfer a liability at the reporting date. Generally accepted accounting principles establishes a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs, and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are those that reflect the reporting entity’s own assumptions about the factors market participants would use in pricing the asset or liability developed based on the best information available. The three-tier hierarchy of inputs is summarized in the three broad levels listed below: Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities. Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly, and fair value is determined through the use of other valuation methodologies. Level 3 – Valuations based on inputs that are not observable and significant to the overall fair value measurement, including the entity’s own assumptions in determining the fair value of assets or liabilities. The table below presents the level within the fair value hierarchy at which investments are measured at September 30: Total Level 1 Level 2 Level 3 Fixed income 2,443,057$ 2,443,057$ -$ -$ Equity securities 2,026,502 2,026,502 - - Total investments at fair value 4,469,559$ 4,469,559$ -$ -$ Total Level 1 Level 2 Level 3 Fixed income 342,858$ 342,858$ -$ -$ Equity securities 1,560,410 1,560,410 - - Total investments at fair value 1,903,268$ 1,903,268$ -$ -$ 2020 2021 Description NOTE 7 – RETIREMENT PLAN The Organization maintains a Simple IRA plan and provides a match of up to 3% of employee elective deferrals. Amounts paid for retirement were $33,103 and $20,171 in the years ended September 30, 2021, and 2020, respectively. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 14 NOTE 8 – COMMITMENTS The Organization leases various office equipment under operating lease agreements. The operating leases have term expiration dates through 2025. The Organization’s future minimum lease commitments are as follows for September 30: Year Ending: 2022 22,958$ 2023 22,958 2024 22,958 2025 15,874 84,748$ Total rent expenses were $31,789 and $29,482 for the years ended September 30, 2021 and 2020, respectively. In the normal course of business, operating leases are generally renewed or replaced by other leases. NOTE 9 – NET ASSETS WITH DONOR RESTRICTIONS Net assets with donor restrictions consisted of the following at September 30: 2021 2020 Time restrictions: Estate distributions receivable 16,323$ 16,323$ Charitable trust promise to give 600,000 19,000 Purpose restrictions: McMurray Family Medical Fund 10,480 10,478 Seligman Fund - 8,785 G.L. Bruno & Associates - 10,000 Kaiser 19,760 - Amazon Day 1 Family Fund 2,501,995 - Other various 159,975 81,387 Total net assets with donor restrictions 3,308,533$ 145,973$ Net assets released from donor restriction by incurring expenses satisfying the restricted purpose or by occurrence of the passage of time or other events specified by the donors are as follows for the years ended September 30: 2021 2020 Time restriction expired: Passage of specified time 32,123$ -$ Purpose restriction accomplished: Capital projects 115,774 108,729 Program expenses 304,625 215,896 Total net assets released from restrictions 452,522$ 324,625$ POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 15 NOTE 10 – DONATED MATERIALS AND SERVICES Donated materials and services consist of the following for the years ended September 30: 2021 2020 Without donor restrictions: Food 1,729,228$ 904,583$ Goods 401,216 253,768 Services and discounts 3,913 3,000 Total donated materials and services 2,134,357$ 1,161,351$ NOTE 11 – CREDIT RISK The Organization maintains cash balances in bank accounts with financial institutions insured by the Federal Deposit Insurance Corporation. At September 30, 2021 and 2020, the Organization had uninsured cash balances of $1,332,745 and $1,575,693, respectively. NOTE 12 – LOAN PAYABLE On April 28, 2021, the Organization entered into a loan agreement with Central Valley Community Bank in the amount of $400,000 with an interest rate of 4.5%. The loan calls for four consecutive interest only monthly payments commencing May 27, 2021 and principal and interest monthly payments of $7,468 commencing September 27, 2021. The loan matures on August 27, 2026 and is secured by solar panels. The remaining balance on the loan at September 30, 2021 is $394,082. The future minimum principal payments under the Organization’s loan payable for the years ending September 30 are as follows: 2022 73,388$ 2023 76,759 2024 80,285 2025 83,974 2026 79,676 394,082$ POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 16 NOTE 13 – CONTRACTS WITH CUSTOMERS Revenue from performance obligations satisfied at a point in time consists of the following at September 30: 2021 2020 Meal reimbursements 1,059,520$ 559,222$ Contract assets include meals reimbursement from various organizations. Contract assets are as follows: 09/30/2021 09/30/2020 10/1/2019 Closing Balance Closing Balance Opening Balance Contract assets: Contracts receivable 158,290$ 181,170$ 44,100$ NOTE 14 – UNCERTAINTY On March 11, 2020, the World Health Organization declared the outbreak of a coronavirus, COVID-19, a pandemic. Accordingly, some of the Organization’s operations were limited to protect the health and safety of its clients and employees. The financial impact on the Organization that could occur as a result of the pandemic is unknown at this time. NOTE 15 – SUBSEQUENT EVENTS On March 23, 2022, the Organization purchased a building for $1,100,000 using donor restricted funds. The intended use of the property will be to establish a family homeless shelter. Management has evaluated and concluded that there are no other subsequent events that have occurred from September 30, 2021 through the date the financial statements were available to be issued on May 26, 2022, that would require additional disclosure or adjustment. 17 SUPPLEMENTARY INFORMATION POVERELLO HOUSE SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2021 18 U.S. Department of Housing and Urban Development Pass-Through Programs from City of Fresno: Emergency Solutions Grant 14.231 *108,544$ Emergency Solutions Grant 14.231 *191,135 Emergency Solutions Grant 14.231 *184,290 Total US Department of Housing and Urban Development 483,969 U.S. Department of Homeland Security Emergency Food and Shelter National Board Program 97.024 326,926 Total US Department of Homeland Security 326,926 Other Programs Pass-Through Programs from County of Fresno: Community of Hope Unknown 169,896 Village of Hope, CARES Unknown 226,938 Total Other Programs 396,834 Total Expenditures of Federal Awards 1,207,729$ *Denotes a major program per Uniform Guidance Total Expenditures Federal Assistance Listing NumberFederal Grantor/Program or Cluster Title POVERELLO HOUSE NOTES TO THE SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2021 19 NOTE 1 – GENERAL The accompanying Schedule of Expenditures of Federal Awards (SEFA) presents the activity of all federal award programs of Poverello House (the “Organization”). Federal awards received directly from federal agencies, as well as federal awards passed through other government agencies are included in the schedule. The information in this SEFA is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). NOTE 2 – BASIS OF ACCOUNTING The accompanying SEFA is presented using the accrual basis of accounting, which is described in Note 2 of the Organizations financial statements. NOTE 3 – RELATIONSHIP TO BASIC FINANCIAL STATEMENTS Federal award expenditures agree or can be reconciled with the amounts reported in the Organization’s financial statements. NOTE 4 – INDIRECT COST RATE The Organization has elected to use the 10 percent de minimis indirect cost rate as allowed under the Uniform Guidance. 20 THIS PAGE IS LEFT BLANK INTENTIONALLY. 21 OTHER INDEPENDENT AUDITOR’S REPORTS 22 THIS PAGE IS LEFT BLANK INTENTIONALLY 23 INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS To the Board of Directors of Poverello House Fresno, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Poverello House (a nonprofit organization), which comprise the statement of financial position as of September 30, 2021, and the related statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements, and have issued our report thereon dated May 26, 2022. Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered Poverello House’s internal control over financial reporting (internal control) as a basis for designing the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Poverello House’s internal control. Accordingly, we do not express an opinion on the effectiveness of Poverello House’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether Poverello House’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the 24 financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the organization’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the organization’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Clovis, California May 26, 2022 25 INDEPENDENT AUDITOR’S REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE To the Board of Directors of Poverello House Fresno, California Report on Compliance for Each Major Federal Program We have audited Poverello House’s compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each of Poverello House’s major federal programs for the year ended September 30, 2021. Poverello House’s major federal programs are identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs. Management’s Responsibility Management is responsible for compliance with federal statutes, regulations, and the terms and conditions of its federal awards applicable to its federal programs. Auditor’s Responsibility Our responsibility is to express an opinion on compliance for each of Poverello House’s major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about Poverello House’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of Poverello House’s compliance. Opinion on Each Major Federal Program In our opinion, Poverello House complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended September 30, 2021. 26 Report on Internal Control Over Compliance Management of Poverello House is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered Poverello House’s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of Poverello House’s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Clovis, California May 26, 2022 27 SCHEDULE OF FINDINGS AND QUESTIONED COSTS POVERELLO HOUSE SCHEDULE OF FINDINGS AND QUESTIONED COSTS FOR THE YEAR ENDED SEPTEMBER 30, 2021 28 SECTION I – SUMMARY OF AUDITOR’S RESULTS Financial Statements Type of auditor's report issued Unmodified Internal control over financial reporting: Material weaknesses identified?Yes X No Significant deficiencies identified that are not considered to be material weaknesses?Yes X None reported Noncompliance material to financial statement noted?Yes X No Federal Awards Internal control over major programs: Material weaknesses identified?Yes X No Significant deficiencies identified that are not considered to be material weaknesses?Yes X None reported Type of auditor's report issued on compliance for major programs:Unmodified Any audit findings disclosed that are required to be reported in accordance with 2 CFR 200, Section 200.516(a)Yes X No Identification of Major Programs Federal Assistance Listing Number Name of Federal Program or Cluster 14.231 Emergency Solutions Grant Dollar threshold used to distinguish between Type A and Type B programs: Auditee qualified as a low-risk auditee?Yes X No $750,000 SECTION II – FINANCIAL STATEMENT FINDINGS None reported. SECTION III – FEDERAL AWARD FINDINGS None reported. POVERELLO HOUSE SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS FOR THE YEAR ENDED SEPTEMBER 30, 2021 29 SECTION I – FINANCIAL STATEMENT FINDINGS None reported. SECTION II – FEDERAL AWARD FINDINGS None reported. Part B, Exhibit E Funding Commitment Letters Part B, Exhibit F Service Area Map Part A, Exhibit 1 Organizations U.S. Internal Revenue Service 501 ( C ) (3) Determination of Exemptions Letter Part A, Exhibit 2 Organization’s Articles of Incorporation Part A, Exhibit 3 Bylaws of the Organization Part A, Exhibit 5 List of Directors and Officers PRASHANT PATEL Board Chair p_patel185@yahoo.com C: 559‐281‐2577 4770 E Kings Cyn Rd Finance Committee Fresno, CA 93702 Gala Committee BANKING Special Projects CHARLES FARNSWORTH 1st VP cfarnsworth@comcast.net C: 559‐493‐0597 2819 E Magill Ave Finance Committee Fresno, CA 93710 Nominating & Inclusions C.P.A.Committee DR. TUSHAR PATEL 2nd VP pedierdoc@mac.com C: 559‐349‐9092 9715 N Willey Court Finance Committee Fresno, CA 93720 Gala Committee MEDICAL HANK BENNETT Treasurer hbgrapes@yahoo.com C: 559‐285‐1545 9778 N Yorkstown Dr Finance Committee Fresno, CA 93270 Gala Committee AGRICULTURE PAULA CAPOZZI Secretary capozzipr@comcast.net C: 559‐307‐4749 3753 W Birch Ave Gala Committee Fresno, CA 93711 PUBLIC RELATIONS CURTIS DAVIES Past Chair cdavies@ashwoodco.com C: 559‐978‐2331 5755 E Kings Cyn Rd #110 Finance Committee Fresno, CA 93727 GENERAL CONTRACTOR ROBERT VENESKI Nominating & Inclusions rob.s.veneski@kp.org C: 559‐285‐7034 540 E Chesapeake Cir Committee Fresno, CA 93730 MEDICAL ‐ PUBLIC RELATIONS NICK AMENDOLA nick@valleywidebeverage.com C: 559‐240‐5302 7605 N Laguna Vista Ave Fresno, CA 93711 BEVERAGE DISTRIBUTION CONSTANCE JONES Nominating & Inclusions conniej@csufresno.edu C: 559‐477‐7814 1329 E Austin Way Committee Fresno, CA 93704 PSYCHOLOGY & EDUCATION BOARD MEMBERS POVERELLO HOUSE BOARD MEMBERS 2023‐24 EXECUTIVE BOARD MEMBERS ADAM MENDES amendes48@yahoo.com C: 559‐960‐6518 2182 W San Ramon Fresno, CA 93711 AGRICULTURE ANDREW SLATER aslater@dowlingaaron.com C: 559‐432‐4500 8080 N Palm Ave 3rd Floor Fresno, CA 93711 LEGAL KEN RAMOS Gala Committee ken.ramos@cvcb.com C: 559‐681‐7790 7450 N Gilroy Ave Fresno, CA 93722 BANKING BECKY NELSON Gala Committee rgln‐1955@att.net C: 559‐355‐9663 5403 E Bellaire Way Frenso, CA 93727 PSYCHOLOGY MARC' BADY Finance Committee marc.bady@gmail.com C: 901‐569‐0703 336 N Amendo Ln Clovis, CA 93611 DIVERSITY & INCLUSION DR. MANAVJEET SIDHU manavjeet.sidhu@ucsf.edu C: 818‐825‐0817 2615 E Clinton Ave Fresno, CA 93703 MEDICAL VICTOR THAO Gala Committee victor.thao@yahoo.com C: 559‐355‐7294 1837 N Megan Ave Clovis, CA 93619 BANKING DR. MICKEY SACHDEVA dr.m.sachdeva@gmail.com C: 559‐579‐9726 7300 N Fresno St Fresno, CA 93701 MEDICAL SHARIF ELKHALDY Finance Committee sharif.elkhaldy@bofa.com C: 559‐261‐8650 423 E Balfour Ave Fresno, CA 93702 BANKING JOHN FRYE Finance Committee jwfryejr@aol.com C: 559‐974‐1530 Ex‐Board Member RETIRED/HEALTH CARE JIM DEVANY Finance Committee jdevany@gsfpi.com C: 559‐351‐0121 Ex‐Board Member REAL ESTATE/PROPERTY MGNT. PAT BRADLEY Finance Committee pbrad@reinhardtinsurance.com C: 559‐226‐4700 Ex‐Board Member INSURANCE POVERELLO HOUSE FINANCE COMMITTEE NON BOARD MEMBERS Part A, Exhibit 6 Most Recent Audited Financial Statements FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2021 AND 2020 POVERELLO HOUSE FRESNO, CALIFORNIA SEPTEMBER 30, 2021 AND 2020 TABLE OF CONTENTS Page INDEPENDENT AUDITOR’S REPORT ......................................................................................................... 1 FINANCIAL STATEMENTS: STATEMENTS OF FINANCIAL POSITION ......................................................................................... 3 STATEMENT OF ACTIVITIES ............................................................................................................. 4 STATEMENT OF FUNCTIONAL EXPENSES ..................................................................................... 5 STATEMENTS OF CASH FLOWS ...................................................................................................... 6 NOTES TO THE FINANCIAL STATEMENTS ...................................................................................... 7 SUPPLEMENTARY INFORMATION: SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS ............................................................. 18 NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS .......................................... 19 INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS ................................................................................................. 23 INDEPENDENT AUDITOR’S REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE ................................................................................................................. 25 SCHEDULE OF FINDINGS AND QUESTIONED COSTS ........................................................................... 28 SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS ............................................................................... 29 1 INDEPENDENT AUDITOR’S REPORT To the Board of Directors of Poverello House Fresno, California Report on the Financial Statements We have audited the accompanying financial statements of Poverello House (a nonprofit organization), which comprise the statement of financial position as of September 30, 2021, and the related statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Poverello House as of September 30, 2021, and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. 2 Report on Summarized Comparative Information We have previously audited Poverello House’s 2020 financial statements, and we expressed an unmodified audit opinion on those audited financial statements in our report dated March 18, 2021. In our opinion, the summarized comparative information presented herein as of and for the year ended September 30, 2020, is consistent, in all material respects, with the audited financial statements from which it has been derived. Other Matters Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated May 26, 2022, on our consideration of Poverello House’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of Poverello House’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Poverello House’s internal control over financial reporting and compliance. Clovis, California May 26, 2022 See Independent Auditor’s Report and Notes to the Financial Statements. 3 POVERELLO HOUSE STATEMENTS OF FINANCIAL POSITION SEPTEMBER 30, 2021 AND 2020 2021 2020 Assets Current assets: Cash and cash equivalents 2,182,010$ 1,880,455$ Grants receivable 868,599 254,892 Pledges receivable 616,319 44,319 Contracts receivable 158,290 181,170 Prepaid expenses 7,050 - Total current assets 3,832,268 2,360,836 Investments 4,469,559 1,903,268 Property and equipment, net 5,644,581 4,802,249 Rehabilitation resident deposits 13,680 59,845 Total assets 13,960,088$ 9,126,198$ Liabilities and Net Assets Current liabilities: Accounts payable 229,565$ 35,037$ Accrued expenses 12,638 18,471 Accrued payroll and related 209,418 144,536 Loan payable, current portion 73,388 - Total current liabilities 525,009 198,044 Long-term liabilities: Rehabilitation resident deposits 13,680 59,845 Loan payable, net of current portion 320,694 - Total long-term liabilities 334,374 59,845 Total liabilities 859,383 257,889 Net assets: Without donor restrictions 9,792,172 8,722,336 With donor restrictions 3,308,533 145,973 Total net assets 13,100,705 8,868,309 Total liabilities and net assets 13,960,088$ 9,126,198$ See Independent Auditor’s Report and Notes to the Financial Statements. 4 POVERELLO HOUSE STATEMENT OF ACTIVITIES FOR THE YEAR ENDED SEPTEMBER 30, 2021 (With Summarized Financial Information for 2020) Without Donor With Donor 2021 2020 Restrictions Restrictions Total Total Revenue and Support Contributions: General 2,018,830$ 959,964$ 2,978,794$ 2,690,442$ Memorials and bequests 74,862 - 74,862 79,334 Donated in-kind materials and services (Note 10)2,134,357 - 2,134,357 1,161,351 Contracts and grants: Emergency Food and Shelter Program 326,926 - 326,926 167,040 Community of Hope 622,032 - 622,032 207,718 City of Fresno Emergency Shelter Grant 483,969 - 483,969 - Kaiser Grant - 150,000 150,000 70,000 County of Fresno Recidivism Grant 50,000 - 50,000 50,000 Grant Village Cares 169,896 - 169,896 - County of Fresno MAP Point 434,129 - 434,129 371,630 Triage Center 367,022 - 367,022 179,991 Homeless Family Services 64,612 - 64,612 63,401 Kings View 27,623 - 27,623 34,560 Government grant - - - 246,300 Meal Reimbursements 1,059,520 - 1,059,520 559,222 Grant - CRG 47,419 - 47,419 - Amazon Day 1 Grant - 2,501,995 2,501,995 - Mental Health Services Revenue 14,967 - 14,967 - Special events 31 - 31 146,381 Investment income (loss), net (Note 5)560,307 3,123 563,430 184,640 Miscellaneous income 58,964 - 58,964 35,287 Total revenues and support before net assets released from restriction 8,515,466 3,615,082 12,130,548 6,247,297 Net assets released from restriction (Note 9)452,522 (452,522) - - Total revenues and support after reclassification of net assets released from restrictions 8,967,988 3,162,560 12,130,548 6,247,297 Costs and expenses: Program services 7,252,189 - 7,252,189 3,653,561 Management and general 603,511 - 603,511 1,049,538 Fundraising 42,452 - 42,452 164,612 Total costs and expenses 7,898,152 - 7,898,152 4,867,711 Changes in net assets 1,069,836 3,162,560 4,232,396 1,379,586 Net assets, beginning of year 8,722,336 145,973 8,868,309 7,488,723 Net assets, end of year 9,792,172$ 3,308,533$ 13,100,705$ 8,868,309$ See Independent Auditor’s Report and Notes to the Financial Statements. 5 POVERELLO HOUSE STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED SEPTEMBER 30, 2021 (With Summarized Financial Information for 2020) Program Management 2021 Total 2020 Total Services and General Fundraising Expenses Expenses Costs and expenses: Personnel costs: Salaries 2,448,509$ 113,498$ 10,317$ 2,572,324$ 1,768,335$ Employee benefits 398,449 19,098 1,735 419,282 256,441 Payroll taxes 207,865 9,253 841 217,959 157,762 Total personnel costs 3,054,823 141,849 12,893 3,209,565 2,182,538 Other costs and expenses: In-kind materials and services 2,134,357 - - 2,134,357 1,112,980 Advertising and promotion 62,041 4,684 426 67,151 20,628 Bank fees - 17,054 - 17,054 18,213 Cold storage- - - - 50 Communications 40,152 2,117 192 42,461 20,732 Depreciation 175,934 50,928 4,630 231,492 206,442 Equipment lease 6,882 225 20 7,127 6,707 Food/kitchen supplies 566,575 - - 566,575 317,323 Furniture/small office equipment 21,332 13,216 - 34,548 10,473 Homeless/client services 426,538 - - 426,538 65,101 Hygiene/laundry/clothing 2,102 - - 2,102 8,774 Insurance 3,632 60,463 - 64,095 51,938 Miscellaneous 58,555 9,766 765 69,086 81,838 Newsletter - - 19,003 19,003 40,015 Office expenses 53,279 40,072 609 93,960 59,955 Professional fees 57,217 149,909 - 207,126 225,243 Rent 24,662 - - 24,662 22,775 Repairs and maintenance 170,350 71,992 2,290 244,632 73,369 Staff training 135 - - 135 433 Stipends 29,420 - - 29,420 22,954 Taxes and licenses 4,132 23,370 - 27,502 11,987 Testing/education/life skills 29,808 - - 29,808 16,393 Travel 2,266 - - 2,266 11,989 Utilities 224,834 17,866 1,624 244,324 217,885 Vehicle fuel and maintenance 103,163 - - 103,163 60,976 Total costs and expenses 7,252,189$ 603,511$ 42,452$ 7,898,152$ 4,867,711$ Supporting Services See Independent Auditor’s Report and Notes to the Financial Statements. 6 POVERELLO HOUSE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2021 AND 2020 2021 2020 Cash flows from operating activities: Change in net assets 4,232,396$ 1,379,586$ Adjustments to reconcile change in net assets to net cash provided from operating activities: Depreciation 231,492 206,442 Unrealized gain on sale of investments (263,926) (77,504) Changes in: Grants receivable (613,707) (31,412) Pledges receivable (572,000) 47,500 Contracts receivable 22,880 - Prepaid expenses (7,050) 37,611 Accounts payable 194,528 (17,738) Accrued expenses (5,833) 13,397 Accrued payroll and related 64,882 - Net cash provided by (used in) operating activities 3,283,662 1,557,882 Cash flows from investing activities: Purchase of property and equipment (1,073,824) (550,029) Purchase of investments (2,775,359) (597,720) Proceeds from sale of investments 472,994 566,414 Net cash provided by (used in) investing activities (3,376,189) (581,335) Cash flows from financing activities: Proceeds from loans payable 400,000 - Principal payments on loans payable (5,918) - Net cash provided by (used in) financing activities 394,082 - Net increase (decrease) in cash 301,555 976,547 Cash and cash equivalents, beginning of year 1,880,455 903,908 Cash and cash equivalents, end of year 2,182,010$ 1,880,455$ POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 7 NOTE 1 – ORGANIZATION AND OPERATIONS Poverello House (the “Organization”) is a not-for-profit public benefit corporation in Fresno, California, whose mission is to feed the hungry, offer focused rehabilitation programs, temporary shelter, medical, dental and other basic services to the poor, the homeless, and the disadvantaged, unconditionally, without regard to race, color, religion, national origin, age, sex or disability. Support is provided primarily by donor contributions. Poverello House is also a safe haven through its Naomi’s House program for single, homeless women in Fresno County. Naomi’s House is a 24-bed overnight shelter located on the Poverello House campus. In addition to overnight shelter, the women also receive food, clothing, and medical and psychosocial assessment and care. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Organization have been prepared on the accrual basis of accounting and in accordance with U.S. generally accepted accounting principles (“US GAAP”), which require the Organization to report information regarding its financial position and activities according to the following net asset classifications: Net assets without donor restrictions: Net assets that are not subject to donor-imposed restrictions and may be expended for any purpose in performing the primary objectives of the Organization. These net assets may be used at the discretion of the Organization’s management and the Board of Directors. Net assets with donor restrictions: Net assets subject to stipulations imposed by donors and grantors. Some donor restrictions are temporary in nature; those restrictions will be met by action of the Organization or by the passage of time. Other donor restrictions are perpetual in nature, whereby the donor has stipulated the funds be maintained in perpetuity. The Statement of Activities and Functional Expenses include certain prior year summarized comparative information in total. Such information does not include sufficient detail to constitute a presentation in conformity with accounting principles generally accepted in the United States of America. Accordingly, such information should be read in conjunction with the Organization’s financial statements for the year ended September 30, 2020, from which the summarized information was derived. Adoption of New Accounting Standard In May 2014, the FASB issued guidance (Accounting Standards Codification [ASC] 606, Revenue from Contracts with Customers) which provides a five-step analysis of contracts to determine when and how revenue is recognized and replaces most existing revenue recognition guidance in U.S. generally accepted accounting principles. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. ASC 606 is effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Organization adopted ASC 606 with a date of the initial application of October 1, 2020. The Organization applied ASC 606 using the cumulative effect method, which resulted in recognizing the cumulative effect of initially applying the new guidance as an adjustment to the opening balance of net assets at October 1, 2020. The details of the significant changes and quantitative impact of the changes are discussed below. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 8 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Adoption of New Accounting Standard (Continued) As part of the adoption of ASC 606, the Organization elected to use the following transition practical expedients: (1) all contract modifications that occurred prior to the date of initial application when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price have been reflected in the aggregate; and (2) ASC 606 is applied only to contracts that are not completed at the initial date of application. Because contract modifications are minimal, there is not a significant impact as a result of electing these practical expedients. There were no significant changes that resulted from the adoption of ASC 606. The adoption of the new accounting policy did not have a significant impact on change in net assets, and therefore, there was no adjustment to the opening balance of net assets. The Organization does not expect the adoption of the new revenue standard to have a material impact on its change in net assets on an ongoing basis. Cash and Cash Equivalents For purposes of the statement of cash flows, the Organization considers all highly liquid investments available for current use with an initial maturity of three months or less to be cash equivalents. Investments Investments are stated at their estimated fair value based on quoted closing prices. Investments that are managed on a long-term basis or which are not expected to be used in the Organization’s operations within the year following the balance sheet date are classified as noncurrent. Allowance for Doubtful Accounts Receivables are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a provision for bad debt expense and an adjustment to a valuation allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to receivable. At September 30, 2021 and 2020, the Organization considers all amounts to be fully collectible; therefore, no allowance for doubtful accounts is reflected. Pledges Receivable Unconditional pledges receivable from donors that are expected to be collected within one year are recorded at net realizable value. Long-term pledges receivable that are expected to be collected in a period beyond one year are recorded at a discount using the present value of their estimated future cash flows. The discounts on long-term pledges receivable are computed using risk-free interest rates applicable to the period in which the pledges are received. Contracts Receivable Contracts receivable consist of amounts owed by various organizations for prepared meals, as defined in the memorandums of understanding, that have not been received by the Organization. The carrying amount of contracts receivable approximates net present value. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 9 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Fair Value of Financial Instruments The Organization considers its cash, grants and pledges receivable, prepaid expenses, accounts payable and accrued expenses to be short-term in nature, and therefore their fair values approximate their carrying values. Property and Equipment Property and equipment are stated at cost or, if donated and placed into service, at their estimated fair value at the date donated. The Organization’s policy is to capitalize assets with an individual value of $5,000 or greater. Routine repairs and maintenance, including planned major maintenance activities are expensed when incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Donations of property and equipment are recorded without donor restriction unless the donor restricts the donated asset to a specific purpose. Assets donated with explicit restriction regarding their use, and contributions of cash that must be used to acquire property and equipment, are reported with donor restriction. Rehabilitation Resident Deposits The Organization at times holds outside cash deposits for residents in its Rehabilitation Program. This cash is maintained in a separate bank account until such time as the residents request withdrawal of their funds. Revenue Recognition The Organization recognizes revenue when services are rendered. A receivable is recorded to the extent the amount earned exceeds cash advances. Conversely, a liability is recorded when cash advances exceed amounts earned. Funding sources may, at their discretion, request reimbursement for expenses or return of funds, or both, as a result of noncompliance by the Organization with the terms of the grants or contracts. Additionally, if the Organization terminates its activities, all unearned amounts are to be returned to the funding sources. Contributions All contributions received are considered to be available for unrestricted use unless specifically restricted by the donor. Amounts received that are designated for future periods or are restricted by the donor for specific purposes are reported as increases in net assets with donor restriction. Unconditional promises to give that are silent as to the due date are presumed to be time restricted by the donor until received and are reported as net assets with donor restriction. All donor-restricted support is reported as an increase in net assets with donor restriction. When a restriction expires (that is, when a stipulated time restriction ends or purpose restriction is accomplished), net assets with donor restriction are reclassified to net assets without donor restriction and reported in the statement of activities as net assets released from restriction. Donated In-Kind Materials and Services The Organization receives various donated materials and services. The estimated fair value of the donation is recorded as support and expense in the period received. Donated services are recognized as contributions if they significantly enhance non-financial assets or involve a professional service that would otherwise have been purchased and whose values can be objectively measured. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 10 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Advertising and Promotion The Organization expenses all advertising and promotion costs as incurred. Total advertising and promotion expenses at September 30, 2021 and 2020 were $67,151 and $20,628, respectively. Functional Allocation of Expenses The costs of providing the Organization’s programs and supporting services have been summarized on a functional basis in the Statement of Functional Expenses. Certain overhead and indirect costs have been allocated to program services and fundraising based on management’s estimate of the actual personnel and facilities utilized in such activities. Management and general include those expenses that are not directly identifiable with any specific program but provide for the overall support and direction of the Organization. The expenses allocated consist of the following: Expense Method of Allocation Salaries Time and effort Payroll benefits Time and effort Payroll taxes Time and effort Communications Time and effort Depreciation Time and effort Equipment lease Time and effort Miscellaneous Time and effort Office expenses Time and effort Repairs/maintenance Time and effort Utilities Time and effort Taxes Poverello House has qualified as a not-for-profit organization and has been granted tax-exempt status pursuant to Internal Revenue Code Section 501(c)(3) and California Revenue and Taxation Code Section 23701(d) and is exempt from Federal and State of California income taxes. Generally accepted accounting principles provide accounting and disclosures guidance about positions taken by an entity in its tax returns that might be uncertain. Management has considered its tax positions and believes that all of the positions taken in its federal and state exempt organization tax returns are more likely than not to be sustained upon examination. The Organization’s returns are subject to examination by federal and state taxing authorities, generally for three years and four years, respectively, after they are filed. Unrelated business income tax, if any, is insignificant and no provision for income taxes has been made. Use of Estimates The preparation of financial statement in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on previously reported net assets or cash flows at September 30, 2020. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 11 NOTE 3 – AVAILABILITY AND LIQUIDITY The following represents the Organization’s financial assets at September 30: 2021 2020 Financial assets at year end: Cash and cash equivalents 2,182,010$ 1,880,455$ Grants receivable 868,599 254,892 Pledges receivable 616,319 44,319 Contracts receivable 158,290 181,170 Investments 4,469,559 1,903,268 Total financial assets 8,294,777 4,264,104 Less amounts not available to be used within one year: Donor-restricted with liquidity horizons greater than one year (3,308,533) (145,973) Financial assets available to meet general expenditures over the next twelve months 4,986,244$ 4,118,131$ The Organization has not adopted an official liquidity management plan or cash maintenance policy. However, cash, cash equivalents, and short/long-term investments are reviewed regularly. These are adjusted, as needed, to account for immediate cash needs, assess risk, and maximize return. Consistent with previous years, the Organization conservatively maintains sufficient liquidity to meet its operating requirements and perform its mission. The Executive staff of the Organization and the Board of Directors may consider adopting formalized plans/policies as the need arises. NOTE 4 – PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following at September 30: 2021 2020 Land and buildings 4,485,251$ 4,463,636$ Building improvements 656,457 302,447 Building expansion 1,357,688 1,357,688 Resident Housing 215,502 215,502 Furniture, fixtures and equipment 547,499 496,636 Vehicles 402,816 301,228 Construction in progress 520,364 - 8,185,577 7,137,137 Accumulated depreciation (2,540,996) (2,334,888) Property and equipment, net 5,644,581$ 4,802,249$ Total depreciation expense was $231,492 and $206,442 at September 30, 2021 and 2020, respectively. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 12 NOTE 5 – INVESTMENT SECURITIES Investment securities consist of the following at September 30: 2021 2020 Fixed income 2,443,057$ 342,858$ Equity securities 2,026,502 1,560,410 Total investments 4,469,559$ 1,903,268$ Fair Value 2021 2020 Unrestricted investments 4,459,079$ 1,884,004$ Restricted investments 10,480 19,264 Total investments 4,469,559$ 1,903,268$ The following schedule summarizes the investment return in the statement of activities at September 30: Without Donor Restrictions With Donor Restrictions Total Interest and dividends 60,786$ 1$ 60,787$ Realized gains (losses)266,003 - 266,003 Unrealized gains (losses)260,804 3,122 263,926 Investment fees (27,286) - (27,286) Total investment income, net 560,307$ 3,123$ 563,430$ Without Donor Restrictions With Donor Restrictions Total Interest and dividends 38,362$ 119$ 38,481$ Realized gains (losses)91,068 - 91,068 Unrealized gains (losses)74,742 2,762 77,504 Investment fees (22,413) - (22,413) Total investment income, net 181,759$ 2,881$ 184,640$ 2021 2020 POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 13 NOTE 6 – FAIR VALUE MEASUREMENTS In accordance with generally accepted accounting principles, fair value is defined as the price that the entity would receive upon selling an asset or pay to transfer a liability at the reporting date. Generally accepted accounting principles establishes a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs, and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are those that reflect the reporting entity’s own assumptions about the factors market participants would use in pricing the asset or liability developed based on the best information available. The three-tier hierarchy of inputs is summarized in the three broad levels listed below: Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities. Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly, and fair value is determined through the use of other valuation methodologies. Level 3 – Valuations based on inputs that are not observable and significant to the overall fair value measurement, including the entity’s own assumptions in determining the fair value of assets or liabilities. The table below presents the level within the fair value hierarchy at which investments are measured at September 30: Total Level 1 Level 2 Level 3 Fixed income 2,443,057$ 2,443,057$ -$ -$ Equity securities 2,026,502 2,026,502 - - Total investments at fair value 4,469,559$ 4,469,559$ -$ -$ Total Level 1 Level 2 Level 3 Fixed income 342,858$ 342,858$ -$ -$ Equity securities 1,560,410 1,560,410 - - Total investments at fair value 1,903,268$ 1,903,268$ -$ -$ 2020 2021 Description NOTE 7 – RETIREMENT PLAN The Organization maintains a Simple IRA plan and provides a match of up to 3% of employee elective deferrals. Amounts paid for retirement were $33,103 and $20,171 in the years ended September 30, 2021, and 2020, respectively. POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 14 NOTE 8 – COMMITMENTS The Organization leases various office equipment under operating lease agreements. The operating leases have term expiration dates through 2025. The Organization’s future minimum lease commitments are as follows for September 30: Year Ending: 2022 22,958$ 2023 22,958 2024 22,958 2025 15,874 84,748$ Total rent expenses were $31,789 and $29,482 for the years ended September 30, 2021 and 2020, respectively. In the normal course of business, operating leases are generally renewed or replaced by other leases. NOTE 9 – NET ASSETS WITH DONOR RESTRICTIONS Net assets with donor restrictions consisted of the following at September 30: 2021 2020 Time restrictions: Estate distributions receivable 16,323$ 16,323$ Charitable trust promise to give 600,000 19,000 Purpose restrictions: McMurray Family Medical Fund 10,480 10,478 Seligman Fund - 8,785 G.L. Bruno & Associates - 10,000 Kaiser 19,760 - Amazon Day 1 Family Fund 2,501,995 - Other various 159,975 81,387 Total net assets with donor restrictions 3,308,533$ 145,973$ Net assets released from donor restriction by incurring expenses satisfying the restricted purpose or by occurrence of the passage of time or other events specified by the donors are as follows for the years ended September 30: 2021 2020 Time restriction expired: Passage of specified time 32,123$ -$ Purpose restriction accomplished: Capital projects 115,774 108,729 Program expenses 304,625 215,896 Total net assets released from restrictions 452,522$ 324,625$ POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 15 NOTE 10 – DONATED MATERIALS AND SERVICES Donated materials and services consist of the following for the years ended September 30: 2021 2020 Without donor restrictions: Food 1,729,228$ 904,583$ Goods 401,216 253,768 Services and discounts 3,913 3,000 Total donated materials and services 2,134,357$ 1,161,351$ NOTE 11 – CREDIT RISK The Organization maintains cash balances in bank accounts with financial institutions insured by the Federal Deposit Insurance Corporation. At September 30, 2021 and 2020, the Organization had uninsured cash balances of $1,332,745 and $1,575,693, respectively. NOTE 12 – LOAN PAYABLE On April 28, 2021, the Organization entered into a loan agreement with Central Valley Community Bank in the amount of $400,000 with an interest rate of 4.5%. The loan calls for four consecutive interest only monthly payments commencing May 27, 2021 and principal and interest monthly payments of $7,468 commencing September 27, 2021. The loan matures on August 27, 2026 and is secured by solar panels. The remaining balance on the loan at September 30, 2021 is $394,082. The future minimum principal payments under the Organization’s loan payable for the years ending September 30 are as follows: 2022 73,388$ 2023 76,759 2024 80,285 2025 83,974 2026 79,676 394,082$ POVERELLO HOUSE NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 See Independent Auditor’s Report. 16 NOTE 13 – CONTRACTS WITH CUSTOMERS Revenue from performance obligations satisfied at a point in time consists of the following at September 30: 2021 2020 Meal reimbursements 1,059,520$ 559,222$ Contract assets include meals reimbursement from various organizations. Contract assets are as follows: 09/30/2021 09/30/2020 10/1/2019 Closing Balance Closing Balance Opening Balance Contract assets: Contracts receivable 158,290$ 181,170$ 44,100$ NOTE 14 – UNCERTAINTY On March 11, 2020, the World Health Organization declared the outbreak of a coronavirus, COVID-19, a pandemic. Accordingly, some of the Organization’s operations were limited to protect the health and safety of its clients and employees. The financial impact on the Organization that could occur as a result of the pandemic is unknown at this time. NOTE 15 – SUBSEQUENT EVENTS On March 23, 2022, the Organization purchased a building for $1,100,000 using donor restricted funds. The intended use of the property will be to establish a family homeless shelter. Management has evaluated and concluded that there are no other subsequent events that have occurred from September 30, 2021 through the date the financial statements were available to be issued on May 26, 2022, that would require additional disclosure or adjustment. 17 SUPPLEMENTARY INFORMATION POVERELLO HOUSE SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2021 18 U.S. Department of Housing and Urban Development Pass-Through Programs from City of Fresno: Emergency Solutions Grant 14.231 *108,544$ Emergency Solutions Grant 14.231 *191,135 Emergency Solutions Grant 14.231 *184,290 Total US Department of Housing and Urban Development 483,969 U.S. Department of Homeland Security Emergency Food and Shelter National Board Program 97.024 326,926 Total US Department of Homeland Security 326,926 Other Programs Pass-Through Programs from County of Fresno: Community of Hope Unknown 169,896 Village of Hope, CARES Unknown 226,938 Total Other Programs 396,834 Total Expenditures of Federal Awards 1,207,729$ *Denotes a major program per Uniform Guidance Total Expenditures Federal Assistance Listing NumberFederal Grantor/Program or Cluster Title POVERELLO HOUSE NOTES TO THE SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2021 19 NOTE 1 – GENERAL The accompanying Schedule of Expenditures of Federal Awards (SEFA) presents the activity of all federal award programs of Poverello House (the “Organization”). Federal awards received directly from federal agencies, as well as federal awards passed through other government agencies are included in the schedule. The information in this SEFA is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). NOTE 2 – BASIS OF ACCOUNTING The accompanying SEFA is presented using the accrual basis of accounting, which is described in Note 2 of the Organizations financial statements. NOTE 3 – RELATIONSHIP TO BASIC FINANCIAL STATEMENTS Federal award expenditures agree or can be reconciled with the amounts reported in the Organization’s financial statements. NOTE 4 – INDIRECT COST RATE The Organization has elected to use the 10 percent de minimis indirect cost rate as allowed under the Uniform Guidance. 20 THIS PAGE IS LEFT BLANK INTENTIONALLY. 21 OTHER INDEPENDENT AUDITOR’S REPORTS 22 THIS PAGE IS LEFT BLANK INTENTIONALLY 23 INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS To the Board of Directors of Poverello House Fresno, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Poverello House (a nonprofit organization), which comprise the statement of financial position as of September 30, 2021, and the related statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements, and have issued our report thereon dated May 26, 2022. Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered Poverello House’s internal control over financial reporting (internal control) as a basis for designing the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Poverello House’s internal control. Accordingly, we do not express an opinion on the effectiveness of Poverello House’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether Poverello House’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the 24 financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the organization’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the organization’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Clovis, California May 26, 2022 25 INDEPENDENT AUDITOR’S REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE To the Board of Directors of Poverello House Fresno, California Report on Compliance for Each Major Federal Program We have audited Poverello House’s compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each of Poverello House’s major federal programs for the year ended September 30, 2021. Poverello House’s major federal programs are identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs. Management’s Responsibility Management is responsible for compliance with federal statutes, regulations, and the terms and conditions of its federal awards applicable to its federal programs. Auditor’s Responsibility Our responsibility is to express an opinion on compliance for each of Poverello House’s major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about Poverello House’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of Poverello House’s compliance. Opinion on Each Major Federal Program In our opinion, Poverello House complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended September 30, 2021. 26 Report on Internal Control Over Compliance Management of Poverello House is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered Poverello House’s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of Poverello House’s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Clovis, California May 26, 2022 27 SCHEDULE OF FINDINGS AND QUESTIONED COSTS POVERELLO HOUSE SCHEDULE OF FINDINGS AND QUESTIONED COSTS FOR THE YEAR ENDED SEPTEMBER 30, 2021 28 SECTION I – SUMMARY OF AUDITOR’S RESULTS Financial Statements Type of auditor's report issued Unmodified Internal control over financial reporting: Material weaknesses identified?Yes X No Significant deficiencies identified that are not considered to be material weaknesses?Yes X None reported Noncompliance material to financial statement noted?Yes X No Federal Awards Internal control over major programs: Material weaknesses identified?Yes X No Significant deficiencies identified that are not considered to be material weaknesses?Yes X None reported Type of auditor's report issued on compliance for major programs:Unmodified Any audit findings disclosed that are required to be reported in accordance with 2 CFR 200, Section 200.516(a)Yes X No Identification of Major Programs Federal Assistance Listing Number Name of Federal Program or Cluster 14.231 Emergency Solutions Grant Dollar threshold used to distinguish between Type A and Type B programs: Auditee qualified as a low-risk auditee?Yes X No $750,000 SECTION II – FINANCIAL STATEMENT FINDINGS None reported. SECTION III – FEDERAL AWARD FINDINGS None reported. POVERELLO HOUSE SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS FOR THE YEAR ENDED SEPTEMBER 30, 2021 29 SECTION I – FINANCIAL STATEMENT FINDINGS None reported. SECTION II – FEDERAL AWARD FINDINGS None reported. Part A, Exhibit 8 Board Resolution 2/2/23, 2:17 PM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/1/2 Poverello House EIN: 77-0007985 | Fresno, California, United States Publication 78 Data Organizations eligible to receive tax-deductible charitable contributions. Users may rely on this list in determining deductibility of their contributions. On Publication 78 Data List: Yes Deductibility Code: GROUP Copies of Returns (990, 990-EZ, 990-PF, 990- T) Electronic copies (images) of Forms 990, 990-EZ, 990-PF or 990-T returns filed with the IRS by charities and non-profits. Tax Year 2021 Form 990 Tax Year 2019 Form 990 Tax Year 2018 Form 990 Tax Year 2017 Form 990 Tax Year 2016 Form 990 Tax Year 2015 Form 990 2/2/23, 2:17 PM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/2/2 WestCare California PY 2023-2024 CONSOLIDATED NOFA PART A – COVER PAGE: NON-PROFIT ORGANIZATION1 Part A, Section 1: General Information Legal Name of the Organization: Fictitious Name (if applicable): WestCare California, Inc. N/A DUNS Number of Organization: Federal Tax ID Number: 054612767 23-7368450 Date of Incorporation: Date of 501(c)(3) Determination: October 1973 November 1974 Mailing Address of Organization: Organization Website Address: 1900 N Gateway Blvd Ste 100 Fresno CA 93727 www.westcare.com/california Name of President (or Chair of the Board): E-mail Address: (Dr.) Toussaint M. Streat ~ Chair toussaint.streat@kp.org Name of Chief Executive or Executive Director: E-mail Address: Richard (Dick) E. Steinberg rsteinberg@westcare.com Name of the Secretary: E-mail Address: Ken Ortbals ken.ortbals@westcare.com Name of Treasurer (or Chief Financial Officer): E-mail Address: Ken Ortbals ken.ortbals@westcare.com Principal Contact Person: Principal Contact’s Title: Principal Contact’s Physical Address (Street Address, Suite, City, State, ZIP): Maryann Knoy Vice President 1900 N Gateway Blvd Ste 100 Fresno CA 93727-1625 Primary Phone #: Alternative Phone #:E-mail Address: 559-251-4800 ext. 21236 559-538-2084 maryann.knoy@westcare.com Name of Authorized Signatory: Title of Authorized Signatory: Shawn Jenkins Chief Operating Officer Signature of Authorized Official: Date of Signature: 1/27/23 1 This document is for non-profit organizations. Units of local government, please complete Part A: Unit of Government Information PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 2 of 5 Part A, Section 2: Mission Statement Please provide the organization’s mission statement within the below space: MISSION:WestCare empowers everyone with whom we come into contact to engage in a process of healing, growth, and change benefitting themselves, their families, coworkers, and communities. VISION: WestCare devotes our best collective and individual efforts to "uplift the human spirit" by consistenly improving, expanding, and strengthening the quality, efficacy, and cost-effectiveness of everything we do in building for the future. MOTTO: Uplifting the human spirit Part A, Section 3: Organizational Capacity and Management Please provide key personnel information for HUD-funded projects: Staff Name Title Years of Experience 1) Richard Steinberg President 40+ 2) Ken Ortbals Chief Executive Officer 30+ 3) Savannah Jones Chief Administrative Officer 20+ 4) Shawn Jenkins Chief Operating Officer 30+ 5) Maryann Knoy Vice President 20+ Board of Directors How often does your Board of Directors regularly meet? quarterly List current Board of Directors below: 1) Dr. Toussaint M. Streat ~ Chair 6) Ramón (Ray) A. Abadin 2) James (Jim) L. Wadhams 7) Derrick T. Boazman 3) Thomas (Tom) J. Walsh, II 8) Richard (Dick) E. Steinberg ~ President 4) Mary A.Y. Okada 9) Ken Ortbals, Treasurer and Secretary 5) William (Bill) J. Ekstrom, Jr. 10) PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 3 of 5 Financial Management 1) Has an audit been performed on the proposing organization’s accounting procedures within the last two years? Yes No If yes, name of auditor: Roos & McNabb CPA's 2) Is the agency audited every year? Yes No 3) Were any management letters issued as a result of the last audit? If yes, explain. No 4) Provide the name of staff responsible for your agency’s accounting system Name: Linda Erath Title: Chief Financial Officer Phone/Email: 702-610-2236 Authorized Signatories If your organization is selected for funding, signatures from persons bearing titles from each of the two lines below will be required by your organization. 1. Board Chair, President, or Vice President 2. Treasurer, Secretary, or Assistant Secretary If you will be unable to provide the two requested signatures or intend to otherwise deviate from the standard signature authority, please indicate the names and titles of the authorized signatories below and provide the names and titles of the person(s) authorized to execute agreements on behalf of your organization in your board- certified resolution. Authorized Signatory Name Authorized Signatory Title 1) Shawn Jenkins Chief Operating Officer 2) Board Resolution providing for the signature authority of persons to sign agreements on behalf of the entity is attached (required before a subrecipient agreement will be executed). To view the City’s policy regarding signature authority, including a sample signature page and sample certification, view Administrative Order 4-1 at: https://www.fresno.gov/personnel/human-resources-support/#tab-2 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 4 of 5 Part A, Section 4: Summary of Attached Applications: Provide number and total dollar amount of applications by Application Type  Homeless and Homelessness Prevention Programs Number of Applications Total Dollar Amount Requested 2 $ 1,098,623.71  Owner-Occupied Home Repair Number of Applications Total Dollar Amount Requested 0 $ 0.00  Public and Community Services Number of Applications Total Dollar Amount Requested 0 $ 0.00  Fair Housing Number of Applications Total Dollar Amount Requested 0 $ 0.00 = GRAND TOTAL Number of Applications Total Dollar Amount Requested 2 $1,098,623.71 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 5 of 5 Required Attachments to Part A Select all attachments included. Part A, Exhibit 1 – Organization’s U.S. Internal Revenue Service 501(c)(3) Determination of Exemption Letter (Required) Part A, Exhibit 2 – Organization’s Articles of Incorporation (Required) Part A, Exhibit 3 – Bylaws of the Organization (Required) Part A, Exhibit 4 – Statement and Designation by Foreign Corporation (when location of incorporation was outside of California) (Required of Out-of-State Corporations only) Part A, Exhibit 5 – List of Directors and Officers by Corporate Title and Name (Required) Part A, Exhibit 6 – Most Recent Audited Financial Statement (an IRS 990, Return of Organization Exempt from Income Tax, may be submitted in lieu of an audit whenever the organization lacks an audit due it not exceeding California and Federal audit thresholds). Part A, Exhibit 7 – Indirect Cost Rate Agreement with Federal Cognizant Agency (Required if applicant seeks to charge an indirect cost rate greater than 10 percent of modified total direct costs) Part A, Exhibit 8 – Resolution of the Board of the Directors Authorizing the Application and Naming the Persons Authorized to Sign the Application (Required; the Resolution must be submitted to the City by 4:00 PM, Friday, March 18, 2022) WCCA Board of Directors List January 24, 2022 Page 1 of 2 WestCare California, Inc 2022 Board of Directors and Officers At-Large Directors (Dr.) Toussaint M. Streat ~ Chair Kaiser Permanente 2071 Herndon Ave Clovis, CA 93611 (559) 360-2181 Cell (559) 974-5005 Work toussaint.streat@kp.org Executive Committee Directors James (Jim) L. Wadhams Black & Wadhams Attorneys 10777 West Twain Ave. Suite 300 Las Vegas, NV 89135 (702) 869-8801 Work (702) 869-2669 Fax jlwadhams@blackwadhams.law Thomas (Tom) J. Walsh, II 180 28th Ave. North St. Petersburg, FL 33704 (727) 552-1947 Work (727) 823-0749 Home (727) 552-1440 Fax tom.walsh@westcare.com Mary A.Y. Okada PO Box 3566 Hagatna, Guam 96932 (671) 735-5700 Work (671) 734-1003 Fax (671) 777-3216 Cell mary.okada@guamcc.edu Ramón (Ray) A. Abadin 2333 Ponce De Leon Blvd. BAC Colonnade, Suite 314 Coral Gables, FL 33134 (305) 321-4496 Cell rabadin@abadinlaw.net Derrick T. Boazman 1860 Bond Drive Atlanta, GA 30315 (404) 246-8001 Cell DB1380@gmail.com William (Bill) J. Ekstrom, Jr. 1516 S. Paloma Blanca Pl. Kingman, AZ 86401 (928) 308-7434 Cell wjekstromjr@gmail.com WCCA Board of Directors List January 24, 2022 Page 2 of 2 Executive Committee Directors Richard (Dick) E. Steinberg ~ President PO Box 94738 Las Vegas, NV 89193 (702) 385-2090 Work (702) 448-8100 Fax rsteinberg@westcare.com Non-Director Ex-Officio Officers Ken Ortbals, Treasurer and Secretary of WestCare California, Inc. PO Box 94738 Las Vegas, NV 89193 (702) 385-2090 ken.ortbals@wesstcare.com WESTCARE CALIFORNIA, INC. FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION JUNE 30, 2021 WESTCARE CALIFORNIA, INC. REPORT ON FINANCIAL STATEMENTS JUNE 30, 2021 TABLE OF CONTENTS PAGE Independent Auditor’s Report 1-2 Financial Statements: Statement of Financial Position 3 Statement of Activities 4 Statement of Cash Flows 5 Statement of Functional Expenses 6 Notes to the Financial Statements 7-13 Supplemental and Other Information: Schedule of Expenditures of Federal Awards 14 Notes to Schedule of Expenditures of Federal Awards 15 Schedule of Findings and Questioned Costs 16 Independent Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 17-18 Independent Auditor’s Report on Compliance for Each Major Federal Program and on Internal Control Over Compliance Required by the Uniform Guidance 19-20 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WestCare California, Inc. as of June 30, 2021 and the change in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Supplemental and Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedules of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 15, 2021, on our consideration of WestCare California, Inc.’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering WestCare California, Inc.’s internal control over financial reporting and compliance. Fresno, California December 15, 2021 2 WESTCARE CALIFORNIA, INC. STATEMENT OF FINANCIAL POSITION JUNE 30, 2021 ASSETS Cash and Cash Equivalents $ 6,911 Grant Contracts Receivable 9,421,691 Prepaid Expenses 205,949 Cash Restricted for Client Funds 272,983 Cash Restricted for Program Funds 1,208,323 Due from Related Organization 2,504,457 Property and Equipment, Net 4,567,553 Total Assets $18,187,867 LIABILITIES Accounts Payable and Accrued Expenses $ 4,429,244 Accrued Salaries and Related Expenses 1,458,502 Due to Clients (Contra) 247,089 Deferred Revenue 3,599,578 Total Liabilities $ 9,734,413 NET ASSETS Without Donor Restrictions 8,453,454 Total Net Assets 8,453,454 Total Liabilities and Net Assets $18,187,867 See accompanying notes to financial statements 3 WESTCARE CALIFORNIA, INC. STATEMENT OF ACTIVITIES For the Year Ended June 30, 2021 Change in Net Assets Without Donor Restrictions Revenues and Other Support Federal Contract Revenue $ 8,754,067 State Contract Revenue 5,427,937 STOP Contract 9,451,423 STOP Aftercare 17,491,372 County Contract Revenue 11,005,789 City Contract Revenue 1,068,625 Other Contract Revenue 518,086 Client Fees 1,486,813 Donations and Gifts 12,392 Stimulus Funds 702,775 Other Revenue 18,098 Total Revenues and Other Support Without Donor Restrictions $ 55,937,377 Expenses Program Services Grants and Program Support 47,163,977 Total Program Services 47,163,977 Supporting Services General and Administrative 8,449,650 Total Supporting Services 8,449,650 Total Expenses 55,613,627 Change in Net Assets Without Donor Restrictions 323,750 Net Assets, Beginning of Year 8,129,704 Net Assets, End of Year $ 8,453,454 See accompanying notes to financial statements 4 WESTCARE CALIFORNIA, INC. STATEMENT OF CASH FLOWS JUNE 30, 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Change in Net Assets Without Donor Restrictions $ 323,750 Adjustments to Reconcile Change in Net Assets To Net Cash Provided by Operating Activities: Depreciation 330,962 (Increase) or Decrease in: Grants Receivable (2,727,082) Prepaid Expenses 42,851 Increase or (Decrease) in: Accounts Payable and Accrued Expenses 319,346 Accrued Salaries and Related Expenses 106,268 Clients Funds (Contra) 42,177 Deferred Revenue 2,850,404 Net Cash Provided/(Used) in Operating Activities $ 1,288,676 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of Property and Equipment (484,322) Net Cash Provided/(Used) in Investing Activities (484,322) CASH FLOWS FROM FINANCING ACTIVITIES: Advances to Related Organization (1,284,988) Net Cash Provided/(Used) in Financing Activities ( 1,284,988) Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash (480,634) Beginning Cash, Cash Equivalents, and Restricted Cash 1,968,851 Ending Cash, Cash Equivalents, and Restricted Cash $ 1,488,217 Supplemental Disclosure: Interest Paid $ -- See accompanying notes to financial statements 5 P R O G R A M S E R V I C E S GENERAL FEDERAL STATE LOCAL OTHER PROGRAM TOTAL AND TOTAL GRANTS GRANTS GRANTS GRANTS SUPPORT PROGRAM FUNDRAISING ADMINISTRATIVE EXPENSES SALARIES AND RELATED EXPENSES Salaries $2,429,388 $6,046,349 $7,573,339 $193,608 $545,711 $16,788,395 $- $642,652 $17,431,047 Payroll taxes and employee benefits 394,229 519,168 740,058 14,074 98,906 1,766,435 - 2,360,490 4,126,925 TOTAL SALARIES AND RELATED EXPENSES 2,823,617 6,565,517 8,313,397 207,682 644,617 18,554,830 - 3,003,142 21,557,972 OTHER EXPENSES Building occupancy 216,944 719,527 692,580 10,716 28,342 1,668,109 58,915 1,727,024 Travel 9,778 42,881 43,290 211 1,219 97,379 13,180 110,559 Equipment costs 45,082 264,853 91,415 79,165 7,853 488,368 40,568 528,936 Repair and Maintenance 31,806 128,775 121,672 2,409 13,792 298,454 20,467 318,921 Vehicles 168,898 145,824 184,394 25,636 1,841 526,593 6,557 533,150 Food costs 19,845 467,317 325,640 14,958 5,689 833,449 188 833,637 Program Assistance and Supplies 3,906,011 722,151 1,129,558 90,924 34,465 5,883,109 20,412 5,903,521 Purchased Aftercare 17,491,372 17,491,372 - 17,491,372 Interest and Taxes 16,363 5,282 4,103 1,895 474 28,117 31,132 59,249 Operating supplies and expenses 121,647 269,211 236,522 9,960 33,894 671,234 673,024 1,344,258 Professional services 30,670 115,680 290,514 2,400 600 439,864 214,525 654,389 Management/Administration - - - - - - 4,219,677 4,219,677 TOTAL OTHER EXPENSES 4,567,044 20,372,873 3,119,688 238,274 128,169 28,426,048 - 5,298,645 33,724,693 TOTAL EXPENSES BEFORE DEPRECIATION 7,390,661 26,938,390 11,433,085 445,956 772,786 46,980,878 - 8,301,788 55,282,665 Depreciation 1,184 39,755 129,083 - 13,077 183,099 - 147,863 330,962 TOTAL EXPENSES $7,391,845 $26,978,145 $11,562,168 $445,956 $785,863 $47,163,977 $- 8,449,650 $55,613,627 See accompanying notes to financial statements WestCare California, Inc. STATEMENT OF FUNCTIONAL EXPENSES Year Ended June 30, 2021 6 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 1 – ORGANIZATION AND NATURE OF ACTIVITIES: Organization and Nature of Activities: WestCare California, Inc. is a tax exempt, non- profit corporation governed by a volunteer board of directors incorporated in 1999 whose purposes include, but are not limited to the following: A. To promote public awareness about chemical dependency and related issues and problems; and, B. To promote recovery from chemical dependency and or related illnesses, through developing, establishing and/or maintaining of centers for the rehabilitation of individuals and their families. C. To promote the health and well being of all citizens. The Organization provides residential and out-patient rehabilitation programs, criminal justice programs, health related and a variety of prevention programs and services all of which are related to the purposes for which it is established. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting: The accompanying financial statements of the Organization have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America. Basis of Presentation: Net assets and revenues, expenses, gains, and losses are classified based on the existence or absence of donor-imposed restrictions. Accordingly, net assets of the Organization and changes therein are classified as follows: Net assets without donor restrictions: Net assets that are not subject to donor- imposed restrictions and may be expended for any purpose in performing the primary objectives of the Organization. These net assets may be used at the discretion of Management and the Board of Directors. Net assets with donor restrictions: Net assets subject to stipulations imposed by donors and grantors. Some donor restrictions are temporary in nature; those restrictions will be met by actions of the Organization or by the passage of time. Other donor restrictions are perpetual in nature, whereby the donor has stipulated the funds be maintained in perpetuity. 7 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued): Measure of Operations: The statement of activities reports all changes in net assets, including changes in net assets from operating and non-operating activities. Operating activities consist of those items attributable to the Organization’s ongoing activities. Non-operating activities are limited to resources that generate return from investments and other activities considered to be of a more unusual or nonrecurring nature. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures contained in the financial statements. Actual results could differ from those estimates. Cash and Cash Equivalents: For purposes of the statement of cash flows, the Organization considers investments available for current use with an initial maturity of three months or less to be cash equivalents. Concentrations of Credit Risk: Financial instruments that potentially subject the Organization to concentration of credit risk are cash and receivables. Concentration of credit risk with respect to receivables is limited because a substantial portion of these balances are due from federal and state governmental agencies. Management believes the Organization is not exposed to any significant credit risk on cash. The Organization maintains its cash in various bank accounts that, at times, may exceed federally insured limits. These accounts have been placed with high credit quality financial institutions. On June 30, 2021, the Organization had cash in excess of the FDIC insured limit in the amount of $497,533. Receivables: Receivables are stated at the amount management expects to collect from balances outstanding at year end. The receivables are primarily contracts and/or grants from funding sources for services performed under cost reimbursement contracts. It is the practice of the Organization to record an allowance for doubtful accounts. Bad debts are charged to the allowance account as incurred. Based on management’s assessment of receivables it has concluded that an allowance is not necessary on June 30, 2021. Balances that are still outstanding after management has used reasonable collection efforts are written off to bad debt expense. Revenue and Revenue Recognition: Revenue is recognized when earned. Program service fees and payments received in advance are deferred to the applicable period in which the related services are performed, or expenditures are incurred, respectively. Contract Revenue: Revenue under some third-party payor agreements is subject to audit and retroactive adjustments. Provisions for estimated third-party payor settlements are provided in the period the related services are rendered, if determinable. 8 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued): Contributions: Contributions are recorded as income at the estimated value at date of receipt as net assets without donor restrictions or net assets with donor restrictions, depending on the existence and/or nature of any donor-imposed restrictions. No donations with donor-imposed restrictions have been received. Conditional Promises to Give: Conditional promises to give, that is, those with a measurable performance or other barrier, and a right of return, are not recognized until the conditions on which they depend have been substantially met. Conditional gifts received prior to the satisfaction of conditions are recorded as refundable advances. Donated Services and In-Kind Contributions: Volunteers contribute significant amounts of time to our program services, administration, and fundraising and development activities; however, the financial statements do not reflect the value of these contributed services because they do not meet recognition criteria prescribed by generally accepted accounting principles. Donated goods are recorded at fair value at the date of donation. Donated services are recorded at the respective fair values of the services received. No significant contributions of such goods or services were received during the year ended June 30, 2021. Due to/from related parties: Amounts as due to/from related parties, included in the accompanying statements of financial position, arise principally from the collaborative activities between the affiliates to further the mission of the Organization. Property and Equipment: The Organization capitalizes property and equipment over $5,000. Lesser amounts are expensed. Purchased property and equipment is capitalized at cost. Donations of property and equipment are recorded as contributions at their estimated fair value. Such donations are reported as unrestricted contributions unless the donor has restricted the donated assets to a specific purpose. The cost of maintenance and repairs is charged to expense as incurred, significant renewals and betterments are capitalized. Property and equipment are depreciated using the straight- line method over the estimated useful lives of the assets. Compensated Absences: The Organization’s policy allows employees to accumulate vacation and sick leave based on the length of service, position, and other factors. Accrual of vacation time is included in the accompanying financial statements. The total amount accrued for vacation on June 30, 2021 was $732,605. Income Taxes: The Organization qualifies as a not-for-profit organization as described in Section 501 (c)(3) of the Internal Revenue Code and is tax exempt from federal and state income taxes, therefore no provisions for income taxes have been made. Management is of the opinion that there is no unrelated business income subject to taxation. Management is also of the opinion that there are no material uncertain tax positions. All tax returns have been appropriately filed by the Organization. 9 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued): Functional Expenses: The financial statements report certain categories of expenses that are attributable to more than one program or supporting function. Therefore, these expenses require allocation on a reasonable basis that is consistently applied. The costs of providing the various programs and supporting services have been summarized on a functional basis in the statement of activities. The statement of functional expenses presents the natural classification detail of expenses by function. Such expenses are charged to grant programs and supporting services on the basis of program costs. General and administrative costs include those expenses that are not directly identifiable with any specific program but provide for the overall support of the Organization. Accordingly, certain costs have been allocated among program services and supporting services benefited. Such allocations are determined by management on an equitable basis. Salaries and benefits are charged directly to the program for which work has been done based on time and effort. Other expenses and overhead costs are based on staff allocation to functional areas. NOTE 3 – CASH AND CASH EQUIVALENTS: The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the amounts shown in the statement of cash flows: Cash and Cash Equivalents $ 6,911 Cash Restricted for Client Funds 272,983 Cash Restricted for Program Funds 1,208,323 Total Cash, Cash Equivalents, and Restricted Cash shown in the Statement of Cash Flows $1,488,217 NOTE 4 – RESTRICTIONS ON ASSETS: Restrictions, if any, on assets as of June 30, 2021, are related to grant awards and/or lending agreements. Such assets must be used in accordance with the purposes established by laws and regulations of the grants or agreements in contrast with unrestricted funds over which the governing board remained full control to use in achieving any of its organizational purposes. Separate cash accounts are maintained as required by grant and/or lending agreements. The Organization also holds cash in trust for participants in various programs. 10 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 5– LIQUIDITY AND AVAILABILITY OF FINANCIAL ASSETS: The following reflects the Organization’s financial assets available within one year of the statement of financial position date. There are no amounts reduced and not available for general use because of donor-imposed restrictions or long-term investments. Cash and cash equivalents $ 6,911 Grant contracts receivable 9,421,691 Total available for general expenditures $9,428,602 As part of the Organization’s liquidity management, it utilizes a zero-balance account (zba) with WestCare Foundation, Inc., a checking account in which a balance of zero is maintained by automatically transferring funds from a master account in an amount only large enough to cover checks presented. This cash pooling system is designed to leave in the current accounts of the subsidiaries the minimum amounts to be able to deal with their debts contracted. The advantage of this system is to centralize the cash to be able to obtain better rates. In addition, the Organization transfers amounts as needed to meet cash flow needs through a related affiliate, WestCare Foundation, Inc. NOTE 6 – PROPERTY AND EQUIPMENT, NET: Property and equipment, net consisted of the following on June 30, 2021: Land $ 391,095 Buildings and Improvements 5,914,618 Leasehold Improvements 1,261,595 Furniture and Fixtures 359,470 Computer Equipment 122,759 Vehicles 649,894 Construction in Progress 18,528 8,717,959 Less: Accumulated Depreciation (4,150,406) Total Property and Equipment, Net $4,567,553 For the year ended June 30, 2021, depreciation expense totaled $330,962. NOTE 7 – EMPLOYEE BENEFIT PLAN: The Organization has a 401(k)-retirement plan covering eligible employees held with Voya Financial with a Safe Harbor Match. The Organization’s match is 3% of each qualified employee’s basic contribution plus an additional $.50 for each $1 contributed for the next 2% earnings. Plan contribution by the Organization for the year ended June 30, 2021 was $194,256. 11 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 8 – COMMITMENTS AND CONTINGENCIES: Operating Leases: As of June 30, 2021, the Organization had entered into various non-cancellable operating lease agreements for real property. The approximate minimum future commitments on an annual basis are as follows: 2021 $510,488, 2022 $350,533, 2023 $320,053, 2024 $280,484, 2025 $114,828 and thereafter $-0-. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize leases on the statement of financial position for most leases with a term longer than 12 months. The effective date for this standard has been delayed to reporting periods beginning after December 15, 2021. Contingencies: Federal Grants – The Organization receives financial assistance from the federal government in the form of grants and entitlements. Receipt of grants is generally conditioned upon compliance with terms and conditions of the grant agreements and applicable federal laws and regulations, including the expenditure of resources for eligible purposes. Accordingly, expenditures financed by these programs are subject to financial and compliance audits by the grantor agencies, which could result in request for reimbursement by the grantor agencies for expenditures, if disallowed by the granting agencies, cannot be determined at this time. Management believes that such disallowances, if any, will not have a material adverse effect on the financial position of the Organization. NOTE 9 – DEFERRED REVENUE: Deferred revenue consists of the following amounts as of June 30, 2021: Donation from Bezos Day one Families for Homeless $2,501,254 Contra Costa – COVID Rate 317,854 Kaiser Madera Street2Home 150,000 BSCC 143,000 St. Agnes Medical Center 116,744 Sierra Health Foundation to Support Telehealth 102,044 Other 268,682 $3,599,578 NOTE 10 – ECONOMIC DEPENDENCY: The Organization receives a significant portion of its support and revenues from contracts and/or agreements with agencies of the Government of the United States. The Organization’s ability to continue operating is predicated on the government’s continued support and funding of its programs. The continuation of program services in the subsequent year is expected based on contract renewals and continuations received to date. A significant reduction in the level of this funding, if this were to occur, could have an adverse effect on the programs and activities. 12 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 11 – RELATED PARTY TRANSACTION: WestCare Foundation, Inc. is a managing and governing oversight organization for WestCare California, Inc. During the year ending June 30, 2021, WestCare Foundation, Inc. received management fees for general and administrative expenses of $4,219,677 from WestCare California, Inc. In addition, WestCare California, Inc. has advanced funds as of June 30, 2021 to WestCare Foundation, Inc. for $2,504,457. NOTE 12 – COVID-19 PANDEMIC: The COVID-19 pandemic, whose effects first became known in January 2020, is having a broad and negative impact on commerce and financial markets around the world. The United States and global markets experienced significant declines in value resulting from uncertainty caused by the pandemic. The Organization is closely monitoring its liquidity and is actively working to minimize the impact of these declines. The extent of the impact of COVID-19 on the Organization’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and its impacts on the Organization’s customers, employees, and vendors, all of which at present, cannot be determined. Accordingly, the extent to which COVID-19 may impact the Organization’s financial position and changes in net assets and cash flows is uncertain and the accompanying financial statements include no adjustments relating to the effects of this pandemic. NOTE 13 – SUBSEQUENT EVENTS: The Organization has evaluated subsequent events through December 15, 2021, the date which the financial statements were available to be issued and has determined that there were no events occurring during that period that required disclosure to the accompanying financial statements. END OF NOTES TO THE FINANCIAL STATEMENTS 13 WESTCARE CALIFORNIA, INC. SUPPLEMENTAL MATERIAL Pass through Federal Federal Transfers to Identifying #CFDA#Expenditures Subrecipients US Department of Housing & Urban Development Community Development Block Grants/Entitlement Grants Pass Through Award(s): City of Fresno - CDBG_Homeless Prevention 2019-096 14.218 18,156 Total Community Development Block Grants/Entitlement Grants 18,156 - Emergency Solutions Grant Program Pass Through Award(s): Fresno County - ESG Rapid-Rehousing A-18-542 14.231 57,753 - Fresno County - ESG MAP (CA)A-18-338 14.231 125,779 - City of Fresno - ESG Project Unite (CA)2019-096 14.231 221,515 Total Emergency Solutions Grant Program 405,047 - Housing Opportunities for Persons with AIDS (HOPWA) Pass Through Award(s): City of Fresno (CA)2019-096 14.241 516,657 90,000 City of Fresno (CA) - Cares Act 2019-096 14.241 87,020 - Housing Opportunities for Persons with AIDS (HOPWA)603,677 90,000 Continuum of Care Program Direct Award(s): Continuum of Care Program (CA)-Project LiftOff 14.267 349,872 224,798 Continuum of Care Program (CA)-Coordinated Entry 14.267 397,554 - Total Continuum of Care Program 747,426 224,798 Department of Veterans Affairs VA Homeless Providers Grant and Perdiem Program Direct Award(s): VA Capital Grant & Per Diem (CA)64.024 632,228 Veterans Grant Program-Case Management 64.024 80,467 - Total VA Homeless Providers Grant and Perdiem Program 712,695 - VA Supportive Services for Veteran Families Program Direct Award(s): VA Supportive Services for Veterans Families (CA)64.033 1,492,901 - VA Supportive Services for Veterans Families (CA) - COVID 19 - CARES Act 1.0 64.033 1,017,230 - VA Supportive Services for Veterans Families (CA) - COVID 19 - CARES Act 2.0 64.033 3,745,596 - Total VA Supportive Services for Veteran Families Program 6,255,727 - US Department of Health & Human Services: Substance Abuse and Mental Health Services Projects of Regional and National Significance Direct Award(s): SAMHSA BEAT HIV/AIDS (CA)93.243 538,864 - SAMHSA Opening Doors to Housing and Wellness 93.243 315,730 - Total Substance Abuse and Mental Health Services Projects of Regional and National Significance 854,594 - Grants to Provide Outpatient Early Intervention Services with Respect to HIV Disease Direct Award(s): Ryan White Title III HIV Capacity Development and Planning Grant 93.918 17,535 - Total Grants to Provide Outpatient Early Intervention Services with Respect to HIV Disease 17,535 - Block Grants for the Prevention and Treatment of Substance Abuse Pass Through Award(s): US Probation & PreTrial (CA)0972-2016-19 93.959 152,695 - Total Block Grants for the prevention and Treatment of Substance Abuse 152,695 - Department of Homeland Security Emergency Food and Shelter National Board Program Pass Through Award(s): United Way (CA)97.024 12,427 - Total Emergency Food and Shelter National Board Program 12,427 - Total Expenditures of Federal Awards 9,779,979$ 314,798$ WESTCARE CALIFORNIA, INC. SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED JUNE 30, 2021 See accompanying notes to financial statements 14 WESTCARE CALIFORNIA, INC. NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED JUNE 30, 2021 NOTE A - BASIS OF PRESENTATION: The accompanying schedule of expenditures of federal awards include the federal award activity of WestCare California, Inc. under programs of the federal government for the year ended June 30, 2021. The information in the schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Because the Schedule presents only a selected portion of the operations of WestCare California, Inc., it is not intended to and does not present the financial position, changes in net assets, or cash flows of WestCare California, Inc. NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. NOTE C – INDIRECT COST RATE: WestCare California, Inc. has elected not to use the 10-percent de minimis indirect cost rate allowed under the Uniform Guidance. WestCare California, Inc. has a provisional indirect rate agreement for 26% for the year ended June 30, 2021. 15 WESTCARE CALIFORNIA, INC. SCHEDULE OF FINDINGS AND QUESTIONED COSTS FEDERAL PROGRAMS FOR THE YEAR ENDED JUNE 30, 2021 Section I – Summary of Auditor’s Results Financial Statements Type of auditor’s report issued on whether the financial statements audited were prepared in accordance with GAAP: Unmodified Internal control over financial reporting: • Material weakness(es) idenitifed? No • Significant deficiency(ies) identified? None reported Noncompliance material to financial statements noted? No Federal Awards Internal control over major programs: • Material weakness(es) identified? No • Significant deficiency(ies) identified? None reported Types of auditor’s report issued on compliance for major programs: Unmodified Any audit findings disclosed that are required to be reported in accordance with CFR 200.516(a)? No Identification of major programs: Federal Program or Cluster Federal CFDA No. Emergency Solutions Grant 14.231 Continuum of Care 14.267 Substance Abuse and Mental Health Services 93.243 Dollar threshold used to distinguish between type A & type B Programs: Federal Programs: $750,000 Auditee qualified as low-risk auditee pursuant to Uniform Guidance: Yes Section II – Financial Statement Findings None reported Section III – Federal Award Findings and Questioned Costs None reported Section IV – Other Issues/Prior Year Audit Findings No management letter is required because there were no findings required to be reported in the management letter. No Summary Schedule of Prior Audit Findings is required because there were no prior audit findings. No Corrective Action Plan is required because there were no findings required to be reported. 16 Compliance and Other Matters As part of obtaining reasonable assurance about whether WestCare California, Inc.’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the organization’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the organization’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Fresno, California December 15, 2021 18 Opinion on Each Major Federal Program In our opinion, WestCare California, Inc. complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2021. Report on Internal Control over Compliance Management of WestCare California, Inc. is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered WestCare California, Inc.’s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of WestCare California, Inc.’s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with the type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be significant deficiencies or material weaknesses. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Fresno, California December 15, 2021 20 PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 10 of 28 PY 2023-2024 APPLICATION Homeless and Homelessness Prevention Programs 1. Project Summary Information – please complete the below summary for the project/program. Project Name (10 words or less): Project UNITE Amount Requested: $ 248,958.00 ESG Applicants Only – please provide a breakdown of amount requested by program component: Street Outreach: $ 0.00 Emergency Shelter: $ 0.00 Homelessness Prevention: $ 15,916.00 Rapid Rehousing: $ 233,042.00 HMIS: $ 0.00 This is a: New Project/Program Existing Project/Program Provide a short description of the proposed program/activity. (1 to 3 sentences and must fit in the provided space). WestCare California, Inc. is seeking funding to continue providing rapid rehousing and homelessness prevention services through Project Unite. During the grant period, Project Unite will will provide: 1) 21 individuals with homelessness prevention services; 2) 18 individuals with rapid rehousing assistance; and 3) 13 households will receive case management services. The program will engage homeless and chronically homeless individuals and families with extremely low-incomes (less than 30% area median income), including Veterans who are not eligible for housing assistance through SSVF or HUD-VASH. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 11 of 28 2. Organizational Capacity a. Describe the organization’s experience with administering federally funded programs of this nature. WestCare California, a subsidiary of WestCare Foundation, has provided behavioral health and human services including street outreach and engagement, housing and homelessness prevention, case management, substance use disorder treatment, and co-occurrring mental health disorder services to the Fresno community since 1974. WestCare provides services for low-income individuals and families. Special populations we work with include people experiencing homelessness, people with substance use and mental health disorders, people living with HIV/AIDS, criminal justice populations, Veterans, and people identifying with the LGBTQ community. With ongoing funding from multiple federal, state, and local agencies including HUD, SAMHSA, Veterans Administration, California Department of Corrections and Rehabilitation, Board of State and Community Corrections, City of Fresno, County of Fresno, and others, WestCare California administers 60 separate contracts throughout the State of California with a budget of approximately $60 million and more than 500 staff. WestCare's leadership team possesses decades of experience in administering homelessness prevention and housing programs. WestCare currently operates several housing programs through a variety of funders, including Project Unite and Housing Opportunities for People with AIDS (HOPWA) under contract with the City of Fresno; Project LiftOFF funded by HUD; and Coordinated Entry for the Fresno Madera Continuum of Care also funded by HUD, among others. WestCare has sufficient cash reserves to guarantee at least three months of program service in the event that funding from this source is delayed or unavailable. b. For how many years has the organization administered activities of the type described in this application? 49 c. Does the organization have the following in place (check box if ‘yes’)? Written policies and procedures for the proposed project or program (i.e., intake, eligibility) PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 12 of 28 Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures Facility utilization plan and policies Note: If not, be aware, the City will require a facility utilization plan and policies prior to the execution of a subrecipient agreement. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 13 of 28 d. Provide addresses for each applicable location of site(s) where activity will occur, and a brief description of the facilities. WestCare's Housing Department offices are located at 1900 N. Gateway Blvd., Ste. 100, Fresno, CA 93727. This facility houses senior leadership, Housing Department staff, and administrative support staff and provides dedicated office space for private client meetings, conference rooms, and a complete training facility. Maps attached as exhibit H PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 14 of 28 3. Proposed Scope of Work a. Briefly describe the needs this proposal addresses, and how existing resources are insufficient to meet this need: There is a great need in the City of Fresno for housing and supportive services for an increasing homeless population. The 2022 Point in Time ("PIT") Count, which documents all persons living on the streets in Fresno and Madera Counties, took place on February 23rd. It showed that a total of 4,216 people were experiencing homelessness in Fresno and Madera Counties on the night of the survey. This includes 2,338 people who were experiencing unsheltered homelessness, 1,524 people who were staying in emergency shelters, and 336 people who were living in transitional housing. These figures represent a 15% increase in homelessness in the Fresno-Madera area since the last PIT Count was conducted in 2020. This data clearly indicates that continued ESG funding is urgently needed in the community for rapid rehousing and homelessness prevention services. b. Briefly describe the target population and how the project will meet the specific needs of the target population. WestCare has a long history of successfully housing and treating people in need in the City of Fresno, including the most vulnerable populations who are considered the hardest to reach – extremely low-income households, disabled individuals, Veterans, people living with HIV/AIDS, chronically homeless individuals, people fleeing domestic violence, and people with co-occurring substance use and mental health disorders. The people WestCare serves need intensive case management services and often require linkages to multiple supportive services in addition to housing, including medical care, treatment for substance use and mental health disorders, adult basic education, life skills training, vocational skills and job search assistance, and enrollment in public benefits for which the client may not be aware of their eligibility. WestCare staff is highly experienced in the provision of effective, stigma free services for people who may have many barriers to successful outcomes. All of WestCare's programs follow the housing first model and are person-centered, gender-responsive, and trauma-informed and follow proven, evidence-based practices in service delivery. Project Unite provides comprehensive services based on each participant’s unique needs, including: • Conducting assessments to determine housing and supportive services needs PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 15 of 28 • Developing individualized plans for housing and supportive services • Providing prevention, diversion, and rapid re-housing assistance • Provision of financial, utility, and/or rental assistance • Obtaining needed documents (license, birth certificate, etc.) • Helping participants set up appointments and complete paperwork • Attending appointments with participants • Locating, securing, and maintaining stable permanent housing (within 30-60 days) • Obtaining federal, state, and local benefits (Medi-Cal, CalFresh, WIC, etc.) • Monitoring and evaluating participants’ progress • Updating assessments and service plans to reflect current needs and interests • Continuing engagement with supports and services until permanently housed • Providing linkages/warm hand-off to other available services, including: o Financial literacy, budgeting, paying rent, and bills o Transportation passes/vouchers o Employment o Social and recreational opportunities o Apartment maintenance/upkeep o Tenant rights and responsibilities o Household and personal safety o Being a good neighbor o Conflict resolution o Developing supportive and positive relationships c. Describe how the project will be marketed to the target population. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 16 of 28 Project Unite will market its services to the target population through regular outreach activities to engage people in need and educate them about available housing assitance and other resources offered in the community by WestCare and other partners in the Fresno-Madera Continuum of Care. The program also produces brochures describing available services and distributes these marketing materials at community events to notify the community about available services. Additionally, Project Unite's Case Manager will continue to actively participate in weekly Coordinated Entry case conferencing meetings where potential clients are discussed and decisions about referrals are made. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 17 of 28 d. Summary of Services to be provided: Select all services to be provided, including those that are not funded by the City. Emergency Shelter Transitional Housing Homeless Prevention/Housing Assistance Homeless Diversion Mental Health/Other Services - Individual and Family Counseling - Drug/Alcohol Treatment - Job Training - Children’s Program - Parenting education - Domestic Violence Intervention - Self-Sufficiency Skills Training - Outreach - Assessment of Needs Permanent Housing with Supportive Services Affordable Housing Job Training/ Job Search Women’s Program Day Care Youth Program Access to Medical Immigration Assistance Fair Housing Assistance Academic Support/Tutoring Referral Services Case Management Provide Meals Free Services Business Development to micro-enterprise Other (specify):transportation assistance PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 18 of 28 e. Estimate the number of unduplicated persons expected to benefit from the project: 39 unduplicated persons will receive a direct benefit from this project. f. Please indicate which of these service types will be provided and the number of unduplicated persons who will benefit. Check if Providing Public and Community Service Types Estimated No. Persons Assisted Operating Cost of Shelters for Persons who are homeless or impacted by HIV/AIDS Rental Assistance/Subsidy 39 Supportive/Essential Services (not duplicated with services provided in conjunction with another activity) Housing information services (not duplicated with services provided in conjunction with another activity) PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 19 of 28 g. Describe the homeless or homelessness prevention service program. Please include information about barriers to program participation and how the activity will address those barriers, and any information about how the activity was developed or refined in consultation with the target population. Limit description to the space provided on this and the next page. WestCare is seeking continued funding for rapid rehousing and homelessness prevention for Project Unite. This program prioritizes the housing, health, and wellbeing of homeless and chronically homeless extremely low-income individuals, and those at risk of homelessness, without regard for gender, sexual orientation, or disability, and fulfills all criteria of Housing First. The project’s goals are to: 1) Establish supportive relationships with the street homeless population in the City of Fresno, providing linkages and support to decrease the number of persons experiencing unsheltered and chronic homelessness; 2) Increase participants’ income and ability to obtain and maintain permanent housing; 3) Assist participants in establishing and maintaining a healthy lifestyle. WestCare's proposed activities are consistent with the priorities outlined in the City of Fresno 2020-2024 Consolidated Plan. The specific priority addressed under this application is for "Homelessness and the Prevention of Homelessness" to "provide assistance for the homeless and those at risk of becoming homeless through safe low-barrier shelter options, housing first collaborations, and associated supportive services." WestCare's proposed services are interventions that are consistent with the plan’s priorities regarding homelessness, will help participants regain housing stability, and are grounded in the Housing First approach. WestCare and partners provide all aspects of homeless housing and homelessness prevention including emergency shelter, bridge housing, housing relocation, rental assistance and housing stabilization, linkages to substance use disorder and mental health treatment services, and case management. Project Unite aligns with the Consolidated Plan’s high prioritization of homelessness remediation. The plan’s goal regarding homelessness is to provide assistance including shelter operations, rapid rehousing, and homelessness prevention. Project Unite provides homeless housing and homelessness prevention services including emergency shelter, bridge housing, housing relocation, rental assistance, and housing stabilization. The plan also prioritizes providing assistance to low-income and special needs households through case management and linkages to substance use and mental health treatment, which WestCare provides directly. WestCare also fulfills the plan's goal of providing facilities through collaboration for persons with special needs, such as domestic violence victims, through a partnership with the Marjaree Mason Center. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 20 of 28 Detailed Narrative Description of Project/Program (Continued from previous page) WestCare applies the Housing First approach to meet people experiencing homelessness where they are. WestCare works with a broad network of community partners in the Fresno-Madera Continuum of Care and its Coordinated Entry system. Potential participants are identified through FMCoC outreach efforts, other WestCare programs like San Joaquin Valley Veterans, and WestCare’s own outreach teams. Project Unite also accepts walk-ins and referrals from city and county agencies, as well as the Veterans Administration Medical Center. Intake is done through Coordinated Entry. Participants are immediately assessed and prioritized for available housing using the standardized Vulnerability Index-Service Prioritization and Decision Assistance Tool (VI-SPDAT). Additionally, all participants are entered into HMIS to prevent service duplication and ensure efficient, expedited service delivery. Case managers begin working with participants upon enrollment to develop Individual Service Plans (ISP) with short- and long-term goals for housing stability. Initially, participants and case managers meet weekly, or even daily, until the participant gains more stability in their living situation. Additional services provided include life skills training, literacy, and job- readiness programs. Permanent housing is usually obtained within 30-60 days. In previous years, the program's provision of rapid rehousing rental assistance was limited to six months. However, under the new grant term, WestCare would like to extend rapid rehousing rental assistance for up to 12 months. The longer support period will help the program attract more participants, increase/maintain housing stability, and secure landlords' agreements to rent to program participants. These program improvements will also ensure that WestCare is able to fully spend down the grant within the twelve-month grant term. People experiencing homelessness face formidable barriers in their attempts to improve their housing stability. Lack of reliable transportation, need for childcare, lack of steady work history or inadequate preparation for employment, lack of benefits for which they may be eligible, and the inability to navigate complex systems can all impede housing stability. Project Unite mitigates these factors through comprehensive services including providing transportation to appointments, linking participants to medical and mental health providers, substance use disorder treatment, vocational and educational services, and assisting them in successfully enrolling in benefits for which they may be eligible. At WestCare, we believe that getting feedback from participants is the best way to continuously improve the effectiveness and efficiency of our programs. To this end, participant satisfaction surveys are issued to clients to receive feedback on services from their perspective. The goal of these surveys is to gather participant’s opinions about the program and determine how satisfied they were with the services they received. These surveys are critical to WestCare’s program design process because the information they collect can help program leadership to identify any shortcomings the program may have, discover any unmet needs that participants may have, and determine areas for improvement. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 21 of 28 h. Collaboration Briefly describe any collaboration efforts with other organizations for this project/program or related initiatives. Collaborating Organization Description of Collaboration Marjaree Mason Center domestic violence counseling Turning Point of Central California emergency shelter, bridge housing Wings Advocacy Fresno furniture and household goods RH Community Builders emergency shelter Mental Health Systems emergency shelter, bridge housing Kingsview Behavioral Health Systems street outreach PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 22 of 28 4. Project/Program Budget a. Activity Budget by Funding Type Please provide a high-level summary of the total budget by federal and non- federal funds. Proposed Activity Budget Amount Total ESG, HOPWA, and/or CDBG Funds Requested $1,098,623 Total Other Federal Funds (do not include the above funds on this line) $0 Total Non-Federal Funds $248,958 Total Proposed Activity Budget $1,347,581 b. List of Funding Sources Provide all planned funding anticipated/ committed for this activity for FY 2023- 2024. If the organization has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date Fresno County HEAP $248,958 committed N/A PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 23 of 28 c. Activity Budget Summary and Narrative Please complete Exhibit A – Operating Budget Summary. The above referenced Budget worksheet is available in Excel format at www.fresno.gov/housing under ‘Notices of Funding Available.’ Please complete Exhibit B – Budget Narrative to provide a brief explanation of the expenses included in the budget. d. Prior-Year Financial Statement For existing programs, please attach a financial statement labeled as Exhibit B for the proposed program for the last full operating year. Failure to provide the financial statement will result in disqualification. Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY EXHIBIT B – BUDGET NARRATIVE EXHIBIT C – HOMELESS AND HOMELESSNESS PREVENTION ESG SOURCES AND AMOUNTS OF MATCH AND MATCH QUESTIONAIRE EXHIBIT D – PRIORYEAR AUDITED FINANCIAL STATEMENT INCLUDING STATEMENT OF ACTIVITIES, STATEMENT OF FINANCIAL POSITION AND STATEMENT OF CASH FLOWS (REQUIRED WHEN TOTAL FEDERAL GRANT AWARDS EQUALED OR EXCEEDED $750,000 DURING THE ANNUAL AUDIT PERIOD); OR EXHIBIT E – PRIOR-YEAR UNAUDITED FINANCIAL STATEMENT WHEN TOTAL FEDERAL GRANT AWARDS FOR THE ANNUAL AUDIT PERIOD WAS LESS THAN $750,000 Optional Additional Exhibits: EXHIBIT F – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT G – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT H – SERVICE AREA MAP (REQUIRED IF NOT DESCRIBED IN 2.d.) Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position; add additional rows as needed) Direct Service Personnel: Director of Housing Services @ 38% 28,500.00 6,669.00 35,169.00 35,169.00 70,338.00 Case Manager 1.0 FTE 49,920.00 11,681.28 61,601.28 61,601.28 123,202.56 ‐ ‐ ‐ ‐ ‐ ‐ Administrative Personnel: ‐ ‐ ‐ ‐ ‐ ‐ Independent Contractors / Consultants: ‐ ‐ ‐ ‐ TOTAL PERSONNEL BUDGET $ 78,420.00 $ 18,350.28 $ 96,770.28 $ ‐ $ ‐ $ 96,770.28 $ ‐ $ ‐ $ 193,540.56 Occupancy, Supplies, and Other Operating Communications $ 1,540.00 1,540.00 1,540.00 3,080.00 Office Supplies 822.94 822.94 822.94 1,645.88 Computers/Copier/Equipment 760.00 760.00 760.00 1,520.00 Repairs/Maintenance/Lease/Utilities 2,300.00 2,300.00 2,300.00 4,600.00 Staff Recruitment 200.00 200.00 200.00 400.00 Mileage/Fuel/Vehicle Maintenance 2,400.00 2,400.00 2,400.00 4,800.00 Staff Travel/Training 300.00 300.00 300.00 600.00 ‐ ‐ Other (Specify) ‐ TOTAL OCCUPANCY, SUPPLIES AND OTHER OPERATING BUDGET $ 8,322.94 $ 8,322.94 $ ‐ $ ‐ $ 8,322.94 $ ‐ $ ‐ $ 16,645.88 INDIRECT COSTS (Select 1 indirect rate Only) Approved Cost Allocation Plan Rate 17% 36,173.49 36,173.49 36,173.49 72,346.98 De minimus 10 % Rate ‐ TOTAL INDIRECT COST BUDGET 36,173.49 $ 36,173.49 $ ‐ $ ‐ $ 36,173.49 $ ‐ $ ‐ $ 72,346.98 Rapid Re‐housing Rental Assistance 67,932.00 67,932.00 67,932.00 135,864.00 Security & Utility Deposits 22,644.00 22,644.00 22,644.00 45,288.00 Utility Payments 1,200.00 1,200.00 1,200.00 2,400.00 Homeless Prevention Rental Assistance 10,500.00 10,500.00 10,500.00 21,000.00 Security & Utility Deposits 2,516.00 2,516.00 2,516.00 5,032.00 Utility Payments 2,900.00 2,900.00 2,900.00 5,800.00 Loans to Beneficiaries ‐ Other (Specify) ‐ TOTAL PROGRAM EXPENSE BUDGET 107,692.00 $ 107,692.00 $ ‐ $ ‐ $ 107,692.00 $ ‐ $ ‐ $ 215,384.00 TOTAL PROJECT BUDGET $ 230,608.43 $ 18,350.28 $ 248,958.71 $ ‐ $ ‐ $ 248,958.71 $ ‐ $ ‐ $ 497,917.42 * Please revise this form and annotate budget items as needed All applicants are required to submit a copy of their organization’s operating budget. CITY OF FRESNO OPERATING BUDGET SUMMARY (non‐capital projects) Budgeted Position (Personnel) or Category (Operations) City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) Rental Assistance Funds to provide assistance to clients for short‐term, medium‐term, or one‐time payment for rent in arrears. WestCare California, Inc. (WCCA) will assist 2 clients @ 12 months, 2 clients @ 9 months and 2 clients @ 6 months. Estimated at $5,661 per month x 12 months or $67,932 per year. Security & Utility Deposits Funds to assist clients with security and/or utility deposit assistance. Estimated at $1,887 per month x 12 months or $22,644 per year. Utility Payments Funds to assist clients with utility payments. Estimated at $100 per month x 12 months or $1,200 per year. WestCare RRH Operating Case Manager Case Manager will provide individuals and their families with case management to ensure they transition to independence. This will include arrangement, coordination, monitoring, and delivery of services related to meeting the housing needs of clients and helping them obtain housing stability. The Case Manager will meet with each client at least once weekly to provide support and assistance towards achieving each Individualized Service Plan. This 1.0 FTE position will be paid @ $24/hour. Director of Housing Services The Director of Housing Svcs will be responsible for the oversight of the program and scope of work. This position will approve all purchases to ensure costs are within budget, monitor data for contract compliance, submit performance reports, and will provide supervision through direct observation and follow‐up training. This will be calculated at 38% of the WestCare salary paid to this position. Fringe Benefits Calculated at 23.4% of total salaries Communications For the connectivity fees associated with the program cell phones to be used by WestCare ESG program staff, desk phone, internet, Fedex costs, etc. Calculated at $128.33 per month x 12 months. Office Supplies This line item represents the cost of consumables such as copy paper, pens, clipboards, toner, tape, staples, etc., for the program. Calculated at an estimated $68.58 per month x 12 months. Computers/Copier/Equipment This line item represents the cost to lease one printer/fax/scanner, computer supplies, etc. Calculated at $63.33 per month for 12 months. Repairs/Maintenance/Lease/Utilities This line item represents the cost of the lease, electricity, natural gas, and other utility costs allocated per the rented space to be used by the program; and for the day‐to‐day repairs of the program facility. Calculated at an estimated $191.67 per month x 12 months. Staff Recruitment This line item represents the recruiting of staff which includes advertising, medical exams, lab fees, etc. Calculated @ $200 per year. Staff Mileage/Fuel/Vehicle Maintenance For mileage reimbursements due to WestCare ESG staff for use of their personal vehicle for program related travel. Calculated at an estimated $200.00 per month x 12 months. Staff Travel/Training The program will offer CSH ‐ Supportive Housing training at a cost of $300 per year. HP Financial Assistance Rental Assistance Funds to provide assistance to seven (7) HP clients for payment of arrears which will assist in client's ability to remain housed. Estimated at $1,500 per client over 12 months. Security & Utility Deposits Funds to assist clients with security and/or utility deposit assistance. Estimated at $209.67 per month x 12 months. Homelessness Prevention WestCare California, Inc. City of Fresno ESG (Project Unite) CoF PY 23‐24 / WCCA FY 24‐25 Rapid Re‐Housing WestCare Rapid Rehousing Financial Assistance Rapid Re‐Housing Relocation & Stabilization Utility Payments Funds to assist clients with utility payment arrears. Estimated at $241.67 per month x 12 months. N/A No funding requested with this NOFA Indirect Costs Indirect costs are comprised of administrative personnel and other such costs that support the program and are not covered in the line item budget. These costs include, but are not limited to, management, accounting, payroll, human resources, and technical support. Calculated at WestCare's Federally Approved indirect rate of 17% ($36,173.49) based on direct program costs. Street Outreach & Emergency Shelter Indirect Costs 1 2 3 4 5 Fresno COunty HEAP Home Sweet Home RRH - A-22-293 248,958.71 248,958.71 x x x x x x WESTCARE CALIFORNIA, INC. FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION JUNE 30, 2021 WESTCARE CALIFORNIA, INC. REPORT ON FINANCIAL STATEMENTS JUNE 30, 2021 TABLE OF CONTENTS PAGE Independent Auditor’s Report 1-2 Financial Statements: Statement of Financial Position 3 Statement of Activities 4 Statement of Cash Flows 5 Statement of Functional Expenses 6 Notes to the Financial Statements 7-13 Supplemental and Other Information: Schedule of Expenditures of Federal Awards 14 Notes to Schedule of Expenditures of Federal Awards 15 Schedule of Findings and Questioned Costs 16 Independent Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 17-18 Independent Auditor’s Report on Compliance for Each Major Federal Program and on Internal Control Over Compliance Required by the Uniform Guidance 19-20 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WestCare California, Inc. as of June 30, 2021 and the change in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Supplemental and Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedules of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 15, 2021, on our consideration of WestCare California, Inc.’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering WestCare California, Inc.’s internal control over financial reporting and compliance. Fresno, California December 15, 2021 2 WESTCARE CALIFORNIA, INC. STATEMENT OF FINANCIAL POSITION JUNE 30, 2021 ASSETS Cash and Cash Equivalents $ 6,911 Grant Contracts Receivable 9,421,691 Prepaid Expenses 205,949 Cash Restricted for Client Funds 272,983 Cash Restricted for Program Funds 1,208,323 Due from Related Organization 2,504,457 Property and Equipment, Net 4,567,553 Total Assets $18,187,867 LIABILITIES Accounts Payable and Accrued Expenses $ 4,429,244 Accrued Salaries and Related Expenses 1,458,502 Due to Clients (Contra) 247,089 Deferred Revenue 3,599,578 Total Liabilities $ 9,734,413 NET ASSETS Without Donor Restrictions 8,453,454 Total Net Assets 8,453,454 Total Liabilities and Net Assets $18,187,867 See accompanying notes to financial statements 3 WESTCARE CALIFORNIA, INC. STATEMENT OF ACTIVITIES For the Year Ended June 30, 2021 Change in Net Assets Without Donor Restrictions Revenues and Other Support Federal Contract Revenue $ 8,754,067 State Contract Revenue 5,427,937 STOP Contract 9,451,423 STOP Aftercare 17,491,372 County Contract Revenue 11,005,789 City Contract Revenue 1,068,625 Other Contract Revenue 518,086 Client Fees 1,486,813 Donations and Gifts 12,392 Stimulus Funds 702,775 Other Revenue 18,098 Total Revenues and Other Support Without Donor Restrictions $ 55,937,377 Expenses Program Services Grants and Program Support 47,163,977 Total Program Services 47,163,977 Supporting Services General and Administrative 8,449,650 Total Supporting Services 8,449,650 Total Expenses 55,613,627 Change in Net Assets Without Donor Restrictions 323,750 Net Assets, Beginning of Year 8,129,704 Net Assets, End of Year $ 8,453,454 See accompanying notes to financial statements 4 WESTCARE CALIFORNIA, INC. STATEMENT OF CASH FLOWS JUNE 30, 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Change in Net Assets Without Donor Restrictions $ 323,750 Adjustments to Reconcile Change in Net Assets To Net Cash Provided by Operating Activities: Depreciation 330,962 (Increase) or Decrease in: Grants Receivable (2,727,082) Prepaid Expenses 42,851 Increase or (Decrease) in: Accounts Payable and Accrued Expenses 319,346 Accrued Salaries and Related Expenses 106,268 Clients Funds (Contra) 42,177 Deferred Revenue 2,850,404 Net Cash Provided/(Used) in Operating Activities $ 1,288,676 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of Property and Equipment (484,322) Net Cash Provided/(Used) in Investing Activities (484,322) CASH FLOWS FROM FINANCING ACTIVITIES: Advances to Related Organization (1,284,988) Net Cash Provided/(Used) in Financing Activities ( 1,284,988) Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash (480,634) Beginning Cash, Cash Equivalents, and Restricted Cash 1,968,851 Ending Cash, Cash Equivalents, and Restricted Cash $ 1,488,217 Supplemental Disclosure: Interest Paid $ -- See accompanying notes to financial statements 5 P R O G R A M S E R V I C E S GENERAL FEDERAL STATE LOCAL OTHER PROGRAM TOTAL AND TOTAL GRANTS GRANTS GRANTS GRANTS SUPPORT PROGRAM FUNDRAISING ADMINISTRATIVE EXPENSES SALARIES AND RELATED EXPENSES Salaries $2,429,388 $6,046,349 $7,573,339 $193,608 $545,711 $16,788,395 $- $642,652 $17,431,047 Payroll taxes and employee benefits 394,229 519,168 740,058 14,074 98,906 1,766,435 - 2,360,490 4,126,925 TOTAL SALARIES AND RELATED EXPENSES 2,823,617 6,565,517 8,313,397 207,682 644,617 18,554,830 - 3,003,142 21,557,972 OTHER EXPENSES Building occupancy 216,944 719,527 692,580 10,716 28,342 1,668,109 58,915 1,727,024 Travel 9,778 42,881 43,290 211 1,219 97,379 13,180 110,559 Equipment costs 45,082 264,853 91,415 79,165 7,853 488,368 40,568 528,936 Repair and Maintenance 31,806 128,775 121,672 2,409 13,792 298,454 20,467 318,921 Vehicles 168,898 145,824 184,394 25,636 1,841 526,593 6,557 533,150 Food costs 19,845 467,317 325,640 14,958 5,689 833,449 188 833,637 Program Assistance and Supplies 3,906,011 722,151 1,129,558 90,924 34,465 5,883,109 20,412 5,903,521 Purchased Aftercare 17,491,372 17,491,372 - 17,491,372 Interest and Taxes 16,363 5,282 4,103 1,895 474 28,117 31,132 59,249 Operating supplies and expenses 121,647 269,211 236,522 9,960 33,894 671,234 673,024 1,344,258 Professional services 30,670 115,680 290,514 2,400 600 439,864 214,525 654,389 Management/Administration - - - - - - 4,219,677 4,219,677 TOTAL OTHER EXPENSES 4,567,044 20,372,873 3,119,688 238,274 128,169 28,426,048 - 5,298,645 33,724,693 TOTAL EXPENSES BEFORE DEPRECIATION 7,390,661 26,938,390 11,433,085 445,956 772,786 46,980,878 - 8,301,788 55,282,665 Depreciation 1,184 39,755 129,083 - 13,077 183,099 - 147,863 330,962 TOTAL EXPENSES $7,391,845 $26,978,145 $11,562,168 $445,956 $785,863 $47,163,977 $- 8,449,650 $55,613,627 See accompanying notes to financial statements WestCare California, Inc. STATEMENT OF FUNCTIONAL EXPENSES Year Ended June 30, 2021 6 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 1 – ORGANIZATION AND NATURE OF ACTIVITIES: Organization and Nature of Activities: WestCare California, Inc. is a tax exempt, non- profit corporation governed by a volunteer board of directors incorporated in 1999 whose purposes include, but are not limited to the following: A. To promote public awareness about chemical dependency and related issues and problems; and, B. To promote recovery from chemical dependency and or related illnesses, through developing, establishing and/or maintaining of centers for the rehabilitation of individuals and their families. C. To promote the health and well being of all citizens. The Organization provides residential and out-patient rehabilitation programs, criminal justice programs, health related and a variety of prevention programs and services all of which are related to the purposes for which it is established. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting: The accompanying financial statements of the Organization have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America. Basis of Presentation: Net assets and revenues, expenses, gains, and losses are classified based on the existence or absence of donor-imposed restrictions. Accordingly, net assets of the Organization and changes therein are classified as follows: Net assets without donor restrictions: Net assets that are not subject to donor- imposed restrictions and may be expended for any purpose in performing the primary objectives of the Organization. These net assets may be used at the discretion of Management and the Board of Directors. Net assets with donor restrictions: Net assets subject to stipulations imposed by donors and grantors. Some donor restrictions are temporary in nature; those restrictions will be met by actions of the Organization or by the passage of time. Other donor restrictions are perpetual in nature, whereby the donor has stipulated the funds be maintained in perpetuity. 7 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued): Measure of Operations: The statement of activities reports all changes in net assets, including changes in net assets from operating and non-operating activities. Operating activities consist of those items attributable to the Organization’s ongoing activities. Non-operating activities are limited to resources that generate return from investments and other activities considered to be of a more unusual or nonrecurring nature. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures contained in the financial statements. Actual results could differ from those estimates. Cash and Cash Equivalents: For purposes of the statement of cash flows, the Organization considers investments available for current use with an initial maturity of three months or less to be cash equivalents. Concentrations of Credit Risk: Financial instruments that potentially subject the Organization to concentration of credit risk are cash and receivables. Concentration of credit risk with respect to receivables is limited because a substantial portion of these balances are due from federal and state governmental agencies. Management believes the Organization is not exposed to any significant credit risk on cash. The Organization maintains its cash in various bank accounts that, at times, may exceed federally insured limits. These accounts have been placed with high credit quality financial institutions. On June 30, 2021, the Organization had cash in excess of the FDIC insured limit in the amount of $497,533. Receivables: Receivables are stated at the amount management expects to collect from balances outstanding at year end. The receivables are primarily contracts and/or grants from funding sources for services performed under cost reimbursement contracts. It is the practice of the Organization to record an allowance for doubtful accounts. Bad debts are charged to the allowance account as incurred. Based on management’s assessment of receivables it has concluded that an allowance is not necessary on June 30, 2021. Balances that are still outstanding after management has used reasonable collection efforts are written off to bad debt expense. Revenue and Revenue Recognition: Revenue is recognized when earned. Program service fees and payments received in advance are deferred to the applicable period in which the related services are performed, or expenditures are incurred, respectively. Contract Revenue: Revenue under some third-party payor agreements is subject to audit and retroactive adjustments. Provisions for estimated third-party payor settlements are provided in the period the related services are rendered, if determinable. 8 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued): Contributions: Contributions are recorded as income at the estimated value at date of receipt as net assets without donor restrictions or net assets with donor restrictions, depending on the existence and/or nature of any donor-imposed restrictions. No donations with donor-imposed restrictions have been received. Conditional Promises to Give: Conditional promises to give, that is, those with a measurable performance or other barrier, and a right of return, are not recognized until the conditions on which they depend have been substantially met. Conditional gifts received prior to the satisfaction of conditions are recorded as refundable advances. Donated Services and In-Kind Contributions: Volunteers contribute significant amounts of time to our program services, administration, and fundraising and development activities; however, the financial statements do not reflect the value of these contributed services because they do not meet recognition criteria prescribed by generally accepted accounting principles. Donated goods are recorded at fair value at the date of donation. Donated services are recorded at the respective fair values of the services received. No significant contributions of such goods or services were received during the year ended June 30, 2021. Due to/from related parties: Amounts as due to/from related parties, included in the accompanying statements of financial position, arise principally from the collaborative activities between the affiliates to further the mission of the Organization. Property and Equipment: The Organization capitalizes property and equipment over $5,000. Lesser amounts are expensed. Purchased property and equipment is capitalized at cost. Donations of property and equipment are recorded as contributions at their estimated fair value. Such donations are reported as unrestricted contributions unless the donor has restricted the donated assets to a specific purpose. The cost of maintenance and repairs is charged to expense as incurred, significant renewals and betterments are capitalized. Property and equipment are depreciated using the straight- line method over the estimated useful lives of the assets. Compensated Absences: The Organization’s policy allows employees to accumulate vacation and sick leave based on the length of service, position, and other factors. Accrual of vacation time is included in the accompanying financial statements. The total amount accrued for vacation on June 30, 2021 was $732,605. Income Taxes: The Organization qualifies as a not-for-profit organization as described in Section 501 (c)(3) of the Internal Revenue Code and is tax exempt from federal and state income taxes, therefore no provisions for income taxes have been made. Management is of the opinion that there is no unrelated business income subject to taxation. Management is also of the opinion that there are no material uncertain tax positions. All tax returns have been appropriately filed by the Organization. 9 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued): Functional Expenses: The financial statements report certain categories of expenses that are attributable to more than one program or supporting function. Therefore, these expenses require allocation on a reasonable basis that is consistently applied. The costs of providing the various programs and supporting services have been summarized on a functional basis in the statement of activities. The statement of functional expenses presents the natural classification detail of expenses by function. Such expenses are charged to grant programs and supporting services on the basis of program costs. General and administrative costs include those expenses that are not directly identifiable with any specific program but provide for the overall support of the Organization. Accordingly, certain costs have been allocated among program services and supporting services benefited. Such allocations are determined by management on an equitable basis. Salaries and benefits are charged directly to the program for which work has been done based on time and effort. Other expenses and overhead costs are based on staff allocation to functional areas. NOTE 3 – CASH AND CASH EQUIVALENTS: The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the amounts shown in the statement of cash flows: Cash and Cash Equivalents $ 6,911 Cash Restricted for Client Funds 272,983 Cash Restricted for Program Funds 1,208,323 Total Cash, Cash Equivalents, and Restricted Cash shown in the Statement of Cash Flows $1,488,217 NOTE 4 – RESTRICTIONS ON ASSETS: Restrictions, if any, on assets as of June 30, 2021, are related to grant awards and/or lending agreements. Such assets must be used in accordance with the purposes established by laws and regulations of the grants or agreements in contrast with unrestricted funds over which the governing board remained full control to use in achieving any of its organizational purposes. Separate cash accounts are maintained as required by grant and/or lending agreements. The Organization also holds cash in trust for participants in various programs. 10 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 5– LIQUIDITY AND AVAILABILITY OF FINANCIAL ASSETS: The following reflects the Organization’s financial assets available within one year of the statement of financial position date. There are no amounts reduced and not available for general use because of donor-imposed restrictions or long-term investments. Cash and cash equivalents $ 6,911 Grant contracts receivable 9,421,691 Total available for general expenditures $9,428,602 As part of the Organization’s liquidity management, it utilizes a zero-balance account (zba) with WestCare Foundation, Inc., a checking account in which a balance of zero is maintained by automatically transferring funds from a master account in an amount only large enough to cover checks presented. This cash pooling system is designed to leave in the current accounts of the subsidiaries the minimum amounts to be able to deal with their debts contracted. The advantage of this system is to centralize the cash to be able to obtain better rates. In addition, the Organization transfers amounts as needed to meet cash flow needs through a related affiliate, WestCare Foundation, Inc. NOTE 6 – PROPERTY AND EQUIPMENT, NET: Property and equipment, net consisted of the following on June 30, 2021: Land $ 391,095 Buildings and Improvements 5,914,618 Leasehold Improvements 1,261,595 Furniture and Fixtures 359,470 Computer Equipment 122,759 Vehicles 649,894 Construction in Progress 18,528 8,717,959 Less: Accumulated Depreciation (4,150,406) Total Property and Equipment, Net $4,567,553 For the year ended June 30, 2021, depreciation expense totaled $330,962. NOTE 7 – EMPLOYEE BENEFIT PLAN: The Organization has a 401(k)-retirement plan covering eligible employees held with Voya Financial with a Safe Harbor Match. The Organization’s match is 3% of each qualified employee’s basic contribution plus an additional $.50 for each $1 contributed for the next 2% earnings. Plan contribution by the Organization for the year ended June 30, 2021 was $194,256. 11 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 8 – COMMITMENTS AND CONTINGENCIES: Operating Leases: As of June 30, 2021, the Organization had entered into various non-cancellable operating lease agreements for real property. The approximate minimum future commitments on an annual basis are as follows: 2021 $510,488, 2022 $350,533, 2023 $320,053, 2024 $280,484, 2025 $114,828 and thereafter $-0-. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize leases on the statement of financial position for most leases with a term longer than 12 months. The effective date for this standard has been delayed to reporting periods beginning after December 15, 2021. Contingencies: Federal Grants – The Organization receives financial assistance from the federal government in the form of grants and entitlements. Receipt of grants is generally conditioned upon compliance with terms and conditions of the grant agreements and applicable federal laws and regulations, including the expenditure of resources for eligible purposes. Accordingly, expenditures financed by these programs are subject to financial and compliance audits by the grantor agencies, which could result in request for reimbursement by the grantor agencies for expenditures, if disallowed by the granting agencies, cannot be determined at this time. Management believes that such disallowances, if any, will not have a material adverse effect on the financial position of the Organization. NOTE 9 – DEFERRED REVENUE: Deferred revenue consists of the following amounts as of June 30, 2021: Donation from Bezos Day one Families for Homeless $2,501,254 Contra Costa – COVID Rate 317,854 Kaiser Madera Street2Home 150,000 BSCC 143,000 St. Agnes Medical Center 116,744 Sierra Health Foundation to Support Telehealth 102,044 Other 268,682 $3,599,578 NOTE 10 – ECONOMIC DEPENDENCY: The Organization receives a significant portion of its support and revenues from contracts and/or agreements with agencies of the Government of the United States. The Organization’s ability to continue operating is predicated on the government’s continued support and funding of its programs. The continuation of program services in the subsequent year is expected based on contract renewals and continuations received to date. A significant reduction in the level of this funding, if this were to occur, could have an adverse effect on the programs and activities. 12 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 11 – RELATED PARTY TRANSACTION: WestCare Foundation, Inc. is a managing and governing oversight organization for WestCare California, Inc. During the year ending June 30, 2021, WestCare Foundation, Inc. received management fees for general and administrative expenses of $4,219,677 from WestCare California, Inc. In addition, WestCare California, Inc. has advanced funds as of June 30, 2021 to WestCare Foundation, Inc. for $2,504,457. NOTE 12 – COVID-19 PANDEMIC: The COVID-19 pandemic, whose effects first became known in January 2020, is having a broad and negative impact on commerce and financial markets around the world. The United States and global markets experienced significant declines in value resulting from uncertainty caused by the pandemic. The Organization is closely monitoring its liquidity and is actively working to minimize the impact of these declines. The extent of the impact of COVID-19 on the Organization’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and its impacts on the Organization’s customers, employees, and vendors, all of which at present, cannot be determined. Accordingly, the extent to which COVID-19 may impact the Organization’s financial position and changes in net assets and cash flows is uncertain and the accompanying financial statements include no adjustments relating to the effects of this pandemic. NOTE 13 – SUBSEQUENT EVENTS: The Organization has evaluated subsequent events through December 15, 2021, the date which the financial statements were available to be issued and has determined that there were no events occurring during that period that required disclosure to the accompanying financial statements. END OF NOTES TO THE FINANCIAL STATEMENTS 13 WESTCARE CALIFORNIA, INC. SUPPLEMENTAL MATERIAL Pass through Federal Federal Transfers to Identifying #CFDA#Expenditures Subrecipients US Department of Housing & Urban Development Community Development Block Grants/Entitlement Grants Pass Through Award(s): City of Fresno - CDBG_Homeless Prevention 2019-096 14.218 18,156 Total Community Development Block Grants/Entitlement Grants 18,156 - Emergency Solutions Grant Program Pass Through Award(s): Fresno County - ESG Rapid-Rehousing A-18-542 14.231 57,753 - Fresno County - ESG MAP (CA)A-18-338 14.231 125,779 - City of Fresno - ESG Project Unite (CA)2019-096 14.231 221,515 Total Emergency Solutions Grant Program 405,047 - Housing Opportunities for Persons with AIDS (HOPWA) Pass Through Award(s): City of Fresno (CA)2019-096 14.241 516,657 90,000 City of Fresno (CA) - Cares Act 2019-096 14.241 87,020 - Housing Opportunities for Persons with AIDS (HOPWA)603,677 90,000 Continuum of Care Program Direct Award(s): Continuum of Care Program (CA)-Project LiftOff 14.267 349,872 224,798 Continuum of Care Program (CA)-Coordinated Entry 14.267 397,554 - Total Continuum of Care Program 747,426 224,798 Department of Veterans Affairs VA Homeless Providers Grant and Perdiem Program Direct Award(s): VA Capital Grant & Per Diem (CA)64.024 632,228 Veterans Grant Program-Case Management 64.024 80,467 - Total VA Homeless Providers Grant and Perdiem Program 712,695 - VA Supportive Services for Veteran Families Program Direct Award(s): VA Supportive Services for Veterans Families (CA)64.033 1,492,901 - VA Supportive Services for Veterans Families (CA) - COVID 19 - CARES Act 1.0 64.033 1,017,230 - VA Supportive Services for Veterans Families (CA) - COVID 19 - CARES Act 2.0 64.033 3,745,596 - Total VA Supportive Services for Veteran Families Program 6,255,727 - US Department of Health & Human Services: Substance Abuse and Mental Health Services Projects of Regional and National Significance Direct Award(s): SAMHSA BEAT HIV/AIDS (CA)93.243 538,864 - SAMHSA Opening Doors to Housing and Wellness 93.243 315,730 - Total Substance Abuse and Mental Health Services Projects of Regional and National Significance 854,594 - Grants to Provide Outpatient Early Intervention Services with Respect to HIV Disease Direct Award(s): Ryan White Title III HIV Capacity Development and Planning Grant 93.918 17,535 - Total Grants to Provide Outpatient Early Intervention Services with Respect to HIV Disease 17,535 - Block Grants for the Prevention and Treatment of Substance Abuse Pass Through Award(s): US Probation & PreTrial (CA)0972-2016-19 93.959 152,695 - Total Block Grants for the prevention and Treatment of Substance Abuse 152,695 - Department of Homeland Security Emergency Food and Shelter National Board Program Pass Through Award(s): United Way (CA)97.024 12,427 - Total Emergency Food and Shelter National Board Program 12,427 - Total Expenditures of Federal Awards 9,779,979$ 314,798$ WESTCARE CALIFORNIA, INC. SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED JUNE 30, 2021 See accompanying notes to financial statements 14 WESTCARE CALIFORNIA, INC. NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED JUNE 30, 2021 NOTE A - BASIS OF PRESENTATION: The accompanying schedule of expenditures of federal awards include the federal award activity of WestCare California, Inc. under programs of the federal government for the year ended June 30, 2021. The information in the schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Because the Schedule presents only a selected portion of the operations of WestCare California, Inc., it is not intended to and does not present the financial position, changes in net assets, or cash flows of WestCare California, Inc. NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. NOTE C – INDIRECT COST RATE: WestCare California, Inc. has elected not to use the 10-percent de minimis indirect cost rate allowed under the Uniform Guidance. WestCare California, Inc. has a provisional indirect rate agreement for 26% for the year ended June 30, 2021. 15 WESTCARE CALIFORNIA, INC. SCHEDULE OF FINDINGS AND QUESTIONED COSTS FEDERAL PROGRAMS FOR THE YEAR ENDED JUNE 30, 2021 Section I – Summary of Auditor’s Results Financial Statements Type of auditor’s report issued on whether the financial statements audited were prepared in accordance with GAAP: Unmodified Internal control over financial reporting: • Material weakness(es) idenitifed? No • Significant deficiency(ies) identified? None reported Noncompliance material to financial statements noted? No Federal Awards Internal control over major programs: • Material weakness(es) identified? No • Significant deficiency(ies) identified? None reported Types of auditor’s report issued on compliance for major programs: Unmodified Any audit findings disclosed that are required to be reported in accordance with CFR 200.516(a)? No Identification of major programs: Federal Program or Cluster Federal CFDA No. Emergency Solutions Grant 14.231 Continuum of Care 14.267 Substance Abuse and Mental Health Services 93.243 Dollar threshold used to distinguish between type A & type B Programs: Federal Programs: $750,000 Auditee qualified as low-risk auditee pursuant to Uniform Guidance: Yes Section II – Financial Statement Findings None reported Section III – Federal Award Findings and Questioned Costs None reported Section IV – Other Issues/Prior Year Audit Findings No management letter is required because there were no findings required to be reported in the management letter. No Summary Schedule of Prior Audit Findings is required because there were no prior audit findings. No Corrective Action Plan is required because there were no findings required to be reported. 16 Compliance and Other Matters As part of obtaining reasonable assurance about whether WestCare California, Inc.’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the organization’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the organization’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Fresno, California December 15, 2021 18 Opinion on Each Major Federal Program In our opinion, WestCare California, Inc. complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2021. Report on Internal Control over Compliance Management of WestCare California, Inc. is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered WestCare California, Inc.’s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of WestCare California, Inc.’s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with the type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be significant deficiencies or material weaknesses. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Fresno, California December 15, 2021 20 COUNTY OF FRESNO Fresno, CA -1 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AMENDMENT I TO AGREEMENT THIS AMENDMENT I TO AGREEMENT (hereinafter “Amendment”) is made and entered into this ______ day of ___________, 2022, by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as “COUNTY,” and WestCare California, Inc., a California Non-Profit Corporation, whose address is 1900 N. Gateway Blvd., Suite 100, Fresno, CA 9327, hereinafter referred to as “SUBRECIPIENT”. W I T N E S S E T H: WHEREAS, the parties entered into that certain Agreement, identified as COUNTY Agreement No. A-19-336, effective July 9, 2019, for rapid rehousing homeless services for COUNTY’s Departments of Social Services (DSS); and WHEREAS, the COUNTY is the Administrative Entity for the Homeless Housing, Assistance and Prevention (HHAP) grant funds awarded to the Fresno Madera Continuum of Care (FMCoC), by the California Business Consumer Services and Housing (BCSH) Agency, as authorized by AB101; and WHERAS, the COUNTY for itself, was awarded HHAP grant funds by BCSH Agency; and WHERAS, COUNTY issued Request for Proposal (RFP) No. 19-058 for Rapid Rehousing and Navigation Services within the County of Fresno and County of Madera; and WHEREAS, SUBRECIPIENT responded to said RFP and was selected to provide services in accordance with the RFP and SUBRECIPIENT’s submitted response; and WHERAS, the parties entered into that certain Agreement, identified as COUNTY Agreement No. 19-336, effective July 9, 2019; and WHEREAS, the COUNTY continues to have a significant population of homeless individuals in need of rapid rehousing services; and WHEREAS, both parties now desire to amend Agreement No. 19-336 regarding changes as stated below. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions herein contained, the parties hereto agree as follows: 1.That County Agreement No. 19-336, Page one (1), beginning on line twenty-one (21) 21st June Agreement No. 22-293 COUNTY OF FRESNO Fresno, CA - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 with the number “1” and ending on page three (3) line fourteen (14) with the date “June 30, 2022”, be deleted and the following inserted into its place: “1. OBLIGATIONS A. SUBRECIPIENT shall perform all services and fulfill all responsibilities as identified in COUNTY’s Request for Proposal (RFP) No. 19-058, dated March 8, 2019, and Addendum No. One (1) to COUNTY’s RFP No. 19-058, dated March 20, 2019, collectively hereinafter referred to as COUNTY’s Revised RFP No. 19-058 and SUBRECIPIENT’s response to said Revised RFP, all incorporated herein by reference and made part of this Agreement. B. SUBRECIPIENT shall perform all services set forth in Revised Exhibit A, Summary of Services, attached hereto and by this reference incorporated herein. C. SUBRECIPIENT shall provide services pursuant to the staffing pattern and program expenses detailed in Revised Exhibit B, Budget, attached hereto and by this reference incorporated herein. D. SUBRECIPIENT shall maintain membership in the FMCoC and participate in Coordinated Entry throughout the term of this Agreement, as described in Revised Exhibit A. If, for any reason, this status is not maintained, the COUNTY may terminate this Agreement pursuant to Section Three (3) of this Agreement. E. COUNTY has entered into an agreement with the State of California for HEAP funding (Agreement No. 18-HEAP-0027), a copy of which is attached hereto as Exhibit C and is incorporated herein by this reference. Services provided by SUBRECIPIENT under this Agreement shall be funded with HEAP funding and, therefore, SUBRECIPIENT shall be aware of, agree to, and comply with all State requirements governing the use of HEAP funds; and all conditions in Exhibit C. Failure to comply with these requirements and conditions may result in termination of this Agreement pursuant to Section Three (3) of this Agreement. Required conditions include, but are not limited to: 1) Perform the work in accordance with Federal, State and Local housing and building codes, as applicable. 2) Maintain at least the minimum State-required worker’s compensation for those employees who will perform the work or any part of it. COUNTY OF FRESNO Fresno, CA - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3) Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the SUBRECIPIENT or any Subcontractor in performing the Work or any part of it. 4) Agree to include all the terms of this Agreement and Exhibit C in each subcontract. F. COUNTY as the Administrative entity for California Emergency Solutions and Housing (CESH) Program awarded to FMCoC, has entered into an agreement with the State of California for Round 1 of CESH funding (Agreement 19-452), a copy of which is attached hereto as Exhibit D and is incorporated herein by this reference. Services provided by SUBRECIPIENT under this Agreement shall be funded with CESH funding and, therefore, SUBRECIPIENT shall be aware of, agree to, and comply with all State requirements governing the use of CESH funds; and all conditions in Exhibit D. Failure to comply with these requirements and conditions may result in termination of this Agreement pursuant to Section Three (3) of this Agreement. G. COUNTY as the Administrative entity for California Emergency Solutions and Housing (CESH) Program awarded to FMCoC, has entered into an agreement with the State of California for Round 2 of CESH funding (Agreement 20-158), a copy of which is attached hereto as Exhibit D-1 and is incorporated herein by this reference. Services provided by SUBRECIPIENT under this Agreement shall be funded with CESH funding and, therefore, SUBRECIPIENT shall be aware of, agree to, and comply with all State requirements governing the use of CESH funds; and all conditions in Exhibit D-1. Failure to comply with these requirements and conditions may result in termination of this Agreement pursuant to Section Three (3) of this Agreement. H. COUNTY, on its own behalf, has entered into an agreement with the State of California for Round 1 of HHAP grant funds awarded to COUNTY (Agreement No. 20-196), a copy of which is attached hereto as Exhibit E and is incorporated herein by this reference. Services provided by SUBRECIPIENT under this Agreement shall be funded with HHAP funding and, therefore, SUBRECIPIENT shall be aware of, agree to, and comply with all State requirements governing the use of COUNTY OF FRESNO Fresno, CA - 4 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HHAP funds; and all conditions in Exhibit E. Failure to comply with these requirements and conditions may result in termination of this Agreement pursuant to Section Three (3) of this Agreement. I. COUNTY, as the Administrative Entity for HHAP grant funds awarded to FMCoC, has entered into an agreement with the State of California for Round 1 HHAP funding (Agreement No. 20- 197), a copy of which is attached hereto as Exhibit F and is incorporated herein by this reference. Services provided by SUBRECIPIENT under this Agreement shall be funded with HHAP funding and, therefore, SUBRECIPIENT shall be aware of, agree to, and comply with all State requirements governing the use of HHAP funds; and all conditions in Exhibit F. Failure to comply with these requirements and conditions may result in termination of this Agreement pursuant to Section Three (3) of this Agreement. 2. TERM This Agreement shall be effective on the 9th day of July 2019, through and including June 30, 2023.” 2. That the existing County Agreement No. 19-336, Page four (4), beginning on line nine (9) with the number “4” and ending on page five (5), line seven (7) with the word “Agreement”, be deleted and the following inserted into its place: “4. COMPENSATION For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to pay SUBRECIPIENT and SUBRECIPIENT agrees to receive compensation in accordance with Revised Exhibit B, Budget Summary. Mandated travel shall be reimbursed based on actual expenditures and mileage reimbursement shall be at SUBRECIPIENT’s adopted rate per mile, not to exceed the IRS published rate. In no event shall the cumulative total of this Agreement exceed Three Million, Three Hundred Eighty-Three Thousand, Nine Hundred Nine and No/100 Dollars ($3,383,909). For the period of July 09, 2019 through June 30, 2022, in no event shall the services performed under this Agreement exceed Two Million, Six Hundred Seventy-Seven Thousand, Three Hundred Ninety-Eight and No/100 Dollars ($2,677,398). For the period of July 01, 2022 through June 30, 2023, in no event shall actual services performed under this Agreement be in excess of Seven Hundred Six Thousand, Five Hundred Eleven and No/100 Dollars ($706,511). Payments by COUNTY shall be in arrears, for services provided COUNTY OF FRESNO Fresno, CA - 5 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 during the preceding month, within forty-five (45) days after receipt, verification and approval of SUBRECIPIENT’s invoices by COUNTY. It is understood that all expenses incidental to SUBRECIPIENT'S performance of services under this Agreement shall be borne by SUBRECIPIENT. If SUBRECIPIENT should fail to comply with any provision of the Agreement, COUNTY shall be relieved of its obligation for further compensation. Any compensation which is not expended by SUBRECIPIENT pursuant to the terms and conditions of this Agreement shall automatically revert to COUNTY. The services provided by the SUBRECIPIENT under this Agreement are funded in whole or in part by the State of California and the United States Federal Government. In the event that funding for these services is delayed by the State Controller or the Federal government, COUNTY may defer payment to SUBRECIPIENT. The amount of the deferred payment shall not exceed the amount of funding delayed by the State Controller to the COUNTY. The period of time of the deferral by COUNTY shall not exceed the period of time of the State Controller’s or Federal government’s delay of payment to COUNTY plus forty-five (45) days.” 3. That the existing County Agreement No. 19-336, Page seven (7), beginning on line eleven (11) with the number “9” and ending on page seven (7), line nineteen (19) with the word “Agreement”, be deleted and the following inserted into its place: “9. HOLD HARMLESS AND INDEMNIFICATION The SUBRECIPIENT shall indemnify and hold harmless and defend the COUNTY (including its officers, agents, employees, and volunteers) against all claims, demands, injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the COUNTY, the SUBRECIPIENT, or any third party that arise from or relate to the performance or failure to perform by the SUBRECIPIENT (or any of its officers, agents, subcontractors, or employees) under this Agreement. The COUNTY may conduct or participate in its own defense without affecting the SUBRECIPIENT’s obligation to indemnify and hold harmless or defend the COUNTY. The provisions of this Section Nine (9) shall survive termination of this Agreement.” COUNTY OF FRESNO Fresno, CA - 6 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4. That the existing County Agreement No. 19-336, Page nine (9), Section twelve (12), beginning with line twenty-seven (27), with the number “12” and ending on Page ten (10), Line four (4) with the word “regulations,” be deleted and the following inserted in its place: “12. NON-DISCRIMINATION During the performance of this Agreement, SUBRECIPIENT and its officers, employees, agents and subcontractors shall not unlawfully discriminate in violation of any Federal, State or local law, rule or regulation against any employee or application for employment, or recipient of services under this Agreement, because of ethnic group identification, gender, gender identity, gender expression, sexual orientation, color, physical disability, mental disability, medical condition, national origin, race, ancestry, marital status, religion, or religious creed. A. Domestic Partners and Gender Identity For State fund-funded contracts of $100,000 or more, SUBRECIPIENT certifies that it complies with Public Contract Code Section 10295.3. B. Americans with Disabilities Act SUBRECIPIENT shall comply with the American with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 U.S.C. 12101 et seq.). C. SUBRECIPIENT shall include the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.” 5. That the existing County Agreement No. 19-336, Page eleven (11), Section sixteen (16), beginning with Line thirteen (13), with the number “16” and ending on Page twelve (12), Line five (5), with the URL address “https://www.sam.gov/SAM/.,” be deleted and the following inserted in its place: “16. CERTIFICATION REGARDING DEBAREMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS A. COUNTY and SUBRECIPIENT recognize that SUBRECIPIENT is a recipient of Federal and State assistance funds under the terms of this Agreement. By signing this Agreement, SUBRECIPIENT agrees to comply with applicable Federal suspension and debarment regulations, including but not limited to: 7 CFR 2016.35, 29 CFR 97.35, 45 CFR 92.35, and Executive Order 12549. By COUNTY OF FRESNO Fresno, CA - 7 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 signing this Agreement, SUBRECIPIENT attests to the best of its knowledge and belief, that it and its principals: 1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency; and 2) Shall not knowingly enter into any lower tier covered transaction with an entity or person who is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. B. SUBRECIPIENT shall provide immediate written notice to COUNTY if at any time during the term of this Agreement SUBRECIPIENT learns that the representations it makes above were erroneous when made or have become erroneous by reason of changed circumstances. C. SUBRECIPIENT shall include a clause titled “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transactions” and similar in nature to this Paragraph Sixteen (16) in all lower tier covered transactions and in all solicitations for lower tier covered transactions. D. SUBRECIPIENT shall, prior to soliciting or purchasing goods and services in excess of $25,00 funded by this Agreement, review and retain the proposed vendor’s suspension and debarment status at https://sam.gov/SAM/. E. The certification in Paragraph Sixteen (16) of this Agreement is a material representation of fact upon which COUNTY relied in entering into this Agreement.” 6. That the following sections are being added to existing County Agreement No. 19-336, beginning on Page Eighteen (18), Line Six (6), just prior to Section Thirty-Three (Entire Agreement), as Sections Thirty-Three (33), Thirty-Four (34), Thirty-Five (35), Thirty-Six (36), Thirty-Seven (37), Thirty- Eight (38), Thirty-Nine (39), Forty (40), Forty-One (41), Forty-Two (42), and Forty-Three (43): “33. PROCUREMENT OF RECOVERED MATERIALS In the performance of this Agreement, SUBRECIPIENT shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental COUNTY OF FRESNO Fresno, CA - 8 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded$10,000. For contracts meeting this threshold SUBRECIPIENT shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: i. Competitively within a timeframe providing for compliance with the contract performance schedule; ii. Meeting contract performance requirements; or iii. At a reasonable price. 34. GRIEVANCES SUBRECIPIENT shall establish procedures for handling client complaints and/or grievances. Such procedures will include provisions for informing clients of their rights to a State Hearing to resolve such issues when appropriate. 35. INTERPRETATION OF LAWS AND REGULATIONS COUNTY reserves the right to make final interpretations or clarifications on issues relating to Federal and State laws and regulations, to ensure compliance. 36. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS SUBRECIPIENT, its officers, consultants, subcontractors, agents and employees shall comply with all applicable State, Federal and local laws, regulations, and executive orders, as well as Federal policies, procedures, and directives governing projects that utilize State and Federal Funds. This includes laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, environmental protection, equal opportunity, fair housing, and all other matters applicable or related to SUBRECIPIENT’s services, the SUBRECIPIENT, its subcontractors, and all eligible activities. SUBRECIPIENT shall be responsible for obtaining all permits, licenses, and approvals required for performing any activities under this Agreement, including those necessary to perform design, implementation, operation, and maintenance of the activities. SUBRECIPIENT shall be responsible for observing and complying with any applicable federal, state, and local laws, rules, and regulations affecting COUNTY OF FRESNO Fresno, CA - 9 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 any such work, specifically those including, but not limited to, environmental protection, procurement, and safety laws, rules, regulations, and ordinances. SUBRECIPIENT shall provide copies of permits and approvals to COUNTY upon request. 37. NO OBLIGATION BY FEDERAL GOVERNMENT The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from this Agreement. 38. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS SUBRECIPIENT acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to SUBRECIPIENT’s actions pertaining to this contract. 39. RECORDS A. Record Establishment and Maintenance SUBRECIPIENT shall establish and maintain records in accordance with those requirements prescribed by COUNTY, with respect to all matters covered by this Agreement. SUBRECIPIENT shall retain all fiscal books, account records and client files for services performed under this Agreement for at least five (5) years from date of final payment under this Agreement or until all State and Federal audits are completed for that fiscal year, whichever is later. B. Cost Documentation 1) SUBRECIPIENT shall submit to COUNTY within ten (10) calendar days following the end of each month, all fiscal and program reports for that month. SUBRECIPIENT shall also furnish to COUNTY such statements, records, data and information as COUNTY may request pertaining to matters covered by this Agreement. In the event that SUBRECIPIENT fail to provide reports as provided herein, it shall be deemed sufficient cause for COUNTY to withhold payments until compliance is established. 2) All costs shall be supported by properly executed payrolls, time records, invoices, vouchers, orders, or any other accounting documents pertaining in whole or in part to this Agreement and they shall be clearly identified and readily accessible. The support documentation must indicate the line budget account number to which the cost is charged. 3) COUNTY shall notify SUBRECIPIENT in writing within thirty (30) days of any COUNTY OF FRESNO Fresno, CA - 10 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 potential State or Federal audit exception discovered during an examination. Where findings indicate that program requirements are not being met and State or Federal participation in this program may be imperiled in the event that corrections are not accomplished by SUBRECIPIENT within thirty (30) days of receipt of such notice from COUNTY, written notification thereof shall constitute COUNTY’S intent to terminate this Agreement. C. Service Documentation SUBRECIPIENT agree to maintain records to verify services under this Agreement including names and addresses of clients served, if applicable, and the dates of service and a description of services provided on each occasion. These records and any other documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. 40. SINGLE AUDIT CLAUSE If SUBRECIPIENT expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in Federal and Federal flow-through monies annually, SUBRECIPIENT agrees to conduct an annual audit in accordance with the requirements of the Single Audit Standards as set forth in Office of Management and Budget (OMB) Title 2 of the Code of Federal Regulations Part 200. SUBRECIPIENT shall submit said audit and management letter to COUNTY. The audit must include a statement of findings or a statement that there were no findings. If there were negative findings, SUBRECIPIENT must include a corrective action signed by an authorized individual. SUBRECIPIENT agrees to take action to correct any material non-compliance or weakness found as a result of such audit. Such audit shall be delivered to COUNTY’s DSS, Administration, for review within nine (9) months of the end of any fiscal year in which funds were expended and/or received for the program. Failure to perform the requisite audit functions as required by this Agreement may result in COUNTY performing the necessary audit tasks, or at COUNTY’s option, contracting with a public accountant to perform said audit, or, may result in the inability of COUNTY to enter into future agreements with SUBRECIPIENT. All audit costs related to this Agreement are the sole responsibility of SUBRECIPIENT. A. A single audit report is not applicable if all SUBRECIPIENT’s Federal contracts do not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or SUBRECIPIENT’s funding is through Drug related Medi-Cal. If a single audit is not applicable, a program audit must be COUNTY OF FRESNO Fresno, CA - 11 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 performed and a program audit report with management letter shall be submitted by SUBRECIPIENT to COUNTY as a minimum requirement to attest to SUBRECIPIENT’s solvency. Said audit report shall be delivered to COUNTY’s DSS, Administration, for review no later than nine (9) months after the close of the fiscal year in which the funds supplied through this Agreement are expended. Failure to comply with this Act may result in COUNTY performing the necessary audit tasks or contracting with a qualified accountant to perform said audit. All audit costs related to this Agreement are the sole responsibility of SUBRECIPIENT who agrees to take corrective action to eliminate any material noncompliance or weakness found as a result of such audit. Audit work performed by COUNTY under this paragraph shall be billed to the SUBRECIPIENT at COUNTY cost, as determined by COUNTY’s Auditor- Controller/Treasurer-Tax Collector. B. SUBRECIPIENT shall make available all records and accounts for inspection by COUNTY, the State of California, if applicable, the Comptroller General of the United States, the Federal Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a period of at least three (3) years following final payment under this Agreement or the closure of all other pending matters, whichever is later. 41. CHILD SUPPORT COMPLIANCE ACT If this Agreement includes State funding in excess of $100,000, the SUBRECIPIENT acknowledges in accordance with Public Contract Code 7110, that: A. SUBRECIPIENT recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and B. SUBRECIPIENT to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 42. PRIORITY HIRING CONSIDERATIONS If this Agreement includes State funding and services in excess of $200,000, SUBRECIPIENT COUNTY OF FRESNO Fresno, CA - 12 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 shall give priority consideration in filling vacancies in positions funded by the Agreement to qualified recipients of aid under Welfare and Institutions Code Section 11200, in accordance with Public Contract Code Section 10353. 43. SUBRECIPIENT’S NAME CHANGE An amendment, assignment, or new agreement is required to change the name of SUBRECIPIENT as listed on this Agreement. Upon receipt of legal documentation of the name change COUNTY will process the agreement. Payment of invoices presented with a new name cannot be paid prior to approval of said agreement.” 7. That all references in existing COUNTY Agreement No. A-19-336 to “Exhibit A” shall be changed to read “Revised Exhibit A,” which is attached hereto and incorporated herein by this reference. 8. That all references in existing COUNTY Agreement No. A-19-336 to “Exhibit B” shall be changed to read “Revised Exhibit B,” which is attached hereto and incorporated herein by this reference. 9. That Exhibit D (Self-Dealing Transaction Disclosure Form) attached to COUNTY Agreement No. 19-336 shall be deleted and replaced with Exhibit G (Self-Dealing Transaction Disclosure Form), attached hereto and incorporated herein by this reference. All references in COUNTY Agreement No. 19-336 to Exhibit D (Self-Dealing Transaction Disclosure Form) shall be changed to read “Exhibit G.” 10. ELECTRONIC SIGNATURE The parties agree that this Amendment I may be executed by electronic signature as provided in this section. An “electronic signature” means any symbol or process intended by an individual signing this Amendment I to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to this Amendment I (1) is deemed equivalent to a valid original handwritten signature of the person signing this Amendment I for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). Each party using a digital signature represents that it has undertaken and COUNTY OF FRESNO Fresno, CA - 13 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that representation. This Amendment I is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Amendment I with an original handwritten signature. 11. COUNTY and SUBRECIPIENT agree that this Amendment I is sufficient to amend Agreement No. 19-336 and that upon execution of this Amendment, the Agreement and Amendment I shall together be considered the Agreement. This Agreement, as hereby amended, is ratified and continued. All provisions, terms, covenants, conditions, and promises contained in this Agreement not amended herein shall remain in full force and effect. This Amendment I shall become effective upon execution on the day first written hereinabove. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment I to Agreement as of the 2 day and year first hereinabove written. 3 SUBRECIPIENT: 4 s 6 7 Title: C;..G? a 8 Chairman of the Board, or President, or any Vice President 9 ~~\. ~ ~ ~""~"-,·' 1:''-'--C-o<::::> -\c -<u'f-<t~h.... ~\A...._"'+ n) ~Lu,,,c:, u.,._:_h ~\ w ~A 5>?:Cil 'i-' u i.J'--""---1- \).)C:,.c;c;, c:,__ COUNTY OF FRESNO Brian Pacheco, Chairman of the Board of Supervisors of the County of Fresno ATTEST: Bernice E. Seidel Clerk of the Board of Supervisors County of Fresno, State of California ,m 1-lc.n a c By : 14 15 16 17 18 19 20 21 22 23 24 2 5 26 27 28 Title: -"-~"""-'-+u-......... ...,,._......__.s:::=,,,,~-.....u...o.....,,.__ Secre ary (of Corporation), or any Assistant Secretary, or Chief Financial Officer, or any Assistant Treasurer Mailing Address: 1900 N. Gateway Blvd., Suite 100 Fresno, CA 93727 Phone No: (559) 251-4800 Contact: Deputy Chief Operating Officer FOR ACCOUNTING USE ONLY: Fund/Subclass: 0001/10000 ORG No.: 56107114 Account No.: 7870 SB :cwc -14 -COUNTY OF FRESNO r,csno, CA Revised Exhibit A Page 1 of 3 SUMMARY OF SERVICES ORGANIZATION: WestCare California, Inc. (WestCare) ADDRESS: 1900 N. Gateway Blvd., Suite 100, Fresno, CA 93727 TELEPHONE: (559) 251-4800 CONTACT: Shawn Jenkins, Deputy Chief Operating Officer EMAIL: shawn.jenkins@WestCare.com CONTRACT: Rapid Rehousing Services CONTRACT PERIODS: July 9, 2019 through June 30, 2022 July 1,2022 through June 30, 2023 SUMMARY OF SERVICES WestCare will provide a Rapid Rehousing program designed to help individuals and families exit homelessness and return to permanent housing as quickly as possible. WestCare will provide temporary, medium-term financial assistance (typically 3 to 18 months), combined with housing location and case management services, to help homeless individuals and families obtain permanent housing and achieve long-term stability. Rapid Rehousing services provided shall follow both project-based and tenant-based models. • Project-based assistance will be provided at a site located at 2550 W. Clinton Ave., Fresno, CA. • Tenant-based assistance will be provided to participants throughout the Fresno Madera Continuum of Care (FMCoC) service area, in metro and rural Fresno and Madera counties. WestCare will also subcontract with Selma Community Outreach Ministries (Selma COM) for rural tenant-based rapid rehousing services. WestCare will share best practices and provide support to Selma COM on an as needed basis. TARGET POPULATION The target populations of Rapid Rehousing services are individuals or families that are experiencing homelessness in Fresno and Madera Counties, with particular focus on Madera (City and County) and City of Selma regions for tenant-based assistance. RAPID REHOUSING SERVICES 1. Case Management: Provide intensive case management services that focus on developing a housing plan for all participants, helping them overcome barriers to attaining permanent housing, locating and placing participants into housing, monitoring participant progress, and intervening with relevant support, if necessary to ensure participant stability. Two case managers will provide services at the 2550 W. Clinton Ave. site, or other identified access sites in Fresno and Madera counties. Case management services will be provided in a phased approach, in order to ensure that participants have been sustainably stabilized: Revised Exhibit A Page 2 of 3 a. Active Case Management (ACM): ACM will be used when a participant first enters the program, until the point that the case manager believes that their housing situation has been reasonably stabilized. ACM entails regular contact, from twice weekly to sometimes daily; sustained effort to stabilize the participant’s housing situation; and active pursuit of additional community resources for the participant’s benefit. b. Passive Case Management (PCM): Once a participant has been adequately stabilized, they may be phased to PCM. PCM entails the case manager contacting the client in person, or by other means as necessary, a minimum of every two weeks in order to monitor the participant’s housing stability. During this phase of service, the participant may continue to contact the Rapid Rehousing program at any time should they require assistance. Note: Participants may be transferred from PCM to ACM whenever necessary, as determined by either case managers or the Program Director. 2. Direct Financial Assistance: Provide direct financial assistance to remove immediate barriers to housing, including rental assistance of up to 24 months, utility payments, security and utility deposits, moving costs, transportation costs, landlord fees and background check fees, job certification and license fees, work supply costs, and interpreter services. Whenever appropriate, WestCare will work with clients to ensure that clients pay a share of cost toward rental assistance, beginning with the first month of assistance. WestCare shall develop a share of cost schedule, and ensure that client subsidies adhere to the schedule based on individual needs. SUBRECIPIENT RESPONSIBILITIES • Maintain membership in good standing in the Fresno Madera Continuum of Care (FMCoC) as defined by FMCoC bylaws, and participate in the Coordinated Entry System (CES). • Accept referrals only through the FMCoC CES. • In the event the number of referrals exceeds the number of available housing placements, WestCare will prioritize referrals using the following criteria: Vulnerability Index – Service Prioritization Decision Assistance Tool (or other prioritization tool utilized by the FMCoC) score, length of homelessness, medical conditions, and any other relevant factors. • Enter participant information into the Homeless Management Information System (HMIS) in compliance with HEAP and HUD data collection, management, and reporting standards. • Ensure that all units at the 2550 W. Clinton Ave. site are occupied within 3 months of contract execution, and ensure that no unit is subsequently unoccupied for a period of more than 60 consecutive days. In the event that a unit is unoccupied for greater than 60 days, the unit may not be billed to this agreement. Exceptions may be made with written approval from the County. • Ensure that a minimum of $62,185 of Direct Financial Assistance is expended on youth that have entered the program between the ages of 18 and 24, including individuals and families with a head of household between the ages of 18 and 24 during the contract term July 9, 2019 through June 30, 2022. Revised Exhibit A Page 3 of 3 • Meet with County staff monthly, or as often as needed, for service coordination, problem/issue resolution, information sharing, training, review, and monitoring of services. • Engage clients in a linguistically and culturally appropriate manner, including the use of interpreters when needed. • Provide annual Civil Rights training to staff at the beginning of every calendar year, and provide relevant verification to the County of Fresno by April 1. PERFORMANCE OUTCOMES WestCare shall provide complete and accurate monthly activity reports to the County of Fresno, in a report format approved by the County by the 10th of each month. Performance outcomes by term follow: July 9, 2019 through June 30, 2022 WestCare • Provide both project-based and tenant-based Rapid Rehousing services to a minimum of 45 unduplicated participants. • A minimum of 75% of participants will exit to permanent housing. • A minimum of 80% of those who exit the program to permanent housing will remain in permanent housing six months after exiting the program. • Ensure 100% of HMIS entries are completed within 7 days of program entry. July 1,2022 through June 30, 2023 WestCare • Provide project-based Rapid Rehousing services to a minimum of 30 unduplicated households. • A minimum of 75% of participants will exit to permanent housing. • A minimum of 80% of those who exit the program to permanent housing will remain in permanent housing six months after exiting the program. • Ensure 100% of HMIS entries are completed within 7 days of program entry. Selma COM Subcontract • Provide tenant-based Rapid Rehousing services to a minimum of 15 unduplicated households. • A minimum of 75% of participants will exit to permanent housing. • A minimum of 80% of those who exit the program to permanent housing will remain in permanent housing six months after exiting the program. • Ensure 100% of HMIS entries are completed within 7 days of program entry. Revised Exhibit B Page 1 of 2 BUDGET SUMMARY ORGANIZATION: WestCare California, Inc. SERVICES: Rapid Rehousing TERM: July 9, 2019 through June 30, 2022 TERM COST: $2,677,398 Budget Categories Amount Personnel Salaries 2.5 FTE Case Managers .16 FTE Program Director Payroll Taxes Benefits Subtotal $411,570.00 Operations Insurance Communication Office Expenses Equipment Vehicle Fuel/Maintenance Repairs, Maintenance, and Lease Staff Recruitment Training Subtotal $98,460.00 Direct Financial Assistance* Rental Assistance Motel/Hotel Costs Utility Payments Security/Utility Deposits Moving/Storage Costs Vehicle Lease Landlord Fees/Background Checks Subtotal $1,905,847.00* Indirect Costs Indirect Costs Subtotal $261,521.00 Total $2,677,398.00 *A minimum of $62,185 of Direct Financial Assistance must be expended on youth that have entered the program between the ages of 18 and 24. Revised Exhibit B Page 2 of 2 BUDGET SUMMARY ORGANIZATION: WestCare California, Inc. SERVICES: Rapid Rehousing TERM: July 1, 2022 through June 30, 2023 TERM COST: $706,511 Budget Categories Amount Personnel Salaries 3.5 FTE Case Managers .16 FTE Program Director Payroll Taxes Benefits Subtotal $176,317.00 Operations Insurance Communication Office Expenses Equipment Vehicle Fuel/Maintenance Repairs, Maintenance, and Lease Staff Recruitment Training Subtotal $74,996.00 Direct Financial Assistance Rental Assistance Motel/Hotel Costs Utility Payments Security/Utility Deposits Moving/Storage Costs Vehicle Lease Landlord Fees/Background Checks Subtotal $392,140.00 Indirect Costs Indirect Costs Subtotal $63,058.00 Total $706,511.00 County of Fresno 18-HEAP-00027 Page 1 of 3 Standard Ag'reem~ntEXHIBIT A AUTHORITY,'PURPOSE AND SCOPE OF WORK Homele~s Emergency Aid Program'CHEAP) 1.Authority Pursuant to Chapter 5 (commencing with Se.ction 50210) of Part 10f Division 31 of the Health and Safety Code, and all other relevant provisions established under SB 850 (Chapter 48,'Statutes of 2018), the State has established the Homeless Emergency Aid Program ("HEAP" or "the Program" or "the grant'i). The Program is. administered by the 'California Homeless Coordinating and Financing'Council ("Council") in the Business, Consumer Services and Housing Agency ("Agency"). HEAP provides one-time fle~ibl~ block grant funds to Administrative, Entities as defined in the September 5, 20~8 HEAP Notice of Funding Availability (NOFA) and Large Cities to address their immediate homelessness challenges. This Standard' Agreement along with all its exhibits ("Agreement") is entered into by.the Agency and an Administrative Entity or Large City ("Contractor") under the authority of, and in furtherance of the purpose of, the Prograf!l. In signing this Agreement and thereby accepting this award of funds, the Contractor agrees to comply with the terms and conditions of the Agreement, the Notice of Funding Availability (liNOFA") under which .the Contractor applied, the representations contained in the Contractor's application, and the requirements of the authority cited above.. 2. Purpose The general purpose of the Program is to provide one-time block grant funding to address the immediate emergency needs of hornelessindlvlduals and individuals at imminent risk of homeless ness in the servicearea of each Contractor. In accordance with the authority cited above, an application was made by the Contractor for HEAP funds to be allocated.for eligible uses under the grant, which include, but are not limited to, the following: services, rentalasslstance or subsidies, capital improvements and homeless youth activities. 3. Definitions Terms-herein shall have the same meaning as the definitions set forth in the HEAP NOFA. 4. Scope of Work ' The Scope of Work{'Work") for this Agreement shall include ODe-time uses that are consistent with Chapter 5 (commencing with Section 50210) of Part 1 of Division 31 of the Health and Safety Code, and all other relevant provisions established under S8 850 (Chapter 48, Statutes of 2018), for eligible uses, which include, but are not limited to, one or more of the following:. Homeless EmergencyAid Program NOFA Datel 09/P5/2018 Contractor's Initia~ Exhibit C 1 of 17 County of Fresno 18-HEAP-00027 Page 2 of 3 Standard Agreement EXHIBIT A A. Services, B. Rental Assistance or Subsidies, C.Capital Improvements, D. Homeless Youth Set-Aside, E.Administrative Costs,and F.Other 5.Agency Contract Coordinator The Agency's Contract Coordinator for this Agreement is the Council's HEAP Grant Manager or the Grant Manager's designee.Unless otherwise instructed,any notice, report, or other communication requiringContractor signaturefor this Agreementshall be mailed by first class mail to the Agency Contract Coordinator at the following address: Business,Consumer Services and HousingAgency Attn:Homeless Emergency Aid Program Grant Manager 915 Capitol Mall,Suite 350-A Sacramento, CA 95814 6.Contractor's Contract Coordinator The Contractor's Contract Coordinator ("Authorized Representative") for this Agreement is listed below.Unless otherwise informed, any notice,report or other communication required by this Agreement will be mailed by first class mail to the Contractor's Contract Coordinator at the following address: Contractor's Authorized Representative Laura Moreno, Program Manager Name: Address:200 W.PontiacWay,Building 3 Clovis,CA 93612 Phone:(559) 600-2335 Email:Ihaga@fresnocountyca.gov Homeless EmergencyAid Program NOFA Date:09/05/2018 Exhibit C 2 of 17 StandardAgree ent EXHIBIT A County of Fresno 18-HEAP-00027 Page3 of 3 7.Effective Date,Term of Agreement, and Oeattlines A.This Agreement is effective upon approval by the Agency (indicated by the signature provided by Agency in the lowlleft section of page one,Standard Agreement, STD.213), when signed by all arties. B.All HEAP grant funds must be at least fi:percent contractually obligated by January 1,2020. One hundred percent of ~rogram funds must be expended by June 30, 2021. Any funds not expended qy that date shall be returned to the Agency and will revert to the General Fund See Health and Safety Code Section 50215). 8. Special Conditions Agency reserves the right to add any special c nditions to this Agreement it deems necessary to ensure the goals of the Program a e achieved. Homeless Emergency Aid Program NOFA Date:09/05/2018 Exhibit C 3 of 17 County of Fresno 18-HEAP-00027Page1of3 .' Standard Agreement EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISIONS Homeless Emergency Aid Program (HEAP) 1. Budget Detail The Contractor agreesthat HEAP funds shall be expended on one-time uses that address immediate homelessness challenges. Consistent with the application submitted by the Contractor on December 12,2018, the Business, Consumer Services and HousingAgency ("Agency")shall award funds' in the form of a grant for the following ~ligible activities: .A.Capital Improvements:- .B. Services: C. RentalAssistance or Subsidies: D. HomelessYouth Set-Aside: E. Administrative Costs: F. Other: Total HEAPAward Amount: $ 0.00$ 7,073,213.70$ 994,679.00','.$ 475,068.14 $ 475,068.00$ 483,334.00$9,501,362.84 2. General Conditio,ns Prior to Disbursement ' General Requirements - All Contractors must submit the following forms prior to HEAPfunds being released:- A. Requestfor Funds Form (RFF), B. Four original copies of the signed STD.2.13form and initialed Exhibits A through D, and "- C. Any other documents, certifications, or evidence requested by Agency as part of the HEAP application. 3. Expenditure of Funds -Specific requirements and deadlines for contractually obligating and expending awarded funds are defined in the HEAP statutes. Health and Safety Code Sections 50214 and .50215mandatethe following: A. Nomore than five (5) percerit of HEAPfunds may be usedfor administrativecosts related to the execution of eligible activities. B. No less than five (5) percent :of HEAP funds shall be used to establish or expand services meeting the needs of homeless youth or youth at risk of homelessness, C.No.lessthan 50'percentof HEAPfunds shall be contractuallyobligated by January 1,2020.- D. One hundred percent of HEAPfunds shall be expended by June 30,2021. Homeless EmergencyAid Program NOFA Date:"09/05/2018 Contractor's Initi~ Exhibit C 4 of 17 County of Fresno 18-HEAP-00027Page2 of 3 Standard Agreement EXHIBIT B E.Any funds not expended by June 30, 2021 shall be returned to Agency and will revert to the General Fund. Homeless Coordinating and Financing Council ("Council") staff will provide ongoing technical assistance andtraining tosupport Contractorsin successfullycomplyingwith these requirements and deadlines. HEAP funds may not be obligated and expended prior to the effective date of this Agreement or prior to Contractor's receipt of HEAP funds, whichever date is later, even if it is for an eligible use under the statute.Program funds shall be expended in compliance with the requirements set forth in Chapter 5 of Part 1 of Division 31of the Health and Safety Code and all other relevant provisions established under 58 850, the NQFA,and this Agreement. 4.Disbursement of Funds HEAP funds will be disbursed to the Contractor upon receipt,review and approval of the completed RFF by Agency, which will then forward the RFF to the State Controller'S Office ("SCQ") for a check to be issued.The RFF must include the proposed activities and amount of funds proposed for expenditure under eacheligible use. HEAP funds will be disbursed in a single allocation once the RFF has been received by the SCQ. 5.Budget Changes After the effective date of this Agreement.the Contractor agreesthat no changesshall be made to the Contractor's HEAP budget, funded homeless service providers ("subrecipients"), or eligible activities listed in the RFFwithout first obtaining approval from Agency.Any changes to this Agreement must be requested by the Contractor in writing through submission of a Change Request Form.Changes must be approved in writing by Agency. 6.Ineligible Costs HEAP funds shall not be used for costs associated with activities in violation of any law or for any activities not consistent with the intent of the Program and the eligible uses identified in Health and Safety Code Section 50214. Agency reserves the right to request additional information and clarification to determine the reasonableness and eligibility of all costs to be paid with funds made available by this Agreement. If the Contractor or its funded subrecipients use HEAP funds to payfor ineligibleactivities,the Contractorshall be requiredto reimbursethese funds to Agency. Homeless Emergency Aid Program NOFA Date:09/05/2018 Exhibit C 5 of 17 County of Fresno 18-HEAP-00027 Page 3 of 3 Sta~dard Agreement EXHIBIT B A. An expenditure which is not authorized by this Agreement, or which cannot be adequately documented, shall be disallowed and must be reimbursed to Agency by the Contractor. B.Expenditures for activities not described in Exhibit A or Paragraph 1 above shall be deemed authorized if the activities are consistent with Health and SafetyCode Section 50214 and such activities are included in the approved RFF or are approved inwriting by Agency priorto the expenditure offunds for those activities. C. Agency, at its sole and reasonable discretion, shall make the final determination regarding the allowability of expenditures of HEAP funds. D.Program funds shall not be used for overhead or planning activities,including Homeless Management Information Systems or Homelessness Plans. 7.Administrative Costs The Contractor must complywith Health and Safety Code Section 50214,which limits administrative costs related to the execution of eligible activities to no more than five percent of HEAPfunds. For purposes of this Program,"administrativecosts" does not include staff costs directly related to carrying out the eligible activities described in Paragraph 1 of this Exhibit. Homeless Emergency Aid Program NOFA Date:09/05/2018 Exhibit C 6 of 17 County of Fresno 18-HEAP-00027 Page 1 of 9 Standard Agreement EXHIBITC TERMS AND CONDITIONS Homeless Emergency Aid Program (HEAP) 1..Effective Date. Commencement of Work a-ndComple~ion Dates A. This Agreement is effective upon approval by Agency, which is indicated by the signature provided byAgency in the,lower left-hand corner of page one, Standard Agreement, STD. 213,when signed'byall parties.Contractor agrees that the work ' shall not commence, nor any costs to be paid with HEAP funds be incurred or obligated by any party, prior to execution of this Agreement by Agency and the Contractor, or prior to Contractor's receipt of HEAPfunds, whichever date is later. Contractor agrees that the work shall be completed by the expenditure'date specified in ExhibitA, Paragraph6. B. Contractor must contractually obligate no less than 50 percent of HEAP funds by January 1,,2020.One hundred percent of HEAP funds shall be expended by June 30, 2021. Any funds not expended by June 30, 2021 shall be returned to Agency and revert to the General'Fund."Obligate" means that the Contractor has placed orders, awarded contracts, received services, or entered similar transactions that requirepayment from the grant amount. Inthe case of an award madeto a general purpose local government that subcontracts with private nonproflt organizati.ons via letters of awards and Service Provider Agreements, the Subcontractors are requiredto obligatethe funds bythe same statutorydeadlines. "Expended"means all HEAP funds obligated under contract or subcontract have been fully paid and receipted, and no invoices remain outstanding. C.Contractor and its Subcontractors agree that the work shall be completed by the expiration date specified in ExhibitA,'Paragraph 6 and that the Scope ofWork will be providedfor the full term of this Agreement. 2.Sufficiency of Funds and Termination A.Agency may terminate this Agreement at any time for cause by giving a minimum of 14 days' notice of termination, in writing, to the Contractor. Cause shall consist of: violations of any terms or conditions of this Agreement, or any breach of contract as described in Paragraph 7; violation of any Federal or State Laws or Regulations;or withdrawal of Agency's expenditure authority. Upontermination of ' this Agreement, unlessotherwise approved inwriting byAgency, any unexpended funds received by the Contractor shall be returned to Agency within thirty days of the Notice of Termination. B. ThisAgreement isvalid and enforceableonly if sufficientfunds are made available to Agency by legislative appropriation. Inaddition,this Agreement issubjectto any additional restrictions,limitationsor conditions,or statutes,regulationsoral1Yother Homeless Emergency Aid Program NOFA Date:09/0512018 Contractor'sInitiald Exhibit C 7 of 17 County of Fresno 18-HEAP-00027 Page 2 of 9 Standard Agreement EXHIBITC laws,whether federal or those of the State of California,or of any agency, department,or any political subdivision of the federal or State of California governments, which may affect the provisions, terms or funding of this Agreement in any manner. 3.Transfers Contractor may not transfer or assign by subcontract or novation,or by any other means,the rights,duties, or performanceofthisAgreement or any partthereof,except with the prior written approval of Agency and a formal amendment to this Agreement to affect such subcontract or novation. 4.Contractor's Application for Funds Contractor has submittedto Agency an applicationfor HEAPfunds to provide urgently needed emergency assistance to homeless people in communities with a declared shelter crisis or applicable waiver as authorized by Health and Safety Code Section 50212(b).Agency is entering into this Agreement on the basis of,and in substantial reliance upon,Contractor's facts, information, assertions and representations contained inthat Application, and inany subsequentmodifications oradditionsthereto approved by Agency.The Application and any approved modifications and additions thereto are hereby incorporated into this Agreement. Contractor warrants that all information,facts,assertions and representations contained in the Application and approved modifications and additions thereto are true,correct,and complete to the best of Contractor's knowledge.In the event that any part of the Application and any approved modification and addition thereto is untrue, incorrect,incomplete,or misleading in such a manner that would substantially affect Agency approval, disbursement, or monitoring of the funding and the grants or activities governed by this Agreement,then Agency may declare a breach hereofand take such action or pursue such remedies as are provided for breach hereof. 5.Reporting/Audits A.The Contractor shall submit an annual report to Agency on forms provided by Agency,by January 1,2020 and January 1,2021.Ifthe Contractorfails to provide such documentation, Agency may disencumber any portion of the amount authorized by this Agreement with a 14-day written notification. The Contractor shall also submit a final report by September 30,2021. B. The annual report shall contain a detailed report containing the following: 1.Amounts awarded to subrecipients with activity(ies) identified. 2.Contract expenditures.3. Unduplicated number of homeless persons or persons at imminent risk of homelessness served. Homeless Emergency Aid Program NOFA Date:09/05/2018 Exhibit C 8 of 17 County of Fresno 18-HEAP-00027 Page3 of9 Standard Agreement EXHIBITC 4. Number of instances of service (defined in September 5,2018 HEAP NOFA). 5.Increases in capacity for new and existing programs. 6. The number of unsheltered homelesspersons becoming sheltered. 7. The number of homeless persons entering permanent housing. Breakdowns will be expected for each activity (i.e. services,capital improvements. rental assistance. etc.) and program type (Le. emergency shelter.rapid re-housing. outreach.etc.) for the supplemental reporting requirements listed above.when applicable.The same information will also be requested specifically for the following subpopulations. based on priorities defined by the U.S. Department of Housing and Urban Development (HUD): 1. Chronically homeless 2.Homeless veterans 3.Unaccompanied homeless youth 4.Homeless persons in families with children Counts by subpopulation will not be required in cases where that information is unavailable, but it is expected in cases where client information is entered in a Homeless Management Information System (HMIS).Additional breakdownsfor other subgroups (e.g.race.ethnicity,disability status.etc.) are optional. if the Contractor chooses to include them. The Contractor will also be asked to comment on the following: 1.Progress made toward local homelessness goals. 2.The alignment between HEAP funding priorities and "Housing First" principles adopted by the Homeless Coordinating and Financing Council. 3. Any other effects from HEAP funding that the CoC or large city would like to share (optional). C.Agency reservesthe rightto perform or cause to be performed a financial audit.At Agency request. the Contractor shall provide, at its own expense. a financial audit prepared by a certifiedpublic accountant. HEAPadministrativefunds may beused to fund this expense. 1.If a financial audit is required by Agency.the audit shall be performed by an independent certified public accountant. 2. The Contractor shall notify Agency of the auditor's name and address immediately afterthe selection has been made. The contractfor the auditshall allow access by Agency to the independentauditor's working papers. 3. The Contractor is responsible for the completion of audits and all costs of preparing audits.4.If there are audit findings, the Contractor must submit a detailed response acceptable to Agency for each auditfinding within 90 days from the dateof the Homeless EmergencyAid Program NOFA Date:09/05/2018 Exhibit C 9 of 17 County of Fresno 18-HEAP-00027 Page4 of9 Standard Agreement EXHIBITC audit finding report. 6.Retention and Inspection of Records A. The Contractor agrees that Agency or its designee shall have the right to review, obtain,and copy all records and supporting documentation pertaining to performance of this Agreement. The Contractor agrees to provide Agency or its designee, with any relevant information requested. The Contractor agrees to permit Agency or its designee access to its premises, upon reasonable notice, during normal businesshoursfor the purposeof interviewingemployeeswhomight reasonably have information related to such records and inspecting and copying such books,records,accounts,and other materials that may be relevant to a matter under investigation for the purpose of determining compliance with the Chapter 5 of Part 1 of Division 31 of the Health and Safety Code and all other applicable requirements established under SB 850,HEAP program guidance document published on the website, and this Agreement. B.The Contractor further agrees to retain all records described in ParagraphA for a minimum period of five (5) years after the termination of this Agreement. 1.If any litigation,claim,negotiation,audit, monitoring, inspection or other action has been commenced before the expiration of the required record retention period, all records mustbe retained untilcompletionofthe action and resolution of all issues which arise from it. 7.Breach and Remedies A. The following shall each constitute a breach of this Agreement: 1.Contractor's failure to comply with the terms or conditions of this Agreement. 2.Use of, or permitting the use of, HEAP funds provided under this Agreement for any ineligible activities. 3.Any failure to complywith the deadlines set forth in this Agreement. B. In addition to any other remedies that may be available to Agency in law or equity for breach of this Agreement,Agency may: 1. Bar the Contractor from applying for future HEAPfunds; 2. Revoke any other existing HEAP award(s) to the Contractor; 3.Require the return of any unexpended HEAP funds disbursed under this Agreement;4.Require repayment of HEAP funds disbursed and expended under this Agreement;5. Require the immediate return to Agency of all funds derived from the use of HEAPfunds including,but not limitedto recapturedfunds and returnedfunds; Homeless EmergencyAid Program NOFA Date:09/05/2018 Exhibit C 10 of 17 County of Fresno 18-HEAP-00027 Page 50f9 Standard Agreement EXHIBITC 6.Seek,in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or the appointment of a receiver to complete the technical assistance in accordance with HEAP requirements; and 7.Seek such other remedies as may be available under this Agreement or any law. C.All remedies available to Agency are cumulative and not exclusive. D. Agency may give written notice to the Contractor to cure the breach or violation within a period of not less than 15 days. 8.Waivers No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach.The failure of Agency to enforce at any time the provisions of this Agreement, or to require at any time,performance by the Contractor of these provisions,shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of Agency to enforce these provisions. 9.Nondiscrimination During the performance of this Agreement,Contractor and its subcontractors shall not unlawfully discriminate,harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation,gender identity, gender expression,race, color, ancestry, religion,creed, national origin (including language use restriction),pregnancy,physical disability (including HIV and AIDS), mental disability,medical condition (cancer/genetic characteristics), age (over 40), genetic information,marital status,military and veteran status,and denial of medical and family care leave or pregnancy disability leave. Contractors and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor or subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code section12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 (a-f),set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full.Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 10.Conflict of Interest All participants are subject to State and Federal conflict of interest laws. Failure to comply with these laws,including business and financial disclosure provisions, will result in the application being rejected and any subsequent contract being declared Homeless Emergency Aid Program NOFA Date:09/0512018 Exhibit C 11 of 17 County of Fresno 18-HEAP-00027 Page 60f9 Standard Agreement EXHIBIT C void.Other legal action may also be taken. Applicable statutes include, but are not limited to, Government Code section 1090and Public Contract Code,sections 10410 and 10411,for State conflict of interest requirements. A.Current State Employees:No State officer or employee shall engage in any employment,activity,or enterprise from which the officer or employee receives compensation or has a financial interest,andwhich is sponsored or funded by any State agency, unless the employment,activity,or enterprise is required as a condition of regular State employment. No State officer or employee shall contract on his or her own behalf as an independent contractor with any State agency to provide goods or services. B. Former State Employees:Forthe two-year periodfromthe date he or she leftState employment,noformer State officeroremployee mayenter intoa contract inwhich he or she engaged in any of the negotiations,transactions, planning, arrangements,or any part of the decision-making process relevant to the contract while employed in any capacity by any State agency. Forthe twelve-month period from the date he or she left State employment,noformer State officer or employee may enter into a contract with any State agency if he or she was employed by that State agency in a policy-making position in the same general subject area as the proposed contract within the twelve-month period prior to his or her leaving,State service. C. Employees of the Contractor: Employees of the Contractor shall comply with all applicable provisions of .Iawpertaining to conflicts of interest, including but not limited to any applicable conflict of interest provisions of the California Political Reform Act, Government Code section 87100 et seq. 11.Drug-Free Workplace Certification Certification of Compliance: By signing this Agreement,Contractor,and its subcontractors, hereby certify, under penalty of perjury under the laws of State of California, compliance with the requirements of the Drug-FreeWorkplace Act of 1990 (Government Code 8350 et seq.) and have or wiUprovide a drug-free workplace by taking the following actions: A. Publish a statement notifying employees and subcontractors that unlawful manufacture,distribution,dispensation,possession,or use of a controlled substance is prohibited and specifying actions to be taken against employees, contractors, or subcontractors for violations, as required by Government Code section 8355(a)(1). B. Establish a Drug-Free Awareness Program, as required by Government Code section 8355(a)(2)to inform employees, contractors,or subcontractorsaboutall of the following: Homeless EmergencyAid Program NOFA Date:09/05/2018 ---- --- ------ Exhibit C 12 of 17 County of Fresno 18-HEAP-00027 Page7 of9 Standard Agreement EXHIBITC 1.The dangers of drug abuse in the workplace; 2.Contractor's policy of maintaining a drug-free workplace; 3.Any available counseling,rehabilitation,and employee assistance programs;and,. 4. Penalties that may be imposed upon employees, contractors,and subcontractors for drug abuse violations. C.Provide,as required by Government Code section 8355(a)(3), that every employee and/or subcontractor who works under this Agreement: 1.Will receive a copy of Contractor's drug-free policy statement, and 2. Will agree to abide by terms of Contractor's condition of employment or subcontract. 12.Child Support Compliance Act For any Contract Agreement in excess of $100,000, the Contractor acknowledges in accordance with Public Contract Code 7110,that: A. The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders,as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and B.The Contractor,to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 13.Special Conditions - Contractors/Subcontractor The Contractor agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibit D.These conditions shall be met to the satisfaction of Agency prior to disbursement of funds.The Contractor shall ensure that all Subcontractors are made aware of and agree to comply with all the conditions of this Agreement and the applicable State requirements governing the use of HEAP funds. Failure to comply with these conditions may result in termination of this Agreement. A. The Agreement between the Contractor and any Subcontractor shall require the Contractor and its Subcontractors, if any,to: 1.Perform the work in accordance with Federal,State and Local housing and building codes,as applicable. 2. Maintain at least the minimum State-required worker's compensation for those Homeless Emergency Aid Program NOFA Date:09/05/2018 Exhibit C 13 of 17 County of Fresno 18-HEAP-00027 Page 8 of9 Standard Agreement EXHIBITC employees who will perform the work or any part of it. 3. Maintain,as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the Contractor or any Subcontractor in performing the Work or any part of it. 4. Agree to include all the terms of this Agreement in each subcontract. 14.Compliance with State and Federal Laws. Rules, Guidelines and Regulations The Contractoragreesto complywith all Stateand Federallaws, rulesand regulations that pertain to construction,health and safety, labor, fair employment practices, environmental protection, equal opportunity, fair housing, and all other matters applicable andlor related to the HEAP program, the Contractor,its Subcontractors, and all eligible activities. Contractor shall also be responsible for obtaining any and all permits,licenses,and approvals requiredfor performing any activities underthis Agreement, includingthose necessary to perform design, construction,or operation and maintenance of the activities.Contractor shall be responsible for observing and complying with any applicable federal, state, and local laws,rules or regulations affecting any suchwork, specifically those including, but not limitedto,environmental protection,procurement, and safety laws, rules, regulations, and ordinances.Contractor shall provide copiesof permits and approvals to Agency upon request. 15.Inspections A.Contractor shall inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable Federal,State and/or local requirements,and this Agreement. B. Agency reservesthe rightto inspect any work performed hereunderto ensurethat the work is being and has been performed in accordance with the applicable Federal,State andlor local requirements,and this Agreement. C. Contractor agrees to require that all work that is determined based on such inspections not to conform to the applicable requirements be corrected and to withhold payments to the subrecipient or Subcontractor until it is corrected. 16.Litigation A. If any provision of this Agreement, or an underlying obligation,is held invalidby a court of competent jurisdiction,such invalidity, at the sole discretion of Agency, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are and shall be deemed severable. Homeless Emergency Aid Program NOFA Date:09/05/2018 Exhibit C 14 of 17 County of Fresno 18-HEAP-00027Page9 of9 Standard Agreement EXHIBIT C B.The Contractor shall notify Agency immediately of any claim or action undertaken by or against it,which affects or may affect this Agreement or Agency,and shall take such action with respect to the claim or action as is consistentwith theterms of this Agreement and the interests of Agency. Homeless EmergencyAid Program NOFA Date:09/05/2018 Exhibit C 15 of 17 Countyof Fresno18-HEAP-0002-7 Page 1.·of1·Stand.ard AgreementExhibitD SP~CIAL TE~MS AND CONDITIONS Homeless Emergency Aid Program (HEAP) 1. All proceeds fromany interest-bearing account established by the Contractor for the deposit of HEAP funds, along with·any interest-bearing accounts opened bJ Subrecipie~ to the Contractor for the deposit of HEAP funds, must be use.dfor HEAP-eJigible activities. Consistent with Health·and Safety Code Section 50214 (b), no more than fIVe (5) pereentef these 'proceeds maY'be used for general administrative purposes.'At least.five (5)'percent of these proceeds must be allocated to estabiishing or expanding services for homeless youth,as defined InHEAPProgram documents. 2.Any.housing.,.i"elatedactivities funded With HEAP funds, including but not limited to, em~rgency shelter,.rapid-rehousing, rental assistance; trarl$itional·housing and permanent supportive housing must be in compliance or othelWise'aligned with the Core Componerm;of Housing First, pursuant to Welfare and Institution Code Section 8255(b).. 3.The Con~ractor agrees to provide·the Business, Consumer ServiC8$and Housing Agency access to Homeless Management Information System ("HMI.S" data collected and entered into the Contractor's HMIS, upon request, and to participate in any statewide,data initiative as directed by BCSH including but not limited to, a statewide data·integration environment. 4.Pursuant to the infonnatien provided in.the Contractor's application. the following jurisdictions have declared'and have In effect a sherter crisis in.accordance with Government Code Se~ion 8698.2 at the time of this award, and are eligible to . HEAP f d th h th C t ct .receive un s .rou!;e on ra or: City.of Coalinga City:of Madera,:Madera County 'City of Fresno City of Parlier Fresno c.ounty .City of Huron City of Sanger { The following jurisdictions have'not declared a shelter crisis at the time Of this award and are not eligible to directly receive HEAP funds throuah the Contractor: City of Clovis City of Kennan City of Reedley City of·ChoWchilla City of KingSburg City of San Joaquin City of Firebaugh City of OrangeCove City of Selma 'City of Fowler Homeless Emergency Aid Program NOFA Date:091051201 B ContractorsIniti~ Exhibit C 16 of 17 STATEjOF CALIFORNIASTANDARD AGREEMENT STD 213 (Rev 06103)Agreement No. 19-082 AGREEMENTNUMBER 18-HEAP-00027 REGISTRATIONNUMBER CA~14 STATE.AGENCY'S NAME 1.This Agreement is entered.into betWeenthe State Agency and the Contractor nallied below: BUSINE$S"CONSUMER SERVICES AlIID HOUSINGAGENCY CONTRACTOR'S NAME County of Fresno 2.'.The term of this Agreement is;'Upon BCSHApproval through 10/31/2021. 3.The maximum amountofthis Agreement is:$ 9,501,36~;84 4. The parties agree tq Complywith the terms and conditions of the following exhibits, which are by this reference madea part ofthe Agreement.. ExhibitA -Authority,Purpose and Scope of Work Budget Detail and Payment Provisions Terms and Conditions Exhibjt B- Exhibit C- Exhibit D - SpecialTerms and Conditions '\TOTAL NUMBER OF PAGES ATTACHED: INWITNESS WHEREOF, this Agreemei1thas been executed by ~e parties hereto. 3 3 9 1 16 ' ·CONTRACTOR .California Deparlment of General . Services Use Only . ATTEST: :BERNICE E.SEIDEL Clerk of the Board of SupervisorsCounty of Fresno,State of California .By sj\l>e ..t..-,cl .Deputy I .CONTRACTOR'SNAME (if otherthan an individual,statewhether a corporation,partnership,etc.) County of Fresno DATESIGNED (Do~ottype) ADDRESS ,200W. PontiacWay, Building 3, Clovis~CA, 93612 STATE OF CALIFORNIA i AGENCY NAME BUSINESS, CONSUME .Alexis Podesta, Secretary Business, Consumer Seniices and Housing Agency ADDRESS 915 Capitol Mall,Suite 360-A,Sacramento,CA 95814 .0 Exempt per: Exhibit C 17 of 17 Exhibit D Page 1 of 14 Exhibit D Page 2 of 14 Exhibit D Page 3 of 14 Exhibit D Page 4 of 14 Exhibit D Page 5 of 14 Exhibit D Page 6 of 14 Exhibit D Page 7 of 14 Exhibit D Page 8 of 14 Exhibit D Page 9 of 14 Exhibit D Page 10 of 14 Exhibit D Page 11 of 14 Exhibit D Page 12 of 14 Exhibit D Page 13 of 14 Exhibit D Page 14 of 14 Exhibit D-1 Page 1 of 14 Exhibit D-1 Page 2 of 14 Exhibit D-1 Page 3 of 14 Exhibit D-1 Page 4 of 14 Exhibit D-1 Page 5 of 14 Exhibit D-1 Page 6 of 14 Exhibit D-1 Page 7 of 14 Exhibit D-1 Page 8 of 14 Exhibit D-1 Page 9 of 14 Exhibit D-1 Page 10 of 14 Exhibit D-1 Page 11 of 14 Exhibit D-1 Page 12 of 14 Exhibit D-1 Page 13 of 14 Exhibit D-1 Page 14 of 14 Exhibit E Page 1 of 25 Exhibit E Page 2 of 25 Exhibit E Page 3 of 25 Exhibit E Page 4 of 25 Exhibit E Page 5 of 25 Exhibit E Page 6 of 25 Exhibit E Page 7 of 25 Exhibit E Page 8 of 25 Exhibit E Page 9 of 25 Exhibit E Page 10 of 25 Exhibit E Page 11 of 25 Exhibit E Page 12 of 25 Exhibit E Page 13 of 25 Exhibit E Page 14 of 25 Exhibit E Page 15 of 25 Exhibit E Page 16 of 25 Exhibit E Page 17 of 25 Exhibit E Page 18 of 25 Exhibit E Page 19 of 25 Exhibit E Page 20 of 25 Exhibit E Page 21 of 25 Exhibit E Page 22 of 25 Exhibit E Page 23 of 25 Exhibit E Page 24 of 25 Exhibit E Page 25 of 25 Exhibit F Page 1 of 25 Exhibit F Page 2 of 25 Exhibit F Page 3 of 25 Exhibit F Page 4 of 25 Exhibit F Page 5 of 25 Exhibit F Page 6 of 25 Exhibit F Page 7 of 25 Exhibit F Page 8 of 25 Exhibit F Page 9 of 25 Exhibit F Page 10 of 25 Exhibit F Page 11 of 25 Exhibit F Page 12 of 25 Exhibit F Page 13 of 25 Exhibit F Page 14 of 25 Exhibit F Page 15 of 25 Exhibit F Page 16 of 25 Exhibit F Page 17 of 25 Exhibit F Page 18 of 25 Exhibit F Page 19 of 25 Exhibit F Page 20 of 25 Exhibit F Page 21 of 25 Exhibit F Page 22 of 25 Exhibit F Page 23 of 25 Exhibit F Page 24 of 25 Exhibit F Page 25 of 25 Exhibit G Page 1 of 2 SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as “County”), members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: “A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest” The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member’s name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member’s company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation’s transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). Exhibit G Page 2 of 2 (1) Company Board Member Information: Name: Date: Job Title: (2) Company/Agency Name and Address: (3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to): (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a): (5) Authorized Signature Signature: Date: DEPARTMENT OF VETERANS AFFAIRS VA Central California Health Care System (VACCHCS) 2615 East Clinton Avenue Fresno, CA 93703-2223 January 25, 2023 WestCare California, Inc. 1900 N. Gateway Blvd., Ste. 100 Fresno, CA 93727-1625 Re: WestCare California Inc., Letter of Support Emergency Solutions Grant (ESG) Dear Grant Review Committee: VA Central California Health Care System (VACCHCS) is pleased to support WestCare California’s application for Emergency Solutions Grant (ESG) funding to provide rapid rehousing and homelessness prevention services in the City of Fresno. WestCare California is an important partner, and its work to support and house people experiencing homelessness continues to be greatly needed and highly valued. Through many collaborations, WestCare California and its partners serve hundreds of people experiencing homelessness in Fresno City each year, including the chronically homeless, veterans, and families. WestCare California is instrumental in providing housing and other supportive programs for these most vulnerable, and deserving, members of our community. WestCare California is an important leader in enabling Fresno City to reach its goals to end homelessness and preventing its return for individuals and families in need. We look forward to continuing our critical work with WestCare California and improving the quality of life for our entire community. Respectfully, Christina Leon, LCSW Chief, Social Work Service VA Central Health Care System 2615 E. Clinton Avenue, Fresno, CA 93703 (122) Christina Leon 204056 Digitally signed by Christina Leon 204056 Date: 2023.01.25 12:13:53 -08'00' January 25, 2023 WestCare California, Inc. 1900 N. Gateway Blvd., Ste. 100 Fresno, CA 93727-1625 Re: Letter of Support for WestCare California, Inc. Dear Grant Review Committee: Fresno Housing is pleased to support WestCare California’s application for Emergency Solutions Grant (ESG) funding to provide rapid rehousing and homelessness prevention services in the City of Fresno. WestCare California is an important partner, and its work to support and house people experiencing homelessness continues to be greatly needed and highly valued. Through many collaborations, WestCare California and its partners serve hundreds of people experiencing homelessness in Fresno City each year, including the chronically homeless, veterans, and families. WestCare California is instrumental in providing housing and other supportive programs for these most vulnerable, and deserving, members of our community. WestCare California is an important leader in enabling Fresno City to reach its goals to end homelessness and preventing its return for individuals and families in need. We look forward to continuing our critical work with WestCare California and improving the quality of life for our entire community. Respectfully, Doreen Eley Assistant Director, Resident Empowerment Digitally signed by Doreen T. EleyDN: DC=org, DC=fha, OU=USR, OU=CO, CN=Doreen T. Eley, E=deley@ fresnohousing.orgReason: I am the author of this documentLocation:Date: 2023.01.25 15:29:40-08'00'Foxit PDF Editor Version: 12.0.2 Doreen T. Eley Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfHighlandMcCallShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Central Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees McCallHighlandDe WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanLeonardThompsonFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanThompsonLeonardClinton Olive Tulare Butler Church Annadale Dakota Gettysburg MinnewawaInternational Teague Gould C a n a l / R e d b a n k C r e e k CaliforniaState UniversityFresno FresnoInternationalAirport Fresno-Clovis Regional WastewaterReclamation Facility RiverJoaquinSanOfficial Zoning Map ® Planning and Development Department GIS Data Disclaimer: City of Fresno disclaims any responsibility for the accuracy or correctness of the data. Neither the City of Fresno nor any officer, or employee warrants the accuracy, reliability or timeliness or any of the data provided. In no event shall City of Fresno become liable to users of these data, or any other party, for any loss or damages, consequential or otherwise, including but not limited to time, money, or goodwill, arising from the use, operation or modification of the data. In using these data, users further agree to indemnify, defend, and hold harmless City of Fresno for any and all liability of any nature arising out of or resulting from the lack of accuracy or correctness of the data, or the use of the data. Date: 3/2/2021 0 2 4 61Miles Boundaries City Limits Fresno Sphere of Influence Planning Boundary Overlay Districts KB - Kearny Boulevard Historic Corridor CA - California Avenue Transit Corridor BP - Bluff Preservation EA - Expressway Area RM - Residential Modifying ANX - Annexed Rural Residential EQ - Equine M - Mining AH - Apartment House UC - Urban Campus NR - Neighborhood Revitalization LEGEND Base Districts DTC - Downtown Core DTG - Downtown General DTN - Downtown Neighborhood RE - Residential Estate RS-1 - Residential Single-Family, Extremely Low Density RS-2 - Residential Single-Family, Very Low Density RS-3 - Residential Single-Family, Low Density RS-4 - Residential Single-Family, Medium Low Density RS-5 - Residential Single-Family, Medium Density RM-MH - Mobile Home Park RM-1 - Residential Multi-Family, Medium High Density RM-2 - Residential Multi-Family, Urban Neighborhood RM-3 - Residential Multi-Family, High Desnity NMX - Neighborhood Mixed Use CMX - Corridor/Center Mixed Use RMX - Regional Mixed Use CMS - Commercial Main Street CC - Commercial Community CR - Commercial Regional CG - Commercial General CH - Commercial Highway and Auto CRC - Commercial Recreation O - Office BP - Business Park IL - Light Industrial IH - Heavy Industrial OS - Open Space PR - Park and Recreation PI - Public and Institutional Downtown Activity Classifications Activity Class A Activity Class B \ \ \Activity Class C City of Fresno Ordinance Number Date Ordinance Number Ordinance Number Date Ordinance Number Date 2016-2 4-Feb-16 2017-43 24-Aug-17 2018-49 30-Aug-18 2016-3 4-Feb-16 2017-44 24-Sep-17 2018-63 6-Dec-18 2016-4 4-Feb-16 2017-45 31-Aug-17 2019-010 11-Apr-19 2016-8 17-Apr-16 2017-60 26-Oct-17 2019-12 26-May-19 2016-15 12-May-16 2017-61 26-Oct-17 2019-018 25-Jul-19 2016-23 30-Jun-16 2017-63 2-Nov-17 2019-020 15-Aug-19 2016-26 18-Aug-16 2018-7 8-Feb-18 2019-026 22-Aug-19 2016-29 1-Sep-16 2018-8 8-Feb-18 2019-47 5-Dec-19 2016-31 1-Sep-16 2018-9 15-Feb-18 2019-49 12-Dec-19 2016-36 22-Sep-16 2018-16 5-Apr-18 2020-001 16-Jan-20 2016-41 20-Oct-16 2018-20 19-Apr-18 2020-005 15-Mar-20 2016-46 17-Nov-16 2018-30 17-May-18 2020-013 10-May-20 2016-49 1-Dec-16 2018-31 24-May-18 2020-021 18-Jun-20 2016-58 15-Jan-17 2018-49 30-Aug-18 2020-032 27-Aug-20 2017-3 12-Feb-17 2018-63 6-Dec-18 2020-046 15-Oct-20 2017-4 12-Feb-17 2019-10 11-Apr-19 2020-047 15-Oct-20 2017-13 2-Apr-17 2019-12 26-May-19 2020-048 15-Oct-20 2017-27 25-May-17 2019-018 25-Jul-19 2021-003 28-Jan-21 2017-31 9-Jul-17 2019-020 15-Aug-19 2017-32 16-Jul-17 2019-026 22-Aug-19 REZONES ZONING ADOPTION Ordinance Number Date 2015-39 3-Dec-15 PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 10 of 27 PY 2023-2024 APPLICATION Homeless and Homelessness Prevention Programs 1. Project Summary Information – please complete the below summary for the project/program. Project Name (10 words or less): The Living Room Amount Requested: $ 849,665.00 ESG Applicants Only – please provide a breakdown of amount requested by program component: Street Outreach: $ .00 Emergency Shelter: $ .00 Homelessness Prevention: $ .00 Rapid Rehousing: $ .00 HMIS: $ .00 This is a: New Project/Program Existing Project/Program Provide a short description of the proposed program/activity. (1 to 3 sentences and must fit in the provided space). WestCare California, Inc. is the lead agency partnering with Fresno Housing Authority to continue providing housing assistance and related supports for people living with HIV/AIDS and their families in Fresno County. Specific services provided include Short Term Rental and Mortgage Assistance (STRMU), Tenant-Based Rental Assistance (TBRA), transitional housing, homelessness prevention, rapid rehousing, supportive services, and housing information. The primary goals of the proposed program are to help participants achieve both permanent housing and health stability. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 11 of 27 2. Organizational Capacity a. Describe the organization’s experience with administering federally funded programs of this nature. WestCare California has provided behavioral health and human services in Fresno County since 1974. Today, WestCare's services fall into five primary domains: Mental Health & Wellness, Treatment & Rehabilitation, Veteran Services, Criminal Justice, Housing Opportunities, and HIV Education & Prevention. WestCare has extensive experience working with a variety of special populations, including people experiencing homelessness, people with substance use and mental health disorders, people living with HIV/AIDS, criminal justice populations, Veterans, and the LGBTQ community. WestCare has administered the Short-Term Rental Assistance, outreach, and case management components of HOPWA since 2009 and has systems in place for connecting with and helping the high-priority HOPWA subpopulations, including unsheltered homeless persons living in places not intended for human habitation, chronically homeless persons, homeless Veterans, and other highly vulnerable homeless persons such as victims of domestic violence, households with children, and youth aging out of the foster care system. Since 1996, WestCare has operated The Living Room, one of the only community centers for people living with HIV/AIDS in the Central Valley. With ongoing funding from multiple federal, state, and local agencies including HUD, SAMHSA, Veterans Administration, California Department of Corrections and Rehabilitation, Board of State and Community Corrections, County of Fresno, City of Fresno, and others, WestCare administers 60 separate contracts throughout California with a budget of approximately $60 million and more than 500 staff. WestCare's leadership team possesses decades of experience in administering homelessness prevention and housing programs. WestCare currently operates several housing programs through a variety of funders including: Housing Opportunities for People with AIDS (HOPWA) and Project Unite under contract with the City of Fresno; Project LiftOFF funded by HUD; and Coordinated Entry for the Fresno Madera Continuum of Care (CoC) also funded by HUD, among others. WestCare has sufficient cash reserves to guarantee at least three months of program service in the event that funding from this source is delayed or unavailable. b. For how many years has the organization administered activities of the type described in this application? PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 12 of 27 49 c. Does the organization have the following in place (check box if ‘yes’)? Written policies and procedures for the proposed project or program (i.e., intake, eligibility) Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures Facility utilization plan and policies Note: If not, be aware, the City will require a facility utilization plan and policies prior to the execution of a subrecipient agreement. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 13 of 27 d. Provide addresses for each applicable location of site(s) where activity will occur, and a brief description of the facilities. The Living Room is located at 1330 E Olive Ave, Fresno, CA 93728. The facility has 4 offices for staff, 3 of which are private and can be used for counseling or testing. The facility also has a kitchen, drop-in center, dining room, living room/group room/tv room, two bathrooms, and a reception area. Outside, there is a patio in the rear, which allows the program to host outside lunches and social events, and a large parking lot. The building is located in Fresno's Tower District, which is an LGBTQ friendly area known for its diversity, vibrant arts scene, and friendly neighbors. Multiple festivals are held in the area including the annual Gay Pride parade. The Living Room's office is located on multiple bus lines and is ADA accessible. Maps attached as exhibit H PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 14 of 27 3. Proposed Scope of Work a. Briefly describe the needs this proposal addresses, and how existing resources are insufficient to meet this need: Currently, there are more than 2,000 diagnosed people living with HIV/AIDS in Fresno County. WestCare serves approximately 700 of these individuals annually through The Living Room, which provides outreach, housing assistance, HIV/HCV testing, linkages to medical care and PrEP, intensive case management services, support groups, hot meals, financial help, social gatherings, prevention education, and an emergency food pantry, as well as a safe drop-in space for the program's participants. The Living Room serves a primary target population of Latino men who have sex with men (MSM) who have the highest incidence rates for HIV and AIDS in Fresno County. In fact, most of the HIV transmission in the county has been linked to MSM, who represent more than 85% of total new cases, with the majority of new cases self-identifying as Hispanic. After achieving an all-time low of new HIV cases in Fresno during the 2000s, in 2011 the HIV transmission rate sky rocketed 73% over the county’s previous five- year average. To this day, Fresno’s HIV transmission rates have never returned to pre-2010 levels. Additionally, over the last several years, HIV transmission rates in Fresno County have dramatically increased among people under 35 years of age representing nearly 50% of all new HIV cases occurring in the county. Alarmingly, Fresno’s HIV transmission rates among young adults have even exceeded rates reported in San Francisco, which has a significantly larger population. In 2009, just before the HIV transmission rates began to increase, the State of California cut more than $80 million from its HIV budget. As a result of these cuts, many community-based organizations dedicated to ending the HIV epidemic in California closed their doors. Although The Living Room managed to survive, it went from serving approximately 400 participants per month down to just over 50 each month, drastically reducing the amount of HIV prevention and education services available in Fresno County. Significant reinvestment is needed to support Fresno’s HIV infrastructure to reverse the rising tide of new HIV cases and chart a new trajectory towards “getting to zero.” b. Briefly describe the target population and how the project will meet the specific needs of the target population. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 15 of 27 The Living Room's participants are primarily composed of minority racial and ethnic groups who subsist with fixed limited incomes, high unemployment, and inadequate education. Subgroups served that are disparately impacted by HIV/AIDS include people who inject drugs (PWID) and men who have sex with men (MSM), as well as African American and Hispanic individuals. The Living Room serves marginalized people in need of comprehensive case management services who often require linkages to multiple supportive services in addition to housing, including physical and mental health care, substance use disorder treatment, acquisition of basic educational skills, life skills training, vocational skills and job search assistance, and enrollment in benefits for which the client may not be aware of their eligibility. The Living Room staff is highly experienced in the provision of effective, stigma free services for people who may have many barriers to successful outcomes. All of The Living Room’s programs are person-centered, gender-responsive, and trauma-informed and follow proven, evidence-based practices in service delivery. c. Describe how the project will be marketed to the target population. The Living Room will market its services to the target population through regular outreach activities to engage people in need and educate them about available housing assitance and other resources offered in the community by WestCare and other partners in the Fresno Madera Continuum of Care (FMCoC). The Living Room also uses social media as a marketing tool. We have separate Facebook pages for The Living Room and The Fresno AIDS Walk, both of which describe our services, as does our Fresno AIDS Walk web site. The Living Room also does Zoom meetings and presentations with local organizations such as PFLAG, Spectrum Center, Trans- E-Motion, and The LGBTQ Center. Finally, The Living Room frequently engages medical providers to educate them about services offered. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 16 of 27 d. Summary of Services to be provided: Select all services to be provided, including those that are not funded by the City. Emergency Shelter Transitional Housing Homeless Prevention/Housing Assistance Homeless Diversion Mental Health/Other Services - Individual and Family Counseling - Drug/Alcohol Treatment - Job Training - Children’s Program - Parenting education - Domestic Violence Intervention - Self-Sufficiency Skills Training - Outreach - Assessment of Needs Permanent Housing with Supportive Services Affordable Housing Job Training/ Job Search Women’s Program Day Care Youth Program Access to Medical Immigration Assistance Fair Housing Assistance Academic Support/Tutoring Referral Services Case Management Provide Meals Free Services Business Development to micro-enterprise Other (specify):transportation assistance PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 17 of 27 e. Estimate the number of unduplicated persons expected to benefit from the project: 550 unduplicated persons will receive a direct benefit from this project. f. Please indicate which of these service types will be provided and the number of unduplicated persons who will benefit. Check if Providing Public and Community Service Types Estimated No. Persons Assisted Operating Cost of Shelters for Persons who are homeless or impacted by HIV/AIDS Rental Assistance/Subsidy 150 Supportive/Essential Services (not duplicated with services provided in conjunction with another activity) 100 Housing information services (not duplicated with services provided in conjunction with another activity) 300 PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 18 of 27 g. Describe the homeless or homelessness prevention service program. Please include information about barriers to program participation and how the activity will address those barriers, and any information about how the activity was developed or refined in consultation with the target population. Limit description to the space provided on this and the next page. WestCare is seeking continued funding for a collaborative program with the Fresno Housing Authority (FHA). Under this agreement, the program will provide provide Short-Term Rent, Mortgage, or Utility Assistance (STRMU) for 40 households, Tenant-Based Rental Assistance (TBRA) for 20 households, and 6 units in transitional short-term housing facilities developed, leased, or operated with HOPWA funds. All participants in this program will be individuals and families affected by HIV/AIDS who are homeless or at-risk of homelessness. WestCare's proposed activities are consistent with the priorities outlined in the City of Fresno 2020-2024 Consolidated Plan. The specific priority addressed under this application is for "Homelessness and the Prevention of Homelessness" to "provide assistance for the homeless and those at risk of becoming homeless through safe low-barrier shelter options, housing first collaborations, and associated supportive services." WestCare's proposed services are consistent with the plan’s priorities regarding homelessness, will help participants regain housing stability, and are grounded in the Housing First approach. WestCare and partners provide all aspects of homeless housing and homelessness prevention including emergency shelter, transitional housing, housing relocation, rental assistance and housing stabilization, linkages to care and access to substance use disorder treatment services, and case management. The Consolidated Plan's HOPWA-specific goals continue to prioritize short-term rent, mortgage, and utility assistance (STRMU), tenant-based rental assistance (TBRA); and transitional housing. WestCare and FHA are currently providing these services, plus outreach, case management, and supportive services. All clients who are assessed for housing are entered into a database for consideration for Section 8 vouchers. WestCare expects to identify and serve 550 individuals during the grant term (150 individuals will receive rental subsidies, 100 individuals will receive supportive services, and 300 individuals will receive housing information). The program will continue to target the high priority sub-populations of people living with HIV/AIDS, including unsheltered homeless individuals living outdoors or in places not intended for human habitation, chronically homeless individuals, homeless Veterans, youth aging out of foster care, domestic violence victims, and households with children. Participants will continue to be identified through outreach and partnerships including the Fresno Madera Continuum of Care, Marjaree Mason Center, San Joaquin Valley Veterans, The Living Room, Community Regional Medical Center, Kaiser Permanente, LGBTQ organizations, referrals from other agencies, self-referrals, and walk-ins. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 19 of 27 Detailed Narrative Description of Project/Program (Continued from previous page) Eligibility will be determined using: 1) Documented medical diagnosis of HIV/AIDS of at least one member of the household; 2) Documented living situation of homelessness or at-risk for homelessness; and 3) Documented low-income status at or below 80 percent of the area median income (AMI). Priority will be given to those households documenting residency in the City of Fresno, Fresno County, and living at or below the poverty level. All of the program's proposed services will provide participants and their families with appropriate, safe, high-quality, stable housing, and the case management and supportive services they need to maintain mental, physical, and emotional health. Eligible activities and services to be provided include: 1) Short-Term Rent, Mortgage, or Utility Assistance (STRMU) for 40 households; 2) Tenant-Based Rental Assistance (TBRA) for 20 households; and 3) 6 units provided in transitional short-term housing developed, leased, or operated with HOPWA funds. Additionally, WestCare will continue to provide housing information services including counseling, information, and referral/linkage. Supportive services provided will continue to include a detailed needs assessment using the Vulnerability Index and Service Assessment Tool (VI-SPDAT), intensive case management, permanent housing placement, substance use disorder treatment, personal assistance, nutritional services, transportation, assistance in enrolling in public benefits, hot meals, and an emergency food pantry. All services are entered into HMIS. People experiencing homelessness face formidable barriers, including lack of reliable transportation, need for childcare, lack of steady work history and/or inadequate preparation for employment, little or no income, food scarcity, and the inability to navigate complex systems. WestCare mitigates these factors through comprehensive services including providing transportation to appointments, linking participants to medical and mental health providers, substance use disorder treatment, vocational and educational services, assistance enrolling in public benefits, and the provision of hot meals and an emergency food pantry. At WestCare, we believe that getting feedback from participants is the best way to continuously improve the effectiveness and efficiency of our programs. To this end, participant satisfaction surveys are issued to clients to receive feedback on services from their perspective. The goal of these surveys is to gather participant’s opinions about the program and determine how satisfied they were with the services they received. These surveys are critical to WestCare’s program design process because the information they collect can help program leadership to identify any shortcomings the program may have, discover any unmet needs that participants may have, and determine areas for improvement. The surveys ask for participant feedback on a number of important program areas, including their satisfaction with the program’s location and facility quality, enrollment and intake processes, content of services provided, length of services provided, satisfaction with staff members, cultural competence, and achieved outcomes. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 20 of 27 h. Collaboration Briefly describe any collaboration efforts with other organizations for this project/program or related initiatives. Collaborating Organization Description of Collaboration Fresno Housing Authority Tenant-Based Rental Assistance Kaiser Permanente primary medical care Specialty Services Clinic at Community Regional Medical Center primary medical care Clinica Sierra Vista primary medical care Trans-E-Motion support groups, community education Spectrum Center LGBTQ programming, social and community events Avita Pharmacy PrEP PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 21 of 27 4. Project/Program Budget a. Activity Budget by Funding Type Please provide a high-level summary of the total budget by federal and non- federal funds. Proposed Activity Budget Amount Total ESG, HOPWA, and/or CDBG Funds Requested $1,098,623.71 Total Other Federal Funds (do not include the above funds on this line) $0 Total Non-Federal Funds $248,958.71 Total Proposed Activity Budget $1,347,582.42 b. List of Funding Sources Provide all planned funding anticipated/ committed for this activity for FY 2023- 2024. If the organization has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 22 of 27 c. Activity Budget Summary and Narrative Please complete Exhibit A – Operating Budget Summary. The above referenced Budget worksheet is available in Excel format at www.fresno.gov/housing under ‘Notices of Funding Available.’ Please complete Exhibit B – Budget Narrative to provide a brief explanation of the expenses included in the budget. d. Prior-Year Financial Statement For existing programs, please attach a financial statement labeled as Exhibit B for the proposed program for the last full operating year. Failure to provide the financial statement will result in disqualification. Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY EXHIBIT B – BUDGET NARRATIVE EXHIBIT C – HOMELESS AND HOMELESSNESS PREVENTION ESG SOURCES AND AMOUNTS OF MATCH AND MATCH QUESTIONAIRE EXHIBIT D – PRIORYEAR AUDITED FINANCIAL STATEMENT INCLUDING STATEMENT OF ACTIVITIES, STATEMENT OF FINANCIAL POSITION AND STATEMENT OF CASH FLOWS (REQUIRED WHEN TOTAL FEDERAL GRANT AWARDS EQUALED OR EXCEEDED $750,000 DURING THE ANNUAL AUDIT PERIOD); OR EXHIBIT E – PRIOR-YEAR UNAUDITED FINANCIAL STATEMENT WHEN TOTAL FEDERAL GRANT AWARDS FOR THE ANNUAL AUDIT PERIOD WAS LESS THAN $750,000 Optional Additional Exhibits: EXHIBIT F – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT G – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT H – SERVICE AREA MAP (REQUIRED IF NOT DESCRIBED IN 2.d.) Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position; add additional rows as needed) Direct Service Personnel: Program Director 75,000.00 17,550.00 92,550.00 92,550.00 Lead Case Manager/Outreach $28.00/hr 58,240.00 13,628.16 71,868.16 71,868.16 Outreach Specialist/Case Manager $25.00/hr 52,000.00 12,168.00 64,168.00 64,168.00 Kitchen Assistant $19/hr ‐ 0.6 FTE 23,712.00 5,548.61 29,260.61 29,260.61 Client Services Navigator $22/hr 45,760.00 10,707.84 56,467.84 56,467.84 Administrative Assistant $21/hr 43,680.00 10,221.12 53,901.12 53,901.12 Administrative Personnel: ‐ ‐ ‐ ‐ ‐ ‐ Independent Contractors / Consultants: TBRA ‐ Fresno Housing Authority 78,000.00 78,000.00 78,000.00 ‐ ‐ TOTAL PERSONNEL BUDGET $ 298,392.00 $ 69,823.73 $ 368,215.73 $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ 368,215.73 Occupancy, Supplies, and Other Operating Facility Lease/Rent $ 41,322.00 41,322.00 41,322.00 Utilities 13,260.00 13,260.00 13,260.00 Repairs/Maintenance 5,000.00 5,000.00 5,000.00 Supplies/Expendable Equipment 4,500.00 4,500.00 4,500.00 Auto Lease 22,188.00 22,188.00 22,188.00 Staff Travel/Fuel/Training 7,850.00 7,850.00 7,850.00 HMIS Licensing 990.00 990.00 990.00 Communications 7,405.08 7,405.08 7,405.08 Client Needs 18,548.00 18,548.00 18,548.00 Client Travel 2,430.00 2,430.00 2,430.00 Employee Recruitment 1,500.00 1,500.00 1,500.00 ‐ ‐ Other (Specify) ‐ TOTAL OCCUPANCY, SUPPLIES AND OTHER OPERATING BUDGET $ 124,993.08 $ 124,993.08 $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ 124,993.08 INDIRECT COSTS (Select 1 indirect rate Only) Approved Cost Allocation Plan Rate 26% 164,391.19 164,391.19 164,391.19 De minimus 10 % Rate ‐ TOTAL INDIRECT COST BUDGET 164,391.19 $ 164,391.19 $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ 164,391.19 Program Expense Budget Grant Assistance to Beneficiaries ‐ Sober Living (15 persons / 30 days / $33/day) 15,000.00 15,000.00 15,000.00 Bed Days/SUD Treatment (5 people / 30 days/$110/day) 16,500.00 16,500.00 16,500.00 Bridge Housing (3 units ‐ #208, #213, TBD Dakota Ln) @ $995/unit/month + deposit 36,000.00 36,000.00 36,000.00 Short‐Term Rent, Mortgage, Utilities (STRMU) 46,565.00 46,565.00 46,565.00 Loans to Beneficiaries ‐ Other (Specify) ‐ TOTAL PROGRAM EXPENSE BUDGET 114,065.00 $ 114,065.00 $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ 114,065.00 TOTAL PROJECT BUDGET $ 779,841.27 $ 69,823.73 $ 849,665.00 $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ 849,665.00 * Please revise this form and annotate budget items as needed All applicants are required to submit a copy of their organization’s operating budget. CITY OF FRESNO OPERATING BUDGET SUMMARY (non‐capital projects) Budgeted Position (Personnel) or Category (Operations) City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) WestCare California Program Director The Program Director will be responsible for oversight of the program and scope of work. This position will approve all purchases to ensure costs are within budget, monitor data for contract compliance, submit performance reports, and will provide supervision through direct observation and follow‐up training. Lead Case Manager Person in this position will be responsible for providing programmatic leadership and oversight of a caseload for the program. Responsible for the coordination of client care by collaborating with multidisciplinary healthcare professionals and other community‐ based programs as needed to provide and facilitate services toward housing stability and client self‐efficacy. Lead Case Manager will meet with each client twice monthly, or as needed to provide support and assistance towards achieving each Individualized Housing Plan. This full time position will be paid at $28/hour. Outreach Specialist/Case Manager This staff member will be responsible for a caseload of PLWA, and coordinating and facilitating outreach efforts in the greter Fresno community; prioritizing efforts in the rural communities that are greatly underserved. The Case Manager will meet with each client at least once weekly to provide support and assistance towards achieving each Individualized Service Plan. This 1.0 FTE will be paid at $25/hour. Kitchen Assistant The Kitchen Assistant will ensure meals are prepared on Tuesday, Wednesday and Thursday and are in accordance with safe food handling guidlines. They will also provide maintenance of the food pantry and prepare and distrubute grocery bags to program participants. This part‐time position will work on‐site a total of 24 hours per week (0.6 FTE) and will be paid $19/hour. Fringe Benefits Calculated at 23.4% of total salaries Facility Lease/Rent This line item represents the cost of rented space to be used for the day‐to‐day operations of the program. Office space, reception area, restrooms, kitchen, food pantry, etc. Estimated costs are $3,443.50/month. Utilities This line item represents the cost of electricity, natural gas, water/sewer, trash removal, alarm service, and other utility costs allocated per the rented space to be used by the program. Calculated at an estimated $1,105 per month x 12 months. Repairs/Maintenance This line item represents the repairs/maintenance/remodel of office space for staff to be used for the program calculated at an estimated cost of $5,000 for the year or $416.67 per month for 12 months. Supplies/Expendable Equipment This line item represents the cost of consumables such as paper, pens, clipboards, toner, staples, etc. for the program staff/facility in addition to the cost of copier/printer/scanner lease. Calculated at an estimated $250 per month x 12 months. Auto Lease Line item represents the cost of one truck leased at $1,050/month for 12 months. Staff Travel/Training/Fuel Costs/Vehicle Maintenance Cost of fuel for leased vehicles, mileage reimbursements for staff who use their personal vehicle for program related travel, and vehicle maintenance. Additionally, cost allocated for staff attendance at USCHA 2023, and other potential colloabrative opportunities within the PY. Calculated at an estimated $5,050 for the PY. HMIS Licensing Cost of two staff to be HMIS licenced at $330 per license. Communications For the monthly connectivity fees associated with the program cell phones to be used by HOPWA program staff, desk phone, fedex cost , internet/cable, etc. Calculated at $398.26 per month x 12 months. Client Needs This line item represents the cost of providing assistance with client fiscal barriers to self ‐ sufficiency, such as license renewals, apartment application fees, childcare costs, vehicle repair costs, etc. Calculated at an estimated $1,545.67 per month x 12 months. WestCare California, Inc. City of Fresno HOPWA PY22‐23 CoF ‐ FY24‐25 WCCA Supportive Services Employee Recruitment This line item represents the recruiting of staff, Indeed, physical exams, lab work, etc. at $1,500/year. Sober Living Funds to provide assistance to clients for short‐term stay in sober environment for 15 clients / 30 days / $33 per day. Estimated at $1,250 per month x 12 months. Bed Days/SUD Treatment Funds to provide substance use disorder (SUD) assistance to clients for short‐term stay in sober environment for 5 clients / 30 days / $110 per day. Estimated at $1,375 per month x 12 months. Bridge Housing This line represents the cost of three apartments located on Dakota Lane, leased by the program at a cost of $995/unit x 3 units x 12 months. Client Services Navigator This individual will be resposnible for providing ancillary support to HOPWA eligible participants to address needs related to achieving self‐efficacy; scheduling and transporting clients to healthcare appointments, assisting with documentation needs, filling out applications and providing hands‐on navigation services to ensre appropriate linkages are made. Administrative Assistant Position to assist clients at front desk and in the operation/support of HOPWA office functions. Position is 1.0 FTE and will be paid at $21/hour. Fringe Benefits Calculated at 23.4% of total salaries Supplies/Expendable Equipment This line item represents the cost of consumables such as paper, pens, clipboards, toner, etc.; for the program staff/facility. Calculated at an estimated $125 per month x 12 months. Staff Travel/Training/Fuel Costs/Vehicle Maintenance Cost of fuel for leased vehicles, mileage reimbursements due to staff for use of their personal vehicle for program related travel, and vehicle maintenance. Additionally, cost allocated for possible staff training during the PY. Calculated at an estimated $2,800 for the PY. Auto Lease Line item represents the cost of one car leased at $799/month for 12 months. Client Travel This line item represents the cost of client transportation via bus passes, etc. Calculated at $202.50 per month. HMIS Licensing Cost of one employee to be HMIS licenced at $330 per license. Communications For the monthly connectivity fees associated with the program cell phones to be used by HOPWA program staff, desk phone, fedex cost , internet/cable, etc. Calculated at $218.75 per month x 12 months. TBRA Contractual TBRA‐FHA Contracted housing assistance through the Fresno Housing Authority for HOPWA clients as a part of the TBRA Voucher program. Cost include FHA staff hours and rental assistance, calculated at $6,500 per month for 12 months. STRMU Others‐STRMU Short‐Term Rent, Mortgage, Utilities assistance for HOPWA clients in need of such services. Calculated at an average monthly cost of $3,880.42 per month for 12 months. Indirect Costs Costs are comprised of administrative personnel and other such costs that support the program and are not covered in the line item budget. These costs include, but are not limited to, management, accounting, auditing, payroll, human resources, and technical support. Calculated at 26% of direct costs. Housing Information Referral Services Emergency Shelter WESTCARE CALIFORNIA, INC. FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION JUNE 30, 2021 WESTCARE CALIFORNIA, INC. REPORT ON FINANCIAL STATEMENTS JUNE 30, 2021 TABLE OF CONTENTS PAGE Independent Auditor’s Report 1-2 Financial Statements: Statement of Financial Position 3 Statement of Activities 4 Statement of Cash Flows 5 Statement of Functional Expenses 6 Notes to the Financial Statements 7-13 Supplemental and Other Information: Schedule of Expenditures of Federal Awards 14 Notes to Schedule of Expenditures of Federal Awards 15 Schedule of Findings and Questioned Costs 16 Independent Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 17-18 Independent Auditor’s Report on Compliance for Each Major Federal Program and on Internal Control Over Compliance Required by the Uniform Guidance 19-20 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WestCare California, Inc. as of June 30, 2021 and the change in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Supplemental and Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedules of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 15, 2021, on our consideration of WestCare California, Inc.’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering WestCare California, Inc.’s internal control over financial reporting and compliance. Fresno, California December 15, 2021 2 WESTCARE CALIFORNIA, INC. STATEMENT OF FINANCIAL POSITION JUNE 30, 2021 ASSETS Cash and Cash Equivalents $ 6,911 Grant Contracts Receivable 9,421,691 Prepaid Expenses 205,949 Cash Restricted for Client Funds 272,983 Cash Restricted for Program Funds 1,208,323 Due from Related Organization 2,504,457 Property and Equipment, Net 4,567,553 Total Assets $18,187,867 LIABILITIES Accounts Payable and Accrued Expenses $ 4,429,244 Accrued Salaries and Related Expenses 1,458,502 Due to Clients (Contra) 247,089 Deferred Revenue 3,599,578 Total Liabilities $ 9,734,413 NET ASSETS Without Donor Restrictions 8,453,454 Total Net Assets 8,453,454 Total Liabilities and Net Assets $18,187,867 See accompanying notes to financial statements 3 WESTCARE CALIFORNIA, INC. STATEMENT OF ACTIVITIES For the Year Ended June 30, 2021 Change in Net Assets Without Donor Restrictions Revenues and Other Support Federal Contract Revenue $ 8,754,067 State Contract Revenue 5,427,937 STOP Contract 9,451,423 STOP Aftercare 17,491,372 County Contract Revenue 11,005,789 City Contract Revenue 1,068,625 Other Contract Revenue 518,086 Client Fees 1,486,813 Donations and Gifts 12,392 Stimulus Funds 702,775 Other Revenue 18,098 Total Revenues and Other Support Without Donor Restrictions $ 55,937,377 Expenses Program Services Grants and Program Support 47,163,977 Total Program Services 47,163,977 Supporting Services General and Administrative 8,449,650 Total Supporting Services 8,449,650 Total Expenses 55,613,627 Change in Net Assets Without Donor Restrictions 323,750 Net Assets, Beginning of Year 8,129,704 Net Assets, End of Year $ 8,453,454 See accompanying notes to financial statements 4 WESTCARE CALIFORNIA, INC. STATEMENT OF CASH FLOWS JUNE 30, 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Change in Net Assets Without Donor Restrictions $ 323,750 Adjustments to Reconcile Change in Net Assets To Net Cash Provided by Operating Activities: Depreciation 330,962 (Increase) or Decrease in: Grants Receivable (2,727,082) Prepaid Expenses 42,851 Increase or (Decrease) in: Accounts Payable and Accrued Expenses 319,346 Accrued Salaries and Related Expenses 106,268 Clients Funds (Contra) 42,177 Deferred Revenue 2,850,404 Net Cash Provided/(Used) in Operating Activities $ 1,288,676 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of Property and Equipment (484,322) Net Cash Provided/(Used) in Investing Activities (484,322) CASH FLOWS FROM FINANCING ACTIVITIES: Advances to Related Organization (1,284,988) Net Cash Provided/(Used) in Financing Activities ( 1,284,988) Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash (480,634) Beginning Cash, Cash Equivalents, and Restricted Cash 1,968,851 Ending Cash, Cash Equivalents, and Restricted Cash $ 1,488,217 Supplemental Disclosure: Interest Paid $ -- See accompanying notes to financial statements 5 P R O G R A M S E R V I C E S GENERAL FEDERAL STATE LOCAL OTHER PROGRAM TOTAL AND TOTAL GRANTS GRANTS GRANTS GRANTS SUPPORT PROGRAM FUNDRAISING ADMINISTRATIVE EXPENSES SALARIES AND RELATED EXPENSES Salaries $2,429,388 $6,046,349 $7,573,339 $193,608 $545,711 $16,788,395 $- $642,652 $17,431,047 Payroll taxes and employee benefits 394,229 519,168 740,058 14,074 98,906 1,766,435 - 2,360,490 4,126,925 TOTAL SALARIES AND RELATED EXPENSES 2,823,617 6,565,517 8,313,397 207,682 644,617 18,554,830 - 3,003,142 21,557,972 OTHER EXPENSES Building occupancy 216,944 719,527 692,580 10,716 28,342 1,668,109 58,915 1,727,024 Travel 9,778 42,881 43,290 211 1,219 97,379 13,180 110,559 Equipment costs 45,082 264,853 91,415 79,165 7,853 488,368 40,568 528,936 Repair and Maintenance 31,806 128,775 121,672 2,409 13,792 298,454 20,467 318,921 Vehicles 168,898 145,824 184,394 25,636 1,841 526,593 6,557 533,150 Food costs 19,845 467,317 325,640 14,958 5,689 833,449 188 833,637 Program Assistance and Supplies 3,906,011 722,151 1,129,558 90,924 34,465 5,883,109 20,412 5,903,521 Purchased Aftercare 17,491,372 17,491,372 - 17,491,372 Interest and Taxes 16,363 5,282 4,103 1,895 474 28,117 31,132 59,249 Operating supplies and expenses 121,647 269,211 236,522 9,960 33,894 671,234 673,024 1,344,258 Professional services 30,670 115,680 290,514 2,400 600 439,864 214,525 654,389 Management/Administration - - - - - - 4,219,677 4,219,677 TOTAL OTHER EXPENSES 4,567,044 20,372,873 3,119,688 238,274 128,169 28,426,048 - 5,298,645 33,724,693 TOTAL EXPENSES BEFORE DEPRECIATION 7,390,661 26,938,390 11,433,085 445,956 772,786 46,980,878 - 8,301,788 55,282,665 Depreciation 1,184 39,755 129,083 - 13,077 183,099 - 147,863 330,962 TOTAL EXPENSES $7,391,845 $26,978,145 $11,562,168 $445,956 $785,863 $47,163,977 $- 8,449,650 $55,613,627 See accompanying notes to financial statements WestCare California, Inc. STATEMENT OF FUNCTIONAL EXPENSES Year Ended June 30, 2021 6 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 1 – ORGANIZATION AND NATURE OF ACTIVITIES: Organization and Nature of Activities: WestCare California, Inc. is a tax exempt, non- profit corporation governed by a volunteer board of directors incorporated in 1999 whose purposes include, but are not limited to the following: A. To promote public awareness about chemical dependency and related issues and problems; and, B. To promote recovery from chemical dependency and or related illnesses, through developing, establishing and/or maintaining of centers for the rehabilitation of individuals and their families. C. To promote the health and well being of all citizens. The Organization provides residential and out-patient rehabilitation programs, criminal justice programs, health related and a variety of prevention programs and services all of which are related to the purposes for which it is established. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting: The accompanying financial statements of the Organization have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America. Basis of Presentation: Net assets and revenues, expenses, gains, and losses are classified based on the existence or absence of donor-imposed restrictions. Accordingly, net assets of the Organization and changes therein are classified as follows: Net assets without donor restrictions: Net assets that are not subject to donor- imposed restrictions and may be expended for any purpose in performing the primary objectives of the Organization. These net assets may be used at the discretion of Management and the Board of Directors. Net assets with donor restrictions: Net assets subject to stipulations imposed by donors and grantors. Some donor restrictions are temporary in nature; those restrictions will be met by actions of the Organization or by the passage of time. Other donor restrictions are perpetual in nature, whereby the donor has stipulated the funds be maintained in perpetuity. 7 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued): Measure of Operations: The statement of activities reports all changes in net assets, including changes in net assets from operating and non-operating activities. Operating activities consist of those items attributable to the Organization’s ongoing activities. Non-operating activities are limited to resources that generate return from investments and other activities considered to be of a more unusual or nonrecurring nature. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures contained in the financial statements. Actual results could differ from those estimates. Cash and Cash Equivalents: For purposes of the statement of cash flows, the Organization considers investments available for current use with an initial maturity of three months or less to be cash equivalents. Concentrations of Credit Risk: Financial instruments that potentially subject the Organization to concentration of credit risk are cash and receivables. Concentration of credit risk with respect to receivables is limited because a substantial portion of these balances are due from federal and state governmental agencies. Management believes the Organization is not exposed to any significant credit risk on cash. The Organization maintains its cash in various bank accounts that, at times, may exceed federally insured limits. These accounts have been placed with high credit quality financial institutions. On June 30, 2021, the Organization had cash in excess of the FDIC insured limit in the amount of $497,533. Receivables: Receivables are stated at the amount management expects to collect from balances outstanding at year end. The receivables are primarily contracts and/or grants from funding sources for services performed under cost reimbursement contracts. It is the practice of the Organization to record an allowance for doubtful accounts. Bad debts are charged to the allowance account as incurred. Based on management’s assessment of receivables it has concluded that an allowance is not necessary on June 30, 2021. Balances that are still outstanding after management has used reasonable collection efforts are written off to bad debt expense. Revenue and Revenue Recognition: Revenue is recognized when earned. Program service fees and payments received in advance are deferred to the applicable period in which the related services are performed, or expenditures are incurred, respectively. Contract Revenue: Revenue under some third-party payor agreements is subject to audit and retroactive adjustments. Provisions for estimated third-party payor settlements are provided in the period the related services are rendered, if determinable. 8 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued): Contributions: Contributions are recorded as income at the estimated value at date of receipt as net assets without donor restrictions or net assets with donor restrictions, depending on the existence and/or nature of any donor-imposed restrictions. No donations with donor-imposed restrictions have been received. Conditional Promises to Give: Conditional promises to give, that is, those with a measurable performance or other barrier, and a right of return, are not recognized until the conditions on which they depend have been substantially met. Conditional gifts received prior to the satisfaction of conditions are recorded as refundable advances. Donated Services and In-Kind Contributions: Volunteers contribute significant amounts of time to our program services, administration, and fundraising and development activities; however, the financial statements do not reflect the value of these contributed services because they do not meet recognition criteria prescribed by generally accepted accounting principles. Donated goods are recorded at fair value at the date of donation. Donated services are recorded at the respective fair values of the services received. No significant contributions of such goods or services were received during the year ended June 30, 2021. Due to/from related parties: Amounts as due to/from related parties, included in the accompanying statements of financial position, arise principally from the collaborative activities between the affiliates to further the mission of the Organization. Property and Equipment: The Organization capitalizes property and equipment over $5,000. Lesser amounts are expensed. Purchased property and equipment is capitalized at cost. Donations of property and equipment are recorded as contributions at their estimated fair value. Such donations are reported as unrestricted contributions unless the donor has restricted the donated assets to a specific purpose. The cost of maintenance and repairs is charged to expense as incurred, significant renewals and betterments are capitalized. Property and equipment are depreciated using the straight- line method over the estimated useful lives of the assets. Compensated Absences: The Organization’s policy allows employees to accumulate vacation and sick leave based on the length of service, position, and other factors. Accrual of vacation time is included in the accompanying financial statements. The total amount accrued for vacation on June 30, 2021 was $732,605. Income Taxes: The Organization qualifies as a not-for-profit organization as described in Section 501 (c)(3) of the Internal Revenue Code and is tax exempt from federal and state income taxes, therefore no provisions for income taxes have been made. Management is of the opinion that there is no unrelated business income subject to taxation. Management is also of the opinion that there are no material uncertain tax positions. All tax returns have been appropriately filed by the Organization. 9 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued): Functional Expenses: The financial statements report certain categories of expenses that are attributable to more than one program or supporting function. Therefore, these expenses require allocation on a reasonable basis that is consistently applied. The costs of providing the various programs and supporting services have been summarized on a functional basis in the statement of activities. The statement of functional expenses presents the natural classification detail of expenses by function. Such expenses are charged to grant programs and supporting services on the basis of program costs. General and administrative costs include those expenses that are not directly identifiable with any specific program but provide for the overall support of the Organization. Accordingly, certain costs have been allocated among program services and supporting services benefited. Such allocations are determined by management on an equitable basis. Salaries and benefits are charged directly to the program for which work has been done based on time and effort. Other expenses and overhead costs are based on staff allocation to functional areas. NOTE 3 – CASH AND CASH EQUIVALENTS: The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the amounts shown in the statement of cash flows: Cash and Cash Equivalents $ 6,911 Cash Restricted for Client Funds 272,983 Cash Restricted for Program Funds 1,208,323 Total Cash, Cash Equivalents, and Restricted Cash shown in the Statement of Cash Flows $1,488,217 NOTE 4 – RESTRICTIONS ON ASSETS: Restrictions, if any, on assets as of June 30, 2021, are related to grant awards and/or lending agreements. Such assets must be used in accordance with the purposes established by laws and regulations of the grants or agreements in contrast with unrestricted funds over which the governing board remained full control to use in achieving any of its organizational purposes. Separate cash accounts are maintained as required by grant and/or lending agreements. The Organization also holds cash in trust for participants in various programs. 10 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 5– LIQUIDITY AND AVAILABILITY OF FINANCIAL ASSETS: The following reflects the Organization’s financial assets available within one year of the statement of financial position date. There are no amounts reduced and not available for general use because of donor-imposed restrictions or long-term investments. Cash and cash equivalents $ 6,911 Grant contracts receivable 9,421,691 Total available for general expenditures $9,428,602 As part of the Organization’s liquidity management, it utilizes a zero-balance account (zba) with WestCare Foundation, Inc., a checking account in which a balance of zero is maintained by automatically transferring funds from a master account in an amount only large enough to cover checks presented. This cash pooling system is designed to leave in the current accounts of the subsidiaries the minimum amounts to be able to deal with their debts contracted. The advantage of this system is to centralize the cash to be able to obtain better rates. In addition, the Organization transfers amounts as needed to meet cash flow needs through a related affiliate, WestCare Foundation, Inc. NOTE 6 – PROPERTY AND EQUIPMENT, NET: Property and equipment, net consisted of the following on June 30, 2021: Land $ 391,095 Buildings and Improvements 5,914,618 Leasehold Improvements 1,261,595 Furniture and Fixtures 359,470 Computer Equipment 122,759 Vehicles 649,894 Construction in Progress 18,528 8,717,959 Less: Accumulated Depreciation (4,150,406) Total Property and Equipment, Net $4,567,553 For the year ended June 30, 2021, depreciation expense totaled $330,962. NOTE 7 – EMPLOYEE BENEFIT PLAN: The Organization has a 401(k)-retirement plan covering eligible employees held with Voya Financial with a Safe Harbor Match. The Organization’s match is 3% of each qualified employee’s basic contribution plus an additional $.50 for each $1 contributed for the next 2% earnings. Plan contribution by the Organization for the year ended June 30, 2021 was $194,256. 11 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 8 – COMMITMENTS AND CONTINGENCIES: Operating Leases: As of June 30, 2021, the Organization had entered into various non-cancellable operating lease agreements for real property. The approximate minimum future commitments on an annual basis are as follows: 2021 $510,488, 2022 $350,533, 2023 $320,053, 2024 $280,484, 2025 $114,828 and thereafter $-0-. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize leases on the statement of financial position for most leases with a term longer than 12 months. The effective date for this standard has been delayed to reporting periods beginning after December 15, 2021. Contingencies: Federal Grants – The Organization receives financial assistance from the federal government in the form of grants and entitlements. Receipt of grants is generally conditioned upon compliance with terms and conditions of the grant agreements and applicable federal laws and regulations, including the expenditure of resources for eligible purposes. Accordingly, expenditures financed by these programs are subject to financial and compliance audits by the grantor agencies, which could result in request for reimbursement by the grantor agencies for expenditures, if disallowed by the granting agencies, cannot be determined at this time. Management believes that such disallowances, if any, will not have a material adverse effect on the financial position of the Organization. NOTE 9 – DEFERRED REVENUE: Deferred revenue consists of the following amounts as of June 30, 2021: Donation from Bezos Day one Families for Homeless $2,501,254 Contra Costa – COVID Rate 317,854 Kaiser Madera Street2Home 150,000 BSCC 143,000 St. Agnes Medical Center 116,744 Sierra Health Foundation to Support Telehealth 102,044 Other 268,682 $3,599,578 NOTE 10 – ECONOMIC DEPENDENCY: The Organization receives a significant portion of its support and revenues from contracts and/or agreements with agencies of the Government of the United States. The Organization’s ability to continue operating is predicated on the government’s continued support and funding of its programs. The continuation of program services in the subsequent year is expected based on contract renewals and continuations received to date. A significant reduction in the level of this funding, if this were to occur, could have an adverse effect on the programs and activities. 12 WESTCARE CALIFORNIA, INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 NOTE 11 – RELATED PARTY TRANSACTION: WestCare Foundation, Inc. is a managing and governing oversight organization for WestCare California, Inc. During the year ending June 30, 2021, WestCare Foundation, Inc. received management fees for general and administrative expenses of $4,219,677 from WestCare California, Inc. In addition, WestCare California, Inc. has advanced funds as of June 30, 2021 to WestCare Foundation, Inc. for $2,504,457. NOTE 12 – COVID-19 PANDEMIC: The COVID-19 pandemic, whose effects first became known in January 2020, is having a broad and negative impact on commerce and financial markets around the world. The United States and global markets experienced significant declines in value resulting from uncertainty caused by the pandemic. The Organization is closely monitoring its liquidity and is actively working to minimize the impact of these declines. The extent of the impact of COVID-19 on the Organization’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and its impacts on the Organization’s customers, employees, and vendors, all of which at present, cannot be determined. Accordingly, the extent to which COVID-19 may impact the Organization’s financial position and changes in net assets and cash flows is uncertain and the accompanying financial statements include no adjustments relating to the effects of this pandemic. NOTE 13 – SUBSEQUENT EVENTS: The Organization has evaluated subsequent events through December 15, 2021, the date which the financial statements were available to be issued and has determined that there were no events occurring during that period that required disclosure to the accompanying financial statements. END OF NOTES TO THE FINANCIAL STATEMENTS 13 WESTCARE CALIFORNIA, INC. SUPPLEMENTAL MATERIAL Pass through Federal Federal Transfers to Identifying #CFDA#Expenditures Subrecipients US Department of Housing & Urban Development Community Development Block Grants/Entitlement Grants Pass Through Award(s): City of Fresno - CDBG_Homeless Prevention 2019-096 14.218 18,156 Total Community Development Block Grants/Entitlement Grants 18,156 - Emergency Solutions Grant Program Pass Through Award(s): Fresno County - ESG Rapid-Rehousing A-18-542 14.231 57,753 - Fresno County - ESG MAP (CA)A-18-338 14.231 125,779 - City of Fresno - ESG Project Unite (CA)2019-096 14.231 221,515 Total Emergency Solutions Grant Program 405,047 - Housing Opportunities for Persons with AIDS (HOPWA) Pass Through Award(s): City of Fresno (CA)2019-096 14.241 516,657 90,000 City of Fresno (CA) - Cares Act 2019-096 14.241 87,020 - Housing Opportunities for Persons with AIDS (HOPWA)603,677 90,000 Continuum of Care Program Direct Award(s): Continuum of Care Program (CA)-Project LiftOff 14.267 349,872 224,798 Continuum of Care Program (CA)-Coordinated Entry 14.267 397,554 - Total Continuum of Care Program 747,426 224,798 Department of Veterans Affairs VA Homeless Providers Grant and Perdiem Program Direct Award(s): VA Capital Grant & Per Diem (CA)64.024 632,228 Veterans Grant Program-Case Management 64.024 80,467 - Total VA Homeless Providers Grant and Perdiem Program 712,695 - VA Supportive Services for Veteran Families Program Direct Award(s): VA Supportive Services for Veterans Families (CA)64.033 1,492,901 - VA Supportive Services for Veterans Families (CA) - COVID 19 - CARES Act 1.0 64.033 1,017,230 - VA Supportive Services for Veterans Families (CA) - COVID 19 - CARES Act 2.0 64.033 3,745,596 - Total VA Supportive Services for Veteran Families Program 6,255,727 - US Department of Health & Human Services: Substance Abuse and Mental Health Services Projects of Regional and National Significance Direct Award(s): SAMHSA BEAT HIV/AIDS (CA)93.243 538,864 - SAMHSA Opening Doors to Housing and Wellness 93.243 315,730 - Total Substance Abuse and Mental Health Services Projects of Regional and National Significance 854,594 - Grants to Provide Outpatient Early Intervention Services with Respect to HIV Disease Direct Award(s): Ryan White Title III HIV Capacity Development and Planning Grant 93.918 17,535 - Total Grants to Provide Outpatient Early Intervention Services with Respect to HIV Disease 17,535 - Block Grants for the Prevention and Treatment of Substance Abuse Pass Through Award(s): US Probation & PreTrial (CA)0972-2016-19 93.959 152,695 - Total Block Grants for the prevention and Treatment of Substance Abuse 152,695 - Department of Homeland Security Emergency Food and Shelter National Board Program Pass Through Award(s): United Way (CA)97.024 12,427 - Total Emergency Food and Shelter National Board Program 12,427 - Total Expenditures of Federal Awards 9,779,979$ 314,798$ WESTCARE CALIFORNIA, INC. SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED JUNE 30, 2021 See accompanying notes to financial statements 14 WESTCARE CALIFORNIA, INC. NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED JUNE 30, 2021 NOTE A - BASIS OF PRESENTATION: The accompanying schedule of expenditures of federal awards include the federal award activity of WestCare California, Inc. under programs of the federal government for the year ended June 30, 2021. The information in the schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Because the Schedule presents only a selected portion of the operations of WestCare California, Inc., it is not intended to and does not present the financial position, changes in net assets, or cash flows of WestCare California, Inc. NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. NOTE C – INDIRECT COST RATE: WestCare California, Inc. has elected not to use the 10-percent de minimis indirect cost rate allowed under the Uniform Guidance. WestCare California, Inc. has a provisional indirect rate agreement for 26% for the year ended June 30, 2021. 15 WESTCARE CALIFORNIA, INC. SCHEDULE OF FINDINGS AND QUESTIONED COSTS FEDERAL PROGRAMS FOR THE YEAR ENDED JUNE 30, 2021 Section I – Summary of Auditor’s Results Financial Statements Type of auditor’s report issued on whether the financial statements audited were prepared in accordance with GAAP: Unmodified Internal control over financial reporting: • Material weakness(es) idenitifed? No • Significant deficiency(ies) identified? None reported Noncompliance material to financial statements noted? No Federal Awards Internal control over major programs: • Material weakness(es) identified? No • Significant deficiency(ies) identified? None reported Types of auditor’s report issued on compliance for major programs: Unmodified Any audit findings disclosed that are required to be reported in accordance with CFR 200.516(a)? No Identification of major programs: Federal Program or Cluster Federal CFDA No. Emergency Solutions Grant 14.231 Continuum of Care 14.267 Substance Abuse and Mental Health Services 93.243 Dollar threshold used to distinguish between type A & type B Programs: Federal Programs: $750,000 Auditee qualified as low-risk auditee pursuant to Uniform Guidance: Yes Section II – Financial Statement Findings None reported Section III – Federal Award Findings and Questioned Costs None reported Section IV – Other Issues/Prior Year Audit Findings No management letter is required because there were no findings required to be reported in the management letter. No Summary Schedule of Prior Audit Findings is required because there were no prior audit findings. No Corrective Action Plan is required because there were no findings required to be reported. 16 Compliance and Other Matters As part of obtaining reasonable assurance about whether WestCare California, Inc.’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the organization’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the organization’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Fresno, California December 15, 2021 18 Opinion on Each Major Federal Program In our opinion, WestCare California, Inc. complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2021. Report on Internal Control over Compliance Management of WestCare California, Inc. is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered WestCare California, Inc.’s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of WestCare California, Inc.’s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with the type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be significant deficiencies or material weaknesses. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Fresno, California December 15, 2021 20 UNIVERSITY OF CALIFORNIA, DAVIS January 3, 2023 WestCare California, Inc. 1900 N. Gateway Blvd., Ste. 100 Fresno, CA 93727-1625 Re: Letter of Support for WestCare California, Inc. Dear Grant Review Committee: The University of California Davis Health System, Central Valley and Northern Interior AIDS Education and Training Center, a local partner of the regional Pacfic AIDS Education and Training Center located at the University of California San Francisco is pleased to support WestCare California’s grant application in response the City of Fresno’s Housing Opportunities for People with AIDS (HOPWA) Notice of Funding Availability. WestCare is an important partner, and its work to prevent the spread of HIV in Fresno County continues to be greatly needed and highly valued. The AIDS Education and Training Center has worked with WestCare since 2009, and we have found its staff to be highly knowledgeable in HIV prevention, testing, and outreach. They provide program participants with the tools, resources, and referrals necessary to achieve their goals and thrive in their lives. WestCare is a recognized leader in providing effective services in a culturally competent, trauma-informed, and gender-responsive environment. They have devoted significant resources to understanding and successfully addressing the needs of Fresno’s most vulnerable residents. We look forward to continuing our critical work with WestCare California and improving the quality of life for our entire community. We highly recommend your favorable consideration of their grant proposal. Respectfully, TangJudy Vang, PhD, MSW University of California Davis Health System Central Valley AIDS Education and Training Center Director tjvang@ucdavis.edu 916-734-3365 BERKELEY • DAVIS • IRVINE • LOS ANGELES • MERCED • RIVERSIDE • SAN DIEGO • SAN FRANCISCO SANTA BARBARA • SANTA CRUZ DEPARTMENT OF INTERNAL MEDICINE DIVISION OF INFECTIOUS DISEASES 4150 V STREET, SUITE G500 SACRAMENTO, CA 95817 TEL: (916) 734-3815 FAX: (916) 734-7766 2/2/23, 4:12 PM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/1/2 Westcare California Inc. EIN: 23-7368450 | Henderson, Nevada, United States Other Names WESTCARE CALIFORNIA INC Publication 78 Data Organizations eligible to receive tax-deductible charitable contributions. Users may rely on this list in determining deductibility of their contributions. On Publication 78 Data List: Yes Deductibility Code: PC Copies of Returns (990, 990-EZ, 990-PF, 990- T) Electronic copies (images) of Forms 990, 990-EZ, 990-PF or 990-T returns filed with the IRS by charities and non-profits. Tax Year 2021 Form 990 Tax Year 2020 Form 990 Tax Year 2019 Form 990 Tax Year 2018 Form 990 Tax Year 2016 Form 990 2/2/23, 4:12 PM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/2/2 Owner-Occupied Home Repair Habitat for Humanity PY 2023-2024 CONSOLIDATED NOFA PART A – COVER PAGE: NON-PROFIT ORGANIZATION1 Part A, Section 1: General Information Legal Name of the Organization: Fictitious Name (if applicable): Habitat for Humanity Fresno, Inc. Habitat for Humanity Greater Fresno Area DUNS Number of Organization: Federal Tax ID Number: 602083818 77-0076649 Date of Incorporation: Date of 501(c)(3) Determination: July 24, 1985 Original signed July 15, 1985 Mailing Address of Organization: Organization Website Address: 4991 E McKinley Ave, suite 123 www.habitatfresno.org Name of President (or Chair of the Board): E-mail Address: Steve Jones sjones@murphybank.com Name of Chief Executive or Executive Director: E-mail Address: Ashley Hedemann ashley@habitatfresno.org Name of the Secretary: E-mail Address: Feleena Sutton fasutton@aeraenergy.com Name of Treasurer (or Chief Financial Officer): E-mail Address: Randel Mathias jctrlm@gmail.com Principal Contact Person: Principal Contact’s Title: Principal Contact’s Physical Address (Street Address, Suite, City, State, ZIP): Marina Harutyunyan Director of Compliance and Community Programs 4991 E McKinley Ave, Fresno CA 93727 Primary Phone #: Alternative Phone #: E-mail Address: 559-237-4102 x 102 marina@habitatfresno.org Name of Authorized Signatory: Title of Authorized Signatory: Ashley Hedemann CEO Signature of Authorized Official: Date of Signature: 1 This document is for non-profit organizations. Units of local government, please complete Part A: Unit of Government Information 1/27/2023 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 3 of 6 Part A, Section 2: Mission Statement Please provide the organization’s mission statement within the below space: Seeking to put God' s love in action, Habitat for Humanity brings people together to build homes, communities and hope. Part A, Section 3: Organizational Capacity and Management Please provide key personnel information for HUD-funded projects: Staff Name Title Years of Experience 1)Ashley Hedemann CEO 15 2)Stacey Simpson Controller 15 3)Rick O'Daniel Construction Director 33 4)Marina Harutyunyan Compliance Director 15 5)Justin Burd Repair Manager 7 Board of Directors How often does your Board of Directors regularly meet? monthly List current Board of Directors below: 1)Steve Jones 6)Jim Tienken 2)Charles Fuller 7)Henry Pauls 3)Feleena Sutton 8)Robin Stith 4)Randel Mathias 9)Dale Spencer 5)Lisa Casarez 10)Tom Flanigan PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 4 of 6 Financial Management 1) Has an audit been performed on the proposing organization’s accounting procedures within the last two years? Yes No If yes, name of auditor: Price Paige & Company (Annual Audit of Financial Statements) 2) Is the agency audited every year? Yes No 3) Were any management letters issued as a result of the last audit? If yes, explain. No opinion issued. See Audited Financial Statements submitted. 4) Provide the name of staff responsible for your agency’s accounting system Name: Stacey Simpson Title: Controller Phone/Email: stacey@habitatfresno.org Authorized Signatories If your organization is selected for funding, signatures from persons bearing titles from each of the two lines below will be required by your organization. 1. Board Chair, President, or Vice President 2. Treasurer, Secretary, or Assistant Secretary If you will be unable to provide the two requested signatures or intend to otherwise deviate from the standard signature authority, please indicate the names and titles of the authorized signatories below and provide the names and titles of the person(s) authorized to execute agreements on behalf of your organization in your board- certified resolution. Authorized Signatory Name Authorized Signatory Title 1) Steve Jones Board President 2) Ashley Hedemann CEO Board Resolution providing for the signature authority of persons to sign agreements on behalf of the entity is attached (required before a subrecipient agreement will be executed). To view the City’s policy regarding signature authority, including a sample signature page and sample certification, view Administrative Order 4-1 at: https://www.fresno.gov/personnel/human-resources-support/#tab-2 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 5 of 6 Part A, Section 4: Summary of Attached Applications: Provide number and total dollar amount of applications by Application Type  Homeless and Homelessness Prevention Programs Number of Applications Total Dollar Amount Requested $  Owner-Occupied Home Repair Number of Applications Total Dollar Amount Requested 1 $ 373,090.00  Public and Community Services Number of Applications Total Dollar Amount Requested $  Fair Housing Number of Applications Total Dollar Amount Requested $ = GRAND TOTAL Number of Applications Total Dollar Amount Requested 0 $ 0.00 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 6 of 6 Required Attachments to Part A Select all attachments included. Part A, Exhibit 1 – Organization’s U.S. Internal Revenue Service 501(c)(3) Determination of Exemption Letter (Required) Part A, Exhibit 2 – Organization’s Articles of Incorporation (Required) Part A, Exhibit 3 – Bylaws of the Organization (Required) Part A, Exhibit 4 – Statement and Designation by Foreign Corporation (when location of incorporation was outside of California) (Required of Out-of-State Corporations only) Part A, Exhibit 5 – List of Directors and Officers by Corporate Title and Name (Required) Part A, Exhibit 6 – Most Recent Audited Financial Statement (an IRS 990, Return of Organization Exempt from Income Tax, may be submitted in lieu of an audit whenever the organization lacks an audit due it not exceeding California and Federal audit thresholds). Part A, Exhibit 7 – Indirect Cost Rate Agreement with Federal Cognizant Agency (Required if applicant seeks to charge an indirect cost rate greater than 10 percent of modified total direct costs) Part A, Exhibit 8 – Resolution of the Board of the Directors Authorizing the Application and Naming the Persons Authorized to Sign the Application (Required; the Resolution must be submitted to the City by 4:00 PM, Friday, March 18, 2022) 1281317 ENDORSED FILED «*>• offa» of Secretary of State of the State of Cofifwnio JUL2 41335 eU. fcaetorj of State ARTICLES OF INCORPORATION OF HABITAT FOR HUMANITY FRESNO, INC. One: The name of the corporation is HABITAT FOR HUMANITY FRESNO, INC. Two: This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. This corporation is organized exclusively for religious and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law, or (b) by a corpora- tion, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. This corporation recognizes and affirms its purpose as witness to the Christian gospel shown through the life of Jesus Christ. This will be evi- denced through working together, as representatives of God's love and the love of humankind, to share with our neighbors in this community who are in need of decent housing. Three: The name and address in California of the corpora- tion's initial agent for service of process is: DOLPH RUSCHHAUPT 3242 East Garrett Fresno, California 93706 Four: (a) No substantial part of the activities of this corporation shall consist of carrying on propaganda, or other- wise attempting to influence legislation, and this corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office. (b) All corporate property is irrevocably dedicated to the purposes set forth in Article Two, above. No part of the net earnings of this corporation shall inure to the benefit of any of its directors, trustees, officers, private share- holders or members, or to individuals. (c) On the winding up and dissolution of this corporation, after paying or adequately providing for the debts, obligations, and liabilities of the corporation, the remaining assets of this corporation shall be distributed to We hereby declare that we are the persons who executed the foregoing Articles of Incorporation, which execution is our act and deed. . HOLMES NETH JXFRANSEN such organization (or organizations) organized and operated exclusively for religious and charitable purposes which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding pro- vision of any future United States internal revenue law). DATED: July 22, 1985. MARtA CONSUELO MARTINB2 / DOLPH W. RUSCHHAUPT KENNETH J./FRANSEN BOARD OF DIRECTORS Revised: 06-30/2022 SharePoint/Board/Board Members/Board Member List 06 -30-2022 Steve Jones, President 4670 N. Wilson Ave. Fresno, CA 93704 Cell: 559.892.8065 sjones@murphybank.com Charles Fuller, Vice President 6652 E Raco Ave Fresno, CA 93727 Cell: 559.348.7330 charles_fuller@cargill.com Feleena Sutton, Secretary 6379 W. Northdale Ave. Fresno, CA 93723 Cell: 559.288.5078 fasutton@aeraenergy.com Randel Mathias, Treasurer P.O. Box 26352 Fresno, CA 93729 Cell: 559.441.3055 jctrlm@gmail.com Lisa Casarez-Austin, Member at Large Home: 4549 Silverado Road Madera, CA 93636 Work: Angels of Grace Foster Family A gency 6179 N. Palm Fresno, CA 93704 Cell: 559.709.7247 angelsofgrace0000@yahoo.com Tom Flanigan, Member at Large 6263 N Marks Fresno, CA 93711 Cell: 559.824.7950 trflanigan@yahoo.com David Munoz, Member at Large 1421 Fourth St. Clovis, CA 936113 Cell: 559.389.6731 munoz993@gmail.com Henry Pauls, Member at Large 2658 E. Alluvial Ave., Apt. 104 Fresno, CA 93720 Cell: 559.417.4287 scndfiddle@gmail.com Dale Spencer, Member at Large 3890 W. Wilda St. Riverdale, CA 93656 Cell: 559.352.5975 dsconsulting@att.net Robin Stith, Member at Large 7719 N Barcus A ve Fresno, CA 93722 Home: 559-307-7318 robinluannstith@gmail.com Jim Tienken, Member at Large 714 E. Escalon Ave. Fresno, CA 93710 Cell: 559.269.7483 Jtienken714@me.com AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2022 AND 2021 HABITAT FOR HUMANITY GREATER FRESNO AREA AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2022 AND 2021 TABLE OF CONTENTS Page INDEPENDENT AUDITOR’S REPORT .......................................................................................................1 FINANCIAL STATEMENTS Statements of Financial Position..........................................................................................................3 Statements of Activities ........................................................................................................................4 Statements of Functional Expenses ....................................................................................................6 Statements of Cash Flows ...................................................................................................................8 Notes to the Financial Statements .......................................................................................................9 COMPLIANCE REPORT Independent Auditor’s Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards ....................................................27 SCHEDULE OF FINDINGS AND QUESTIONED COSTS .......................................................................29 SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS ..........................................................................30 1 INDEPENDENT AUDITOR’S REPORT To the Board of Directors of Habitat for Humanity Greater Fresno Area Fresno, California Report on the Audit of the Financial Statements Opinion We have audited the accompanying financial statements of Habitat for Humanity Greater Fresno Area (Habitat), a nonprofit organization, which comprise the statements of financial position as of June 30, 2022 and 2021, and the related statements of activities, functional expenses, and cash flows for the years then ended, and the related notes to the financial statements. In our opinion, the financial statements present fairly, in all material respects, the financial position of Habitat for Humanity Greater Fresno Area as of June 30, 2022 and 2021, and the changes in its net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Habitat and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Habitat’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore 2 is not a guarantee that an audit conducted in accordance with generally accepted auditing standards and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with generally accepted auditing standards and Government Auditing Standards, we:  Exercise professional judgment and maintain professional skepticism throughout the audits.  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Habitat’s internal control. Accordingly, no such opinion is expressed.  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.  Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Habitat’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits, significant audit findings, and certain internal control-related matters that we identified during the audits. Organization’s Ability to Continue as a Going Concern As discussed in Note 15 to the financial statements, Habitat has recurring losses from operations. Management’s evaluation of the events and conditions and management’s plans to mitigate these matters are also described in Note 15. Our opinion is not modified with respect to this matter. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated January 19, 2023, on our consideration of Habitat’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of Habitat’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Habitat’s internal control over financial reporting and compliance. Clovis, California January 19, 2023 See Independent Auditor’s Report and Notes to the Financial Statements. 3 HABITAT FOR HUMANITY GREATER FRESNO AREA STATEMENTS OF FINANCIAL POSITION JUNE 30, 2022 AND 2021 2022 2021 ASSETS Cash and cash equivalents 29,001$ 106,388$ Receivables: Grants receivable 775,031 539,735 Employee Retention Credit Receivable 451,811 - Other receivables 204,574 50,216 Mortgage notes receivable, net 838,097 1,298,825 Mortgage servicing receivable 1,623,573 1,333,936 3,893,086 3,222,712 Prepaid and other assets 16,680 14,772 Inventories: ReStore merchandise 17,167 22,160 Construction in progress 493,574 1,617,520 Property and land held for development 1,059,234 963,049 1,569,975 2,602,729 Property and Equipment Computer hardware and software 65,695 56,306 Office furniture and equipment 126,394 151,394 Construction tools and equipment 25,078 25,078 Vehicles 61,901 55,901 Total property and equipment 279,068 288,679 Less accumulated depreciation (216,528) (202,506) 62,540 86,173 Escrow impound accounts 57,644 49,393 Total assets 5,628,926$ 6,082,167$ LIABILITIES Accounts payable 231,074$ 479,864$ Accrued payroll and other expenses 75,419 84,466 Impound account liabilities 57,596 49,393 Deferred revenue 786,675 76,297 Lines of credit - 847,066 Notes payable 1,810,104 1,719,040 Mortgage servicing liability 1,623,573 1,333,936 Total liabilities 4,584,441 4,590,062 NET ASSETS Without donor restrictions 874,485 1,302,105 With donor restrictions 170,000 190,000 Total net assets 1,044,485 1,492,105 Total liabilities and net assets 5,628,926$ 6,082,167$ See Independent Auditor’s Report and Notes to the Financial Statements. 4 HABITAT FOR HUMANITY GREATER FRESNO AREA STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2022 Without Donor With Donor Restrictions Restrictions Total Revenues, support and gains: Contributions Cash and other financial assets 212,437$ 260,269$ 472,706$ Nonfinancial assets 31,494 - 31,494 Grants New home construction 644,584 - 644,584 Home repair 343,187 - 343,187 Home sales 1,684,854 - 1,684,854 Special event revenue 141,851 - 141,851 ReStore revenue 838,921 - 838,921 Imputed interest income 73,961 - 73,961 Fee for service Home repair 30,665 - 30,665 Employee Retention Credit 451,811 - 451,811 Other income 20,919 - 20,919 Total revenues, support and gains before net assets released from restrictions 4,474,684 260,269 4,734,953 Net assets released from restrictions 280,269 (280,269) - Total revenues, support, and gains after reclassification of net assets released from restrictions 4,754,953 (20,000) 4,734,953 Costs and expenses: Program services: New home construction 2,885,837 - 2,885,837 Home repair 797,678 - 797,678 Total program services 3,683,515 - 3,683,515 Supporting services: Management and general 373,695 - 373,695 Fundraising 321,704 - 321,704 Special event costs 39,869 - 39,869 Total supporting services 735,268 - 735,268 ReStore expenses 763,790 - 763,790 Total costs and expenses 5,182,573 - 5,182,573 Changes in net assets (427,620) (20,000) (447,620) Net assets, beginning of year 1,302,105 190,000 1,492,105 Net assets, end of year 874,485$ 170,000$ 1,044,485$ See Independent Auditor’s Report and Notes to the Financial Statements. 5 HABITAT FOR HUMANITY GREATER FRESNO AREA STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2021 Without Donor With Donor Restrictions Restrictions Total Revenues, support and gains: Contributions Cash and other financial assets 516,984$ 260,512$ 777,496$ Nonfinancial assets 226,944 - 226,944 Grants New home construction 114,800 - 114,800 Home repair 384,514 - 384,514 Home sales 1,764,500 - 1,764,500 Special event revenue 88,374 - 88,374 ReStore revenue 949,211 - 949,211 Imputed interest income 77,013 - 77,013 Fee for service New home construction 7,762 - 7,762 Home repair 33,400 - 33,400 Forgiveness of Paycheck Protection Program 626,058 - 626,058 Other income 31,074 - 31,074 Total revenues, support and gains before net assets released from restrictions 4,820,634 260,512 5,081,146 Net assets released from restrictions 564,503 (564,503) - Total revenues, support, and gains after reclassification 5,385,137 (303,991) 5,081,146 of net assets released from restrictions Costs and expenses: Program services: New home construction 2,801,683 - 2,801,683 Home repair 802,599 - 802,599 Total program services 3,604,282 - 3,604,282 Supporting services: Management and general 623,916 - 623,916 Fundraising 319,413 - 319,413 Special event costs 20,409 - 20,409 Total supporting services 963,738 - 963,738 ReStore expenses 1,056,066 - 1,056,066 Total costs and expenses 5,624,086 - 5,624,086 Changes in net assets (238,949) (303,991) (542,940) Net assets, beginning of year, restated 1,541,054 493,991 2,035,045 Net assets, end of year 1,302,105$ 190,000$ 1,492,105$ See Independent Auditor’s Report and Notes to the Financial Statements. 6 HABITAT FOR HUMANITY GREATER FRESNO AREA STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED JUNE 30, 2022 SpecialNew Home Home ManagementEvent ReStoreConstructionRepairand GeneralFundraisingCostsExpensesTotalAuto expense30,149$ 20,747$ 1,010$ 385$ -$ 26,118$ 78,409$ Construction warranty costs460 - - - - - 460 Conferences, training and education453 1,200 3,677 175 - 1,808 7,313 Cost of home construction2,200,610 - - - - - 2,200,610 Cost of ReStore sales- - - - - 68,417 68,417 Depreciation3,294 5,098 3,572 1,569 - 12,156 25,689 Dues and subscriptions2,083 11,232 2,259 992 - 1,844 18,410 Employee benefits49,161 33,175 36,809 11,191 - 40,960 171,296 Home repair- 207,760 - - - - 207,760 Interest and merchant fees17,434 26,981 18,905 8,302 - 19,975 91,597 Insurance - liability and workers compensation 56,110 38,989 20,337 983 - 12,762 129,181 Licensing and fees1,295 252 177 78 - 1,339 3,141 Maintenance - office and ReStore2,657 4,111 2,881 1,265 - 8,156 19,070 Marketing, mailers and publications- - - 44,665 - 5,147 49,812 Other7,787 - - - - 949 8,736 Outside services25,817 12,025 8,426 3,700 - 31,910 81,878 Payroll taxes31,411 28,267 16,936 11,770 - 19,668 108,052 Postage and shipping54 84 59 - - 47 244 Professional fees5,723 8,857 6,206 2,725 - 4,627 28,138 Professional fundraising- - - 76,906 - - 76,906 Property maintenance6,812 - - - - - 6,812 Rent and utilities10,249 15,862 11,114 4,881 - 156,281 198,387 Salaries and wages396,551 346,400 210,375 143,588 - 298,812 1,395,726 Small tools and equipment4,612 469 328 144 - 24,023 29,576 Supplies4,165 9,639 2,608 4,669 39,869 10,260 71,210 Telephone7,405 10,964 3,016 3,716 - 14,380 39,481 Tithe expense and HFHI SOSI fee1,000 - 25,000 - - - 26,000 Volunteer expense16,817 - - - - 4,151 20,968 Warehouse expense3,728 15,566 - - - - 19,294 Total costs and expenses2,885,837$ 797,678$ 373,695$ 321,704$ 39,869$ 763,790$ 5,182,573$ Program ServicesCOSTS AND EXPENSESSupporting Services See Independent Auditor’s Report and Notes to the Financial Statements. 7 HABITAT FOR HUMANITY GREATER FRESNO AREA STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED JUNE 30, 2021 SpecialNew Home Home ManagementEvent ReStoreConstructionRepairand GeneralFundraisingCostsExpensesTotalAuto expense24,813$ 16,735$ 837$ 1,813$ -$ 40,819$ 85,017$ Conferences, training and education1,656 474 10,403 412 - 596 13,541 Cost of home construction2,075,081 - - - - - 2,075,081 Cost of ReStore sales- - - - - 133,022 133,022 Depreciation1,741 2,694 8,437 829 - 13,033 26,734 Dues and subscriptions1,388 2,148 6,728 661 - 2,379 13,304 Employee benefits56,339 54,678 34,346 12,842 - 40,695 198,900 Home repair- 243,802 - - - - 243,802 Interest and merchant fees- - 106,788 - - 20,781 127,569 Insurance - liability and workers compensation48,272 32,893 24,891 985 - 21,044 128,085 Licensing and fees82 127 397 39 - 1,098 1,743 Maintenance - office and ReStore2,139 3,310 10,366 1,019 - 2,227 19,061 Marketing, mailers and publications- - - 51,969 - 15,308 67,277 Other24,783 653 2,125 201 - 627 28,389 Outside services29,059 6,245 19,557 1,922 - 35,764 92,547 Payroll taxes37,067 29,808 23,574 11,798 - 18,215 120,462 Postage and shipping90 139 436 - - 220 885 Professional fees5,996 9,280 29,061 2,855 - 10,594 57,786 Professional fundraising- - - 77,383 - - 77,383 Property maintenance9,135 - - - - - 9,135 Rent and utilities4,982 7,710 24,143 2,372 - 248,384 287,591 Salaries and wages433,862 358,013 282,377 143,252 - 387,230 1,604,734 Small tools and equipment10,650 130 409 40 - 33,750 44,979 Supplies4,169 4,027 6,317 5,570 20,409 13,798 54,290 Telephone7,010 10,836 7,724 3,451 - 14,285 43,306 Tithe expense and HFHI SOSI fee6,000 - 25,000 - - - 31,000 Volunteer expense13,536 - - - - 2,197 15,733 Warehouse expense3,833 18,897 - - - - 22,730 Total costs and expenses2,801,683$ 802,599$ 623,916$ 319,413$ 20,409$ 1,056,066$ 5,624,086$ Program ServicesCOSTS AND EXPENSESSupporting Services See Independent Auditor’s Report and Notes to the Financial Statements. 8 HABITAT FOR HUMANITY GREATER FRESNO AREA STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2022 AND 2021 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Changes in net assets (447,620)$ (542,940)$ Adjustments to reconcile increase (decrease) in net assets to net cash provided by (used in) operating activities: Imputed interest income (73,961) (77,013) Notes payable assumed by homeowners - (1,025,263) Forgiveness of debt on PPP loan - (636,058) Donated goods - (186,829) Depreciation 25,689 26,734 (Gain)/loss on disposal of assets (2,239) 1,450 (Gain)/loss on sale of mortgages 2,936 (22,549) (Increase) decrease in operating assets: Grants receivable (235,296) (392,895) Employee Retention Credit receivable (451,811) - Other receivables (154,358) 72,002 Prepaid, deposits and escrow impound accounts (10,158) 280 Inventories 1,032,754 272,376 Increase (decrease) in operating liabilities: Accounts payable (248,791) 297,338 Accrued payroll and other expenses (9,047) 17,101 Deferred revenue 710,378 (68,994) Impound account liabilities 8,203 2,026 Net cash provided by (used in) operating activities 146,679 (2,263,234) CASH FLOWS FROM INVESTING ACTIVITIES Principal collections on mortgage notes receivable 113,200 131,833 Proceeds from sale of mortgages 418,553 311,245 Purchases of property and equipment (15,388) (17,240) Proceeds from sale of property and equipment 15,571 - Net cash provided by (used in) investing activities 531,936 425,838 CASH FLOWS FROM FINANCING ACTIVITIES Principal receipts on mortgage servicing receivable 364,552 83,861 Payments on mortgage servicing liability (364,552) (83,861) Principal payments on line of credit (1,031,979) (300,000) Advances on line of credit 184,913 552,450 Principal payments on notes payable (258,936) (2,187) Proceeds from notes payable 350,000 1,565,185 Net cash provided by (used in) financing activities (756,002) 1,815,448 Net increase (decrease) in cash (77,387) (21,948) Cash and cash equivalents, beginning of year 106,388 128,336 Cash and cash equivalents, end of year 29,001$ 106,388$ HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 9 NOTE 1 – NATURE OF ORGANIZATION Habitat for Humanity Greater Fresno Area (Habitat) was formed in 1985 as a California not-for-profit corporation by people of diverse Christian religious backgrounds and was recognized as the 100th U.S.A. affiliate of Habitat for Humanity International, Inc. The Fresno affiliate reflects the vision of the international network; however, it is responsible for its own operations and funding. Habitat’s mission is to put God’s love into action in Fresno County by bringing people together to build homes, communities, and hope. The affiliate also adheres to five Mission Principles: demonstrate the love of Jesus Christ, focus on shelter, advocate for affordable housing, promote dignity and hope, and support sustainable and transformational development. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Adoption of New Accounting Pronouncements In September 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-07, Presentation and Disclosures by Not-for-Profit Entities for Contributed Nonfinancial Assets. The standard requires nonprofits to expand their financial statement presentation and disclosure of contributed nonfinancial assets, including in-kind contributions. The standard includes disclosure of information on an entity’s policies on contributed nonfinancial assets about monetization and utilization during the reporting period, information on donor-imposed restrictions, and valuation techniques. The new standards, as amended, is to be applied retrospectively to annual reporting periods beginning after June 15, 2021. Habitat adopted ASU 2020-07 with a date of initial application of July 1, 2021. In May 2014, the FASB issued guidance (Accounting Standards Codification [ASC] 606, Revenue from Contracts with Customers) which provides a five-step analysis of contracts to determine when and how revenue is recognized and replaces most existing revenue recognition guidance in U.S. generally accepted accounting principles. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. ASC 606 is effective for annual reporting periods beginning after December 5, 2019, and interim periods within fiscal years beginning after December 15, 2020. Habitat adopted ASC 606 with a date of the initial application of July 1, 2020. Habitat applied ASC 606 using the cumulative effect method, which resulted in recognizing the cumulative effect of initially applying the new guidance as an adjustment to the opening balance of net assets at July 1, 2020. The details of the significant changes and quantitative impact of the changes are discussed below. As part of the adoption of ASC 606, Habitat elected to use the following transition practical expedients: (1) all contract modifications that occurred prior to the date of initial application when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price have been reflected in the aggregate; and (2) ASC 606 is applied only to contracts that are not completed at the initial date of application. Because contract modifications are minimal, there is not a significant impact as a result of electing these practical expedients. There were no significant changes that resulted from the adoption of ASC 606. The adoption of the new accounting policy did not have a significant impact on net income, and therefore, there was no adjustment to the opening balance of net assets. Habitat does not expect the adoption of the new revenue standard to have a material impact on its net income on an ongoing basis. HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 10 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Basis of Presentation The financial statements of Habitat have been prepared on the accrual basis in accordance with U.S. generally accepted accounting principles (U.S. GAAP), which require Habitat to report information regarding its financial position and activities according to the following net asset classifications: Net assets without donor restrictions – Net assets that are not subject to donor-imposed restrictions and may be expended for any purpose in performing the primary objectives of Habitat. These net assets may be used at the discretion of Habitat’s management and Board of Directors. Net assets with donor restrictions – Net assets subject to stipulations imposed by donors and grantors. Some donor restrictions are temporary in nature; those restrictions will be met by actions of Habitat or the passage of time. Other donor restrictions are perpetual in nature, whereby the donor has stipulated the funds be maintained in perpetuity. Net assets with donor restrictions, which are both received and released within the same year, are recorded as an increase in net assets with donor restrictions and released from restriction. Cash and Cash Equivalents Habitat considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Concentration of Credit Risks Habitat maintains cash balances at several financial institutions located in California. Deposit accounts are insured by the Federal Deposit Insurance Corporation (FDIC), up to $250,000 per institution. Habitat had no uninsured cash balances at June 30, 2022 and 2021. Mortgage Notes Receivable Mortgage notes receivable represent the amounts financed by Habitat for the homeowners upon purchase of the Habitat built homes. Habitat’s mortgages are non-interest bearing and are typically due in monthly installments over 20 to 40 years. The mortgages have been discounted using an effective interest rate of five percent for fiscal years ended June 30, 2008 through June 30, 2022. In prior years, the mortgages were discounted at seven percent. The discount is recognized as interest income under the effective interest method over the life of the loans. The mortgages are secured by deeds of trust on the underlying real estate located in the Fresno and Clovis areas. Mortgages are considered past due and a $10 late fee is assessed if the payment is not made 15 days after the due date. Management performs periodic reviews of the mortgage loans status. The mortgages are considered adequately secured and collectible as of June 30, 2022 and 2021. HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 11 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Mortgage Commitments On August 22, 2011, Habitat entered into an agreement to sell nineteen mortgages to Premier Valley Bank. Under the agreement, Habitat has committed to service the nineteen mortgages at no cost to the buyer and is obligated to repurchase mortgages that become delinquent. Habitat performs periodic reviews of the collectability of the mortgages and believes that the mortgages are fully collectible as of June 30, 2022 and 2021. On February 28, 2019, Habitat entered into an agreement to sell fourteen mortgages to EBSV Community Development, Inc. Under the agreement, Habitat has committed to service the fourteen mortgages at no cost to the buyer and is obligated to repurchase mortgages that become delinquent. Habitat performs periodic reviews of the collectability of the mortgages and believes that the mortgages are fully collectible as of June 30, 2022 and 2021. On July 9, 2021, Habitat entered into an agreement to sell nine mortgages to EBSV Community Development, Inc. Under the agreement, Habitat has committed to service the nine mortgages at no cost to the buyer and is obligated to repurchase mortgages that become delinquent. Habitat also pledged and assigned an additional two loans as security for the performance of the nine loans purchased in the agreement. Habitat performs periodic reviews of the collectability of the mortgages and believes that the mortgages are fully collectible as of June 30, 2022. Prepaids and Deposits Prepaids and deposits consist of primarily prepaid rents and security deposits. Inventories Inventories consist of the following and are valued at the lower of cost or market: ReStore inventories – represent purchased products held for sale on a regular basis. Completed homes – represent the construction cost of completed homes that are ready for sale. Management evaluates the costs of construction versus the estimated sales prices of the completed homes each year-end and adjusts the carrying amount for completed homes to the lower of cost or market. The adjustment is recognized in program service costs. There was no adjustment to inventory for the years ended June 30, 2022 and 2021 and Habitat did not have any completed homes inventories for either year. Construction in progress – represents building materials, labor, land development costs, and other costs incurred for house construction on property owned by Habitat. Property and land held for development – represents the property and land purchased or granted to Habitat and is valued at the time of acquisition. It is held for future construction, and the value remains until the homes are sold. HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 12 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Property and Equipment Property and equipment is recorded at cost or at fair value as of the date of donation. Habitat’s policy is to capitalize property and equipment over $500. Repairs and maintenance costs are charged to operations when incurred. Routine repairs and maintenance, including planning major maintenance activities are expensed when incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 5 to 7 years. Residual Value of Life Estate Since October 1997, Habitat retained a life estate interest in a home to an individual. Upon the death of the individual, the title to the house reverts to Habitat. This retained interest was estimated based on the fair market value of the home discounted at 7% interest over the life expectancy of the individual. It represents approximately half the cost of the home. The homebuyer’s mortgage with Habitat was paid in full in September 2010. In July 2020, Habitat exercised the option to buy back the property after the homebuyer conveyed their desire to sell per the agreement, and Habitat acquired the home for a total purchase price of $10,307. The residual value of life estate was removed from the Statement of Financial Position, and the remaining value of the property of $161,829 was presented as a contribution on the Statement of Activities. As of June 30, 2021, the home was sold to low-income family. Project costs incurred totaled $186,829. Impound Account Liabilities Impound amounts are collected monthly from homeowners to pay for their property taxes and insurance on the properties financed by Habitat. These costs are classified as impound account liabilities. Revenue and Revenue Recognition Gifts of cash and other assets are reported as net assets with donor restrictions if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, net assets with donor restrictions are reclassified to net assets without donor restrictions and reported in the statement of activities as net assets released from restrictions. Net assets with donor restrictions, which are both received and released within the same year, are recorded as an increase in net assets with donor restrictions and released from restriction. A portion of Habitat’s revenue is obtained through the sale of goods through the ReStore. Sales are made on a cash and carry basis and recognized at a point in time. Government Grants Habitat receives funding from several federal and state financial assistance programs that supplement its traditional funding sources. The grants may be in the form of revenue or debt. Habitat recognizes the awards as revenue as the expenses stipulated in the grant agreements are incurred. The grant awards in the form of debt are recognized as the eligible costs are incurred and accrued. Home Sales Habitat’s policy is to sell the houses they build at approximately the appraised fair value of the house at the date of the sale. Home sales are reported in the statement of activities at the gross sales price less any subordinate silent mortgages held by Habitat for down payment assistance. Nine and eight homes were sold during the years ended June 30, 2022 and 2021 for a total of $1,684,854 and $1,764,500, respectively. HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 13 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Contributed Nonfinancial Assets Habitat recognizes contributed nonfinancial assets within revenue, including donated materials, assets, land, space, and professional services. A substantial number of volunteers have made significant contributions of their time to Habitat’s programs and supporting services. The value of this contributed time is not reflected in these financial statements since it does not require a specialized skill. Donated materials were used in various programs within Habitat. Habitat estimates the value based on the fair value that would be paid for similar items in the Central Valley. Land and assets are contributed to Habitat. Habitat will determine whether to sell or utilize the contributed land and assets based on the current needs of the organization. Habitat assigns values based on fair market value of the land or asset. Contributed services recognized comprise of professional services varying from media, information technology, and hauling services. Contributed services are valued and reported at the estimated fair value based on current rates for similar services. Program Services Habitat has two primary programs, New Home Construction and Home Repair, which are reported on the statements of activities and functional expenses. Cost of home sales represents the direct costs of construction recognized upon sale of the homes. Other costs of construction represent the unabsorbed indirect and overhead construction costs, which are expensed as incurred. Home Warranties Habitat provides all new home buyers and home repair customers with a one-year workmanship warranty and a ten-year construction defect warranty as required by law. Habitat’s experience in warranty work claims has been very low and therefore management does not believe that an accrual for estimated future warranty expense is necessary. Because of the inherent uncertainties in estimating warranty costs, it is at least reasonably possible that Habitat’s estimate could change in the near term. Warranty costs are expensed as incurred. Warranty expenses were $460 and $0 for the years ended June 30, 2022 and 2021, respectively. Advertising Costs Advertising costs are expensed as incurred. Advertising expenses were $25,391 and $21,467 for the years ended June 30, 2022 and 2021, respectively. Professional Fundraising Costs Professional fundraising costs are expensed as incurred and totaled $76,906 and $77,383 for the years ended June 30, 2022 and 2021, respectively. Estimates in the Financial Statements The preparation of the financial statements, in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 14 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Functional Classification of Expenses The costs of providing Habitat’s various charitable and general services have been summarized on a functional basis in the Statements of Functional Expenses. Accordingly, direct and indirect expenses have been allocated to program services or other activities based on their specific identification or the personnel resources utilized in the function. Supporting services consist principally of general, administrative and management costs and fundraising activities not directly allocable to program services. The expenses that are allocated included the following: Expenses Method of Allocation Depreciation Square footage Dues and subscriptions Square footage Employee benefits Time and effort Licensing and fees Square footage Maintenance Square footage Other Square footage Outside services Square footage Payroll taxes Time and effort Postage and shipping Square footage Professional Fees Square footage Rent and utilities Square footage Salaries Time and effort Small tools and equipment Square footage Supplies Square footage Telephone Square footage Fair Value of Financial Instruments Habitat’s financial instruments consist of cash, receivables, accounts payable, accrued costs, impound account liabilities, and notes payable. These financial statements are stated at cost, which approximates fair value. Tax-Exempt Status Habitat for Humanity Greater Fresno Area was incorporated in July 1985 as a charitable and religious organization under the Non-Profit Public Benefit Corporation Law of the State of California. Habitat is exempt from income taxes and under Section 501(c)(3) of the Internal Revenue Code and is classified as a public charity under Internal Revenue Code Sections 170(b)(1)(A)(vi) and 509(a)(1). Habitat files exempt organization returns in the U.S. federal and California jurisdictions. There are currently no pending U.S. federal or California tax examinations by taxing authorities. There were no interest and penalties recognized for the years ended June 30, 2022 and 2021. Generally accepted accounting principles provide accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. Management has considered its tax positions and believes that all the positions taken in its federal and state exempt organization tax returns are more likely than not to be sustained upon examination. Habitat’s returns are subject to examination by federal and state taxing authorities, generally for three or four years, respectively, after they are filed. Reclassifications Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications had no impact to Habitat’s net assets at June 30, 2021. HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 15 NOTE 3 – AVAILABILITY AND LIQUIDITY The following represents Habitat’s financial assets at June 30: 2022 2021 Financial assets at year end: Cash and cash equivalents 29,001$ 106,388$ Grants and other accounts receivable 979,605 589,951 Employee retention credit receivable 451,811 - Mortgages receivable, current 77,279 120,655 1,537,696 816,994 Less amounts not available to be used in one year: Net assets with donor restriction 170,000 190,000 Financial assets available to meet general expenditures over the next twelve months 1,367,696$ 626,994$ Habitat’s goal is generally to maintain financial assets to meet 180 days of operating expenses. As part of the Habitat’s liquidity management plan, cash is maintained in liquid demand accounts for immediate access should those funds be needed. Funds in excess of daily cash requirements may be used to meet unexpected liquidity needs. NOTE 4 – GRANTS RECEIVABLE Grants receivable consisted of governmental grants of $775,031 and $539,735 for the years ended June 30, 2022 and 2021, respectively. NOTE 5 – MORTGAGE NOTES RECEIVABLE Mortgage notes receivable at June 30 are as follows: 2022 2021 Mortgage notes receivable at face value, due in aggregate monthly principal payments of approximately $6,500, due in 2022 through 2054, secured by deeds of trust.1,355,303$ 2,098,907$ Less unamortized discount (517,206) (800,082) Mortgage notes receivable, net 838,097$ 1,298,825$ Mortgage payments (at face value) to be received, over the next five years and thereafter are as follows: 2023 77,279$ 2024 74,347 2025 72,337 2026 69,323 2027 and thereafter 1,062,017 Total 1,355,303$ HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 16 NOTE 6 – EMPLOYEE RETENTION CREDIT The Employee Retention Credit is a refundable tax credit against certain employment taxes established under the CARES Act. Employers are eligible for the refundable tax credit if they meet certain requirements under the program guidelines, which includes either reduced gross receipts based on various metrics under the qualified period or there was a full or partial suspension and impact to the entity’s operations due to a government order limiting commerce, travel or others. Habitat determined that it was eligible for the Employee Retention Credit and has filed for the refundable credit. Habitat recognized revenue on the Employee Retention Credit of $451,811 for the year ended June 30, 2022. NOTE 7 – LINE OF CREDIT In August 2019, Habitat entered into a loan agreement with Suncrest Bank for a Construction Line in the amount of $600,000 to support the completion of the 5-house project located on Malone Street in Madera, California. The terms included collateral in the form of a 1st position Construction Deed of Trust on the subject property, and an interest rate of 6.5% per annum and monthly interest payments, with the final principal and accrued interest payment due in December 2021. The loan was paid in full and closed as of June 30, 2022. In September 2019, Habitat entered into a loan agreement with Valley Republic Bank for a Construction Line in the amount of $300,000 to support the completion of the 4-house project located on Amador and B streets in Fresno, California. The terms included collateral in the form of a 1st position Construction Deed of Trust on the subject property, and an interest rate of 6% per annum and monthly interest payments, with the final principal and accrued interest payment due in January 2021. The balance was paid in full and the loan was closed as of June 30, 2021. In February 2021, Habitat entered into a loan agreement with Suncrest Bank for a Construction Line in the amount of $313,000 to support the completion of the 2-house project located on Fourth Street in Clovis, California. The terms included collateral in the form of a 1st position Construction Deed of Trust on the subject property, and an interest rate of 6.5% per annum and monthly interest payments, with the final principal and accrued interest payment due in May 2022. The loan was paid in full and closed as of June 30, 2022. In June 2022, Habitat entered into a loan agreement with Central Valley Community Bank for a Construction Line in the amount of $1,588,240 to support the completion of the 8-house project located Riverdale, California. The terms included collateral in the form of a 1st position Construction Deed of Trust on the subject property, a variable interest rate and monthly interest payments, with the final principal and accrued interest payment due in May 2024. There were no draws on the line of credit during the year ended June 30, 2022. HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 17 NOTE 8 – NOTES PAYABLE Notes payable consist of the following at June 30: 2022 2021 -$ 150,000$ 450,000 450,000 100,000 100,000 168,104 247,812 392,000 392,000 200,000 200,000 500,000 150,000 - 29,228 Total notes payable 1,810,104$ 1,719,040$ Note payable to Suncrest Bank bearing interest at 1% per annum commencing April 9, 2020. Payments and interest on the note are deferred for six months and the loan may be forgiven in full or in part in accordance with the requirements of the Small Business Administration Paycheck Protection Program. The note matures April 9, 2022. Note payable to City of Clovis with interest on the unpaid principal at the rate of 0% per annum, all due and payable on or before December 31, 2022, pursuant to the agreement dated August 27, 2018 and amended February 2022. The funds are to be used to construct a single-family residence on the property. In the event the loan is not paid back when agreed, the property will revert back to the City with all improvements thereon. Note payable to Mid Valley Services with interest on the unpaid principal at the rate of 12% per annum, all due and payable on or before September 1, 2024, pursuant to the agreement dated August 16, 2019. Note payable to Small Business Administration bearing interest at 2.75% per annum commencing June 17, 2020. Payments and interest on the note are deferred for one year. The note matures June 17, 2051. Note payable to the County of Fresno with interest on the unpaid principal at the rate of 0% per annum, all due and payable on or before September 9, 2025, pursuant to the Home CHDO agreement dated August 18, 2020 or assumable by qualified low-income homebuyers, secured by deeds of trust. Private lender note payable with interest on the unpaid principal at the rate of 5% per annum, pursuant to the Promissory Note dated June 8, 2021. Note payable to Habitat Mortgage Solutions, LLC., with interest and principal monthly payments at the rate of 3.5% per annum, all due and payable on or before December 31, 2023, pursuant to the Extension of Promissory Note and Security Agreement dated June 30, 2021. Note payable to the City of Fresno with interest on the unpaid principal at the rate of 2% per annum pursuant to the Home CHDO agreement dated January 4, 2021, or assumable by qualified low-income homebuyers, secured by deeds of trust. HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 18 NOTE 8 – NOTES PAYABLE (Continued) Future minimum payments on notes payable are as follows: Years Ending June 30 2023 499,157$ 2024 162,255 2025 74,601 2026 524,960 2027 and thereafter 549,131 Total 1,810,104$ NOTE 9 – OPERATING LEASES Habitat leases an administrative office, storage location, and ReStore location in the City of Clovis, under non-cancellable operating leases. The leases expire October 2026, November 2023, and June 30, 2023, respectively. Habitat did not renew the lease for ReStore located in the City of Madera, which expired in October 2021. The future minimum lease payments under the non-cancellable operating leases are as follows: Years Ending June 30 2023 144,274$ 2024 42,269 2025 32,724 2026 32,724 2027 10,908 Total 262,899$ Rent expense totaled $176,231 and $263,457 for the years ended June 30, 2022 and 2021, respectively. NOTE 10 – NET ASSETS WITH DONOR RESTRICTIONS Net assets with donor restrictions are available for the following purposes at June 30: 2022 2021 New home construction 170,000$ 190,000$ Total net assets with donor restrictions 170,000$ 190,000$ HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 19 NOTE 11 – CONTRACTS WITH CUSTOMERS Revenue from performance obligations satisfied at a point in time consists of the sale of goods through the ReStore and home sales. The total amount of revenues recognized from the sale of goods through Restore, fee for service home repair, and home sales during the years ended June 30, 2022 and 2021 were $2,554,440 and $2,736,209, respectively. Contract assets include mortgage receivables arising from home sale in the amount of $838,097, $1,298,825 and $1,642,341 at June 30, 2022, 2021, and 2020 respectively. The following table provides information about significant changes in borrower impounds for the year ended June 30: 2022 2021 Borrower impounds, beginning of year 49,393$ 47,367$ Deposits made to impound on behalf of customers 57,596 49,393 Payments made on behalf of customers (49,393) (47,367) Borrower impounds, end of year 57,596$ 49,393$ NOTE 12 – CONTRIBUTED NONFINANCIAL ASSETS Contributed nonfinancial assets recognized within the statement of activities included the following at June 30: 2022 2021 Materials 21,474$ 40,922$ Land - 161,829 Professional Services 10,020 24,193 31,494$ 226,944$ HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 20 NOTE 13 – CALHOME PROGRAM In October 2011, Habitat was awarded a $325,500 loan from the State of California Department of Housing and Community Development 2010 CalHome Program to finance acquisition costs of the Willow and Jensen land for seven single family detached homes in the City of Fresno. These homes were constructed and sold to eligible first-time low-income homebuyers. As the homes were constructed and sold to eligible low-income homebuyers, the note payable by Habitat was converted to a grant at which time, the income was recognized. The interest on the note was deferred and forgiven upon the sale of all seven homes to eligible low-income homebuyers. In 2014, Habitat sold six of the homes in the Willow and Jensen development to eligible low-income homebuyers. In 2015, Habitat sold the last of the seven homes. In accordance with the terms of the note payable to State of California Department of Housing and Community Development, $46,500 per home was forgiven and Habitat recognized grant income of $279,000 in 2014 and $46,500 in 2015. The funds provided by the State of California Department of Housing and Community Development 2010 CalHome Program were converted into loans for the qualified households in the form of 30-year, zero interest second mortgages to Habitat. All repayments of loan principal and any loan interest accrued are deposited to a separately maintained CalHome reuse account. This account is good for all CalHome activities and for all CalHome grants. The reuse account is governed by a reuse plan that has been reviewed and approved by the State of California Department of Housing and Community Development. The total principal collections deposited in the reuse account was $10,780 during the year ended June 30, 2022, and $10,850 during the year ended June 30, 2021. Reuse funds spent were $31,000 for the year ended June 30, 2022, and there were no reuse funds spent for the year ended June 30, 2021. NOTE 14 – COMMITMENTS AND CONTINGENCIES Habitat has entered into various agreements with the City of Fresno, City of Madera, and the County of Fresno, which provides federal funds for the use of Community Housing Development Organizations (CHDO), which Habitat is qualified as, to develop or rehabilitate housing for low-income families. The commitments under these agreements are summarized as follows: Amador and B Project In January 2017, Habitat entered into a Home Investment Partnership Program (HOME) agreement with the City of Fresno to acquire four lots at a total purchase price of $244,263 and develop those lots into single family homes for low-income homebuyers at an estimated cost of $984,121. The City provided HOME funds of $580,263 as an assumable loan to Habitat to fund the property acquisition and construction costs. Upon sale to low-income homebuyers, the loan is assumed at 0% interest, releasing Habitat of its liability to the City. As of June 30, 2021, the project was completed with all four homes were sold and project costs including land incurred totaled $1,142,582. Central Project In February 2016, Habitat entered into a Memorandum of Understanding with Central Community Church to acquire 3 lots at a total purchase price of $1 and develop those lots into single family homes for low-income homebuyers in February 2018, Habitat entered into a Home Investment Partnership Program (HOME) agreement with the City of Fresno to develop those lots at an estimated cost of $904,666. The City provided HOME funds of $445,000 as an assumable loan to Habitat to fund the property construction costs. Upon sale to low-income homebuyers, the loan is assumed at 0% interest, releasing Habitat of its liability to the City. As of June 30, 2021, the project was completed with all four homes sold and project costs incurred including land totaled $871,047. HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 21 NOTE 14 – COMMITMENTS AND CONTINGENCIES (Continued) Fourth Street Project In December 2020, Habitat entered into an agreement with the City of Clovis to acquire 2 lots for no cost in the form of a grant deed and develop 2 single-family houses for low-income homeownership. The land value grant of $76,297 is presented on the Statement of Financial Position as Deferred Revenue and will decrease as the homes are sold per the City of Clovis’ requirements. In addition, the homebuyers will participate in the California Department of Housing and Community Development’s Down Payment Assistance Program administered by the City of Clovis. The Program provides the homebuyer down payment assistance in the form of deferred payment “silent” second priority loan as “GAP” financing toward the purchase price and closing costs, which Habitat will receive upon sale. As of June 30, 2022, the homes were sold, and the conditions of this agreement were met. Malone Project – City of Madera In January 2019, Habitat entered into an agreement with the City of Madera to acquire 5 lots for no cost in the form of a grant deed and develop 5 single-family homes for low-income homeownership. The land value grant of $157,670 is presented on the Statement of Financial Position as Deferred Revenue and will decrease as the homes are sold per the City of Madera’s requirements. In addition, the homebuyers will participate in the California Department of Housing and Community Development’s Down Payment Assistance Program administered by the City of Madera. The Program provides the homebuyer down payment assistance in the form of deferred payment “silent” second priority loan as “GAP” financing toward the purchase price and closing costs, which Habitat will receive upon sale. As of June 30, 2022, the homes were sold, and the conditions of this agreement were met. Barcus Project In February 2021, Habitat entered into a Home Investment Partnership Program (HOME) agreement with the City of Fresno and was awarded $391,942 as an assumable loan to help fund the construction costs for Habitat’s Barcus project. The project consists of building two single family homes for low-income homebuyers. Upon sale to qualified low-income homebuyers, the loan is assumed at 0% interest, releasing Habitat of its liability to the City. As of June 30, 2022, there were no homes sold and project costs totaled $153,138. Riverdale Project Aiming to expand its efforts into rural areas in July 2020, Habitat secured land in Riverdale to build 8 single-family homes for low-income rural Fresno County residents. In August 2020, Habitat entered into a Home Investment Partnership Program (HOME) agreement with the County of Fresno and was awarded $450,000 as an assumable loan to help fund the acquisition and construction costs for the Riverdale Project. Upon sale to qualified homebuyers, the loan is assumed at 0% interest, releasing Habitat of its liability to the County. In May 2021, Habitat entered into a State Local Fiscal Recovery Funds (SLFRF) subrecipient agreement with the County of Fresno and was awarded $540,000 to assist with construction costs for the Riverdale Project. As of June 30, 2022, there were no homes sold and project costs incurred including land totaled $562,118. Firebaugh Project In June 2021, Habitat entered into a State Local Fiscal Recovery Funds (SLFRF) subrecipient agreement with the County of Fresno and was awarded $790,000 to assist with construction costs for the Firebaugh Project. As of June 30, 2022, there were no homes sold and project costs incurred including land totaled $98,705. HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 22 NOTE 14 – COMMITMENTS AND CONTINGENCIES (Continued) Standby Letters of Credit Habitat obtained two irrevocable standby letters of credit in January 2017 and September 2016 from Premier Valley Bank as a guarantee of faithful performance for the completion of the following home construction projects. As of June 30, 2021, both standby letters of credit were released due to projects completed. NOTE 15 – GOING CONCERN Management believes that it has implemented new procedures and increased oversight to ensure that Habitat is able to continue as a going concern. These procedures are outlined below. Restructuring Habitat has consolidated new home construction and home repair to streamline construction operations to be more cost effective. In addition, Habitat has hired a Chief Executive Officer who has years of experience and knowledge of the operational complexities of the organization. Although Habitat has always been a professional home builder, due to the availability of developed land, Habitat has also become a land developer. Habitat is subcontracting and consulting experienced individuals to navigate projects that require land development. Project Vetting and Approval Over the past few years, Habitat has served more families than at any other time in its history. This has been great for the community, but un-strategized growth has caused deficiencies in Habitat’s project-acceptance process. Habitat has implemented a more comprehensive vetting policy for forecasting the profitability, timeline, and capacity for completing proposed projects for new home construction and home repair. This includes creating and scrutinizing fully built-out proforma financial statements for each proposed project. These proforma statements include detailed projections for Habitat’s internal costs and up-to-date estimates for work that will be subcontracted to others. Additionally, each proforma must be presented to and approved by multiple committees and experienced professionals prior to committing to a proposed project. Fundraising Habitat has increased its fundraising efforts in an effort to be at the forefront of donor’s minds. In addition to its’ large-scale fundraising events, Habitat is exploring new fundraising and network opportunities to cultivate new donors, such as online auctions and golf tournaments. Habitat is also working with previous donors to increase their financial commitment to affordable housing and Habitat’s ability to provide it. Loan Purchase and Sale Agreement Habitat has partnered with Noble Credit Union to sell the mortgages on new homes immediately after the close of escrow with partner families. This quickly replenishes the funds that Habitat has tied up in the construction and completion of new homes and allows Habitat to recognize the full profit immediately upon sale of the mortgage. USDA 502 Direct Program Habitat is partnering with the U.S, Department of Agriculture (USDA) to have qualified families secure funding through their USDA 502 Direct Loan Program. The program will provide affordable home loans for the homes Habitat is building in rural areas. This allows Habitat to replenish funds and recognize the full profit of those homes, immediately upon the sale to the families. HABITAT FOR HUMANITY GREATER FRESNO AREA NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2022 AND 2021 See Independent Auditor’s Report. 23 NOTE 15 – GOING CONCERN (Continued) Financing Habitat is financing construction costs for new home construction projects through the use of construction loans. NOTE 16 – UNCERTAINTY On March 11, 2020, the World Health Organization declared an outbreak of a coronavirus, COVID-19, a pandemic. Accordingly, some functions of Habitat’s operations were limited to protect the health and safety of its employees. The financial impact that could occur as a result of the pandemic is unknown at this time. NOTE 17 – SUBSEQUENT EVENTS In January 2023, Habitat was notified of a donation of approximately 9 acres located in the City of Fresno, for Habitat to construct residential housing for low-income families. In addition, Habitat anticipates receiving approximately $2,000,000 of funding for the project. Management has evaluated and concluded that there were no other subsequent events that have occurred from June 30, 2022 through the date the financial statements were available to be issued at January 19, 2023 that would require disclosure or adjustment. 24 THIS PAGE IS LEFT BLANK INTENTIONALLY. 25 COMPLIANCE REPORT 26 THIS PAGE IS LEFT BLANK INTENTIONALLY. 27 INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS To the Board of Directors of Habitat for Humanity Greater Fresno Area Fresno, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Habitat for Humanity Greater Fresno Area (a nonprofit organization), which comprise the statement of financial position as of June 30, 2022, and the related statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements, and have issued our report thereon dated January 19, 2023. Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered Habitat’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Habitat’s internal control. Accordingly, we do not express an opinion on the effectiveness of Habitat’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements, on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified. Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether Habitat’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the 28 financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of Habitat’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the organization’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Clovis, California January 19, 2023 HABITAT FOR HUMANITY GREATER FRESNO AREA SCHEDULE OF FINDINGS AND QUESTIONED COSTS FOR THE YEAR ENDED JUNE 30, 2022 29 SECTION I - SUMMARY OF AUDITOR'S RESULTS Financial Statements Type of auditor's report issued:Unmodified Internal control over financial reporting: Material weaknesses identified?Yes x No Significant deficiencies identified that are not considered to be material weaknesses?Yes x None reported Noncompliance material to financial statements noted?Yes x No SECTION II - FINANCIAL STATEMENT FINDINGS None reported. HABITAT FOR HUMANITY GREATER FRESNO AREA SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS FOR THE YEAR ENDED JUNE 30, 2022 30 FINANCIAL STATEMENT FINDINGS None reported. FEDERAL AWARD FINDINGS None reported. Page 1 of 30 FY 2023-2024 CONSOLIDATED NOFA PART B - APPLICATION OWNER OCCUPIED HOME REPAIR PROGRAMS Application Summary The City of Fresno invites eligible agencies/entities to submit applications for funding to implement Owner Occupied Home Repair Programs. The 2020-2024 Consolidated Plan prioritized the preservation and rehabilitation of existing affordable housing units. As such, applications are being accepted to implement owner-occupied home repair programs for lower income households utilizing Community Development Block Grant (CDBG) program funds. Activity Examples Only Senior Emergency Home Repair Program: Emergency repair program for income eligible owner-occupied seniors (62 and older) to address basic plumbing, electrical, heating and air conditioning. Minor Home Repair Program: Minor home repairs to address housing code violations and/or health and safety repairs for income eligible owner-occupied households. Roof Repair and Replacement Program: Replacement or repairs of existing roof leaks for income-eligible owner-occupied households. Water Heater Repair and Replacement Program: Water heater repairs or replacement of inoperable water heaters for income eligible owner-occupied households. Note: • This application is for providers of home repair programs for owner-occupied households only. o For any other facility improvement or rehabilitation project, please contact the City of Fresno Housing and Community Development Division at HCDD@fresno.gov or 559-621-8300 to discuss any available options for funding. o If you are a homeowner interested in learning more about existing home repair programs for homeowners with lower incomes, contact the City of Fresno Housing and Community Development Division at HCDD@fresno.gov or 559- 621-8300 FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 2 of 30 Application Submission Application Deadline January 27, 2023 by 4:00 PM Resolutions Authorizing Application Submission Deadline February 13, 2023 by 4:00 PM Application Delivery • Please submit an electronic version of your application by: Email HCDD@fresno.gov, or If your file is over 40 MB, please email HCDD@fresno.gov to receive a link for uploading large files (instructions in the Consolidated NOFA Handbook appendix) Hard copies of applications and authorizing resolutions are not requested or accepted. If assistance is required for digital submission, please reach out to the contact person listed below. We will email you within one business day of receipt to confirm application submission – if you do not receive a confirmation, please contact the relevant person. Contact Person • Erica Castaneda, Project Manager 559-621-8514 erica.castaneda@fresno.gov • General Inquiries Housing & Community Development Division | 559-621-8300 | HCDD@fresno.gov FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 3 of 30 Application Overview and Instructions The City of Fresno (City) Housing and Community Development division is accepting proposals from eligible organizations providing home repair services to low-income and special needs owner-occupied households. Funds to be used for this NOFA are from the U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) Program. A guide to program requirements is attached to the Consolidated NOFA Handbook. Instructions Applications have been designed to support a standardized method of evaluation for eligibility and consideration. Applicants are encouraged to carefully review their applications prior to submission to ensure all questions are complete and narrative attachments are included. Once the application is submitted, additional information will not be accepted. In the event additional clarification is needed, City staff will contact the agency. In most instances, applicants will have 24 hours to provide the additional clarifying information in order to be considered responsive. Prior to completing their applications, applicants should review the 2023-2024 Consolidated NOFA Handbook. The Handbook provides additional information regarding funding priorities, threshold eligibility requirements, applicant support options, and information on the timeline and process for application review and funding. An organization’s completed application includes one Part A (organizational information) and one or more Part B (application) including all relevant exhibits and attachments. • Applicants may provide as attachment a maximum of two, single-page letters of support. Additional pages beyond the maximum will not be reproduced. For this reason, applicants should select the two “best” support letters. • Rehabilitation projects can submit one (1) additional page of pictures. Additional pages beyond the maximum will not be reproduced. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 4 of 30 Evaluation Process Applications will be scored and ranked according to the below criteria. Category Points Qualified / Disqualified: • Does the applicant demonstrate how the proposal with one or more priorities outlined in the City of Fresno 2020-2024 Consolidated Plan? (If no, the application is disqualified.) • Are the proposed activities eligible under the applicable funding source? (If no in part or full, the application is disqualified in part or full.) • Are the proposed costs eligible under the applicable funding source? (if no in part or full, the application is disqualified in part or full.) • Is the applicant an established corporation chartered and in good standing with the State of California or a 501(c)(3) tax-exempt organization? (if no, the application is disqualified) • Does the applicant have established financial and management systems? (if no, the application is disqualified) • Does the organization have written program administration policies and procedures in place including financial management, conflict of interest, non-discrimination, equal opportunity, procurement, repair standards and LBP? (if no, the applicant is disqualified) • Has the applicant failed to meet any other threshold eligibility requirements in the accompanying 2023-2024 Consolidated NOFA Handbook? (If yes, the application is disqualified.) Qualified or Disqualified Organizational Capacity: • Does the organization have demonstrated success in administering a similar activity? (0 years = 0 points; 1 or more years = 5 points) • Is the experience and training of the proposed program/project/activity staff consistent with the needs of the proposed activity(s)? (10 points) • Does the agency have facilities consistent with the proposed program activities? (5 points) • Does the agency have any unresolved monitoring findings? (Up to -10) 20 FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 5 of 30 Category Points Quality of the Proposal / Alignment to Community Need: • To what extent does the proposal address unmet community needs? (Up to 10 points) • Does the proposal describe barriers to program participation, and how the activity addresses those barriers? (Up to 10 points) • Has the proposal clearly identified how it will address the needs of one or more of the following populations: domestic violence survivors, veterans, LGBTQ, deaf and hard-of-hearing, persons with access or functional needs, youth, victims of human trafficking, elderly (Up to 10 points) • Does the proposal describe how it will enable access to one or more priority objectives listed on page 5 (Up to 10 points) 40 Impact and Outcome: • Has the applicant described how the target population will be reached and assessed? (Up to 5 points) • Do the proposed program services match the needs of the population? (Up to 5 points) • Does the organization clearly articulate how the program activities were developed in consultation with the target population? (Up to 5 points) • Does the organization describe how their prior activities have resulted in meaningful impact? (Up to 5 points) 20 Cost Effectiveness / Leveraging: • Is the proposed budget consistent with the benefits provided? (Up to 15 points) • Will the proposed activity leverage additional funds that would otherwise not be available? (Up to 5 points) 20 Total Possible Points 100 FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 6 of 30 Insurance Requirements and Indemnification Agencies selected to deliver home repair programs will be required to meet insurance requirements as provided by the City of Fresno. The most current requirements are provided below. These Insurance requirements are subject to change based on specific aspects of program delivery. The actual insurance requirements will be the City’s requirements at the time of contract execution. Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2. The most current version of ISO *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. MINIMUM LIMITS OF INSURANCE SUBRECIPIENT, or any party the SUBRECIPIENT subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY: (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for 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. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 7 of 30 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. UMBRELLA OR EXCESS INSURANCE In the event SUBRECIPIENT 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 SUBRECIPIENT shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and SUBRECIPIENT 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 Insurance, and approved by, the CITY’s Risk Manager or designee. At the option of the CITY’s Risk Manager or designee, either: (i) The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects CITY, its officers, officials, employees, agents, and volunteers; or (ii) SUBRECIPIENT shall provide a financial guarantee, satisfactory to CITY’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall CITY be responsible for the payment of any deductibles or self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CITY, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds. SUBRECIPIENT shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 8 of 30 insurance company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85. 2. The coverage shall contain no special limitations on the scope of protection afforded to CITY, its officers, officials, employees, agents, and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured. 3. For any claims relating to this Agreement, SUBRECIPIENT’s insurance coverage shall be primary insurance with respect to the CITY, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, agents, and volunteers shall be excess of SUBRECIPIENT’s insurance and shall not contribute with it. SUBRECIPIENT shall establish primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13. The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: SUBRECIPIENT and its insurer shall waive any right of subrogation against CITY, its officers, officials, employees, agents, and volunteers. All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice by certified mail, return receipt requested, has been given to CITY. SUBRECIPIENT 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, SUBRECIPIENT 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, SUBRECIPIENT 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. The fact that insurance is obtained by SUBRECIPIENT shall not be deemed to release or diminish the liability of SUBRECIPIENT, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by SUBRECIPIENT. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of SUBRECIPIENT, its principals, officers, agents, employees, persons under the supervision of SUBRECIPIENT, vendors, suppliers, invitees, consultant, sub-consultant, subcontractors, or anyone employed directly or indirectly by any of them. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 9 of 30 SUBCONTRACTORS - If SUBRECIPIENT subcontracts any or all of the services to be performed under this Agreement, SUBRECIPIENT 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, SUBRECIPIENT will be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry. VERIFICATION OF COVERAGE SUBRECIPIENT 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-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, SUBRECIPIENT 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. Indemnification To the furthest extent allowed by law, SUBRECIPIENT 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) incurred by CITY, SUBRECIPIENT or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Agreement. SUBRECEIPIENT 'S obligations under the preceding sentence shall apply regardless of whether CITY or any of its officers, officials, employees, agents or volunteers are negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers. If SUBRECIPIENT should subcontract all or any portion of the work to be performed under this Agreement, SUBRECIPIENT 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. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 10 of 30 Summary of Federal Rules and Regulations Funded programs shall be administered in compliance with CDBG and/or HOME requirements and in a manner that meets CDBG 24 CFR 570 and HOME Final Rule at 24 CFR Part 92, as amended, federal regulations. Funded programs shall also be administered in compliance with all applicable City, State, and Federal guidelines including, but not limited to the following federal program requirements as now in effect and as may be amended from time to time: A. Records shall be maintained as required by the Federal regulations specified in 24 CFR 570.506 that are pertinent to the funded activities. Such records shall include but not be limited to: 1. A full description of each activity undertaken; 2. Records demonstrating each activity undertaken meets one of the National Objectives of the CDBG program; 3. Records required to determine the eligibility of activities; 4. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; 5. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; 6. Financial records as required by 24 CFR 84.21-28 as amended by 24 CFR 570.502, and 7. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. B. Uniform Administrative Requirements found in the U.S. federal regulations at 2 CFR Part 200. C. Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. D. All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it will be affected and the basis for settlement. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 11 of 30 E. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” F. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. G. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 12 of 30 dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. H. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. I. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). J. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201). K. Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government- wide Excluded Parties List System in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1986 Comp., p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235), “Debarment and Suspension.” The Excluded Parties List System in SAM contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. L. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award of $100,000 or more must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 13 of 30 obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. M. See §200.322 Procurement of recovered materials. N. Section 109 of the Housing and Community Development Act of 1974 requires that no person in the United States shall on the grounds of race, color, national origin, religion, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance made available pursuant to the Act. Section 109 also directs that the prohibitions against discrimination on the basis of age under the Age Discrimination Act and the prohibitions against discrimination on the basis of disability under Section 504 shall apply to programs or activities receiving Federal financial assistance under Title I programs. O. Equal Protection of the Laws for Faith-Based and Community Organizations as described in Executive Order 13279 and the implementing regulations at 41 CFR chapter 60. P. Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) and implementing regulations at 24 CFR part 135. Q. The Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851- 4856), and implementing regulations at part 35, subparts A, B, J, K, and R of this part apply. R. Certain newly legalized aliens, as described in 24 CFR part 49, are not eligible to apply for CDBG benefits, including financial assistance, public services, jobs and access to new or rehabilitated housing and other facilities made available with CDBG. Benefits do not include relocation services and payments to which persons displaced are entitled by law (24 CFR §570.613). S. A building or facility designed, constructed, or altered with CDBG funds governed by this Agreement that meets the definition of “residential structure” as defined in 24 CFR 40.2 or the definition of “building” as defined in 41 CFR 101-19.602(a) is subject to the requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157) and shall comply with the Uniform Federal Accessibility Standards (appendix A to 24 CFR part 40 for residential structures, and appendix A to 41 CFR part 101-19, subpart 101-19.6, for general type buildings). T. The Americans with Disabilities Act (42 U.S.C. 12131; 47 U.S.C. 155, 201, 218 and 225) (ADA) provides comprehensive civil rights to individuals with disabilities in the areas of employment, public accommodations, State and local government services, and telecommunications. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 14 of 30 U. Bonding and insurance requirements set forth in 24 CFR 84.31 and 84.48. Funded activities may also be required to carry sufficient insurance and bond coverage as determined by the Risk Management Division of the City of Fresno Personnel Services Department. V. Environmental Review (24 CFR 92.352) W. Section 504 of the Rehabilitation Act of 1973 X. Flood Disaster Protection Act of 1973 (42 U.S.C. 4001) Y. Income Determinations (24 CFR 92.203) Z. Conflict of Interest (24 CFR 570.611 & 24 CFR 92.356) AA. Accessibility Title III of the American with Disability Act of 1990 (ADA) BB. Affirmative Marketing (24 CFR 92.350 and 92.351) CC. Uniform Relocation Act (24 CFR 92.353 and 24 CFR 570.606) DD. Housing and Community Development Act of 1974 EE. Clean Water Requirements 33 USC 1251 FF. Civil Rights Requirements, 29 U.S.C. 623, 42 U.S.C. 2000, 42 U.S.C. 6102, 42 U.S.C 12112, 42 U.S.C. 12132, 49 U.S.C 5332, 29 C.F.R. Part 1630, 41 C.F.R. and Part 60 et seq. GG. Faith Based Activities (24 CFR 92.257) FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 15 of 30 FY 2023-2024 APPLICATION Owner Occupied Home Repair Programs 1. Project Summary Information – please complete the below summary information for the project/program. Project Name (10 words or less): Habitat for Humanity Greater Fresno Area's Housing Rehabilitation/Repair Program Amount Requested: $ 373,090.00 Provide a short description of the proposed program/activity. (1 to 3 sentences and must fit in the provided space). Habitat for Humanity Greater Fresno Area (HFHGFA) requests funding to provide owner-occupied home repairs to eligible City of Fresno homeowners to continue to stabilize the existing housing element. 2. Organizational Capacity a. Briefly describe how your organization’s prior activities have resulted in meaningful impact: Habitat for Humanity Greater Fresno area has been receiving and administering CDBG funds since 2017 and has impacted lives of over 150 households across Fresno County through its Home Repair, Senior Paint and Accessibility programs.The shared homeowner testimonials (Exhibit B) represent the profound and life-changing impact of our Repair Program. The Fresno Home Repair program has restored healthy & safe living conditions for over 90 residents by addressing critical repairs that not only extended the lifespan of the houses but also renewed pride of ownership. All activities we perform have lasting and meaningful impact by design. With our clients living on household income on par or below the national poverty line, these services are a lifeline for vulnerable populations dealing with inability to safely navigate their home. Most of our client needs are of emergency and critical nature and very often they are left to choose FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 16 of 30 between food, medication and essential repair needs, therefore the support we provide helps them not to compromise on house safety. b. Home Repair or Housing Rehabilitation Program Delivery Experience (select one) Continued operation of existing program active four or more years Four years of experience, but not active in last 12 months Less than four years of experience No active home repair or housing rehabilitation program experience If you identified Home Repair or Housing Rehabilitation Program Delivery Experience above, please indicate below if any of that experience utilized the following funding: CDBG Program Other State or Federal Grant Program (Specify: ) c. Does the organization have the following in place (check box if ‘yes’)? NOTE: These items will need to be submitted by the organization prior to the execution of the subrecipient agreement. Written policies and procedures for the proposed program (i.e. intake, eligibility, income, race & ethnicity, file management) Housing Repair Standards/Guide Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 17 of 30 Lead-Based Paint Certification (or able to contract with a Lead-Based Paint Consultant) d. Has the organization been subject to an A-133 audit in the last five fiscal years? If available, the organization will need to submit prior to the execution of the subrecipient agreement; If unavailable, the agency will need to submit its Federal 990 Exempt Organization Tax Return. Yes No FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 18 of 30 3. Proposed Scope of Work a. Briefly describe the needs this proposal addresses, and how existing resources are insufficient to meet this need: Scope of Work - Offered citywide with an emphasis and affirmative marketing toward RECAP, HFHGFA requests funding to continue to provide rehabilitation and repair activities to eligible City of Fresno homeowners focused on: Critical Home Repairs - Repair/replacement of roofs. Over the last three years the predominant need for repairs that was identified in the incoming interest from the community was related to roof replacement needs that if left unaddressed, can cause catastrophic damage to the home or persons living within. Critical Home Repairs needs assessment - Representing the most investment needed to restore healthy and safe living conditions for what is predominantly older adult homeowners living in low and extremely low-income households, there is critically insufficient resources to meet the needs within City of Fresno. This is evident in the housing stock that our team has seen first-hand where living conditions do not meet basic health and safety standards. Older adults are often forced to defer active housing repair needs and continue to struggle with declining health and mobility on top of that. An internal report of all active projects under our current City of Fresno contract reveals that half of our qualified applicants are living under Low or Extremely Low Income households and have lived in their homes on average of 26 years. With roof repair costs ranging from $15,000 to over $17,000 with a household that makes below porverty line demonstrate how existing resources continue to be insufficient and disinvestment removes a lifeline to many aging residents. A $221,000 allocation of total request to be used towards the replacement of roofs for 13 homes. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 19 of 30 b. Beneficiaries Home Repair Programs are income restricted and benefit low-to moderate- income households. The below income limits are provided for reference; current HUD income limits for California, Fresno can always be found at: www.hudexchange.info/resource/5334/cdbg-income-limits/. Please acknowledge this restriction below: I acknowledge that the Home Repair Programs in this application are restricted to low- and moderate-income persons as defined by HUD. Current Annual Income limits Household Size 30% AMI 50% AMI 80% AMI 1 14,650 24,400 39,050 2 16,750 27,900 44,600 3 18,850 31,400 50,200 4 20,900 34,850 55,750 5 22,600 37,650 60,250 c. How many unduplicated housing units are planned to be addressed using the funding in this application? 13 housing units will be addressed using the funding in this application. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 20 of 30 d.Briefly describe the target population, how the project will meet the specific needs of the target population, and how the project will be marketed to the target population. At its core, these services are available to all owner-occupied households where the total household income is below 80% AMI. However, HFHGFA recognizes that a majority of our clients represent low/extremely low income households, as well as older adult households. Additionally, HFHGFA has invested in working with neighborhood leaders in identifying targeted neighborhoods where need is greatest, and longterm disinvestment has occurred. The output of this work has resulted in a extensive list of homewoners with repair needs in HFHGFA targeted neighborhoods, and serves as a guidance. e.How will program participants be identified, qualified, and prioritized in a way that addresses the greatest needs? All services offered have impactful and measurable outcomes, and with continued funding for this program, our need to market these services is no longer required as we have continued the previous years' programs. Our approach to assisting homeowner and prioritizing our investment per applicant is to address symptoms that each individual home and persons living within experience. For instance, the symptom of a roof leak is the water intrusion that a homeowner has identified. Observing this approach allows us to ensure that each home assessment, and the repair activities listed, has identified a symptom of an active need. As a result, the measurement of an intervention’s success (outcome) can be easily tracked by answering if the symptom is present or not upon completion of repair activity.In addition to responding to client-specific repair requests, during home assessments, staff will perform an in-depth inspection of the entire home and evaluate if the request is of critical nature. f.The City’s Analysis of Impediments to Fair Housing Choice recommends that the City prioritize investments in areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs – see NOFA Handbook). Will this program be: Offered Citywide Offered Citywide with an emphasis and affirmative marketing toward RECAPs Offered exclusively to residents of RECAPs FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 21 of 30 g.Relocation Compliance Permanent displacement will not be allowed under any of the above programs. If the project involves temporary relocation, a Relocation and Temporary Displacement Plan will need to be provided before execution of a subrecipient agreement. In addition, the budget will need to list any proposed temporary relocation cost. Please select the box below if this proposed activity involves temporary relocation of any persons. The proposed activity involves temporary relocation of one or more persons If the project involves temporary relocation, please indicate below how temporary relocation will be addressed: FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 22 of 30 h.Procurement Process If you have not attached a copy of the agency’s procurement policy, provide a narrative description of the planned process for procuring contractors/ subcontractors and construction-related professional and other services. Note: Submittal of the Procurement Policy and Procedures for City review and acceptance will be required prior to the execution of the subrecipient agreement. Procurement Policy is attached to this document, or; A narrative description of the organization’s procurement process is below: FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 23 of 30 Narrative description of Procurement Process (continued from previous page) FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 24 of 30 i. Detailed Narrative Description of Project/Program Provide a detailed description of the program model, identifying any anticipated challenges or limitations, and strategy and plan for mitigating or overcoming the challenges. Limit the description to the following two pages. Program Model (delivery) HFHGFA leverages the delivery models to best respond to scale, as well as control costs. The delivery model is leveraging internal skilled staff for project management and utilization of licensed subcontractors. HFHGFA is able to leverage local network of qualified contractors to ensure quality project delivery. Skilled staff undergo ongoing training in safety, skilled trades, and work with subcontractors to ensure they know how to work best with the vulnerable populations we serve. Contrary to other approaches where a General B contractor is assigned multiple trades under a scope, HFHGFA seeks out licensed C-class contractors ( I.e. C20 HVAC, C39 Roofing) to perform trade-specific activities. The benefit is these trade specific companies are best equipped to address the issue, have both warranty and service departments/staff to respond to issues as they may arise (which they do), and most importantly are more cost effective. Substantial time investment has been made to continually seek out and train our network of licensed subcontractors and added incentive of allowing access to our network of projects allows HFHGFA the ability to receive discounted pricing. Program Challenges & Mitigation In our sixth year of partnering with City of Fresno, we continue to develop the infrastructure (tools, equipment, training, standards & procedures, etc.) to maintain and improve the existing housing element in Fresno. Our commitment goes beyond the structures we improve, but to the community that lives within. However, as we move forward with the delivery of the proposed activities above, we anticipate the greatest challenge is how to navigate the delivery of these services with complex program requirements and the timelines of those. The major challenges during the past contracts was getting the qualified contractors register at SAM.GOV. The time and efforts it took from the contractors to go through registration process resulted in disinterest and frustration. We also discovered that many contractors that are already registered in SAM.GOV did not necessarily provide safe and quality services. Our mitigation is continuously working with potential contractors and helping them navigate the complex system of SAM.GOV. Another challenge we continuously face is the number of requests that qualify as emergency repairs. During the rainy season there were several homeowners that had active leaks and the timelines of project approval, clearance and procurement made it hard to get to projects expeditiously. We will continue working with the City of Fresno to identify ways were certain projects could be expedited based on level of urgency. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 25 of 30 Detailed Narrative Description of Project/Program (Continued from previous page) FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 26 of 30 4.Project/Program Budget a. Proposed Form of Assistance to Beneficiary Requested: Grant Forgivable Loan Loan, below-market interest rate If a loan is proposed, please provide the loan terms requested: If a loan is provided, does the applicant propose to maintain the loan repayments within the proposed program? Yes No b.The City is interested in applicants that can deploy activities in a timely manner (18 months) while balancing the need to maintain high standards of program delivery. Please propose how you will address this need. As we move forward with the delivery of the proposed activities, both timeliness of delivery and quality of service remains paramount to our goals of the program in addition to providing services that reach the most vulnerable and have greatest ROI of impact-to-investment. As we have shared, our delivery models allow for minimal disruption and gives us the ability to adapt to external challenges that may impact a timely delivery. As a result of continued funding, we have also been able to develop a growing list of residents in need of services and have focused our outreach efforts toward the timely processing of interested clients. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 28 of 30 c.List of Funding Sources Provide all planned funding anticipated/ committed for this activity for FY 2023- 2024. If the organization has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date City of Clovis CALHOME $ 40,653 Committed Private Donors $ 5,591 Committed Construction Income $ 250,411 Committed FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 29 of 30 d.Activity Budget Summary Please complete Exhibit A – Operating Budget Summary. The above referenced Budget worksheet is available in Excel format at www.fresno.gov/housing under the ‘Notice of Funding Available’ tab. Limitations to the use of CDBG funds Prior to completing the Activity Budget Summary Form, review the following limitations to the use of CDBG funds. •A proposal budget that includes rehabilitation and service costs should identify those costs separately. •City CDBG funds may be used to pay for that portion of the total cost of any audit required by OMB A-133 that represents the amount of City CDBG funds audited as a percentage of total funds audited. •The following costs are not allowable: bad debts; contingencies; contributions and donations; entertainment costs (including meals for social events and awards/graduation banquets); gifts or incentive awards to individuals; fines and penalties resulting from violations of or non- compliance with Federal, State, and Local laws; interest on borrowed capital; fundraising; investment management. Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY Optional Additional Exhibits: EXHIBIT – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT B – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT C – PROCUREMENT POLICY FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 30 of 30 Exhibit A: Operating Project Budget Summary (or, submit via Excel) Budgeted Position (Personnel) or Category (Operations) City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position, add additional rows as needed) Direct Service Personnel (enter position titles): Administrative Personnel (enter position titles): TOTAL PERSONNEL BUDGET $ $ $ $ $ $ $ $ $ Other Direct Costs (Include only costs that are direct; indirect costs are covered under the Indirect Cost Rate) TOTAL OTHER DIRECT COSTS $ $ $ $ $ $ $ INDIRECT COSTS* (Select 1 indirect rate Only) Approved Indirect Cost Rate De minimus 10 % Rate TOTAL INDIRECT COST BUDGET $ $ $ $ $ $ $ PROGRAM EXPENSE BUDGET Assistance to Beneficiaries TOTAL PROJECT BUDGET $ $ $ $ $ $ $ $ $ *An approved indirect cost rate must be applied to the base identified in the agreement with the federal cognizant agency. Per 2 CFR 200.414, any non-federal entity that does not have a current negotiated rate may elect to charge a de minimis rate of 10% of Modified Total Direct Costs (defined in 2 CFR 200.68). Salaries & Wages Fringe Benefits TOTAL CITY OF FRESNO HUD FUNDS Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Construction Income Proceeds TOTAL OTHER FUNDS FOR PROJECT Salaries/Wages (Specify each position; add additional rows as needed) Direct Service Personnel: Repair Manager 32,240 7,476 39,716 - 19,858 - - 19,858 39,716 79,432 Compliance Director 60,820 13,542 74,362 - 18,590 - - -18,590 92,952 Controller - - - - - - - 108,638 108,638 108,638 Administrative Personnel: TOTAL PERSONNEL BUDGET $ 93,060 $ 21,018 $ 114,078 $- $ 38,448 $- $- $ 128,496 $ 166,944 $ 281,022 Occupancy, Supplies, and Other Operating CDBG Software Platform 4,095 2,205 2,205 6,300 Office Rent 32,724 32,724 32,724 Server Maintenance 34,650 34,650 34,650 Auto insurance 17,535 17,535 17,535 Warehouse 22,908 22,908 22,908 Mileage 6,948 6,948 6,948 Office Supplies 3,700 3,700 3,700 Printing 2,300 2,300 2,300 Telecommunications 1,891 1,891 1,891 Utilities 4,850 4,850 4,850 TOTAL OCCUPANCY, SUPPLIES AND OTHER OPERATING BUDGET $ 4,095 $- $ 2,205 $- $ 5,591 $ 121,915 $ 129,711 $ 133,806 Program Expense Budget Grant Assistance to Beneficiaries - Repair Program - Contractor Services 221,000 - 221,000 Loans to Beneficiaries - - - Other (Specify)- - TOTAL PROGRAM EXPENSE BUDGET $ 221,000 $- $- $- $- $- $- $ 221,000 INDIRECT COSTS (Select 1 indirect rate Only) Cost Allocation Plan Rate - - De minimus 10 % Rate 33,917 - 33,917 TOTAL INDIRECT COST BUDGET $ 33,917 $- $- $- $- $-$- $ 33,917 TOTAL PROJECT BUDGET $ 93,060 $ 21,018 $ 373,090 $ - $ 40,653 $- $ 5,591 $ 250,411 $ 296,655 $ 669,745 * Please revise this form and annotate budget items as needed All applicants are required to submit a copy of their organization’s operating budget. CITY OF FRESNO OPERATING BUDGET SUMMARY (non-capital projects) Budgeted Position (Personnel) or Category (Operations) City of Fresno HUD Funds Other Funds for Project PROJECT TOTALS (ALL FUNDS) Y\[\ \\tr-lrrr+ ts rlcru\ei - f- A,rn ri, Jzr-trct^ Li-ft1t i"t ltl .7c. f y'ezd .-t y^e."f l7t^id g / rt r'n-, lt1 c;nA- bo+ t 5 f^\ rr-q-5drr--r-5.) bttt'.i4t- |e-c;S,1.f lp.1Cc<mre- rlno\^{. (,FFlcL"tr 1-o F)X €ue-r^i thiu1 fhut br,o<e- & 5 *l lroi.5*7* C-1"ctr. Er^ry nnoF.vrrF)1 I-.'iroV v 1 (oir., *i*\ crvrd $-t.{,e- v)u(!i Gad 7"11-c (qo-,, F/,t,.,t-J AlrLe-- ]e t"ti \ .i Q r" C -:L/!,lt-T Lticr{ch'e<! o-5 n11\ huof i-cffe-L ijtu.e55e.1 aueL hn* a C;,.. lql t.ix I l<r,-u€- t{*i*h, Ct*"r6 f Kn."u; -fa;.r.* U)t, "- l $ t*-+ f: i X"a tL -*fn. N\r r. * . ic- Cc, rne I n ft', " l: c t- y, L d "rl AnlC_ if . haw Ef L F B*hrt-0"1( o U trr.r- l-rr r.i *i " tr-r\ S ff- S -t' rn I. tl-)ci5 L,-\L,*.r"icrd CLbu".f -T-/-t< lyte 59 i Sti,oeg du'l,1..rtr<t-q-r. L Aa.f +-- errd.,L-€^ duwitlit f htS ?'.Ces5 5*5-t-irr is O.utu 1 t{rnd ct,itd LJcvrder. {ut /a F5or.1 "I- fic- fll ei<1 *. 'i f 5r, Qcus-1 T t:uzt 5o i^"(ri fc lr+,r* k-e(e-rca-d .Sr^cA C- ;^e"-t \r'tr*-, b.,.+ f 5r, f" )no,u f /t,,s<- u:ivtdr,^ .b,-.t flc...5, lz*. Q* S L'Jp\t, 0.,^t$ A tlrr* G1 f c ba uJor-Uh1 F t-i.er^1f h/1,, Lr,.- <t,ig f o* !A,,r<r. 6roi h l,'11 0i ct,t G// QiJs 1o* t-(",.f *1, *he )a.d, ,)cu,tK, "h) q f. c o'', Lo ul c v Li- l) ' q tuLtL-r J*tla*r,,J* BEFORE AFTER C:\Users\mharutyunyan\Desktop\DRAFT - Construction Procurement Policy 7-8-11.doc Home Repair Program Construction and Procurement Policy Construction and Bid Process The Neighborhood Revitalization Manager (NR Manager) will work with the subcontractor and property owner on the construction process of the program. The Neighborhood Revitalization Manager will take lead on case, and begin construction steps: • Coordinate property inspection appointment with property owner and contractor. • Inspect the property and work with owner to determine the repairs needed. • Take pictures of property and items of concern. • Ensure repairs requiring permits meet carbon monoxide and smoke alarm standard. • Write a scope of work and submit to Construction Committee for approval. • The NR Manager will ensure Historic Preservation and Appendix A reviews are completed before going forward with the project. • The NR Manager will set up a competitive bid process. During standard bidding, the NR Manager will schedule closed bid opportunity in Neighborly software, with a recommended 7 calendar day schedule and update case status to “Bidding in Progress”. • Upon completion of qualified bidding, the NR Manager will evaluate all bids for accuracy to Scope of Work and correct proposal of activities and render and complete a Bid Summary Report in Neighborly software. Completed report to be uploaded to ADMINISTRATION > Construction Documents > Bid Result Form in case • The NR Manager will make award based on Lowest Qualified Bid determination and will issue Notice to Proceed to winning contractor. The NR Manager will also provide a copy of the Bid Summary Report to all contractors that have submitted a bid. • Invitations to bid could also be emailed to participating contractors and should include: Scope of Work, Lead Based Paint Report, and property location/map. Invitations to bid are sent to participating and eligible contractors 1 week before the bid tour date (if executed). • (Optional) Depending upon the activity, and the method (in-house, volunteer, contractor) in how the work is completed, a Bid Tour may be required for cases that involve subcontracted activities to allow for fair bidding. Bid tours to be scheduled in Neighborly bidding interface. C:\Users\mharutyunyan\Desktop\DRAFT - Construction Procurement Policy 7-8-11.doc • The bid tour will be held at the designated residence with owner present. All contractors must be present and sign in during the bid tour, no exceptions will be made. Contractors arriving late to the bid tour may not be allowed to participate. The NR Manager will consider the number of contractors in attendance and the time the contractor arrived. The Scope of Work is read out loud with full explanation and all questions addressed. Any required addendums are sent to the attending contractors as soon as possible. • Cost Reasonableness will be determined by comparing the bids received with the cost estimate prepared by Neighborhood Revitalization Manager. Similar to the spec activities in the writeups, a cost estimate should accompany each activity. The NR Manager will develop an initial cost estimate that will be used as an initial benchmark for cost reasonableness and will be included in the project file. Additionally, Habitat will maintain a repository of costs for activities to monitor cost reasonableness, and to better forecast spending. The NR Manager will be responsible for establishing cost estimates and may establish these as a result of the following: A. Cost Estimates for internally performed activities For projects where Habitat will perform the activities, the cost estimate will be the result of time and materials. Estimated man hours have will be predetermined and reflected in the specifications. B. Cost Estimates for externally performed activities For projects where subcontractors will perform the activities, the preferred cost estimate approach will be the result of historical data/prices from previous projects. A copy of these cost comparisons will be available in the contractor master file. Guidelines for cost comparison for externally performed activities to include: - Minimum of 3 bid comparisons for homes/activities of similar sizes - Cost estimate forms must be performed every start of program year. - Bids that do not reflect a specification-specific approach will not be considered as a valid reference. - Cost reasonableness is determined by comparing the bids received with the cost estimate prepared by the preservation manager. Bids should be within 15% of the NR manager’s cost estimate, otherwise an explanation must be provided to the file for any bid selected exceeding 15% of the estimate. HFHGFA may cancel bids if they are determined to be unreasonable. • Statement of Work The Statement of Work (SOW) is a finalized version of the inspection writeup, factoring in cost estimates of the proposed activities and maximum cost allowance per project, and activity priorities based on health and safety guidelines. The SOW is the finalized document that is signed by homeowner stating the list of activities that will be addressed through the program. • Subcontractor Clearance and Notice to Proceed Upon completion of bidding, the NR Manager will review all bids for completeness and accuracy according to the write-up. A winning bid will be a combination of the lowest costs and materials & highest labor warranty. The NR Manager reserves the right to award the project to subcontractor of his/her C:\Users\mharutyunyan\Desktop\DRAFT - Construction Procurement Policy 7-8-11.doc choice when there are two (2) or more bid of equal amounts. The NR manager must document why the subcontractor was chosen when this occurs. A project start and finish date is estimated. The NR Manager must also confirm that the contractor’s compliance information is on file before the contract is signed. Projects most recently completed are inspected for quality of workmanship. Contractor information is re-verified before Homeowner and Contractor Agreements are executed and copies are included in project file. • The following information is submitted to Director of Compliance: o Scope of Work o Change Orders o Bid and Proposal o Cost Breakdown with contingency amount o Lead report from procured contractor for properties built on or before 1978 o Homeowner contract o Lead exemption report if built after 1979 o Lead pamphlet signature page for properties built before 1979 o Sub-contractor agreement o Inspection photos • Change Orders In addition to the Notice to Proceed, a system-generated Change Order form will be provided to the winning contractor. The NR Manager must have these documented in order to accept a change order. Homeowner must be informed of these changes should these changes affect visual components of the project. Local building code applies to all work, including changes. • Project Completion/Final Inspection/Homeowner Acceptance Upon completion of all activities stated in SOW, a final inspection of the work will be performed by the NR Manager. Workmanship, conformity to local code and adherence to all activities stated in SOW will be inspected. If work has been completed in accordance with SOW, homeowner will sign a Satisfaction Statement indicating that the work was performed in agreement to their expectations. • A Lead Hazard Finance Worksheet must be completed for all homes built prior to 1978. • The NR Manager shall provide contract that includes the Owner/Contractor Agreement, Final Scope, Payment Schedule, Closeout photos, Homeowner Satisfaction Statement, Color Selection Agreement and Change Orders if applicable. Copies of the signed contract and scope of work are given to the owner and contractor after signing. All owners must sign the contract documents. Payment requests become part of the contract. The Notice of Completion is added at completion of the project. C:\Users\mharutyunyan\Desktop\DRAFT - Construction Procurement Policy 7-8-11.doc • Inspections will be done at initial inspection, at time payment requests are made, and at project completion. The NR Manager will log inspection dates and pertinent conversations related to the project. • If there is any indication of a problem with the project, the NR Manager will maintain detailed notes of all conversations and visits to the project site. Immediately bring concerns of discontentment to the attention of Management with all available information to develop an immediate resolution. • Change orders must be approved by the NR Manager and signed by all parties before the contractor may proceed with construction of any change orders. • Verification of all permits issued for the project must be checked to ensure that the final inspections have been approved before the Notice of Completion is signed by the owner. • Payments will be made to Contractor for completed line items. Rehabilitation invoices must list the line items from the scope of work that are complete and should be paid within 35 days after project completion. There should be no “punch list” corrections for line items requested for payment. • Payments will be made to contractor for eligible expenses. Rehabilitation Invoices must list the line items from the scope of work that are 100% complete with no “punch list” corrections and passed inspection by the Housing Rehabilitation Specialist. Invoices are given to the Director of Construction for processing. • LBP Clearance Report is given to the property owner after the project is complete. The final clearance inspection report shall be given once all line items have been addressed. If the property does not pass the clearance inspection, the contractor is responsible to correct and pay the costs for an additional inspection. • Notice of Completion is signed when the project is 100% complete and inspected by the NR Manager. • Once the project has been completed and punch list items corrected if applicable, the contractor submits invoice for payment. The NR manager reviews and presents the request for payment to the Director of Construction for approval and processing. The owner must sign Homeowner Satisfaction Statement attached to the Final Scope of Work. NR Manager will ensure that a lead clearance test has been completed (if applicable) and process payment to contractor, lead assessor and ensure program budget is not exceeded. • Rehabilitation work is guaranteed for one year from the date of project completion. Owner is to contact the contractor for items of concern. Manufactured warranties shall be given to the owner by the contractor. • Rehabilitation file is given to Director of Compliance for closeout. • Disputes between the homeowner, contractor and HFHGFA may arise from time to time during the rehabilitation project. In those instances where a mutually C:\Users\mharutyunyan\Desktop\DRAFT - Construction Procurement Policy 7-8-11.doc satisfactory agreement cannot be reached between the parties, the following procedure will be followed. The Grievance Procedure will be made a part of the contract between the homeowner and the contractor. If there is a dispute: - The grievance by the homeowner or contractor is to be filed with the NR Manager in writing. - NR Manager will meet with the homeowner and contractor and attempt to negotiate a solution. - If the NR Manager is unable to negotiate a solution, the HFHGFA CEO or Operations Manager will intervene. • If these steps are unsuccessful, all claims or disputes between the owners and contractor arising out of or related to the work shall be decided by arbitration in accordance with the construction industry arbitration rules of the American Arbitration Association then obtaining, unless the parties mutually agree otherwise. • If the arbitrator’s award is in a sum which is less than that which was offered in settlement by the contractor, the arbitrator may award costs and attorney’s fees in favor of the contractor. If the award of the arbitrator is in a sum greater than that which was offered in settlement by the owners, the arbitrator may award costs and attorney’s fees in favor of the owner. The contract and the rehabilitation specifications, along with the housing code compliance inspection, provide the basic documentation by which the relative merits of any dispute will be judged. • Habitat GFA does not provide progress payments to our subcontractors as a majority of projects for bid do not extend past 30 days. Airborne Dust and Illness Control Plan HFHGFA Rehabilitation and Repair program should adhere to Lead Safe Housing Rule (24 CFR 35) pertaining to rehabilitation activities and their effects on housing rehabilitation programs. A detailed chapter can be found at https://www.kshs.org/preserve/pdfs/hud_interim_controlst.pdf The NR Manager will be determining the lead evaluation and hazard reduction; and ensure projects include the correct lead inspection/risk assessment report and address lead hazards identified in risk assessments: • Evaluate project to determine if the lead requirements apply • Calculate the amount of federal assistance to determine the level of evaluation and hazard reduction treatments 1. The amount of rehabilitation assistance is the lesser of two amounts 1. Hard costs from all sources per unit (exclude soft costs and lead hazard control) OR 2. Federal assistance per unit • Exterior repair or special purpose programs are not exempt from the rule C:\Users\mharutyunyan\Desktop\DRAFT - Construction Procurement Policy 7-8-11.doc • Lead Rules 1. < $5,000 per unit: 1. test surfaces to be disturbed (provide the scope of work to lead inspector) 2. repair surfaces disturbed during rehabilitation 3. lead-safe work practices 4. clearance 2. $5,000-$25,000 per unit: 1. test surfaces to be disturbed AND risk assessment of the entire house 2. interim controls 3. clearance Note: Risk assessment applies even if the program is for the exterior. If results indicate LBP hazards on the interior, interim control work of the interior hazards is required (add hazards to the scope of work). 1. >$25,000 per unit: 1. test surfaces to be disturbed AND risk assessment, abate all hazards. 2. Presume LBP 1. Not recommended 2. Hazard control measures are enhanced, and potentially much greater costs incurred as the level of assistance increases The following chart is a guidance on the required interim controls Self-Help Enterprises PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 2 of 5 Part A, Section 2: Mission Statement Please provide the organization’s mission statement within the below space: "Working together with low-income families to build and sustain healthy homes and communities." Part A, Section 3: Organizational Capacity and Management Please provide key personnel information for HUD-funded projects: Staff Name Title Years of Experience 1) Vacant Program Director 2) Melissa Valdez Manager/Loan Processor 13 Years 3) Matt Fultz Project Manager 15 Years 4) Gerardo Gomez Project Manager 23 Years 5) Christy Hodson Administrative Analyst 2 Years Board of Directors How often does your Board of Directors regularly meet? Once per month (Fourth Tuesday of each month) List current Board of Directors below: 1) Kayode Kadara, Chair 6) Olivia Gomez 2) Martha Renteria, Vice Char 7) Marvin Hansen 3) Richard Barron 8) Harold Liles 4) Pedro Gonzalez 9) Lupe Martinez 5) Tim Denton 10) Yolanda Meraz PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 3 of 5 Financial Management 1) Has an audit been performed on the proposing organization’s accounting procedures within the last two years? Yes No If yes, name of auditor: Price Paige & Co. 2) Is the agency audited every year? Yes No 3) Were any management letters issued as a result of the last audit? If yes, explain. N/A 4) Provide the name of staff responsible for your agency’s accounting system Name: David Ebenezer Title: Chief Financial Officer Phone/Email: 559-802-1602/ davide@selfhelpenterprises.org Authorized Signatories If your organization is selected for funding, signatures from persons bearing titles from each of the two lines below will be required by your organization. 1. Board Chair, President, or Vice President 2. Treasurer, Secretary, or Assistant Secretary If you will be unable to provide the two requested signatures or intend to otherwise deviate from the standard signature authority, please indicate the names and titles of the authorized signatories below and provide the names and titles of the person(s) authorized to execute agreements on behalf of your organization in your board- certified resolution. Authorized Signatory Name Authorized Signatory Title 1) 2) Board Resolution providing for the signature authority of persons to sign agreements on behalf of the entity is attached (required before a subrecipient agreement will be executed). To view the City’s policy regarding signature authority, including a sample signature page and sample certification, view Administrative Order 4-1 at: https://www.fresno.gov/personnel/human-resources-support/#tab-2 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 4 of 5 Part A, Section 4: Summary of Attached Applications: Provide number and total dollar amount of applications by Application Type  Homeless and Homelessness Prevention Programs Number of Applications Total Dollar Amount Requested $  Owner-Occupied Home Repair Number of Applications Total Dollar Amount Requested 1 $ 700,000.00  Public and Community Services Number of Applications Total Dollar Amount Requested $  Fair Housing Number of Applications Total Dollar Amount Requested $ = GRAND TOTAL Number of Applications Total Dollar Amount Requested 0 $ 0.00 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 5 of 5 Required Attachments to Part A Select all attachments included. Part A, Exhibit 1 – Organization’s U.S. Internal Revenue Service 501(c)(3) Determination of Exemption Letter (Required) Part A, Exhibit 2 – Organization’s Articles of Incorporation (Required) Part A, Exhibit 3 – Bylaws of the Organization (Required) Part A, Exhibit 4 – Statement and Designation by Foreign Corporation (when location of incorporation was outside of California) (Required of Out-of-State Corporations only) Part A, Exhibit 5 – List of Directors and Officers by Corporate Title and Name (Required) Part A, Exhibit 6 – Most Recent Audited Financial Statement (an IRS 990, Return of Organization Exempt from Income Tax, may be submitted in lieu of an audit whenever the organization lacks an audit due it not exceeding California and Federal audit thresholds). Part A, Exhibit 7 – Indirect Cost Rate Agreement with Federal Cognizant Agency (Required if applicant seeks to charge an indirect cost rate greater than 10 percent of modified total direct costs) Part A, Exhibit 8 – Resolution of the Board of the Directors Authorizing the Application and Naming the Persons Authorized to Sign the Application (Required; the Resolution must be submitted to the City by 4:00 PM, Friday, March 18, 2022) Page 1 of 33 FY 2023-2024 CONSOLIDATED NOFA PART B - APPLICATION OWNER OCCUPIED HOME REPAIR PROGRAMS Application Summary The City of Fresno invites eligible agencies/entities to submit applications for funding to implement Owner Occupied Home Repair Programs. The 2020-2024 Consolidated Plan prioritized the preservation and rehabilitation of existing affordable housing units. As such, applications are being accepted to implement owner-occupied home repair programs for lower income households utilizing Community Development Block Grant (CDBG) program funds. Activity Examples Only Senior Emergency Home Repair Program: Emergency repair program for income eligible owner-occupied seniors (62 and older) to address basic plumbing, electrical, heating and air conditioning. Minor Home Repair Program: Minor home repairs to address housing code violations and/or health and safety repairs for income eligible owner-occupied households. Roof Repair and Replacement Program: Replacement or repairs of existing roof leaks for income-eligible owner-occupied households. Water Heater Repair and Replacement Program: Water heater repairs or replacement of inoperable water heaters for income eligible owner-occupied households. Note: • This application is for providers of home repair programs for owner-occupied households only. o For any other facility improvement or rehabilitation project, please contact the City of Fresno Housing and Community Development Division at HCDD@fresno.gov or 559-621-8300 to discuss any available options for funding. o If you are a homeowner interested in learning more about existing home repair programs for homeowners with lower incomes, contact the City of Fresno Housing and Community Development Division at HCDD@fresno.gov or 559- 621-8300 FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 2 of 33 Application Submission Application Deadline January 27, 2023 by 4:00 PM Resolutions Authorizing Application Submission Deadline February 13, 2023 by 4:00 PM Application Delivery • Please submit an electronic version of your application by: Email HCDD@fresno.gov, or If your file is over 40 MB, please email HCDD@fresno.gov to receive a link for uploading large files (instructions in the Consolidated NOFA Handbook appendix) Hard copies of applications and authorizing resolutions are not requested or accepted. If assistance is required for digital submission, please reach out to the contact person listed below. We will email you within one business day of receipt to confirm application submission – if you do not receive a confirmation, please contact the relevant person. Contact Person • Erica Castaneda, Project Manager 559-621-8514 erica.castaneda@fresno.gov • General Inquiries Housing & Community Development Division | 559-621-8300 | HCDD@fresno.gov FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 3 of 33 Application Overview and Instructions The City of Fresno (City) Housing and Community Development division is accepting proposals from eligible organizations providing home repair services to low-income and special needs owner-occupied households. Funds to be used for this NOFA are from the U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) Program. A guide to program requirements is attached to the Consolidated NOFA Handbook. Instructions Applications have been designed to support a standardized method of evaluation for eligibility and consideration. Applicants are encouraged to carefully review their applications prior to submission to ensure all questions are complete and narrative attachments are included. Once the application is submitted, additional information will not be accepted. In the event additional clarification is needed, City staff will contact the agency. In most instances, applicants will have 24 hours to provide the additional clarifying information in order to be considered responsive. Prior to completing their applications, applicants should review the 2023-2024 Consolidated NOFA Handbook. The Handbook provides additional information regarding funding priorities, threshold eligibility requirements, applicant support options, and information on the timeline and process for application review and funding. An organization’s completed application includes one Part A (organizational information) and one or more Part B (application) including all relevant exhibits and attachments. • Applicants may provide as attachment a maximum of two, single-page letters of support. Additional pages beyond the maximum will not be reproduced. For this reason, applicants should select the two “best” support letters. • Rehabilitation projects can submit one (1) additional page of pictures. Additional pages beyond the maximum will not be reproduced. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 4 of 33 Evaluation Process Applications will be scored and ranked according to the below criteria. Category Points Qualified / Disqualified: • Does the applicant demonstrate how the proposal with one or more priorities outlined in the City of Fresno 2020-2024 Consolidated Plan? (If no, the application is disqualified.) • Are the proposed activities eligible under the applicable funding source? (If no in part or full, the application is disqualified in part or full.) • Are the proposed costs eligible under the applicable funding source? (if no in part or full, the application is disqualified in part or full.) • Is the applicant an established corporation chartered and in good standing with the State of California or a 501(c)(3) tax-exempt organization? (if no, the application is disqualified) • Does the applicant have established financial and management systems? (if no, the application is disqualified) • Does the organization have written program administration policies and procedures in place including financial management, conflict of interest, non-discrimination, equal opportunity, procurement, repair standards and LBP? (if no, the applicant is disqualified) • Has the applicant failed to meet any other threshold eligibility requirements in the accompanying 2023-2024 Consolidated NOFA Handbook? (If yes, the application is disqualified.) Qualified or Disqualified Organizational Capacity: • Does the organization have demonstrated success in administering a similar activity? (0 years = 0 points; 1 or more years = 5 points) • Is the experience and training of the proposed program/project/activity staff consistent with the needs of the proposed activity(s)? (10 points) • Does the agency have facilities consistent with the proposed program activities? (5 points) • Does the agency have any unresolved monitoring findings? (Up to -10) 20 FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 5 of 33 Category Points Quality of the Proposal / Alignment to Community Need: • To what extent does the proposal address unmet community needs? (Up to 10 points) • Does the proposal describe barriers to program participation, and how the activity addresses those barriers? (Up to 10 points) • Has the proposal clearly identified how it will address the needs of one or more of the following populations: domestic violence survivors, veterans, LGBTQ, deaf and hard-of-hearing, persons with access or functional needs, youth, victims of human trafficking, elderly (Up to 10 points) • Does the proposal describe how it will enable access to one or more priority objectives listed on page 5 (Up to 10 points) 40 Impact and Outcome: • Has the applicant described how the target population will be reached and assessed? (Up to 5 points) • Do the proposed program services match the needs of the population? (Up to 5 points) • Does the organization clearly articulate how the program activities were developed in consultation with the target population? (Up to 5 points) • Does the organization describe how their prior activities have resulted in meaningful impact? (Up to 5 points) 20 Cost Effectiveness / Leveraging: • Is the proposed budget consistent with the benefits provided? (Up to 15 points) • Will the proposed activity leverage additional funds that would otherwise not be available? (Up to 5 points) 20 Total Possible Points 100 FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 6 of 33 Insurance Requirements and Indemnification Agencies selected to deliver home repair programs will be required to meet insurance requirements as provided by the City of Fresno. The most current requirements are provided below. These Insurance requirements are subject to change based on specific aspects of program delivery. The actual insurance requirements will be the City’s requirements at the time of contract execution. Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2. The most current version of ISO *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. MINIMUM LIMITS OF INSURANCE SUBRECIPIENT, or any party the SUBRECIPIENT subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY: (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for 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. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 7 of 33 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. UMBRELLA OR EXCESS INSURANCE In the event SUBRECIPIENT 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 SUBRECIPIENT shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and SUBRECIPIENT 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 Insurance, and approved by, the CITY’s Risk Manager or designee. At the option of the CITY’s Risk Manager or designee, either: (i) The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects CITY, its officers, officials, employees, agents, and volunteers; or (ii) SUBRECIPIENT shall provide a financial guarantee, satisfactory to CITY’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall CITY be responsible for the payment of any deductibles or self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CITY, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds. SUBRECIPIENT shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 8 of 33 insurance company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85. 2. The coverage shall contain no special limitations on the scope of protection afforded to CITY, its officers, officials, employees, agents, and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured. 3. For any claims relating to this Agreement, SUBRECIPIENT’s insurance coverage shall be primary insurance with respect to the CITY, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, agents, and volunteers shall be excess of SUBRECIPIENT’s insurance and shall not contribute with it. SUBRECIPIENT shall establish primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13. The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: SUBRECIPIENT and its insurer shall waive any right of subrogation against CITY, its officers, officials, employees, agents, and volunteers. All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice by certified mail, return receipt requested, has been given to CITY. SUBRECIPIENT 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, SUBRECIPIENT 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, SUBRECIPIENT 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. The fact that insurance is obtained by SUBRECIPIENT shall not be deemed to release or diminish the liability of SUBRECIPIENT, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by SUBRECIPIENT. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of SUBRECIPIENT, its principals, officers, agents, employees, persons under the supervision of SUBRECIPIENT, vendors, suppliers, invitees, consultant, sub-consultant, subcontractors, or anyone employed directly or indirectly by any of them. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 9 of 33 SUBCONTRACTORS - If SUBRECIPIENT subcontracts any or all of the services to be performed under this Agreement, SUBRECIPIENT 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, SUBRECIPIENT will be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry. VERIFICATION OF COVERAGE SUBRECIPIENT 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-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, SUBRECIPIENT 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. Indemnification To the furthest extent allowed by law, SUBRECIPIENT 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) incurred by CITY, SUBRECIPIENT or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Agreement. SUBRECEIPIENT 'S obligations under the preceding sentence shall apply regardless of whether CITY or any of its officers, officials, employees, agents or volunteers are negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers. If SUBRECIPIENT should subcontract all or any portion of the work to be performed under this Agreement, SUBRECIPIENT 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. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 10 of 33 Summary of Federal Rules and Regulations Funded programs shall be administered in compliance with CDBG and/or HOME requirements and in a manner that meets CDBG 24 CFR 570 and HOME Final Rule at 24 CFR Part 92, as amended, federal regulations. Funded programs shall also be administered in compliance with all applicable City, State, and Federal guidelines including, but not limited to the following federal program requirements as now in effect and as may be amended from time to time: A. Records shall be maintained as required by the Federal regulations specified in 24 CFR 570.506 that are pertinent to the funded activities. Such records shall include but not be limited to: 1. A full description of each activity undertaken; 2. Records demonstrating each activity undertaken meets one of the National Objectives of the CDBG program; 3. Records required to determine the eligibility of activities; 4. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; 5. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; 6. Financial records as required by 24 CFR 84.21-28 as amended by 24 CFR 570.502, and 7. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. B. Uniform Administrative Requirements found in the U.S. federal regulations at 2 CFR Part 200. C. Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. D. All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it will be affected and the basis for settlement. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 11 of 33 E. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” F. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. G. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 12 of 33 dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. H. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. I. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). J. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201). K. Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government- wide Excluded Parties List System in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1986 Comp., p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235), “Debarment and Suspension.” The Excluded Parties List System in SAM contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. L. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award of $100,000 or more must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 13 of 33 obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. M. See §200.322 Procurement of recovered materials. N. Section 109 of the Housing and Community Development Act of 1974 requires that no person in the United States shall on the grounds of race, color, national origin, religion, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance made available pursuant to the Act. Section 109 also directs that the prohibitions against discrimination on the basis of age under the Age Discrimination Act and the prohibitions against discrimination on the basis of disability under Section 504 shall apply to programs or activities receiving Federal financial assistance under Title I programs. O. Equal Protection of the Laws for Faith-Based and Community Organizations as described in Executive Order 13279 and the implementing regulations at 41 CFR chapter 60. P. Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) and implementing regulations at 24 CFR part 135. Q. The Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851- 4856), and implementing regulations at part 35, subparts A, B, J, K, and R of this part apply. R. Certain newly legalized aliens, as described in 24 CFR part 49, are not eligible to apply for CDBG benefits, including financial assistance, public services, jobs and access to new or rehabilitated housing and other facilities made available with CDBG. Benefits do not include relocation services and payments to which persons displaced are entitled by law (24 CFR §570.613). S. A building or facility designed, constructed, or altered with CDBG funds governed by this Agreement that meets the definition of “residential structure” as defined in 24 CFR 40.2 or the definition of “building” as defined in 41 CFR 101-19.602(a) is subject to the requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157) and shall comply with the Uniform Federal Accessibility Standards (appendix A to 24 CFR part 40 for residential structures, and appendix A to 41 CFR part 101-19, subpart 101-19.6, for general type buildings). T. The Americans with Disabilities Act (42 U.S.C. 12131; 47 U.S.C. 155, 201, 218 and 225) (ADA) provides comprehensive civil rights to individuals with disabilities in the areas of employment, public accommodations, State and local government services, and telecommunications. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 14 of 33 U. Bonding and insurance requirements set forth in 24 CFR 84.31 and 84.48. Funded activities may also be required to carry sufficient insurance and bond coverage as determined by the Risk Management Division of the City of Fresno Personnel Services Department. V. Environmental Review (24 CFR 92.352) W. Section 504 of the Rehabilitation Act of 1973 X. Flood Disaster Protection Act of 1973 (42 U.S.C. 4001) Y. Income Determinations (24 CFR 92.203) Z. Conflict of Interest (24 CFR 570.611 & 24 CFR 92.356) AA. Accessibility Title III of the American with Disability Act of 1990 (ADA) BB. Affirmative Marketing (24 CFR 92.350 and 92.351) CC. Uniform Relocation Act (24 CFR 92.353 and 24 CFR 570.606) DD. Housing and Community Development Act of 1974 EE. Clean Water Requirements 33 USC 1251 FF. Civil Rights Requirements, 29 U.S.C. 623, 42 U.S.C. 2000, 42 U.S.C. 6102, 42 U.S.C 12112, 42 U.S.C. 12132, 49 U.S.C 5332, 29 C.F.R. Part 1630, 41 C.F.R. and Part 60 et seq. GG. Faith Based Activities (24 CFR 92.257) FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 15 of 33 FY 2023-2024 APPLICATION Owner Occupied Home Repair Programs 1. Project Summary Information – please complete the below summary information for the project/program. Project Name (10 words or less): Housing Rehab Amount Requested: $ 700,000.00 Provide a short description of the proposed program/activity. (1 to 3 sentences and must fit in the provided space). Execute emergency, minor, and substantial housing rehabilitation to remedy property maintenance, age, health and safety, and/or housing code issues of existing single- family residential units for low-income owner occupied households. Self-Help Enterprises staff will collaborate with homeowners and contractors to improve key building features including roofing, windows, and flooring, and property systems such as basic plumbing, electrical, cooling and/or security. The home repair and rehabilitation services are available to income eligible homeowners of single family residences located within City limits of Fresno. 2. Organizational Capacity a. Briefly describe how your organization’s prior activities have resulted in meaningful impact: Self-Help Enterprises’ (SHE) overall qualifications and ability to perform owner occupied home repair and rehabilitation services in the City of Fresno reside in considerable experience with CDBG, HOME, CalHome and BEGIN program administration and implementation. Self-Help Enterprises’ construction experience spans over 50 years of project completions, including the repair and rehabilitation of more than 6,800 homes. This prior experience gives SHE a familiarity with the housing stock, rehabilitation needs, and program operations for many San Joaquin Valley communities and the low-income beneficiaries. SHE boasts a successful record as a CDBG, HOME, CalHome and BEGIN contractor in the City of Fresno and the greater San Joaquin Valley region. The City’s owner occupied home repair and rehabilitation program will benefit from SHE’s experienced staff. In total, SHE has partnered with 43 different San Joaquin Valley local jurisdictions to implement housing rehabilitation programs, homebuyer programs, and/or new unit development type projects. Since 2018, SHE has partnered with the City of Fresno on the implementation of a home FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 16 of 33 repair program with CDBG funding. Under this program, SHE has completed 52 home repair projects that improved home features and systems for low-income homeowners at an average cost of about $21,163 per project. An additional 6 home repair projects are currently underway. SHE's staff will leverage this specific and overall experience and employ industry best practices when performing grant administration and completing home improvement projects. Working with SHE provides the City with highly skilled personnel that are easily accessible to the City and its residents. SHE has two office locations in the San Joaquin Valley, in Visalia and Madera respectively, to serve program participants and City Staff. Staff assigned to the City of Fresno are available to meet with the applicants and the City staff as needed. With a combined total of 40 years of experience, our loan staff is highly proficient in conducting applicant and property eligibility analysis, as well as loan-processing. The construction staff has over 35 years of combined construction experience. The total staff to be assigned to the City’s program has an average tenure of 15 years with SHE. Self-Help Enterprises' staff is prepared for a rapid start-up of all funded activities by promoting the available services and recruiting participants as necessary. As part of its subrecipient responsibilities, SHE will regularly communicate with all City staff during the implementation of the home repair an rehabilitation program. Many of SHE’s program and support staff are bilingual in Spanish and English, and interpreters are enlisted to assist participants who speak languages other than English and Spanish. Program marketing materials are distributed in multiple languages as needed. Self-Help Enterprises has extensive experience in grant writing for CDBG, HOME, and CalHOME housing rehabilitation and homebuyer programs, as well as public services and infrasturcure projects throughout eight counties in the San Joaquin Valley. SHE has prepared 532 successful grant applications for housing programs and services. Currently, Self-Help Enterprises is administering 32 CDBG, HOME, and CalHome funded Housing Rehabilitation and/or Homebuyer Assistance programs throughout communities in Fresno, Kern, Kings, Madera, Merced and Tulare Counties. In addition, SHE is also administering 23 CDBG CV Programs for both Subsistence Payments and Business Assistance in Merced, Fresno, Tulare, Kings and Kern Counties. Self-Help Enterprises staff is extremely knowledgeable about cost-effective management methods, has considerable fiscal experience, and has worked with many differenty types of financing programs including: -BEGIN -CalHome -Community Development Block Grant FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 17 of 33 -HOME Investment Partnership Program -Neighborhood Stabilization Program -HELP Program (Housing Enabled by Local Partnerships) USDA Housing Preservation Grants -USDA 502, 504, 514, 516 and 525 funds -USDA Household Water Well Systems Grant -CalHFA Financing -Bank financing -Low Income Housing Tax Credit Program -Local Early Action Planning (LEAP) -Permanent Local Housing Allocation (PLHA) -Parks Grants -State Water Resource Management Agency -CA Department of Drinking Water The 371 CDBG, 180 HOME and 81 CalHome funded programs implemented and administered by Self-Help Enterprises have been completed in a timely and cost- efficient fashion, in accordance with Department of Housing and Urban Development (HUD) and Department of Housing and Community Development (HCD) requirements, and free of negative audit findings. Self-Help Enterprises' construction experience includes the following construction completions from 1965 through November 2022: -She has repaired and rehabilitated 6,864 homes; -She has built 6,478 single family homes; -SHE has developed 2,099 multifamily units; and -SHE has aided community utility districts in providing 33,503 sewer and water connections throughout the Valley. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 18 of 33 b. Home Repair or Housing Rehabilitation Program Delivery Experience (select one) Continued operation of existing program active four or more years Four years of experience, but not active in last 12 months Less than four years of experience No active home repair or housing rehabilitation program experience If you identified Home Repair or Housing Rehabilitation Program Delivery Experience above, please indicate below if any of that experience utilized the following funding: CDBG Program Other State or Federal Grant Program (Specify: HOME, USDA HPG, CalHOME ) c. Does the organization have the following in place (check box if ‘yes’)? NOTE: These items will need to be submitted by the organization prior to the execution of the subrecipient agreement. Written policies and procedures for the proposed program (i.e. intake, eligibility, income, race & ethnicity, file management) Housing Repair Standards/Guide Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures Lead-Based Paint Certification (or able to contract with a Lead-Based Paint Consultant) d. Has the organization been subject to an A-133 audit in the last five fiscal years? If available, the organization will need to submit prior to the execution of the subrecipient agreement; If unavailable, the agency will need to submit its Federal 990 Exempt Organization Tax Return. Yes No FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 19 of 33 FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 20 of 33 3. Proposed Scope of Work a. Briefly describe the needs this proposal addresses, and how existing resources are insufficient to meet this need: The City's Owner-Occupied Rehab Program is designed to help maintain decent, safe and affordable housing for Fresno's low/maderate-income families. It helps homeowners, who are finacially unable to make the necessary repairs, bring their homes into compliance with the City's Building Code and Housing Quality Standards. The Owner-Occupied Rehab Program will provide neighborhood revitalization and spot repair of substandard units. Without the Owner-Occupied Rehab Program, low-income homeowners would be forced to use credit, or apply for high-interest personal loans, that could potentially put them at an extreme financial hardship. Low-income homeowners would also be forced to live in unhealthy and unsafe housing and potentially be forced from their homes. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 21 of 33 b. Beneficiaries Home Repair Programs are income restricted and benefit low-to moderate- income households. The below income limits are provided for reference; current HUD income limits for California, Fresno can always be found at: www.hudexchange.info/resource/5334/cdbg-income-limits/. Please acknowledge this restriction below: I acknowledge that the Home Repair Programs in this application are restricted to low- and moderate-income persons as defined by HUD. Current Annual Income limits Household Size 30% AMI 50% AMI 80% AMI 1 14,650 24,400 39,050 2 16,750 27,900 44,600 3 18,850 31,400 50,200 4 20,900 34,850 55,750 5 22,600 37,650 60,250 c. How many unduplicated housing units are planned to be addressed using the funding in this application? 15 housing units will be addressed using the funding in this application. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 22 of 33 d. Briefly describe the target population, how the project will meet the specific needs of the target population, and how the project will be marketed to the target population. Target propulation is low-income residents of City of Fresno. Self-Help Enterprises staff will collaborate with homeowners and contractors to improve key building features including roofing, windows, and flooring, and property systems such as basic plumbing, electrical, cooling and/or security. The home repair and rehabilitation services are available to income eligible homeowners of single family residences located within City limits. Marketing will be in a matter that will reach community, single-family home- owners and will be publicized in both english and spanish. Media will include flyers, brochures, door hangers, post-cards, newspaper ads, articles, public service announcements and social media. Fliers and brochures are distributed at local government buildings and other public offices, through the mail, as well as to community leaders, businessses and/or organizations that assist those not likely to apply without special outreach. Advertisements and articles are publised in newspapers that are widely circulated within the community. Targets for marketing will also include the local community organizations, service agencies, colleges and churches. e. How will program participants be identified, qualified, and prioritized in a way that addresses the greatest needs? Home repair grants are available to all income-eligible households within the City of Fresno. Although the program will not be directed to Racially/Ethnically Concentrated Areas of Poverty (RECAPs), priority will be given to applicants located in RECAPs. The Program Operator will utilize a waiting list. In response to a homeowner’s request, the homeowner is placed on the waiting list. Homeowners are offered the opportunity to qualify for assistance by waiting list priority (a first-come, first served basis). Assistance will be provided to eligible homeowners on a first-come, first served basis. Priority will be given to applicants who have not received prior assistance. f. The City’s Analysis of Impediments to Fair Housing Choice recommends that the City prioritize investments in areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs – see NOFA Handbook). Will this program be: FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 23 of 33 Offered Citywide Offered Citywide with an emphasis and affirmative marketing toward RECAPs Offered exclusively to residents of RECAPs FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 24 of 33 g. Relocation Compliance Permanent displacement will not be allowed under any of the above programs. If the project involves temporary relocation, a Relocation and Temporary Displacement Plan will need to be provided before execution of a subrecipient agreement. In addition, the budget will need to list any proposed temporary relocation cost. Please select the box below if this proposed activity involves temporary relocation of any persons. The proposed activity involves temporary relocation of one or more persons If the project involves temporary relocation, please indicate below how temporary relocation will be addressed: Owner-occupants are not eligible for temporary relocation benefits unless health and safety threats are determined to exist by SHE as the Subrecipient. In cases where relocation is determined to be necessary, assistance may be provided for actual costs incurred from the applicant's grant. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 25 of 33 h. Procurement Process If you have not attached a copy of the agency’s procurement policy, provide a narrative description of the planned process for procuring contractors/ subcontractors and construction-related professional and other services. Note: Submittal of the Procurement Policy and Procedures for City review and acceptance will be required prior to the execution of the subrecipient agreement. Procurement Policy is attached to this document, or; A narrative description of the organization’s procurement process is below: FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 26 of 33 Narrative description of Procurement Process (continued from previous page) FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 27 of 33 i. Detailed Narrative Description of Project/Program Provide a detailed description of the program model, identifying any anticipated challenges or limitations, and strategy and plan for mitigating or overcoming the challenges. Limit the description to the following two pages. Home repair grants are available to all income-eligible households within the City of Fresno. Although the program will not be directed to Racially/Ethnically Concentrated Areas of Poverty (RECAP), priortity will be given to applicants located in RECAPs. Self-Help Enterprises (SHE) will operate a Home Repair and Rehabilitation Program with the following services for owner-occupants with incomes below 80% of the County median income with properties within the city limits. Grants may be combined to meet the needs of a homeowner as long as location and income eligibility requirements are met, but may never exceed a total amount of $80,000. Substantial Housing Rehabilitation grants of up to $80,000 are available to income eligible owner-occupants within the City of Fresno limits. These grants are meant to assist eligible homeowners requiring repairs to and/or replacement of multiple home systems. The condition of the home systems (e.g., electrical, plumbing, heating and cooling, security) affect the household’s health, safety, and general well-being. Homeowners must be current with property taxes, have sufficient equity to secure the necessary loan/grant amount, and possess homeowner’s insurance. Credit worthiness criteria is not required. SHE estimates completing a total of two (2) substantial rehabilitation projects at cost of about $80,000 per project under the 2023 funding year if funded. SHE also proposes to completing a total of thirteen (13) Home Repair projects at an average cost of $36,000 per project with 2023 funding. The available home repair activites include: 1) repair and/or replace a major home feature that causes a homeowner to live without basic plumbing, elecrical, cooling or security that is impaired or absent; 2) to aid homeowners experiencig problems related to the enforcement of government codes, ordinances or other requirements; and 3) the identification and abatement of Lead Based Paint found in older single-family residential units (e.g., built prior to 1976) to remove the presence of lead based paint helath and safety concerns. Repairs may include replacement of damaged, deteriorated and otherwise unsuitable roofing and or siding that adversly affects the households's daily life and/or other property features, windows, repairs to electical and plumbing systems, sub-floor replacement, termite treatment, repair/replacement of doors and flooring, heating and colling systems and installation of modifications needed for those experiencing mobility disabilities. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 28 of 33 Detailed Narrative Description of Project/Program (Continued from previous page) Self-Help Enterprises anticipates the following challenges and/or limitations when implementing the Home Repair and Housing Rehabilitation Program: 1) identification and utilization of effective and inclusive marketing strategies; 2) applicants without homeowner’s insurance; 3) incomplete applications and eligibility determinations; 4) conflicts between homeowners and the contractors; and 5) processing delays due to timely completion of environmental reviews. 1) In collaboration with the City of Fresno, SHE will develop a marketing plan for the program services that leverages platforms and venues that reaches eligible households, particularly City of Fresno residents with protected characteristics. For example, marketing strategies and materials will satisfy language and accessibility needs. 2) SHE finds that particular homeowners with no mortgage and minimal financial means to complete home repairs often lack homeowners insurance simply because the cost to possess the proper insurance is considered too expensive. SHE will work with applicants to obtain reasonable homeowners insurance and develop a budget that allows them to maintain the coverage. When homeowners are unable to obtain coverage due to the home’s condition, SHE will work with insurance providers to ensure the necessary home repairs are completed to allow the homeowner to obtain coverage. 3) SHE finds that many interested and eligible homeowners struggle to complete the program application and gather the documents for their eligibility determination. In this scenario, SHE loan processors meet directly with the applicants to provide assistance with the application and build their understanding of the involved requirements and steps. Deadlines are in place to foster timely completion of each application and project. Participants whom fail to uphold communications, provide the required documentation, and follow through on expectations are terminated from the program and advised that they are able to return to the pool of interested persons if they so choose at a later date. 4) SHE finds that there is a potential for conflict between a homeowner and a licensed contractor. Setting and executing a work plan for a home repair or rehabilitation project involves considerable communication and relationship management. SHE addresses this situation by following a detailed process for contractor selection and by conducting periodic inspections. Homeowners are provided a list of eligible contractors that is made up of licensed contractors identified by both the homeowners and SHE. All identified licensed contractors are invited to bid on the project. SHE’s Rehab Specialist completes a thorough inspection of the home with the owner and compiles a list of desired improvements with their input. From which a final work plan is created that satisfies critical needs, the available budget, and time constraints. All selected contractors are invited to the bid tour with FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 29 of 33 the Rehab Specialist. Those in attendance are provided with a bid package that outlines all work to be completed and material specifications. Contractors are encouraged to ask questions and obtain clarification where necessary to ensure a fair bid process. Once bids are received, the Rehab Specialist will review all bids for completeness and cost reasonableness. Bids within 10% of the cost estimate will be presented to the homeowner for final selection. Prior to the selection, the homeowner is encouraged to speak with the contractor and seek references. When the homeowner selects an eligible contractor, a contract will be developed between the homeowner and the contractor. Before the execution of a contract, the Rehab Specialist will conduct a pre-construction conference with the homeowner and the contractor to discuss the project and build agreement on the scope of work and timeline for the project. The homeowner must sign off on all pay requests from the contractor. This signifies their agreement with the description of the completed work for which payment is being requested, as well as their satisfaction with said work. The Rehab Specialist will conduct inspections throughout the project to monitor that the materials meet specifications and the work meets professional craftsmenship and local building standards. At the time of project completion, a final walkthrough is carried out with the homeowner and the contractor to review the quality of work, materials, and other items. The homeowner will sign off on the contractor’s final payment at the conclusion of the walkthrough. It is the contractor’s responsibility to provide the homeowner with all warranty information, a review of system operations and ongoing maintenance, and the contact information for suppliers and subcontractors. 5) Over the past several years SHE has experienced significant delays in the processing of Environmental Reviews, which has caused project delays and homeowners to become fustrated and upset with the process due to the on going need to request new or current information as income documents become stale after 30 days, in turn this has resulted in duplication of work for SHE staff and increased cost to administer/implement the program. SHE understands that they cannot assume the City's environmental responsibilities; however, SHE staff are very well versed in conducting HUD environmental reviews for housing rehabilitation programs. This process has seemed to improve over the past several months with the City now outsourcing the historic review process to an outside consultant. SHE hopes through continued open communication that we may be able to further support the City in expiditing the review and approval of Historic Preservation Reviews and final Envonrmental Review Reports in a timely manner. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 30 of 33 4. Project/Program Budget a. Proposed Form of Assistance to Beneficiary Requested: Grant Forgivable Loan Loan, below-market interest rate If a loan is proposed, please provide the loan terms requested: If a loan is provided, does the applicant propose to maintain the loan repayments within the proposed program? Yes No b. The City is interested in applicants that can deploy activities in a timely manner (18 months) while balancing the need to maintain high standards of program delivery. Please propose how you will address this need. Given that we have maintained an ongoing program with a waitlist, we strive to depoly activities within the 18 month timeframe and have developed processes that allow us to do so; however until the outsourcing to an outside consultant, the timely approvals of environmental reviews continued to delay projects often requiring double the work. We hope that the current process continues to aid the City in ensuring that the Historic Review process is handled much more efficiently. FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 31 of 33 c. List of Funding Sources Provide all planned funding anticipated/ committed for this activity for FY 2023- 2024. If the organization has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date N/A N/A N/A N/A N/A FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 32 of 33 d. Activity Budget Summary Please complete Exhibit A – Operating Budget Summary. The above referenced Budget worksheet is available in Excel format at www.fresno.gov/housing under the ‘Notice of Funding Available’ tab. Limitations to the use of CDBG funds Prior to completing the Activity Budget Summary Form, review the following limitations to the use of CDBG funds. • A proposal budget that includes rehabilitation and service costs should identify those costs separately. • City CDBG funds may be used to pay for that portion of the total cost of any audit required by OMB A-133 that represents the amount of City CDBG funds audited as a percentage of total funds audited. • The following costs are not allowable: bad debts; contingencies; contributions and donations; entertainment costs (including meals for social events and awards/graduation banquets); gifts or incentive awards to individuals; fines and penalties resulting from violations of or non- compliance with Federal, State, and Local laws; interest on borrowed capital; fundraising; investment management. Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY Optional Additional Exhibits: EXHIBIT – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT B – PROCUREMENT POLICY FY23-24 Consolidated NOFA Part B Application – Owner Occupied Home Repair Program Page 33 of 33 Exhibit A: Operating Project Budget Summary (or, submit via Excel) Budgeted Position (Personnel) or Category (Operations) City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position, add additional rows as needed) Direct Service Personnel (enter position titles): Administrative Personnel (enter position titles): TOTAL PERSONNEL BUDGET $ $ $ $ $ $ $ $ $ Other Direct Costs (Include only costs that are direct; indirect costs are covered under the Indirect Cost Rate) TOTAL OTHER DIRECT COSTS $ $ $ $ $ $ $ INDIRECT COSTS* (Select 1 indirect rate Only) Approved Indirect Cost Rate De minimus 10 % Rate TOTAL INDIRECT COST BUDGET $ $ $ $ $ $ $ PROGRAM EXPENSE BUDGET Assistance to Beneficiaries TOTAL PROJECT BUDGET $ $ $ $ $ $ $ $ $ *An approved indirect cost rate must be applied to the base identified in the agreement with the federal cognizant agency. Per 2 CFR 200.414, any non-federal entity that does not have a current negotiated rate may elect to charge a de minimis rate of 10% of Modified Total Direct Costs (defined in 2 CFR 200.68). 024792 IRS Department of the Treasury Internal Revenue Service P.O. Box 2508 Cincinnati OH 45201 SELF HELP ENTERPRISES PO BOX 6520 VISALIA CA 93290 Employer ID number: 94-1592676 Form 990 required: Yes Dear Taxpayer: In reply refer to: 0248230137 May 28, 2021 LTR 4168C 0 94-1592676 000000 00 00010737 BODC: TE We're responding to your request dated May 20, 2021, about your tax-exempt status. We issued you a determination letter in April 1965, recognizing you as tax-exempt under Internal Revenue Code (IRC) Section 501(c) (3). We also show you're not a private foundation as defined under IRC Section 509(a) because you're described in IRC Sections 509(a)(1) and 170(b)(1)(A)(vi). Donors can deduct contributions they make to you as provided in IRC Section 170. You're also qualified to receive tax deductible bequests, legacies, devises, transfers, or gifts under IRC Sections 2055, 2106, and 2522. In the heading of this letter, we indicated whether you must file an annual information return. If you're required to file a return, you must file one of the following by the 15th day of the 5th month after the end of your annual accounting period: - Form 990, Return of Organization Exempt From Income Tax - Form 990EZ, Short Form Return of Organization Exempt From Income Tax - Form 990-N, Electronic Notice (e -Postcard) for Tax -Exempt Organizations Not Required to File Form 990 or Form 990-EZ - Form 990-PF, Return of Private Foundation or Section 4947(a)(1) Trust Treated as Private Foundation According to IRC Section 6033(j), if you don't file a required annual information return or notice for 3 consecutive years, we'll revoke your tax-exempt status on the due date of the 3rd required return or notice. You can get IRS forms or publications you need from our website at www.irs.gov/forms-pubs or by calling 800-TAX -FORM (800-829-3676). If you have questions, call 877-829-5500 between 8 a.m. and 5 p.m., 0248230137 May 28, 2021 LTR 4168C 0 94-1592676 000000 00 00010738 SELF HELP ENTERPRISES PO BOX 6520 VISALIA CA 93290 local time, Monday through Friday (Alaska and Hawaii follow Pacific time). Thank you for your cooperation. Sincerely yours, Warren R. Burton, Operations Mgr Accounts Management Operations 1 CONSOLIDATED FINANCIAL STATEMENTS WITH SUPPLEMENTARY INFORMATION FOR THE YEARS ENDED JUNE 30, 2021 AND 2020 SELF-HELP ENTERPRISES CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 TABLE OF CONTENTS Page INDEPENDENT AUDITOR’S REPORT .......................................................................................................1 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Statements of Financial Position .....................................................................................3 Consolidated Statements of Activities ...................................................................................................4 Consolidated Statements of Functional Expenses ................................................................................5 Consolidated Statements of Cash Flows ..............................................................................................6 Notes to the Consolidated Financial Statements ..................................................................................7 SUPPLEMENTARY INFORMATION Independent Auditor’s Report on Supplementary Information ............................................................43 Consolidating Statement of Financial Position ....................................................................................45 Consolidating Statement of Activities ..................................................................................................46 Consolidating Statement of Cash Flows .............................................................................................47 Combining Statement of Financial Position .........................................................................................48 Combining Statement of Activities .......................................................................................................49 Schedule of Construction Activity ........................................................................................................50 SINGLE AUDIT Schedule of Expenditures of Federal Awards .....................................................................................53 Notes to Schedule of Expenditures of Federal Awards .......................................................................54 Schedule of Expenditures of State Awards .........................................................................................55 OTHER INDEPENDENT AUDITOR’S REPORTS Independent Auditor’s Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards ............................................................................57 Independent Auditor’s Report on Compliance for Each Major Program and on Internal Control Over Compliance Required by the Uniform Guidance ........................................................................................................................59 SCHEDULE OF FINDINGS AND QUESTIONED COSTS ........................................................................61 SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS ...........................................................................62 1 INDEPENDENT AUDITOR’S REPORT To the Board of Directors of Self-Help Enterprises Visalia, California Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Self-Help Enterprises (the “Organization”), a nonprofit corporation, and its wholly-owned subsidiaries, which comprise the consolidated statements of financial position as of June 30, 2021, and the related consolidated statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the consolidated financial statements. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We did not audit the financial statements of Self-Help Communities I, LLC, Nueva Sierra Vista Associates, Caliente Creek Partners, Casitas Del Sol Partners, Villa Santa Guadalupe Partners, Cottonwood Creek Partners, Goshen Village Partners, Rolling Hills Partners, Sunrise Villa Partners, and Villa Hermosa Partners, wholly-owned subsidiaries. Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for those subsidiaries, is based solely on the reports of the other auditors. Together, the aforementioned subsidiaries’ financial statements increased assets by $27,073,300, liabilities by $23,342,303, net assets by $3,730,997, revenues and support by $5,067,167, expenses by $6,882,143 and decreased changes in net assets by $1,525,698. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Organization’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Organization’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 2 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, based on our audit and the reports of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Self-Help Enterprises and its wholly-owned subsidiaries as of June 30, 2021, and the changes in its consolidated net assets and its consolidated cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Report on Summarized Comparative Information We have previously audited the Organization’s 2020 consolidated financial statements, and we expressed an unmodified audit opinion on those audited consolidated financial statements in our report dated October 26, 2020. In our opinion, the summarized comparative information presented herein as of and for the year ended June 30, 2020 is consistent, in all material respects, with the audited consolidated financial statements from which it has been derived. Other Matters Other Information Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The accompanying schedule of expenditures of federal and non-federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards are presented for purposes of additional analysis and are not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the consolidated financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated October 25, 2021, on our consideration of the Organization’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing, of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Organization’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Organization’s internal control over financial reporting and compliance. Clovis, California October 25, 2021 See Independent Auditor’s Report and Notes to the Consolidated Financial Statements. 3 SELF-HELP ENTERPRISES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION JUNE 30, 2021 AND 2020 2021 2020 ASSETS Current assets: Cash and cash equivalents 7,717,305$ 13,721,262$ Accounts receivable 5,699,337 5,047,501 Securities (at fair value)5,353,008 5,878,592 Grants receivable 6,044,715 3,241,974 Interest receivable 220,504 113,234 Notes receivable - current portion 1,730,943 2,884,306 Prepaids and deposits 730,317 593,924 Construction funds receivable 653,290 77,955 Construction in progress 14,575,307 10,962,811 Total current assets 42,724,726 42,521,559 Other assets: Notes receivable net of current portion 32,541,993 26,495,953 Investment in affiliates 2,503,292 1,330,771 Investment in affiliates at fair value 213,307 121,975 Restricted cash 6,740,486 4,378,121 Impound/reserve accounts 4,179,854 4,160,211 Intangible assets, net 282,934 282,934 Land held for development 10,866,576 12,187,259 Total other assets 57,328,442 48,957,224 Property, plant and equipment, net 32,996,654 34,270,009 Total assets 133,049,822$ 125,748,792$ LIABILITIES AND NET ASSETS Current liabilities: Notes payable - current portion 3,137,051$ 3,055,915$ Accounts payable and accrued expenses 4,849,980 4,374,335 Deferred grants 6,786,483 5,103,787 Total current liabilities 14,773,514 12,534,037 Long term liabilities: Deferred loans 20,202,737 19,267,258 Other long-term payables 2,315,615 2,153,540 Accrued interest payable - deferred notes 8,298,818 7,862,553 Notes payable net of current portion 34,687,342 36,587,513 Total liabilities 80,278,026 78,404,901 Net assets: Net assets without donor restrictions 48,825,539 43,348,197 Net assets with donor restrictions 3,946,257 3,995,694 Total net assets 52,771,796 47,343,891 Total liabilities and net assets 133,049,822$ 125,748,792$ See Independent Auditor’s Report and Notes to the Consolidated Financial Statements. 4 SELF-HELP ENTERPRISES CONSOLIDATED STATEMENTS OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2021 (With Summarized Financial Information for 2020) Without With 2021 2020 Donor Restrictions Donor Restrictions Total Total Revenues, gains and other support Grants 13,953,241$ -$ 13,953,241$ 10,781,894$ Contract income 4,987,309 - 4,987,309 5,017,699 Interest income 283,560 6,416 289,976 244,395 Investment gains 712,147 4,825 716,972 (77,361) Land/development sales 5,391,822 - 5,391,822 3,728,643 Developer fees 3,656,690 3,656,690 3,926,829 Contributions 1,084,780 29,947 1,114,727 741,846 Earned loan forgiveness 1,684,700 - 1,684,700 - Other income 464,196 - 464,196 1,607,181 Rental income 6,972,554 - 6,972,554 5,857,125 Total revenues, gains and other support before net assets released from restrictions 39,190,999 41,188 39,232,187 31,828,251 Net assets released from restrictions 90,625 (90,625) - - Total revenues, gains and other support after net assets released from restrictions 39,281,624 (49,437) 39,232,187 31,828,251 Expenses Program services 31,959,558 - 31,959,558 28,173,941 Supporting services 1,833,422 - 1,833,422 1,534,729 Fundraising 11,302 - 11,302 10,987 Total expenses 33,804,282 - 33,804,282 29,719,657 Increase (decrease) in net assets 5,477,342 (49,437) 5,427,905 2,108,594 Net assets, beginning of year - reclassified 43,348,197 3,995,694 47,343,891 41,221,089 Contributed Capital - - - 4,039,208 Distribution of Capital - - - (25,000) Net assets, end of year 48,825,539$ 3,946,257$ 52,771,796$ 47,343,891$ See Independent Auditor’s Report and Notes to the Consolidated Financial Statements. 5 SELF-HELP ENTERPRISES CONSOLIDATED STATEMENTS OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED JUNE 30, 2021 (With Summarized Financial Information for 2020) Program General &2021 2020 Services Administrative Fundraising Expenses Expenses Salaries and fringe benefits 10,874,584$ 1,647,547$ 5,265$ 12,527,396$ 10,613,266$ Contract services 1,314,955 54,675 14 1,369,644 1,065,933 Travel 248,306 2,724 2 251,032 311,352 Space 2,345,280 21,498 80 2,366,858 2,133,346 Depreciation 2,406,335 12,019 56 2,418,410 2,145,579 Equipment rent/lease/purchase 191,572 26,416 534 218,522 268,564 Telephone 152,798 10,913 29 163,740 147,207 Insurance 466,844 43,090 55 509,989 416,077 Supplies 114,863 3,714 2,354 120,931 141,574 Postage 30,072 1,794 6 31,872 33,918 Project costs 7,425,644 - - 7,425,644 7,654,566 Participant financing 93,361 - - 93,361 79,501 Interest expense 814,978 - - 814,978 625,446 Cost of sales 4,326,040 - - 4,326,040 3,303,203 Other costs 1,058,553 9,032 2,907 1,070,492 618,163 Reserve expenses 95,373 - - 95,373 161,962 Total expenses 31,959,558$ 1,833,422$ 11,302$ 33,804,282$ 29,719,657$ See Independent Auditor’s Report and Notes to the Consolidated Financial Statements. 6 SELF-HELP ENTERPRISES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2021 AND 2020 2021 2020 Cash flows from operating activities: Increase (decrease) in net assets 5,427,905$ 2,108,594$ Adjustments to reconcile increase in net assets to net cash from operating activities: Depreciation 2,418,410 2,145,579 Unrealized (gain) loss on marketable securities (716,972) 77,361 Unrealized gain on investments in affiliates (1,263,853) (25,908) Earned loan forgiveness (1,684,700) - Recovery of impairment loss (313,600) - Changes in operating assets and liabilities: Accounts and grants receivable (3,748,172) (988,570) Prepaid expenses and other assets (136,393) (99,643) Impound/reserve accounts (112,214) (530,623) Construction fund receivables, loans and grants (575,335) (65,626) Construction-in-progress (2,291,813) (4,834,105) Accounts payable, accrued interest and expenses 1,098,235 1,358,317 Construction fund payable, loans and grants 2,780,250 2,996,607 Net cash provided by operating activities 881,748 2,141,983 Cash flows from investing activities: Payments for purchases of property, plant and equipment (831,455) (3,190,673) Advances on notes receivable (9,558,019) (10,426,653) Payments received on notes receivable 4,231,949 7,201,066 Deposits to reserves 187,945 190,554 Cash from consolidation of subsidiary - 65,171 Withdrawals from reserves (95,374) (161,962) Purchases of marketable securities (1,677,585) (3,949,098) Sales of marketable securities 2,920,141 3,784,592 Net cash used in investing activities (4,822,398) (6,487,003) Cash flows from financing activities: Proceeds from borrowing on long-term debt 2,303,922 9,471,912 Principal payments on long-term debt (2,004,864) (812,989) Proceeds from line of credit 750,000 500,000 Payments on line of credit (750,000) (500,000) Net cash provided by financing activities 299,058 8,658,923 Net increase (decrease) in cash and cash equivalents (3,641,592) 4,313,903 Cash and cash equivalents, beginning of year 18,099,383 13,785,480 Cash and cash equivalents, end of year 14,457,791$ 18,099,383$ Reconciliation to consolidated statement of financial position: Unrestricted cash and cash equivalents 7,717,305$ 13,721,262$ Restricted cash and cash equivalents 6,740,486 4,378,121 Total reconciliation to consolidated statement of financial position 14,457,791$ 18,099,383$ Supplemental disclosure of cash payments for: Interest 373,275$ 231,035$ Supplemental cash flow activities related to acquisitions of wholly-owned subsidiaries: Cash and cash equivalents -$ 90,171$ Accounts receivable - 1,111 Impound accounts - 516,046 Prepaid expenses - 38,467 Intangible assets - 152,500 Property, plant, and equipment - 7,174,058 Accounts payable and accrued expenses - (210,059) Accrued interest - (947,048) Long-term debt - (2,776,038) Contributed capital - (4,039,208) Total -$ -$ SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 7 NOTE 1 – NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Activities Self-Help Enterprises (the “Organization”) is a nonprofit corporation organized in 1965. The Organization was formed for the purpose of improving the living conditions of low-income residents of the San Joaquin Valley (the “Valley”) of Central California. The Organization is dedicated to the belief that a decent, safe, secure, and healthy home is a basic building block of family, neighborhood and community. To this end, the Organization is committed to the creation of affordable housing, preservation of affordable housing stock, and improvement of existing housing affordable to low-income Valley households. The Organization also assists communities in meeting basic infrastructure needs, such as safe drinking water. The Organization’s “self-help” approach encourages the participation of low-income individuals in direct services, decision-making, and developing skills for self-sufficiency. It is the philosophy of the Organization to work with, rather than for, these individuals and their communities to complement local efforts to meet their housing and related needs. The Organization provides technical assistance and supervision to low-income families as they build their own homes, oversees the rehabilitation or purchase of existing homes for low-income families, assists small and rural communities in obtaining or improving water and sewer services, develops multifamily rental housing projects for farm workers and other low-income families, provides assistance to first-time homebuyers and serves our communities in other outreach activities around emergency preparedness and leadership development. New Accounting Pronouncement In May 2014, the FASB issued guidance (Accounting Standards Codification [ASC] 606, Revenue from Contracts with Customers) which provides a five-step analysis of contracts to determine when and how revenue is recognized and replaces most existing revenue recognition guidance in U.S. generally accepted accounting principles. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. ASC 606 is effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Organization adopted ASC 606 with a date of the initial application of July 1, 2020. The Organization applied ASC 606 using the cumulative effect method, which resulted in recognizing the cumulative effect of initially applying the new guidance as an adjustment to the opening balance of retained earnings at July 1, 2020. The details of the significant changes and quantitative impact of the changes are discussed below. As part of the adoption of ASC 606, the Organization elected to use the following transition practical expedients: (1) all contract modifications that occurred prior to the date of initial application when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price have been reflected in the aggregate; and (2) ASC 606 is applied only to contracts that are not completed at the initial date of application. Because contract modifications are minimal, there is not a significant impact as a result of electing these practical expedients. There were no significant changes that resulted from the adoption of ASC 606. The adoption of the new accounting policy did not have a significant impact on net income, and therefore, there was no adjustment to the opening balance of net assets. The Organization does not expect the adoption of the new revenue standard to have a material impact on its net income on an ongoing basis. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 8 NOTE 1 – NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Basis of Presentation The financial statements of the Organization have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”), which requires Habitat to report information regarding its financial position and activities according to the following net asset classifications: Net assets without donor restrictions – Net assets that are not subject to donor – imposed restrictions and may be expended for any purpose in performing the primary objectives of the Organization. These net assets may be used at the discretion of the Organization’s management and Board of Directors. Net assets with donor restrictions – Net assets subject to stipulations imposed by donors and grantors. Some donor restrictions are temporary in nature; those restrictions will be met by actions of the Organization or the passage of time. Other donor restrictions are perpetual in nature, whereby the donor has stipulated the funds be maintained in perpetuity. Method of Accounting The Organization uses the accrual basis method of accounting in accordance with accounting principles generally accepted in the United States of America. Principles of Consolidation The consolidated financial statements include the accounts of Self-Help Enterprises; North Park Apartment Housing Corporation; Self-Help Communities I, LLC; Nueva Sierra Vista Associates; Caliente Creek Partners; Casitas Del Sol Partners; Villa De Guadalupe Partners; Cottonwood Creek Partners; Goshen Village Partners; Rolling Hills Partners; SHE-TSH, LLC; Sunrise Villa Partners; and Villa Hermosa Partners. All significant interrelated items and transactions have been eliminated in the consolidation. North Park Apartment Housing Corporation (“North Park”) is a nonprofit corporation controlled by Self-Help Enterprises. The corporation is exempt from income taxes under Internal Revenue Service Code 501(c)(3) and section 23701(d) of the State of California Corporations Code. North Park operates North Park Apartments, a 104-unit low-income apartment complex located in Oildale, California. The acquisition and rehabilitation of the apartment complex was facilitated by the Organization under the Low-Income Housing Preservation and Resident Home Ownership Act of 1990. Self-Help Communities I, LLC (“SHC I”) is a California limited liability company, the sole member of which is Self-Help Enterprises. SHC I owns and operates Gateway Village, a 48-unit affordable housing complex located in Modesto, California; Strawberry Street Apartments, a 5-unit affordable apartment complex located in Visalia, California; Encina Apartments, a 6-unit affordable housing complex located in Visalia, California; Dinuba Manor, a 24-unit affordable housing complex located in Dinuba, California; and Woodlake Townhomes, an 11-unit affordable apartment complex located in Woodlake, California. As a limited liability company, the member’s liability is limited to its investment. SHC I will exist in perpetuity unless otherwise dissolved pursuant to the operating agreement. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 9 NOTE 1 – NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Principles of Consolidation (Continued) Nueva Sierra Vista Associates is a partnership wholly-owned by Self-Help Enterprises. Nueva Sierra Vista Corporation, a wholly-owned corporation, is the managing general partner, and SHE-CEF I, Inc., also a wholly- owned corporation, is the limited partner. The partnership owns and operates Nueva Sierra Vista, a 35-unit affordable housing community in Richgrove, California. Villa Hermosa Partners and Sunrise Villa Partners are partnerships wholly-owned by Self-Help Enterprises, SHE-CEF I, Inc. is the limited partner, and Almond Court, Inc. (“ACI”), a corporation owned by Self-Help Enterprises, is the general partner. Villa Hermosa Partners owns and operates a 40-unit affordable housing community in Wasco, California. Sunrise Villa Partners owns and operates a 44-unit affordable housing community in Wasco, California. Caliente Creek Partners is wholly-owned by Self-Help Enterprises. SHE-CEF I, Inc. is the general partner and ACI is the limited partner. Caliente Creek Partners owns and operates a 46-unit affordable housing community in Arvin, California. Casitas Del Sol Partners and Cottonwood Creek Partners are partnerships wholly-owned by Self-Help Enterprises. SHE-CEF I, Inc. is the general partner and Villa Santa Guadalupe Corp is the limited partner. Casitas Del Sol Partners owns and operates a 36-unit affordable community in Livingston, California. Cottonwood Creek Partners owns and operates a 40-unit affordable housing community in Madera, California. Villa Santa Guadalupe Partners is a partnership wholly-owned by Self-Help Enterprises. The general partner is Villa Santa Guadalupe Corp and SHE-CEF I, Inc. is the limited partner. Villa Santa Guadalupe Partners owns and operates a 60-unit affordable housing community in Cutler, California. Goshen Village Partners and Rolling Hills Partners are partnerships wholly-owned by Self-Help Enterprises. ACI, is the limited partner, and SHE-CEF-1, Inc., is the general partner. Goshen Village Partners owns and operates a 64-unit affordable housing community in Goshen, California. Rolling Hills Partners owns and operates a 52-unit affordable housing community in Newman, California. Personal Assets and Liabilities and Partners’/Members’ Salaries In accordance with the generally accepted method of presenting partnership and limited liability company financial statements in the United States of America, the consolidated financial statements do not include the personal assets and liabilities of the partners or members, including their obligation for income taxes on the distributive shares of net income of the Organization, nor any provision for income tax expense. Guaranteed Payments to Partners/Members Guaranteed payments to partners or members that are intended as compensation for services rendered are accounted for as expenses rather than as allocations of partnership or limited liability company net income. Guaranteed payments that are intended as payments of interest on capital accounts are not accounted for as expense of the partnership or limited liability company, but rather as a part of the allocation of net income. There were no guaranteed payments made during the years ended June 30, 2021 and 2020. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 10 NOTE 1 – NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Revenue Recognition Grant revenues are recognized when the related grant expenditure is incurred. Contract revenues are recognized as earned or when services are performed. All leases are classified as operating leases and are recognized on a straight-line basis over the terms or the related leases. Revenues from sales of homes are recognized when sales are closed and title passes to the new homeowner. Revenues from the sales of land are recognized when title passes and collectability of the receivable is reasonably assured. The Organization has elected to recognize what was previously considered to be “grants” as contributions with conditions and retain the label of “grants” in these consolidated financial statements under FASB No. 2018-08 ASU. These are contributions with conditions that are required to be met in order to earn and recognize the associated revenue. Contributions Contributions received are measured at fair value and recorded as revenues or gains in the period received, or as assets, depending on the form of benefits received. Contributions received include not only unconditional receipts of cash or other assets, but also unconditional promises to make contributions. Contributions are reported as either with donor restrictions, or without donor restrictions, based on the donor’s imposed restrictions or conditions. Contributions with donor-imposed restrictions are reported as restricted support; however, if those donor restrictions are met in the same reporting period, the contributions are reported as without donor restrictions. Cash and Equivalents For purposes of reporting in the statement of cash flows, the Organization considers all cash accounts and all highly liquid debt instruments purchased with an original maturity of twelve (12) months or less to be cash equivalents. Grants and Accounts Receivable The Organization utilizes the allowance method of accounting for reporting uncollectible or doubtful accounts. Management determines the allowance for doubtful accounts based on an analysis of specific customers, taking into consideration the age of past due accounts and an assessment of the customer’s ability to pay. At June 30, 2021 and 2020, management considered all accounts to be fully collectible and, therefore, no allowance was recorded in the accompanying consolidated financial statements. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received. All accounts receivable are non-interest bearing. The Organization grants credit to its customers, substantially all of which are government agencies (federal, state, and local), and generally requires no collateral from its customers. Notes Receivable and Allowance for Losses Notes receivable are stated at unpaid principal balances, less an allowance for loan losses. Interest on loans is recognized over the term of the loan and is calculated using the simple-interest method on principal amounts outstanding. The allowance is increased by charges to income and decreased by charge-offs (net of recoveries). Management’s periodic evaluation of the adequacy of the allowance is based on adverse situations that may affect the borrower’s ability to repay and current economic conditions. Loans are placed on non- accrual status when management believes that the loans are impaired or collection of interest is doubtful. Interest income generally is not recognized on specific impaired loans unless the likelihood of further loss is remote. Interest income on impaired loans is recognized only to the extent of interest payments received. At June 30, 2021 and 2020, management has determined no allowance for losses is necessary. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 11 NOTE 1 – NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Investments in Marketable Securities Investments in marketable securities consist primarily of equity securities and are recorded at fair value. The fair values of equity securities are determined by closing prices on the last day of the fiscal year as published by the markets in which the securities are traded. Fair Value Fair value defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. See Note 3 for a further discussion of assets measured at fair value. Investments in Affiliates – At Cost The Organization accounts for its investments in affiliates, in which the Organization is the general partner in various limited partnerships that may own and operate low-income housing projects using the cost method of accounting. The Organization has determined the cost method is appropriate as the general partner only has a 0.01% interest in the underlying limited partnerships and each of the limited partnerships has an administrative limited partner who oversees the management of that limited partnership including: establishing the compensation of the general partner, oversight and approval of the budgeting process, and approval of any additional debt and reserve expenditures. These substantive participating rights of the administrative limited partner effectively removes the Organization from ‘control’ of the limited partnerships and eliminates the requirement under accounting principles generally accepted in the United States of America to consolidate the limited partnerships. Entities accounted for as affiliates under the cost method of accounting, and their underlying limited partnerships and related projects, as of June 30, 2021 are: Affiliates Projects and Limited Partnerships SHE-CEF I, Inc.Villa Del Rey Partners; Biola Village Partners; Lincoln Plaza, LP; Rancho Lindo Partners, A CA LP; and Parksdale Village; Washington Plaza Partners; Sand Creek Partners Annadale Commons, LLC Annadale Commons, LP Highland Gardens, LLC Highland Gardens, LP Goshen Village II, LLC Goshen Village Partners II, A CA LP Mariposa Oaks, LLC Mariposa Oaks, LP Nupchi Xo'oy, LLC Nupchi Xo'oy, LP Palm Terrace, LLC Palm Terrace, LP, LP Parksdale Village II, LLC Parksdale Village Partners II, LP Sequoia Commons, LLC Sequoia Commons, LP Sierra Village GP, LLC Sierra Village, LP Solinas/Almond, LLC Solinas/Almond, LP Stonegate Village I, LLC Stonegate Village I, LP Stonegate Village II, LLC Stonegate Village II, LP Valley Oaks, LLC Valley Oaks Apartments, LP Viscaya Gardens, LLC Viscaya Gardens Partners Butterfly Gardens LLC Butterfly Gardens LP Creekside Terrace LLC Creekside Terrace LP Sequoia Commons II LLC Sequoia Commons II LP Sugar Pine Village LLC Sugar Pine Village LP SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 12 NOTE 1 – NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Investments in Affiliates – At Fair Value The Organization has elected to apply the guidance found in FASB Section 958-325-35, an accounting alternative available to nonprofits. This section allows certain nonprofits to account for its investment in limited partnerships in which it is the general partner with a minority interest at fair value, instead of consolidation. The fair value option requires that such an election be made for each investment within the reporting group at date of acquisition. Fair value of the investments in affiliates is measured and adjusted each year. See Note 3 for further discussion of fair value measurements. Impound/Reserve Accounts Impound accounts include cash that is held on deposit by various trustees or financial institutions as specified by the terms of various loan agreements. The cash held in these accounts is to be used for real estate taxes and insurance premiums pertaining to the property that collateralizes the loan payable. Reserve accounts consist of cash held in a replacement reserve set aside for future repairs and maintenance of the specified property and tenant rental security deposits. Construction-in-Progress Construction-in-progress includes new homes and multifamily housing construction costs, which are stated at the lower of capitalized costs or net realizable value. Capitalized costs include property, taxes, interest, and insurance incurred during construction, and direct and certain indirect project cost. Indirect project costs are generally allocated using the relative sales value method. Construction-in-progress is considered current as these projects are expected to be completed in the subsequent year. Land Held for Development Land held for development includes inventories of land which are stated at the lower of capitalized costs or net realizable value and has been reduced by allowance for impairment. The allowance for impairment at June 30, 2021 and 2020 was $970,400 and $1,284,000. Capitalized costs include acquisition costs, property taxes, interest, insurance, and subdivision improvements incurred during development. Plant, Property and Equipment Plant, property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed by using the straight-line method ratably over the estimated useful life of the asset. The Organization capitalizes property and equipment when the individual cost exceeds $5,000. Construction-in-progress is not depreciated until the project is completed and the related asset has been placed in service. Costs of planned major maintenance activities are expensed as incurred. Estimated useful lives vary within the following ranges: Years Buildings and improvements 10-40 Equipment 3-7 The Organization owns an industrial property that is leased under a 5-year renewable lease. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 13 NOTE 1 – NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Long-Lived Assets Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset, and long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. Deferred Income Deferred income represents management fees not yet recognized, revolving loan funds in which the Organization has been named beneficiary (see Note 6), and refundable advances. Refundable advances represent grant funds received but not yet spent. Should the grant funds not be spent in accordance with the grant agreement, the funds are required to be remitted back to the grantor. Income Taxes Self-Help Enterprises is a tax-exempt corporation under section 501(c)(3) of the Internal Revenue Code and section 23701(d) of the State of California Corporations Code. The Organization is subject to taxation on any unrelated business income. The Organization’s wholly-owned subsidiaries were organized as either a tax-exempt corporation, partnership, limited liability company or, in two cases, as a taxable corporation. The accompanying consolidated financial statements do not include a provision for federal or state income tax expense or benefit arising from net income or loss reported in the accompanying consolidated statements of activities attributable to these wholly-owned subsidiaries. In accordance with the generally accepted method of presenting partnership and limited liability company financial statements in the United States of America, such income or loss is includable in the taxable income or loss of the respective partner(s)/members(s). Limited liability companies are subject to a California gross receipts fee and limited partnerships are subject to a California minimum franchise fee of $800. Uncertain Tax Positions Generally accepted accounting principles provide accounting and disclosures guidance about positions taken by an entity in its tax returns that might be uncertain. Management has considered its tax positions and believes that all of the positions taken in its federal and state exempt organization and other tax returns are more likely than not to be sustained upon examination. The Organization’s returns are subject to examination by federal and state taxing authorities, generally for three years and four years, respectively, after they are filed. Allocations of Expenses The costs of providing the Organization’s programs and supporting services have been summarized on a functional basis in the accompanying consolidated statements of activities and functional expenses. All Indirect or shared costs are allocated among program, support services, and fundraising based on hours worked. Accordingly, certain costs have been allocated to program and supporting services and fundraising. Fundraising Activities Fundraising expenses included in the accompanying consolidated statement of activities for the years ended June 30, 2021 and 2020 totaled $11,302 and $10,987, respectively. Costs of acquiring or applying for a contract grant are categorized as administrative expenses and not separately stated as fundraising expenses. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 14 NOTE 2 – NOTES RECEIVABLE Notes receivable consisted of the following at June 30: 2021 2020 Related Parties: Staff computer, tool, and other loans; non-interest bearing, principal repayments deducted from semi-monthly paychecks; uncollateralized.3,361$ 3,962$ Annadale Commons, LP (.01% general partner): sponsor loan in the amount of $479,068, bearing simple interest at 3% and due in 2076.479,068 479,068 Annadale Commons, LP (.01% general partner) temporary cash flow loan at zero interest, due February 2021 -500,000 Annadale Commons, LP (.01% general partner) sponsor loan, interest at 3%, due December 31, 2074.200,000 200,000 Creekside Terrace LP (.01% general partner) dated April 1, 2021. Cash flow loan at 3% interest, due April 1, 2024.200,000 - Creekside Terrace LP (.01% general partner) dated April 20, 2021. Sponsor loan in the amount of $595,441 at 7% interest and is due December 31, 2077.595,441 - Highland Garden L.P (.01% general partner): loan due December 31, 2072, 3% simple interest, uncollateralized.816,741 816,741 Mariposa Oaks LP (.01% general partner) loan due April 30, 2022 at zero interest.20,000 200,000 Nupchi Xo'oy LP (.01% general partner) sponsor loan due December 31, 2076 at 3% interest.150,000 150,000 Nupchi Xo'oy LP (.01% general partner); Principal due December 1, 2021 at zero interest.200,000 200,000 Nupchi Xo'oy LP (.01% general partner); temporary cash flow loan in the amount of $500,000 dated July 17, 2020. Principal due December 1, 2021 at zero interest.200,000 - Palm Terrace LP, L.P. (.01% general partner: sponsor loan in the amount of $696,016, at zero interest and due in December 2074.396,016 396,016 Palm Terrace LP, LP (.01% interest general partner loan in the amount of $155,000, at zero interest and due in December 2075.155,000 155,000 Sequoia Commons, LP (.01% general partner): development loan in the amount of $500,000, zero interest loan with a maturity date of December 2020.-500,000 Sequoia Commons, LP (.01% general partner): cash flow loan in the amount of $750,000, zero interest loan due December -750,000 SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 15 NOTE 2 – NOTES RECEIVABLE (Continued) 2021 2020 Related Parties: (Continued) Sequoia Commons, LP (.01% general partner): cash flow loan in the amount of $200,000, zero interest loan due October 1, 2020.-$ 200,000$ Sequoia Commons, LP (.01% general partner): development loan in the amount of $145,000 collateralized by the property, interest at 3.31%. Note is due on December 1, 2075.145,000 145,000 Sequoia Commons, LP (.01% general partner): sponsor loan in the amount of $1,105,776 collateralized by the property, at zero interest. Note is due on December 1, 2075.1,105,776 700,000 Sequoia Commons, LP (.01% general partner): loan from San Joaquin Valley Air Pollution Control District funds granted to SHE in the amount of $391,958, dated December 1, 2018, funded in July 2020 and collateralized by the property. Loan from SHE is at zero interest. Note is due on December 31, 2075.391,958 - Sequoia Commons II, LP (.01% general partner): sponsor loan in the amount of $1,701,410 collateralized by the property, at zero interest, not all loan amount has been withdrawn. Note is due in October 2077.1,531,269 - Sequoia Commons II, LP (.01% general partner): development loan in the amount of $400,000, zero interest loan with a maturity date of October 1,2022.400,000 - Sierra Village, LP (.01% general partner): development loan at zero interest in amount of $430,000 and due December 1, 2072. Note is collateralized by the property.430,000 430,000 Solinas/Almond, LP (.01% general partner): sponsor loan in the amount of $628,656, bearing interest at 5% and a maturity date of December 31, 2072. The note is collateralized by the property and was for purchase of photo-voltaic system.493,943 493,943 Stonegate Village I, LLC (.01% general partner) principal in the amount of $400,000 at 2% interest due November 1, 2021.400,000 400,000 Stonegate Village I, LLC (.01% general partner) loan in amount of $492,489 at zero interest and due December 31, 2076.492,489 492,489 Stonegate Village II (.01% general partner) principal in the amount of $350,000 at 2% interest due June 2, 2022.350,000 350,000 SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 16 NOTE 2 – NOTES RECEIVABLE (Continued) 2021 2020 Related Parties: (Continued) Stonegate Village I LP (.01% general partner) sponsor loan dated November 14, 2019 and funded June 1, 2021 in the amount of $390,233 at zero interest and collateralized by the property due December 31, 2076.390,233$ -$ Stonegate Village II (.01% general partner) temporary cash flow loan in the amount of $100,000 at zero interest and due September 16, 2021.100,000 100,000 Sugar Pine (.01% general partner) temporary cash flow loan dated August 1, 2020 in the amount of $250,000. Bears 2% interest and is due August 1, 2022. The note is unsecured.250,000 - Valley Oaks Apartments (.01% general partner) sponsor loan in the amount of $134,655 at 5% interest and due March 1, 2077.134,655 134,655 Valley Oaks Apartments (.01% general partner) loan in the amount of $250,000 at zero interest and due November 22, 2021.250,000 250,000 Non-Related Parties: Revolving loan programs; various notes to eligible participants; interest and non-interest bearing (ranging from 0% to 3.5%); to be repaid in full over terms ranging from 30 to 50 years, or upon transfer of the property; collateralized by deeds of trust.15,232,400 14,882,760 Note Receivable from Housing Assistance Council (CDFI) at $650,000 dated June 30, 2021 at interest rate of 2%, Not collateralized and due June 30, 2023.650,000 - Note Receivable from Rural Community Assistance Corporation (CDFI) at $1,250,000 dated June 7, 2021 at interest rate of 2.5%, Not collateralized and due June 7, 2024.1,250,000 - Household Water Well System Loans; various 20-year notes, interest payable monthly at 1%, due through August 2028; collateralized by deeds of trust.6,804,185 6,389,517 Community Development Loan Fund; varying interest rates and terms.55,401 61,108 34,272,936 29,380,259 Less current portion (1,730,943) (2,884,306) Total 32,541,993$ 26,495,953$ SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 17 NOTE 3 – FAIR VALUE MEASUREMENTS The Organization’s investments are reported at fair value in the accompanying consolidated statements of financial position. The methods used to measure fair value may produce an amount that may not be indicative of the net realizable value or reflective of future fair values. Furthermore, although the Organization believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The fair value measurement accounting literature establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels: Level 1 inputs consist of unadjusted quoted prices in active markets for identical assets and have the highest priority; Level 2 inputs which are inputs other than quoted prices that are observable; and Level 3 inputs which have the lowest priority. The Organization uses appropriate valuation techniques based on the available inputs to measure the fair value of its investments. When available, the Organization measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Organization has the ability to access. Level 2 - Inputs to the valuation methodology include: Quoted market prices for similar assets or liabilities in active markets; Quoted prices for identical or similar assets or liabilities in inactive markets; Inputs other than quoted prices that are observable for the asset or liability; Inputs that are derived principally from or corroborated by observable marketdata by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at June 30, 2021 and 2020. Fair Value Measurements Level 1 - The fair value of mutual funds and common stocks is based on the closing price reported on the active market where the individual securities are traded. Level 2 - The fair value of certificates of deposit with original maturities of greater than twelve (12) months is based on amortized cost, plus accrued interest. Level 3 - The fair value of investments in affiliates is based on a discounted cash flow method. A multi-year cash flow projection was prepared with the following significant assumptions: Estimated cash inflows to the general partner; Estimated cash outflows to the limited partner; Assignment of the limited partner’s interest after the 15th year of ownership; Upon exit of the limited partner, remaining cash inflows to the general partnerbased on a 40-year depreciable life of the underlying asset; Estimated annual appreciation in the underlying value of the asset of 1%; Estimated proceeds from sale of the underlying asset at the end of therestricted use period; Discount factor of 10% as of June 30, 2021. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 18 NOTE 3 – FAIR VALUE MEASUREMENTS (Continued) The following table sets forth by level, within the fair value hierarchy, the Organization’s investments in marketable securities at fair value as of June 30, 2021: Level 1 Level 2 Level 3 Total Mutual funds 238,477$ -$ -$ 238,477$ Certificates of deposit - 2,081,369 - 2,081,369 Investments in affiliates at fair value - -213,307 213,307 238,477 2,081,369 213,307 2,533,153 Common stock: Communications 192,730 - - 192,730 Consumer goods 620,855 - - 620,855 Energy 176,539 - - 176,539 Financial 835,752 - - 835,752 Healthcare 552,521 - - 552,521 Industrials 84,690 - - 84,690 Real Estate 26,744 26,744 Technology 405,288 - - 405,288 Materials 33,223 - - 33,223 Utilities 104,820 - -104,820 Total common stock 3,033,162 - - 3,033,162 Total assets at fair value 3,271,639$ 2,081,369$ 213,307$ 5,566,315$ The following table sets forth by level, within the fair value hierarchy, the Organization’s investments in marketable securities at fair value as of June 30, 2020: Level 1 Level 2 Level 3 Total Mutual funds 234,173$ -$ -$ 234,173$ Certificates of deposit - 3,836,531 - 3,836,531 Investments in affiliates - -121,975 121,975 234,173 3,836,531 121,975 4,192,679 Common stock: Communications 149,205 - - 149,205 Consumer goods 437,265 - - 437,265 Energy 121,003 - - 121,003 Financial 394,620 - - 394,620 Healthcare 393,706 - - 393,706 Industrials 82,883 - - 82,883 Technology 163,473 - - 163,473 Materials 42,490 - - 42,490 Utilities 23,243 - -23,243 Total common stock 1,807,888 - - 1,807,888 Total assets at fair value 2,042,061$ 3,836,531$ 121,975$ 6,000,567$ SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 19 NOTE 3 – FAIR VALUE MEASUREMENTS (Continued) The Organization’s policy is to recognize transfers into and out of Levels 2 and 3 as of the date of the event or change in circumstances that caused the transfer. For the year ended June 30, 2021, there were transfers of $91,332 into Level 3. Following is a reconciliation of Level 3 activity: Balance, June 30, 2020 121,975$ Transfers into Level 3 91,332 Unrealized gain/(loss)- Balance, June 30, 2021 213,307$ NOTE 4 – INVESTMENTS IN AFFILIATES Investments in affiliates – at cost consisted of the following at June 30: 2021 2020 Annadale Commons, LLC 378,567$ -$ Butterfly Gardens 250 - Creekside Terrace, LLC 100 - Goshen Village II, LLC 208,800 208,800 Mariposa Oaks LLC 1,418 1,418 Nupchi Xo'oy, LLC 100 - Palm Terrace, LLC 11,239 100 Parksdale Village II, LLC 113,201 113,201 Sequoia Commons, LLC 1,000 1,000 Sequoia Commons II, LLC 150,000 - SHE-CEF I, Inc.817,492 817,492 Sierra Village GP, LLC 100 100 Solinas/Almond Partners, LLC 187,100 187,100 Stonegate Village I, LLC 100 100 Stonegate Village II, LLC 100 100 Sugar Pine Village, LLC 632,365 - Valley Oaks, LLC 1,000 1,000 Viscaya Gardens, LLC 360 360 Total 2,503,292$ 1,330,771$ Investments in affiliates – at fair value consisted of the following at June 30: 2021 2020 Sand Creek 57,230$ 27,393$ Washington Plaza 73,115 55,132 Highland Gardens 82,962 39,450 Total 213,307$ 121,975$ LLC SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 20 NOTE 4 – INVESTMENTS IN AFFILIATES (Continued) Summarized financial information for the investments in affiliates reported at fair value as of June 30 consisted of the following: 2021 2020 Total assets 18,639,710$ 19,984,717$ Total liabilities 11,237,420 11,119,128 Partners' equity/(deficit)7,402,290$ 8,865,589$ Total revenues 1,176,920$ 1,108,397$ Total expenses 2,640,219 2,502,793 Increase/(decrease) in net assets (1,463,299)$ (1,394,396)$ NOTE 5 – PLANT, PROPERTY AND EQUIPMENT Plant, property and equipment consisted of the following at June 30: 2021 2020 Land 5,027,843$ 5,027,843$ Buildings and improvements 76,386,035 75,240,323 Equipment 1,458,778 1,525,192 Total plant, property and equipment 82,872,656 81,793,358 Less accumulated depreciation (49,876,002) (47,523,349) Total plant, property and equipment, net 32,996,654$ 34,270,009$ Net plant, property and equipment are labeled under the following categories (used for internal managerial purposes only) at June 30: 2021 2020 Administrative 2,142,517$ 1,234,084$ Multifamily 30,854,137 33,035,925 32,996,654$ 34,270,009$ Included in plant, property and equipment are apartment buildings leased to others under operating leases generally not exceeding one (1) year. Total cost of leased property at June 30, 2021 and 2020 was $78,628,031 and $78,502,873, respectively; accumulated depreciation was $47,773,894 and $45,466,947, respectively. Depreciation expense for June 30, 2021 and 2020 fiscal years was $2,418,410 and $2,145,579. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 21 NOTE 6 – REVOLVING LOAN PROGRAMS The Organization’s revolving loan fund is used primarily to assist participants in the Organization’s home- ownership programs by making short-term installment loans and long-term deferred loans to eligible home- buyers/homeowners. The purposes of these loans include short-term, no interest or low-interest financing for construction costs which exceed available loan amounts, direct mortgage assistance, and seller financing for building lots. The funds are derived from various state grant programs (CalHOME and HOME), NeighborWorks America, and other private Organization resources. Loans are collateralized against the real estate, and most are due and payable upon sale of the property by the homebuyer. Loans made under CalHOME, HOME, and other various state programs where the Organization is the beneficiary are accounted for by recording deferred revenue. On these loans, revenue is recognized as payments are received on the outstanding balances. Deferred loans have also been utilized to fund replacement water wells in the San Joaquin Valley to assist participants whose wells have gone dry due to the extended drought in the State of California. The funds from various sources include grants and loans. Some of these loans are deferred and some require monthly payments at very low or no interest. The water well loans that are deferred are included in the deferred loan total in the Revolving Loan Fund. Deferred loans at June 30, 2021 and 2020 consisted of revolving loans in the amount of $20,202,737 and $19,267,258, respectively, and are recorded as noncurrent liability in the accompanying consolidated statements of net position. NOTE 7 – DEFERRED GRANT REVENUE Deferred grant revenue consists of funding received from the following agencies in advance. As these grant requirements are met, the grant revenue is recognized. Deferred grant revenue consisted of the following at June 30: 2021 2020 Bank of the West 10,000$ 10,000$ California Coalition for Rural Housing - 28,549 California State Water Resources Control Board 4,403,020 2,018,285 Capital Magnet Fund (CDFI)1,529,000 1,543,500 Central Valley Community Foundation 18,225 23,526 Energy Foundation 14,981 105,000 FB Heron Foundation 95,042 - Highland Gardens LLC - wifi connection - 22,500 Housing Assistance Council 81,000 175,500 Morgan Stanley - 50,000 NeighborWorks America 42,483 62,715 San Joaquin Valley Health Foundation 56,799 61,401 Sierra Health Foundation - 8,700 Silicon Valley Community Foundation - 250,000 State of CA Dept. of Housing & Community Development - HOME 58,550 418,106 State of CA Dept. of Housing & Community Development - CalHome Reuse - 16,050 Unidos US 59,875 - United States Dept. of Agriculture - Rural Development 523 TA 175,588 257,249 United States Dept of Housing and Urban Development - CDBG Funds 174,152 - Valley Children's Hospital 1,502 - Water Foundation 66,266 52,706 Total deferred grant revenue 6,786,483$ 5,103,787$ SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 22 NOTE 8 – FINANCING RECEIVABLES The majority of the Organization’s financing receivables consists of loans to participants in the Organization’s home-ownership programs. At June 30, 2021 and 2020, these notes receivable represented approximately 25% and 23% of total assets, respectively. Balances of financing receivables at June 30, 2021 are presented as follows: Participant Loans Other Loans Affiliate Loans Receivable Receivable Receivable Total Ending balance 6/30/21 22,041,584$ 1,958,763$ 10,272,589$ 34,272,936$ Ending balance individually evaluated for impairment -$ -$ -$ -$ Ending balance collectively evaluated for impairment 22,041,584$ 1,958,763$ 10,272,589$ 34,272,936$ Balances of financing receivables at June 30, 2020 are presented as follows: Participant Loans Other Loans Affiliate Loans Receivable Receivable Receivable Total Ending balance 6/30/20 21,222,273$ 65,069$ 8,092,917$ 29,380,259$ Ending balance individually evaluated for impairment -$ -$ -$ -$ Ending balance collectively evaluated for impairment 21,222,273$ 65,069$ 8,092,917$ 29,380,259$ For each class of financing receivables, the following table presents the recorded investment by credit quality indicator as of June 30, 2021: Participant Loans Other Loans Affiliate Loans Receivable Receivable Receivable In payment status, current 1,149,247$ 58,763$ -$ In payment status, paying but behind 37,723 - - In payment status, not paying 68,085 - - Not yet in payment status 20,786,529 1,900,000 10,272,589 Total property originated and serviced 22,041,584$ 1,958,763$ 10,272,589$ For each class of financing receivables, the following table presents the recorded investment by credit quality indicator as of June 30, 2020: Participant Loans Other Loans Affiliate Loans Receivable Receivable Receivable In payment status, current 1,336,905$ 65,069$ -$ In payment status, paying but behind 20,151 - - In payment status, not paying 48,304 - - Not yet in payment status 19,816,913 - 8,092,917 Total property originated and serviced 21,222,273$ 65,069$ 8,092,917$ For federal and state agency receivables, the credit quality indicator is whether the account is more than 90 days past due. For revolving loans, the credit quality indicator is performance determined by repayment status and delinquency status. Delinquency status is updated monthly by management. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 23 NOTE 8 – FINANCING RECEIVABLES (Continued) Allowances for estimated losses are established based on prior collection experience and current economic factors which, in management’s judgment, could influence the ability of loan recipients to repay the amounts per the loan terms. Loan balances are written off only when they are deemed to be permanently uncollectible. The Organization determined the allowances for estimated losses on these financing receivables by looking at historical default rates and analyzing the aging of the past due loans. All nonperforming loans are included in the allowance for estimated losses. The Organization did not record an allowance for estimated losses on loan receivables for the years ended June 30, 2021 and 2020. The aging of the financing receivables portfolio by class as of June 30, 2021 is presented as follows: Total Investment > 30-59 Days 60-89 Days Greater Than Total Financing 90 Days and Past Due Past Due 90 Days Past Due Current Receivables Accruing Participant loans receivable -$ 37,723$ 68,085$ 105,808$ 21,935,776$ 22,041,584$ -$ Other loans receivable - - - .1,958,763 1,958,763 - Affiliate loans receivable - - - - 10,272,589 10,272,589 - -$ 37,723$ 68,085$ 105,808$ 34,167,128$ 34,272,936$ -$ The aging of the financing receivables portfolio by class as of June 30, 2020 is presented as follows: Total Investment > 30-59 Days 60-89 Days Greater Than Total Financing 90 Days and Past Due Past Due 90 Days Past Due Current Receivables Accruing Participant loans receivable -$ 20,151$ 48,304$ 68,455$ 21,153,818$ 21,222,273$ -$ Other loans receivable - - - - 65,069 65,069 - Affiliate loans receivable - - - - 8,092,917 8,092,917 - -$ 20,151$ 48,304$ 68,455$ 29,311,804$ 29,380,259$ -$ There was no impairment of financing receivables for the years ended June 30, 2021 and 2020. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 24 NOTE 9 – NOTES PAYABLE Notes payable consisted of the following at June 30: 2021 2020 Note payable to Calvert Impact Capital, interest payable semi-annually at 4.0%, matures September 30, 2021, uncollateralized.2,000,000$ 2,000,000$ Note payable to The California Endowment dated April 30, 2020 and bearing interest at 2%, Maturity date is April 30, 2025 and is uncollateralized.3,000,000 3,000,000 Note payable to City of Turlock without interest. One-twentieth of the principal is payable upon the sale of each lot, up to a maximum of twenty- two lots, collateralized by deed of trust.140,000 140,000 Note payable to Congregation of the Sisters of Charity of the Incarnate Word, interest payable annually at 2%, matures December 18, 2022, uncollateralized.300,000 300,000 Note Payable to the City of Fresno dated September 17, 2018 in the amount of $31,500. The note bears no interest and becomes due when a home is built on the subject lot and sold to a low income buyer.31,500 31,500 Note payable to Threshold Foundation, interest payable annually at 2%, matures December 12, 2021, uncollateralized.45,000 45,000 Note payable to Wells Fargo Bank Subordinated loan dated December 5, 2018, interest to be paid quarterly at 2% per annum for the first four years of the loan. Effective on the fourth anniversary of the loan quarterly principal payments are required. Loan maturity date is December 5, 2024, and the loan is uncollateralized.750,000 750,000 Note payable to the City of Visalia to finance various acquisition and construction costs for a five-lot project at NW 5th Street in the City of Visalia, no interest, balance is due upon the development and sale of properties to low to moderate income buyers acquired with the funds. The loan is collateralized by the property.202,292 202,292 Note payable to the Rural Community Assistance Corporation, at 4.5% interest, dated May 7, 2019 in the amount of $3,376,000 for development of single family lots. Collateralized by a deed of trust to the property in the City of Reedley, California. Maturity date is June 1, 2024.3,376,000 2,915,526 Note payable to the Rural Community Assistance Corporation, at 5% interest, dated May 20, 2021 in the amount of $820,000 for development of single family lots. Collateralized by a deed of trust to the property in the City of Chowchilla, California. Maturity date is June 1, 2024. Will be repaid as lots are sold.820,000 - Note payable to the Rural Community Assistance Corporation, at 5.5% interest, dated July 15, 2019 in the amount of $1,622,700 for development of single family lots. Collateralized by a deed of trust to the property in the City of Shafter, California. Maturity date is August 1, 2023.582,713 582,713 SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 25 NOTE 9 – NOTES PAYABLE (Continued) 2021 2020 Note payable, dated June 14, 2019, to Local Initiatives Support Coalition (LISC) for development of Stonegate Village I and II in the City of Patterson, California. Loan amount is $750,000, accrues interest at 2%, and carries a maturity date of January 1, 2021. The loan is collateralized by the property.-$ 750,000$ Note payable to LISC for drought water well assistance. Bears interest at 2% and is due and payable in February 2021. This note is collateralized by the first position UCC filing.- 241,000 Note payable to Central Valley Community Bank under the SBA-PPP program for COVID-19. The loan bears deferred interest at 1% and is fully forgivable under certain conditions. Maturity date is April 15, 2022. The loan is not collateralized. The loan was fully forgiven in March 2021 and repayment is not required. - 1,495,700 Note payable to Central Valley Community Bank for single family lot development in Planada, California, in the amount of $2,128,000 and dated May 7, 2019. Bears interest at 5.25%, payable monthly; matures May 7, 2024, and collateralized by a deed of trust.1,258,156 1,914,136 Note payable to Central Valley Community Bank for single family lot development in Orosi, California, in the amount of $1,477,000 and dated May 20, 2020. Bears interest at 4.25%, payable monthly; matures May 20, 2023, and collateralized by a deed of trust. Will be repaid as lots are sold.790,739 - Note payable to the FB Heron Foundation dated October 31, 2019, in the original amount of $1,000,000 bearing simple interest at 4% and a maturity date of October 31, 2029. the note is uncollateralized.1,000,000 1,000,000 Note payable to the San Joaquin Valley Impact Investment Fund in the amount of $500,000, dated February 12, 2020, bearing interest at 2.25%, with a maturity date February 12, 2024. The note is not collateralized.500,000 500,000 Note Payable to the Housing Assistance Council for development of single family lots in the City of Patterson. The note is dated April 26, 2018, is non- interest bearing and matures December 21, 2022. It is collateralized by the property.210,000 210,000 Note Payable to the Housing Assistance Council for development of single family lots in Planada. The note is dated September 16, 2019, is non- interest bearing and matures June 30, 2023. It is collateralized by the property.225,000 330,000 Note to the USDA-RD for development of Patterson single family homes. Bears interest at 2.875%; matures in January 2022 and is collateralized by the property.750,829 750,829 Three mortgages payable to USDA-RD, collateralized by a first deed of trust on real property, monthly principal and interest installments of approximately $11,500 due, plus excess rent, if any. The monthly payment is applied to outstanding principal and interest, the excess rent, (if any) is applied to additional interest. Interest is accrued at 1%. The mortgages mature through 2039 (Bear Creek).1,933,164 2,041,031 SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 26 NOTE 9 – NOTES PAYABLE (Continued) 2021 2020 Mortgage payable to California Department of Housing and Community Development ("HCD"), collateralized by deed of trust on real property, bearing no interest. All payments deferred until the three related USDA-RD loans (see above) are paid in full. Beginning the first month following the first anniversary of the repayment of the USDA-RD loans, the Organization shall make annual principal payments to HCD until paid in full (Bear Creek).447,480$ 447,480$ Mortgage payable to HCD referred to as a "Joe Serna" loan, collateralized by deed of trust on real property, bearing deferred interest at 3%. All payments deferred until the USDA-RD loans are paid in full. At June 30, 2018 and 2017, unpaid deferred interest amounted to $780,000 and $761,396 respectively. Beginning the first of the month following the first anniversary of the repayment of the USDA-RD loans, the Organization shall make annual principal payments to HCD in an amount not less than annual residual receipts (as defined in the loan agreement), until paid in full. All unpaid interest and principal is due on March 15, 2060 (Bear Creek).2,000,000 2,000,000 Mortgage note payable to the County of Kern in the original amount of $970,000 on March 26, 1999. The note bears interest at 3% per annum and is due March 26, 2054. Interest only is due to the extent of available net cash flow, as defined in the loan agreement. This note is collateralized by the property and by assignment of rents (Caliente Creek).966,621 966,520 Note payable to the California Department of Housing and Community Development in the amount of $802,500. Interest at 3% is accrued. The note is collateralized by the property and due in August 2030 (Casitas del Sol).800,854 800,688 Note payable to the California Housing Finance Agency in the amount of $108,457. The note bears no interest and is due August 2057. Collateralized by the property (Casitas del Sol).108,457 108,457 Mortgages payable to USDA-RD, collateralized by a first deed of trust on real property, combined monthly principal and interest installments of approximately $12,300 due, plus excess rent, if any. The monthly payment is applied to outstanding principal and interest; the excess rent (if any) is applied to additional interest. Interest is accrued at 1%. The mortgages mature on February 1, 2033 and January 1, 2025 (Casas de la Vina).1,046,264 1,154,911 Note payable to the County of Madera in the amount of $900,000 bearing interest at 3%. Matures November 2055 and the note is collateralized by the property (Cottonwood Creek).900,000 900,000 Note payable to California Department of Housing & Community Development (HCD) in the original amount of $662,960 on May 3, 1993 The note is collateralized by the property and is due on May 3, 2048. The note bears simple interest at 3% and is deferred (Dinuba Manor).656,204 655,965 SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 27 NOTE 9 – NOTES PAYABLE (Continued) 2021 2020 Note Payable to the City of Visalia (CDBG Funds) dated August 23, 2019 in the amount of $400,000 at zero interest and a maturity date of August 23, 2039. (Eden House)400,000$ 400,000$ Note Payable to the City of Visalia (NSP Funds) dated August 23, 2019 in the amount of $225,000 at zero interest and a maturity date of August 23, 2039. (Eden House)225,000 225,000 Note Payable to the City of Visalia (NSP Funds) dated May 14,2020 in the amount of $40,000 at zero interest and a maturity date of May 14, 2040. (Eden House)37,018 37,018 Note payable to the City of Visalia HOME in the amount of $436,656 on May 29, 2018. The note is secured by the property, bears interest at 2% (simple) per annum and is due and payable on May 31, 2048. It is contemplated that payment of principal and interest be deferred, but payment of accrued interest to be made to the extent of surplus cash is available. (Encina Apts.)436,656 436,656 Note payable to the City of Visalia in the amount of $100,000 dated May 29, 2018. The note bears zero interest, is collateralized by the property and is due May 31, 2073. It is contemplated that principal is deferred. (Encina Apts.)100,000 100,000 Note payable to the City of Modesto (HOME program) in the original amount of $750,000, bears interest at 3% and matures in 2036. Interest is deferred until surplus cash is generated by the project. The loan is collateralized by the property (Gateway Village).750,000 750,000 Note payable to the City of Modesto (Redevelopment program) in the original amount of $70,000, bears interest at 3% and matures in 2036. Interest is deferred until surplus cash is generated by the project. The loan is collateralized by the property (Gateway Village).70,000 70,000 Note payable to the California Department of Housing & Community Development (HCD/HOME) in the authorized amount of $1,071,600 dated April 18, 2002 and bearing simple interest at 3%. The maturity date is April 18, 2032 (Goshen Village).1,071,600 1,071,600 Note payable to the Rural Community Assistance Corporation to develop a new community center in an original amount of $667,400. Bears interest at 4.25%; matures March 30, 2038 and collateralized by the property. (North Park)644,843 565,932 Note payable to County of Tulare, collateralized by a deed of trust on real property, interest accruing at 7.27%, annual installments of $23,212, and matures on April 30, 2035. The original note has been amended to defer both interest and principal until April 30, 2025 (Nueva Sierra Vista).284,155 284,155 SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 28 NOTE 9 – NOTES PAYABLE (Continued) 2021 2020 Note payable to County of Tulare, collateralized by a deed of trust on real property, interest accruing at 7.27%, principal and interest payments deferred until April 30, 2035 (Nueva Sierra Vista).275,210$ 275,210$ Note payable to the State of California (RHCP) program. The note is collateralized by the property, bears interest at 3% per annum, and is due and payable on April 29, 2050. Payment of principal and interest is deferred but will be paid to the extent that surplus cash is generated by operations (Nueva Sierra Vista).1,063,472 1,063,472 Note payable to the County of Tulare (CDBG) in the original amount of $850,875 on March 4, 2014. The note is collateralized by the property, is non-interest bearing, and is due and payable on March 4, 2054. It is contemplated that payment of principal and interest be deferred for 20 years with payments beginning in April 2034 (Nueva Sierra Vista).850,875 850,875 Note payable to Berkadia Commercial Mortgage in the original amount of $550,000 on July 15, 2005, bearing interest at 7.5%. Monthly installments of principal and interest in the amount of $3,846 through maturity of August 1, 2035 (Rolling Hills). - 417,341 Note payable to the California Department of Housing & Development (HCD) in the original amount of $991,500 dated October 24, 2003. Simple interest rate is 3%. Maturity date is October 24, 2033. (Rolling Hills)976,446 975,371 Notes payable to the City of Visalia in the amount of $429,150, bearing simple interest at 2% and maturing in 2046. Accrued interest is to be paid to the extent of surplus cash. The loans are collateralized by the property (Strawberry Street).429,150 429,150 Note payable to the USDA-RD. The note bears interest at 1% and is payable in regular amortized installments of $894. The note is collateralized by the property and matures in May 2036 (Sunrise Villa).149,531 153,731 Note payable to the County of Kern Development Program in the original principal of $1,000,000 on December 17, 2001. The note bears simple interest at 3% and is due on December 17, 2031. Interest of $539,287 has been accrued as of June 30, 2020. Interest is due to the extent of available net cash flow as defined in the loan agreement (Sunrise Villa). 998,995 998,961 Mortgage payable to USDA-RD, collateralized by a first deed of trust on real property, combined monthly principal and interest installments of approximately $7,770 due, plus excess rent, if any. The monthly payment is applied to outstanding principal and interest; the excess rent (if any) is applied to additional interest. Interest is accrued at 1%. The mortgage matures in June 2028 (Vera Cruz).585,352 670,638 SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 29 NOTE 9 – NOTES PAYABLE (Continued) 2021 2020 Mortgage payable to the County of Tulare in the amount of $630,200, uncollateralized, no interest. Monthly principal payments of approximately $2,600 are due beginning August 30, 2031, note matures August 2051 (Vera Cruz).630,200$ 630,200$ Mortgage note payable to the County of Kern in the original amount of $800,000 on March 12, 1999. The note bears interest at 3% per annum and is due March 26, 2054. Interest only is due to the extent of available net cash flow, as defined in the loan agreement. This note is collateralized by the property and by assignment of rents (Villa Hermosa).797,945 797,698 Note payable to California Housing Finance Agency. Note does not bear interest and requires no principal payments until becoming due on March 16, 2056. This note is collateralized by the property (Villa Hermosa).100,706 100,706 Note payable to the California Department of Housing and Community Development in the amount of $1,000,000. Interest at 3% is accrued. The note is collateralized by the property and due in August 2030 (Villa de Guadalupe).1,000,000 1,000,000 Note payable to the California Housing Finance Agency in the amount of $118,645. The note bears zero interest and is due in August 2056. Collateralized by the property (Villa de Guadalupe).118,645 118,645 Mortgage payable to the City of Woodlake (HOME funds) in the original amount of $987,321 on November 1, 2017. The note is collateralized by the property and is due in 30 years on December 30, 2047. The note bears interest at 3% simple interest, deferred (Woodlake Townhomes).987,321 987,321 37,824,393 39,643,428 Less current portion (3,137,051) (3,055,915) 34,687,342$ 36,587,513$ Maturities of notes payable are as follows: 2022 3,137,051$ 2023 1,870,448 2024 6,385,333 2025 4,366,469 2026 317,051 Thereafter 21,748,041 37,824,393$ Years Ending June 30: SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 30 NOTE 9 – NOTES PAYABLE (Continued) A summary of the Organization’s notes payable as of June 30, 2021 is as follows: Lending Institution Purpose Maturity Date Interest Rate Balance Calvert Impact Capital Development November 2021 4.50% 2,000,000$ The California Endowment Development April 2025 2.00% 3,000,000 City of Turlock Development Upon sale 0.00%140,000 Congregation of the Sisters of Charity Development December 2022 2.00%300,000 City of Fresno Development Upon sale 0.00%31,500 Threshold Foundation Development December 2021 2.00%45,000 Wells Fargo Bank Development December 2024 2.00%750,000 City of Visalia Development Upon sale 0.00%202,292 Rural Community Assistance Corporation Development June 2024 4.50%820,000 Rural Community Assistance Corporation Development June 2024 5.00% 3,376,000 Rural Community Assistance Corporation Development August 2023 5.50%582,713 Central Valley Community Bank Development May 2024 5.25% 1,258,156 Central Valley Community Bank Development May 2023 4.25%790,739 FB Heron Foundation Development October 2029 4.00% 1,000,000 San Joaquin Valley Impact Investment Fund Development February 2024 2.25%500,000 Housing Assistance Council - SHOP Development December 2022 0.00%210,000 Housing Assistance Council - SHOP Development June 2023 0.00%225,000 USDA - Rural Development Development January 2022 2.88%750,829 USDA - Rural Development Bear Creek 2023-2039 1.00% 1,933,164 Calif. Dept. of Housing & Comm. Develop.Bear Creek Upon Repayment 0.00%447,480 Calif. Dept. of Housing & Comm. Develop.Bear Creek Upon Repayment 3.00% 2,000,000 County of Kern Caliente Creek March 2054 3.00%966,621 Calif. Dept. of Housing & Comm. Develop.Casitas del Sol August 2030 3.00%800,854 California Housing Finance Agency Casitas del Sol August 2057 0.00%108,457 USDA - Rural Development Casas de la Vina 2033 and 2025 1.00% 1,046,264 County of Madera Cottonwood Creek November 2055 3.00%900,000 Calif. Dept. of Housing & Comm. Develop.Dinuba Manor May 2048 3.00%656,204 City of Visalia (CDBG/NSP)Eden House May 2040 0.00%662,018 City of Visalia (HOME)Encina Apartments May 2048 2.00%436,656 City of Visalia Encina Apartments May 2073 0.00%100,000 City of Modesto (HOME)Gateway Village 2036 3.00%750,000 City of Modesto (RDA)Gateway Village 2036 3.00%70,000 Calif. Dept. of Housing & Comm. Develop.Goshen Village April 2032 3.00% 1,071,600 Rural Community Assistance Corporation North Park March 2038 4.25%644,843 County of Tulare Nueva Sierra Vista April 2035 7.27%559,365 State of California (RHCP)Nueva Sierra Vista April 2050 3.00% 1,063,472 County of Tulare (CDBG)Nueva Sierra Vista March 2054 0.00%850,875 Calif. Dept. of Housing & Comm. Develop.Rolling Hills October 2033 3.00%976,446 City of Visalia Strawberry Street 2046 2.00%429,150 USDA Rural Development Sunrise Villa May 2036 1.00%149,531 County of Kern Sunrise Villa December 2031 3.00%998,995 USDA - Rural Development Vera Cruz June 2028 1.00%585,352 County of Tulare Vera Cruz August 2051 0.00%630,200 County of Kern Villa Hermosa March 2054 3.00%797,945 California Housing Finance Agency Villa Hermosa March 2056 0.00%100,706 Calif. Dept. of Housing & Comm. Develop.Villa de Guadalupe August 2030 3.00% 1,000,000 California Housing Finance Agency Villa de Guadalupe August 2056 0.00%118,645 City of Woodlake Woodlake Townhomes December 2047 3.00%987,321 Total 37,824,393$ SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 31 NOTE 9 – NOTES PAYABLE (Continued) Loan Forgiveness Housing Assistance Council (HAC) will forgive up to 90% of each Self-Help Housing Opportunity Program (SHOP) loan to the Organization if the loan funds are used for SHOP-eligible purposes and for SHOP-eligible homebuyers within allowable timelines. For the year ended June 30, 2021, there was $189,000 recognized for earned loan forgiveness under this program. For the year ended June 30, 2020, there was no recognition of earned loan forgiveness under this program. For the years ended June 30, 2021 and 2020, additional funds were converted from notes payable to deferred grants, in the amount of $81,000 and $175,500 respectively. On April 11, 2020, the Organization received a Small Business Administration Paycheck Protection Program (SBA PPP) loan in the amount of $1,495,700. The SBA PPP is a federal loan program designed to assist entities in sustaining their operations during the COVID-19 pandemic, The loan is forgivable if used for eligible costs, including payroll costs, rent payments and others. Specific criteria must be met under the program guidelines for the loan to be forgiven. The full amounts of the loan was forgiven in March 2021 and repayment is not required. NOTE 10 – ACCRUED INTEREST Accrued interest reported in the accompanying consolidated statement of financial position consisted of deferred interest for the following loans at June 30: 2021 2020 County of Tulare (Nueva Sierra Vista)320,824$ 303,166$ County of Tulare (Nueva Sierra Vista)528,367 508,359 State of California RCHP (Nueva Sierra Vista) 811,924 787,220 Calif. Dept. of Housing & Community Develop. (Bear Creek)960,000 900,000 County of Kern (Caliente Creek)637,682 608,582 County of Kern (Villa Hermosa)529,797 505,797 City of Modesto HOME (Gateway Village)558,357 535,857 City of Modesto RDA (Gateway Village)52,746 50,646 City of Visalia (Strawberry Street)51,503 42,920 Calif. Dept. of Housing & Community Develop. (Dinuba Manor)528,076 508,187 City of Visalia-HOME (Encina Apts.)26,199 17,466 Calif. Dept. of Housing & Community Develop. (Casitas del Sol)470,736 450,258 Calif. Dept. of Housing & Community Develop. HCD/HOME(Goshen Village) 545,453 513,305 Calif. Dept. of Housing & Community Develop. (Rolling Hills)494,435 464,690 County of Madera (Cottonwood Creek)541,315 514,315 County of Kern (Sunrise Villa)569,287 539,287 City of Woodlake (Woodlake Townhomes)108,605 78,986 Calif. Dept. of Housing & Community Develop. (Villa de Guadalupe)563,512 533,512 Total accrued interest 8,298,818$ 7,862,553$ The entire amount of unpaid interest may become due and payable when the loans mature. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 32 NOTE 11 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses reported in the accompanying consolidated financial position consisted of the following at June 30: 2021 2020 Accounts payable 3,204,923$ 2,660,591$ Interest payable 88,323 67,795 Accrued payroll 485,815 388,445 Accrued compensated absences 446,925 359,413 Tenant deposits 402,683 396,167 Other accrued expenses 221,311 501,924 Total accounts payable and accrued expenses 4,849,980$ 4,374,335$ NOTE 12 – REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue from performance obligations satisfied at a point in time consists of contract revenue, sales of land and homes, and developer fees. The total amount of revenue recognized from these contracts with customers during the years ended June 30, 2021 and 2020 was $14,031,821 and $12,673,171, respectively. Contract assets include receivables arising from contracts from customers in the amount of $6,352,637, $5,125,456, and $5,008,790 at June 30, 2021, 2020, and 2019, respectively. NOTE 13 – RETIREMENT PLAN The Organization sponsors a discretionary employer defined contribution plan with 401(k) salary reduction provisions (the “Plan”). Under the Plan, the Board of Directors of the Organization determines, on an annual basis, the amount of the contribution that will be made to the Plan on behalf of its employees. The Organization’s contributions for the years ended June 30, 2021 and 2020 was 4% of salaries. In addition, employees can elect to defer a portion of their salary to contribute to the Plan. The Organization matches up to 4% of salary of the employee salary deferrals contributed to the Plan. All investments are self-directed by the employee through Minnesota Life. Salary deferrals by the employee for the years ended June 30, 2021 and 2020 were approximately $495,000 and $430,000, respectively. The Organization’s total contributions for the years ended June 30, 2021 and 2020 were approximately $800,000 and $692,800, respectively. NOTE 14 – COMMITMENTS Operating Leases The Organization leases a postage meter and several copiers under operating lease agreements that expire in fiscal years 2023 and 2025. Aggregate future minimum rentals are approximately $24,000 for each of the remaining years. Lease expense for the years ended June 30, 2021 and 2020 totaled approximately $23,300 each year. The Organization began a lease of office space in the City of Madera to accommodate activities in the North Valley as of June 1, 2017. The lease is for a term of five years and is approximately $30,000 each year. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 33 NOTE 14 – COMMITMENTS (Continued) Lines of Credit The Organization has an operating line of credit with Wells Fargo Bank in the amount of $1,500,000 that bears interest at 4.5%. The maturity date is June 22, 2022. For the years ending June 30, 2021 and 2020, there were no advances drawn on this Wells Fargo Bank line of credit and no ending outstanding balances. An additional line of credit has been established with Merrill Lynch in the amount of $2,500,000. Any advances under this line of credit are covered by pledged assets from the investments held by Merrill Lynch. Interest rate is determined at the time of borrowing based on LIBOR. During fiscal years ended June 30, 2021 and 2020, $750,000 and $500,000, respectively, was borrowed and repaid under this instrument. NOTE 15 – INDIRECT COST RATE The Organization’s cognizant agency, the U.S. Department of Agriculture, contracts with the U.S. Department of the Interior for negotiation of the Indirect Cost Rate, which is applied to grants, contracts, and other agreements with the federal government to which OMB’s Uniform Guidance applies. The provisional rate approved for the 2021 fiscal year is 21.97% and the final rate approved for the 2020 fiscal year was 20.38%. The actual rate applied for the June 2021 and 2020 fiscal years and reported in the accompanying consolidated statements was 20.62% and 20.77%, respectively. Indirect costs reported in the accompanying consolidated statements of activities amounted to $1,833,422 and $1,534,729 for the years ended June 30, 2021 and 2020, respectively. NOTE 16 – CONTINGENCIES AND CONCENTRATIONS Federal Grants The Organization participates in a number of federal programs that are funded by grants received from various government funding agencies. Expenditures financed by grants are subject to audit by the appropriate grantor government. Periodic audits may be performed by these granting agencies and certain costs may be questioned as not being reimbursable under the terms of the contract. If expenditures are disallowed due to noncompliance with grant program regulations, the Organization may be required to reimburse the grantor government. At June 30, 2021, significant amounts of grant expenditures have not been audited but the Organization’s management believes that disallowed expenditures discovered in subsequent audits, if any, will not have a material effect on its overall financial position. Economic Dependency The Organization receives a majority of its funding through various federal programs and contracts with local and state agencies. Unrestricted grants for the years ended June 30, 2021 and 2020 comprise approximately 36.4% and 22.8% of total unrestricted revenue, respectively. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 34 NOTE 16 – CONTINGENCIES AND CONCENTRATIONS (Continued) Economic Dependency (Continued) The following is a summary of the percentage of total grants received from each of the agencies for the year ended June 30, 2021: Funding Agency Amount Percentage State Water Resources Control Board 7,737,049$ 54.17% Dept. of Housing & Community Dev. - Affordable Housing and Sustainable Communities 2,652,567 18.57% United States Department of Agriculture - Rural Development 2,291,273 16.04% All Others 829,299 5.81% California Office of Emergency Services 522,763 3.66% United States Dept of Housing and Urban Development 79,455 0.56% United States Treasury Appropriations - NeighborWorks 71,484 0.50% United States Dept. of Labor 58,104 0.41% California Department of Water Resources 23,057 0.16% Community Development Financial Institutions - Capital Magnet Fund 17,514 0.12% Total funding recognized 14,282,565$ 100% The following is a summary of the percentage of total grants received from each of the agencies for the year ended June 30, 2020: Funding Agency Amount Percentage State Water Resources Control Board 4,177,912$ 38.57% Dept. of Housing & Community Dev. - Affordable Housing and Sustainable Communities 2,642,508 24.40% United States Department of Agriculture - Rural Development 2,079,309 19.20% California Department of Water Resources 470,083 4.34% United States Dept. of Labor 210,606 1.94% California Office of Emergency Services 164,941 1.52% United States Dept of Housing and Urban Development 114,068 1.05% California Dept of Housing & Community Development - HOME 100,000 0.92% United States Treasury Appropriations - NeighborWorks 71,215 0.66% Community Development Financial Institutions - Capital Magnet Fund 15,750 0.15% California Endowment Fund via Rural Community Assistance Corporation 5,195 0.05% All Others 780,307 7.20% Total funding recognized 10,831,894$ 100% Credit Risk – Cash Balances and Investments The Organization maintains cash balances in several financial institutions, including Wells Fargo Bank and Citibank. Non-interest-bearing accounts are aggregated with interest bearing accounts and are insured up to $250,000 by the Federal Deposit Insurance Corporation (FDIC). Uninsured cash balances at June 30, 2021 and 2020 amounted to approximately $5,500,000 and $10,000,000, respectively. Additional funds in the amount of approximately $1,951,083 are held at Merrill Lynch in a program of laddered certificates of deposit through which investments are made at a series of banks in balances less than $250,000 each. These funds are covered under FDIC insurance. All cash at multifamily properties is covered by the FDIC. The Organization does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships due to the credit-worthiness of the related financial institutions. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 35 NOTE 16 – CONTINGENCIES AND CONCENTRATIONS (Continued) Liquidity The Organization has a policy that it must maintain a cash balance available to cover six-months of operating expenses. This balance is reviewed quarterly by the Finance/Audit Committee. The requirement for the fiscal year ended June 30, 2021 was $7,111,318 and was maintained throughout the fiscal year. Financial assets available to meet general expenditures over the subsequent twelve months were $10,714,000 and $16,755,000 for June 30, 2021 and 2020, respectively. Guarantees The Organization has guaranteed results of operations as of June 30, 2021, as follows: Operating Deficit Guarantee Operating Deficit Reserve Expires as of 12/31/22 Expires as of 6/30/22 Expires as of 3/31/24 Sequoia Commons, Goshen CA $150,000 for 48 months after stabilized occupancy in May 2020 Funded in full at conversion to permanent funding Expires as of May 2024 unless Debt Service Coverage Ratio requirements are not met for five (5) consecutive months Expires as of 12/1/25 Valley Oaks, Oakhurst, CA $200,000 for 60 months after stabilized occupancy in January 2021 The operating reserve of $49,733 was funded at permanent conversion. Expires as of 1/31/2026 $150,000 for 36 months after stabilized occupancy in July 2019 Funded at $67,794 at 12/31/20 Palm Terrace, Lindsay CA Mariposa Oaks, Mariposa CA Solinas/Almond, Kern County CA Sierra Village, Dinuba CA $135,350 for 60 months after stabilized occupancy in March 2019 Funded at $75,239 at 12/31/20 $180,000 for 60 months after stabilized occupancy in October 2020 The operating reserve of $97,487 was funded at permanent conversion; there is also a USDA reserve of $185,544, so the project has funds on account for this full obligation. $248,635 for 48 months after stabilization in January 2018 Fully funded at December 2018 SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 36 NOTE 17 – NET ASSETS WITH DONOR RESTRICTIONS RECLASSIFICATION During the fiscal year, the Organization performed a review and determined that there were balances that should be reclassified into net assets with donor restrictions. Management has determined the amount of the reclassifications as follows: Without Donor Do Dooley Washburn McCallister Total Restrictions Scholarship Fund Fund Fund Net Assets Beginning balance, July 1, 2020 47,141,949$ 201,942$ -$ -$ 47,343,891$ Reclassification (3,793,752) - 3,670,455 123,297 - Beginning balance July 1, 2020 - reclassified 43,348,197$ 201,942$ 3,670,455$ 123,297$ 47,343,891$ With Donor Restrictions NOTE 18 – NET ASSETS WITH DONOR RESTRICTIONS The Organization considers donations to the Do Dooley Scholarship Fund as donor restricted net assets. This Fund provides scholarships to program participant family members. The net assets with donor restrictions in this fund at June 30, 2021 and 2020 were $215,673 and $201,942, respectively. Approximately $14,300 was contributed to the fund and $10,000 in scholarships were awarded during the year ended June 30, 2021. The Washburn Housing Loan Fund, named after the first Executive Director of Self-Help Enterprises, was established with the primary use of providing interim construction financing for homes built through the self-help housing program in urban areas, where the construction-to-perm mortgage product from USDA is not available. The fund is used on a revolving basis to invest in these and other real estate projects The net assets with donor restrictions in this fund at June 30, 2021 and 2020 were $3,603,151 and $3,670,455, respectively. Approximately $13,000 was contributed to the fund and release from restrictions were approximately $81,000 during the year ended June 30, 2021. The McAllister Fund, named after founder Bard McAllister, provides essential financial assistance to be used in the development, repair, or assessment of water and wastewater projects for disadvantaged communities in the SHE service area. The loans bear low interest and are made to entities that provide water or sewer service to small unincorporated communities. The net assets with donor restrictions in this fund at June 30, 2021 and 2020 were $127,433 and $123,297, respectively. Approximately $2,000 was contributed to the fund and there were no release from restrictions during the year ended June 30, 2021. NOTE 19 – RELATED PARTY TRANSACTIONS The Organization conducts activities with ten limited liability companies and two subsidiary corporations which serve as the managing general partners for limited partnerships owning affordable rental housing properties. These properties are treated as affiliates, or presented at fair value, for the purposes of this consolidated financial statement (Note 1 – Principles of Consolidation). The entities are Goshen Village II, LLC; Parksdale Village II, LLC; Viscaya Gardens, LLC; Highland Gardens LLC; SHE-CEF 1, Inc.; Palm Terrace, LLC; Sierra Village GP, LLC; Solinas/Almond LLC; Mariposa Oaks LLC; Valley Oaks LLC; Sequoia Commons LLC; and Solinas Village, Inc. Together, these entities hold ownership interest in 18 rental housing properties, consisting of 812 rental units. The Organization’s general partnership interest in SHE-CEF1, Inc. is 0.10%. SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 37 NOTE 19 – RELATED PARTY TRANSACTIONS (Continued) The following table discloses the related-party transactions between the Organization and the multifamily housing properties as of and for the year ended June 30, 2021: Development Note Funds Note and Balance Loaned/ Balance Management 6/30/2020 Repaid 6/30/2021 Fees Received Partnership Properties - General Partner SHE-CEF I, Inc. Biola Village -$ -$ -$ 23,223$ Lincoln Plaza - - - 23,880 Parksdale Village - - - 28,571 Rancho Lindo - - - 29,642 Sand Creek - - - 28,620 Villa Del Rey - - - 24,320 Washington Plaza - - - 27,168 Annadale Commons, LLC Annadale Commons 1,179,068 (500,000) 679,068 2,160 Creekside Terrace, LLC Creekside Terrace - 795,441 795,441 - Goshen Village II, LLC Goshen Village II - - - 71,095 Highland Gardens, LLC Highland Gardens 871,746 (55,005) 816,741 15,507 Mariposa Oaks, LLC Mariposa Oaks 200,000 (180,000) 20,000 - Nupchi Xo'oy, LLC Nupchi Xo'oy 350,000 200,000 550,000 - Palm Terrace LLC Palm Terrace 546,016 - 546,016 26,400 Parksdale Village II, LLC Parksdale Village II - - - 29,273 Sequoia Commons LLC Sequoia Commons 2,295,000 (652,266) 1,642,734 117,476 Sequoia Commons II, LLC Sequoia Commons II - 1,931,269 1,931,269 - Sierra Village GP, LLC Sierra Village 430,000 - 430,000 24,813 Solinas/Almond, LLC Almond Court 493,943 - 493,943 35,708 Solinas Village - - - 47,562 Stonegate Village I, LLC Stonegate Village I 892,489 (102,256) 790,233 - Stonegate Village II, LLC Stonegate Village II 450,000 492,489 942,489 - Sugar Pine LLC Sugar Pine Village - 250,000 250,000 - Valley Oaks, LLC Valley Oaks Apartments 384,655 - 384,655 828 Viscaya Gardens, LLC Viscaya Gardens - - - 16,137 Total 8,092,917$ 2,179,672$ 10,272,589$ 572,383$ Corporation/Multifamily Housing Property SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 38 NOTE 19 – RELATED PARTY TRANSACTIONS (Continued) The following table discloses the related-party transactions between the Organization and the multifamily housing properties as of and for the year ended June 30, 2020: Development Note Funds Note and Balance Loaned/ Balance Management 6/30/2019 (Repaid)6/30/2020 Fees Received Partnership Properties - General Partner SHE-CEF I, Inc. Biola Village -$ -$ -$ 37,793$ Lincoln Plaza - - - 19,169 Parksdale Village - - - 20,901 Rancho Lindo - - - 26,594 Rolling Hills 300,000 (300,000) - - Sand Creek - - - 25,595 Villa Del Rey - - - 17,891 Washington Plaza - - - 25,595 Annadale Commons, LLC Annadale Commons 979,068 200,000 1,179,068 - Goshen Village II, LLC Goshen Village II - - - 26,104 Highland Gardens, LLC Highland Gardens 871,746 - 871,746 9,561 Mariposa Oaks, LLC Mariposa Oaks 200,000 200,000 - Nupchi Xo'oy, LLC Nupchi Xo'oy 350,000 350,000 - Palm Terrace, LLC Palm Terrace 846,016 (300,000) 546,016 23,076 Parksdale Village II, LLC Parksdale Village II - - - 23,534 Sequoia Commons, LLC Sequoia Commons 2,295,000 - 2,295,000 - Sierra Village, LLC Sierra Village 430,000 - 430,000 26,042 Solinas/Almond, LLC and Solinas Village Inc. Almond Court 493,943 - 493,943 22,087 Solinas Village - - - 21,755 Stonegate Village I, LLC Stonegate Village I 892,489 - 892,489 - Stonegate Village II, LLC Stonegate Village II 450,000 - 450,000 - Valley Oaks, LLC Valley Oaks Apartments 384,655 - 384,655 - Viscaya Gardens, LLC Viscaya Gardens - - - 20,904 Total 7,942,917$ 150,000$ 8,092,917$ 346,601$ Corporation/Multifamily Housing Property SELF-HELP ENTERPRISES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 AND 2020 See Independent Auditor’s Report. 39 NOTE 20 – UNCERTAINTY On March 11, 2020, the World Health Organization declared the outbreak of coronavirus, COVID-19, a pandemic. Accordingly, some functions of the Organization’s operations were limited to protect the health and safety of its employees. The financial impact that could occur as a result of the pandemic is unknown at this time. NOTE 21 – SUBSEQUENT EVENTS Subsequent to June 30, 2021, the following transactions occurred:  The celebration of the grand opening of Sequoia Commons II, a 60-unit project in Goshen California was held on October 8, 2021 at which time the Community Building was dedicated to Graciela Martinez, who was the original Secretary of the Board at incorporation in 1965.  The Calvert Impact Capital, Inc has approved a renewal of their loan to SHE and increased the amount from $2,000,000 to $3,000,000.  Property held at 8425 W. Elowin Court in Visalia has been reclaimed from its status as a rental property of the organization and is currently undergoing remodeling to become additional office space for SHE.  The existing RD523 Grant was extended to March 2022 and an additional $800,000 in funding provided while the grant renewal process is awaiting approval.  $250,000 funding from the American Rescue Funds have been committed to the Neighborhood Village 52-unit project in Goshen, California by Tulare County.  The Organization has received a commitment of $19 million of Low-Income Housing Tax Credits for The Lofts, an 80-unit project in Downtown Visalia, California; $11 million of Tax Credits for Palm Terrace II, a 54 unit project in Lindsay, California; and $16 million of Tax Credits for Santa Fe Commons, an 81 unit project in Tulare, California.  The CalHome program of California has committed $1.4 Million for the Fresno Self-Help Homeownership project of 22 units; $2,250,000 for Housing Rehabilitation projects in Tulare County; $1,320,000 in Kings County; and additional funding of $3,350,000 for various projects in five cities/counties within the Organization’s footprint for Homebuyer and rehabilitation projects. Management has evaluated and concluded that there are no other subsequent events that have occurred from June 30, 2021 through the date the financials were available to be issued at October 25, 2021, that would require disclosure or adjustment. 40 THIS PAGE IS LEFT BLANK INTENTIONALLY. 41 SUPPLEMENTARY INFORMATION 42 THIS PAGE IS LEFT BLANK INTENTIONALLY. 43 INDEPENDENT AUDITOR’S REPORT ON SUPPLEMENTARY INFORMATION To the Board of Directors of Self-Help Enterprises Visalia, California We have audited the consolidated financial statements of Self-Help Enterprises (the “Organization”), a nonprofit corporation, as of and for the year ended June 30, 2021, and have issued our report thereon dated October 25, 2021, which contained an unmodified opinion on those consolidated financial statements, on page 1. Our audit was performed for the purpose of forming an opinion on the consolidated financial statements as a whole. The supplementary information on pages 45-50 and page 55 is presented for purposes of additional analysis and is not required as part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has not been subjected to the auditing procedures applied in the audit of the consolidated financial statements, and, accordingly, we do not express an opinion or provide any assurance on it. Clovis, California October 25, 2021 44 THIS PAGE IS LEFT BLANK INTENTIONALLY. 45 SELF-HELP ENTERPRISES CONSOLIDATING STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED JUNE 30, 2021 (With Summarized Financial Information for 2020) SHE Controlled20212020Subtotal SHE MultifamilyTotal SHETotal SHECombinedPropertiesSubtotal SHEEliminationsConsolidatedConsolidatedASSETSCurrent assets:Cash and cash equivalents6,469,451$ 1,247,854$ 7,717,305$ -$ 7,717,305$ 13,721,262$ Accounts receivable5,810,616 168,376 5,978,992 (279,655) 5,699,337 5,047,501 Securities (at fair value)5,353,008 - 5,353,008 - 5,353,008 5,878,592 Grants receivable6,044,715 - 6,044,715 - 6,044,715 3,241,974 Interest receivable281,735 - 281,735 (61,231) 220,504 113,234 Notes receivable - current portion1,823,111 - 1,823,111 (92,168) 1,730,943 2,884,306 Prepaids and deposits609,147 121,170 730,317 - 730,317 593,924 Construction funds receivable653,290 - 653,290 - 653,290 77,955 Construction in progress14,575,307 - 14,575,307 - 14,575,307 10,962,811 Total current assets41,620,380 1,537,400 43,157,780 (433,054) 42,724,726 42,521,559 Other assets:Notes receivable net of current portion35,024,622 - 35,024,622 (2,482,629) 32,541,993 26,495,953 Investment in affiliates2,503,292 - 2,503,292 - 2,503,292 1,330,771 Investment in affiliates at fair value213,307 - 213,307 - 213,307 121,975 Restricted cash6,740,486 - 6,740,486 - 6,740,486 4,378,121 Impound/reserve accounts886,457 3,293,397 4,179,854 - 4,179,854 4,160,211 Intangible assets, net- 282,934 282,934 - 282,934 282,934 Land held for development10,866,576 - 10,866,576 - 10,866,576 12,187,259 Total other assets56,234,740 3,576,331 59,811,071 (2,482,629) 57,328,442 48,957,224 Property, plant and equipment, net8,121,402 24,875,252 32,996,654 - 32,996,654 34,270,009 Total assets105,976,522$ 29,988,983$ 135,965,505$ (2,915,683)$ 133,049,822$ 125,748,792$ LIABILITIESCurrent liabilities:Notes Payable - current portion3,127,695$ $ 101,524 $ 3,229,219 $ (92,168) 3,137,051$ 3,055,915$ Accounts payable and accrued expenses4,046,199 1,083,436 5,129,635 (279,655) 4,849,980 4,374,335 Deferred grants6,786,483 - 6,786,483 - 6,786,483 5,103,787 Total current liabilities13,960,377 1,184,960 15,145,337 (371,823) 14,773,514 12,534,037 Deferred loans20,202,737 - 20,202,737 20,202,737 19,267,258 Other long-term payables2,315,615 - 2,315,615 2,315,615 2,153,540 Accrued interest payable - deferred notes960,000 7,400,049 8,360,049 (61,231) 8,298,818 7,862,553 Notes payable net of current portion19,496,994 17,672,977 37,169,971 (2,482,629) 34,687,342 36,587,513 Total Liabilities56,935,723 26,257,986 83,193,709 (2,915,683) 80,278,026 78,404,901 NET ASSETSNet assets without donor restrictions45,094,542 3,730,997 48,825,539 - 48,825,539 43,348,197 Net assets with donor restrictions3,946,257 - 3,946,257 - 3,946,257 3,995,694 Total net assets49,040,799 3,730,997 52,771,796 - 52,771,796 47,343,891 Total liabilities and net assets105,976,522$ 29,988,983$ 135,965,505$ (2,915,683)$ 133,049,822$ 125,748,792$ 46 SELF-HELP ENTERPRISES CONSOLIDATING STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2021 (With Summarized Financial Information for 2020) SHE ControlledSubtotal SHE Multifamily Subtotal 2021 2020CombinedPropertiesSHEEliminationsConsolidatedConsolidatedRevenues, gains and other supportGrants13,953,241$ -$ 13,953,241$ -$ 13,953,241$ 10,781,894$ Contract income4,987,309 - 4,987,309 - 4,987,309 5,017,699 Interest income310,603 3,213 313,816 (23,840) 289,976 244,395 Investment gains716,972 - 716,972 - 716,972 (77,361) Land/development sales5,391,822 - 5,391,822 - 5,391,822 3,728,643 Developer fees3,656,690 - 3,656,690 - 3,656,690 3,926,829 Contributions1,114,727 - 1,114,727 - 1,114,727 741,846 Earned loan forgiveness1,684,700 - 1,684,700 - 1,684,700 - Other income650,064 79,571 729,635 (265,439) 464,196 1,607,182 Rental income1,698,892 5,273,662 6,972,554 - 6,972,554 5,857,125 Total revenues, gains and other support 34,165,020 5,356,446 39,521,466 (289,279) 39,232,187 31,828,252 ExpensesSalaries and fringe benefits11,051,203 1,476,193 12,527,396 - 12,527,396 10,613,266 Contract services416,260 953,384 1,369,644 - 1,369,644 1,065,933 Travel 251,032 - 251,032 - 251,032 311,352 Space642,682 1,724,176 2,366,858 - 2,366,858 2,133,346 Depreciation607,868 1,810,542 2,418,410 - 2,418,410 2,145,579 Equipment rent/lease/purchase218,522 - 218,522 - 218,522 268,564 Telephone109,433 54,307 163,740 - 163,740 147,207 Insurance334,244 175,745 509,989 - 509,989 416,077 Supplies58,421 62,510 120,931 - 120,931 141,574 Postage31,872 - 31,872 - 31,872 33,918 Project costs7,425,644 - 7,425,644 - 7,425,644 7,654,566 Participant financing93,361 - 93,361 - 93,361 79,501 Interest expense345,900 492,918 838,818 (23,840) 814,978 625,446 Cost of sales4,326,040 - 4,326,040 - 4,326,040 3,303,203 Other costs914,283 421,648 1,335,931 (265,439) 1,070,492 618,163 Reserve expenses95,373 - 95,373 - 95,373 161,962 Total expenses 26,922,138 7,171,423 34,093,561 (289,279) 33,804,282 29,719,657 Increase (decrease) in net assets7,242,882 (1,814,977) 5,427,905 - 5,427,905 2,108,595 Net assets, beginning of year41,797,917 5,545,974 47,343,891 - 47,343,891 41,221,088 Contributed capital- - - - - 4,039,208 Distribution of Capital- - - - - (25,000) Net assets, end of year49,040,799$ 3,730,997$ 52,771,796$ -$ 52,771,796$ 47,343,891$ 47 SELF-HELP ENTERPRISES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED JUNE 30, 2021 (With Summarized Financial Information for 2020) SHE ControlledSHE Multifamily 2021 2020CombinedPropertiesConsolidatedConsolidatedCash Flows from Operating Activities:Increase (decrease) in net assets7,242,882$ (1,814,977)$ 5,427,905$ 2,108,594$ Adjustment to reconcile increase (decrease) in net assets to net cash provided by (used in) operating activities:Depreciation607,868 1,810,542 2,418,410 2,145,579 Unrealized (gain) loss on marketable securities(716,972) - (716,972) 77,361 Unrealized (gain) loss on investments with affiliates(1,263,853) - (1,263,853) (25,908) Earned loan forgiveness(1,684,700) - (1,684,700) - Recovery of impairment loss(313,600) - (313,600) - (Increase) decrease in operating assets(6,787,245) (76,682) (6,863,927) (6,518,567) Increase (decrease) in operating liabilities3,634,365 244,120 3,878,485 4,354,924 Net cash provided by (used in) operating activities718,745 163,003 881,748 2,141,983 Cash Flows from Investing Activities: Payments for purchases of property, plant and equipment(706,297) (125,158) (831,455) (3,190,673) Advances on notes receivable(9,558,019) - (9,558,019) (10,426,653) Principal payments received on notes receivable4,231,949 - 4,231,949 7,201,066 Deposits to reserves187,945 - 187,945 190,554 Withdrawals from reserves(95,374) - (95,374) (161,962) Cash from consolidation of subsidiary- - - 65,171 Purchases of marketable securities(1,677,585) - (1,677,585) (3,949,098) Sale of marketable securities2,920,141 - 2,920,141 3,784,592 Net cash provided by (used in) investing activities(4,697,240) (125,158) (4,822,398) (6,487,003) Cash Flows from Financing Activities:Proceeds from borrowings on long-term debt2,191,091 112,831 2,303,922 9,471,912 Principal payments on long-term debt(1,984,659) (20,205) (2,004,864) (812,989) Advances on line of credit750,000 - 750,000 500,000 Payments on line of credit(750,000) - (750,000) (500,000) Net cash provided by (used in) financing activities206,432 92,626 299,058 8,658,923 Net increase (decrease) in cash and cash equivalents(3,772,063) 130,471 (3,641,592) 4,313,903 Cash and cash equivalents, beginning of year16,982,000 1,117,383 18,099,383 13,785,480 Cash and cash equivalents, end of year13,209,937$ 1,247,854$ 14,457,791$ 18,099,383$ Reconciliation to Consolidating Statements of Net Position:Unrestricted cash and cash equivalents6,469,451$ 1,247,854$ 7,717,305$ 13,721,262$ Restricted cash and cash equivalents6,740,486 - 6,740,486 4,378,121 13,209,937$ 1,247,854$ 14,457,791$ 18,099,383$ Supplemental Disclosure of Cash Payments for:Interest345,900$ 27,375$ 373,275$ 231,035$ 48 SELF-HELP ENTERPRISES COMBINING STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED JUNE 30, 2021 (With Summarized Financial Information for 2020) SHE OwnedTotal Multifamily 2021 2020SHE CorporatePropertiesSHE CombinedSHE CombinedASSETSCurrent assets:Cash and cash equivalents 6,260,862$ 208,589$ 6,469,451$ 12,603,879$ Accounts receivable 5,701,939 108,677 5,810,616 5,015,318 Securities (at fair value) 5,353,008 - 5,353,008 5,878,592 Grants receivable6,044,715 - 6,044,715 3,241,974 Interest receivable281,735 - 281,735 176,856 Notes receivable - current portion1,823,111 - 1,823,111 2,953,308 Prepaids and deposits582,722 26,425 609,147 520,324 Construction funds receivable653,290 - 653,290 77,955 Construction in progress14,575,307 - 14,575,307 10,962,811 Total current assets 41,276,689 343,691 41,620,380 41,431,017 Other assets:Notes receivable net of current portion35,024,622 - 35,024,622 28,568,355 Investment in affiliates2,503,292 - 2,503,292 1,330,771 Investment in affiliates at fair value213,307 - 213,307 121,975 Restricted cash6,740,486 - 6,740,486 4,378,121 Impound/reserve accounts- 886,457 886,457 850,672 Land held for development10,866,576 - 10,866,576 12,187,259 Total other assets 55,348,283 886,457 56,234,740 47,437,153 Property, plant and equipment, net2,142,517 5,978,885 8,121,402 7,709,373 Total assets 98,767,489$ 7,209,033$ 105,976,522$ 96,577,543$ LIABILITIESCurrent liabilities:Notes payable - current portion2,795,829$ $ 331,866 3,127,695$ 3,031,283$ Accounts payable and accrued expenses3,950,561 95,638 4,046,199 3,252,084 Deferred grants6,786,483 - 6,786,483 5,103,787 Total current liabilities 13,532,873 427,504 13,960,377 11,387,154 Deferred loans20,202,737 - 20,202,737 19,267,258 Other long - term payables2,315,615 - 2,315,615 2,153,540 Accrued interest payable-deferred notes- 960,000 960,000 900,000 Notes payable net of current portion13,186,400 6,310,594 19,496,994 21,071,674 Total liabilities49,237,625 7,698,098 56,935,723 54,779,626 NET ASSETSNet assets without donor restrictions45,583,607 (489,065) 45,094,542 37,802,223 Net assets with donor restrictions3,946,257 - 3,946,257 3,995,694 Total net assets 49,529,864 (489,065) 49,040,799 41,797,917 Total liabilities and net assets 98,767,489$ 7,209,033$ 105,976,522$ 96,577,543$ 49 SELF-HELP ENTERPRISES COMBINING STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2021 (With Summarized Financial Information for 2020) SHE Owned20212020Total SHE MultifamilySubtotal SHE Subtotal SHEGeneralLand DevGrantsIndirectCorporatePropertiesEliminationsCombinedCombinedRevenues, gains and other supportGrants721,025$ 2,670,081$ 10,562,135$ -$ 13,953,241$ -$ -$ 13,953,241$ 10,781,894$ Contract income4,987,309 - - - 4,987,309 - - 4,987,309 5,260,229 Interest income259,460 39,672 10,488 - 309,620 983 - 310,603 280,983 Investment gain (loss)716,972 - - - 716,972 - - 716,972 (77,361) Land/development sales1,604,930 3,786,892 - - 5,391,822 - - 5,391,822 3,728,643 Developer Fees3,656,690 - - - 3,656,690 3,656,690 3,926,829 Contributions1,112,727 2,000 - - 1,114,727 - - 1,114,727 741,846 Earned loan forgiveness1,495,700 189,000 - - 1,684,700 - - 1,684,700 - Other income456,302 52,793 144,714 - 653,809 18,755 (22,500) 650,064 704,790 Rental income- - - - - 1,698,892 - 1,698,892 1,673,460 Total revenues, gains and other support 15,011,115 6,740,438 10,717,337 - 32,468,890 1,718,630 (22,500) 34,165,020 27,021,313 ExpensesSalaries and fringe benefits4,506,696 366,426 4,144,958 1,647,547 10,665,627 385,576 - 11,051,203 9,316,213 Contract services167,194 1,912 33,049 54,675 256,830 159,430 - 416,260 428,455 Travel 75,365 3,076 169,867 2,724 251,032 - 251,032 311,352 Space64,296 4,825 57,731 21,498 148,350 494,332 - 642,682 587,566 Depreciation74,167 2,748 22,529 12,019 111,463 496,405 - 607,868 589,442 Equipment rent/lease/purchase110,962 5,872 75,272 26,416 218,522 - - 218,522 268,564 Telephone49,356 3,190 39,074 10,913 102,533 6,900 - 109,433 90,471 Insurance72,395 9,003 155,977 43,090 280,465 53,779 - 334,244 292,010 Supplies25,516 1,529 16,205 3,714 46,964 11,457 - 58,421 79,200 Postage19,517 624 9,937 1,794 31,872 - - 31,872 33,918 Project costs1,718,806 600,350 5,106,488 - 7,425,644 - - 7,425,644 7,654,566 Participant financing53,024 15,000 25,337 - 93,361 - - 93,361 79,501 Interest expense2,785 218,211 - - 220,996 124,904 - 345,900 233,738 Cost of sales1,346,353 2,979,687 - - 4,326,040 - - 4,326,040 3,303,203 Other costs837,225 9,764 15,700 9,032 871,721 65,062 (22,500) 914,283 459,931 Reserve expenses- - - - - 95,373 - 95,373 161,962 Allocated indirect expenses913,575 74,634 845,213 (1,833,422) - - - - - Total expenses 10,037,232 4,296,851 10,717,337 - 25,051,420 1,893,218 (22,500) 26,922,138 23,890,092 Increase (decrease) in net assets4,973,883 2,443,587 - - 7,417,470 (174,588) - 7,242,882 3,131,221 Net assets, beginning of year28,573,543 13,538,851 - - 42,112,394 (314,477) - 41,797,917 38,666,695 Net assets, end of year33,547,426$ 15,982,438$ -$ -$ 49,529,864$ (489,065)$ -$ 49,040,799$ 41,797,916$ 50 SELF-HELP ENTERPRISES SCHEDULE OF CONSTRUCTION ACTIVITY FOR THE YEAR ENDED JUNE 30, 2021 6/30/2020AdditionsCost of SalesRecognize ImpairmentAdjustments6/30/2021SalesCost of SalesGain/(Loss)Land DevelopmentBakersfield SF691,836$ 19,782$ (185,259)$ (313,600)$ -$ 212,759.00$ 315,000$ (185,259)$ 129,741$ Bakersfield MF - Madison/Haven- 37,817 - - - 37,817 - - - Chowchilla SF- 1,144,659 - - - 1,144,659 - - - Dinuba Sierra Village II773,541 107,992 - - - 881,533 - - - Farmersville - Los Arroyos85,570 507,557 - - - 593,127 - - - Fresno In - fill3,360 6,518 - - - 9,878 - - - Fresno SF178,372 165,320 - - - 343,692 - - - Goshen Village East-Com.228,264 43,911 (272,175) - - - 625,000 (272,175) 352,825 Goshen Village East MF II513,123 396,843 (150,000) - (759,966) - 300,000 (150,000) 150,000 Goshen Village EastMF III178,367 38,293 - - - 216,660 - - - Goshen Village East MF IV178,367 919 - - - 179,286 - - - Goshen Village East SF I357,591 5,671 - - - 363,262 - - - Hanford - North Star- 9,598 - - - 9,598 - - - Hanford SF - 3 lots21,448 6,744 - - - 28,192 - - - LeGrand SF223,155 12 - - - 223,167 - - - Lindsay Palm Terrace II526,235 81,652 - - - 607,887 - - - Lindsay Mt. Whitney- 3,319 - - - 3,319 - - - Lindsay SF83 8,400 - - - 8,483 - - - Madera - Sugar Pine Village1,030,429 1,155,611 (250,000) - (1,936,040) - 250,000 (250,000) - Mariposa - Creekside Terrace607,643 337,897 (404,795) - (540,745) - 481,892 (404,795) 77,097 Merced - Mercy Village- 42,812 - - - 42,812 - - - MF Energy Projects779,692 255,968 - - (441,261) 594,399 - - - Orosi SF710,680 1,051,699 - - - 1,762,379 - - - Parksdale 3 - SF1,112,683 144,984 - - - 1,257,667 - - - Patterson SF2,459,734 194,873 - - - 2,654,607 - - - Planada SF4,623,471 169,417 (1,304,204) - - 3,488,684 1,540,000 (1,304,204) 235,796 Porterville - Finca Serena- 126,628 - - - 126,628 - - - Potential Future Projects111,739 885 - - (57,844) 54,780 - - - Reedley - Guardian Village- 65,723 - - - 65,723 - - - Reedley SF3,850,252 1,721,804 - - - 5,572,056 - - - Shafter SF657,905 173,559 - - - 831,464 - - - Tulare-Santa Fe Commons- 627,753 - - - 627,753 - - - Turlock1,684,161 25,517 - - - 1,709,678 - - - Visalia - The Lofts103,572 455,716 - - - 559,288 - - - Visalia - Colegio- 10,878 - - - 10,878 - - - Woodlake North SF1,506,408 20,608 (253,626) - - 1,273,390 275,000 (253,626) 21,374 Subtotal 23,197,681 9,167,339 (2,820,059) (313,600) (3,735,856) 25,495,505 3,786,892 (2,820,059) 966,833 Allowance for real estate impairment loss (1,284,000) - - 313,600 - (970,400) - - - Total land development21,913,681 9,167,339 (2,820,059) - (3,735,856) 24,525,105 3,786,892 (2,820,059) 966,833 Bakersfield SF Home Construction787,511 645,416 (1,049,167) - - 383,760 - - - Property Held for ResaleVarious scattered properties448,878 381,324 (297,187) - - 533,015 428,643 (297,187) 131,456 Total property held for resale448,878 381,324 (297,187) - - 533,015 428,643 (297,187) 131,456 Total 23,150,070$ 10,194,079$ (4,166,413)$ -$ (3,735,856)$ 25,441,880$ 4,215,535$ (3,117,246)$ 1,098,289$ CONSTRUCTION ACTIVITYSALES ACTIVITYCity 51 SINGLE AUDIT 52 THIS PAGE IS LEFT BLANK INTENTIONALLY. SELF-HELP ENTERPRISES SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED JUNE 30, 2021 53 Federal CFDA /Public Law #Grant or Contract # Total Costs Expended/ Outstanding Balance U.S. Department of the Treasury Pass Through Programs: Local Initiative Support Corp - Emergency Rental Assistance Program 21.023 22,773$ Community Development Financial Institutions Fund: Capital Magnet Fund 21.020 171CM022190 17,514 NeighborWorks America: Maintenance of Solar on MFH Properties PL# 115-31 NA 31,398 Leadership Institute PL# 116-6 R-SUPINT-2019-55012 18,486 FY2020 Round I Leadership Institute Water Tour PL# 116-94 NA 1,600 FY2021 Round I Expendable Funds PL# 116-260 NA 480,000 Rental Portfolio Support PL# 116-260 NA 20,000 Total U.S. Department of Treasury 591,771 U.S. Department of Agriculture Direct Programs: Rural Utilities Service Household Water Well System 10.862 HWWS 2018 8,219 Rural Housing Preservation Grant 10.433 HPG 533 FY 2018 26,244 Rural Housing Preservation Grant 10.433 HPG 533 FY 2019 10,525 Rural Self-Help Technical Assistance 523 Grant 10.420 *523 TA 2018 2,006,629 Rural Community Development Initiative 2018 10.446 04-054-941592676-08 69,134 Rural Community Development Initiative 2019 10.446 04-054-941592676 147,543 Rural Development Multiple Family Housing 10.411 04-054-0941592676-19-6 750,829 Farm Labor Housing Loans and Grants 10.405 Various 4,020,311 Rural Rental Assistance Payments - Bear Creek Housing Community 10.427 355,392 Rural Rental Assistance Payments - Casas de la Vina 10.427 262,101 Rural Rental Assistance Payments - Vera Cruz Village 10.427 244,199 7,901,126 Pass Through Programs: Rural Community Assistance Corporation: Water and Waste Water Disposal Systems for Rural Communities 10.761 TECH21-S011 13,997 13,997 Total U.S. Department of Agriculture 7,915,123 U.S. Department of Housing and Urban Development Pass Through Programs: California Department of Housing and Community Development Local Initiatives Support Corporation (LISC): Local Initiatives Support Corporation 14.259 41215-0055 11,194 Local Initiatives Support Corporation 14.252 41215-0056 30,000 Local Initiatives Support Corporation 14.252 41215-0058 15,488 Community Development Block Grant - Subrecipient via City of Fresno 14.218 *2019-096 288,613 Community Development Block Grant - City of Arvin Business Assistance 14.218 *2020-20 2,245 Community Development Block Grant - City of Arvin 14.218 *2020-052 35,353 Community Development Block Grant - City of Avenal 14.218 *2020-39 46,270 Community Development Block Grant - City of Avenal Subsistence 14.218 *None 1,724 Community Development Block Grant - City of Coalinga 14.218 *None 56,477 Community Development Block Grant - City of Coalinga Subsistence 14.218 *None 53 Community Development Block Grant - City of Coalinga Business Assistance 14.218 *None 1,547 Community Development Block Grant - City of Corcoran 14.218 *2020-3062 27,864 Community Development Block Grant - County of Tulare 14.218 *None 19,260 Community Development Block Grant - City of Dinuba 14.218 *2020-53 41,133 Community Development Block Grant - City of Dinuba Subsistence 14.218 *2021-05 692 Community Development Block Grant - City of Dinuba Business Assistance 14.218 *2021-05 480 Community Development Block Grant - City of Exeter Business Assistance 14.218 *2021-02 868 Community Development Block Grant - City of Livingston 14.218 *2020-55 25,158 Community Development Block Grant - City of Livingston Business Assistance 14.218 *2021-03 341 Community Development Block Grant - City of Orange Cove Subsistence 14.218 *2021-05 7,804 Community Development Block Grant - City of Orange Cove Business Assistance 14.218 *2021-05 669 Community Development Block Grant - City of Sanger 14.218 *None 96,840 Community Development Block Grant - City of Sanger Business Assistance 14.218 *2021-08 422 Community Development Block Grant - City of Visalia 14.218 *None 600,030 Community Development Block Grant - City of Wasco 14.218 *None 943 Community Development Block Grant - City of Woodlake Subsistence 14.218 *None 3,497 Community Development Block Grant - City of Woodlake Business Assistance 14.218 *None 436 Housing Assistance Council - SHOP 2016 14.247 1-2006-1705 175,500 Housing Assistance Council - SHOP 2017 14.247 1-2105-1811 13,500 HUD Section 3: City of Bakersfield - Home Investment Partnership Program 14.239 18-073 - Total U.S. Department of Housing and Urban Development 1,504,401 U.S. Department of Labor Direct Programs: Seasonal Farmworker Grant 17.264 MH-33682-19-60-A-6 58,104 Total U.S. Department of Labor 58,104 U.S. Department of Health and Human Services Pass Through Programs: Rural Community Assistance Corporation Department of Community Services and Development 93.569 CSD19-S011/20 8,982 Total U.S. Department of Health and Human Services 8,982 U.S. Environmental Protection Agency Pass-Through Programs: State of California Water Resources Control Board Technical Assistance to Small Public Water Systems 66.468 18-010-550 361,229 Total U.S. Environmental Protection Agency 361,229 Total Expenditures of Federal Awards 10,439,610$ *Denotes a major program per Uniform Guidance Federal Grantor/Pass-Through Grantor/Program Title SELF-HELP ENTERPRISES NOTES TO THE SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED JUNE 30, 2021 54 NOTE 1 – BASIS OF PRESENTATION The accompanying Schedule of Expenditures of Federal Awards (the “Schedule”) includes the federal grant activity of Self-Help Enterprises under programs of the federal government for the year ended June 30, 2021. The information in this schedule is presented in accordance with the requirements of OMB’s Uniform Guidance. Because the Schedule presents only a selected portion of the operations of Self-Help Enterprises, it is not intended to and does not present the financial position, changes in net assets, or cash flows of Self-Help Enterprises. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in OMB’s Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. Federal awards received directly from federal agencies as well as federal awards passed through other government agencies are included in the Schedule. Pass-through entity identifying numbers are presented where available. Self-Help Enterprises did not provide federal funds to sub recipients. NOTE 3 – INDIRECT COST RATE Self-Help Enterprises has elected not to use the 10 percent de minimis indirect cost rate as allowed under the Uniform Guidance. NOTE 4 – RELATIONSHIP TO FEDERAL FINANCIAL REPORTS Information included in the accompanying Schedule of Expenditures of Federal Awards is in substantial agreement with the information reported in the related financial reports for major programs. NOTE 5 – FEDERAL LOAN BALANCES OUTSTANDING The following schedule summarizes the outstanding loan balances for federal programs as of June 30, 2021: Federal CFDA #Loan Balance U.S. Department of Agriculture Direct programs: Farm labor housing loans and grants: Bear Creek Housing Community 10.405 1,933,164$ Casas de la Vina 10.405 1,046,264 Vera Cruz Village 10.405 585,352 Sunrise Villa 10.405 149,531 Total farm labor housing loans and grants 3,714,311 Rural housing site loans 10.411 750,829 Total outstanding loan balances at June 30, 2021 4,465,140$ Pass-Through Grantor/Federal Grantor/Program Title SELF-HELP ENTERPRISES SCHEDULE OF EXPENDITURES OF STATE AWARDS FOR THE YEAR ENDED JUNE 30, 2021 55 Grant or Contract # Total Costs Expended/ Outstanding Balance State of California Department of Housing and Community Development Affordable Housing and Sustainable Communities Program - Goshen 17-AHSC-12147 671,303$ Affordable Housing and Sustainable Communities Program - Goshen 17-AHSC-12151 449,996 Infill Infrastructure Grant Program - Goshen 19-IIG-14406 1,531,269 Total Grants Costs Expended 2,652,568 State of California Department of Water Resources Direct Programs: 2017 Prop 1 Sustainable Groundwater Planning 4600012939 23,057 Total Grants Costs Expended 23,057 State of California Office of Emergency Services Direct Programs: Emergency Preparedness Grant ET18011168 522,763 Total Grants Costs Expended 522,763 State of California Water Resources Control Board Clean-up and Abatement Account: Direct Programs: Kettleman City Interim Emergency Bottled Water Project D1811003 336 Rainbird Valley Interim Emergency Bottled Water Project D1811428 13,974 Tombstone Territory Bottled Water Project D1711303 17,727 Three Palms Interim Emergency Bottled Water Project D1918109 26,504 Grayson Charter School Interim Emergency Bottled Water Project D19189104 1,544 Parlier Unified School District Interim Emergency Bottled Water Project D1918108 11,519 R.S. Mutual Interim Emergency Bottled Water Project D1912703 5,235 County Wide Emergency Bottled Water Program for Merced, Kings, Kern D1711006 4,476 County of Tulare Point-of-Use Project D1711011 36,384 City of Newman Drought Consolidation Project D1811394 13,067 130,766 Household/Small Water System Drought Assistance D15-11-951 90,387 SB108 Construction and Implementation Grant (Water Well)D17-11-971 779,207 Dry Well, Tanks, Hauling D2018001 3,683,653 Regional Bottled Water D1917010 112,099 Household Water Well Assistance D1917011 324,579 Sierra Vista Association Emergency Grant D2018137 10,541 Drinking Water for Schools Round 2 - Implementation Grant D1916402 39,081 5,039,547 Safe and Affordable Drinking Water Fund Technical Assistance for Implementation D1917012 272,248 Proposition 1 Funding for Technical Assistance Small DACs - Capital Improvement Projects D16-12-802 2,294,488 Total SWRCB-Grant Costs Expended 7,737,049 Total Expenditures of State Awards 10,935,437$ Pass-Through Grantor/State Grantor/Program Title 56 THIS PAGE IS LEFT BLANK INTENTIONALLY. 57 INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS To the Board of Directors of Self-Help Enterprises Visalia, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the consolidated financial statements of Self-Help Enterprises (the "Organization"), a nonprofit organization, which comprise the consolidated statement of financial position as of June 30, 2021, and the related consolidated statements of activities, functional expenses and cash flows for the year then ended, and the related notes to the consolidated financial statements, and have issued our report thereon dated October 25, 2021. Internal Control over Financial Reporting In planning and performing our audit of the consolidated financial statements, we considered the Organization’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the consolidated financial statements, but not for the purpose of expressing an opinion on the effectiveness of Self-Help Enterprises’ internal control. Accordingly, we do not express an opinion on the effectiveness of the Organization’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Organization’s consolidated financial statements will not be prevented or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Organization’s consolidated financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the consolidated financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. 58 Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Organization’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Organization’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Clovis, California October 25, 2021 59 INDEPENDENT AUDITOR’S REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE To the Board of Directors of Self-Help Enterprises Visalia, California Report on Compliance for Each Major Federal Program We have audited Self-Help Enterprises’ (the Organization) compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each of Self-Help Enterprises’ major federal programs for the year ended June 30, 2021. The Organization’s major federal programs are identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs. Management’s Responsibility Management is responsible for compliance with federal statutes, regulations, and the terms and conditions of its federal awards applicable to its federal programs. Auditor’s Responsibility Our responsibility is to express an opinion on compliance for each of the Organization’s major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about the Organization’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of the Organization’s compliance. Opinion on Each Major Federal Program In our opinion, the Organization complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2021. 60 Report on Internal Control Over Compliance Management of the Organization is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered the Organization’s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of the Organization’s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Clovis, California October 25, 2021 SELF-HELP ENTERPRISES SCHEDULE OF FINDINGS AND QUESTIONED COSTS FOR THE YEAR ENDED JUNE 30, 2021 61 SECTION I – SUMMARY OF AUDITOR’S RESULTS FINANCIAL STATEMENTS Type of auditor's report issued:Unmodified Internal control over financial reporting: Material weaknesses identified?Yes X No Significant deficiencies identified - not considered to be material weaknesses?Yes X No Noncompliance material to financial statements noted?Yes X No FEDERAL AWARDS Internal control over major programs: Material weaknesses identified?Yes X No Significant deficiencies identified - not considered to be material weaknesses?Yes X No Type of auditor's report issued on compliance for major programs:Unmodified Any audit findings disclosed that are required to be reported in accordance with 2 CFR 200, Section 200.516(a)?Yes X No IDENTIFICATION OF MAJOR PROGRAMS CFDA Number(s) 10.420 Rural Self Help Technical Assistance 14.218 Community Development Block Grant Dollar threshold used to distinguish between Type A and Type B programs: Auditee qualified as low-risk auditee?X Yes No Name of Federal Program or Cluster $750,000 SECTION II – FINANCIAL STATEMENT FINDINGS None reported. SECTION III – FEDERAL AWARD FINDINGS None reported. SELF-HELP ENTERPRISES SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS FOR THE YEAR ENDED JUNE 30, 2021 62 FINANCIAL STATEMENT FINDINGS None reported. FEDERAL AWARD FINDINGS None reported. Board of Directors 2022 Richard Barron Mike Chrisman Tim Denton Olivia Gomez Marvin Hansen Dave Herb Kayode Kadara, Chair Lupe Martinez Yolanda Meraz Teresa Ramos Martha Renteria, Vice Chair Dolores Salgado Tina Sumner Susan Zachary-Kreps Corporate Officers Thomas J. Collishaw, President Kathryn Long-Pence, Secretary Ethan Dutton, Asst. Secretary Ricky J. Gonzalez, Asst. Secretary Elizabeth McGovern Garcia, Asst. Secretary (AKA: Betsy McGovern-Garcia) Susan Long, Asst. Secretary 8445 W. Elowin Court . P.O. Box 6520 . Visalia, CA 93290 Phone (559) 651-1000 . Fax (559) 651-3634 . info@selfhelpenterprises.org . www.selfhelpenterprises.org A Nonprofit Housing and Community Development Organization 55 United States Department of the Interior OFFICE OF THE SECRETARY Washington, DC 20240 Nonprofit Organization Indirect Cost Negotiation Agreement EIN: 94-1592676 Date: 02/25/2022 Organization: Report Number: 2022-0111 Self-Help Enterprises P.O. Box 6520 Filing Ref.: Visalia, CA 93290 Last Negotiation Agreement dated: 04/29/2021 The indirect cost rates contained herein are for use on grants, contracts, and other agreements with the Federal Government to which Public Law 93-638 and/or 2 CFR Part 200 apply subject to the limitations contained in Section II.A. of this agreement. The rates were negotiated by the U.S. Department of the Interior, Interior Business Center, and the subject organization in accordance with the authority contained in applicabl e regulations. Section I: Rate Start Date End Date Rate Type 07/01/2020 06/30/2021 Final Name Rate Base Location Applicable To Indirect 20.33 % (A) All All Programs 07/01/2021 06/30/2022 Predetermined Name Rate Base Location Applicable To Indirect 20.25 % (A) All All Programs 07/01/2022 06/30/2023 Predetermined Name Rate Base Location Applicable To Indirect 20.25 % (A) All All Programs (A) Base: Total direct salaries and wages, including fringe benefits. The rate applies to all programs administered by the non -federal entity. To determine the amount of indirect costs to be billed under this agreement, direct salaries and wages and related fringe benefits should be summed and multiplied by the rate. All other program costs should be eliminated from the calculation. Treatment of fringe benefits : Fringe benefits applicable to direct salaries and wages are treated as direct costs; fringe benefits applicable to indirect salaries and wages are treated as indirect costs. Treatment of paid absences : Vacation, holiday, sick leave, and other paid absences are included in salaries and wages and are claimed on grants, contracts, and other agreements as part of the normal cost for the salaries and wages. Separate claims for the costs of these paid absences are not made. DocuSign Envelope ID: C6058367-B24F-4620-9F8C-3AEEA3ABA89E Section II: General A. Limitations: Use of the rate(s) contained in this agreement is subject to any applicable statutory limitations. Acceptance of the rate(s) agreed to herein is predicated upon these conditions: (1) no costs other than those incurred by t he subject organization were included in its indirect cost rate proposal, (2) all such costs are the legal obligations of the grantee/contractor, (3) similar types of costs have been accorded consistent treatment, and (4) the same costs that have been trea ted as indirect costs have not been claimed as direct costs (for example, supplies can be charged directly to a program or activity as long as these costs are not part of the supply costs included in the indirect cost pool for central administration). B. Audit: All costs (direct and indirect, federal and non -federal) are subject to audit. Adjustments to amounts resulting from audit of the cost allocation plan or indirect cost rate proposal upon which the negotiation of this agreement was based will be co mpensated for in a subsequent negotiation. C. Changes: The rate(s) contained in this agreement are based on the accounting system in effect at the time the proposal was submitted. Changes in the method of accounting for costs which affect the amount of reimbursement resulting from use of the rate(s) in this agreement may require the prior approval of the cognizant agency. Failure to obtain such approval may result in subsequent audit disallowance. D. Rate Type: 1. Fixed Carryforward Rate: The fixed carryforward rate is based on an estimate of the costs that will be incurred during the period for which the rate applies. When the actual costs for such period have been determined, an adjustment will be made to the rate fo r a future period, if necessary, to compensate for the difference between the costs used to establish the fixed rate and the actual costs. 2. Provisional/Final Rate: Within six (6) months after year end, a final indirect cost rate proposal must be submitted based on actual costs. Billings and charges to contracts and grants must be adjusted if the final rate varies from the provisional rate. If the final rate is greater than the provisional rate and there are no funds available to cover the additional indirect costs, the organization may not recover all indirect costs. Conversely, if the final rate is less than the provisional rate, the organization will be required to pay back the difference to the funding agency. 3. Predetermined Rate: A predetermined rate is an indirect cost rate applicable to a specified current or future period, usually the organization's fiscal year. The rate is based on an estimate of the costs to be incurred during the period. A predetermined rate is not subject to adjustment . E. Rate Extension: Only final and predetermined rates may be eligible for consideration of rate extensions. Requests for rate extensions of a current rate will be reviewed on a case -by-case basis. If an extension is granted, the non -Federal entity may not request a rate review until the extension period ends. In the last year of a rate extension period, the non -Federal entity must submit a new rate proposal for the next fiscal period. F. Agency Notification: Copies of this document may be provided to other federal offices as a means of notifying them of the agreement contained herein. G. Record Keeping: Organizations must maintain accounting records that demonstrate that each type of cost has been treated consistently either as a direct cost or an indirect co st. Records pertaining to the costs of program administration, such as salaries, travel, and related costs, should be kept on an annual basis. H. Reimbursement Ceilings: Grantee/contractor program agreements providing for ceilings on indirect cost rates or reimbursement amounts are subject to the ceilings stipulated in the contract or grant agreements. If the ceiling rate is higher than the negotiated rate in Section I of this agreement, the negotiated rate will be used to determine the maximum allowable indirect cost. DocuSign Envelope ID: C6058367-B24F-4620-9F8C-3AEEA3ABA89E Section II: General (continued) I. Use of Other Rates: If any federal programs are reimbursing indirect costs to this grantee/contractor by a measure other than the approved rate(s) in this agreement, the grantee/contractor should credit such costs to the affected programs, and the approved rate(s) should be used to identify the maximum amount of indirect cost allocable to these programs. J. Other: 1. The purpose of an indirect cost rate is to facilitate the allocation and billing of indirect costs. Approval of the indirect cost rate does not mean that an organization can recover more than the actual costs of a particular program or activity. 2. Programs received or initiated by the organization subsequent to the negotiation of this agreement are subject to the approved indirect cost rate(s) if the programs receive administrative support from the indirect cost pool. It should be noted that this could result in an adjustment to a future rate. 3. This Negotiation Agreement is entered into under the terms of an Interagency Agreement between the U.S. Department of the Interior and the cognizant agency. No presumption of federal cognizance over audits or indirect cost negotiations arises as a result of this Agreement. 4. Organizations that have previously established indirect c ost rates —exclusive of the 10% de minimis rate— must submit a new indirect cost proposal to the cognizant agency for indirect costs within six (6) months after the close of each fiscal year. DocuSign Envelope ID: C6058367-B24F-4620-9F8C-3AEEA3ABA89E Section III: Acceptance Listed below are the signatures of acceptance for this agreement: By the Nonprofit Organization By the Cognizant Federal Government Agency Self-Help Enterprises US Department of Agriculture - RHS signature2 signature1 Signature Signature Thomas J Collishaw Craig Wills Name: Name: Division Chief President/Chief Executive Officer Indirect Cost & Contract Audit Division Interior Business Center Title: Title: signatureDate2 signatureDate1 Date Date Negotiated by: Muberra Guvenc Telephone: (916) 930-3816 Next Proposal Due Date: 12/31/2022 DocuSign Envelope ID: C6058367-B24F-4620-9F8C-3AEEA3ABA89E 2/25/20222/28/2022 Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position; add additional rows as needed) Direct Service Personnel: Rehab Manager 24,459.00 2,072.00 26,531.00 26,531.00 Rehab Loan Processor 18,698.00 8,114.00 26,812.00 26,812.00 Rehab Project Technician 11,006.00 4,822.00 15,828.00 15,828.00 Rehab Specialist 51,769.00 17,596.00 69,365.00 69,365.00 - - Administrative Personnel: Program Director 2,130.00 886.00 3,016.00 3,016.00 Administrative Analsyst 8,891.00 3,069.00 11,960.00 11,960.00 [enter position title] - - Independent Contractors / Consultants: - [enter position title] - - TOTAL PERSONNEL BUDGET $ 116,953.00 $ 36,559.00 $ 153,512.00 $ - $ - $ - $ - $ - $ 153,512.00 Occupancy, Supplies, and Other Operating Office Space/Utilities/Phone 5,200.00 5,200.00 Office Supplies, Postage 6,100.00 6,100.00 Insurance 5,700.00 5,700.00 Travel 3,000.00 3,000.00 Marketing & Outreach 300.00 300.00 - - - - - Other (Specify) - TOTAL OCCUPANCY, SUPPLIES AND OTHER OPERATING BUDGET $ 20,300.00 $ - $ - $ - $ - $ - $ 20,300.00 INDIRECT COSTS (Select 1 indirect rate Only) Approved Cost Allocation Plan Rate - 20.25% 26,621.32 26,621.32 De minimus 10 % Rate - TOTAL INDIRECTCOST BUDGET $ 26,621.32 $ - $ - $ - $ - $ - $ 26,621.32 Program Expense Budget Grant Assistance to Beneficiaries 480,378.68 480,378.68 36,952.21 Loans to Beneficiaries - - Professional Services 19,188.00 19,188.00 TOTAL PROGRAM EXPENSE BUDGET $ 499,566.68 $ - $ - $ - $ - $ - $ 499,566.68 TOTAL PROJECT BUDGET $ 116,953.00 $ 36,559.00 $ 700,000.00 $ - $ - $ - $ - $ - $ 700,000.00 CITY OF FRESNO OPERATING BUDGET SUMMARY (non-capital projects) * Please revise this form and annotate budget items as needed All applicants are required to submit a copy of their organization’s operating budget. City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) Budgeted Position (Personnel) or Category (Operations) SELF-HELP ENTERPRISES PROCUREMENT POLICIES AND PROCEDURES for Projects where required by the use of Federal Funds Revised April 2008 1 SELF-HELP ENTERPRISES Procurement Policy and Procedures Where required by the use of Federal Funds The use of Federal Funds in financing may trigger specific purchase procedures. The procedures in this document ally to purchasing and contracting for supplies, equipment, construction, and other services acquired for Self-Help Enterprises or SHE-controlled projects where specifically required by the use of Federal financing. Funding requirements should be carefully reviewed to determine the applicability of specific procedures. For example, HUD HOME funds generally require use of specified procedures. However, these procedures do not apply in cases where the HOME project funds are CHDO funds awarded by the state HCD or by a participating jurisdiction. SHE POLICY The goal of the following procedures is to assure that: 1. Unnecessary or duplicative purchases are not made; 2. Favorable prices for goods and services are obtained without sacrificing needed quality; 3. Purchases are made on the basis of open and free competition whenever possible; and 4. National goals for equal employment, stimulation of small and minority-owned businesses, women's business enterprises and fair labor standards are encouraged. Procurement procedures shall provide, to the maximum extent practical, open and free competition. Solicitations shall clearly set forth all requirements that the bidder shall fulfill in order for the offer to be evaluated. In order to ensure objective contractor performance and to eliminate unfair competitive advantage, contractors are not allowed to develop or draft bid specifications, requirements, statements of work, invitations for bids and/or requests for proposals. Awards shall be made to the bidder whose offer is responsive to the solicitation and is most advantageous to Self-Help Enterprises. Any and all bids may be rejected when it is in Self-Help Enterprise’s best interest to do so. Board of Directors, 1/84 Amended: 9/1990 Amended 7/2000 Amended 4/2007 2 PROCUREMENT PROCEDURES The following procedures are provided as guidance where required by the use of Federal funds: 1. Effort should be made to avoid purchasing unnecessary, duplicative or ineligible items. 2. Where appropriate, an analysis should be made of lease versus purchase alternatives. 3. Solicitations for goods and services should contain the following: a. A clear description of the technical requirements. In competitive procurements, such a description shall not contain items that could unduly restrict competition. b. Requirements which the bidder must fulfill and all other factors to be used in evaluating bids or proposals. c. The specific features of "brand name or equal" descriptions that bidders are required to meet when such items are included in the solicitation. d. To the extent practicable and economically feasible, preference for products and services that conserve natural resources and protect the environment and are energy efficient. 4. Whenever possible, efforts shall be made to utilize small businesses, minority-owned firms, women's business enterprises, and low- and very low-income persons in compliance with Section 3 of the Housing and Urban Development Act. To further this goal, the following steps should be followed: a. To the fullest extent possible, ensure that small businesses, minority-owned firms, and women's business enterprises are used. b. To encourage participation of small businesses, minority-owned firms, and women's business enterprises, make information on forthcoming opportunities available. c. For larger contracts, consider whether firms intend to subcontract with small businesses, minority-owned firms, and women's business enterprises. d. When a contract is too large for one of these firms to handle individually, encourage contracting with consortiums of small businesses, minority-owned firms and women's business enterprises. e. Use the services of such organizations as the Small Business Administration and the Department of Commerce's Minority Business Development Agency in the utilization of small businesses, minority- owned firms and women's business enterprises. CONFLICT OF INTEREST No employee shall participate in the selection, award, or administration of a contract supported by Federal funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when the employee, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in the firm selected for an award. The employees of Self-Help Enterprises shall neither solicit nor accept gratuities, favors, or anything of monetary value from contractors, or parties to sub-agreements. However, it's acceptable if the financial interest is not substantial or the gift is an unsolicited item of nominal value. This section applies during employee tenure and for one year thereafter. 3 TYPES OF PROCUREMENT METHODS Small Purchase Method ($100,000 and under) The procedures under this method are relatively simple and informal and do not typically involve competitive bidding. Solicit verbal quotes from a minimum of three (3) qualified bidders. Award should be made to the lowest responsive and responsible bidder. On purchases involving construction work, a set of contract specifications and plans should be developed to clearly describe the technical requirements of the project. Note that the Davis- Bacon provisions may be required for construction work to comply with Financing Agencies’ requirements. Large Purchase Method (greater than $100,000) An analysis of the project, the purchasing environment, and Self-Help Enterprises’ needs will determine the selection of one of the three methods below. A. Competitive Sealed Bids (Formal Advertising) Sealed bids are solicited through formal advertising. A firm, fixed-price contract is awarded to the responsible bidder whose offer conforms to all the material terms and conditions of the solicitation and is the lowest in price. In order for sealed bidding to be feasible, the following conditions must be met: 1. Complete and adequate specifications or a description of the purchase must be provided to all prospective bidders; 2. Two (2) or more responsible vendors must be willing and able to effectively compete; and 3. The procurement must lend itself to a firm, fixed-price contract that allows the successful bidder to be selected based principally on price. When sealed bids are used, the following apply: 1. Self-Help Enterprises must solicit bids from a sufficient number (two (2) or more) of qualified vendors prior to the date of the bid openings; 2. Self-Help Enterprises must formally advertise in newspapers, including minority newspapers. Such advertisements should clearly define the items or services so that the bidders can properly respond; 3. All bids must be opened publicly at the time and place stated; and 4. Reject any and all bids when documented reasons support such a decision. 4 B. Competitive Proposals Method Competitive proposal procedures may only be used when price is not used as a selection factor. By this method, competitor's qualifications are evaluated and the most qualified one is selected. If the conditions for the use of sealed bids do not exist, then the competitive proposal method is acceptable. Under this process, a Request for Proposal (RFP) is publicized and proposals are requested from a number of qualified vendors. A fixed-price or cost reimbursable contract is awarded. If the competitive proposal process is used, the following steps need to be addressed: 1. Solicit proposals from a sufficient number of qualified vendors to permit reasonable competition; 2. Identify all significant evaluation factors in the RFP. Factors that should be included are as follows: A breakdown of tasks that details the scope of work and cost; a statement of qualifications, including references; a description of the applicant's organization; a cost proposal with an explanation of proposed billing and payment terms; and a proposed schedule of work; 3. Describe the mechanisms for technical evaluation of the proposals received, determinations of responsible vendors for the purpose of written or oral discussions, and selection for contract award; 4. Select a responsible bidder whose proposal will be the most advantageous to Self-Help Enterprises, considering price and other factors such as past record of performance. Unsuccessful bidders should be notified immediately. C. Sole or Single Source Procurement Noncompetitive negotiation is allowed under certain conditions. This method may be used only when the award of a contract is infeasible under small purchase, sealed bids or competitive proposals and one of the following circumstances applies: 1. The item desired is available from only one source. 2. After multiple sources have been solicited, competition is determined inadequate. 3. The federal awarding agency authorizes noncompetitive proposals. If only one proposal has been received pursuant to any procurement process, or if you wish to select a specific contractor without a procurement process, written approval is generally required from the federal awarding agency. RECORDS At a minimum, procurement records and files for purchases in excess of the small purchase threshold shall include the following: (a) basis for contractor selection, (b) justification for lack of competition when competitive bids or offers are not obtained, and (c) basis for award cost or price. 5 The Certifications and Representations Form (Appendix B) must be completed by the supplier/contractor and kept on file. See Appendix B for applicable thresholds. The Procurement Policies and Procedures Checklist (Appendix C) must also be completed, signed and kept on file. AWARDS AND CONTRACT PROVISIONS The type of award used (e.g., fixed price contracts, cost reimbursable contracts, purchase orders, and incentive contracts) shall be determined at the time of the procurement, and shall be appropriate for the particular procurement and for promoting the best interest of the project involved. Only responsible contractors are to receive contracts. These contractors must have the ability to perform successfully under the terms and conditions of the proposed procurement. Consideration should be given to matters such as contractor integrity, record of past performance, or financial and technical resources. Any contractor debarred or suspended by the Federal government is not permitted to do business with the Federal government or any recipient of Federal funds (due to a finding of fraud, illegality or other reason) unless an exception is granted in writing by a government contracting officer. Additional information regarding Debarment and Suspension can be found at the following website address, http://epls.arnet.gov/. All procurements with Federal funds shall include, in addition to provisions to define a sound and complete agreement, the following provisions. 1. Contracts in excess of the small purchase threshold ($100,000) shall contain contractual provisions or conditions that allow for administrative, contractual, or legal remedies in instances in which a contractor violates or breaches the contract terms. 2. All contracts in excess of the small purchase threshold ($100,000) shall contain suitable provisions for termination by the recipient, including the manner by which termination shall be effected and the basis for settlement. In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. 3. Self-Help Enterprises shall provide its own requirements relating to bid guarantees, performance bonds, and payment bonds as follows: a A bid guarantee from each bidder equivalent to five percent of the bid price. The "bid guarantee" shall consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder shall, upon acceptance of his bid, execute such contractual documents as may be required. b A performance bond on the part of the contractor for 100 percent of the contract price. A "performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract. 6 c A payment bond on the part of the contractor for 100 percent of the contract price. A "payment bond" is one executed in connection with a contract to assure payment as required by statute of all persons supplying labor and material in the execution of the work provided for in the contract. d Where bonds are required in the situations described above, the bonds shall be obtained from companies holding certificates of authority as acceptable sureties pursuant to 31 CFR part 223, "Surety Companies Doing Business with the United States." All contracts, including small purchases, awarded by Self-Help Enterprises and their contractors shall contain the procurement provisions attached (Appendix A), as applicable. SIGNATURE AUTHORITY All contracts and purchase commitments must be made by employees of Self-Help Enterprises who are authorized to perform such activities. STATE LAWS AND REGULATIONS State laws and regulations also affect the procurement process and should be reviewed for additional compliance requirements prior to any procurement. 7 Appendix A Contract Provisions All contracts, including small purchases, shall contain the following provisions as applicable: 1. Equal Employment Opportunity - All contracts shall contain a provision requiring compliance with E.O. 11246, "Equal Employment Opportunity," as amended by E.O. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by regulations at 41 CFR part 60, "Office of Federal Compliance Programs, Equal Employment Opportunity, Department of Labor." 2. Copeland "Anti-Kickback" Act (18 U.S.C. 874 and 40 U.S.C. 276c) - All contracts and sub grants in excess of$2,000 for construction or repair awarded by recipients and subrecipients shall include a provision for compliance with the Copeland "Anti-Kickback" Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR PART 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contactor or subrecipient shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The recipient shall report all suspected or reported violations to the Federal awarding agency. 3. Davis-Bacon Act, as amended (40 U.S.C 276a to a-7) - When required by Federal program legislation, all construction contacts awarded by the recipients and subrecipients shall include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 276a to a-7) and as supplemented by Department of Labor regulations (29 CFR part 5, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction"). Under this Act, contractors shall be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. In addition, contractors shall be required to pay wages to laborers not less than once a week. The recipient shall place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation and the award of a contract shall be conditioned upon the acceptance of the wage determination. The recipient shall report all suspected or reported violations to the Federal awarding agency. 4. Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333) - Where applicable, all contracts awarded by recipients that involve the employment of mechanics or laborers shall include a provision for compliance with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor regulations (29 CFR part 5). Under Section 102 of the Act, each contractor shall be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than 1 ½ times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Section 107 of the Act is applicable to construction work and provides that no laborer or mechanic shall be required to work in surrounding or under working 8 conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. There are additional regulations issued by the State of California entitled "Construction Safety Order, and General Industry Safety Orders" (California Administrative Code, Title 8). When applicable, these regulations should be incorporated into any resulting California construction contract. 5. Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended - Contracts and subgrants of amounts in excess of $100,000 shall contain a provision that requires the recipient to agree to comply with all applicable standards, order or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.). Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) - Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient. 7. Debarment and Suspension (E.O.s 12549 and 12689) - No contract shall be made to parties listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Non-procurement Programs in accordance with E.O.s 12549 and 12689, "Debarment and Suspension." This list contains the names of parties debarred, suspended, or otherwise excluded by agencies, and contractors declared ineligible under statutory or regulatory authority other than E.O. 12549. Contractors with awards that exceed the small purchase threshold shall provide the required certification regarding its exclusion status and that of its principal employees. 9 Appendix B SELF-HELP ENTERPRISES Certifications and Representations Certifications and Representations must be made prior to award of a contract or purchase order. The dollar threshold at which each certification applies appears in parenthesis. Each certification is applicable if the amount of the offer, including any offered or anticipated option(s), modification(s) or change order(s) equals or exceeds said threshold. Instructions: Read, complete by initialing, and checking each applicable certification and representation, then date, sign and return this form. 1. Certification Regarding Payments to Influence Federal Transactions (Applies to an offer of $100,000 or more) (31 U.S.C. 1352, FAR52-203-l2). A. By submission of its offer, the Offeror certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence 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 on his or her behalf in connection with the award of any resultant contract. B. If any funds other than Federal appropriated funds (including profit or fee received under a covered Federal transaction) have been paid, or will be paid, to any person for influencing or attempting to influence 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 on his or her behalf in connection with this solicitation, the Offeror shall notify Self-Help Enterprises and complete and submit, with its offer, OMB standard form LLL, Disclosure of Lobbying Activities, and C. He or she will include the language of this certification in all subcontract awards at any tier and require that all recipients of subcontract awards in excess of $100,000 shall certify and disclose accordingly. Initial (if applicable): 2. Certification Regarding Debarment, Suspension or Ineligibility for Award (Applies to an offer of $25,000 or more) (Executive Order 12549, 12689 FAR 52-209-6). The Offeror certifies, to the best of its knowledge and belief, that- A. The Offeror and/or any of its principals [ ] are, [ ] are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency, and B. [ ] Have, [ ] have not, within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or criminal offense in connection with obtaining, attempting to obtain, or performing a Federal, state or local government contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission 10 of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; and C. [ ] are, [ ] are not presently indicted for, or otherwise criminally or civilly charged by a Government entity with, commission of any of these offenses. D. Offeror shall provide immediate written notice to Self-Help Enterprises if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. Initial (if applicable): 3. Clean Air and Water Certification (Applies to an offer of $100,000 or more)(FAR 52- 223-1,23-105) Offeror certifies and represents that - A. Any facility to be used in the performance of this proposed contract is [ ], is not [ ] listed on the Environmental Protection Agency (EPA) List of Violating Facilities; B. The Offeror will immediately notify Self-Help Enterprises, before award, of the receipt of any communication from the Administrator, or a designee, of the EP A, indicating that any facility that the Offeror proposes to use for the performance of the contract is under consideration to be listed on the EPA List of Violating Facilities; and C. The Offeror will include a certification substantially the same as this certification, including this paragraph C, in every nonexempt subcontract (of $100,000 or more). Initial (if applicable): (Date and signature of the officer or employee responsible for the offer.) Date: (Business or Firm Name) (Signature) (Type or Print Name) (Title) THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001, TITLE 18, UNITED STATES CODE OR SECTION 1352, TITLE 31, UNITED STATES CODE. 11 Appendix C Procurement Policies and Procedures with Federal Funds Checklist Contractor/Vendor Name: Project Name: Scope of Work: Amount of Procurement: Source of Federal Funds: Date of Award: The following terms/clauses are defined in the Self-Help Enterprises Procurement Policies and Procedures with Federal Funds. Compliance with these policies and procedures must be documented whenever Federal funds are used for purchasing and contracting for supplies, equipment, construction, and other services. 1. Conflict of Interest (check one) [ ] Yes [ ] No Is there a conflict of interest? If yes, those interests must be disclosed in writing. 2. Competition - Type of Procurement Method (check one) a. [ ] Small Purchase Method. For purchases up to $100,000, solicit at least 3 verbal quotes. b. [ ] Competitive Sealed Bids. Two or more vendors must be willing to compete. Formal advertisement must occur and all bids must be opened publicly. The successful bidder will be selected based principally on price. c. [ ] Competitive Proposals Method. Price is not a factor. Competitor's qualifications are evaluated and the most qualified one is selected. Selection is based on the proposal which will be the most advantageous to Self-Help Enterprises. d. [ ] Sole or Single Source Procurement. A written explanation must be kept on file documenting why a sole source procurement was selected. 3. Procurement Procedures The procedures outlined in Section 3, including efforts to utilize small businesses, minority-owned firms, and women's business enterprises, have have not been adhered to. 4. Procurement Records (check one) [ ] Yes [ ] No All required documentation kept on file. If no, a written explanation must be kept on file. 12 5. Contract Provisions (check one) [ ] Yes [ ] No Have all applicable contract provisions been incorporated into the contract agreement? If no, a written explanation must be kept on file. 6. Excluded Parties List System (EPLS) Check the fol1owing website address to ensure that the contractor is not listed on the Debarred List http://epls.arnet.gov/. Copy of this verification must be kept on file. 7. Certifications and Representations (Appendix B) Copy of the certifications and representations must be kept on file. To the best of my knowledge, the above requirements have all been met. Signature Date ·|}þ ·|}þ ·|}þ ·|}þ ·|}þ ·|}þ ·|}þWhites Bridge MapleSierra Sky Park BrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfHighlandMcCallShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees McCallHighlandDe WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanLeonardThompsonFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanThompsonLeonardClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague California State University Fresno Fresno International Airport Fresno-Clovis Regional Wastwater Reclamation Facility Fresno-Chandler Executive Airport 168 41 41 99 180 99 180 Incorporated Area Updated: March 2021 ® H:\USER\DARM\ProductionMaps\MXD\Incorporated Area_NOTUSED.mxd City of Fresno 0 1 20.5 Miles Source: City of Fresno, Planning and Development Department. Disclaimer: This map is believed to be an accurate representation of the City of Fresno GIS data, however we make no warranties either expressed or implied for correctness of this data. San Joaquin River Legend Incorporated Area (City Limits) Sphere of Influence Planning Area (116.93 Square Miles) Community Services Chinatown Fresno Foundation PY 2023-2024 CONSOLIDATED NOFA PART A – COVER PAGE: NON-PROFIT ORGANIZATION1 Part A, Section 1: General Information Legal Name of the Organization: Fictitious Name (if applicable): Chinatown Fresno Foundation DUNS Number of Organization: Federal Tax ID Number: 06-160-1710 (UEI F2J4BNLZUVK3) 82-4272279 Date of Incorporation: Date of 501(c)(3) Determination: 01/05/2018 02/28/2018 Mailing Address of Organization: Organization Website Address: 912 F Street, Fresno CA 93706 www.chinatownfresno.org Name of President (or Chair of the Board): E-mail Address: June Stanfield kaysmith2665@gmail.com Name of Chief Executive or Executive Director: E-mail Address: Jan Minami chinatown93706@gmail.com Name of the Secretary: E-mail Address: Rio Harvell Toi rio.h.toi@gmail.com Name of Treasurer (or Chief Financial Officer): E-mail Address: Cami Cipolla ccipolla7305@gmail.com Principal Contact Person: Principal Contact’s Title: Principal Contact’s Physical Address (Street Address, Suite, City, State, ZIP): Jan Minami Project Director 912 F Street, Fresno CA 93706 Primary Phone #: Alternative Phone #: E-mail Address: 559.859.1763 559.393.0774 chinatown93706@gmail.com Name of Authorized Signatory: Title of Authorized Signatory: June Stanfield Board Chair Signature of Authorized Official: Date of Signature: see signature page to be submitted 1 This document is for non-profit organizations. Units of local government, please complete Part A: Unit of Government Information PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 2 of 5 Part A, Section 2: Mission Statement Please provide the organization’s mission statement within the below space: MISSION The Chinatown Fresno Foundation mission is to become the next great mixed-use neighborhood. VISION Core values are reflected in the vision, which is to unite our community, honor our history, strengthen business and property assets and build vibrancy in the neioghborhood. Part A, Section 3: Organizational Capacity and Management Please provide key personnel information for HUD-funded projects: Staff Name Title Years of Experience 1) Jan Minami Project Director 25 2) Elaine Martell Administrator 30 3) TBD Empowerment Center Manager 4) 5) Board of Directors How often does your Board of Directors regularly meet? Monthly List current Board of Directors below: 1) Cami Cipolla 6) Rio Harvell Toi 2) Morgan Doizaki 7) Christina Husbands 3) Es Esposo 8) Eduardo Lopez 4) Tom Freund 9) Doug Seibert Jr 5) Ben Gitmed 10) June Stanfield PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 3 of 5 Financial Management 1) Has an audit been performed on the proposing organization’s accounting procedures within the last two years? Yes No If yes, name of auditor: 2) Is the agency audited every year? Yes No 3) Were any management letters issued as a result of the last audit? If yes, explain. 4) Provide the name of staff responsible for your agency’s accounting system Name: Jan Minami Title: Project Director Phone/Email: 559.859.1763 Authorized Signatories If your organization is selected for funding, signatures from persons bearing titles from each of the two lines below will be required by your organization. 1. Board Chair, President, or Vice President 2. Treasurer, Secretary, or Assistant Secretary If you will be unable to provide the two requested signatures or intend to otherwise deviate from the standard signature authority, please indicate the names and titles of the authorized signatories below and provide the names and titles of the person(s) authorized to execute agreements on behalf of your organization in your board- certified resolution. Authorized Signatory Name Authorized Signatory Title 1) June Stanfield Board Chair 2) Cami Cipolla Board Treasurer Board Resolution providing for the signature authority of persons to sign agreements on behalf of the entity is attached (required before a subrecipient agreement will be executed). To view the City’s policy regarding signature authority, including a sample signature page and sample certification, view Administrative Order 4-1 at: https://www.fresno.gov/personnel/human-resources-support/#tab-2 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 4 of 5 Part A, Section 4: Summary of Attached Applications: Provide number and total dollar amount of applications by Application Type  Homeless and Homelessness Prevention Programs Number of Applications Total Dollar Amount Requested $  Owner-Occupied Home Repair Number of Applications Total Dollar Amount Requested $  Public and Community Services Number of Applications Total Dollar Amount Requested 1 $ 63,622.00  Fair Housing Number of Applications Total Dollar Amount Requested $ = GRAND TOTAL Number of Applications Total Dollar Amount Requested 1 $63,622.00 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 5 of 5 Required Attachments to Part A Select all attachments included. Part A, Exhibit 1 – Organization’s U.S. Internal Revenue Service 501(c)(3) Determination of Exemption Letter (Required) Part A, Exhibit 2 – Organization’s Articles of Incorporation (Required) Part A, Exhibit 3 – Bylaws of the Organization (Required) Part A, Exhibit 4 – Statement and Designation by Foreign Corporation (when location of incorporation was outside of California) (Required of Out-of-State Corporations only) Part A, Exhibit 5 – List of Directors and Officers by Corporate Title and Name (Required) Part A, Exhibit 6 – Most Recent Audited Financial Statement (an IRS 990, Return of Organization Exempt from Income Tax, may be submitted in lieu of an audit whenever the organization lacks an audit due it not exceeding California and Federal audit thresholds). Part A, Exhibit 7 – Indirect Cost Rate Agreement with Federal Cognizant Agency (Required if applicant seeks to charge an indirect cost rate greater than 10 percent of modified total direct costs) Part A, Exhibit 8 – Resolution of the Board of the Directors Authorizing the Application and Naming the Persons Authorized to Sign the Application (Required; the Resolution must be submitted to the City by 4:00 PM, Friday, March 18, 2022) .. INTERNAL REVENUE SERVICE P.0. BOX 2508 CINCINNATI, OH 45201 Date: FEB 28 2018 CHINATOWN FRESNO FOUNDATION 1535 KERN ST FRESNO, CA .. 93706-3330 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 82-4272279 DLN: 26053436004638 Contact Person: CUSTOMER SERVICE Contact Telephone Number: (877)829-5500 Accounting Period Ending: December 31 Public Charity Status:· 170 (b) (1) (A) (vi) ID# 31954 Form 990/990-EZ/990-N Required: Yes Effective Date of Exemption: January 5, 2018 Contribution Deductibility: Yes Addendum Applies: No We're pleased to tell you we determined you're exempt from �ederal income tax under Internal Revenue Code (IRC) Section 501(c} (3}. Donors can deduct contributions they make to you under IRC Section 170. You're also qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055, 2106, or 2522. This letter could help resolve questions on your exempt status. Please keep it for your records. Organizations·exempt under IRC Section 50l(c) (3} are further classified as either public charities or private foundations. We determined you're a public charity under the IRC Section listed at the top of this letter. If we indicated at the top of this letter that you're required _to file Form 990/990-EZ/990-N, our records show you're required to file an annual information return (Form 990 or Form 990-EZ) or electronic notice (Forti)-990-N, the e-Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities. Enter "4221-PC" in the search bar to view Publication 4221-PC, Compliance Guide for 501(c) (3) Public Charities, which describes your record keeping, reporting, and disclosure requirements. Letter 947 I / Part A Exhibit 1 Part A Exhibit 2 Bylaws of Chinatown Fresno Foundation TABLE OF CONTENTS Article 1. Offices Sec 1. Principle .................................. 1 Article 2. Nonprofit Purposes Sec 1. 501(c)(3) ............................... 1 Sec 2. Objectives .............................. 1 Article 3. Directors Sec 1. Number .................................. 1 Sec 2. Qualifications ........................ 1 Sec 3. Powers .................................... 2 Sec 4. Duties ...................................... 2 Sec 5. Election, Term ..................... 2 Sec 6. Vacancies ............................... 2 Sec 7. Compensation ..................... 3 Sec 8. Nonliability ........................... 3 Sec 9. Indemnification .................. 3 Sec 10. Insurance ............................ 3 Article 4. Meetings Sec 1. Regular ................................... 3 Sec 2. Electronic .............................. 3 Sec 3. Special ..................................... 4 Sec 4. Notice ...................................... 4 Sec 5. Quorum .................................. 4 Sec 6. Majority Action ................... 4 Sec 7. Conduct .................................. 4 Sec 8. Attendance ............................ 5 Article 5. Officers Sec 1. Designation ........................... 5 Sec 2. Qualifications ........................ 5 Sec 3. Duties ....................................... 5 Sec 4. Election, Term ...................... 6 Sec 5. Vacancies ................................ 6 Sec 6. Compensation ...................... 6 Article 6. Committees Sec 1. Formation .............................. 6 Sec 2. Meetings, Action .................. 6 Article 7. Financial Sec 1. Contracts ................................ 7 Sec 2. Checks, Notes ........................ 7 Sec 3. Deposits .................................. 7 Sec 4. Gifts ........................................... 7 Article 8. Reports, Records Sec 1. Maintenance ......................... 7 Sec 2. Seal ............................................ 7 Sec 3. Inspection .............................. 8 Sec 4. Copy, Extract ......................... 8 Sec 5. Periodic Report ................... 8 Article 9. 501(c)(3) Provisions Sec 1. Activities ................................. 8 Sec 2. Private Inurement .............. 8 Sec 3. Distribution ........................... 8 Article 10. Amendment .................... 9 Article 11. Construction, Terms ..... 9 Adoption. Signature and Date ...... 10 Part A Exhibit 3 Chinatown Fresno Foundation Bylaws Page 1 of 10 Bylaws of Chinatown Fresno Foundation Article 1 Offices Section 1. Principal Office The principal office of the Corporation is located in Fresno County, State of California. The Corporation may also have offices at such other places where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate. Article 2 Nonprofit Purposes Section 1. IRC Section 501(c)(3) Purposes This Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code. Section 2. Specific Objectives and Purposes The specific objectives and purposes of this Corporation shall be to foster civic pride and enhance the quality of life by generating additional sources of funds to support the improvement of the social, physical, and cultural environment of Historic Chinatown Fresno within the meaning of 501(c)(3). Article 3 Directors Section 1. Number The Corporation shall have a minimum of 5 and a maximum of 19 Directors and collectively they shall be known as the Board of Directors. The exact number of Directors shall be determined, within those limits, by the Board from time to time. Section 2. Qualifications Directors shall be 18 years of age or older and express a commitment to Chinatown Fresno. A minimum of sixty-six and two-thirds percent (66 23%) of the Directors shall own or manage a business or property within Chinatown Fresno. There shall be a conflict of interest policy adopted to address situations in which a Director is in a position to derive personal benefit from actions or decisions of the Board. _________________________________________________________________________________________________ Chinatown Fresno Foundation Bylaws 2 of 10 Section 3. Powers Subject to the provisions of the laws of the State of California, the activities and affairs of this Corporation shall be conducted, and all corporate powers shall be exercised by or under the direction of the Board of Directors. Section 4. Duties It shall be the duty of the Directors to: a.Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;b.Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation of the Executive Director of the Corporation. Within this purview, the Executive Director is responsible for enlisting and managing all agents, employees and volunteers, and conducting the operations necessary to run the organization. c.Protect the fiduciary interest of the corporation, including but not limited to, approval of significant commercial transactions and contracts. d.Meet at such times and places as required by these Bylaws;e.Register their addresses with the Secretary of the Corporation. Notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof. Section 5. Election and Term of Office a.Nomination The Chair of the Board shall appoint a nominating committee toidentify qualified candidates and prepare a slate of Directors.b.Election Voting for the election of Directors shall be by written ballot at a regularlyscheduled meeting of the Board. Each Director shall cast one vote per candidate.Each may vote for as many candidates as the number of candidates to be elected tothe Board. The candidates receiving the highest number of votes up to the numberof Directors to be elected shall be elected to serve on the Board.c.Terms Each Director shall hold office for a period of two years and until his or hersuccessor is elected and qualifies. Section 6. Vacancies Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any Director, and (2) whenever the number of authorized Directors is increased. Any Director may resign effective upon giving written notice to the Chair of the Board, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of the State of California. Chinatown Fresno Foundation Bylaws Page 3 of 10 Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of the State of California, at a regularly scheduled meeting where the item was placed on the written agenda. Vacancies on the Board may be filled by approval of the Board of Directors. If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death, resignation, or removal from office. Section 7. Compensation Directors shall serve without compensation. They may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to Directors shall be approved in advance in accordance with this Corporation’s conflict of interest policy. Section 8. Nonliability of Directors The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation. Section 9. Indemnification by Corporation of Directors and Officers The Directors and Officers of the Corporation shall be indemnified of personal liability by the Corporation to the fullest extent permissible under the laws of State of California. Section 10. Insurance for Corporate Agents Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a Director, Officer, employee, or other agent of the Corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law. Article 4 Meetings Section 1. Regular Meetings Meetings of Directors shall be held at the principal office of the Corporation unless another location is designated in the notice of the meeting. A meeting schedule will be adopted for each calendar year, with a minimum of four (4) meetings held each year. Section 2. Electronic Meetings Meetings of Directors may be held through the use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can simultaneously communicate with one another. _________________________________________________________________________________________________ Chinatown Fresno Foundation Bylaws 4 of 10 Section 3. Special Meetings Special meetings of the Board of Directors may be called by the Chair of the Board, the Vice Chair, the Secretary, by any two Directors. Such meetings shall be held at the principal office of the Corporation or, if different, at the place designated by the person or persons calling the special meeting. Section 4. Notice of Meetings Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors: a.Regular Meetings. No notice need be given of any regular meeting of the Board ofDirectors. b.Special Meetings. At least one week prior notice shall be given by theSecretary of the Corporation to each Director of each special meeting of the Board.Such notice may be oral or written, may be given personally, by first class mail, bytelephone or by email, and shall state the place, date, and time of the meeting andthe matters proposed to be acted upon at the meeting. Section 5. Quorum for Meetings A quorum shall consist of a majority of the duly elected members of the Board of Directors except as herein provided. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some Directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. Section 6. Majority Action as Board Action Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board. Section 7. Conduct of Meetings Meetings of the Board of Directors shall be presided over by the Chair of the Corporation, or in his or her absence, by the Vice Chair, or in the absence of each of these persons, by a Chair chosen by a majority of the Directors present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board, provided that, in his or her absence, the presiding Officer shall appoint another person to act as Secretary of the meeting. Chinatown Fresno Foundation Bylaws Page 5 of 10 Meetings shall be governed by Robert’s Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law. There shall be a conflict of interest policy adopted to address situations in which a Board member is in a position to derive personal benefit from actions or decisions of the Board. Section 8. Attendance at Meetings The Board of Directors shall have the right to remove any director from the board upon a director’s absence from three (3) consecutive meetings or five (5) meetings in a 12-month period. (Amendment approved to add this section 2.12.19) Article 5 Officers Section 1. Designation of Officers The Officers of the Corporation shall be a Chair, a Vice Chair, a Secretary, and a Treasurer. The Corporation may also have other such Officers with such titles as may be determined from time to time by the Board of Directors. One person may hold two or more offices, except those of Chair and Treasurer, but no Officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required to be executed, acknowledged or verified by two or more Officers. Section 2. Qualifications Any Director may serve as an Officer of this Corporation. Section 3. Duties a.The Chair of the Board shall preside over at all meetings of the Board of Directorsand generally supervise the activities and affairs of theCorporation, The Chair will enter into discussions and vote at meetings.b.The Vice Chair shall perform the duties and exercise the powers of the Chair duringthe absence or disability of the Chair, or in the event of the Chair’s resignation. TheVice Chair shall perform such other duties as the Chair may assign.c.The Secretary shall keep, or cause to be kept at the principal office, those recordsidentified in Article 8, and shall have the other powers and perform such otherduties as may be prescribed by the Board or these Bylaws. See that all notices areduly given in accordance with the provisions of these Bylaws or as required by law.d.The Treasurer shall :a.Maintain, or cause to be maintained, adequate and correct books andaccounts for the properties and transactions of the Corporation. The booksof account shall be open to inspection by any Director or person appointedby the Board of Directors at all reasonable times.b.Review and approve all disbursements of funds of the Corporation as maybe ordered by the Board, shall review all deposits of money and othervaluables in the name and to the credit of the Corporation as may bedesignated by the Board, and shall have the other powers and perform suchother duties as may be prescribed by the Board or these Bylaws. _________________________________________________________________________________________________ Chinatown Fresno Foundation Bylaws 6 of 10 c.Report on the financial condition of the Corporation at meetings of theBoard of Directors and at other times when called upon by the Chair. Section 4. Election and Term of Office Officers shall be appointed by a majority vote of the Board of Directors at a regular meeting. An Officer term is one year with a maximum of two consecutive Officer terms. Section 5. Vacancies Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of Chair, such vacancy may be filled temporarily by appointment by the Chair until such time as the Board shall fill the vacancy. Vacancies may or may not be filled as the Board shall determine. Any Officer may be removed, either with or without cause, by the Board of Directors, at any time. Any Officer may resign at any time by giving written notice to the Board of Directors or to the Chair or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 6. Compensation Officers shall serve without compensation. They may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to Officers shall be approved in advance in accordance with this Corporation’s conflict of interest policy. Article 6 Committees Section 1. Committees The Corporation shall form or dissolve such committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board. Section 2. Meetings and Action of Committees Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. Chinatown Fresno Foundation Bylaws Page 7 of 10 Article 7 Execution of Instruments, Deposits, and Funds Section 1. Execution of Instruments The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. Section 2. Checks and Notes All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by the Board. Section 3. Deposits All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. Section 4. Gifts The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this Corporation. Article 8 Corporate Records, Reports, and Seal Section 1. Maintenance of Corporate Records The Corporation shall keep at its principal office: a.Minutes of all meetings of Directors and committees of the Board, indicating thetime and place of holding such meetings, whether regular or special, how called, thenotice given, and the names of those present and the proceedings thereof;b.Adequate and correct books and records of account, including accounts of itsproperties and business transactions and accounts of its assets, liabilities, receipts,disbursements, gains, and losses;c.The Corporate Records Book meeting the requirements of these Bylaws and the law. Section 2. Corporate Seal The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. _________________________________________________________________________________________________ Chinatown Fresno Foundation Bylaws 8 of 10 Section 3. Directors’ Inspection Rights Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation, and shall have such other rights to inspect the books, records, and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law. Section 4. Right to Copy and Make Extracts Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts. Section 5. Periodic Report The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this Corporation, to be so prepared and delivered within the time limits set by law. Article 9 IRC 501(c)(3) Tax Exemption Provisions Section 1. Limitations on Activities No substantial part of the activities of this Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this Corporation shall not carry on any activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. Section 2. Prohibition Against Private Inurement No part of the net earnings of this Corporation shall inure to the benefit of, or be distributable to, its Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Corporation. Section 3. Distribution of Assets Upon the dissolution of this Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Chinatown Fresno Foundation Bylaws Page 9 of 10 Article 10 Amendment of Bylaws Except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors. Article 11 Construction and Terms If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation filed with an office of the State of California and used to establish the legal existence of this Corporation. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code. _________________________________________________________________________________________________ Chinatown Fresno Foundation Bylaws 10 of 10 Chinatown Fresno Foundation is a 501(c)3 charitable nonprofit corporation. Mail: 1535 Kern Street, Fresno CA 93706 Email: chinatown93706@gmail.com Phone: 559.859.1763 web: www.chinatownfresno.org Board Roster 2023Board Roster 2023 Chinatown Fresno Foundation is a 501(c)3 community benefit organization #82-427-2279 www.chinatownfresno.org Mail: 912 F Street, Fresno CA 93706 Email: chinatown93706@gmail.com Phone: 559.393.0774 BOARD OF DIRECTORS ^ June Stanfield, Secretary, Chair (Golden Cuts Barbershop and Salon) # Christina Husbands, Vice Chair (Fresno Housing Authority) ^ Rio Harvell Toi, Secretary (Yoshi NOW! in Chinatown) Cami Cipolla, Treasurer (Fresno Historical Society) ^* Morgan Doizaki (Central Fish, properties along Kern Street) *Es Esposo (Property on Kern between China Alley and F Street) *Tom Freund (Property at Inyo and G Streets) *Ben Gitmed (Building and property at Kern and G Streets) *Eduardo Lopez (Property at Tulare and E Streets) ^ Doug Seibert Jr (Onserf Distributing) COMMUNITY REPRESENTATIVES ^ Chinatown Business Owner (or key representative) *Chinatown Property Owner (or key representative) # Chinatown Agency Property Owner Part A, Exh 5 required to attach Schedule B DAA Form 990-EZ (2021) Contributions, gifts, grants, and similar amounts received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Add lines 5b, 6c, and 7b to line 9 to determine gross receipts. If gross receipts are $200,000 or more, or if total assets CorporationForm of organization: (Form 990).5274947(a)(1) or501(c) if the organization is notCheck uOther (specify) uAccrualCashAccounting Method: Application pending City or town, state or province, country, and ZIP or foreign postal codeAmended return Final return/terminated Room/suiteNumber and street (or P.O. box if mail is not delivered to street address)Initial return Name change Address change Name of organizationCheck if applicable: Internal Revenue Service Department of the Treasury OMB No. 1545-0047 Net assets or fund balances at end of year. Combine lines 18 through 20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other changes in net assets or fund balances (explain in Schedule O) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net assets or fund balances at beginning of year (from line 27, column (A)) (must agree with Excess or (deficit) for the year (subtract line 17 from line 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other expenses (describe in Schedule O) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Printing, publications, postage, and shipping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Occupancy, rent, utilities, and maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Professional fees and other payments to independent contractors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Salaries, other compensation, and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid to or for members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Grants and similar amounts paid (list in Schedule O) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other revenue (describe in Schedule O) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit or (loss) from sales of inventory (subtract line 7b from line 7a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross sales of inventory, less returns and allowances . . . . . . . . . . . . . . . . . . . . . . . . . . Less: direct expenses from gaming and fundraising events . . . . . . . . . . . . . . . . . . . . . sum of such gross income and contributions exceeds $15,000) . . . . . . . . . . . . . . . . $ $15,000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain or (loss) from sale of assets other than inventory (subtract line 5b from line 5a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: cost or other basis and sales expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross amount from sale of assets other than inventory . . . . . . . . . . . . . . . . . . . . . . . . . Investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Membership dues and assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Program service revenue including government fees and contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Number Group Exemption Telephone number u Go to www.irs.gov/Form990EZ for instructions and the latest information. u Do not enter social security numbers on this form, as it may be made public. Form For Paperwork Reduction Act Notice, see the separate instructions. 2121 2020 19 19 1818 17Total expenses. Add lines 10 through 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17 1616 1515 1414 1313 1212 1111 1010 9Total revenue. Add lines 1, 2, 3, 4, 5c, 6d, 7c, and 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9 88 7cc 7bb 7a7a 6d c 6b b 6a a 6 5cc 5bb 5a5a 44 33 22 11 L K J H Website: uI G F E Employer identification numberDCB , and endingA Inspection Open to Public Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Revenue, Expenses, and Changes in Net Assets or Fund Balances (see the instructions for Part I)Part I Return of Organization Exempt From Income Tax Short Form ) | (insert no.) 2021990-EZ Net AssetsExpensesRevenueFor the 2021 calendar year, or tax year beginning Tax-exempt status (check only one) — u u end-of-year figure reported on prior year's return) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 501(c)(3)( (Part II, column (B)) are $500,000 or more, file Form 990 instead of Form 990-EZ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Check if the organization used Schedule O to respond to any question in this Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gaming and fundraising events: Gross income from gaming (attach Schedule G if greater than Gross income from fundraising events (not including of contributions from fundraising events reported on line 1) (attach Schedule G if the 6c d Net income or (loss) from gaming and fundraising events (add lines 6a and 6b and subtract line 6c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trust Association Other Chinatown Fresno Foundation 912 F St. Fresno CA 93706 82-4272279 559-859-1763 X https://www.chinatownfresno.org/ X 54,518 X 54,290 228 54,518 12,100 36,023 13,606 61,729 -7,211 59,023 51,812 X CHI2279 02/15/2022 3:16 PM Part A, Exh 6 (Grants $ $(Grants (Grants $ $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . u u u If this amount includes foreign grants, check here . . . . . . . . . . . . . . . . . . . . . . . If this amount includes foreign grants, check here . . . . . . . . . . . . . . . . . . . . . . . If this amount includes foreign grants, check here . . . . . . . . . . . . . . . . . . . . . . . uIf this amount includes foreign grants, check here . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (if not paid, enter -0-) (Forms W-2/1099-MISC/ u DAA other compensationdevoted to positionhours per week(a) Name and title (e) Estimated amount of(b) Average (d) Health benefits,(c) Reportable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) Other program services (describe in Schedule O) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) ) )(Grants as measured by expenses. In a clear and concise manner, describe the services provided, the number of organizations; optional forDescribe the organization's program service accomplishments for each of its three largest program services, 501(c)(3) and 501(c)(4) (Required for sectionWhat is the organization's primary exempt purpose? Page 2 List of Officers, Directors, Trustees, and Key Employees (list each one even if not compensated — see the instructions for Part IV) 32Total program service expenses (add lines 28a through 31a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32 31a 31 30a 30 29a 29 28a 28 Expenses Part IV Statement of Program Service Accomplishments (see the instructions for Part III)Part III contributions to employee deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . others.) (A) Beginning of year (B) End of year Part II Balance Sheets (see the instructions for Part II) 22 22 23 23 24 24 25 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25 26 Total liabilities (describe in Schedule O) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26 27 Net assets or fund balances (line 27 of column (B) must agree with line 21) . . . . . . . . . . . . . . . .27 Cash, savings, and investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Land and buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets (describe in Schedule O) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Check if the organization used Schedule O to respond to any question in this Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Check if the organization used Schedule O to respond to any question in this Part III . . . . . . . . . Check if the organization used Schedule O to respond to any question in this Part IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . persons benefited, and other relevant information for each program title. compensation benefit plans, and Form 990-EZ (2021) Form 990-EZ (2021) 1099-NEC) Chinatown Fresno Foundation 82-4272279 X 48,651 45,425 0 33,496 6,434 82,147 51,859 23,124 47 59,023 51,812 X See Schedule O See Schedule O June Stanfield Secretary 0.00 0 0 0 Morgan Doizaki President/Chair 0.00 0 0 0 Christina Husbands Vice Chair 0.00 0 0 0 Eduardo Lopez Treasurer 0.00 0 0 0 Renatta Carter-Ford Director 0.00 0 0 0 Alex Cervantes Director 0.00 0 0 0 Michael Duarte Director 0.00 0 0 0 Tom Freund Director 0.00 0 0 0 Ben Gitmed Director 0.00 0 0 0 Lupe Perez Director 0.00 0 0 0 Doug Siebert, Jr Director 0.00 0 0 0 CHI2279 02/15/2022 3:16 PM All organizations. At any time during the tax year, was the organization a party to a prohibited tax shelter Enter amount of political expenditures, direct or indirect, as described in the instructions . . . . . . . ZIP + 4 u . . . . . . . . . . . . . . . . . . . . Telephone no. u . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40a b d Section 501(c)(3) organizations. Enter amount of tax imposed on the organization during the year under: section 4911 u ; section 4912 u ; section 4955 u on organization managers or disqualified persons during the year under sections 4912, Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations. Enter amount of tax on line Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations. Did the organization engage in any section 4958 excess benefit transaction during the year, or did it engage in an excess benefit transaction in a prior year u u Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations. Enter amount of tax imposedc 40b 40e e transaction? If “Yes,” complete Form 8886-T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42b Yes No 42cc If "Yes," enter the name of the foreign country u At any time during the calendar year, did the organization maintain an office outside the United States? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . See the instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and If "Yes," enter the name of the foreign country u a financial account in a foreign country (such as a bank account, securities account, or other financial account)? . . . . . . . . . . . . . . . . . . . . At any time during the calendar year, did the organization have an interest in or a signature or other authority overb Page 3 41 42a 43 43 List the states with which a copy of this return is filed u The organization's books are in care of u . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Located at u . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 4947(a)(1) nonexempt charitable trusts filing Form 990-EZ in lieu of Form 1041 — Check here . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . and enter the amount of tax-exempt interest received or accrued during the tax year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DAA u u Part V Other Information (Note the Schedule A and personal benefit contract statement requirements in the Yes No 33 34 35a b 36 37a 37a b 38a b 38b 39 39a b 39b If “Yes” to line 35a, has the organization filed a Form 990-T for the year? If “No,” provide an explanation in Schedule O . . . . . . . . . . . . . . Did the organization file Form 1120-POL for this year? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 501(c)(7) organizations. Enter: Gross receipts, included on line 9, for public use of club facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Did the organization engage in any significant activity not previously reported to the IRS? If “Yes,” provide a detailed description of each activity in Schedule O . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Were any significant changes made to the organizing or governing documents? If “Yes,” attach a conformed Did the organization have unrelated business gross income of $1,000 or more during the year from business Did the organization undergo a liquidation, dissolution, termination, or significant disposition of net assets Did the organization borrow from, or make any loans to, any officer, director, trustee, or key employee; or were any such loans made in a prior year and still outstanding at the end of the tax year covered by this return? . . . . . . . . . . . . . . . . . . . . . . . . . . . . If “Yes,” complete Schedule L, Part II, and enter the total amount involved . . . . . . . . . . . . . . . . . . . . . . . . . . u 33 copy of the amended documents if they reflect a change to the organization's name. Otherwise, explain the 34 Was the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization subject to section 6033(e) notice, 35a 35b activities (such as those reported on lines 2, 6a, and 7a, among others)? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . during the year? If “Yes,” complete applicable parts of Schedule N . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36 37b 38a a Initiation fees and capital contributions included on line 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . that has not been reported on any of its prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . completed instead of Form 990-EZ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Did the organization maintain any donor advised funds during the year? If "Yes," Form 990 must be44a b Did the organization operate one or more hospital facilities during the year? If "Yes," Form 990 must be completed instead of Form 990-EZ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NoYes 44a 44b 4955, and 4958 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40c reimbursed by the organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . instructions for Part V.) Check if the organization used Schedule O to respond to any question in this Part V . . . . . . . . . . . . . . . change on Schedule O. See instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44c 44d Did the organization receive any payments for indoor tanning services during the year? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If "Yes" to line 44c, has the organization filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c d c 35creporting, and proxy tax requirements during the year? If “Yes,” complete Schedule C, Part III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 45b meaning of section 512(b)(13)? If "Yes," Form 990 and Schedule R may need to be completed instead of 45a Did the organization have a controlled entity within the meaning of section 512(b)(13)? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Did the organization receive any payment from or engage in any transaction with a controlled entity within the 45a Form 990-EZ. See instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Accounts (FBAR). Form 990-EZ (2021) Form 990-EZ (2021) Chinatown Fresno Foundation 82-4272279 X X X X X X X X X CA Jan Minami 559-859-1763 912 F Street Fresno CA 93706 X X X X X X X CHI2279 02/15/2022 3:16 PM Sign Here Paid Preparer Use Only Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge. Signature of officer Date Type or print name and title PTINDate Firm's name }Firm's EIN } Firm's address } Phone no. DAA Section 501(c)(3) Organizations OnlyPart VI Form 990-EZ (2021) Page 4Form 990-EZ (2021) Yes No Is the organization a school as described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Did the organization engage in lobbying activities or have a section 501(h) election in effect during the tax47 48 49a b 50 47 48 49a 49b All section 501(c)(3) organizations must answer questions 47–49b and 52, and complete the tables for lines Did the organization make any transfers to an exempt non-charitable related organization? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If “Yes,” was the related organization a section 527 organization? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Complete this table for the organization's five highest compensated employees (other than officers, directors, trustees, and key employees) who each received more than $100,000 of compensation from the organization. If there is none, enter “None.” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (c) Reportable(b) Average (e) Estimated amount ofhours per week devoted to position other compensation(a) Name and title of each employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total number of other employees paid over $100,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 $100,000 of compensation from the organization. If there is none, enter “None.” Complete this table for the organization's five highest compensated independent contractors who each received more than (a) Name and business address of each independent contractor (b) Type of service (c) Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total number of other independent contractors each receiving over $100,000 . . . . . . May the IRS discuss this return with the preparer shown above? See instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Yes No . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 and 51. f d Yes No 46 Did the organization engage, directly or indirectly, in political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46 Check if the organization used Schedule O to respond to any question in this Part VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Did the organization complete Schedule A? Note: All section 501(c)(3) organizations must attach a completed Schedule A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .NoYes Check if self-employed Print/Type preparer's name Preparer's signature year? If “Yes,” complete Schedule C, Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Forms W-2/1099-MISC) compensation benefit plans, and deferred compensation (d) Health benefits, contributions to employee 1099-NEC)(if not paid, enter -0-) Chinatown Fresno Foundation 82-4272279 X X X X None None X Morgan Doizaki President/Chair Sang Yang 02/15/22 P01635433 Boos & Associates, a Professional Corp 5260 N Palm Ave Ste 120 Fresno, CA 93704-2216 90-0531111 559-449-7688 X CHI2279 02/15/2022 3:16 PM Employer identification number DAA Name of the organization Internal Revenue Service Department of the Treasury OMB No. 1545-0047 For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. u Attach to Form 990 or Form 990-EZ. Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust. (Form 990) Reason for Public Charity Status. (All organizations must complete this part.) See instructions.Part I SCHEDULE A Public Charity Status and Public Support 2021 (i) Name of supported Open to Public Inspection The organization is not a private foundation because it is: (For lines 1 through 12, check only one box.) 1 2 3 4 5 6 7 A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i). A school described in section 170(b)(1)(A)(ii). (Attach Schedule E (Form 990).) A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii). A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.) A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v). An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.) A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)8 10 An organization that normally receives (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions, subject to certain exceptions; and (2) no more than 331/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.) 11 12 An organization organized and operated exclusively to test for public safety. See section 509(a)(4). An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box on lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g. a b c that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness d e f Enter the number of supported organizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provide the following information about the supported organization(s).g organization (ii) EIN (iii) Type of organization (described on lines 1–10 document? listed in your governing (iv) Is the organization Yes No (v) Amount of monetary support (see Total Schedule A (Form 990) 2021 u Go to www.irs.gov/Form990 for instructions and the latest information. above (see instructions)) (E) (D) (C) (B) (A) Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization. Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) requirement (see instructions). You must complete Part IV, Sections A and D, and Part V. its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E. Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, organization(s). You must complete Part IV, Sections A and C. Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving supporting organization. You must complete Part IV, Sections A and B. instructions)instructions) other support (see (vi) Amount of 9 An agricultural research organization described in section 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land-grant college of agriculture (see instructions). Enter the name, city, and state of the college or university: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chinatown Fresno Foundation 82-4272279 X CHI2279 02/15/2022 3:16 PM (Explain in Part VI.) . . . . . . . . . . . . . . . . . . . . . governmental unit or publicly Section A. Public Support Total support. Add lines 7 through 10 loss from the sale of capital assets Other income. Do not include gain or is regularly carried on . . . . . . . . . . . . . . . . . . . activities, whether or not the business Net income from unrelated business rents, royalties, and income from payments received on securities loans, Gross income from interest, dividends, line 1 that exceeds 2% of the amount supported organization) included on each person (other than a The portion of total contributions by Total. Add lines 1 through 3 . . . . . . . . . . . . The value of services or facilities to or expended on its behalf . . . . . . . . . . . . organization's benefit and either paid Tax revenues levied for the First 5 years. If the Form 990 is for the organization’s first, second, third, fourth, or fifth tax year as a section 501(c)(3) Gross receipts from related activities, etc. (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amounts from line 4 . . . . . . . . . . . . . . . . . . . . . Public support. Subtract line 5 from line 4 . . include any "unusual grants.") . . . . . . . . . . membership fees received. (Do not Gifts, grants, contributions, and Page 2Schedule A (Form 990) 2021 13 12 11 9 8 6 4 3 2 1 (e) 2021(d) 2020(c) 2019(b) 2018(a) 2017 (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)Part II Calendar year (or fiscal year beginning in) (f) Total furnished by a governmental unit to the organization without charge . . . . . . . . . . . . . 5 Section B. Total Support 7 similar sources . . . . . . . . . . . . . . . . . . . . . . . . . . 10 organization, check this box and stop here . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section C. Computation of Public Support Percentage 12 14 Public support percentage for 2021 (line 6, column (f) divided by line 11, column (f)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Public support percentage from 2020 Schedule A, Part II, line 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15 16a 33 1/3% support test—2021. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 33 1/3% support test—2020. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10%-facts-and-circumstances test—2021. If the organization did not check a box on line 13, 16a, or 16b, and line 14 is17a 10% or more, and if the organization meets the facts-and-circumstances test, check this box and stop here. Explain in Part VI how the organization meets the facts-and-circumstances test. The organization qualifies as a publicly supported b 10%-facts-and-circumstances test—2020. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line in Part VI how the organization meets the facts-and-circumstances test. The organization qualifies as a publicly supported 15 is 10% or more, and if the organization meets the facts-and-circumstances test, check this box and stop here. Explain 18 Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see 14 15 % % DAA Schedule A (Form 990) 2021 Calendar year (or fiscal year beginning in) (f) Total Part III. If the organization fails to qualify under the tests listed below, please complete Part III.) (a) 2017 shown on line 11, column (f) . . . . . . . . . . . . organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) 2018 (c) 2019 (d) 2020 (e) 2021u u Chinatown Fresno Foundation 82-4272279 23,750 152,185 107,927 54,290 338,152 23,750 152,185 107,927 54,290 338,152 338,152 23,750 152,185 107,927 54,290 338,152 338,152 8,205 X CHI2279 02/15/2022 3:16 PM Section B. Total Support unrelated trade or business under section 513 Part III Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. 1 2 3 6 8 Schedule A (Form 990) 2021 Page 3 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . . . . . . Public support. (Subtract line 7c from Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the Gross receipts from activities that are not an Total. Add lines 1 through 5 . . . . . . . . . . . . Section A. Public Support organization’s tax-exempt purpose . . . . . . . . . . Tax revenues levied for the4 organization's benefit and either paid to or expended on its behalf . . . . . . . . . . . . organization without charge . . . . . . . . . . . . . furnished by a governmental unit to the 5 The value of services or facilities Amounts included on lines 1, 2, and 37a received from disqualified persons . . . . . . Amounts included on lines 2 and 3b received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year . . . c Add lines 7a and 7b . . . . . . . . . . . . . . . . . . . . . Amounts from line 6 . . . . . . . . . . . . . . . . . . . . .9 royalties, and income from similar sources . . . payments received on securities loans, rents, 10a Gross income from interest, dividends, Unrelated business taxable income (lessb section 511 taxes) from businesses acquired after June 30, 1975 . . . . . . . . . . . . c Add lines 10a and 10b . . . . . . . . . . . . . . . . . . Net income from unrelated business11 activities not included on line 10b, whether or not the business is regularly carried on . . . . (Explain in Part VI.) . . . . . . . . . . . . . . . . . . . . . loss from the sale of capital assets 12 Other income. Do not include gain or Total support. (Add lines 9, 10c, 11,13 14 First 5 years. If the Form 990 is for the organization’s first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section C. Computation of Public Support Percentage Public support percentage from 2020 Schedule A, Part III, line 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Public support percentage for 2021 (line 8, column (f), divided by line 13, column (f)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section D. Computation of Investment Income Percentage 18 Investment income percentage for 2021 (line 10c, column (f), divided by line 13, column (f)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17 Investment income percentage from 2020 Schedule A, Part III, line 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization . . . . . . . . . . . . . . . . . . . . . 33 1/3% support tests—2021. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line19a b 33 1/3% support tests—2020. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3%, and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization . . . . . . . . . . . . . . . . . 20 Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions . . . . . . . . . . . . . . . . . . . . . . . . . % % 16 15 17 18 % % DAA Schedule A (Form 990) 2021 (f) Total(a) 2017 (b) 2018 (c) 2019 (d) 2020 (e) 2021 (f) Total line 6.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Calendar year (or fiscal year beginning in) Calendar year (or fiscal year beginning in) and 12.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If the organization fails to qualify under the tests listed below, please complete Part II.) (e) 2021(d) 2020(c) 2019(b) 2018(a) 2017 u u Chinatown Fresno Foundation 82-4272279 CHI2279 02/15/2022 3:16 PM DAA Schedule A (Form 990) 2021 Part IV Supporting Organizations Sections A, D, and E. If you checked box 12d, Part I, complete Sections A and D, and complete Part V.) Schedule A (Form 990) 2021 Page 4 Section A. All Supporting Organizations (Complete only if you checked a box in line 12 on Part I. If you checked box 12a, Part I, complete Sections A and B. If you checked box 12b, Part I, complete Sections A and C. If you checked box 12c, Part I, complete Are all of the organization’s supported organizations listed by name in the organization’s governing documents? If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose, describe the designation. If historic and continuing relationship, explain. Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2). 1 2 3a b c 4a b c 5a b c 6 7 8 9a b c 10a b Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer lines 3b and 3c below. Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination. Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use. Was any supported organization not organized in the United States ("foreign supported organization")? If "Yes," and if you checked box 12a or 12b in Part I, answer lines 4b and 4c below. Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If "Yes," describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations. Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If "Yes," explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes. Did the organization add, substitute, or remove any supported organizations during the tax year? If "Yes," answer lines 5b and 5c below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document). Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document? Substitutions only. Was the substitution the result of an event beyond the organization's control? Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If "Yes," provide detail in Part VI. Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (as defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990). Did the organization make a loan to a disqualified person (as defined in section 4958) not described on line 7? If "Yes," complete Part I of Schedule L (Form 990). Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons, as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI. Did one or more disqualified persons (as defined on line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If "Yes," provide detail in Part VI. Did a disqualified person (as defined on line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If "Yes," provide detail in Part VI. Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If "Yes," answer line 10b below. Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings.) Yes No 1 2 3a 3b 3c 4a 4b 4c 5a 5b 5c 6 7 8 9a 9b 9c 10a 10b Chinatown Fresno Foundation 82-4272279 CHI2279 02/15/2022 3:16 PM DAA Schedule A (Form 990) 2021 Part IV Supporting Organizations (continued) Schedule A (Form 990) 2021 Page 5 NoYes 2 1 supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year. organization, describe how the powers to appoint and/or remove officers, directors, or trustees were allocated among the effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported directors, or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s officers, Section B. Type I Supporting Organizations 11 c b a Has the organization accepted a gift or contribution from any of the following persons? A person who directly or indirectly controls, either alone or together with persons described on lines 11b and 11c below, the governing body of a supported organization? A family member of a person described on line 11a above? provide detail in Part VI. 11a 11b 11c Did the governing body, members of the governing body, officers acting in their official capacity, or membership of one or Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If "Yes," explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised, or controlled the supporting organization. Section C. Type II Supporting Organizations Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If "No," describe in Part VI how control 1 or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s). Section D. All Type III Supporting Organizations Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax 1 year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided? Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported2 the organization maintained a close and continuous working relationship with the supported organization(s). organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how supported organizations played in this regard. income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s 3 a significant voice in the organization’s investment policies and in directing the use of the organization’s By reason of the relationship described on line 2, above, did the organization’s supported organizations have Section E. Type III Functionally Integrated Supporting Organizations 3 2 1 Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions). The organization satisfied the Activities Test. Complete line 2 below. The organization is the parent of each of its supported organizations. Complete line 3 below. The organization supported a governmental entity. Describe in Part VI how you supported a governmental entity (see instructions). Activities Test. Answer lines 2a and 2b below. a b a c b a b Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities. Did the activities described on line 2a, above, constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement. Parent of Supported Organizations. Answer lines 3a and 3b below. Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? If “Yes” or “No,” provide details in Part VI. Did the organization exercise a substantial degree of direction over the policies, programs, and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard. Yes No 1 2 1 NoYes Yes No 1 2 3 NoYes 2a 2b 3a 3b A 35% controlled entity of a person described on line 11a or 11b above? If “Yes” to line 11a, 11b, or 11c, Chinatown Fresno Foundation 82-4272279 CHI2279 02/15/2022 3:16 PM DAA Schedule A (Form 990) 2021 Part V Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations Schedule A (Form 990) 2021 Page 6 1 Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E. 1 2 3 4 5 6 7 8 1 Section A – Adjusted Net Income Net short-term capital gain Recoveries of prior-year distributions Other gross income (see instructions) Add lines 1 through 3. Depreciation and depletion Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) Other expenses (see instructions) Adjusted Net Income (subtract lines 5, 6, and 7 from line 4) Section B – Minimum Asset Amount Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): a b c d e Average monthly value of securities Average monthly cash balances Fair market value of other non-exempt-use assets Total (add lines 1a, 1b, and 1c) Discount claimed for blockage or other factors (explain in detail in Part VI): 8 7 6 5 4 3 2 Acquisition indebtedness applicable to non-exempt-use assets Subtract line 2 from line 1d. Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions). Net value of non-exempt-use assets (subtract line 4 from line 3) Multiply line 5 by 0.035. Recoveries of prior-year distributions Minimum Asset Amount (add line 7 to line 6) Section C – Distributable Amount 7 6 5 4 3 2 1 Adjusted net income for prior year (from Section A, line 8, column A) Enter 0.85 of line 1. Minimum asset amount for prior year (from Section B, line 8, column A) Enter greater of line 2 or line 3. Income tax imposed in prior year Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions). (see instructions). Check here if the current year is the organization's first as a non-functionally integrated Type III supporting organization 8 7 6 5 4 3 2 1 (A) Prior Year (B) Current Year (optional) (optional) (B) Current Year(A) Prior Year 1a 1b 1c 1d 2 3 4 5 6 7 8 3 2 1 6 5 4 Current Year Chinatown Fresno Foundation 82-4272279 CHI2279 02/15/2022 3:16 PM Page 7Schedule A (Form 990) 2021 Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued)Part V Schedule A (Form 990) 2021 DAA Section D – Distributions Current Year 1 2 3 4 5 6 7 8 9 10 Amounts paid to supported organizations to accomplish exempt purposes Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity Administrative expenses paid to accomplish exempt purposes of supported organizations Amounts paid to acquire exempt-use assets Qualified set-aside amounts (prior IRS approval required—provide details in Part VI) Other distributions (describe in Part VI). See instructions. Total annual distributions. Add lines 1 through 6. Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions. Distributable amount for 2021 from Section C, line 6 Line 8 amount divided by line 9 amount Section E – Distribution Allocations (see instructions)Excess Distributions (i)(ii) Underdistributions Pre-2021 (iii) Distributable Amount for 2021 8 7 6 5 4 3 2 1 a b c d e f g h i j a b c a b c d e Distributable amount for 2021 from Section C, line 6 Underdistributions, if any, for years prior to 2021 (reasonable cause required–explain in Part VI). See Excess distributions carryover, if any, to 2021 From 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total of lines 3a through 3e Applied to underdistributions of prior years Applied to 2021 distributable amount Carryover from 2016 not applied (see instructions) Remainder. Subtract lines 3g, 3h, and 3i from line 3f. Distributions for 2021 from Section D, line 7:$ Applied to underdistributions of prior years Applied to 2021 distributable amount Remainder. Subtract lines 4a and 4b from line 4. Remaining underdistributions for years prior to 2021, if any. Subtract lines 3g and 4a from line 2. For result greater than zero, explain in Part VI. See instructions. Remaining underdistributions for 2021 Subtract lines 3h and 4b from line 1. For result greater than zero, explain in Part VI. See instructions. Excess distributions carryover to 2022. Add lines 3j and 4c. Breakdown of line 7: Excess from 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . Excess from 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . From 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excess from 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . From 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excess from 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . instructions. From 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excess from 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . From 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chinatown Fresno Foundation 82-4272279 CHI2279 02/15/2022 3:16 PM Page 8Schedule A (Form 990) 2021 III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; PartPart VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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Schedule A (Form 990) 2021DAA B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a, and 3b; Part V, line 1; Part V, Section B, line 1e; Part V, Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions.) Chinatown Fresno Foundation 82-4272279 CHI2279 02/15/2022 3:16 PM literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I (entering For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor, during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ . . . . . . . . . . . . . . . . . . . . . . . . . . . must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ or on its Form 990-PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990). OMB No. 1545-0047 Department of the Treasury Internal Revenue Service Name of the organization DAA 2021 Schedule of ContributorsSchedule B (Form 990) u Attach to Form 990 or Form 990-PF. Employer identification number Organization type (check one): Filers of:Section: General Rule Special Rules Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990), but it For Paperwork Reduction Act Notice, see the instructions for Form 990, 990-EZ, or 990-PF. Form 990 or 990-EZ 501(c)() (enter number) organization 4947(a)(1) nonexempt charitable trust not treated as a private foundation 527 political organization Form 990-PF 501(c)(3) exempt private foundation 4947(a)(1) nonexempt charitable trust treated as a private foundation 501(c)(3) taxable private foundation Check if your organization is covered by the General Rule or a Special Rule. Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or property) from any one contributor. Complete Parts I and II. See instructions for determining a For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 331/3% support test of the regulations under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000; or For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor, during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, (2) 2% of the amount on (i) Form 990, Part VIII, line 1h; or (ii) Form 990-EZ, line 1. Complete Parts I and II. Schedule B (Form 990) (2021) instructions. u Go to www.irs.gov/Form990 for the latest information. contributor's total contributions. “N/A” in column (b) instead of the contributor name and address), II, and III. Chinatown Fresno Foundation 82-4272279 X 3 X CHI2279 02/15/2022 3:16 PM Part I Type of contribution Person Payroll Noncash (a)(b)(c)(d) No.Name, address, and ZIP + 4 Type of contribution Person Payroll Noncash (a)(b)(c)(d) No.Name, address, and ZIP + 4 Type of contribution Person Payroll Noncash (a)(b)(c)(d) No.Name, address, and ZIP + 4 Type of contribution Person Payroll Noncash Schedule B (Form 990) (2021) $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Complete Part II for noncash contributions.) $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Complete Part II for noncash contributions.) $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Complete Part II for noncash contributions.) $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Complete Part II for noncash contributions.) $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Complete Part II for noncash contributions.) $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Complete Part II for noncash contributions.) DAA Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll Noncash (a)(b)(c)(d) No.Name, address, and ZIP + 4 Type of contribution Person Payroll Noncash (a)(b)(c)(d) No.Name, address, and ZIP + 4 Name of organization Employer identification number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule B (Form 990) (2021) Total contributions Total contributions Total contributions Total contributions Total contributions Page 2 Chinatown Fresno Foundation Page 1 of 1 82-4272279 1 JP Morgan Chase PRO Neighborhoods 5260 North Palm Avenue, Suite 122 Fresno CA 93704 20,000 X 2 Central Valley Community Foundation 5260 North Palm Avenue, Suite 122 Fresno CA 93704 5,000 X 3 The Kresge Foundation 3215 W Big Beaver Road Troy MI 48084 10,790 X 4 Lendistry - CA Small Business COVID 330 E Lambert Rd #275 Brea CA 92821 15,000 X CHI2279 02/15/2022 3:16 PM Form 990 or 990-EZ or to provide any additional information. Employer identification numberName of the organization Internal Revenue Service Department of the Treasury OMB No. 1545-0047 Complete to provide information for responses to specific questions on(Form 990) SCHEDULE O Supplemental Information to Form 990 or 990-EZ 2021 Open to Public Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.Schedule O (Form 990) 2021 DAA u Attach to Form 990 or Form 990-EZ. u Go to www.irs.gov/Form990 for the latest information. Chinatown Fresno Foundation 82-4272279 Form 990-EZ, Part I, Line 8 - Other Revenue Description Amount Other Income $ 228 Total $ 228 Form 990-EZ, Part I, Line 16 - Other Expenses Description Amount Expenses Office Supplies $ 186 Computer and Software Expense $ 967 Website, Internet and Telepho $ 1,174 Insurance - General $ 3,504 Payroll Expenses:Insurance - $ 387 Dues & subscriptions $ 214 Event Expenses:Small even $ 135 Licenses and Fees $ 55 Program Expenses: Gallery $ 103 Rent & Lease $ 4,950 Repairs and Maintenance $ 83 Utilities $ 867 Print and Copy Expense $ 211 Training and Conferences $ 14 Non-investment Depreciation $ 756 Total $ 13,606 CHI2279 02/15/2022 3:16 PM DAA Page 2Schedule O (Form 990) 2021 DAA Schedule O (Form 990) 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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Name of the organization Employer identification number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chinatown Fresno Foundation 82-4272279 Form 990-EZ, Part II, Line 24 - Other Assets Description Beg. of Year End of Year Grants Receivable $ 26,306 $ 0 Inventories for Sale or Use $ 358 $ 358 Prepaid Expenses and Deferred Charges $ 3,368 $ 3,368 Office Equipment $ 3,779 $ 3,779 Less Accumulated Depreciation $ 315 $ 1,071 Total $ 33,496 $ 6,434 Form 990-EZ, Part II, Line 26 - Other Liabilities Description Beg. of Year End of Year Accounts Payable and Accrued Expenses $ 12,002 $ 0 Deferred Revenue $ 10,790 $ 0 Payroll Liabilities:CA PIT/SDI $ 38 $ 25 Payroll Liabilities:Federal Taxes (9 $ 269 $ 45 Payroll Liabilities:CA SUI/ETT $ 25 $ -23 Form 990-EZ, Part III - Primary Exempt Purpose The specific purpose of this corporation is to foster civic pride and enhance the quality of life by generating additional sources of funds to support the improvement of the social, physical, and cultural environment of Historic Chinatown Fresno within the meaning of 501(c)(3). Form 990-EZ, Part III, Line 28 - First Accomplishment Chinatown Fresno fosters civic pride and enhances the quality of life by generating additional sources of funds to support the improvement of the social, physical, and cultural environment of Historic Chinatown Fresno. Page 1 of 2 CHI2279 02/15/2022 3:16 PM DAA Page 2Schedule O (Form 990) 2021 DAA Schedule O (Form 990) 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Name of the organization Employer identification number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chinatown Fresno Foundation 82-4272279 Including hosting the Chinatown Live!, Chinatown Community Picnic, Open House and various community meetings. Page 2 of 2 CHI2279 02/15/2022 3:16 PM Form 4562 (2021) (g) Depreciation deduction(f) Method(e) Convention(a) Classification of property (d) Recovery(c) Basis for depreciation(b) Month and year during the tax year. See instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Including Information on Listed Property) Identifying number u Attach to your tax return. u Go to www.irs.gov/Form4562 for instructions and the latest information. DAA only–see instructions)service periodplaced in (business/investment use Special depreciation allowance for qualified property (other than listed property) placed in service (c) Elected cost(b) Cost (business use only)(a) Description of property Dollar limitation for tax year. Subtract line 4 from line 1. If zero or less, enter -0-. If married filing separately, see instructions . . . . . . . . . . . Business or activity to which this form relates Name(s) shown on return Sequence No.Internal Revenue Service AttachmentDepartment of the Treasury OMB No. 1545-0172 portion of the basis attributable to section 263A costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For assets shown above and placed in service during the current year, enter the here and on the appropriate lines of your return. Partnerships and S corporations—see instructions . . . . . . . . . . . . . . . . . . . Listed property. Enter amount from line 28 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 yrs.MM 30-year S/L 12-year S/L12 yrs. S/LClass life S/LMMproperty S/L39 yrs.Nonresidential real MM S/L27.5 yrs.MMproperty MM27.5 yrs.Residential rental S/L 25 yrs.25-year property S/L 20-year property 15-year property 10-year property 7-year property 5-year property 3-year property If you are electing to group any assets placed in service during the tax year into one or more general asset accounts, check here . . . . . . . . . . . . MACRS deductions for assets placed in service in tax years beginning before 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other depreciation (including ACRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property subject to section 168(f)(1) election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Carryover of disallowed deduction to 2022. Add lines 9 and 10, less line 12 . . . . . . . . . . . . . Section 179 expense deduction. Add lines 9 and 10, but don't enter more than line 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Business income limitation. Enter the smaller of business income (not less than zero) or line 5. See instructions . . . . . . Carryover of disallowed deduction from line 13 of your 2020 Form 4562 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tentative deduction. Enter the smaller of line 5 or line 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total elected cost of section 179 property. Add amounts in column (c), lines 6 and 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Listed property. Enter the amount from line 29 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reduction in limitation. Subtract line 3 from line 2. If zero or less, enter -0- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Threshold cost of section 179 property before reduction in limitation (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total cost of section 179 property placed in service (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maximum amount (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form For Paperwork Reduction Act Notice, see separate instructions. 23 23 22 Total. Add amounts from line 12, lines 14 through 17, lines 19 and 20 in column (g), and line 21. Enter22 2121 c b 20a Section C—Assets Placed in Service During 2021 Tax Year Using the Alternative Depreciation System i h g f e d c b 19a 18 1717 Section A 1616 1515 14 14 Note: Don't use Part II or Part III below for listed property. Instead, use Part V. 1313 1212 1111 1010 99 88 77 6 55 44 33 22 11 Summary (See instructions.)Part IV MACRS Depreciation (Don’t include listed property. See instructions.)Part III Special Depreciation Allowance and Other Depreciation (Don’t include listed property. See instructions.)Part II Note: If you have any listed property, complete Part V before you complete Part I. Election To Expense Certain Property Under Section 179Part I 179 Depreciation and Amortization 20214562 Section B—Assets Placed in Service During 2021 Tax Year Using the General Depreciation System (99) u d 40-year 30 yrs.S/LMM Chinatown Fresno Foundation 82-4272279 Indirect Depreciation 1,050,000 2,620,000 756 0 756 There are no amounts for Page 2 CHI2279 02/15/2022 3:16 PM CHI2279 Chinatown Fresno Foundation 02/15/2022 3:16 PM 82-4272279 Federal Asset Report FYE: 12/31/2021 Form 990, Page 1 Date Bus Sec Basis Asset Description In Service Cost %179 Bonus for Depr Per Conv Meth Prior Current Other Depreciation: 1 Copier Machine 7/19/20 3,779 3,779 5 MO S/L 315 756 3,779 3,779 315 756Total Other Depreciation 3,779 3,779 315 756Total ACRS and Other Depreciation 3,779 3,779 315 756Grand Totals 0 0 0 0Less: Dispositions and Transfers 0 0 0 0Less: Start-up/Org Expense 3,779 3,779 315 756Net Grand Totals CHI2279 Chinatown Fresno Foundation 02/15/2022 3:16 PM 82-4272279 CA Asset Report FYE: 12/31/2021 Form 990, Page 1 Date Basis CA CA Federal Difference Asset Description In Service Cost for Depr Prior Current Current Fed - CA Other Depreciation: 1 Copier Machine 7/19/20 3,779 3,779 315 756 756 0 3,779 3,779 315 756 756 0Total Other Depreciation 3,779 3,779 315 756 756 0Total ACRS and Other Depreciation 3,779 3,779 315 756 756 0Grand Totals 0 0 0 0 0 0Less: Dispositions 0 0 0 0 0 0Less: Start-up/Org Expense 3,779 3,779 315 756 756 0Net Grand Totals CHI2279 Chinatown Fresno Foundation 02/15/2022 3:16 PM 82-4272279 AMT Asset Report FYE: 12/31/2021 Form 990, Page 1 Date Bus Sec Basis Asset Description In Service Cost %179 Bonus for Depr Per Conv Meth Prior Current Other Depreciation: 1 Copier Machine 7/19/20 3,779 3,779 5 MO S/L 315 756 3,779 3,779 315 756Total Other Depreciation 3,779 3,779 315 756Total ACRS and Other Depreciation 3,779 3,779 315 756Grand Totals 0 0 0 0Less: Dispositions and Transfers 3,779 3,779 315 756Net Grand Totals CHI2279 Chinatown Fresno Foundation 02/15/2022 3:16 PM 82-4272279 Depreciation Adjustment Report FYE: 12/31/2021 All Business Activities AMT Adjustments/ Form Unit Asset Description Tax AMT Preferences There are no assets that meet the criteria of this report CHI2279 Chinatown Fresno Foundation 02/15/2022 3:16 PM 82-4272279 Future Depreciation Report FYE: 12/31/22 FYE: 12/31/2021 Form 990, Page 1 Date In Asset Description Service Cost Tax AMT Other Depreciation: 1 Copier Machine 7/19/20 3,779 756 756 3,779 756 756Total Other Depreciation 3,779 756 756Total ACRS and Other Depreciation 3,779 756 756Grand Totals CHI2279 Chinatown Fresno Foundation 02/15/2022 3:16 PM 82-4272279 CA Future Depreciation Report FYE: 12/31/22 FYE: 12/31/2021 Form 990, Page 1 Date In Asset Description Service Cost CA Other Depreciation: 1 Copier Machine 7/19/20 3,779 756 3,779 756Total Other Depreciation 3,779 756Total ACRS and Other Depreciation 3,779 756Grand Totals CHI2279 Chinatown Fresno Foundation 2/15/2022 3:16 PM 82-4272279 Federal Statements FYE: 12/31/2021 Schedule A, Part II, Line 1(e) Description Amount Donations $ 2,000 JP Morgan Chase PRO Neighborhoods Cash Contribution 20,000 Central Valley Community Foundation Cash Contribution 5,000 Fresno CEDP Cash Contribution 1,500 The Kresge Foundation Cash Contribution 10,790 Lendistry - CA Small Business COVID Cash Contribution 15,000 Total $ 54,290 Schedule A, Part II, Line 12 - Current year Description Amount Other Income $ 228 Total $ 228 Page 1 of 24 PY 2023-2024 CONSOLIDATED NOFA PART B - APPLICATION PUBLIC AND COMMUNITY SERVICES Application Summary The City of Fresno (City) invites eligible organizations to submit applications for Public and Community Services through the Community Development Block Grant (CDBG) Program. The 2020-2024 Consolidated Plan prioritizes the provision of services to low-income and special needs households that develop human capital and improve quality of life. As such, the City is interested in receiving applications for one or more of the following program activities: Activity Potential Funding Child Care Services CDBG Youth Services Medical and Mental Health Services Older Adult Services Personal and Professional Services Economic Development: Micro- Enterprise Assistance • Activity Definitions Child Care Services: Services to benefit children (generally under age 13), including parenting skills classes. Youth Services: Services for young people aged 4 to 19 that include, for example, recreational services, life skills (i.e., student-drive work programs), and cultural arts education opportunities. Counseling programs that target teens may include counseling for the family. Medical and Mental Health Services: improving access to mental health and medical services for low- and moderate-income people including addiction recovery programs. Older Adult Services: Services for older adults aged 60 and over that include, for example, recreational services. Personal and Professional Development: Assistance to increase money management, home maintenance, workforce training, and employment programs. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 2 of 24 Economic Development: Micro-Enterprise Assistance: Financial assistance, technical assistance, or general support services to owners and developers of micro-enterprises. A micro-enterprise is a business with five or fewer employees, including the owner(s). PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 3 of 24 Application Submission Application Deadline January 27, 2023, by 4:00 p.m. Resolutions Authorizing Application Submission Deadline February 13, 2023, by 4:00 p.m. Application Delivery • Please submit an electronic version of your application by: Email HCDD@fresno.gov, or If your file is over 40 MB, email HCDD@fresno.gov to receive a link to upload large files (instructions in the Consolidated NOFA Handbook appendix) Hard copies of applications and authorizing resolutions are not requested or accepted. If assistance is required for digital submission, please reach out to the contact listed below. We will email you within one business day of receipt to confirm application submission – if you do not receive a confirmation, please contact the relevant person. Contact Person • Kimberly Archie, Senior Management Analyst 559-621-8458 Kimberly.Archie@fresno.gov • General Inquiries Housing & Community Development Division | 559-621-8300 | HCDD@fresno.gov PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 4 of 24 Application Overview and Instructions The City of Fresno (City) Housing and Community Development division is accepting proposals from eligible organizations providing Public and Community Services to low- income and special needs households that develop human capital and improve quality of life within the City. Funds to be used for this NOFA are from the U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) Program. A guide to program requirements is attached to the Consolidated NOFA Handbook. Under this Consolidated NOFA, the following Public and Community Services objectives have been prioritized, with Youth Services being the highest priority for funding: • Afterschool enrichment programs for children to include educational and recreational programming and promote social interaction to combat mental health impacts of COVID-19 • Enhanced programming (i.e., life skills, recreational programs, and cultural arts educational opportunities) for children and youth in existing parks and recreation centers • Affordable childcare and daycare options for low- and moderate-income families • Personal and professional development programs like money management, workforce training, and employment programs • Recreation, nutrition, and social services for seniors • Improving medical and mental health care access to include counseling and recovery programs for people with alcohol and/or substance abuse disorders • Transportation services for low- and moderate-income people to attend medical, housing, and aid appointments • A location (preferably at a City park or neighborhood center) to allow people to shower; launder clothes; or obtain groceries, toiletries, clothing, etc. • A location to provide feminine hygiene products, referrals to supportive services, counseling, and dental services • Micro-enterprise assistance PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 5 of 24 Instructions Applications have been designed to support a standardized method of evaluation for eligibility and consideration. Applicants are encouraged to carefully review their applications prior to submission to ensure all questions are complete and narrative attachments are included. Once the application is submitted, additional information will not be accepted. In the event additional clarification is needed, City staff will contact the agency. In most instances, applicants will have 24 hours to provide the additional clarifying information in order to be considered responsive. Prior to completing their applications, applicants should review the 2023-2024 Consolidated NOFA Handbook. The Handbook provides additional information regarding funding priorities, threshold eligibility requirements, applicant support options, and information on the timeline and process for application review and funding. An organization’s completed application includes one Part A (organizational information), and one or more Part B (application) including all relevant exhibits and attachments. • Applicants may provide as attachment a maximum of two, single-page letters of support. Additional pages beyond the maximum will not be reproduced. For this reason, applicants should select the two “best” support letters. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 6 of 24 Evaluation Process Applications will be scored and ranked according to the below criteria. Category Points Qualified / Disqualified: • Does the applicant demonstrate how the proposal aligns with one or more priorities outlined in the City of Fresno 2020- 2024 Consolidated Plan? (If no, the application is disqualified.) • Are the proposed activities eligible under the applicable funding source? (If no in part or full, the application is disqualified in part or full.) • Are the proposed costs eligible under the applicable funding source? (if no in part or full, the application is disqualified in part or full.) • Is the applicant a unit of government or an established corporation chartered and in good standing with the State of California or a 501(c)(3) tax-exempt organization? (if no, the application is disqualified) • Does the applicant have established financial and management systems? (if no, the application is disqualified) • Has the applicant failed to meet any other threshold eligibility requirements in the accompanying 2023-2024 Consolidated NOFA Handbook? (If yes, the application is disqualified.) Qualified or Disqualified Organizational Capacity: • Does the organization have demonstrated success in administering a similar activity? (0 years = 0 points; 1 or more years = 5 points) • Has the organization provided financial statements showing current assets sufficient to cover operating expenses for at least six months? (5 points) • Does this organization have any unresolved monitoring finding? (Up to -10) 10 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 7 of 24 Category Points Quality of the Proposal / Alignment to Community Needs: • Does the application clearly describe a community need and provide evidence that existing resources are insufficient to meet that need? (5 points) • Is the program targeted to specific areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs)? (10 points) • Does the applicant demonstrate a thorough plan of how to reach the target population and how they will affirmatively market the program to the target population? (Up to 15 points) • Does the application clearly describe how it will assist the City in meeting the goals outlined in the Consolidated Plan? (Up to 5 points) ● Does the proposal include activities for youth? (5 points) 40 Impact and Outcome: • Does the proposed activity clearly define the outcome of the activity and how it will impact the priority needs described? (Up to 10 points) • Does the organization describe how their prior activities have resulted in meaningful impact? (Up to 5 points) • Does the proposal demonstrate that the activity will be completed in a timely manner? (Up to 5 points) • Does the organization clearly articulate how the program activities were developed in consultation with the target population? (Up to 10 points) 30 Cost Effectiveness / Leveraging: • Is the proposed budget consistent with the proposed program service(s)? (Up to 5 points) • Will the proposed activity leverage additional funds that would otherwise not be available? (Up to 5 points) 10 Coordination / Collaboration • To what extent does the applicant describe how its activities will be delivered in coordination with other community resources to address the overall needs of its clientele? (Up to 10 points) 10 Total Possible Points 100 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 8 of 24 PY 2023-2024 APPLICATION Public and Community Service Programs NOTE: This application is not for public services to benefit primarily homeless and individuals at risk of homelessness or for Fair Housing programs. If you are a homeless provider, please use the Homeless and Homelessness Prevention Application. If you are an organization applying for Fair Housing Programs, please use the Fair Housing Application. 1. Project Summary Information – please complete the below summary information for the project/program. Project Name (10 words or less): Chinatown: Open for Business Amount Requested: $ 63,622.00 To utilize CDBG funds for a public service, the service must be either a new service or a quantifiable increase in the level of an existing service. This project is a: New Project/Program Existing Project/Program Provide a short description of the proposed program/activity. (1 to 3 sentences and must fit in the provided space). This two-part program will improve business acumen of exisitng businesses while drawing start-up entrepreneurs to the neighborhood. Existing businesses will benefit from expanded services of the Chinatown Empowerment Center (which includes the Make Time Business School) and its new Manager. New micro-enterprises will learn how to start and grow their businesses in Chinatown. If this is an existing project/program that has not received CDBG funding from the City previously, please briefly explain how CDBG funds will be used to increase the level of service. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 9 of 24 2. Organizational Capacity a. Briefly describe how your organization’s prior activities have resulted in meaningful impact: Over five years, the Chinatown Fresno Foundation has united the community, offered Chinatown culture and history workshops, launched and expanded the Empowerment Center and Make Time Business School to focus on business support and assistance, hired experienced business development personnel, and established long-term mutually beneficial relationships with governments, organizations, media, business owners, property owners and place-based organizations in Fresno. b. Describe the organization’s experience with administering federally funded programs of this nature. Chinatown Fresno Foundation received CDBG grant funding for PY21 and PY22. The Project Director, Jan Minami, spent three years administering federal grants for Food Commons Fresno. c. For how many years has the organization administered activities of the type described in this application? 5 d. Does the organization have the following in place (check box if ‘yes’)? PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 10 of 24 Written policies and procedures for the proposed project or program (i.e., intake, eligibility) Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 11 of 24 3. Proposed Scope of Work a. Briefly describe the needs this proposal addresses, and how existing resources are insufficient to meet this need: Even with ongoing support from the Foundation, many Chinatown small businesses are struggling to improve their customer base and their bottom line. Disinvestment, road construction and slow recovery from the pandemic continue to create barriers to success. New resources are needed to create a better base of business knowledge within the business community and new businesses are needed to raise the level of Chinatown commerce. b. Briefly describe the target population and how the project will meet the specific needs of the target population and how the project will be marketed to the target population. Over 60% of the businesses operating within the Chinatown neighborhood are micro-enterprises, with another 42% small businesses, many with 6 to 10 employees. They operate in a challenging market with ongoing road construction, no direct connection to a residential population, and slow recovery from the pandemic. In this atmosphere of economic isolation, providing strong business support through education and boosting the business climate by adding more businesses will expand the overall customer base for Chinatown businesses. Micro-enterprises still exhibit a strong need for support serices and education, while other small businesses also want the ability to participate in our programs. We determined that hiring an Empowerment Center manager dedicated to providing workshop experiences and on-going technical assistance would be the best way to expand the work of the Empowerment Center. All businesses will be contacted by direct mail. We will use in-person visits, phone calls and text messages when that is appropriate. The information will be included in our newsletter, on our website, on social media and announced at Community meetings. c. Describe consultation efforts made with the target population in the development of the proposed activity. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 12 of 24 The Chinatown Board of Directors represents business and property owners in the neighborhood. Several of them own micro-enterprises, while the others operate small businesses. Other businesses were consulted. Overall, six owners of micro-enterprises and four owners of slightly larger (but still quite small) businesses recommended expanding the Empowerment Center by hiring a dedicated manager. Through these efforts would come a business retension program along with a start-up entrepreneur program. d. Describe the marketing plan for the proposed activity and how the organization will ensure it reaches the target population. MARKETING PLAN 1. Hire an Empowerment Center Manager to work with businesses 2. Improve the existing business database in preparation for the Kickoff 3. Hold a Chinatown: Open for Business Kickoff celebrating Chinatown businesses and business owners. Invitations will go out to business owners, property owners, government officials and media 4. Use available digital tools for reaching micro-enterprises and other small businesses: newsletter, email, social media 5. Begin business visitations preparing for small business workshops; hold small- group workshops 6. Develop the Open for Business website and seek entrepreneurs e. The City’s Analysis of Impediments to Fair Housing Choice recommends that the City prioritize investments in areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs – see NOFA Handbook). Will this program be: Offered Citywide Offered Citywide with an emphasis and affirmative marketing toward RECAPs Offered exclusively to residents of RECAPs PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 13 of 24 f. Describe the service area: Note: Strong applications will include specifically defined services areas such as ‘residents within ½ mile radius of [facility address]’ or ‘residents within the boundaries defined on the attached map.’ Chinatown Fresno is bounded by Ventura Street on the south, Freeway 99 on the west, Fresno Street on the north and the railroad tracks on the east. As a mixed-use urban neighborhood located on the western boundary of Downtown Fresno, Chinatown Fresno is primarily commercial. Decades of disinterest and disinvestment by government, agencies and nonprofits has bred district. A concerted economic development effort is needed to support these businesses. Service area map attached as exhibit E g. Estimate the number of unduplicated persons expected to benefit from the project: 30 unduplicated persons will receive a direct benefit from this project. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 14 of 24 h. Income Documentation CDBG-eligible programs primarily benefit persons who earn less than 80% of the area median income. A chart containing the income limits effective as of July 1, 2022, is included as a reference below. Applicants must select one of the three options for documenting how their activity will satisfy the income eligibility requirement. Please note, these income limits are subject to change. For the most current income limits please reference the link below: https://www.hudexchange.info/resource/5334/cdbg-income-limits/ Household Size 30% AMI 50% AMI 80% AMI 1 16,350 27,300 43,650 2 18,700 31,200 49,850 3 21,050 35,100 56,100 4 23,350 38,950 62,300 5 25,250 42,100 67,300 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 15 of 24 OPTION 1: Low-Income Clientele – Presumed Benefit Select this option only if the program will exclusively serve one of the following clienteles (select all that apply) Older Adults (62 and older) Severely Disabled Adults Abused Children Illiterate Adults Migrant Farm Workers OPTION 2: Low-Income Clientele – Other Select this option if the program will serve a specific clientele not listed under the first option. The organization must document income eligibility for each program participant. Indicate below the types of documentation the organization will collect to verify income eligibility (select all that apply): Pay Stubs / Wage Statements W-2s Income Tax Returns Social Security Documentation Bank Statements Signed Certifications from Beneficiaries Other: Other: Other: OPTION 3: Low-Income Area Select this option if the program will benefit all residents within the defined service area described in 3.d. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 16 of 24 i. Detailed Narrative Description of Project/Program Describe the project/program in detail in the space below. Limit description to the space provided on this and the next page. Chinatown Fresno deserves a thriving business economy, one that supports many small businesses and their customers. Focusing on business retention through the Chinatown: Open for Business initiative showcases the Chinatown Fresno Foundation support and commitment to Chinatown's existing businesses. The many individual business owners have begun to realize that working together and learning together builds the neighborhood economy. This initiative is aimed directly at building economic and community development. For Chinatown, the challenges are many. Chinatown Fresno is disconnected from the rest of Downtown Fresno by the railroad tracks, as well as from its former residential community to the west by Highway 99. Customers facing too many road construction challenges to reach commercial Chinatown may simply not come back. Chinatown small businesses comprise 97% of Chinatown businesses with over 60% classified as micro-enterprises. It is particularly challenging for owners of businesses this small to make time for business improvement and expansion. The Chinatown Empowerment Center focuses on solving small business issues. Some can be handled individually or with collaborators, while others will be resolved in workshops. It is equally important to expand the business base with new businesses. Solid job growth and an improved Chinatown economy depends on it. CHINATOWN: OPEN FOR BUSINESS KICKOFF The Kickoff event will launch these expanded efforts. It celebrates Chinatown businesses and shares the plans of Chinatown BRE (Business Retention and Expansion) and Make Time for Entrepreneurs. The intent is not only to recognize business owners for their resilience, but also to draw people from outside Chinatown to learn more about Chinatown businesses and business opportunities. A business-savvy keynote speaker will set the tone for the event. The facility will be in Chinatown, possibly the auditorium in the Mrauk Oo Dharma Center (former Buddhist Temple). CHINATOWN BRE WORKSHOPS Workshops will be small, likely 5-8 business owners. The participants will be drawn from small georgraphies – businesses that are neighbors. For example, small businesses along Kern Street and south along E, F and G Streets. Each group will meet at least twice to focus on issues that they deem most important. BRE TECHNIQUES Typical Business Retention and Expansion procedures will be used. The new Empowerment Center manager will serve as the lead, making PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 17 of 24 business visits and organizing workshops. They will research best practices and call on our BRE collaborators for advice. Following each visit, the outreach will be documented and the ongoing program results tallied, contributing to the business database noting which business challenges the Empowerment Center workshops can address. MAKE TIME FOR ENTREPRENEURS The MTE (Make Time for Entreprenuers) program will seek to establish five new businesses in Chinatown over the course of the year. Drawing initially from the OPEN Kickoff, the program will be organized to walk a budding entrepreneur through the process of taking an idea and making it into a viable business. A website will be developed with sections for each type of business that might locate here, and the Empowerment Center manager will engage and assist. While our goal is to bring five new businesses to Chinatown, we would love to see this program be much more successful. There are enough vacant storefronts in Chinatown to accommocate over a dozen new businesses. OTHER NOTES The Chinatown Empowerment Center has been the part of the Chinatown Fresno Foundation supporting business enterprise since 2018. The Make Time Business School is the education arm of the Empowerment Center. A Market Analysis is being prepared for Chinatown through the City of Fresno and the Environmental Protection Agency. This powerful tool will bolster business retention, expansion and recruitment efforts. BRE is common terminology for Business Retention and Expansion. We understand that including two programs in one application requires great attention to detail. Micro-enterprises are a large part of the BRE program and all of the business recruitment program. Being able to include small businesses that are barely over the micro-enterprise employee limit will be a boon to the Chinatown economy. The Monarch@Chinatown just opened. Fifty-seven families have already moved in. New housing in Chinatown brings new customers for Chinatown businesses. SUMMARY Chinatown’s commercial district consists of small businesses that operate in a long-neglected neighborhood. While our on-going efforts continue to support these businesses, Chinatown: Open for Business will strengthen businesses, add new ones and expand the customer base, leading to job growth, a sound Chinatown economy and improved quality of life. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 18 of 24 Detailed Narrative Description of Project/Program (Continued from previous page) PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 19 of 24 j. Collaboration Briefly describe any collaboration efforts with other organizations for this project/program or related initiatives. Collaborating Organization Description of Collaboration EDC serving Fresno County Work with their BRE specialists to improve our program Fresno Area Hispanic Foundation Collaborate with FAHF for micro-enterprise business attraction Fresno Metro Black Chamber of Commerce Collaborate with FMBCC staff in preparation of workshops City of Fresno Economic Development Department Seek advice as needed PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 20 of 24 4. Project/Program Budget a. The City is interested in applicants that can deploy activities in a timely manner (12 months) while balancing the need to maintain high standards of program delivery. Please propose how you will address this need. The Chinatown Fresno Foundation currently operates the Chinatown Empowerment Center and the Make Time Business School. Adding an Empowerment Center manager within the first two months will allow this expanded program to be running in high gear within four months, and actively engage small businesses and draw micro-enterprises within 12 months. b. List of Funding Sources Provide all planned funding anticipated/ committed for this activity for PY 2023- 2024. If the organization has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date Heron Foundation Community Development 10,000 Committed Chan Zuckerberg Economic Development 20,000 Committed CA High-Speed Rail Authority Marketing 15,000 Pending April, 2023 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 21 of 24 c. Activity Budget Summary and Narrative Please complete Exhibit A – Operating Budget Summary. The above referenced Budget worksheet is available at www.fresno.gov/housing under the ‘Notices of Funding Available’ tab. An Exhibit B – Budget Narrative must also be completed to provide a brief explanation of the expenses included in the budget. Please note the following costs are not allowable for CDBG: bad debts; contingencies; contributions and donations; entertainment costs (including meals for social events and awards/graduation banquets); gifts or incentive awards to individuals; fines and penalties resulting from violations of or non-compliance with Federal, State, and Local laws; interest on borrowed capital; fundraising; investment management. d. Prior-Year Financial Statement Please attach a financial statement labeled as Exhibit B for the proposed program for the last full operating year. Failure to provide the financial statement will result in disqualification. Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY EXHIBIT B – BUDGET NARRATIVE EXHIBIT C – PRIOR-YEAR AUDITED FINANCIAL STATEMENT INCLUDING STATEMENT OF ACTIVITIES, STATEMENT OF FINANCIAL POSITION AND STATEMENT OF CASH FLOWS (REQUIRED WHEN TOTAL FEDERAL GRANT AWARDS EQUALED OR EXCEEDED $750,000 DURING THE ANNUAL AUDIT PERIOD); OR EXHIBIT D – PRIOR-YEAR UNAUDITED FINANCIAL STATEMENT WHEN TOTAL FEDERAL GRANT AWARDS FOR THE ANNUAL AUDIT PERIOD WAS LESS THAN $750,000 Optional Additional Exhibits: EXHIBIT – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT C – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT E – SERVICE AREA MAP (REQUIRED IF NOT DESCRIBED IN 3.d.) PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 22 of 24 Exhibit A: Operating Project Budget Summary (or submit via Excel) Budgeted Position (Personnel) or Category (Operations) City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position; add additional rows as needed) Direct Service Personnel (enter position titles): Empowerment Center Manager - Small Businesses 10,781 2,696 13,477 13,477 Empowerment Center Manager - Micro- enterprises 17,969 4,492 22,461 22,461 Administrative Personnel (enter position titles): Administrator - Small Businesses 2,520 630 3,150 3,150 Administrator - Micro- enterprises 4,200 1,050 5,250 5,250 Independent Contractors / Consultants (enter position titles): Project Director - Small Businesses 4,000 4,000 4,000 Project Director - Micro-enterprises 6,000 6,000 6,000 TOTAL PERSONNEL BUDGET $ 45,470 $8,868 $54,338 $ $ $ $ $ $54,338 Other Direct Costs (Include only costs that are direct; indirect costs are covered under the Indirect Cost Rate) Chinatown OPEN FOR BUSINESS Kick Off Expenses (printing, survey materials, facility) Small Businesses 625 625 Kick Off Speaker(s) Small Businesses 625 625 Chinatown BRE Workshop expenses Small Businesses 313 313 Chinatown OPEN FOR BUSINESS Kick Off Expenses (printing, survey materials, facility) Micro- enterprises 375 375 Kick Off Speaker(s) Micro-enterprises 375 375 Chinatown BRE Workshop expenses Micro-enterprises 187 187 Make Time technical assistance expenses (printing, supplies) Micro-enterprises 500 500 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 23 of 24 Make Time website development Micro- enterprises 500 500 TOTAL OTHER DIRECT COSTS $3,500 $ $ $ $ $ $3,500 INDIRECT COSTS (Select 1 indirect rate Only) Approved Indirect Cost Rate De minimus 10 % Rate 5,784 5,784 TOTAL INDIRECT COST BUDGET $5,784 $ $ $ $ $ $5,784 TOTAL PROJECT BUDGET $ $ $63,622 $ $ $ $ $ $63,622 *An approved indirect cost rate must be applied to the base identified in the agreement with the federal cognizant agency. Per 2 CFR 200.414, any non-federal entity that does not have a current negotiated rate may elect to charge a de minimis rate of 10% of Modified Total Direct Costs (defined in 2 CFR 200.68). Exhibit B: Budget Narrative Please provide a brief narrative describing the expenses included in each category of the budget summary. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 24 of 24 The Chinatown: Open for Business initiative is comprised of two components. Both contribute to a more successful Chinatown economy. To simplify the budget, here is the breakdown CHINATOWN: OPEN Small Businesses Micro-enterprises Total Empowerment Center Manager $13,477 $22,461 $35,938 Administrator $3,150 $5,250 $8,400 Projector Director $4,000 $6,000 $10,000 OPEN Kickoff $625 $375 $1,000 Kickoff Speakers $625 $375 $1,000 Workshop Expenses $313 $187 $500 Tech Assistance $500 $500 Website $500 $500 Indirect Cost $2,169 $3,615 $5,784 TOTALS $24,359 $39,263 $63,622 The Empowerment Center Manager will oversee the two initiatives this year, with help from the Administrator and ultimate oversight by the Project Director. The Manager will work with the team to create the Kickoff, regularly visit businesses and hold small workshops. The Manager will also provide technical assistance and develop the website for the Make Time for Entrepreneurs program. Chinatown Open for Business features a kickoff that covers both programs, celebrating existing businesses, drawing new entrepreneurs and featuring a well-knowN keynote speaker. Workshop expenses and technical assistance include printing and supplies. Website expenses include domain and hosting. 3845 N. CLARK STREET. SUITE 101, FRESNO, CA 93726 PH. 559.485.1416 FAX 559.485.9109 INFO@FRESNOMETMIN.ORG WWW.FRESNOMETOMIN.ORG TAX ID # 94-2181848 January 23, 2023 June Stanfield, Board Chair Chinatown Fresno Foundation 912 F Street Fresno CA 93706 Re: Community Development Block Grant, Build a Thriving Chinatown Economy Dear Ms. Stanfield, Fresno Metro Ministry, which founded the Better Blackstone Community Development Corporation, has worked closely with the Chinatown Fresno Foundation the past 5 years. We know that neighborhood organizations like the Chinatown Fresno Foundation are essential to the commercial success of their neighborhood. As Strategic Advisor for Fresno Metro Ministry (and former Executive Director 2014-2022), and as CEO of Better Blackstone, I understand the importance of this organizational support. Better Blackstone is committed to seeing new investment and revitalization of the Blackstone corridor. Both Better Blackstone and the Chinatown Fresno Foundation belong to the Community and Economic Development Partnership (CEDP), joining a dozen other neighborhood organizations throughout Fresno. Through CEDP, I’m familiar with the operation of the Foundation and am confident that they can provide the business support services they are proposing. Their ongoing initiative, the Chinatown Empowerment Center, can have a tremendous impact on each participating business. Business success in a challenging neighborhood like Chinatown is based on understanding how to run a business and how to draw customers. These steps to build a thriving Chinatown economy are smart. This Community Development Block Grant for the Chinatown Empowerment Center and Make Time for Entrepreneurs would be greatly beneficial for the Chinatown district, and for Fresno as a whole. We strongly support your work and this grant application to support your efforts. Please contact me anytime with questions: keith@fresnometmin.org Sincerely, KR Bergthold Keith Bergthold Strategic Advisor, Fresno Metro Ministry CEO, Better Blackstone CDC Part B, Exh C-1 June Stanfield, Board Chair Chinatown Fresno Foundation 912 F Street Fresno CA 93706 Re: Community Development Block Grant The classes I taught for 16 years at Fresno State frequently involved local community benefit organizations, so I am very familiar with many of the small organizations in Fresno. Chinatown Fresno Foundation, since their first year in operation, has operated on a shoe- string, but offered the kind of hard work and services that the residents and business owners in Chinatown need most. They practice organizational alchemy: creating programs and support systems that previously were not there, now, the Chinatown community depends on them! The organization is well-run, and I believe that they will continue to be successful in whatever programs they put in place. Their initiative, the Chinatown Empowerment Center and Make Time for Entrepreneurs, is an innovative way to encourage business owners to use some of their valuable time to improve their skills and become more successful. In these challenging times, the awards to continue and expand this work will be most beneficial for Chinatown and all of Fresno. I urge your support to provide the Chinatown Fresno Foundation with funding in order to continue to move them to an even stronger position of leadership in Fresno-and to do exactly what the funding is intended to do, "develop communities." Sincerely, � 72.. S>'�,,1L Don R. Simmons, Ph.D. Retired Director, Humanics at Fresno State Senior Consultant, Creative Potential Consulting and Training Fresno-San Francisco-Boise Part B, Exh C-2 Chinatown Fresno Foundation Statement of Financial Activity January - December 2022 TOTAL Income Donations 200.00 Grant Revenue 49,725.00 Interest Income 729.33 Other Income 12,417.23 Total Income $63,071.56 GROSS PROFIT $63,071.56 Expenses Bank Charges 98.07 Computer and Software Expenses 1,014.72 Contractors 42,119.46 Donor grants 265.58 Dues & subscriptions 294.00 Event Expenses 92.10 Insurance - General 4,801.76 Internet and Telephone Services 1,430.25 Legal & Professional Services 2,710.91 Licenses and Fees 117.02 Office Supplies 630.70 Other Business Expenses 67.91 Payroll Expenses Insurance - Workers Comp 797.00 Taxes 310.51 Wages 2,810.00 Total Payroll Expenses 3,917.51 Print and Copy Expense 246.24 Program Expenses 7,844.50 Rent & Lease 5,400.00 Repairs & Maintenance 12.81 Training and conferences 35.00 Utilities 1,271.57 Total Expenses $72,370.11 NET OPERATING INCOME $ -9,298.55 NET INCOME $ -9,298.55 Part B, Exh D Total ASSETS Current Assets Bank Accounts PalPal 430.17 Petty Cash 200.00 Prepaid Cards 30.01 Union Bank . . . 3512 40,812.99 Total Bank Accounts $ 41,473.17 Accounts Receivable Accounts Receivable (A/R)0.00 Total Accounts Receivable $ 0.00 Other Current Assets Grants Receivable 34,578.97 Inventory Asset 184.03 Total Other Current Assets $ 34,763.00 Total Current Assets $ 76,236.17 Fixed Assets Fixed Asset Copiers 3,779.13 Total Fixed Assets $ 3,779.13 TOTAL ASSETS $ 80,015.30 LIABILITIES AND EQUITY Liabilities Current Liabilities Other Current Liabilities Payroll Liabilities CA PIT / SDI 15.95 CA SUI / ETT 95.54 Federal Taxes (941/944)293.74 Total Payroll Liabilities $ 405.23 Unearned Revenue 36,664.16 Total Other Current Liabilities $ 37,069.39 Total Current Liabilities $ 37,069.39 Total Liabilities $ 37,069.39 Equity Retained Earnings 52,244.46 Net Income -9,298.55 Total Equity $ 42,945.91 TOTAL LIABILITIES AND EQUITY $ 80,015.30 Chinatown Fresno Foundation Statement of Financial Position As of December 31, 2022 HSR Station (proposed footprint) C H I N A T O W NN 99 Freeway Fresno StreetVentura StreetInyo StreetMono StreetKern StreetTulare StreetMariposa StreetChina Alley NOT TO SCALE G Street F Street E Street H Street Kern Street is permanently closed. 1 2 Ventura closed for construction for 2 years Mono Street will close permanently when Ventura Street reopens. Core Downtown G St F St E St H St Buildings 1 Italia Building 2 Fire Station #3 3 Basque Hotel 4 Mexican Baptist 5 Bank of Italy 6 Central Fish 7 Bow-on (burned) 8 Bing Kong 9 Nippon 1 10 Nippon 2 11 Komoto’s 12 Dick’s 13 Azteca Theater 14 Buddhist Temple 15 California Dairies 16 Full Circle Brewing 17 The Monarch @ Chinatown 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Southwest â Southwest â NOT TO SCALE 15 Fagan Alley Construction Cul-de-sac Construction Cul-de-sac Construction Truck route Construction Truck route When Tulare opens, Fresno will close temporarily Broadway Street Possible inter-modal transportation hub 17Fresno StreetVentura StreetInyo StreetMono StreetTulare StreetKern StreetPart B, Exh E 2/3/23, 11:00 AM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/1/3 Chinatown Fresno Foundation EIN: 82-4272279 | Fresno, California, United States Publication 78 Data Organizations eligible to receive tax-deductible charitable contributions. Users may rely on this list in determining deductibility of their contributions. On Publication 78 Data List: Yes Deductibility Code: PC Determination Letter A favorable determination letter is issued by the IRS if an organization meets the requirements for tax-exempt status under the Code section the organization applied. Final Letter(s) FinalLetter_82-4272279_CHINATOWNFRESNOFOUNDATION_02052018.tif [https://apps.irs.gov/pub/epostcard/dl/FinalLetter_82- 4272279_CHINATOWNFRESNOFOUNDATION_02052018.tif] Form 990-N (e-Postcard) Organizations who have filed a 990-N (e-Postcard) annual electronic notice. Most small organizations that receive less than $50,000 fall into this category. Tax Period: 2018 (01/01/2018-12/31/2018) EIN: 82-4272279 Organization Name (Doing Business as): Chinatown Fresno Foundation Mailing Address: 2/3/23, 11:00 AM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/2/3 912 F STREET Fresno, CA 93706 United States Principal Officer's Name and Address: MORGAN DOIZAKI 912 F STREET Fresno, CA 93706 United States Gross receipts not greater than: $50,000 Organization has terminated: No Website URL: Copies of Returns (990, 990-EZ, 990-PF, 990- T) Electronic copies (images) of Forms 990, 990-EZ, 990-PF or 990-T returns filed with the IRS by charities and non-profits. Organization Name: CHINATOWN FRESNO FOUNDATION EIN: 82-4272279 Tax Period: 201912 Return ID: 1587403 Filing Type: E Return Type: 990EZ Copy of Return: 2019 Form 990EZ Filing [https://apps.irs.gov/pub/epostcard/cor/824272279_201912_99 0EZ_2020091017290739.pdf] 2/3/23, 11:00 AM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/3/3 Central Valley Justice Coalition PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 2 of 6 Part A, Section 2: Mission Statement Please provide the organization’s mission statement within the below space: At the Central Valley Justice Coalition, our mission is to partner with the church and community to prevent human trafficking. We accomplish this by empowering people of all ages through education, outreach, and partnership. We dream of a world in which no one is enslaved and all are free. Central Valley Justice Coalition (CVJC) began in 2010 in central Fresno, in a low- income neighborhood well known for homelessness, drugs, and human trafficking. We began with a group of faith leaders and community advocates committed to ending the injustices we were seeing in our own community. For years, we were volunteer-led, and we spent our time coming alongside men and women on the streets in Fresno who were victims of human trafficking, though many would not have known this term. We heard their stories, and our eyes were opened to the exploitation that was happening all around us. We began to see that what we often thought was homelessness, prostitution or drug addiction was directly related to human trafficking and other forms of exploitation. Since 2014, we have educated over 33,000 individuals about the realities of human trafficking. Through one-time presentations and multi-week programs, we have educated 3,086 minors. 35 youth who have been deemed as high risk for trafficking have received 1-on-1 mentoring and support to keep them out of a dangerous situation. Part A, Section 3: Organizational Capacity and Management Please provide key personnel information for HUD-funded projects: Staff Name Title Years of Experience 1) Christa Wiens Executive Director 8 2) Tiffany Richards Youth Advocate <1 3) Kim Contreras Trauma Response Coordinator 3 4) Christy Seeber Executive Assistant <1 5) Board of Directors How often does your Board of Directors regularly meet? Every other month List current Board of Directors below: 1) Ivy Huff, Chair 6) 2) Avery Culbertson, Secretary 7) 3) Trevor Barbeau, Treasurer 8) PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 3 of 6 4) Lois Hansen 9) 5) Lauran Bethell 10) Financial Management 1) Has an audit been performed on the proposing organization’s accounting procedures within the last two years? Yes No If yes, name of auditor: 2) Is the agency audited every year? Yes No 3) Were any management letters issued as a result of the last audit? If yes, explain. no 4) Provide the name of staff responsible for your agency’s accounting system Name: Alex Acree Title: Bookkeeper Phone/Email: alex@arcteam.co Authorized Signatories If your organization is selected for funding, signatures from persons bearing titles from each of the two lines below will be required by your organization. 1. Board Chair, President, or Vice President 2. Treasurer, Secretary, or Assistant Secretary If you will be unable to provide the two requested signatures or intend to otherwise deviate from the standard signature authority, please indicate the names and titles of the authorized signatories below and provide the names and titles of the person(s) authorized to execute agreements on behalf of your organization in your board- certified resolution. Authorized Signatory Name Authorized Signatory Title 1) Ivy Huff 2) Trevor Barbeau Board Resolution providing for the signature authority of persons to sign agreements on behalf of the entity is attached (required before a subrecipient agreement will be executed). PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 4 of 6 To view the City’s policy regarding signature authority, including a sample signature page and sample certification, view Administrative Order 4-1 at: https://www.fresno.gov/personnel/human-resources-support/#tab-2 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 5 of 6 Part A, Section 4: Summary of Attached Applications: Provide number and total dollar amount of applications by Application Type  Homeless and Homelessness Prevention Programs Number of Applications Total Dollar Amount Requested $  Owner-Occupied Home Repair Number of Applications Total Dollar Amount Requested $  Public and Community Services Number of Applications Total Dollar Amount Requested 1 $ 89,670  Fair Housing Number of Applications Total Dollar Amount Requested $ = GRAND TOTAL Number of Applications Total Dollar Amount Requested 1 $89,670.00 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 6 of 6 Required Attachments to Part A Select all attachments included. Part A, Exhibit 1 – Organization’s U.S. Internal Revenue Service 501(c)(3) Determination of Exemption Letter (Required) Part A, Exhibit 2 – Organization’s Articles of Incorporation (Required) Part A, Exhibit 3 – Bylaws of the Organization (Required) Part A, Exhibit 4 – Statement and Designation by Foreign Corporation (when location of incorporation was outside of California) (Required of Out-of-State Corporations only) Part A, Exhibit 5 – List of Directors and Officers by Corporate Title and Name (Required) Part A, Exhibit 6 – Most Recent Audited Financial Statement (an IRS 990, Return of Organization Exempt from Income Tax, may be submitted in lieu of an audit whenever the organization lacks an audit due it not exceeding California and Federal audit thresholds). Part A, Exhibit 7 – Indirect Cost Rate Agreement with Federal Cognizant Agency (Required if applicant seeks to charge an indirect cost rate greater than 10 percent of modified total direct costs) Part A, Exhibit 8 – Resolution of the Board of the Directors Authorizing the Application and Naming the Persons Authorized to Sign the Application (Required; the Resolution must be submitted to the City by 4:00 PM, Friday, March 18, 2022) Page 1 of 26 PY 2023-2024 CONSOLIDATED NOFA PART B - APPLICATION PUBLIC AND COMMUNITY SERVICES Application Summary The City of Fresno (City) invites eligible organizations to submit applications for Public and Community Services through the Community Development Block Grant (CDBG) Program. The 2020-2024 Consolidated Plan prioritizes the provision of services to low-income and special needs households that develop human capital and improve quality of life. As such, the City is interested in receiving applications for one or more of the following program activities: Activity Potential Funding Child Care Services CDBG Youth Services Medical and Mental Health Services Older Adult Services Personal and Professional Services Economic Development: Micro- Enterprise Assistance • Activity Definitions Child Care Services: Services to benefit children (generally under age 13), including parenting skills classes. Youth Services: Services for young people aged 4 to 19 that include, for example, recreational services, life skills (i.e., student-drive work programs), and cultural arts education opportunities. Counseling programs that target teens may include counseling for the family. Medical and Mental Health Services: improving access to mental health and medical services for low- and moderate-income people including addiction recovery programs. Older Adult Services: Services for older adults aged 60 and over that include, for example, recreational services. Personal and Professional Development: Assistance to increase money management, home maintenance, workforce training, and employment programs. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 2 of 26 Economic Development: Micro-Enterprise Assistance: Financial assistance, technical assistance, or general support services to owners and developers of micro-enterprises. A micro-enterprise is a business with five or fewer employees, including the owner(s). PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 3 of 26 Application Submission Application Deadline January 27, 2023, by 4:00 p.m. Resolutions Authorizing Application Submission Deadline February 13, 2023, by 4:00 p.m. Application Delivery • Please submit an electronic version of your application by: Email HCDD@fresno.gov, or If your file is over 40 MB, email HCDD@fresno.gov to receive a link to upload large files (instructions in the Consolidated NOFA Handbook appendix) Hard copies of applications and authorizing resolutions are not requested or accepted. If assistance is required for digital submission, please reach out to the contact listed below. We will email you within one business day of receipt to confirm application submission – if you do not receive a confirmation, please contact the relevant person. Contact Person • Kimberly Archie, Senior Management Analyst 559-621-8458 Kimberly.Archie@fresno.gov • General Inquiries Housing & Community Development Division | 559-621-8300 | HCDD@fresno.gov PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 4 of 26 Application Overview and Instructions The City of Fresno (City) Housing and Community Development division is accepting proposals from eligible organizations providing Public and Community Services to low- income and special needs households that develop human capital and improve quality of life within the City. Funds to be used for this NOFA are from the U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) Program. A guide to program requirements is attached to the Consolidated NOFA Handbook. Under this Consolidated NOFA, the following Public and Community Services objectives have been prioritized, with Youth Services being the highest priority for funding: • Afterschool enrichment programs for children to include educational and recreational programming and promote social interaction to combat mental health impacts of COVID-19 • Enhanced programming (i.e., life skills, recreational programs, and cultural arts educational opportunities) for children and youth in existing parks and recreation centers • Affordable childcare and daycare options for low- and moderate-income families • Personal and professional development programs like money management, workforce training, and employment programs • Recreation, nutrition, and social services for seniors • Improving medical and mental health care access to include counseling and recovery programs for people with alcohol and/or substance abuse disorders • Transportation services for low- and moderate-income people to attend medical, housing, and aid appointments • A location (preferably at a City park or neighborhood center) to allow people to shower; launder clothes; or obtain groceries, toiletries, clothing, etc. • A location to provide feminine hygiene products, referrals to supportive services, counseling, and dental services • Micro-enterprise assistance PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 5 of 26 Instructions Applications have been designed to support a standardized method of evaluation for eligibility and consideration. Applicants are encouraged to carefully review their applications prior to submission to ensure all questions are complete and narrative attachments are included. Once the application is submitted, additional information will not be accepted. In the event additional clarification is needed, City staff will contact the agency. In most instances, applicants will have 24 hours to provide the additional clarifying information in order to be considered responsive. Prior to completing their applications, applicants should review the 2023-2024 Consolidated NOFA Handbook. The Handbook provides additional information regarding funding priorities, threshold eligibility requirements, applicant support options, and information on the timeline and process for application review and funding. An organization’s completed application includes one Part A (organizational information), and one or more Part B (application) including all relevant exhibits and attachments. • Applicants may provide as attachment a maximum of two, single-page letters of support. Additional pages beyond the maximum will not be reproduced. For this reason, applicants should select the two “best” support letters. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 6 of 26 Evaluation Process Applications will be scored and ranked according to the below criteria. Category Points Qualified / Disqualified: • Does the applicant demonstrate how the proposal aligns with one or more priorities outlined in the City of Fresno 2020- 2024 Consolidated Plan? (If no, the application is disqualified.) • Are the proposed activities eligible under the applicable funding source? (If no in part or full, the application is disqualified in part or full.) • Are the proposed costs eligible under the applicable funding source? (if no in part or full, the application is disqualified in part or full.) • Is the applicant a unit of government or an established corporation chartered and in good standing with the State of California or a 501(c)(3) tax-exempt organization? (if no, the application is disqualified) • Does the applicant have established financial and management systems? (if no, the application is disqualified) • Has the applicant failed to meet any other threshold eligibility requirements in the accompanying 2023-2024 Consolidated NOFA Handbook? (If yes, the application is disqualified.) Qualified or Disqualified Organizational Capacity: • Does the organization have demonstrated success in administering a similar activity? (0 years = 0 points; 1 or more years = 5 points) • Has the organization provided financial statements showing current assets sufficient to cover operating expenses for at least six months? (5 points) • Does this organization have any unresolved monitoring finding? (Up to -10) 10 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 7 of 26 Category Points Quality of the Proposal / Alignment to Community Needs: • Does the application clearly describe a community need and provide evidence that existing resources are insufficient to meet that need? (5 points) • Is the program targeted to specific areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs)? (10 points) • Does the applicant demonstrate a thorough plan of how to reach the target population and how they will affirmatively market the program to the target population? (Up to 15 points) • Does the application clearly describe how it will assist the City in meeting the goals outlined in the Consolidated Plan? (Up to 5 points) ● Does the proposal include activities for youth? (5 points) 40 Impact and Outcome: • Does the proposed activity clearly define the outcome of the activity and how it will impact the priority needs described? (Up to 10 points) • Does the organization describe how their prior activities have resulted in meaningful impact? (Up to 5 points) • Does the proposal demonstrate that the activity will be completed in a timely manner? (Up to 5 points) • Does the organization clearly articulate how the program activities were developed in consultation with the target population? (Up to 10 points) 30 Cost Effectiveness / Leveraging: • Is the proposed budget consistent with the proposed program service(s)? (Up to 5 points) • Will the proposed activity leverage additional funds that would otherwise not be available? (Up to 5 points) 10 Coordination / Collaboration • To what extent does the applicant describe how its activities will be delivered in coordination with other community resources to address the overall needs of its clientele? (Up to 10 points) 10 Total Possible Points 100 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 8 of 26 PY 2023-2024 APPLICATION Public and Community Service Programs NOTE: This application is not for public services to benefit primarily homeless and individuals at risk of homelessness or for Fair Housing programs. If you are a homeless provider, please use the Homeless and Homelessness Prevention Application. If you are an organization applying for Fair Housing Programs, please use the Fair Housing Application. 1. Project Summary Information – please complete the below summary information for the project/program. Project Name (10 words or less): Youth Advocacy and Mentorship Program for Preventing Human Trafficking Amount Requested: $ 89,670.00 To utilize CDBG funds for a public service, the service must be either a new service or a quantifiable increase in the level of an existing service. This project is a: New Project/Program Existing Project/Program Provide a short description of the proposed program/activity. (1 to 3 sentences and must fit in the provided space). Through a combination of 1-on-1 mentorship, education, and group programs, the Justice Coalition's Advocacy and Mentorship Program aims to connect with youth who have greater risk factors for human trafficking and exploitation in order to provide support before they become victims. We are certified providers of three different curriculums, in addition to having created our own tools, training, and resources based on our twelve years of experience fighting trafficking in the Central Valley. Our advocates can equip young people with the tools they need to recognize traffickers and identify resources that keep themselves and their community safe. If this is an existing project/program that has not received CDBG funding from the City previously, please briefly explain how CDBG funds will be used to increase the level of service. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 9 of 26 In the past two years, we have served 35 youth with 1-on-1 mentorship, but have only had the capacity to run 2 group programs, serving 19 youth. These funds would allow us to fund the staff necessary to run multiple group programs, increase our outreach to schools, group homes, and other non-profits, and continue to support at- risk youth in both small group and individual contexts. Instead of one group a year, we could run 2 groups a month, greatly increasing the number of kids we are able to reach. 2. Organizational Capacity a. Briefly describe how your organization’s prior activities have resulted in meaningful impact: Since 2014, Central Valley Justice Coalition has educated over 33,000 individuals, including 3,086 youth. Last year, our group program resulted in 3 new disclosures of abuse or trafficking situations and 1 additional referral to support. Through 1-on-1 mentorship, we have been able to see youth stay in long-term placement without running away for the first time in years, helped youth obtain IDs and jobs necessary to help them rise up out of challenging situations, helped a youth enroll in school following incarceration, advocated for youth in school and court settings, and been able to maintain contact with multiple youth who ran away from the placement, allowing us to provide harm reduction support they would otherwise not receive. As we serve youth, we are often able to support families as well, providing parenting training, technology education, and basic necessities like toiletries and school supplies, especially to families with housing insecurity. b. Describe the organization’s experience with administering federally funded programs of this nature. Central Valley Justice Coalition has not received federal funding for any of our work in the past twelve years. c. For how many years has the organization administered activities of the type described in this application? PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 10 of 26 8 d. Does the organization have the following in place (check box if ‘yes’)? Written policies and procedures for the proposed project or program (i.e., intake, eligibility) Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 11 of 26 3. Proposed Scope of Work a. Briefly describe the needs this proposal addresses, and how existing resources are insufficient to meet this need: According to the National Human Trafficking Hotline, 17,217 minors were identified as victims or survivors of trafficking between 2007 and 2019. The Child Welfare Indicators Project estimates that 14,892 youth have been identified for suspected trafficking and exploitation by child welfare since 2014. The Fresno Police Department has stated they have identified trafficking at every high school campus and almost every junior high campus in Fresno. The Department of Social Services, law enforcement, and probation provide services after exploitation has occurred, but not before. The Justice Coalition has been the leader in Fresno in preventative education, though we have received no state or federal funding. No other non-profit organization has done more training for youth and schools than we have, and yet last year we faced budget and staffing cuts when private donations, our primary source of financial support, dipped. We desire to grow our prevention program but need the additional funds to effectively serve youth who have life experiences such as abuse, neglect, exposure to drugs, chaotic family situations, and gang activity that make them particularly vulnerable. b. Briefly describe the target population and how the project will meet the specific needs of the target population and how the project will be marketed to the target population. Since 2019, the Justice Coalition has been an active partner with Unity Court, a specialized court for youth who are identified as either at-risk-of or victims of human trafficking who find themselves involved in either the dependency or delinquency systems. The Coalition will offer 1-on-1 support to youth from Unity Court, probation, and Department of Social Services referrals. Through our program, they will receive trafficking and exploitation education, helping them recognize their own vulnerabilities and practice harm reduction strategies. They will learn about resources available in our community, and receive help achieving their goals. As trained facilitators of My Life, My Choice, Not a Number, and the Cool Aunt Series, the Justice Coalition has the ability to teach groups of vulnerable youth, helping them understand online safety, healthy relationships, and signs of trafficking. This funding would allow us to run groups throughout the year in schools, youth groups, community groups, and partner organizations. This program will be marketed to our partners, group homes, foster agencies, and schools. Peachjar allows us to share this program directly with families, along with PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 12 of 26 social media and our website. Our church partners provide community connections to help host classes and share information about our programs. c. Describe consultation efforts made with the target population in the development of the proposed activity. Our youth advocacy program was developed in partnership with a survivor of human trafficking, Arien Pauls Garcia, who also ran the program for over a year. We have been teaching classes in partnership with Department of Social Services, Fresno Unified School District, Central Unified School District, Unity Court, and more. We have curriculum that is both survivor written and survivor informed. City Without Orphans continues to educate us about issues related to foster and adoptive youth. d. Describe the marketing plan for the proposed activity and how the organization will ensure it reaches the target population. With over a decade of experience fighting trafficking in the Central Valley, the Central Valley Justice Coalition has built strong partnerships with others doing work in impacted communities. We have long-standing relationships with DSS, Unity Court, City Without Orphans, Breaking the Chains, Marjaree Mason Center, Youth for Christ, Every Neighborhood Partnership, and more. Our education classes have been well-attended both in-person and online by health care providers, educators, pastors, and community members. Our reputation in the community has made us trusted facilitators and educators, known for our trauma-informed approach. Other organizations and school districts recognize our work and continue to refer people to us. Our youth advocate will make direct contact with partner agencies, group homes, and schools to let them know how to make referrals to our organization. We will advertise classes and mentorship opportunities on our Facebook and Instagram pages, as well as on our website, justiceco.org. We will put our flyers in Peachjar so that all Fresno Unified families can be made aware of our services. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 13 of 26 e. The City’s Analysis of Impediments to Fair Housing Choice recommends that the City prioritize investments in areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs – see NOFA Handbook). Will this program be: Offered Citywide Offered Citywide with an emphasis and affirmative marketing toward RECAPs Offered exclusively to residents of RECAPs PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 14 of 26 f. Describe the service area: Note: Strong applications will include specifically defined services areas such as ‘residents within ½ mile radius of [facility address]’ or ‘residents within the boundaries defined on the attached map.’ Our services will be available throughout Fresno City, with specific marketing to group homes, foster agencies, probation, unity court, domestic violence and homeless shelters, and the department of social services. Youth already involved in any of these services are at increased risk of exploitation and in need of education and support. Individuals receiving such services are disproportionately from racial and ethnic minority groups, and many are low or moderate income. Service area map attached as exhibit g. Estimate the number of unduplicated persons expected to benefit from the project: 120 unduplicated persons will receive a direct benefit from this project. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 15 of 26 h. Income Documentation CDBG-eligible programs primarily benefit persons who earn less than 80% of the area median income. A chart containing the income limits effective as of July 1, 2022, is included as a reference below. Applicants must select one of the three options for documenting how their activity will satisfy the income eligibility requirement. Please note, these income limits are subject to change. For the most current income limits please reference the link below: https://www.hudexchange.info/resource/5334/cdbg-income-limits/ Household Size 30% AMI 50% AMI 80% AMI 1 16,350 27,300 43,650 2 18,700 31,200 49,850 3 21,050 35,100 56,100 4 23,350 38,950 62,300 5 25,250 42,100 67,300 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 16 of 26 OPTION 1: Low-Income Clientele – Presumed Benefit Select this option only if the program will exclusively serve one of the following clienteles (select all that apply) Older Adults (62 and older) Severely Disabled Adults Abused Children Illiterate Adults Migrant Farm Workers OPTION 2: Low-Income Clientele – Other Select this option if the program will serve a specific clientele not listed under the first option. The organization must document income eligibility for each program participant. Indicate below the types of documentation the organization will collect to verify income eligibility (select all that apply): Pay Stubs / Wage Statements W-2s Income Tax Returns Social Security Documentation Bank Statements Signed Certifications from Beneficiaries Other: Other: Other: OPTION 3: Low-Income Area Select this option if the program will benefit all residents within the defined service area described in 3.d. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 17 of 26 i. Detailed Narrative Description of Project/Program Describe the project/program in detail in the space below. Limit description to the space provided on this and the next page. In 2022, the Central Valley Human Trafficking Data Project identified 432 victims of human trafficking. Of those, 15.5% said the person who recruited them into trafficking was someone with whom they had a close relationship, a romantic partner, family member, or a friend. 6.4% of victims had a parent or sibling who had also been trafficked. Though data is challenging to obtain when working in this field, over a decade of experience and data from our partners locally and nationally, we are able to better identify factors that put individuals at greater risk of becoming trafficking victims. As our partners at Love146 say, "Sex trafficking is rarely the first thing to go wrong in a child's life." Their data and our experience shows that involvement in social services, prior sexual abuse, familial trafficking, having a family member who abuses substances or is incarcerated, exposure to gangs, and abuse and neglect are all factors that increase the vulnerability of a youth to trafficking and exploitation. The good news is that we can intervene! Through our programs, My Life, My Choice, Not a Number, and the Cool Aunt Series, as well as our Red Flags and Fine Lines, Technology and Trafficking, and Commercial Sexual Abuse of Children presentations, we have the tools to educate and equip youth with known vulnerabilities, reducing the risk that they will be exploited. For every 100 youth educated through Not a Number, 5-10 disclose serious safety issues to class facilitators, enabling us to connect them to resources and provide a safety net. The Central Valley Justice Coalition has been a leader in trafficking prevention and education here in the Valley since 2010. We provide many services to many different sectors of our community. The project we are seeking funding for here is our Youth Advocacy and Mentorship Project. This program grew out of our experience with Unity Court and other partner organizations. We recognized a gap in services in our community for youth who displayed risk factors but had not been trafficked. Too often the funding for programs was directed to survivors of trafficking, not to those at-risk, meaning that even though we had the tools to equip them to avoid the worst situations, youth often were not given help or resources until they had already experienced horrifying violations. Our Youth Advocacy and Mentorship Program, developed in 2021 with help from lived experience expert Arien Pauls Garcia, allows us to meet with vulnerable youth before they are exploited, help them identify their own vulnerabilities, set goals, build a community of support, learn about resources in our community, and help youth avoid trafficking situations and practice harm reduction. We believe that the best story is the one you never hear. It is the goal of the Central Valley Justice Coalition to keep young people out of the hands of those who mean them harm. Youth can be referred to our advocates through any number of avenues. We have an online form that can be accessed by anyone in the community, including parents and teachers who see signs of risky behavior. Most often, our referrals have come PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 18 of 26 through our partners at the Department of Social Services, Breaking the Chains, foster organizations, and Unity Court. Once a referral is received, an advocate reaches out to the youth directly and to their parent or guardian if appropriate. The advocate explains that their role is to help the young person identify goals, provide support and resources to reach those goals, and provide education around risks and vulnerabilities, enabling the youth to make the most educated decisions about their own life. Participation in the program is voluntary, and so the youth and advocate must agree to their terms, including how often they will meet. Intake forms are filled out, collecting necessary data such as income level, family situation, age, and contact information. Each program is very individualized, based on the minor's needs and goals, yet each includes education about trafficking and exploitation through our own training or through curriculum that we are licensed to use. Group classes are also available through the Justice Coalition, and have been provided to other non-profit organizations working with at-risk youth, to church youth groups, group homes, school campuses, and the juvenile justice campus. To date, we have educated over 3,000 youth about the dangers of online exploitation and both sex and labor trafficking. We have heard from young people about the decisions they would have made but did not because of our training. We know that this education has kept young people from the hands of those who would seek to exploit them, and we are so proud to walk with them as we also educate and equip the adults entrusted with their care. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 19 of 26 Detailed Narrative Description of Project/Program (Continued from previous page) PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 20 of 26 j. Collaboration Briefly describe any collaboration efforts with other organizations for this project/program or related initiatives. Collaborating Organization Description of Collaboration Department of Social Services DSS refers high risk youth to our mentorship program. They also help make group homes aware of training options and support that we offer. Unity Court Youth who have been trafficked or have a high vulnerability to exploitation have the option to participate in Unity Court. Until December of 2022, when our funding no longer allowed a full-time advocate, all youth in need of preventative services were referred to the Justice Coalition. Once we have the staff to meet the need, we anticipate referrals will resume. Fresno County Probation We partner with Probation to support youth who receive our services and are under their care. Breaking the Chains Breaking the Chains serves youth and adults who have been victims of trafficking. They send their staff and volunteers to our training before they can begin working with clients. They also refer pre-victims to our services, and we send identified victims to them. EOC/ Central Valley Against Human Trafficking We have worked with CVAHT in many capacities since at least 2010. We have participated in trainings together, work together to improve case management, participated in a data project together, and build partnerships with other organizations through our connection to EOC. City Without Orphans We have been invited to present at several City Without Orphans events for foster and adoptive families. Together with Breaking the Chains, we will soon have a youth center at City Center where we can all serve youth clients who often overlap. The Justice Coalition and City Without Orphans served on a foster oversight committee with the Department of Social Services. We continue to work together to equip the various families, churches, and PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 21 of 26 organizations seeking to support foster and adoptive youth and their famlies. Marjaree Mason Center The Justice Coalition's Student-Based program, Students Ending Exploitation, has partnered with MMC's Know More Program to cross train youth in dating violence and sexual exploitation. MMC works with youth who are at increased risk for trafficking and can be referred to our mentoring services. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 22 of 26 4. Project/Program Budget a. The City is interested in applicants that can deploy activities in a timely manner (12 months) while balancing the need to maintain high standards of program delivery. Please propose how you will address this need. Our programs are already established and known within the community. Once we have the necessary personnel, we will be able to increase our impact almost immediately. Central Valley Justice Coalition has the experience and the tools necessary, we simply need the funding to increase our reach and train new team members. We have a referral form already in use, flyers already being distributed, and referrals being made to our current part-time youth advocate. We have licenses for three different curriculums and a website with resources and links to referral forms. We have an established relationship with Unity Court, the Juvenile Justice Campus, Probation, and partner organizations, all of whom have referred clients to us in recent years. b. List of Funding Sources Provide all planned funding anticipated/ committed for this activity for PY 2023- 2024. If the organization has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date Private Donations 25,000 ongoing Mennonite Central Committe Mass Incarceration Centennial Grant 2,850 commited PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 23 of 26 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 24 of 26 c. Activity Budget Summary and Narrative Please complete Exhibit A – Operating Budget Summary. The above referenced Budget worksheet is available at www.fresno.gov/housing under the ‘Notices of Funding Available’ tab. An Exhibit B – Budget Narrative must also be completed to provide a brief explanation of the expenses included in the budget. Please note the following costs are not allowable for CDBG: bad debts; contingencies; contributions and donations; entertainment costs (including meals for social events and awards/graduation banquets); gifts or incentive awards to individuals; fines and penalties resulting from violations of or non-compliance with Federal, State, and Local laws; interest on borrowed capital; fundraising; investment management. d. Prior-Year Financial Statement Please attach a financial statement labeled as Exhibit B for the proposed program for the last full operating year. Failure to provide the financial statement will result in disqualification. Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY EXHIBIT B – BUDGET NARRATIVE EXHIBIT C – PRIOR-YEAR AUDITED FINANCIAL STATEMENT INCLUDING STATEMENT OF ACTIVITIES, STATEMENT OF FINANCIAL POSITION AND STATEMENT OF CASH FLOWS (REQUIRED WHEN TOTAL FEDERAL GRANT AWARDS EQUALED OR EXCEEDED $750,000 DURING THE ANNUAL AUDIT PERIOD); OR EXHIBIT D – PRIOR-YEAR UNAUDITED FINANCIAL STATEMENT WHEN TOTAL FEDERAL GRANT AWARDS FOR THE ANNUAL AUDIT PERIOD WAS LESS THAN $750,000 Optional Additional Exhibits: EXHIBIT – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT – SERVICE AREA MAP (REQUIRED IF NOT DESCRIBED IN 3.d.) PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 25 of 26 Exhibit A: Operating Project Budget Summary (or submit via Excel) Budgeted Position (Personnel) or Category (Operations) City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position; add additional rows as needed) Direct Service Personnel (enter position titles): Youth Program Director 46,080 8,000 54,080 Youth Advocate 20,800 22,080 Administrative Personnel (enter position titles): Independent Contractors / Consultants (enter position titles): TOTAL PERSONNEL BUDGET $ $ $76,160 $ $ $ $ $ $ Other Direct Costs (Include only costs that are direct; indirect costs are covered under the Indirect Cost Rate) Rent 8160 Travel 2400 Training/ Certification 2750 TOTAL OTHER DIRECT COSTS $13,510 $ $ $ $ $ $ INDIRECT COSTS (Select 1 indirect rate Only) Approved Indirect Cost Rate De minimus 10 % Rate TOTAL INDIRECT COST BUDGET $ $ $ $ $ $ $ TOTAL PROJECT BUDGET $ $ $89,670 $ $ $ $ $ $ *An approved indirect cost rate must be applied to the base identified in the agreement with the federal cognizant agency. Per 2 CFR 200.414, any non-federal entity that does not have a current negotiated rate may elect to charge a de minimis rate of 10% of Modified Total Direct Costs (defined in 2 CFR 200.68). PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 26 of 26 Exhibit B: Budget Narrative Please provide a brief narrative describing the expenses included in each category of the budget summary. The largest expenses in our program are for staff. The Youth Program Director position will be a full-time position. This person will be responsible for overseeing group programs, maintaining client records for all youth advocates, and will have a small case load when necessary, providing further 1-on-1 support. This position is essential for reaching out to partner organizations, schools, and agencies to assess their need for support and inform them of our available programs. A full-time staff position will allow us to run 2 groups a month, utilizing our licensed curriculum, and educating far more youth during the year. With even small group sizes, we anticipate being able to educate an additional 100 youth through one-time and multi-week classes. The Youth Advocate will be a part-time position, working 20-hours a week. We currently have funding for only one part-time advocate, which has not allowed us the time necessary to support Unity Court clients at the capacity we would like to. Adding another part-time advocate means we can support both individual referrals and youth who come to us through the Fresno Unity Court. Two part-time advocates will enable us to support 12-15 clients at a time. $8160 covers the rent for our office, which is located close to many of the services youth in care are already receiving. We need a space to meet with clients in office, a space where parents and caretakers can also feel comfortable, but where youth can meet confidentially with their advocate. $2400 provides $100/ month for travel expenses for both the Program Director and the Advocate. These roles require quite a bit of driving between school sites, homes, and more. This also allows our staff to meet clients in places that feel safe and convenient in the event that our office is not accessible. Many of our youth prefer to meet in Starbucks or take a trip to the zoo together. This is a good opportunity for conversation and connection, and requires mileage reimbursement. Both of our new staff members will need to be trained in our Not A Number curriculum through Love146. That training occurs throughout the year in multiple locations, but none are in Fresno. This means we will need the $750/ person to cover the training and licensing as well as the funding for travel, hotel, and food. ARTICLES OF INCORPORATION Central Valley Justice Coalition Article 1 Corporate Name The name of the corporation is Central Valley Justice Coalition. Article 2 Corporate Purpose a. This corporation is a non-profit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes. b. The specific purpose of this corporation is to partner with the church and community to prevent human trafficking. Article 3 Service of Process The name and address in the State of California of this corporation's initial agent for service of process is: Ryan Townsend 9262 N Winery Ave, Fresno, CA 93720 Article 4 Corporate Address The initial address of the corporation is: Central Valley Justice Coalition 764 P St. #020, Fresno, CA 93721 Article 5 Additional Statements: a. This corporation is organized and operated exclusively for the purposes set forth in Article 2a hereof within the meaning of Internal Revenue Code section 501(c)(3). b. No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. c. The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever insure to the benefit of any director, officer or member thereof or to the benefit of any private person. d. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, educational and/or religious purposes and which has established its tax exempt status under Internal Revenue Code Section 501(c)(3). Ryan Townsend 09/23/2021 ______________________________ _____________________________ _______________ Signature of Incorporator Printed Name of Incorporator Date 2021 Exempt Org. Return prepared for: Central Valley Justice Coalition 764 P St. Suite 020 Fresno, CA 93721 TAYLOR & COMPANY AN ACCOUNTANCY CORPORATION 2136 E Powers Ave Fresno, CA 93720 November 14, 2022 Central Valley Justice Coalition 764 P St. Suite 020 Fresno, CA 93721 Dear Christa Wiens: Your 2021 Federal Return of Organization Exempt from Income Tax will be electronically filed with the Internal Revenue Service upon receipt of a signed Form 8879-TE - IRS e-file Signature Authorization. No tax is payable with the filing of this return. Your 2021 California Exempt Organization Annual Information Return will be electronically filed with the State of California upon receipt of a signed Form 8453-EO. No tax is payable with the filing of this return. Please be sure to call us if you have any questions. Sincerely, Brent A. Taylor, CPA Taylor & Company, An Accountancy Corporation 2021 2020 DIFF REVENUE CONTRIBUTIONS AND GRANTS . . . . . . . . . . . . . . . . . . . . . . . . 211,516 202,041 9,475 PROGRAM SERVICE REVENUE. . . . . . . . . . . . . . . . . . . . . . . . . . 7,113 8,874 -1,761 OTHER REVENUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211 0 211 TOTAL REVENUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218,840 210,915 7,925 EXPENSES SALARIES, OTHER COMPEN., EMP. BENEFITS. . . 178,504 157,538 20,966 PROFESSIONAL FUNDRAISING EXPENSES. . . . . . . . . . . 0 549 -549 OTHER EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,740 49,051 35,689 TOTAL EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 263,244 207,138 56,106 NET ASSETS OR FUND BALANCES REVENUE LESS EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -44,404 3,777 -48,181 TOTAL ASSETS AT END OF YEAR. . . . . . . . . . . . . . . . . . . . 62,089 133,823 -71,734 TOTAL LIABILITIES AT END OF YEAR . . . . . . . . . . . . 0 32,330 -32,330 NET ASSETS/FUND BALANCES AT END OF YEAR. . 62,089 101,493 -39,404 2021 FEDERAL EXEMPT ORGANIZATION TAX SUMMARY PAGE 1 CENTRAL VALLEY JUSTICE COALITION 81-0761794 2021 2020 DIFF RECEIPTS AND REVENUES GROSS SALES OR RECEIPTS. . . . . . . . . . . . . . . . . . . . . . . . . . 7,324 8,874 -1,550 GROSS CONTRIBUTIONS, GIFTS, & GRANTS. . . . . . 211,516 202,041 9,475 TOTAL GROSS RECEIPTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218,840 210,915 7,925 TOTAL COSTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 TOTAL GROSS INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218,840 210,915 7,925 EXPENSES TOTAL EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 263,244 207,138 56,106 EXCESS RECEIPTS OVER EXPENSES. . . . . . . . . . . . . . . . . -44,404 3,777 -48,181 FILING FEE FILING FEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 BALANCE DUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 2021 CALIFORNIA 199 TAX SUMMARY PAGE 1 CENTRAL VALLEY JUSTICE COALITION 81-0761794 FORMS NEEDED FOR THIS RETURN FEDERAL: 990, SCH A, SCH B, SCH O, 8868 CALIFORNIA: 199, SCH B, 8453-EO, E-FILE INSTRUCTIONS 2021 GENERAL INFORMATION PAGE 1 CENTRAL VALLEY JUSTICE COALITION 81-0761794 CARRYOVERS TO 2022 NONE OMB No. 1545-0047IRS e-file Signature AuthorizationForm8879-TE for a Tax Exempt Entity For calendar year 2021, or fiscal year beginning , 2021, and ending , 20 2021G Do not send to the IRS. Keep for your records.Department of the Treasury Internal Revenue Service G Go to www.irs.gov/Form8879TE for the latest information. Name of filer EIN or SSN Name and title of officer or person subject to tax Part I Type of Return and Return Information Check the box for the return for which you are using this Form 8879-TE and enter the applicable amount, if any, from the return. Form 8038-CP and Form 5330 filers may enter dollars and cents. For all other forms, enter whole dollars only. If you check the box on line 1a, 2a, 3a, 4a, 5a, 6a, 7a, 8a, 9a, or 10a below, and the amount on that line for the return being filed with this form was blank, then leave line 1b, 2b, 3b, 4b, 5b, 6b, 7b, 8b, 9b, or 10b, whichever is applicable, blank (do not enter -0-). But, if you entered -0- on the return, then enter -0- on the applicable line below. Do not complete more than one line in Part I. 1a b Total revenue, if any (Form 990, Part VIII, column (A), line 12). . . . . . . . . . . . 1bForm 990 check here. . . . . . G 2a b Total revenue, if any (Form 990-EZ, line 9). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2bForm 990-EZ check here . . G 3a b Total tax (Form 1120-POL, line 22). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3bForm 1120-POL check hereG 4a b Tax based on investment income (Form 990-PF, Part V, line 5). . . . . . . . . . . 4bForm 990-PF check here . . G 5a b Balance due (Form 8868, line 3c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5bForm 8868 check here. . . . . G 6a b Total tax (Form 990-T, Part III, line 4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6bForm 990-T check here. . . . G 7a b Total tax (Form 4720, Part III, line 1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7bForm 4720 check here. . . . . G 8a b FMV of assets at end of tax year (Form 5227, Item D). . . . . . . . . . . . . . . . . . . . . 8bForm 5227 check here. . . . . G b Tax due (Form 5330, Part II, line 19). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9b9aForm 5330 check here. . . . . G 10a b Amount of credit payment requested (Form 8038-CP, Part III, line 22). . . . 10bForm 8038-CP check here. G Part II Declaration and Signature Authorization of Officer or Person Subject to Tax I am a person subject to tax with respect toUnder penalties of perjury, I declare that I am an officer of the above entity or (name of entity), (EIN) and that I have examined a copy of the 2021 electronic return and accompanying schedules and statements, and, to the best of my knowledge and belief, they are true, correct, and complete. I further declare that the amount in Part I above is the amount shown on the copy of the electronic return. I consent to allow my intermediate service provider, transmitter, or electronic return originator (ERO) to send the return to the IRS and to receive from the IRS (a) an acknowledgement of receipt or reason for rejection of the transmission, (b) the reason for any delay in processing the return or refund, and (c) the date of any refund. If applicable, I authorize the U.S. Treasury and its designated Financial Agent to initiate an electronic funds withdrawal (direct debit) entry to the financial institution account indicated in the tax preparation software for payment of the federal taxes owed on this return, and the financial institution to debit the entry to this account. To revoke a payment, I must contact the U.S. Treasury Financial Agent at 1-888-353-4537 no later than 2 business days prior to the payment (settlement) date. I also authorize the financial institutions involved in the processing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related to the payment. I have selected a personal identification number (PIN) as my signature for the electronic return and, if applicable, the consent to electronic funds withdrawal. PIN: check one box only as my signatureI authorize to enter my PIN ERO firm name Enter five numbers, but do not enter all zeros on the tax year 2021 electronically filed return. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I also authorize the aforementioned ERO to enter my PIN on the return's disclosure consent screen. As an officer or person subject to tax with respect to the entity, I will enter my PIN as my signature on the tax year 2021 electronically filed return. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I will enter my PIN on the return's disclosure consent screen. DateSignature of officer or person subject to tax GG Part III Certification and Authentication ERO's EFIN/PIN. Enter your six-digit electronic filing identification number (EFIN) followed by your five-digit self-selected PIN. Do not enter all zeros I certify that the above numeric entry is my PIN, which is my signature on the 2021 electronically filed return indicated above. I confirm that I am submitting this return in accordance with the requirements of Pub. 4163,Modernized e-File (MeF) Information for Authorized IRS e-file Providers for Business Returns. ERO's signature DateG G ERO Must Retain This Form 'See Instructions Do Not Submit This Form to the IRS Unless Requested To Do So TEEA8800L 11/29/21BAA For Privacy and Paperwork Reduction Act Notice, see instructions.Form 8879-TE (2021) CENTRAL VALLEY JUSTICE COALITION 81-0761794 IVY HUFF PRESIDENT 218,840.X X 00052XTAYLOR & COMPANY, AN ACCOUNTANCY CORPOR 77936192392 BRENT A. TAYLOR Application for Automatic Extension of Time To File anForm 8868 Exempt Organization Return OMB No. 1545-0047(Rev. January 2022)GFile a separate application for each return.Department of the Treasury GGo to www.irs.gov/Form8868 for the latest information.Internal Revenue Service Electronic filing (e-file).You can electronically file Form 8868 to request a 6-month automatic extension of time to file any of the forms listed below with the exception of Form 8870, Information Return for Transfers Associated With Certain Personal Benefit Contracts, for which an extension request must be sent to the IRS in paper format (see instructions). For more details on the electronic filing of this form, visit www.irs.gov/e-file-providers/e-file-for-charities-and-non-profits. Automatic 6-Month Extension of Time. Only submit original (no copies needed). All corporations required to file an income tax return other than Form 990-T (including 1120-C filers), partnerships, REMICs, and trusts must use Form 7004 to request an extension of time to file income tax returns. Name of exempt organization or other filer, see instructions.Taxpayer identification number (TIN) Type or print Number, street, and room or suite number. If a P.O. box, see instructions.File by the due date for filing your City, town or post office, state, and ZIP code. For a foreign address, see instructions.return. See instructions. Enter the Return Code for the return that this application is for (file a separate application for each return). . . . . . . . . . . . . . . . . . . . . . . . . . . Application Return Application Return Is For Code Is For Code Form 990 or Form 990-EZ 01 Form 1041-A 08 Form 4720 (individual)03 Form 4720 (other than individual)09 Form 990-PF 04 Form 5227 10 Form 990-T (section 401(a) or 408(a) trust)05 Form 6069 11 Form 990-T (trust other than above)06 Form 8870 12 Form 990-T (corporation)07 The books are in the care of G? Telephone No. G Fax No. G GIf the organization does not have an office or place of business in the United States, check this box . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ? If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN). If this is for the whole group,? G Gcheck this box. . . . . . . If it is for part of the group, check this box. . . . and attach a list with the names and TINs of all members the extension is for. I request an automatic 6-month extension of time until1 , 20 , to file the exempt organization return for the organization named above. The extension is for the organization's return for: calendar year 20 orG tax year beginning , 20 , and ending , 20 .G If the tax year entered in line 1 is for less than 12 months, check reason:Initial return Final return2 Change in accounting period 3a If this application is for Forms 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any 3anonrefundable credits. See instructions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ b If this application is for Forms 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimated 3btax payments made. Include any prior year overpayment allowed as a credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ c Balance due. Subtract line 3b from line 3a. Include your payment with this form, if required, by using 3cEFTPS (Electronic Federal Tax Payment System). See instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Caution:If you are going to make an electronic funds withdrawal (direct debit) with this Form 8868, see Form 8453-TE and Form 8879-TE for payment instructions. BAA For Privacy Act and Paperwork Reduction Act Notice, see instructions.Form 8868 (Rev. 1-2022) FIFZ0501L 10/28/21 CENTRAL VALLEY JUSTICE COALITION 81-0761794 764 P ST. #020 FRESNO, CA 93721 01 ALEX ACREE (559) 284-0594 11/15 22 X 21 0. 0. 0. OMB No. 1545-0047 Form 990 Return of Organization Exempt From Income Tax 2021 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Open to PublicG Do not enter social security numbers on this form as it may be made public.Department of the Treasury InspectionInternal Revenue Service G Go to www.irs.gov/Form990 for instructions and the latest information. A For the 2021 calendar year, or tax year beginning , 2021, and ending , 20 Employer identification numberCDCheck if applicable:B Address change Telephone numberEName change Initial return Final return/terminated $Amended return Gross receiptsG Is this a group return for subordinates?H(a)Name and address of principal officer:FApplication pending Yes No H(b)Are all subordinates included?Yes No If "No," attach a list. See instructions. H( )Tax-exempt status:501(c)(3)501(c)(insert no.)4947(a)(1) or 527I Group exemption numberJWebsite: G H(c)G GForm of organization:Corporation Trust Association Other Year of formation:State of legal domicile:K L M Part I Summary Briefly describe the organization's mission or most significant activities:1 if the organization discontinued its operations or disposed of more than 25% of its net assets.Check this box G2 Number of voting members of the governing body (Part VI, line 1a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3 Number of independent voting members of the governing body (Part VI, line 1b). . . . . . . . . . . . . . . . . . . . . . . 4 4 Total number of individuals employed in calendar year 2021 (Part V, line 2a). . . . . . . . . . . . . . . . . . . . . . . . . . 5 5 Total number of volunteers (estimate if necessary). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6 Total unrelated business revenue from Part VIII, column (C), line 12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7a 7a Net unrelated business taxable income from Form 990-T, Part I, line 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 7b Prior Year Current Year Contributions and grants (Part VIII, line 1h). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Program service revenue (Part VIII, line 2g). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Investment income (Part VIII, column (A), lines 3, 4, and 7d). . . . . . . . . . . . . . . . . . . . . . . . . 10 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e). . . . . . . . . . . . . . . . 11 Total revenue ' add lines 8 through 11 (must equal Part VIII, column (A), line 12). . . . . 12 Grants and similar amounts paid (Part IX, column (A), lines 1-3). . . . . . . . . . . . . . . . . . . . . . 13 Benefits paid to or for members (Part IX, column (A), line 4). . . . . . . . . . . . . . . . . . . . . . . . . . 14 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10). . . . . . 15 Professional fundraising fees (Part IX, column (A), line 11e). . . . . . . . . . . . . . . . . . . . . . . . . . 16 a Total fundraising expenses (Part IX, column (D), line 25) Gb Other expenses (Part IX, column (A), lines 11a-11d, 11f-24e). . . . . . . . . . . . . . . . . . . . . . . . . 17 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25). . . . . . . . . . . . . 18 Revenue less expenses. Subtract line 18 from line 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 End of YearBeginning of Current Year Total assets (Part X, line 16). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Total liabilities (Part X, line 26). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Net assets or fund balances. Subtract line 21 from line 20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Part II Signature Block Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge. A Signature of officer DateSign Here A Type or print name and title Print/Type preparer's name Preparer's signature Date PTINCheckif self-employedPaid GFirm's namePreparer GUse Only Firm's EIN GFirm's address Phone no. May the IRS discuss this return with the preparer shown above? See instructions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No TEEA0101L 09/22/21BAA For Paperwork Reduction Act Notice, see the separate instructions.Form 990 (2021) CENTRAL VALLEY JUSTICE COALITION 764 P ST. #020 FRESNO, CA 93721 81-0761794 (559) 227-8001 X WWW.JUSTICECO.ORG 62,089.106,493. 0.27,330. 62,089.133,823. -44,404.3,777. 263,244.207,138. 84,740.49,051. 6,804. 549. 178,504.157,538. 218,840.210,915. 211. 7,113.8,874. 211,516.202,041. 0. 0. 50 6 5 5 CA2016X 218,840. PRESIDENTIVY HUFF X X TO PARTNER WITH THE CHURCH AND COMMUNITY TO PREVENT HUMAN TRAFFICKING. BRENT A. TAYLOR P00812732 TAYLOR & COMPANY, AN ACCOUNTANCY CORPORATION 4556024252136 E POWERS AVE 559-940-4576FRESNO, CA 93720 SAME AS C ABOVE RYAN TOWNSEND BRENT A. TAYLOR Form 990 (2021)Page 2 Part III Statement of Program Service Accomplishments Check if Schedule O contains a response or note to any line in this Part III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Briefly describe the organization's mission:1 Did the organization undertake any significant program services during the year which were not listed on the prior2 Form 990 or 990-EZ?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No If "Yes," describe these new services on Schedule O. Did the organization cease conducting, or make significant changes in how it conducts, any program services?. . . . 3 Yes No If "Yes," describe these changes on Schedule O. 4 Describe the organization's program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported. $$$(Code:) (Expenses including grants of ) (Revenue )4a $$$(Code:) (Expenses including grants of ) (Revenue )4b $$$(Code:) (Expenses including grants of ) (Revenue )4c Other program services (Describe on Schedule O.)4d $$$(Expenses including grants of ) (Revenue ) 4e Total program service expenses G Form 990 (2021)TEEA0102L 09/22/21BAA 165,584. 165,584.7,113. X X 81-0761794CENTRAL VALLEY JUSTICE COALITION TO PARTNER WITH THE CHURCH AND COMMUNITY TO PREVENT HUMAN TRAFFICKING. EDUCATION AND PREVENTION OF HUMAN TRAFFICKING IN THE CENTRAL VALLEY OF CALIFORNIA. Form 990 (2021)Page 3 Part IV Checklist of Required Schedules Yes No Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If 'Yes,' complete1 Schedule A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Is the organization required to complete Schedule B, Schedule of Contributors? See instructions. . . . . . . . . . . . . . . . . . . . . . . 2 2 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates3 for public office? If 'Yes,' complete Schedule C, Part I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4 Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year?If 'Yes,' complete Schedule C, Part II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues,5 assessments, or similar amounts as defined in Revenue Procedure 98-19? If 'Yes,' complete Schedule C, Part III. . . . . . . 5 Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right6 to provide advice on the distribution or investment of amounts in such funds or accounts? If 'Yes,' complete Schedule D, Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Did the organization receive or hold a conservation easement, including easements to preserve open space, the7 environment, historic land areas, or historic structures? If 'Yes,' complete Schedule D, Part II. . . . . . . . . . . . . . . . . . . . . . . . . . 7 Did the organization maintain collections of works of art, historical treasures, or other similar assets?If 'Yes,'8 complete Schedule D, Part III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Did the organization report an amount in Part X, line 21, for escrow or custodial account liability, serve as a custodian9 for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If 'Yes,' complete Schedule D, Part IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Did the organization, directly or through a related organization, hold assets in donor-restricted endowments10 or in quasi endowments? If 'Yes,' complete Schedule D, Part V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 If the organization's answer to any of the following questions is 'Yes', then complete Schedule D, Parts VI, VII, VIII, IX,11 or X, as applicable. Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If 'Yes,' complete Schedulea D, Part VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 a Did the organization report an amount for investments 'other securities in Part X, line 12, that is 5% or more of its totalb assets reported in Part X, line 16? If 'Yes,' complete Schedule D, Part VII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 b Did the organization report an amount for investments ' program related in Part X, line 13, that is 5% or more of its totalc assets reported in Part X, line 16? If 'Yes,' complete Schedule D, Part VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 c Did the organization report an amount for other assets in Part X, line 15, that is 5% or more of its total assets reportedd in Part X, line 16? If 'Yes,' complete Schedule D, Part IX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 d Did the organization report an amount for other liabilities in Part X, line 25?If 'Yes,' complete Schedule D, Part X . . . . . . e 11 e Did the organization's separate or consolidated financial statements for the tax year include a footnote that addressesf the organization's liability for uncertain tax positions under FIN 48 (ASC 740)? If 'Yes,' complete Schedule D, Part X. . . . 11 f Did the organization obtain separate, independent audited financial statements for the tax year? If 'Yes,' complete12a Schedule D, Parts XI and XII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12a Was the organization included in consolidated, independent audited financial statements for the tax year? If 'Yes,' andb if the organization answered 'No' to line 12a, then completing Schedule D, Parts XI and XII is optional . . . . . . . . . . . . . . . . . 12 b Is the organization a school described in section 170(b)(1)(A)(ii)? If 'Yes,' complete Schedule E . . . . . . . . . . . . . . . . . . . . . . . 13 13 Did the organization maintain an office, employees, or agents outside of the United States?. . . . . . . . . . . . . . . . . . . . . . . . . . . 14 a 14a Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising,b business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more?If 'Yes,' complete Schedule F, Parts I and IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14b Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any15 foreign organization? If 'Yes,' complete Schedule F, Parts II and IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to16 or for foreign individuals? If 'Yes,' complete Schedule F, Parts III and IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX,17 column (A), lines 6 and 11e? If 'Yes,' complete Schedule G, Part I.See instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII,18 lines 1c and 8a? If 'Yes,' complete Schedule G, Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If 'Yes,'19 complete Schedule G, Part III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 20a20aDid the organization operate one or more hospital facilities? If 'Yes,' complete Schedule H . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes' to line 20a, did the organization attach a copy of its audited financial statements to this return?. . . . . . . . . . . . . . . . b 20b Did the organization report more than $5,000 of grants or other assistance to any domestic organization or21 domestic government on Part IX, column (A), line 1? If 'Yes,' complete Schedule I, Parts I and II. . . . . . . . . . . . . . . . . . . . . . 21 TEEA0103L 09/22/21BAA Form 990 (2021) CENTRAL VALLEY JUSTICE COALITION 81-0761794 X X X X X X X X X X X X X X X X X X X X X X X X X X X X Form 990 (2021)Page 4 Part IV Checklist of Required Schedules (continued) Yes No Did the organization report more than $5,000 of grants or other assistance to or for domestic individuals on Part IX,22 column (A), line 2? If 'Yes,' complete Schedule I, Parts I and III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Did the organization answer 'Yes' to Part VII, Section A, line 3, 4, or 5, about compensation of the organization's current23 and former officers, directors, trustees, key employees, and highest compensated employees? If 'Yes,' complete Schedule J . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of24a the last day of the year, that was issued after December 31, 2002? If 'Yes,' answer lines 24b through 24d and complete Schedule K. If 'No, 'go to line 25a . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24a Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?. . . . . . . . . . . . . . . . . . b 24b Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defeasec any tax-exempt bonds?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24c Did the organization act as an 'on behalf of' issuer for bonds outstanding at any time during the year?. . . . . . . . . . . . . . . . . d 24d 25 a Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations. Did the organization engage in an excess benefit 25atransaction with a disqualified person during the year? If 'Yes,' complete Schedule L, Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, andb that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? If 'Yes,' complete Schedule L, Part I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25b Did the organization report any amount on Part X, line 5 or 22, for receivables from or payables to any current or26 former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons?If 'Yes,' complete Schedule L, Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Did the organization provide a grant or other assistance to any current or former officer, director, trustee, key27 employee, creator or founder, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity (including an employee thereof) or family member of any of these 27persons? If 'Yes,' complete Schedule L, Part III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Was the organization a party to a business transaction with one of the following parties (see the Schedule L, Part IV,28 instructions for applicable filing thresholds, conditions, and exceptions): A current or former officer, director, trustee, key employee, creator or founder, or substantial contributor? Ifa 28a'Yes,' complete Schedule L, Part IV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A family member of any individual described in line 28a? If 'Yes,' complete Schedule L, Part IV. . . . . . . . . . . . . . . . . . . . . . . . b 28b A 35% controlled entity of one or more individuals and/or organizations described in line 28a or 28b? If Yes,'c complete Schedule L, Part IV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28c Did the organization receive more than $25,000 in non-cash contributions? If 'Yes,' complete Schedule M . . . . . . . . . . . . . . 29 29 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation30 contributions? If 'Yes,' complete Schedule M. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Did the organization liquidate, terminate, or dissolve and cease operations? If 'Yes,' complete Schedule N, Part I. . . . . . . 31 31 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If 'Yes,' complete32 Schedule N, Part II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections33 301.7701-2 and 301.7701-3?If 'Yes,' complete Schedule R, Part I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Was the organization related to any tax-exempt or taxable entity? If 'Yes,' complete Schedule R, Part II, III, or IV,34 and Part V, line 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Did the organization have a controlled entity within the meaning of section 512(b)(13)?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 a 35a If 'Yes' to line 35a, did the organization receive any payment from or engage in any transaction with a controlledb entity within the meaning of section 512(b)(13)? If 'Yes,' complete Schedule R, Part V, line 2. . . . . . . . . . . . . . . . . . . . . . . . . . 35b 36 Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related 36organization? If 'Yes,' complete Schedule R, Part V, line 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is37 treated as a partnership for federal income tax purposes? If 'Yes,' complete Schedule R, Part VI . . . . . . . . . . . . . . . . . . . . . . 37 Did the organization complete Schedule O and provide explanations on Schedule O for Part VI, lines 11b and 19?38 Note:All Form 990 filers are required to complete Schedule O. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Part V Statements Regarding Other IRS Filings and Tax Compliance Check if Schedule O contains a response or note to any line in this Part V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No Enter the number reported in box 3 of Form 1096. Enter -0- if not applicable . . . . . . . . . . . . . . 1a 1a Enter the number of Forms W-2G included on line 1a. Enter -0- if not applicable. . . . . . . . . . . b 1b Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gamingc (gambling) winnings to prize winners?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1c TEEA0104L 09/22/21BAA Form 990 (2021) CENTRAL VALLEY JUSTICE COALITION 81-0761794 X X X X X X X X X X X X X X X X X X X X 5 5 X Form 990 (2021)Page 5 Part V Statements Regarding Other IRS Filings and Tax Compliance (continued) Yes No Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax State-2a ments, filed for the calendar year ending with or within the year covered by this return . . . . . 2a If at least one is reported on line 2a, did the organization file all required federal employment tax returns?. . . . . . . . . . . . . b 2b Note: If the sum of lines 1a and 2a is greater than 250, you may be required to e-file. See instructions. Did the organization have unrelated business gross income of $1,000 or more during the year?. . . . . . . . . . . . . . . . . . . . . . . . 3a 3a If 'Yes,' has it filed a Form 990-T for this year? If 'No' to line 3b, provide an explanation on Schedule O . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 3b At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a4a financial account in a foreign country (such as a bank account, securities account, or other financial account)?. . . . . . . . . 4a If 'Yes,' enter the name of the foreign countryGb See instructions for filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?. . . . . . . . . . . . . . . . . . . 5a 5a Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?. . . . . . . . . . . . b 5b If 'Yes,' to line 5a or 5b, did the organization file Form 8886-T?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 5c Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization6a solicit any contributions that were not tax deductible as charitable contributions?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6a If 'Yes,' did the organization include with every solicitation an express statement that such contributions or gifts wereb not tax deductible?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6b 7 Organizations that may receive deductible contributions under section 170(c). Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods anda services provided to the payor?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7a If 'Yes,' did the organization notify the donor of the value of the goods or services provided?. . . . . . . . . . . . . . . . . . . . . . . . . . b 7b Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to filec 7cForm 8282?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' indicate the number of Forms 8282 filed during the year . . . . . . . . . . . . . . . . . . . . . . . . . . d 7d Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?. . . . . . . . . . e 7e Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?. . . . . . . . . . . . . . f 7f If the organization received a contribution of qualified intellectual property, did the organization file Form 8899g as required?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7g If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file ah 7hForm 1098-C?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Sponsoring organizations maintaining donor advised funds. Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 9 Sponsoring organizations maintaining donor advised funds. Did the sponsoring organization make any taxable distributions under section 4966?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a 9a Did the sponsoring organization make a distribution to a donor, donor advisor, or related person?. . . . . . . . . . . . . . . . . . . . . . b 9b 10 Section 501(c)(7) organizations. Enter: Initiation fees and capital contributions included on Part VIII, line 12 . . . . . . . . . . . . . . . . . . . . . . a 10 a Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities. . . . . b 10 b 11 Section 501(c)(12) organizations. Enter: Gross income from members or shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a 11 a Gross income from other sources. (Do not net amounts due or paid to other sourcesb against amounts due or received from them.). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 b 12 a Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?12 a If 'Yes,' enter the amount of tax-exempt interest received or accrued during the year. . . . . . . b 12 b 13 Section 501(c)(29) qualified nonprofit health insurance issuers. Is the organization licensed to issue qualified health plans in more than one state?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a 13 a Note: See the instructions for additional information the organization must report on Schedule O. Enter the amount of reserves the organization is required to maintain by the states inb which the organization is licensed to issue qualified health plans. . . . . . . . . . . . . . . . . . . . . . . . . . 13 b Enter the amount of reserves on hand. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 13 c Did the organization receive any payments for indoor tanning services during the tax year?. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 a 14 a If 'Yes,' has it filed a Form 720 to report these payments? If 'No,' provide an explanation on Schedule O . . . . . . . . . . . . . . . b 14 b 15 Is the organization subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or 15excess parachute payment(s) during the year?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' see the instructions and file Form 4720, Schedule N. 16Is the organization an educational institution subject to the section 4968 excise tax on net investment income?. . . . . . . . . 16 If 'Yes,' complete Form 4720, Schedule O. 17 Section 501(c)(21) organizations.Did the trust, any disqualified person, or mine operator engage in any 17activities that would result in the imposition of an excise tax under section 4951, 4952, or 4953?. . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' complete Form 6069. TEEA0105L 09/22/21BAA Form 990 (2021) CENTRAL VALLEY JUSTICE COALITION 81-0761794 X X X X X X X X X X 6 X X X Form 990 (2021)Page 6 Part VI Governance, Management, and Disclosure.For each 'Yes' response to lines 2 through 7b below, and for a 'No' response to line 8a, 8b, or 10b below, describe the circumstances, processes, or changes on Schedule O. See instructions. Check if Schedule O contains a response or note to any line in this Part VI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section A. Governing Body and Management Yes No Enter the number of voting members of the governing body at the end of the tax year. . . . . . 1a 1a If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain on Schedule O. Enter the number of voting members included on line 1a, above, who are independent. . . . . b 1b Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other2 officer, director, trustee, or key employee?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Did the organization delegate control over management duties customarily performed by or under the direct supervision3 of officers, directors, trustees, or key employees to a management company or other person?. . . . . . . . . . . . . . . . . . . . . . . . . 3 Did the organization make any significant changes to its governing documents4 since the prior Form 990 was filed?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Did the organization become aware during the year of a significant diversion of the organization's assets?. . . . . . . . . . . . . . 55 Did the organization have members or stockholders?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more7a members of the governing body?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7a Are any governance decisions of the organization reserved to (or subject to approval by) members,b stockholders, or persons other than the governing body?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7b Did the organization contemporaneously document the meetings held or written actions undertaken during the year by8 the following: The governing body?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a 8a Each committee with authority to act on behalf of the governing body?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 8b Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the9 organization's mailing address? If 'Yes,' provide the names and addresses on Schedule O. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.) Yes No Did the organization have local chapters, branches, or affiliates?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 a 10 a If 'Yes,' did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure theirb operations are consistent with the organization's exempt purposes?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 b Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form?. . . . . . . . . . . . . . . . . . . . . . 11 a 11 a Describe on Schedule O the process, if any, used by the organization to review this Form 990.b Did the organization have a written conflict of interest policy? If 'No,' go to line 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 a 12 a Were officers, directors, or trustees, and key employees required to disclose annually interests that could give riseb to conflicts?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 b Did the organization regularly and consistently monitor and enforce compliance with the policy? If 'Yes,' describe onc Schedule O how this was done. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 c Did the organization have a written whistleblower policy?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 13 Did the organization have a written document retention and destruction policy?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 14 Did the process for determining compensation of the following persons include a review and approval by independent15 persons, comparability data, and contemporaneous substantiation of the deliberation and decision? The organization's CEO, Executive Director, or top management official . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a 15 a Other officers or key employees of the organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 15 b If 'Yes' to line 15a or 15b, describe the process on Schedule O. See instructions. Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a16a taxable entity during the year?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 a If 'Yes,' did the organization follow a written policy or procedure requiring the organization to evaluate itsb participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization's exempt status with respect to such arrangements?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 b Section C. Disclosure List the states with which a copy of this Form 990 is required to be filed G17 Section 6104 requires an organization to make its Forms 1023 (1024 or 1024-A, if applicable), 990, and 990-T (Section 501(c)(3)s only)18 available for public inspection. Indicate how you made these available. Check all that apply. Other (explain on Schedule O)Own website Another's website Upon request Describe on Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to19the public during the tax year. State the name, address, and telephone number of the person who possesses the organization's books and records G20 TEEA0106L 09/22/21BAA Form 990 (2021) 81-0761794CENTRAL VALLEY JUSTICE COALITION ALEX ACREE 274 W QUINCY AVE FRESNO CA 93711 (559) 284-0594 X X X X X X X X X X X X X X X X X X X 5 5 X CA SEE SCHEDULE O SEE SCHEDULE O Form 990 (2021)Page 7 Part VII Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors Check if Schedule O contains a response or note to any line in this Part VII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization's tax year. ?List all of the organization's current officers, directors, trustees (whether individuals or organizations), regardless of amount of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid. ?List all of the organization's current key employees, if any. See the instructions for definition of 'key employee.' ?List the organization's five current highest compensated employees (other than an officer, director, trustee, or key employee) who received reportable compensation (box 5 of Form W-2, Form 1099-MISC, and/or box 1 of Form 1099-NEC) of more than $100,000 from the organization and any related organizations. ?List all of the organization's former officers, key employees, and highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations. ?List all of the organization's former directors or trustees that received, in the capacity as a former director or trustee of the organization, more than $10,000 of reportable compensation from the organization and any related organizations. See the instructions for the order in which to list the persons above. Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee. (C) Position (do not check more(A)(D)(E)(F)(B)than one box, unless person Reportable ReportableName and title Average is both an officer and a Estimated amountcompensation from compensation fromhoursdirector/trustee)of otherthe organization related organizationsper compensation from(W-2/1099-(W-2/1099-week the organizationMISC/1099-NEC) MISC/1099-NEC)(list any and relatedhours for organizationsrelated organiza- tions below dotted line) (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) TEEA0107L 09/22/21BAA Form 990 (2021) CENTRAL VALLEY JUSTICE COALITION 81-0761794 RYAN TOWNSEND 40 EXECUTIVE DIR.0 X 58,419.0.0. ARIEN GARCIA 40 PROGRAM MANAGER 0 X 34,522.0.0. DAN CARTER 30 DIRECTOR 0 X 20,833.0.0. IVY HUFF 0 PRESIDENT 0 X 0.0.0. AVERY CULBERTSON 0 SECRETARY 0 X 0.0.0. TREVOR BARBEAU 0 TREASURER 0 X 0.0.0. YVONNE ROMERO 0 BOARD MEMBER 0 X 0.0.0. LAURAN BETHELL 0 BOARD MEMBER 0 X 0.0.0. Form 990 (2021)Page 8 Part VII Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued) (B)(C) Position (D)(E)(F)Average (do not check more than one(A) hours box, unless person is both an Reportable ReportableName and title Estimated amountperofficer and a director/trustee)compensation from compensation from of otherweekthe organization related organizations compensation from(list any (W-2/1099-(W-2/1099-the organizationhoursMISC/1099-NEC) MISC/1099-NEC)and relatedfororganizationsrelated organiza - tions below dotted line) (15) (16) (17) (18) (19) (20) (21) (22) (23) (24) (25) G1bSubtotal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GcTotal from continuation sheets to Part VII, Section A . . . . . . . . . . . . . . . . . . . . . . . GdTotal (add lines 1b and 1c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation2 from the organization G Yes No 3 Did the organization list any former officer, director, trustee, key employee, or highest compensated employee 3on line 1a? If 'Yes,' complete Schedule J for such individual. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If 'Yes,' complete Schedule J for 4such individual. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual 5for services rendered to the organization? If 'Yes,' complete Schedule J for such person. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section B. Independent Contractors 1 Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization's tax year. (A)(B)(C) Name and business address Description of services Compensation Total number of independent contractors (including but not limited to those listed above) who received more than2 G$100,000 of compensation from the organization TEEA0108L 09/22/21BAA Form 990 (2021) CENTRAL VALLEY JUSTICE COALITION 81-0761794 0 X X X 0 0.0.113,774. 0.0.113,774. 0.0.0. Form 990 (2021)Page 9 Part VIII Statement of Revenue Check if Schedule O contains a response or note to any line in this Part VIII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (A)(B)(C)(D) Total revenue Related or Unrelated Revenue exempt business excluded from tax function revenue under sections revenue 512-514 Federated campaigns. . . . . . . . . . 1a 1a Membership dues . . . . . . . . . . . . . b 1b Fundraising events. . . . . . . . . . . . c 1c Related organizations . . . . . . . . . d 1d Government grants (contributions). . . . . e 1e All other contributions, gifts, grants, andf similar amounts not included above. . . . 1f Noncash contributions included ing 1glines 1a-1f. . . . . . . . . . . . . . . . . . . . . . GhTotal. Add lines 1a-1f. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Business Code 2a b c d e All other program service revenue. . . . f GgTotal. Add lines 2a-2f. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment income (including dividends, interest, and3 Gother similar amounts). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GIncome from investment of tax-exempt bond proceeds4 GRoyalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 (i) Real (ii) Personal Gross rents . . . . . . . . 6a 6a Less: rental expensesb 6b Rental income or (loss)c 6c GNet rental income or (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . d (i) Securities (ii) OtherGross amount from7asales of assets 7 aother than inventoryLess: cost or other basisb 7band sales expenses Gain or (loss). . . . . . . c 7c Net gain or (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gd Gross income from fundraising events8a (not including $ of contributions reported on line 1c). See Part IV, line 18. . . . . . . . . . . . . 8a Less: direct expenses . . . . . . b 8b GNet income or (loss) from fundraising events. . . . . . . . . . c Gross income from gaming activities.9a See Part IV, line 19. . . . . . . . . . . . . 9a Less: direct expenses . . . . . . b 9b GNet income or (loss) from gaming activities. . . . . . . . . . . c Gross sales of inventory, less . . . . . 10 a returns and allowances. . . . . . . . . . 10 a Less: cost of goods sold. . . . b 10 b GNet income or (loss) from sales of inventory . . . . . . . . . . c Business Code 11 a b c All other revenue. . . . . . . . . . . . . . . . . . . d Ge Total.Add lines 11a-11d. . . . . . . . . . . . . . . . . . . . . . . . . . . . . G12Total revenue. See instructions . . . . . . . . . . . . . . . . . . . . . . TEEA0109L 09/22/21BAA Form 990 (2021) CENTRAL VALLEY JUSTICE COALITION 81-0761794 32,330. 179,186. 211,516. 7,113. 7,113. 7,113. 900099 211.211. 211. 218,840. 7,113.0. 211. SOCIAL ADVOCACY ORGANIZAT MISC INCOME Form 990 (2021)Page 10 Part IX Statement of Functional Expenses Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A). Check if Schedule O contains a response or note to any line in this Part IX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (A)(B)(C)(D)Do not include amounts reported on lines Total expenses Management andProgram service Fundraising6b, 7b, 8b, 9b, and 10b of Part VIII.general expensesexpenses expenses Grants and other assistance to domestic1 organizations and domestic governments. See Part IV, line 21. . . . . . . . . . . . . . . . . . . . . . . . Grants and other assistance to domestic2individuals. See Part IV, line 22. . . . . . . . . . . . . Grants and other assistance to foreign3 organizations, foreign governments, and for- eign individuals. See Part IV, lines 15 and 16 Benefits paid to or for members. . . . . . . . . . . . . 4 Compensation of current officers, directors,5 trustees, and key employees. . . . . . . . . . . . . . . . Compensation not included above to6disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). . . . . . . . . . . . . . . . . . . . Other salaries and wages. . . . . . . . . . . . . . . . . . . 7 Pension plan accruals and contributions8(include section 401(k) and 403(b) employer contributions). . . . . . . . . . . . . . . . . . . . Other employee benefits . . . . . . . . . . . . . . . . . . . 9 Payroll taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Fees for services (nonemployees):11 Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a Legal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c Lobbying . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . d Professional fundraising services. See Part IV, line 17 . . . e Investment management fees. . . . . . . . . . . . . . . f g Other. (If line 11g amount exceeds 10% of line 25, column(A), amount, list line 11g expenses on Schedule O.). . . . . Advertising and promotion. . . . . . . . . . . . . . . . . . 12 Office expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Information technology. . . . . . . . . . . . . . . . . . . . . 14 Royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Travel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Payments of travel or entertainment18 expenses for any federal, state, or local public officials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Conferences, conventions, and meetings . . . . 19 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Payments to affiliates . . . . . . . . . . . . . . . . . . . . . . 21 Depreciation, depletion, and amortization. . . . 22 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Other expenses. Itemize expenses not24 covered above. (List miscellaneous expenses on line 24e. If line 24e amount exceeds 10% of line 25, column (A), amount, list line 24e expenses on Schedule O.). . . . . . . . . . . . . . . . . . a b c d All other expenses. . . . . . . . . . . . . . . . . . . . . . . . . e 25 Total functional expenses.Add lines 1 through 24e. . . . 26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. if followingCheck here G SOP 98-2 (ASC 958-720). . . . . . . . . . . . . . . . . . . BAA Form 990 (2021)TEEA0110L 09/22/21 CENTRAL VALLEY JUSTICE COALITION 81-0761794 113,774. 72,735. 41,039.0. 0.0.0.0. 50,302. 46,640.3,662. 14,428. 10,821.3,607. 7,211.7,211. 4,525.4,525. 6,804.6,804. 12,449.12,449. 3,102.3,102. 6,455.6,455. 3,633.3,633. 4,313.4,313. 3,113.3,113. 33,135. 31,075.2,060. 263,244. 165,584. 90,856.6,804. MISC EXPENSES NOT LISTED ABOVE Form 990 (2021)Page 11 Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (A)(B) Beginning of year End of year Cash 'non-interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 Savings and temporary cash investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 Pledges and grants receivable, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3 Accounts receivable, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4 Loans and other receivables from any current or former officer, director,5 trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons . . . . . . . . . . . . . . . . . . . . . 5 Loans and other receivables from other disqualified persons (as defined under6 6section 4958(f)(1)), and persons described in section 4958(c)(3)(B). . . . . . . . . . . . . . Notes and loans receivable, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7 Inventories for sale or use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 Prepaid expenses and deferred charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9 Land, buildings, and equipment: cost or other basis.10 a Complete Part VI of Schedule D. . . . . . . . . . . . . . . . . . . . 10 a Less: accumulated depreciation. . . . . . . . . . . . . . . . . . . . b 10 b 10 c 11Investments 'publicly traded securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12Investments ' other securities. See Part IV, line 11. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13Investments 'program-related. See Part IV, line 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 15Other assets. See Part IV, line 11. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 1616Total assets. Add lines 1 through 15 (must equal line 33). . . . . . . . . . . . . . . . . . . . . . . Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17 Grants payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 18 Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 19 Tax-exempt bond liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 20 Escrow or custodial account liability. Complete Part IV of Schedule D. . . . . . . . . . . 21 21 Loans and other payables to any current or former officer, director, trustee,22 key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons . . . . . . . . . . . . . . . . . . . . . 22 Secured mortgages and notes payable to unrelated third parties . . . . . . . . . . . . . . . . 23 23 Unsecured notes and loans payable to unrelated third parties . . . . . . . . . . . . . . . . . . . 24 24 Other liabilities (including federal income tax, payables to related third parties,25 and other liabilities not included on lines 17-24). Complete Part X of Schedule D. 25 26 Total liabilities. Add lines 17 through 25. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Organizations that follow FASB ASC 958, check here G and complete lines 27, 28, 32, and 33. Net assets without donor restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 27 Net assets with donor restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 28 Organizations that do not follow FASB ASC 958, check here G and complete lines 29 through 33. Capital stock or trust principal, or current funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 29 Paid-in or capital surplus, or land, building, or equipment fund. . . . . . . . . . . . . . . . . . 30 30 Retained earnings, endowment, accumulated income, or other funds . . . . . . . . . . . . 31 31 Total net assets or fund balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 32 Total liabilities and net assets/fund balances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 33 TEEA0111L 09/22/21BAA Form 990 (2021) CENTRAL VALLEY JUSTICE COALITION 81-0761794 133,823.62,089. 133,823.62,089. 27,330. 27,330.0. X 87,518.51,901. 18,975.10,188. 106,493.62,089. 133,823.62,089. Form 990 (2021)Page 12 Part XI Reconciliation of Net Assets Check if Schedule O contains a response or note to any line in this Part XI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total revenue (must equal Part VIII, column (A), line 12). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 Total expenses (must equal Part IX, column (A), line 25). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 Revenue less expenses. Subtract line 2 from line 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3 Net assets or fund balances at beginning of year (must equal Part X, line 32, column (A)). . . . . . . . . . . . . . . . . . 4 4 Net unrealized gains (losses) on investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5 Donated services and use of facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6 Investment expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7 Prior period adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 Other changes in net assets or fund balances (explain on Schedule O). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9 Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 32,10 column (B)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Part XII Financial Statements and Reporting Check if Schedule O contains a response or note to any line in this Part XII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No Accounting method used to prepare the Form 990:Cash Accrual Other1 If the organization changed its method of accounting from a prior year or checked 'Other,' explain on Schedule O. Were the organization's financial statements compiled or reviewed by an independent accountant?. . . . . . . . . . . . . . . . . . . . 2a 2a If 'Yes,' check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both: Separate basis Consolidated basis Both consolidated and separate basis Were the organization's financial statements audited by an independent accountant?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 2b If 'Yes,' check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both: Separate basis Consolidated basis Both consolidated and separate basis c If 'Yes' to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?. . . . . . . . . . . . . . . . . . . . . . . . . 2c If the organization changed either its oversight process or selection process during the tax year, explain on Schedule O. As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single3a Audit Act and OMB Circular A-133?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3a If 'Yes,' did the organization undergo the required audit or audits? If the organization did not undergo the required auditb or audits, explain why on Schedule O and describe any steps taken to undergo such audits. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3b TEEA0112L 09/22/21BAA Form 990 (2021) CENTRAL VALLEY JUSTICE COALITION 81-0761794 218,840. 263,244. -44,404. 106,493. 0. 62,089. X X X X OMB No. 1545-0047Public Charity Status and Public SupportSCHEDULE A 2021Complete if the organization is a section 501(c)(3) organization or a section(Form 990) 4947(a)(1) nonexempt charitable trust. G Attach to Form 990 or Form 990-EZ.Open to Public Department of the Treasury InspectionG Go to www.irs.gov/Form990 for instructions and the latest information.Internal Revenue Service Name of the organization Employer identification number Reason for Public Charity Status. (All organizations must complete this part.) See instructions.Part I The organization is not a private foundation because it is: (For lines 1 through 12, check only one box.) 1 A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i). 2 A school described in section 170(b)(1)(A)(ii).(Attach Schedule E (Form 990).) 3 A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii). 4 A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state: 5 An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.) 6 A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v). 7 An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.) 8 A community trust described in section 170(b)(1)(A)(vi).(Complete Part II.) An agricultural research organization described in section 170(b)(1)(A)(ix)operated in conjunction with a land-grant college9 or university or a non-land-grant college of agriculture (see instructions). Enter the name, city, and state of the college or university: 10 An organization that normally receives (1) more than 33-1/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions, subject to certain exceptions; and (2) no more than 33-1/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2).(Complete Part III.) 11 An organization organized and operated exclusively to test for public safety. See section 509(a)(4). 12 An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1)or section 509(a)(2).See section 509(a)(3).Check the box on lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g. a Type I.A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B. b Type II.A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C. c Type III functionally integrated.A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E. d Type III non-functionally integrated.A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V. e Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization. Enter the number of supported organizations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . f Provide the following information about the supported organization(s).g (v) Amount of monetary(i)Name of supported organization (vi) Amount of other(iii) Type of organization(ii)EIN (iv)Is the (described on lines 1-10 organization listed support (see instructions)support (see instructions)above (see instructions))in your governing document? Yes No (A) (B) (C) (D) (E) Total BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.Schedule A (Form 990) 2021 TEEA0401L 08/31/21 CENTRAL VALLEY JUSTICE COALITION 81-0761794 X Schedule A (Form 990) 2021 Page 2 Part II Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.) Section A. Public Support Calendar year (or fiscal year (a) 2017 (b) 2018 (c) 2019 (d) 2020 (e) 2021 (f) Totalbeginning in) G Gifts, grants, contributions, and1membership fees received. (Do notinclude any 'unusual grants.'). . . . . . . . Tax revenues levied for the2 organization's benefit and either paid to or expended on its behalf. . . . . . . . . . . . . . . . . . The value of services or3 facilities furnished by a governmental unit to the organization without charge. . . . 4 Total.Add lines 1 through 3 . . . The portion of total5 contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f). . . 6 Public support.Subtract line 5 from line 4 . . . . . . . . . . . . . . . . . . . Section B. Total Support Calendar year (or fiscal year (a) 2017 (b) 2018 (c)2019 (d)2020 (e)2021 (f) Totalbeginning in) G Amounts from line 4 . . . . . . . . . . 7 Gross income from interest,8 dividends, payments received on securities loans, rents, royalties, and income from similar sources . . . . . . . . . . . . . . . Net income from unrelated9 business activities, whether or not the business is regularly carried on . . . . . . . . . . . . . . . . . . . . Other income. Do not include10 gain or loss from the sale of capital assets (Explain in Part VI.). . . . . . . . . . . . . . . . . . . . . . 11 Total support.Add lines 7 through 10. . . . . . . . . . . . . . . . . . . . Gross receipts from related activities, etc. (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 12 13 First 5 years.If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3)Gorganization, check this box and stop here . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section C. Computation of Public Support Percentage Public support percentage for 2021 (line 6, column (f), divided by line 11, column (f)). . . . . . . . . . . . . . . . . . . . . . . . . . 14 14 % Public support percentage from 2020 Schedule A, Part II, line 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %15 15 16a 33-1/3% support test'2021. If the organization did not check the box on line 13, and line 14 is 33-1/3% or more, check this box Gand stop here.The organization qualifies as a publicly supported organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 33-1/3% support test'2020. If the organization did not check a box on line 13 or 16a, and line 15 is 33-1/3% or more, check this box Gand stop here. The organization qualifies as a publicly supported organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17a 10%-facts-and-circumstances test'2021. If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more, and if the organization meets the facts-and-circumstances test, check this box and stop here.Explain in Part VI how Gthe organization meets the facts-and-circumstances test. The organization qualifies as a publicly supported organization . . . . . . . . . . . b 10%-facts-and-circumstances test'2020. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or more, and if the organization meets the facts-and-circumstances test, check this box and stop here.Explain in Part VI how the Gorganization meets the facts-and-circumstances test. The organization qualifies as a publicly supported organization. . . . . . . . . . . . . . . 18 GPrivate foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions . . . BAA Schedule A (Form 990) 2021 TEEA0402L 08/31/21 CENTRAL VALLEY JUSTICE COALITION 81-0761794 168,209. 175,371. 214,026. 202,041. 211,516. 971,163. 0. 0. 168,209. 175,371. 214,026. 202,041. 211,516. 971,163. 0. 971,163. 168,209. 175,371. 214,026. 202,041. 211,516. 971,163. 0. 0. 6,246. 9,559. 7,075. 8,874. 7,324. 39,078. 1,010,241. 0. 96.13 95.60 X SEE PART VI Schedule A (Form 990) 2021 Page 3 Part III Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.) Section A. Public Support (c) 2019Calendar year (or fiscal year beginning in) G (a) 2017 (b)2018 (d) 2020 (e) 2021 (f) Total Gifts, grants, contributions,1 and membership fees received. (Do not include any 'unusual grants.'). . . . . . . . . Gross receipts from admissions,2 merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose. . . . . . . . . . . Gross receipts from activities3 that are not an unrelated trade or business under section 513 . Tax revenues levied for the4 organization's benefit and either paid to or expended on its behalf. . . . . . . . . . . . . . . . . . . . . The value of services or5 facilities furnished by a governmental unit to the organization without charge. . . . 6 Total. Add lines 1 through 5 . . . Amounts included on lines 1,7a 2, and 3 received from disqualified persons. . . . . . . . . . . Amounts included on lines 2b and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. . . . . . . . . . . . . . . . . . . Add lines 7a and 7b. . . . . . . . . . . c 8 Public support. (Subtract line 7c from line 6.). . . . . . . . . . . . . . . Section B. Total Support (a) 2017 (b) 2018 (c) 2019 (d) 2020 (e) 2021 (f) TotalCalendar year (or fiscal year beginning in) G Amounts from line 6 . . . . . . . . . . 9 Gross income from interest, dividends,10a payments received on securities loans,rents, royalties, and income fromsimilar sources . . . . . . . . . . . . . . . . . . Unrelated business taxableb income (less section 511 taxes) from businesses acquired after June 30, 1975. . . Add lines 10a and 10b. . . . . . . . . c Net income from unrelated business11activities not included on line 10b,whether or not the business isregularly carried on . . . . . . . . . . . . . . . Other income. Do not include12 gain or loss from the sale of capital assets (Explain in Part VI.). . . . . . . . . . . . . . . . . . . . . . 13 Total support.(Add Iines 9, 10c, 11, and 12.). . . . . . . . . . . . . . 14 First 5 years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3)Gorganization, check this box and stop here . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section C. Computation of Public Support Percentage %Public support percentage for 2021 (line 8, column (f), divided by line 13, column (f)). . . . . . . . . . . . . . . . . . . . . . . . . . 15 15 %Public support percentage from 2020 Schedule A, Part III, line 15. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 16 Section D. Computation of Investment Income Percentage %17 Investment income percentage for 2021 (line 10c, column (f), divided by line 13, column (f)). . . . . . . . . . . . . . . . . . . . 17 %18 Investment income percentage from 2020 Schedule A, Part III, line 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 19a 33-1/3% support tests'2021.If the organization did not check the box on line 14, and line 15 is more than 33-1/3%, and line 17 Gis not more than 33-1/3%, check this box and stop here.The organization qualifies as a publicly supported organization . . . . . . . . . . . b 33-1/3% support tests'2020. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33-1/3%, and Gline 18 is not more than 33-1/3%, check this box and stop here. The organization qualifies as a publicly supported organization. . . . . 20 GPrivate foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions. . . . . . . . . . . . . TEEA0403L 08/31/21BAA Schedule A (Form 990) 2021 CENTRAL VALLEY JUSTICE COALITION 81-0761794 Schedule A (Form 990) 2021 Page 4 Part IV Supporting Organizations (Complete only if you checked a box in line 12 on Part I. If you checked box 12a, Part I, complete Sections A and B. If you checked box 12b, Part I, complete Sections A and C. If you checked box 12c, Part I, complete Sections A, D, and E. If you checked box 12d, Part I, complete Sections A and D, and complete Part V.) Section A. All Supporting Organizations Yes No Are all of the organization's supported organizations listed by name in the organization's governing documents?1 If 'No,' describe in Part VI how the supported organizations are designated. If designated by class or purpose, describe the designation. If historic and continuing relationship, explain.1 Did the organization have any supported organization that does not have an IRS determination of status under section2 509(a)(1) or (2)? If 'Yes,' explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).2 Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If 'Yes,' answer lines 3b3a and 3c below.3a Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) andb satisfied the public support tests under section 509(a)(2)? If 'Yes,' describe in Part VI when and how the organization made the determination.3b c Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If 'Yes,' explain in Part VI what controls the organization put in place to ensure such use.3c Was any supported organization not organized in the United States ('foreign supported organization')? If 'Yes' anda4 if you checked box 12a or 12b in Part I, answer lines 4b and 4c below.4a Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supportedb organization? If 'Yes,' describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.4b Did the organization support any foreign supported organization that does not have an IRS determination underc sections 501(c)(3) and 509(a)(1) or (2)? If 'Yes,' explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.4c Did the organization add, substitute, or remove any supported organizations during the tax year? If 'Yes,' answer lines5a 5b and 5c below (if applicable). Also, provide detail in Part VI,including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was a5accomplished (such as by amendment to the organizing document). Type I or Type II only.Was any added or substituted supported organization part of a class already designated in theb organization's organizing document?b5 c Substitutions only.Was the substitution the result of an event beyond the organization's control?5c 6 Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of 6the filing organization's supported organizations? If 'Yes,' provide detail in Part VI. Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor7 (as defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If 'Yes,' complete Part I of Schedule L (Form 990).7 Did the organization make a loan to a disqualified person (as defined in section 4958) not described on line 7? If 'Yes,'8 complete Part I of Schedule L (Form 990).8 Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons,9a as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If 'Yes,' provide detail in Part VI.9a Did one or more disqualified persons (as defined on line 9a) hold a controlling interest in any entity in which theb supporting organization had an interest? If 'Yes,' provide detail in Part VI.9b Did a disqualified person (as defined on line 9a) have an ownership interest in, or derive any personal benefit from,c assets in which the supporting organization also had an interest? If 'Yes,' provide detail in Part VI.9c Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding10a certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If 'Yes,' answer line 10b below.10a Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determineb whether the organization had excess business holdings.)10b TEEA0404L 08/31/21BAA Schedule A (Form 990) 2021 CENTRAL VALLEY JUSTICE COALITION 81-0761794 Schedule A (Form 990) 2021 Page 5 Supporting Organizations (continued)Part IV Yes No Has the organization accepted a gift or contribution from any of the following persons?11 a A person who directly or indirectly controls, either alone or together with persons described on lines 11b and 11c below, the governing body of a supported organization?11a A family member of a person described on line 11a above?b 11b c 11cA 35% controlled entity of a person described on line 11a or 11b above? If 'Yes' to line 11a, 11b, or 11c, provide detail in Part VI. Section B. Type I Supporting Organizations Yes No Did the governing body, members of the governing body, officers acting in their official capacity, or membership of one1 or more supported organizations have the power to regularly appoint or elect at least a majority of the organization's officers, directors, or trustees at all times during the tax year?If 'No,' describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization's activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove officers, directors, or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers 1during the tax year. 2 Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If 'Yes,' explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised, or controlled the 2supporting organization. Section C. Type II Supporting Organizations Yes No 1 Were a majority of the organization's directors or trustees during the tax year also a majority of the directors or trustees of each of the organization's supported organization(s)? If 'No,' describe in Part VI how control or management of the 1supporting organization was vested in the same persons that controlled or managed the supported organization(s). Section D. All Type III Supporting Organizations Yes No 1 Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization's tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the 1organization's governing documents in effect on the date of notification, to the extent not previously provided? Were any of the organization's officers, directors, or trustees either (i) appointed or elected by the supported2 organization(s) or (ii) serving on the governing body of a supported organization? If 'No,' explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).2 3 By reason of the relationship described on line 2, above, did the organization's supported organizations have a significant voice in the organization's investment policies and in directing the use of the organization's income or assets at all times during the tax year? If 'Yes,' describe in Part VI the role the organization's supported organizations played 3in this regard. Section E. Type III Functionally Integrated Supporting Organizations 1 Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions). The organization satisfied the Activities Test. Complete line 2 below.a The organization is the parent of each of its supported organizations. Complete line 3 below.b The organization supported a governmental entity. Describe in Part VI how you supported a governmental entity (see instructions).c 2 Activities Test. Answer lines 2a and 2b below.Yes No a Did substantially all of the organization's activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If 'Yes,' then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted 2asubstantially all of its activities. b Did the activities described on line 2a, above, constitute activities that, but for the organization's involvement, one or more of the organization's supported organization(s) would have been engaged in? If 'Yes,' explain in Part VI the reasons for the organization's position that its supported organization(s) would have engaged in these activities 2bbut for the organization's involvement. Parent of Supported Organizations. Answer lines 3a and 3b below.3 Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees ofa each of the supported organizations? If 'Yes' or 'No,' provide details in Part VI.3a Did the organization exercise a substantial degree of direction over the policies, programs, and activities of each of itsb supported organizations? If 'Yes,' describe in Part VI the role played by the organization in this regard.3b TEEA0405L 08/31/21BAA Schedule A (Form 990) 2021 CENTRAL VALLEY JUSTICE COALITION 81-0761794 Schedule A (Form 990) 2021 Page 6 Type III Non-Functionally Integrated 509(a)(3) Supporting OrganizationsPart V 1 Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). See instructions.All other Type III non-functionally integrated supporting organizations must complete Sections A through E. (B) Current Year(A) Prior YearSection A 'Adjusted Net Income (optional) 1 1Net short-term capital gain 2 2Recoveries of prior-year distributions 3 3Other gross income (see instructions) 4 4Add lines 1 through 3. 5 5Depreciation and depletion 6 Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for 6production of income (see instructions) 7 7Other expenses (see instructions) 8 8Adjusted Net Income (subtract lines 5, 6, and 7 from line 4) (B) Current Year(A) Prior YearSection B 'Minimum Asset Amount (optional) 1 Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): a 1aAverage monthly value of securities b 1bAverage monthly cash balances c Fair market value of other non-exempt-use assets 1c d 1dTotal(add lines 1a, 1b, and 1c) e Discount claimed for blockage or other factors (explain in detail in Part VI): 2 2Acquisition indebtedness applicable to non-exempt-use assets 3 3Subtract line 2 from line 1d. 4 Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, 4see instructions). 5 5Net value of non-exempt-use assets (subtract line 4 from line 3) 6 6Multiply line 5 by 0.035. 7 7Recoveries of prior-year distributions 8 8Minimum Asset Amount (add line 7 to line 6) Current YearSection C 'Distributable Amount 1 1Adjusted net income for prior year (from Section A, line 8, column A) 2 2Enter 0.85 of line 1. 3 3Minimum asset amount for prior year (from Section B, line 8, column A) 4 4Enter greater of line 2 or line 3. 5 5Income tax imposed in prior year 6 Distributable Amount.Subtract line 5 from line 4, unless subject to emergency 6temporary reduction (see instructions). 7 Check here if the current year is the organization's first as a non-functionally integrated Type III supporting organization (see instructions). BAA Schedule A (Form 990) 2021 TEEA0406L 08/31/21 CENTRAL VALLEY JUSTICE COALITION 81-0761794 Schedule A (Form 990) 2021 Page 7 Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued)Part V Current YearSection D 'Distributions 1 1Amounts paid to supported organizations to accomplish exempt purposes 2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, 2in excess of income from activity 3 3Administrative expenses paid to accomplish exempt purposes of supported organizations 4 4Amounts paid to acquire exempt-use assets 5 5Qualified set-aside amounts (prior IRS approval required ' provide details in Part VI) 6 6Other distributions (describe in Part VI). See instructions. 7 7Total annual distributions.Add lines 1 through 6. 8 Distributions to attentive supported organizations to which the organization is responsive (provide details 8in Part VI). See instructions. 9 9Distributable amount for 2021 from Section C, line 6 10 10Line 8 amount divided by line 9 amount (i)(ii)(iii) Excess Underdistributions DistributableSection E 'Distribution Allocations (see instructions) Distributions Pre-2021 Amount for 2021 1 Distributable amount for 2021 from Section C, line 6 2 Underdistributions, if any, for years prior to 2021 (reasonable cause required ' explain in Part VI). See instructions. 3 Excess distributions carryover, if any, to 2021 a From 2016. . . . . . . . . . . . . . . . b From 2017. . . . . . . . . . . . . . . . c From 2018. . . . . . . . . . . . . . . . d From 2019. . . . . . . . . . . . . . . . e From 2020. . . . . . . . . . . . . . . . f Total of lines 3a through 3e g Applied to underdistributions of prior years h Applied to 2021 distributable amount i Carryover from 2016 not applied (see instructions) j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. 4 Distributions for 2021 from Section D, line 7:$ a Applied to underdistributions of prior years b Applied to 2021 distributable amount Remainder. Subtract lines 4a and 4b from line 4.c 5 Remaining underdistributions for years prior to 2021, if any. Subtract lines 3g and 4a from line 2. For result greater than zero, explain in Part VI. See instructions. 6 Remaining underdistributions for 2021. Subtract lines 3h and 4b from line 1. For result greater than zero, explain in Part VI. See instructions. 7 Excess distributions carryover to 2022.Add lines 3j and 4c. 8 Breakdown of line 7: a Excess from 2017. . . . . . . b Excess from 2018. . . . . . . c Excess from 2019. . . . . . . d Excess from 2020. . . . . . . e Excess from 2021. . . . . . . BAA Schedule A (Form 990) 2021 TEEA0407L 08/31/21 CENTRAL VALLEY JUSTICE COALITION 81-0761794 Schedule A (Form 990) 2021 Page 8 Part VI Supplemental Information. Provide the explanations required by Part II, line 10;Part II, line 17a or 17b; PartIII, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, SectionB, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b,3a, and 3b; Part V, line 1; Part V, Section B, line 1e; Part V, Section D, lines 5, 6, and 8; and Part V, Section E,lines 2, 5, and 6. Also complete this part for any additional information. (See instructions.) BAA Schedule A (Form 990) 2021TEEA0408L 08/31/21 CENTRAL VALLEY JUSTICE COALITION 81-0761794 PART II, LINE 10 - OTHER INCOME NATURE AND SOURCE 2021 2020 2019 2018 2017 $7,324.$8,874.$7,075.$9,559.$6,246. TOTAL $7,324.$8,874.$7,075.$9,559.$6,246. OMB No. 1545-0047Schedule B Schedule of Contributors(Form 990)2021G Attach to Form 990 or Form 990-PF.Department of the Treasury Internal Revenue Service G Go to www.irs.gov/Form990 for the latest information. Name of the organization Employer identification number Organization type (check one): Filers of:Section: Form 990 or 990-EZ 501(c)()(enter number) organization 4947(a)(1) nonexempt charitable trust not treated as a private foundation 527 political organization Form 990-PF 501(c)(3) exempt private foundation 4947(a)(1) nonexempt charitable trust treated as a private foundation 501(c)(3) taxable private foundation Check if your organization is covered by the General Rule or a Special Rule. Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions. General Rule For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions. Special Rules For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33-1/3% support test of the regulations under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000; or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h; or (ii) Form 990-EZ, line 1. Complete Parts I and II. For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor, during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I (entering 'N/A' in column (b) instead of the contributor name and address), II, and III. For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor, during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions $totaling $5,000 or more during the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990), but it must answer 'No' on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ or on its Form 990-PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990). Schedule B (Form 990) (2021)BAA For Paperwork Reduction Act Notice, see the instructions for Form 990, 990-EZ, or 990-PF. TEEA0701L 10/06/21 CENTRAL VALLEY JUSTICE COALITION 81-0761794 X 3 X Page 2Schedule B (Form 990) (2021) Name of organization Employer identification number Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) TEEA0702L 10/06/21BAA Schedule B (Form 990) (2021) 1 2 CENTRAL VALLEY JUSTICE COALITION 81-0761794 X1THE WELL COMMUNITY CHURCH 2044 E NEES AVE 11,000. FRESNO, CA 93720-0233 X2TRUE ORGANIC PRODUCTS, INC PO BOX 7192 42,000. SPRECKLES, CA 93962-7151 X3BRENNAN AND BETHANY OKUSAKO 922 MALLARD COURT 5,745. LINCOLN, CA 95648-2466 X4RIVER VALLEY CHURCH 2555 E PERRIN AVE, #106 10,005. FRESNO, CA 93720-5200 X5FIRST ARMENIAN PRESBYTERIAN CHURCH 430 S FIRST ST 10,737. FRESNO, CA 93702-1056 X6GARY & TOMMY WARNER 8766 E. LOS ALTOS 6,995. CLOVIS, CA 93619-8007 Page 2Schedule B (Form 990) (2021) Name of organization Employer identification number Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) TEEA0702L 10/06/21BAA Schedule B (Form 990) (2021) 2 2 CENTRAL VALLEY JUSTICE COALITION 81-0761794 X7INSURANCE INDUSTRY CHARITABLE FOUND 1999 AVE. OF THE STARS, #1100 5,000. LOS ANGELES, CA 90067-4605 X8WAYNE & JULIE SMITH 1835 SAN LEANNA DR 5,000. ALLEN, TX 75013-4741 Page 3Schedule B (Form 990) (2021) Name of organization Employer identification number Part II Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed. (a) No.(b)(c)(d) from Description of noncash property given FMV (or estimate)Date received Part I (See instructions.) $ (a) No.(b)(c)(d) from Description of noncash property given FMV (or estimate)Date received Part I (See instructions.) $ (a) No.(b)(c)(d) from Description of noncash property given FMV (or estimate)Date received Part I (See instructions.) $ (a) No.(b)(c)(d) from Description of noncash property given FMV (or estimate)Date received Part I (See instructions.) $ (a) No.(b)(c)(d) from Description of noncash property given FMV (or estimate)Date received Part I (See instructions.) $ (a) No.(b)(c)(d) from Description of noncash property given FMV (or estimate)Date received Part I (See instructions.) $ TEEA0703L 10/06/21BAA Schedule B (Form 990) (2021) 1 1 CENTRAL VALLEY JUSTICE COALITION 81-0761794 N/A Schedule B (Form 990) (2021)Page 4 Name of organization Employer identification number Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a)through (e)and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., Gcontributions of $1,000 or less for the year. (Enter this information once. See instructions.). . . . . . . . . . . . . $ Use duplicate copies of Part III if additional space is needed. (a) No.(b) Purpose of gift (c) Use of gift (d) Description of how gift is heldfrom Part I (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee (a) No.(b) Purpose of gift (c) Use of gift (d) Description of how gift is heldfrom Part I (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee (a) No.(b) Purpose of gift (c) Use of gift (d) Description of how gift is heldfrom Part I (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee (a) No.(b) Purpose of gift (c) Use of gift (d) Description of how gift is heldfrom Part I (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee TEEA0704L 10/06/21 Schedule B (Form 990) (2021)BAA 1 1 CENTRAL VALLEY JUSTICE COALITION 81-0761794 N/A N/A OMB No. 1545-0047Supplemental Information to Form 990 or 990-EZSCHEDULE O (Form 990)Complete to provide information for responses to specific questions on 2021Form 990 or 990-EZ or to provide any additional information. G Attach to Form 990 or Form 990-EZ. Open to PublicDepartment of the Treasury G Go to www.irs.gov/Form990 for the latest information.InspectionInternal Revenue Service Name of the organization Employer identification number TEEA4901L 08/10/21 Schedule O (Form 990) 2021BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. 81-0761794CENTRAL VALLEY JUSTICE COALITION FORM 990, PART VI, LINE 11B - FORM 990 REVIEW PROCESS WHEN THE 990 IS PREPARED, THE EXECUTIVE DIRECTOR GOES THROUGH THE INFORMATION WITH THE PREPARER AND COMMUNICATES WITH THE SUITABLE BOARD OFFICER TO FINALIZE FOR SUBMISSION. FORM 990, PART VI, LINE 19 - OTHER ORGANIZATION DOCUMENTS PUBLICLY AVAILABLE NO OTHER DOCUMENTS AVAILABLE TO THE PUBLIC. TAXABLE YEAR FORMCalifornia Exempt Organization2021 199Annual Information Return Calendar Year 2021 or fiscal year beginning (mm/dd/yyyy), and ending (mm/dd/yyyy). Corporation/Organization name California corporation number Additional information. See instructions.FEIN Street address (suite or room)PMB no. City State Zip code Foreign country name Foreign province/state/county Foreign postal code Did the organization have any changes to its guidelinesIFirst return. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes NoA not reported to the FTB? See instructions. . . . . . . . . . . . . . Yes No@ B Amended return. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No@ J If exempt under R&TC Section 23701d, has theIRC Section 4947(a)(1) trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes NoC organization engaged in political activities? D Final information return?See instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @ Yes No@DissolvedSurrendered (Withdrawn)Merged/Reorganized @Enter date: (mm/dd/yyyy)K Is the organization exempt under R&TC Section 23701g?. . . @ Yes NoCheck accounting method:E If "Yes," enter the gross receipts fromCashAccrualOther123 $nonmember sources . . . . . . . . . . . . . . . . . . . . . @ @ @Federal return filed?990T 990-PF Sch H (990)1 2 3F L Is the organization a limited liability company?. . . . . . . . . . @ Yes NoOther 990 series4 Did the organization file Form 100 or Form 109 to reportM@Is this a group filing? See instructions . . . . . . . . . . . . . . . . . . Yes NoG taxable income?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @ Yes No Is the organization under audit by the IRS or has the IRSN H Is this organization in a group exemption . . . . . . . . . . . . . . . . . . Yes No audited in a prior year?. . . . . . . . . . . . . . . . . . . . . . . . . . . @ Yes NoIf "Yes," what is the parent's name?Is federal Form 1023/1024 pending?. . . . . . . . . . . . . . . . . . . O Yes No Date filed with IRS Complete Part I unless not required to file this form. See General Information B and C.Part I 1Gross sales or receipts from other sources. From Side 2, Part II, line 8. . . . . . . . . . . . . . . . . . . . . @1 2Gross dues and assessments from members and affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @2 Receipts 3Gross contributions, gifts, grants, and similar amounts received. . . . . . . . . . . . . . . . . . . . . . . . . . . . @3and Revenues Total gross receipts for filing requirement test. Add line 1 through line 3.4 4This line must be completed. If the result is less than $50,000, see General Information B. . . @ 5Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @5 66Cost or other basis, and sales expenses of assets sold . . . . . . . @ 7Total costs. Add line 5 and line 6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Total gross income. Subtract line 7 from line 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @8 8 9Total expenses and disbursements. From Side 2, Part II, line 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . @9Expenses 10Excess of receipts over expenses and disbursements. Subtract line 9 from line 8. . . . . . . . . . . . @10 1111Total payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @ 1212Use tax. See General Information K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @ 1313Payments balance. If line 11 is more than line 12, subtract line 12 from line 11 . . . . . . . . . . . . . @ 1414Use tax balance. If line 12 is more than line 11, subtract line 11 from line 12. . . . . . . . . . . . . . . . @Filing Fee 1515Penalties and interest. See General Information J. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 >16Balance due.Add line 12 and line 15. Then subtract line 11 from the result. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true,Sign correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge. Title DateHere Telephone@SignatureGof officer Date PTINCheck if @ Preparer's self-Gsignature employed GPaid Firm's FEIN@Preparer's Firm's nameUse Only (or yours, if Gself-employed) Telephoneand address @ May the FTB discuss this return with the preparer shown above? See instructions . . . . . . . . . . . . . . . . . . . . @ Yes No CACA1112L 01/04/22 3651214 Form 199 2021 Side 1059 CENTRAL VALLEY JUSTICE COALITION 3840275 81-0761794 764 P ST. #020 FRESNO CA 93721 X XX X X X X X X X X X 7,324. SEE SCH. B 211,516. 218,840. 218,840. 263,244. -44,404. 0. PRESIDENT (559) 227-8001 BRENT A. TAYLOR P00812732 TAYLOR & COMPANY, AN ACCOUNTANCY CORPORATION 2136 E POWERS AVE 455602425 FRESNO, CA 93720 559-940-4576 X Organizations with gross receipts of more than $50,000 and private foundationsPart II regardless of amount of gross receipts ' complete Part II or furnish substitute information. 1Gross sales or receipts from all business activities. See instructions. . . . . . . . . . . . . . . . . . . . . . . . . @1 2Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @2 3Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @3Receipts 4Gross rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @4from Other 5Gross royalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @5Sources 6Gross amount received from sale of assets (See instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @6 7Other income. Attach schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @7 8Total gross sales or receipts from other sources. Add line 1 through line 7. Enter here and on Side 1, Part I, line 1 . . . . . . 8 Contributions, gifts, grants, and similar amounts paid. Attach schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @9 9 Disbursements to or for members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @ 1010 Compensation of officers, directors, and trustees. Attach schedule . . . . . . . . . . . . . . . . . . . . . . . . . . @ 1111 Other salaries and wages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @12 12 Expenses Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @ 1313and Disburse-Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @ 1414 ments Rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @ 1515 Depreciation and depletion (See instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @16 16 17Other expenses and disbursements. Attach schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . @17 18Total expenses and disbursements. Add line 9 through line 17. Enter here and on Side 1, Part I, line 9 . . . . . . . . . . . . . . . 18 Balance Sheet Beginning of taxable year End of taxable yearSchedule L (a)(b)(c)(d)Assets @Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 @Net accounts receivable . . . . . . . . . . . . . . . . . . . . . . . 2 @Net notes receivable. . . . . . . . . . . . . . . . . . . . . . . . . . 3 @Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 @Federal and state government obligations . . . . . . . . . . 5 @Investments in other bonds. . . . . . . . . . . . . . . . . . . . . 6 @Investments in stock . . . . . . . . . . . . . . . . . . . . . . . . . 7 @Mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 @Other investments. Attach schedule. . . . . . . . . . . . . . . 9 10 a Depreciable assets. . . . . . . . . . . . . . . . . . . . . . . . . . . b Less accumulated depreciation. . . . . . . . . . . . . . . . . . @Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 @Other assets. Attach schedule. . . . . . . . . . . . . . . . . . . 12 13 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities and net worth @Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 @Contributions, gifts, or grants payable. . . . . . . . . . . . . 15 @Bonds and notes payable . . . . . . . . . . . . . . . . . . . . . . 16 @Mortgages payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Other liabilities. Attach schedule. . . . . . . . . . . . . . . . . 18 @Capital stock or principal fund . . . . . . . . . . . . . . . . . . 19 @Paid-in or capital surplus. Attach reconciliation. . . . . . 20 @Retained earnings or income fund. . . . . . . . . . . . . . . . 21 Total liabilities and net worth . . . . . . . . . . . . . . . . . 22 Reconciliation of income per books with income per returnSchedule M-1 Do not complete this schedule if the amount on Schedule L, line 13, column (d), is less than $50,000. @Net income per books. . . . . . . . . . . . . . . . . . . . . . . . Income recorded on books this year not included17 @ @Federal income tax. . . . . . . . . . . . . . . . . . . . . . . . . . in this return. Attach schedule. . . . . . . . . . . . . 2 @ Deductions in this return not charged8Excess of capital losses over capital gains. . . . . . . . . 3 against book income this year.Income not recorded on books this year.4 @ @Attach schedule . . . . . . . . . . . . . . . . . . . . . . . Attach schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total. Add line 7 and line 8. . . . . . . . . . . . . . . 9Expenses recorded on books this year not deducted5 @ 10 Net income per return.in this return. Attach schedule . . . . . . . . . . . . . . . . . Subtract line 9 from line 6. . . . . . . . . . Total. Add line 1 through line 5. . . . . . . . . . . . . . . . . 6 CACA1112L 01/04/223652214Side 2 Form 199 2021 059 CENTRAL VALLEY JUSTICE COALITION 81-0761794 7,324. 7,324. 113,774. 50,302. 6,455. 92,713. 263,244. 133,823.62,089. 133,823.62,089. 27,330. 106,493.62,089. 133,823.62,089. -44,404. -44,404.-44,404. SEE STATEMENT 1 SEE STMT 2 SEE STATEMENT 3 OMB No. 1545-0047Schedule B Schedule of Contributors(Form 990)2021G Attach to Form 990 or Form 990-PF.Department of the Treasury Internal Revenue Service G Go to www.irs.gov/Form990 for the latest information. Name of the organization Employer identification number Organization type (check one): Filers of:Section: Form 990 or 990-EZ 501(c)()(enter number) organization 4947(a)(1) nonexempt charitable trust not treated as a private foundation 527 political organization Form 990-PF 501(c)(3) exempt private foundation 4947(a)(1) nonexempt charitable trust treated as a private foundation 501(c)(3) taxable private foundation Check if your organization is covered by the General Rule or a Special Rule. Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions. General Rule For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions. Special Rules For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33-1/3% support test of the regulations under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000; or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h; or (ii) Form 990-EZ, line 1. Complete Parts I and II. For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor, during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I (entering 'N/A' in column (b) instead of the contributor name and address), II, and III. For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor, during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions $totaling $5,000 or more during the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990), but it must answer 'No' on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ or on its Form 990-PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990). Schedule B (Form 990) (2021)BAA For Paperwork Reduction Act Notice, see the instructions for Form 990, 990-EZ, or 990-PF. TEEA0701L 10/06/21 CALIFORNIA COPY CENTRAL VALLEY JUSTICE COALITION 81-0761794 X 3 X Page 2Schedule B (Form 990) (2021) Name of organization Employer identification number Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) TEEA0702L 10/06/21BAA Schedule B (Form 990) (2021) 1 2 CENTRAL VALLEY JUSTICE COALITION 81-0761794 X1THE WELL COMMUNITY CHURCH 2044 E NEES AVE 11,000. FRESNO, CA 93720-0233 X2TRUE ORGANIC PRODUCTS, INC PO BOX 7192 42,000. SPRECKLES, CA 93962-7151 X3BRENNAN AND BETHANY OKUSAKO 922 MALLARD COURT 5,745. LINCOLN, CA 95648-2466 X4RIVER VALLEY CHURCH 2555 E PERRIN AVE, #106 10,005. FRESNO, CA 93720-5200 X5FIRST ARMENIAN PRESBYTERIAN CHURCH 430 S FIRST ST 10,737. FRESNO, CA 93702-1056 X6GARY & TOMMY WARNER 8766 E. LOS ALTOS 6,995. CLOVIS, CA 93619-8007 Page 2Schedule B (Form 990) (2021) Name of organization Employer identification number Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $Noncash (Complete Part II for noncash contributions.) TEEA0702L 10/06/21BAA Schedule B (Form 990) (2021) 2 2 CENTRAL VALLEY JUSTICE COALITION 81-0761794 X7INSURANCE INDUSTRY CHARITABLE FOUND 1999 AVE. OF THE STARS, #1100 5,000. LOS ANGELES, CA 90067-4605 X8WAYNE & JULIE SMITH 1835 SAN LEANNA DR 5,000. ALLEN, TX 75013-4741 Page 3Schedule B (Form 990) (2021) Name of organization Employer identification number Part II Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed. (a) No.(b)(c)(d) from Description of noncash property given FMV (or estimate)Date received Part I (See instructions.) $ (a) No.(b)(c)(d) from Description of noncash property given FMV (or estimate)Date received Part I (See instructions.) $ (a) No.(b)(c)(d) from Description of noncash property given FMV (or estimate)Date received Part I (See instructions.) $ (a) No.(b)(c)(d) from Description of noncash property given FMV (or estimate)Date received Part I (See instructions.) $ (a) No.(b)(c)(d) from Description of noncash property given FMV (or estimate)Date received Part I (See instructions.) $ (a) No.(b)(c)(d) from Description of noncash property given FMV (or estimate)Date received Part I (See instructions.) $ TEEA0703L 10/06/21BAA Schedule B (Form 990) (2021) 1 1 CENTRAL VALLEY JUSTICE COALITION 81-0761794 N/A Schedule B (Form 990) (2021)Page 4 Name of organization Employer identification number Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a)through (e)and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., Gcontributions of $1,000 or less for the year. (Enter this information once. See instructions.). . . . . . . . . . . . . $ Use duplicate copies of Part III if additional space is needed. (a) No.(b) Purpose of gift (c) Use of gift (d) Description of how gift is heldfrom Part I (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee (a) No.(b) Purpose of gift (c) Use of gift (d) Description of how gift is heldfrom Part I (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee (a) No.(b) Purpose of gift (c) Use of gift (d) Description of how gift is heldfrom Part I (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee (a) No.(b) Purpose of gift (c) Use of gift (d) Description of how gift is heldfrom Part I (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee TEEA0704L 10/06/21 Schedule B (Form 990) (2021)BAA 1 1 CENTRAL VALLEY JUSTICE COALITION 81-0761794 N/A N/A 2021 CALIFORNIA STATEMENTS PAGE 1 CENTRAL VALLEY JUSTICE COALITION 81-0761794 STATEMENT 1 FORM 199, PART II, LINE 7 OTHER INCOME MISC INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $211. PROGRAM SERVICE REVENUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,113. TOTAL $7,324. STATEMENT 2 FORM 199, PART II, LINE 11 COMPENSATION OF OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES CURRENT OFFICERS: TITLE AND TOTAL CONTRI- EXPENSE AVERAGE HOURS COMPEN- BUTION TO ACCOUNT/ NAME AND ADDRESS PER WEEK DEVOTED SATION EBP & DC OTHER RYAN TOWNSEND EXECUTIVE DIR.$58,419.$0.$0. 9262 N WINERY AVE 40.00 FRESNO, CA 93720 IVY HUFF PRESIDENT 0.0.0. 764 P ST. #020 0 , AVERY CULBERTSON SECRETARY 0.0.0. 764 P ST. #020 0 , TREVOR BARBEAU TREASURER 0.0.0. 764 P ST. #020 0 , ARIEN GARCIA PROGRAM MANAGER 34,522.0.0. 764 P ST. #020 40.00 , YVONNE ROMERO BOARD MEMBER 0.0.0. 764 P ST. #020 0 , LAURAN BETHELL BOARD MEMBER 0.0.0. 764 P ST. #020 0 , DAN CARTER DIRECTOR 20,833.0.0. 764 P ST. #020 30.00 , TOTAL $113,774.$0.$0. 2021 CALIFORNIA STATEMENTS PAGE 2 CENTRAL VALLEY JUSTICE COALITION 81-0761794 STATEMENT 3 FORM 199, PART II, LINE 17 OTHER EXPENSES ACCOUNTING FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,211. ADVERTISING AND PROMOTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,804. CONFERENCES, CONVENTIONS, AND MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,313. INFORMATION TECHNOLOGY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,102. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,113. MISC EXPENSES NOT LISTED ABOVE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,135. OFFICE EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,449. OTHER EMPLOYEE BENEFIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,428. OTHER FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,525. TRAVEL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,633. TOTAL $92,713. 059 Date Accepted DO NOT MAIL THIS FORM TO THE FTB TAXABLE YEAR FORMCalifornia e-file Return Authorization for 2021 8453-EOExempt Organizations Exempt Organization name Identifying number Part I Electronic Return Information (whole dollars only) 1 Total gross receipts (Form 199, line 4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 Total gross income (Form 199, line 8). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3 Total expenses and disbursements (Form 199, line 9). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Part II Settle Your Account Electronically for Taxable Year 2021 4 Electronic funds withdrawal 4a Amount 4b Withdrawal date (mm/dd/yyyy) Part III Banking Information (Have you verified the exempt organization's banking information?) 5 Routing number 6 Account number Type of account:Checking Savings7 Part IV Declaration of Officer I authorize the exempt organization's account to be settled as designated in Part II. If I check Part II, box 4, I authorize an electronic funds withdrawal for the amount listed on line 4a. Under penalties of perjury, I declare that I am an officer of the above exempt organization and that the information I provided to my electronic return originator (ERO), transmitter, or intermediate service provider and the amounts in Part I above agree with the amounts on the corresponding lines of the exempt organization's 2021 California electronic return. To the best of my knowledge and belief, the exempt organization's return is true, correct, and complete. If the exempt organization is filing a balance due return, I understand that if the Franchise Tax Board (FTB) does not receive full and timely payment of the exempt organization's fee liability, the exempt organization will remain liable for the fee liability and all applicable interest and penalties. I authorize the exempt organization return and accompanying schedules and statements be transmitted to the FTB by the ERO, transmitter, or intermediate service provider. If the processing of the exempt organization's return or refund is delayed, I authorize the FTB to disclose to the ERO or intermediate service provider the reason(s) for the delay. A ASign Signature of officer Date TitleHere Part V Declaration of Electronic Return Originator (ERO) and Paid Preparer. See instructions. I declare that I have reviewed the above exempt organization's return and that the entries on form FTB 8453-EO are complete and correct to the best of my knowledge. (If I am only an intermediate service provider, I understand that I am not responsible for reviewing the exempt organization's return. I declare, however, that form FTB 8453-EO accurately reflects the data on the return.) I have obtained the organization officer's signature on form FTB 8453-EO before transmitting this return to the FTB; I have provided the organization officer with a copy of all forms and information that I will file with the FTB, and I have followed all other requirements described in FTB Pub. 1345, 2021 Handbook for Authorized e-file Providers. I will keep form FTB 8453-EO on file for four years from the due date of the return or four years from the date the exempt organization return is filed, whichever is later, and I will make a copy available to the FTB upon request. If I am also the paid preparer, under penalties of perjury, I declare that I have examined the above exempt organization's return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. I make this declaration based on all information of which I have knowledge. Date ERO's PTINCheck if Check if ERO's also paid self-Asignature preparer employedEROFirm's FEIN Firm's name (or yoursMustif self-employed)ASignand address ZIP code Under penalties of perjury, I declare that I have examined the above organization's return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. I make this declaration based on all information of which I have knowledge. Date Paid preparer's PTINPaid Check ifpreparer's A self-employedsignaturePaid Preparer Firm's FEIN Firm's nameMust A(or yours if self-Sign employed) and ZIP codeaddress FTB 8453-EO 2021 CAEA7001L 12/06/21 CENTRAL VALLEY JUSTICE COALITION 81-0761794 218,840. 218,840. 263,244. PRESIDENT XBRENT A. TAYLOR P00812732 TAYLOR & COMPANY, AN ACCOUNTANCY CORPORATION 2136 E POWERS AVE 455602425 FRESNO CA 93720 Board of Directors January 2023 Ivy Huff, Chair Trevor Barbeau, Treasurer Avery Culbertson, Secretary Lois Hansen Lauran Bethell 1 BY LAWS Central Valley Justice Coalition, Inc. ARTICLE I The name of the corporation shall be Central Valley Justice Coalition ARTICLE II Office. Section 1. PRINCIPAL OFFICE. The principal office for the transaction of the business of the corporation is located at Fresno County, California. The Directors may change the principal office from one location to another. Any change of this location shall be noted by the Secretary on a writing to be attached to these By-Laws, or this Section may be amended to state the new location. Section 2. OTHER OFFICES. The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business. ARTICLE III. Objectives and Purposes. Section 1. GENERAL OBJECTIVES. The objectives of this corporation shall be to receive gifts of money and property, to maintain and manage same, and to provide a program/ facility for and/or assist in partnering with the church and community to prevent human trafficking and to do all things related to, incidental, to, or in furtherance of the above. Section 2. LIMITATION ON ACTIVITIES. The foregoing notwithstanding, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal tax under section 501 (c) (3) of the Internal Revenue Code or (b) by a corporation contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code. ARTICLE V Nonpartisan Activities. This corporation has been formed under the California Non-profit Public Benefit Corporation Law for the public purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate in intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote. The corporation shall not engage in any activities or exercise any powers that are not in furtherance of the purposes described above 2 ARTICLE V. Dedication of Assets. The properties and assets of this nonprofit public benefit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any Member or Director of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable purposes and which is qualified as such under Internal Revenue Code section 501(c)(3). ARTICLE VI. Membership. Section 1. MEMBERS. The corporation shall have no Members. Any action which would otherwise require approval by a majority of all Members or approval by the Members shall require only approval of the Board. All rights which would otherwise vest in the Members shall vest in the Directors. Section 2. ASSOCIATES. Nothing in this Article shall be construed as limiting the right of the corporation to refer to persons associated with it as "Members" even though such persons are not Members, and no such reference shall constitute anyone a Member within the meaning of section 5056 of the California Nonprofit Corporation Law. The corporation may confer by amendment of its Articles or of these Bylaws some or all of the rights of a Member, as set forth in the California Nonprofit Corporation Law, upon any person or persons who do not have the right to vote for the election of Directors or on a disposition of substantially all of the assets of the corporation or on a merger or on a dissolution or on changes to the corporation's Articles or Bylaws, but no such person shall be a Member within the meaning of said section 5056. ARTICLE VII. Directors. Section 1. POWERS. Subject to limitations of the Articles and these Bylaws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the corporation to any person or person, a management company, or committees however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws: (a) To select and remove all the other Officers, agents, and employees of the corporation, prescribe powers and duties for them as may not be inconsistent with law, the Articles, or these Bylaws, fix their compensation, and require from them security for faithful service. (b) To conduct, manage, and control the affairs and activities of the corporation and to make such rules and regulations therefor not inconsistent with law, the Articles, or these Bylaws, as they may deem best. (c) To adopt, make, and use a corporate seal and to alter the form of such seal from time to time as they may deem best. (d) To borrow money and incur indebtedness for the purposes of the corporation, and, to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor. 3 (e) To carry on a business at a profit and apply any profit that results from the business activity to any activity in which the corporation may lawfully engage. Section 2. NUMBER OF DIRECTORS. The authorized number of Directors shall be a minimum of three and a maximum of fifteen. Section 3. SELECTION AND TERM OF OFFICE. Directors of this corporation shall be elected at each annual meeting of the Board of Directors. Each Director shall be elected to serve for a term of three (3) years and until a successor is elected and qualified. For purposes of transition, the initial Board shall determine which Board Members shall have a term of one (1) year, two (2) years and three (3) years. Any Director whose term is expiring may be reelected. For the Initial Board, year 2016, each Board Member will serve a term of one (1) year. Subsequent terms will be three (3) years. Section 4. VACANCIES. Subject to the provisions of section 5226 of the California Nonprofit Public Benefit Law, any Director may resign effective upon giving written notice to the President, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective. Section 5. PLACE OF MEETING. Meetings of the Board shall be held at any place within or without the State of California which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal office of the corporation. Section 6. ANNUAL MEETINGS. The Board shall hold an annual meeting for the purpose of organization, selection of officers, and the transaction of other business. Section 7. REGULAR MEETINGS. Regular meetings of the Board shall be held without call or notice on such dates and at such times as may be fixed by the Board. Section 8. SPECIAL MEETINGS. Special meetings of the Board for any purpose or purposes may be called at any time by the President, the Vice President, the Secretary or any two Directors. Special meetings of the Board shall be held upon four days' notice by first-class mail or 24 hours' notice given personally or by telephone, e-mail, or other similar means of communication. Any such notice shall be addressed or delivered to each Director at such Director's address as it is shown upon the records of the corporation or as may have been given to the corporation by the Director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. Section 9. QUORUM. A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except to adjourn as provided in Section 12 of this Article. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles, except as provided in the next sentence. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting. 4 Section 10. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Section 11. WAIVER OF NOTICE. Notice of meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Section 12. ADJOURNMENT. A majority of the Directors present, whether or not a quorum is present, may adjourn any Directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 48 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board. Section 14. RIGHTS OF INSPECTION. Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation of which such person is a Director. Section 15. COMMITTEES. The Board may appoint one or more committees, each consisting of one or more Directors, and delegate to such committees any of the authority of the Board except with respect to: (a) The- approval of any action for which the California Nonprofit Public Benefit Corporation Law requires approval of the members or the Directors; (b) The filling of vacancies on the Board; (c) The fixing of compensation of the Directors; (d) The amendment or repeal of Bylaws or the adoption of new Bylaws; (e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; (f) The appointment of other committees of the Board or the members thereof; (g) The expenditure of corporate funds; or (h) The approval of any self-dealing transaction, as such transactions are defined in section 5233(a) of the California Nonprofit Public Benefit Corporation Law. Any such committee must be created, and the members thereof appointed, by resolution adopted by a majority of the authorized number of Directors then in office, and any such committee may be designated an Executive Committee or by such other name as the Board shall specify. The Board may appoint, in the same manner, alternate members of any committee who may replace any absent member at any meeting of the committee. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee. 5 Section 16. FEES AND COMPENSATION. Directors and members of committees shall receive no compensation other than as specifically authorized by the Board; provided, however, that such persons shall be entitled to reimbursement of reasonable out-of-pocket expenses approved by the Board. Section 17. RESTRICTION REGARDING INTERESTED DIRECTORS. Notwithstanding any other provisions of these Bylaws, not more than 35 percent of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons," means either: (a) Any person currently being compensated by the corporation for services rendered to it within the previous 12 months, whether as a full- or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or (b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person. ARTICLE VIII. Officers. Section 1. OFFICERS. The Officers of the corporation shall be a President, a Secretary, and a Treasurer. The corporation may also have, at the discretion of the Board, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article. Any number of offices may be held by the same person except as provided in the Articles or in these Bylaws and except that neither the Secretary nor the Treasurer may serve concurrently as the President or Chairman of the Board. Section 2. ELECTION. The Officers of the corporation shall be elected by the Board of Directors. Section 3. SUBORDINATE OFFICERS. The Board may elect, and may empower the President to appoint, such other Officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine. Section 4. REMOVAL AND RESIGNATION. Any Officer may be removed at any time, either with or without cause, by the Board or by any Officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the Officer under any contract of employment of the Officer. Any Officer may resign at any time by giving written notice to the corporation, but without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by appointment or election by the Board of Directors. Section 6. PRESIDENT. The President is the General Manager and Chief Executive Officer of the corporation and has, subject to the control of the Board, general supervision, direction, and control of the business and officers of the corporation. The President shall preside at all meetings of the Board. The President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers and duties as may be prescribed by the Board. Section 7. VICE PRESIDENT. In the absence or disability of the President, the Vice President shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board. Section 8. SECRETARY. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a Book of Minutes of all meetings of the Board and its committees, 6 with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office in the State of California the original or a copy of the corporation's Article and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board. Section 9. TREASURER. The Treasurer is the Chief Financial Officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation. The books of account shall at all times be open to inspection by any Director. The Treasurer shall deposit any monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and the Directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board. ARTICLE IX. Other Provisions. Section 1. ENDORSEMENT OF DOCUMENTS; CONTRACTS. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof executed or entered into between the corporation and any other person, when signed by the President or the Vice President, and by the Secretary or the Assistant Secretary of the corporation, shall be valid and binding on the corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board and, unless so authorized by the Board, no Officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount. Section 2. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the interpretation of the terms and provisions set forth in these By-laws. CERTIFICATE OF INITIAL INCORPORATOR I, the undersigned, certify that I am the initial Incorporator of Central Valley Justice Coalition, Inc., a California nonprofit corporation, and the above Bylaws are the Bylaws of this corporation as approved by me on the December 8, 2015. Ryan Townsend Incorporator Financial Policy 2023 Central Valley Justice Coalition (CVJC) Financial and Control Policies Philosophy The purpose of financial management in the operation of all CVJC activities is to fulfill the organization’s mission in the most effective and efficient manner and to remain accountable to stakeholders, including clients, partners, funders, employees, and the community. In order to accomplish this, CVJC commits to providing accurate and complete financial data for internal and external use by the Executive Director and the Board of Directors. Authority The Board of Directors is ultimately responsible for the financial management of all activities. The Treasurer is authorized to act on the Board’s behalf on financial matters when action is required in advance of a meeting of the Board of Directors. • The Executive Director is responsible for the day-today financial management of the organization. The Board authorizes the Executive Director to hire and supervise staff and independent consultants, pay bills, receive funds, and maintain bank accounts. • The Executive Director is authorized to sign checks up to $2,500. Checks for amounts greater than $2,500 shall require the signature of the Treasurer or Board Chair. • The Executive Director is authorized to enter into contracts for activities that have been approved by the Board as a part of budgets or plans. The Board of Directors must authorize any contracts outside of these parameters and all contracts with a financial value greater than $15,000. • The Executive Director is authorized to manage expenses within the parameters of the over- all approved budget, reporting to the Finance Committee on variances and the reason for these variances. • The Board of Directors must approve any use of the board designated cash reserve fund. Responsibilities The Executive Director shall: • Account for donor restricted and board designated funds separately from general operating funds, and clearly define the restrictions applicable to these funds. • Report the financial results of CVJC operations according to the schedule established by the Finance Committee, but at least quarterly. • Pay all obligations and file required reports in a timely manner. • Make no contractual commitment for bank loans, corporate credit cards, or for real estate leases or purchases without specific approval of the Board. • Limit vendor credit accounts to prudent and necessary levels. • Obtain competitive bids for items or services costing in excess of $5,000 per unit. Selection will be based on cost, service, and other elements of the contract. CVJC may award the bid to any provider and is not required to accept the lowest cost proposal The Board of Directors shall: • Review financial reports at each board meeting. • Provide adequate training to members to enable each member to fulfill his or her financial oversight role. Central Valley Justice Coalition | 764 P. Street, Suite 020 Fresno, CA 93721 | 559.725.1865 | www.justiceco.org 3333 East American Avenue, Building 701, Suite E / Fresno, California 93725 Telephone (559) 600-6155 / Fax (559) 600-1570 Equal Opportunity Employer January 26, 2023 City of Fresno Planning and Development Department Attn: Housing and Community Development Division 2600 Fresno Street Room 3065 Fresno CA 93721 Dear Fresno Planning and Development Team, The purpose of this letter is to express my support of the Central Valley Justice Coalition (CVJC) as they apply for Community Development Block Grant funding. I am the Chief Defense Attorney in the Fresno County Public Defender’s Office that currently oversees the Juvenile Division. My experience with CVJC stems from my direct work with them on cases in my role as Minor’s Counsel, as well as in their involvement with our Human Trafficking Court. In my experience working with CVJC, I know them to be effective and reliable. I have witnessed the impact of their education and advocacy in the community. On an individual case management level, I have observed CVJC support and educate youth, transport youth to appointments and court hearings, assist with school enrollment, and cultivate relationships with youth and families that surpass the youth’s system involvement. Candidly, I have observed the CVJC advocates to be the most consistent, reliable, and collaborative in our Human Trafficking Court. In addition to the positive impact on the youth themselves, CVJC provides critical education and expertise to the Human Trafficking Court Stakeholders and community partners. Their input is greatly relied upon by all agency partners to ensure that practices utilized in Unity Court are trauma-informed and appropriate for the population served. In sum, I fully support the efforts of CVJC to seek external funding to increase capacity to serve these vulnerable populations. Expertise in anti-trafficking is critical to serve our justice involved youth and families and is lacking in our community. CVJC’s experience and reliability in serving this population make them well equipped for this work, and well deserving of this funding to extend and broaden their positive community impact. Best, JoAnna C. Edwards Chief Defense Attorney – Juvenile Division Direct Phone: (559) 600-1560 jedwards@fresnocountyca.gov 2/3/23, 12:59 PM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/1/2 Central Valley Justice Coalition EIN: 81-0761794 | Fresno, California, United States Publication 78 Data Organizations eligible to receive tax-deductible charitable contributions. Users may rely on this list in determining deductibility of their contributions. On Publication 78 Data List: Yes Deductibility Code: PC Determination Letter A favorable determination letter is issued by the IRS if an organization meets the requirements for tax-exempt status under the Code section the organization applied. Final Letter(s) FinalLetter_81-0761794_CENTRALVALLEYJUSTICECOALITION_12162015.tif [https://apps.irs.gov/pub/epostcard/dl/FinalLetter_81- 0761794_CENTRALVALLEYJUSTICECOALITION_12162015.tif] Copies of Returns (990, 990-EZ, 990-PF, 990- T) Electronic copies (images) of Forms 990, 990-EZ, 990-PF or 990-T returns filed with the IRS by charities and non-profits. Tax Year 2019 Form 990 Tax Year 2018 Form 990EZ 2/3/23, 12:59 PM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/2/2 Tax Year 2017 Form 990EZ Tax Year 2016 Form 990EZ Gracebound, Inc. 2/3/23, 12:59 PM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/1/2 Gracebound Inc. EIN: 87-1283419 | Fresno, California, United States Other Names GRACEBOUND INC Publication 78 Data Organizations eligible to receive tax-deductible charitable contributions. Users may rely on this list in determining deductibility of their contributions. On Publication 78 Data List: Yes Deductibility Code: PC Determination Letter A favorable determination letter is issued by the IRS if an organization meets the requirements for tax-exempt status under the Code section the organization applied. Final Letter(s) FinalLetter_87-1283419_GRACEBOUNDINC_06252021_00.tif [https://apps.irs.gov/pub/epostcard/dl/FinalLetter_87- 1283419_GRACEBOUNDINC_06252021_00.tif] Form 990-N (e-Postcard) Organizations who have filed a 990-N (e-Postcard) annual electronic notice. Most small organizations that receive less than $50,000 fall into this category. Tax Period: 2021 (01/01/2021-12/31/2021) EIN: 87-1283419 2/3/23, 12:59 PM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/2/2 Organization Name (Doing Business as): GRACEBOUND INC Mailing Address: PO Box 3193 Clovis, CA 93613 United States Principal Officer's Name and Address: Cristina Scott PO Box 3193 Clovis, CA 93613 United States Gross receipts not greater than: $50,000 Organization has terminated: No Website URL: Live Again Fresno 2/6/23, 8:17 AM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/1/3 Live Again Fresno Ministries EIN: 46-4075241 | Fresno, California, United States Other Names LIVE AGAIN FRESNO Publication 78 Data Organizations eligible to receive tax-deductible charitable contributions. Users may rely on this list in determining deductibility of their contributions. On Publication 78 Data List: Yes Deductibility Code: PC Determination Letter A favorable determination letter is issued by the IRS if an organization meets the requirements for tax-exempt status under the Code section the organization applied. Final Letter(s) FinalLetter_46-4075241_LIVEAGAINFRESNOMINISTRIES_12052013_01.tif [https://apps.irs.gov/pub/epostcard/dl/FinalLetter_46- 4075241_LIVEAGAINFRESNOMINISTRIES_12052013_01.tif] Form 990-N (e-Postcard) Organizations who have filed a 990-N (e-Postcard) annual electronic notice. Most small organizations that receive less than $50,000 fall into this category. Tax Period: 2014 (01/01/2014-12/31/2014) EIN: 46-4075241 2/6/23, 8:17 AM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/2/3 Organization Name (Doing Business as): LIVE AGAIN FRESNO MINISTRIES Mailing Address: 161 N Van Ness Fresno, CA 93701 United States Principal Officer's Name and Address: Richard Burrell 161 N Van Ness Fresno, CA 93701 United States Gross receipts not greater than: $50,000 Organization has terminated: No Website URL: liveagainfresno.com Copies of Returns (990, 990-EZ, 990-PF, 990- T) Electronic copies (images) of Forms 990, 990-EZ, 990-PF or 990-T returns filed with the IRS by charities and non-profits. Tax Year 2019 Form 990 Tax Year 2018 Form 990 Tax Year 2017 Form 990EZ Tax Year 2016 Form 990EZ 2/6/23, 8:17 AM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/3/3 Marjaree Mason Center PY 2023-2024 CONSOLIDATED NOFA PART A – COVER PAGE: NON-PROFIT ORGANIZATION1 Part A, Section 1: General Information Legal Name of the Organization:Fictitious Name (if applicable): Marjaree Mason Center, Inc.MMC DUNS Number of Organization:Federal Tax ID Number: 173284605 94-1156639 Date of Incorporation:Date of 501(c)(3) Determination: 1998 1999 Mailing Address of Organization:Organization Website Address: 1600 M Street, Fresno, CA 93721 www.mmcenter.org Name of President (or Chair of the Board):E-mail Address: Bonnie Her bonnie@gmail.com Name of Chief Executive or Executive Director:E-mail Address: Nicole Linder nicole@mmcenter.org Name of the Secretary:E-mail Address: Michael Carr michael.b.carr@ABC.com Name of Treasurer (or Chief Financial Officer):E-mail Address: Marcus Martin marcus@mmcenter.org Principal Contact Person:Principal Contact’s Title: Principal Contact’s Physical Address (Street Address, Suite, City, State, ZIP): Nicole Linder Executive Director 1600 M Street Fresno, CA 93721 Primary Phone #:Alternative Phone #:E-mail Address: 559-487-1316 559-237-4706 nicole@mmcenter.org Name of Authorized Signatory:Title of Authorized Signatory: Nicole Linder Executive Director Signature of Authorized Official: Date of Signature: 1 This document is for non-profit organizations. Units of local government, please complete Part A: Unit of Government Information 01/27/2023 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 2 of 6 Part A, Section 2: Mission Statement Please provide the organization’s mission statement within the below space: Marjaree Mason Center's mission is to support and empower adults and their children affected by domestic violence while striving to prevent and end the cycle of abuse through education and advocacy. Part A, Section 3: Organizational Capacity and Management Please provide key personnel information for HUD-funded projects: Staff Name Title Years of Experience 1)Nicole Linder Executive Director 7 2)Leticia Campos Deputy Director 14 3)Marcus Martin Director of Finance 19 4)Laura Lopez Residential Services Manager 17 5)Aryssa Alvidrez Crisis Response Manager 1 Board of Directors How often does your Board of Directors regularly meet? Monthly List current Board of Directors below: 6)Giatri Dave 7)Jose Garza 8)Casey Gray 9)Demetria Miller 1) Bonnie Her 2) Kerri Horn 3) Lauren Garabedian Ruff 4) Michael Carr 5) Mindy Casto 10)Carla Milton PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 3 of 6 Financial Management 1)Has an audit been performed on the proposing organization’s accounting procedures within the last two years? Yes No If yes, name of auditor:Moss Adams 2)Is the agency audited every year? Yes No 3)Were any management letters issued as a result of the last audit? If yes, explain. Yes, MMC had one finding in the most recent audit completed in December 2022. This finding was for "failure to perform an appropriate form of competition in their procurement process if purchases are within the small purchase threshold." MMC is required to obtain at least two bids on purchases for items over a specific threshold. While MMC did obtain the appropriate number of bids prior to purchase, we did not properly retain the second bid documentation for future reference. As recommended by the auditor, this finding has been resolved through the creation and implementation internal controls for document retetion and assesment that will ensure this does not happen with future procurements. 4)Provide the name of staff responsible for your agency’s accounting system Name:Marcus Martin Title:Director of Finance Phone/Email:559-487-1304/marcus@mmcenter.org Authorized Signatories If your organization is selected for funding, signatures from persons bearing titles from each of the two lines below will be required by your organization. 1. Board Chair, President, or Vice President 2. Treasurer, Secretary, or Assistant Secretary If you will be unable to provide the two requested signatures or intend to otherwise deviate from the standard signature authority, please indicate the names and titles of the authorized signatories below and provide the names and titles of the person(s) authorized to execute agreements on behalf of your organization in your board- certified resolution. Authorized Signatory Name Authorized Signatory Title 1) Bonnie Her Board President 2) Michael Carr Board Secretary Board Resolution providing for the signature authority of persons to sign agreements on behalf of the entity is attached (required before a subrecipient agreement will be executed). PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 4 of 6 To view the City’s policy regarding signature authority, including a sample signature page and sample certification, view Administrative Order 4-1 at: https://www.fresno.gov/personnel/human-resources-support/#tab-2 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 5 of 6 Part A, Section 4: Summary of Attached Applications: Provide number and total dollar amount of applications by Application Type ➢Homeless and Homelessness Prevention Programs Number of Applications Total Dollar Amount Requested 1 $ ➢Owner-Occupied Home Repair Number of Applications Total Dollar Amount Requested $ ➢Public and Community Services Number of Applications Total Dollar Amount Requested 1 $ ➢Fair Housing Number of Applications Total Dollar Amount Requested $ = GRAND TOTAL Number of Applications 2 Total Dollar Amount Requested $ 305,847 203,206 102,641 PY23-24 City of Fresno Consolidated NOFA Part A Non-Profit Organization Page 6 of 6 Required Attachments to Part A Select all attachments included. Part A, Exhibit 1 – Organization’s U.S. Internal Revenue Service 501(c)(3) Determination of Exemption Letter (Required) Part A, Exhibit 2 – Organization’s Articles of Incorporation (Required) Part A, Exhibit 3 – Bylaws of the Organization (Required) Part A, Exhibit 4 – Statement and Designation by Foreign Corporation (when location of incorporation was outside of California) (Required of Out-of-State Corporations only) Part A, Exhibit 5 – List of Directors and Officers by Corporate Title and Name (Required) Part A, Exhibit 6 – Most Recent Audited Financial Statement (an IRS 990, Return of Organization Exempt from Income Tax, may be submitted in lieu of an audit whenever the organization lacks an audit due it not exceeding California and Federal audit thresholds). Part A, Exhibit 7 – Indirect Cost Rate Agreement with Federal Cognizant Agency (Required if applicant seeks to charge an indirect cost rate greater than 10 percent of modified total direct costs) Part A, Exhibit 8 – Resolution of the Board of the Directors Authorizing the Application and Naming the Persons Authorized to Sign the Application (Required; the Resolution must be submitted to the City by 4:00 PM, Friday, March 18, 2022) Internal Revenue service )istrict Director Date: tlAR 2 5 1999 ( Department of the Treasury P.o. Box 2508Cincinnati, OH 45201 Person to contact: Dottie Downing #31-02736 -------------------------�1cmrt:omer Ser vice Specialist Marjaree Mason Center, 1600 M street Fresno, CA 93721-1122 Dear Sir or Madam: Inc. Telephone Number: 877-829-5500Fax Number:513-684-5936Federal Identification Number:94-1156639 This letter is in resp onse to your Certificate of Amendment filed November 4, 1998, changing your name from Young Women's Christian Association of Fresno to the name shown above. In December 10, 1942, we issued a determination letter that recognized your organization as exempt from federal income tax under section 101(6) of the Internal Revenue Code of 1939 (now section 50l(c)(3) of the Internal Revenue Code of 1986). That determination le tter is still in effect. e classified your organization as a publicly supported organization, and not a private foundation, because it is described in section 509(A)(2) of the Code. This classification was based on the assumption that your organization's operations would continue as stated in the application. If your organization's purposes, character, method of operations, or sources of support have changed, please let us know so we can consider the effect of the change on the organization's exe�pt status and foundation status. Your organization is required to file Form 990, Return of Organization Exempt from Income Tax, only if its gross receipts each year are normally more than $25,000. If a return is required, it must be filed by the 15th day of the fifth month after the end of the organization•� annual accounting period. The law imposes a penalty of $20 a day, up to a maximum of $10,000, when a return is filed late, unless there is reasonable cause for the delay. As of January 1, 1984, your organization is liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $100 or more the organization pays to each of its employees during a calendar year. There is no liability for the tax imposed under the Federal Unemployment Tax Act (FUTA). organizations that are not private foundations are not subject to the excise taxes under Chapter 42 of the code. However, these organizations are not automatically exempt from other federal excise taxes. If you have �y questions about excise, employment, or other federal taxes, please let � know. 31 Part A Exhibit 1-2 Marjare e Mason Center, Inc. 94-1156639 -2- ' (' Donors may deduct contr ibutions to your orga nization as provided in section 170 o·f the Code. Bequests, legacies, devises, transfe·rs, or gifts to your organization or for its use are dedu ctible for federal estate and gu:.Ltax� .�J;lllr.p.os..eS-.iLthe.y�ee�he�ppi�ca�le provisions of se cti ons 2055, 2106, and 2522 of the Code. Your organiz ation is not required to file federal income tax returns unless it is subject to.the tax on unrelated business income under section 511 of the Code. If your organization is subject to this tax, it must file an income tax return on Form 990-T, Exempt organization Business Income Tax Return. In this letter, we are not determining whether any of your organization's present or proposed activities are unrelated trade or business as defined in section 513 of the Co de. Because this letter cou ld help resolve any questions about your organization's exempt status and fou ndation status, you should keep it with the permanent records of the organization. If you have questions, please call us at the telephone number shown in the heading of this letter. ""7�� C.Ashley BullardDistrict Director 32 ( f!f .. .; .J J.t I.·., ........ ,: ··' ----·�t, ,,I�-:-<, ,, :v-..-- \ ( ·-....-·· lllT CRIIAL n E VCNU I:: S Ell V lt:t:. DISTOICT 01ncc1on SAIi FRANCISCO 2, CI\LIF, ., ' ,.. """""-., .... �...,, llovcmlJor JO I l ?55 1ns NOtl-PROtlT . C:LIISSlf"lCI\TlOII Codo 1211 _ Jun Slo Pii/dy i: :: !?-:,_:_ .. , ._ .. : y::=.;�::-=-=:-:·-.,-'--:_, -� .. =�- ')'.ouni;: \:omcn3 Chri!;lh./l Assn,. 1600-16!,o II Street. Fresno, C.illfomi:i. . . . •• • i ••• �1 � r:- rEn, 2 ·f \�cs r._ I , . ,,,_. I · r •r· .. r., .. ·: 'I :. �"",•:;·::.•.I'"·-, ,, 0 ••o•�" ••-• •••••-••·• I -�._.._.....,...__.....__,.__,......,. .... :'-·. • ••••••• -1•• • • .... A.nEllTIOll: >::iry Delle Focc, ?.xcc, Director llescl.1J11c,: In ans11cr lo· your recent reque.::t. \le r.nclose cop, of lhe Rcvcrptc Service c:<e;,p1.io9 lc:Olcr nddrc.::scd to :,our orc;;a.niz.at.1.011 unde_r elate? ?f Dccc;:,bc:-10, l9li2. Exemption umlcr.lhc pro,i.!;io:u: of Scclion 101(4) of t!-ic Internal flcvcnuo Cndc of 19)9 corrc:,;,:,r,c!.:: \.o c:<c:::;,tlon under tho provision!I of Section 50l(s:)(J.) or. lhu lr,tern::l Rcvr:nuc Cocic of 1951,, . Enclo!;urc: ·. c·opy of Revenue Scrvicolet.I.er da�d Dcccr.ibcr 10 1 19L2, Very t1·ul, __ yours, ll�P.01.D 111.\·:Y.I:IS Dls tr;.c t Cr.iruc tor Dy1 �f'--CJ._ _ _,e,; ·?;· )°Y-,�,/.._�,-,..-. 33 Rol a.n:1 ll, Ila rdi:n:m l'nil, Suporvi::oi-• ·A' nonpr ofit _J>ublic benefit corpora, ( ,quired tofurr.ish an additional copy of a corporate c..vcument forforwarding the Office of the Attorney General. One of y • copies has been sent by this office in compliance, Section 5120(d), California Corporations Code. .. r·· ·-: _.,..r :,,_i;Ji:J� CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION The undersigned certify that: Administration Building I 600 M Street Fresno.· CA 93721 209.237.4706 209.237.0420 FAX F I L E O ,.,,,..,...--"' Ibo offlc. of Ibo s.a....., of sol tho Slot,, of Carm,mlQ NOV 5 1998 7-J,.t,P'� BILL ,UN!S, �e,�rv Ci SlalP 1.They are the president and the secretary, respectively, .of Young Women's Christian Association of Fresno. 2.Article First of the Articles of Incorporation of thiscorporation is amended to read as follows: That the name of said corporation shall be Marjaree Mason Center, Inc. 3.The foregoing amendment of Articles of Incorporationhas been duly appro�ed by the board of directors. 4.· The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of the members. •' • We further declare under penalty of perjury under the laws of the State of California that the matters set forth . in this certificate are true and correct of our own knowledge. Daie: De i: 3o. /CicJ/ ; Corporate # C00404270 lia Brungess Bo� President 5'lJsan Wynne Secreta"ry Partially funded by CCU1ty ol Fresno ' CiJy of Ft1sno • US DtparDnenl of Housi1g and Urban llevelopmelll • Office of Ctininal JusJica P1aMiig • Malamal and Child Helalh Exhibit 3: Board Bylaws Revised 1/17/2023 Marjaree Mason Center Board of Directors OFFICERS 1. Bonnie Her, MD- President Community Medical Providers Family Medicine, Physician 2. Kerri Horn- President Elect Central Valley Community Foundation Chief Financial Officer 3. Lauren Garabedian Ruff- Treasurer The Garabedian Group, Inc. COD/CPA 4. Michael Carr- Secretary President and General Manager ABC 30 MEMBERS 5. Mindy Casto Fresno Police Department Captain 6. Giatri Dave, MD Fresno Cancer Center Radiation Oncologist 7. Jose (Joe) Garza City of Reedley Police Department Chief of Police 8. Casey Gray Kaiser Permanente Chief of Pediatrics 9. Demetria Miller Valley Children's Healthcare Construction Project Manager Revised 1/17/2023 10. Carla Milton Community Health System SVP, Chief Human Resources Officers 11. Rene Ramirez, MD Community Medical Centers Department of Emergency Medicine Physician 12. Alexi Rodriguez Campos Brothers Farms Director of Operations 13. (Gaurav) Deep Sethi Sethi Management Chief Development Officer 14. Genesis Wilson Dutch Brothers Coffee Fresno, Inc. C.F.O. 15. John Zanoni Sheriff-elect Fresno County Reports of Independent Auditors and Financial Statements with Supplementary Information Marjaree Mason Center, Inc. September 30, 2022 with Summarized Comparative Information for the Year Ended September 30, 2021 Table of Contents REPORT OF INDEPENDENT AUDITORS ................................................................................................................ 1 FINANCIAL STATEMENTS Statements of Financial Position .......................................................................................................................... 5 Statement of Activities and Changes in Net Assets ............................................................................................. 6 Statement of Functional Expenses ...................................................................................................................... 7 Statements of Cash Flows ................................................................................................................................... 8 Notes to Financial Statements ............................................................................................................................. 9 SUPPLEMENTARY INFORMATION Schedule of Expenditures of Federal Awards .................................................................................................... 24 Notes to Schedule of Expenditures of Federal Awards ..................................................................................... 25 SINGLE AUDIT REPORTS REPORT OF INDEPENDENT AUDITORS ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS .................................................................................................................................. 27 REPORT OF INDEPENDENT AUDITORS ON COMPLIANCE FOR THE MAJOR FEDERAL PROGRAM AND REPORT ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE .............................................................................................................................. 29 Schedule of Findings and Questioned Costs ..................................................................................................... 32 OTHER INFORMATION Combining Schedule of Revenue, Support, and Expenses – Unaudited .......................................................... 35 1 Report of Independent Auditors The Board of Directors Marjaree Mason Center, Inc. Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Marjaree Mason Center, Inc. (the “Organization”), which comprise the statement of financial position as of September 30, 2022, and the related statements of activities and changes in net assets, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the respective financial position Marjaree Mason Center, Inc. as of September 30, 2022, and the changes in its net assets and its cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards (Government Auditing Standards), issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Organization and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Organization’s ability to continue as a going concern for one year after the date the financial statements are available to be issued. 2 Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Organization’s internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Organization’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. 3 Supplementary Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. Summarized Comparative Information We have previously audited the Organization’s 2021 financial statements, and we expressed an unmodified audit opinion on those audited financial statements in our report dated January 28, 2022. In our opinion, the summarized comparative information presented herein as of and for the year ended September 30, 2021, is consistent, in all material respects, with the audited financial statements from which it has been derived. Other Information Management is responsible for the other information included in the report. The other information comprises the combining schedule of revenue, support and expenses but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information, and we do not express an opinion or any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated January 16, 2023 on our consideration of the Organization’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Organization’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Organization’s internal control over financial reporting and compliance. Fresno, California January 16, 2023 Financial Statements Marjaree Mason Center, Inc. 5 See accompanying notes to financial statements. Statements of Financial Position September 30, 2022 and 2021 2022 2021 CURRENT ASSETS Cash and cash equivalents 2,579,744$ 2,856,348$ Investments in marketable securities 2,882,821 1,660,013 Grants receivable 640,690 1,022,978 Other receivables 4,763 - Pledges receivable, current portion 159,952 123,467 Prepaid expenses 149,969 97,803 Deposits 125,025 28,798 Total current assets 6,542,964 5,789,407 PROPERTY AND EQUIPMENT, net 2,582,410 2,755,981 PLEDGES RECEIVABLE, net of current portion 25,000 50,000 BENEFICIAL INTEREST IN PERPETUAL TRUSTS, net 184,500 821,719 Total assets 9,334,874$ 9,417,107$ CURRENT LIABILITIES Accounts payable and accrued expenses 247,737$ 164,358$ Accrued salaries and benefits 316,091 254,397 Deferred revenue 220,600 160,350 Refundable advances - 327,888 Total liabilities 784,428 906,993 NET ASSETS Without donor restriction 6,430,976 6,192,673 With donor restriction 2,119,470 2,317,441 Total net assets 8,550,446 8,510,114 Total liabilities and net assets 9,334,874$ 9,417,107$ ASSETS LIABILITIES AND NET ASSETS Marjaree Mason Center, Inc. See accompanying notes to financial statements. 6 Statement of Activities and Changes in Net Assets Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) Without Donor With Donor Total Restriction Restriction 2022 2021 REVENUES, GAINS, AND OTHER SUPPORT Grants and contracts 5,413,940$ -$ 5,413,940$ 5,153,180$ Contributions 1,531,957 1,413,587 2,945,544 3,003,763 In-kind donations 101,521 - 101,521 123,274 Special events 521,886 - 521,886 303,701 Program fees 145,948 - 145,948 184,990 Other income 14,700 - 14,700 42,897 Legacies and bequests 100,000 - 100,000 109,777 Emergency Housing and Assistance grant - - - 1,210,000 Loss on disposal of assets - - - (7,118) Net realized and unrealized (loss) gain in fair value of perpetual trusts - (85,438) (85,438) 54,522 Interest and dividend income, net 53,739 - 53,739 25,457 Net realized and unrealized (loss) gain in fair value of investments (555,060) - (555,060) 183,742 Total revenues, gains, and other support 7,328,631 1,328,149 8,656,780 10,388,185 NET ASSETS RELEASED FROM RESTRICTIONS Restrictions satisfied by payment of related expenses 1,526,120 (1,526,120) - - Total revenues, gains, and other support after net assets released from restrictions 8,854,751 (197,971) 8,656,780 10,388,185 EXPENSES Program services 6,592,236 - 6,592,236 6,078,802 Supporting services 1,222,750 - 1,222,750 924,362 Fundraising 768,309 - 768,309 575,795 Total expenses 8,583,295 - 8,583,295 7,578,959 CHANGES IN NET ASSETS 271,456 (197,971) 73,485 2,809,226 NET ASSETS, beginning of year 6,192,673 2,317,441 8,510,114 5,723,152 GRANT FUNDED ASSETS Contributions 85,086 - 85,086 132,519 Depreciation (118,239) - (118,239) (131,321) Disposals - - - (23,462) Changes in grant funded assets (33,153) - (33,153) (22,264) NET ASSETS, end of year 6,430,976$ 2,119,470$ 8,550,446$ 8,510,114$ Marjaree Mason Center, Inc. See accompanying notes to financial statements. 7 Statement of Functional Expenses Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) Advocacy and Total Emergency Rehousing Legal Other Program Supporting Services Services Assistance Programs Services Services Fundraising 2022 2021 Accounting and legal 25,427$ 13,663$ 1,505$ 4,098$ 44,693$ 31,242$ 294$ 76,229$ 48,563$ Advertising 149 399 - 3,661 4,209 3,872 9,060 17,141 12,489 Bad debt expense - - - - - - 2,500 2,500 - Bank charges - - - - - 88 - 88 891 Computer services 24,484 4,537 1,808 2,219 33,048 3,908 1,507 38,463 42,423 Conferences, conventions, and meetings 17,328 4,162 1,540 15,778 38,808 6,834 71,764 117,406 142,081 Depreciation 142,481 26,457 - - 168,938 14,119 - 183,057 180,824 Donated services and supplies 72,449 31,749 - - 104,198 3,864 - 108,062 123,086 Dues and subscriptions 10,776 600 1,273 902 13,551 7,678 6,163 27,392 20,752 Employee benefits 406,383 75,350 33,526 34,938 550,197 244,918 43,214 838,329 636,311 Equipment rental, repairs, and maintenance 287,784 100,531 17,103 13,624 419,042 27,966 79,988 526,996 532,527 Food 120,940 462 65 - 121,467 207 - 121,674 152,892 Insurance 43,003 5,484 1,061 1,230 50,778 22,129 680 73,587 68,245 Interest - - - - - 316 - 316 30,000 Miscellaneous 484 50 - 10 544 3,505 87 4,136 1,390 Office expense 10,440 2,034 580 1,856 14,910 40,296 3,832 59,038 44,375 Printing 1,402 4,714 419 16,987 23,522 858 36,916 61,296 35,653 Professional fees 54,055 8,556 2,157 32,282 97,050 119,642 178,915 395,607 274,259 Program supplies 918,013 432,612 11 39,092 1,389,728 4,561 31,508 1,425,797 1,406,256 Rent 128,340 15,913 1,097 14,306 159,656 3 17,775 177,434 184,262 Salaries 2,202,662 386,418 227,840 187,556 3,004,476 657,471 279,905 3,941,852 3,357,482 Security 105,593 1,101 - - 106,694 - - 106,694 10,922 Taxes and licenses 93 6,759 - - 6,852 17,111 - 23,963 121 Utilities 207,392 24,185 4,337 3,961 239,875 12,162 4,201 256,238 273,155 4,779,678$ 1,145,736$ 294,322$ 372,500$ 6,592,236$ 1,222,750$ 768,309$ 8,583,295$ 7,578,959$ Total Program Services Marjaree Mason Center, Inc. 8 See accompanying notes to financial statements. Statements of Cash Flows Years Ended September 30, 2022 and 2021 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Changes in net assets 73,485$ 2,809,226$ Adjustment to reconcile changes in net assets to net cash from operating activities: Depreciation 183,057 180,824 Bad debt expense 2,500 - Loss on disposal of assets - 7,118 Contribution of beneficial interest in perpetual trust - (572,905) Net realized and unrealized loss (gain) on investments and perpetual trusts 640,498 (238,264) Dividend income, reinvested (12,850) (16,974) Changes in operating assets and liabilities: Grants receivable 379,788 (229,017) Pledges receivable (11,485) 50,339 Other receivables (4,763) - Prepaid expenses (52,166) (12,453) Deposits (96,227) 13,527 Accounts payable and accrued expenses 83,379 (239,759) Accrued salaries and benefits 61,694 (61,292) Deferred revenue 60,250 71,450 Refundable advances (327,888) (672,112) Net cash from operating activities 979,272 1,089,708 CASH FLOWS FROM INVESTING ACTIVITIES Payments for construction in progress - (20,071) Purchase of property and equipment (42,639) (4,402) Proceeds from disposal of assets - 14,500 Proceeds from distribution of beneficial interest in perpetual trust 551,781 - Purchases of investments (2,350,847) (238,300) Proceeds from sale of investments 585,829 227,094 Net cash from investing activities (1,255,876) (21,179) NET CHANGES IN CASH AND CASH EQUIVALENTS (276,604) 1,068,529 CASH AND CASH EQUIVALENTS, beginning of year 2,856,348 1,787,819 CASH AND CASH EQUIVALENTS, end of year 2,579,744$ 2,856,348$ SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES In-kind contributions 101,521$ 123,274$ Assets placed in service from construction in progress -$ 70,759$ Marjaree Mason Center, Inc. 9 Notes to Financial Statements NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of activities – Marjaree Mason Center, Inc. (the “Organization”), a California nonprofit corporation, operates shelters for victims of domestic violence and their children, and provides counseling, education, and other related services in Fresno County and surrounding areas. The Organization receives funding for its programs and operations from a variety of governmental and community sources, including, but not limited to, the City of Fresno, the County of Fresno, U.S. Department of Housing & Urban Development, and the California Office of Emergency Services. Method of accounting – The Organization uses the accrual basis method of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently implemented pronouncement – On October 1, 2021, the Organization adopted Accounting Standards Update (“ASU”) 2020-07, Not-for-Profit Entities (Topic 958): Presentation and Disclosures by Not-for-Profit Entities for Contributed Nonfinancial Assets. This standard is intended to improve U.S. GAAP by increasing the transparency of contributed nonfinancial assets for not-for-profit (“NFP”) entities through enhancements to presentation and disclosure. The amendments in this update address certain stakeholders’ concerns about the lack of transparency about the measurement of contributed nonfinancial assets recognized by NFP’s, as well as the amount of those contributions used in an NFP’s programs and other activities. The standard is effective for annual periods beginning after June 15, 2021, and as such, the Organization adopted the new standard effective October 1, 2021, under a retrospective basis. The adoption of this standard did not have a significant impact on the Organization’s financial position, activities and change in assets, or cash flows. No changes were recorded to previously reported transactions as a result of the adoption. Revenue recognition – Contributions, legacies and bequests, and unconditional grants are recognized as support and revenues when they are received or unconditionally pledged. These contributions are shown as restricted support and revenues if they are subject to time or donor restrictions. Net assets with donor restrictions are reclassified to net assets without donor restrictions and reported in the statement of activities and changes in net assets as net assets released from restrictions when a stipulated time restriction ends, purpose restriction is accomplished, or both; however, contributions and grants with donor restrictions are reported as support and revenues without donor restrictions if the restriction is met in the same year that the gift is received. Conditional contributions are not recorded as support and revenues until the conditions are met. Payments classified as exchange transactions (reciprocal transfers between two entities in which goods and services of equal value is exchanged) are not recorded as other support and revenue until allowable expenditures are incurred. Special events revenue is recognized at a point in time when the event takes place. Amounts collected in advance of the event are deferred until the event is conducted. Marjaree Mason Center, Inc. Notes to Financial Statements 10 Program fees revenue is recognized at a point in time when the service takes place and consists of amounts collected for education and training program services provided to program participants. Grant arrangements have been evaluated and determined to be nonreciprocal, meaning the granting entity has not received a direct benefit in exchange for the resources provided. Instead, revenue is recognized as a conditional contribution—when the barrier to entitlement is overcome. The barrier to entitlement is considered overcome when expenditures associated with the grant are determined to be allowable and all other significant conditions of the grant are met. The largest of these grants supports the Organization’s emergency services and rehousing services programs to operate their shelters for victims of domestic violence and their children, and to provide counseling and educational services. Conditional grant revenue recognition – In accordance with Accounting Standards Codification (“ASC”) 958- 605, Not-for-Profit Entities—Revenue Recognition (“ASC 958-605”), for conditional grants, the Organization accounts for these grants initially as refundable advances until the conditions of the grant are substantially met. Classification of net assets – Net assets and revenues, expenses, gains, and losses are classified based on the existence or absence of donor-imposed restrictions as follows: Without donor restriction – Net assets not subject to use or time restrictions. A portion of these net assets may be designated by the Board of Directors for specific purposes. At September 30, 2022 and 2021, there were no board-designated net assets. With donor restriction – Defined as that portion of net assets that consist of a restriction on the specific use or the occurrence of a certain future event. Net assets with donor restriction represent amounts collected by the Organization to be spent on specific purposes or activities. Restrictions on net assets are usually met within a year of receiving the amount restricted. Cash and cash equivalents – For purposes of reporting the statements of cash flows, the Organization considers cash accounts, money market accounts, and certificates of deposits with original maturities of three months or less to be cash equivalents. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At September 30, 2022 and 2021, the Organization had approximately $1,943,000 and $2,785,000 uninsured cash balances, respectively. The Organization has not experienced any losses on those deposits and believes it is not exposed to any significant credit risk. Investments in marketable securities – Investments in marketable securities consist primarily of publicly traded mutual funds and common stock and are recorded at fair value. These investments are covered by the Securities Investor Protection Corporation up to $500,000 (including $250,000 of cash). Investment income and unrealized gains and losses, net of investment expenses, are reported in the statement of activities and changes in net assets. Marjaree Mason Center, Inc. Notes to Financial Statements 11 Grants receivable – The Organization utilizes the allowance of accounting for and reporting uncollectible or doubtful accounts. Management determines the allowance for doubtful accounts based on an analysis of specific customers, taking into consideration the age of the past due accounts and an assessment of the customer’s ability to pay. At September 30, 2022 and 2021, management considered all grants receivable balances to be fully collectible and, therefore, no allowance for doubtful accounts has been recorded. Grants receivable are written off when deemed uncollectible. Recoveries of grants receivable previously written off are recorded as income when received. The Organization grants credit to its customers, substantially all of which are government agencies (federal, state, and local) and generally requires no collateral from its customers. Contributions and pledges receivable – Unconditional contributions, including pledges to give at estimated net realizable value, are recognized as revenue in the period received. The Organization reports conditional contributions as with donor restriction support if they are received with donor stipulations that limit the use of the donated assets. Pledges receivable at September 30, 2022 and 2021, amounted to $184,952 and $173,467, respectively. Property and equipment – According to the Organization’s policy, property and equipment acquisitions over $2,500 are capitalized. Purchased property and equipment is capitalized at cost, donated property and equipment is recorded at fair value. The Organization does not imply restrictions on the use of contributed property and equipment received without donor stipulations. Expenditures that increase the life of the related assets are capitalized. Repairs and maintenance, including planned major maintenance activities, are charged to operations when incurred. Leasehold improvements are depreciated over the lesser of the remaining lease agreement or the estimated useful life. Depreciation is computed using the straight-line method over the following estimated useful lives: Buildings and land improvements 5–40 years Furnishings, equipment, and vehicles 5–10 years Property and equipment purchased with federal funds is subject to various usage, maintenance, and disposition provisions of the Uniform Guidance, as well as any additional provisions established by the funding agency. Deferred revenue – Deferred revenue represents special event revenues received by the Organization in advance of the event’s occurrence and grant monies billed but not yet received or earned. In-kind contributions – Contributions of noncash assets are utilized by the Organization in providing services and are recorded at their fair values in the period received. Contributions of noncash assets received for fundraising events (such as catering, entertainment, etc.) are not recorded in the accompanying financial statements. In addition, contributions of noncash assets to be sold at fundraising events by the Organization are recorded at the time of sale. Contributions of donated services that create or enhance nonfinancial assets or require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation, are recorded at their fair values in the period received. Marjaree Mason Center, Inc. Notes to Financial Statements 12 A number of unpaid volunteers have made significant contributions of their time to the Organization. However, the value of these services is not reflected in the accompanying financial statements because U.S. GAAP do not allow for the recognition of nonspecialized services. The values of professional services provided by trained volunteers are recorded in the accompanying financial statements (see Note 12). Advertising costs – Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred. The costs of direct-response advertising are capitalized and amortized over the period during which future benefits are expected to be received. For the years ended September 30, 2022 and 2021, advertising costs expensed amounted to $17,141 and $12,489, respectively; no costs were capitalized. Allocation of expenses – The costs of providing various programs and activities have been summarized on a functional basis in the statements of activities and changes in net assets and functional expenses. During the year, such costs are accumulated into separate groupings as either “direct” or “indirect.” Indirect or shared costs are allocated among program and support services by a method that best measures the relative degree of benefit, such as square footage, hours worked, and employee headcount. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Fundraising expenses – Costs of acquiring or applying for a contract or grant are categorized as indirect expenses and not separately stated as fundraising expenses. Fundraising expenses are expensed as incurred. Revenue from fundraising events is recognized in the period in which the event takes place. Income taxes – The Organization is a tax-exempt corporation under Section 501(c)(3) of the Internal Revenue Code and section 23701(d) of the State of California Corporate Code. The Organization is subject to taxation on any unrelated business income. Uncertain tax positions – The Organization recognizes the effect of income tax provisions only if those positions are more likely than not of being sustained. The Organization does not believe its financial statements include any uncertain tax positions. Summarized comparative information – The accompanying financial statements include certain prior-year comparative information in summarized form without net asset class detail or functional expense allocation detail. Such information does not include sufficient detail to constitute a presentation in conformity with U.S. GAAP. Accordingly, such information should be read in conjunction with the Organization’s financial statements for the prior year ended September 30, 2021, from which the summarized information was derived. Marjaree Mason Center, Inc. Notes to Financial Statements 13 NOTE 2 – INVESTMENTS IN MARKETABLE SECURITIES Investments in marketable securities consisted of the following at September 30: 2022 2021 Mutual funds: Columbia Ultra Short Term Bond CLA 248,700$ -$ Pioneer Multi Asset Ultrashort Income CLA 247,538 - Fidelity Advisor Short Term Bond CLA 237,168 - CVCF Social Impact Pooled Investment 208,165 69,828 JP Morgan Equity Income CLI 165,952 120,697 Columbia Disciplined Cor Instl Cl 124,546 131,218 PGIM Floating Rate Income CL Z 120,284 - MFS Total Return Bond CLI 117,483 96,157 Columbia Strategic Income CLZ 114,580 93,464 AB High Income Advisor CL 107,985 91,806 Fidelity Advisor Strategic Income CLI 104,686 84,265 Mainstay CBRE Global Infra CLI 98,696 47,597 Brandywineglobal Global Opptys Bond CL I 91,280 95,466 Janus Henderson High Yield CLI 85,366 72,590 BNY Mellon Global Real Return CLI 75,784 - Blackstone Alt Multi Strategy CLI 75,766 - Columbia Select Global Equity 74,734 70,657 Western Asset Core Plus Bond CLI 73,814 64,899 BNY Mellon International Bond CLI 58,639 - Federated Hermes Strategic Value 52,439 - Janus Henderson Global Real Estate CLI 52,335 47,704 Columbia Seligman Global Technology CLZ 42,715 37,942 Invesco Balanced Risk Alloc CLY 40,230 36,386 Delaware Small Cap Core CLI 40,210 - Transamerica Intl Equity CLI 39,858 37,184 AB Sustainable Global Thematic Advisor CL 36,055 33,932 Janus Henderson Global Life Sciences CLI 27,385 21,839 Columbia Strategic Income CLZ 10,951 6,377 MFS Conservative ALLOC CLI - 99,622 Fidelity Advisor New Market Income CLI - 58,719 Matthews Asia Dividend Investor CL - 57,499 Dreyfus Intl bond CLI - 53,231 JPMorgan Core Bond CL I - 45,063 Total mutual funds 2,773,344 1,574,142 Exchange-traded funds: SPDR S&P 500 ETF 102,133 82,943 Money market fund: Ameriprise Insured Money Market 7,344 2,928 Total investments in marketable securities 2,882,821$ 1,660,013$ Marjaree Mason Center, Inc. Notes to Financial Statements 14 During the years ended September 30, 2022 and 2021, dividend income reinvested into mutual funds was approximately $13,000 and $17,000, respectively. During the years ended September 30, 2022 and 2021, net realized and unrealized (loss) and gain was $(555,060) and $183,742, respectively. During the years ended September 30, 2022 and 2021, proceeds from the sales of investments were $585,829 and $227,094, respectively. NOTE 3 – FAIR VALUE MEASUREMENTS The Organization’s investments are reported at fair value in the accompanying statements of financial position. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Organization believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The fair value measurement accounting literature establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. The Organization uses appropriate valuation techniques based on the available inputs to measure the fair value of its investments. When available, the Organization measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. The Organization had no assets or liabilities measured using Level 2 or Level 3 inputs. The three levels of the fair value of hierarchy are described below: Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Organization has the ability to access. Level 2 – Inputs to the valuation methodology include: • Quoted market prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in inactive markets; • Inputs other than quoted prices that are observable for the asset or liability; and • Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 1 fair value measurements – The fair value of mutual funds and exchange traded finds are based on quoted prices in active markets for identical assets. Marjaree Mason Center, Inc. Notes to Financial Statements 15 Investments held at net asset value – Beneficial interests in perpetual trusts are valued at the pro-rata ownership percentage of the net asset value (“NAV”) of the private investment. The NAV is based on the underlying assets in the trust, which consist of common stocks and mutual funds. The use of NAV as fair value is deemed appropriate as the private investments do not have finite lives, unfunded commitments relating to these types of investments, or significant restrictions on redemptions. Accounting standards allow for the use of a practical expedient for the estimations of the fair value of investment companies or private investments for which the investment does not have a readily determinable fair value. The practical expedient used by the Organization to value these investments is the NAV. In some instances, the NAV may not equal the fair value that would be calculated under fair value accounting standards. The following table sets forth by level, within the fair value hierarchy, the Organization’s assets measured at fair value on a recurring basis as of September 30, 2022: Investments Held Level 1 Level 2 Level 3 at NAV Total Mutual funds: Blended Bond 1,379,081$ -$ -$ -$ 1,379,081$ Domestic Stock 538,873 - - - 538,873 International Bond 225,684 - - - 225,684 Blended Asset 116,013 - - - 116,013 Blended Stock 388,162 - - - 388,162 Domestic Bond 125,531 - - - 125,531 Total mutual funds 2,773,344 - - - 2,773,344 Exchange-traded funds 102,133 - - - 102,133 Money market funds 7,344 - - - 7,344 Beneficial interest in perpetual trusts - - - 184,500 184,500 Total assets at fair value $ 2,882,821 -$ -$ 184,500$ $ 3,067,321 Fair Value Measurements The following table sets forth by level, within the fair value hierarchy, the Organization’s assets measured at fair value on a recurring basis as of September 30, 2021: Investments Held Level 1 Level 2 Level 3 at NAV Total Mutual funds: Blended Bond 488,712$ -$ -$ -$ 488,712$ Domestic Stock 328,120 - - - 328,120 International Bond 207,416 - - - 207,416 Blended Asset 136,008 - - - 136,008 Blended Stock 262,923 - - - 262,923 Domestic Bond 93,464 - - - 93,464 International Stock 57,499 - - - 57,499 Total mutual funds 1,574,142 - - - 1,574,142 Exchange-traded funds 82,943 - - - 82,943 Money market funds 2,928 - - - 2,928 Beneficial interest in perpetual trusts - - - 821,719 821,719 Total assets at fair value $ 1,660,013 -$ -$ 821,719$ $ 2,481,732 Fair Value Measurements The Organization’s policy is to recognize transfers into and out of Levels 2 and 3 inputs as of the date of the event or change in circumstances that caused the transfer. For the years ended September 30, 2022 and 2021, there were no significant transfers into or out of Level 2 or Level 3 inputs. Marjaree Mason Center, Inc. Notes to Financial Statements 16 NOTE 4 – GRANTS RECEIVABLE Grants receivable consisted of the following at September 30: 2022 2021 California Office of Emergency Services 259,984$ 203,714$ County of Fresno 137,336 122,587 U.S. Department of Housing and Urban Development 129,623 513,142 FEMA 44,916 68,798 City of Fresno 38,237 64,209 Westcare 18,019 30,722 Fresno Unified 8,345 - Madera County 4,230 3,231 Saint Agnes Hospital - 16,575 640,690$ 1,022,978$ NOTE 5 – PLEDGES RECEIVABLE Pledges receivable consisted of the following at September 30: 2022 2021 Pledges receivable in less than one year 159,952$ 123,467$ Pledges receivable in one to five years 25,000 50,000 184,952$ 173,467$ NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at September 30: 2022 2021 Building and land improvements 4,990,873$ 4,928,826$ Leasehold improvements 94,546 94,546 Equipment 93,946 65,258 Buildings 660,387 660,387 Furniture and fixtures 47,748 47,748 Vehicles 247,470 210,480 Land 29,064 29,064 6,164,034 6,036,309 Less: accumulated depreciation (3,581,624) (3,280,328) 2,582,410$ 2,755,981$ The Organization incurred depreciation expense of $301,296 and $312,145 for the years ended September 30, 2022 and 2021, respectively. Marjaree Mason Center, Inc. Notes to Financial Statements 17 NOTE 7 – BENEFICIAL INTEREST IN PERPETUAL TRUSTS Beneficial interest in perpetual trusts consisted of the Organization’s percentage interest in three separate perpetual trusts accounted for as split-interest agreements. The Organization values its interest in these trusts based on the fair value of each trust’s underlying assets. Balances consisted of the following at September 30: 2022 2021 Burks’ Trust (5% interest)175,598$ 207,186$ Nine Trust (5% interest)8,902 11,484 Rea's Trust (10% interest)70,276 603,049 254,776 821,719 Less: allowance for beneficial interest in perpetual trusts (70,276) - 184,500$ 821,719$ During the years ended September 30, 2022 and 2021, the Organization’s portion of unrealized (loss) and gain were $(15,162) and $54,522, respectively. During the year ended September 30, 2022, the Organization received a distribution from the Rea’s Trust in the amount of $551,781. No distributions were received during the year ended September 30, 2021. At September 30, 2022, beneficial interest in perpetual trusts was shown net of an allowance of $70,276. No allowance was recorded at September 31, 2021. NOTE 8 – REFUNDABLE ADVANCES The Organization was awarded a grant from the Anthem Blue Cross Foundation, LLC in the amount of $200,000 to help fund routine prenatal care, maternal health education, and wellness checks during pregnancy for victims of domestic violence as part of the Maternal Health Program. In accordance with ASC 958-605 for conditional grants, the Organization is accounting for this grant as a refundable advance until the conditions of the grant are substantially met. At September 30, 2022, $- of the refundable advance was remaining, the Organization met the remaining requirements of the conditional grant. The Organization was awarded a grant from the City of Fresno in the amount of $500,000 for emergency shelter needs for domestic survivors related to the novel coronavirus (“COVID-19”) pandemic. In accordance with ASC 958-605 for conditional grants, the Organization is accounting for this grant as a refundable advance until the conditions of the grant are substantially met. At September 30, 2021, $327,888 of the refundable advance was remaining. The Organization met the remaining requirements of the conditional grant during the year ended September 30, 2022. Marjaree Mason Center, Inc. Notes to Financial Statements 18 The Organization was awarded a grant from the State of California Emergency Housing and Assistance Program (“EHAP”) for renovation of an emergency shelter in Fresno in the amount of $1,000,000. In accordance with ASC 958-605 for conditional grants, the Organization accounted for this grant as a refundable advance until the conditions of the grant were substantially met. Repayment is deferred as long as the property was used as an emergency shelter or transitional housing for 7 years. If the condition is not met, the Organization must pay the amount back with a 3% rate of interest, per annum. Accrued interest totaled $210,000 at September 30, 2021. As the Organization substantially met the conditions, the amount is reported as grant revenue in the amount of $1,210,000 as of September 30, 2021. NOTE 9 – OBLIGATIONS UNDER OPERATING LEASES The Organization leases office equipment and property, which require certain minimum annual rental payments. The leases vary in terms and expire between December 2022 and March 2066. For the year ended September 30, 2022, total office equipment and property lease expenses were $110,143 and $153,576, respectively. For the year ended September 30, 2021, total office equipment and property lease expenses were $50,571 and $148,922, respectively. The future annual minimum lease payments under long-term contractual obligations at September 30, 2022, are as follows: Years Ending September 30, 2023 62,407$ 2024 32,632 2025 32,632 2026 16,169 2027 100 Thereafter 3,900 147,840$ Marjaree Mason Center, Inc. Notes to Financial Statements 19 NOTE 10 – NET ASSETS WITH DONOR RESTRICTION Amounts received from various donors for specific purposes are net assets with donor restriction that have been spent for their specified purposes. Net assets with donor restriction consisted of the following at September 30: 2022 2021 Bullard site 1,178,296$ -$ Shelter, food, and supplies for clients and children 493,801 598,186 Beneficial trusts 184,500 821,719 Clovis shelter 137,457 155,262 Programs and counseling 114,151 652,689 Auto and facilities maintenance 6,905 18,180 Education and outreach 4,360 70,528 Reedley facility - 877 2,119,470$ 2,317,441$ Net assets released from restriction during the years ended September 30, 2022 and 2021, totaled $1,526,120 and $803,638, respectively. NOTE 11 – RETIREMENT PLAN The Organization established a 401(k) Retirement Plan covering all active, full-time employees aged 21 or older. Matching contributions of $46,939 and $12,210 were made during the years ended September 30, 2022 and 2021, respectively. NOTE 12 – IN-KIND DONATIONS In-kind donations consisted of the following for the years ended September 30: 2022 2021 Trained volunteers 57,951$ 75,112$ Fresno, Clovis, and Reedley shelters 12,120 17,162 Meathead Movers 31,000 31,000 Donated meals 450 - 101,521$ 123,274$ The Organization’s policy related to in-kind donations is to utilize the assets given to carry out the mission of the Organization. If an asset is provided that does not allow the Organization to utilize it in its normal course of business, the asset will be sold at its fair market value as determined by appraisal or specialist depending on the type of asset. Marjaree Mason Center, Inc. Notes to Financial Statements 20 The Organization was provided professional clinical services at no cost to service the individuals in their shelters and other programs. Based on current market rates for these services, the Organization would have paid $70,071 and $92,274 for the years ended September 30, 2022 and 2021, respectively. The Organization was provided discretionary moving services from Meathead Movers to support victims of domestic violence in Fresno County. Based on current market rates for these services, the Organization would have paid $31,000 for each of the years ended September 30, 2022 and 2021. All in-kind donations received by the Organization for the years ended September 30, 2022 and 2021, were considered without donor restrictions and able to be used by the Organization as determined by the board of directors and management. NOTE 13 – CONTINGENCIES AND CONCENTRATIONS Federal, state, and local grants – Amounts received from grant agencies are subject to audit and adjustment by grantor agencies, principally the state and federal government. Any disallowed claims, including amounts already collected, may constitute a liability of the Organization. There are no pending audits or proposed adjustments currently. Economic dependency – The Organization receives a majority of its funding through various programs and contracts with federal, state, local, and private agencies. Grants and contracts for the years ended September 30, 2022 and 2021, comprise approximately 76% and 62%, respectively, of total revenue without donor restriction. The following is a summary of total grants and contracts received by granting and contracting agency for the year ended September 30, 2022: Granting and Contracting Agency Amount Percentage Department of Housing and Urban Development 1,625,075$ 30.02% California Office of Emergency Services 1,449,206 26.77% City of Fresno 959,955 17.73% County of Fresno 821,887 15.18% Other contracts 296,731 5.48% Federal Emergency Management Agency 94,916 1.75% Fresno Unified School District 85,345 1.58% Madera District 28,908 0.53% Westcare 27,062 0.50% Saint Agnes Hospital 24,855 0.46% 5,413,940$ 100.00 Marjaree Mason Center, Inc. Notes to Financial Statements 21 The following is a summary of total grants and contracts received by granting and contracting agency for the year ended September 30, 2021: Granting and Contracting Agency Amount Percentage Department of Housing and Urban Development 1,423,373$ 27.62% California Office of Emergency Services 1,343,913 26.08% City of Fresno 970,792 18.84% County of Fresno 951,690 18.47% Other contracts 178,747 3.47% Fresno Unified School District 77,000 1.49% California Partnership to End Domestic Violence 71,250 1.38% Federal Emergency Management Agency 68,798 1.34% Saint Agnes Hospital 33,145 0.64% County of Madera 18,823 0.37% Westcare 15,649 0.30% 5,153,180$ 100.00 NOTE 14 – LIQUIDITY AND FUNDS AVAILABLE Financial assets available to meet cash needs for general expenditures within one year as of September 30, 2022, are as follows: Financial assets: Cash and cash equivalents 2,579,744$ Investments in marketable securities 2,882,821 Grants receivable 640,690 Other receivables 4,763 Pledges receivable 184,952 Financial assets at September 30, 2022 6,292,970 Less those unavailable for general expenditure within one year, due to: Noncurrent portion of pledges receivable (25,000) Financial assets available to meet cash needs for general expenditures within one year 6,267,970$ The Organization’s spending policy is to structure its financial assets to be available for operations, capital assets, and opportunities to enhance the Organization’s mission. The Organization has certain donor-restricted net assets that are available for general expenditures within one year of September 30, 2022, because the restrictions on the net assets are expected to be met by conducting the normal activities of the programs in the coming year. Marjaree Mason Center, Inc. Notes to Financial Statements 22 NOTE 15 – SUBSEQUENT EVENTS Subsequent events are events or transactions that occur after the statement of financial position date, but before financial statements are available to be issued. The Organization recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the statement of financial position, including the estimates inherent in the process of preparing the financial statements. The Organization’s financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the statement of financial position, but arose after the statement of financial position date and before financial statements are available to be issued. The Organization has evaluated subsequent events through January 16, 2023, which is the date the financial statements were available to be issued, and determined the following event required disclosure: On December 3, 2021, the Organization signed a purchase and sale agreement with an unrelated party to purchase a building to replace the Organization’s current administration building and Fresno shelter. The total purchase price of the building is $7,000,000. On December 6, 2021, escrow was opened, and due diligence was started. The purchase was delayed due to a City of Fresno zoning contract with limitations of the building purpose. The zoning contract was lifted during the summer 2022, which initiated the due diligence process again. On December 13, 2022, the Organization closed on the purchase. The Organization obtained a promissory note payable to an unrelated party in the amount of $2,000,000, including interest at a rate of 4.10% per annum, with principal and accrued interest payable at maturity on December 13, 2023. The remaining balance on the purchase was made with $2,700,000 of cash and $2,300,000 of an in-kind donation. Supplementary Information Marjaree Mason Center, Inc. 24 See notes to schedule of expenditures of federal awards. Schedule of Expenditures of Federal Awards Year Ended September 30, 2022 Federal Grantor/Pass-through Grantor/Program Title Federal Assistance Listing Number Pass-through Entity Identifying Number Federal Expenditures Community Development Block Grants - Entitlement Grants Cluster U.S. Department of Housing and Urban Development Passed through the County of Fresno Community Development Block Grant 14.218 A-21-313 37,484$ Passed through the City of Fresno Community Development Block Grant 14.218 N/A 50,616 Total Community Development Block Grants - Entitlement Grants Cluster 88,100 Continuum of Care Program U.S. Department of Housing and Urban Development Direct award HUD Clovis - Supportive Housing 14.267 CA0974L9T142007 154,272 HUD Clovis - Supportive Housing 14.267 CA0974L9T142108 75,555 HUD Welcome Home 14.267 CA1480L9T141904 7,251 HUD Welcome Home 14.267 CA1185L9T142108 66,529 HUD Welcome Home 2 14.267 CA1410L9T142005 129,184 HUD Welcome Home 2 14.267 CA1410L9T142106 21,205 HUD Welcome Home 3 14.267 CA1480L9T142005 138,027 HUD Welcome Home 3 14.267 CA1480L9T142106 38,293 HUD Coordinated Entry 14.267 CA1762D9T142002 350,270 HUD Coordinated Entry 14.267 CA1762D9T1142103 37,742 HUD Coordinated Entry 2 14.267 CA1854L9141900 65,446 HUD Coordinated Entry 2 14.267 CA1854L9T142102 395,214 HUD Safe and Sound 14.267 CA1764D9T142002 146,087 Total Continuum of Care Program 1,625,075 Emergency Solutions Grant U.S. Department of Housing and Urban Development Passed through the City of Fresno Emergency Solutions Grant 14.231 N/A 95,473 Total U.S. Department of Housing and Urban Development 1,808,648 Crime Victim Assistance U.S. Department of Justice Passed through the California Office of Emergency Services Domestic Violence Assistance Program 16.575 DV20341257 65,000 Domestic Violence Assistance Program 16.575 DV20341257 118,513 Unserved/Underserved Victim Advocacy 16.575 UV20031257 8,597 Unserved/Underserved Victim Advocacy 16.575 UV21041257 41,802 Unserved/Underserved Victim Advocacy 16.575 UV21041257 78,040 Housing First 16.575 XD20031257 54,392 Housing First 16.575 XD2031257 238,387 Transitional Housing - FSP 16.575 XH20031257 46,900 Transitional Housing - FSP 16.575 XH21041257 147,876 Total Crime Victim Assistance 799,507 Violence Against Women Formula Grants U.S. Department of Justice Passed through the California Office of Emergency Services Teen Dating Violence 16.588 TV20051257 18,656 Total U.S. Department of Justice 818,163 Emergency Food and Shelter National Board U.S. Department of Homeland Security Direct Award Emergency Food and Shelter National Board Program 97.024 21 94,916 Total U.S. Department of Homeland Security 94,916 Family Violence Prevention & Services U.S. Department of Health and Human Services Passed through the California Office of Emergency Services Domestic Violence Assistance Program 93.671 DV20341257 119,701 Total U.S. Department of Health and Human Services 119,701 Coronavirus Relief Fund U.S. Department of Treasury Passed through the City of Fresno COVID-19 - City Cares 21.019 N/A 300,000 COVID-19 - City Cares 21.019 N/A 327,889 Total Coronavirus Relief Fund and U.S. Department of Treasury 627,889 Total Expenditures of Federal Awards 3,469,317$ Marjaree Mason Center, Inc. 25 Notes to Schedule of Expenditures of Federal Awards Year Ended September 30, 2022 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation – The accompanying schedule of expenditures of federal awards (the “Schedule”) includes the federal grant activity of Marjaree Mason Center, Inc. (the “Organization”), under programs of the federal government for the year ended September 30, 2022. The information in the Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Uniform Guidance”). Because the Schedule presents only a selected portion of the operations of the Organization, it is not intended to and does not present the financial position, changes in net assets, or cash flows of the Organization. Relationship to financial reports – Information included in the accompanying Schedule is in substantial agreement with the information reported in the related financial reports for major programs. Program costs – Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. Negative amounts shown on the Schedule represent adjustments or credits made in the normal course of business to amounts reported as expenditures in prior years. Subrecipients – The Organization does not pass through funds to subrecipients. NOTE 2 – INDIRECT COSTS The Organization has elected to use the 10-percent de minimis indirect cost rate allowed under the Uniform Guidance as described in 2 CFR 200.414. Single Audit Reports 27 Report of Independent Auditors on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards The Board of Directors Marjaree Mason Center, Inc. We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Marjaree Mason Center, Inc., which comprise the statement of financial position for the year ended September 30, 2022, the related statements of activities and changes in net assets, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements, and have issued our report thereon dated January 16, 2023. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered Marjaree Mason Center, Inc.’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control. Accordingly, we do not express an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of Marjaree Mason Center, Inc.’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified. 28 Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether Marjaree Mason Center, Inc.’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Marjaree Mason Center, Inc.’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Fresno, California January 16, 2023 29 Report of Independent Auditors on Compliance for the Major Federal Program and Report on Internal Control over Compliance Required by the Uniform Guidance The Board of Directors Marjaree Mason Center, Inc. Report on Compliance for the Major Federal Program Opinion on the Major Federal Program We have audited Marjaree Mason Center, Inc.’s compliance with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on Marjaree Mason Center Inc.’s major federal program for the year ended September 30, 2022. Marjaree Mason Center, Inc.’s major federal program is identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs. In our opinion, Marjaree Mason Center, Inc. complied, in all material respects, with the compliance requirements referred to above that could have a direct and material effect on its major federal program for the year ended September 30, 2022. Basis for Opinion on the Major Federal Program We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (Government Auditing Standards); and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report. We are required to be independent of Marjaree Mason Center, Inc. and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for the major federal program. Our audit does not provide a legal determination of Marjaree Mason Center, Inc.’s compliance with the compliance requirements referred to above. Responsibilities of Management for Compliance Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to Marjaree Mason Center, Inc.’s federal programs. 30 Auditor’s Responsibilities for the Audit of Compliance Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on Marjaree Mason Center, Inc.’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material, if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about Marjaree Mason Center, Inc.’s compliance with the requirements of the major federal program as a whole. In performing an audit in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding Marjaree Mason Center, Inc.’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. • Obtain an understanding of Marjaree Mason Center, Inc.’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control over compliance. Accordingly, no such opinion is expressed. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit. Other Matters The results of our auditing procedures disclosed one instance of noncompliance which is required to be reported in accordance with the Uniform Guidance and which is described in the accompanying schedule of findings and questioned costs as item 2022-001. Our opinion on the major federal program is not modified with respect to this matters. Government Auditing Standards requires the auditor to perform limited procedures on Marjaree Mason Center, Inc.’s response to the noncompliance finding identified in our compliance audit described in the accompanying schedule of findings and questioned costs. Marjaree Mason Center, Inc.’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. 31 Report on Internal Control over Compliance Our consideration of internal control over compliance was for the limited purpose described in the Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance and therefore, material weaknesses or significant deficiencies may exist that were not identified. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, as discussed below, we did identify a deficiency in internal control over compliance that we consider to be a significant deficiency. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. We consider the deficiency in internal control over compliance described in the accompanying schedule of findings and questioned costs as item 2022-001, to be a significant deficiency. Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed. Government Auditing Standards requires the auditor to perform limited procedures on Marjaree Mason Center, Inc.’s response to the internal control over compliance finding identified in our compliance audit described in the accompanying schedule of findings and questioned costs. Marjaree Mason Center, Inc.’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Fresno, California January 16, 2023 Marjaree Mason Center, Inc. 32 Schedule of Findings and Questioned Costs Year Ended September 30, 2022 FINANCIAL STATEMENTS Type of auditor's report issued on whether the financial statements audited were prepared in accordance with GAAP: Internal control over financial reporting: Material weakness(es) identified?Yes X No Significant deficiency(ies) identified?Yes X None reported Noncompliance material to financial statements noted?Yes X No FEDERAL AWARDS Internal control over major federal programs: Material weakness(es) identified?Yes X No Significant deficiency(ies) identified?X Yes None reported Any audit findings disclosed that are required to be reported in accordance with section 2 CFR 200.516(a)?X Yes No Identification of Major Federal Program and Type of Auditor's Report Issued on Compliance for the Major Federal Program Name of Federal Program/Cluster Continuum of Care Program Unmodified Dollar threshold used to distinguish between Type A and Type B programs: Auditee qualified as low-risk auditee?X Yes No None reported. Section I – Summary of Auditor's Results Section II –– Financial Statement Findings $750,000 Unmodified Type of Auditor's Report Issued on Compliance for the Major Federal Program 14.267 Federal Assistance Listing Number Marjaree Mason Center, Inc. Schedule of Findings and Questioned Costs (Continued) Year Ended September 30, 2022 33 Section III – Federal Award Findings and Questioned Costs Finding 2022-001: Department of Housing and Urban Development - Continuum of Care Program - Assistance Listing No. 14.267; Grant period: Year Ended December 31, 2022. Criteria –In accordance with 2 CFR 200.320(a)(2)(i), participants are required to perform an appropriate form of competition in their procurement process if purchases are within the small purchase threshold. Condition – Management did not perform an appropriate form of competition for a purchase made within the small purchase threshold. Questioned costs – There are known questioned costs of $36,990 representing the reimbursements claimed for the vendor during the audit period. No likely questioned costs are noted. Context – Inspection of procurement documentation showed one out of two vendors subjected to sampling required an adequate number of price or rate quotations from qualified sources to be obtained and assessment to be performed in accordance with the small purchase threshold of 2 CFR 200.320(a)(2)(i). Price or rate quotations were obtained,but not formally documented and a formal assessment was not performed.Of the $1,625,075 of total Continuum of Care reimbursements claimed during the year, $96,702 of reimbursements are subject to this procurement requirement, including the known questioned costs of $36,990. Effect –By not obtaining price or rate quotations from qualified sources, this could result in the utilization of an unqualified vendor, an overspending of grant funding, and questioned costs. Cause – Management obtained rate quotations from an adequate number of vendors,but did not retain sufficient documentation and did not perform a formal assessment to proceed with the purchase. Repeat finding – N/A Recommendation –We recommend management implement a control to ensure sufficient documentation is retained during the procurement of all vendors being reimbursed by federal awards and ensure compliance with the Uniform Guidance and other applicable procurement standards. Management's response – Management will ensure to retain sufficient documentation when obtaining quotes from similar vendors and performing a documented analysis of services and corresponding costs for the fiscal year 2022–23 and every year going forward. Other Information Marjaree Mason Center, Inc. 35 Combining Schedule of Revenue, Support, and Expenses – Unaudited Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) California Contributions, Housing and Office of County Program County of Urban Emergency Marriage Family City of Fees, and Total Fresno Development Services License Fees Stabilization Fresno Other 2022 2021 REVENUES, GAINS, AND OTHER SUPPORT Grants and contracts 69,431$ 1,625,075$ 1,449,206$ 175,885$ 690,245$ 928,007$ 476,091$ 5,413,940$ 5,153,180$ Contributions - - - - - - 2,945,544 2,945,544 3,003,763 In-kind donations - - - - - - 101,521 101,521 123,274 Special events - - - - - - 521,886 521,886 303,701 Program fees - - - - - - 145,948 145,948 184,990 Other income - - - - - - 14,700 14,700 42,897 Legacies and bequests - - - - - - 100,000 100,000 109,777 Emergency Housing and Assistance grant - - - - - - - - 1,210,000 Loss on disposal of assets - - - - - - - - (7,118) Net realized and unrealized loss (gain) in fair value of perpetual trusts - - - - - - (85,438) (85,438) 54,522 Interest and dividend income - - - - - - 53,739 53,739 25,457 Net realized and unrealized (loss) gain in fair value of investments - - - - - - (555,060) (555,060) 183,742 Total revenues, gains, and other support 69,431 1,625,075 1,449,206 175,885 690,245 928,007 3,718,931 8,656,780 10,388,185 EXPENSES Accounting and legal - 4,093 4,940 12,548 - - 54,648 76,229 48,563 Advertising - - 149 - - - 16,992 17,141 12,489 Bad debt expense - - - - - - 2,500 2,500 - Bank charges - - - - - - 88 88 891 Computer services - 4,430 1,893 11,364 745 - 20,031 38,463 42,423 Conferences, conventions, and meetings 1,323 9,430 1,985 17 1,513 - 103,138 117,406 142,081 Depreciation - - - - - - 183,057 183,057 180,824 Donated services and supplies - - - - - - 108,062 108,062 123,086 Dues and subscriptions - 656 1,294 - - - 25,442 27,392 20,752 Employee benefits 3,690 175,215 123,552 1,000 91,188 47,155 396,529 838,329 636,311 Equipment rental, repairs, and maintenance 2,217 135,567 64,342 37,597 20,462 23,860 242,951 526,996 532,527 Food 3,925 367 741 1,550 94 37,593 77,404 121,674 152,892 Insurance - 5,722 9,678 42,112 - - 16,075 73,587 68,245 Interest - - - - - - 316 316 30,000 Miscellaneous - - - - - - 4,136 4,136 1,390 Office expense 27 314 2,028 3,106 1,888 26 51,649 59,038 44,375 Printing - 6,222 419 247 130 - 54,278 61,296 35,653 Professional fees - 10,862 20,147 4,627 250 - 359,721 395,607 274,259 Program supplies 27,335 248,945 393,769 516 583 474,106 280,543 1,425,797 1,406,256 Rent 7,200 25,610 24,332 3,009 66,418 - 50,865 177,434 184,262 Salaries 23,552 956,950 690,727 - 479,869 269,884 1,520,870 3,941,852 3,357,482 Security - 1,101 12,929 87 564 51,413 40,600 106,694 10,922 Taxes and licenses - 6,759 - 93 - - 17,111 23,963 121 Utilities 162 32,832 96,281 2,346 26,541 23,970 74,106 256,238 273,155 Total expenses 69,431 1,625,075 1,449,206 120,219 690,245 928,007 3,701,112 8,583,295 7,578,959 CHANGES IN NET ASSETS -$ -$ -$ 55,666$ -$ -$ 17,819$ 73,485$ 2,809,226$ PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 10 of 35 PY 2023-2024 APPLICATION Homeless and Homelessness Prevention Programs 1. Project Summary Information – please complete the below summary for the project/program. Project Name (10 words or less): Emgergency Shelter Program Amount Requested: $ 203,206.00 ESG Applicants Only – please provide a breakdown of amount requested by program component: Street Outreach: $ .00 Emergency Shelter: $ 203,206.00 Homelessness Prevention: $ .00 Rapid Rehousing: $ .00 HMIS: $ .00 This is a: New Project/Program Existing Project/Program Provide a short description of the proposed program/activity. (1 to 3 sentences and must fit in the provided space). Marjaree Mason Center is requesting ESG funding to support emergency shelter and support services for adults and their children experiencing domestic violence and homeless or at risk of homelessness due to abuse. Funds through this program will be used to support costs associated with Marjaree Mason Center's Emergency Shelter Program which provides 24/7 crisis response, emergency shelter, basic neccessities (food, clothing, blankets, hygeine items, diapers, etc.), case management, victim advocacy, mental health services and coordinated entry system services that assist clients while they work toward obtaining longer-term safe housing and increase stability. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 11 of 35 2. Organizational Capacity a. Describe the organization’s experience with administering federally funded programs of this nature. Established in 1979, Marjaree Mason Center (MMC) has over 40 years of experience in providing safe and confidential emergency shelter and comprehensive support services for adults and children affected by domestic violence, and is the only dedicated provider of these critical services in Fresno County. Since its inception, MMC has grown to inlcude two agency owned and operated Safe Houses, and five separate office sites which provide a wide breadth of diverse services that are specifically designed to meet the unique needs of individuals impacted by the trauma of abuse. Comprehensive services include: 24/7 hotline and crisis response, safety planning and risk assessment, case management, advocacy, emergency and longer-term safe shelter, individual and group counseling, legal assistance, children services, child advocacy, community outreach, youth education and linkages to local community social service programs. All MMC programs and services are provided using trauma informed care practices that recognize the impact of trauma on the individuals physical and mental health and limit re-traumatization of clients participating in supportive services. As such, all MMC staff are required to completed 40-Hour Domestic Violence Counselor training upon employment with the agency. This training meets the requirements for Domestic Violence Counselor Training per Evidence Code §1037.1(a)(1) and covers a wide variety of topics including the history of doemstic violence, civil and criminal law related to domestic violence, societal attitudes, confidentiality, cultural competency, trauma informed care, teen dating violence, public resources and more. For more than 20 years, MMC has consistently received and successfully fullfilled grant commitments and met objectives for government funding agencies and programs similar to this ESG opportunity. Fund tracking for all projects is facilitated using the agency’s accounting software, Abila MIP, which enables us to track all project expenses using specifically assigned source codes. MMC's Staff Accountant will review the grant monthly to assess project spenddown and to ensure that all funds are eligible for the ESG per the guidelines set forth in the notice of funding availability. All agency funds are tracked using the accounting system as well as a separate Excel worksheet. On average, MMC manages more than 25 grants each year amounting to over $5.5 million in funding from federal, state and local government programs as well as from private foundations. Further, MMC has a lengthy history demonstrating many years fiscal and programmatic stability with ensuring compliance with HUD, SHP, HPRP and ESG policies and regulations. The agency's Board of Directors have met all federal review standards and has an excellent history of maintaining feduciary oversight for the agency. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 12 of 35 MMC's Deputy Director, Leticia Campos, has over 15 years of experience in providing client services and will have direct oversight of this project. She holds a Bachelors degree in Social Work and has been with MMC for over 10 years and has held several leadership roles within the agency. In her current role, as Deputy Director, Leticia oversees all direct client service programs inlcuding: CRT, the emergency shelter, housing programs (transitional, rapid rehousing and permanent) and the children's program. Fiscal oversight for this program will be provided by the Director of Finance and Technology, Marcus Martin. Marcus has been with MMC for over 15 years and has extensive experience in accounting, finance and internet technology. Currently, Marcus oversees all agency finances and monitors all contracts and provides oversight for all current and prior CDBG, ESG, HUD and HEAP funds as well as all data platforms and analytics for the agency. In addition to its long-standing and well established capacity to administer federally funded projects of this nature, MMC has a strong record of maintaining community partnerships. Partnerships and collaborations with local community organizations, MMC is able to ensure uninterupted access to a diverse array of programs and services that support all survivors of domestic violence. MMC's partners include but are not limited to: the Fresno Housing Authority, (they are a collaborative applicant for HUD grants), local law enforcement agencies throughout Fresno County (including MMC Advocates stationed at Fresno PD and Fresno Sheriff's Department), Crime Victims Assistance Center (provide support to emergency shelter clients and assistance with relocation expenses and securing permanent housing), Meathead Movers and Wings (assist with moving and obtaining household items), local hospitals (CRMC, Kaiser Permanente, St. Agnes, Valley Children's Hospital), Centro La Familia and Fresno Unified School District (assist children with school related needs through Project First Step). MMC is also an active member and in good standing with the Fresno Madera Continuum of Care. MMC believes that maintaining strong partnerships with local organizations is essential to creating a community network of support that addresses the needs of all individuals, streamlines access to assistance and reduces duplication of services thereby maximizing community resources. b. For how many years has the organization administered activities of the type described in this application? 44 c. Does the organization have the following in place (check box if ‘yes’)? Written policies and procedures for the proposed project or program (i.e., intake, eligibility) PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 13 of 35 Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures Facility utilization plan and policies Note: If not, be aware, the City will require a facility utilization plan and policies prior to the execution of a subrecipient agreement. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 14 of 35 d. Provide addresses for each applicable location of site(s) where activity will occur, and a brief description of the facilities. Marjaree Mason Center Administrative Offices and Crisis Drop-in Center: 1600 M Street, Fresno, 93721 (See Exhibit F) Marjaree Mason Center Emergency Shelter: Confidential domestic violence shetler located in Fresno, CA Maps attached as exhibit F PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 15 of 35 3. Proposed Scope of Work a. Briefly describe the needs this proposal addresses, and how existing resources are insufficient to meet this need: Marjaree Mason Center is proposing to address the critical needs of individuals who homeless and/or at risk of homelessness due to domestic violence by providing safe emergency shelter and comprehensive services that will support survivors immediate needs while they work toward recovery and self-sufficiency. Last year, MMC provided services to 7,539 individuals (including 5,937 adults and 1,265 children) and 80,390 nights of emergency and longer-term safe shelter to survivors of domestic violence. Each year the number of individuals seeking services and reporting domestic violence continues to rise. According to the Department of Justice, of the top 10 most populous counties in California, Fresno County has the highest rates per capita of reported domestic violence to law enforcement in the state. Last year, Fresno Police Department (FPD) reported responding to 8,271 domestic violence calls for service. This reflects a nearly 10% increase compared to the previous year’s reports and a 26% increase over the last two years. FPD also reports that in cases where domestic violence is present, the severity of physical aubse leading to injury continues to increase. This is especially troubling given that law enforcement and advocates agree that most instances of domestic violence go unreported. The ongoing increase in the number of survivors seeking services and increased need for immediate safe shelter means that MMC’s Emergency Safe House is nearly always filled to capacity. However, MMC does not turn away individuals fleeing domestic violence; as a best practice, MMC utilizes local motels to provide off-site interim safe shelter thereby increasing agency capacity and reducing the risk of homelessness. Clients housed in off-site locations are provided with the same services as those residing in the Emergency Safe House, these include 24/7 hotline assistance, risk assessment, safety planning, food, clothing and basic hygiene needs, case management, individual and group counseling, legal advocacy (assisting with filing restraining orders), housing assistance, children’s services and referrals to additional community programs as needed. Unfortunately, MMC’s Emergency Shelter Program is the least funded program in the agency, as many funders prefer to provide support for longer-term programs such as Permanent Housing and Rapid Rehousing programs. While MMC recognizes the importance of providing long-term care programs (and works diligently to transfer clients from emergency programs to transitional and permanent housing programs), we must first meet survivors immediate needs by offering robust emergency programs that address their present crises and support their basic needs. The average length of stay for clients in the Emergency Shelter is approximately 32 days. As the only dedicated provider of safe PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 16 of 35 confidential shelter and comprehensive domestic violence services in Fresno, it is imperative to ensure that MMC can meet the immediate needs of survivors by providing access to safe emergency shelter. b. Briefly describe the target population and how the project will meet the specific needs of the target population. The target population for this project includes all individuals located in Fresno County who are experiencing domestic violence and who are either homeless or at risk of homelessness due to the abuse. Domestic violence effects all populations regardless of ethnicity, age, religion, gender, language, sexual orientation, location or economic ability. While MMC provides services to all individuals affected by domestic violence and seeking support, the vast majority of our clients are women and children in households that are defined as low/moderate income (LMI) and/or homeless by the Department of Housing and Urban Development (HUD). Last year 87% of all MMC clients fell within the HUD definition for LMI and homeless. According to the National Network to End Domestic Violence (NNEDV), domestic violence is one of the leading causes of homelessness for women and children. In addition to physical and emotional abuse, survivors of domestic violence often experience financial abuse which undeniably impacts their ability to obtain safe and affordable housing. Faced with the unimaginable choice between homelessness and living with abuse, women with children often return to their abuser. MMC will reduce homelessness and/or the risk of homelessness of survivors fleeing from violence by providing safe and confidential shelter in the agency’s Safe House as well as immediate support services such as risk assessments, safety planning, case management, individual and group counseling, legal advocacy, health and wellness programs, children’s services, classes, housing assistance and referrals to additional social service programs. Additionally, MMC will ensure that the basic needs (food, clothing, hygiene items, diapers, blankets, etc.) of survivors are met while they focus on overcoming the long-term traumatic effects of abuse. Further, all MMC services are provided by knowledgable staff who have been trained in using Trauma Informed Care principles to provide supportive services PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 17 of 35 that are tailored to meet the unique needs of each victim. Domestic violence is a viscious cycle of power and control that includes (but is not limited to) isolation, physical assault, verbal abuse, emotional abuse, sexual abuse and financial abuse; the long-term effects of which often lead victims to experience depression, anxiety, fear, homelessness, unemployment and financial instability. MMC services are designed to meet each client where they are; this means that they can work at their own pace and drive their own care based on their level of ability and readiness. Clients are not requred to participate in agency programs in order to receive services. c. Describe how the project will be marketed to the target population. In order to raise awareness of available services and market programs to the community, MMC works closely with a variety community partners to provide domestic violence awareness classes that teach first responders, local service providers and community organizations how to recognize abuse, provide intervention when abuse is present and how to directly link victims to MMC for immediate safe shelter and comprehensive supportive services when needed. MMC also operates offices at 7 sites located strategically throughout Fresno County; these include two safe and confidential shelters, administrative offices and satellite locations in Reedley and Mendota which provide support for individuals located in rural communities. Additionally, MMC employs Community Navigators who are able to travel to victims and meet them in safe places within their communities rather than requiring them to travel to the crisis drop-in center to receive support. Further, MMC maintains partnerships with a wide variety of community agencies and providers to coordinate referrals for services including the Fresno Housing Authority, (they are a collaborative applicant for HUD grants), the County of Fresno, Exceptional Parents Unlimited (EPU), local law enforcement agencies throughout Fresno County (including MMC Advocates stationed at Fresno PD and Fresno Sheriff's Department), Fresno County District Attorney’s office, Department of Social Services, Behavioral Health and Public Health, Crime Victims Assistance Center (provide support to emergency shelter clients and assistance with relocation expenses and securing permanent housing), Meathead Movers and Wings (assist with moving and obtaining household items), local hospitals (CRMC, Kaiser Permanente, St. Agnes, Valley Children's Hospital, UCSF), Churches, Centro La Familia and Fresno Unified School District (assist children with school related needs through Project First Step). MMC is also an active member and in good standing with the Fresno Madera Continuum of Care and staff routinely attend community events to facilitate outreach and education services in order to provide comprehensive information about MMC and how to access agency services. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 18 of 35 PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 19 of 35 d. Summary of Services to be provided: Select all services to be provided, including those that are not funded by the City. Emergency Shelter Transitional Housing Homeless Prevention/Housing Assistance Homeless Diversion Mental Health/Other Services - Individual and Family Counseling - Drug/Alcohol Treatment - Job Training - Children’s Program - Parenting education - Domestic Violence Intervention - Self-Sufficiency Skills Training - Outreach - Assessment of Needs Permanent Housing with Supportive Services Affordable Housing Job Training/ Job Search Women’s Program Day Care Youth Program Access to Medical Immigration Assistance Fair Housing Assistance Academic Support/Tutoring Referral Services Case Management Provide Meals Free Services Business Development to micro-enterprise Other (specify):Legal Advocacy/Restraining Oder Assistance PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 20 of 35 e. Estimate the number of unduplicated persons expected to benefit from the project: 300 unduplicated persons will receive a direct benefit from this project. f. Please indicate which of these service types will be provided and the number of unduplicated persons who will benefit. Check if Providing Public and Community Service Types Estimated No. Persons Assisted Operating Cost of Shelters for Persons who are homeless or impacted by HIV/AIDS 300 Rental Assistance/Subsidy Supportive/Essential Services (not duplicated with services provided in conjunction with another activity) Housing information services (not duplicated with services provided in conjunction with another activity) PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 21 of 35 g. Describe the homeless or homelessness prevention service program. Please include information about barriers to program participation and how the activity will address those barriers, and any information about how the activity was developed or refined in consultation with the target population. Limit description to the space provided on this and the next page. Marjaree Mason Center’s mission is to support and empower adults and their children affected by domestic violence while striving to prevent and end the cycle of abuse through education and advocacy. Domestic violence (also known as Intimate Partner Violence or IPV) is a systemic pattern of power and control that impacts more than 10 million men and women each year; it is perpetrated through the willful intimidation, physical assault and/or other abuse by one intimate partner against another. There are many types of domestic violence including (but not limited to), physical violence, stalking, emotional abuse, mental abuse, financial abuse and medical abuse. What’s more, domestic violence does not discriminate, it impacts all communities regardless of age, gender, ethnicity, socio-economic status, religion, sexual orientation or nationality. Sadly, 1 in 3 women and 1 in 4 men have experienced some type of physical abuse at the hands of an intimate partner. Marjaree Mason Center provides services to all individuals affected by domestic violence and advocates of the Center work hard to meet the individual needs of each client, this includes using trauma informed care methods that are client centered, patient and empowering. Every survivor has a unique set of barriers to overcome. Our goal is to provide a safe, welcoming and confidential space that cultivates trust for those seeking refuge and working toward recovering from the trauma of abuse. Advocates, often spend hours (sometimes an entire shift depending on the client barriers), listening, validating, and de-escalating clients in crisis, while doing their best to connect them services that will meet their specific needs (safety planning, counseling, legal advocacy, shelter, children’s services, etc.). Survivors of abuse face a wide variety of barriers when attempting to access support services, some of these barriers include isolation from friends and family, no transportation, little or no access to money, unemployment, language barriers and physical distance from services. While safe shelter is a pathway to freedom for survivors, they frequently face additional barriers to obtaining housing due to abuse such as poor credit, unemployment, limited income, discrimination in housing applications due to violent and/or criminal actions by their abuser, poor rental history, evictions, and limits to the types of housing and locations available due unique safety needs. Due to the significant danger of domestic violence, the wide variety of barriers survivors face in order to obtain services and the limited amount of resources available to them, most MMC programs and services are provided at no cost. Supportive services that help to reduce barriers include, but are not limited to: diverse PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 22 of 35 and inclusive programs, transportation, translation services, child care assistance, utility assistance and housing assistance. MMC’s Crisis Response Team (CRT) is typically the first point of contact for individuals seeking shelter and/or supportive services; however, MMC operates using a “no wrong door” policy. This means that clients can access MMC services through linkages from a variety of community providers including law enforcement, emergency rooms, medical centers, schools and social service agencies. Once connected to the agency, CRT members facilitate risk assessments, develop safety plans and determine which services are appropriate or necessary for each individual client. In addition to emergency shelter, MMC’s supportive services include 24/7 emergency hotline and crisis intervention, safety planning, risk assessment, food, clothing, case management, advocacy, individual and group counseling, legal advocacy, children’s services, long-term permanent housing assistance and referrals to community/social service programs. Once assessments have been completed, clients can be enrolled in the Emergency Safe House Progarm and connected to an MMC Case Manager who remains their primary point of contact for the duration of their engagement in MMC services. Maintaining a single point of contact is an important aspect of providing stability and building trust with the client. MMC believes that homelessness can be most efficiently ended by providing victims with access to safe, decent and affordable housing. Clients enrolled in the Safe House Program are each provided with their own private bedroom (families are housed together in larger or ajoining rooms depending on family size). Each bedroom is furnished with beds, a dresser, television and new bedding (blankets, sheets, pillows) that the clients can take with them when they exit the the program. The safe house living room, kitchen and bathrooms are all shared spaces. Residential advocates are stationed on-site in the Safe House and are available to provide assitance to clients 24/7. Additionally, Residential Advocates interact regularly with clients residing in the safe house, facilitate support groups, provide advocacy, hold client work shops and support daily activities by asisting with meal preparation and distribution and by promoting safe and healthy lifestyles. Although all individuals experiencing homelessness, especially those impacted by domestic violence, may benefit from supportive services such as mental health or substance abuse counseling, participation in these services is not a prerequisite to accessing safe housing or a condition of maintaining it. In fact, MMC believes that the provision of safe housing will improve a client's overall ability to effectively participate in supportive services. The average length of stay in the emergency safe house is 30 days; however, this can vary depending on the client’s individual needs. Case Managers work directly with clients to identify each of their unique needs and create personal goals, which are used to develop an individualized Plan of Care. Goals included in the Plan of Care can include but are not limited to securing stable housing, counseling, education, reunification with family and/or friends and obtaining PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 23 of 35 financial stability and independence. Safe, secure and stable housing is critical to overcoming the lasting effects of traumatic abuse. Through the Coordinated Entry System (CES), and in collaboration with community partners, MMC works to connect clients to stable housing programs. While enrolled in the Emergency Shelter Program, MMC Case Managers work with clients to determine their next steps toward obtaining stability. This can be accomplished either through re-unification with friends or family and/or through linkages to an MMC internal permanent housing project, or external housing project. In order to make the connection to a permanent housing project, clients are added to a “by-name list” which encompasses their combined “scores” from a lethality risk assessment and the Vulnerability Index- Service Prioritization Assessment Tool (VI-SPDAT). Depending on their overall “score” clients are then prioritized accordingly for housing. Once added to the by-name list, clients are connected with an MMC Housing Locator that will prepare and support them in becoming “document ready.” Document ready means that clients have obtained the appropriate legal documents i.e. birth certificates, social security cards, legal identification, etc. necessary for obtaining housing and employment. Once a client is document ready, they are eligible to be “matched” with an identified housing project. The identified housing project can be an MMC internal connection, or an external connection through the overall “community” housing availability. On average, clients remain on the by-name list for 198 days before being connected to permanent housing. This time consuming process makes the need for emergency shelter and support services critical in reducing the risk of homelessness and in assisting clients with achieving independence and stability. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 24 of 35 Detailed Narrative Description of Project/Program (Continued from previous page) PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 25 of 35 h. Collaboration Briefly describe any collaboration efforts with other organizations for this project/program or related initiatives. Collaborating Organization Description of Collaboration Fresno Police Department Fresno Police Department: MMC collaborates with the Fresno Police Department on a daily basis. We have two MMC Victim Advocates stationed directly within the Fresno Police Department office; who support and respond to victims that unfortunately have law enforcement involvement due to domestic violence. MMC PD Advocates, collaboratively work with detectives and officers, in responding, supporting and navigating these survivors through their available options for shelter and support services. Fresno Unified School District Marjaree Mason Center collaborates with FUSD for all levels of support for those children impacted by DV and residing in the MMC Emergency Safe House. Through Project First Step, a FUSD Liasion, collaborates with the MMC Children’s team for all FUSD children residing in the safe house, and in need of educational support. Often times, children of victims are uprooted from their school, need to remain out of school due to safety issues, and/or the family lacks the educational resources needed. FUSD and MMC staff work hand in hand to ensure families and the children are supported. The Poverello House Over the last 20 years the Marjaree Mason Center has collaborated with the Poverello house to provide meals for clients receiving safe shelter. Through this partnership, MMC purchases and distributes daily meals for clients that have been prepared by the Poverello House and delivered to the Center. Fresno Housing Authority The Marjaree Mason Center has managed multiple HUD RRH grants in partnership with Fresno Housing Authority over the past several years. These HUD funded RRH housing projects focus on providing support for survivors of Domestic Violence. Additionally, through the support of these RRH projects MMC is able to focus on the financial and PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 26 of 35 long term housing stability of each client served. The long-term goals is to support clients/families in regaining their self-sufficiently and above all a sense of safety. Exceptional Parents Unlimited MMC and EPU have partnered to expand services for children ages 0-5 residing in the Fresno safe house. Through this parnership, Dr. Dana Riley, a child psychologist, provides on-site direct support for children and families on Tuesdays and Thursdays. Dr. Riley meets with parents and their children for individual sessions, she has extensive training on providing trauma informed care and child development services. When Dr. Riley she does not have appointments scheduled, she works in the Children's Enrichment Center to support staff by modeling and coaching social skills, emotional regulation, and providing trauma informed care with the children. Fresno Rescue Mission The Fresno Rescue Mission is one of MMC's main local resources for supporting unsheltered/housing insecure clients and families. MMC often referrs clients/families seeking services but who are not experiencing domestic violence to the Rescue Mission for assistance. The Rescue Mission has services that operate 24/7, which allow us to connect a client quickly should they be in need of shelter at the time of seeking services with us. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 27 of 35 4. Project/Program Budget a. Activity Budget by Funding Type Please provide a high-level summary of the total budget by federal and non- federal funds. Proposed Activity Budget Amount Total ESG, HOPWA, and/or CDBG Funds Requested $203,206 Total Other Federal Funds (do not include the above funds on this line) $1,197,708 Total Non-Federal Funds $759,485 Total Proposed Activity Budget $2,160,400 b. List of Funding Sources Provide all planned funding anticipated/ committed for this activity for FY 2023- 2024. If the organization has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date California Office of Emergency Services Domestic Violence Assistance Program 324,650 COMMITTED ARPA Domestic Violence Assistance Program 941,920 COMMITTED HUD Coordinated Entry 160,000 COMMITTED PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 28 of 35 Private Donations Private Donations 507,644 PENDING 7/1/2023 County of Fresno Marriage License Fee 22,980 COMMITTED c. Activity Budget Summary and Narrative Please complete Exhibit A – Operating Budget Summary. The above referenced Budget worksheet is available in Excel format at www.fresno.gov/housing under ‘Notices of Funding Available.’ Please complete Exhibit B – Budget Narrative to provide a brief explanation of the expenses included in the budget. d. Prior-Year Financial Statement For existing programs, please attach a financial statement labeled as Exhibit B for the proposed program for the last full operating year. Failure to provide the financial statement will result in disqualification. Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY EXHIBIT B – BUDGET NARRATIVE EXHIBIT C – HOMELESS AND HOMELESSNESS PREVENTION ESG SOURCES AND AMOUNTS OF MATCH AND MATCH QUESTIONAIRE EXHIBIT D – PRIORYEAR AUDITED FINANCIAL STATEMENT INCLUDING STATEMENT OF ACTIVITIES, STATEMENT OF FINANCIAL POSITION AND STATEMENT OF CASH FLOWS (REQUIRED WHEN TOTAL FEDERAL GRANT AWARDS EQUALED OR EXCEEDED $750,000 DURING THE ANNUAL AUDIT PERIOD); OR EXHIBIT E – PRIOR-YEAR UNAUDITED FINANCIAL STATEMENT WHEN TOTAL FEDERAL GRANT AWARDS FOR THE ANNUAL AUDIT PERIOD WAS LESS THAN $750,000 Optional Additional Exhibits: PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 29 of 35 EXHIBIT – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT E – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT F – SERVICE AREA MAP (REQUIRED IF NOT DESCRIBED IN 2.d.) Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position; add additional rows as needed) Direct Service Personnel: Case Manager 41,760.00 7,153.00 48,913.00 41,600.00 83,520.00 174,033.00 Client Service Residential - 251,998.00 41,760.00 83,520.00 377,278.00 Residential Team Member 39,150.00 7,504.00 46,654.00 132,558.00 11,500.00 190,712.00 Family Skills Specialist - 15,000.00 15,000.00 Victim Advocate 52,648.00 52,648.00 Child Service Program Manager - 22,000.00 22,000.00 Custodian - 5,000.00 5,000.00 9,940.00 19,940.00 Maintenance Tech 37,584.00 6,682.00 44,266.00 73,548.00 7,800.00 125,614.00 Administrative Personnel: Director of Facilities 13,185.00 13,185.00 Housing Service Manager - 21,600.00 21,600.00 Deputy Director - 4,914.00 4,914.00 16,368.00 26,196.00 Independent Contractors / Consultants: [enter position title]- - [enter position title]- - TOTAL PERSONNEL BUDGET $ 118,494.00 $ 21,339.00 $ 139,833.00 $ 583,866.00 $ 154,494.00 $ - $ 160,013.00 $- $1,038,206.00 Other Direct Costs (Include only costs that are direct; indirect costs are covered under the Indirect Cost Rate) Client Support 4,000.00 1,000.00 10,000.00 15,000.00 Motel/Hotel Expense 292,000.00 292,000.00 Security/Alarm Expense 69,000.00 69,000.00 Food 48,000.00 122,000.00 170,000.00 Interpreter Services 1,000.00 3,000.00 4,000.00 Building Repair/Maint.20,000.00 32,000.00 12,000.00 2,000.00 7,000.00 73,000.00 Equipment Rent/Lease 7,000.00 1,100.00 8,100.00 Equipment Repair/Maint.5,000.00 5,000.00 Postage and Freight 200.00 200.00 Program Supplies 4,000.00 4,000.00 35,000.00 43,000.00 Office Supplies 150.00 150.00 500.00 800.00 Staff Travel 500.00 500.00 11,000.00 12,000.00 Telephone/Pagers/Fax 6,000.00 20,000.00 10,000.00 36,000.00 Utilities 15,000.00 18,040.00 18,040.00 51,080.00 Insurance 8,000.00 200.00 8,200.00 Minor Equipment 2,800.00 2,800.00 Licenses/Software 41,836.00 3,000.00 15,000.00 59,836.00 TOTAL OTHER DIRECT COSTS $ 45,000.00 $ 458,526.00 $ 44,690.00 $ 20,000.00 $ 281,800.00 $- $850,016.00 INDIRECT COSTS* (Select 1 indirect rate Only) Approved Indirect Cost Rate 18,373.00 155,316.41 29,678.42 2,980.00 65,830.14 - 272,177.96 De minimus 10 % Rate - TOTAL INDIRECT COST BUDGET $ 18,373.00 $ 155,316.41 $ 29,678.42 $ 2,980.00 $ 65,830.14 $- $272,177.96 TOTAL PROJECT BUDGET $ 118,494.00 $ 21,339.00 $ 203,206.00 $ 1,197,708.41 $ 228,862.42 $ 22,980.00 $ 507,643.14 $ - $ 2,160,399.96 Please revise this form and annotate budget items as needed All applicants are required to submit a copy of their organization’s operating budget. *An approved indirect cost rate must be applied to the base identified in the agreement with the federal cognizant agency. Per 2 CFR 200.414, any non-federal entity that does not have a current negotiated rate may elect to charge a de minimis rate of 10% of Modified Total Direct Costs (defined in 2 CFR 200.68). CITY OF FRESNO OPERATING BUDGET SUMMARY (non-capital projects) Budgeted Position (Personnel) or Category (Operations) City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 31 of 35 Exhibit B: Budget Narrative Please provide a brief narrative describing the expenses included in each category of the budget summary. Residential Team Member: 1 FTE: $46,654: Provide direct services to residential clients/families who have been affected by trauma due to Domestic Violence, out of the residential safe house. Responsible for the shift specific tasks in the Emergency and/or Transitional living programs; as well as the enrollment and orientation process of clients admitted into the Safe House. Ongoing oversight of residential client/family activities during assigned shift and can provide some Case Management support to residential clients. The Residential Team Member has primary and direct client interaction daily; and will support any identification of immediate needs, issues or concerns. Case Manager: 1 FTE: $48,913: To provide comprehensive Crisis Response and Case Management services as it relates to clients seeking services through Fresno Shelter, in addition to other parts of Fresno County. This position will also provide case assessment, case plan development, client support and case monitoring, for clients seeking and obtaining MMC services due to Domestic Violence. The Case Manger provides residential & non-residential clients direct case services including advocacy, support, goal setting, assistance in identifying options, evaluation of needs and information and assists the clients in making necessary community linkages to support their self-sufficiency goals. The Case Manager maintains client interaction utilizing Trauma Informed Care practices which support and identify immediate needs, issues or concerns of clients. Maintenance Technician: 1 FTE: $44,266: The position if focused on preventive and project maintenance & repair of MMC facilities, vehicles, and equipment, while maintaining best practices for safety. This position will assist in maintaining the physical condition of MMC properties under the direction of the Director of Facilities to provide a safe, clean environment for clients and employees. Client Support: $4,000: Assistance for clients including diapers, personal care items and other program supplies. Building Repair/Maintenance: $20,000: Minor repairs and maintenance on the Fresno Shelter including security and alarm expense. Telephone: $6,000: Partial telephone charges including cell phone service for Case Manager, Residential Team Member, Maintenance Technician, telephone services, and data at Fresno Shelter. Utilities: $15,000: Monthly utility charges including electricity, gas, water, sewer, and trash services. PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 32 of 35 Indirect Costs: $18,373: 10% allocated to administrative costs supports MMC’s PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 33 of 35 Exhibit C: ESG Match Follow-Up Questions and Match Exclusions Please identify ESG Matching Funds (eligible Match Funds only) by name of the funding source and dollar amount. Please also provide answers to the below questions. Source of ESG Match Funds (Eligible Match Only. Please be specific.) Dollar ($) Amount of Match California Office of Emergency Services DVAP $145,292.00 Marriage and License Fees $22,890.00 Private Donations $35,024.00 $ $ $ $ $ $ $ TOTAL $ 0.00 PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 34 of 35 Please review the Match statements below and indicate whether they are correct or not. In general, Federal, State, local, or private funds, other than ESG, may be used to satisfy the requirement that the subrecipient provide matching contributions to City of Fresno ESG funding, so long as the following conditions are met: 1. The matching funds to be contributed to the activity described in the NOFA Part B Application will be exclusively expended on the subrecipient’s described activity and is an allowable ESG costs. Yes No 2. The matching funds will not be expended before the commencement date of the applicable ESG subrecipient agreement. Yes No 3. The matching funds will be expended by the expenditure deadline that applies to the ESG funds being matched. Yes No 4. The matching funds have not been, and will not be, used to match any other Federal program’s funds nor any other ESG grant. Yes No 5. The subrecipient does not use ESG funds to meet another program's matching requirement. Yes No PY23-24 Consolidated NOFA Part B Application – Homeless and Homelessness Prevention Page 35 of 35 6. The subrecipient will keep records of the source and use of the matching funds, including the fiscal year of the ESG grant for which the matching contribution is counted. Yes No Note: Because the matching funds are contributed to the ESG program and expended for the subrecipient’s allowable ESG costs, the following are not allowed to be used as match: SNAP benefits (food stamps), because the funds are being used to cover the program participant’s costs; Housing Choice Vouchers, because the funds are used to pay the PHA’s obligations under its Housing Assistance Payment contract with the owner; and The tenant’s portion of the rent because this amount is the tenant’s obligation. Please also note the following: The matching funds are provided based on the total grant amount and do not have to be provided on a component-by-component basis. HOME-TBRA funds cannot be used as match because the requirements for rental assistance are significantly different between the two programs. In particular, under the HOME-TBRA program (24 CFR parts 92.209 and 92.253), subrecipient(s) may not require a program participant to accept any services (subrecipient may offer services but cannot require them). In contrast, when providing ESG homelessness prevention or rapid re-housing assistance to a program participant, the recipient or subrecipient must require the program participant to meet with a case manager not less than once per month to assist the program participant in ensuring long-term housing stability and develop a plan to assist the program participant to retain permanent housing after the ESG assistance ends (24 CFR 576.401(e)). Because of these differences in the two programs, HOME-TBRA funds may not be used as Match for the ESG funds. SHP funds generally cannot be used as match, because very few activity costs are allowable under both SHP and ESG. However, in some cases, such as where SHP funds are used for HMIS or street outreach costs that are allowable under ESG, SHP funds can be counted as match in accordance with conditions 1-8 above. Please note, however, that HMIS costs are only eligible to be used as match under ESG if they are eligible under section 576.107 and allocable to the ESG program, whether charged as direct costs or indirect costs. If the SHP HMIS funds are being used to pay for SHP projects’ data entry, those data entry costs are not allocable to the ESG program, and the funds used cannot be counted as match. Reports of Independent Auditors and Financial Statements with Supplementary Information Marjaree Mason Center, Inc. September 30, 2022 with Summarized Comparative Information for the Year Ended September 30, 2021 Table of Contents REPORT OF INDEPENDENT AUDITORS ................................................................................................................ 1 FINANCIAL STATEMENTS Statements of Financial Position .......................................................................................................................... 5 Statement of Activities and Changes in Net Assets ............................................................................................. 6 Statement of Functional Expenses ...................................................................................................................... 7 Statements of Cash Flows ................................................................................................................................... 8 Notes to Financial Statements ............................................................................................................................. 9 SUPPLEMENTARY INFORMATION Schedule of Expenditures of Federal Awards .................................................................................................... 24 Notes to Schedule of Expenditures of Federal Awards ..................................................................................... 25 SINGLE AUDIT REPORTS REPORT OF INDEPENDENT AUDITORS ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS .................................................................................................................................. 27 REPORT OF INDEPENDENT AUDITORS ON COMPLIANCE FOR THE MAJOR FEDERAL PROGRAM AND REPORT ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE .............................................................................................................................. 29 Schedule of Findings and Questioned Costs ..................................................................................................... 32 OTHER INFORMATION Combining Schedule of Revenue, Support, and Expenses – Unaudited .......................................................... 35 1 Report of Independent Auditors The Board of Directors Marjaree Mason Center, Inc. Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Marjaree Mason Center, Inc. (the “Organization”), which comprise the statement of financial position as of September 30, 2022, and the related statements of activities and changes in net assets, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the respective financial position Marjaree Mason Center, Inc. as of September 30, 2022, and the changes in its net assets and its cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards (Government Auditing Standards), issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Organization and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Organization’s ability to continue as a going concern for one year after the date the financial statements are available to be issued. 2 Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we: •Exercise professional judgment and maintain professional skepticism throughout the audit. •Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. •Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Organization’s internal control. Accordingly, no such opinion is expressed. •Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. •Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Organization’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. 3 Supplementary Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. Summarized Comparative Information We have previously audited the Organization’s 2021 financial statements, and we expressed an unmodified audit opinion on those audited financial statements in our report dated January 28, 2022. In our opinion, the summarized comparative information presented herein as of and for the year ended September 30, 2021, is consistent, in all material respects, with the audited financial statements from which it has been derived. Other Information Management is responsible for the other information included in the report. The other information comprises the combining schedule of revenue, support and expenses but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information, and we do not express an opinion or any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated January 16, 2023 on our consideration of the Organization’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Organization’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Organization’s internal control over financial reporting and compliance. Fresno, California January 16, 2023 Financial Statements Marjaree Mason Center, Inc. 5 See accompanying notes to financial statements. Statements of Financial Position September 30, 2022 and 2021 2022 2021 CURRENT ASSETS Cash and cash equivalents 2,579,744$ 2,856,348$ Investments in marketable securities 2,882,821 1,660,013 Grants receivable 640,690 1,022,978 Other receivables 4,763 - Pledges receivable, current portion 159,952 123,467 Prepaid expenses 149,969 97,803 Deposits 125,025 28,798 Total current assets 6,542,964 5,789,407 PROPERTY AND EQUIPMENT, net 2,582,410 2,755,981 PLEDGES RECEIVABLE, net of current portion 25,000 50,000 BENEFICIAL INTEREST IN PERPETUAL TRUSTS, net 184,500 821,719 Total assets 9,334,874$ 9,417,107$ CURRENT LIABILITIES Accounts payable and accrued expenses 247,737$ 164,358$ Accrued salaries and benefits 316,091 254,397 Deferred revenue 220,600 160,350 Refundable advances - 327,888 Total liabilities 784,428 906,993 NET ASSETS Without donor restriction 6,430,976 6,192,673 With donor restriction 2,119,470 2,317,441 Total net assets 8,550,446 8,510,114 Total liabilities and net assets 9,334,874$ 9,417,107$ ASSETS LIABILITIES AND NET ASSETS Marjaree Mason Center, Inc. See accompanying notes to financial statements. 6 Statement of Activities and Changes in Net Assets Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) Without Donor With Donor Total Restriction Restriction 2022 2021 REVENUES, GAINS, AND OTHER SUPPORT Grants and contracts 5,413,940$ -$ 5,413,940$ 5,153,180$ Contributions 1,531,957 1,413,587 2,945,544 3,003,763 In-kind donations 101,521 - 101,521 123,274 Special events 521,886 - 521,886 303,701 Program fees 145,948 - 145,948 184,990 Other income 14,700 - 14,700 42,897 Legacies and bequests 100,000 - 100,000 109,777 Emergency Housing and Assistance grant - - - 1,210,000 Loss on disposal of assets - - - (7,118) Net realized and unrealized (loss) gain in fair value of perpetual trusts -(85,438) (85,438) 54,522 Interest and dividend income, net 53,739 - 53,739 25,457 Net realized and unrealized (loss) gain in fair value of investments (555,060) - (555,060) 183,742 Total revenues, gains, and other support 7,328,631 1,328,149 8,656,780 10,388,185 NET ASSETS RELEASED FROM RESTRICTIONS Restrictions satisfied by payment of related expenses 1,526,120 (1,526,120) - - Total revenues, gains, and other support after net assets released from restrictions 8,854,751 (197,971) 8,656,780 10,388,185 EXPENSES Program services 6,592,236 - 6,592,236 6,078,802 Supporting services 1,222,750 - 1,222,750 924,362 Fundraising 768,309 - 768,309 575,795 Total expenses 8,583,295 - 8,583,295 7,578,959 CHANGES IN NET ASSETS 271,456 (197,971) 73,485 2,809,226 NET ASSETS, beginning of year 6,192,673 2,317,441 8,510,114 5,723,152 GRANT FUNDED ASSETS Contributions 85,086 - 85,086 132,519 Depreciation (118,239) - (118,239) (131,321) Disposals - - - (23,462) Changes in grant funded assets (33,153) - (33,153) (22,264) NET ASSETS, end of year 6,430,976$ 2,119,470$ 8,550,446$ 8,510,114$ Marjaree Mason Center, Inc. See accompanying notes to financial statements. 7 Statement of Functional Expenses Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) Advocacy and Total Emergency Rehousing Legal Other Program Supporting Services Services Assistance Programs Services Services Fundraising 2022 2021 Accounting and legal 25,427$ 13,663$ 1,505$ 4,098$ 44,693$ 31,242$ 294$ 76,229$ 48,563$ Advertising 149 399 - 3,661 4,209 3,872 9,060 17,141 12,489 Bad debt expense - - - - - - 2,500 2,500 - Bank charges - - - - - 88 - 88 891 Computer services 24,484 4,537 1,808 2,219 33,048 3,908 1,507 38,463 42,423 Conferences, conventions, and meetings 17,328 4,162 1,540 15,778 38,808 6,834 71,764 117,406 142,081 Depreciation 142,481 26,457 - - 168,938 14,119 - 183,057 180,824 Donated services and supplies 72,449 31,749 - - 104,198 3,864 - 108,062 123,086 Dues and subscriptions 10,776 600 1,273 902 13,551 7,678 6,163 27,392 20,752 Employee benefits 406,383 75,350 33,526 34,938 550,197 244,918 43,214 838,329 636,311 Equipment rental, repairs, and maintenance 287,784 100,531 17,103 13,624 419,042 27,966 79,988 526,996 532,527 Food 120,940 462 65 - 121,467 207 - 121,674 152,892 Insurance 43,003 5,484 1,061 1,230 50,778 22,129 680 73,587 68,245 Interest - - - - - 316 - 316 30,000 Miscellaneous 484 50 - 10 544 3,505 87 4,136 1,390 Office expense 10,440 2,034 580 1,856 14,910 40,296 3,832 59,038 44,375 Printing 1,402 4,714 419 16,987 23,522 858 36,916 61,296 35,653 Professional fees 54,055 8,556 2,157 32,282 97,050 119,642 178,915 395,607 274,259 Program supplies 918,013 432,612 11 39,092 1,389,728 4,561 31,508 1,425,797 1,406,256 Rent 128,340 15,913 1,097 14,306 159,656 3 17,775 177,434 184,262 Salaries 2,202,662 386,418 227,840 187,556 3,004,476 657,471 279,905 3,941,852 3,357,482 Security 105,593 1,101 - - 106,694 - - 106,694 10,922 Taxes and licenses 93 6,759 - - 6,852 17,111 - 23,963 121 Utilities 207,392 24,185 4,337 3,961 239,875 12,162 4,201 256,238 273,155 4,779,678$ 1,145,736$ 294,322$ 372,500$ 6,592,236$ 1,222,750$ 768,309$ 8,583,295$ 7,578,959$ Total Program Services Marjaree Mason Center, Inc. 8 See accompanying notes to financial statements. Statements of Cash Flows Years Ended September 30, 2022 and 2021 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Changes in net assets 73,485$ 2,809,226$ Adjustment to reconcile changes in net assets to net cash from operating activities: Depreciation 183,057 180,824 Bad debt expense 2,500 - Loss on disposal of assets - 7,118 Contribution of beneficial interest in perpetual trust - (572,905) Net realized and unrealized loss (gain) on investments and perpetual trusts 640,498 (238,264) Dividend income, reinvested (12,850) (16,974) Changes in operating assets and liabilities: Grants receivable 379,788 (229,017) Pledges receivable (11,485) 50,339 Other receivables (4,763) - Prepaid expenses (52,166) (12,453) Deposits (96,227) 13,527 Accounts payable and accrued expenses 83,379 (239,759) Accrued salaries and benefits 61,694 (61,292) Deferred revenue 60,250 71,450 Refundable advances (327,888) (672,112) Net cash from operating activities 979,272 1,089,708 CASH FLOWS FROM INVESTING ACTIVITIES Payments for construction in progress - (20,071) Purchase of property and equipment (42,639) (4,402) Proceeds from disposal of assets - 14,500 Proceeds from distribution of beneficial interest in perpetual trust 551,781 - Purchases of investments (2,350,847) (238,300) Proceeds from sale of investments 585,829 227,094 Net cash from investing activities (1,255,876) (21,179) NET CHANGES IN CASH AND CASH EQUIVALENTS (276,604) 1,068,529 CASH AND CASH EQUIVALENTS, beginning of year 2,856,348 1,787,819 CASH AND CASH EQUIVALENTS, end of year 2,579,744$ 2,856,348$ SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES In-kind contributions 101,521$ 123,274$ Assets placed in service from construction in progress -$ 70,759$ Marjaree Mason Center, Inc. 9 Notes to Financial Statements NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of activities – Marjaree Mason Center, Inc. (the “Organization”), a California nonprofit corporation, operates shelters for victims of domestic violence and their children, and provides counseling, education, and other related services in Fresno County and surrounding areas. The Organization receives funding for its programs and operations from a variety of governmental and community sources, including, but not limited to, the City of Fresno, the County of Fresno, U.S. Department of Housing & Urban Development, and the California Office of Emergency Services. Method of accounting – The Organization uses the accrual basis method of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently implemented pronouncement – On October 1, 2021, the Organization adopted Accounting Standards Update (“ASU”) 2020-07, Not-for-Profit Entities (Topic 958): Presentation and Disclosures by Not-for-Profit Entities for Contributed Nonfinancial Assets. This standard is intended to improve U.S. GAAP by increasing the transparency of contributed nonfinancial assets for not-for-profit (“NFP”) entities through enhancements to presentation and disclosure. The amendments in this update address certain stakeholders’ concerns about the lack of transparency about the measurement of contributed nonfinancial assets recognized by NFP’s, as well as the amount of those contributions used in an NFP’s programs and other activities. The standard is effective for annual periods beginning after June 15, 2021, and as such, the Organization adopted the new standard effective October 1, 2021, under a retrospective basis. The adoption of this standard did not have a significant impact on the Organization’s financial position, activities and change in assets, or cash flows. No changes were recorded to previously reported transactions as a result of the adoption. Revenue recognition – Contributions, legacies and bequests, and unconditional grants are recognized as support and revenues when they are received or unconditionally pledged. These contributions are shown as restricted support and revenues if they are subject to time or donor restrictions. Net assets with donor restrictions are reclassified to net assets without donor restrictions and reported in the statement of activities and changes in net assets as net assets released from restrictions when a stipulated time restriction ends, purpose restriction is accomplished, or both; however, contributions and grants with donor restrictions are reported as support and revenues without donor restrictions if the restriction is met in the same year that the gift is received. Conditional contributions are not recorded as support and revenues until the conditions are met. Payments classified as exchange transactions (reciprocal transfers between two entities in which goods and services of equal value is exchanged) are not recorded as other support and revenue until allowable expenditures are incurred. Special events revenue is recognized at a point in time when the event takes place. Amounts collected in advance of the event are deferred until the event is conducted. Marjaree Mason Center, Inc. Notes to Financial Statements 10 Program fees revenue is recognized at a point in time when the service takes place and consists of amounts collected for education and training program services provided to program participants. Grant arrangements have been evaluated and determined to be nonreciprocal, meaning the granting entity has not received a direct benefit in exchange for the resources provided. Instead, revenue is recognized as a conditional contribution—when the barrier to entitlement is overcome. The barrier to entitlement is considered overcome when expenditures associated with the grant are determined to be allowable and all other significant conditions of the grant are met. The largest of these grants supports the Organization’s emergency services and rehousing services programs to operate their shelters for victims of domestic violence and their children, and to provide counseling and educational services. Conditional grant revenue recognition – In accordance with Accounting Standards Codification (“ASC”) 958- 605, Not-for-Profit Entities—Revenue Recognition (“ASC 958-605”), for conditional grants, the Organization accounts for these grants initially as refundable advances until the conditions of the grant are substantially met. Classification of net assets – Net assets and revenues, expenses, gains, and losses are classified based on the existence or absence of donor-imposed restrictions as follows: Without donor restriction – Net assets not subject to use or time restrictions. A portion of these net assets may be designated by the Board of Directors for specific purposes. At September 30, 2022 and 2021, there were no board-designated net assets. With donor restriction – Defined as that portion of net assets that consist of a restriction on the specific use or the occurrence of a certain future event. Net assets with donor restriction represent amounts collected by the Organization to be spent on specific purposes or activities. Restrictions on net assets are usually met within a year of receiving the amount restricted. Cash and cash equivalents – For purposes of reporting the statements of cash flows, the Organization considers cash accounts, money market accounts, and certificates of deposits with original maturities of three months or less to be cash equivalents. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At September 30, 2022 and 2021, the Organization had approximately $1,943,000 and $2,785,000 uninsured cash balances, respectively. The Organization has not experienced any losses on those deposits and believes it is not exposed to any significant credit risk. Investments in marketable securities – Investments in marketable securities consist primarily of publicly traded mutual funds and common stock and are recorded at fair value. These investments are covered by the Securities Investor Protection Corporation up to $500,000 (including $250,000 of cash). Investment income and unrealized gains and losses, net of investment expenses, are reported in the statement of activities and changes in net assets. Marjaree Mason Center, Inc. Notes to Financial Statements 11 Grants receivable – The Organization utilizes the allowance of accounting for and reporting uncollectible or doubtful accounts. Management determines the allowance for doubtful accounts based on an analysis of specific customers, taking into consideration the age of the past due accounts and an assessment of the customer’s ability to pay. At September 30, 2022 and 2021, management considered all grants receivable balances to be fully collectible and, therefore, no allowance for doubtful accounts has been recorded. Grants receivable are written off when deemed uncollectible. Recoveries of grants receivable previously written off are recorded as income when received. The Organization grants credit to its customers, substantially all of which are government agencies (federal, state, and local) and generally requires no collateral from its customers. Contributions and pledges receivable – Unconditional contributions, including pledges to give at estimated net realizable value, are recognized as revenue in the period received. The Organization reports conditional contributions as with donor restriction support if they are received with donor stipulations that limit the use of the donated assets. Pledges receivable at September 30, 2022 and 2021, amounted to $184,952 and $173,467, respectively. Property and equipment – According to the Organization’s policy, property and equipment acquisitions over $2,500 are capitalized. Purchased property and equipment is capitalized at cost, donated property and equipment is recorded at fair value. The Organization does not imply restrictions on the use of contributed property and equipment received without donor stipulations. Expenditures that increase the life of the related assets are capitalized. Repairs and maintenance, including planned major maintenance activities, are charged to operations when incurred. Leasehold improvements are depreciated over the lesser of the remaining lease agreement or the estimated useful life. Depreciation is computed using the straight-line method over the following estimated useful lives: Buildings and land improvements 5–40 years Furnishings, equipment, and vehicles 5–10 years Property and equipment purchased with federal funds is subject to various usage, maintenance, and disposition provisions of the Uniform Guidance, as well as any additional provisions established by the funding agency. Deferred revenue – Deferred revenue represents special event revenues received by the Organization in advance of the event’s occurrence and grant monies billed but not yet received or earned. In-kind contributions – Contributions of noncash assets are utilized by the Organization in providing services and are recorded at their fair values in the period received. Contributions of noncash assets received for fundraising events (such as catering, entertainment, etc.) are not recorded in the accompanying financial statements. In addition, contributions of noncash assets to be sold at fundraising events by the Organization are recorded at the time of sale. Contributions of donated services that create or enhance nonfinancial assets or require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation, are recorded at their fair values in the period received. Marjaree Mason Center, Inc. Notes to Financial Statements 12 A number of unpaid volunteers have made significant contributions of their time to the Organization. However, the value of these services is not reflected in the accompanying financial statements because U.S. GAAP do not allow for the recognition of nonspecialized services. The values of professional services provided by trained volunteers are recorded in the accompanying financial statements (see Note 12). Advertising costs – Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred. The costs of direct-response advertising are capitalized and amortized over the period during which future benefits are expected to be received. For the years ended September 30, 2022 and 2021, advertising costs expensed amounted to $17,141 and $12,489, respectively; no costs were capitalized. Allocation of expenses – The costs of providing various programs and activities have been summarized on a functional basis in the statements of activities and changes in net assets and functional expenses. During the year, such costs are accumulated into separate groupings as either “direct” or “indirect.” Indirect or shared costs are allocated among program and support services by a method that best measures the relative degree of benefit, such as square footage, hours worked, and employee headcount. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Fundraising expenses – Costs of acquiring or applying for a contract or grant are categorized as indirect expenses and not separately stated as fundraising expenses. Fundraising expenses are expensed as incurred. Revenue from fundraising events is recognized in the period in which the event takes place. Income taxes – The Organization is a tax-exempt corporation under Section 501(c)(3) of the Internal Revenue Code and section 23701(d) of the State of California Corporate Code. The Organization is subject to taxation on any unrelated business income. Uncertain tax positions – The Organization recognizes the effect of income tax provisions only if those positions are more likely than not of being sustained. The Organization does not believe its financial statements include any uncertain tax positions. Summarized comparative information – The accompanying financial statements include certain prior-year comparative information in summarized form without net asset class detail or functional expense allocation detail. Such information does not include sufficient detail to constitute a presentation in conformity with U.S. GAAP. Accordingly, such information should be read in conjunction with the Organization’s financial statements for the prior year ended September 30, 2021, from which the summarized information was derived. Marjaree Mason Center, Inc. Notes to Financial Statements 13 NOTE 2 – INVESTMENTS IN MARKETABLE SECURITIES Investments in marketable securities consisted of the following at September 30: 2022 2021 Mutual funds: Columbia Ultra Short Term Bond CLA 248,700$ -$ Pioneer Multi Asset Ultrashort Income CLA 247,538 - Fidelity Advisor Short Term Bond CLA 237,168 - CVCF Social Impact Pooled Investment 208,165 69,828 JP Morgan Equity Income CLI 165,952 120,697 Columbia Disciplined Cor Instl Cl 124,546 131,218 PGIM Floating Rate Income CL Z 120,284 - MFS Total Return Bond CLI 117,483 96,157 Columbia Strategic Income CLZ 114,580 93,464 AB High Income Advisor CL 107,985 91,806 Fidelity Advisor Strategic Income CLI 104,686 84,265 Mainstay CBRE Global Infra CLI 98,696 47,597 Brandywineglobal Global Opptys Bond CL I 91,280 95,466 Janus Henderson High Yield CLI 85,366 72,590 BNY Mellon Global Real Return CLI 75,784 - Blackstone Alt Multi Strategy CLI 75,766 - Columbia Select Global Equity 74,734 70,657 Western Asset Core Plus Bond CLI 73,814 64,899 BNY Mellon International Bond CLI 58,639 - Federated Hermes Strategic Value 52,439 - Janus Henderson Global Real Estate CLI 52,335 47,704 Columbia Seligman Global Technology CLZ 42,715 37,942 Invesco Balanced Risk Alloc CLY 40,230 36,386 Delaware Small Cap Core CLI 40,210 - Transamerica Intl Equity CLI 39,858 37,184 AB Sustainable Global Thematic Advisor CL 36,055 33,932 Janus Henderson Global Life Sciences CLI 27,385 21,839 Columbia Strategic Income CLZ 10,951 6,377 MFS Conservative ALLOC CLI - 99,622 Fidelity Advisor New Market Income CLI - 58,719 Matthews Asia Dividend Investor CL - 57,499 Dreyfus Intl bond CLI - 53,231 JPMorgan Core Bond CL I - 45,063 Total mutual funds 2,773,344 1,574,142 Exchange-traded funds: SPDR S&P 500 ETF 102,133 82,943 Money market fund: Ameriprise Insured Money Market 7,344 2,928 Total investments in marketable securities 2,882,821$ 1,660,013$ Marjaree Mason Center, Inc. Notes to Financial Statements 14 During the years ended September 30, 2022 and 2021, dividend income reinvested into mutual funds was approximately $13,000 and $17,000, respectively. During the years ended September 30, 2022 and 2021, net realized and unrealized (loss) and gain was $(555,060) and $183,742, respectively. During the years ended September 30, 2022 and 2021, proceeds from the sales of investments were $585,829 and $227,094, respectively. NOTE 3 – FAIR VALUE MEASUREMENTS The Organization’s investments are reported at fair value in the accompanying statements of financial position. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Organization believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The fair value measurement accounting literature establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. The Organization uses appropriate valuation techniques based on the available inputs to measure the fair value of its investments. When available, the Organization measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. The Organization had no assets or liabilities measured using Level 2 or Level 3 inputs. The three levels of the fair value of hierarchy are described below: Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Organization has the ability to access. Level 2 – Inputs to the valuation methodology include: •Quoted market prices for similar assets or liabilities in active markets; •Quoted prices for identical or similar assets or liabilities in inactive markets; •Inputs other than quoted prices that are observable for the asset or liability; and •Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 1 fair value measurements – The fair value of mutual funds and exchange traded finds are based on quoted prices in active markets for identical assets. Marjaree Mason Center, Inc. Notes to Financial Statements 15 Investments held at net asset value – Beneficial interests in perpetual trusts are valued at the pro-rata ownership percentage of the net asset value (“NAV”) of the private investment. The NAV is based on the underlying assets in the trust, which consist of common stocks and mutual funds. The use of NAV as fair value is deemed appropriate as the private investments do not have finite lives, unfunded commitments relating to these types of investments, or significant restrictions on redemptions. Accounting standards allow for the use of a practical expedient for the estimations of the fair value of investment companies or private investments for which the investment does not have a readily determinable fair value. The practical expedient used by the Organization to value these investments is the NAV. In some instances, the NAV may not equal the fair value that would be calculated under fair value accounting standards. The following table sets forth by level, within the fair value hierarchy, the Organization’s assets measured at fair value on a recurring basis as of September 30, 2022: Investments Held Level 1 Level 2 Level 3 at NAV Total Mutual funds: Blended Bond 1,379,081$ -$ -$ -$ 1,379,081$ Domestic Stock 538,873 - - - 538,873 International Bond 225,684 - - - 225,684 Blended Asset 116,013 - - - 116,013 Blended Stock 388,162 - - - 388,162 Domestic Bond 125,531 - - - 125,531 Total mutual funds 2,773,344 - - - 2,773,344 Exchange-traded funds 102,133 - - - 102,133 Money market funds 7,344 - - - 7,344 Beneficial interest in perpetual trusts - - - 184,500 184,500 Total assets at fair value $ 2,882,821 -$ -$ 184,500$ $ 3,067,321 Fair Value Measurements The following table sets forth by level, within the fair value hierarchy, the Organization’s assets measured at fair value on a recurring basis as of September 30, 2021: Investments Held Level 1 Level 2 Level 3 at NAV Total Mutual funds: Blended Bond 488,712$ -$ -$ -$ 488,712$ Domestic Stock 328,120 - - - 328,120 International Bond 207,416 - - - 207,416 Blended Asset 136,008 - - - 136,008 Blended Stock 262,923 - - - 262,923 Domestic Bond 93,464 - - - 93,464 International Stock 57,499 - - - 57,499 Total mutual funds 1,574,142 - - - 1,574,142 Exchange-traded funds 82,943 - - - 82,943 Money market funds 2,928 - - - 2,928 Beneficial interest in perpetual trusts - - - 821,719 821,719 Total assets at fair value $ 1,660,013 -$ -$ 821,719$ $ 2,481,732 Fair Value Measurements The Organization’s policy is to recognize transfers into and out of Levels 2 and 3 inputs as of the date of the event or change in circumstances that caused the transfer. For the years ended September 30, 2022 and 2021, there were no significant transfers into or out of Level 2 or Level 3 inputs. Marjaree Mason Center, Inc. Notes to Financial Statements 16 NOTE 4 – GRANTS RECEIVABLE Grants receivable consisted of the following at September 30: 2022 2021 California Office of Emergency Services 259,984$ 203,714$ County of Fresno 137,336 122,587 U.S. Department of Housing and Urban Development 129,623 513,142 FEMA 44,916 68,798 City of Fresno 38,237 64,209 Westcare 18,019 30,722 Fresno Unified 8,345 - Madera County 4,230 3,231 Saint Agnes Hospital - 16,575 640,690$ 1,022,978$ NOTE 5 – PLEDGES RECEIVABLE Pledges receivable consisted of the following at September 30: 2022 2021 Pledges receivable in less than one year 159,952$ 123,467$ Pledges receivable in one to five years 25,000 50,000 184,952$ 173,467$ NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at September 30: 2022 2021 Building and land improvements 4,990,873$ 4,928,826$ Leasehold improvements 94,546 94,546 Equipment 93,946 65,258 Buildings 660,387 660,387 Furniture and fixtures 47,748 47,748 Vehicles 247,470 210,480 Land 29,064 29,064 6,164,034 6,036,309 Less: accumulated depreciation (3,581,624) (3,280,328) 2,582,410$ 2,755,981$ The Organization incurred depreciation expense of $301,296 and $312,145 for the years ended September 30, 2022 and 2021, respectively. Marjaree Mason Center, Inc. Notes to Financial Statements 17 NOTE 7 – BENEFICIAL INTEREST IN PERPETUAL TRUSTS Beneficial interest in perpetual trusts consisted of the Organization’s percentage interest in three separate perpetual trusts accounted for as split-interest agreements. The Organization values its interest in these trusts based on the fair value of each trust’s underlying assets. Balances consisted of the following at September 30: 2022 2021 Burks’ Trust (5% interest)175,598$ 207,186$ Nine Trust (5% interest)8,902 11,484 Rea's Trust (10% interest)70,276 603,049 254,776 821,719 Less: allowance for beneficial interest in perpetual trusts (70,276) - 184,500$ 821,719$ During the years ended September 30, 2022 and 2021, the Organization’s portion of unrealized (loss) and gain were $(15,162) and $54,522, respectively. During the year ended September 30, 2022, the Organization received a distribution from the Rea’s Trust in the amount of $551,781. No distributions were received during the year ended September 30, 2021. At September 30, 2022, beneficial interest in perpetual trusts was shown net of an allowance of $70,276. No allowance was recorded at September 31, 2021. NOTE 8 – REFUNDABLE ADVANCES The Organization was awarded a grant from the Anthem Blue Cross Foundation, LLC in the amount of $200,000 to help fund routine prenatal care, maternal health education, and wellness checks during pregnancy for victims of domestic violence as part of the Maternal Health Program. In accordance with ASC 958-605 for conditional grants, the Organization is accounting for this grant as a refundable advance until the conditions of the grant are substantially met. At September 30, 2022, $- of the refundable advance was remaining, the Organization met the remaining requirements of the conditional grant. The Organization was awarded a grant from the City of Fresno in the amount of $500,000 for emergency shelter needs for domestic survivors related to the novel coronavirus (“COVID-19”) pandemic. In accordance with ASC 958-605 for conditional grants, the Organization is accounting for this grant as a refundable advance until the conditions of the grant are substantially met. At September 30, 2021, $327,888 of the refundable advance was remaining. The Organization met the remaining requirements of the conditional grant during the year ended September 30, 2022. Marjaree Mason Center, Inc. Notes to Financial Statements 18 The Organization was awarded a grant from the State of California Emergency Housing and Assistance Program (“EHAP”) for renovation of an emergency shelter in Fresno in the amount of $1,000,000. In accordance with ASC 958-605 for conditional grants, the Organization accounted for this grant as a refundable advance until the conditions of the grant were substantially met. Repayment is deferred as long as the property was used as an emergency shelter or transitional housing for 7 years. If the condition is not met, the Organization must pay the amount back with a 3% rate of interest, per annum. Accrued interest totaled $210,000 at September 30, 2021. As the Organization substantially met the conditions, the amount is reported as grant revenue in the amount of $1,210,000 as of September 30, 2021. NOTE 9 – OBLIGATIONS UNDER OPERATING LEASES The Organization leases office equipment and property, which require certain minimum annual rental payments. The leases vary in terms and expire between December 2022 and March 2066. For the year ended September 30, 2022, total office equipment and property lease expenses were $110,143 and $153,576, respectively. For the year ended September 30, 2021, total office equipment and property lease expenses were $50,571 and $148,922, respectively. The future annual minimum lease payments under long-term contractual obligations at September 30, 2022, are as follows: Years Ending September 30, 2023 62,407$ 2024 32,632 2025 32,632 2026 16,169 2027 100 Thereafter 3,900 147,840$ Marjaree Mason Center, Inc. Notes to Financial Statements 19 NOTE 10 – NET ASSETS WITH DONOR RESTRICTION Amounts received from various donors for specific purposes are net assets with donor restriction that have been spent for their specified purposes. Net assets with donor restriction consisted of the following at September 30: 2022 2021 Bullard site 1,178,296$ -$ Shelter, food, and supplies for clients and children 493,801 598,186 Beneficial trusts 184,500 821,719 Clovis shelter 137,457 155,262 Programs and counseling 114,151 652,689 Auto and facilities maintenance 6,905 18,180 Education and outreach 4,360 70,528 Reedley facility - 877 2,119,470$ 2,317,441$ Net assets released from restriction during the years ended September 30, 2022 and 2021, totaled $1,526,120 and $803,638, respectively. NOTE 11 – RETIREMENT PLAN The Organization established a 401(k) Retirement Plan covering all active, full-time employees aged 21 or older. Matching contributions of $46,939 and $12,210 were made during the years ended September 30, 2022 and 2021, respectively. NOTE 12 – IN-KIND DONATIONS In-kind donations consisted of the following for the years ended September 30: 2022 2021 Trained volunteers 57,951$ 75,112$ Fresno, Clovis, and Reedley shelters 12,120 17,162 Meathead Movers 31,000 31,000 Donated meals 450 - 101,521$ 123,274$ The Organization’s policy related to in-kind donations is to utilize the assets given to carry out the mission of the Organization. If an asset is provided that does not allow the Organization to utilize it in its normal course of business, the asset will be sold at its fair market value as determined by appraisal or specialist depending on the type of asset. Marjaree Mason Center, Inc. Notes to Financial Statements 20 The Organization was provided professional clinical services at no cost to service the individuals in their shelters and other programs. Based on current market rates for these services, the Organization would have paid $70,071 and $92,274 for the years ended September 30, 2022 and 2021, respectively. The Organization was provided discretionary moving services from Meathead Movers to support victims of domestic violence in Fresno County. Based on current market rates for these services, the Organization would have paid $31,000 for each of the years ended September 30, 2022 and 2021. All in-kind donations received by the Organization for the years ended September 30, 2022 and 2021, were considered without donor restrictions and able to be used by the Organization as determined by the board of directors and management. NOTE 13 – CONTINGENCIES AND CONCENTRATIONS Federal, state, and local grants – Amounts received from grant agencies are subject to audit and adjustment by grantor agencies, principally the state and federal government. Any disallowed claims, including amounts already collected, may constitute a liability of the Organization. There are no pending audits or proposed adjustments currently. Economic dependency – The Organization receives a majority of its funding through various programs and contracts with federal, state, local, and private agencies. Grants and contracts for the years ended September 30, 2022 and 2021, comprise approximately 76% and 62%, respectively, of total revenue without donor restriction. The following is a summary of total grants and contracts received by granting and contracting agency for the year ended September 30, 2022: Granting and Contracting Agency Amount Percentage Department of Housing and Urban Development 1,625,075$ 30.02% California Office of Emergency Services 1,449,206 26.77% City of Fresno 959,955 17.73% County of Fresno 821,887 15.18% Other contracts 296,731 5.48% Federal Emergency Management Agency 94,916 1.75% Fresno Unified School District 85,345 1.58% Madera District 28,908 0.53% Westcare 27,062 0.50% Saint Agnes Hospital 24,855 0.46% 5,413,940$ 100.00 Marjaree Mason Center, Inc. Notes to Financial Statements 21 The following is a summary of total grants and contracts received by granting and contracting agency for the year ended September 30, 2021: Granting and Contracting Agency Amount Percentage Department of Housing and Urban Development 1,423,373$ 27.62% California Office of Emergency Services 1,343,913 26.08% City of Fresno 970,792 18.84% County of Fresno 951,690 18.47% Other contracts 178,747 3.47% Fresno Unified School District 77,000 1.49% California Partnership to End Domestic Violence 71,250 1.38% Federal Emergency Management Agency 68,798 1.34% Saint Agnes Hospital 33,145 0.64% County of Madera 18,823 0.37% Westcare 15,649 0.30% 5,153,180$ 100.00 NOTE 14 – LIQUIDITY AND FUNDS AVAILABLE Financial assets available to meet cash needs for general expenditures within one year as of September 30, 2022, are as follows: Financial assets: Cash and cash equivalents 2,579,744$ Investments in marketable securities 2,882,821 Grants receivable 640,690 Other receivables 4,763 Pledges receivable 184,952 Financial assets at September 30, 2022 6,292,970 Less those unavailable for general expenditure within one year, due to: Noncurrent portion of pledges receivable (25,000) Financial assets available to meet cash needs for general expenditures within one year 6,267,970$ The Organization’s spending policy is to structure its financial assets to be available for operations, capital assets, and opportunities to enhance the Organization’s mission. The Organization has certain donor-restricted net assets that are available for general expenditures within one year of September 30, 2022, because the restrictions on the net assets are expected to be met by conducting the normal activities of the programs in the coming year. Marjaree Mason Center, Inc. Notes to Financial Statements 22 NOTE 15 – SUBSEQUENT EVENTS Subsequent events are events or transactions that occur after the statement of financial position date, but before financial statements are available to be issued. The Organization recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the statement of financial position, including the estimates inherent in the process of preparing the financial statements. The Organization’s financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the statement of financial position, but arose after the statement of financial position date and before financial statements are available to be issued. The Organization has evaluated subsequent events through January 16, 2023, which is the date the financial statements were available to be issued, and determined the following event required disclosure: On December 3, 2021, the Organization signed a purchase and sale agreement with an unrelated party to purchase a building to replace the Organization’s current administration building and Fresno shelter. The total purchase price of the building is $7,000,000. On December 6, 2021, escrow was opened, and due diligence was started. The purchase was delayed due to a City of Fresno zoning contract with limitations of the building purpose. The zoning contract was lifted during the summer 2022, which initiated the due diligence process again. On December 13, 2022, the Organization closed on the purchase. The Organization obtained a promissory note payable to an unrelated party in the amount of $2,000,000, including interest at a rate of 4.10% per annum, with principal and accrued interest payable at maturity on December 13, 2023. The remaining balance on the purchase was made with $2,700,000 of cash and $2,300,000 of an in-kind donation. Supplementary Information Marjaree Mason Center, Inc. 24 See notes to schedule of expenditures of federal awards. Schedule of Expenditures of Federal Awards Year Ended September 30, 2022 Federal Grantor/Pass-through Grantor/Program Title Federal Assistance Listing Number Pass-through Entity Identifying Number Federal Expenditures Community Development Block Grants - Entitlement Grants Cluster U.S. Department of Housing and Urban Development Passed through the County of Fresno Community Development Block Grant 14.218 A-21-313 37,484$ Passed through the City of Fresno Community Development Block Grant 14.218 N/A 50,616 Total Community Development Block Grants - Entitlement Grants Cluster 88,100 Continuum of Care Program U.S. Department of Housing and Urban Development Direct award HUD Clovis - Supportive Housing 14.267 CA0974L9T142007 154,272 HUD Clovis - Supportive Housing 14.267 CA0974L9T142108 75,555 HUD Welcome Home 14.267 CA1480L9T141904 7,251 HUD Welcome Home 14.267 CA1185L9T142108 66,529 HUD Welcome Home 2 14.267 CA1410L9T142005 129,184 HUD Welcome Home 2 14.267 CA1410L9T142106 21,205 HUD Welcome Home 3 14.267 CA1480L9T142005 138,027 HUD Welcome Home 3 14.267 CA1480L9T142106 38,293 HUD Coordinated Entry 14.267 CA1762D9T142002 350,270 HUD Coordinated Entry 14.267 CA1762D9T1142103 37,742 HUD Coordinated Entry 2 14.267 CA1854L9141900 65,446 HUD Coordinated Entry 2 14.267 CA1854L9T142102 395,214 HUD Safe and Sound 14.267 CA1764D9T142002 146,087 Total Continuum of Care Program 1,625,075 Emergency Solutions Grant U.S. Department of Housing and Urban Development Passed through the City of Fresno Emergency Solutions Grant 14.231 N/A 95,473 Total U.S. Department of Housing and Urban Development 1,808,648 Crime Victim Assistance U.S. Department of Justice Passed through the California Office of Emergency Services Domestic Violence Assistance Program 16.575 DV20341257 65,000 Domestic Violence Assistance Program 16.575 DV20341257 118,513 Unserved/Underserved Victim Advocacy 16.575 UV20031257 8,597 Unserved/Underserved Victim Advocacy 16.575 UV21041257 41,802 Unserved/Underserved Victim Advocacy 16.575 UV21041257 78,040 Housing First 16.575 XD20031257 54,392 Housing First 16.575 XD2031257 238,387 Transitional Housing - FSP 16.575 XH20031257 46,900 Transitional Housing - FSP 16.575 XH21041257 147,876 Total Crime Victim Assistance 799,507 Violence Against Women Formula Grants U.S. Department of Justice Passed through the California Office of Emergency Services Teen Dating Violence 16.588 TV20051257 18,656 Total U.S. Department of Justice 818,163 Emergency Food and Shelter National Board U.S. Department of Homeland Security Direct Award Emergency Food and Shelter National Board Program 97.024 21 94,916 Total U.S. Department of Homeland Security 94,916 Family Violence Prevention & Services U.S. Department of Health and Human Services Passed through the California Office of Emergency Services Domestic Violence Assistance Program 93.671 DV20341257 119,701 Total U.S. Department of Health and Human Services 119,701 Coronavirus Relief Fund U.S. Department of Treasury Passed through the City of Fresno COVID-19 - City Cares 21.019 N/A 300,000 COVID-19 - City Cares 21.019 N/A 327,889 Total Coronavirus Relief Fund and U.S. Department of Treasury 627,889 Total Expenditures of Federal Awards 3,469,317$ Marjaree Mason Center, Inc. 25 Notes to Schedule of Expenditures of Federal Awards Year Ended September 30, 2022 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation – The accompanying schedule of expenditures of federal awards (the “Schedule”) includes the federal grant activity of Marjaree Mason Center, Inc. (the “Organization”), under programs of the federal government for the year ended September 30, 2022. The information in the Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Uniform Guidance”). Because the Schedule presents only a selected portion of the operations of the Organization, it is not intended to and does not present the financial position, changes in net assets, or cash flows of the Organization. Relationship to financial reports – Information included in the accompanying Schedule is in substantial agreement with the information reported in the related financial reports for major programs. Program costs – Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. Negative amounts shown on the Schedule represent adjustments or credits made in the normal course of business to amounts reported as expenditures in prior years. Subrecipients – The Organization does not pass through funds to subrecipients. NOTE 2 – INDIRECT COSTS The Organization has elected to use the 10-percent de minimis indirect cost rate allowed under the Uniform Guidance as described in 2 CFR 200.414. Single Audit Reports 27 Report of Independent Auditors on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards The Board of Directors Marjaree Mason Center, Inc. We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Marjaree Mason Center, Inc., which comprise the statement of financial position for the year ended September 30, 2022, the related statements of activities and changes in net assets, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements, and have issued our report thereon dated January 16, 2023. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered Marjaree Mason Center, Inc.’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control. Accordingly, we do not express an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of Marjaree Mason Center, Inc.’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified. 28 Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether Marjaree Mason Center, Inc.’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Marjaree Mason Center, Inc.’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Fresno, California January 16, 2023 29 Report of Independent Auditors on Compliance for the Major Federal Program and Report on Internal Control over Compliance Required by the Uniform Guidance The Board of Directors Marjaree Mason Center, Inc. Report on Compliance for the Major Federal Program Opinion on the Major Federal Program We have audited Marjaree Mason Center, Inc.’s compliance with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on Marjaree Mason Center Inc.’s major federal program for the year ended September 30, 2022. Marjaree Mason Center, Inc.’s major federal program is identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs. In our opinion, Marjaree Mason Center, Inc. complied, in all material respects, with the compliance requirements referred to above that could have a direct and material effect on its major federal program for the year ended September 30, 2022. Basis for Opinion on the Major Federal Program We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (Government Auditing Standards); and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report. We are required to be independent of Marjaree Mason Center, Inc. and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for the major federal program. Our audit does not provide a legal determination of Marjaree Mason Center, Inc.’s compliance with the compliance requirements referred to above. Responsibilities of Management for Compliance Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to Marjaree Mason Center, Inc.’s federal programs. 30 Auditor’s Responsibilities for the Audit of Compliance Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on Marjaree Mason Center, Inc.’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material, if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about Marjaree Mason Center, Inc.’s compliance with the requirements of the major federal program as a whole. In performing an audit in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance, we: •Exercise professional judgment and maintain professional skepticism throughout the audit. •Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding Marjaree Mason Center, Inc.’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. •Obtain an understanding of Marjaree Mason Center, Inc.’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control over compliance. Accordingly, no such opinion is expressed. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit. Other Matters The results of our auditing procedures disclosed one instance of noncompliance which is required to be reported in accordance with the Uniform Guidance and which is described in the accompanying schedule of findings and questioned costs as item 2022-001. Our opinion on the major federal program is not modified with respect to this matters. Government Auditing Standards requires the auditor to perform limited procedures on Marjaree Mason Center, Inc.’s response to the noncompliance finding identified in our compliance audit described in the accompanying schedule of findings and questioned costs. Marjaree Mason Center, Inc.’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. 31 Report on Internal Control over Compliance Our consideration of internal control over compliance was for the limited purpose described in the Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance and therefore, material weaknesses or significant deficiencies may exist that were not identified. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, as discussed below, we did identify a deficiency in internal control over compliance that we consider to be a significant deficiency. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. We consider the deficiency in internal control over compliance described in the accompanying schedule of findings and questioned costs as item 2022-001, to be a significant deficiency. Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed. Government Auditing Standards requires the auditor to perform limited procedures on Marjaree Mason Center, Inc.’s response to the internal control over compliance finding identified in our compliance audit described in the accompanying schedule of findings and questioned costs. Marjaree Mason Center, Inc.’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Fresno, California January 16, 2023 Marjaree Mason Center, Inc. 32 Schedule of Findings and Questioned Costs Year Ended September 30, 2022 FINANCIAL STATEMENTS Type of auditor's report issued on whether the financial statements audited were prepared in accordance with GAAP: Internal control over financial reporting: Material weakness(es) identified?Yes X No Significant deficiency(ies) identified?Yes X None reported Noncompliance material to financial statements noted?Yes X No FEDERAL AWARDS Internal control over major federal programs: Material weakness(es) identified?Yes X No Significant deficiency(ies) identified?X Yes None reported Any audit findings disclosed that are required to be reported in accordance with section 2 CFR 200.516(a)?X Yes No Identification of Major Federal Program and Type of Auditor's Report Issued on Compliance for the Major Federal Program Name of Federal Program/Cluster Continuum of Care Program Unmodified Dollar threshold used to distinguish between Type A and Type B programs: Auditee qualified as low-risk auditee?X Yes No None reported. Section I – Summary of Auditor's Results Section II –– Financial Statement Findings $750,000 Unmodified Type of Auditor's Report Issued on Compliance for the Major Federal Program 14.267 Federal Assistance Listing Number Marjaree Mason Center, Inc. Schedule of Findings and Questioned Costs (Continued) Year Ended September 30, 2022 33 Section III – Federal Award Findings and Questioned Costs Finding 2022-001: Department of Housing and Urban Development - Continuum of Care Program - Assistance Listing No. 14.267; Grant period: Year Ended December 31, 2022. Criteria –In accordance with 2 CFR 200.320(a)(2)(i), participants are required to perform an appropriate form of competition in their procurement process if purchases are within the small purchase threshold. Condition – Management did not perform an appropriate form of competition for a purchase made within the small purchase threshold. Questioned costs – There are known questioned costs of $36,990 representing the reimbursements claimed for the vendor during the audit period. No likely questioned costs are noted. Context – Inspection of procurement documentation showed one out of two vendors subjected to sampling required an adequate number of price or rate quotations from qualified sources to be obtained and assessment to be performed in accordance with the small purchase threshold of 2 CFR 200.320(a)(2)(i). Price or rate quotations were obtained,but not formally documented and a formal assessment was not performed.Of the $1,625,075 of total Continuum of Care reimbursements claimed during the year, $96,702 of reimbursements are subject to this procurement requirement, including the known questioned costs of $36,990. Effect –By not obtaining price or rate quotations from qualified sources, this could result in the utilization of an unqualified vendor, an overspending of grant funding, and questioned costs. Cause – Management obtained rate quotations from an adequate number of vendors,but did not retain sufficient documentation and did not perform a formal assessment to proceed with the purchase. Repeat finding – N/A Recommendation –We recommend management implement a control to ensure sufficient documentation is retained during the procurement of all vendors being reimbursed by federal awards and ensure compliance with the Uniform Guidance and other applicable procurement standards. Management's response – Management will ensure to retain sufficient documentation when obtaining quotes from similar vendors and performing a documented analysis of services and corresponding costs for the fiscal year 2022–23 and every year going forward. Other Information Marjaree Mason Center, Inc. 35 Combining Schedule of Revenue, Support, and Expenses – Unaudited Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) California Contributions, Housing and Office of County Program County of Urban Emergency Marriage Family City of Fees, and Total Fresno Development Services License Fees Stabilization Fresno Other 2022 2021 REVENUES, GAINS, AND OTHER SUPPORT Grants and contracts 69,431$ 1,625,075$ 1,449,206$ 175,885$ 690,245$ 928,007$ 476,091$ 5,413,940$ 5,153,180$ Contributions - - - - - - 2,945,544 2,945,544 3,003,763 In-kind donations - - - - - - 101,521 101,521 123,274 Special events - - - - - - 521,886 521,886 303,701 Program fees - - - - - - 145,948 145,948 184,990 Other income - - - - - - 14,700 14,700 42,897 Legacies and bequests - - - - - - 100,000 100,000 109,777 Emergency Housing and Assistance grant - - - - - - - - 1,210,000 Loss on disposal of assets - - - - - - - - (7,118) Net realized and unrealized loss (gain) in fair value of perpetual trusts - - - - - - (85,438) (85,438) 54,522 Interest and dividend income - - - - - - 53,739 53,739 25,457 Net realized and unrealized (loss) gain in fair value of investments - - - - - - (555,060) (555,060) 183,742 Total revenues, gains, and other support 69,431 1,625,075 1,449,206 175,885 690,245 928,007 3,718,931 8,656,780 10,388,185 EXPENSES Accounting and legal - 4,093 4,940 12,548 - - 54,648 76,229 48,563 Advertising - - 149 - - - 16,992 17,141 12,489 Bad debt expense - - - - - - 2,500 2,500 - Bank charges - - - - - - 88 88 891 Computer services - 4,430 1,893 11,364 745 - 20,031 38,463 42,423 Conferences, conventions, and meetings 1,323 9,430 1,985 17 1,513 - 103,138 117,406 142,081 Depreciation - - - - - - 183,057 183,057 180,824 Donated services and supplies - - - - - - 108,062 108,062 123,086 Dues and subscriptions - 656 1,294 - - - 25,442 27,392 20,752 Employee benefits 3,690 175,215 123,552 1,000 91,188 47,155 396,529 838,329 636,311 Equipment rental, repairs, and maintenance 2,217 135,567 64,342 37,597 20,462 23,860 242,951 526,996 532,527 Food 3,925 367 741 1,550 94 37,593 77,404 121,674 152,892 Insurance - 5,722 9,678 42,112 - - 16,075 73,587 68,245 Interest - - - - - - 316 316 30,000 Miscellaneous - - - - - - 4,136 4,136 1,390 Office expense 27 314 2,028 3,106 1,888 26 51,649 59,038 44,375 Printing - 6,222 419 247 130 - 54,278 61,296 35,653 Professional fees - 10,862 20,147 4,627 250 - 359,721 395,607 274,259 Program supplies 27,335 248,945 393,769 516 583 474,106 280,543 1,425,797 1,406,256 Rent 7,200 25,610 24,332 3,009 66,418 - 50,865 177,434 184,262 Salaries 23,552 956,950 690,727 - 479,869 269,884 1,520,870 3,941,852 3,357,482 Security - 1,101 12,929 87 564 51,413 40,600 106,694 10,922 Taxes and licenses - 6,759 - 93 - - 17,111 23,963 121 Utilities 162 32,832 96,281 2,346 26,541 23,970 74,106 256,238 273,155 Total expenses 69,431 1,625,075 1,449,206 120,219 690,245 928,007 3,701,112 8,583,295 7,578,959 CHANGES IN NET ASSETS -$ -$ -$ 55,666$ -$ -$ 17,819$ 73,485$ 2,809,226$ M'arjaree Mason ,centeranuary 16, 2023 1600 M Street To Whom It May Concern, As required by the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States and Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), we have provided below our response and corrective action plan addressing the finding in the Report of Independent Auditors on Compliance for the Major Federal Program and Report on Internal Control Over Compliance Required by the Uniform Guidance for the year ended September 30, 2022. Response and Corrective Action Plan Finding 2022-001: Department of Housing and Urban Development -Continuum of Care Program -Assistance Listing No. 14.267; Grant period: Year Ended December 31, 2022. Cause: Management obtained rate quotations from an adequate number of vendors, but did not retain sufficient documentation and did not perform a formal assessment to proceed with the purchase. Contact Person: Marcus Martin, Director of Finance Management Response: The Marjaree Mason Center (MMC) did not correctly document the purchase of a new vehicle including having justification on the selection of the vendor. When researching the purchase of the vehicle, MMC researched different options for the vehicle, but did not keep the documentation of the research. Effective immediately, MMC has implemented new procedures when it comes to procedures for any contracts/invoices over $10,000. The Manager submitting the request much attach at least three quotes and written justification approved by the Director of Finance and/or Executive Director before the contract is signed or payments are released. Sincerely, Marcus Martin Director of Finance Fresno, CA 93721 Marjaree Mason Center main: 559-237-470STiarcus@mmcenter.org fax: 559-237-0420 www.mmcenter.org City of �B��I � rnE�'ii=�.n� POLICE DEPARTMENT Mariposa Mall P.O. Box 1271 Fresno, CA 93715-1271 January 23, 2023 Planning and Development Department Housing and Community Development Division 2600 Fresno Street, Room 3065 Fresno, CA 93721 Re: Letter of Support for the Marjaree Mason Center To Whom It May Concern: PACO BALDERRAMA Chief of Police Fresno Police Department is pleased to support Marjaree Mason Center's application for the Emergency Solutions Grants (ESG) through the City of Fresno's 2023-24 Consolidated NOFA. The Marjaree Mason Center is proposing to use funds through this program to provide emergency shelter and comprehensive supportive services to survivors of domestic violence. In addition to emergency shelter, individuals and families who are homeless or at risk of homelessness due to domestic violence will receive case management, safety planning, counseling, legal assistance, food/clothing, assistance with their children, life skills workshops and other supportive services. For over 40 years, Marjaree Mason Center has provided safe shelter and supportive services for victims of domestic violence throughout Fresno County. Last year alone, the Marjaree Mason Center provided over 7,539 individuals (including 5,937 adults and 1,365 children) with over 80,000 nights of confidential safe shelter. Marjaree Mason Center is a safe haven for individuals facing a life threatening crisis. According to the Department of Justice, Fresno County has one of the highest per capita rates of domestic violence in California and the need for emergency shelter and domestic violence support services continues to grow. For years, Fresno Police Department has collaborated with the Marjaree Mason Center to provide support services to individuals experiencing homelessness and recovering from trauma due to domestic violence. On behalf of the Fresno Police Department, I would like to extend our full support to the Marjaree Mason Center, and ask that the City of Fresno strongly consider the Marjaree Mason Center's full request for funding to support its Emergency Shelter and supportive programs. P co Balderrama, Chief of Police 2 23 Mariposa Street oom 2075 resno, CA 93721 559.621.7000 Safety. Service, Trust ./ Exhibit E (ef � Fresno Unified School District January 27, 2023 Planning and Development Department Housing and Community Development Division 2600 Fresno Street, Room 3065 Fresno, CA 93721 Re: Letter of Support for the Marjaree Mason Center To Whom It May Concern, BOARD OF EDUCATION Genoveva Islas, President Susan Wittrup, Clerk Claudia Cazares Valerie F. Davis Elizabeth Jonasson Rosas Andy Levine Keshia Thomas SUPERINTENDENT Robert G. Nelson, Ed.D. The Fresno Unified School District is pleased to support the Marjaree Mason Center's (MMC's) application for the Emergency Solutions Grants (ESG) through the City of Fresno 2023-24 Consolidated NOF A. The Marjaree Mason Center is proposing to utilize funds through this grant program to provide emergency shelter and supportive services to individuals affected by domestic violence and homeless or at risk of experiencing homelessness. This funding would be life changing for many of our students and families. Marjaree Mason Center has provided emergency shelter and domestic violence supportive services for over 40 years. Their mission is to support and empower adults and their children affected by domestic violence, while striving to prevent and end the cycle of abuse through education and advocacy. To this aim, MMC offers a full range of comprehensive services for survivors including crisis support, safe shelter, case management, safety planning, legal assistance and counseling. Last year alone, the Marjaree Mason Center provided 7,539 individuals (including 5,937 adults and 1,365 children) with over 80,000 nights of emergency and longer-term safe shelter. We are fortunate to have this resource in our community and pleased to work in partnership with MMC to provide social work support and educational resources to their residents. Fresno Unified fully supports Marjaree Mason Center in pursuing this grant opportunity and asks that the City of Fresno strongly consider their full request for Emergency Shelter and domestic violence services funding. Should you have questions or require additional information, feel free to contact my office at 559.457.3838. s� -<Jr,2 ___ _ Robert G. Nelson, Ed.D Superintendent 2309 Tulare Street, Fresno, CA 93721-2287 www.fresnounified.org Google Maps � � � � ... �= g � i i Ii • t I = • � � I lI1 1600 M St z � � .I( % J· I I .,. � 2 � 1 ,. i ,I � � t � rn, " ,t "�i ! "'fll i Susan B. Anthpny r-J, Elementary School T 'Ip lantvrf.'i� R�L-lN)ar = 11 1hr tt••• !.trrJ,m,r.:l.11 ... I!!)_ , .. 9 Aldo's Nightclub U i { i �frrM .... 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Map data ©2020 Google 1000 ft.._ ____ __, Exhibit F PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 8 of 30 PY 2023-2024 APPLICATION Public and Community Service Programs NOTE: This application is not for public services to benefit primarily homeless and individuals at risk of homelessness or for Fair Housing programs. If you are a homeless provider, please use the Homeless and Homelessness Prevention Application. If you are an organization applying for Fair Housing Programs, please use the Fair Housing Application. 1. Project Summary Information – please complete the below summary information for the project/program. Project Name (10 words or less): Critical Services for Survivors of Domestic Violence Amount Requested: $ 102,641.00 To utilize CDBG funds for a public service, the service must be either a new service or a quantifiable increase in the level of an existing service. This project is a: New Project/Program Existing Project/Program Provide a short description of the proposed program/activity. (1 to 3 sentences and must fit in the provided space). Marjaree Mason Center is requesting City of Fresno CDBG funds to support critical service for survivors of domestic violence by providing stabilization services for individuals and families who are residing in the agency’s confidential Emergency Safe House. Funds through this program will be used to provide safe shelter and comprehensive supportive services to adults and children who are considered low/moderate-income and fleeing from domestic violence while they work toward becoming self-sufficient. In the past, MMC’s emergency safe house set aside rooms for clients enrolled in longer-term transitional housing programs, however, due to increases in local domestic violence rates, MMC is now utilizing all rooms in the Safe House for short-term emergency clients only. On average clients stay in the Safe House for approximately 32 days before transitioning out of emergency shelter and into other long-term housing programs. If this is an existing project/program that has not received CDBG funding from the City previously, please briefly explain how CDBG funds will be used to increase the level of service. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 9 of 30 Funds through CDBG will support domestcic violence services for clients residing in one room with up to four beds in the agency's emergency safe house. This will enhance short-term emergency services by enabling MMC to increase the number of adults and children that can be provided with trauma informed support services including case management, evidence based therapeutic services, legal advocacy and children's enrichment programs at any given time. CDBG funds will be used to support staffing costs for 2FTE Residential Team Members who will provide 24/7 direct services to adults and children residing in the emergency Safe House. MMC's safe house is staffed 24/7 with Residential Team members who are available to provide immediate support to clients in residence at all times. MMC anticipates that by adding additional rooms for emergency shelter we will be able to increase our capacity to meet the growing need for services in the community. Funding through CDBG will support direct services for 35 individuals and up to a total of 8 households in need of short-term care. 2. Organizational Capacity a. Briefly describe how your organization’s prior activities have resulted in meaningful impact: Marjaree Mason Center (MMC) has over 40 years of experience in providing safe shelter and supportive programs for individuals and families affected by domestic violence. Each year the number of individuals seeking services and reporting domestic violence continues to rise. According to the Department of Justice, of the top 10 most populous counties in California, Fresno County has the highest rates per capita of reported domestic violence to law enforcement in the state. Last year, Fresno Police Department (FPD) reported responding to 8,271 domestic violence calls for service. This reflects a nearly 10% increase compared to the previous year’s reports and a 26% increase over the last two years. FPD also reports that in cases where domestic violence is present, the severity of physical violence leading to injury continues to increase. This is especially troubling given that law enforcement and advocates agree that most instances of domestic violence go unreported. Last year, MMC provided emergency shelter to 1,338 individuals (inlcuding 659 adults and 679 children) while they worked toward obtaining safe, stable housing of their own. As the only dedicated provider of these services in Fresno County, MMC’s programs are critical to the community. MMC has developed a wide variety of programs and services that designed specifically to meet the complex needs of survivors recovering from the trauma of domestic violence. These comprehensive services include 24/7 hotline operation and crisis response, safety planning and risk assessment, case management, victim advocacy, emergency and longer-term safe shelter, individual and group counseling, legal advocacy, children's services (developmental PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 10 of 30 assessments, children's group, parent bonding and child advocacy), outreach, education and community referrals. MMC has adopted a “no wrong door” approach to providing services; this means that in addition to reaching out to the agency directly (via the hotline or drop-in center), clients can be linked to services through a variety of community entry points including law enforcement, hospitals, medical offices, social service agencies and other community-based organizations. These activities meaningfully impact client’s lives by providing them with a safe and stable environment and a diverse therapeutic programs that provide them with the tools they need to recover from trauma and go on to lead healthy, stable lives. b. Describe the organization’s experience with administering federally funded programs of this nature. Established in 1979, Marjaree Mason Center (MMC) has over 40 years of experience in providing safe and confidential emergency shelter and comprehensive support services for adults and children affected by domestic violence, and is the only dedicated provider of these critical services in Fresno County. Since its inception, MMC has grown to inlcude two agency owned and operated Safe Houses, and five separate office sites which provide a wide breadth of diverse services that are specifically designed to meet the unique needs of individuals impacted by the trauma of abuse. Comprehensive services include: 24/7 hotline and crisis response, safety planning and risk assessment, case management, advocacy, emergency and longer- term safe shelter, individual and group counseling, legal assistance, children's services, child advocacy, community outreach, youth education and linkages to local community social service programs. All MMC programs and services are provided using trauma informed care practices that recognize the impact of trauma on the individuals physical and mental health and limit re-traumatization of clients participating in supportive services. As such, all MMC staff are required to completed 40-Hour Domestic Violence Counselor training upon employment with the agency. This training meets the requirements for Domestic Violence Counselor Training per Evidence Code §1037.1(a)(1) and covers a wide variety of topics including the history of doemstic violence, civil and criminal law related to domestic violence, societal attitudes, confidentiality, cultural competency, trauma informed care, teen dating violence, public resources and more. For more than 20 years, MMC has consistently received and successfully fullfilled grant commitments and met objectives for government funding agencies and programs similar to this CDBG opportunity. Fund tracking for all projects is facilitated using the agency’s accounting software, Abila MIP, which enables us to track all project expenses using specifically assigned source codes. MMC's Staff Accountant will review the grant monthly to assess project spenddown and to ensure that all PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 11 of 30 funds are eligible for the CDBG per the guidelines set forth in the notice of funding availability. All agency funds are tracked using the accounting system as well as a separate Excel worksheet. On average, MMC manages more than 25 grants each year amounting to over $5.5 million in funding from federal, state and local government programs as well as from private foundations. Further, MMC has a lengthy history demonstrating many years fiscal and programmatic stability with ensuring compliance with HUD, SHP, HPRP and ESG policies and regulations. The agency's Board of Directors have met all federal review standards and has an excellent history of maintaining feduciary oversight for the agency. MMC's Deputy Director, Leticia Campos, has over 15 years of experience in providing client services and will have direct oversight of this project. She holds a Bachelors degree in Social Work and has been with MMC for over 10 years and has held several leadership roles within the agency. In her current role, as Deputy Director, Leticia oversees all direct client service programs inlcuding: CRT, the emergency shelter, housing programs (transitional, rapid rehousing and permanent) and the children's program. Fiscal oversight for this program will be provided by the Director of Finance and Technology, Marcus Martin. Marcus has been with MMC for over 15 years and has extensive experience in accounting, finance and internet technology. Currently, Marcus oversees all agency finances and monitors all contracts and provides oversight for all current and prior CDBG, ESG, HUD and HEAP funds as well as all data platforms and analytics for the agency. In addition to its long-standing and well established capacity to administer federally funded projects of this nature, MMC has a strong record of maintaining community partnerships. Partnerships and collaborations with local community organizations, MMC is able to ensure uninterupted access to a diverse array of programs and services that support all survivors of domestic violence. MMC's partners include but are not limited to: the Fresno Housing Authority, (they are a collaborative applicant for HUD grants), local law enforcement agencies throughout Fresno County (including MMC Advocates stationed at Fresno PD and Fresno Sheriff's Department), Crime Victims Assistance Center (provide support to emergency shelter clients and assistance with relocation expenses and securing permanent housing), Meathead Movers and Wings (assist with moving and obtaining household items), local hospitals (CRMC, Kaiser Permanente, St. Agnes, Valley Children's Hospital), Centro La Familia and Fresno Unified School District (assist children with school related needs through Project First Step). MMC is also an active member and in good standing with the Fresno Madera Continuum of Care. MMC believes that maintaining strong partnerships with local organizations is essential to creating a community network of support that addresses the needs of all individuals, streamlines access to assistance and reduces duplication of services thereby maximizing community resources. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 12 of 30 c. For how many years has the organization administered activities of the type described in this application? 44 d. Does the organization have the following in place (check box if ‘yes’)? Written policies and procedures for the proposed project or program (i.e., intake, eligibility) Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 13 of 30 3. Proposed Scope of Work a. Briefly describe the needs this proposal addresses, and how existing resources are insufficient to meet this need: Marjaree Mason Center is proposing to address the needs of survivors of domestic violence by providing case management and stabilization services for individuals and families who are residing in the agency’s confidential Emergency Safe House. Last year, MMC provided services to 7,539 individuals (including 5,937 adults and 1,265 children) and 80,390 nights of emergency and longer-term safe shelter to survivors of domestic violence. Each year the number of individuals seeking services and reporting domestic violence continues to rise. According to the Department of Justice, of the top 10 most populous counties in California, Fresno County has the highest rates per capita of reported domestic violence to law enforcement in the state. Last year, Fresno Police Department (FPD) reported responding to 8,271 domestic violence calls for service. This reflects a nearly 10% increase compared to the previous year’s reports and a 26% increase over the last two years. FPD also reports that in cases where domestic violence is present, the severity of physical violence leading to injury continues to increase. This is especially troubling given that law enforcement and advocates agree that most instances of domestic violence go unreported. The ongoing increase in the number of survivors seeking services and increased need for immediate safe shelter means that MMC’s Emergency Safe House is nearly always filled to capacity. Unfortunately, MMC’s Emergency Shelter Program is the least funded program in the agency, as many funders prefer to provide support for longer-term programs such as Permanent Housing and Rapid Rehousing programs. While MMC recognizes the importance of providing long- term care programs (and works diligently to transfer clients from emergency programs to transitional and permanent housing programs), we must first meet each survivor’s immediate needs by offering robust emergency programs that address their present crises and support their basic needs. Clients in the Safe House Program have access to a wide array of services including: 24/7 hotline assistance, risk assessment, safety planning, food, clothing and basic hygiene needs, case management, individual and group counseling, legal advocacy (assisting with filing restraining orders), housing assistance, children’s services and referrals to additional community programs as needed. The average length of stay for clients in the Emergency Shelter is approximately 32 days. As the only dedicated provider of safe confidential shelter and comprehensive domestic violence services in Fresno, it is imperative to ensure that MMC can meet the immediate needs of survivors by providing access to safe emergency shelter and vital services that assist them in building stable futures. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 14 of 30 b. Briefly describe the target population and how the project will meet the specific needs of the target population and how the project will be marketed to the target population. The target population for this project includes all individuals located in Fresno County who are experiencing domestic violence and who are in need of safe emergency shelter and/or seeking comprehensive support services. Domestic violence effects all populations regardless of ethnicity, age, religion, gender, language, sexual orientation, location or economic ability. Marjaree Mason Center’s mission is to support and empower adults and their children affected by domestic violence while striving to prevent and end the cycle of abuse through education and advocacy. Domestic violence (also known as Intimate Partner Violence or IPV) is a systemic pattern of power and control that impacts more than 10 million men and women each year; it is perpetrated through the willful intimidation, physical assault and/or other abuse by one intimate partner against another. There are many types of domestic violence including (but not limited to), physical violence, stalking, emotional abuse, mental abuse, financial abuse and medical abuse. What’s more, domestic violence does not discriminate, it impacts all communities regardless of age, gender, ethnicity, socio-economic status, religion, sexual orientation or nationality. Sadly, 1 in 3 women and 1 in 4 men have experienced some type of physical abuse at the hands of an intimate partner. While MMC provides services to all individuals affected by domestic violence and seeking support, the vast majority of our clients are women and children in households that are defined as low/moderate income (LMI) and/or homeless by the Department of Housing and Urban Development (HUD). Last year 87% of all MMC clients fell within the HUD definition for LMI and homeless. According to the National Network to End Domestic Violence (NNEDV), domestic violence is one of the leading causes of homelessness for women and children. In addition to physical and emotional abuse, survivors of domestic violence often experience financial abuse which undeniably impacts their ability to obtain safe and affordable housing. Faced with the unimaginable choice between homelessness and living with abuse, women with children often return to their abuser. MMC will support survivors fleeing from domsetic violence by providing safe and confidential shelter in the agency’s Safe House as well as immediate support services that will assist them in recovering from the traumatic effects and increase self-sufficiency. Activities provided to clients will include risk assessments, safety planning, case management, individual and group counseling, legal advocacy, health and wellness programs, children’s services, classes, housing assistance and referrals to additional social service programs. Additionally, MMC will ensure that the basic needs (food, clothing, hygiene items, diapers, blankets, etc.) of PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 15 of 30 survivors are met while they focus on overcoming the long-term traumatic effects of abuse. Further, all MMC services are provided by knowledgable staff who have been trained in using Trauma Informed Care principles to provide supportive services that are tailored to meet the unique needs of each victim. Domestic violence is a viscious cycle of power and control that includes (but is not limited to) isolation, physical assault, verbal abuse, emotional abuse, sexual abuse and financial abuse; the long-term effects of which often lead victims to experience depression, anxiety, fear, homelessness, unemployment and financial instability. MMC services are designed to meet each client where they are; this means that they can work at their own pace and drive their own care based on their level of ability and readiness. Clients are not requred to participate in agency programs in order to receive services. c. Describe consultation efforts made with the target population in the development of the proposed activity. In order to ensure that services are provided using equitable and inclusive practices, MMC works diligently with local service providers and clients to ensure that services are well-rounded and diverse. This includes ongoing collaborations with community partners and collecting surveys from clients that assess their overall satisfaction and identify barriers to obtaining services. MMC uses this feeback to identify gaps in services and guide program development. Survivors of abuse face a wide variety of barriers when attempting to access support services, some of these barriers include isolation from friends and family, no transportation, little or no access to money, unemployment, language barriers and physical distance from services. While safe shelter is a pathway to freedom for survivors, they frequently face additional barriers to obtaining housing due to abuse such as poor credit, unemployment, limited income, discrimination in housing applications due to violent and/or criminal actions by their abuser, poor rental history, evictions, and limits to the types of housing and locations available due unique safety needs. Due to the significant danger of domestic violence, the wide variety of barriers survivors face in order to obtain services and the limited amount of resources available to them, most MMC programs and services are provided at no cost. Supportive services that help to reduce barriers include, but are not limited to: diverse and inclusive programs, transportation, translation services, child care assistance, utility assistance and housing assistance. Through the Coordinated Entry System (CES), and in collaboration with community partners, MMC works to connect clients to stable housing programs. In order to make the connection to a permanent housing project, clients are added to a “by- PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 16 of 30 name list” which encompasses their combined “scores” from a lethality risk assessment and the Vulnerability Index- Service Prioritization Assessment Tool (VI-SPDAT). Depending on their overall “score” clients are then prioritized accordingly for housing. Once added to the by-name list, clients are connected with an MMC Housing Locator that will prepare and support them in becoming “document ready.” Document ready means that clients have obtained the appropriate legal documents i.e. birth certificates, social security cards, legal identification, etc. necessary for obtaining housing and employment. Once a client is document ready, they are eligible to be “matched” with an identified housing project. The identified housing project can be an MMC internal connection, or an external connection through the overall “community” housing availability. On average, clients remain on the by-name list for 198 days before being connected to permanent housing. This time consuming process makes the need for emergency shelter and support services critical in reducing the risk of homelessness and in assisting clients with achieving independence and stability. d. Describe the marketing plan for the proposed activity and how the organization will ensure it reaches the target population. In order to raise awareness of available services and market programs to the target population and the larger community, MMC works closely with a variety local partners to provide domestic violence awareness classes that teach first responders, social service providers and community organizations how to recognize abuse, provide intervention when abuse is present and how to directly link victims to MMC for immediate safe shelter and comprehensive supportive services when needed. MMC also operates offices at 7 sites located strategically throughout Fresno County; these include two safe and confidential shelters, administrative offices and satellite locations in Reedley and Mendota which provide support for individuals located in rural communities. Additionally, MMC employs Community Navigators who are able to travel to victims and meet them in safe places within their communities rather than requiring them to travel to the crisis drop-in center to receive support. Further, MMC maintains partnerships with a wide variety of community agencies and providers to coordinate referrals for services including the Fresno Housing Authority, (they are a collaborative applicant for HUD grants), the County of Fresno, Exceptional Parents Unlimited (EPU), local law enforcement agencies throughout Fresno County (including MMC Advocates stationed at Fresno PD and Fresno Sheriff's Department), Fresno County District Attorney’s office, Department of Social Services, Behavioral Health and Public Health, Crime Victims Assistance Center (provide support to emergency shelter clients and assistance with relocation expenses and securing permanent housing), Meathead Movers and Wings (assist with moving and obtaining household items), local hospitals (CRMC, Kaiser Permanente, St. Agnes, Valley Children's Hospital, UCSF), Churches, Centro La Familia and Fresno Unified School District (assist children with school related needs PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 17 of 30 through Project First Step). MMC is also an active member and in good standing with the Fresno Madera Continuum of Care and staff routinely attend community events to facilitate outreach and education services in order to provide comprehensive information about MMC and how to access agency services. e. The City’s Analysis of Impediments to Fair Housing Choice recommends that the City prioritize investments in areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs – see NOFA Handbook). Will this program be: Offered Citywide Offered Citywide with an emphasis and affirmative marketing toward RECAPs Offered exclusively to residents of RECAPs PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 18 of 30 f. Describe the service area: Note: Strong applications will include specifically defined services areas such as ‘residents within ½ mile radius of [facility address]’ or ‘residents within the boundaries defined on the attached map.’ Marjaree Mason Center Administrative Offices and Crisis Drop-in Center: 1600 M Street, Fresno, 93721 (See Exhibit E) Marjaree Mason Center Emergency Shelter: Confidential domestic violence shetler located in Fresno, CA Service area map attached as exhibit E g. Estimate the number of unduplicated persons expected to benefit from the project: 35 unduplicated persons will receive a direct benefit from this project. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 19 of 30 h. Income Documentation CDBG-eligible programs primarily benefit persons who earn less than 80% of the area median income. A chart containing the income limits effective as of July 1, 2022, is included as a reference below. Applicants must select one of the three options for documenting how their activity will satisfy the income eligibility requirement. Please note, these income limits are subject to change. For the most current income limits please reference the link below: https://www.hudexchange.info/resource/5334/cdbg-income-limits/ Household Size 30% AMI 50% AMI 80% AMI 1 16,350 27,300 43,650 2 18,700 31,200 49,850 3 21,050 35,100 56,100 4 23,350 38,950 62,300 5 25,250 42,100 67,300 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 20 of 30 OPTION 1: Low-Income Clientele – Presumed Benefit Select this option only if the program will exclusively serve one of the following clienteles (select all that apply) Older Adults (62 and older) Severely Disabled Adults Abused Children Illiterate Adults Migrant Farm Workers OPTION 2: Low-Income Clientele – Other Select this option if the program will serve a specific clientele not listed under the first option. The organization must document income eligibility for each program participant. Indicate below the types of documentation the organization will collect to verify income eligibility (select all that apply): Pay Stubs / Wage Statements W-2s Income Tax Returns Social Security Documentation Bank Statements Signed Certifications from Beneficiaries Other: Self Report Other: CalWORKS Statement Other: OPTION 3: Low-Income Area Select this option if the program will benefit all residents within the defined service area described in 3.d. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 21 of 30 i. Detailed Narrative Description of Project/Program Describe the project/program in detail in the space below. Limit description to the space provided on this and the next page. Marjaree Mason Center provides services to all individuals affected by domestic violence and advocates of the Center work hard to meet the individual needs of each client, this includes using trauma informed care methods that are client centered, patient and empowering. Our goal is to provide a safe, welcoming and confidential space that cultivates trust for those seeking refuge and working toward recovering from the trauma of abuse. Advocates, often spend hours listening, validating, and de-escalating clients in crisis, while doing their best to connect them services that will meet their specific needs (safety planning, counseling, legal advocacy, shelter, children’s services, etc.). MMC operates using a “no wrong door” policy; this means that clients can access MMC services through linkages from a variety of community providers including law enforcement, emergency rooms, medical centers, schools and social service agencies. Once connected to the agency, clients undergo a risk assessment and work with MMC crisis staff to determine which services are appropriate or necessary for them. In addition to emergency shelter, MMC’s supportive services include 24/7 emergency hotline and crisis intervention, safety planning, risk assessment, food, clothing, case management, advocacy, individual and group counseling, legal advocacy, children’s services, long-term permanent housing assistance and referrals to community/social service programs. Once assessments have been completed, clients can be enrolled in the Emergency Safe House Program and connected to an MMC Case Manager who remains their primary point of contact for the duration of their engagement in MMC services. Maintaining a single point of contact is an important aspect of providing stability and building trust with the client. MMC believes that homelessness can be most efficiently ended by providing victims with access to safe, decent and affordable housing. Clients enrolled in the Safe House Program are each provided with their own private bedroom (families are housed together in larger or adjoining rooms depending on family size). Each bedroom is furnished with beds, a dresser, television and new bedding (blankets, sheets, pillows) that the clients can take with them when they exit the program. The safe house living room, kitchen and bathrooms are all shared spaces. Residential advocates are stationed on-site in the Safe House and are available to provide direct assistance to clients 24/7. Residential Advocates interact daily with clients residing in the safe house and are responsible for shift specific tasks in the Emergency and/or Transitional living programs as well as the enrollment and orientation process for clients admitted into the Safe House. Residential staff have oversight of residential client/family activities during assigned shiftand can provide some Case Management support to residential clients. Additional, activities that PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 22 of 30 Residential staff support include: facilitating support groups, providing advocacy, facilitating client workshops and supporting daily activities, assisting with meal preparation and distribution and by promoting safe and healthy lifestyles. Although all individuals impacted by domestic violence may benefit from supportive services such as mental health or substance abuse counseling, participation in these services is not a prerequisite to accessing safe housing or a condition of maintaining it. In fact, MMC believes that the provision of safe housing will improve a client's overall ability to effectively participate in supportive services. While the average length of stay in the emergency safe house is 32 days this can vary depending on the client’s individual needs and clients can be granted approval to stay for up to 90 days as needed. Access to safe, secure and stable housing is a critical first step in overcoming the lasting effects of traumatic abuse. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 23 of 30 Detailed Narrative Description of Project/Program (Continued from previous page) PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 24 of 30 j. Collaboration Briefly describe any collaboration efforts with other organizations for this project/program or related initiatives. Collaborating Organization Description of Collaboration Fresno Police Department Fresno Police Department: MMC collaborates with the Fresno Police Department on a daily basis. We have two MMC Victim Advocates stationed directly within the Fresno Police Department office; who support and respond to victims that unfortunately have law enforcement involvement due to domestic violence. MMC PD Advocates, collaboratively work with detectives and officers, in responding, supporting and navigating these survivors through their available options for shelter and support services Fresno Unified School District Marjaree Mason Center collaborates with FUSD for all levels of support for those children impacted by DV and residing in the MMC Emergency Safe House. Through Project First Step, a FUSD Liasion, collaborates with the MMC Children’s team for all FUSD children residing in the safe house, and in need of educational support. Often times, children of victims are uprooted from their school, need to remain out of school due to safety issues, and/or the family lacks the educational resources needed. FUSD and MMC staff work hand in hand to ensure families and the children are supported. The Poverello House Over the last 20 years the Marjaree Mason Center has collaborated with the Poverello house to provide meals for clients receiving safe shelter. Through this partnership, MMC purchases and distributes daily meals for clients that have been prepared by the Poverello House and delivered to the Center. Fresno Housing Authority The Marjaree Mason Center has managed multiple HUD RRH grants in partnership with Fresno Housing Authority over the past several years. These HUD funded RRH housing projects focus on providing support for survivors of Domestic Violence. Additionally, through the support of these RRH projects MMC is able to focus on the financial and PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 25 of 30 long term housing stability of each client served. The long-term goals is to support clients/families in regaining their self-sufficiently and above all a sense of safety. Exceptional Parents Unlimited (EPU) MMC and EPU have partnered to expand services for children residing in the Fresno safe house. Through this parnership, Dr. Dana Riley, a child psychologist, provides on-site direct support for children ages 0-5 on Tuesdays and Thursdays. Dr. Riley meets with parents and their children for individual sessions, she has extensive training on providing trauma informed care and child development services. When Dr. Riley she does not have appointments scheduled, she works in the Children's Enrichment Center to support staff by modeling and coaching social skills, emotional regulation, and providing trauma informed care with the children. Fresno Rescue Mission The Fresno Rescue Mission is one of MMC's main local resources for supporting unsheltered/housing insecure clients and families. MMC often referrs clients/families seeking services but who are not experiencing domestic violence to the Rescue Mission for assistance. The Rescue Mission has services that operate 24/7, which allow us to connect a client quickly should they be in need of shelter at the time of seeking services with us. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 26 of 30 4. Project/Program Budget a. The City is interested in applicants that can deploy activities in a timely manner (12 months) while balancing the need to maintain high standards of program delivery. Please propose how you will address this need. The activities MMC intends to provide with funding throught the CDBG program are existing and therefore do not require any additional start-up time for implementation. MMC expects that we will be able to deliver high standards for program delivery and support services immediately upon notification of award. b. List of Funding Sources Provide all planned funding anticipated/ committed for this activity for PY 2023- 2024. If the organization has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date California Office of Emergency Services Domestic Violence Assistance Program 324,650 COMMITTED ARPA Domestic Violence Assistance Program 941,920 COMMITTED HUD Coordinated Entry 160,000 COMMITTED Private Donations Private Donations 507,644 PENDING 7/1/2023 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 27 of 30 County of Fresno Marriage License Fee 22,980 COMMITTED PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 28 of 30 c. Activity Budget Summary and Narrative Please complete Exhibit A – Operating Budget Summary. The above referenced Budget worksheet is available at www.fresno.gov/housing under the ‘Notices of Funding Available’ tab. An Exhibit B – Budget Narrative must also be completed to provide a brief explanation of the expenses included in the budget. Please note the following costs are not allowable for CDBG: bad debts; contingencies; contributions and donations; entertainment costs (including meals for social events and awards/graduation banquets); gifts or incentive awards to individuals; fines and penalties resulting from violations of or non-compliance with Federal, State, and Local laws; interest on borrowed capital; fundraising; investment management. d. Prior-Year Financial Statement Please attach a financial statement labeled as Exhibit B for the proposed program for the last full operating year. Failure to provide the financial statement will result in disqualification. Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY EXHIBIT B – BUDGET NARRATIVE EXHIBIT C – PRIOR-YEAR AUDITED FINANCIAL STATEMENT INCLUDING STATEMENT OF ACTIVITIES, STATEMENT OF FINANCIAL POSITION AND STATEMENT OF CASH FLOWS (REQUIRED WHEN TOTAL FEDERAL GRANT AWARDS EQUALED OR EXCEEDED $750,000 DURING THE ANNUAL AUDIT PERIOD); OR EXHIBIT D – PRIOR-YEAR UNAUDITED FINANCIAL STATEMENT WHEN TOTAL FEDERAL GRANT AWARDS FOR THE ANNUAL AUDIT PERIOD WAS LESS THAN $750,000 Optional Additional Exhibits: EXHIBIT – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT D – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT E – SERVICE AREA MAP (REQUIRED IF NOT DESCRIBED IN 3.d.) Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position; add additional rows as needed) Direct Service Personnel: Case Manager 41,600.00 83,520.00 125,120.00 Client Service Residential - 251,998.00 41,760.00 83,520.00 377,278.00 Residential Team Member 78,300.00 15,010.00 93,310.00 132,558.00 11,500.00 237,368.00 Family Skills Specialist - 15,000.00 15,000.00 Victim Advocate 52,648.00 52,648.00 Child Service Program Manager - 22,000.00 22,000.00 Custodian - 5,000.00 5,000.00 9,940.00 19,940.00 Maintenance Tech 73,548.00 7,800.00 81,348.00 Administrative Personnel: Director of Facilities 13,185.00 13,185.00 Housing Service Manager - 21,600.00 21,600.00 Deputy Director - 4,914.00 4,914.00 16,368.00 26,196.00 Independent Contractors / Consultants: [enter position title] - - [enter position title] - - TOTAL PERSONNEL BUDGET $ 78,300.00 $ 15,010.00 $ 93,310.00 $ 583,866.00 $ 154,494.00 $ - $ 160,013.00 $ - $ 991,683.00 Other Direct Costs (Include only costs that are direct; indirect costs are covered under the Indirect Cost Rate) Client Support 1,000.00 10,000.00 11,000.00 Motel/Hotel Expense 292,000.00 292,000.00 Security/Alarm Expense 69,000.00 69,000.00 Food 48,000.00 122,000.00 170,000.00 Interpreter Services 1,000.00 3,000.00 4,000.00 Building Repair/Maint. 32,000.00 12,000.00 2,000.00 7,000.00 53,000.00 Equipment Rent/Lease 7,000.00 1,100.00 8,100.00 Equipment Repair/Maint. 5,000.00 5,000.00 Postage and Freight 200.00 200.00 Program Supplies 4,000.00 4,000.00 35,000.00 43,000.00 Office Supplies 150.00 150.00 500.00 800.00 Staff Travel 500.00 500.00 11,000.00 12,000.00 Telephone/Pagers/Fax 20,000.00 10,000.00 30,000.00 Utilities 18,040.00 18,040.00 36,080.00 Insurance 8,000.00 200.00 8,200.00 Minor Equipment 2,800.00 2,800.00 Licenses/Software 41,836.00 3,000.00 15,000.00 59,836.00 TOTAL OTHER DIRECT COSTS $ - $ 458,526.00 $ 44,690.00 $ 20,000.00 $ 281,800.00 $ - $ 805,016.00 INDIRECT COSTS* (Select 1 indirect rate Only) Approved Indirect Cost Rate 9,331.00 155,316.41 29,678.42 2,980.00 65,830.14 - 263,135.96 De minimus 10 % Rate - TOTAL INDIRECT COST BUDGET $ 9,331.00 $ 155,316.41 $ 29,678.42 $ 2,980.00 $ 65,830.14 $ - $ 263,135.96 TOTAL PROJECT BUDGET $ 78,300.00 $ 15,010.00 $ 102,641.00 $ 1,197,708.41 $ 228,862.42 $ 22,980.00 $ 507,643.14 $ - $ 2,059,834.96 Please revise this form and annotate budget items as needed All applicants are required to submit a copy of their organization’s operating budget. *An approved indirect cost rate must be applied to the base identified in the agreement with the federal cognizant agency. Per 2 CFR 200.414, any non-federal entity that does not have a current negotiated rate may elect to charge a de minimis rate of 10% of Modified Total Direct Costs (defined in 2 CFR 200.68). CITY OF FRESNO OPERATING BUDGET SUMMARY (non-capital projects) Budgeted Position (Personnel) or Category (Operations) City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 30 of 30 Exhibit B: Budget Narrative Please provide a brief narrative describing the expenses included in each category of the budget summary. Residential Team Member: 2 FTE: $93,310: Provide direct services to residential clients/families who have been affected by trauma due toDomestic Violence, out of the residential safe house. Responsible for the shift specific tasks in the Emergency and/or Transitional living programs; as well as the enrollment and orientation process of clientsadmitted into the Safe House. Ongoing oversight of residential client/family activities during assigned shiftand can provide some Case Management support to residential clients. The Residential Team Member has primary and direct client interaction daily; and will support any identification of immediate needs, issues orconcerns. Indirect Costs: $9,331: 10% allocated to administrative costs supports MMC’s Reports of Independent Auditors and Financial Statements with Supplementary Information Marjaree Mason Center, Inc. September 30, 2022 with Summarized Comparative Information for the Year Ended September 30, 2021 Table of Contents REPORT OF INDEPENDENT AUDITORS ................................................................................................................ 1 FINANCIAL STATEMENTS Statements of Financial Position .......................................................................................................................... 5 Statement of Activities and Changes in Net Assets ............................................................................................. 6 Statement of Functional Expenses ...................................................................................................................... 7 Statements of Cash Flows ................................................................................................................................... 8 Notes to Financial Statements ............................................................................................................................. 9 SUPPLEMENTARY INFORMATION Schedule of Expenditures of Federal Awards .................................................................................................... 24 Notes to Schedule of Expenditures of Federal Awards ..................................................................................... 25 SINGLE AUDIT REPORTS REPORT OF INDEPENDENT AUDITORS ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS .................................................................................................................................. 27 REPORT OF INDEPENDENT AUDITORS ON COMPLIANCE FOR THE MAJOR FEDERAL PROGRAM AND REPORT ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE .............................................................................................................................. 29 Schedule of Findings and Questioned Costs ..................................................................................................... 32 OTHER INFORMATION Combining Schedule of Revenue, Support, and Expenses – Unaudited .......................................................... 35 1 Report of Independent Auditors The Board of Directors Marjaree Mason Center, Inc. Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Marjaree Mason Center, Inc. (the “Organization”), which comprise the statement of financial position as of September 30, 2022, and the related statements of activities and changes in net assets, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the respective financial position Marjaree Mason Center, Inc. as of September 30, 2022, and the changes in its net assets and its cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards (Government Auditing Standards), issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Organization and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Organization’s ability to continue as a going concern for one year after the date the financial statements are available to be issued. 2 Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Organization’s internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Organization’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. 3 Supplementary Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. Summarized Comparative Information We have previously audited the Organization’s 2021 financial statements, and we expressed an unmodified audit opinion on those audited financial statements in our report dated January 28, 2022. In our opinion, the summarized comparative information presented herein as of and for the year ended September 30, 2021, is consistent, in all material respects, with the audited financial statements from which it has been derived. Other Information Management is responsible for the other information included in the report. The other information comprises the combining schedule of revenue, support and expenses but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information, and we do not express an opinion or any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated January 16, 2023 on our consideration of the Organization’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Organization’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Organization’s internal control over financial reporting and compliance. Fresno, California January 16, 2023 Financial Statements Marjaree Mason Center, Inc. 5 See accompanying notes to financial statements. Statements of Financial Position September 30, 2022 and 2021 2022 2021 CURRENT ASSETS Cash and cash equivalents 2,579,744$ 2,856,348$ Investments in marketable securities 2,882,821 1,660,013 Grants receivable 640,690 1,022,978 Other receivables 4,763 - Pledges receivable, current portion 159,952 123,467 Prepaid expenses 149,969 97,803 Deposits 125,025 28,798 Total current assets 6,542,964 5,789,407 PROPERTY AND EQUIPMENT, net 2,582,410 2,755,981 PLEDGES RECEIVABLE, net of current portion 25,000 50,000 BENEFICIAL INTEREST IN PERPETUAL TRUSTS, net 184,500 821,719 Total assets 9,334,874$ 9,417,107$ CURRENT LIABILITIES Accounts payable and accrued expenses 247,737$ 164,358$ Accrued salaries and benefits 316,091 254,397 Deferred revenue 220,600 160,350 Refundable advances - 327,888 Total liabilities 784,428 906,993 NET ASSETS Without donor restriction 6,430,976 6,192,673 With donor restriction 2,119,470 2,317,441 Total net assets 8,550,446 8,510,114 Total liabilities and net assets 9,334,874$ 9,417,107$ ASSETS LIABILITIES AND NET ASSETS Marjaree Mason Center, Inc. See accompanying notes to financial statements. 6 Statement of Activities and Changes in Net Assets Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) Without Donor With Donor Total Restriction Restriction 2022 2021 REVENUES, GAINS, AND OTHER SUPPORT Grants and contracts 5,413,940$ -$ 5,413,940$ 5,153,180$ Contributions 1,531,957 1,413,587 2,945,544 3,003,763 In-kind donations 101,521 - 101,521 123,274 Special events 521,886 - 521,886 303,701 Program fees 145,948 - 145,948 184,990 Other income 14,700 - 14,700 42,897 Legacies and bequests 100,000 - 100,000 109,777 Emergency Housing and Assistance grant - - - 1,210,000 Loss on disposal of assets - - - (7,118) Net realized and unrealized (loss) gain in fair value of perpetual trusts - (85,438) (85,438) 54,522 Interest and dividend income, net 53,739 - 53,739 25,457 Net realized and unrealized (loss) gain in fair value of investments (555,060) - (555,060) 183,742 Total revenues, gains, and other support 7,328,631 1,328,149 8,656,780 10,388,185 NET ASSETS RELEASED FROM RESTRICTIONS Restrictions satisfied by payment of related expenses 1,526,120 (1,526,120) - - Total revenues, gains, and other support after net assets released from restrictions 8,854,751 (197,971) 8,656,780 10,388,185 EXPENSES Program services 6,592,236 - 6,592,236 6,078,802 Supporting services 1,222,750 - 1,222,750 924,362 Fundraising 768,309 - 768,309 575,795 Total expenses 8,583,295 - 8,583,295 7,578,959 CHANGES IN NET ASSETS 271,456 (197,971) 73,485 2,809,226 NET ASSETS, beginning of year 6,192,673 2,317,441 8,510,114 5,723,152 GRANT FUNDED ASSETS Contributions 85,086 - 85,086 132,519 Depreciation (118,239) - (118,239) (131,321) Disposals - - - (23,462) Changes in grant funded assets (33,153) - (33,153) (22,264) NET ASSETS, end of year 6,430,976$ 2,119,470$ 8,550,446$ 8,510,114$ Marjaree Mason Center, Inc. See accompanying notes to financial statements. 7 Statement of Functional Expenses Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) Advocacy and Total Emergency Rehousing Legal Other Program Supporting Services Services Assistance Programs Services Services Fundraising 2022 2021 Accounting and legal 25,427$ 13,663$ 1,505$ 4,098$ 44,693$ 31,242$ 294$ 76,229$ 48,563$ Advertising 149 399 - 3,661 4,209 3,872 9,060 17,141 12,489 Bad debt expense - - - - - - 2,500 2,500 - Bank charges - - - - - 88 - 88 891 Computer services 24,484 4,537 1,808 2,219 33,048 3,908 1,507 38,463 42,423 Conferences, conventions, and meetings 17,328 4,162 1,540 15,778 38,808 6,834 71,764 117,406 142,081 Depreciation 142,481 26,457 - - 168,938 14,119 - 183,057 180,824 Donated services and supplies 72,449 31,749 - - 104,198 3,864 - 108,062 123,086 Dues and subscriptions 10,776 600 1,273 902 13,551 7,678 6,163 27,392 20,752 Employee benefits 406,383 75,350 33,526 34,938 550,197 244,918 43,214 838,329 636,311 Equipment rental, repairs, and maintenance 287,784 100,531 17,103 13,624 419,042 27,966 79,988 526,996 532,527 Food 120,940 462 65 - 121,467 207 - 121,674 152,892 Insurance 43,003 5,484 1,061 1,230 50,778 22,129 680 73,587 68,245 Interest - - - - - 316 - 316 30,000 Miscellaneous 484 50 - 10 544 3,505 87 4,136 1,390 Office expense 10,440 2,034 580 1,856 14,910 40,296 3,832 59,038 44,375 Printing 1,402 4,714 419 16,987 23,522 858 36,916 61,296 35,653 Professional fees 54,055 8,556 2,157 32,282 97,050 119,642 178,915 395,607 274,259 Program supplies 918,013 432,612 11 39,092 1,389,728 4,561 31,508 1,425,797 1,406,256 Rent 128,340 15,913 1,097 14,306 159,656 3 17,775 177,434 184,262 Salaries 2,202,662 386,418 227,840 187,556 3,004,476 657,471 279,905 3,941,852 3,357,482 Security 105,593 1,101 - - 106,694 - - 106,694 10,922 Taxes and licenses 93 6,759 - - 6,852 17,111 - 23,963 121 Utilities 207,392 24,185 4,337 3,961 239,875 12,162 4,201 256,238 273,155 4,779,678$ 1,145,736$ 294,322$ 372,500$ 6,592,236$ 1,222,750$ 768,309$ 8,583,295$ 7,578,959$ Total Program Services Marjaree Mason Center, Inc. 8 See accompanying notes to financial statements. Statements of Cash Flows Years Ended September 30, 2022 and 2021 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Changes in net assets 73,485$ 2,809,226$ Adjustment to reconcile changes in net assets to net cash from operating activities: Depreciation 183,057 180,824 Bad debt expense 2,500 - Loss on disposal of assets - 7,118 Contribution of beneficial interest in perpetual trust - (572,905) Net realized and unrealized loss (gain) on investments and perpetual trusts 640,498 (238,264) Dividend income, reinvested (12,850) (16,974) Changes in operating assets and liabilities: Grants receivable 379,788 (229,017) Pledges receivable (11,485) 50,339 Other receivables (4,763) - Prepaid expenses (52,166) (12,453) Deposits (96,227) 13,527 Accounts payable and accrued expenses 83,379 (239,759) Accrued salaries and benefits 61,694 (61,292) Deferred revenue 60,250 71,450 Refundable advances (327,888) (672,112) Net cash from operating activities 979,272 1,089,708 CASH FLOWS FROM INVESTING ACTIVITIES Payments for construction in progress - (20,071) Purchase of property and equipment (42,639) (4,402) Proceeds from disposal of assets - 14,500 Proceeds from distribution of beneficial interest in perpetual trust 551,781 - Purchases of investments (2,350,847) (238,300) Proceeds from sale of investments 585,829 227,094 Net cash from investing activities (1,255,876) (21,179) NET CHANGES IN CASH AND CASH EQUIVALENTS (276,604) 1,068,529 CASH AND CASH EQUIVALENTS, beginning of year 2,856,348 1,787,819 CASH AND CASH EQUIVALENTS, end of year 2,579,744$ 2,856,348$ SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES In-kind contributions 101,521$ 123,274$ Assets placed in service from construction in progress -$ 70,759$ Marjaree Mason Center, Inc. 9 Notes to Financial Statements NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of activities – Marjaree Mason Center, Inc. (the “Organization”), a California nonprofit corporation, operates shelters for victims of domestic violence and their children, and provides counseling, education, and other related services in Fresno County and surrounding areas. The Organization receives funding for its programs and operations from a variety of governmental and community sources, including, but not limited to, the City of Fresno, the County of Fresno, U.S. Department of Housing & Urban Development, and the California Office of Emergency Services. Method of accounting – The Organization uses the accrual basis method of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently implemented pronouncement – On October 1, 2021, the Organization adopted Accounting Standards Update (“ASU”) 2020-07, Not-for-Profit Entities (Topic 958): Presentation and Disclosures by Not-for-Profit Entities for Contributed Nonfinancial Assets. This standard is intended to improve U.S. GAAP by increasing the transparency of contributed nonfinancial assets for not-for-profit (“NFP”) entities through enhancements to presentation and disclosure. The amendments in this update address certain stakeholders’ concerns about the lack of transparency about the measurement of contributed nonfinancial assets recognized by NFP’s, as well as the amount of those contributions used in an NFP’s programs and other activities. The standard is effective for annual periods beginning after June 15, 2021, and as such, the Organization adopted the new standard effective October 1, 2021, under a retrospective basis. The adoption of this standard did not have a significant impact on the Organization’s financial position, activities and change in assets, or cash flows. No changes were recorded to previously reported transactions as a result of the adoption. Revenue recognition – Contributions, legacies and bequests, and unconditional grants are recognized as support and revenues when they are received or unconditionally pledged. These contributions are shown as restricted support and revenues if they are subject to time or donor restrictions. Net assets with donor restrictions are reclassified to net assets without donor restrictions and reported in the statement of activities and changes in net assets as net assets released from restrictions when a stipulated time restriction ends, purpose restriction is accomplished, or both; however, contributions and grants with donor restrictions are reported as support and revenues without donor restrictions if the restriction is met in the same year that the gift is received. Conditional contributions are not recorded as support and revenues until the conditions are met. Payments classified as exchange transactions (reciprocal transfers between two entities in which goods and services of equal value is exchanged) are not recorded as other support and revenue until allowable expenditures are incurred. Special events revenue is recognized at a point in time when the event takes place. Amounts collected in advance of the event are deferred until the event is conducted. Marjaree Mason Center, Inc. Notes to Financial Statements 10 Program fees revenue is recognized at a point in time when the service takes place and consists of amounts collected for education and training program services provided to program participants. Grant arrangements have been evaluated and determined to be nonreciprocal, meaning the granting entity has not received a direct benefit in exchange for the resources provided. Instead, revenue is recognized as a conditional contribution—when the barrier to entitlement is overcome. The barrier to entitlement is considered overcome when expenditures associated with the grant are determined to be allowable and all other significant conditions of the grant are met. The largest of these grants supports the Organization’s emergency services and rehousing services programs to operate their shelters for victims of domestic violence and their children, and to provide counseling and educational services. Conditional grant revenue recognition – In accordance with Accounting Standards Codification (“ASC”) 958- 605, Not-for-Profit Entities—Revenue Recognition (“ASC 958-605”), for conditional grants, the Organization accounts for these grants initially as refundable advances until the conditions of the grant are substantially met. Classification of net assets – Net assets and revenues, expenses, gains, and losses are classified based on the existence or absence of donor-imposed restrictions as follows: Without donor restriction – Net assets not subject to use or time restrictions. A portion of these net assets may be designated by the Board of Directors for specific purposes. At September 30, 2022 and 2021, there were no board-designated net assets. With donor restriction – Defined as that portion of net assets that consist of a restriction on the specific use or the occurrence of a certain future event. Net assets with donor restriction represent amounts collected by the Organization to be spent on specific purposes or activities. Restrictions on net assets are usually met within a year of receiving the amount restricted. Cash and cash equivalents – For purposes of reporting the statements of cash flows, the Organization considers cash accounts, money market accounts, and certificates of deposits with original maturities of three months or less to be cash equivalents. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At September 30, 2022 and 2021, the Organization had approximately $1,943,000 and $2,785,000 uninsured cash balances, respectively. The Organization has not experienced any losses on those deposits and believes it is not exposed to any significant credit risk. Investments in marketable securities – Investments in marketable securities consist primarily of publicly traded mutual funds and common stock and are recorded at fair value. These investments are covered by the Securities Investor Protection Corporation up to $500,000 (including $250,000 of cash). Investment income and unrealized gains and losses, net of investment expenses, are reported in the statement of activities and changes in net assets. Marjaree Mason Center, Inc. Notes to Financial Statements 11 Grants receivable – The Organization utilizes the allowance of accounting for and reporting uncollectible or doubtful accounts. Management determines the allowance for doubtful accounts based on an analysis of specific customers, taking into consideration the age of the past due accounts and an assessment of the customer’s ability to pay. At September 30, 2022 and 2021, management considered all grants receivable balances to be fully collectible and, therefore, no allowance for doubtful accounts has been recorded. Grants receivable are written off when deemed uncollectible. Recoveries of grants receivable previously written off are recorded as income when received. The Organization grants credit to its customers, substantially all of which are government agencies (federal, state, and local) and generally requires no collateral from its customers. Contributions and pledges receivable – Unconditional contributions, including pledges to give at estimated net realizable value, are recognized as revenue in the period received. The Organization reports conditional contributions as with donor restriction support if they are received with donor stipulations that limit the use of the donated assets. Pledges receivable at September 30, 2022 and 2021, amounted to $184,952 and $173,467, respectively. Property and equipment – According to the Organization’s policy, property and equipment acquisitions over $2,500 are capitalized. Purchased property and equipment is capitalized at cost, donated property and equipment is recorded at fair value. The Organization does not imply restrictions on the use of contributed property and equipment received without donor stipulations. Expenditures that increase the life of the related assets are capitalized. Repairs and maintenance, including planned major maintenance activities, are charged to operations when incurred. Leasehold improvements are depreciated over the lesser of the remaining lease agreement or the estimated useful life. Depreciation is computed using the straight-line method over the following estimated useful lives: Buildings and land improvements 5–40 years Furnishings, equipment, and vehicles 5–10 years Property and equipment purchased with federal funds is subject to various usage, maintenance, and disposition provisions of the Uniform Guidance, as well as any additional provisions established by the funding agency. Deferred revenue – Deferred revenue represents special event revenues received by the Organization in advance of the event’s occurrence and grant monies billed but not yet received or earned. In-kind contributions – Contributions of noncash assets are utilized by the Organization in providing services and are recorded at their fair values in the period received. Contributions of noncash assets received for fundraising events (such as catering, entertainment, etc.) are not recorded in the accompanying financial statements. In addition, contributions of noncash assets to be sold at fundraising events by the Organization are recorded at the time of sale. Contributions of donated services that create or enhance nonfinancial assets or require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation, are recorded at their fair values in the period received. Marjaree Mason Center, Inc. Notes to Financial Statements 12 A number of unpaid volunteers have made significant contributions of their time to the Organization. However, the value of these services is not reflected in the accompanying financial statements because U.S. GAAP do not allow for the recognition of nonspecialized services. The values of professional services provided by trained volunteers are recorded in the accompanying financial statements (see Note 12). Advertising costs – Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred. The costs of direct-response advertising are capitalized and amortized over the period during which future benefits are expected to be received. For the years ended September 30, 2022 and 2021, advertising costs expensed amounted to $17,141 and $12,489, respectively; no costs were capitalized. Allocation of expenses – The costs of providing various programs and activities have been summarized on a functional basis in the statements of activities and changes in net assets and functional expenses. During the year, such costs are accumulated into separate groupings as either “direct” or “indirect.” Indirect or shared costs are allocated among program and support services by a method that best measures the relative degree of benefit, such as square footage, hours worked, and employee headcount. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Fundraising expenses – Costs of acquiring or applying for a contract or grant are categorized as indirect expenses and not separately stated as fundraising expenses. Fundraising expenses are expensed as incurred. Revenue from fundraising events is recognized in the period in which the event takes place. Income taxes – The Organization is a tax-exempt corporation under Section 501(c)(3) of the Internal Revenue Code and section 23701(d) of the State of California Corporate Code. The Organization is subject to taxation on any unrelated business income. Uncertain tax positions – The Organization recognizes the effect of income tax provisions only if those positions are more likely than not of being sustained. The Organization does not believe its financial statements include any uncertain tax positions. Summarized comparative information – The accompanying financial statements include certain prior-year comparative information in summarized form without net asset class detail or functional expense allocation detail. Such information does not include sufficient detail to constitute a presentation in conformity with U.S. GAAP. Accordingly, such information should be read in conjunction with the Organization’s financial statements for the prior year ended September 30, 2021, from which the summarized information was derived. Marjaree Mason Center, Inc. Notes to Financial Statements 13 NOTE 2 – INVESTMENTS IN MARKETABLE SECURITIES Investments in marketable securities consisted of the following at September 30: 2022 2021 Mutual funds: Columbia Ultra Short Term Bond CLA 248,700$ -$ Pioneer Multi Asset Ultrashort Income CLA 247,538 - Fidelity Advisor Short Term Bond CLA 237,168 - CVCF Social Impact Pooled Investment 208,165 69,828 JP Morgan Equity Income CLI 165,952 120,697 Columbia Disciplined Cor Instl Cl 124,546 131,218 PGIM Floating Rate Income CL Z 120,284 - MFS Total Return Bond CLI 117,483 96,157 Columbia Strategic Income CLZ 114,580 93,464 AB High Income Advisor CL 107,985 91,806 Fidelity Advisor Strategic Income CLI 104,686 84,265 Mainstay CBRE Global Infra CLI 98,696 47,597 Brandywineglobal Global Opptys Bond CL I 91,280 95,466 Janus Henderson High Yield CLI 85,366 72,590 BNY Mellon Global Real Return CLI 75,784 - Blackstone Alt Multi Strategy CLI 75,766 - Columbia Select Global Equity 74,734 70,657 Western Asset Core Plus Bond CLI 73,814 64,899 BNY Mellon International Bond CLI 58,639 - Federated Hermes Strategic Value 52,439 - Janus Henderson Global Real Estate CLI 52,335 47,704 Columbia Seligman Global Technology CLZ 42,715 37,942 Invesco Balanced Risk Alloc CLY 40,230 36,386 Delaware Small Cap Core CLI 40,210 - Transamerica Intl Equity CLI 39,858 37,184 AB Sustainable Global Thematic Advisor CL 36,055 33,932 Janus Henderson Global Life Sciences CLI 27,385 21,839 Columbia Strategic Income CLZ 10,951 6,377 MFS Conservative ALLOC CLI - 99,622 Fidelity Advisor New Market Income CLI - 58,719 Matthews Asia Dividend Investor CL - 57,499 Dreyfus Intl bond CLI - 53,231 JPMorgan Core Bond CL I - 45,063 Total mutual funds 2,773,344 1,574,142 Exchange-traded funds: SPDR S&P 500 ETF 102,133 82,943 Money market fund: Ameriprise Insured Money Market 7,344 2,928 Total investments in marketable securities 2,882,821$ 1,660,013$ Marjaree Mason Center, Inc. Notes to Financial Statements 14 During the years ended September 30, 2022 and 2021, dividend income reinvested into mutual funds was approximately $13,000 and $17,000, respectively. During the years ended September 30, 2022 and 2021, net realized and unrealized (loss) and gain was $(555,060) and $183,742, respectively. During the years ended September 30, 2022 and 2021, proceeds from the sales of investments were $585,829 and $227,094, respectively. NOTE 3 – FAIR VALUE MEASUREMENTS The Organization’s investments are reported at fair value in the accompanying statements of financial position. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Organization believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The fair value measurement accounting literature establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. The Organization uses appropriate valuation techniques based on the available inputs to measure the fair value of its investments. When available, the Organization measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. The Organization had no assets or liabilities measured using Level 2 or Level 3 inputs. The three levels of the fair value of hierarchy are described below: Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Organization has the ability to access. Level 2 – Inputs to the valuation methodology include: • Quoted market prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in inactive markets; • Inputs other than quoted prices that are observable for the asset or liability; and • Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 1 fair value measurements – The fair value of mutual funds and exchange traded finds are based on quoted prices in active markets for identical assets. Marjaree Mason Center, Inc. Notes to Financial Statements 15 Investments held at net asset value – Beneficial interests in perpetual trusts are valued at the pro-rata ownership percentage of the net asset value (“NAV”) of the private investment. The NAV is based on the underlying assets in the trust, which consist of common stocks and mutual funds. The use of NAV as fair value is deemed appropriate as the private investments do not have finite lives, unfunded commitments relating to these types of investments, or significant restrictions on redemptions. Accounting standards allow for the use of a practical expedient for the estimations of the fair value of investment companies or private investments for which the investment does not have a readily determinable fair value. The practical expedient used by the Organization to value these investments is the NAV. In some instances, the NAV may not equal the fair value that would be calculated under fair value accounting standards. The following table sets forth by level, within the fair value hierarchy, the Organization’s assets measured at fair value on a recurring basis as of September 30, 2022: Investments Held Level 1 Level 2 Level 3 at NAV Total Mutual funds: Blended Bond 1,379,081$ -$ -$ -$ 1,379,081$ Domestic Stock 538,873 - - - 538,873 International Bond 225,684 - - - 225,684 Blended Asset 116,013 - - - 116,013 Blended Stock 388,162 - - - 388,162 Domestic Bond 125,531 - - - 125,531 Total mutual funds 2,773,344 - - - 2,773,344 Exchange-traded funds 102,133 - - - 102,133 Money market funds 7,344 - - - 7,344 Beneficial interest in perpetual trusts - - - 184,500 184,500 Total assets at fair value $ 2,882,821 -$ -$ 184,500$ $ 3,067,321 Fair Value Measurements The following table sets forth by level, within the fair value hierarchy, the Organization’s assets measured at fair value on a recurring basis as of September 30, 2021: Investments Held Level 1 Level 2 Level 3 at NAV Total Mutual funds: Blended Bond 488,712$ -$ -$ -$ 488,712$ Domestic Stock 328,120 - - - 328,120 International Bond 207,416 - - - 207,416 Blended Asset 136,008 - - - 136,008 Blended Stock 262,923 - - - 262,923 Domestic Bond 93,464 - - - 93,464 International Stock 57,499 - - - 57,499 Total mutual funds 1,574,142 - - - 1,574,142 Exchange-traded funds 82,943 - - - 82,943 Money market funds 2,928 - - - 2,928 Beneficial interest in perpetual trusts - - - 821,719 821,719 Total assets at fair value $ 1,660,013 -$ -$ 821,719$ $ 2,481,732 Fair Value Measurements The Organization’s policy is to recognize transfers into and out of Levels 2 and 3 inputs as of the date of the event or change in circumstances that caused the transfer. For the years ended September 30, 2022 and 2021, there were no significant transfers into or out of Level 2 or Level 3 inputs. Marjaree Mason Center, Inc. Notes to Financial Statements 16 NOTE 4 – GRANTS RECEIVABLE Grants receivable consisted of the following at September 30: 2022 2021 California Office of Emergency Services 259,984$ 203,714$ County of Fresno 137,336 122,587 U.S. Department of Housing and Urban Development 129,623 513,142 FEMA 44,916 68,798 City of Fresno 38,237 64,209 Westcare 18,019 30,722 Fresno Unified 8,345 - Madera County 4,230 3,231 Saint Agnes Hospital - 16,575 640,690$ 1,022,978$ NOTE 5 – PLEDGES RECEIVABLE Pledges receivable consisted of the following at September 30: 2022 2021 Pledges receivable in less than one year 159,952$ 123,467$ Pledges receivable in one to five years 25,000 50,000 184,952$ 173,467$ NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at September 30: 2022 2021 Building and land improvements 4,990,873$ 4,928,826$ Leasehold improvements 94,546 94,546 Equipment 93,946 65,258 Buildings 660,387 660,387 Furniture and fixtures 47,748 47,748 Vehicles 247,470 210,480 Land 29,064 29,064 6,164,034 6,036,309 Less: accumulated depreciation (3,581,624) (3,280,328) 2,582,410$ 2,755,981$ The Organization incurred depreciation expense of $301,296 and $312,145 for the years ended September 30, 2022 and 2021, respectively. Marjaree Mason Center, Inc. Notes to Financial Statements 17 NOTE 7 – BENEFICIAL INTEREST IN PERPETUAL TRUSTS Beneficial interest in perpetual trusts consisted of the Organization’s percentage interest in three separate perpetual trusts accounted for as split-interest agreements. The Organization values its interest in these trusts based on the fair value of each trust’s underlying assets. Balances consisted of the following at September 30: 2022 2021 Burks’ Trust (5% interest)175,598$ 207,186$ Nine Trust (5% interest)8,902 11,484 Rea's Trust (10% interest)70,276 603,049 254,776 821,719 Less: allowance for beneficial interest in perpetual trusts (70,276) - 184,500$ 821,719$ During the years ended September 30, 2022 and 2021, the Organization’s portion of unrealized (loss) and gain were $(15,162) and $54,522, respectively. During the year ended September 30, 2022, the Organization received a distribution from the Rea’s Trust in the amount of $551,781. No distributions were received during the year ended September 30, 2021. At September 30, 2022, beneficial interest in perpetual trusts was shown net of an allowance of $70,276. No allowance was recorded at September 31, 2021. NOTE 8 – REFUNDABLE ADVANCES The Organization was awarded a grant from the Anthem Blue Cross Foundation, LLC in the amount of $200,000 to help fund routine prenatal care, maternal health education, and wellness checks during pregnancy for victims of domestic violence as part of the Maternal Health Program. In accordance with ASC 958-605 for conditional grants, the Organization is accounting for this grant as a refundable advance until the conditions of the grant are substantially met. At September 30, 2022, $- of the refundable advance was remaining, the Organization met the remaining requirements of the conditional grant. The Organization was awarded a grant from the City of Fresno in the amount of $500,000 for emergency shelter needs for domestic survivors related to the novel coronavirus (“COVID-19”) pandemic. In accordance with ASC 958-605 for conditional grants, the Organization is accounting for this grant as a refundable advance until the conditions of the grant are substantially met. At September 30, 2021, $327,888 of the refundable advance was remaining. The Organization met the remaining requirements of the conditional grant during the year ended September 30, 2022. Marjaree Mason Center, Inc. Notes to Financial Statements 18 The Organization was awarded a grant from the State of California Emergency Housing and Assistance Program (“EHAP”) for renovation of an emergency shelter in Fresno in the amount of $1,000,000. In accordance with ASC 958-605 for conditional grants, the Organization accounted for this grant as a refundable advance until the conditions of the grant were substantially met. Repayment is deferred as long as the property was used as an emergency shelter or transitional housing for 7 years. If the condition is not met, the Organization must pay the amount back with a 3% rate of interest, per annum. Accrued interest totaled $210,000 at September 30, 2021. As the Organization substantially met the conditions, the amount is reported as grant revenue in the amount of $1,210,000 as of September 30, 2021. NOTE 9 – OBLIGATIONS UNDER OPERATING LEASES The Organization leases office equipment and property, which require certain minimum annual rental payments. The leases vary in terms and expire between December 2022 and March 2066. For the year ended September 30, 2022, total office equipment and property lease expenses were $110,143 and $153,576, respectively. For the year ended September 30, 2021, total office equipment and property lease expenses were $50,571 and $148,922, respectively. The future annual minimum lease payments under long-term contractual obligations at September 30, 2022, are as follows: Years Ending September 30, 2023 62,407$ 2024 32,632 2025 32,632 2026 16,169 2027 100 Thereafter 3,900 147,840$ Marjaree Mason Center, Inc. Notes to Financial Statements 19 NOTE 10 – NET ASSETS WITH DONOR RESTRICTION Amounts received from various donors for specific purposes are net assets with donor restriction that have been spent for their specified purposes. Net assets with donor restriction consisted of the following at September 30: 2022 2021 Bullard site 1,178,296$ -$ Shelter, food, and supplies for clients and children 493,801 598,186 Beneficial trusts 184,500 821,719 Clovis shelter 137,457 155,262 Programs and counseling 114,151 652,689 Auto and facilities maintenance 6,905 18,180 Education and outreach 4,360 70,528 Reedley facility - 877 2,119,470$ 2,317,441$ Net assets released from restriction during the years ended September 30, 2022 and 2021, totaled $1,526,120 and $803,638, respectively. NOTE 11 – RETIREMENT PLAN The Organization established a 401(k) Retirement Plan covering all active, full-time employees aged 21 or older. Matching contributions of $46,939 and $12,210 were made during the years ended September 30, 2022 and 2021, respectively. NOTE 12 – IN-KIND DONATIONS In-kind donations consisted of the following for the years ended September 30: 2022 2021 Trained volunteers 57,951$ 75,112$ Fresno, Clovis, and Reedley shelters 12,120 17,162 Meathead Movers 31,000 31,000 Donated meals 450 - 101,521$ 123,274$ The Organization’s policy related to in-kind donations is to utilize the assets given to carry out the mission of the Organization. If an asset is provided that does not allow the Organization to utilize it in its normal course of business, the asset will be sold at its fair market value as determined by appraisal or specialist depending on the type of asset. Marjaree Mason Center, Inc. Notes to Financial Statements 20 The Organization was provided professional clinical services at no cost to service the individuals in their shelters and other programs. Based on current market rates for these services, the Organization would have paid $70,071 and $92,274 for the years ended September 30, 2022 and 2021, respectively. The Organization was provided discretionary moving services from Meathead Movers to support victims of domestic violence in Fresno County. Based on current market rates for these services, the Organization would have paid $31,000 for each of the years ended September 30, 2022 and 2021. All in-kind donations received by the Organization for the years ended September 30, 2022 and 2021, were considered without donor restrictions and able to be used by the Organization as determined by the board of directors and management. NOTE 13 – CONTINGENCIES AND CONCENTRATIONS Federal, state, and local grants – Amounts received from grant agencies are subject to audit and adjustment by grantor agencies, principally the state and federal government. Any disallowed claims, including amounts already collected, may constitute a liability of the Organization. There are no pending audits or proposed adjustments currently. Economic dependency – The Organization receives a majority of its funding through various programs and contracts with federal, state, local, and private agencies. Grants and contracts for the years ended September 30, 2022 and 2021, comprise approximately 76% and 62%, respectively, of total revenue without donor restriction. The following is a summary of total grants and contracts received by granting and contracting agency for the year ended September 30, 2022: Granting and Contracting Agency Amount Percentage Department of Housing and Urban Development 1,625,075$ 30.02% California Office of Emergency Services 1,449,206 26.77% City of Fresno 959,955 17.73% County of Fresno 821,887 15.18% Other contracts 296,731 5.48% Federal Emergency Management Agency 94,916 1.75% Fresno Unified School District 85,345 1.58% Madera District 28,908 0.53% Westcare 27,062 0.50% Saint Agnes Hospital 24,855 0.46% 5,413,940$ 100.00 Marjaree Mason Center, Inc. Notes to Financial Statements 21 The following is a summary of total grants and contracts received by granting and contracting agency for the year ended September 30, 2021: Granting and Contracting Agency Amount Percentage Department of Housing and Urban Development 1,423,373$ 27.62% California Office of Emergency Services 1,343,913 26.08% City of Fresno 970,792 18.84% County of Fresno 951,690 18.47% Other contracts 178,747 3.47% Fresno Unified School District 77,000 1.49% California Partnership to End Domestic Violence 71,250 1.38% Federal Emergency Management Agency 68,798 1.34% Saint Agnes Hospital 33,145 0.64% County of Madera 18,823 0.37% Westcare 15,649 0.30% 5,153,180$ 100.00 NOTE 14 – LIQUIDITY AND FUNDS AVAILABLE Financial assets available to meet cash needs for general expenditures within one year as of September 30, 2022, are as follows: Financial assets: Cash and cash equivalents 2,579,744$ Investments in marketable securities 2,882,821 Grants receivable 640,690 Other receivables 4,763 Pledges receivable 184,952 Financial assets at September 30, 2022 6,292,970 Less those unavailable for general expenditure within one year, due to: Noncurrent portion of pledges receivable (25,000) Financial assets available to meet cash needs for general expenditures within one year 6,267,970$ The Organization’s spending policy is to structure its financial assets to be available for operations, capital assets, and opportunities to enhance the Organization’s mission. The Organization has certain donor-restricted net assets that are available for general expenditures within one year of September 30, 2022, because the restrictions on the net assets are expected to be met by conducting the normal activities of the programs in the coming year. Marjaree Mason Center, Inc. Notes to Financial Statements 22 NOTE 15 – SUBSEQUENT EVENTS Subsequent events are events or transactions that occur after the statement of financial position date, but before financial statements are available to be issued. The Organization recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the statement of financial position, including the estimates inherent in the process of preparing the financial statements. The Organization’s financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the statement of financial position, but arose after the statement of financial position date and before financial statements are available to be issued. The Organization has evaluated subsequent events through January 16, 2023, which is the date the financial statements were available to be issued, and determined the following event required disclosure: On December 3, 2021, the Organization signed a purchase and sale agreement with an unrelated party to purchase a building to replace the Organization’s current administration building and Fresno shelter. The total purchase price of the building is $7,000,000. On December 6, 2021, escrow was opened, and due diligence was started. The purchase was delayed due to a City of Fresno zoning contract with limitations of the building purpose. The zoning contract was lifted during the summer 2022, which initiated the due diligence process again. On December 13, 2022, the Organization closed on the purchase. The Organization obtained a promissory note payable to an unrelated party in the amount of $2,000,000, including interest at a rate of 4.10% per annum, with principal and accrued interest payable at maturity on December 13, 2023. The remaining balance on the purchase was made with $2,700,000 of cash and $2,300,000 of an in-kind donation. Supplementary Information Marjaree Mason Center, Inc. 24 See notes to schedule of expenditures of federal awards. Schedule of Expenditures of Federal Awards Year Ended September 30, 2022 Federal Grantor/Pass-through Grantor/Program Title Federal Assistance Listing Number Pass-through Entity Identifying Number Federal Expenditures Community Development Block Grants - Entitlement Grants Cluster U.S. Department of Housing and Urban Development Passed through the County of Fresno Community Development Block Grant 14.218 A-21-313 37,484$ Passed through the City of Fresno Community Development Block Grant 14.218 N/A 50,616 Total Community Development Block Grants - Entitlement Grants Cluster 88,100 Continuum of Care Program U.S. Department of Housing and Urban Development Direct award HUD Clovis - Supportive Housing 14.267 CA0974L9T142007 154,272 HUD Clovis - Supportive Housing 14.267 CA0974L9T142108 75,555 HUD Welcome Home 14.267 CA1480L9T141904 7,251 HUD Welcome Home 14.267 CA1185L9T142108 66,529 HUD Welcome Home 2 14.267 CA1410L9T142005 129,184 HUD Welcome Home 2 14.267 CA1410L9T142106 21,205 HUD Welcome Home 3 14.267 CA1480L9T142005 138,027 HUD Welcome Home 3 14.267 CA1480L9T142106 38,293 HUD Coordinated Entry 14.267 CA1762D9T142002 350,270 HUD Coordinated Entry 14.267 CA1762D9T1142103 37,742 HUD Coordinated Entry 2 14.267 CA1854L9141900 65,446 HUD Coordinated Entry 2 14.267 CA1854L9T142102 395,214 HUD Safe and Sound 14.267 CA1764D9T142002 146,087 Total Continuum of Care Program 1,625,075 Emergency Solutions Grant U.S. Department of Housing and Urban Development Passed through the City of Fresno Emergency Solutions Grant 14.231 N/A 95,473 Total U.S. Department of Housing and Urban Development 1,808,648 Crime Victim Assistance U.S. Department of Justice Passed through the California Office of Emergency Services Domestic Violence Assistance Program 16.575 DV20341257 65,000 Domestic Violence Assistance Program 16.575 DV20341257 118,513 Unserved/Underserved Victim Advocacy 16.575 UV20031257 8,597 Unserved/Underserved Victim Advocacy 16.575 UV21041257 41,802 Unserved/Underserved Victim Advocacy 16.575 UV21041257 78,040 Housing First 16.575 XD20031257 54,392 Housing First 16.575 XD2031257 238,387 Transitional Housing - FSP 16.575 XH20031257 46,900 Transitional Housing - FSP 16.575 XH21041257 147,876 Total Crime Victim Assistance 799,507 Violence Against Women Formula Grants U.S. Department of Justice Passed through the California Office of Emergency Services Teen Dating Violence 16.588 TV20051257 18,656 Total U.S. Department of Justice 818,163 Emergency Food and Shelter National Board U.S. Department of Homeland Security Direct Award Emergency Food and Shelter National Board Program 97.024 21 94,916 Total U.S. Department of Homeland Security 94,916 Family Violence Prevention & Services U.S. Department of Health and Human Services Passed through the California Office of Emergency Services Domestic Violence Assistance Program 93.671 DV20341257 119,701 Total U.S. Department of Health and Human Services 119,701 Coronavirus Relief Fund U.S. Department of Treasury Passed through the City of Fresno COVID-19 - City Cares 21.019 N/A 300,000 COVID-19 - City Cares 21.019 N/A 327,889 Total Coronavirus Relief Fund and U.S. Department of Treasury 627,889 Total Expenditures of Federal Awards 3,469,317$ Marjaree Mason Center, Inc. 25 Notes to Schedule of Expenditures of Federal Awards Year Ended September 30, 2022 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation – The accompanying schedule of expenditures of federal awards (the “Schedule”) includes the federal grant activity of Marjaree Mason Center, Inc. (the “Organization”), under programs of the federal government for the year ended September 30, 2022. The information in the Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Uniform Guidance”). Because the Schedule presents only a selected portion of the operations of the Organization, it is not intended to and does not present the financial position, changes in net assets, or cash flows of the Organization. Relationship to financial reports – Information included in the accompanying Schedule is in substantial agreement with the information reported in the related financial reports for major programs. Program costs – Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. Negative amounts shown on the Schedule represent adjustments or credits made in the normal course of business to amounts reported as expenditures in prior years. Subrecipients – The Organization does not pass through funds to subrecipients. NOTE 2 – INDIRECT COSTS The Organization has elected to use the 10-percent de minimis indirect cost rate allowed under the Uniform Guidance as described in 2 CFR 200.414. Single Audit Reports 27 Report of Independent Auditors on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards The Board of Directors Marjaree Mason Center, Inc. We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Marjaree Mason Center, Inc., which comprise the statement of financial position for the year ended September 30, 2022, the related statements of activities and changes in net assets, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements, and have issued our report thereon dated January 16, 2023. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered Marjaree Mason Center, Inc.’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control. Accordingly, we do not express an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of Marjaree Mason Center, Inc.’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified. 28 Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether Marjaree Mason Center, Inc.’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Marjaree Mason Center, Inc.’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Fresno, California January 16, 2023 29 Report of Independent Auditors on Compliance for the Major Federal Program and Report on Internal Control over Compliance Required by the Uniform Guidance The Board of Directors Marjaree Mason Center, Inc. Report on Compliance for the Major Federal Program Opinion on the Major Federal Program We have audited Marjaree Mason Center, Inc.’s compliance with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on Marjaree Mason Center Inc.’s major federal program for the year ended September 30, 2022. Marjaree Mason Center, Inc.’s major federal program is identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs. In our opinion, Marjaree Mason Center, Inc. complied, in all material respects, with the compliance requirements referred to above that could have a direct and material effect on its major federal program for the year ended September 30, 2022. Basis for Opinion on the Major Federal Program We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (Government Auditing Standards); and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report. We are required to be independent of Marjaree Mason Center, Inc. and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for the major federal program. Our audit does not provide a legal determination of Marjaree Mason Center, Inc.’s compliance with the compliance requirements referred to above. Responsibilities of Management for Compliance Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to Marjaree Mason Center, Inc.’s federal programs. 30 Auditor’s Responsibilities for the Audit of Compliance Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on Marjaree Mason Center, Inc.’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material, if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about Marjaree Mason Center, Inc.’s compliance with the requirements of the major federal program as a whole. In performing an audit in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding Marjaree Mason Center, Inc.’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. • Obtain an understanding of Marjaree Mason Center, Inc.’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of Marjaree Mason Center, Inc.’s internal control over compliance. Accordingly, no such opinion is expressed. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit. Other Matters The results of our auditing procedures disclosed one instance of noncompliance which is required to be reported in accordance with the Uniform Guidance and which is described in the accompanying schedule of findings and questioned costs as item 2022-001. Our opinion on the major federal program is not modified with respect to this matters. Government Auditing Standards requires the auditor to perform limited procedures on Marjaree Mason Center, Inc.’s response to the noncompliance finding identified in our compliance audit described in the accompanying schedule of findings and questioned costs. Marjaree Mason Center, Inc.’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. 31 Report on Internal Control over Compliance Our consideration of internal control over compliance was for the limited purpose described in the Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance and therefore, material weaknesses or significant deficiencies may exist that were not identified. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, as discussed below, we did identify a deficiency in internal control over compliance that we consider to be a significant deficiency. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. We consider the deficiency in internal control over compliance described in the accompanying schedule of findings and questioned costs as item 2022-001, to be a significant deficiency. Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed. Government Auditing Standards requires the auditor to perform limited procedures on Marjaree Mason Center, Inc.’s response to the internal control over compliance finding identified in our compliance audit described in the accompanying schedule of findings and questioned costs. Marjaree Mason Center, Inc.’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Fresno, California January 16, 2023 Marjaree Mason Center, Inc. 32 Schedule of Findings and Questioned Costs Year Ended September 30, 2022 FINANCIAL STATEMENTS Type of auditor's report issued on whether the financial statements audited were prepared in accordance with GAAP: Internal control over financial reporting: Material weakness(es) identified?Yes X No Significant deficiency(ies) identified?Yes X None reported Noncompliance material to financial statements noted?Yes X No FEDERAL AWARDS Internal control over major federal programs: Material weakness(es) identified?Yes X No Significant deficiency(ies) identified?X Yes None reported Any audit findings disclosed that are required to be reported in accordance with section 2 CFR 200.516(a)?X Yes No Identification of Major Federal Program and Type of Auditor's Report Issued on Compliance for the Major Federal Program Name of Federal Program/Cluster Continuum of Care Program Unmodified Dollar threshold used to distinguish between Type A and Type B programs: Auditee qualified as low-risk auditee?X Yes No None reported. Section I – Summary of Auditor's Results Section II –– Financial Statement Findings $750,000 Unmodified Type of Auditor's Report Issued on Compliance for the Major Federal Program 14.267 Federal Assistance Listing Number Marjaree Mason Center, Inc. Schedule of Findings and Questioned Costs (Continued) Year Ended September 30, 2022 33 Section III – Federal Award Findings and Questioned Costs Finding 2022-001: Department of Housing and Urban Development - Continuum of Care Program - Assistance Listing No. 14.267; Grant period: Year Ended December 31, 2022. Criteria –In accordance with 2 CFR 200.320(a)(2)(i), participants are required to perform an appropriate form of competition in their procurement process if purchases are within the small purchase threshold. Condition – Management did not perform an appropriate form of competition for a purchase made within the small purchase threshold. Questioned costs – There are known questioned costs of $36,990 representing the reimbursements claimed for the vendor during the audit period. No likely questioned costs are noted. Context – Inspection of procurement documentation showed one out of two vendors subjected to sampling required an adequate number of price or rate quotations from qualified sources to be obtained and assessment to be performed in accordance with the small purchase threshold of 2 CFR 200.320(a)(2)(i). Price or rate quotations were obtained,but not formally documented and a formal assessment was not performed.Of the $1,625,075 of total Continuum of Care reimbursements claimed during the year, $96,702 of reimbursements are subject to this procurement requirement, including the known questioned costs of $36,990. Effect –By not obtaining price or rate quotations from qualified sources, this could result in the utilization of an unqualified vendor, an overspending of grant funding, and questioned costs. Cause – Management obtained rate quotations from an adequate number of vendors,but did not retain sufficient documentation and did not perform a formal assessment to proceed with the purchase. Repeat finding – N/A Recommendation –We recommend management implement a control to ensure sufficient documentation is retained during the procurement of all vendors being reimbursed by federal awards and ensure compliance with the Uniform Guidance and other applicable procurement standards. Management's response – Management will ensure to retain sufficient documentation when obtaining quotes from similar vendors and performing a documented analysis of services and corresponding costs for the fiscal year 2022–23 and every year going forward. Other Information Marjaree Mason Center, Inc. 35 Combining Schedule of Revenue, Support, and Expenses – Unaudited Year Ended September 30, 2022 (with Summarized Comparative Information for Year Ended September 30, 2021) California Contributions, Housing and Office of County Program County of Urban Emergency Marriage Family City of Fees, and Total Fresno Development Services License Fees Stabilization Fresno Other 2022 2021 REVENUES, GAINS, AND OTHER SUPPORT Grants and contracts 69,431$ 1,625,075$ 1,449,206$ 175,885$ 690,245$ 928,007$ 476,091$ 5,413,940$ 5,153,180$ Contributions - - - - - - 2,945,544 2,945,544 3,003,763 In-kind donations - - - - - - 101,521 101,521 123,274 Special events - - - - - - 521,886 521,886 303,701 Program fees - - - - - - 145,948 145,948 184,990 Other income - - - - - - 14,700 14,700 42,897 Legacies and bequests - - - - - - 100,000 100,000 109,777 Emergency Housing and Assistance grant - - - - - - - - 1,210,000 Loss on disposal of assets - - - - - - - - (7,118) Net realized and unrealized loss (gain) in fair value of perpetual trusts - - - - - - (85,438) (85,438) 54,522 Interest and dividend income - - - - - - 53,739 53,739 25,457 Net realized and unrealized (loss) gain in fair value of investments - - - - - - (555,060) (555,060) 183,742 Total revenues, gains, and other support 69,431 1,625,075 1,449,206 175,885 690,245 928,007 3,718,931 8,656,780 10,388,185 EXPENSES Accounting and legal - 4,093 4,940 12,548 - - 54,648 76,229 48,563 Advertising - - 149 - - - 16,992 17,141 12,489 Bad debt expense - - - - - - 2,500 2,500 - Bank charges - - - - - - 88 88 891 Computer services - 4,430 1,893 11,364 745 - 20,031 38,463 42,423 Conferences, conventions, and meetings 1,323 9,430 1,985 17 1,513 - 103,138 117,406 142,081 Depreciation - - - - - - 183,057 183,057 180,824 Donated services and supplies - - - - - - 108,062 108,062 123,086 Dues and subscriptions - 656 1,294 - - - 25,442 27,392 20,752 Employee benefits 3,690 175,215 123,552 1,000 91,188 47,155 396,529 838,329 636,311 Equipment rental, repairs, and maintenance 2,217 135,567 64,342 37,597 20,462 23,860 242,951 526,996 532,527 Food 3,925 367 741 1,550 94 37,593 77,404 121,674 152,892 Insurance - 5,722 9,678 42,112 - - 16,075 73,587 68,245 Interest - - - - - - 316 316 30,000 Miscellaneous - - - - - - 4,136 4,136 1,390 Office expense 27 314 2,028 3,106 1,888 26 51,649 59,038 44,375 Printing - 6,222 419 247 130 - 54,278 61,296 35,653 Professional fees - 10,862 20,147 4,627 250 - 359,721 395,607 274,259 Program supplies 27,335 248,945 393,769 516 583 474,106 280,543 1,425,797 1,406,256 Rent 7,200 25,610 24,332 3,009 66,418 - 50,865 177,434 184,262 Salaries 23,552 956,950 690,727 - 479,869 269,884 1,520,870 3,941,852 3,357,482 Security - 1,101 12,929 87 564 51,413 40,600 106,694 10,922 Taxes and licenses - 6,759 - 93 - - 17,111 23,963 121 Utilities 162 32,832 96,281 2,346 26,541 23,970 74,106 256,238 273,155 Total expenses 69,431 1,625,075 1,449,206 120,219 690,245 928,007 3,701,112 8,583,295 7,578,959 CHANGES IN NET ASSETS -$ -$ -$ 55,666$ -$ -$ 17,819$ 73,485$ 2,809,226$ Exhibit D Google Maps � � � � ... �= g � i i Ii • t I = • � � I lI1 1600 M St z � � .I( % J· I I .,. � 2 � 1 ,. i ,I � � t � rn, " ,t "�i ! 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Gong-le .,7,. ,,-, I OWN .#�,t Smart & Final " q :E lillbt,1,--uJ � ... . ..,.. ... ·-· ii-� Ullil ' ., Cali Smoke! Map data ©2020 Google 1000 ft.._ ____ __, Exhibit E 2/2/23, 10:12 AM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/1/2 Marjaree Mason Center Inc. EIN: 94-1156639 | Fresno, California, United States Other Names MARJAREE MASON CENTER INC Publication 78 Data Organizations eligible to receive tax-deductible charitable contributions. Users may rely on this list in determining deductibility of their contributions. On Publication 78 Data List: Yes Deductibility Code: PC Copies of Returns (990, 990-EZ, 990-PF, 990- T) Electronic copies (images) of Forms 990, 990-EZ, 990-PF or 990-T returns filed with the IRS by charities and non-profits. Tax Year 2021 Form 990 Tax Year 2019 Form 990 Tax Year 2018 Form 990 Tax Year 2017 Form 990 Tax Year 2016 Form 990 2/2/23, 10:12 AM Tax Exempt Organization Search Details | Internal Revenue Service https://apps.irs.gov/app/eos/details/2/2 Tax Year 2015 Form 990 City of Fresno Department of PARCS PY 2023-2024 CONSOLIDATED NOFA PART A – COVER PAGE: UNIT OF GOVERNMENT Part A, Section 1: General Information Legal Name of the Unit of Government: City of Fresno - PARCS DUNS Number: Federal Tax ID Number: 071887855 94-6000338 Office Location: Organization Website Address: 1515 E. Divisadero Street, Fresno, CA 93721 https://www.fresno.gov/parks/ Director: E-mail Address: Aaron Aguirre Aaron.Aguirre@Fresno.gov Manager: E-mail Address: Shelby MacNab795,000 Shelby.MacNab@Fresno.gov Financial Officer: E-mail Address: Dary Boualamsy Dary.Boualamsy@Fresno.gov Principal Contact Person: Principal Contact’s Title: Principal Contact’s Physical Address (Street Address, Suite, City, State, ZIP): Shelby MacNab Business Manager 1515 E. Divisadero Street Fresno, CA 93721 Primary Phone #: Alternative Phone #: E-mail Address: 559-621-2957 559-240-2041 Shelby.MacNab@Fesno.gov Name of Authorized Signatory: Title of Authorized Signatory: Aaron A. Aguirre Director Signature of Authorized Official: Date of Signature: PY23-24 City of Fresno Consolidated NOFA Part A Unit of Government Page 2 of 4 Part A, Section 2: Organizational Capacity and Management Please provide key personnel information for HUD-funded projects: Staff Name Title Years of Experience 1) Dary Boulamsy Business Manager 11 2) Candidate Offer Made Program Manager 20 3) Shelby MacNab Business Manager 10 4) Elizabeth Castillo Program Manager 7 5) Financial Management Were any management letters issued as a result of the last audit? If yes, explain. No management letters were issued. Provide the name of staff responsible for your agency’s accounting system Name: Dary Boulamsy Title: Business Manager Phone/Email: 559-621-2912 Dary.Boulamsy@Fresno.gov PY23-24 City of Fresno Consolidated NOFA Part A Unit of Government Page 3 of 4 Part A, Section 3: Summary of Attached Applications: Provide number and total dollar amount of applications by Application Type  Homeless and Homelessness Prevention Programs Number of Applications Total Dollar Amount Requested $  Public and Community Services Number of Applications Total Dollar Amount Requested 2 $ 795,000.00  Public Infrastructure and City-Owned Facilities Number of Applications Total Dollar Amount Requested $  Fair Housing Number of Applications Total Dollar Amount Requested $ = GRAND TOTAL Number of Applications Total Dollar Amount Requested 2 $795,000.00 PY23-24 City of Fresno Consolidated NOFA Part A Unit of Government Page 4 of 4 Required Attachments to Part A Select all attachments included. Part A, Exhibit 1 – List of Directors and Officers by Corporate Title and Name (Required) Part A, Exhibit 2 – Most Recent Audited Financial Statement (Required) Part A, Exhibit 3 – Indirect Cost Rate Agreement with Federal Cognizant Agency (Required if applicant seeks to charge an indirect cost rate greater than 10 percent of modified total direct costs) Page 1 of 24 PY 2023-2024 CONSOLIDATED NOFA PART B - APPLICATION PUBLIC AND COMMUNITY SERVICES Application Summary The City of Fresno (City) invites eligible organizations to submit applications for Public and Community Services through the Community Development Block Grant (CDBG) Program. The 2020-2024 Consolidated Plan prioritizes the provision of services to low-income and special needs households that develop human capital and improve quality of life. As such, the City is interested in receiving applications for one or more of the following program activities: Activity Potential Funding Child Care Services CDBG Youth Services Medical and Mental Health Services Older Adult Services Personal and Professional Services Economic Development: Micro- Enterprise Assistance • Activity Definitions Child Care Services: Services to benefit children (generally under age 13), including parenting skills classes. Youth Services: Services for young people aged 4 to 19 that include, for example, recreational services, life skills (i.e., student-drive work programs), and cultural arts education opportunities. Counseling programs that target teens may include counseling for the family. Medical and Mental Health Services: improving access to mental health and medical services for low- and moderate-income people including addiction recovery programs. Older Adult Services: Services for older adults aged 60 and over that include, for example, recreational services. Personal and Professional Development: Assistance to increase money management, home maintenance, workforce training, and employment programs. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 2 of 24 Economic Development: Micro-Enterprise Assistance: Financial assistance, technical assistance, or general support services to owners and developers of micro-enterprises. A micro-enterprise is a business with five or fewer employees, including the owner(s). PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 3 of 24 Application Submission Application Deadline January 27, 2023, by 4:00 p.m. Resolutions Authorizing Application Submission Deadline February 13, 2023, by 4:00 p.m. Application Delivery • Please submit an electronic version of your application by: Email HCDD@fresno.gov, or If your file is over 40 MB, email HCDD@fresno.gov to receive a link to upload large files (instructions in the Consolidated NOFA Handbook appendix) Hard copies of applications and authorizing resolutions are not requested or accepted. If assistance is required for digital submission, please reach out to the contact listed below. We will email you within one business day of receipt to confirm application submission – if you do not receive a confirmation, please contact the relevant person. Contact Person • Kimberly Archie, Senior Management Analyst 559-621-8458 Kimberly.Archie@fresno.gov • General Inquiries Housing & Community Development Division | 559-621-8300 | HCDD@fresno.gov PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 4 of 24 Application Overview and Instructions The City of Fresno (City) Housing and Community Development division is accepting proposals from eligible organizations providing Public and Community Services to low- income and special needs households that develop human capital and improve quality of life within the City. Funds to be used for this NOFA are from the U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) Program. A guide to program requirements is attached to the Consolidated NOFA Handbook. Under this Consolidated NOFA, the following Public and Community Services objectives have been prioritized, with Youth Services being the highest priority for funding: • Afterschool enrichment programs for children to include educational and recreational programming and promote social interaction to combat mental health impacts of COVID-19 • Enhanced programming (i.e., life skills, recreational programs, and cultural arts educational opportunities) for children and youth in existing parks and recreation centers • Affordable childcare and daycare options for low- and moderate-income families • Personal and professional development programs like money management, workforce training, and employment programs • Recreation, nutrition, and social services for seniors • Improving medical and mental health care access to include counseling and recovery programs for people with alcohol and/or substance abuse disorders • Transportation services for low- and moderate-income people to attend medical, housing, and aid appointments • A location (preferably at a City park or neighborhood center) to allow people to shower; launder clothes; or obtain groceries, toiletries, clothing, etc. • A location to provide feminine hygiene products, referrals to supportive services, counseling, and dental services • Micro-enterprise assistance PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 5 of 24 Instructions Applications have been designed to support a standardized method of evaluation for eligibility and consideration. Applicants are encouraged to carefully review their applications prior to submission to ensure all questions are complete and narrative attachments are included. Once the application is submitted, additional information will not be accepted. In the event additional clarification is needed, City staff will contact the agency. In most instances, applicants will have 24 hours to provide the additional clarifying information in order to be considered responsive. Prior to completing their applications, applicants should review the 2023-2024 Consolidated NOFA Handbook. The Handbook provides additional information regarding funding priorities, threshold eligibility requirements, applicant support options, and information on the timeline and process for application review and funding. An organization’s completed application includes one Part A (organizational information), and one or more Part B (application) including all relevant exhibits and attachments. • Applicants may provide as attachment a maximum of two, single-page letters of support. Additional pages beyond the maximum will not be reproduced. For this reason, applicants should select the two “best” support letters. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 6 of 24 Evaluation Process Applications will be scored and ranked according to the below criteria. Category Points Qualified / Disqualified: • Does the applicant demonstrate how the proposal aligns with one or more priorities outlined in the City of Fresno 2020- 2024 Consolidated Plan? (If no, the application is disqualified.) • Are the proposed activities eligible under the applicable funding source? (If no in part or full, the application is disqualified in part or full.) • Are the proposed costs eligible under the applicable funding source? (if no in part or full, the application is disqualified in part or full.) • Is the applicant a unit of government or an established corporation chartered and in good standing with the State of California or a 501(c)(3) tax-exempt organization? (if no, the application is disqualified) • Does the applicant have established financial and management systems? (if no, the application is disqualified) • Has the applicant failed to meet any other threshold eligibility requirements in the accompanying 2023-2024 Consolidated NOFA Handbook? (If yes, the application is disqualified.) Qualified or Disqualified Organizational Capacity: • Does the organization have demonstrated success in administering a similar activity? (0 years = 0 points; 1 or more years = 5 points) • Has the organization provided financial statements showing current assets sufficient to cover operating expenses for at least six months? (5 points) • Does this organization have any unresolved monitoring finding? (Up to -10) 10 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 7 of 24 Category Points Quality of the Proposal / Alignment to Community Needs: • Does the application clearly describe a community need and provide evidence that existing resources are insufficient to meet that need? (5 points) • Is the program targeted to specific areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs)? (10 points) • Does the applicant demonstrate a thorough plan of how to reach the target population and how they will affirmatively market the program to the target population? (Up to 15 points) • Does the application clearly describe how it will assist the City in meeting the goals outlined in the Consolidated Plan? (Up to 5 points) ● Does the proposal include activities for youth? (5 points) 40 Impact and Outcome: • Does the proposed activity clearly define the outcome of the activity and how it will impact the priority needs described? (Up to 10 points) • Does the organization describe how their prior activities have resulted in meaningful impact? (Up to 5 points) • Does the proposal demonstrate that the activity will be completed in a timely manner? (Up to 5 points) • Does the organization clearly articulate how the program activities were developed in consultation with the target population? (Up to 10 points) 30 Cost Effectiveness / Leveraging: • Is the proposed budget consistent with the proposed program service(s)? (Up to 5 points) • Will the proposed activity leverage additional funds that would otherwise not be available? (Up to 5 points) 10 Coordination / Collaboration • To what extent does the applicant describe how its activities will be delivered in coordination with other community resources to address the overall needs of its clientele? (Up to 10 points) 10 Total Possible Points 100 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 8 of 24 PY 2023-2024 APPLICATION Public and Community Service Programs NOTE: This application is not for public services to benefit primarily homeless and individuals at risk of homelessness or for Fair Housing programs. If you are a homeless provider, please use the Homeless and Homelessness Prevention Application. If you are an organization applying for Fair Housing Programs, please use the Fair Housing Application. 1. Project Summary Information – please complete the below summary information for the project/program. Project Name (10 words or less): Senior Recreation Program Amount Requested: $ 480,000.00 To utilize CDBG funds for a public service, the service must be either a new service or a quantifiable increase in the level of an existing service. This project is a: New Project/Program Existing Project/Program Provide a short description of the proposed program/activity. (1 to 3 sentences and must fit in the provided space). The Senior Recreation Program provides recreational activities at senior centers in the City of Fresno for seniors ages 60+. Examples of activities include: arts and crafts, educational and skill building workshops, nutrition education, gardening, special events and excursions. The purpose of the program is to provide connection, improve quality of life and strengthen community resiliency. If this is an existing project/program that has not received CDBG funding from the City previously, please briefly explain how CDBG funds will be used to increase the level of service. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 9 of 24 N/A 2. Organizational Capacity a. Briefly describe how your organization’s prior activities have resulted in meaningful impact: The City of Fresno Parks, After School, Recreation and Community Services (PARCS) Department has an established Senior Recreation Program that provides recreation reaching over 500 seniors per year. The recreational opportunities create a meaningful impact on the health and wellbeing of seniors by providing them with a safe space to connect with their peers, pursue lifelong education, participate in fitness and enhance their quality of life through recreation. b. Describe the organization’s experience with administering federally funded programs of this nature. The PARCS Department has participated in CDBG funded service delivery for more than a decade. The team responsible for internal oversight of the funding and senior enrichment program delivery has over 35 years of combined experience relevant to program and grant administration. c. For how many years has the organization administered activities of the type described in this application? 30 d. Does the organization have the following in place (check box if ‘yes’)? PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 10 of 24 Written policies and procedures for the proposed project or program (i.e., intake, eligibility) Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 11 of 24 3. Proposed Scope of Work a. Briefly describe the needs this proposal addresses, and how existing resources are insufficient to meet this need: This proposal addresses the need to engage seniors (ages 60+) in recreational opportunities, lifelong learning, skill development and community building to improve quality of life. The Senior Recreation Program is funded in part by CDBG. Local funding from the General Fund and Measure P Sales Tax are also appropriated toward the costs of Senior Recreation Programming. CDBG funding is essential to continuing to expand and enhance program offerings for seniors. In Fiscal Year 2024 (program year 2023) the PARCS Department is proposing to add permament part time positions and adjust operating hours to allow programming to begin earlier in the day. b. Briefly describe the target population and how the project will meet the specific needs of the target population and how the project will be marketed to the target population. The target population are seniors ages 60+. The CDBG project funds the Senior Recreation Program and enrichment activities at community centers for part of the day. Around lunch time, the Senior Hot Meals Program begins. The Senior Hot Meals program is funded, in part, by the Fresno Madera Agency on Aging (FMAAA) and is available at no-cost to seniors age 60+. The PARCS Department has identified a need to lower the age threshold for all senior programming from 62 years old to 60 years old to be consistent with the FMAAA funded hot meals program age requirements. Lowering the age threshold (if approved under CDBG) will enable greater participation in the Senior Recreation Program funded by CDBG. c. Describe consultation efforts made with the target population in the development of the proposed activity. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 12 of 24 The PARCS Department surveys and regularly engages with seniors who are active in existing programming. According to surveys, seniors report an interest in recreational activities tailored specifically to their age group, interests and abilities. There is also a desire to arrive at programming earlier in the day. Based on the growing demand for senior programming, the PARCS Department restructured in 2021 to include a dedicated Program Manager role to lead senior programming. The Program Manager uses senior survey feedback and industry best practices to shape recreation and enrichment programming around the evolving needs of the target population. d. Describe the marketing plan for the proposed activity and how the organization will ensure it reaches the target population. The PARCS Department has a Community Outreach Specialist and a Program Manager who work together to tailor marketing and outreach to serve senior populations. Services will be marketed to the target population through placing information on the City's website, social media accounts and distribution/posting of printed materials. All information will be provided in multiple languages in an accessible format. Printed materials (posters, banners, brochures and/or flyers) will be placed at community centers throughout the City. A senior survey will also be conducted to get feedback from existing participants to inform program operations and marketing. To expand community outreach, referral information will be provided to two community service centers including United Way's Community Service Center (211) and the City of Fresno's Customer Service Center (311). Information will also be provided to community partner and other organizations serving the target population. This marketing plan is presumed to reach the target population by using multiple communication methods across a variety of locations where low-income seniors congregate and/or seek information or resources. e. The City’s Analysis of Impediments to Fair Housing Choice recommends that the City prioritize investments in areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs – see NOFA Handbook). Will this program be: Offered Citywide Offered Citywide with an emphasis and affirmative marketing toward RECAPs Offered exclusively to residents of RECAPs PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 13 of 24 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 14 of 24 f. Describe the service area: Note: Strong applications will include specifically defined services areas such as ‘residents within ½ mile radius of [facility address]’ or ‘residents within the boundaries defined on the attached map.’ Services will be offered to low-income older adults and seniors (60+ years of age) at the following ten locations: 1) Bulldog and 6th - 1343 E. Barstow 2) Inspiration Park - 5770 W. Gettysburg 3) Lafayette Neighborhood Park - 1516 E. Princeton Ave 4) The Link - Mckinley and Blackstone - 1507 N Blackstone Ave 5) Mary Ella Brown Community Center - 1350 E. Annadale Ave. 6) Mosqueda Community Center - 4670 E. Butler Ave. 7) Pinedale Community Center - 7170 N. San Pablo Ave. 8) Romain Park - 745 N. First Street 9) Senior Citizens Village - 1917 S. Chestnut Ave. 10) Ted C. Wills Community Center - 770 N. San Pablo Service area map attached as exhibit B g. Estimate the number of unduplicated persons expected to benefit from the project: 500 unduplicated persons will receive a direct benefit from this project. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 15 of 24 h. Income Documentation CDBG-eligible programs primarily benefit persons who earn less than 80% of the area median income. A chart containing the income limits effective as of July 1, 2022, is included as a reference below. Applicants must select one of the three options for documenting how their activity will satisfy the income eligibility requirement. Please note, these income limits are subject to change. For the most current income limits please reference the link below: https://www.hudexchange.info/resource/5334/cdbg-income-limits/ Household Size 30% AMI 50% AMI 80% AMI 1 16,350 27,300 43,650 2 18,700 31,200 49,850 3 21,050 35,100 56,100 4 23,350 38,950 62,300 5 25,250 42,100 67,300 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 16 of 24 OPTION 1: Low-Income Clientele – Presumed Benefit Select this option only if the program will exclusively serve one of the following clienteles (select all that apply) Older Adults (62 and older) Severely Disabled Adults Abused Children Illiterate Adults Migrant Farm Workers OPTION 2: Low-Income Clientele – Other Select this option if the program will serve a specific clientele not listed under the first option. The organization must document income eligibility for each program participant. Indicate below the types of documentation the organization will collect to verify income eligibility (select all that apply): Pay Stubs / Wage Statements W-2s Income Tax Returns Social Security Documentation Bank Statements Signed Certifications from Beneficiaries Other: Other: Other: OPTION 3: Low-Income Area Select this option if the program will benefit all residents within the defined service area described in 3.d. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 17 of 24 i. Detailed Narrative Description of Project/Program Describe the project/program in detail in the space below. Limit description to the space provided on this and the next page. Senior Recreation will be offered at up to 10 locations throughout the City and includes a variety of programming to support the physical, mental and social wellbeing for senior populations. Senior Recreation is offered Monday through Friday at all senior center locations. The Link and Bulldog and 6th are also open on Saturdays. Activities offered include: exercise and fitness classes, guest speakers, community service presentations, arts and crafts, educational workshops tailored to the unique needs of seniors, painting, bingo, gardening, cooking, nutrition education, digital literacy, intergenerational events, performing arts, games, dance, day-trip excursions and other special events. Programming hours will be periodically extended or expanded to weekends to accommodate special events. Additionally, the PARCS program will utilize CDBG funding to increase operating hours/open centers earlier. The staffing budget reflects any extra costs for extended day programming to accommodate this enhancement. All CDBG funding will be used toward staffing costs. Local funding will be used toward staffing costs and supplies. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 18 of 24 Detailed Narrative Description of Project/Program (Continued from previous page) PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 19 of 24 j. Collaboration Briefly describe any collaboration efforts with other organizations for this project/program or related initiatives. Collaborating Organization Description of Collaboration Fresno Madera Agency on Aging (FMAAA) FMAAA provides funding for senior hot meals. This complements senior recreation by providing nutrition assistance for senior program participants. . PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 20 of 24 4. Project/Program Budget a. The City is interested in applicants that can deploy activities in a timely manner (12 months) while balancing the need to maintain high standards of program delivery. Please propose how you will address this need. The PARCS Deparment has hired a Program Manager to oversee and expand the Senior Program and proposes to hire permanent part-time staff who can ensure high standards of program delivery. The PARCS Department has also hired additional fiscal staff who can provide support with the reimbursement process. b. List of Funding Sources Provide all planned funding anticipated/ committed for this activity for PY 2023- 2024. If the organization has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date Local General Fund TBD Pending FY24 Budget Adoption 7/1/2023 Local Measure P TBD Pending FY24 Budget Adoption 7/1/2023 Federal CDBG $480,000 Pending CDBG award process 7/1/2023 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 21 of 24 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 22 of 24 c. Activity Budget Summary and Narrative Please complete Exhibit A – Operating Budget Summary. The above referenced Budget worksheet is available at www.fresno.gov/housing under the ‘Notices of Funding Available’ tab. An Exhibit B – Budget Narrative must also be completed to provide a brief explanation of the expenses included in the budget. Please note the following costs are not allowable for CDBG: bad debts; contingencies; contributions and donations; entertainment costs (including meals for social events and awards/graduation banquets); gifts or incentive awards to individuals; fines and penalties resulting from violations of or non-compliance with Federal, State, and Local laws; interest on borrowed capital; fundraising; investment management. d. Prior-Year Financial Statement Please attach a financial statement labeled as Exhibit B for the proposed program for the last full operating year. Failure to provide the financial statement will result in disqualification. Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY EXHIBIT B – BUDGET NARRATIVE EXHIBIT C – PRIOR-YEAR AUDITED FINANCIAL STATEMENT INCLUDING STATEMENT OF ACTIVITIES, STATEMENT OF FINANCIAL POSITION AND STATEMENT OF CASH FLOWS (REQUIRED WHEN TOTAL FEDERAL GRANT AWARDS EQUALED OR EXCEEDED $750,000 DURING THE ANNUAL AUDIT PERIOD); OR EXHIBIT D – PRIOR-YEAR UNAUDITED FINANCIAL STATEMENT WHEN TOTAL FEDERAL GRANT AWARDS FOR THE ANNUAL AUDIT PERIOD WAS LESS THAN $750,000 Optional Additional Exhibits: EXHIBIT – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT B – SERVICE AREA MAP (REQUIRED IF NOT DESCRIBED IN 3.d.) PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 23 of 24 Exhibit A: Operating Project Budget Summary (or submit via Excel) Budgeted Position (Personnel) or Category (Operations) City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position; add additional rows as needed) Direct Service Personnel (enter position titles): Senior Recreation Staff $445,000 $35,000 $480,000 $480,000 Administrative Personnel (enter position titles): Independent Contractors / Consultants (enter position titles): TOTAL PERSONNEL BUDGET $445,000 $35,000 $480,000 $ $ $ $ $ $480,000 Other Direct Costs (Include only costs that are direct; indirect costs are covered under the Indirect Cost Rate) TOTAL OTHER DIRECT COSTS $ $ $ $ $ $ $ INDIRECT COSTS (Select 1 indirect rate Only) Approved Indirect Cost Rate De minimus 10 % Rate TOTAL INDIRECT COST BUDGET $ $ $ $ $ $ $ TOTAL PROJECT BUDGET $445,000 $35,000 $480,000 $ $ $ $ $ $480,000 *An approved indirect cost rate must be applied to the base identified in the agreement with the federal cognizant agency. Per 2 CFR 200.414, any non-federal entity that does not have a current negotiated rate may elect to charge a de minimis rate of 10% of Modified Total Direct Costs (defined in 2 CFR 200.68). PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 24 of 24 Exhibit B: Budget Narrative Please provide a brief narrative describing the expenses included in each category of the budget summary. The costs included in the budget workbook are allocated to wages and benefits for personnel. Exact position titles are dependent upon City of Fresno budget adoption in FY24 and will be updated to include exact titles if funding is awarded. General Fund and Measure P funding will also be allocated to Senior Recreation programming. Exact allocations are not available at the time of application but will be made available following the City of Fresno FY24 budget adoption. #* #* #* #* #* #* #* #* #* #* Pinedale Community Center Bulldog&Sixth Lafayette Neighborhood Park The Link Mosqueda Community Center Senior Citizens Village Romain Park Ted C. Wills Community Center Inspiration Park Mary Ella Brown Community Center American Ave Central Ave North Ave Jensen Ave North Ave Jensen Ave California Ave Whites Bridge Ave Belmont Ave McKinley Ave Shields Ave Ashlan Ave Shaw Ave Shaw Ave Ashlan Ave Shields Ave McKinley Ave Belmont Ave Kings Canyon Rd Bullard Ave Herndon Ave Nees Ave Shepherd Ave Behymer Ave Copper Ave Friant RdBullard Ave Herndon AveGarfield AveRiverside DrPolk AveBlythe AveMarks AvePalm AveBlackstone AveWest AveWillow AveFirst StCedar AveChestnut AveCalifornia Ave Temperance AveFowler AveClovis AveWillow AveTemperance AveFowler AveClovis AveWillow AveEast AveElm AveCedar AveWest AveMarks AveWalnut AveBrawley AveCornelia AveHayes AveGrantland Ave/ Updated: 3/2/2022File Path: H:\USER\ErikaAJ\MXDs\COF_PARCS_SeniorPrograms_20220302.mxd #*Senior Programs 1 mile Service Area Council Districts District 1 District 2 District 3 District 4 District 5 District 6 District 7 Major Streets City Limits 0 1.5 30.75 Miles City of Fresno, PARCS Department Exhibit 1Senior Program Centers Page 1 of 24 PY 2023-2024 CONSOLIDATED NOFA PART B - APPLICATION PUBLIC AND COMMUNITY SERVICES Application Summary The City of Fresno (City) invites eligible organizations to submit applications for Public and Community Services through the Community Development Block Grant (CDBG) Program. The 2020-2024 Consolidated Plan prioritizes the provision of services to low-income and special needs households that develop human capital and improve quality of l ife. As such, the City is interested in receiving applications for one or more of the following program activities: Activity Potential Funding Child Care Services CDBG Youth Services Medical and Mental Health Services Older Adult Services Personal and Professional Services Economic Development: Micro- Enterprise Assistance • Activity Definitions Child Care Services: Services to benefit children (generally under age 13), including parenting skills classes. Youth Services: Services for young people aged 4 to 19 that include, for example, recreational services, life skills (i.e., student-drive work programs), and cultural arts education opportunities. Counseling programs that target teens may include counseling for the family. Medical and Mental Health Services: improving access to mental health and medical services for low- and moderate-income people including addiction recovery programs. Older Adult Services: Services for older adults aged 60 and over that include, for example, recreational services. Personal and Professional Development: Assistance to increase money management, home maintenance, workforce training, and employment programs. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 2 of 24 Economic Development: Micro-Enterprise Assistance: Financial assistance, technical assistance, or general support services to owners and developers of micro-enterprises. A micro-enterprise is a business with five or fewer employees, including the owner(s). PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 3 of 24 Application Submission Application Deadline January 27, 2023, by 4:00 p.m. Resolutions Authorizing Application Submission Deadline February 13, 2023, by 4:00 p.m. Application Delivery • Please submit an electronic version of your application by: Email HCDD@fresno.gov, or If your file is over 40 MB, email HCDD@fresno.gov to receive a link to upload large files (instructions in the Consolidated NOFA Handbook appendix) Hard copies of applications and authorizing resolutions are not requested or accepted. If assistance is required for digital submission, please reach out to the contact listed below. We will email you within one business day of receipt to confirm application submission – if you do not receive a confirmation, please contact the relevant person. Contact Person • Kimberly Archie, Senior Management Analyst 559-621-8458 Kimberly.Archie@fresno.gov • General Inquiries Housing & Community Development Division | 559-621-8300 | HCDD@fresno.gov PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 4 of 24 Application Overview and Instructions The City of Fresno (City) Housing and Community Development division is accepting proposals from eligible organizations providing Public and Community Services to low- income and special needs households that develop human capita l and improve quality of life within the City. Funds to be used for this NOFA are from the U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) Program. A guide to program requirements is attached to the Consolidated NOFA Handbook. Under this Consolidated NOFA, the following Public and Community Services objectives have been prioritized, with Youth Services being the highest priority for funding: • Afterschool enrichment programs for children to include educational and recreational programming and promote social interaction to combat mental health impacts of COVID-19 • Enhanced programming (i.e., life skills, recreational programs, and cultural arts educational opportunities) for children and youth in existing parks and recreation centers • Affordable childcare and daycare options for low- and moderate-income families • Personal and professional development programs like money management, workforce training, and employment programs • Recreation, nutrition, and social services for seniors • Improving medical and mental health care access to include c ounseling and recovery programs for people with alcohol and/or substance abuse disorders • Transportation services for low- and moderate-income people to attend medical, housing, and aid appointments • A location (preferably at a City park or neighborhood center) to allow people to shower; launder clothes; or obtain groceries, toiletries, clothing, etc. • A location to provide feminine hygiene products, referrals to supportive services, counseling, and dental services • Micro-enterprise assistance PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 5 of 24 Instructions Applications have been designed to support a standardized method of evaluation for eligibility and consideration. Applicants are encouraged to carefully review their applications prior to submission to ensure all questions are complete and narrative attachments are included. Once the application is submitted, additional information will not be accepted. In the event additional clarification is needed, City staff will contact the agency. In most instances, applicants will have 24 hours to provide the additional clarifying information in order to be considered responsive. Prior to completing their applications, applicants should review the 2023-2024 Consolidated NOFA Handbook. The Handbook provides additional information regarding funding priorities, threshold eligibility requirements, applicant support options, and information on the timeline and process for application review and funding. An organization’s completed application includes one Part A (organizational information), and one or more Part B (application) including all relevant exhibits and attachments. • Applicants may provide as attachment a maximum of two, single-page letters of support. Additional pages beyond the maximum will not be reproduced. For this reason, applicants should select the two “best” support letters. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 6 of 24 Evaluation Process Applications will be scored and ranked according to the below criteria. Category Points Qualified / Disqualified: • Does the applicant demonstrate how the proposal aligns with one or more priorities outlined in the City of Fresno 2020- 2024 Consolidated Plan? (If no, the application is disqualified.) • Are the proposed activities eligible under the applicable funding source? (If no in part or full, the application is disqualified in part or full.) • Are the proposed costs eligible under the applicable funding source? (if no in part or full, the application is disqualified in part or full.) • Is the applicant a unit of government or an established corporation chartered and in good standing with the State of California or a 501(c)(3) tax-exempt organization? (if no, the application is disqualified) • Does the applicant have established financial and management systems? (if no, the application is disqualified) • Has the applicant failed to meet any other threshold eligibility requirements in the accompanying 2023-2024 Consolidated NOFA Handbook? (If yes, the application is disqualified.) Qualified or Disqualified Organizational Capacity: • Does the organization have demonstrated success in administering a similar activity? (0 years = 0 points; 1 or more years = 5 points) • Has the organization provided financial statements showing current assets sufficient to cover operating expenses for at least six months? (5 points) • Does this organization have any unresolved monitoring finding? (Up to -10) 10 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 7 of 24 Category Points Quality of the Proposal / Alignment to Community Needs: • Does the application clearly describe a community need and provide evidence that existing resources are insufficient to meet that need? (5 points) • Is the program targeted to specific areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs)? (10 points) • Does the applicant demonstrate a thorough plan of how to reach the target population and how they will affirmatively market the program to the target population? (Up to 1 5 points) • Does the application clearly describe how it will assist the City in meeting the goals outlined in the Consolidated Plan? (Up to 5 points) ● Does the proposal include activities for youth? (5 points) 40 Impact and Outcome: • Does the proposed activity clearly define the outcome of the activity and how it will impact the priority needs described? (Up to 10 points) • Does the organization describe how their prior activities have resulted in meaningful impact? (Up to 5 points) • Does the proposal demonstrate that the activity will be completed in a timely manner? (Up to 5 points) • Does the organization clearly articulate how the program activities were developed in consultation with the target population? (Up to 10 points) 30 Cost Effectiveness / Leveraging: • Is the proposed budget consistent with the proposed program service(s)? (Up to 5 points) • Will the proposed activity leverage additional funds that would otherwise not be available? (Up to 5 points) 10 Coordination / Collaboration • To what extent does the applicant describe how its activities will be delivered in coordination with other community resources to address the overall needs of its clientele? (Up to 10 points) 10 Total Possible Points 100 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 8 of 24 PY 2023-2024 APPLICATION Public and Community Service Programs NOTE: This application is not for public services to benefit primarily homeless and individuals at risk of homelessness or for Fair Housing programs. If you are a homeless provider, please use the Homeless and Homelessness Prevention Application. If you are an organization applying for Fair Housing Programs, please use the Fair Housing Application. 1. Project Summary Information – please complete the below summary information for the project/program. Project Name (10 words or less): Youth Recreation Program Amount Requested: $ 315,000.00 To utilize CDBG funds for a public service, the service must be either a new service or a quantifiable increase in the level of an existing service. This project is a: New Project/Program Existing Project/Program Provide a short description of the proposed program/activity. (1 to 3 sentences and must fit in the provided space). The Youth Recreation Program provides high quality after school programming, camps and enrichment activities for youth age 17 and under at ten City of Fresno community centers and neighborhood parks.The program was formerly known as the After School Program. If this is an existing project/program that has not received CDBG funding from the City previously, please briefly explain how CDBG funds will be used to increase the level of service. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 9 of 24 N/A 2. Organizational Capacity a. Briefly describe how your organization’s prior activities have resulted in meaningful impact: The City of Fresno Parks, After School, Recreation and Community Services (PARCS) Department has provided after school, recreation and neighborhood park programming for youth for decades. This programming provides a safe place for youth to build relationships with their peers, seek assistance with homework, develop new skills, pursue sports, arts and other recreational activities. b. Describe the organization’s experience with administering federally funded programs of this nature. The PARCS Department has participated in CDBG funded service delivery for more than a decade. The team responsible for internal oversight of the funding and senior enrichment program delivery has over 35 years of combined experience relevant to program and grant administration. c. For how many years has the organization administered activities of the type described in this application? 40 d. Does the organization have the following in place (check box if ‘yes’)? PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 10 of 24 Written policies and procedures for the proposed project or program (i.e., intake, eligibility) Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 11 of 24 3. Proposed Scope of Work a. Briefly describe the needs this proposal addresses, and how existing resources are insufficient to meet this need: This proposal addresses the need for high quality, no-cost youth programming delivered at neighborhood locations that are safe and accessible to youth. No- cost after school programs are often oversubscribed and have longwaitlists. Providing youth recreation services at community centers helps address unmet demand for after school programming. CDBG funding pays for part of the cost to deliver programming. Funds are leveraged with local funding to maximize reach. b. Briefly describe the target population and how the project will meet the specific needs of the target population and how the project will be marketed to the target population. The target population to be served are youth 17 and under from low-income households as determined by the nature and location of the activity. Youth need opportunities to develop social and emotional skills, reinforce academic skills, build resilience and try new sports and activities that enrich their quality of life. PARCS youth recreational programming provides the target population with activities designed to support development and resilience for youth of all ages. For marketing plans, see section 3-d. c. Describe consultation efforts made with the target population in the development of the proposed activity. Youth recreation programming is responsive to the interests of the children who attend. Activities and camps are tailored based on the age group attending each location. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 12 of 24 d. Describe the marketing plan for the proposed activity and how the organization will ensure it reaches the target population. Youth recreation programming such as after school programming, camps, or workshops will be marketed with flyers and posters placed at neighborhood center sites, shared on the City of Fresno website and social media accounts. Printed and digital materials will be provided in multiple languages to maximize accessibility for target audiences. This marketing plan is presumed to reach the target population by using multiple communication methods across a variety oflocations where the target population and their guardians congregate and/or seek information about recreation. e. The City’s Analysis of Impediments to Fair Housing Choice recommends that the City prioritize investments in areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs – see NOFA Handbook). Will this program be: Offered Citywide Offered Citywide with an emphasis and affirmative marketing toward RECAPs Offered exclusively to residents of RECAPs PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 13 of 24 f. Describe the service area: Note: Strong applications will include specifically defined services areas such as ‘residents within ½ mile radius of [facility address]’ or ‘residents within the boundaries defined on the attached map.’ The program will primarily serve youth within a 1 mile radius of each of the ten locations. All locations except Einstein Playground are located in RECAPS. 1) Alfonso Hernandez Jr./Dickey Youth Center - 1515 E. Divasadero 2) Einstein Playground - 3566 E. Dakota 3) Fink White - 535 S. Trinity Ave 4) Frank H. Ball - 760 Mayor Ave 5) Holmes Playground - 212 S. First 6) Lafayette Neighborhood Center - 1516 E. Princeton 7) Maxie L. Parks - 1802 E. California 8) Quigley - 808 W. Dakota 9) Romain Neighborhood Center - 745 N. First 10) Ted C. Wills Community Center - 770 N. San Pablo Service area map attached as exhibit B g. Estimate the number of unduplicated persons expected to benefit from the project: 400 unduplicated persons will receive a direct benefit from this project. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 14 of 24 h. Income Documentation CDBG-eligible programs primarily benefit persons who earn less than 80% of the area median income. A chart containing the income limits effective as of July 1, 2022, is included as a reference below. Applicants must select one of the three options for documenting how their activity will satisfy the income eligibility requirement. Please note, these income limits are subject to change. For the most current income limits please reference the link below: https://www.hudexchange.info/resource/5334/cdbg-income-limits/ Household Size 30% AMI 50% AMI 80% AMI 1 16,350 27,300 43,650 2 18,700 31,200 49,850 3 21,050 35,100 56,100 4 23,350 38,950 62,300 5 25,250 42,100 67,300 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 15 of 24 OPTION 1: Low-Income Clientele – Presumed Benefit Select this option only if the program will exclusively serve one of the following clienteles (select all that apply) Older Adults (62 and older) Severely Disabled Adults Abused Children Illiterate Adults Migrant Farm Workers OPTION 2: Low-Income Clientele – Other Select this option if the program will serve a specific clientele not listed under the first option. The organization must document income eligibility for each program participant. Indicate below the types of documentation the organization will collect to verify income eligibility (select all that apply): Pay Stubs / Wage Statements W-2s Income Tax Returns Social Security Documentation Bank Statements Signed Certifications from Beneficiaries Other: Other: Other: OPTION 3: Low-Income Area Select this option if the program will benefit all residents within the defined service area described in 3.d. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 16 of 24 i. Detailed Narrative Description of Project/Program Describe the project/program in detail in the space below. Limit description to the space provided on this and the next page. CDBG currently provides funding for youth recreation at ten Neighborhood Centers located throughout the City of Fresno. These centers range in size from 1,500 square feet to 41,000 square feet and are primarily located in RECAPS, throughout the low income areas of Fresno. These neighborhood park sites included: Holmes playground, Ted C. Wills Community Center, Romain Playground, Maxie L. Parks Community Center, Frank H. Ball Playground, Fink White Neighborhood Center, Quigley Park, Dickey Youth and Development Center, Einstein Park and Lafayette Park. All centers are open Monday through Friday. Several locations are open on the weekends. In addition to drop-in recreation activities that are available to youth, specialized programming and camps are offered seasonally, typically during school breaks. Examples of the type of youth recreation programming at the centers includes, but is not limited to the following; • Performing arts and talent shows • Family Fun night – which promotes family fitness, unity and recreation • Nature hikes • Teen Leadership Program – Learning valuable job skills • Arts and Crafts • Neighborhood Park Youth Sports leagues • Character development programs • Large group games • Homework Centers • Summer and Winter Break Day Camps • A Healthy snack/ meal program • Healthy cooking classes PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 17 of 24 • Karate Classes • Break Dancing Classes • Service Oriented Projects like Pride in your park, SPCA Clean up, etc. • Thematic Holiday Special Events Including Kids Fest, Santa’s Village, Haunted Yard, etc. Programming at these centers provides a safe space fo r at-risk youth to seek mentorship and access to engaging recreational activities. Programming is designed to reach all ages and is tailored to respond to youth interests. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 18 of 24 Detailed Narrative Description of Project/Program (Continued from previous page) PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 19 of 24 j. Collaboration Briefly describe any collaboration efforts with other organizations for this project/program or related initiatives. Collaborating Organization Description of Collaboration Fresno Economic Opportunities Commission Provides snacks and meals to youth. Building Better Communities Foundation Provides snacks and meals to youth. PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 20 of 24 4. Project/Program Budget a. The City is interested in applicants that can deploy activities in a timely manner (12 months) while balancing the need to maintain high standards of program delivery. Please propose how you will address this need. The PARCS Deparment is in the process of hiring a Program Manager to oversee programming. b. List of Funding Sources Provide all planned funding anticipated/ committed for this activity for PY 2023- 2024. If the organization has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date Local General Fund TBD Pending FY24 Budget Adoption 7/1/2023 Local Measure P TBD Pending FY24 Budget Adoption 7/1/2023 Federal CDBG $315,000 Pending CDBG award process 7/1/2023 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 21 of 24 PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 22 of 24 c. Activity Budget Summary and Narrative Please complete Exhibit A – Operating Budget Summary. The above referenced Budget worksheet is available at www.fresno.gov/housing under the ‘Notices of Funding Available’ tab. An Exhibit B – Budget Narrative must also be completed to provide a brief explanation of the expenses included in the budget. Please note the following costs are not allowable for CDBG: bad debts; contingencies; contributions and donations; entertainment costs (including meals for social events and awards/graduation banquets); gifts or incentive awards to individuals; fines and penalties resulting from violations of or non -compliance with Federal, State, and Local laws; interest on borrowed capital; fundraising; investment management. d. Prior-Year Financial Statement Please attach a financial statement labeled as Exhibit B for the proposed program for the last full operating year. Failure to provide the financial statement will result in disqualification. Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY EXHIBIT B – BUDGET NARRATIVE EXHIBIT C – PRIOR-YEAR AUDITED FINANCIAL STATEMENT INCLUDING STATEMENT OF ACTIVITIES, STATEMENT OF FINANCIAL POSITION AND STATEMENT OF CASH FLOWS (REQUIRED WHEN TOTAL FEDERAL GRANT AWARDS EQUALED OR EXCEEDED $750,000 DURING THE ANNUAL AUDIT PERIOD); OR EXHIBIT D – PRIOR-YEAR UNAUDITED FINANCIAL STATEMENT WHEN TOTAL FEDERAL GRANT AWARDS FOR THE ANNUAL AUDIT PERIOD WAS LESS THAN $750,000 Optional Additional Exhibits: EXHIBIT – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT B – SERVICE AREA MAP (REQUIRED IF NOT DESCRIBED IN 3.d.) PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 23 of 24 Exhibit A: Operating Project Budget Summary (or submit via Excel) Budgeted Position (Personnel) or Category (Operations) City of Fresno HUD Funds Other Funds for Project Project Totals (All Funds) Salaries & Wages Fringe Benefits Totals (City of Fresno HUD Funds) Other Federal Funds State Funds Local Govm't Funds Private / Donor Funds Other Funds (specify) Salaries/Wages (Specify each position; add additional rows as needed) Direct Service Personnel (enter position titles): Youth Recreation Staff $290,000 $25,000 $315,000 $315,000 Administrative Personnel (enter position titles): Independent Contractors / Consultants (enter position titles): TOTAL PERSONNEL BUDGET $290,000 $25,000 $315,000 $ $ $ $ $ $315,000 Other Direct Costs (Include only costs that are direct; indirect costs are covered under the Indirect Cost Rate) TOTAL OTHER DIRECT COSTS $ $ $ $ $ $ $ INDIRECT COSTS (Select 1 indirect rate Only) Approved Indirect Cost Rate De minimus 10 % Rate TOTAL INDIRECT COST BUDGET $ $ $ $ $ $ $ TOTAL PROJECT BUDGET $290,000 $25,000 $315,000 $ $ $ $ $ $315,000 *An approved indirect cost rate must be applied to the base identified in the agreement with the federal cognizant agency. Per 2 CFR 200.414, any non-federal entity that does not have a current negotiated rate may elect to charge a de minimis rate of 10% of Modified Total Direct Costs (defined in 2 CFR 200.68). PY23-24 Consolidated NOFA Part B Application – Public and Community Services Page 24 of 24 Exhibit B: Budget Narrative Please provide a brief narrative describing the expenses included in each category of the budget summary. The costs included in the budget workbook are allocated to wages and benefits for personnel. Exact position titles are dependent upon City of Fresno budget adoption in FY24 and will be updated to include exact titles if funding is awarded. General Fund and Measure P funding will also be allocated to staff and supplies for Youth programming. Exact allocations are not available at the time of application but will be made available following the City of Fresno FY24 budget adoption. Romain Dickey Fink-White Frank H. Ball Maxie L. Parks Quigley Lafayette E i n s tein Ted C.W i l l s Forkner Figarden Starr Lawless Malloch Gibson Kratt Mccardle Eaton Wolters Holland Thomas Vinland Pyle Centennial Birney Wishon Mayfair Webster Hidalgo Leavenworth Ewing Turner Viking Fresno Air Terminal Ericson Norseman Wilson Powers Homan Fremont Muir Lowell Anthony Heaton Del MarRoeding Lincoln Kirk Rowell Jackson Calwa Ayer Easterby Lane Burroughs Csuf Slater Jefferson Robinson Greenberg Yokomi Bakman Olmos Williams King King Hamilton Addams Winchell Aynesworth Balderas Storey Columbia Vang Pao ´ K:\GIS 2022\Current Planning\CDBG Eligibility\CDBG_Elementary.mxd City of Fresno CDBG Eligibility Youth Recreation Program Service Area 0 2.5 51.25 Miles San Joaquin River Source: Fresno Unified School District and City of Fresno GIS Data Prepared by the Planning and Development Department Disclaimer:This map is believed to be an accurate representation of the City of Fresno GIS data, however we make no warranties either expressed or implied for correctness of this data. Legend Neighborhood park service area (0.5 mile) Community park service area (4 miles) CDBG Eligibility 2019 - 2024 FUSD elementary attendance boundary Boundaries Sphere of Influence |þ99 |þ41 |þ168 |þ180 |þ99|þ41 |þ180 Elementary Attendance Boundary Note: Service areas are derived from the City of Fresno's General Plan section 5.2 parks and recreation. Romain Dickey Fink-White Frank H. Ball Maxie L. Parks Quigley Lafayette E i n s tein Ted C.W i l l s Tenaya Ahwahnee Terronez Sequoia Scandinavian Kings Canyon Yosemite Tehipite Wawona Fort Miller Tioga Gaston CDBG Eligibility ´ K:\GIS 2022\Current Planning\CDBG Eligibility\CDBG_MiddleSchool.mxd City of Fresno 0 2.5 51.25 Miles San Joaquin River Source: Fresno Unified School District and City of Fresno GIS Data Prepared by the Planning and Development Department Disclaimer:This map is believed to be an accurate representation of the City of Fresno GIS data, however we make no warranties either expressed or implied for correctness of this data. Legend Neighborhood park service area (0.5 mile) Community park service area (4 miles) CDBG Eligibility 2019 - 2024 FUSD middle school attendance boundary Boundaries Sphere of Influence |þ99 |þ41 |þ168 |þ180 |þ99|þ41 |þ180 Middle School Attendance Boundary Note: Service areas are derived from the City of Fresno's General Plan section 5.2 parks and recreation. Romain Dickey Fink-White Frank H. Ball Maxie L. Parks Quigley Lafayette E i n s tein Ted C.W i l l s Roosevelt Sunnyside Bullard Hoover Fresno McLane Edison CDBG Eligibility ´ K:\GIS 2022\Current Planning\CDBG Eligibility\CDBG_HighSchool.mxd City of Fresno 0 2.5 51.25 Miles San Joaquin River Source: Fresno Unified School District and City of Fresno GIS Data Prepared by the Planning and Development Department Disclaimer:This map is believed to be an accurate representation of the City of Fresno GIS data, however we make no warranties either expressed or implied for correctness of this data. Legend Neighborhood park service area (0.5 mile) Community park service area (4 miles) CDBG Eligibility 2019 - 2024 FUSD high school attendance boundary Boundaries Sphere of Influence |þ99 |þ41 |þ168 |þ180 |þ99|þ41 |þ180 High School Attendance Boundary Note: Service areas are derived from the City of Fresno's General Plan section 5.2 parks and recreation. Public Infrastructure and Facilities City of Fresno Department of Public Works PY23-24 City of Fresno Consolidated NOFA Part A Unit of Government Page 2 of 4 Part A, Section 2: Organizational Capacity and Management Please provide key personnel information for HUD-funded projects: Staff Name Title Years of Experience 1) Bret Conner Public Works Manager 15+ 2) Scott Sehm Design Services Manager 15+ 3) Yvonne Diaz Administrative Manager 20+ 4) 5) Financial Management Were any management letters issued as a result of the last audit? If yes, explain. No Provide the name of staff responsible for your agency’s accounting system Name: Yvonne Diaz Title: Administrative Manager Phone/Email: Yvonne.Diaz@Fresno.gov (559) 621-8708 PY23-24 City of Fresno Consolidated NOFA Part A Unit of Government Page 3 of 4 Part A, Section 3: Summary of Attached Applications: Provide number and total dollar amount of applications by Application Type  Homeless and Homelessness Prevention Programs Number of Applications Total Dollar Amount Requested $  Public and Community Services Number of Applications Total Dollar Amount Requested $  Public Infrastructure and City-Owned Facilities Number of Applications Total Dollar Amount Requested 2 $ 2,116,101.00  Fair Housing Number of Applications Total Dollar Amount Requested $ = GRAND TOTAL Number of Applications Total Dollar Amount Requested 0 $ 0.00 2 applications $2,116,101.00 PY23-24 City of Fresno Consolidated NOFA Part A Unit of Government Page 4 of 4 Required Attachments to Part A Select all attachments included. Part A, Exhibit 1 – List of Directors and Officers by Corporate Title and Name (Required) Part A, Exhibit 2 – Most Recent Audited Financial Statement (Required) Part A, Exhibit 3 – Indirect Cost Rate Agreement with Federal Cognizant Agency (Required if applicant seeks to charge an indirect cost rate greater than 10 percent of modified total direct costs) Page 1 of 22 PY 2023-2024 CONSOLIDATED NOFA APPLICATION – PART B PUBLIC INFRASTRUCTURE AND CITY-OWNED FACILITY IMPROVEMENTS Application Summary The City of Fresno (City) invites Units of City Government (Units) to submit applications for Public Infrastructure and City-Owned Facilities Improvements through the Community Development Block Grant (CDBG) Program. The 2020-2024 Consolidated Plan prioritizes improvements to public infrastructure and city-owned facilities to close gaps in areas with aging, lower quality, or nonexistent public infrastructure and facilities to promote quality of life and neighborhood revitalization. As such, the City is interested in receiving applications for one or more of the following activities: Activity Potential Funding Improvements to streets, curbs, sidewalks, and street lighting in Low- and Moderate-Income (LMI) Neighborhoods CDBG • PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 2 of 22 Application Submission Application Deadline January 27, 2023, by 4:00 p.m. Application Delivery • Please submit an electronic version of your application by: Email HCDD@fresno.gov, or If your file is over 40 MB, email HCDD@fresno.gov to receive a link to upload large files Hard copies of applications and authorizing resolutions are not requested or accepted. If assistance is required for digital submission, please reach out to the contact listed below. We will email you within one business day of receipt to confirm application submission – if you do not receive a confirmation, please contact the relevant person. Contact Person • Kimberly Archie, Senior Management Analyst 559-621-8458 Kimberly.Archie@fresno.gov • General Inquiries Housing & Community Development Division | 559-621-8300 | HCDD@fresno.gov PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 3 of 22 Application Overview and Instructions The City of Fresno (City) Housing and Community Development division is accepting proposals from Units of City Government (Units) providing Public Infrastructure and City- Owned Facility Improvements to benefit low-income and special needs households to promote quality of life and neighborhood revitalization. Funds to be used for this NOFA are from the U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) Program. A guide to program requirements is attached to the Consolidated NOFA Handbook. Instructions Applications have been designed to support a standardized method of evaluation for eligibility and consideration. Applicants are encouraged to carefully review their applications prior to submission to ensure all questions are complete and narrative attachments are included. Once the application is submitted, additional information will not be accepted. In the event additional clarification is needed, City staff will contact the agency. In most instances, Applicants will have 24 hours to provide the additional clarifying information in order to be considered responsive. Prior to completing their applications, applicants should review the 2023-2024 Consolidated NOFA Handbook. The Handbook provides additional information regarding funding priorities, threshold eligibility requirements, applicant support options, and information on the timeline and process for application review and funding. An organization’s completed application includes one Part A (organizational information), and one or more Part B (application) including all relevant exhibits and attachments. • Applicants may provide as attachment a maximum of two, single-page letters of support. Additional pages beyond the maximum will not be reproduced. For this reason, applicants should select the two “best” support letters. Under this Consolidated NOFA, the following Public Infrastructure and Facilities objectives have been prioritized: • Improvements to streets, curbs, sidewalks, and street lighting • Building water stations in Low- and Moderate-Income Areas throughout the city to provide clean drinking water, showers, restrooms, and laundry facilities • Increase access to free public Wi-Fi in Low- and Moderate-Income Areas PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 4 of 22 Evaluation Process Applications will be scored and ranked according to the below criteria. Category Points Qualified / Disqualified: • Does the applicant demonstrate how the proposal aligns with one or more priorities outlined in the City of Fresno 2020- 2024 Consolidated Plan? (If no, the application is disqualified.) • Are the proposed activities eligible under the applicable funding source? (If no in part or full, the application is disqualified in part or full.) • Are the proposed costs eligible under the applicable funding source? (if no in part or full, the application is disqualified in part or full.) • Has the applicant failed to meet any other threshold eligibility requirements in the accompanying 2023-2024 Consolidated NOFA Handbook? (If yes, the application is disqualified.) • Does the application clearly define a service area that meets low- and-moderate income criteria, or demonstrate that the primary activities to be enabled by the improvement benefit at least 51% low- and moderate-income persons? Qualified or Disqualified Quality of the Proposal / Alignment to Community Needs • Does the application provide sufficient evidence that the improvement was identified as a community need by low- and moderate-income residents, and that an assessment demonstrates the need takes priority among competing needs? (20 points) • Are existing resources insufficient to meet the need? (10 points) • Is the program targeted to specific areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs)? (10 points) 40 Impact and Outcome: • Does the proposal clearly describe how the improvement will be completed in a timely manner? (Up to 15 points) • Does the proposal clearly articulate how the proposal was developed and how any final designs will be prepared in consultation with the target population? (Up to 15 points) 30 PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 5 of 22 Category Points Cost Effectiveness / Leveraging: • Is the proposed budget well-researched and consistent with the proposed benefits? (Up to 10 points) • Will the proposed activity leverage additional funds that would otherwise not be available? (Up to 10 points) 20 Coordination / Collaboration • Will the proposed improvement enable coordination between organizations and resources to serve the overall needs of beneficiaries? (10 points) 10 Total Possible Points 100 PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 6 of 22 PY 2023-2024 APPLICATION Public Infrastructure and City-Owned Facility Improvements 1. Project Summary Information – please complete the below summary information for the project/program. Project Name (10 words or less): Knight Avenue Street Improvements Amount Requested: $ $858,001.00 Provide a short description of the proposed project. (1 to 3 sentences and must fit in the provided space). The Knight Avenue Street Impovements project will construct new complete sidewalks where there are currently no existing sidewalks, and install a new wide street pavement section, along Knight Avenue between Grove and Jensen Avenues. The project also includes new street lighting per City standard and landscaped planter curb returns. The project will make this section of Knight Avenue and the surrounding residential neighborhood safer and more accessible. PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 7 of 22 2. Organizational Capacity a. Describe the unit’s experience with administering federally funded projects of this nature. The City of Fresno Department of Public Works has decades of experience administering federally funded projects, including CDBG. Public Works has successfully delivered on hundreds of millions of dollars in Federally funded grant projects. Staff in the division are experienced and equipped to deliver CDBG projects on time and on budget, and most recently completed several road reconstruction and sidewalk reconstruction projects funded by CDBG. b. For how many years has the unit administered activities of the type described in this application? The City of Fresno Department of Public Works has administered road and sidewalk reconstruction projects since its inception and has successfully delivered CDBG funded neighborhood reconstruction projects for decades. c. Does the unit have the following in place (check box if ‘yes’)? Written policies and procedures for the proposed project or program (i.e., intake, eligibility) Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 8 of 22 3. Proposed Scope of Work a. Briefly describe the needs this proposal addresses, and how existing resources are insufficient to meet this need: The project is located at Knight Avenue and runs from Grove Avenue to Jensen Avenue. The proposed improvements will include 18' wide new pavement section with a 2.5" asphalt concrete and a 7" aggregate base, new light-mitting diode (LED) street lighting per City standards, 12' sidewalk pattern, 4' concrete sidewalk, 7.5' landscaped planter, and curb returns for future developer for local streets. The proposed project has been reviewed for eligibility and was determined to serve predominately residential uses. As a disadvantaged community, existing funding for reconstruction projects is insufficient. The City of Fresno must apply for grant funding to obtain resources to construct neighborhood streets and sidewalks. b. The City’s Analysis of Impediments to Fair Housing Choice recommends that the City prioritize investments in areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs – see NOFA Handbook). Please select one of the following: The investment is not located within a RECAP The investment and its service area are located within RECAPs PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 9 of 22 c. Describe the service area: Note: Strong applications will include specifically defined services areas such as ‘residents within ½ mile radius of [facility address]’ or ‘residents within the boundaries defined on the attached map.’ The project is located along Knight Avenue between Grove and Jensen Avenues within the 93706 zip code.The project is located in census tract 6019000901 which has a CalEnviroScreen 4.0 score of 70.21 and is in the 99th percentile relative to other census tracts in the state. The impacted community is also an SB 535 Disadvantaged Community. An estimated 2,759 people will be served by the proposed street and sidewalk improvements, 66.83% of whom qualify as Low- and Moderate-Income. The capital improvements are expected to benefit the residents included within the boundaries identified on the attached map. Service area map attached as exhibit d. Estimate the annual number of unduplicated persons expected to receive a direct benefit from the project: 2795 unduplicated persons will receive a direct benefit from this project. e. Select the proposed beneficiaries of the proposed project (select all that apply): Children and Youth Abused Children Older Adults (62 and older) Severely Disabled Adults Public Housing Residents Victims of Domestic Violence Illiterate Adults Migrant Farm Workers Low-Income Persons in General Homeless Individuals Persons at Risk of Homelessness PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 10 of 22 Other (Specify: ) f. What are the expected outcomes of the project? The expected outcomes of the project are improved neighborhood infrastructure and improved accessibility for neighborhood residents and the student of Rutherford B. Gaston Sr Middle School. The project will achieve one of the goals of the annual action plan in that it will promote quality of life and neighborhood revitalization through improvements to current public infrastructure and facilities, and close gaps in a neighborhood with aging, lower quality, and nonexistent public infrastructure and facilities PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 11 of 22 g. Income Documentation CDBG-eligible projects must primarily benefit persons who earn less than 80% of the area median income. A chart containing the income limits effective as of July 1, 2022, is included as a reference below. Applicants must select one of the following three options for documenting how their project or program will satisfy the CDBG income eligibility requirement. View the most current CDBG income limits at https://www.hudexchange.info/resource/5334/cdbg-income-limits/ Household Size 30% AMI 50% AMI 80% AMI 1 16,350 27,300 43,650 2 18,700 31,200 49,850 3 21,050 35,100 56,100 4 23,350 38,950 62,300 5 25,250 42,100 67,300 SELECT ONE OF THE THREE OPTIONS ON THE FOLLOWING PAGE PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 12 of 22 OPTION 1: Low-Income Clientele – Presumed Benefit Select this option if the program will exclusively serve one of the following clienteles (select all that apply) Older Adults (62 and older) Severely Disabled Adults Abused Children Illiterate Adults Migrant Farm Workers OPTION 2: Low-Income Clientele – Other Select this option if the activity will benefit low- and moderate-income persons other than the specific clientele listed under the first option. The organization must be willing to document income eligibility for each beneficiary participating in programs at the facility (see continuation of use). Indicate below the types of documentation the organization will collect to verify income eligibility (select all that apply): Pay Stubs / Wage Statements W-2s Income Tax Returns Social Security Documentation Bank Statements Signed Certifications from Beneficiaries Other: Other: Other: OPTION 3: Low-Income Area Select this option if the improvement will benefit residents within the defined service area described in Error! Reference source not found.. NOTE: the service area must be primarily residential, and the participants receiving benefit from the improvement must primarily reside within the service area. If a portion of the participants receiving benefit from the improvement reside outside the service area, additional information about these participants may be required to qualify under Option 3: Low-Income Area. PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 13 of 22 h. Continuation of Use Pursuant to 24 CFR 570.505, recipients receiving CDBG funds may not change the use or planned use of any property for which CDBG-funded improvements were made unless the recipient provides affected citizens with reasonable notice of, and opportunity to comment on, any proposed change, and the new use of such property qualifies as meeting one of the national objectives in §570.208 (formerly §570.901) and is not a building for the general conduct of government. The applicant agrees to comply with 24 CFR 570.505 and to consult with the Housing & Community Development Division prior to implementing any change of use for facilities improved with CDBG funds. Please describe your unit’s capacity to maintain the facility or improvements into the future. The City of Fresno Department of Public Works will maintain these facilities following local operations and maintenance procedures PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 14 of 22 i. Detailed Narrative Description of Project Describe the project in detail in the space below. Include any information about how the project has or will incorporate input from its anticipated beneficiaries. Limit description to the space provided on this and the next page. This project is located in the Rutherford B. Gaston Sr. Middle School neighborhood within the limits of Church Avenue, Martin Luther King Jr. Boulevard, Grove Avenue, and Knight Avenue. It is recommended for funding at the request of neighborhood residents. Numerous complaints from the community have been received through FresGo and the Streets and Landscape Maintenance Division regarding the condition of the pavement within the area. This project is expected to benefit neighborhood residents, as well as Rutherford B. Gaston Sr. Middle School students and families. This project will include 18' wide new pavement section with 2.5' asphalt concrete and 7" aggregate base construction. Construction will include the addition of new light-emitting diode (LED) street lighting on metal poles per City standards. The project will also include the construction of a 12' sidewalk pattern, 4' concrete sidewalk to improve accessibility, and 7.5' landscaped planter curb returns for future developer on local streets. Neighborhood residents and school attendees would be the target population to be served by this project. It is estimated that approximately 2,759 residents would benefit from this project This project could be scaled, if needed, to break up the neighborhood into multiple phases. PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 15 of 22 Detailed Narrative Description of Project (Continued from previous page) PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 16 of 22 j. Please attach any drawing or visual plans that have been drafted as an exhibit to this application. Drawings or visual plans are attached as exhibit C k. Collaboration Briefly describe any collaboration efforts with other organizations for this project or activities enabled through this investment. Collaborating Organization Description of Collaboration PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 17 of 22 4. Project/Program Budget a. The City is interested in investments that provide benefit to residents in a timely manner (12 months) while balancing the need to maintain high standards of project delivery. Please propose how you will address this need. In the next 12 months, Public Works will have the project designed with local Measure C funds. We will be ready to advertise the CDBG project for construction once the CDBG funds are authorized in the 2022-23 program year. Actual construction will occur in Summer 2023. b. List of Funding Sources Provide all planned funding anticipated/ committed for this activity for PY 2023- 2024. If the unit has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 18 of 22 c. Activity Budget Summary Please complete Exhibit A – Capital Budget Summary. The above referenced Budget worksheet is available in Excel format by sending a request to Kimberly.archie@fresno.gov with a copy to HCDD@fresno.gov. An Exhibit B – Budget Narrative must also be completed to provide a brief explanation of the expenses included in the budget. Please note the following costs are not allowable for CDBG: bad debts; contingencies; contributions and donations; entertainment costs (including meals for social events and awards/graduation banquets); gifts or incentive awards to individuals; fines and penalties resulting from violations of or non-compliance with Federal, State, and Local laws; interest on borrowed capital; fundraising; investment management. Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY EXHIBIT B – BUDGET NARRATIVE Optional Additional Exhibits: EXHIBIT C – DRAWINGS OR PLANS (IF AVAILABLE) EXHIBIT – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT B – SERVICE AREA MAP (REQUIRED IF NOT DESCRIBED IN Error! R eference source not found.) PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 19 of 22 Exhibit A: Capital Project Budget Summary (or submit via Excel) Budgeted Category City of Fresno CDBG Other Federal Funds State Funds Local Funds Private Funds (List Source) Subrecipient Contribution Other (List Source) Total Cost Property Acquisition Land Acquisition Building and Improvements Related Acquisition Soft Costs Total Acquisition $ $ $ $ $ $ $ $ Construction Hard Costs Renovation Cost New Construction Cost $604,226.3 2 Construction $604,226.32 Off-site Improvements Renovation / Construction / Off Site Contingency $90,633.95 Contingency $90,633.95 Environmental Mitigation Permits Connection / Tap Fees Construction Period Utilities Other: (Specify) Total Construction Hard Cost $694,860.27 $ $ $ $ $ $ $694,860.27 Professional Fees Architect Engineer $72,507.16 Preliminary Engineering $72,507.16 A & E Reimburseables Survey Environmental Consultant Geotechnical Testing and Inspection Construction Estimator PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 20 of 22 Project Management $90,633.95 Construction Engineering $90,633.95 Total Professional Fees Budget $163,141.11 $ $ $ $ $ $ $163,141.11 Continued from previous page Budgeted Category City of Fresno CDBG Other Federal Funds State Funds Local Funds Private Funds (List Source) Subrecipient Contribution Other (List Source) Total Cost Project Financing Fees and Costs Appraisal Title and Recording Construction Escrow Application Fees Financing Fees Construction Interest Lender Inspections Lender Legal Total Project Financing $ $ $ $ $ $ $ $ Miscellaneous Real Estate taxes Builder's Risk Insurance Property Insurance Liability Insurance Pollution Insurance Other: (Specify) Other: (Specify) Total Miscellaneous $ $ $ $ $ $ $ $ Furnishings & Equipment Program Equipment Data & Communications Equipment Security Equipment Furnishings Other: (Specify) Other: (Specify) Total Furnishings & Equipment $ $ $ $ $ $ $ $ PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 21 of 22 GRAND TOTAL $858,001.38 $ $ $ $ $ $ $858,001.38 Exhibit B: Budget Narrative Please provide a brief narrative describing the expenses included in each category of the budget summary. PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 22 of 22 The project budget is attached BY: BC DATE: 02/01/23 FILE NO.:Sheet: 1 of 2 CHKD.:DATE: SUBJECT: ITEM UNIT PRICE PARTICIPATING COST NON-PART. COST 1 1 L.S.25,000.00$ 25,000.00$ -$ 2 1 L.S.10,000.00$ 10,000.00$ -$ 3 1 L.S.50,000.00$ 50,000.00$ -$ 4 1 L.S.50,000.00$ 50,000.00$ -$ 5 1 L.S.5,000.00$ 5,000.00$ -$ 6 1 L.S.5,000.00$ 5,000.00$ -$ 7 1 L.S.5,000.00$ 5,000.00$ -$ 8 900 S.F.30.00$ 27,000.00$ -$ 9 72 S.F.25.00$ 1,800.00$ -$ 10 4,840 S.F.12.00$ 58,080.00$ -$ 11 1,300 L.F.28.00$ 36,400.00$ -$ 12 720 S.F.25.00$ 18,000.00$ -$ 13 1 L.S.5,000.00$ 5,000.00$ -$ 14 1 L.S.50,000.00$ 50,000.00$ -$ 15 505 C.Y.25.00$ 12,625.00$ -$ 16 375.0 Tons 120.00$ 45,000.00$ -$ 17 675.0 Tons 70.00$ 47,250.00$ -$ 18 8 EA 9,500.00$ 76,000.00$ -$ 19 1 EA 10,000.00$ 10,000.00$ -$ 537,155.00$ -$ TOTAL STREET IMPROVEMENTS (PARTICIPATING + NON-PARTICIPATING) 67,071.32$ -$ Rate:4%604,226.32$ -$ Years:3 15%90,633.95$ -$ 12%72,507.16$ -$ 15%90,633.95$ -$ -$ -$ 858,001.38$ -$ PARTICIPATING COST NON-PART. COST 72,507.16$ -$ PE -$ -$ ROW 90,633.95$ -$ CE Street Light, type E-1/E-1A, incl. pull-box, conduits, conductors The ROW phase should include "cost to cure" to the property as a result of the project, Escrow admin. costs, ROW cost (per SF.), contigency, and escalation. Phase Descripton/Cost Breakdown by Phase PROJECT SUBTOTAL (CON + PE + CE + ROW) PROJECT TOTAL (CON + PE + CE + ROW) CONSTRUCTION (CON) SUBTOTAL w/ESCALATION & CONTINGENCY CONTINGENCY Cost Escalation CONSTRUCTION ENGINEERING (CE) TOTAL CONSTRUCTION SUBTOTAL w/ESCALATION APPLIED CONSTRUCTION SUBTOTAL w/ESCALATION APPLIED CONSTRUCTION COST ESCALATION ENGINEERING (PE) TOTAL ENGINEERING (PE) CONSTRUCTION ENGINEERING (CE) ROW ACQUISITION w/ROW Contingency & Escalation Factor ROW ACQUISITION (ROW) TOTAL w/ROW Contingency & Escalation Factor $ - $ 858,001.38 Template Revision: Landscape/Irrigation ( to ) ±lf ('-' ROW w/'sw & 'LS) 10/5/2022 Knight Avenue Improvements between Jensen Avenue and Grove Avenue CE "PRELIMINARY" Concrete Curb & Gutter (6" CF) QUANTITY DESCRIPTION OF WORK Mobilization Mediator Curb Ramps Concrete Sidewalk/Flatwork DWG. REF.: PW ID: DEPARTMENT OF PUBLIC WORKS ENTER REFERENCT/EXHIBIT DRAWING NAME Prepare SWPPP and Fugitive Dust Control Plans Dust Control Plan Implementation Valley Gutter (with reinforcement) ENGINEER'S ESTIMATE Traffic Control Clearing and Grubbing SWPPP Implementation CONSTRUCTION BID ITEMS (CON) ADA Detectable Warning Signing and Striping (Thermoplastic) Aggregate Base, Class II or III Roadway Excavation HMA, Type A or B PROJECT TOTALS BY PHASE PG&E Rule 16 (new service) STREET IMPROVEMENTS SUBTOTAL PROJECT TOTAL (CONSTRUCTION COST + ROW, INCLUDES PARTICIPATING & NON-PARTICIPATING) $ 537,155.00 $ 604,226.32 $ 694,860.27 $ 72,507.16 $ 90,633.95 $ 72,507.16 $ - $ 90,633.95 The CE phase is calculated as a percentage of the construction costs after contingency and escalation. The PE phase is calculated as a percentage of the construction costs after contingency and escalation factor.PE ROW 1 of X 604,226.32$ -$ CON CON + CE Paved Area (S.F.)DESIGN NOTES AC AB AC AB AC AB AC AB AC 23400 0.2083 0.58333 180.56 505.6 361.1 657.2 2.0 1.3 AC AB AC AB AC AB AC AB AC 0 0.25 0 0 0.0 0.0 0.0 2.0 1.3 AC AB AC AB AC AB AC AB AC 0 0.4 0 0 0.0 0.0 0.0 2.0 1.3 SLURRY ELT: SF/ELT:1250 1,250 is typical NOTES: CON Quantity (TONS) $ 694,860.27 Unit Weight (TONS/C.Y.) Pavement & Base Calculator (edit colored cells as necessary) Assumptions: Provide adequate descripions of methodologies, scope or other pertenant project information here. $ 604,226.32 NEW: 0.208333' HMA & 0.583333333' AB 0.25' HMA overlay at (0.00 sy/0 sf) 0.4' HMA overlay at (0.00 sy/0 sf) Section (ft.) Quantity (C.Y.) This Engineer's Estimate is Preliminary in nature and the above quantities and items of work have been approximated or assumed without the benefit of a survey or engineered design for the purpose of establishing the project's funding amount. As such, this estimate shall only be use and relied upon for the purpose stated herein. Subsequent design work and analysis will allow the preparation of a more precise "Progress" or "Final" estimate with costing more representative of the actual dollars needed. The Construction Phase includes the project construction costs, and also includes a contingency and escalation factor applied to the aforementioned items. (to be edited as needed by the engineer) 0.00 Total ROW Take = 0 SF from 0 parcels. ROW take is necessary to allow installation of roadway, standard ' sidewalk and ' landscaping and/or to correct nonconforming ROW. 2 of X Copyright nearmap 2015 LOCATION MAPN 0 0.02 0.040.01 Miles DEPARTMENT OF PUBLIC WORKS Knight Avenue Widening between Jensen Ave and Grove Ave Council District: 3 18' Wide New Pavement Section 2.5" AC 7" AB 12' Sidewalk Pattern 4' Concrete Sidewalk 7.5' Landscaped Planter Curb Returns for future developer local streets. NN Jensen AvenueWalnut AvenueGrove Avenue Knight AvenueNew Street Lighting Per City Standard E-1 4' 36' 7.5' 12' 2.5" AC 7" AB Knight Ave 7.5' Page 1 of 22 PY 2023-2024 CONSOLIDATED NOFA APPLICATION – PART B PUBLIC INFRASTRUCTURE AND CITY-OWNED FACILITY IMPROVEMENTS Application Summary The City of Fresno (City) invites Units of City Government (Units) to submit applications for Public Infrastructure and City-Owned Facilities Improvements through the Community Development Block Grant (CDBG) Program. The 2020-2024 Consolidated Plan prioritizes improvements to public infrastructure and city-owned facilities to close gaps in areas with aging, lower quality, or nonexistent public infrastructure and facilities to promote quality of life and neighborhood revitalization. As such, the City is interested in receiving applications for one or more of the following activities: Activity Potential Funding Improvements to streets, curbs, sidewalks, and street lighting in Low- and Moderate-Income (LMI) Neighborhoods CDBG • PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 2 of 22 Application Submission Application Deadline January 27, 2023, by 4:00 p.m. Application Delivery • Please submit an electronic version of your application by: Email HCDD@fresno.gov, or If your file is over 40 MB, email HCDD@fresno.gov to receive a link to upload large files Hard copies of applications and authorizing resolutions are not requested or accepted. If assistance is required for digital submission, please reach out to the contact listed below. We will email you within one business day of receipt to confirm application submission – if you do not receive a confirmation, please contact the relevant person. Contact Person • Kimberly Archie, Senior Management Analyst 559-621-8458 Kimberly.Archie@fresno.gov • General Inquiries Housing & Community Development Division | 559-621-8300 | HCDD@fresno.gov PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 3 of 22 Application Overview and Instructions The City of Fresno (City) Housing and Community Development division is accepting proposals from Units of City Government (Units) providing Public Infrastructure and City- Owned Facility Improvements to benefit low-income and special needs households to promote quality of life and neighborhood revitalization. Funds to be used for this NOFA are from the U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) Program. A guide to program requirements is attached to the Consolidated NOFA Handbook. Instructions Applications have been designed to support a standardized method of evaluation for eligibility and consideration. Applicants are encouraged to carefully review their applications prior to submission to ensure all questions are complete and narrative attachments are included. Once the application is submitted, additional information will not be accepted. In the event additional clarification is needed, City staff will contact the agency. In most instances, Applicants will have 24 hours to provide the additional clarifying information in order to be considered responsive. Prior to completing their applications, applicants should review the 2023-2024 Consolidated NOFA Handbook. The Handbook provides additional information regarding funding priorities, threshold eligibility requirements, applicant support options, and information on the timeline and process for application review and funding. An organization’s completed application includes one Part A (organizational information), and one or more Part B (application) including all relevant exhibits and attachments. • Applicants may provide as attachment a maximum of two, single-page letters of support. Additional pages beyond the maximum will not be reproduced. For this reason, applicants should select the two “best” support letters. Under this Consolidated NOFA, the following Public Infrastructure and Facilities objectives have been prioritized: • Improvements to streets, curbs, sidewalks, and street lighting • Building water stations in Low- and Moderate-Income Areas throughout the city to provide clean drinking water, showers, restrooms, and laundry facilities • Increase access to free public Wi-Fi in Low- and Moderate-Income Areas PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 4 of 22 Evaluation Process Applications will be scored and ranked according to the below criteria. Category Points Qualified / Disqualified: • Does the applicant demonstrate how the proposal aligns with one or more priorities outlined in the City of Fresno 2020- 2024 Consolidated Plan? (If no, the application is disqualified.) • Are the proposed activities eligible under the applicable funding source? (If no in part or full, the application is disqualified in part or full.) • Are the proposed costs eligible under the applicable funding source? (if no in part or full, the application is disqualified in part or full.) • Has the applicant failed to meet any other threshold eligibility requirements in the accompanying 2023-2024 Consolidated NOFA Handbook? (If yes, the application is disqualified.) • Does the application clearly define a service area that meets low- and-moderate income criteria, or demonstrate that the primary activities to be enabled by the improvement benefit at least 51% low- and moderate-income persons? Qualified or Disqualified Quality of the Proposal / Alignment to Community Needs • Does the application provide sufficient evidence that the improvement was identified as a community need by low- and moderate-income residents, and that an assessment demonstrates the need takes priority among competing needs? (20 points) • Are existing resources insufficient to meet the need? (10 points) • Is the program targeted to specific areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs)? (10 points) 40 Impact and Outcome: • Does the proposal clearly describe how the improvement will be completed in a timely manner? (Up to 15 points) • Does the proposal clearly articulate how the proposal was developed and how any final designs will be prepared in consultation with the target population? (Up to 15 points) 30 PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 5 of 22 Category Points Cost Effectiveness / Leveraging: • Is the proposed budget well-researched and consistent with the proposed benefits? (Up to 10 points) • Will the proposed activity leverage additional funds that would otherwise not be available? (Up to 10 points) 20 Coordination / Collaboration • Will the proposed improvement enable coordination between organizations and resources to serve the overall needs of beneficiaries? (10 points) 10 Total Possible Points 100 PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 6 of 22 PY 2023-2024 APPLICATION Public Infrastructure and City-Owned Facility Improvements 1. Project Summary Information – please complete the below summary information for the project/program. Project Name (10 words or less): Rialto-Marks-Holland-Valentine Neighborhood Street Improvements Amount Requested: $ $1,258,100.00 Provide a short description of the proposed project. (1 to 3 sentences and must fit in the provided space). The Rialto-Marks-Holland-Valentine Neighborhood Street Impovements project will accomplish complete street surface reconstruction including sidewalks, curb and gutter, and remove ADA barriers to access in a residential neighborhood. The project will reconstruct streets along West Holland Avenue between Valentine and Marks Avenues, up to Norwich and Indianapolis Avenues within CDBG limits. These street improvements are expected to improve the safety, accessibility, and quality of life for residents of this neighborhood. PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 7 of 22 2. Organizational Capacity a. Describe the unit’s experience with administering federally funded projects of this nature. The City of Fresno Department of Public Works has decades of experience administering federally funded projects, including CDBG. Public Works has successfully delivered on hundreds of millions of dollars in Federally funded grant projects. Staff in the division are experienced and equipped to deliver CDBG projects on time and on budget, and most recently completed several road reconstruction and sidewalk reconstruction projects funded by CDBG. b. For how many years has the unit administered activities of the type described in this application? The City of Fresno Department of Public Works has administered road and sidewalk reconstruction projects since its inception and has successfully delivered CDBG funded neighborhood reconstruction projects for decades. c. Does the unit have the following in place (check box if ‘yes’)? Written policies and procedures for the proposed project or program (i.e., intake, eligibility) Written Financial Management Policies and Procedures Non-Discrimination / Equal Opportunity Policy Conflict of Interest Policies and Procedures Procurement Policies and Procedures PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 8 of 22 3. Proposed Scope of Work a. Briefly describe the needs this proposal addresses, and how existing resources are insufficient to meet this need: This project is located on Valentine Avenue from south of the Herndon Canal to Holland Avenue and from Valentine Avenue to Marks Avenue. The project will continue from Marks Avenue to north of Rialto Avenue. The proposed improvements will include complete street surface reconstruction including sidewalks, curb and gutter, and remove ADA barriers to access in a residential neighborhood. The proposed project has been reviewed for eligibility and was determined to serve predominately residential and school uses. As a disadvantaged community, existing funding for reconstruction projects is insufficient. The City of Fresno must apply for grant funding to obtain resources to reconstruct neighborhood streets and sidewalk. b. The City’s Analysis of Impediments to Fair Housing Choice recommends that the City prioritize investments in areas identified as Racially/Ethnically Concentrated Areas of Poverty (RECAPs – see NOFA Handbook). Please select one of the following: The investment is not located within a RECAP The investment and its service area are located within RECAPs PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 9 of 22 c. Describe the service area: Note: Strong applications will include specifically defined services areas such as ‘residents within ½ mile radius of [facility address]’ or ‘residents within the boundaries defined on the attached map.’ The capital improvements are expected to benefit the residents included within the boundaries identified on the attached map. An estimated 6,153 people will be served by the improvements. The project area is located in census tract 6019004205 which has a CalEnviroScreen 4.0 score of 48.5 and is in the 86th percentile relative to other census tracts in the the state. This census tract is also a SB 535 Disadvantaged Community, and 71.92% of residents qualify as Low- and Moderate-Income. Service area map attached as exhibit d. Estimate the annual number of unduplicated persons expected to receive a direct benefit from the project: 6153 unduplicated persons will receive a direct benefit from this project. e. Select the proposed beneficiaries of the proposed project (select all that apply): Children and Youth Abused Children Older Adults (62 and older) Severely Disabled Adults Public Housing Residents Victims of Domestic Violence Illiterate Adults Migrant Farm Workers Low-Income Persons in General Homeless Individuals Persons at Risk of Homelessness Other (Specify: ) PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 10 of 22 f. What are the expected outcomes of the project? The expected outcomes of the project are improved neighborhood infrastructure and improved accessibility for neighborhood residents. The project will achieve one of the goals of the annual action plan in that it will promote quality of life and neighborhood revitalization through improvements to current public infrastructure and facilities, and close gaps in a neighborhood with aging, lower quality, and nonexistent public infrastructure and facilities PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 11 of 22 g. Income Documentation CDBG-eligible projects must primarily benefit persons who earn less than 80% of the area median income. A chart containing the income limits effective as of July 1, 2022, is included as a reference below. Applicants must select one of the following three options for documenting how their project or program will satisfy the CDBG income eligibility requirement. View the most current CDBG income limits at https://www.hudexchange.info/resource/5334/cdbg-income-limits/ Household Size 30% AMI 50% AMI 80% AMI 1 16,350 27,300 43,650 2 18,700 31,200 49,850 3 21,050 35,100 56,100 4 23,350 38,950 62,300 5 25,250 42,100 67,300 SELECT ONE OF THE THREE OPTIONS ON THE FOLLOWING PAGE PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 12 of 22 OPTION 1: Low-Income Clientele – Presumed Benefit Select this option if the program will exclusively serve one of the following clienteles (select all that apply) Older Adults (62 and older) Severely Disabled Adults Abused Children Illiterate Adults Migrant Farm Workers OPTION 2: Low-Income Clientele – Other Select this option if the activity will benefit low- and moderate-income persons other than the specific clientele listed under the first option. The organization must be willing to document income eligibility for each beneficiary participating in programs at the facility (see continuation of use). Indicate below the types of documentation the organization will collect to verify income eligibility (select all that apply): Pay Stubs / Wage Statements W-2s Income Tax Returns Social Security Documentation Bank Statements Signed Certifications from Beneficiaries Other: Other: Other: OPTION 3: Low-Income Area Select this option if the improvement will benefit residents within the defined service area described in Error! Reference source not found.. NOTE: the service area must be primarily residential, and the participants receiving benefit from the improvement must primarily reside within the service area. If a portion of the participants receiving benefit from the improvement reside outside the service area, additional information about these participants may be required to qualify under Option 3: Low-Income Area. PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 13 of 22 h. Continuation of Use Pursuant to 24 CFR 570.505, recipients receiving CDBG funds may not change the use or planned use of any property for which CDBG-funded improvements were made unless the recipient provides affected citizens with reasonable notice of, and opportunity to comment on, any proposed change, and the new use of such property qualifies as meeting one of the national objectives in §570.208 (formerly §570.901) and is not a building for the general conduct of government. The applicant agrees to comply with 24 CFR 570.505 and to consult with the Housing & Community Development Division prior to implementing any change of use for facilities improved with CDBG funds. Please describe your unit’s capacity to maintain the facility or improvements into the future. The City of Fresno Department of Public Works will maintain these facilities following local operations and maintenance procedures PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 14 of 22 i. Detailed Narrative Description of Project Describe the project in detail in the space below. Include any information about how the project has or will incorporate input from its anticipated beneficiaries. Limit description to the space provided on this and the next page. This project is located in the Slater Elementary neighborhood within the limits of Valentine Avenue, Holland Avenue, Marks Avenue, and south of the Herndon Canal. It is recommended for funding at the request of neighborhood residents. Numerous complaints from the community have been received through FresGo and the Streets and Landscape Maintenance Division regarding the condition of the pavement within the area. This project is expected to benefit neighborhood residents, as well as Slater Elementary students and families. The Rialto-Marks-Holland-Valentine Neighborhood Street Improvement project will accomplish complete street surface reconstruction including sidewalks, curb and gutter, and remove ADA barriers to access in a residential neighborhood. The project will reconstruct streets along west Holland Avenue between Valentine Avenue and Marks Avenue, up to Norwich Avenue, and up to Norchich Avenue within the CDBG limits. These street improvements are expected to improve the safety, accessibility, and quality of life for residents of this neighborhood. Neighborhood residents and school attendees would be the target population to be served by this project. It is estimated that approximately 6,153 residents would benefit from this project This project could be scaled, if needed, to break up the neighborhood into multiple phases. PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 15 of 22 Detailed Narrative Description of Project (Continued from previous page) PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 16 of 22 j. Please attach any drawing or visual plans that have been drafted as an exhibit to this application. Drawings or visual plans are attached as exhibit C k. Collaboration Briefly describe any collaboration efforts with other organizations for this project or activities enabled through this investment. Collaborating Organization Description of Collaboration PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 17 of 22 4. Project/Program Budget a. The City is interested in investments that provide benefit to residents in a timely manner (12 months) while balancing the need to maintain high standards of project delivery. Please propose how you will address this need. In the next 12 months, Public Works will have the project designed with local Measure C funds. We will be ready to advertise the CDBG project for construction once the CDBG funds are authorized in the 2022-23 program year. Actual construction will occur in Summer 2023. b. List of Funding Sources Provide all planned funding anticipated/ committed for this activity for PY 2023- 2024. If the unit has received funding commitment letters, please attach as an exhibit to this application. Funding Source (Name of Funder) Name of Funding Program (if applicable) Dollar Amount Commitment Status (Committed or Pending) If Pending, Expected Commitment Date PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 18 of 22 c. Activity Budget Summary Please complete Exhibit A – Capital Budget Summary. The above referenced Budget worksheet is available in Excel format by sending a request to Kimberly.archie@fresno.gov with a copy to HCDD@fresno.gov. An Exhibit B – Budget Narrative must also be completed to provide a brief explanation of the expenses included in the budget. Please note the following costs are not allowable for CDBG: bad debts; contingencies; contributions and donations; entertainment costs (including meals for social events and awards/graduation banquets); gifts or incentive awards to individuals; fines and penalties resulting from violations of or non-compliance with Federal, State, and Local laws; interest on borrowed capital; fundraising; investment management. Attachments to Part B Application: EXHIBIT A – OPERATING BUDGET SUMMARY EXHIBIT B – BUDGET NARRATIVE Optional Additional Exhibits: EXHIBIT C – DRAWINGS OR PLANS (IF AVAILABLE) EXHIBIT – FUNDING COMMITMENT LETTERS (IF AVAILABLE) EXHIBIT – LETTERS OF SUPPORT (OPTIONAL-MAXIMUM 2) EXHIBIT B – SERVICE AREA MAP (REQUIRED IF NOT DESCRIBED IN Error! R eference source not found.) PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 19 of 22 Exhibit A: Capital Project Budget Summary (or submit via Excel) Budgeted Category City of Fresno CDBG Other Federal Funds State Funds Local Funds Private Funds (List Source) Subrecipient Contribution Other (List Source) Total Cost Property Acquisition Land Acquisition Building and Improvements Related Acquisition Soft Costs Total Acquisition $ $ $ $ $ $ $ $ Construction Hard Costs Renovation Cost New Construction Cost $1,094,000 Construction $1,094,000 Off-site Improvements Renovation / Construction / Off Site Contingency $164,100 Contingency $164,100 Environmental Mitigation Permits Connection / Tap Fees Construction Period Utilities Other: (Specify) Total Construction Hard Cost $1,258,100 $ $ $ $ $ $ $1,258,100 Professional Fees Architect Engineer A & E Reimburseables Survey Environmental Consultant Geotechnical Testing and Inspection Construction Estimator Project Management Total Professional Fees Budget $ $ $ $ $ $ $ $ PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 20 of 22 Continued from previous page Budgeted Category City of Fresno CDBG Other Federal Funds State Funds Local Funds Private Funds (List Source) Subrecipient Contribution Other (List Source) Total Cost Project Financing Fees and Costs Appraisal Title and Recording Construction Escrow Application Fees Financing Fees Construction Interest Lender Inspections Lender Legal Total Project Financing $ $ $ $ $ $ $ $ Miscellaneous Real Estate taxes Builder's Risk Insurance Property Insurance Liability Insurance Pollution Insurance Other: (Specify) Other: (Specify) Total Miscellaneous $ $ $ $ $ $ $ $ Furnishings & Equipment Program Equipment Data & Communications Equipment Security Equipment Furnishings Other: (Specify) Other: (Specify) Total Furnishings & Equipment $ $ $ $ $ $ $ $ GRAND TOTAL $1,258,100 $ $ $ $ $ $ $1,258,100 PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 21 of 22 Exhibit B: Budget Narrative Please provide a brief narrative describing the expenses included in each category of the budget summary. PY23-24 Consolidated NOFA Part B Application – Public Infrastructure and City-Owned Facility Improvements Page 22 of 22 Project budget attached. H e r n d o n N o . 39 N Charles AveNValentine Ave W A lamos A v e W G e t t y s b u rg A v e W Rialto Ave N E m e rson A v e W Ashcroft Ave W Holland Av e W H o l land A v e W Indianapolis Ave W Norwich Ave NValentineAveN Valentine Ave W A s hla n A v e N Valentine Ave He rn d o n N o.3 9 N Hazel AveN Hazel AveN ProspectAveW A l a mos A v e W F a i r m o n t A v e W Fairmont Ave W Gettysburg Ave W Pico Ave W R i a l t o A v e W San G abriel Ave W S a n G a b r i e l A v e W S a n t a A n a A v e NEmerson Ave N E merson AveN Marks Ave Victor i a N o . 4 2HerndonNo. 39 N Atlas WayN Feland AveNFeland AveN Hazel AveN Ricewood Ave W Ashcroft Ave W H a m p t o n W ay W Holland Ave W Indianapolis Ave W Norwich Ave W Richert Ave W S wift AveN Emer son A v e N Marks Ave W A s h l a n A v e N Atlas Way W B e l l a i r e W a y Paving Rialto-Marks-Holland-Valentine District: 1 CDBG Area Phase 1 $425,000 Phase 2 $562,000 Phase 3 $465,000 Phase 4 $629,000 2023-2024 STANDARD AGREEMENTS CDBG Standard Agreement CDBG Subrecipient Agreement 2023 - 4/27/2023 1 CITY OF FRESNO COMMUNITY DEVELOPMENT BLOCK SUBRECIPIENT AGREEMENT THIS AGREEMENT, entered this [day] day of [Month], 20[year], by and between the City of Fresno, California, a municipal corporation, acting by and through its Planning and Development Department – Housing and Community Development Division, (GRANTEE) and [Subrecipient name] (SUBRECIPIENT). 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 Community Development Act of 1974, as amended, and implemented under Title 24 of the Code of Federal Regulations, hereinafter collectively referred to as the “Act”, incorporated herein by its reference; and WHEREAS, GRANTEE is a recipient of CDBG funding for fiscal year 2024 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, GRANTEE in accordance with its 2020-2024 Consolidated Plan and FY 2023-2024 Annual Action Plan, as amended, desires to provide CDBG funds to SUBRECIPIENT, for activities and services, as more fully described in Exhibit A, Scope of Services, upon the terms and conditions in this Agreement; and WHEREAS, pursuant to City Resolution No. [RESOLUTION NUMBER], the City Manager is authorized to execute CDBG Agreements, on behalf of GRANTEE, that are within available allocated CDBG funding and in a standard form approved by the City Attorney. NOW, THEREFORE, it is agreed between the parties hereto that: 1. TERM The term of this Agreement shall commence on [Date], and unless terminated earlier pursuant to the terms of this Agreement, shall continue until [Date]. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which SUBRECIPIENT remains in control of CDBG funds or other CDBG assets, including Program Income. 2. SCOPE OF WORK SUBRECIPIENT will be responsible for administering services in a manner satisfactory to GRANTEE and consistent with any standards required as a condition of providing these funds. GRANTEE will also perform the services set forth in Exhibit A entitled “Scope of Work” attached hereto and incorporated by reference herein and made a part hereof. SUBRECIPIENT shall administer the Program for the whole of the term of the Agreement. SUBRECIPIENT shall administer the Program in compliance with the CDBG requirements and in a manner that meets the CDBG national objective(s) CDBG Subrecipient Agreement 2023 - 4/27/2023 2 of 24 CFR 570.208. GRANTEE will monitor the performance of SUBRECIPIENT against goals and performance standards as stated above. Substandard performance as determined by GRANTEE will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by SUBRECIPIENT within a reasonable amount of time after being notified by GRANTEE, contract suspension or termination procedures will be initiated. 3. RECORDS AND REPORTS On a quarterly basis, SUBRECIPIENT shall submit to GRANTEE, on the form provided by the GRANTEE as EXHIBIT F, a completed performance report providing the requested information and data. The performance report shall be submitted within thirty days of the close of each quarter. SUBRECIPIENT shall ensure the CDBG grant funds provided by GRANTEE are clearly identified as a subaward and include the following information: • SUBRECIPIENT NAME: • Subrecipient ID (UEI#): • Federal Award Identification Number: (CDBG Grant#) • Federal Award Date: • Period of Performance: • Federal Funds Obligated by this Agreement: • Total Federal Funds Obligated to SUBRECIPIENT: • Total Amount of the Federal Award: • Federal Award project description: • Name of Federal awarding agency: Dept. of Housing Urban Development • Name of pass-through entity: City of Fresno, California • Award Official Contact Information: Name and Address • CFDA Number: 14.218 • CFDA Name: Community Development Block Grant • Identification of R&D: No • Indirect cost rate for the Federal award: 10% SUBRECIPIENT shall maintain all records required by the Federal regulations specified in 24 CFR 570.506 that are pertinent to the activities funded under this Agreement. Such records shall include but not be limited to: a) A full description of each activity undertaken; b) Records demonstrating each activity undertaken meets one of the National Objectives of the CDBG program; c) Records required to determine the eligibility of activities; d) Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e) Records documenting compliance with the fair housing and equal CDBG Subrecipient Agreement 2023 - 4/27/2023 3 opportunity components of the CDBG program; f) Financial records as required by 2 CFR Part 200 as amended by 24 CFR 570.502, and g) Other records necessary to document compliance with Subpart K of 24 CFR Part 570. SUBRECIPIENT shall retain all project files, financial records, and any other documents related to the Program for a period of three years from the date of the close out of this Agreement, except in the following cases: • If any litigation, claim, or audit is started before the expiration of the three-year period, the records must be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken. • When the SUBRECIPIENT is notified in writing by the GRANTEE to extend the retention period. • Records for real property and equipment acquired with Federal funds must be retained for three years after final disposition. GRANTEE shall monitor and evaluate SUBRECIPIENT's performance under this Agreement to determine compliance with this Agreement and CDBG requirements. SUBRECIPIENT shall cooperate with GRANTEE and any federal auditors authorized by GRANTEE and shall make available all information, documents, and records reasonably requested and shall provide GRANTEE the reasonable right of access to both records and personnel during normal business hours for the purpose of assuring compliance with this Agreement and evaluating performance hereunder. The rights of access in this section are not limited to the required retention period but last as long as the records are retained. 4. METHOD OF PAYMENT Grant funds shall be disbursed to reimburse SUBRECIPIENT in accordance with the Proposed Budget attached hereto as Exhibit B and incorporated herein. SUBRECIPIENT’s sole source of compensation hereunder will be in the form of a grant of CDBG funds as described herein. It is expressly agreed and understood that the total amount to be paid by GRANTEE under this Agreement shall not exceed [MONETARY AMOUNT]. SUBRECIPIENT shall submit to GRANTEE a request for payment, in a form acceptable to GRANTEE, on a monthly basis for the term of the Agreement. Said request shall be accompanied with supporting documentation, including but not limited to paid receipts, invoices and timesheets, to allow GRANTEE to determine compliance with applicable federal regulations, including cost allowability. GRANTEE shall pay all approved requests for payment pursuant to this Agreement within the normal course of business, typically within 30 days of receipt. If GRANTEE disallows any cost submitted by SUBRECIPIENT, within ten business days GRANTEE will provide written notification to SUBRECIPIENT of the disallowance, including any corrective action necessary to process payment. CDBG Subrecipient Agreement 2023 - 4/27/2023 4 All funds are paid contingent upon SUBRECIPIENT’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 GRANTEE within thirty days of the earlier of termination of this Agreement or notice by GRANTEE. Any interest earned or received by SUBRECIPIENT thereon shall be remitted to the GRANTEE. An authorized official for SUBRECIPIENT must provide a signed certification with each request that states the following: “By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812).” SUBRECIPIENT understands and agrees the availability of CDBG funds is subject to the control of HUD, or other federal agencies, and should the CDBG funds be encumbered, withdrawn or otherwise made unavailable to GRANTEE, whether earned by or promised to SUBRECIPIENT, and/or should GRANTEE in any fiscal year hereunder fail to allocate CDBG funds, GRANTEE shall not provide said funds unless and until they are made available for payment to GRANTEE by HUD and GRANTEE receives and allocates said funds. No other funds owned or controlled by GRANTEE shall be obligated under this Agreement to the Project(s). 5. PROGRESSIVE EXPENDITURE DEADLINE AND REQUEST FOR PAYMENT DEADLINES In order to expend the HUD CDBG funding in a timely manner, the SUBRECIPIENT shall expend 25% of the Grant Award by [DATE]; 50% of the Grant Award by [DATE]; 75% of the Grant Award by [DATE]; and 100% of the Grant Award by [DATE]. SUBRECIPIENT shall make Progressive Reimbursement Request Deadlines of eligible CDBG expenditures within 30 days of the respective Progressive Expenditure Deadlines. SUBRECIPIENT shall make reimbursement requests no later than 30 days after Progressive Expenditure Deadlines as follows: a request for reimbursement of an amount not less than 25% of the Grant Award’s allowed cost must be made by [DATE]; a request for reimbursement of an amount not less than 50% of the Grant Award’s allowed cost must be made by [DATE]; a request for reimbursement of an amount not less than 75% of the Grant Award’s allowed cost must be made by [DATE]; and a request for reimbursement of an amount not less than 100% of the Grant Award’s allowed cost must be made by [DATE]. Failure to meet the expenditure deadlines outlined in Exhibit G will result in the recapture of an amount equal to the difference between the required expenditure by the applicable deadline and the actual expenditure by the deadline. 6. PROGRAM INCOME CDBG Subrecipient Agreement 2023 - 4/27/2023 5 Any income generated by SUBRECIPIENT from the use of CDBG funds governed by this Agreement shall be considered CDBG program income. All CDBG program income (as defined at 24 CFR 570.500(a)) shall be retained by SUBRECIPIENT for the term of this Agreement. The use of all CDBG program income is reserved specifically for services outlined in the Scope of Work and is subject to the terms of this Agreement. 7. UNIFORM ADMINISTRATIVE REQUIREMENTS SUBRECIPIENT shall adhere to and follow the Uniform Administrative Requirements found in the U.S. federal regulations at 2 CFR Part 200. SUBRECIPIENT shall establish and maintain effective internal control over CDBG funds made available through this Agreement to provide reasonable assurance that the Program is administered in compliance with applicable federal statutes, regulations, and the terms and conditions of this Agreement. This includes evaluation and internal monitoring of the Program and prompt, appropriate action when instances of noncompliance are identified. SUBRECIPIENT shall follow a written procurement policy that allows for full and open competition that meets the minimum standards of the U.S. federal regulations at 2 CFR 200.317 through 200.326. SUBRECIPIENT shall take reasonable measures to safeguard protected personally identifiable information and other information GRANTEE designates as sensitive consistent with applicable Federal, state and local laws regarding privacy and obligations of confidentiality. SUBRECIPIENT will use its best efforts to afford small businesses, minority business enterprises, and women’s business enterprises the maximum practicable opportunity to participate in the performance of this Agreement. As used in this Agreement, the terms “small business” means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and “minority and women’s business enterprise” means a business at least 51% owned and controlled by minority group members or women. SUBRECIPIENT may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. SUBRECIPIENT is prohibited from using CDBG funds or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. SUBRECIPIENT shall comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. SUBRECIPIENT shall comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. SUBRECIPIENT shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. CDBG Subrecipient Agreement 2023 - 4/27/2023 6 SUBRECIPIENT agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities. SUBRECIPIENT shall maintain a financial management system that identifies all federal awards received and expended and the federal programs under which they were received, including: • The CFDA title and number, • Federal award identification number and year, • Name of the Federal agency, and • Name of the pass-through entity, if any. SUBRECIPIENT shall follow written financial management policies and procedures that, at a minimum, provide for: • Determination of allowable costs in accordance with the terms and conditions of this Agreement and the federal cost principles published in the U.S. federal regulations at 2 CFR 200 Subpart E; • Effective control over, and accountability for, all funds, property, and other assets to ensure all assets are safeguarded and they are used solely for authorized purposes; and • Accurate financial reporting on federal awards, authorizations, obligations, unobligated balances, assets, expenditures, income and interest and be supported by source documentation. 8. AUDIT REQUIREMENTS Within thirty days of the close of SUBRECIPIENT’s fiscal year, SUBRECIPIENT shall provide to GRANTEE a certification stating the total amount of federal awards expended in the fiscal year. The certification shall be signed by an authorized official. SUBRECIPIENT agrees to have a single or program-specific audit conducted in accordance with the provisions of 2 CFR 200 Subpart F if SUBRECIPIENT expends $750,000 or more in federal awards during any fiscal year that overlaps with the term of this Agreement. SUBRECIPIENT shall submit a copy of the audit to GRANTEE and the Federal Audit Clearinghouse (FAC) within thirty calendar days after receipt of the auditor's report(s). SUBRECIPIENT shall make copies of the audit available for public inspection for three years from the date of submission to the FAC. GRANTEE shall issue a management decision for audit findings that relate to this Agreement within six months of acceptance of the audit report by the FAC. 9. USE AND REVERSION OF ASSETS SUBRECIPIENT shall transfer to GRANTEE any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination. The use and disposition of real CDBG Subrecipient Agreement 2023 - 4/27/2023 7 property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR 570.502-504, as applicable. 10. CONFLICT OF INTEREST SUBRECIPIENT shall maintain written standards of conduct covering conflicts of interest and governing the performance of its employees engaged in the selection, award and administration of contracts. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of SUBRECIPIENT. If SUBRECIPIENT has a parent, affiliate, or subsidiary organization, the standards of conduct must cover organizational conflicts of interest to ensure SUBRECIPIENT is able to be impartial in conducting a procurement action involving a related organization. At a minimum, the standards of conduct shall include any person who is an employee, agent, consultant, officer, or elected official or appointed official of SUBRECIPIENT. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG activities assisted under this part, or who are in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a CDBG-assisted activity, or have a financial interest in any contract, subcontract, or agreement with respect to a CDBG-assisted activity, or with respect to the proceeds of the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for one year thereafter. Both SUBRECIPIENT and any subcontractors shall complete a Disclosure of Conflict of Interest From included as Exhibit D. Upon written request, GRANTEE may grant an exception to the conflict of interest provisions on a case-by-case basis. 11. OTHER PROGRAM REQUIREMENTS SUBRECIPIENT agrees to administer the services in compliance with all applicable City, State, and Federal guidelines including, but not limited to the following federal program requirements as now in effect and as may be amended from time to time: Section 109 of the Housing and Community Development Act of 1974 requires that no person in the United States shall on the grounds of race, color, national origin, religion, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance made available pursuant to the Act. Section 109 also directs that the prohibitions against discrimination on the basis of age under the Age Discrimination Act and the prohibitions against discrimination on the basis of disability under Section 504 shall apply to programs or activities receiving Federal financial assistance under Title I programs. Equal Opportunity requirements as described in Executive Order 11246, as amended by Executive Orders 11375, 11478, 12086, and 12107. CDBG Subrecipient Agreement 2023 - 4/27/2023 8 Equal Protection of the Laws for Faith-Based and Community Organizations as described in Executive Order 13279 and the implementing regulations at 41 CFR chapter 60. Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) and implementing regulations at 24 CFR part 135. The Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851- 4856), and implementing regulations at part 35, subparts A, B, J, K, and R of this part apply. Exclusion of Debarred and Suspended Contractor requirements as described in 2 CFR Part 180. Certain newly legalized aliens, as described in 24 CFR part 49, are not eligible to apply for CDBG benefits, including financial assistance, public services, jobs and access to new or rehabilitated housing and other facilities made available with CDBG. Benefits do not include relocation services and payments to which persons displaced are entitled by law (24 CFR §570.613). A building or facility designed, constructed, or altered with CDBG funds governed by this Agreement that meets the definition of “residential structure” as defined in 24 CFR 40.2 or the definition of “building” as defined in 41 CFR 101-19.602(a) is subject to the requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157) and shall comply with the Uniform Federal Accessibility Standards (appendix A to 24 CFR part 40 for residential structures, and appendix A to 41 CFR part 101-19, subpart 101-19.6, for general type buildings). The Americans with Disabilities Act (42 U.S.C. 12131; 47 U.S.C. 155, 201, 218 and 225) (ADA) provides comprehensive civil rights to individuals with disabilities in the areas of employment, public accommodations, State and local government services, and telecommunications. The contract provisions for non-federal entity contract under federal awards as set forth in Exhibit E. 12. CLOSEOUT AND REVERSION OF ASSETS GRANTEE will close out this Agreement when it determines that all applicable administrative actions and all required work of the Agreement have been completed by SUBRECIPIENT. Unless provided an extension through written notification by GRANTEE, SUBRECIPIENT shall complete the following actions no later than thirty calendar days after the end date of the term of this Agreement: • Submit, all financial, performance, and other reports as required by the terms of this Agreement; • Liquidate all obligations incurred under the Agreement; and • Transfer to GRANTEE any accounts receivable attributable to the use of CDBG funds, including CDBG program income. CDBG Subrecipient Agreement 2023 - 4/27/2023 9 Notwithstanding the expiration or earlier termination of this Agreement, SUBRECIPIENT’s obligations to GRANTEE shall not terminate until all closeout requirements are completed. The following obligations of SUBRECIPIENT shall survive the termination of this Agreement: • SUBRECIPIENT’S indemnity obligations; • the obligation to cause audits to be performed relating to SUBRECIPIENT’S activities and costs under this Agreement; • the obligation to repay to GRANTEE any CDBG proceeds improperly disbursed to SUBRECIPIENT or disbursed for ineligible expenditures; • any other obligations which cannot by their nature be performed until after the expiration of the Agreement such as the submittal of final payment request and performance reports. Any real or personal property purchased in whole or in part with CDBG funds provided under this Agreement are subject to the following requirements that shall survive the termination of this Agreement: • Insurance and reporting requirements regarding real and personal property acquired with federal funds in accordance with the uniform administrative requirements contained in the U.S. federal regulations published at 2 CFR Part 200; and • For real property under SUBRECIPIENT’s control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000, said property shall be used to meet one of the national objectives in 24 CFR 570.208 for five years after close out of this Agreement. If the property is disposed of within five years of the close out of this Agreement, SUBRECIPIENT shall reimburse GRANTEE the percentage of the current fair market value of the property equal to the percentage of CDBG funds expended to the overall acquisition and improvement cost of the property. 13. SUSPENSION AND TERMINATION Termination for Convenience. This Agreement may be terminated by either party if SUBRECIPIENT and GRANTEE mutually agree in writing to its termination and upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated. Furthermore, GRANTEE may suspend or terminate this Agreement if SUBRECIPIENT materially fails to comply with any terms of this Agreement. If, through any cause, the SUBRECIPIENT fails to fulfill in timely and proper manner its obligations under this Agreement, ineffectively or improperly use funds provided under this Agreement, or if SUBRECIPIENT shall violate any of the covenants, agreements, or stipulations of this Agreement, GRANTEE shall thereupon have the right to terminate this Agreement by giving written notice to CDBG Subrecipient Agreement 2023 - 4/27/2023 10 SUBRECIPIENT of such termination and specifying the effective date thereof, at least five days before the effective date of such termination. In such event, all finished or unfinished documents and reports prepared by SUBRECIPIENT under this Agreement shall, at the option of GRANTEE, become its property and SUBRECIPIENT shall be entitled to receive just and equitable payment for any satisfactory work completed subject to the limitations of this Agreement. 14. MANDATORY DISCLOSURES SUBRECIPIENT shall provide written notice to the GRANTEE within five days of all potential conflicts of interest and violations of criminal law involving fraud, bribery, or gratuity violations potentially affecting this Agreement. Failure to make required disclosures can result in termination of the Agreement and suspension or debarment from future federal awards. 15. FINDINGS CONFIDENTIAL Any reports, information or data given to or prepared by SUBRECIPIENT concerning GRANTEE under this Agreement shall not be made available to any individual or organization by SUBRECIPIENT without first submitting them to GRANTEE. 16. GENERAL CONDITIONS SUBRECIPIENT shall implement this Agreement in accordance with applicable Federal, State, and City laws, ordinances and codes. Should a Project receive additional funding after the commencement of this Agreement, SUBRECIPIENT shall notify GRANTEE in writing within thirty days of receiving notification from the funding source and submit a cost allocation plan for approval by GRANTEE within forty-five days of said official notification. SUBRECIPIENT agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) SUBRECIPIENT does not assume the recipient’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the recipient’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. SUBRECIPIENT shall provide Workers’ Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. SUBRECIPIENT shall comply with the bonding and insurance requirements set forth in 2 CFR Part 200. The SUBRECIPIENT shall additionally carry sufficient insurance and bond coverage as set forth in Exhibit C. SUBRECIPIENT shall subcontract all work or services through written contract or agreement subject to each provision of this Agreement and applicable City, State and Federal guidelines and regulations. Prior to execution of any subcontract hereunder, such subcontracts must be submitted by SUBRECIPIENT to CDBG Subrecipient Agreement 2023 - 4/27/2023 11 GRANTEE for its review and approval, which will specifically include a determination of compliance. None of the work or services covered by this Agreement, including but not limited to consultant work or services, shall be subcontracted by SUBRECIPIENT or reimbursed by GRANTEE without prior written approval. 17. INDEPENDENT CONTRACTOR In furnishing the services provided for herein, SUBRECIPIENT is acting solely as an independent contractor. Neither SUBRECIPIENT, nor any of its officers, agents or employees shall be deemed an officer, agent, employee, joint venturer, partner or associate of GRANTEE for any purpose. GRANTEE shall have no right to control or supervise or direct the manner or method by which SUBRECIPIENT shall perform its work and functions. However, GRANTEE shall retain the right to administer this Agreement so as to verify that SUBRECIPIENT is performing its obligations in accordance with the terms and conditions thereof. This Agreement does not evidence a partnership or joint venture between SUBRECIPIENT and GRANTEE. SUBRECIPIENT shall have no authority to bind GRANTEE absent GRANTEE’s express written consent. Except to the extent otherwise provided in this Agreement, SUBRECIPIENT shall bear its own costs and expenses in pursuit thereof. Because of its status as an independent contractor, SUBRECIPIENT and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to GRANTEE’s employees. SUBRECIPIENT 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, SUBRECIPIENT shall be solely responsible, indemnify, defend and save GRANTEE harmless from all matters relating to employment and tax withholding for and payment of SUBRECIPIENT'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 GRANTEE employment benefits, entitlements, programs and/or funds offered employees of GRANTEE 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, SUBRECIPIENT may be providing services to others unrelated to GRANTEE or to this Agreement. 18. INDEMNIFICATION To the furthest extent allowed by law including California Civil Code section 2782, SUBRECIPIENT shall indemnify, hold harmless and defend GRANTEE 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 GRANTEE, SUBRECIPIENT or any other person, CDBG Subrecipient Agreement 2023 - 4/27/2023 12 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 performance of this Agreement. SUBRECIPIENT’s obligations under the preceding sentence shall apply regardless of whether GRANTEE 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 willful misconduct, of GRANTEE or any of its officers, officials, employees, agents or volunteers. If SUBRECIPIENT should contract or subcontract all or any portion of the work to be performed under this Agreement, SUBRECIPIENT shall require each SUBRECIPIENT and/or subcontractor to indemnify, hold harmless and defend GRANTEE 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. 19. NOTICES Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this Agreement shall be directed to the following contract representatives: GRANTEE SUBRECIPIENT City of Fresno [Subrecipient Name] Planning and Development [Attention] Department, Housing [Subrecipient Address] and Community Development Division [Subrecipient Address] 2600 Fresno Street Room 3065 Fresno, CA 93721 20. AMENDMENTS GRANTEE or SUBRECIPIENT may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the GRANTEE’s governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the GRANTEE or SUBRECIPIENT from its obligations under this Agreement. Notwithstanding the foregoing, approval of the City Council is not required for (i) insubstantial adjustments in line items within the total approved budget; not affecting the total approved budget amount, approved by the manager of the Housing and Community Development Division of the Planning and Development Department of the City (Administrator) or his or her designee; (ii) insubstantial changes in the nature or scope of services specified in this Agreement approved CDBG Subrecipient Agreement 2023 - 4/27/2023 13 by the Administrator in his/her sole discretion, (iii) changes to the insurance requirements specified in Exhibit C approved by the City’s Risk Manager in his/her sole discretion and (iv) an extension to the term of the Agreement, not to exceed six months, in Administrator’s sole discretion. GRANTEE may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both GRANTEE and SUBRECIPIENT. 21. ASSIGNMENT SUBRECIPIENT shall not assign or transfer any interest in this Agreement without the prior written consent of the GRANTEE. 22. SEVERABILITY If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. 23. ATTORNEY 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 will be entitled to recover from the other party its reasonable attorney's fees and legal expenses. 24. BINDING ON ALL SUCCESSORS AND ASSIGNS Unless otherwise expressly provided in this Agreement, all the terms and provisions of this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective nominees, heirs, successors, assigns, and legal representatives. 25. COUNTERPARTS This Agreement may be executed in counterparts, each of which when executed and delivered will be deemed an original, and all of which together will constitute one instrument. The execution of this Agreement by any party hereto will not become effective until counterparts hereof have been executed by all parties hereto. 26. 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. All powers and remedies given by this Agreement shall be cumulative and in addition to those otherwise provided by law. CDBG Subrecipient Agreement 2023 - 4/27/2023 14 27. EFFECTIVE DATE This Agreement shall be effective upon the Parties’ complete execution following City Council approval. 28. ENTIRE AGREEMENT This Agreement represents the entire and integrated agreement of the parties with respect to the subject matter hereof. This Agreement supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified or amended only by written instrument duly authorized and executed by both GRANTEE and SUBRECIPIENT. 29. EXHIBITS Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement. 30. EXPENSES INCURRED UPON EVENT OF DEFAULT SUBRECIPIENT shall reimburse GRANTEE for all reasonable expenses and costs of collection and enforcement, including reasonable attorney's fees, incurred by GRANTEE as a result of one or more Events of Default by SUBRECIPIENT under this Agreement. 31. GOVERNING LAW AND VENUE Except to the extent preempted by applicable federal law, the laws of the State of California shall govern all aspects of this Agreement, including execution, interpretation, performance, and enforcement. Venue for filing any action to enforce or interpret this Agreement will be Fresno County, California. 32. HEADINGS The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 33. INTERPRETATION This Agreement in its final form is the result of the combined efforts of the parties. Any ambiguity will not be construed in favor or against any party, but rather by construing the terms in accordance with their generally accepted meaning. 34. NO THIRD-PARTY BENEFICIARY 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 other than expressly identified herein. No subcontractor, mechanic, materialman, laborer, vendor, or other person hired or retained by SUBRECIPIENT shall have any rights hereunder and shall look to SUBRECIPIENT as their sole source of recovery if not paid. No third party may enter any claim or bring any such action against GRANTEE under any CDBG Subrecipient Agreement 2023 - 4/27/2023 15 circumstances. Except as provided by law, or as otherwise agreed to in writing between GRANTEE and such person, each such person shall be deemed to have waived in writing all right to seek redress from GRANTEE under any circumstances whatsoever. SUBRECIPIENT shall include this paragraph in all contracts/subcontracts. 35. NO WAIVER Neither failure nor delay on the part of the GRANTEE in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any such right preclude any further exercise thereof or the exercise of any other right. No waiver of any provision of this Agreement or consent to any departure by the SUBRECIPIENT therefrom shall be effective unless the same shall be in writing, signed on behalf of the GRANTEE by a duly authorized officer thereof, and the same shall be effective only in the specific instance for which it is given. No notice to or demand on the SUBRECIPIENT in any case shall entitle the SUBRECIPIENT to any other or further notices or demands in similar or other circumstances, or constitute a waiver of any of the GRANTEE's right to take other or further action in any circumstances without notice or demand. 36. NON-RELIANCE SUBRECIPIENT hereby acknowledges having obtained such independent legal or other advice as it has deemed necessary and declares that in no manner has it relied on GRANTEE, its agents, employees or attorneys in entering into this Agreement. 37. 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 will control. 38. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. [SIGNATURE PAGE TO FOLLOW] CDBG Subrecipient Agreement 2023 - 4/27/2023 16 IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. GRANTEE SUBRECIPIENT CITY OF FRESNO, A California municipal corporation By:__________________________ Georgeanne A. White, City Manager APPROVED AS TO FORM: ANDREW JANZ City Attorney By: __________________________ Tracy N. Parvanian Date Supervising Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: __________________________ Deputy [SUBRECIPIENT NAME] [LEGAL IDENTITY] 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: [Name] [Title] [Street Address] Fresno, CA [Zip] Phone: (559) [#] FAX: (559) [#] SUBRECIPIENT: [Suprecipient Name] Attention: [Name] [Title] [Street Address] [City, State Zip] Phone: [area code and #] FAX: [area code and #] Attachments: EXHIBIT A: SCOPE OF WORK EXHIBIT B: PROPOSED BUDGET EXHIBIT C: INSURANCE REQUIREMENTS EXHIBIT D: CONFLICT OF INTEREST EXHIBIT E: CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS EXHIBIT F: QUARTERLY REPORT EXHIBIT G: SPENDING PLAN 17 EXHIBIT A SCOPE OF WORK 18 EXHIBIT B PROPOSED BUDGET 19 EXHIBIT C INSURANCE REQUIREMENTS ***needs to be inserted by RISK 20 EXHIBIT D CONFLICT OF INTEREST 21 EXHIBIT E CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS In addition to other provisions required by the Federal agency or non-Federal entity, all contracts made by the non-Federal entity under the Federal award must contain provisions covering the following, as applicable. (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. (B) All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it will be effected and the basis for settlement. (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor 22 or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (H) Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201). (I) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government- wide Excluded Parties List System in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive 23 Orders 12549 (3 CFR Part 1986 Comp., p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235), “Debarment and Suspension.” The Excluded Parties List System in SAM contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (J) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award of $100,000 or more must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. (K) See §200.322 Procurement of recovered materials. 24 EXHIBIT F QUARTERLY REPORT 25 EXHIBIT G SPENDING PLAN Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: MM/DD/YY MM/DD/YY MM/DD/YY ESG Program - TOTAL -$ -$ -$ -$ -$ ` Cumulative Expenditure -$ -$ -$ - Cumulative % Expended 0.0%0.0%0.0%0.0% Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: MM/DD/YY MM/DD/YY MM/DD/YY - -$ -$ -$ -$ ` Cumulative Expenditure -$ -$ -$ - Cumulative % Expended 0.0%0.0%0.0%0.0% Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: MM/DD/YY MM/DD/YY MM/DD/YY - -$ -$ -$ -$ ` Cumulative Expenditure -$ -$ -$ - Cumulative % Expended 0.0%0.0%0.0%0.0% Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: MM/DD/YY MM/DD/YY MM/DD/YY - -$ -$ -$ -$ ` Cumulative Expenditure -$ -$ -$ - Cumulative % Expended 0.0%0.0%0.0%0.0% Sum of Invoice Submissions for Meeting 25% Deadline Grant Use Award 100 % of Grant Sum of Invoice Submissions for Meeting 50% Deadline Sum of Invoice Submissions for Meeting 75% Deadline Sum of Invoice Submissions for Meeting 100% Deadline 25 % of Grant 50 % of Grant 75 % of Grant ESG Standard Agreement ESG Agreement 2023 – 4/27/2023 1 AGREEMENT Emergency Solutions Grant THIS AGREEMENT is made and entered into the [DAY] day of [MONTH], [YEAR], by and between the CITY OF FRESNO, a California municipal corporation (CITY), and [RECIPIENT NAME], a California 501(c)(3) not-for-profit Corporation (RECIPIENT). CITY and RECIPIENT are sometimes hereinafter referred to individually as a Party and collectively as Parties. CITY has received a grant commitment from the United States Department of Housing and Urban Development (HUD) to administer and implement the Emergency Solutions Grant (ESG) in the CITY of Fresno in accordance with the provisions of 24 CFR Part 576 et seq. and California law. The purpose of the ESG grant is to provide assistance to the homeless and those at risk of becoming homeless to quickly regain stability in permanent housing after experiencing a housing crisis and/or homelessness within the CITY. Then CITY issued a Notice of Funding Available (NOFA) on [DATE] to solicit for proposals with specific plans to provide eligible ESG services in the areas of outreach, emergency shelter, homeless prevention assistance to households who would otherwise become homeless, assistance to rapidly re-house persons who are homeless and related indirect costs (up to a di minimus indirect rate of 10% of modified total direct costs eligible under the ESG award). The contract award is contingent upon the following conditions: • The RECIPIENT is a member of the Fresno- Madera Continuum of Care. • The RECIPIENT shall submit a quarterly ESG report to the City utilizing the attached Quarterly Report template. The RECIPIENT shall select clients through the Coordinated Entry System. • The RECIPIENT must have a signed “Letter of Commitment” for matching funds and a ledger at the time of the execution of the contract and be able to demonstrate that they have access to matching funds for eligible activities prior to contract execution. • The RECIPIENT shall provide client evaluations to determine eligibility of other applicable programs and permanent housing solutions. In response to the NOFA, RECIPIENT submitted a Proposal which included a Scope of Work and cost proposal (Budget) as described in Exhibits A and B respectively and represents it is capable and qualified to meet all the requirements of the NOFA and this Agreement. Pursuant to CITY Resolution No. [RESOLUTION NUMBER] the CITY Manager is authorized to execute ESG Agreements, on behalf of the CITY, that are within available allocate ESG funding and in a standard form approved by the CITY Attorney. NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions and premises hereinafter combined to be kept and performed by the respective Parties, it is mutually agreed as follows: ESG Agreement 2023 – 4/27/2023 2 ARTICLE 1 DEFINITIONS. Wherever used in this Agreement or any of the contract documents, the following words shall have the meaning herein given, unless the context requires a different meaning. A. “ACT” – 24 CFR Part 576 et seq. as revised by the Emergency Solutions Grant and Consolidated Plan Conforming Amendments Interim Rule, published in the Federal Register on December 5, 2011 (76 Fed. Reg. 75954). B. “Administrator” and “Contract Administrator” shall mean the Manager of the Housing and Community Development Division of the Planning and Development Department of CITY or his or her designee. C. “Bid Proposal” and “Proposal” shall mean RECIPIENT‘s response to the NOFA including but not limited to the Budget, Scope of Work, certifications and all attachments and addenda. D. “Budget” shall mean RECIPIENT’s Cost Proposal submitted with the Bid Proposal. E. “CITY Manager” shall mean the CITY Manager of CITY. F. “Comparable Database” shall mean a required database for providers of services for victims of domestic which is compliant with HUD HMIS Data Standards. G. “Contract” or “Contract Documents” shall mean and refer to this Agreement including its exhibits and the NOFA and Bid Proposal with all attachments and addenda thereto. H. “ESG” shall mean the Emergency Solutions Grant as set forth in the ACT. I. “General Conditions” or “General Requirements” shall mean the General Requirements contained in the NOFA. J. “Di Minimus Indirect Rate” shall mean 10% of modified total direct cost (MTDC) and is further described at 2 CFR200.68 and CFR200.414(f) including referenced appendices. K. “HMIS” means the Homeless Management Information System. HMIS is the information system designated by the local Continuum of Care (CoC) to comply with the requirements of CoC Program interim rule 24 CFR 578. It is a locally-administered data system used to record and analyze client, service, and housing data for individuals and families who are homeless or at risk of homelessness. L. “HMIS Data Standards” serve as the foundation for data base software construction, data entry, analysis and reporting. M. “HMIS System Administrator” shall mean the individual(s) whose job it is to manage the HMIS implementation at the local level: enrolling programs and managing appropriate use, supporting users through connection to, or direct provision of, user training, and overseeing system setup. N. “Modified Total Direct Cost” (MTDC) shall mean all ESG eligible direct salaries and wages, applicable fringe benefits, materials and supplies, services, travel, and ESG Agreement 2023 – 4/27/2023 3 subawards and subcontracts up to the first $25,000 of each subaward or subcontract regardless of the period of performance of the subawards and subcontracts under the award. MTDC excludes equipment, capital expenditures, charges for patient care, rental costs, tuition remission, scholarships and fellowships, participant support costs and the portion of the subaward and subcontract in excess of $25,000. (2 CFR 200. 68). O. “Program” shall mean services provided under the Federal funding source. P. “Program Component” shall mean the five program components of: Street Outreach, Emergency Shelter, Rapid Rehousing, Homelessness Prevention, and HMIS as more fully described at 24 CFR 576.101 through 576.107. Administration of the program is an activity and not a Program Component. Q. “Program income” for the specific purpose of this Agreement shall be as defined in the ACT. Unless otherwise provided for in the ACT, program income shall include any and all gross income earned by or accruing to RECIPIENT in its pursuit hereof provided that the term program income does not include rebates, credits, discounts or refunds realized by RECIPIENT in its pursuit hereof. R. “Project” shall mean the RECIPIENT’S operating name for distinct ESG Program Component. S. “NOFA” shall mean the Request for Proposal Number [PROPOSAL NUMBER] for the CITY of Fresno Emergency Solutions Grant dated [DATE] including without limitation the general requirements, bidding requirements, all its attachments, appendices and addenda. T. “Scope of Services or Services” shall mean those services submitted with RECIPIENT’s bid proposal to be offered in fulfillment of the Program and included in Exhibit A. U. “Subaward” shall mean an award of City funds provided by the RECIPIENT to a Subrecipient in order to carry out a part of RECIPIENT’s program, program component and/or Project. V. “Subcontract” shall mean a RECIPIENT’s agreement, with a vendor or subcontractor, which is selected in accordance with the RECIPIENT’s board-approved procurement policy and Federal procurement and contracting requirements at 2 CFR 200.318 through 200.326. W. “Subrecipient” shall mean an entity that receives a Subaward from the RECIPIENT to carry out a part of the program, program component and/or project, but shall not include an individual that is a beneficiary of such program. A Subrecipient may also be a Recipient of other grant awards directly from the CITY. 1. Contract Administration. This Agreement including all the Contract Documents shall be administered according to the order of precedence set forth herein for CITY by Administrator who shall be RECIPIENT’s point of contact and to whom RECIPIENT shall report. 2. Scope of Services. RECIPIENT shall provide the Program in conformance with the Contract Documents and perform to the satisfaction of CITY those services set forth in Exhibit A and services necessarily related or incidental thereto even though not ESG Agreement 2023 – 4/27/2023 4 expressly set forth therein. 3. Effective Date and Term of Agreement. It is the intent of the Parties that this Agreement be effective as of the date first set forth above as to all terms and conditions of the Agreement. Services of RECIPIENT shall commence on [DATE] and shall end [DATE], which shall be the term of this Agreement, unless terminated earlier as provided herein. 4. Compensation and Method of Payment. CITY shall pay RECIPIENT the aggregate sum of not to exceed [MONETARY AMOUNT] ($[MONETARY AMOUNT]) for satisfactory performance of the services rendered therefore and as set forth in Exhibit A attached hereto and incorporated herein. Compensation is based on actual expenditures, supported by properly executed payrolls, time records, invoices, contracts, vouchers, orders, or any other accounting documents pertaining in whole or in part to this Agreement and shall be clearly identified and submitted by the RECIPIENT to the CITY with each request for reimbursement. The RECIPIENT’s request for reimbursement shall also be in accordance with the Budget set forth in Exhibit B. It is understood that all expenses incidental to RECIPIENT’s performance of services under this Agreement shall be borne by the RECIPIENT. If RECIPIENT should fail to comply with any provisions of this Agreement, CITY shall be relieved of its obligation for further compensation. Notwithstanding any payment provisions herein, RECIPIENT’s failure to timely and properly submit required records and reports set forth in this Agreement may be cause for CITY to suspend or delay reimbursement payments to RECIPIENT. a. Payments shall be made by the CITY to RECIPIENT in arrears for services provided during the preceding month. Such payment by CITY shall be made in the normal course of business, within 30 days after the date of receipt by CITY of a correctly completed and supported invoice in accordance with the provisions of this paragraph and shall be for the actual expenditures incurred by RECIPIENT in accordance with Exhibit B. Payments shall be made after receipt and verification of actual expenditures. All invoices are to be submitted CITY at the address given for notices on the signature page hereof or at such address the CITY may from time to time designate by written notice. b. The Administrator may, in his or her sole discretion, agree in writing to revise the payment schedule in subsection (a), above, upon RECIPIENT’s showing that such will facilitate delivery of the services; provided, however, that total payments under this Agreement shall not exceed the total amount provided for in subsection. c. Any funds paid by CITY hereunder which remain unearned at the expiration or earlier termination of the Agreement shall be, and remain in trust, the property of CITY and shall be remitted to CITY within 10 days of expiration or earlier termination of this Agreement. Any interest thereon must be credited to or returned to CITY. Upon any dissolution of RECIPIENT, all funds advanced pursuant to this Agreement and not expended shall be returned to CITY. d. CITY will not be obligated to make any payments under this Agreement if the request for payment is received by the CITY more than 60 days after the date of termination of this Agreement or the date of expiration of this Agreement, whichever occurs first. ESG Agreement 2023 – 4/27/2023 5 e. RECIPIENT understands and agrees that the availability of ESG Funding hereunder is subject to the control of HUD and should the ESG Funding be encumbered, withdrawn, or otherwise made unavailable to CITY whether earned or promised to RECIPIENT and/or should CITY in any fiscal year hereunder fail to appropriate said funds, CITY shall not provide said funds to RECIPIENT unless and until they are made available for payment to CITY by HUD and CITY receives and appropriates said Funds. No other funds owned or controlled by CITY shall be obligated under this Agreement to the project(s). Should sufficient funds not be appropriated, the Services provided may be modified, or this Agreement terminated, at any time by the CITY as provided in section 10 below. f. RECIPIENT shall use the funds provided by CITY solely for the purpose of providing the services required under subsection 2 of this Agreement. 5. Progressive Expenditure and Request for Payment Deadlines. In order to expend the HUD ESG funding in a timely manner, the SUBRECIPIENT shall expend 25% of the Grant Award by [DATE]; 50% of the Grant Award by [DATE]; 75% of the Grant Award by [DATE]; and 100% of the Grant Award by [DATE]. SUBRECIPIENT shall make Progressive Reimbursement Request Deadlines of eligible HOPWA expenditures within 30 days of the respective Progressive Expenditure Deadlines. SUBRECIPIENT shall make reimbursement requests no later than 30 days after Progressive Expenditure Deadlines as follows: a request for reimbursement of an amount not less than 25% of the Grant Award’s allowed cost must be made by [DATE]; a request for reimbursement of an amount not less than 50% of the Grant Award’s allowed cost must be made by [DATE]; a request for reimbursement of an amount not less than 75% of the Grant Award’s allowed cost must be made by [DATE]; and a request for reimbursement of an amount not less than 100% of the Grant Award’s allowed cost must be made by [DATE]. Failure to meet the expenditure deadlines as outlined in Exhibit D will result in the recapture of an amount equal to the difference between the required expenditure by the applicable deadline and the actual expenditure by the deadline. 6. Matching Funds Requirements of RECIPIENT. RECIPIENT agrees to match all ESG funding disbursed to it by CITY on a dollar-for-dollar basis. Donated funds, material and labor may be used as matching funds. Time contributed by volunteers shall be calculated pursuant to 42 CFR section 576.01 (e)(2) and any subsequent amendments. RECIPIENT shall determine the value of donated material or building space using a method based on fair market value. Other federal funds may be used as matching funds unless expressly prohibited by law or contract. Unless otherwise provided by applicable law or contract, matching funds shall be applied in furtherance of the Scope of Work hereunder. Matching funds must be applied in furtherance of the services hereunder to qualify. 7. Loss of Third-Party Funding. In the event any funding provided by a party other than CITY for the Program or services being performed by RECIPIENT is suspended, reduced or withdrawn, then Administrator may suspend this Agreement immediately upon its receipt of notice thereof, or terminate this Agreement as provided in Section 10 below. RECIPIENT shall notify CITY in writing within seven days if any of the following events occur: ESG Agreement 2023 – 4/27/2023 6 a. Suspension, reduction or withdrawal of RECIPIENT'S funding by other funding source(s). b. Addition or resignation of any of RECIPIENT'S Board of Director members. c. Resignation or termination of any of RECIPIENT'S staff, including those staff not funded by this Agreement but essential to the delivery of the services listed in Exhibit A. d. The Administrator may, in his or her sole discretion, stay such suspension of the Agreement for a period not to exceed 30 days to allow RECIPIENT to either (i) submit a new service or funding plan for evaluation by Administrator who may accept or reject in his or her sole discretion, or (ii) complete an orderly phase out of services. If the Administrator accepts such new service or funding plan, then such plan will be subject to the requirements in Section 14 below. 8. Disposition of Program Income. Absent the CITY’s written consent, any program income generated hereunder shall be used to reduce the CITY’s reimbursement obligations hereunder, or in the absence thereof promptly remitted entirely to the CITY. 9. Events of Default. When in the opinion of 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. a. An illegal or improper use of funds. b. A failure to comply with any term, covenant or condition of this Agreement. c. Report(s) are submitted to CITY which are incorrect or incomplete in any material respect. d. The services required hereunder are incapable of or are improperly being performed by RECIPIENT. e. Refusal of RECIPIENT to accept change under Section 17 f. RECIPIENT fails to maintain any required insurance. g. There is a loss of third-party funding (see Section 7 above). h. RECIPIENT files, or has filed against it, a petition of bankruptcy, insolvency, or similar law, state or federal, of filing any petition or answer seeking, consenting to, or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief, where such petition shall not have been vacated within 14 days; or if adjudicated bankrupt or insolvent, under any present or future statute, law, regulation under state or federal law, and judgment or decree is not vacated or set aside within 14 days. i. RECIPIENT’s failure, inability or admission in writing of its inability to pay its debts as they become due or RECIPIENT’s assignment for the benefit of creditors. ESG Agreement 2023 – 4/27/2023 7 j. A receiver, trustee, or liquidator being appointed for RECIPIENT or any substantial part of RECIPIENT’s assets or properties, and not removed within ten days. k. RECIPIENT’s breach of any other material condition, covenant, warranty, promise or representation contained in this Agreement not otherwise identified within this Section. 10. Termination and Remedies. Upon the occurrence of an Event of Default, CITY shall give written notice RECIPIENT 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 CITY, any action to cure is possible, and (3) if the Event of Default is curable, a date, which shall not be less than 30 calendar days from the date of the notice, by which such deficiency must be cured, provided, however that if such failure cannot be remedied in such time, RECIPIENT shall have an additional 30 days to remedy such failure so long as RECIPIENT is diligently and in good faith pursuing such remedy. a. This Agreement shall terminate without any liability of CITY to RECIPIENT upon the earlier of: (i) the happening of an Event of Default by RECIPIENT and a failure to cure said Event of Default within the time specified in the notice of Event of Default; (ii) seven calendar days prior written notice without cause by CITY to RECIPIENT; (iii) 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 services provided by RECIPIENT; or (iv) expiration of this Agreement. b. Immediately upon any termination or expiration of this Agreement, RECIPIENT shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to CITY any and all unearned payments and all properties and materials in the possession of RECIPIENT that are owned by CITY. Subject to the terms of this Agreement, RECIPIENT shall be paid compensation for services satisfactorily performed prior to the effective date of termination. RECIPIENT shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided. c. Upon any breach of this Agreement by RECIPIENT, 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 CITY improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. d. In no event shall any payment by CITY pursuant to this Agreement constitute a waiver by CITY of any breach of this Agreement or any default which may then exist on the part of RECIPIENT, nor shall such payment impair or prejudice any ESG Agreement 2023 – 4/27/2023 8 remedy available to CITY with respect to the breach or default. e. CITY expressly reserves the right to demand of RECIPIENT the repayment to CITY of any funds disbursed to RECIPIENT under this Agreement which, in the judgment of CITY, were not expended in accordance with the terms of this Agreement, and RECIPIENT agrees to promptly refund any such funds within 10 days of CITY’S written demand. 11. Indemnification. To the furthest extent allowed by law, RECIPIENT 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 RECIPIENT, its principals, officers, employees, agents or volunteers in the performance of this Agreement. If RECIPIENT should subcontract all or any portion of the services to be performed under this Agreement, RECIPIENT 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 expiration or termination of this Agreement. 12. Insurance. a. Throughout the life of this Agreement, RECIPIENT shall pay for and maintain in full force and effect all insurance as required in Exhibit E or as may be authorized in writing by CITY'S Risk Manager or his or her designee at any time and in his or her sole discretion. b. If at any time during the life of the Agreement or any extension, RECIPIENT 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 RECIPIENT 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 RECIPIENT 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 RECIPIENT shall not be deemed to release or diminish the liability of RECIPIENT, 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 RECIPIENT. Approval or purchase of any insurance contracts or ESG Agreement 2023 – 4/27/2023 9 policies shall in no way relieve from liability nor limit the liability of RECIPIENT, its principals, officers, agents, employees, persons under the supervision of RECIPIENT, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. d. Upon request of CITY, RECIPIENT 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. e. If RECIPIENT should subcontract all or any portion of the services to be performed under this Agreement, RECIPIENT shall require each subcontractor to provide insurance protection in favor of CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of this section, except that any required certificates and applicable endorsements shall be on file with RECIPIENT and CITY prior to the commencement of any services by the subcontractor. 13. On-Site Monitoring. Authorized representatives of HUD and/or the CITY shall have the right to monitor the RECIPIENT’s performance under this Agreement. Such monitoring may include inspection activities, review of records, and attendance at meetings: RECIPIENT shall reasonably make its facilities, books, records, reports and accounts available for CITY’s inspection in pursuit hereof. This section 13 shall survive termination or expiration of this Agreement. 14. Records, Reports and Inspection. a. RECIPIENT shall establish and maintain records in accordance with all requirements prescribed by CITY, HUD and generally accepted accounting principles, with respect to all matters covered by this Agreement. As applicable, RECIPIENT shall comply with all applicable requirements of CFR Part 200 - Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, including the provision of a single audit (generally applicable where funding from all federal sources in any fiscal year exceeds $750,000), and to such extent shall submit to the CITY any applicable auditor’s reports and audited financial statements no later than three months after the RECIPIENT’s fiscal year end. RECIPIENT shall be responsible for determining the applicability of the foregoing: i. On a quarterly basis, RECIPIENT shall submit to CITY, a report utilizing and completing the form attached as EXIBIT C – ESG Quarterly Report. The report shall be submitted within thirty days of the close of each quarter of the fiscal year for the duration of the Agreement. RECIPIENT shall ensure the ESG grant funds provided by GRANTEE are clearly identified as a subaward and include the following information: • RECIPIENT NAME: • RECIPIENT ID (UEI #): • Federal Award Identification Number (ESG Grant #) ESG Agreement 2023 – 4/27/2023 10 • Federal Award Date: • Period of Performance: • Federal Funds Obligated by this Agreement: • Total Federal Funds Obligated to RECIPIENT: • Total Amount of the Federal Award: • Federal Award project description: • Name of Federal awarding agency: Dept. of Housing Urban Development • Name of pass-through entity: CITY of Fresno, California • Award Official Contact Information: Name and Address • CFDA Number: 14.231 • CFDA Name: Emergency Solutions Grant • Identification of R&D: No • Indirect cost rate for the Federal award: Up to the di minimus 10% indirect cost rate allowed by CITY of Fresno ii. Annually, RECIPIENT shall submit a report on clients served and activities assisted with ESG funds by uploading HMIS data within 10 days of receipt of the HUD Sage hyperlink into the Sage HMIS Reporting Repository. iii. RECIPIENT shall maintain all records required by the Federal regulations specified in 24 CFR 576.500 iv. RECIPIENT shall retain such records for a period of five years after receipt of the final payment under this Agreement or the earlier termination of this Agreement, whichever occurs later. The records retention period may be extended whenever: a. any litigation, claim, or audit is started before the expiration of the five year period, the records must be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken. b. the RECIPIENT is notified in writing by the CITY to extend the retention period. v. RECIPIENT is to prepare written financial statements, and completed ESG Quarterly Report, each in the form attached hereto as Exhibit C incorporated herein, each covering matters pertaining to the Scope of Services contained in Exhibit A, to be submitted to CITY no later than the 30th of the month following the end of each quarter hereunder for the duration hereof, absent CITY’s prior written consent in cases of unusual circumstances as determined in the sole discretion of the CITY. b. During the life of this Agreement and for a period of five years after receipt of the final payment under this Agreement or the earlier termination of this Agreement, whichever occurs later, RECIPIENT shall, at any time during normal business hours and as often as CITY and/or HUD or the authorized representative of either CITY or HUD may deem necessary, make available to them or any one of them, within the CITY of Fresno, such statements, records, reports, data and information as ESG Agreement 2023 – 4/27/2023 11 they may request pertaining to matters covered by this Agreement and permit them or any one of them to audit and inspect all records, invoices, materials, payrolls, records of personnel, conditions of employment, and other data relating to all matters covered by this Agreement. RECIPIENT shall also permit and cooperate with on-site monitoring and personal interviews of participants, RECIPIENT'S staff, and employees by Administrator and other CITY and/or HUD representatives. c. The RECIPIENT is required to participate in the Fresno Madera Continuum of Care (FMCoC). Participation is defined as attendance of the Member or the Alternate Member at a minimum of 75% of all FMCoC Director’s meetings. RECIPIENT’s attendance shall be confirmed through the Board-approved minutes of the FMCoC Board of Directors’ meeting. Recipient shall attach the most currently available monthly minutes of the FMCoC are to be attached to the ESG Quarterly Report. d. The RECIPIENT is required to collect and report client-level data in accordance with HUD Office of Special Needs Assistance Programs (SNAPS) HMIS Data Standards, to the local HMIS operated by the Housing Authorities of the CITY and County of Fresno through a Memorandum of Understanding with the FMCoC or comparable databases are required for use by providers of services for victims of domestic violence, as described in the Violence Against Women Act (VAWA). Reporting into the HMIS database or allowed comparable database is a requirement of ESG funding. RECIPIENT reporting must be consistent in format and data element structure with the Fresno Housing Authority HMIS Program Policies and Procedures Manual and the HUD HMIS Data Standards and Data Dictionary current at the execution of this Agreement. The comparable database will be maintained by the RECIPIENT and used to collect data and report on outputs and outcomes as required by HUD. e. If RECIPIENT is a legal services or domestic violence victim services RECIPIENT, requiring client-level information to remain confidential, they will be required to establish a comparable client-level database internal to its organization (e.g. no identifying data shared with the HMIS or the CITY and will provide only aggregate data to the CITY as required). RECIPIENT will work with the HMIS System Administrator to determine that the alternative database meets the standards for comparable client-level databases, including compliance with the HMIS Data Standards which are acceptable to HUD and the CITY. f. All data elements specified above in 14(e) must be recorded for each ESG project in HMIS and the fields needed to correctly generate the performance reports are required to be collected in the comparable database. g. The RECIPIENT is required to provide housing unit and client data to the CITY of Fresno, or designee, to include in the Point in Time survey as administered by the Fresno-Madera Continuum of Care and as required by the HEARTH Act of 2009. This Section 14 shall survive expiration or termination of this Agreement. 15. Subawards. The RECIPIENT shall not enter into an Agreement making a Subaward to a Subrecipient for any work contemplated under the Agreement without first obtaining the CITY’s written approval of the Subaward Agreement. a. An executed copy of every such subcontract approved by the ESG Agreement 2023 – 4/27/2023 12 Administrator shall be provided to CITY prior to implementation for retention in CITY's files. b. RECIPIENT is responsible to CITY for the proper performance of any subcontract. No such subcontract shall relieve RECIPIENT of its obligations under this Agreement. c. Any subcontract shall be subject to all the terms and conditions of this Agreement. d. No officer or director of RECIPIENT shall have any direct or indirect financial interest in any subcontract made by RECIPIENT or in any loan, purchase of property, or any other arrangement made by RECIPIENT, by whatever name known. 16. Conflict of Interest and Non-Solicitation. a. Prior to CITY’S execution of this Agreement, RECIPIENT shall complete a CITY of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit F. During the term of this Agreement, RECIPIENT shall have the obligation and duty to immediately notify CITY in writing of any change to the information provided by RECIPIENT in such statement. b. RECIPIENT shall comply, and require its subcontractors to comply, with all applicable federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et seq., the California Political Reform Act (California Government Code Section 87100 et seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et seq.). At any time, upon written request of CITY, RECIPIENT shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, RECIPIENT and the respective subcontractor(s) are in full compliance with all laws and regulations. RECIPIENT 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, RECIPIENT shall immediately notify CITY of these facts in writing. c. In performing the work or services to be provided hereunder, RECIPIENT shall not employ or retain the services of any person while such person either is employed by CITY or is a member of any CITY council, commission, board, committee, or similar CITY body or within one year of their termination therefrom. This requirement may be waived in writing by the CITY Manager, if no actual or potential conflict is involved. d. RECIPIENT 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. ARTICLE 2 FEDERAL REQUIREMENTS 17. RECIPIENT warrants, covenants and agrees, for itself and its contractors and subcontractors of all tiers, that it shall comply with all applicable requirements of the Lead-Based Paint Poisoning Prevention Act of 42 U.S.C. 4821 et seq., 24 CFR Part 35 ESG Agreement 2023 – 4/27/2023 13 and 24 CFR 982.401(j). In this regard RECIPIENT shall be responsible for all inspection, testing and abatement activities. a. The requirements, as applicable, of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851-4856) and implementing regulations at 24 CFR Part 35. In addition, the following requirements relating to inspection and abatement of defective lead-based paint surfaces must be satisfied: (1) Treatment of defective paint surfaces must be performed before final inspection and approval of the renovation, rehabilitation or conversion activity under this part; and (2) Appropriate action must be taken to protect shelter occupants from the hazards associated with lead- based paint abatement procedures. b. The RECIPIENT agrees to comply with all applicable requirements of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) as amended and HUD implementing regulation 24 CFR Part 8. c. RECIPIENT agrees to comply with the federal requirements set forth in 24 CFR Part 5, except as explicitly modified below, and use of emergency shelter grant amounts must comply with the following requirements: (a) Nondiscrimination and equal opportunity. The nondiscrimination and equal opportunity requirements at 24 CFR Part 5 are modified as follows: i. Rehabilitation Act requirements. HUD’s regulations at 24 CFR Part 8 implement section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) as amended. For purposes of the emergency shelter grants program, the term dwelling units in 24 CFR Part 8 shall include sleeping accommodations. ii. RECIPIENT shall make known that use of the facilities and Services are available to all on a nondiscriminatory basis. If the procedures that the RECIPIENT intends to use to make known the availability of the facilities and Services are unlikely to reach persons of any particular race, color, religion, sex, age, national origin, familial status, or disability who may qualify for such facilities and Services, the RECIPIENT must establish additional procedures that will ensure that such persons are made aware of the facilities and Services. The RECIPIENT must also adopt procedures which will make available to interested persons information concerning the location of Services and facilities that are accessible to persons with disabilities. iii. The RECIPIENT shall be responsible for complying with the policies, guidelines, and requirements of 24 CFR Part 85 (codified pursuant to OMB Circular No. A-102) and OMB Circular No. A-87, as they relate to the acceptance and use of ESG funding by CITY, and Nos. A-110 and A-122 as they relate to the acceptance and use of emergency shelter grant amounts by private nonprofit organizations. d. The RECIPIENT will be responsible for all aspects project contract award and management including the advertising for bids and shall award the contract to the lowest responsible and responsible bidder. The RECIPIENT shall verify with the Labor Relations and Equal Opportunity Division of the HUD Area Office that the low ESG Agreement 2023 – 4/27/2023 14 bidder has not been debarred or suspended from participating in federal projects. e. RECIPIENT warrants, covenants and agrees that it shall perform the Services in a manner that does not engage in inherently religious activities and that does not engage in any prohibited activities described in 24 CFR 576.23. Without limitation, RECIPIENT shall not unlawfully discriminate on the basis of religion and shall not provide religious instruction or counseling, conduct religious services or worship, engage in religious proselytizing, or exert other religious influence in pursuit hereof. Subject to the foregoing, RECIPIENT does not intend to utilize ESG funding to construct, rehabilitate or convert facilities owned primarily by religious organizations or to assist primarily religious organizations in acquiring or leasing facilities to the extent prohibited in 24 CFR 576.23. f. RECIPIENT shall perform the Services in compliance with, and not to cause or permit the Services to be in violation of, any existing or future environmental law, rule, regulation, ordinance, or statute. RECIPIENT agrees that, if CITY has reasonable grounds to suspect any such violation, RECIPIENT shall be entitled to thirty (30) days’ notice and opportunity to cure such violation. If the suspected violation is not cured, CITY shall have the right to retain an independent consultant to inspect and test the subject facilities for such violation. If a violation is discovered, RECIPIENT shall pay for the cost of the independent consultant. g. The 2 CFR 200 Uniform Administrative Requirements, Cost Principals, and Audit Requirements for Federal Awards referenced in this Agreement are available at https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200 18. Relocation. a. RECIPIENT shall assure that it has taken all reasonable steps to minimize the displacement of persons (families, individuals, businesses, nonprofit organizations, and farms) as a result of this project and the Services rendered in pursuit thereof. b. A displaced person must be provided relocation assistance at the levels described in, and in accordance with, 49 CFR Part 24, which contains the government-wide regulations implementing the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA) (42 U.S.C. 4601-4655). 19. Further Assurances. a. This Agreement, when executed and delivered, shall constitute the legal, valid, and binding obligations of RECIPIENT enforceable against RECIPIENT in accordance with its respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and (b) the application of general principles of equity without the joiner of any other party. b. RECIPIENT represents and warrants as of the date hereof that RECIPIENT has obtained and, to the best of RECIPIENT’s knowledge, is in compliance with all federal, state, and local governmental reviews, consents, authorizations, approvals, and licenses presently required by law to be obtained by RECIPIENT for the ESG Agreement 2023 – 4/27/2023 15 Services as of the date hereof. c. In the performance of this Agreement, RECIPIENT shall promptly and faithfully comply with, conform to and obey the ACT and all amendments thereto, and shall maintain all facilities hereunder in compliance with building, health and safety codes. d. RECIPIENT shall be solely responsible and liable for any recapture or repayment obligation imposed by HUD due to any act or omission of RECIPIENT in pursuit hereof. e. RECIPIENT acknowledges that RECIPIENT, not the CITY, is responsible for determining applicability of and compliance with the ACT and all other applicable local, state, and federal laws including, but not limited to, any applicable provisions of the California Labor Code, Public Contract Code, and Government Code. The CITY makes no express or implied representation as to the applicability or inapplicability of any such laws to this Agreement or to the Parties’ respective rights or obligations hereunder including, but not limited to, competitive bidding, prevailing wage subcontractor listing, or similar or different matters. RECIPIENT further acknowledges that the CITY shall not be liable or responsible at law or in equity for any failure by RECIPIENT to comply with any such laws, regardless of whether the CITY knew or should have known of the need for such compliance, or whether the CITY failed to notify RECIPIENT of the need for such compliance. f. RECIPIENT agrees to comply with the CITY’s Fair Employment Practices and shall not employ discriminatory practices in the provision of the Services, employment of personnel, or in any other respect on the basis of race, color, creed, religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital status, status as a veteran with disabilities or veteran of the Vietnam era, medical condition, or physical or mental disability. ARTICLE 3 GENERAL PROVISIONS 20. Amendment. This Agreement shall not be modified except by written amendment approved by the CITY Council and signed by the parties. Where it is determined by the Administrator that there is a need to make any change in the Program, services to be performed, fiscal procedures and system, or the terms and conditions of this Agreement (including, without limitation, any changes necessary to comply with changes in federal, state, or local laws or regulations), refusal by RECIPIENT to accept the change is grounds for termination of this Agreement. Notwithstanding the foregoing, approval of the CITY Council is not required for (i) insubstantial adjustments in line items within the total approved budget, not affecting the total approved budget amount, approved by the Administrator in his/her sole discretion;(ii) insubstantial changes in the nature or scope of services specified in this Agreement approved by the Administrator in his/her sole discretion; (iii) changes to the insurance requirements specified in Exhibit E approved by CITY’s Risk Manager in his or her sole discretion, and (iv) an extension to the term of the Agreement, not to exceed six months, in Administrator’s sole discretion. 21. Public Information. RECIPIENT shall disclose all of its funding sources to ESG Agreement 2023 – 4/27/2023 16 CITY which, thereafter, will be public information. 22. Copyrights/Patents. a. If this Agreement results in a book or other copyrightable material, the author may seek any available copyright protection for the work unless a work for hire. CITY reserves a royalty-free, nonexclusive, irrevocable and assignable license to reproduce, publish, or otherwise use, and to authorize others to use, all copyrighted material and all material which can be copyrighted. b. Any discovery or invention arising out of or developed in the course of work aided by this Agreement, shall promptly and fully be reported to CITY for determination by CITY as to whether patent protection on such invention or discovery, including rights thereto under any patent issued thereon (reserved henceforth onto CITY), shall be imposed and administered, in order to protect the public interest. 23. Political Activity Prohibited. None of the funds, materials, property or services provided directly or indirectly under this Agreement shall be used for any political activity, or to further the election or defeat of any ballot measure or candidate for public office. 24. Lobbying Prohibited. None of the funds provided under this Agreement shall be used for publicity, lobbying or propaganda purposes designed to support or defeat legislation pending before any legislative body. 25. 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. It is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties. 26. Nondiscrimination. To the extent required by controlling federal, state and local law, RECIPIENT 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, RECIPIENT agrees as follows: a. RECIPIENT 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. RECIPIENT 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. RECIPIENT shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ESG Agreement 2023 – 4/27/2023 17 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 RECIPIENT’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. RECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. c. RECIPIENT will, in all solicitations or advertisements for employees placed by or on behalf of RECIPIENT 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. RECIPIENT 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 RECIPIENT’S commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 27. Independent Contractor. a. In the furnishing of the services provided for herein, RECIPIENT is acting as an independent contractor. Neither RECIPIENT, nor any of its officers, agents or employees shall be deemed an officer, agent, employee, joint venture, partner or associate of CITY for any purpose. CITY shall have no right to control or supervise or direct the manner or method by which RECIPIENT shall perform its work and functions. However, CITY shall retain the right to administer this Agreement so as to verify that RECIPIENT is performing its obligations in accordance with the terms and conditions thereof. b. This Agreement does not evidence a partnership or joint venture between RECIPIENT and CITY. RECIPIENT shall have no authority to bind CITY absent CITY’S express written consent. Except to the extent otherwise provided in this Agreement, RECIPIENT shall bear its own costs and expenses in pursuit thereof. c. Because of its status as an independent contractor, RECIPIENT and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to CITY employees. RECIPIENT shall be solely liable and responsible for providing to, or on behalf of, its employees all legally required employee benefits. In addition, RECIPIENT shall be solely responsible and save CITY harmless from all matters relating to payment of RECIPIENT’S employees, including, without limitation, compliance with Social Security withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, RECIPIENT may be providing services to others unrelated to CITY or to this Agreement. 28. 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 ESG Agreement 2023 – 4/27/2023 18 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. 29. 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. 30. Assignment. a. This Agreement is personal to RECIPIENT and there shall be no assignment by RECIPIENT of its rights or obligations under this Agreement without the prior written approval of the Administrator. Any attempted assignment by RECIPIENT, its successors or assigns, shall be null and void unless approved in writing by the Administrator. b. RECIPIENT hereby agrees not to assign the payment of any monies due RECIPIENT from CITY under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). CITY retains the right to pay any and all monies due RECIPIENT directly to RECIPIENT. 31. Compliance with Law. In providing the services required under this Agreement, RECIPIENT shall at all times comply with all applicable laws of the United States, the State of California and CITY, and with all applicable regulations promulgated by federal, state, regional or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the life of this Agreement. 32. 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. 33. 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. 34. 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. 35. 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. ESG Agreement 2023 – 4/27/2023 19 36. 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 any Party, but rather by construing the terms in accordance with their generally accepted meaning. 37. 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. 38. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement. 39. Precedence of Documents. The order of precedence of documents shall be: (1) Rules and Regulations of Federal Agencies relating to the source of funds for this project; (2) Permits from other agencies as may be required by law; (3) Supplemental Agreements or this Agreement the one dated later having precedence over another dated earlier; (4) ESG Policies and Procedures (5) General Conditions. Whenever any conflict appears in any portion of the Contract, it shall be resolved by application of the order of precedence. 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, are null and void. 40. 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. 41. 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. [SIGNATURE APPEAR ON NEXT PAGE] ESG Agreement 2023 – 4/27/2023 20 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: Georgeanne A. White, City Manager APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Tracy N. Parvanian Date Supervising Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Deputy [RECIPIENT NAME], [Legal Identity] 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) REVIEWED BY: Addresses: CITY: City of Fresno Attention: [Name] [Title] [Street Address] Fresno, CA [Zip] Phone: (559) [#] FAX: (559) [#] RECIPIENT: [Recipient Name] Attention: [Name] [Title] [Street Address] [City, State Zip] Phone: [area code and #] FAX: [area code and #] Attachments: 1. Exhibit A – Scope of Services 2. Exhibit B – Budget Summary 3. Exhibit C – ESG Quarterly Report 4. Exhibit D – Spending Plan 5. Exhibit E – Insurance Requirements 6. Exhibit F – Conflict of Interest Disclosure Form ESG Agreement 2023 – 4/27/2023 21 EXHIBIT A SCOPE OF SERVICES Agreement “Between” City of Fresno and [RECIPIENT NAME] Emergency Solutions Grant Project Title [INSERT SCOPE HERE] ESG Agreement 2023 – 4/27/2023 22 EXHIBIT B BUDGET SUMMARY Agreement “Between” City of Fresno and [RECIPIENT NAME] Emergency Solutions Grant Project Title [INSERT BUDGET HERE] ESG Agreement 2023 – 4/27/2023 23 EXHIBIT C ESG QUARTERLY REPORT Instructions: All blue background cells are to be locked on the base report template All gray background cells are to be locked on the base report template All green cells are to be locked after being filled in by P&D-HCD Staff All yellow background cells are to be left unlocked so that subrecipient can make entries Project Sponsor: Activity(s): RR Date of Contract Execution (mm/dd/xxxx) 01/00/00 Accomplishment Year (HUD Program Year) 2023 Period of Performance Start Date (mm/dd/xxxx) 01/00/00 Period of Performance End Date (mm/dd/xxxx) 01/00/00 Accomplishment Narrative: (Maximum 500 characters) Number of Persons Engaged Number of Persons Contacted Once 0 Number of Persons 2- 5 Contacts 0 Number of Persons 6-9 Contacts 0 Number of Persons 10 + Contacts 0 Total Persons Engaged 0 Number of Persons Served Total Number of Persons Served 0 Number of Adults (Age 18 or Over) 0 ESG Agreement 2023 – 4/27/2023 24 Number of Children (Under Age 18) 0 Number of Persons with Unknown Age 0 Total Persons Served 0 Persons Fleeing Domestic Violence Upon Entry Yes, Fleeing Domestic Violence 0 Not Fleeing Domestic Violence 0 Number of Veterans Served Without Children With Children and Adults Total Chronically Homeless Veteran 0 0 0 Non-Chronically Homeless Veteran 0 0 0 Total Veterans Served 0 Number of Stayovers from Prior Reporting Period Number of Stayovers from Prior Report Period 0 Number of Leavers Number of Leavers 0 Number of Adult Leavers 0 Number of Adult and Head of Household Leavers 0 Total Number of Leavers 0 Number of Stayers at End of Reporting Period Number of Stayers 0 Number of Adult Stayers 0 Total Number of Stayers 0 Length of Participation Leavers Stayers 0 to 7 days 0 0 8 to 14 days 0 0 15 to 21 days 0 0 22 to 30 days 0 0 31 to 60 days 0 0 61 to 90 days 0 0 91 to 180 days 0 0 181 to 365 days 0 0 366 to 730 days (1-2 Yrs) 0 0 731 to 1,095 days (2-3 Yrs) 0 0 1,096 to 1,460 days (3-4 Yrs) 0 0 1,461 to 1,825 days (4-5 Yrs) 0 0 More than 1,825 days (> 5 Yrs) 0 0 Data Not Collected 0 0 Total 0 0 Other Characterisitcs of Persons Served Number of Chronically Homeless Persons 0 Number of Youth Under Age 25 0 ESG Agreement 2023 – 4/27/2023 25 Number of Parenting Youth Under Age 25 with Children 0 Number of Adult Heads of Household 0 Number of Child and Unknown-Age Heads of Household 0 Expenditures Total ESG Expended (PYTD) $ - Street Outreach Expenditures $ - Rapid Rehousing Expend. $ - Emergency Shelter Expend. $ - Homeless Prevention Expend. $ - Report Prepared by: 0 Date Prepared For City Used Only: IDIS Activity ID #: Reviewed by: Date of review: ESG Agreement 2023 – 4/27/2023 26 EXHIBIT D SPENDING PLAN Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: MM/DD/YY MM/DD/YY MM/DD/YY ESG Program - TOTAL -$ -$ -$ -$ -$ ` Cumulative Expenditure -$ -$ -$ - Cumulative % Expended 0.0%0.0%0.0%0.0% Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: MM/DD/YY MM/DD/YY MM/DD/YY - -$ -$ -$ -$ ` Cumulative Expenditure -$ -$ -$ - Cumulative % Expended 0.0%0.0%0.0%0.0% Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: MM/DD/YY MM/DD/YY MM/DD/YY - -$ -$ -$ -$ ` Cumulative Expenditure -$ -$ -$ - Cumulative % Expended 0.0%0.0%0.0%0.0% Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: MM/DD/YY MM/DD/YY MM/DD/YY - -$ -$ -$ -$ ` Cumulative Expenditure -$ -$ -$ - Cumulative % Expended 0.0%0.0%0.0%0.0% Sum of Invoice Submissions for Meeting 25% Deadline Grant Use Award 100 % of Grant Sum of Invoice Submissions for Meeting 50% Deadline Sum of Invoice Submissions for Meeting 75% Deadline Sum of Invoice Submissions for Meeting 100% Deadline 25 % of Grant 50 % of Grant 75 % of Grant ESG Agreement 2023 – 4/27/2023 27 EXHIBIT E INSURANCE REQUIREMENTS Agreement “Between” City of Fresno And [RECIPIENT NAME] Emergency Solutions Grant Project Title MINIMUM SCOPE OF INSURANCE **needs to be inserted by RISK ESG Agreement 2023 – 4/27/2023 28 EXHIBIT F DISCLOSURE OF CONFLICT OF INTEREST Emergency Solutions Grant Project Title HOPWA Standard Agreement ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 1 AGREEMENT BETWEEN [PROJECT SPONSOR NAME] AND THE CITY OF FRESNO TO PROVIDE HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS GRANT SERVICES TO THE HOMELESS AND THOSE AT RISK OF BECOMING HOMELESS THIS AGREEMENT is made and entered into the [DAY] day of [MONTH], [YEAR], by and between the CITY OF FRESNO, a California municipal corporation (CITY), as a Recipient of the Housing Opportunities for Persons with AIDS (HOPWA) Grant and [PROJECT SPONSOR]. a California 501(c)(3) not-for-profit Corporation (PROJECT SPONSOR). CITY and PROJECT SPONSOR are sometimes hereinafter referred to individually as a Party and collectively as Parties. CITY has received a grant commitment from the United States Department of Housing and Urban Development (HUD) to administer and implement the Housing Opportunities for Persons with AIDS in the CITY of Fresno in accordance with the provisions of 24 CFR Part 574 et seq. and California law. The purpose of the HOPWA grant is to provide assistance for persons with HIV/AIDS who are homeless and those at risk of becoming homeless to quickly regain stability in permanent housing after experiencing a housing crisis and/or homelessness within the CITY. Then CITY issued a Notice of Funding Availability (NOFA) on [DATE], to solicit proposals with specific plans to provide eligible HOPWA services in the areas of outreach, emergency shelter, homeless prevention assistance to households who would otherwise become homeless, assistance to rapidly re-house persons who are homeless and related grant administration (up to 7.0% of award). The contract award is contingent upon the PROJECT SPONSOR meeting the requirements of 24 CFR Part 574 and other conditions herein. In response to the Letter of Interest, PROJECT SPONSOR submitted a Proposal which included a Scope of Work and cost proposal (Budget) as described in Exhibits A and B, respectively and represents it is capable and qualified to meet all the requirements of the Letter of Interest and this Agreement. CITY, in accordance with its 2020-2024 Consolidated Plan and Fiscal Year (FY) 2023-2024 Annual Action Plan, desires to provide HOPWA funds to PROJECT SPONSOR for activities and services, as more fully described in Exhibit A, Scope of Services, upon terms and conditions in this Agreement. Pursuant to CITY Resolution No. [RESOLUTION NUMBER] , the CITY Manager is authorized to execute HOPWA Agreements on behalf of the CITY that are within available allocated HOPWA funding, a standard for approved by the CITY Attorney. NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions and premises hereinafter combined to be kept and performed by the respective Parties, it is mutually agreed as follows: ARTICLE 1 DEFINITIONS. Wherever used in this Agreement or any of the contract documents, the following words shall have the meaning herein given, unless the context requires a different meaning. ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 2 “ACT” – 24 CFR Part 574 et seq. as revised by the Housing Opportunities for Persons with AIDS and Consolidated Plan Conforming Amendments Interim Rule, published in the Federal Register on December 5, 2011 (76 Fed. Reg. 75954). “Administrator” and “Contract Administrator” shall mean the Manager of the Housing and Community Development Division of the Planning and Development Department of CITY or his or her designee. “Bid Proposal” and “Proposal” shall mean PROJECT SPONSOR‘s response to the Letter of Interest including but not limited to the Budget, Scope of Work, certifications and all attachments and addenda. “Budget” shall mean PROJECT SPONSOR’s Cost Proposal submitted with the Bid Proposal. “CITY Manager” shall mean the CITY Manager of CITY. “Contract” or “Contract Documents” shall mean and refer to this Agreement including its exhibits and the NOFA and Bid Proposal with all attachments and addenda thereto. “HOPWA” shall mean Housing Opportunities for Persons with AIDS as set forth in the ACT. “General Conditions” or “General Requirements” shall mean the General Requirements contained in the NOFA. “Program” shall mean services designed to identify sheltered and unsheltered homeless persons, as well as those at risk of homelessness, and provide necessary help to those persons quickly regain stability in permanent housing after experiencing a housing crisis and/or homelessness within the parameters and requirements of the ACT and the HOPWA Policies and Procedures. “Program income” for the specific purpose of this Agreement shall be as defined in the ACT. Unless otherwise provided for in the ACT, program income shall include any and all gross income earned by or accruing to PROJECT SPONSOR in its pursuit hereof provided that the term program income does not include rebates, credits, discounts or refunds realized by PROJECT SPONSOR in its pursuit hereof. “Scope of Services or Services” shall mean those services submitted with PROJECT SPONSOR’s bid proposal to be offered in fulfillment of the Program and included in Exhibit A. 1. Contract Administration. This Agreement including all the Contract Documents shall be administered according to the order of precedence set forth herein for CITY by Administrator who shall be PROJECT SPONSOR’s point of contact and to whom PROJECT SPONSOR shall report. 2. Scope of Services. PROJECT SPONSOR shall provide the Program in conformity with the Contract Documents and perform to the satisfaction of CITY those services set forth in Exhibit A and services necessarily related or incidental thereto even though not expressly set forth therein. 3. Effective Date and Term of Agreement. It is the intent of the Parties that this Agreement be effective as of the date first set forth above as to all terms and conditions of the Agreement. Services of PROJECT SPONSOR shall commence as of [DATE], and ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 3 shall end [DATE], which shall be the term of this Agreement, unless terminated earlier as provided herein. Furthermore, the PROJECT SPONSOR will fully expend Program Year [YEAR] funds prior to the commencement of expending Program Year [YEAR] funds. The contract end dates may be extended three months after if funding has not yet been fully expended. 4. Compensation and Method of Payment. CITY shall pay PROJECT SPONSOR the aggregate sum of not to exceed [MONETARY AMOUNT] ($[MONETARY AMOUNT]) for satisfactory performance of the services rendered therefore and as set forth in Exhibit A attached hereto and incorporated herein. Compensation is based on actual expenditures incurred by PROJECT SPONSOR in accordance with the Budget set forth in Exhibit B. It is understood that all expenses incidental to PROJECT SPONSOR’s performance of services under this Agreement shall be borne by the PROJECT SPONSOR. If PROJECT SPONSOR should fail to comply with any provisions of this Agreement, CITY shall be relieved of its obligation for further compensation. Notwithstanding any payment provisions herein, PROJECT SPONSOR’s failure to timely and properly submit required records and reports set forth in this Agreement may be cause for the CITY to suspend or delay reimbursement payments to PROJECT SPONSOR. (a) Payments shall be made by the CITY to PROJECT SPONSOR in arrears, for services provided during the preceding month. Such payment by CITY shall be made in the normal course of business, within 30 days after the date of receipt by CITY of a correctly completed invoice in accordance with the provisions of this paragraph and shall be for the actual expenditures incurred by PROJECT SPONSOR in accordance with Exhibit B. Payments shall be made after receipt and verification of actual expenditures. All invoices are to be submitted CITY at the address given for notices on the signature page hereof or at such address the CITY may from time to time designate by written notice. (b) The Administrator may, in his or her sole discretion, agree in writing to revise the payment schedule in subsection (a), above, upon PROJECT SPONSOR’s showing that such will facilitate delivery of the services; provided, however, that total payments under this Agreement shall not exceed the total amount provided for in subsection (a), and any amounts advanced are authorized and appropriated for that fiscal year of the CITY covering the period for which an advance is proposed. (c) Any funds paid by CITY hereunder which remain unearned at the expiration or earlier termination of the Agreement shall be, and remain in trust, the property of CITY and shall be remitted to CITY within ten days of expiration or earlier termination of this Agreement. Any interest thereon must be credited to or returned to CITY. Upon any dissolution of PROJECT SPONSOR, all funds advanced pursuant to this Agreement and not expended shall be returned to CITY. (d) CITY will not be obligated to make any payments under this Agreement if the request for payment is received by the CITY more than sixty days after the date of termination of this Agreement or the date of expiration of this Agreement, whichever occurs first. (e) PROJECT SPONSOR understands and agrees that the availability of HOPWA Funding hereunder is subject to the control of HUD and should the HOPWA Funding be encumbered, withdrawn, or otherwise made unavailable to ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 4 CITY whether earned or promised to PROJECT SPONSOR and/or should CITY in any fiscal year hereunder fail to appropriate said funds, CITY shall not provide said funds to PROJECT SPONSOR unless and until they are made available for payment to CITY by HUD and CITY receives and appropriates said Funds. No other funds owned or controlled by CITY shall be obligated under this Agreement to the project(s). Should sufficient funds not be appropriated, the Services provided may be modified, or this Agreement terminated, at any time by the CITY as provided in section 10 below. (f) PROJECT SPONSOR shall use the funds provided by CITY solely for the purpose of providing the services required under subsection 2 (a) of this Agreement. 5. Progressive Expenditure and Request for Payment Deadlines. In order to expend the HUD HOPWA funding in a timely manner, the SUBRECIPIENT shall expend 25% of the Grant Award by [DATE]; 50% of the Grant Award by [DATE]; 75% of the Grant Award by [DATE]; and 100% of the Grant Award by [DATE]. SUBRECIPIENT shall make Progressive Reimbursement Request Deadlines of eligible HOPWA expenditures within 30 days of the respective Progressive Expenditure Deadlines. SUBRECIPIENT shall make reimbursement requests no later than 30 days after Progressive Expenditure Deadlines as follows: a request for reimbursement of an amount not less than 25% of the Grant Award’s allowed cost must be made by [DATE]; a request for reimbursement of an amount not less than 50% of the Grant Award’s allowed cost must be made by [DATE]; a request for reimbursement of an amount not less than 75% of the Grant Award’s allowed cost must be made by [DATE]; and a request for reimbursement of an amount not less than 100% of the Grant Award’s allowed cost must be made by [DATE]. Failure to meet the expenditure deadlines as outlined in Exhibit D will result in the recapture of an amount equal to the difference between the required expenditure by the applicable deadline and the actual expenditure by the deadline. 6. Matching Funds Not a Requirements of PROJECT SPONSOR. The HOPWA program does not require PROJECT SPONSOR to agree to match all HOPWA funding disbursed to it by CITY on a dollar-for-dollar basis. 7. Loss of Third-Party Funding. In the event any funding provided by a party other than CITY for the Program or services being performed by PROJECT SPONSOR is suspended, reduced or withdrawn, then Administrator may suspend this Agreement immediately upon its receipt of notice thereof, or terminate this Agreement as provided in Section 10 below. PROJECT SPONSOR shall notify CITY in writing within seven days if any of the following events occur: (a) Suspension, reduction or withdrawal of PROJECT SPONSOR'S funding by other funding source(s). (b) Addition or resignation of any of PROJECT SPONSOR'S Board of Director members. (c) Resignation or termination of any of PROJECT SPONSOR'S staff, including those staff not funded by this Agreement but essential to the delivery of the services listed in Exhibit A. (d) The Administrator may, in his or her sole discretion, stay such suspension of the Agreement for a period not to exceed thirty days to allow ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 5 PROJECT SPONSOR to either (i) submit a new service or funding plan for evaluation by Administrator who may accept or reject in his or her sole discretion, or (ii) complete an orderly phase out of services. If the Administrator accepts such new service or funding plan, then such plan will be subject to the requirements in Section 14 below. 8. Disposition of Program Income. Absent the CITY’s written consent, any program income generated hereunder shall be used to reduce the CITY’s reimbursement obligations hereunder, or in the absence thereof promptly remitted entirely to the CITY. 9. Events of Default. When in the opinion of 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. (a) An illegal or improper use of funds. (b) A failure to comply with any term, covenant or condition of this Agreement. (c) Report(s) are submitted to CITY which are incorrect or incomplete in any material respect. (d) The services required hereunder are incapable of or are improperly being performed by PROJECT SPONSOR. (e) Refusal of PROJECT SPONSOR to accept change under Section 17 (f) PROJECT SPONSOR fails to maintain any required insurance. (g) There is a loss of third-party funding (see Section 7 above). (h) PROJECT SPONSOR files, or has filed against it, a petition of bankruptcy, insolvency, or similar law, state or federal, of filing any petition or answer seeking, consenting to, or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief, where such petition shall not have been vacated within fourteen days; or if adjudicated bankrupt or insolvent, under any present or future statute, law, regulation under state or federal law, and judgment or decree is not vacated or set aside within fourteen days. (i) PROJECT SPONSOR’s failure, inability or admission in writing of its inability to pay its debts as they become due or PROJECT SPONSOR’s assignment for the benefit of creditors. (j) A receiver, trustee, or liquidator being appointed for PROJECT SPONSOR or any substantial part of PROJECT SPONSOR’s assets or properties, and not removed within ten days. (k) PROJECT SPONSOR’s breach of any other material condition, covenant, warranty, promise or representation contained in this Agreement not otherwise identified within this Section. 10. Termination and Remedies. Upon the occurrence of an Event of Default, CITY shall give written notice PROJECT SPONSOR 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 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, provided, however ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 6 that if such failure cannot be remedied in such time, PROJECT SPONSOR shall have an additional thirty days to remedy such failure so long as PROJECT SPONSOR is diligently and in good faith pursuing such remedy. (a) This Agreement shall terminate without any liability of CITY to PROJECT SPONSOR upon the earlier of: (i) the happening of an Event of Default by PROJECT SPONSOR and a failure to cure said Event of Default within the time specified in the notice of Event of Default; (ii) seven calendar days prior written notice without cause by CITY to PROJECT SPONSOR; (iii) 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 services provided by PROJECT SPONSOR; or (iv) expiration of this Agreement. (b) Immediately upon any termination or expiration of this Agreement, PROJECT SPONSOR shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to CITY any and all unearned payments and all properties and materials in the possession of PROJECT SPONSOR that are owned by CITY. Subject to the terms of this Agreement, PROJECT SPONSOR shall be paid compensation for services satisfactorily performed prior to the effective date of termination. PROJECT SPONSOR shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided. (c) Upon any breach of this Agreement by PROJECT SPONSOR, 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 CITY improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. (d) In no event shall any payment by CITY pursuant to this Agreement constitute a waiver by CITY of any breach of this Agreement or any default which may then exist on the part of PROJECT SPONSOR, nor shall such payment impair or prejudice any remedy available to CITY with respect to the breach or default. (e) CITY expressly reserves the right to demand of PROJECT SPONSOR the repayment to CITY of any funds disbursed to PROJECT SPONSOR under this Agreement which, in the judgment of CITY, were not expended in accordance with the terms of this Agreement, and PROJECT SPONSOR agrees to promptly refund any such funds within 10 days of CITY’S written demand. 11. Indemnification. To the furthest extent allowed by law, PROJECT SPONSOR 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 PROJECT SPONSOR, its principals, officers, employees, agents or volunteers in the performance of this Agreement. ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 7 If PROJECT SPONSOR should subcontract all or any portion of the services to be performed under this Agreement, PROJECT SPONSOR 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 expiration or termination of this Agreement. 12. Insurance. (a) Throughout the life of this Agreement, PROJECT SPONSOR shall pay for and maintain in full force and effect all insurance as required in Exhibit C or as may be authorized in writing by CITY'S Risk Manager or his or her designee at any time and in his or her sole discretion. (b) If at any time during the life of the Agreement or any extension, PROJECT SPONSOR 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 PROJECT SPONSOR 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 PROJECT SPONSOR 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 PROJECT SPONSOR shall not be deemed to release or diminish the liability of PROJECT SPONSOR, 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 PROJECT SPONSOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of PROJECT SPONSOR, its principals, officers, agents, employees, persons under the supervision of PROJECT SPONSOR, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. (d) Upon request of CITY, PROJECT SPONSOR 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. (e) If PROJECT SPONSOR should subcontract all or any portion of the services to be performed under this Agreement, PROJECT SPONSOR shall require each subcontractor to provide insurance protection in favor of CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of this section, except that any required certificates and applicable endorsements shall be on file with PROJECT SPONSOR and CITY prior to the commencement of any services by the subcontractor. ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 8 13. On-Site Monitoring. Authorized representatives of HUD and/or the CITY shall have the right to monitor the PROJECT SPONSOR’s performance under this Agreement. Such monitoring may include inspection activities, review of records, and attendance at meetings: PROJECT SPONSOR shall reasonably make its facilities, books, records, reports and accounts available for CITY’s inspection in pursuit hereof. This section 13 shall survive termination or expiration of this Agreement. 14. Records, Reports and Inspection. (a) PROJECT SPONSOR shall establish and maintain records in accordance with all requirements prescribed by CITY, HUD and generally accepted accounting principles, with respect to all matters covered by this Agreement. As applicable, PROJECT SPONSOR shall comply with all applicable requirements of 2 CFR PART 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, including the provision of a single audit (generally applicable where funding from all federal sources in any fiscal year exceeds $750,000), and to such extent shall submit to the CITY any applicable auditor’s reports and audited financial statements no later than three months after the PROJECT SPONSOR’s fiscal year end. PROJECT SPONSOR shall comply with applicable portions of 24 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. PROJECT SPONSOR shall be responsible for determining the applicability of the foregoing: (i) On a quarterly basis, PROJECT SPONSOR shall submit to CITY, on a form attached as Exhibit E – Quarterly HOPWA Report, a performance report submitted within thirty days of the close of each quarter of the fiscal year for the duration hereof, absent CITY’s prior written consent in cases of unusual circumstances as determined in the sole discretion of the CITY. PROJECT SPONSOR shall ensure the HOPWA grant funds provided by GRANTEE are clearly identified as a subaward and include the following information: • PROJECT SPONSOR NAME: • PROJECT SPONSOR ID (UEI #): • Federal Award Identification Number (HOPWA Grant #) • Federal Award Date: • Period of Performance: • Federal Funds Obligated by this Agreement: • Total Federal Funds Obligated to PROJECT SPONSOR: • Total Amount of the Federal Award: • Federal Award project description: • Name of Federal awarding agency: Dept. of Housing Urban Development • Name of pass-through entity: CITY of Fresno, California • Award Official Contact Information: Name and Address • CFDA Number: 14.241 • CFDA Name: Housing Opportunities for Persons with AIDS • Identification of R&D: No ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 9 • Indirect cost rate for the Federal award: Up to 7% of combined administrative and indirect cost rate allowed by CITY of Fresno (ii) PROJECT SPONSOR shall maintain all records required by the Federal regulations specified in 24 CFR 574.530 (iii) PROJECT SPONSOR shall retain such records for a period of four years after receipt of the final payment under this Agreement or the earlier termination of this Agreement, whichever occurs later. The records retention period may be extended whenever: a. Any litigation, claim, or audit is started before the expiration of the five-year period, the records must be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken. b. The PROJECT SPONSOR is notified in writing by the CITY to extend the retention period. (b) All costs shall be supported by properly executed payrolls, time records, invoices, contracts, vouchers, orders, or any other accounting documents pertaining in whole or in part to this Agreement and they shall be clearly identified and readily accessible to CITY. (c) During the life of this Agreement and for a period of five years after receipt of the final payment under this Agreement or the earlier termination of this Agreement, whichever occurs later, PROJECT SPONSOR shall, at any time during normal business hours and as often as CITY and/or HUD or the authorized representative of either CITY or HUD may deem necessary, make available to them or any one of them, within the CITY of Fresno, such statements, records, reports, data and information as they may request pertaining to matters covered by this Agreement and permit them or any one of them to audit and inspect all records, invoices, materials, payrolls, records of personnel, conditions of employment, and other data relating to all matters covered by this Agreement. PROJECT SPONSOR shall also permit and cooperate with on-site monitoring and personal interviews of participants, PROJECT SPONSOR'S staff, and employees by Administrator and other CITY and/or HUD representatives. (d) The PROJECT SPONSOR is required to submit the HOPWA Consolidated Annual Performance and Evaluation Report (CAPER) on Form HUD- 40110-D attached hereto as Exhibit G. (e) PROJECT SPONSOR shall provide reports consistent with HUD reporting requirements at 24 CFR 91.520, including the number of individuals assisted and the types of assistance provided, as well as data on emergency transfers requested under 24 CFR 5.2005(e), pertaining to victims of domestic violence, dating violence, sexual assault, or stalking, including data on the outcomes of such requests. This Section 14 shall survive expiration or termination of this Agreement. 15. Subawards. The PROJECT SPONSOR shall not enter into subawards for any work contemplated under the Agreement without first obtaining the CITY’s written approval of any subaward and the form of subaward agreement. ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 10 (a) An executed copy of every such subcontract approved by the Administrator shall be provided to CITY prior to implementation for retention in CITY's files. (b) PROJECT SPONSOR is responsible to CITY for the proper performance of any subcontract. No such subcontract shall relieve PROJECT SPONSOR of its obligations under this Agreement. (c) Any subcontract shall be subject to all the terms and conditions of this Agreement. (d) No officer or director of PROJECT SPONSOR shall have any direct or indirect financial interest in any subcontract made by PROJECT SPONSOR or in any loan, purchase of property, or any other arrangement made by PROJECT SPONSOR, by whatever name known. 16. Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S execution of this Agreement, PROJECT SPONSOR shall complete a CITY of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit D. During the term of this Agreement, PROJECT SPONSOR shall have the obligation and duty to immediately notify CITY in writing of any change to the information provided by PROJECT SPONSOR in such statement. (b) PROJECT SPONSOR shall comply, and require its subcontractors to comply, with all applicable federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et seq., the California Political Reform Act (California Government Code Section 87100 et seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et seq.). At any time, upon written request of CITY, PROJECT SPONSOR shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, PROJECT SPONSOR and the respective subcontractor(s) are in full compliance with all laws and regulations. PROJECT SPONSOR 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, PROJECT SPONSOR shall immediately notify CITY of these facts in writing. (c) In performing the work or services to be provided hereunder, PROJECT SPONSOR shall not employ or retain the services of any person while such person either is employed by CITY or is a member of any CITY council, commission, board, committee, or similar CITY body or within one year of their termination therefrom. This requirement may be waived in writing by the CITY Manager, if no actual or potential conflict is involved. (d) PROJECT SPONSOR 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. ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 11 ARTICLE 2 FEDERAL REQUIREMENTS 17. PROJECT SPONSOR warrants, covenants and agrees, for itself and its contractors and subcontractors of all tiers, that it shall comply with all applicable requirements of the Lead-Based Paint Poisoning Prevention Act of 42 U.S.C. 4821 et seq., 24 CFR Part 35 and 24 CFR 982.401(j). In this regard PROJECT SPONSOR shall be responsible for all inspection, testing and abatement activities. (a) The requirements, as applicable, of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851-4856) and implementing regulations at 24 CFR Part 35. In addition, the following requirements relating to inspection and abatement of defective lead-based paint surfaces must be satisfied: (1) Treatment of defective paint surfaces must be performed before final inspection and approval of the renovation, rehabilitation or conversion activity under this part; and (2) Appropriate action must be taken to protect shelter occupants from the hazards associated with lead-based paint abatement procedures. (b) The PROJECT SPONSOR agrees to comply with all applicable requirements of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) as amended and HUD implementing regulation 24 CFR Part 8. (c) PROJECT SPONSOR agrees to comply with the federal requirements set forth in 24 CFR Part 5, except as explicitly modified below, and use of HOPWA grant amounts must comply with the following requirements: (a) Nondiscrimination and equal opportunity. The nondiscrimination and equal opportunity requirements at 24 CFR Part 5 are modified as follows: (i) Rehabilitation Act requirements. HUD’s regulations at 24 CFR Part 8 implement section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) as amended. For purposes of the emergency shelter grants program, the term dwelling units in 24 CFR Part 8 shall include sleeping accommodations. (ii) PROJECT SPONSOR shall make known that use of the facilities and Services are available to all on a nondiscriminatory basis. If the procedures that the PROJECT SPONSOR intends to use to make known the availability of the facilities and Services are unlikely to reach persons of any particular race, color, religion, sex, age, national origin, familial status, or disability who may qualify for such facilities and Services, the PROJECT SPONSOR must establish additional procedures that will ensure that such persons are made aware of the facilities and Services. The PROJECT SPONSOR must also adopt procedures which will make available to interested persons information concerning the location of Services and facilities that are accessible to persons with disabilities. (iii) The PROJECT SPONSOR shall be responsible for complying with requirements of 200 PART 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as they relate to the acceptance and use of HOPWA grant amounts by private nonprofit organizations. ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 12 (d) The PROJECT SPONSOR will be responsible for all aspects project contract award and management including the advertising for bids and shall award the contract to the lowest responsible and responsible bidder. The PROJECT SPONSOR shall verify with the Labor Relations and Equal Opportunity Division of the HUD Area Office that the low bidder has not been debarred or suspended from participating in federal projects. (e) PROJECT SPONSOR warrants, covenants and agrees that it shall perform the Services in a manner that does not engage in inherently religious activities and that does not engage in any prohibited activities described in 24 CFR 574. Without limitation, PROJECT SPONSOR shall not unlawfully discriminate on the basis of religion and shall not provide religious instruction or counseling, conduct religious services or worship, engage in religious proselytizing, or exert other religious influence in pursuit hereof. Subject to the foregoing, PROJECT SPONSOR does not intend to utilize HOPWA funding to construct, rehabilitate or convert facilities owned primarily by religious organizations or to assist primarily religious organizations in acquiring or leasing facilities to the extent prohibited in 24 CFR 574. (f) PROJECT SPONSOR shall perform the Services in compliance with, and not to cause or permit the Services to be in violation of, any existing or future environmental law, rule, regulation, ordinance, or statute. PROJECT SPONSOR agrees that, if CITY has reasonable grounds to suspect any such violation, PROJECT SPONSOR shall be entitled to thirty days’ notice and opportunity to cure such violation. If the suspected violation is not cured, CITY shall have the right to retain an independent consultant to inspect and test the subject facilities for such violation. If a violation is discovered, PROJECT SPONSOR shall pay for the cost of the independent consultant. (g) Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR 200, is available at https://www.ecfr.gov/current/title-2/part-200 18. Relocation. (a) PROJECT SPONSOR shall assure that it has taken all reasonable steps to minimize the displacement of persons (families, individuals, businesses, nonprofit organizations, and farms) as a result of this project and the Services rendered in pursuit thereof. (b) A displaced person must be provided relocation assistance at the levels described in, and in accordance with, 49 CFR Part 24, which contains the government-wide regulations implementing the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA) (42 U.S.C. 4601-4655). 19. Further Assurances. (a) This Agreement, when executed and delivered, shall constitute the legal, valid, and binding obligations of PROJECT SPONSOR enforceable against PROJECT SPONSOR in accordance with its respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws of general applicability affecting ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 13 the enforcement of creditors’ rights generally and (b) the application of general principles of equity without the joiner of any other party. (b) PROJECT SPONSOR represents and warrants as of the date hereof that PROJECT SPONSOR has obtained and, to the best of PROJECT SPONSOR’s knowledge, is in compliance with all federal, state, and local governmental reviews, consents, authorizations, approvals, and licenses presently required by law to be obtained by PROJECT SPONSOR for the Services as of the date hereof. (c) In the performance of this Agreement, PROJECT SPONSOR shall promptly and faithfully comply with, conform to and obey the ACT and all amendments thereto, and shall maintain all facilities hereunder in compliance with building, health and safety codes. (d) PROJECT SPONSOR shall be solely responsible and liable for any recapture or repayment obligation imposed by HUD due to any act or omission of PROJECT SPONSOR in pursuit hereof. (e) PROJECT SPONSOR acknowledges that PROJECT SPONSOR, not the CITY, is responsible for determining applicability of and compliance with the ACT and all other applicable local, state, and federal laws including, but not limited to, any applicable provisions of the California Labor Code, Public Contract Code, and Government Code. The CITY makes no express or implied representation as to the applicability or inapplicability of any such laws to this Agreement or to the Parties’ respective rights or obligations hereunder including, but not limited to, competitive bidding, prevailing wage subcontractor listing, or similar or different matters. PROJECT SPONSOR further acknowledges that the CITY shall not be liable or responsible at law or in equity for any failure by PROJECT SPONSOR to comply with any such laws, regardless of whether the CITY knew or should have known of the need for such compliance, or whether the CITY failed to notify PROJECT SPONSOR of the need for such compliance. (f) PROJECT SPONSOR agrees to comply with the CITY’s Fair Employment Practices and shall not employ discriminatory practices in the provision of the Services, employment of personnel, or in any other respect on the basis of race, color, creed, religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital status, status as a veteran with disabilities or veteran of the Vietnam era, medical condition, or physical or mental disability. During the performance of this Agreement, PROJECT SPONSOR agrees as follows: (i) PROJECT SPONSOR will comply with all laws and regulations, as applicable. No person in the United States shall, on the grounds of race, color, creed, religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital status, status as a disabled veteran or veteran of the Vietnam era, medical condition, or physical or mental disability 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. (ii) PROJECT SPONSOR will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, sexual preference, national origin, ancestry, ethnicity, age, ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 14 marital status, and status as a disabled veteran or veteran of the Vietnam era, medical condition, or physical or mental disability. PROJECT SPONSOR shall take affirmative action to ensure that applicants are employed, and the employees are treated during employment, without regard to their race, color, creed, religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital status, status as a disabled veteran or veteran of the Vietnam era, medical condition, or physical or mental disability. 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. PROJECT SPONSOR agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (iii) PROJECT SPONSOR will, in all solicitations or advertisements for employees placed by or on behalf of PROJECT SPONSOR, state that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital status, status as a disabled veteran or veteran of the Vietnam era, medical condition, or physical or mental disability. (iv) PROJECT SPONSOR 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 PROJECT SPONSOR’s commitment under this Section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. ARTICLE 3 GENERAL PROVISIONS 20. Amendment. This Agreement shall not be modified except by written amendment approved by the CITY Council and signed by the parties. Where it is determined by the Administrator that there is a need to make any change in the Program, services to be performed, fiscal procedures and system, or the terms and conditions of this Agreement (including, without limitation, any changes necessary to comply with changes in federal, state, or local laws or regulations), refusal by PROJECT SPONSOR to accept the change is grounds for termination of this Agreement. Notwithstanding the foregoing, approval of the CITY Council is not required for (i) insubstantial adjustments in line items within the total approved budget, not affecting the total approved budget amount, approved by the Administrator in his/her sole discretion; (ii) insubstantial changes in the nature or scope of services specified in this Agreement approved by the Administrator in his/her sole discretion; (iii) changes to the insurance requirements specified in Exhibit C approved by CITY’s Risk Manager in his or her sole discretion, and (iv) an extension to the term of the Agreement, not to exceed six months, in Administrator’s sole discretion. 21. Public Information. PROJECT SPONSOR shall disclose all of its funding sources to CITY which, thereafter, will be public information. ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 15 22. Copyrights/Patents. (a) If this Agreement results in a book or other copyrightable material, the author may seek any available copyright protection for the work unless a work for hire. CITY reserves a royalty-free, nonexclusive, irrevocable and assignable license to reproduce, publish, or otherwise use, and to authorize others to use, all copyrighted material and all material which can be copyrighted. (b) Any discovery or invention arising out of or developed in the course of work aided by this Agreement, shall promptly and fully be reported to CITY for determination by CITY as to whether patent protection on such invention or discovery, including rights thereto under any patent issued thereon (reserved henceforth onto CITY), shall be imposed and administered, in order to protect the public interest. 23. Political Activity Prohibited. None of the funds, materials, property or services provided directly or indirectly under this Agreement shall be used for any political activity, or to further the election or defeat of any ballot measure or candidate for public office. 24. Lobbying Prohibited. None of the funds provided under this Agreement shall be used for publicity, lobbying or propaganda purposes designed to support or defeat legislation pending before any legislative body. 25. 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. It is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties. 26. Independent Contractor (a) In the furnishing of the services provided for herein, PROJECT SPONSOR is acting as an independent contractor. Neither PROJECT SPONSOR, nor any of its officers, agents, or employees shall be deemed an office, agent, employee, joint venture, partner or associate of CITY for any purpose. CITY shall have no right to control or supervise or direct the manner or method by which PROJECT SPONSOR shall perform its work and functions. However, CITY shall retain the right to administer this Agreement so as to verify that PROJECT SPONSOR is performing its obligations in accordance with the terms and conditions thereof. (b) This Agreement does not evidence a partnership or joint venture between PROJECT SPONSOR and CITY. PROJECT SPONSOR shall have no authority to bind CITY absent CITY’S express written consent. Except to the extent otherwise provided in this Agreement, PROJECT SPONSOR shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, PROJECT SPONSOR and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to CITY employees. PROJECT SPONSOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally required employee benefits. In addition, PROJECT SPONSOR shall be solely responsible and save CITY harmless from all matters relating to payment of PROJECT SPONSOR’S employees, including, without ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 16 limitation, compliance with Social Security withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, PROJECT SPONSOR may be providing services to others unrelated to CITY or to this Agreement. 27. 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. 28. 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. 29. Assignment. (a) This Agreement is personal to PROJECT SPONSOR and there shall be no assignment by PROJECT SPONSOR of its rights or obligations under this Agreement without the prior written approval of the Administrator. Any attempted assignment by PROJECT SPONSOR, its successors or assigns, shall be null and void unless approved in writing by the Administrator. (b) PROJECT SPONSOR hereby agrees not to assign the payment of any monies due PROJECT SPONSOR from CITY under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). CITY retains the right to pay any and all monies due PROJECT SPONSOR directly to PROJECT SPONSOR. 30. Compliance with Law. In providing the services required under this Agreement, PROJECT SPONSOR shall at all times comply with all applicable laws of the United States, the State of California and CITY, and with all applicable regulations promulgated by federal, state, regional or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the life of this Agreement. 31. 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. 32. 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. ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 17 33. 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. 34. 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. 35. 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 any Party, but rather by construing the terms in accordance with their generally accepted meaning. 36. 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. 37. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement. 38. Precedence of Documents. The order of precedence of documents shall be: (1) Rules and Regulations of Federal Agencies relating to the source of funds for this project; (2) Permits from other agencies as may be required by law; (3) Supplemental Agreements or this Agreement the one dated later having precedence over another dated earlier; (4) HOPWA Policies and Procedures (5) General Conditions. Whenever any conflict appears in any portion of the Contract, it shall be resolved by application of the order of precedence. 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, are null and void. 39. 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. 40. 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. [SIGNATURES ON FOLLOWING PAGE] ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 18 IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a municipal corporation By: Georgeanne A. White, City Manager Date: APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Tracy N. Parvanian Date Supervising Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Deputy Addresses: CITY: City of Fresno Attention: [Name] Housing and Community Development Manager 2600 Fresno Street, CH3N 3065 Fresno, CA 93721 Phone: (559) 621-8003 [PROJECT SPONSOR NAME] [LEGAL IDENTITY] By: NAME] [TITLE] (Attach Notary Certificate of Acknowledgement Date: By: Name: Title: (Attach Notary Certificate of Acknowledgement Date: PROJECT SPONSOR: [Project Sponsor] Attention: [Name] [Title] [Street Address] [City, State Zip] Phone: [area code and #] FAX: [area code and #] Attachments: 1. Exhibit A – Scope of Services 2. Exhibit B – Budget Summary 3. Exhibit C – Insurance Requirements 4. Exhibit D – Conflict of Interest Disclosure Form 5. Exhibit E – Quarterly HOPWA Report 6. Exhibit F – Spending Plan 7. Exhibit G – Annual HOPWA CAPER, Form HUD-40110-D ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 19 EXHIBIT A SCOPE OF SERVICES Agreement Between the City of Fresno and [PROJECT SPONSOR NAME] HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS (HOPWA) [ ] ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 20 EXHIBIT B BUDGET SUMMARY Agreement Between City of Fresno and [PROJECT SPONSOR NAME] HOUSING OPPORTUNITIES for PERSONS WITH AIDS (HOPWA) ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 21 EXHIBIT C INSURANCE REQUIREMENTS Agreement Between City of Fresno and [PROJECT SPONSOR NAME] HOUSING OPPORTUNITIES for PERSONS WITH AIDS (HOPWA) MINIMUM SCOPE OF INSURANCE ***will need to be inserted by RISK ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 22 EXHIBIT D DISCLOSURE OF CONFLICT OF INTEREST HOUSING OPPORTUNITIES for PERSONS WITH AIDS (HOPWA) ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 23 EXHIBIT E QUARTERLY HOPWA REPORT ______________________________________________________________________________ HOPWA Agreement 4/27/2023 Page 24 EXHIBIT F SPENDING PLAN Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: MM/DD/YY MM/DD/YY MM/DD/YY ESG Program - TOTAL -$ -$ -$ -$ -$ ` Cumulative Expenditure -$ -$ -$ - Cumulative % Expended 0.0%0.0%0.0%0.0% Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: MM/DD/YY MM/DD/YY MM/DD/YY - -$ -$ -$ -$ ` Cumulative Expenditure -$ -$ -$ - Cumulative % Expended 0.0%0.0%0.0%0.0% Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: MM/DD/YY MM/DD/YY MM/DD/YY - -$ -$ -$ -$ ` Cumulative Expenditure -$ -$ -$ - Cumulative % Expended 0.0%0.0%0.0%0.0% Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: Expected Invoice Submission by MM/DD/YY for Month Ending: MM/DD/YY MM/DD/YY MM/DD/YY - -$ -$ -$ -$ ` Cumulative Expenditure -$ -$ -$ - Cumulative % Expended 0.0%0.0%0.0%0.0% Sum of Invoice Submissions for Meeting 25% Deadline Grant Use Award 100 % of Grant Sum of Invoice Submissions for Meeting 50% Deadline Sum of Invoice Submissions for Meeting 75% Deadline Sum of Invoice Submissions for Meeting 100% Deadline 25 % of Grant 50 % of Grant 75 % of Grant ______________________________________________________________________________ HOPWA Agreement 4/27/2023 form HUD-40110-D (Expiration Date: 11/30/2023) OMB Approval No. 2506-0133 EXHIBIT G Annual HOPWA CAPER, Form HUD-40110-D Housing Opportunities for Persons With AIDS (HOPWA) Program Consolidated Annual Performance and Evaluation Report (CAPER) Measuring Performance Outcomes OMB Number 2506-0133 (Expiration Date: 11/30/2023) The CAPER report for HOPWA formula grantees provides annual information on program accomplishments that supports program evaluation and the ability to measure program beneficiary outcomes as related to: maintain housing stability; prevent homelessness; and improve access to care and support. This information is also covered under the Consolidated Plan Management Process (CPMP) report and includes Narrative Responses and Performance Charts required under the Consolidated Planning regulations. Reporting is required for all HOPWA formula grantees. The public reporting burden for the collection of information is estimated to average 41 hours per manual response, or less if an automated data collection and retrieval system is in use, along with 60 hours for record keeping, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. HUD’s requirements for reports submitted by HOPWA formula grantees are supported by 42 U.S.C. § 12911 and HUD’s regulations at 24 CFR § 574.520(a). Grantees are required to report on the activities undertaken only, thus there may be components of these reporting requirements that may not be applicable. This agency may not conduct or sponsor, and a person is not required to respond to a collection of information unless that collection displays a valid OMB control number. While confidentiality is not assured, HUD generally only releases this information as required or permitted by law. ______________________________________________________________________________ HOPWA Agreement 4/27/2023 form HUD-40110-D (Expiration Date: 11/30/2023) OMB Approval No. 2506-0133 Overview. The Consolidated Annual Performance and Evaluation Report (CAPER) provides annual performance reporting on client outputs and outcomes that enables an assessment of grantee performance in achieving the housing stability outcome measure. The CAPER fulfills statutory and regulatory program reporting requirements and provides the grantee and HUD with the necessary information to assess the overall program performance and accomplishments against planned goals and objectives. HOPWA formula grantees are required to submit a CAPER demonstrating coordination with other Consolidated Plan resources. HUD uses the CAPER data to obtain essential information on grant activities, project sponsors,, housing sites, units and households, and beneficiaries (which includes racial and ethnic data on program participants). The Consolidated Plan Management Process tool (CPMP) provides an optional tool to integrate the reporting of HOPWA specific activities with other planning and reporting on Consolidated Plan activities. Table of Contents PART 1: Grantee Executive Summary 1. Grantee Information 2. Project Sponsor Information 5. Grantee Narrative and Performance Assessment a. Grantee and Community Overview b. Annual Performance under the Action Plan c. Barriers or Trends Overview PART 2: Sources of Leveraging and Program Income 1. Sources of Leveraging 2. Program Income and Resident Rent Payments PART 3: Accomplishment Data: Planned Goals and Actual Outputs PART 4: Summary of Performance Outcomes 1. Housing Stability: Permanent Housing and Related Facilities 2. Prevention of Homelessness: Short-Term Housing Payments 3. Access to Care and Support: Housing Subsidy Assistance with Supportive Services PART 5: Worksheet - Determining Housing Stability Outcomes PART 6: Annual Report of Continued Use for HOPWA Facility- Based Stewardship Units (Only) PART 7: Summary Overview of Grant Activities A. Information on Individuals, Beneficiaries and Households Receiving HOPWA Housing Subsidy Assistance (TBRA, STRMU, PHP, Facility Based Units, Master Leased Units ONLY) B. Facility-Based Housing Assistance Continued Use Periods. Grantees that used HOPWA funding for new construction, acquisition, or substantial rehabilitation of a building or structure are required to operate the building or structure for HOPWA-eligible beneficiaries for a ten (10) years period. If no further HOPWA funds are used to support the facility, in place of completing Section 7B of the CAPER, the grantee must submit an Annual Report of Continued Project Operation throughout the required use periods. This report is included in Part 6 in CAPER. The required use period is three (3) years if the rehabilitation is non-substantial. Record Keeping. Names and other individual information must be kept confidential, as required by 24 CFR 574.440. However, HUD reserves the right to review the information used to complete this report for grants management oversight purposes, except for recording any names and other identifying information. In the case that HUD must review client-level data, no client names or identifying information will be retained or recorded. Information is reported in aggregate to HUD without personal identification. Do not submit client or personal information in data systems to HUD. In connection with the development of the Department’s standards for Homeless Management Information Systems (HMIS), universal data elements are being collected for clients of HOPWA-funded homeless assistance projects. These project sponsor records would include: Name, Social Security Number, Date of Birth, Ethnicity and Race, Gender, Veteran Status, Disabling Conditions, Residence Prior to Program Entry, Zip Code of Last Permanent Address, Housing Status, Program Entry Date, Program Exit Date, Personal Identification Number, and Household Identification Number. These are intended to match the elements under HMIS. The HOPWA program-level data elements include: Income and Sources, Non-Cash Benefits, HIV/AIDS Status, Services Provided, Housing Status or Destination at the end of the operating year, Physical Disability, Developmental Disability, Chronic Health Condition, Mental Health, Substance Abuse, Domestic Violence, Medical Assistance, and T-cell Count. Other HOPWA projects sponsors may also benefit from collecting these data elements. HMIS local data systems must maintain client confidentiality by using a closed system in which medical information and HIV status are only shared with providers that have a direct involvement in the client’s case management, treatment and care, in line with the signed release of information from the client. Operating Year. HOPWA formula grants are annually awarded for a three-year period of performance with three operating years. The information contained in this CAPER must represent a one-year period of HOPWA program operation that coincides with the grantee’s program year; this is the operating year. More than one HOPWA formula grant awarded to the same grantee may be used during an operating year and the CAPER must capture all formula grant funding used during the operating year. Project sponsor accomplishment information must also coincide with the operating year this CAPER covers. Any change to the period of performance requires the approval of HUD by amendment, such as an extension for an additional operating year. Final Assembly of Report. After the entire report is assembled, number each page sequentially. Filing Requirements. Within 90 days of the completion of each program year, grantees must submit their completed CAPER to the CPD Director in the grantee’s State or Local HUD Field Office, and to the HOPWA Program Office: at HOPWA@hud.gov. Electronic submission to HOPWA Program office is preferred; however, if electronic submission is not possible, hard copies can be mailed to: Office of HIV/AIDS Housing, Room 7248, U.S. Department of Housing and Urban Development, 451 Seventh Street, SW, Washington, D.C., 20410. Definitions Adjustment for Duplication: Enables the calculation of unduplicated output totals by accounting for the total number of households or units that received more than one type of HOPWA assistance in a given service category such as HOPWA Subsidy Assistance or Supportive Services. For example, if a client household received both TBRA and STRMU during the operating year, report that household in the category of HOPWA Housing Subsidy Assistance in Part 3, Chart 1, Column [1b] in the following manner: HOPWA Housing Subsidy Assistance [1] Outputs: Number of Households 1. Tenant-Based Rental Assistance 1 2a. Permanent Housing Facilities: Received Operating Subsidies/Leased units 2b. Transitional/Short-term Facilities: Received Operating Subsidies 3a. Permanent Housing Facilities: Capital Development Projects ______________________________________________________________________________ HOPWA Agreement 4/27/2023 form HUD-40110-D (Expiration Date: 11/30/2023) OMB Approval No. 2506-0133 placed in service during the operating year 3b. Transitional/Short-term Facilities: Capital Development Projects placed in service during the operating year 4. Short-term Rent, Mortgage, and Utility Assistance 1 5. Adjustment for duplication (subtract) 1 6. TOTAL Housing Subsidy Assistance (Sum of Rows 1-4 minus Row 5) 1 Administrative Costs: Costs for general management, oversight, coordination, evaluation, and reporting. By statute, grantee administrative costs are limited to 3% of total grant award, to be expended over the life of the grant. Project sponsor administrative costs are limited to 7% of the portion of the grant amount they receive. Beneficiary(ies): All members of a household who received HOPWA assistance during the operating year including the one individual who qualified the household for HOPWA assistance as well as any other members of the household (with or without HIV) who benefitted from the assistance. Chronically Homeless Person: An individual or family who : (i) is homeless and lives or resides individual or family who: (i) Is homeless and lives or resides in a place not meant for human habitation, a safe haven, or in an emergency shelter; (ii) has been homeless and living or residing in a place not meant for human habitation, a safe haven, or in an emergency shelter continuously for at least 1 year or on at least 4 separate occasions in the last 3 years; and (iii) has an adult head of household (or a minor head of household if no adult is present in the household) with a diagnosable substance use disorder, serious mental illness, developmental disability (as defined in section 102 of the Developmental Disabilities Assistance and Bill of Rights Act of 2000 (42 U.S.C. 15002)), post traumatic stress disorder, cognitive impairments resulting from a brain injury, or chronic physical illness or disability, including the co-occurrence of 2 or more of those conditions. Additionally, the statutory definition includes as chronically homeless a person who currently lives or resides in an institutional care facility, including a jail, substance abuse or mental health treatment facility, hospital or other similar facility, and has resided there for fewer than 90 days if such person met the other criteria for homeless prior to entering that facility. (See 42 U.S.C. 11360(2)) This does not include doubled-up or overcrowding situations. Disabling Condition: Evidencing a diagnosable substance use disorder, serious mental illness, developmental disability, chronic physical illness, or disability, including the co-occurrence of two or more of these conditions. In addition, a disabling condition may limit an individual’s ability to work or perform one or more activities of daily living. An HIV/AIDS diagnosis is considered a disabling condition. Facility-Based Housing Assistance: All eligible HOPWA Housing expenditures for or associated with supporting facilities including community residences, SRO dwellings, short-term facilities, project- based rental units, master leased units, and other housing facilities approved by HUD. Faith-Based Organization: Religious organizations of three types: (1) congregations; (2) national networks, which include national denominations, their social service arms (for example, Catholic Charities, Lutheran Social Services), and networks of related organizations (such as YMCA and YWCA); and (3) freestanding religious organizations, which are incorporated separately from congregations and national networks. Grassroots Organization: An organization headquartered in the local community where it provides services; has a social services budget of $300,000 or less annually, and six or fewer full-time equivalent employees. Local affiliates of national organizations are not considered “grassroots.” HOPWA Eligible Individual: The one (1) low-income person with HIV/AIDS who qualifies a household for HOPWA assistance. This person may be considered “Head of Household.” When the CAPER asks for information on eligible individuals, report on this individual person only. Where there is more than one person with HIV/AIDS in the household, the additional PWH/A(s), would be considered a beneficiary(s). HOPWA Housing Information Services: Services dedicated to helping persons living with HIV/AIDS and their families to identify, locate, and acquire housing. This may also include fair housing counseling for eligible persons who may encounter discrimination based on race, color, religion, sex, age, national origin, familial status, or handicap/disability. HOPWA Housing Subsidy Assistance Total: The unduplicated number of households receiving housing subsidies (TBRA, STRMU, Permanent Housing Placement services and Master Leasing) and/or residing in units of facilities dedicated to persons living with HIV/AIDS and their families and supported with HOPWA funds during the operating year. Household: A single individual or a family composed of two or more persons for which household incomes are used to determine eligibility and for calculation of the resident rent payment. The term is used for collecting data on changes in income, changes in access to services, receipt of housing information services, and outcomes on achieving housing stability. Live-In Aides (see definition for Live- In Aide) and non-beneficiaries (e.g. a shared housing arrangement with a roommate) who resided in the unit are not reported on in the CAPER. Housing Stability: The degree to which the HOPWA project assisted beneficiaries to remain in stable housing during the operating year. See Part 5: Determining Housing Stability Outcomes for definitions of stable and unstable housing situations. In-kind Leveraged Resources: These are additional types of support provided to assist HOPWA beneficiaries such as volunteer services, materials, use of equipment and building space. The actual value of the support can be the contribution of professional services, based on customary rates for this specialized support, or actual costs contributed from other leveraged resources. In determining a rate for the contribution of volunteer time and services, use the criteria described in 2 CFR 200. The value of any donated material, equipment, building, or lease should be based on the fair market value at time of donation. Related documentation can be from recent bills of sales, advertised prices, appraisals, or other information for comparable property similarly situated. Leveraged Funds: The amount of funds expended during the operating year from non-HOPWA federal, state, local, and private sources by grantees or sponsors in dedicating assistance to this client population. Leveraged funds or other assistance are used directly in or in support of HOPWA program delivery. Live-In Aide: A person who resides with the HOPWA Eligible Individual and who meets the following criteria: (1) is essential to the care and well-being of the person; (2) is not obligated for the support of the person; and (3) would not be living in the unit except to provide the necessary supportive services. See t24 CFR 5.403 and the HOPWA Grantee Oversight Resource Guide for additional reference. Master Leasing: Applies to a nonprofit or public agency that leases ______________________________________________________________________________ HOPWA Agreement 4/27/2023 form HUD-40110-D (Expiration Date: 11/30/2023) OMB Approval No. 2506-0133 units of housing (scattered-sites or entire buildings) from a landlord, and subleases the units to homeless or low-income tenants. By assuming the tenancy burden, the agency facilitates housing of clients who may not be able to maintain a lease on their own due to poor credit, evictions, or lack of sufficient income. Operating Costs: Applies to facility-based housing only, for facilities that are currently open. Operating costs can include day- to-day housing function and operation costs like utilities, maintenance, equipment, insurance, security, furnishings, supplies and salary for staff costs directly related to the housing project but not staff costs for delivering services. Outcome: The degree to which the HOPWA assisted household has been enabled to establish or maintain a stable living environment in housing that is safe, decent, and sanitary, (per the regulations at 24 CFR 574.310(b)) and to reduce the risks of homelessness, and improve access to HIV treatment and other health care and support. Output: The number of units of housing or households that receive HOPWA assistance during the operating year. Permanent Housing Placement: A supportive housing service that helps establish the household in the housing unit, including but not limited to reasonable costs for security deposits not to exceed two months of rent costs. Program Income: Gross income directly generated from the use of HOPWA funds, including repayments. See grant administration requirements on program income at 2 CFR 200.307. Project-Based Rental Assistance (PBRA): A rental subsidy program that is tied to specific facilities or units owned or controlled by a project sponsor. Assistance is tied directly to the properties and is not portable or transferable. Project Sponsor Organizations: Per HOPWA regulations at 24 CFR 574.3, any nonprofit organization or governmental housing agency that receives funds under a contract with the grantee to provide eligible housing and other support services or administrative services as defined in 24 CFR 574.300. Project Sponsor organizations are required to provide performance data on households served and funds expended. SAM: All organizations applying for a Federal award must have a valid registration active at sam.gov. SAM (System for Award Management) registration includes maintaining current information and providing a valid DUNS number. Short-Term Rent, Mortgage, and Utility (STRMU) Assistance: A time-limited, housing subsidy assistance designed to prevent homelessness and increase housing stability. Grantees may provide assistance for up to 21 weeks in any 52-week period. The amount of assistance varies per client depending on funds available, tenant need and program guidelines. Stewardship Units: Units developed with HOPWA, where HOPWA funds were used for acquisition, new construction and rehabilitation that no longer receive operating subsidies from HOPWA. Report information for the units is subject to the three- year use agreement if rehabilitation is non-substantial and to the ten-year use agreement if rehabilitation is substantial. Tenant-Based Rental Assistance (TBRA): TBRA is a rental subsidy program similar to the Housing Choice Voucher program that grantees can provide to help low-income households access affordable housing. The TBRA voucher is not tied to a specific unit, so tenants may move to a different unit without losing their assistance, subject to individual program rules. The subsidy amount is determined in part based on household income and rental costs associated with the tenant’s lease. Transgender: Transgender is defined as a person who identifies with, or presents as, a gender that is different from the person’s gender assigned at birth. Veteran: A veteran is someone who has served on active duty in the Armed Forces of the United States. This does not include inactive military reserves or the National Guard unless the person was called up to active duty. ______________________________________________________________________________ HOPWA Agreement 4/27/2023 form HUD-40110-D (Expiration Date: 11/30/2023) OMB Approval No. 2506-0133 OMB Number 2506-0133 (Expiration Date: 11/30/2023) Part 1: Grantee Executive Summary As applicable, complete the charts below to provide more detailed information about the agencies and organizations responsible for the administration and implementation of the HOPWA program. Chart 1 requests general Grantee Information and Chart 2 is to be completed for each organization selected or designated as a project sponsor, as defined by 24 CFR 574.3. Note: If any information does not apply to your organization, please enter N/A. Do not leave any section blank. 1. Grantee Information HUD Grant Number Operating Year for this report From (mm/dd/yy) To (mm/dd/yy) Grantee Name Business Address City, County, State, Zip Employer Identification Number (EIN) or Tax Identification Number (TIN) DUN & Bradstreet Number (DUNs): System for Award Management (SAM):: Is the grantee’s SAM status currently active? ☐ Yes ☐ No If yes, provide SAM Number: Congressional District of Grantee’s Business Address *Congressional District of Primary Service Area(s) *City(ies) and County(ies) of Primary Service Area(s) Cities: Counties: Organization’s Website Address Is there a waiting list(s) for HOPWA Housing Subsidy Assistance Services in the Grantee Service Area? ☐ Yes ☐ No If yes, explain in the narrative section what services maintain a waiting list and how this list is administered. * Service delivery area information only needed for program activities being directly carried out by the grantee. Housing Opportunities for Person With AIDS (HOPWA) Consolidated Annual Performance and Evaluation Report (CAPER) Measuring Performance Outputs and Outcomes ______________________________________________________________________________ HOPWA Agreement 4/27/2023 form HUD-40110-D (Expiration Date: 11/30/2023) OMB Approval No. 2506-0133 2. Project Sponsor Information Please complete Chart 2 for each organization designated or selected to serve as a project sponsor, as defined by 24 CFR 574.3. Use this section to report on organizations involved in the direct delivery of services for client households. Note: If any information does not apply to your organization, please enter N/A. Project Sponsor Agency Name Parent Company Name, if applicable Name and Title of Contact at Project Sponsor Agency Email Address Business Address City, County, State, Zip, Phone Number (with area code) Employer Identification Number (EIN) or Tax Identification Number (TIN) Fax Number (with area code) DUN & Bradstreet Number (DUNs): Congressional District of Project Sponsor’s Business Address Congressional District(s) of Primary Service Area(s) City(ies) and County(ies) of Primary Service Area(s) Cities: Counties: Total HOPWA contract amount for this Organization for the operating year Organization’s Website Address Is the sponsor a nonprofit organization? ☐ Yes ☐ No Please check if yes and a faith-based organization. ☐ Please check if yes and a grassroots organization. ☐ Does your organization maintain a waiting list? ☐ Yes ☐ No If yes, explain in the narrative section how this list is administered. ______________________________________________________________________________ HOPWA Agreement 4/27/2023 form HUD-40110-D (Expiration Date: 11/30/2023) OMB Approval No. 2506-0133 5. Grantee Narrative and Performance Assessment a. Grantee and Community Overview Provide a one to three page narrative summarizing major achievements and highlights that were proposed and completed during the program year. Include a brief description of the grant organization, area of service, the name(s) of the program contact(s), and an overview of the range/type of housing activities provided. This overview may be used for public information, including posting on HUD’s website. Note: Text fields are expandable. b. Annual Performance under the Action Plan Provide a narrative addressing each of the following four items: 1. Outputs Reported. Describe significant accomplishments or challenges in achieving the number of housing units supported and the number households assisted with HOPWA funds during this operating year compared to plans for this assistance, as approved in the Consolidated Plan/Action Plan. Describe how HOPWA funds were distributed during your operating year among different categories of housing and geographic areas to address needs throughout the grant service area, consistent with approved plans. 2. Outcomes Assessed. Assess your program’s success in enabling HOPWA beneficiaries to establish and/or better maintain a stable living environment in housing that is safe, decent, and sanitary, and improve access to care. Compare current year results to baseline results for clients. Describe how program activities/projects contributed to meeting stated goals. If program did not achieve expected targets, please describe how your program plans to address challenges in program implementation and the steps currently being taken to achieve goals in next operating year. If your program exceeded program targets, please describe strategies the program utilized and how those contributed to program successes. 3. Coordination. Report on program coordination with other mainstream housing and supportive services resources, including the use of committed leveraging from other public and private sources that helped to address needs for eligible persons identified in the Consolidated Plan/Strategic Plan. 4. Technical Assistance. Describe any program technical assistance needs and how they would benefit program beneficiaries. c. Barriers and Trends Overview Provide a narrative addressing items 1 through 3. Explain how barriers and trends affected your program’s ability to achieve the objectives and outcomes discussed in the previous section. 1. Describe any barriers (including regulatory and non-regulatory) encountered in the administration or implementation of the HOPWA program, how they affected your program’s ability to achieve the objectives and outcomes discussed, and, actions taken in response to barriers, and recommendations for program improvement. Provide an explanation for each barrier selected. ☐ HOPWA/HUD Regulations ☐ Discrimination/Confidentiality ☐ Supportive Services ☐ Housing Affordability ☐ Planning ☐ Multiple Diagnoses ☐ Credit History ☐ Housing Availability ☐ Eligibility ☐ Rental History ☐ Rent Determination and Fair Market Rents ☐ Technical Assistance or Training ☐ Criminal Justice History ☐ Geography/Rural Access ☐ Other, please explain further ______________________________________________________________________________ HOPWA Agreement 4/27/2023 form HUD-40110-D (Expiration Date: 11/30/2023) OMB Approval No. 2506-0133 2. Describe any trends in the community that may affect the way in which the needs of persons living with HIV/AIDS are being addressed, and provide any other information important to the future provision of services to this population. 3. Identify any evaluations, studies, or other assessments of the HOPWA program that are available to the public. End of PART 1 ______________________________________________________________________________ HOPWA Agreement 4/27/2023 form HUD-40110-D (Expiration Date: 11/30/2023) OMB Approval No. 2506-0133 PART 2: Sources of Leveraging and Program Income 1. Sources of Leveraging Report the source(s) of cash or in-kind leveraged federal, state, local or private resources identified in the Consolidated or Annual Plan and used in the delivery of the HOPWA program and the amount of leveraged dollars. In Column [1], identify the type of leveraging. Some common sources of leveraged funds have been provided as a reference point. You may add Rows as necessary to report all sources of leveraged funds. Include Resident Rent payments paid by clients directly to private landlords. Do NOT include rents paid directly to a HOPWA program as this will be reported in the next section. In Column [2] report the amount of leveraged funds expended during the operating year. Use Column [3] to provide some detail about the type of leveraged contribution (e.g., case management services or clothing donations). In Column [4], check the appropriate box to indicate whether the leveraged contribution was a housing subsidy assistance or another form of support. Note: Be sure to report on the number of households supported with these leveraged funds in Part 3, Chart 1, Column d. A. Source of Leveraging Chart [1] Source of Leveraging [2] Amount of Leveraged Funds [3] Type of Contribution [4] Housing Subsidy Assistance or Other Support Public Funding Ryan White-Housing Assistance ☐ Housing Subsidy Assistance ☐ Other Support Ryan White-Other ☐ Housing Subsidy Assistance ☐ Other Support Housing Choice Voucher Program ☐ Housing Subsidy Assistance ☐ Other Support Low Income Housing Tax Credit ☐ Housing Subsidy Assistance ☐ Other Support HOME ☐ Housing Subsidy Assistance ☐ Other Support Continuum of Care ☐ Housing Subsidy Assistance ☐ Other Support Emergency Solutions Grant ☐ Housing Subsidy Assistance ☐ Other Support Other Public: ☐ Housing Subsidy Assistance ☐ Other Support Other Public: ☐ Housing Subsidy Assistance ☐ Other Support Other Public: ☐ Housing Subsidy Assistance ☐ Other Support Other Public: ☐ Housing Subsidy Assistance ☐ Other Support Other Public: ☐ Housing Subsidy Assistance ☐ Other Support Private Funding Grants ☐ Housing Subsidy Assistance ☐ Other Support In-kind Resources ☐ Housing Subsidy Assistance ☐ Other Support Other Private: ☐ Housing Subsidy Assistance ☐ Other Support Other Private: ☐ Housing Subsidy Assistance ☐ Other Support Other Funding Grantee/Project Sponsor (Agency) Cash ☐ Housing Subsidy Assistance ☐ Other Support Resident Rent Payments by Client to Private Landlord ______________________________________________________________________________ HOPWA Agreement 4/27/2023 form HUD-40110-D (Expiration Date: 11/30/2023) OMB Approval No. 2506-0133 TOTAL (Sum of all Rows) ______________________________________________________________________________ HOPWA Agreement 4/27/2023 form HUD-40110-D (Expiration Date: 11/30/2023) OMB Approval No. 2506-0133 2. Program Income and Resident Rent Payments In Section 2, Chart A, report the total amount of program income and resident rent payments directly generated from the use of HOPWA funds, including repayments. Include resident rent payments collected or paid directly to the HOPWA program. Do NOT include payments made directly from a client household to a private landlord. Note: Please see report directions section for definition of program income. (Additional information on program income is available in the HOPWA Grantee Oversight Resource Guide). A. Total Amount Program Income and Resident Rent Payment Collected During the Operating Year B. Program Income and Resident Rent Payments Expended To Assist HOPWA Households In Chart B, report on the total program income and resident rent payments (as reported above in Chart A) expended during the operating year. Use Row 1 to report Program Income and Resident Rent Payments expended on Housing Subsidy Assistance Programs (i.e., TBRA, STRMU, PHP, Master Leased Units, and Facility-Based Housing). Use Row 2 to report on the Program Income and Resident Rent Payment expended on Supportive Services and other non-direct Housing Costs. End of PART 2 Program Income and Resident Rent Payments Collected Total Amount of Program Income (for this operating year) 1. Program income (e.g. repayments) 2. Resident Rent Payments made directly to HOPWA Program 3. Total Program Income and Resident Rent Payments (Sum of Rows 1 and 2) Program Income and Resident Rent Payment Expended on HOPWA programs Total Amount of Program Income Expended (for this operating year) 1. Program Income and Resident Rent Payment Expended on Housing Subsidy Assistance costs 2. Program Income and Resident Rent Payment Expended on Supportive Services and other non-direct housing costs 3. Total Program Income Expended (Sum of Rows 1 and 2) ______________________________________________________________________________ HOPWA Agreement 4/27/2023 form HUD-40110-D (Expiration Date: 11/30/2023) OMB Approval No. 2506-0133 PART 3: Accomplishment Data Planned Goal and Actual Outputs In Chart 1, enter performance information (goals and actual outputs) for all activities undertaken during the operating year supported with HOPWA funds. Performance is measured by the number of households and units of housing that were supported with HOPWA or other federal, state, local, or private funds for the purposes of providing housing assistance and support to persons living with HIV/AIDS and their families. 1. HOPWA Performance Planned Goal and Actual Outputs HOPWA Performance Planned Goal and Actual [1] Output: Households [2] Output: Funding HOPWA Assistance Leveraged Households HOPWA Funds a. b. c. d. e. f. Goal Actual Goal Actual HOPWA Budget HOPWA Actual HOPWA Housing Subsidy Assistance [1] Output: Households [2] Output: Funding 1. Tenant-Based Rental Assistance 2a. Permanent Housing Facilities: Received Operating Subsidies/Leased units (Households Served) 2b. Transitional/Short-term Facilities: Received Operating Subsidies/Leased units (Households Served) (Households Served) 3a. Permanent Housing Facilities: Capital Development Projects placed in service during the operating year (Households Served) 3b. Transitional/Short-term Facilities: Capital Development Projects placed in service during the operating year (Households Served) 4. Short-Term Rent, Mortgage and Utility Assistance 5. Permanent Housing Placement Services 6. Adjustments for duplication (subtract) 7. Total HOPWA Housing Subsidy Assistance (Columns a – d equal the sum of Rows 1-5 minus Row 6; Columns e and f equal the sum of Rows 1-5) Housing Development (Construction and Stewardship of facility based housing) [1] Output: Housing Units [2] Output: Funding 8. Facility-based units; Capital Development Projects not yet opened (Housing Units) 9. Stewardship Units subject to 3- or 10- year use agreements 10. Total Housing Developed (Sum of Rows 8 & 9) Supportive Services [1] Output: Households [2] Output: Funding 11a. Supportive Services provided by project sponsors that also delivered HOPWA housing subsidy assistance 11b. Supportive Services provided by project sponsors that only provided supportive services. 12. Adjustment for duplication (subtract) 13. Total Supportive Services (Columns a – d equals the sum of Rows 11 a & b minus Row 12; Columns e and f equal the sum of Rows 11a & 11b) Housing Information Services [1] Output: Households [2] Output: Funding 14. Housing Information Services 15. Total Housing Information Services Grant Administration and Other Activities [1] Output: Households [2] Output: Funding 16. Resource Identification to establish, coordinate and develop housing assistance resources 17. Technical Assistance (if approved in grant agreement) 18. Grantee Administration (maximum 3% of total HOPWA grant) 19. Project Sponsor Administration (maximum 7% of portion of HOPWA grant awarded) 20. Total Grant Administration and Other Activities (Sum of Rows 16 – 19) Total Expended [2] Outputs: HOPWA Funds Expended Bu dg Actual 21. Total Expenditures for operating year (Sum of Rows 7, 10, 13, 15, and 20) 2. Listing of Supportive Services Report on the households served and use of HOPWA funds for all supportive services. Do NOT report on supportive services leveraged with non-HOPWA funds. Data check: Total unduplicated households and expenditures reported in Row 17 equal totals reported in Part 3, Chart 1, Row 13. Supportive Services [1] Output: Number of Households [2] Output: Amount of HOPWA Funds Expended 1. Adult day care and personal assistance 2. Alcohol and drug abuse services 3. Case management 4. Child care and other child services 5. Education 6. Employment assistance and training 7. Health/medical/intensive care services, if approved Note: Client records must conform with 24 CFR §574.310 8. Legal services 9. Life skills management (outside of case management) 10. Meals/nutritional services 11. Mental health services 12. Outreach 13. Transportation 14. Other Activity (if approved in grant agreement). Specify: 15. Sub-Total Households receiving Supportive Services (Sum of Rows 1-14) 16. Adjustment for Duplication (subtract) 17. TOTAL Unduplicated Households receiving Supportive Services (Column [1] equals Row 15 minus Row 16; Column [2] equals sum of Rows 1-14) 3. Short-Term Rent, Mortgage and Utility Assistance (STRMU) Summary In Row a, enter the total number of households served and the amount of HOPWA funds expended on Short-Term Rent, Mortgage and Utility (STRMU) Assistance. In Row b, enter the total number of STRMU- assisted households that received assistance with mortgage costs only (no utility costs) and the amount expended assisting these households. In Row c, enter the total number of STRMU-assisted households that received assistance with both mortgage and utility costs and the amount expended assisting these households. In Row d, enter the total number of STRMU-assisted households that received assistance with rental costs only (no utility costs) and the amount expended assisting these households. In Row e, enter the total number of STRMU-assisted households that received assistance with both rental and utility costs and the amount expended assisting these households. In Row f, enter the total number of STRMU- assisted households that received assistance with utility costs only (not including rent or mortgage costs) and the amount expended assisting these households. In row g, report the amount of STRMU funds expended to support direct program costs such as program operation staff. Data Check: The total households reported as served with STRMU in Row a, column [1] and the total amount of HOPWA funds reported as expended in Row a, column [2] equals the household and expenditure total reported for STRMU in Part 3, Chart 1, Row 4, Columns b and f, respectively. Data Check: The total number of households reported in Column [1], Rows b, c, d, e, and f equal the total number of STRMU households reported in Column [1], Row a. The total amount reported as expended in Column [2], Rows b, c, d, e, f, and g. equal the total amount of STRMU expenditures reported in Column [2], Row a. Housing Subsidy Assistance Categories (STRMU) [1] Output: Number of Households Served [2] Output: Total HOPWA Funds Expended on STRMU during Operating Year a. Total Short-term mortgage, rent and/or utility (STRMU) assistance b. Of the total STRMU reported on Row a, total who received assistance with mortgage costs ONLY. c. Of the total STRMU reported on Row a, total who received assistance with mortgage and utility costs. d. Of the total STRMU reported on Row a, total who received assistance with rental costs ONLY. e. Of the total STRMU reported on Row a, total who received assistance with rental and utility costs. f. Of the total STRMU reported on Row a, total who received assistance with utility costs ONLY. g. Direct program delivery costs (e.g., program operations staff time) End of PART 3 Part 4: Summary of Performance Outcomes In Column [1], report the total number of eligible households that received HOPWA housing subsidy assistance, by type. In Column [2], enter the number of households that continued to access each type of housing subsidy assistance into next operating year. In Column [3], report the housing status of all households that exited the program. Data Check: The sum of Columns [2] (Number of Households Continuing) and [3] (Exited Households) equals the total reported in Column[1]. Note: Refer to the housing stability codes that appear in Part 5: Worksheet - Determining Housing Stability Outcomes. Section 1. Housing Stability: Assessment of Client Outcomes on Maintaining Housing Stability (Permanent Housing and Related Facilities) A. Permanent Housing Subsidy Assistance [1] Output: Total Number of Households Served [2] Assessment: Number of Households that Continued Receiving HOPWA Housing Subsidy Assistance into the Next Operating Year [3] Assessment: Number of Households that exited this HOPWA Program; their Housing Status after Exiting [4] HOPWA Client Outcomes Tenant- Based Rental Assistance 1 Emergency Shelter/Streets Unstable Arrangements 2 Temporary Housing Temporarily Stable, with Reduced Risk of Homelessness 3 Private Housing Stable/Permanent Housing (PH) 4 Other HOPWA 5 Other Subsidy 6 Institution 7 Jail/Prison Unstable Arrangements 8 Disconnected/Unknown 9 Death Life Event Permanent Supportive Housing Facilities/ Units 1 Emergency Shelter/Streets Unstable Arrangements 2 Temporary Housing Temporarily Stable, with Reduced Risk of Homelessness 3 Private Housing Stable/Permanent Housing (PH) 4 Other HOPWA 5 Other Subsidy 6 Institution 7 Jail/Prison Unstable Arrangements 8 Disconnected/Unknown 9 Death Life Event B. Transitional Housing Assistance [1] Output: Total Number of Households Served [2] Assessment: Number of Households that Continued Receiving HOPWA Housing Subsidy Assistance into the Next Operating Year [3] Assessment: Number of Households that exited this HOPWA Program; their Housing Status after Exiting [4] HOPWA Client Outcomes Transitional/ Short-Term Housing 1 Emergency Shelter/Streets Unstable Arrangements 2 Temporary Housing Temporarily Stable with Reduced Risk of Homelessness 3 Private Housing Facilities/ Units 4 Other HOPWA Stable/Permanent Housing (PH) 5 Other Subsidy 6 Institution 7 Jail/Prison Unstable Arrangements 8 Disconnected/unknown 9 Death Life Event B1: Total number of households receiving transitional/short-term housing assistance whose tenure exceeded 24 months Section 2. Prevention of Homelessness: Assessment of Client Outcomes on Reduced Risks of Homelessness (Short-Term Housing Subsidy Assistance) Report the total number of households that received STRMU assistance in Column [1]. In Column [2], identify the outcomes of the households reported in Column [1] either at the time that they were known to have left the STRMU program or through the project sponsor’s best assessment for stability at the end of the operating year. Information in Column [3] provides a description of housing outcomes; therefore, data is not required. At the bottom of the chart: • In Row 1a, report those households that received STRMU assistance during the operating year of this report, and the prior operating year. • In Row 1b, report those households that received STRMU assistance during the operating year of this report, and the two prior operating years. Data Check: The total households reported as served with STRMU in Column [1] equals the total reported in Part 3, Chart 1, Row 4, Column b. Data Check: The sum of Column [2] should equal the number of households reported in Column [1]. Assessment of Households that Received STRMU Assistance [1] Output: Total number of households [2] Assessment of Housing Status [3] HOPWA Client Outcomes Maintain Private Housing without subsidy (e.g. Assistance provided/completed and client is stable, not likely to seek additional support) Stable/Permanent Housing (PH) Other Private Housing without subsidy (e.g. client switched housing units and is now stable, not likely to seek additional support) Other HOPWA Housing Subsidy Assistance Other Housing Subsidy (PH) Institution (e.g. residential and long-term care) Likely that additional STRMU is needed to maintain current housing arrangements Temporarily Stable, with Reduced Risk of Homelessness Transitional Facilities/Short-term (e.g. temporary or transitional arrangement) Temporary/Non-Permanent Housing arrangement (e.g. gave up lease, and moved in with family or friends but expects to live there less than 90 days) Emergency Shelter/street Unstable Arrangements Jail/Prison Disconnected Death Life Event 1a. Total number of those households that received STRMU Assistance in the operating year of this report that also received STRMU assistance in the prior operating year (e.g. households that received STRMU assistance in two consecutive operating years). 1b. Total number of those households that received STRMU Assistance in the operating year of this report that also received STRMU assistance in the two prior operating years (e.g. households that received STRMU assistance in three consecutive operating years). Section 3. HOPWA Outcomes on Access to Care and Support 1a. Total Number of Households Line [1]: For project sponsors that provided HOPWA housing subsidy assistance during the operating year identify in the appropriate row the number of households that received HOPWA housing subsidy assistance (TBRA, STRMU, Facility-Based, PHP and Master Leasing) and HOPWA funded case management services. Use Row c to adjust for duplication among the service categories and Row d to provide an unduplicated household total. Line [2]: For project sponsors that did NOT provide HOPWA housing subsidy assistance identify in the appropriate row the number of households that received HOPWA funded case management services. Note: These numbers will help you to determine which clients to report Access to Care and Support Outcomes for and will be used by HUD as a basis for analyzing the percentage of households who demonstrated or maintained connections to care and support as identified in Chart 1b below. Total Number of Households 1. For Project Sponsors that provided HOPWA Housing Subsidy Assistance: Identify the total number of households that received the following HOPWA-funded services: a. Housing Subsidy Assistance (duplicated)-TBRA, STRMU, PHP, Facility-Based Housing, and Master Leasing b. Case Management c. Adjustment for duplication (subtraction) d. Total Households Served by Project Sponsors with Housing Subsidy Assistance (Sum of Rows a and b minus Row c) 2. For Project Sponsors did NOT provide HOPWA Housing Subsidy Assistance: Identify the total number of households that received the following HOPWA-funded service: a. HOPWA Case Management b. Total Households Served by Project Sponsors without Housing Subsidy Assistance 1b. Status of Households Accessing Care and Support Column [1]: Of the households identified as receiving services from project sponsors that provided HOPWA housing subsidy assistance as identified in Chart 1a, Row 1d above, report the number of households that demonstrated access or maintained connections to care and support within the operating year. Column [2]: Of the households identified as receiving services from project sponsors that did NOT provide HOPWA housing subsidy assistance as reported in Chart 1a, Row 2b, report the number of households that demonstrated improved access or maintained connections to care and support within the operating year. Note: For information on types and sources of income and medical insurance/assistance, refer to Charts below. Categories of Services Accessed [1] For project sponsors that provided HOPWA housing subsidy assistance, identify the households who demonstrated the following: [2] For project sponsors that did NOT provide HOPWA housing subsidy assistance, identify the households who demonstrated the following: Outcome Indicator 1. Has a housing plan for maintaining or establishing stable on-going housing Support for Stable Housing 2. Had contact with case manager/benefits counselor consistent with the schedule specified in client’s individual service plan (may include leveraged services such as Ryan White Medical Case Management) Access to Support 3. Had contact with a primary health care provider consistent with the schedule specified in client’s individual service plan Access to Health Care 4. Accessed and maintained medical insurance/assistance Access to Health Care 5. Successfully accessed or maintained qualification for sources of income Sources of Income Chart 1b, Line 4: Sources of Medical Insurance and Assistance include, but are not limited to the following (Reference only) • MEDICAID Health Insurance Program, or use local program name • MEDICARE Health Insurance Program, or use local program name • Veterans Affairs Medical Services • AIDS Drug Assistance Program (ADAP) • State Children’s Health Insurance Program (SCHIP), or use local program name • Ryan White-funded Medical or Dental Assistance Chart 1b, Row 5: Sources of Income include, but are not limited to the following (Reference only) • Earned Income • Veteran’s Pension • Unemployment Insurance • Pension from Former Job • Supplemental Security Income (SSI) • Child Support • Social Security Disability Income (SSDI) • Alimony or other Spousal Support • Veteran’s Disability Payment • Retirement Income from Social Security • Worker’s Compensation • General Assistance (GA), or use local program name • Private Disability Insurance • Temporary Assistance for Needy Families (TANF) • Other Income Sources 1c. Households that Obtained Employment Column [1]: Of the households identified as receiving services from project sponsors that provided HOPWA housing subsidy assistance as identified in Chart 1a, Row 1d above, report on the number of households that include persons who obtained an income-producing job during the operating year that resulted from HOPWA-funded Job training, employment assistance, education or related case management/counseling services. Column [2]: Of the households identified as receiving services from project sponsors that did NOT provide HOPWA housing subsidy assistance as reported in Chart 1a, Row 2b, report on the number of households that include persons who obtained an income-producing job during the operating year that resulted from HOPWA-funded Job training, employment assistance, education or case management/counseling services. Note: This includes jobs created by this project sponsor or obtained outside this agency. Note: Do not include jobs that resulted from leveraged job training, employment assistance, education or case management/counseling services. Categories of Services Accessed [1 For project sponsors that provided HOPWA housing subsidy assistance, identify the households who demonstrated the following: [2] For project sponsors that did NOT provide HOPWA housing subsidy assistance, identify the households who demonstrated the following: Total number of households that obtained an income-producing job End of PART 4 PART 5: Worksheet - Determining Housing Stability Outcomes (optional) 1. This chart is designed to assess program results based on the information reported in Part 4 and to help Grantees determine overall program performance. Completion of this worksheet is optional. Permanent Housing Subsidy Assistance Stable Housing (# of households remaining in program plus 3+4+5+6) Temporary Housing (2) Unstable Arrangements (1+7+8) Life Event (9) Tenant-Based Rental Assistance (TBRA) Permanent Facility-based Housing Assistance/Units Transitional/Short- Term Facility- based Housing Assistance/Units Total Permanent HOPWA Housing Subsidy Assistance Reduced Risk of Homelessness: Short-Term Assistance Stable/Permanent Housing Temporarily Stable, with Reduced Risk of Homelessness Unstable Arrangements Life Events Short-Term Rent, Mortgage, and Utility Assistance (STRMU) Total HOPWA Housing Subsidy Assistance Background on HOPWA Housing Stability Codes Stable Permanent Housing/Ongoing Participation 3 = Private Housing in the private rental or home ownership market (without known subsidy, including permanent placement with families or other self-sufficient arrangements) with reasonable expectation that additional support is not needed. 4 = Other HOPWA-funded housing subsidy assistance (not STRMU), e.g. TBRA or Facility-Based Assistance. 5 = Other subsidized house or apartment (non-HOPWA sources, e.g., Section 8, HOME, public housing). 6 = Institutional setting with greater support and continued residence expected (e.g., residential or long- term care facility). Temporary Housing 2 = Temporary housing - moved in with family/friends or other short-term arrangement, such as Ryan White subsidy, transitional housing for homeless, or temporary placement in institution (e.g., hospital, psychiatric hospital or other psychiatric facility, substance abuse treatment facility or detox center). Unstable Arrangements 1 = Emergency shelter or no housing destination such as places not meant for habitation (e.g., a vehicle, an abandoned building, bus/train/subway station, or anywhere outside). 7 = Jail /prison. 8 = Disconnected or disappeared from project support, unknown destination or no assessments of housing needs were undertaken. Life Event 9 = Death, i.e., remained in housing until death. This characteristic is not factored into the housing stability equation. Tenant-based Rental Assistance: Stable Housing is the sum of the number of households that (i) remain in the housing and (ii) those that left the assistance as reported under: 3, 4, 5, and 6. Temporary Housing is the number of households that accessed assistance, and left their current housing for a non-permanent housing arrangement, as reported under item: 2. Unstable Situations is the sum of numbers reported under items: 1, 7, and 8. Permanent Facility-Based Housing Assistance: Stable Housing is the sum of the number of households that (i) remain in the housing and (ii) those that left the assistance as shown as items: 3, 4, 5, and 6. Temporary Housing is the number of households that accessed assistance, and left their current housing for a non-permanent housing arrangement, as reported under item 2. Unstable Situations is the sum of numbers reported under items: 1, 7, and 8. Transitional/Short-Term Facility-Based Housing Assistance: Stable Housing is the sum of the number of households that (i) continue in the residences (ii) those that left the assistance as shown as items: 3, 4, 5, and 6. Other Temporary Housing is the number of households that accessed assistance, and left their current housing for a non-permanent housing arrangement, as reported under item 2. Unstable Situations is the sum of numbers reported under items: 1, 7, and 8. Tenure Assessment. A baseline of households in transitional/short-term facilities for assessment purposes, indicate the number of households whose tenure exceeded 24 months. STRMU Assistance: Stable Housing is the sum of the number of households that accessed assistance for some portion of the permitted 21-week period and there is reasonable expectation that additional support is not needed in order to maintain permanent housing living situation (as this is a time-limited form of housing support) as reported under housing status: Maintain Private Housing with subsidy; Other Private with Subsidy; Other HOPWA support; Other Housing Subsidy; and Institution. Temporarily Stable, with Reduced Risk of Homelessness is the sum of the number of households that accessed assistance for some portion of the permitted 21-week period or left their current housing arrangement for a transitional facility or other temporary/non-permanent housing arrangement and there is reasonable expectation additional support will be needed to maintain housing arrangements in the next year, as reported under housing status: Likely to maintain current housing arrangements, with additional STRMU assistance; Transitional Facilities/Short-term; and Temporary/Non-Permanent Housing arrangements Unstable Situation is the sum of number of households reported under housing status: Emergency Shelter; Jail/Prison; and Disconnected. End of PART 5 PART 6: Annual Report of Continued Usage for HOPWA Facility-Based Stewardship Units (ONLY) The Annual Report of Continued Usage for HOPWA Facility-Based Stewardship Units is to be used in place of Part 7B of the CAPER if the facility was originally acquired, rehabilitated or constructed/developed in part with HOPWA funds but no HOPWA funds were expended during the operating year. Scattered site units may be grouped together on one page. Grantees that used HOPWA funding for new construction, acquisition, or substantial rehabilitation are required to operate their facilities for HOPWA eligible individuals for at least ten (10) years. If non-substantial rehabilitation funds were used, they are required to operate for at least three (3) years. Stewardship begins once the facility is put into operation. Note: See definition of Stewardship Units. 1. General information HUD Grant Number(s) Operating Year for this report From (mm/dd/yy) To (mm/dd/yy) ☐ Final Yr ☐ Yr 1; ☐ Yr 2; ☐ Yr 3; ☐ Yr 4; ☐ Yr 5; ☐ Yr 6; ☐ Yr 7; ☐ Yr 8; ☐ Yr 9; ☐ Yr 10 Grantee Name Date Facility Began Operations (mm/dd/yy) 2. Number of Units and Non-HOPWA Expenditures Facility Name: Number of Stewardship Units Developed with HOPWA funds Amount of Non-HOPWA Funds Expended in Support of the Stewardship Units during the Operating Year Total Stewardship Units (subject to 3- or 10- year use periods) 3. Details of Project Site Project Sites: Name of HOPWA-funded project Site Information: Project Zip Code(s) Site Information: Congressional District(s) Is the address of the project site confidential? ☐ Yes, protect information; do not list ☐ Not confidential; information can be made available to the public If the site is not confidential: Please provide the contact information, phone, email address/location, if business address is different from facility address End of PART 6 Part 7: Summary Overview of Grant Activities A. Information on Individuals, Beneficiaries, and Households Receiving HOPWA Housing Subsidy Assistance (TBRA, STRMU, Facility-Based Units, Permanent Housing Placement and Master Leased Units ONLY) Note: Reporting for this section should include ONLY those individuals, beneficiaries, or households that received and/or resided in a household that received HOPWA Housing Subsidy Assistance as reported in Part 3, Chart 1, Row 7, Column b. (e.g., do not include households that received HOPWA supportive services ONLY). Section 1. HOPWA-Eligible Individuals Who Received HOPWA Housing Subsidy Assistance a. Total HOPWA Eligible Individuals Living with HIV/AIDS In Chart a., provide the total number of eligible (and unduplicated) low-income individuals living with HIV/AIDS who qualified their household to receive HOPWA housing subsidy assistance during the operating year. This total should include only the individual who qualified the household for HOPWA assistance, NOT all HIV positive individuals in the household. Individuals Served with Housing Subsidy Assistance Total Number of individuals with HIV/AIDS who qualified their household to receive HOPWA housing subsidy assistance. Chart b. Prior Living Situation In Chart b, report the prior living situations for all Eligible Individuals reported in Chart a. In Row 1, report the total number of individuals who continued to receive HOPWA housing subsidy assistance from the prior operating year into this operating y ear. In Rows 2 through 17, indicate the prior living arrangements for all new HOPWA housing subsidy assistance recipients during the operating year. Data Check: The total number of eligible individuals served in Row 18 equals the total number of individuals served through housing subsidy assistance reported in Chart a above. Category Total HOPWA Eligible Individuals Receiving Housing Subsidy Assistance 1. Continuing to receive HOPWA support from the prior operating year New Individuals who received HOPWA Housing Subsidy Assistance support during Operating Year 2. Place not meant for human habitation (such as a vehicle, abandoned building, bus/train/subway station/airport, or outside) 3. Emergency shelter (including hotel, motel, or campground paid for with emergency shelter voucher) 4. Transitional housing for homeless persons 5. Total number of new Eligible Individuals who received HOPWA Housing Subsidy Assistance with a Prior Living Situation that meets HUD definition of homelessness (Sum of Rows 2 – 4) 6. Permanent housing for formerly homeless persons (such as Shelter Plus Care, SHP, or SRO Mod Rehab) 7. Psychiatric hospital or other psychiatric facility 8. Substance abuse treatment facility or detox center 9. Hospital (non-psychiatric facility) 10. Foster care home or foster care group home 11. Jail, prison or juvenile detention facility 12. Rented room, apartment, or house 13. House you own 14. Staying or living in someone else’s (family and friends) room, apartment, or house 15. Hotel or motel paid for without emergency shelter voucher 16. Other 17. Don’t Know or Refused 18. TOTAL Number of HOPWA Eligible Individuals (sum of Rows 1 and 5-17) c. Homeless Individual Summary In Chart c, indicate the number of eligible individuals reported in Chart b, Row 5 as homeless who also are homeless Veterans and/or meet the definition for Chronically Homeless (See Definition section of CAPER). The totals in Chart c do not need to equal the total in Chart b, Row 5. Category Number of Homeless Veteran(s) Number of Chronically Homeless HOPWA eligible individuals served with HOPWA Housing Subsidy Assistance Section 2. Beneficiaries In Chart a, report the total number of HOPWA eligible individuals living with HIV/AIDS who received HOPWA housing subsidy assistance (as reported in Part 7A, Section 1, Chart a), and all associated members of their household who benefitted from receiving HOPWA housing subsidy assistance (resided with HOPWA eligible individuals). Note: See definition of HOPWA Eligible Individual Note: See definition of Transgender. Note: See definition of Beneficiaries. Data Check: The sum of each of the Charts b & c on the following two pages equals the total number of beneficiaries served with HOPWA housing subsidy assistance as determined in Chart a, Row 4 below. a. Total Number of Beneficiaries Served with HOPWA Housing Subsidy Assistance Individuals and Families Served with HOPWA Housing Subsidy Assistance Total Number 1. Number of individuals with HIV/AIDS who qualified the household to receive HOPWA housing subsidy assistance (equals the number of HOPWA Eligible Individuals reported in Part 7A, Section 1, Chart a) 2. Number of ALL other persons diagnosed as HIV positive who reside with the HOPWA eligible individuals identified in Row 1 and who benefitted from the HOPWA housing subsidy assistance 3. Number of ALL other persons NOT diagnosed as HIV positive who reside with the HOPWA eligible individual identified in Row 1 and who benefited from the HOPWA housing subsidy 4. TOTAL number of ALL beneficiaries served with Housing Subsidy Assistance (Sum of Rows 1, 2, & 3) b. Age and Gender In Chart b, indicate the Age and Gender of all beneficiaries as reported in Chart a directly above. Report the Age and Gender of all HOPWA Eligible Individuals (those reported in Chart a, Row 1) using Rows 1-5 below and the Age and Gender of all other beneficiaries (those reported in Chart a, Rows 2 and 3) using Rows 6-10 below. The number of individuals reported in Row 11, Column E. equals the total number of beneficiaries reported in Part 7, Section 2, Chart a, Row 4. HOPWA Eligible Individuals (Chart a, Row 1) A. B. C. D. E. Male Female Transgender M to F Transgender F to M TOTAL (Sum of Columns A-D) 1. Under 18 2. 18 to 30 years 3. 31 to 50 years 4. 51 years and Older 5. Subtotal (Sum of Rows 1-4) All Other Beneficiaries (Chart a, Rows 2 and 3) A. B. C. D. E. Male Female Transgender M to F Transgender F to M TOTAL (Sum of Columns A-D) 6. Under 18 7. 18 to 30 years 8. 31 to 50 years 9. 51 years and Older 10. Subtotal (Sum of Rows 6-9) Total Beneficiaries (Chart a, Row 4) 11. TOTAL (Sum of Rows 5 & 10) c. Race and Ethnicity* In Chart c, indicate the Race and Ethnicity of all beneficiaries receiving HOPWA Housing Subsidy Assistance as reported in Section 2, Chart a, Row 4. Report the race of all HOPWA eligible individuals in Column [A]. Report the ethnicity of all HOPWA eligible individuals in column [B]. Report the race of all other individuals who benefitted from the HOPWA housing subsidy assistance in column [C]. Report the ethnicity of all other individuals who benefitted from the HOPWA housing subsidy assistance in column [D]. The summed total of columns [A] and [C] equals the total number of beneficiaries reported above in Section 2, Chart a, Row 4. Category HOPWA Eligible Individuals All Other Beneficiaries [A] Race [all individuals reported in Section 2, Chart a, Row 1] [B] Ethnicity [Also identified as Hispanic or Latino] [C] Race [total of individuals reported in Section 2, Chart a, Rows 2 & 3] [D] Ethnicity [Also identified as Hispanic or Latino] 1. American Indian/Alaskan Native 2. Asian 3. Black/African American 4. Native Hawaiian/Other Pacific Islander 5. White 6. American Indian/Alaskan Native & White 7. Asian & White 8. Black/African American & White 9. American Indian/Alaskan Native & Black/African American 10. Other Multi-Racial 11. Column Totals (Sum of Rows 1-10) Data Check: Sum of Row 11 Column A and Row 11 Column C equals the total number HOPWA Beneficiaries reported in Part 3A, Section 2, Chart a, Row 4. *Reference (data requested consistent with Form HUD-27061 Race and Ethnic Data Reporting Form) Section 3. Households Household Area Median Income Report the income(s) for all households served with HOPWA housing subsidy assistance. Data Check: The total number of households served with HOPWA housing subsidy assistance should equal Part 3C, Row 7, Column b and Part 7A, Section 1, Chart a. (Total HOPWA Eligible Individuals Served with HOPWA Housing Subsidy Assistance). Note: Refer to https://www.huduser.gov/portal/datasets/il.html for information on area median income in your community. Percentage of Area Median Income Households Served with HOPWA Housing Subsidy Assistance 1. 0-30% of area median income (extremely low) 2. 31-50% of area median income (very low) 3. 51-80% of area median income (low) 4. Total (Sum of Rows 1-3) Part 7: Summary Overview of Grant Activities B. Facility-Based Housing Assistance Complete one Part 7B for each facility developed or supported through HOPWA funds. Do not complete this Section for programs originally developed with HOPWA funds but no longer supported with HOPWA funds. If a facility was developed with HOPWA funds (subject to ten years of operation for acquisition, new construction and substantial rehabilitation costs of stewardship units, or three years for non-substantial rehabilitation costs), but HOPWA funds are no longer used to support the facility, the project sponsor should complete Part 6: Continued Usage for HOPWA Facility-Based Stewardship Units (ONLY). Complete Charts 2a, Project Site Information, and 2b, Type of HOPWA Capital Development Project Units, for all Development Projects, including facilities that were past development projects, but continued to receive HOPWA operating dollars this reporting year. 1. Project Sponsor Agency Name (Required) 2. Capital Development 2a. Project Site Information for HOPWA Capital Development of Projects (For Current or Past Capital Development Projects that receive HOPWA Operating Costs this reporting year) Note: If units are scattered-sites, report on them as a group and under type of Facility write “Scattered Sites.” Type of Development this operating year HOPWA Funds Expended this operating year (if applicable) Non-HOPWA funds Expended (if applicable) Name of Facility: ☐ New construction $ $ Type of Facility [Check only one box.] ☐ Permanent housing ☐ Short-term Shelter or Transitional housing ☐ Supportive services only facility ☐ Rehabilitation $ $ ☐ Acquisition $ $ ☐ Operating $ $ a. Purchase/lease of property: Date (mm/dd/yy): b. Rehabilitation/Construction Dates: Date started: Date Completed: c. Operation dates: Date residents began to occupy: ☐ Not yet occupied d. Date supportive services began: Date started: ☐ Not yet providing services e. Number of units in the facility: HOPWA-funded units = Total Units = f. Is a waiting list maintained for the facility? ☐ Yes ☐ No If yes, number of participants on the list at the end of operating year g. What is the address of the facility (if different from business address)? h. Is the address of the project site confidential? ☐ Yes, protect information; do not publish list ☐ No, can be made available to the public 2b. Number and Type of HOPWA Capital Development Project Units (For Current or Past Capital Development Projects that receive HOPWA Operating Costs this Reporting Year) For units entered above in 2a, please list the number of HOPWA units that fulfill the following criteria: Number Designated for the Chronically Homeless Number Designated to Assist the Homeless Number Energy- Star Compliant Number 504 Accessible – Mobility Units - Sensory Units Rental units constructed (new) and/or acquired with or without rehab Rental units rehabbed Homeownership units constructed (if approved) 3. Units Assisted in Types of Housing Facility/Units Leased by Project Sponsor Charts 3a, 3b, and 4 are required for each facility. In Charts 3a and 3b, indicate the type and number of housing units in the facility, including master leased units, project-based or other scattered site units leased by the organization, categorized by the number of bedrooms per unit. Note: The number units may not equal the total number of households served. Please complete separate charts for each housing facility assisted. Scattered site units may be grouped together. 3a. Check one only Permanent Supportive Housing Facility/Units Short-term Shelter or Transitional Supportive Housing Facility/Units 3b. Type of Facility Complete the following Chart for all facilities leased, master leased, project-based, or operated with HOPWA funds during the reporting year. Name of Project Sponsor/Agency Operating the Facility/Leased Units: Type of housing facility operated by the project sponsor Total Number of Units in use during the Operating Year Categorized by the Number of Bedrooms per Units SRO/Studio/ 0 bdrm 1 bdrm 2 bdrm 3 bdrm 4 bdrm 5+bdrm a. Single room occupancy dwelling b. Community residence c. Project-based rental assistance units or leased units d. Other housing facility Specify: 4. Households and Housing Expenditures Enter the total number of households served and the amount of HOPWA funds expended by the project sponsor on subsidies for housing involving the use of facilities, master leased units, project based or other scattered site units leased by the organization. Housing Assistance Category: Facility Based Housing Output: Number of Households Output: Total HOPWA Funds Expended during Operating Year by Project Sponsor a. Leasing Costs b. Operating Costs c. Project-Based Rental Assistance (PBRA) or other leased units d. Other Activity (if approved in grant agreement) Specify: e. Adjustment to eliminate duplication (subtract) f. TOTAL Facility-Based Housing Assistance (Sum Rows a through d minus Row e) City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-645 Agenda Date:4/27/2023 Agenda #: REPORT TO THE CITY COUNCIL SUBJECT Appearance by Cruz Gonzales to discuss Kings Canyon Renaming Project. (District 4 Resident) RECOMMENDATION [If more than one recommendation pluralize] EXECUTIVE SUMMARY [Brief, 1-2 paragraphs; information stated here must be expanded in Background section; clear and concise so anyone understands action being requested] BACKGROUND [Include: Any prior history; “City Attorney has reviewed and approved to form,” if applicable; source of funding; appropriate regulation summary information] ENVIRONMENTAL FINDINGS [Include CEQA findings or state N/A] LOCAL PREFERENCE [N/A due to State and Federal money; N/A because it is more than ½ of 1%; or yes, state why] FISCAL IMPACT [Funding source, clarify whether General Fund is or is not impacted; appropriation authority already approved or an AAR is attached; if appropriate explain impact on other projects or timing of funding from other agencies; future obligations] Attachment: [If more than one, pluralize] City of Fresno Printed on 4/20/2023Page 1 of 1 powered by Legistar™ 04-27-2023 APPEARED 1 Briana Parra From:Cruz Gonzales <> Sent:Friday, April 7, 2023 12:36 PM To:Clerk Agendas Subject:Request to Speak Before the Fresno City Council Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Name: Cruz Gonzales Address Fresno, California 93726 District District 4 Phone Email Date You Wish to Speak Before the City Council April 27, 2023 Topic/Subject Kings Canyon Corridor Project. I am hoping to speak to advocate for the voices of southeast Fresno and a petition with hundreds of signatures to Keep Kings Canyon Road and perhaps move the decision to a balloted vote where the community can truly decide to rename the iconic street. IP Address 67.169.230.163 User‐Agent (Browser/OS) Google Chrome 111.0.0.0 / OS X Referrer https://www.fresno.gov/cityclerk/boards‐commissions/request‐to‐speak‐council/ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-646 Agenda Date:4/27/2023 Agenda #: REPORT TO THE CITY COUNCIL SUBJECT Appearance by Community Compact to discuss rescinding the Kings Canyon renaming Resolution. (District 5 Resident) RECOMMENDATION [If more than one recommendation pluralize] EXECUTIVE SUMMARY [Brief, 1-2 paragraphs; information stated here must be expanded in Background section; clear and concise so anyone understands action being requested] BACKGROUND [Include: Any prior history; “City Attorney has reviewed and approved to form,” if applicable; source of funding; appropriate regulation summary information] ENVIRONMENTAL FINDINGS [Include CEQA findings or state N/A] LOCAL PREFERENCE [N/A due to State and Federal money; N/A because it is more than ½ of 1%; or yes, state why] FISCAL IMPACT [Funding source, clarify whether General Fund is or is not impacted; appropriation authority already approved or an AAR is attached; if appropriate explain impact on other projects or timing of funding from other agencies; future obligations] Attachment: [If more than one, pluralize] City of Fresno Printed on 4/21/2023Page 1 of 1 powered by Legistar™ 04-27-2023 APPEARED 1 Briana Parra From:1 Community Compact Sent:Thursday, April 13, 2023 5:39 PM To:Clerk Agendas Subject:Request to Speak Before the Fresno City Council External Email: Use caution with links and attachments Name: 1 Community Compact Address Fresno, California 93702 District District 5 Phone Email Date You Wish to Speak Before the City Council April 27, 2023 Topic/Subject Rescind the resolution #23‐403 of March 9th, 2023 renaming Kings Canyon, Ventura and California Avenue in light of the controversies that have occurred as a result of this consent item resolution. Please place this item on the April 27, 2023 City of Fresno Council agenda as a scheduled time agenda item. IP Address 73.116.252.26 User‐Agent (Browser/OS) Apple Safari 16.3 / OS X Referrer https://www.fresno.gov/cityclerk/boards‐commissions/request‐to‐speak‐council/ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-673 Agenda Date:4/27/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:JENNIFER CLARK, Director Planning and Development SUBJECT HEARING to consider adoption of a resolution related to the designation of a property to the Local Register of Historic Resources 1. ***RESOLUTION - Designating the Sequoia Hotel/Fink & Skopp building located at 925-933 Van Ness Avenue, Fresno California to the Local Register of Historic Resources (APN46825403) (District 3) (Subject to Mayor Veto). RECOMMENDATION: The Historic Preservation Commission recommends that the City Council adopt the resolution designating the property located at 925-935 Van Ness Avenue (APN 46825403) to the Local Register of Historic Resources. EXECUTIVE SUMMARY On behalf of the owner, Michael A Saldana of Kroeker Inc. filed application B22-12250 on August 19, 2022. Project contemplates demolition of the property located at 925-933 Van Ness Avenue (APN46825403). This property was originally constructed in 1912 as the Sequoia Hotel and was substantially renovated for reuse as the Fink & Skopp retail building in 1962. On October 24, 2022, the Historic Preservation Commission (HPC) held a hearing to consider the demolition permit. The Application was denied with a recommendation that the City Council list the property on the Local Register (4 - Aye, 1 - Recusal). BACKGROUND This property is not a listed resource but is eligible for listing. 925/933 Van Ness Avenue Sequoia (Hotel) Building (1912) New Formalist Style City of Fresno Printed on 4/21/2023Page 1 of 5 powered by Legistar™ 04-27-2023 MOTION TO DENY MA/GB 7-0 File #:ID 23-673 Agenda Date:4/27/2023 Agenda #: Fink & Skopp Building (1962) Mid-Century Modern Robert W Stevens, Architect This property is the adapted first story of the four-story 1912 Sequoia Hotel. None of the character- defining features of the original Sequoia Hotel remains in the renovated first story furniture store. The original exterior and interior photo are show below: The single-story reuse of the property for retail uses demolished the upper floors in 1962 and redesigned the building to the meet the mid-century modern ethos of the time. The building has been vacant since 2008 and has sustained deterioration from lack of use, vandalism, and the loss of the resources on either side of the property. City of Fresno Printed on 4/21/2023Page 2 of 5 powered by Legistar™ File #:ID 23-673 Agenda Date:4/27/2023 Agenda #: The property was evaluated in 2011 and found to be eligible for listing in the Local Register of Historic Resources by Historic Resources Group.The property was re-evaluated in 2022 by Page & Turnbull who found that the property remains eligible for listing as a local historic resource. Project Proposal On behalf of the owner,Michael A Saldana of Kroeker Inc.filed application B22-12250 on August 19, 2022.Project contemplates demolition of the Sequoia Hotel/Fink &Skopp Building located at 925- 933 Van Ness Avenue (APN46825403). Project Analysis The Sequoia Hotel/Fink &Skopp Building located at 925/933 Van Ness Avenue is not a listed resource or located in a historic district;however,its age along with prior and current surveys have identified the property as eligible for listing in the Local Historic Register therefore it may be subject to review by the HPC pursuant to FMC Section 12-1606(a)(2). While the integrity of the original 1912 Sequoia Hotel building is lacking,the reuse as the Fink & Skopp retail building in 1962 retains its integrity since no significant alterations to the building have been made. It remains eligible for local listing based upon the 1962 form. Notice of Historic Preservation Commission Hearing and City Council Hearing In accordance with Section 12-1617 of the FMC,the Planning and Development Department mailed Notices of the HPC and City Council hearings to the property owner,and the surrounding property owners within 2,000 feet of the site. FRESNO MUNICPAL CODE FINDINGS To designate a Historic Resource,the City Council must find it to meet the following criteria found in FMC Section 12-1607 Designation Criteria: (1) It has been in existence more than fifty years, and it possesses aspects of integrity to convey it significance based upon location, design, setting materials, City of Fresno Printed on 4/21/2023Page 3 of 5 powered by Legistar™ File #:ID 23-673 Agenda Date:4/27/2023 Agenda #: workmanship, felling or association and: (i) It is associated with events that have made a significant contribution to the broad patterns of our history; or (ii) It is associated with the lives of persons significant in our past; or (iii) It embodies the distinctive characteristics of a type, period or method of construction, or represents the work of a master, or possess high artistic values; or (iv) It has yielded or may be likely to yield, information important in prehistory or history. (2) It has been in existence less than fifty years, it meets the criteria of subdivision (1) of subsection (a) of this section and is of exceptional importance within the Appropriate historical context, local, state or national. The Commission determined the integrity of the building remains,and the property is eligible for listing on the Local Register of Historic Resources as specified in the surveys. Direction to Designate as a Resource If the City Council finds that the property meets the designation criteria,and approves the resolution of designation, no demolition will be allowed without a finding of unreasonable economic hardship. The designation proposal is not being submitted by the property owner.The property owner has submitted a letter in opposition of the designation of the property. On October 24,2022,the Commission held a hearing whereby they considered the demolition permit.On behalf of the Applicant,Arman Devejian,and Mike Jundt of Associated Design & Engineering,Inc.reported to the Commission that the building did not rise to the level of preservation,and that the building is an economic hardship to the owner and a danger to the public. An economic feasibility analysis was not provided to the Commission. The Commission determined the integrity of the building remains,and the property is eligible for listing on the Local Historic Register of Historic Resources as specified in the surveys attached to this staff report.The Application was denied with a recommendation that the City Council consider listing the property on the Local Register of Historic Resources (4 -0 Aye, 1 - Recusal). Direction to Not Consider Designation If the City Council does not designate the property,future building applications may be considered without additional historic review. ENVIRONMENTAL FINDINGS: Designation of a Historic Resource to the Local Register of Historic Resources is not a project. LOCAL PREFERENCE: N/A City of Fresno Printed on 4/21/2023Page 4 of 5 powered by Legistar™ File #:ID 23-673 Agenda Date:4/27/2023 Agenda #: FISICAL IMPACT: N/A Attachments: Resolution Exhibit A - Demolition Application [8-2-2021] Exhibit B - Fulton Corridor Historic Resources Survey [April 2014] Exhibit C - FMC Findings Exhibit D - Secretary of Interior’s Standards Exhibit E - Public Comments Received City of Fresno Printed on 4/21/2023Page 5 of 5 powered by Legistar™ REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey December 2011 (Revised April 2014) HISTORIC RESOURCES GROUP REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey December 2011 (Revised April 2014) HISTORIC RESOURCES GROUP 1 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP PREPARED FOR Moule & Polyzoides Architects and Urbanists 180 E. California Boulevard Pasadena, California 2 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP TABLE OF CONTENTS 3 Overview 5 Federal and State Regulatory Framework 10 City of Fresno Regulatory Framework 16 Downtown Fresno Historic Context 67 Themes and Associated Property Types 84 Architectural Character 93 Survey Methodology 100 Survey Results 111 Glossary of Terms 114 Bibliography Appendices Appendix A: Properties that Appear Eligible for Individual Historic Landmark Designation Appendix B: Contributors to the Civic Center Historic District Appendix C: Fulton Mall Potential Historic District Evaluations Appendix D: California Office of Historic Preservation Historical Resource Status Codes List of Figures Figure 1: Intensive Survey Area Figure 2: Properties Eligible for Individual Designation Figure 3: Potential Civic Center Historic District Figure 4: Potential Fulton Street-Fulton Mall Historic District 3 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP OVERVIEW Downtown Fresno and its immediately surrounding neighborhoods contain some of the City’s oldest and most historically significant areas, and has been the subject of numerous previous surveys and studies. These earlier efforts have identified both individual historic resources and several historic districts, and include resources found eligible for the National Register of Historic Places and the California Register of Historical Resources. Many resources have also been designated as local historic resources by the City of Fresno. The 2011 survey was designed to accomplish three key objectives regarding historic resources within the Downtown Fresno (Fulton Corridor): 1. Identification of individual properties significant to the history of the City of Fresno, California, and the nation that had not been previously identified through survey. 2. Identification of any geographic or thematic groupings of properties that would comprise a potential historic district. 3. Evaluation and documentation for up to 300 properties located within the Fulton Corridor that had not been previously evaluated and documented. With these objectives in mind, the scope of the survey was defined in consultation with City staff to comprise five main components: 1. A reconnaissance-level survey of properties within the central portions of the City as well as selected outlying areas. 2. Intensive survey of the all properties located on the Fulton Mall. 3. Intensive survey of up to 300 properties located within the Fulton Corridor that had not been previously surveyed or otherwise evaluated as a historic resource. 4. An historic context statement for Downtown Fresno. 5. Documentation of all surveyed properties on DPR Forms 523A and 523B. The survey was conducted between April 2010 and March 2011. Participants included Christy McAvoy, Managing Principal; Paul Travis, Senior Preservation Planner; and Christine Lazzaretto, Senior Architectural Historian; all of whom meet the Secretary of the Interior's qualifications for professionals in historic 4 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP preservation.1 Additional assistance was provided by Robbie Arangun, assistant researcher. Project coordination on behalf of the City of Fresno was managed by Karana Hattersley-Drayton, Historic Preservation Project Manager. As this survey report indicates, Downtown Fresno boasts a substantial number of historically significant properties. With the information compiled in this report and associated appendices, the City is prepared to pursue its ongoing efforts to protect and preserve its vibrant past. Purpose The purpose of this historic property survey report is to inform the City of Fresno Development and Resource Management Department, as well as other municipal agencies and community organizations associated with the preparation of the Fulton Corridor Specific Plan and the Downtown Neighborhoods Community Plan, of the history of the area, and to identify those properties 1 Federal Register, Vol. 48, No. 190, pp. 44738-44739, September 29, 1983. within the survey boundaries that are considered potentially historically/architecturally significant and potentially eligible for inclusion on the City of Fresno Historical Resources Register, the California Register of Historical Resources, or the National Register of Historic Places. This survey is intended to help create an inventory of potential historic resources in the survey area. This survey is not intended to constitute a final determination as to the actual historic or cultural value of the properties listed herein. Consistent with the holding in Citizens for Responsible Development in West Hollywood v. City of West Hollywood (1995) 39 Cal. App. 4th 490, 504, this survey, in and of itself, is not intended to be used to identify “historical resources” for purposes of CEQA without further action by the City’s Historic Preservation Commission and the Council of the City of Fresno. Only the Fresno City Council has authority under the City of Fresno Historic Preservation Ordinance (Fresno Municipal Code Chapter 12, Article 16), pursuant to procedures found therein, to declare historic contributors to a Local Historic District, to designate historic resources to the Local Register of Historic Resources, or to officially adopt historical resource surveys, a prerequisite for their submittal to the State Office of Historic Preservation for 5 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP integration into the Historic Property Data File for Fresno County. Acknowledgements City of Fresno  Elliott Balch Downtown Revitalization Manager  Craig Scharton Director, Downtown and Community Revitalization Department  Wilma Quan Project Director and Urban Planning Specialist Fresno Historic Preservation Commission Molly LM Smith (Chair) Don Simmons, Ph.D. (Vice Chair) Joe Moore Patrick Boyd Sally Caglia Teresa España Christopher Johnson AIA Community Members Eldon Daetweiler Lauren MacDonald Bruce A. Owdom Miguel Santos 6 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP FEDERAL AND STATE REGULATORY FRAMEWORK The identification and protection of historic resources is supported by Federal and state regulations. The following discussion provides an overview. National Historic Preservation Act The National Historic Preservation Act (NHPA), which was most recently amended in 1992, created the framework for preservation activity in the United States. The NHPA redefined and expanded the National Register of Historic Places which had been established by the Historic Sites Act of 1935; created the position of State Historic Preservation Officer (SHPO) to administer state preservation programs; established the Certified Local Government Program; and set up the Historic Preservation Fund to fund the provisions of the Act. Section 106 of the National Historic Preservation Act, through a consultation process with the Advisory Council on Historic Preservation, mandates that the effects of all federal undertakings on properties listed in or eligible for listing in the National Register be taken into account. National Environmental Policy Act The intent of the National Environmental Policy Act is to protect the natural and built environment, including historic properties, from adverse effects resulting from federal actions. Before a federal agency may proceed with a proposed action, it must first perform an environmental assessment to determine whether the action could have any significant effect on the environment. If it is determined that the action may have an effect on the environment, the agency must then prepare an Environmental Impact Statement (EIS) which identifies all environmental impacts resulting from the action and lists mitigation measures and project alternatives which avoid or minimize adverse impacts. Impacts involving historic properties are usually assessed in coordination with the process established under the National Historic Preservation Act of 1966. Normally, the Section 106 process must be completed before the Environmental Assessment or EIS can be finalized. California Environmental Quality Act The California Environmental Quality Act (CEQA) was enacted in 1970 and most recently modified in 1998. The basic purpose of CEQA is to inform governmental decision makers and the public about the potential significant adverse effects, if any, of proposed activities and projects. It also provides opportunities for the public and for other agencies to review and comment on draft environmental documents. As environmental policy, 7 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP CEQA requires that environmental protection be given significant consideration in the decision making process. Historic resources are included under environmental protection. Thus, any project or action which constitutes a substantial adverse change on a historic resource also has a significant effect on the environment and shall comply with the State CEQA Guidelines. When the California Register of Historical Resources was established in 1992, the Legislature amended CEQA to clarify which cultural resources are significant, as well as which project impacts are considered to be significantly adverse. A “substantial adverse change” means “demolition, destruction, relocation, or alteration such that the significance of a historical resource would be impaired.” CEQA defines a historical resource as a resource listed in, or determined eligible for listing, in the California Register of Historical Resources. All properties on the California Register are to be considered under CEQA. However, because a property does not appear on the California Register does not mean it is not significant and therefore exempt from CEQA consideration. Similar to Section 106 and the National Register, all resources determined eligible for the California Register are also to be considered under CEQA. Public agencies must treat some resources as significant under CEQA unless the “preponderance of evidence demonstrates” that the resource is not historically or culturally significant. These resources include locally designated properties and properties evaluated as significant in cultural resources surveys which meet California Register of Historical Resources criteria and California Office of Historic Preservation Survey Methodology. Substantial adverse change in the significance of a historical resource is viewed as a significant effect on the environment. CEQA prohibits the use of a categorical exemption for projects which may cause a substantial adverse change. Historic Designations A property may be designated as historic by National, State, and local authorities. In order for a building to qualify for listing in the National Register or the California Register, it must meet one or more identified criteria of significance. The property must also retain sufficient architectural integrity to continue to evoke the sense of place and time with which it is historically associated. National Register of Historic Places The National Register of Historic Places is an authoritative guide to be used by Federal, State, and local governments, private groups and citizens to identify 8 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP the Nation's cultural resources and to indicate what properties should be considered for protection from destruction or impairment.2 The National Park Service administers the National Register program. Listing in the National Register assists in preservation of historic properties in several ways including: recognition that a property is of significance to the nation, the state, or the community; consideration in the planning for federal or federally assisted projects; eligibility for federal tax benefits; and qualification for Federal assistance for historic preservation, when funds are available. To be eligible for listing and/or listed in the National Register, a resource must possess significance in American history and culture, architecture, or archaeology. Listing in the National Register is primarily honorary and does not in and of itself provide protection of an historic resource. The primary effect of listing in the National Register on private owners of historic buildings is the availability of financial and tax incentives. In addition, for projects that receive Federal funding, a clearance 2 36CFR60, Section 60.2. process must be completed in accordance with Section 106 of the National Historic Preservation Act. Furthermore, state and local regulations may apply to properties listed in the National Register. The criteria for listing in the National Register follow established guidelines for determining the significance of properties. The quality of significance in American history, architecture, archeology, engineering, and culture is present in districts, sites, buildings, structures, and objects: A. That are associated with events that have made a significant contribution to the broad patterns of our history; or B. That are associated with the lives of persons significant in our past; or C. That embody the distinctive characteristics of a type, period, or method of construction, or that represent the work of a master, or that possess high artistic values, or that represent a significant and distinguishable entity whose 9 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP components may lack individual distinction; or D. That have yielded, or may be likely to yield, information important in prehistory or history. 3 In addition to meeting any or all of the criteria listed above, properties nominated must also possess integrity of location, design, setting, materials, workmanship, feeling, and association. California Register of Historical Resources The California Register is an authoritative guide in California used by State and local agencies, private groups, and citizens to identify the State's historical resources and to indicate what properties are to be protected, to the extent prudent and feasible, from substantial adverse change.4 The criteria for eligibility for listing in the California Register are based upon National Register criteria. These criteria are: 1. Associated with events that have made a significant contribution to 3 36CFR60, Section 60.3. 4 California PRC, Section 5023.1(a). the broad patterns of local or regional history or the cultural heritage of California or the United States. 2. Associated with the lives of persons important to local, California or national history. 3. Embodies the distinctive characteristics of a type, period, region or method of construction or represents the work of a master or possesses high artistic values. 4. Has yielded, or has the potential to yield, information important to the prehistory or history of the local area, California or the nation. The California Register consists of resources that are listed automatically and those that must be nominated through an application and public hearing process. The California Register includes the following:  California properties formally determined eligible for (Category 2 in the State Inventory of Historical Resources), or listed in (Category 1 in the State Inventory), the National Register of Historic Places.  State Historical Landmarks No. 770 and all consecutively numbered state historical landmarks following No. 770. 10 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP For state historical landmarks preceding No. 770, the Office of Historic Preservation (OHP) shall review their eligibility for the California Register in accordance with procedures to be adopted by the State Historical Resources Commission (commission).  Points of historical interest which have been reviewed by the OHP and recommended for listing by the commission for inclusion in the California Register in accordance with criteria adopted by the commission. 5 Other resources which may be nominated for listing in the California Register include:  Individual historical resources.  Historical resources contributing to the significance of an historic district.  Historical resources identified as significant in historical resources surveys, if the survey meets the criteria listed in subdivision (g) of Section 5023.1” of the Public Resources Code. 5 California PRC, Section 5023.1(d).  Historical resources and historic districts designated or listed as city or county landmarks or historic properties or districts pursuant to any city or county ordinance, if the criteria for designation or listing under the ordinance have been determined by the office to be consistent with California Register criteria.  Local landmarks or historic properties designated under any municipal or county ordinance. 6 6 California PRC, Section 5023.1(e). 11 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP CITY OF FRESNO REGULATORY FRAMEWORK 2025 General Plan Fresno’s responsibilities regarding Historic Preservation are addressed in Section G of the Resource Conservation Element (Chapter 4) of the City of Fresno’s 2025 General Plan. The objectives and policy provided in Section G reiterate the City of Fresno’s commitment to historic preservation, advocating for the “identification, appropriate recognition, and promotion of historic and cultural resources.”7 Fresno’s heritage will be safeguarded “by preserving resources which reflect important cultural, social, economic, and architectural features so that community residents will have a foundation upon which to measure and direct physical change.”8 Some key policy directives include:  Continued historic surveys throughout the City;  Maintaining a computerized database of information;  Developing resources to assist and encourage citizen participation in 7 2025 Fresno General Plan Chapter 4, G-10 8 2025 Fresno General Plan Chapter 4, G-11 implementing preservation policy and programs;  Enlarge the role of the Historic Preservation Commission in advising the City Council, other legislative bodies, and the general public on preservation issues;  Liberal interpretation and possible amendment of existing codes to be more supportive of historic preservation objectives;  Encouraging adaptive re-use of historic resources and the use of the State Historic Building Code.  Required review of potential for local listing by historic preservation staff and, if necessary, the Historic Preservation Commission, of any building over fifty years old prior to a formal demolition order by the City.9 Historic Preservation Ordinance The City of Fresno Historic Preservation Ordinance was adopted in 1979 and amended in 1999. It provides for the designation, preservation, promotion, 9 The General Plan language qualifies that review is subject to staffing levels and amendment of the Historic Preservation Ordinance. 12 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP and improvement of historic resources and districts for the educational, cultural, economic, and general welfare of the public and the City of Fresno.10 The Historic Preservation Ordinance establishes a Historic Preservation Commission to oversee the City’s historic preservation program, assigns city staff to assist the Commission including a historic preservation specialist, establishes a local register of historic resources, and criteria for historic designation and the listing of properties on a Local Register of Historic Resources. Designated properties are subject to a permit review process that includes review by the Historic Preservation Commission. Historic Resource Designation The Historic Preservation Ordinance defines three categories of designation for properties in Fresno: Historic Resource, Heritage Property, and Local Historic District. The City of Fresno Historic Preservation Commission and City Council may designate any building, structure, object, or site as a Historic Resource if it is found to meet the following criteria: 10 Fresno Municipal Code 12-16. It has been in existence for more than fifty years and possesses integrity of location, design, setting, materials, workmanship, feeling, and association, and: i. It is associated with events that have made a significant contribution to the broad patterns of our history; or ii. It is associated with the lives of persons significant in our past; or iii. It embodies the distinctive characteristics of a type, period, or method of construction, or represents the work of a master, or possesses high artistic values; or iv. It has yielded or may be likely to yield, information important in prehistory or history.11 Additionally, a property may be eligible for designation as a Historic Resource if it is less than fifty years old and meets the above-listed criteria, and is found to have exceptional importance within the 11 Fresno Municipal Code 12-1607(a)(1) 13 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP appropriate historical context at the local, state, or national level.12 Designation of a Historic Resource may be initiated by the City Council, the Historic Resources Commission, the Secretary, the property owner, or an authorized representative of the owner.13 Heritage Property Designation The Historic Preservation Ordinance defines a Heritage Property as “ a resource which is worthy of preservation because of its historical, architectural or aesthetic merit but which is not proposed for and is not designated as an Historic Resource…” Any building, structure, object, or site may be eligible for designation as a Heritage Property by the City of Fresno Historic Preservation Commission if it is found by the Commission to be worthy of preservation because of its historical, architectural, or aesthetic merit.14 There is no specific age requirement for Heritage Property designation, and no criteria for significance and integrity has been established. 12 Fresno Municipal Code 12-1607(a)(2) 13 Fresno Municipal Code 12-1609(a) 14 Fresno Municipal Code 12-1607(d) Heritage Property designation “may only be initiated by the property owner or an authorized representative of the owner”15 and consideration of the property by the Historic Preservation Commission does not require advance public notice. In addition, Heritage Property designation is not reviewed by the City Council. Local Historic District A Local Historic District is defined as “any finite group of resources related to one another in a clearly distinguishable way or any geographically definable area which possesses a significant concentration, linkage or continuity of sites, buildings, structures or objects united historically or aesthetically by plan or physical development.”16 In addition, a proposed Local Historic District must meet one or more of the following criteria: 1) It exemplifies or reflects special elements of the city’s cultural, social, economic, political, aesthetic, engineering, or architectural heritage; or 15 City of Fresno Municipal Code Section 12-1612(a) 16 City of Fresno Municipal Code Section 12-1603(s) 14 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP 2) It is identified with a person or group that contributed significantly to the culture or development of the city; or 3) It embodies the distinctive characteristics of a style, type, period, or method of construction, or is a valuable example of the use of indigenous materials or craftsmanship; or 4) Structures within the area exemplify a particular architectural style or way of life to the city; or 5) The area is related to a designated historic resource or district in such a way that its preservation is essential to the integrity of the designated resource or LHD; or 6) The area has the potential for yielding information of archaeological interest.17 Fresno Heritage Sign Permit Program The City of Fresno has established a heritage sign permit program that provides code compliance relief for property owners of historic-era signs if the signs are designated as historic 17 City of Fresno Municipal Code Section 12-1607(b) objects under the City of Fresno municipal code. In order to qualify for heritage sign status and receive relief from compliance to existing building codes, the historic sign must meet the following criteria:  Be at least 45 years old at the time of application  Maintain appearance and materials as originally designed  Meet (or will meet) all safety and health codes, And  Contribute to the history and social history of the City, or  Contribute to a “sense of place” of a City neighborhood, or  Maintain an association with a person important in local history, or  Exemplify a style, design, or type of sign. Certified Local Government Status Fresno is a Certified Local Government (CLG) through an agreement with the State Office of Historic Preservation. This agreement allows the City to 15 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP review and approve projects funded by the Department of Housing and Urban Development (HUD) which may impact Fresno’s historic resources. 18 The 1980 amendments to the National Historic Preservation Act of 1966 provided for the establishment of a Certified Local Government program (CLG). The CLG program is a national program designed to promote the direct participation of a local government in the preservation of historic properties located within its jurisdiction. The CLG program further encourages the preservation of cultural resources by establishing a relationship between the local government, the State of California, and the National Park Service. In order to be a CLG, cities must comply with the following five criteria:  Adopt an historic preservation ordinance.  Establish a qualified preservation commission. 18 City of Fresno Planning Department, Historic Preservation web page. Accessed October 2010. http://www.fresno.gov/Government/DepartmentDir ectory/PlanningandDevelopment/Planning/HistoricP reservation/default.htm  Provide for adequate public participation in the local historic preservation program.  Conduct and maintain a comprehensive historic and architectural survey.  Complete other responsibilities assigned by the state. Certified Local Governments directly participate in the nomination of historic properties to the National Register of Historic Places and perform other preservation functions delegated by the SHPO under the National Historic Preservation Act. These may include the responsibility to review and comment on development projects for compliance with federal and state environmental regulations, including such activities as Section 106 reviews, review of National Register nominations, and review of rehabilitation plans for projects seeking the Federal Rehabilitation Tax Credit. Local governments that participate in the CLG program are also eligible to apply to the SHPO for funding. Each state is required to allocate ten percent of their annual Federal appropriation to CLG activities. Types of activities that can be funded through a CLG grant include: architectural, historical, archeological surveys; nominations to the National Register of Historic Places; staff work for historic preservation commissions; design guidelines and 16 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP preservation plans; public outreach materials such as publications, videos, exhibits, and brochures; training for commission members and staff; and rehabilitation or restoration of National Register listed properties. Fulton/Lowell Specific Plan (1996) The Fulton/Lowell Specific Plan (adopted in 1996 and amended in 2002) guides development in an area that includes the Lowell plan area, much of the Cultural Arts District and portions of the Central Business District within the Fulton Corridor plan area. The Fulton/Lowell Specific Plan “supports and recommends an increased emphasis on historic preservation” stating that “high priority should be given to the rehabilitation and restoration of historic structures, neighborhoods, and districts…” Fifty- seven (57) designated historic structures within the neighborhood (in 1996) are acknowledged and preservation is a stated goal supported by policy and implementation actions. 19 The development of the Fulton/Lowell plan included the formation of the Fulton-Lowell Plan Advisory 19 Fulton-Lowell Specific Plan (45.-46) Committee to monitor and oversee the implementation of the Specific Plan. Key among the Committee’s responsibilities is to “review and make recommendations on plan amendments, development entitlements (including building, demolition, and sign permits), and site plan review applications in the Fulton/Lowell Specific Plan Area.”20 20 Ibid. (61) 17 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP DOWNTOWN FRESNO HISTORIC CONTEXT Overview A historic context statement for Downtown Fresno is contained in the following pages. This historic context statement is a critical component of the 2011 survey. In order to understand the significance of the historic and architectural resources in Downtown Fresno, it is necessary to examine those resources within a series of contexts. By placing built resources in the appropriate historic, social, and architectural context, the relationship between an area’s physical environment and its broader history can be established. For this reason, historic properties must be considered in relation to important historic events and periods of development in the City of Fresno as a whole. A historic context statement analyzes the historical development of a community according to guidelines written by the National Park Service and specified in National Register Bulletin 16A. The Bulletin describes an historic context as follows: Historic context is information about historic trends and properties grouped by an important theme in pre-history or history of a community, state, or the nation during a particular period of time. Because historic contexts are organized by theme, place, and time, they link historic properties to important historic trends. In this way, they provide a framework for determining the significance of a property. An historic context statement is linked with tangible built resources through the concept of “property type,” a grouping of individual properties based on shared physical or associative characteristics. It should identify the various historical factors that shaped the development of the area. It may include, but need not be limited to:  Historical activities or events  Historic personages  Building types, architectural styles, and materials  Patterns of physical development An historic context statement is not a comprehensive history of an area. Rather, it is intended to highlight trends and patterns critical to the understanding of the built environment. It provides a framework for the continuing process of identifying historic, architectural, and cultural resources. It may also serve as a guide to enable citizens, planners, and decision-makers to evaluate the relative significance and integrity of individual properties. Specific examples referred to in this context statement are included solely to illustrate physical and 18 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP associative characteristics of each resource type. Exclusion from this context statement does not diminish the significance of any individual resource. Numerous sources were used to compile the historic context statement for Fresno’s Downtown. These include local newspapers; historic photographs; Sanborn fire insurance maps; and published histories. In addition, material included here has been developed in part by previous survey efforts. These surveys are reviewed in the Regulatory Framework section of the Downtown (Fulton Corridor) Survey Report. Elements of these documents and other studies have been incorporated here to provide continuity of scholarship and approach. Objectives Specific objectives of this historic context report include:  Establishment of significant themes and events in the development of Downtown Fresno;  Identification of property types associated with this development;  Description of architectural styles found in Downtown Fresno;  Identification of significant people who were influential in the development of Downtown Fresno;  Identification of architects, builders, developers and landscape architects known to have influenced the physical character of Downtown Fresno. Important Themes The historic context provides a general history of the built environment of Downtown Fresno, its associated themes and property types. It addresses the broad historical themes that contributed to the development of Fresno, outlines the chronological development of the built environment, and identifies key historic resources from each period. Themes that have had the most significant impact on the extant built environment of Downtown Fresno include:  The Railroad and Town Establishment  Early 20th Century Commercial Development  Early 20th Century Residential Development  Immigration and Fresno’s Ethnic Communities  Industrial Development  New Deal Civic Development  Mid-Century Downtown Commercial Revitalization  Mid-Century Downtown Civic Revitalization 19 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Pre-European History Humans have lived in the dry, arid regions of central California for thousands of years. The area’s earliest known human inhabitants are generally referred to as the “Yokuts” a native term meaning “people” that refers to over sixty tribes linked through language, culture, and kinship. These tribes populated a large swath of central California, ranging from the Sacramento River Delta in the north to present-day Bakersfield to the south as well as the Sierra Nevada foothills to the east. Evidence suggests the Yokut tribes developed a robust trading culture with other native California peoples including California coastal tribes.21 European Exploration and Settlement 1805-1848 Europeans did not arrive in central California until the 19th Century. Spanish missionaries first explored the region in 1805 and 1806, followed by the Ashley Expedition which arrived from St. Louis in 1823 to hunt and trap along the Merced, Stanislaus, and 21 Picayune Rancheria of the Chukchansi Indians website. accessed March 26, 2011. http://www.chukchansi.net/history.html Tuolumne rivers.22 While the Spanish expeditions would name the valley “San Joaquin”, the dry, desert-like region was not considered suitable for permanent settlement. Scattered settlements were eventually established after Mexican Independence in 1834. It was during the Spanish and Mexican eras that the name “Fresno,” (a Spanish word meaning “ash tree”) was first applied in the region to identify the Fresno River, a tributary of the larger San Joaquin River.23 In 1848, Mexico’s northern territories, including California, were ceded to the United States following the Mexican- American War. The discovery of gold at Sutter’s Mill north of Sacramento that same year attracted thousands of people to California in the Gold Rush. Miners were drawn to the southern Sierra Nevada in search of riches, and soon cattle ranchers occupied the San Joaquin’s arid lands. The new arrivals quickly organized their own settlements, including the mining town of Rootville 22 Page & Turnbull, Inc. Historic Properties Survey Report South Stadium Project Area, August 2008. 23 Hattersley-Drayton, Karana. Historic Architecture Survey Report for Renaissance at Santa Clara Residential Development Project, City of Fresno, February 2011. (16) 20 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP in 1851. Located on the San Joaquin River, Rootville was renamed Millerton in 1854 and in 1856 became the county seat of the newly created Fresno County, a new county carved out from portions of existing Mariposa, Merced, and Tulare counties. Millerton remained the county seat until 1874, when the recently established town of Fresno, located fifteen miles to the south, assumed the title. By that time, the majority of Millerton’s population had largely decamped to Fresno as well.24 Town Establishment 1872-1900 The town of Fresno’s establishment and its subsequent growth into the San Joaquin Valley’s most important urban center was made possible by three roughly concurrent developments: (1) the development of regional irrigation systems that unleashed the valley’s fertile soils and abundant sunshine for agricultural use; (2) the construction of the Central Pacific Railroad through central California which provided a vital connection to the country’s urban 24 Page & Turnbull, Inc. Historic Properties Survey Report South Stadium Project Area, August 2008. (5) The Millerton town site is today the site of Lake Millerton, an artificial lake created by the 1942 construction of the Friant Dam. centers to the east; and (3) the formation of agricultural colonies which brought thousands of farmer-settlers to the region and maximized the valley’s agricultural potential. These three factors would place Fresno at the center of what would become the most productive agricultural regions in the United States.25 Water, Agriculture and the Railroad Irrigation of farmland in Fresno County begins with the storied partnership of ranch owners Anthony Y. Easterby and Moses J. Church. Believing that the land in Fresno County held significant agricultural possibilities, Easterby purchased a large tract of land north and east of present-day Downtown Fresno in 1867. He hired Church, another believer in the county’s agricultural potential, to design and build a canal and irrigation system that would divert water from the Sierra Nevada and provide a reliable water source. The resulting system provided Easterby with enough water to successfully cultivate a substantial wheat 25 Hattersley-Drayton, Karana. Historic Architecture Survey Report for Plan Amendment A-08-007 and Rezone A-08-034, City of Fresno, July 2009 (5) 21 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP crop by 1871.26 Church would then form the Fresno Canal and Irrigation Company and go on to build hundreds of miles of canals -- referred to colloquially as “Church Ditches” -- throughout the region.27 Easterby’s lush wheat fields were noticed by officials from the Central Pacific Railroad as they passed through Fresno County looking for a location for a train station to service newly laid tracks running north-south through the San Joaquin Valley. They purchased over 4000 acres of land located to the west of Easterby’s ranch and established the Fresno Station site. The new town of Fresno Station was surveyed by Edward H. Mix in a gridiron plan that paralleled the railroad tracks. The standardized pattern of streets, blocks, lots and alleys varied only to set aside land for a county courthouse and a broad corridor through the center of town for rail yards, and track right-of-way. The 26 Page & Turnbull, Inc. (6) 27 Panter, John “Central California Colony: Marvel of the Desert”, Fresno Past & Present, the Journal of the Fresno City and County Historical Society, Vol. 35 No. 2, Summer 1994. Central Pacific train depot was located at Tulare and “H” streets. By 1874, the County Courthouse was constructed, and a cluster of commercial establishments had formed along “H” Street that included stores, hotels, restaurants, and saloons. Fresno County Courthouse (demolished) Fresno Historical Society Archives 22 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Fresno Map 1873 23 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP One year later, 600 people were resident in Fresno including approximately 200 Chinese living on the west side of the railroad tracks.28 By 1880 the population was over 1000. Widespread prosperity would ultimately come to Fresno County with the introduction of agricultural colonies. These colonies secured water rights for large tracts of land. The land was subdivided into smaller land plots, and the individual plots sold as family farms with the individual farmers sharing water rights on a cooperative basis. The first of these to be successful was the Central California Colony established in 1875 just three miles south of the town of Fresno.29 It would serve as a model for the region and by 1903 Fresno County boasted 48 separate colonies on over 70,000 acres.30 Through the colony system, the large tracts of land surrounding Fresno were cultivated by thousands of settlers who relocated to the region. 28 Clough, Charles W. and Secrest, William B., Jr. Fresno County: The Pioneer Years from the Beginnings to 1900. Fresno, CA: Panorama West Books, 1984. (122) 29 Panter 1994 (2) 30 Ibid. (9) Fresno County’s most famous and lucrative cash crop was the raisin. Local legend has it that California’s first raisin crop was the result of a massive heat wave in 1873 which dried grapes on the vine before farmers could pick them. Whether apocryphal or not, the intensive sun of the San Joaquin proved perfect for drying raisins and raisin grapes became a primary crop in Fresno County. Cotton and figs also became important crops. As agricultural production grew and diversified, Fresno became the primary market town for the San Joaquin Valley.31 City Incorporation and Development In 1885, with a population of over 3000, Fresno was incorporated as a city. The January 1885 Sanborn map shows a typical American frontier town with scattered development across a roughly six-block area radiating north-east from the Central Pacific depot. The town includes a densely constructed commercial corridor running three blocks up Mariposa Avenue between H Street and the courthouse at Mariposa and K Streets (present-day Van Ness Avenue) replete with commercial shops, lodging houses, banks, offices, 31 Hattersley-Drayton, Plan Amendment 2009 (7) 24 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP restaurants and saloons. Residential dwellings are less densely distributed north and northwest of Mariposa Avenue along Fresno and Merced Streets, and H, I, J, and K streets. By 1887 all of the originally platted railroad lots had been sold and expansion subdivisions outside the original town site were underway. The May 1888 Sanborn Map shows residential development expanding north and west of Merced Street along Tuolumne, Stanislaus, Calaveras, H, I, J and K streets, and east of Mariposa Avenue along Tulare, Kern, Inyo, Mono, and Ventura Streets, and H, I J, K, L, M, and N streets. In 1889 the City’s streets were paved and a new Central Pacific Depot was constructed at H and Tulare streets, replacing the earlier depot at the same site. By 1890 Fresno’s population had reached over 10,000 people. In 1896, the San Francisco and San Joaquin Valley Railroad (later the Santa Fe Railroad) came to Fresno, located northeast of and parallel to the Central Pacific. The Mission Revival style depot at Tulare and “O” streets was completed in 1899. Although never a manufacturing center, Fresno developed a robust industrial sector needed to support its growing status as a transport and distribution center for an increasingly important agricultural region. Industrial activity in Fresno developed largely in support of agricultural activities -- primarily raisin and dried fruit packing – with facilities tending to cluster in close proximity to the railroad. By 1898 eleven large fruit packing houses could be found on H and G streets, forming an industrial corridor between Fresno Street to the north and Santa Clara Street to the south. Other industrial properties along the same corridor include grain warehouses, produce warehouses, and lumber yards.32 Industrial development continued south and east along the rail lines and also clustered near the Santa Fe depot to the north. 32 Fresno Sanborn Fire Insurance Maps 1898 Southern Pacific (originally Central Pacific) Depot 25 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Mariposa Street in 1888 May 1888 Sanborn Insurance Map 26 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Immigration and Ethnic Settlement Fresno’s late 19th Century population was an ethnic mix of people with origins from many points around the globe. The earliest settlers were former miners drawn to California by the Gold Rush and Scandinavian farmers who were some of the first to take advantage of the cooperative opportunities of the agricultural colonies. Ethnic groups whose settlement patterns were important to the development of Downtown Fresno include the Chinese, present in Fresno from the very beginning. Restricted from other areas, the Chinese settled south of the railroad between G Street, Mariposa Avenue, F Street and Kern Street which immediately became known as “Chinatown.”33 The racial restrictions produced a density and intensity of land use in Chinatown found nowhere else in Fresno. The 1898 Sanborn Map reveals lodging houses, saloons, gambling parlors, “female boarding” houses34, and a Chinese theater all packed into a couple of blocks. Towards the end of the 19th Century, Japanese immigrants 33 Hattersley-Drayton, Plan Amendment 2009 (5-6) 34 Understood to be a euphemism for brothels. also began arriving in Fresno. Facing similar anti-Asian racial prejudice, many would settle in the Chinatown area. The first Armenian settlers, the Seropian Brothers, arrived in Fresno in 1881. Successive waves of Armenian immigration would create one of the strongest and most successful ethnic communities in Fresno. Many of the first Armenian immigrants were farmers whose expertise with vineyards and grape cultivation would become instrumental in the development of the raisin industry. Armenians would eventually colonize an area located between the Santa Fe and Southern Pacific tracks known locally as “Armenian Town”35 which was roughly bounded by Kern Street, Los Angeles 35 Hattersley-Drayton, Plan Amendment 2009 (6) Wing Chee Family circa 1900 Fresno Historical Society Archives 27 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Street, Broadway and O Street. Fresno’s Armenian population would reach its peak in the aftermath of the1915 Armenian Genocide by the Ottoman Empire which forced emigration of many Armenians.36 Ethnic Germans from Russia or “Volga Germans” first arrived in Fresno in 1887.37 Their numbers continued to grow and the community coalesced in “German Town” located directly south of Downtown in an area of land bounded by Church Street, Mono Street, G Street, and Fruit Street.38 A smaller community of African- Americans was also present very early, evidenced by the 1892 establishment of an African Methodist Church in 1882. The African-American community largely settled south and west of Downtown Fresno.39 36 Armenian National Institute website http://www.armenian-genocide.org 37 Architectural Resources Group. Germantown, Fresno Historical Context, April 2006. ( 8) 38 Ibid. (12) 39 Clough, 1984. (137) Urban Form and Pattern By the turn of the century Fresno had a population of over 12,000 people and the city had established its fundamental urban form. Key characteristics of this form include the two parallel rail lines bordering the central city to the southwest and northeast; the original street grid oriented northwest-southeast in concert with the rail lines; mid-block alleys as part of the street grid; the centrally located County Courthouse within a large grassy square; a growing central business and commercial district radiating from the intersection of Mariposa Street and J Street just south of the Courthouse; industrial uses clustered along both rail lines (H and G streets to southwest, R and Q streets to the northeast); and surrounding residential neighborhoods with the more prosperous citizens locating to the north and east, and citizens of more modest means located to the south and west. Mariposa Street 1889 A.W. Peters Collection of Fresno County, Fresno Historical Society Archives 28 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Sanborn Fire Insurance Map 1898 Overview map showing Fresno’s urban pattern at the end of the 19th century. 29 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP The expansion of the city outside the original town site was also well- established with street alignments shifting from the original northwest- southeast direction within the original town site to an alignment with the cardinal directions within the expansion areas.40 This general pattern would carry forward into the mid-20th Century. The Valley’s Metropolis (1901-1930) The first three decades of the 20th Century were a period of steady growth and increasing prosperity for Fresno during which the city established itself as the primary city of the San Joaquin Valley. Growth and Prosperity The City’s first electric streetcar was in use in 1902. By 1909 the first double- track streetcar line was installed along J Street. By the early 1920s, streetcar lines would radiate out from the central business district to the north, east, south, and west where farmland was being subdivided for suburban development. The expanding transit infrastructure, along with exponentially increasing private automobile ownership, made living further from the 40 Page & Turnbull, Inc. (8) city center possible. Land within the central city increasingly became used for commercial and civic purposes. Fresno Streetcar Fresno Historical Society Archives 30 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Fresno Transit Map 1923 Taken from Trolleys of the San Joaquin-When Fresno Rode the Rails by Edward Hamm Jr. 1979 31 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Three important civic buildings were constructed Downtown in the decade just after the turn of the century. The first, the Fresno Public Library, was built on the east side of I Street between Merced and Tuolumne with a $30,000 Carnegie grant. Completed in 1904, the Fresno Carnegie Library was one of the earliest and costliest in the Carnegie system. Architects Copeland and Dole of New York designed the building in the Classical Revival style.41 41 Carnegie Libraries of California website http://www.carnegie-libraries.org/california/fresno.html The Carnegie Library was demolished in 1959. In 1907, the first purpose-built City Hall was constructed just down the street from the library at the southeast corner of I Street and Merced. A new Post Office was constructed at the northwest corner of Tulare and Van Ness. These substantial and architecturally distinguished buildings signaled that Fresno had moved beyond its early nascent stage. Concurrently, Fresno’s central business district experienced a building boom during the early part of the 20th century. The 1906 Sanborn Maps show the central commercial corridor expanded along I and J streets both north and south of Mariposa between Tulare and Fresno streets. By 1919, the concentration of buildings on both streets reaches north to Tuolumne and south to Inyo with stores, restaurants, offices, banks, hotels, and theaters all represented.42 That same year, I Street was renamed Broadway and K Street was renamed Van Ness Avenue. In commemoration of Fresno business man Fulton G. Berry, J Street was renamed Fulton Street in 1923.43 42 Fresno Sanborn Fire Insurance Map 1919. 43 Urbana Preservation and Planning. City of Fresno Arts-Culture District Historic Property Survey, July 2006. (17) Fresno Carnegie Library (demolished) Fresno County Public Library Collection 32 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Sanborn Fire Insurance Map 1918-1919 Map showing the density of central Fresno in the early-20th century. 33 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP The newly named Fulton Street had been Fresno’s established “Main Street” for years, the preferred location for the Valley’s major consumer retailers. Downtown’s skyline was transformed in 1913 when the ten-story Griffith- MacKenzie building was constructed on J and Mariposa streets, beginning a series of high-rise and significant building construction that would last until 1929. Major commercial buildings constructed in the central business district during this period include the Hotel Fresno (1912); Gottschalk’s Department Store(1914); the Bank of Italy Building (1918); the Hotel Virginia (1920); the Mattei Building (1921); the T.W. Patterson building (1922); the San Joaquin Light & Power Company building and Hotel Californian (both 1923); the Radin-Kamp Department Store (1924); the Wilson Theater(1926); and the Pantages Theater(1928). Bank of Italy Building shown in 1926 Downtown Fresno circa 1920 San Joaquin Light & Power Building 1923 34 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Many of the significant buildings were designed and constructed by the local firm of R.F. Felchlin which was formed in 1912 by Richard F. Felchlin and architect Charles Franklin. In 1917, architect Raymond Shaw joined the firm and the firm became Felchin, Shaw & Franklin in 1925.44 Their work would define the Fresno skyline to the present day. Fruit Packing and Industrial Growth Led by the fruit packing industry, the City’s industrial areas continued to expand in the 20th century. Large parcels south of the Central Pacific tracks were developed with packing houses, storage warehouses, and drying sheds. Fruit and produce wholesalers Hobbs-Parsons Company operated several warehouse and packing facilities. Their 1903 produce warehouse at the corner of H Street and Tulare remains in place today and has been designated a historic resource by the City. The 44 A Guide to Historic Architecture in Fresno, California Accessed April 15, 2011. http://historicfresno.org/bio/bio.htm Among the firm's major projects in Downtown Fresno were the Bank of Italy Building (1918), the Patterson Building (1922), the San Joaquin Light & Power Building (1923), the Pacific Southwest Building (1923), and the Radin & Kamp Department Store (1925). Pacific Coast Seeded Raisin Co Plant No. 6 first appears on the 1906 Sanborn Map at the northeast corner of G and Mariposa. Later operated by other concerns, the facility would continue to grow, taking over the block between Mariposa and Fresno. The plant still remains today.45 Many of the businesses identified on the early Sanborn Maps indicate branch operations of statewide, national and international companies. The California Fruit Canners Association Fresno Branch Cannery No. 16 was located on H Street between Ventura and San Benito streets.46 The Association was the result of a merger of California’s major fruit canners. In 1916, they became the California Packing Corporation or CALPAK, marketing products under the Del Monte brand.47 45 Fresno Sanborn Fire Insurance Maps 1906, 1919, 1948, 1963, 1970. 46 Fresno Sanborn Fire Insurance Map 1906. 47 "California Fruit Canners Association." Encyclopedia Britannica. Encyclopedia Britannica Online. Encyclopedia Britannica, 2011. Web. 17 Jun. 2011. <http://www.britannica.com/EBchecked/topic/895 84/California-Fruit-Canners-Association 35 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Sanborn Fire Insurance Map 1918-1919 Industrial development along the railroad between Tulare Street and Inyo Street. Sanborn Fire Insurance Map 1918-1919 Industrial development along the railroad between Inyo Street and Ventura Street. 36 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP The Rosenberg Brothers Company operated a large raisin and dried fruits packing house (previously operated by the H.L. Hobbs Company) at the northwest corner of G Street and Mono.48 The Rosenberg Brothers were the founders of the Bear Creek Corporation of Medford, Oregon, marketing fruits and nuts as gifts under the “Harry & David” brand.49 Another organization whose name appears on early 20th Century Sanborn maps is the California Associated Raisin Company (CARC) whose success would bring the San Joaquin Valley and Fresno international recognition. CARC was a cooperative organization formed in 1912 by a group of San Joaquin Valley raisin growers to gain greater market share and combat fluctuating prices and demand. Growers sold their raisins to CARC for a guaranteed price and then shared in any net profit, less a fee to run the organization and pay a dividend to shareholders. 48 Fresno Sanborn Fire Insurance Map 1919. 49 http://www.oregonencyclopedia.org/entry/ view/harry_david/ CARC would be responsible for packaging the raisins and promoting their use throughout the country.50 In 1915, CARC began marketing their raisins under the “Sun-Maid” brand name. A painted image of a young girl wearing a red sun bonnet and holding a tray of freshly picked grapes became the company’s trademark, reproduced on raisin boxes and all manner of promotional materials. The model for the image was a local Fresno girl named 50 Sun-Maid Corporate website. Accessed April 24, 2011. http://www.sun- maid.com/en/about/our_history.html 1916 Sun Maid logo Image courtesy of Sun Maid Corporation. 37 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Lorraine Collett Peterson who worked part time for a packing company. Along with a group of other "Sun Maids" employed by the firm, Miss Peterson made personal appearances to promote the raisins, while magazine and newspaper ads emphasized the benefits of raisins dried naturally by the sun versus mechanical or chemical drying. Recipe booklets and other materials helped increase Americans' consumption of raisins significantly. CARC also employed a national team of agents to sell raisins directly to grocers, reducing the need for an outside distribution network. This sophisticated integration of advertising, public relations and sales efforts was enormously successful.51 In 1918, CARC opened a huge processing and packing plant at the corner of Hamilton and Pearl streets just south of the Fulton Corridor. CARC's name was officially changed to Sun-Maid Raisin Growers of California in 1922, reflecting the success of its national branding efforts. Sun Maid 51 Ibid. would continue operating the Fresno plant until 1964. 52 In addition to fruit packing, other industrial activities during this period included grain storage, general merchandise warehousing, lumber yards, beer and soda bottling, soap manufacturing, and a machine foundry. The Danish Creamery Association began operating a dairy products processing facility at the corner of E Street and Inyo sometime before 1918.53 Dairy products are still 52 Ibid. 53 Fresno Sanborn Fire Insurance Map 1918. Fresno Sun Maid Packing Plant 1918 Image courtesy of Sun-Maid Corporation. 38 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP processed today at the site by California Dairies, Inc. including butter under the Danish Creamery brand name.54 54 http://www.californiadairies.com/products 39 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP The area north of the railroad tracks and northwest of the central business district also began to change dramatically during the second decade of the 20th Century where commercial and light industrial uses, including a large number of automobile service businesses, began to replace the residential properties originally constructed there. By the end of the 1920s, Fresno had transformed into a thriving city at the center of the United State’s most productive agricultural region. The downtown was fully established as the San Joaquin Valley’s primary marketplace offering office, retail, lodging, dining, and entertainment facilities. Adjacent industrial activity enabled agricultural goods to be processed and shipped to distant consumers. The central city’s residential areas had largely been developed. Residential properties were increasingly redeveloped for commercial uses as the City’s wide-ranging streetcar system and increased private automobile ownership allowed more of Fresno’s citizens to live outside of the city center. Fresno, along with the nation, appeared increasingly prosperous. Then on November 24, 1929, the New York Stock Exchange crashed and millions of dollars in stock value vanished. The stock market crash exposed structural weaknesses in the banking and finance systems, key industries, and the economy as a whole, ushering in the Great Depression. The Great Depression and World War II (1930-1945) The Great Depression had a profound effect on the San Joaquin Valley. Farmers were forced to cut costs in the face of reduced demand for their products; many were forced into foreclosure. Along with the rest of the country, unemployment skyrocketed. The Valley’s problems were exacerbated by the influx of migrant Fulton Street 1924 Image courtesy of Pop Laval Collection. 40 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP refugees or “Dust Bowl” migrants. It is believed that 2.5 million people migrated from the Midwestern Plains states between 1930 and 1940, with over 300,000 relocating to California just between 1930 and 1934.55 Thousands more would continue to arrive throughout the 1930s and many ended up in the Central Valley as migrant farm workers earning very low wages. Fresno’s downtown development boom came to an end. While the economy did reach a tenuous equilibrium by the mid-1930s and Downtown Fresno’s streets continued to bustle with commercial activity, no new major downtown construction project was initiated by private enterprise until after World War II. Instead, major projects were the result of government spending. 55 Starr, Kevin, Endangered Dreams, The Great Depression in California, Oxford University Press 1996. (224) Civic Improvements and the “New Deal” The domestic policies of the administration of U.S. President Franklin Delano Roosevelt in the 1930s – popularly called the “New Deal” -- marshaled direct government investment to alleviate the problems of poverty, unemployment and the disintegration of the American economy associated with the Great Depression. 56 The Public Works Administration (PWA), which began in 56 “New Deal”, Encyclopaedia Britannica online, accessed April 7, 2011. http://www.britannica.com/ EBchecked/topic/411331/New-Deal Intersection of Fulton Street and Tulare Street 1936 Image courtesy of the Pop Laval Collection 41 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP 1933 and the Works Progress (later Work Projects) Administration (WPA), which began in 1935, funneled significant financial resources to communities across the United States for the construction of roads, bridges, parks, and civic and institutional buildings.57 In 1933 the City of Fresno implemented a street improvement program along Broadway between Divisadero and Tulare streets. The width of Broadway was increased by ten feet and buildings affected by the street widening were given façade remodels in a Spanish Revival style. Two extant properties Downtown that reflect the 1933 Spanish architectural controls are the warehouse at 1416 Broadway and the Parker Nash building at 1462 Broadway.58 A group of local architects including W. D. Coates, Charles H. Franklin, H. Rafael Lake, Ernest J. Kump, Sr., Fred Swartz, and Edward W. Peterson formed a partnership in order to 57 Ibid. “Works Progress Administration”, http://www.britannica.com/EBchecked/topic/64817 8/Works-Progress-Administration- WPA?anchor=ref17478 58 Urbana Preservation and Planning., Arts-Culture 2006. (17) compete with larger firms for commissions funded by New Deal programs. This group – Allied Architects of Fresno – would go on to design the majority of New Deal funded buildings constructed in Fresno.59 The New Deal would transform the City’s Civic Center with the construction of five new civic buildings constructed between 1936 and 1941 near the County Courthouse. These projects include the Fresno Memorial Auditorium, the U.S. Post Office, the Fresno County Hall of Records, the Fresno Unified School District Administration Building, and the Fresno City Hall. 59 Planning Resource Associates, Inc. Mid-Century Modernism Historic Context, September 2008. (22) Fresno Memorial Auditorium Postcard image circa 1940 42 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP In addition to monumental civic projects the New Deal benefited Fresno through park improvements, street improvements, and fire stations. In 1939, following a national trend away from fixed-rail transit, Fresno’s streetcars were removed from service and replaced with buses. Despite the severe economic downturn, the decentralizing forces of increased automobile ownership and readily available land were apparent. World War II On December 7th, 1941 the Japanese attacked Pearl Harbor and the United States officially entered World War II. The United States entrance into the War effectively ended the Depression in California as all aspects of the national economy mobilized to serve the war effort. California received almost 12% of the government war contracts and produced 17% of all war supplies.60 California also acquired more military installations than any other state by a wide margin, and military bases were opened throughout the state. Aircraft, shipbuilding, and numerous other industries were booming due to the war effort, and unemployment was virtually eliminated. 60 California Military History Online, website (http://www.militarymuseum.org/HistoryWWII. html). Accessed June 2011. Fresno Hall of Records Postcard image circa 1940. Streetcars on Fulton Street at Mariposa 1938 Image courtesy of the Fresno Bee archives. 43 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Approximately 60,000 servicemen were stationed in and around Fresno during the War. Military activity was concentrated at two locations. One, the Hammer Field bomber base, was constructed in 1941 just beyond what was then the eastern boundary of the City. Today it is the site of Fresno Yosemite International Airport. The second, Camp Pinedale, was located six miles north of Downtown Fresno in the (then) unincorporated community of Pinedale on the site of the defunct Sugar Pine Lumber Company. 61 The Army had acquired the site in March of 1942 for use as an Army Signal Training School.62 Fresno County was also the site of two of the temporary detention camps (also known as “assembly centers”) that facilitated the first phase of the mass incarceration of Californians of Japanese ancestry. One detention camp operated at Camp Pinedale between May and July of 1942. The second was at the Big Fresno Fairgrounds located east of 61 Planning Resource Associates, Inc. Mid-Century Modern (27) 62 Planning Resource Associates, Inc. Pinedale Historic Resource Survey, October 2007. (8) Downtown at the intersection of Kings Canyon Road and Maple Avenue.63 63 Planning Resource Associates, Inc. Mid-Century Modern (28) Soldiers parade down Fulton Street 1943 Image courtesy of The Fresno Bee. 44 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Renewal and Revitalization (1946-1979) In the years following World War II California experienced a period of unprecedented population growth and economic expansion. California’s population increased by sixty-seven percent between 1950 and 1960. By 1970, California would have almost 20 million residents.64 The population explosion coupled with ever increasing automobile ownership spurred the development of the automobile-oriented suburb. As the California’s cities expanded outward to accommodate new residential subdivisions, business and industry followed. The traditional role of Downtowns as the primary location for economic and cultural activity was eroded.65 Downtown Stagnation The post-war era marked the decline of downtowns throughout the United States due to suburban development, the demise of urban mass transportation 64 Starr, Kevin, Golden Dreams, California in an Age of Abundance 1950-1960, Oxford University Press 2009.(x-xi) 65 Fogelson, Robert F. Downtown: Its Rise and Fall, 1880-1950, Yale University Press, 2003. and disinvestment in City centers.66 The City of Fresno was no exception although these changes were not immediate. In 1948, Gottschalk’s flagship store on Fulton Street was expanded and its façade was renovated in a late-Moderne style. This investment appeared to signal the retailer’s belief in the continued viability of Downtown Fresno as an important retail center. Other smaller retailers also revamped their street-facing facades. The pending construction of Highway 99 just west of Downtown promised greater accessibility from outlying areas. 66 Ibid. Fulton Street Postcard image circa 1955. 45 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP By the mid-1950s, however, the results of rapid suburbanization were becoming evident in Downtown Fresno as major retailers such as Sears & Roebuck relocated to newly developed suburban shopping centers such as Manchester Center (1955) and Fig Garden Village (1956).67 The downtown core was continually being bypassed as a place to locate new businesses. With Downtown unable to compete with burgeoning suburban development, construction of new buildings in Downtown Fresno came to a virtual halt. The Gruen Plan and Urban Renewal Official planning for the renewal and revitalization of Downtown Fresno began under the leadership of Mayor Arthur Selland (1958-1963). In 1958, the Fresno Redevelopment Agency and the Downtown Association68 hired Victor Gruen Associates to create a General Plan for the redevelopment of the downtown area. The revitalization 67 PBID Partners of Downtown Fresno website, The Fulton Mall: A Brief History , accessed March 9, 2011 http://www.downtownfresno.org/fulton- mall.html 68 The Downtown Association of Fresno is a private, nonprofit membership organization founded in 1955 to support the revitalization of Fresno’s Central Business District. of Fulton Street, development of a government and public service civic center, and the construction of a regional conference center were all considered essential for restoring Downtown Fresno as an important urban center.69 Victor Gruen was considered one of the most innovative and influential figures in the design of commercial and retail architecture. After immigrating to the United States from his native Austria in 1938, Gruen quickly found success with his imaginative designs for urban retail stores. His 1954 design of the Northland Center shopping mall in suburban Detroit, is considered America’s first outdoor suburban shopping mall, and brought Gruen national attention. In 1956 he designed the nation's first indoor shopping mall -- Southdale Center -- in Edina, Minnesota, southwest of Minneapolis.70 69 PBID Partners of Downtown Fresno website. 70 Loomis, Allen A. Locating Victor Gruen, 2000. Accessed on Delirious LA website April 22, 2011. http://www.deliriousla.net/essays/2000-gruen.htm 46 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Original Comprehensive Plan for Core Superblock Victor Gruen Associates, 1960 47 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Gruen believed that the lessons learned with his shopping mall designs would have a transformative effect when applied to urban settings. In 1955, Gruen Associates designed a conceptual plan for the revitalization of downtown Fort Worth. The Fort Worth plan surrounded the downtown’s central business district with a ring road that fed automobile traffic from freeways and major boulevards into large parking structures. Inside the traffic ring was a landscaped pedestrian zone defined by the former street grid, forming a massive “superblock” unmolested by automobile traffic.71 Although the Fort Worth plan was never built, it generated a considerable amount of attention, particularly among the architects, planners and engineers engaged in combating urban decay in the United States. Gruen and Associates soon developed a similar plan for Kalamazoo, Michigan where the nation’s first downtown pedestrian mall was constructed in 1959. Similar to his plans for Fort Worth and Kalamazoo, Gruen’s plan for Fresno envisioned new downtown freeways, high-rise office and residential 71 Ibid. developments and a new downtown traffic pattern looping around a traffic- free commercial core. A six-block pedestrian mall along Fulton Street would be the centerpiece of the commercial core.72 Commercial Revitalization and the Fulton Mall The focused attention on Downtown immediately spurred new commercial development in fulfillment of the plan’s vision. In 1961, Guarantee Savings and Loan moved in to the 1921 Mattei Building after remodeling the first three floors. The iconic revolving “G” at the top of the building signaled resurgence in Downtown business activity.73 That same year, Berkeley’s, a women’s clothing retailer, 74 and Walter Smith a men’s and boy’s clothing retailer, opened new stores on opposite corners of Fulton and Kern streets.75 72 Ibid. 73 “Savings Firm Will Open New Quarters”, Fresno Bee, July 2, 1961 74 “Berkley’s Will Open In New Quarters”, Fresno Bee, April 9, 1961 75 “Walter Smith Moves To Fulton-Kern Area”, Fresno Bee, November 5, 1961 48 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Fulton Street looking northwest 1962 Image courtesy of Lance & Cromwell. 49 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP In 1962, the Fink & Skopp furniture store moved into a new building at 933 Van Ness Avenue. Constructed on the site of the 1920s-era Sequoia Hotel, the new building, designed by local architect Robert W. Stevens, featured a dramatic arched façade. Even more impressive was the development of the Del Webb Center at M Street and Tulare which opened to the public in 1964.76 The Center was developed by Delbert Eugene “Del” Webb, (1899-1974), a Fresno native who had made a fortune in real estate development. 76 Grimes, Ward W., “Del Webb Center Will Be Dedicated Tomorrow”, Fresno Bee, March 6, 1964 A larger-than-life personality, Del Webb was friend and confidant to many prominent politicians and entertainers. 77 Perhaps best known for founding and developing the model retirement community of Sun City, Arizona in 1960, the Del Webb Company developed numerous residential subdivisions, shopping centers, hotels and retirement communities throughout the nation.78 The full city block Del Webb Center included a high-rise office and hotel tower, street level shops and a parking garage. Designed in a Corporate Modern style, the Del Webb tower was the first high-rise building to be constructed in Downtown Fresno since the 1920s. 77 Sisson, H.L., “Webb Opening Points To Big Fresno Future”, Fresno Bee, March 7, 1964 78 Del Webb was also a part owner of the New York Yankees baseball team from 1945 to 1964. Present-day view of the former Fink & Skopp store building. Del Webb Center Postcard image circa 1965. 50 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP The centerpiece of the Gruen Plan was the development of a six-block outdoor pedestrian mall along Fulton Street, intended to revitalize the City’s historic “Main Street” as a retail destination and spur further development of Downtown’s commercial core.79 Fulton Mall was created by excluding vehicular traffic from six blocks of Fulton Street between Inyo and Tuolumne streets. Mariposa, Kern, and 79 Victor Gruen Associates, Central Area Fresno, California, vol. 1, Research and Basic Planning, March 16, 1959 Merced streets were also vacated one block in each direction from the point of where they transect Fulton Street. The Mall was designed by the celebrated landscape architect Garrett Eckbo, a pioneer in modernist landscape design. Eckbo’s design was inspired by the natural environment and agricultural roots of the San Joaquin Valley. The Mall right-of ways were paved in stained concrete inlaid with sweeping curvilinear ribbons of concrete aggregate. Fulton Mall circa 1965 51 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP The Mall features planted areas with shade trees and shrubs, numerous fountains and water features, shade pavilions, and seating areas. The mall also contains a diverse and celebrated collection of sculpture and tile work by local, national, and international artists.80 The Fulton Mall was opened to the public on September, 1 1964. Thousands attended the opening ceremonies, officiated by local dignitaries and California Governor 80 McKnight, H. Ray and Harold Tokmakian, At Risk: Fulton Mall, Fresno CA, August 6, 2008, Cultural Landscape Foundation website, Accessed May 18, 2011. http://tclf.org/content/fulton-mall-fresno-ca Edmund G. Brown. It was initially viewed as a great success, celebrated as a bold innovation in urban renewal and revitalization.81 Drawing world-wide attention, the mall received several national design awards, including honors for "Excellence in Community Architecture" from the American Institute of Architects in 1965, and the "National Design Excellence" award from the US Department of Housing and Urban Development in1968. 81 “Fresno: A City Reborn” . Short film produced by Victor Gruen & Associates, 1968. Fulton Mall circa 1965 Image courtesy of The Cultural Landscape Foundation. 52 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Representatives from cities around the country traveled to Fresno to tour the mall and apply similar ideas to their communities, and downtown pedestrian malls became an urban design trend throughout the 1960s and 70s. Locally, merchants on the Fulton Mall reaped the benefits of increased foot traffic and improved sales.82 The Mall would remain popular with shoppers through the end of the 1960s. Critical to Gruen's plan was the strategic placement of structured parking facilities to accommodate downtown shoppers. Two examples of architect designed parking garages in Fresno are located on opposite ends of the Fulton Mall. A municipal parking garage (ca. 1964) at Merced Street and Van Ness Boulevard designed by Alastair Simpson was located on the north end of the Fulton Mall. This garage was integrated with commercial storefronts facing Van Ness Avenue. A second garage was constructed at the south end of the Fulton Mall in 1968. Designed by Martin Temple of Walter Wagner and J. Martin Temple Architects, this uniquely designed 82 Planning Resources Associates Inc. 2008 (37) structure features twin spiral ramps on the Van Ness façade.83 The cost of structured parking, however, proved to be prohibitively expensive. As an interim solution, the majority of buildings on the Broadway Avenue business district were leveled to make room for surface lots. The Gruen plan identified the parcels fronting Van Ness Avenue between Fresno and Tulare as an important development site. Conceptual drawings showed mid- and high-rise buildings set back on a two-story podium. The entire block was envisioned as a unified complex.84 83 Ibid. (50) 84 Victor Gruen Associates, Central Area Present-day view of the Spiral Garage. 53 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Actual construction on this block was initiated in conjunction with the construction of an underground parking garage at the site. Completed in phases between 1968 and 1979, the project as built included a bank building, Hilton Hotel and commercial offices. The Fresno Convention Center The development of a modern convention and cultural arts facility was considered a key component of Downtown’s revitalization. As early as 1961 plans for the development of a convention and cultural center were underway. An $8 million bond proposal failed to receive approval by the necessary two-thirds of voters in April 1963 elections. Undaunted, Fresno’s City Council and Fresno County formed the City and County Convention Center Authority under the state Joint Exercise of Powers Act.85 This act gave the new authority the ability to issue $8.5 million in revenue bonds to finance the project. 85 Planning Resources Associates Inc. 2008 ( 51) Intersection of Van Ness Ave. and Mariposa Street 1964 Conceptual drawing by Victor Gruen & Associates. 54 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Located between Inyo, Ventura, M and O streets, construction of the Fresno Convention Center began in 1965 and was completed in 1966 for a total cost of $10 million. Designed by Robert Stevens and Associates in a late-Modern style, the complex contains a 2356 seat theater, a 32,000 square foot exhibit hall, and a 7000 seat arena connected by an interior landscaped courtyard. The asymmetrical buildings are accented with steeply pitched roofs of oxidized Alloy steel.86 Civic Revitalization Fresno’s Downtown revitalization efforts extended beyond the central business district and the Fulton Mall to include public sector buildings and the creation of a bona fide civic center. Government buildings had been clustered near the County Courthouse since the 1930s, but they were generally constructed as stand-alone buildings without much relationship with each other. After World War II, the City of Fresno passed a bond issue to reserve the entire block occupied by the historic Fresno Water Tower – two blocks north of Courthouse Square -- for a future public plaza. $375,000 was acquired to clear 86 Ibid. the property and construct the plaza.87 But by the early 1960s, the now cleared block was being used for parking. In 1950, a new building for the Fresno County Office of Education was constructed at the corner of M and Mariposa streets just east of Courthouse Plaza. A new Fresno County Library was constructed in 1959 just across Mariposa from the Water Tower block. In 1960, a new Police Headquarters was constructed in one block south on Mariposa, sharing the block with the 1941 City Hall building. A Master Development Plan for Fresno’s Civic Center adopted in 87 Planning Resources Associates Inc. 2008 Fresno Convention Center Painting by Rik Roberts 55 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP 196688 envisioned a centralized civic and governmental district communicating with the adjacent cultural and convention facilities. To integrate the existing buildings, recently built buildings, and proposed future construction, the plan proposed several street closures to favor pedestrian circulation, landscaped public areas and underground parking facilities. Older buildings would be unified with newer, modern buildings to create a contemporary civic campus with Mariposa Street as its central axis. The plan also included language preventing commercial development on the Water Tower Block. Containing the County Courthouse, Hall of Records, and the County Jail, Court House Square anchored the civic center’s western end. In the early 1960s, the City announced that plans to demolish the 1874 County Courthouse and construct a modern, eight story office and courthouse building in its place. 88 Ibid. The Civic Center study was the work of James Oakes, AIA, Gay McCline, AIA, landscape architect Burr Garman, ASLA, and planning consultant, Robert E. Dyer. County Courthouse and Courthouse Square 1962 Image courtesy of Lance & Cromwell. New County Courthouse artist rendering 1966 56 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP The announcement galvanized community opposition and an effort was made to save the old courthouse which was finally torn down in 1966.89 The new Fresno County Courthouse, designed by Walter Wagner and Associates, opened in 1966. The eight- story steel and glass slab on pilotis with ornamental metal grillwork was a stark contrast to its predecessor, an imposing symbol of Downtown’s modernist reawakening. Industrial Consolidation and Relocation Fruit drying and packing uses would continue to dominate Fresno’s industrial corridors after World War II. Other uses included lumber yards, farming implement and supply warehouses, and grain storage. Paper products and home furnishings were also warehoused along the railroad. The Kerr Rug Company began operations at the corner of G Street and Ventura as early as 1912.90 The company continues today at the same site in a building that first appears on the 1948 Sanborn Map. 89 Clough and Secrest (29) 90 The 1919 Sanborn map indicates a “rug weaving” concern operating at the Kerr Rug site. Anecdotal evidence suggests that the 1912 building was incorporated into the current building although corroborating documentation was not located for this report. The building’s subtle Streamline Moderne stylistic details suggest it was built sometime prior to World War II. In 1964, the Sun Maid Company vacated their giant Fresno packing plant and moved to a new facility in neighboring Kingsburg.91 Consolidation and technological innovations within the packing industry conspired to relocate the majority of packing activities away from Downtown as continued suburban expansion made Downtown locations less convenient. While fruit packing facilities continued to operate along H and G streets through the 1960s, the 1963 and 1970 91 Sun Maid website. http://www.sun- maid.com/en/about/our_history Vacant Sun-Maid packing plant circa 1985. Image courtesy of Lance & Cromwell. 57 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Sanborn Maps show that large blocks previously built with warehouses and processing plants in earlier decades had been cleared of any development. By the end of the 20th Century, most of Fresno’s large-scale industrial buildings constructed prior to World War II were no longer extant. Many were demolished to make room for freeway expansion and other redevelopment projects. Other buildings – deemed seismically unstable due to their unreinforced masonry construction – were demolished for safety concerns. Smaller industrial buildings located in the blocks east of the railroad were more likely to be reused, often for automotive service uses. The adaptive reuse of early industrial buildings often radically altered their original form. Central Business District Decline Although retailers along the Fulton Mall enjoyed increased revenues in the first few years after the Mall opened, projections for future growth proved to be overly optimistic. Initial plans for the construction of a new department store at Mariposa failed to happen. Meanwhile, a development deal put together by the City’s Redevelopment Agency in 1969 proposed ambitious plans for a high-rise, mixed-use development at the Mall’s northern end. After purchasing and clearing a two block site, the deal fell through. With the exception of a new Longs Drugs store much of the site would remain vacant through the 1980s.92 In 1970 a new 58-acre regional indoor shopping mall – Fashion Fair -- opened in north Fresno. Located close to Fresno's rapidly growing northern suburbs, the arrival of Fashion Fair resulted in an immediate decline in downtown retail business. Led by Montgomery Ward in 1970, the Mall’s major retailers began relocating to more profitable locations in the suburbs and the Mall became increasingly unpopular with middle-class shoppers. 92 Downtown Association of Fresno website. North End of Fulton Mall circa 1970. 58 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP In 1973, Del Webb’s Townehouse Hotel, the anchor of the high-rise Del Webb Center, closed just six years after its grand opening. That same year a headline in the Fresno Bee asked “Is the Gruen Plan Dead?” Evidently it was. By 1974, the City had adopted a new General Plan that embraced a decentralized, suburban model for growth.93 Late 20th and Early 21st Century Civic and Institutional Development (1980-Present) By the early 1980's most of the original Mall specialty retailers had relocated. JC Penney's closed in 1986. Two years later Gottschalks, after operating their flagship store in the same location since 1914, finally called it quits as well. The Gruen Plan had incorporated a freeway loop surrounding Downtown that was codified in the California Department of Highways planning of the late 1950s. While CA Route 99 was upgraded to freeway standards in the early 1960s, Route 41, which completed the eastern side of the loop, was not upgraded until the 1980s. Construction of Route 180 through central Fresno (the northern portion of 93 Ibid. the loop) was not completed until the late 1990s and required considerable demolition in the neighborhoods north of Downtown. As private sector business continued to locate elsewhere, Downtown Fresno became the preferred location for public sector institutions. Whole city blocks were cleared as Federal, State, County and City agencies expanded their downtown facilities beyond the civic center clustered around Mariposa Street. The County constructed new jail facilities in 1989 and 1993, occupying a full city block at the corner of Fresno and M streets. Connected via underground tunnels to the 1947 jail Fresno City Hall Image courtesy of Allen Lew & William Patnaud Architects, Inc. 59 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP facility adjacent to the County Courthouse, the jail expansion provided capacity for over 2000 inmates.94 Other major public sector projects include the new Fresno City Hall which was dedicated in 1999. The five-story, 210,000 square foot building was designed by Canadian architect Arthur Erikson.95 It features a pyramidal metal- clad roof and dramatic circular entry. Located on two full blocks between Tulare, Fresno, P and Q streets, City Hall provides a northeastern terminus on the Mariposa Mall axis. The Robert E. Coyle Federal Courthouse at 2500 Tulare Street was constructed in 2005. The nine-story building was designed by Moore Ruble Yudell Architects with Gruen Associates.96 The turn of the 21st century also brought significant growth of Downtown medical facilities with the expansion of Fresno Community Hospital. 94 Fresno County Jail factsheet. 95 Archhop website, accessed May 13, 2011. http://archop.org/2009/05/arthur-erickson/ 96 Emporis.com , accessed June 23, 2011 http://www.emporis.com/building/fresnounitedstate scourthouse-fresno-ca-usa The hospital began at its current location when the then Burnett Sanitarium constructed a new facility at the corner of Fresno and S streets in 1905. Named Fresno Community Hospital in 1945, the hospital would see steady growth through mergers with other institutions. In 1995, the City approved the development of a regional medical center at the downtown hospital site. Re-named the Community Regional Medical Center in 2003, the 58-acre campus is a state-of-the-art medical facility that includes a 626-bed Fresno Community Medical Center 60 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP hospital and University of California research and training center.97 While the government agencies and the medical center bring thousands of workers, this has so far not led to a larger reinvigoration of Downtown Fresno. Many of the new buildings have been designed as stand-alone facilities with self-contained amenities and expanses of parking which have done little to activate neighboring streets. Plans for a Downtown baseball stadium -- part of the 1992 Ratkovitch Plan for Downtown revitalization – gained traction toward the end of the 1990s. Occupying almost four city blocks, Grizzlies Stadium (now Chukchansi Park) opened to great fanfare in April of 2002.98 Located just south of the Fulton Mall between Inyo, H, and Tulare streets, the stadium proved to be a popular entertainment and recreation destination. That popularity, however, has so far not been a successful catalyst for larger revitalization. 97 Community Medical Centers Healthcare website http://www.communitymedical.org/about-us/our- vital-numbers 98 PBID Partners of Downtown Fresno website. Recent efforts to bring new residents to Downtown Fresno have been more successful with the development of live- work lofts in the Arts and Culture District. Revitalization efforts continue as the City contemplates a new Specific Plan for the area. Chukchansi Park Image courtesy of Open Buildings (openbuildings.com). 61 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Selected Chronology The following chronology is intended to highlight activities and events important to the understanding of the built environment within and immediately surrounding Downtown Fresno from the earliest settlement through the present day. The events listed here highlight key points in the growth and development of Downtown Fresno and reference important historical associations. 1805 First exploration of the San Joaquin Valley by Spanish missionaries. 1823 Ashley expedition arrives from St. Louis to hunt and trap along the Merced, Stanislaus, and Tuolumne rivers. 1834 All California missions are secularized. Spain’s vast land holdings are granted to Mexican and “Californio” rancheros. 1848 Mexico’s northern territories, including California, are ceded to the United States following the Mexican-American War. 1848 Gold is discovered at Sutter’s Mill in Northern California. 1850 California becomes the forty-eighth state. 1851 Settlement of Rootville founded. 1856 County of Fresno formed. 1871 Fresno Canal and Irrigation Company founded. Central Pacific Railroad purchases 4, 480 acres of land, mostly west of the Easterby Ranch. 1872 A railroad station is established called Fresno Station. A 3 square mile area near the rail station is platted for the new town of Fresno. Commercial district forms along “H” Street adjacent to railroad tracks. 1874 Fresno is named the county seat. County Courthouse is constructed on Mariposa Street. 1881 The first Armenian settlers, the Seropian Brothers, arrive in Fresno. 62 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP 1885 Fresno incorporated as a city. 1887 The first Volga Germans arrive in Fresno. 1889 The Southern Pacific Train Station is constructed at Tulare and “H” streets, replacing an earlier depot structure at the same location. 1894 The Fresno Water Tower is constructed at Fresno and “O” streets. 1896 The Santa Fe Railroad Depot begins construction. 1900 Fresno population at 12,470. Bing Kong Tong Association Building is constructed. 1902 Fresno’s first electric streetcar line begins operation. 1903 Hobbs-Parsons Produce warehouse is constructed. 1904 Public Library constructed with a $30,000 Carnegie grant. 1905 First Armenian Presbyterian Church is constructed at 515 Fulton Street. 1907 First (purpose-built) City Hall constructed. 1909 Fresno’s first double-track streetcar line in installed along “J” Street. (Present-day Fulton Street). 1912 The Hotel Fresno is constructed. 1913 Fresno’s first “skyscraper”, the Griffith-McKenzie Building, is constructed at Fulton and Mariposa streets. 1914 World War I begins in Europe. Gottschalk’s department store opens at the corner of Fulton and Kern streets. Holy Trinity Armenian Apostolic Church is constructed at 2226 Ventura Street. 1915 Fresno’s Armenian population reaches its peak after the Ottoman Armenian Genocide. 63 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP 1916 Fresno’s first City Planning Commission is established. 1917 The United States enters World War I. The Bank of Italy Building is constructed on “J” Street (present-day Fulton Street). Liberty Theater is constructed at present-day 944 Van Ness Avenue. 1918 World War I ends. San Francisco architect and planner Charles Henry Chaney submits Fresno’s first city planning document entitled “General Report on the Progress of City Plan for Fresno.” Fresno Natatorium is constructed at present-day 1725 Broadway. 1919 “I” and “K” streets are renamed “Broadway Street” and “Van Ness Avenue respectively. 1920 Rustigian Building is constructed at 701-723 Fulton Street. A new Buddhist Temple is constructed at the corner of “E” and Kern streets after a fire destroys the previous temple building at the same site. The Bow On Tong Association Building is constructed. The Hotel Virginia begins construction at the corner of “L” and Kern streets. 1921 The Mattei Building is constructed on Fulton Street. A YWCA residence hall, designed by Julia Morgan, is constructed at 1600 M Street. 1922 The T.W. Patterson building is constructed at 2014 Tulare Street. Fresno Bee Building is constructed at 1545 Van Ness Avenue. The YMCA Administration and Recreation building, designed by Julia Morgan, is constructed at 2141 Tuolumne Street. 64 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP 1923 Fresno’s first zoning ordinance is approved. San Joaquin Light & Power Company building is constructed at 1401 Fulton Street. Hotel Californian is constructed at 851 Van Ness Avenue. 1924 The Radin-Kamp Department Store opens on Fulton Street. The First Mexican Baptist Church is constructed at 1061 “E” Street; the first church in Fresno constructed specifically to serve the Mexican-American community. 1925 Pacific Telephone and Telegraph Building is constructed at 1455 Van Ness Avenue. 1926 The Wilson Theater is constructed at 1445 Fulton Street. Pacific Gas & Electric Company Building is constructed at 1544 Fulton Street. 1928 The Pantages Theater (now Warnor’s Center for the Performing Arts) is constructed at 1400 Fulton Street. 1929 The stock market crashes in October, ushering in the Great Depression. 1932 Franklin Delano Roosevelt is sworn in as President of the United States. 1933 A major street improvement project along Broadway between Divisadero and Tulare streets includes widening the street by ten feet and implementing Spanish Revival facades on buildings affected by the project. 1935 Memorial Auditorium is constructed at Fresno and “M” streets. The Fresno County Hall of Records is constructed on Tulare Street. 1936 Fresno Unified School District office is constructed on “N” Street. 1939 Post Office and Federal Building are constructed on Tulare Street. Fresno’s streetcars are removed from service. 65 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP 1940 Fresno’s population reaches 60,685. 1941 A new City Hall is constructed at 2326 Fresno Street in the International Style. On December 7th, the United States is bombed at Pearl Harbor in Hawaii and the United States enters World War II. 1945 World War II ends in victory for the United States and the troops return home. 1947 The Fresno Water Tower is preserved and the entire block to the east is cleared for redevelopment as an open plaza. The Mayfair residential subdivision is constructed north of central Fresno. Development includes the area’s first suburban shopping center. 1948 The Gottschalk’s store at Fulton and Kern is enlarged and redeveloped. The original Beaux-Arts facades are revamped in a late Moderne style. Highway 99 is constructed just west of downtown Fresno. 1950 The Korean War begins. Fresno Office of Education Building is constructed on Mariposa Street. The Census reports Fresno’s population at 91,669. 1953 The Korean War ends. 1954 Northland Center in Detroit, the nation's first regional suburban shopping center opens, designed by architect and planner Victor Gruen. 1955 Construction begins on Manchester Center at Shields and Blackstone, Fresno's first major suburban shopping center, anchored by a Sears and Roebuck department store. Victor Gruen unveils a "superblock" plan of pedestrian malls for downtown Fort Worth. 66 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP 1956 Fresno business leaders discuss the possibility of creating a pedestrian mall on Mariposa Street from the courthouse park, west to the Southern Pacific railroad tracks. 1957 Downtown Association of Fresno pushes for expansion of the Mariposa Street concept to Fulton Street. 1958 Victor Gruen & Associates submit a formal proposal to work on a plan for the Central Business District of Fresno, which is accepted by the City. Fresno State begins to relocate from University Avenue near the Tower District, to a site at Cedar and Shaw in north Fresno. 1959 Fresno County Library is constructed on Mariposa Street. Kalamazoo Mall, a Victor Gruen project, opens on Burdick Street in Downtown Kalamazoo Michigan, the nation's first downtown pedestrian mall. 1960 A new headquarters building for the Fresno Police is constructed on “N” Street. The City of Fresno adopts in principle Victor Gruen's plan for the Central Business District, including a downtown pedestrian mall. 1961 Guarantee Savings and Loan occupies the 1920s Mattei Building at Fulton and Fresno streets after remodeling the first three floors. Berkeley’s, a women’s clothing retailer, opens a two-story store at Fulton and Kern streets. Walter Smith men’s and boy’s clothing opens a new store at Fulton and Kern streets. 1962 A new building for the Fink & Skopp store is constructed at 933 Van Ness Avenue. 1963 The high-rise Del Webb Center is constructed on “M” Street. The full city block complex includes a hotel, offices, shops, and parking. 67 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP 1964 Construction of Fresno's Fulton Mall begins on March 30. Fresno's Fulton Mall opens to the public on September 1. The Fresno Clovis Metropolitan Area General Plan incorporates a retail emphasis for the Downtown Fresno Central Business District. Fourteen-story high-rise for Midland Savings and Loan is constructed at Tulare and “L” streets. 1965 National Dollar Stores opens on the Fulton Mall. The YMCA Administration and Recreation building at 2141 Tuolumne Street is completely remodeled as the “Garden Court Building.” A new Fresno County Courthouse is constructed in Courthouse Park directly in front of the original courthouse. The Park Towers complex begins construction on Van Ness between Fresno and Tulare streets. The American Institute of Architects awards Fresno with its national award for "Excellence in Community Architecture" 1966 The original 1874 Fresno County Courthouse is demolished. The Fresno Convention Center opens. 1968 The Fulton Mall is honored with a "National Design Excellence" award from the Department of Housing and Urban Development. 1970 Montgomery Ward's closes their Fulton Mall location, and plans to relocate to north Fresno. Fashion Fair, an indoor, regional shopping mall opens in north Fresno near Fresno State College. 68 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP 1973 The city council votes 7-0 to amend the Central Area Plan to permit Fresno and Tulare Streets to remain open through the downtown "superblock" - a major deviation from the original plans of Victor Gruen. The Del Webb Townehouse Hotel closes and is later converted to county government offices. 1974 Fresno General Plan calls for "multiple centers" - leading to the decentralization of retail services throughout the community. 1986 J.C. Penney's closes its downtown location. 1988 Gottschalks closes their flagship store on the Fulton Mall. 1999 Fresno City Hall, designed by Canadian architect Arthur Erikson, is completed and dedicated. 2002 A multi-purpose stadium (now Chukchansi Park) opens just south of the Fulton Mall between Inyo, H, and Tulare streets. 2005 Design for a portion of Eaton Plaza is completed. 69 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP THEMES AND ASSOCIATED PROPERTY TYPES Through research HRG has identified several important themes that have influenced the physical development of Downtown Fresno since 1872. Each is defined by a particular period of significance. Overlapping periods illustrate the influence of multiple trends during Downtown Fresno’s development. A single property may be associated with multiple themes. Themes and their associated property types are reviewed in the following pages. 70 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Railroad Development and Expansion (1872-1945) The location of rail lines established Fresno as a major transportation crossroads and distribution center for the Central Valley’s agricultural bounty. Early development patterns favored proximity to the railroad, solidifying the centrality of Fresno’s downtown. The railroad’s impact is immediately understood in the northwest-southeast orientation of the downtown street grid, which paralleled the orientation of the Central Pacific Railroad line. Early railroad properties are rare in Downtown Fresno and most important remaining properties have been designated by the City. Associated Property Types Property types associated with railroad development include rail stations and their ancillary buildings, rail yards, rail lines, and rail spurs. Some early industrial buildings that were constructed in immediate proximity to rail lines and designed to take advantage of rail technology, may also be significant within this context. A railroad property in Downtown Fresno may be significant:  As a rare, intact example of railroad development from the late 19th to early-20th Century  As an industrial property directly associated with the railroad (e.g. railroad warehouse) Railroad properties that have been designated by the City as historic resources include the Southern Pacific Depot (1889) at 1713 Tulare St., and the Santa Fe Depot (1899) at 2650 Tulare St. Other extant railroad properties include an early railroad warehouse (circa 1910) at 735 H St., and the Pullman Shed (1917) located adjacent to the Southern Pacific Depot at 1713 Tulare St. Santa Fe Depot (1899) Pullman Shed (1917) 71 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Residential Development (1872-1942) The Downtown Fresno area included vibrant residential neighborhoods throughout the late 19th century. By the early 20th century, some of these neighborhoods were significantly eroded by expanding commercial and industrial sectors as well as transportation infrastructure that made it possible for people to live further from the city center. Large-scale redevelopment projects of the mid- and late-20th century continued to erode Fresno’s earliest neighborhoods. Today, intact early residential properties within the Downtown area are comparatively rare. For this reason, integrity thresholds are lower than they might be for other resource types. Outstanding examples of Fresno’s early residential properties can be found within the proposed St. John’s Cathedral District and the northern portions of the Cultural-Arts District. The majority of these have either been designated by the City as local historic resources or previously identified as potential individual resources or as contributors to a potential historic district. Modest residential properties exist in and around Chinatown; many of these have poor integrity due to alteration or extreme disrepair. Outside of these areas, only isolated examples of Fresno’s early residential architecture remain. Architectural styles associated with residential development during this period include Folk/Vernacular, Queen Anne, Neo-Classical, American Foursquare, Craftsman, Colonial Revival, Mission Revival, and Spanish Revival. Associated Property Types Property Type: Single-Family Residence Single-family properties representing late-19th and early-20th century residential development include large homes for the City’s upper and middle classes, and modest houses for working families. Carriage houses and other ancillary buildings are also representative. Helm Home (1901) 72 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP A residential property from this period may be significant:  As an increasingly rare example of late-19th or early-20th century residential development  As a good or rare example of a particular architectural style associated with the period, and/or the work of a significant architect or designer  As a rare example of brick residential construction  For its association with an important early resident or event Over thirty single-family residential properties located in the Downtown area have been designated by the City as historic resources. Examples include the Vartanian Home (1891) at 362 F Street; the Helm Home (1901) at 1749 L Street; and the Van Valkenburg Home (1903) at 1125 T Street. Other extant single-family residential properties include the Joseph Giardina House (circa1900) at 517 Van Ness Avenue; a single-story Craftsman Cottage (1920) at 555 F Street; and a Neo-Classical Cottage (1913) at 1320 P Street. Property Type: Multiple Family Residence Multiple family residences representing late-19th and early-20th century residential development include duplexes, fourplexes, apartment houses, and bungalow courts. 1230 P Street (1913) Maubridge Apartments (1911) Image courtesy of HistoricFresno.org. 73 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP A multiple family residential property from this period may be significant:  As a rare example of early-20th century multiple family residential development  As a rare example of a residential bungalow court  As a good or rare example of a particular architectural style associated with the period, and/or the work of a significant architect or designer  For its association with an important early resident or event Multiple-family residential properties that have been designated by the City as historic resources include the Maubridge Apartment Building (1911) at 2344 Tulare Street. Other extant multiple-family residential properties include a Neo-Classical duplex at 636 Van Ness (c. 1915) and the Brix Apartments bungalow court (1940) at 1325 M Street. 636 Van Ness (c. 1915) 74 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Ethnic Communities (1872-1960) Successive waves of immigrant groups have settled in and around Fresno’s downtown throughout the City’s history. Areas west of the railroad have been settled by Italian, Russian-German, Chinese, and Japanese populations from the mid-19th Century through World War II. These communities were largely replaced by Hispanic and African- American populations in a process that began after World War II. Historic ethnic neighborhoods within or overlapping the Downtown area include Chinatown, located between Highway 99 and the railroad along F Street; Fresno’s historic Germantown roughly bounded by California Street, Ventura Street, and G Street; the historic Armenian Town located in the southeastern portion of the Fulton Corridor plan area, adjacent to the Central Business District; and the historic Italian community, located southwest of Downtown, spanning the Fulton Corridor area and further Southwest beyond Highway 99. Outside of Chinatown, where a small commercial historic district has been identified, only fragments of these historic neighborhoods remain. Properties associated with Fresno’s ethnic neighborhoods are not typically associated with particular architectural styles. Properties can be residential, commercial or institutional, and significance is frequently derived from historic association rather than from aesthetic qualities. Associated Property Types Property types include single-family homes, ancillary buildings such as the summer kitchens of the Volga Germans, boarding houses, churches, meeting halls, and small neighborhood commercial buildings. Many of these properties are also associated with other development themes. A property associated with one of Fresno’s important ethnic groups may be significant:  As a recognizable remnant of a historic ethnic neighborhood.  As the gathering place of an important ethnic social or religious institution. Bing Kong Association Building (1900) 75 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP  As a good or rare example of a particular building type associated with an important ethnic group  For its association with a person or event important to the history of a particular ethnic group. Properties with important ethnic community associations that have been designated by the City as historic resources include the Bing Kong Tong Association Building (1900) at 921 China Alley; the Holy Trinity Armenian Apostolic Church (1914) at 2226 Ventura Street; and the First Mexican Baptist Church (1924) at 1061 Kern St. Other extant properties with important ethnic community associations include the Holly Department Store (1948) at 1027 F Street; and Komoto K. Books (circa 1900) at 922 F Street. 76 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Late-19th and early-20th Century Commercial Development (1872-1945) Commercial enterprise in Fresno expanded dramatically following the arrival of the railroad in 1872 and continued throughout the 19th century. The 20th century saw increased commercial development particularly in the years between World War I and the arrival of the Great Depression. Architectural styles represented include Mission Revival, Beaux Arts, Renaissance Revival, Spanish Revival, Art Deco, and Streamline Moderne. Modest masonry vernacular commercial buildings may have minimal stylistic detailing or not represent any particular style. The majority of the large and architecturally distinguished buildings have been designated by the City as historic resources, and several are listed on the National Register. Associated Property Types While very few 19th century commercial buildings remain, Fresno’s early 20th Century prosperity can be seen in the masonry buildings that were constructed between 1900 and 1930. These include high-and mid-rise office buildings, hotels, department stores, and low-rise storefront buildings. A handful of downtown’s elegant and impressive theaters also remain intact. A commercial property from this period may be significant:  As a rare intact example of late 19th or early-20th century commercial development  As a good or rare example of a particular architectural style associated with the period, and/or the work of a significant architect or designer  As a rare intact example of an early commercial property type  For its association with the city's original commercial core Rustigian Building (1919) L.C. Wesley Super Garage (1931) 77 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP  For its association with an important resident or event Early commercial properties that have been designated by the City as historic resources include the Bank of Italy (1917) at 1001 Fulton Mall; the Rustigian Building (1919) at 701 Fulton Street; and the Radin-Kamp Department Store (1924) at 959 Fulton Mall. Other extant early commercial properties include the Brix Building (1928) at 1221 Fulton Mall; the L.C. Wesley Super Garage (1931) at 862 Van Ness Avenue; and Lefty’s Mexican Restaurant (circa 1930) at 915 Van Ness Avenue. 78 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Late-19th and Early-20th Century Civic and Institutional Development (1872- 1930) A considerable portion of Downtown Fresno’s development is associated with the public sector and non-commercial interests such as religious and social groups. With the construction of the first County Courthouse in 1874, a Civic Center was established and government buildings have generally clustered northeast of Van Ness Avenue around Mariposa Street ever since. Religious and social organizations located their facilities in various parts of the Fulton Corridor area. The oldest of these were often associated with early residential neighborhoods. Important early civic buildings such as the first County Courthouse (1874), the first City Hall (1907), and the Carnegie Library (1904) are no longer extant. Several churches, temples, and buildings related to social organizations, however, can still be found within the Fulton Corridor area. Associated Property Types Civic property types include city halls, courthouses, post offices, libraries, schools, and buildings associated with public infrastructure agencies such as those providing power and water. Non- governmental institutional buildings include churches, meeting halls, and other buildings associated with social organizations such as the YMCA. A civic or institutional property may be significant:  As a rare example (first, last remaining, only) of civic or institutional development  As a good or rare example of a particular architectural style associated with its period, and/or St. Johns Cathedral (1902) G Street Substation (c. 1920) 79 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP the work of a significant architect or designer  For its association with an important resident or event  For its association with an important religious, social, cultural, or civic institution Architectural styles associated with late- 19th and early-20th century civic or institutional development in Downtown Fresno include Mission Revival, Spanish Colonial Revival, Renaissance Revival, and Classical Revival. Early civic and institutional properties that have been designated by the City as historic resources include the Old Fresno Water Tower (1894) at 2444 Fresno Street; the Old Post Office Sub- Station (1921) at 2422 Kern Street; and St. John’s Cathedral (1902) at 2814 Mariposa Street. Another extant early civic and institutional property from the period is the G Street Zone Substation (circa 1920) at 1159 G Street. 80 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Industrial Fresno (1890-1960) Fresno’s status as a major transportation and distribution center for the Central Valley’s agricultural bounty gave rise to a robust industrial sector. Industrial activity in Fresno developed largely in support of agricultural activities -- primarily raisin and dried fruit packing – with industrial facilities tending to cluster in close proximity to the railroad. Intact early industrial properties within the Downtown area are comparatively rare. For this reason, integrity thresholds are lower than they might be for other resource types. Associated Property Types Extant industrial buildings important to Downtown Fresno’s development history date from the late-19th century through the mid-20th century. Properties include warehouses, processing plants, factories, associated offices, and ancillary buildings and structures. These properties are typically clustered along rail lines in areas where adjacent blocks developed into defined industrial zones. An industrial property in Fresno may be significant:  As a rare, intact example of a particular type of industrial development  For its association with an important local industry (e.g. fruit packing, food processing, etc.)  For its direct association with the railroad In general, industrial development in Fresno is not associated with particular architectural styles. Vernacular industrial buildings of brick and reinforced concrete are the predominate form, and significance is frequently derived from historic association rather than from aesthetic qualities. Industrial properties that have been designated by the City as historic resources include the Hobbs Parsons Produce Company Warehouse(1903) at 903 H Street; the Berven Rug Mills building (1917) at 616 P Street; and the State Center Warehouse (1918) at 747 R Street. State Center Warehouse (1918) Kerr Rug Company (c. 1940) 81 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Other extant industrial properties include the Baz Brothers warehouse (circa 1905) at 840 G Street; and Kerr Rug Company (circa 1940) at 539 G Street. 82 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Depression-Era Civic and Institutional Development (1933-1942) In Fresno, projects funded through the Roosevelt Administration’s “New Deal” programs transformed Fresno’s Civic Center where five new government buildings were constructed between 1936 and 1941. In addition to monumental civic projects the New Deal benefited Fresno through park improvements, street improvements, and fire stations. Associated Property Types Civic and institutional property types include city halls, post offices, fire stations, auditoriums, and office buildings for public agencies. Non- governmental institutional buildings include churches, meeting halls, and buildings associated with social organizations. A civic or institutional property may be significant:  For its direct association with New Deal funding programs.  As a good or rare example of a particular architectural style associated with its period, and/or the work of a significant architect or designer  For its association with an important resident or event  For its association with an important religious, social, cultural, or civic institution Architectural styles represented include Art Deco, Streamline Moderne, and International Style. Depression-era civic and institutional properties that have been designated by the City as historic resources include the Fresno Memorial Auditorium (1936) at 1235 O Street; Fresno Fire Station No. 3 (1939) at 1406 Fresno Street; and Fresno City Hall (Annex) (1941) at 1406 Fresno Street. Other extant civic and institutional properties include the Blue Cross Veterinary Hospital (1936) at 1821 Van Ness Avenue. Fresno Memorial Auditorium (1936) 83 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Mid-20th Century Commercial Redevelopment (1945-1970) Unprecedented suburban growth aided by the ascendance of the automobile as the preferred transportation mode and a greatly expanded highway infrastructure, threatened the health and vitality of Fresno’s downtown in the years after World War II. To combat the effects of suburbanization, city officials and downtown business and property owners embraced some of the most advanced ideas in architecture, urban design and planning to revitalize downtown and stay competitive with the burgeoning suburbs. Property developers constructed new buildings in a wide range of modernist styles while many older buildings were revamped with new facades. The embrace of modernist ideals to transform downtown Fresno culminated in the adoption of the Victor Gruen plan for the Central Business District and construction of the Fulton Mall. Associated Property Types Downtown Fresno contains an impressive collection of mid- 20th century commercial buildings that reflect Fresno’s extensive revitalization efforts of the late 1950s and 1960s. Associated property types include office buildings, department stores, hotels, commercial retail and/or office buildings, and parking facilities. Architectural styles include Late Moderne, International Style, Mid- Century Modern, Corporate Modern, Googie, and New Formalism. A commercial property from this period may be significant:  As a good or rare example of a particular architectural style associated with the period, and/or the work of a significant architect or designer  For its association with the Downtown's mid-20th century revitalization Alastair Simpson Offices/Fresno Photo Engraving (1946) Equitable Life Insurance Building (1966) 84 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP  For its association with an important resident or event Only one mid-20th century commercial property has been designated by the City as a historic resource, the Alastair Simpson Offices/Fresno Photo Engraving (1946) at 748 Fulton Street. Other extant mid-20th century commercial properties include the Gottschalk’s Department Store (remodeled in1948) at 802 Fulton Mall; the former Fink & Skopp Home Furnishings Store (1962) at 933 Van Ness; the Equitable Life Insurance building (1966) at 1350 O Street; Bank of the West (1966) at 1221 Van Ness Avenue; and Wells Fargo Bank (1966) at 1206 Van Ness Avenue. Bank of the West (1966) 85 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Mid-20th Century Civic and Institutional Development (1945-1970) The expansion of government during the second half of the 20th century dramatically increased the presence of the public-sector in downtown Fresno. Continuing the expansion of the Civic Center that began in the 1930s, several new buildings were erected and several blocks of Mariposa Street were closed to traffic and converted into a landscaped pedestrian mall. The Convention Center complex was also constructed. Associated Property Types Civic and institutional property types include libraries, auditoriums, office buildings for public agencies, theaters, and conference centers. Non- governmental institutional buildings include churches, and meeting halls. A civic or institutional property may be significant:  For its direct association with Post World War II urban revitalization programs.  As a good or rare example of a particular architectural style associated with its period, and/or the work of a significant architect or designer  For its association with an important religious, social, cultural, or civic institution Civic and institutional buildings in downtown Fresno reflect the City’s adoption of modernist architecture and planning in the mid- 20th century. Architectural styles include the Corporate Modern, Mid-Century Modern and New Formalism. No mid-20th century civic and institutional properties have been designated by the City as historic resources. Extant civic and institutional properties from the period include the Fresno County Office of Education (1950) at 2314 Mariposa; the Fresno County Free Library (1959) at 2420 Mariposa; the Fresno Convention Center (1966) at 700 M Street; and the Fresno County Courthouse (1965) at 1100 Van Ness Avenue. Fresno County Office of Education (1950) 86 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP ARCHITECTURAL CHARACTER Introduction This section describes the predominant architectural styles currently represented in Downtown Fresno, from the late 19th Century through the mid-20th Century. The typology presented here is not intended to establish historic significance. Rather, it describes the existing population of buildings constructed Downtown during this period. The information below briefly describes the origin of each style, and its presence in the local landscape. Date ranges refer to the time the style was most prevalent in Fresno. A list of character-defining features is also provided. A property that is eligible for designation as a good example of its architectural style retains most - though not necessarily all - of the character- defining features of the style, and continues to exhibit its historic appearance. Queen Anne (c. 1880 – 1910) The Queen Anne style was one of the most popular Victorian-era styles for residential buildings in California. Like the Stick style that it quickly replaced, Queen Anne uses exterior wall surfaces as a primary decorative element. Elements Features used to avoid plain flat wall surface include bays, towers, overhangs, wall projects, and wall materials with differing textures. Extant examples of Queen Anne architecture in Downtown Fresno include the Thomas R. Meux Home (1889) at 1007 R Street, the McVey homes (1903) at 1322 and 1326 N Street, and the Schmidt Home (1908) at 460 N Street. Character-defining features include:  Asymmetrical façade  Steeply-pitched roof of irregular shape, usually with a dominate front-facing gable  Wooden exterior wall cladding with decorative patterned shingles  Projecting partial-, full-width or wrap-around front porch, usually one story in height  Cut-away bay windows  Wood double-hung sash windows  Towers topped by turrets, domes or cupolas  Tall decorative brick chimneys  Ornamentation may include decorative brackets, bargeboards and pendants, as well as Eastlake details, such as spindle work Neo-Classical Cottage (c.1875 – 1920) The term “Neo-Classical Cottage” is used to describe simple house forms or cottages with fewer decorative features than other styles from the period. While vernacular residences may display certain characteristics of recognizable styles, decorative detailing is typically confined to the porch or cornice line. Downtown Fresno retains a small population of such residential buildings from the late 19th and early 20th Centuries. 87 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Character-defining features include:  Symmetrical façade  Simple square or rectangular form  Gabled or hipped roof with boxed or open eaves  Wood exterior cladding  Simple window and door surrounds  Details may include cornice line brackets  Porch support with turned spindles or square posts Residential Vernacular (c.1875 – 1920) The term “Residential Vernacular” is used to describe simple houses or cottages with little or no distinguishing decorative features. These buildings are characterized by their simplicity and lack of any characteristics of recognizable styles. Downtown Fresno retains a small population of such residential buildings from the late 19th and early 20th Centuries. Character-defining features include:  Simple square or rectangular form  Gabled or hipped roof with boxed or open eaves  Wood exterior cladding  Simple window and door surrounds Mission Revival (c. 1890 – 1920) The Mission Revival style is indigenous to California. Drawing upon its own colonial past, Mission Revival was the Californian counterpart to the Colonial Revival of the Northeastern states. Never common beyond the Southwest, its regional popularity was spurred by its adoption by the Santa Fe and Southern Pacific Railways as the preferred style for train stations and resort hotels. Features of the California Missions were borrowed and freely adapted, often in combination with elements of other revival styles. The Helm Home (1901) at 1749 L Street and the Santa Fe Depot (1899) at 2650 Tulare Street are examples of the Mission Revival style in Downtown Fresno. Character-defining features include:  Red clay tile roofs with overhanging eaves and open rafters  Shaped parapets, including espandañas, with coping  Stucco exterior wall cladding  Arched window and door openings  Details may include bell towers, quatrefoil openings or patterned tiles Craftsman (c. 1900 – 1930) Craftsman architecture in America grew out of the late-19th century English Arts and Crafts movement. It stressed simplicity of design, hand-craftsmanship, and the relationship to the climate and landscape. Craftsman architecture was widely published in architectural journals and pattern books, popularizing the style throughout the country. Affordable and easily constructed from local materials, the mostly one- or one- and-a-half-story homes were often 88 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP referred to as “bungalows” and dominated middle-class residential design during the first quarter of the 20th century. As use here, “Craftsman” encompasses a range of stylistic variations including larger, two-story homes (more narrowly referred to as Arts & Crafts homes) and single-story bungalows. Examples of the Craftsman style in Downtown Fresno include the Martin Home (1912) at 1002 T Street and the Aten Home (1914) at 1133 S Street. Character-defining features include:  Horizontal massing  Low-pitched gabled roof  Widely overhanging eaves with exposed rafters, beams, or braces  Wood exterior wall cladding (shingle, shake, or clapboard)  Projecting partial-, full-width or wrap-around front porch  Heavy porch piers, often of river stone or masonry  Wood-frame casement or double- hung sash windows, often grouped in multiples  Widely-proportioned front doors, often with a beveled light  Wide window and door surrounds, often with extended lintels  Extensive use of natural materials (wood, brick or river stone) Colonial Revival (c. 1900 – 1955) The Colonial Revival style proliferated during the first half of the 20th century. This style incorporates traditions from the Georgian, Adam and early Classical Revival styles that were prevalent during the English colonial period. Dutch colonial influences were also incorporated. Earlier examples were rarely accurate recreations but were instead free interpretations with details inspired by colonial precedents, while later examples shifted to more historically correct proportions and details. Examples of Colonial Revival architecture in Downtown Fresno include the Long/Black Home (1907) at 1727 L Street, and the Goodman Home (1906) at 1060 T Street. Character-defining features include:  Side gable or hipped roofs  Wood exterior wall cladding, typically horizontal  Accentuated front entry or portico, featuring decorative pediments supported by pilasters or slender columns  Wood double-hung sash windows with multi-pane glazing  Front doors flanked by sidelights with fanlights above  Fixed wooden shutters 89 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Classical Revival (c. 1900 –1920) The Classical Revival style did not achieve the broad popularity of its closely-related Colonial Revival contemporary. The style is best identified by its symmetrical façade, which is typically dominated by a full- height porch with the roof supported by classical columns. Like the Renaissance Revival, this style was widely used for imposing civic buildings, institutional buildings, and banks. Examples of Classical Revival buildings in Downtown Fresno include the Swift Home (1905) at 1605 L Street and the First Church of Christ Scientist (1916) at 1615 N Street. Character-defining features include:  Symmetrical façade  Front- or side-gabled roof  Wood or masonry exterior wall cladding  Full-height gabled or pedimented front porch  Porch roof supported by slender fluted columns with Ionic or Corinthian capitals  Wood double-hung sash windows with multi-pane glazing  Details may include dentils, a wide frieze beneath the cornice, and roofline balustrades Renaissance Revival (c. 1905 – 1930) Renaissance Revival buildings were often fairly literal interpretations of the Italian originals, unlike the free interpretations of the preceding Italianate style. Its formal, symmetrical facades and Classical or Beaux Arts details including quoins, roofline balustrades, pedimented windows, molded cornices and belt courses were often used for imposing civic buildings, institutional buildings, and banks. Examples of Renaissance Revival style architecture in Downtown Fresno include the Bank of Italy Building (1917) at 1001 Fulton Mall, and the Hotel California (1923) at 851 Van Ness Avenue. Character-defining features include:  Symmetrical facade  Tiled low-pitched hip roof, sometimes flat roof  Boxed eaves with decorative brackets  Stucco or masonry exterior wall cladding  Arched window and door openings on the first story  Wood divided-light casement or double-hung sash windows in the upper stories  Front entry accentuated with slender classical columns or pilasters 90 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Spanish Colonial Revival (c. 1915 – 1940) Enormously popular in Southern California from the late 1910s through the late 1930s, the Spanish Colonial Revival style emerged from a conscious effort by architects to emulate older Spanish architectural traditions, and break with Eastern colonial influences. At the peak of its popularity, design features of other regions of the Mediterranean were often creatively incorporated, including those of Italy, France, and North Africa. The result was a pan-Mediterranean mélange of eclectic variations on Spanish Revival styles. Examples of Spanish Colonial Revival architecture in Downtown Fresno include the Physician’s Building (1926) at 2607 Fresno Street, Character-defining features include:  Asymmetrical facade  Red clay tile hip or side-gable roof, or flat roof with a tile-clad parapet  Stucco exterior cladding, forming uninterrupted wall planes  Wood-frame casement or double- hung windows, typically with divided lights  Arched colonnades, window or door openings  Decorative grilles of wood, wrought iron, or plaster  Balconies, patios or towers  Decorative terra cotta or tile work Commercial Vernacular (c. 1915-1950) Although not an officially recognized style, “commercial vernacular” describes simple commercial structures with little decorative ornamentation, common in American cities and towns of the late 19th and early 20th centuries. Fresno’s original commercial core was largely composed of such buildings, typically for retail and offices uses. They are typically brick in construction, with minimal decorative detailing. Examples of Commercial Vernacular architecture in Downtown Fresno include the Sun Stereo Warehouse (1916) at 736 Fulton Street, the Basque Hotel (1922) at 1102 F Street, and the Liberty Laundry building (1928) at 1830 Inyo Street. Character-defining features include:  Simple square or rectangular form  Flat roof with a flat or stepped parapet  Brick exterior wall surfaces, with face brick on the primary facade  First-story storefronts, typically with a continuous transom window above  Wood double-hung sash upper- story windows, often in pairs  Segmental arch window and door openings on side and rear elevations  Decorative detailing, if any, may include cornices, friezes, quoins, or stringcourses 91 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Art Deco Style (c. 1910 – 1935) Art Deco was the first popular style in the United States that consciously rejected historical precedents. Most commonly used in public and commercial buildings, Art Deco was rarely used in domestic architecture. The highly decorative style employed stylized floral, figurative and geometric motifs s as decorative elements on the façade. Towers, piers and setbacks were employed to give the buildings a vertical emphasis. Examples of Art Deco buildings in Fresno include the L.C. Wesley Super Garage (1931) located at the corner of Kern Street and Van Ness Avenue, and the Fresno County Hall of Records (1935) designed by Allied Architects and Coates and Metz with a grant from the PWA. Character-defining features include:  Smooth wall surfaces, usually of stucco  Stylized decorative floral and figurative elements  Geometric decorative motifs such as zigzags and chevrons  Towers, piers and other vertical elements  Setbacks as design elements International Style (c. 1920 – 1945) The International style emerged in the 1920s and 1930s during the formative decades of Modernist architecture. The style originated in Western Europe but quickly influenced architectural design throughout the world. Radical simplification of form, rejection of applied ornament, and the adoption of glass, steel and concrete as preferred materials are hallmarks of the International Style. The embrace of industrial mass-production techniques and emphasis on function were conscious efforts to break free of historic and cultural design precedents. Character-defining features include:  Flat roofs (cantilevered slabs or parapets)  Steel sash windows  Corner windows  Horizontal bands of windows  Lack of applied ornament  Asymmetrical facades  Exterior wall materials include concrete, brick and stucco 92 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Streamline Moderne (c. 1934-1945) Characterized by smooth surfaces, curved corners, and sweeping horizontal lines, Streamline Moderne is considered to be the first thoroughly Modern architectural style to achieve wide acceptance among the American public. Inspired by the industrial designs of the period, the style was popular throughout the United States in the late 1930s, particularly with the Federally- funded projects of the Works Progress Administration. Unlike the equally modern but highly-ornamental Art Deco style of the late 1920s, Streamline Moderne was perceived as expressing an austerity more appropriate for Depression-era architecture. Examples of Streamline Moderne architecture in Downtown Fresno include the Fresno Unified School District Office (1936) at 2348 Mariposa Mall, and the Fire Station No. 3, (1939) located at1406-1430 Fresno Street. Character-defining features include:  Horizontal massing  Asymmetrical façade  Flat roof with coping  Smooth wall surfaces, typically clad in stucco  Curved end walls and corners  Glass block and porthole windows  Flat canopy over entrances  Horizontal grooves or stringcourses  Pipe railings along exterior staircases and balconies Late Moderne (c. 1945-1960) The Late Moderne style incorporates elements of both the Streamline Moderne and the International styles. While the earliest examples appeared in the late 1930s, the style achieved its greatest popularity in large-scale commercial and civic buildings of the late 1940s and 1950s. The Late Moderne style is most easily identified by the use of the “shadow-box” window, where horizontal groupings of windows are outlined in a protruding flange, often in a material and color that contrasts with the exterior wall. Examples of Late-Moderne architecture in Downtown Fresno include the former Alistair Simpson Offices (1946) at 748 Fulton Street and the Gottchalk’s Department Store (remodeled 1947) at 802 Fulton Mall. Character-defining features include:  Horizontal emphasis  Concrete construction  Exposed concrete or stucco cladding  Flat rooflines  Horizontal bands of “shadow- box” windows, often with aluminum fin sunshades  Operable steel-sash windows (casement, awning, hopper)  Projecting window frames 93 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Mid-Century Modern (c. 1945-1970) Mid-Century Modern is a term used to describe a post- World War II iteration of the International Style in both residential and commercial design. The International Style was characterized by geometric forms, smooth wall surfaces, and an absence of exterior decoration. Mid-Century Modern represents the adaptation of these elements to the local climate and topography, as well as to the postwar need for efficiently-built, moderately-priced homes and buildings. The Mid-Century Modern building is characterized by its clear expression of structure and materials, large expanses of glass, and open interior plan. Examples in Downtown Fresno include the former Walter Smith store (now Luftenburg’s) at 901 Fulton Mall, the Wells Fargo building at 1206 Van Ness Avenue and the two-story office building at 830 Van Ness Avenue. Character-defining Features  One or two-story configuration  Simple geometric forms  Expressed post-and-beam construction, in wood or steel  Flat roof with wide overhanging eaves and cantilevered canopies  Unadorned wall surfaces  Exterior panels of wood, stucco, brick or stone  Flush-mounted metal frame full- height and clerestory windows  Exterior staircases, decks, patios and balconies  Little or no exterior decorative detailing  Expressionistic/Organic subtype: sculptural forms and geometric shapes, including butterfly, A- frame, folded plate or barrel vault roofs Googie (c. 1955 – 1970) Googie has been described as Modernism for the masses. With its swooping lines and organic shapes, the style attempted to capture the playful exuberance of postwar America. Named for the John Lautner-designed Googie’s Restaurant in Los Angeles, the style was widely employed in roadside commercial architecture of the 1950s, including coffee shops, bowling alleys, and car washes. While several Googie-style motels, restaurants, and commercial buildings could once be found in Downtown Fresno, few examples remain today. One example is the car wash at 2615 Tuolumne Street. Character-defining features include:  Expressive rooflines, including butterfly, folded-plate, and cantilevers  Organic, abstract, and parabolic shapes  Clear expression of materials, including concrete, steel, asbestos, cement, glass block, plastic, and plywood  Large expanses of plate glass 94 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP  Thematic ornamentation, including tiki and space age motifs  Primacy of signage, including the pervasive use of neon Corporate Modern (c. 1946-1976) Corporate Modern was the predominant style of large-scale commercial designs of the late 1950s and 1960s. A direct descendant of the International Style, this corporate version was concerned with simple geometric forms and expressing the building’s structure. The Corporate Modern-style building typically takes one of two forms. The first features a single or central windowless shaft, flanked by one or more radiating wings banded with windows. Structural supports may be accentuated with protruding steel piers. Exterior decoration is often limited to the use of vertical or horizontal sunscreens. An alternate form is characterized by soaring rectangular volumes and the generous use of glass. This version of the style borrows heavily from the minimalist designs of architect Ludwig Mies van der Rohe, whose highly-modular steel and glass structures first appeared in the early 1950s. Buildings that adhere most closely to this aesthetic are often referred to as Miesian. Examples of the Corporate Modern style in Downtown Fresno include the former Del Webb complex (now Fresno Equity Plaza) located at 2200 Tulare Street. Character-defining features include:  Rectangular volumes  Materials of concrete, steel, and glass  Horizontal bands of windows or glass curtain walls  Steel frame accentuated with protruding steel piers or I-beam mullions  Projecting aluminum sunscreens, vertical fins or louvers  Tower over a parking podium, often screened  Articulate ground story, often set back behind slender columns or pilotis  Exterior staircases with no risers  Building set back on a plaza or formal garden New Formalism (1955-1975) Popular in large-scale commercial and civic designs from the late 1950s through the 1970s, the New Formalism was widely seen as a rejection of the sparse steel and glass aesthetic of the period. Largely shaped by the work of Edward Durell Stone, the style is characterized by pronounced columnar supports and large expanses of patterned screens. In opposition to the minimalist approach of the International Style, the New Formalists eagerly referenced and abstracted the classical 95 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP forms and applied ornamentation of historical styles. The Fresno County Courthouse, designed by Walter Wagner and Associates and the Crocker Citizens Bank on Fresno Street are examples of the New Formalism style found in Downtown Fresno. Character-defining features include:  Symmetrical plan  Heavy projecting roof slab  Smooth wall surfaces  Colonnade of stylized full- height columnar supports  Repeating arches or rounded openings  Large screens of perforated cast stone or concrete or metal grilles  Building set behind a plaza or fountain 96 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP SURVEY METHODOLOGY This survey project is comprehensive in approach and designed to be inclusive of potentially significant properties from Fresno’s important development periods. It uses contemporary survey methods and established evaluation criteria as outlined by the National Park Service and the California Office of Historic Preservation.99 Survey Area This survey was focused on the Fulton Corridor planning area as defined by the City. The survey area is generally bounded by Highway 99 and the Central Pacific Railroad tracks to the south and west; Highway 41 to south and east; and Divisadero Street to the north. Portions of the area between the Fulton Corridor and the Atchison, Topeka and Santa Fe railway, as well as parcels located near the convergence of Highways 99 and 41 were also included. A map of the primary survey area is provided in Figure 1. 99 National Park Service, U.S. Department of the Interior. National Register Bulletin 24: Guidelines for Local Surveys: A Basis for Preservation Planning. Washington, D.C.: 1985. The Fulton Corridor100 plan area encompasses what is generally considered Downtown Fresno. It is the oldest portion of the City, containing the area originally platted in 1872. The plan area includes the City’s traditional central business district, the Civic Center, the “Cultural Arts District”, the “South Stadium” area, and Fresno’s Chinatown neighborhood. Like many downtowns in the United States, the Fulton Corridor area declined substantially in the latter decades of the 20th Century as residents and private enterprise largely abandoned Downtown for opportunities in suburban areas. The area has been subject to extensive redevelopment efforts since the 1960s. Despite these challenges, a wide range of civic, institutional, and commercial uses are still concentrated within Fresno’s Downtown. These include several government agencies, a large hospital complex, a sports stadium, a convention center, theaters, hotels, a casino, and numerous small businesses. 100 The survey area expanded beyond the Fulton Corridor to include all parcels located in a triangle formed by Highway 99 to southwest, Highway 41 to east, and Divisadero Street to the north. 97 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Figure 1: Survey Area Map 98 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Previous Studies and Evaluations Portions of the Fulton Corridor area have been subject to numerous historic surveys, studies, and historic-cultural environmental reviews. The area contains over one-hundred and ten (110) of the City’s designated historic resources, representing a wide range of property types and periods of development. One potential historic district is identified within the Fulton Corridor plan area on the City’s Historic Resources map:  L Street District This collection of residential properties is located in the northern portion of the Fulton Corridor plan area, overlapping the Cultural Arts District. It is bordered by Divisadero, N, M, Stanislaus, and Amador streets. Two additional potential historic districts located just northeast of the Fulton Corridor plan area are identified on the City’s historic resources map:  Santa Fe Warehouse District This small collection of brick warehouses is located near the Santa Fe Rail depot bounded by R, Tulare, P and Mono streets. It was identified in 1994.  St. John’s Cathedral District This district was identified in 1994. It is located in the northeast corner of downtown Fresno, and is composed of approximately seven city blocks, bounded on the northwest by Fresno Street, on the north by Divisadero Street, on the northeast by U Street, on the southeast by Tulare Street and on the southwest by the Santa Fe Railroad tracks. Prior historic evaluation work in the Fulton Corridor area includes a1977 historic resources survey which was completed as a result of the adoption of the Fresno-Clovis Metropolitan Area General Plan (1977 Survey), and the Supplementary Historic Building Survey of the Ratkovich Plan Area (Ratkovich Study), completed in 1994 by John Edward Powell and Michael J. McGuire under the auspices of the California State University, Fresno Foundation. More recent historic surveys containing analysis which impacts future planning within the Downtown-Fulton Corridor include:  Broadway Row Historic Resource Survey Architectural Resources Group, 2004 Survey of a two-block area 99 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP bounded by Stanislaus, Fulton, Tuolumne, and H streets. Sixteen (16) properties were documented and a potential Automotive Warehouse District was identified.101  Historic Architecture Survey Report for the Bungalow Court Project Karana Hattersley-Drayton 2004 Survey and identification of one hundred twenty-eight (128) examples of “bungalow” courts within Fresno city limits.  Chinatown Historic Resource Survey Architectural Resources Group, 2006 Survey of buildings within the six- block heart of Fresno’s historic Chinatown. This survey identified ten properties as individually eligible for national, state, or local designation. It also identified a small historic district along F Street.  City of Fresno Arts-Culture District Historic Property Survey Urbana Preservation and Planning, 101 The boundaries of the potential district extended outside the Broadway Row survey area. Further investigation is needed to verify the district. 2006 Survey of a sixteen-block area bounded by Tuolumne, “H”, Amador and “L” streets, and known as the Uptown Arts-Culture District. This survey identified nine properties as individually eligible for national, state, or local designation. It also identified a seven-property potential historic district along Fulton Street102, a fourteen-property potential district of historic warehouses, a potential thematic district of six automotive service buildings, and proposed eight additional properties for consideration as part of the previously identified “L” Street residential historic district.  City of Fresno Upper Triangle Areas Historic Property Survey Urbana Preservation and Planning, 2007 This survey expanded the survey area of the Arts-Culture District to include the “Upper Triangle” area bounded by “H”, Divisadero and Tuolumne streets. Thirty-two properties were identified as eligible 102 The Historic Preservation Commission did not concur with the evaluation of this collection of buildings as a historic district. 100 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP for national, state, or local designation.  Historic Properties Survey South Stadium Project Area Page & Turnbull, 2008 Survey of an eighteen-block area bounded by Tulare, Van Ness, Highway 41, and the Southern Pacific Railroad tracks including intensive-level survey of a six-block area between Inyo, Van Ness, Ventura, and H streets. Eighty-three (83) properties were documented including several properties associated with an automotive business context. In addition to historic surveys, two historic context statements have been prepared. These, along with contexts from prior survey reports, provided the basis for the current context for Downtown Fresno.  Germantown Historical Context Architectural Resources Group, 2006 This Historic Context for Fresno’s historic Germantown documents the history of the Volga Germans who first settled in Fresno in 1887 and identifies property types such as residences, churches and “summer kitchen” outbuildings that are associated with this community.  Mid-Century Modern Historic Context Planning Resource Associates, Inc. 2008 This historic context statement addresses the regional and local emergence of Modern architecture in Fresno from the period of 1940- 1970 and defines property types which characterize Fresno mid- century Modernism. A large portion of this context focuses on post- World War II planning and development in Downtown Fresno’s Central Business District and Civic Center. Survey Process 2010-2011 This survey was conducted using a five- step approach. This approach is based upon current professional methodology standards and procedures developed by the National Park Service, the California Office of Historic Preservation, and preservation professionals over the past three decades. Historical Research Background research was conducted on the history of Fresno and the development of its built environment. Sources of research included historic 101 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP photographs, newspapers, Sanborn Fire Insurance maps, publications, previous historic studies and City documents.103 The City’s map of historic resources, the City’s historic resource database, and the State Historic Resources Inventory (HRI) were consulted to locate previously identified historic properties. Previous surveys and historic context statements were used to establish the general historic context and development themes for Downtown Fresno. They provided an important foundation for further investigation and informed observations in the field. These contexts focused on early residential neighborhoods; the settlement patterns of various ethnic communities; automobile-oriented development; post-World War II comprehensive planning; and architecture from the mid-20th century. Reconnaissance Survey Informed by knowledge of the City’s historic periods of development and their associated themes and property types, a focused investigation of the Downtown-Fulton Corridor area was 103 A bibliography of sources that contributed to this investigation is included in this report. conducted in August and September of 2010. The age of buildings, concentrations of specific property types, evidence of past development patterns, and large-scale planning efforts were noted during field investigations. Factors of the analysis included historic integrity, architectural style, neighborhood cohesion, and relationships to larger development patterns in the area. Groupings of properties were considered for their geographic or thematic relationships. Intensive Survey Intensive survey fieldwork of Downtown Fresno was conducted in March and April 2011. Approximately 200 properties within the Downtown- Fulton Corridor area were identified for intensive survey because they were property types associated with identified historic themes important to the development of Downtown Fresno. At the direction of city staff, an additional 100 properties were surveyed to provide comprehensive coverage within the survey area. Properties subject to intensive survey were individually observed and photographed from the public right-of- way. These images were used to assess material and architectural integrity as well as to corroborate other property- specific data. 102 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Data Management All property-specific information has been compiled into an Excel table, referred to as the property data table. This includes information gathered during the course of the survey, as well as previously existing documentation for historic resources in the survey area. Analysis Analysis of the compiled data was conducted, informed by the development of the historic context statement. Factors of the analysis included historic integrity; architectural style; rarity of type; historic association; and relationships to larger development patterns in the area. A determination of significance was made for each surveyed property based upon all of the data collected. Groupings of properties were analyzed for geographic or thematic relationships. Evaluations and Recommended Designations Informed by all of the previous steps, each surveyed property was evaluated for eligibility for listing on the National Register, the California Register, and for local designation as an individual historic resource and/or as part of a historic district. Finally, each property has been assigned a California Historical Resource Status Code (“Status Code”). These codes are used by the California Office of Historic Preservation to reflect designations or eligibility for the National Register of Historic Places, the California Register of Historical Resources, and for local designation. Maps The maps contained in this report visually represent current and recommended designations for properties within the survey area. These maps emphasize extant built resources, and do not reflect the actual boundaries of any specific property. Standard preservation practice defines the boundaries of an historic property as the parcel on which an historic structure is situated. Specific boundaries of an historic property should be clearly defined at the time of designation. 103 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP SURVEY RESULTS Overview The 2010-2011 survey identified, surveyed and evaluated over 300 individual properties within Downtown Fresno. A detailed explanation of the survey results is contained in this section. In addition to evaluation for potential local designation, properties have been evaluated for eligibility under the criteria for the National Register of Historic Places and the California Register of Historical Resources. Summary lists of all evaluated properties that were found eligible for listing as individual resources or as part of a district can be found in Appendices A through D. Understanding the Survey Results Identification and Evaluation The Survey Area includes a range of property types from various historical periods. Informed by knowledge of Fresno’ historic periods of development and their associated themes and property types, field reconnaissance of the entire Survey Area was conducted. Individual properties that represented outstanding examples of architectural style, period, or type or were known to have important historic associations were identified for further investigation. After detailed field survey of the identified properties and property groupings, each surveyed property was evaluated for local designation, as well as its eligibility for listing in the California Register of Historical Resources, and the National Register of Historic Places. Each property has been assigned the appropriate California Historical Resource Status Codes (“Status Code”). These codes are used by the California State Office of Historic Preservation to reflect designations or eligibility for the National Register of Historic Places, the California Register of Historical Resources, and for local designation.104 The State Office of Historic Preservation provides the following qualifying statement in its guidance for using the Status Codes: “the status codes are broad indicators which, in most cases, serve as a starting place for further consideration and evaluations. Because the assigned status code reflects an opinion or action taken at a specific point in time, the assigned status code may not accurately reflect the resource’s eligibility for the National Register, California Register, or local listing or designation at some later time. Individuals and agencies attempting to 104 Note that effective August 2003, these status codes were revised and adopted by the California Office of Historic Preservation. For the complete list of current California Historical Resource Status Codes, see Appendix G. 104 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP identify and evaluate historical resources need to consider the basis for evaluation upon which a particular code was assigned, i.e., date of evaluation, the reason and criteria applied for evaluation, the age of the resource at the time of evaluation, and any changes that may have been made to the resource that would impact its integrity.”105 A list of all status codes established by the California Office of Historic Preservation can be found in Appendix D. The status codes applied by HRG in this survey are as follows:  1S Individual property listed in NR by the Keeper. Listed in the CR.  3S Appears eligible for NR as an individual property through survey evaluation.  3D Appears eligible for NR as a contributor to a NR eligible district through survey evaluation.  3B Appears eligible for NR both individually and as a contributor to a NR eligible district through survey evaluation. 105 California State Office of Historic Preservation, Technical Assistance Bulletin #8 (5-6)  3CS Appears eligible for CR as an individual property through survey evaluation.  3CD Appears eligible for CR as a contributor to a CR eligible district through a survey evaluation.  3CB Appears eligible for CR both individually and as a contributor to a CR eligible district through a survey evaluation.  5S3 Appears to be individually eligible for local listing or designation through survey evaluation.  5D3 Appears to be a contributor to a district that appears eligible for local listing or designation through survey evaluation.  5B Locally significant both individually (listed, eligible, or appears eligible) and as a contributor to a district that is locally listed, designated, determined eligible or appears eligible through survey evaluation.  6Z Found ineligible for local designation through survey evaluation. 105 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Evaluation of Historic Significance The evaluation of a property’s eligibility for historic designation requires an assessment of two factors: significance and integrity. The definition of historic significance used by the California Office of Historic Preservation (OHP) in its administration of the California Register is based upon the definition used by the National Park Service for the National Register: “Historic significance is the importance of a property to the history, architecture, archaeology, engineering, or culture of a community, state, or the nation. It is achieved in several ways: (1) Association with events, activities, or patterns; (2) Association with important persons; (3) Distinctive physical characteristics of design, construction, or form; or (4) Potential to yield important information. Significance is defined by the area of history in which the property made important contributions and by the period of time when these contributions were made.” 106 A number of properties are identified as notable examples of particular building types or architectural styles, or for associations with important development trends in Fresno. 106 National Register Bulletin 16A. (3) Evaluation of Historic Integrity The field of historic preservation uses the concept of “integrity” when evaluating the physical character of individual resources.107 Historic integrity is defined as the “authenticity of a property’s historic identity, evidenced by the survival of physical characteristics that existed during the property’s historic period.”108 Integrity is assessed by determining the extent to which a property’s historic materials and architectural features remain intact. Integrity is composed of seven aspects:  Location is the place where the historic property was constructed or the place where the historic event occurred.  Design is the combination of elements that create the form, plan, space, structure and style of a property.  Setting is the physical environment of a historic property.  Materials are the physical elements that were combined during a particular period of time and in particular pattern or configuration to form a historic property. 107 It is important to distinguish between the condition of a building and its historic integrity. A building may exhibit poor maintenance, damage, and/or decay and still possess historic integrity. 108 National Register Bulletin 16A. (4) 106 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP  Workmanship is the physical evidence of the crafts of a particular culture or people during a given period of history or prehistory.  Feeling is a property’s expression of the aesthetic or historic sense of a particular period of time.  Association is the direct link between an important historic event or person and a historic property. To retain historic integrity a property must possess several, and usually most, of the seven aspects. The retention of specific aspects of integrity is paramount for a property to convey its significance. Determining which of these aspects are most important to a particular property requires knowing why, where and when the property is significant. Each evaluated property was assigned an integrity evaluation of “good,” “fair,” or “poor.” Properties with good or fair integrity were then considered as possible candidates for designation as individual resources or as contributors to a potential historic district. Properties with poor integrity that are rare surviving examples of an important property type or period of development were also considered eligible. Properties with poor integrity and no known historic associations were evaluated as ineligible for designation. Identification of Historic Districts Standard preservation practice evaluates groups of buildings from similar time periods and historic contexts as districts. The National Park Service defines an historic district as “a significant concentration, linkage, or continuity of sites, buildings, structures, or objects united historically or aesthetically by plan or physical development.”109 A historic district derives its significance as a single unified entity. The National Park Service guidelines continue: “The identity of a district results from the interrelationship of its resources, which can convey a visual sense of the overall historic environment or be an arrangement of historically or functionally related properties.” 110 For the purposes of this survey, properties that have been found to contribute to the historic identity of a district are referred to as district contributors. These resources are considered significant as a part of the district entity, but are not necessarily significant individually.111 Properties located within the district boundaries 109 National Park Service, U. S. Department of the Interior. National Register Bulletin 15. How to Apply the National Register Criteria for Evaluation. Washington D.C.: 1997. (5) 110 National Register Bulletin 15. (5). 111 Some properties have been recommended for designation as both individual Landmarks and as district contributors. 107 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP that do not contribute to its significance are considered to be non-contributors. Dates of Construction Knowledge of a building’s original date of construction is essential to an evaluation of historic significance and integrity. Of the 300 properties surveyed, HRG was able to locate approximately 165 building permits and/or building records. Many of these did not include an original construction date. Tax Assessor year dates were provided for approximately 250 properties by the City. While the assigned Tax Assessor dates are often analogous with the original construction date they are not considered a consistently reliable source. In the absence of a comprehensive listing of reliable construction dates from a single data source, Historic Resources Group compiled dates from multiple sources and selected the date that appeared most likely to be the original date of construction. Evaluations of significance and integrity have been based upon this evaluation date. Where no reliable information was available, the original construction date was estimated and a circa date assigned. Limitations of the Survey Evaluations As is true with all large-scale historic resources surveys, in-depth research of each individual property is not feasible. Evaluations are based on available property information and visual inspection of properties from the public right-of-way. If additional pertinent information comes to light, some evaluations may be revised. Individually Significant Properties This survey identifies sixty-five (65) properties that appear to meet the criteria for designation as individual historic landmarks eligible for designation as City of Fresno Historic Resources. Seven of these properties have already been designated by the City as historic resources.112 Of the fifty-eight (58) properties that have not been previously designated by the City, eighteen (18) appear to be eligible for listing in the National Register of Historic Places. Fifty-two (52) properties appear to be eligible for listing on the California Register. This number includes the eighteen 112 Seven of the City’s designated historic resources were surveyed as part of a survey of all properties located on the Fulton Mall. 108 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP properties found eligible for the National Register. The list of properties evaluated as individually eligible for historic landmark designation is representative of the following:  The Railroad and Town Establishment  Late 19th and Early 20th Century Commercial Development  Late 19th and Early 20th Century Residential Development  Immigration and Fresno’s Ethnic Communities  Industrial Development  New Deal Civic Development  Mid-Century Downtown Commercial Revitalization  Mid-Century Downtown Civic Revitalization A map of properties evaluated as potentially eligible for individual historic landmark designation is shown in Figure 2. A list of eligible properties can be found in Appendix A. 109 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Figure 2: Map of Individually Eligible Properties 110 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Historic Districts In addition to properties potentially individually eligible for historic designation, this survey identified two distinct grouping of properties which warrant consideration for designation as a historic district. The two potential historic districts are described below. Potential Civic Center Historic District HRG identified a potential “Civic Center Historic District” that includes Depression Era government buildings, and mid-Century government buildings associated with the New Deal Era and mid-20th Century expansions of the Civic Center, and their associated landscapes and landscape features. The potential district is generally bounded by Van Ness Avenue, Tulare Street, Fresno Street, P Street and Merced Street. The potential district contains fourteen contributing buildings and one non-contributor. Seven of the contributors have been designated individually as historic resources by the City. This survey identified five contributing buildings from the mid-20th Century that also appear eligible for listing individually. A map of the Civic Center Historic District is shown in Figure 3. A list of the contributing properties to the Civic Center Historic District can be found in Appendix B. Analysis of a Potential Fulton Street/Fulton Mall Historic District The Fulton Mall landscape designed by celebrated modernist landscape architect Garrett Eckbo has been officially determined eligible for listing in the National Register of Historic Places. Buildings fronting the Fulton Mall were surveyed individually and as contributors to a potential historic district. Properties constructed between 1914 and 1970 were considered as potential contributors. This period of significance includes the establishment of Fulton Street as a major regional retail and entertainment corridor in the first half of the 20th Century and its revitalization as the Fulton Mall in the 1960s. The 1970 opening of the Fashion Fair Mall north of Downtown precipitated the Fulton Mall’s decline. Forty-five individual properties were surveyed on the Fulton Mall. Of these, seven have been designated individually as historic resources by the City and one is listed on the National Register. This survey identified three additional properties as eligible for listing individually. Twelve additional properties have retained sufficient integrity to qualify as contributors to a potential district. The remaining 24 properties were evaluated as non- contributors due to lack of integrity or having construction dates outside the period of significance. 111 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Depending on how a potential district is configured, roughly 50% of buildings on the Fulton Mall appeared to meet criteria as contributors to a potential historic district. This percentage is less than what is generally considered adequate for a historic district113. Although they do not appear to meet criteria for individual listing, the potential contributing properties are listed here for review by City staff and the community. Given the special importance of Fulton Street to the history of downtown Fresno, the City may want to investigate some type of special planning consideration. A map showing analysis of the Fulton Mall as a potential historic district is shown in Figure 4. A list of the contributing and non-contributing properties can be found in Appendix C. 113 Standard preservation practice typically considers a 60% ratio of contributors to be a baseline for a historic district. 112 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Figure 3: Potential Civic Center Historic District 113 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP Figure 4: Potential Fulton Street District Analysis 114 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP GLOSSARY OF TERMS The following terms are used throughout this report. They describe established historic preservation concepts that are based in cultural resources law at the Federal, state, and local levels. These concepts have been codified in standards and guidelines developed by the National Park Service, the Department of the Interior, and professional practitioners, including historians, architects, archeologists, and urban planners. California Historical Resource Status Code is the numerical system adopted by the California Office of Historic Preservation to classify Historic Resources that have been identified through a regulatory process or local government survey in the Statewide Historic Resources Inventory database maintained by the California Office of Historic Preservation. Character-defining features are the essential physical features that enable a building, structure, or object to convey why it is significant and when it was significant. It is not necessary for a property to retain all of its historic physical features or characteristics. However, the property must retain sufficient physical features to enable it to convey its historic identity and without which the property can no longer be identified. Contributor is any building, structure, site, or object located within a designated Historic District which adds to the historical integrity or architectural qualities that make the Historic District significant. Contributors to designated Historic Districts are considered Historic Resources. Designation is the act of recognizing, labeling, or listing a property as being historic. Properties may be designated at the Federal level as a National Historic Landmark or listed in the National Register of Historic Places, at the state level as a California Historical Landmark, California Point of Historical Interest, or listed in the California Register of Historical Resources, or at the local level. Designation formally establishes by law or ordinance that a building or site has significance. Historic Context is the area or domain within which a property has historic significance. Historic contexts allow for an understanding of how the property is a part of an important historic development or event. A Historic District is a significant concentration, linkage or continuity of sites, buildings, structure or objects united historically or aesthetically by plan or physical development. Historic Integrity is the ability of a property to convey its significance. It is the authenticity of a property’s historic identity as evidenced by the survival of physical characteristics and materials 115 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP that existed during the property’s historic period. Historic Resource is any building, structure, object, or site that is listed in or determined eligible for listing in the National Register of Historic Places or the California Register of Historical Resources, either individually or as a contributor to a Historic District; has been designated as a historic resource by the City of Fresno; meets at least one of the Criteria for Designating a Historic Landmark; or is identified as a Contributor to a Historic District. The Historic Resources Inventory is the list of buildings, structures, objects, or sites that are identified as Historic Resources or potential Historic Resources through survey or other evaluation; are included on any list of historic and cultural resources, including, but not limited to, the National Register of Historic Places, the California Register, and the Statewide Historic Resources Inventory (with a California Historic Resource Status Code of 1-5); or are designated Historic Landmarks or Contributors to a Historic District by the City Council. A Historic Resources Survey is the process by which a community’s historic resources are identified and documented. A reconnaissance-level survey is a cursory look at an area with some general background research. Such a survey is typically used to broadly characterize the types of resources that would be found in an area, in order to guide future survey efforts. An intensive-level survey is a close and careful inspection of an area in order to precisely identify all historic resources in an area. Such a survey would include field observation, detailed background research, thorough documentation of all surveyed properties, and is typically accompanied by a historic context statement. Historic Significance is the reason a property is important to the history, architecture, archaeology, engineering, or culture of a community, state, or the nation. Significance is defined by the area of history in which the property made an important contribution and by the period of time when these contributions were made. Establishing historic significance is necessary to demonstrate that a property has been evaluated within the proper historic context and according to appropriate, legally established criteria, such as those required for listing in the National Register of Historic Places, the California Register of Historical Resources, or a local landmark program. The National Register of Historic Places is the official inventory of sites, buildings, structures objects and districts significant in American history, architecture, archeology and culture and is maintained by the Secretary of the Interior under the authority of the Historic Sites Act of 1935 and the 116 REPORT Downtown Fresno (Fulton Corridor) Historic Resources Survey HISTORIC RESOURCES GROUP National Historic Preservation Act of 1966. Non-contributor is any building, structure, or object located within a designated Historic District which does not add to the historical integrity or architectural qualities that make the Historic District significant. Non- contributors to designated Historic Districts are not considered Historic Resources. A Period of Significance is the span of time during which a property was associated with important events, activities, or persons, or attained the characteristics that qualify it as historic. A resource may have more than one period of significance. The Secretary of the Interior’s Standards and Guidelines are the standards used in the preservation, rehabilitation, restoration, or reconstruction of a historic property. “The Standards” delineate accepted treatments for the protection and rehabilitation of historic materials. 117 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP BIBLIOGRAPHY Architectural Resources Group. Chinatown Historic Resources Survey, April 2006. Architectural Resources Group. City of Fresno Broadway Row Historical Survey, April 2004. Architectural Resources Group. Germantown, Fresno Historical Context, April 2006. California State Office of Historic Preservation. Historic Resources Inventory, Fresno, CA. February 9, 2010 California State Office of Historic Preservation. Technical Assistance Bulletin No. 8: User’s Guide to the California Historical Resource Status Codes & Historic Resources Inventory Directory, November 2004 City of Fresno. 2025 Fresno General Plan, Resource Conservation Element February, 2002. City of Fresno. Central Area Community Plan, July 1989. City of Fresno. Fulton/Lowell Specific Plan, January, 3 1996. City of Fresno. Historic Resources Map, December, 2009. City of Fresno. Fresno Municipal Code; Chapter 12; Article 16 :Historic Preservation Ordinance, February 12, 2009. http://www.fresno.gov/Government/DepartmentDirectory/PlanningandDevelopment/P lanning/HistoricPreservation/default.htm Clough, Charles W. and Secrest, William B., Jr. Fresno County: The Pioneer Years from the Beginnings to 1900. Fresno, CA: Panorama West Books, 1984. Clough, Charles W. et al. Fresno County in the 20th Century, Fresno, CA. Panorama West Books 1986. Clough, Charles W. Fresno County in the 20th Century from 1900 to the 1980s, Volume Two, an All New History. Ed. Bobbye Sisk Temple. Fresno: Panorama West Books, 1994. 118 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP Fogelson, Robert F. Downtown: Its Rise and Fall, 1880-1950, Yale University Press, 2003. Galvin Preservation Associates, Inc. City of Fresno North Park Survey: Historic Context & Survey Report, November 2008. Hamm, Edward, Jr. Trolleys of the San Joaquin-When Fresno Rode the Rails. Interurban Publications, Fresno, California 1979 Hardwick, M. Jeffrey, Victor Gruen, Architect of An American Dream, University of Pennsylvania Press 2004. Hattersley-Drayton, Karana et al, Architecture, Ethnicity, and Historic Landscapes of California’s San Joaquin Valley, City of Fresno, Planning and Development Department, 2008. Hattersley-Drayton, Karana. Historic Architecture Survey Report for the “Bungalow” Court Project, City of Fresno, 2004 Hattersley-Drayton, Karana. Historic Architecture Survey Report for Plan Amendment A-08-007 and Rezone A-08-034, City of Fresno, July 2009 Hattersley-Drayton, Karana. Historic Architecture Survey Report for the Renaissance at Santa Clara Residential Development Project, City of Fresno, February 2011 Hiigel, Sharon; Maria Ortiz editors. A Portrait of Fresno 1885-1985, Fresno City and County Historical Society 1985. A Guide to Historic Architecture in Fresno, California Accessed April 15, 2010. http://historicfresno.org/ Loomis, Allen A. Locating Victor Gruen, essay dated 2000 accessed on Delirious LA website April 22, 201. http://www.deliriousla.net/essays/2000-gruen.htm National Park Service, U. S. Department of the Interior. National Register Bulletin 15. How to Apply the National Register Criteria for Evaluation. Washington D.C.: 1997. National Park Service, U.S. Department of the Interior. National Register Bulletin 16A. How to Complete the National Register Registration Form. Washington D.C.: 1997. National Park Service, U.S. Department of the Interior. National Register Bulletin 24: Guidelines for Local Surveys: A Basis for Preservation Planning. Washington, D.C.: 1985. 119 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP Page & Turnbull, Inc. Historic Properties Survey Report South Stadium Project Area, August 2008. Panter, John “Central California Colony: Marvel of the Desert”, Fresno Past & Present, the Journal of the Fresno City and County Historical Society, Vol. 35 No. 2, Summer 1994. Planning Resource Associates, Inc. Mid-Century Modernism Historic Context, September 2008. Planning Resource Associates, Inc. Pinedale Historic Resource Survey, October 2007. Powell, John Edward and Michael J. McGuire. Supplementary Historic Building Survey, City of Fresno, City of Fresno, September 1994. Rehart, Catherine Morison; William Secrest Jr.; J. Randall Mc Farland and Elizabeth Laval. Celebrating the Journey, 150 Years of Fresno County and Beyond Fresno County Superintendent of Schools, 2007. Sanborn Company. Sanborn Maps, Fresno County, California. Starr, Kevin, Endangered Dreams, The Great Depression in California, Oxford University Press 1996. Starr, Kevin, Golden Dreams, California in an Age of Abundance 1950-1960, Oxford University Press 2009. Urbana Preservation and Planning. City of Fresno Arts-Culture District Historic Property Survey, July 2006. Urbana Preservation and Planning, City of Fresno Upper Triangle Areas Historic Property Survey, February 2007. Victor Gruen Associates, Central Area Fresno, California, vol. 1, Research and Basic Planning, March 16, 1959 Victor Gruen Associates, Fresno: A City Reborn, (film) 1968 Worster, Donald (1979). Dust Bowl: The Southern Plains in the 1930s. Oxford University Press. 120 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP Newspaper Articles “Architect Begins Design Of New Federal Building”, Fresno Bee, December 27, 1963 “Bank Will Dedicate New Office”, Fresno Bee, September 29, 1968 “Berkley’s Will Open In New Quarters”, Fresno Bee, April 9, 1961 Bier, Jerry; “Board Sets Law Building Timetable”, Fresno Bee, May 7, 1968 “Call is Issued For Bids on $1,000,000 Downtown Store”, Fresno Bee, May 8, 1960 “City Hall Site Is Urged for New Police Building”, Fresno Bee, December 13, 1957 “City OKs Pact For Design of Mariposa Mall”, Fresno Bee, October 30, 1968 Clough, Edwin M., “1962 May Bring Decision On Reshaping Of Downtown Area”, Fresno Bee, January 2, 1962 Cole, Verne; “Fresno’s New Face Is Milestone of Year Past”, Fresno Bee, January 1, 1965 “Creamery Lists Million Dollar Drop In Revenues”, Fresno Bee, March 9, 1948 “Crossing Entry”, Fresno Bee, May 3, 1965 “First Federal Savings Will Start Work On New Building”, Fresno Bee, June 4, 1967 “Former Fresno Hilton Will Be Gutted And Redeveloped ”, Fresno Bee, November 22, 2006 “Four Unit Building Will Replace Hotel”, Fresno Bee, January 28, 1962 Fresno Bee, January 3, 1962, photo of Sequoia Hotel demolition. “Fresno’s Changing Face”, Fresno Bee, October 27, 1960 “Fresno Became a City 75 Years Ago Today”, Fresno Bee, October 27, 1960 “Fresno Council Hears Civic Center Plans”, The Modesto Bee, December 19, 1965 “Good Losers Get No Chapter in Winner Del Webb’s Book”, Fresno Bee, March 8, 1964 Grig, Gene, “1.9 Million Is Approved For Courthouse”, Fresno Bee, July 19, 1963 121 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP Grimes, Ward W., “Del Webb Center Will Be Dedicated Tomorrow”, Fresno Bee, March 6, 1964 Grimes, Ward W., “15 Story Downtown Hotel Will Be Built”, Fresno Bee, October 17, 1960 Grimes, Ward W., “Savings Firm Plans Office Tower”, Fresno Bee, August 9, 1964 Grimes, Ward W., “Webb Center Nears Finish”, Fresno Bee, November 3, 1963 “Insurance Company Plans New Building”, Fresno Bee, April 25, 1965 “International Drug Company Will Move”, Fresno Bee, December 2, 1951 “Jewelry Firm Leases Old Coffee’s Store”, Fresno Bee, August 22, 1965 Kidder, Karl M., “Community Hospital Building Drive Starts”, Fresno Bee, October 31, 1963 “Mall Festival Will Display Cultural Life”, Fresno Bee, August 30, 1964 “National Dollar Stores Plans Mall Location”, Fresno Bee, February 14, 1965 “New Building”, Fresno Bee, November 1, 1964 “New Luggage Shop Opens On Fulton Mall”, Fresno Bee, January 30, 1966 “New Restaurant”, Fresno Bee, October 20, 1968 “Planning for Fresno Civic Center Began 35 Years Ago”, The Modesto Bee, June 28, 1956 “Plans for Downtown Motel Gets City Nod”, Fresno Bee, November 19, 1959 “Rising Skyscraper”, Fresno Bee, May 5, 1963 “Savings Firm Will Open New Quarters”, Fresno Bee, July 2, 1961 Sisson, H.L., “Future Metropolis Blossoms In Nation’s Agricultural Center”, Fresno Bee, March 8, 1964 Sisson, H.L., “More Sky In Fresno’s Future?”, Fresno Bee, August 18, 1963 Sisson, H.L., “Savings Firm Plans L Street Office Building”, Fresno Bee, July 19, 1963 Sisson, H.L., “Webb Opening Points To Big Fresno Future”, Fresno Bee, March 7, 1964 122 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP “Tree Lined Mariposa Mall Is Studied”, Fresno Bee, November 25, 1956 “Unique Design”, Fresno Bee, November 28, 1965 “Walter Smith Moves To Fulton-Kern Area”, Fresno Bee, November 5, 1961 “Wells Fargo Bank Plans New Office”, Fresno Bee, March 28, 1965 Websites Archop website http://archop.org/ Armenian National Institute website http://www.armenian-genocide.org California Raisin Marketing Board website http://www.calraisins.org/about/the-raisin-industry/history/ California State Military Museum website http://www.militarymuseum.org Carnegie Libraries of California website http://www.carnegie-libraries.org/california/fresno.html Community Medical Centers Healthcare website http://www.communitymedical.org The Cultural Landscape Foundation website http://tclf.org Del Monte Foods corporate website, “Our History” pages http://www.delmonte.com/company/default.aspx?page=oc_ourhistory PBID Partners of Downtown Fresno website, The Fulton Mall: A Brief History http://www.downtownfresno.org/fulton-mall.html Fresno County Public Library (history of page) http://www.fresnolibrary.org/about/history.html Fresno Historical Society. http://www.valleyhistory.org 123 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP Fresno Irrigation District website http://www.fresnoirrigation.com/history.html A Guide to Historic Architecture in Fresno, California http://historicfresno.org/ Lance and Cromwell Old Fresno (California) Flickr Set http://www.flickr.com/photos/81918828@N00/sets/72157603574663279/with/214 4732995/ Mid-Century Modern Fresno Facebook Page Picayune Rancheria of the Chukchansi Indians Website History page, http://www.chukchansi.net/history.html Pop Laval Collection website http://www.poplavalfoundation.org Sun-Maid Corporate website http://www.sun-maid.com/en/about/our_history.html 124 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP APPENDIX A: PROPERTIES THAT APPEAR ELIGIBLE FOR INDIVIDUAL HISTORIC LANDMARK DESIGNATION INDIVIDUALLY ELIGIBLE PROPERTIES PARCEL ADDRESS EVALUATION DATE HISTORIC NAME or OTHER IDENTIFIER SIGNIFICANCE STATUS CODE 46829608 401 BROADWAY 1952 Sheppard Rug Company sign Good example of mid‐20th Century commercial signage. 5S3; 3CS 46708112 646 F 1910 c. cottage Rare intact example of early 20th Century cottage. 5S3; 3CS 46706501 1157 F 1923 Hotel D'Italia Rare intact example of a mixed‐ use commercial building from the 1920s. Possible association with old Italian neighborhood. 5S3; 3CS 46615203 2135 FRESNO 1950 Crocker Anglo Bank Building Good example of Mid‐Century Modern commercial building. 5S3; 3CS 46825507 802 FULTON 1913/1948/1 968 Gottschalks Excellent example of Late Moderne architecture. Flagship location of important regional retailer Gottschalks. 5S3; 3CS; 3S 46828105 901 FULTON 1961 Walter Smith Store / Luftenburg’s Rare intact example of a mid‐20th Century department store in Downtown Fresno. 5S3; 3CS; 3S 46828101 959 FULTON 1924 Radin‐Kamp Department Store; J.C. Penny's Rare intact example of an early 20th Department Store building in Fresno. Representative example of the work of the noted local architecture firm of Felchlin, Shaw & Franklin. 3S; 5S1 46621307 1001 FULTON 1917 Bank of Italy Excellent example of Renaissance Revival commercial architecture in Fresno. Representative example of the work of the noted local architecture firm of Felchlin, Shaw & Franklin. 1S; 5S1 46627002 1044 FULTON 1918 Mason Building Excellent example of Renaissance Revival commercial architecture in Fresno. Representative example of the work of noted architect Eugene Mathewson. 5S1; 3CS; 3S 46617212 1060 FULTON 1923 Pacific Southwest Building Excellent example of Renaissance Revival commercial architecture in Fresno. Representative example of the work of the noted local architecture firm of Felchlin, Shaw & Franklin. 5S1; 3CS; 3S 46621204 1101 FULTON 1914 Helm Building Excellent example of Renaissance Revival commercial architecture in Fresno. Representative example of 5S1; 3CS; 3S 125 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP INDIVIDUALLY ELIGIBLE PROPERTIES PARCEL ADDRESS EVALUATION DATE HISTORIC NAME or OTHER IDENTIFIER SIGNIFICANCE STATUS CODE the work of the noted architect George Kelham. 46621201 1177 FULTON 1921 Mattei Building/Guarantee Savings and Loan Excellent example of Classical Revival commercial architecture in Fresno. Representative example of the work of the noted architect Eugene Mathewson. 1961 remodel by noted architectural firm of Robert Stevens Associates. 5S1; 3CS; 3S 46621103T 1221 FULTON 1928 Brix Building Good example of an early 20th Century commercial building. Representative example of the work of noted local architects Swartz & Ryland. 5S2 46708201 539 G 1940 c. Kerr Rug Company Rare example of Streamline Moderne industrial building in Fresno. 5S3; 3CS 46708201 539 G 1940 c. Kerr Rug Company Sign Good example of pre‐World War II commercial sign. 5S3; 3CS 46704004 704 G 1936/1945 Feed & Seed Warehouse Rare example of intact pre‐WWII industrial building in Fresno. 5S3; 3CS 46704021U 744 G 1915 c. San Joaquin Materials Co. Rare example of pre‐WWII industrial building. 5S3; 3CS 46704006 840 G 1905 c. Madary's Brick Warehouse General Storage Rare example of turn‐of‐the‐ century industrial building in Fresno. 5S3; 3CS; 3S 46703004 1068 G 1915c. / 1930 Jensen & Pilegard Rare example of pre‐WWII industrial building. 5S3; 3CS 46706211 1159 G 1920 c. G Street Zone Substation Rare example of pre‐WWII public infrastructure building. 5S3; 3CS; 3S 46706113 1235 G 1968 Ridge Electric Motor Company Association with celebrated local artist Stan Bitter. 5S3 46704023ST 735 H 1910 c. Railroad warehouse Rare intact example of a railroad warehouse in Fresno. 5S3; 3CS; 3S 46503021U 1603 H 1930 c. warehouse Rare intact example of pre‐WWII industrial building in Fresno. 5S3; 3CS 46707615 1410 INYO various California Dairies, Inc. Rare operating industrial facility portions of which date from the early 20th Century. 5S3; 3CS 46825318 701 L 1936 California Transit Company Rare example of an intact early 20th Century industrial building in Fresno. 5S3; 3CS; 3S 46840001T 700 M 1966 Fresno Convention Center; William Soroyan Theater Good example of late Modern architecture. Work of important local architect Robert W. Stevens. 5S3; 3CS 126 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP INDIVIDUALLY ELIGIBLE PROPERTIES PARCEL ADDRESS EVALUATION DATE HISTORIC NAME or OTHER IDENTIFIER SIGNIFICANCE STATUS CODE Associated with mid‐20th Century Downtown revitalization. 46821410T 901 M 1963 parking structure Part of the former Del Webb Center. Good example of a mid‐ century mixed‐use complex. 5S3; 3CS 46611307 1260 M 1960 c. commercial office Example of mid‐century commercial office building. 5S3; 3CS 46611513T 1301 M 1965 c. commercial office Good example of a mid‐century office building 5S3; 3CS 46611503 1325 M 1940 Brix Apartments Good example of pre‐World War II bungalow court. 5S3 46611502 1345 M 1910 c. cottage Excellent example of early 20th Century cottage. 5S3; 3CS 46611215T 1350 M 1953 First Methodist Church of Fresno Good example of mid‐century institutional building. 5S3 46612203 2314 MARIPOSA 1950 Fresno County Office of Education Good example of Mid‐Century Modern civic architecture 5S3; 5D3; 3CB; 3B 46612101T 2323 MARIPOSA 1960 Fresno Police Headquarters Good example of Mid‐Century Modern civic architecture. 5S3; 5D3; 3CB; 3B 46609401T 2420 MARIPOSA 1959 Fresno County Free Library Good example of Mid‐Century Modern civic architecture. 5S3; 5D3; 3CB; 3B 46609201T 2550 MARIPOSA 1959 Hugh M. Burns State Building Good example of Mid‐Century Modern civic architecture. 5D3; 3CD; 3D 46611203 1331 N 1930/1950 Royal Court Apartments Good example of pre‐World War II bungalow court. 5S3 46608311 1334 N 1910 Folk Victorian duplex Rare intact example of a residential building from the first decade of the 20th Century. 5S3; 3CS 46608312 1338 N 1886 c. George H. Walley Home Rare intact example of a late 19th Century cottage in Fresno. 5S3; 3CS; 3S 46609114T 1130 O 1966 B.F. Sisk Federal Building Good example of late modern architecture in Fresno. Representative work of noted local architect Walter Wagner. 5S3; 5D3; 3CB; 3B 46608119 1350 O 1966 Equitable Life Assurance Good example of a mid‐century modern commercial building in Fresno. Representative example of the work of noted local architect Robert W. Stevens. 5S3; 3CS 46608203 1223 P 1940 bungalow court Good example of pre‐World War II bungalow court. 5S3 46608202 1231 P 1941 bungalow court Good example of pre‐World War II bungalow court. 5S3 46605511 1320 P 1913 cottage Rare intact example of early 20th Century cottage. 5S3; 3CS 127 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP INDIVIDUALLY ELIGIBLE PROPERTIES PARCEL ADDRESS EVALUATION DATE HISTORIC NAME or OTHER IDENTIFIER SIGNIFICANCE STATUS CODE 46605519 1319 Q 1913 cottage Rare, intact example of an early‐ 20th century residential bungalow. 5S3; 3CS 46829505 1801 SANTA CLARA 1945 industrial building Rare, intact example of a pre‐ WWII industrial building. 5S3; 3CS 46611124 2320 STANISLAUS 1946 AC Delco Automobile Service Good example of Streamline Moderne architecture in Fresno. 5S3; 3CS 46704012S 1626 TULARE 1946 California Packing Corporation Rare example of intact fruit packing facility portions of which date to the early 20th Century. 5S3; 3CS; 3S 46703032U 1713 TULARE 1917 Pullman Shed Very rare intact example of a Pullman Car shed. 5S3; 3CS; 3S 46825410 2014 TULARE 1922 T.W. Patterson Building Excellent example of Renaissance Revival commercial architecture in Fresno. Representative example of the work of the noted local architecture firm of Felchlin, Shaw & Franklin. 5S1; 3CS; 3S 46825111 2150 TULARE 1965 Midland Savings and Loan Good example of a Mid‐Century modern commercial building. 5S3; 3CS; 3S 46821410T 2200 TULARE 1963 Del Webb Center Good example of mixed‐use commercial development from the mid‐20th Century. 5S3; 3CS 46605404 2615 TUOLUMNE 1965 Downtown Car Wash Rare example of Googie commercial architecture in Downtown Fresno. 5S3; 3CS 46826506 517 VAN NESS 1895 c. Joseph Giardina House Rare intact example of late 19th Century residential development. Rare brick construction Queen Anne house in Fresno. 5S3/3S 46826505 521 VAN NESS 1895 c. Giardina Property Rare intact example of late 19th Century residential development. Rare brick construction Queen Anne house in Fresno. 5S3/3S 46826112 636 VAN NESS 1915 Neo‐Classical 2‐flat Rare early 20th Century duplex in Fresno. 5S3; 3CS 46825511T 801 VAN NESS 1968 Spiral Parking Garage Rare and unique parking structure featuring spiral ramps. Representative example of the work of noted local architects Walter Wagner & Assoc. 5S3; 3CS 46825208T 830 VAN NESS 1960 c. Robert N. Klein and Associates (ESK Land Company) Good example of a mid‐Century Modern commercial building. Representative work of noted local architect Robert W. Stevens. 5S3; 3CS; 3S 128 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP INDIVIDUALLY ELIGIBLE PROPERTIES PARCEL ADDRESS EVALUATION DATE HISTORIC NAME or OTHER IDENTIFIER SIGNIFICANCE STATUS CODE 46825210 862 VAN NESS 1931 L.C. Wesley Super Garage Good example of Art Deco architecture in Fresno. Rare intact early 20th Century automobile service and parking building. 5S3; 3CS; 3S 46825405 915 VAN NESS 1935 c. El Paso Mexican Restaurant Good example of an early 20th store building in Fresno. 5S3; 3CS 46825403 933 VAN NESS 1962 Fink & Skopp Furnishings Good example of mid‐Century Modern commercial architecture. Representative example of the work of noted local architect Robert W. Stevens. 5S3; 3CS 46616001T 1100 VAN NESS 1965 Fresno County Courthouse Good example of Mid‐Century Modern architecture. 5S3; 5D3; 3CB; 3B 46615210 1206 VAN NESS 1966 Wells Fargo Good example of a Mid‐Century Modern commercial building. Representative work of noted local architect William Hastrup. 5S3; 3CS 46615421 1221 VAN NESS 1966 Bank of the West Good example of a Mid‐Century Modern commercial building. Work of the office of noted architect Welton Beckett. 5S3; 3CS 46822520 2222 VENTURA 1958 Haron's sign Good example of mid‐20th Century commercial sign. 5S3; 3CS 129 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP APPENDIX B: CIVIC CENTER HISTORIC DISTRICT POTENTIAL CIVIC CENTER HISTORIC DISTRICT PARCEL ADDRESS EVALUATION DATE HISTORIC NAME or OTHER IDENTIFIER CONTRIBUTING BUILDINGS 46616001T 2200 Fresno St. 1969 Fresno Sheriff Office 46612101T 2326 Fresno 1941 Fresno City Hall 46612203 2314 Mariposa 1950 Fresno County Office of Education 46612101T 2323 Mariposa 1960 Fresno Police Headquarters 46612201T 2348 Mariposa 1936 Old Fresno Unified School District Office 46609401T 2420 Mariposa 1959 Fresno County Free Library 46609201T 2550 Mariposa 1959 Hugh M. Burns State Building 46609114T 1130 O Street 1966 B.F. Sisk Federal Building 46608401T 1235 O Street 1935 Fresno Memorial Auditorium 46616001T 2281 Tulare 1935 Fresno County Hall of Records 46612202T 2309 Tulare 1939 U.S. Post Office (Main) 46616001T 1100 Van Ness 1966 Fresno County Courthouse CONTRIBUTING LANDSCAPE AND CIRCULATION ELEMENTS Courthouse Square Mariposa Mall 130 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP APPENDIX C: FULTON STREET HISTORIC DISTRICT ANALYSIS FULTON STREET DISTRICT ANALYSIS PARCEL ADDRESS EVALUATION DATE HISTORIC NAME or OTHER IDENTIFIER CONTRIBUTING STATUS 46828219 845 Fulton Mall 1969 Kinneys Shoes C 46825515T 860 Fulton Mall 1965 c. parking w/retail C 46828221T 887 Fulton Mall 1961 Berkeley's Apparel C 46825407 900 Fulton Mall 1963 Woolworth's C 46828105 901 Fulton Mall 1961 Walter Smith Store C 46825408 926 Fulton Mall 1965 National Dollar Stores C 46621306 1017 Fulton Mall 1966 Sams Luggage C 46621302 1045 Fulton Mall 1969 Rodder's C 46617112 1118 Fulton Mall 1924 Kress Building C 46617114 1136 Fulton Mall 1958 Newberry's C 46621112 1255 Fulton Mall 1940 Bank of America C 46627002 1044 Fulton Mall 1918 Mason Building C 46617212 1060 Fulton Mall 1923 Pacific Southwest Building C 46621204 1101 Fulton Mall 1914 Helm Building C 46621201 1177 Fulton Mall 1921 Mattei Building C 46621103T 1221 Fulton Mall 1928 Brix Building C 46621105 1199 Fulton Mall 1950 Cover Girl; Proctor's Jewelers C 46825507 802 Fulton Mall 1913/1948/ 1968 Gottschalks C 46828101 959 Fulton Mall 1924 Radin‐Kamp Department Store; J.C. Penny's C 46621307 1001 Fulton Mall 1917 Bank of Italy C 46825410 2014 Tulare St. 1922 T.W. Patterson Building C 46828205 829 Fulton Mall 1945 El Caballero NC 46828222T 835 Fulton Mall 1965 c. store NC 131 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP FULTON STREET DISTRICT ANALYSIS PARCEL ADDRESS EVALUATION DATE HISTORIC NAME or OTHER IDENTIFIER CONTRIBUTING STATUS 46828104 917 Fulton Mall 1940 El Patron / Beauty Town NC 46828103 927 Fulton Mall 1969 Hermanos NC 46825409 930 Fulton Mall 1940 Galeria Mexico NC 46828102 931 Fulton Mall 1922 China Express / El Bronco NC 46617207 1000 Fulton Mall 1917 Patterson Block NC 46617208 1010‐24 Fulton Mall 1917 Patterson Block NC 46621305 1025 Fulton Mall 1965 Edmonds Jewelers and Silversmiths NC 46621304 1029 Fulton Mall 1957 Leslie's / Botanica NC 46617215 1030 Fulton Mall 1967 Optometrist / Priscilla NC 46621303 1035 Fulton Mall 1950 Gensler Lee / Gallen Kamp's NC 46617111 1108 Fulton Mall 1970 Payless Shoe Source NC 46621203 1127 Fulton Mall 1948 Office NC 46617113 1130 Fulton Mall 1946 B‐Maxx NC 46621216 1141 Fulton Mall 1945 Auto Insurance NC 46626001 1150 Fulton Mall 1981 Valley Dental NC 46621217 1155 Fulton Mall 1965 c Store NC 46615411 1212 Fulton Mall 1970 Roos‐Atkins NC 46621104T 1215 Fulton Mall 1972 County of Fresno Department of Health NC 46615412 1226 Fulton Mall 1965 c. Best Nails, Mayo, Fulton Kabab NC 46621120 1243 Fulton Mall 1925 c. / new façade 1957 Neil‐White & Co. Shoes NC 46615413 1246 Fulton Mall 1970 Court Appointed Special Associates for Children NC 46615414 1260 Fulton Mall 1975 Marderosian, Runyon, Cercone, & Lehman NC 46620656T 1331 Fulton Mall 1990 c. Housing Authority of the City and County of Fresno NC 132 REPORT City of Fresno Historic Resources Survey HISTORIC RESOURCES GROUP APPENDIX D: CALIFORNIA OFFICE OF HISTORIC PRESERVATION HISTORICAL RESOURCE STATUS CODES Fresno Municipal Code Findings Section 12-1617(h) No application or proposal hall be approved or approved with modifications unless the Commission makes the following findings: (1) The proposed work is found to be consistent with the purposes of this article and the Secretary of the Interior's Standards, not detrimental to the special historical, architectural, or aesthetic interest or value of the Historic Resource; or (2) The action proposed is necessary to correct an unsafe or dangerous condition on the property; or (3) Denial of the application will result in unreasonable economic hardship to the owner. In order to approve the application, the Commission must find facts and circumstances, not of the applicant's own making, which establish that there are no feasible measures that can be taken that will enable the property owner to make a reasonable economic beneficial use of the property or derive a reasonable economic return from the property in its current form; or (4) The site is required for a public use which will directly benefit the public health, safety and welfare and will be of more benefit to the public than the Historic Resource. (5) For applications for relocation of an Historic Resource, the Commission shall find that one or more of the above conditions exist, that relocation will not destroy the historical, architectural, or aesthetic value of the Resource and that the relocation is part of a definitive series of actions which will assure the preservation of the Resource. The Secretary of the Interior's Standards for Rehabilitation The Standards (Department of Interior regulations, 36 CFR 67) pertain to historic buildings of all materials, construction types, sizes, and occupancy and encompass the exterior and the interior, related landscape features and the building's site and environment as well as attached, adjacent, or related new construction. The Standards are to be applied to specific rehabilitation projects in a reasonable manner, taking into consideration economic and technical feasibility. 1. A property shall be used for its historic purpose or be placed in a new use that requires minimal change to the defining characteristics of the building and its site and environment. 2. The historic character of a property shall be retained and preserved. The removal of historic materials or alteration of features and spaces that characterize a property shall be avoided. 3. Each property shall be recognized as a physical record of its time, place, and use. Changes that create a false sense of historical development, such as adding conjectural features or architectural elements from other buildings, shall not be undertaken. 4. Most properties change over time; those changes that have acquired historic significance in their own right shall be retained and preserved. 5. Distinctive features, finishes, and construction techniques or examples of craftsmanship that characterize a property shall be preserved. 6. Deteriorated historic features shall be repaired rather than replaced. Where the severity of deterioration requires replacement of a distinctive feature, the new feature shall match the old in design, color, texture, and other visual qualities and, where possible, materials. Replacement of missing features shall be substantiated by documentary, physical, or pictorial evidence. 7. Chemical or physical treatments, such as sandblasting, that cause damage to historic materials shall not be used. The surface cleaning of structures, if appropriate, shall be undertaken using the gentlest means possible. 8. Significant archeological resources affected by a project shall be protected and preserved. If such resources must be disturbed, mitigation measures shall be undertaken. 9. New additions, exterior alterations, or related new construction shall not destroy historic materials that characterize the property. The new work shall be differentiated from the old and shall be compatible with the massing, size, scale, and architectural features to protect the historic integrity of the property and its environment. 10. New additions and adjacent or related new construction shall be undertaken in such a manner that if removed in the future, the essential form and integrity of the historic property and its environment would be unimpaired. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-465 Agenda Date:4/27/2023 Agenda #: 3.-A. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:WILLIAM C. HERR, Assistant Director Public Works Department, Construction Management Division SUBJECT WORKSHOP - Annual Review of the Community Workforce Agreement (Project Labor Agreement) Attachments: Presentation Community Workforce Agreement City of Fresno Printed on 4/21/2023Page 1 of 1 powered by Legistar™ 04-27-2023 MOVED TO MAY 11, 2023 Public Works Department BUILDING A BETTER FRESNO Community Workforce Agreement Annual Review Public Works Department Annual Workshop –Community Workforce Agreement Term of Agreement •Fully executed on September 29, 2021 •Became effective 120 days later (January 27, 2022) •Initial 5-year term •Review of Local Hiring Program effectiveness at 2-year mark •Requires annual reports to the Council Public Works Department Annual Workshop –Community Workforce Agreement Goals of Agreement •Employment and training opportunities •Pathways into high-quality, sustainable construction careers •Create a pool of skilled construction labor •Combat unemployment and underemployment •Promote efficiency through skilled labor •Diversity, workforce equity, open opportunity •Recruitment, training and employment of local area residents •Local pre-apprenticeship and apprenticeship programs •Timely and successful completion of City projects Public Works Department Annual Workshop –Community Workforce Agreement Key Provisions •Applies to awarded construction contracts with Engineer’s Estimates of $1,000,000 and greater (with some exclusions) •Applies to work performed by craft workers, not products •Requires approval by the funding agency •Pre-job conferences and Joint Administrative Committee •Recognizes the Unions as sole bargaining representative •Union referrals of employees to Contractors, with some ability for non-signatory Contractors to utilize Core Workers •Payments by employers to Union vacation, pension, health benefit funds •Apprentices •Local Hiring Program Public Works Department Annual Workshop –Community Workforce Agreement Local Hiring Program •Unions agreed to exert their utmost efforts to achieve the goals •Contractors to demonstrate satisfaction of percentage goals, or demonstrate a good faith effort •Minimum 50% of journey-level project work hours by City of Fresno residents •Minimum 55% of apprentice-level project work hours by City of Fresno residents •Minimum 30% of apprentice-level project work hours performed by New Local Apprentices Public Works Department Annual Workshop –Community Workforce Agreement Active PLA Construction Contracts •FAX Facility Improvement Project (AMG) •Water Main Replacements in Calwa Townsite, Phase 1 (West Valley Construction) •Sewer Rehabilitation (Blackstone, Maroa, McKinley, Clinton) (Emmett’s Excavation) •Regional Wastwater Reclamation Facility Substation Expansion (A-C Electric) Public Works Department Annual Workshop –Community Workforce Agreement Upcoming PLA Construction Contracts •Van Ness & Weldon Park (Bush Construction) •Jensen Ave Water Main Replacement (Emmett’s Excavation) •Barstow Ave Class IV Bike Lanes (American Paving) •Midtown Trail Segments 3 and 4 •Jensen Ave Repaving, SR-41 to MLK •Tulare Complete Streets, 6th to Cedar •Winchell Neighborhood Traffic Signals at Butler/8th, Orange & Lowe Public Works Department Annual Workshop –Community Workforce Agreement Local Hire Program Statistics (as of February 28, 2023) FAX Facility Improvement Project PLA Contractor AMG & Associates Award Amount $11,631,119 Notice to Proceed Issued March 31, 2022 Current Contract Completion Date October 18, 2023 Total Project Hours 2,471.62 Total Journey-Level Hours 2,189.96 City of Fresno Journey-Level Hours 317.47 Percentage City of Fresno Journey-Level Hours 14.5% Total Apprentice Hours 124.75 City of Fresno Apprentice Hours 65.50 Percentage City of Fresno Apprentice Hours 52.5% City of Fresno New Apprentice Hours 65.50 Percentage City of Fresno New Apprentice Hours 100% Public Works Department Annual Workshop –Community Workforce Agreement Sewer Rehab –Blackstone/Maroa/McKinley/Clinton Area PLA Contractor Emmett’s Excavation Award Amount $1,578,078 Notice to Proceed Issued August 4, 2022 Current Contract Completion Date June 14, 2023 Total Project Hours 2,839.00 Total Journey-Level Hours 2,681.50 City of Fresno Journey-Level Hours 668.50 Percentage City of Fresno Journey-Level Hours 24% Total Apprentice Hours 157.50 City of Fresno Apprentice Hours 0 Percentage City of Fresno Apprentice Hours 0% City of Fresno New Apprentice Hours 0 Percentage City of Fresno New Apprentice Hours 0% Public Works Department Annual Workshop –Community Workforce Agreement WC00005 Water Main Replacement: Calwa Townsite, Phase 1 PLA Contractor West Valley Construction Award Amount $6,231,747 Notice to Proceed Issued September 21, 2022 Current Contract Completion Date July 28, 2023 Total Project Hours 6,687.50 Total Journey-Level Hours 5,671.25 City of Fresno Journey-Level Hours 920.00 Percentage City of Fresno Journey-Level Hours 14% Total Apprentice Hours 1,141.50 City of Fresno Apprentice Hours 841.00 Percentage City of Fresno Apprentice Hours 74% City of Fresno New Apprentice Hours 825.00 Percentage City of Fresno New Apprentice Hours 98% Public Works Department Annual Workshop –Community Workforce Agreement TC00169 Substation Expansion at RWRF PLA Contractor A-C Electric Company Award Amount $2,179,000 Notice to Proceed Issued November 28, 2022 Current Contract Completion Date November 27, 2023 Total Project Hours 97.50 Total Journey-Level Hours 76.50 City of Fresno Journey-Level Hours 58.50 Percentage City of Fresno Journey-Level Hours 76% Total Apprentice Hours 21.00 City of Fresno Apprentice Hours 21.00 Percentage City of Fresno Apprentice Hours 100% City of Fresno New Apprentice Hours 5.00 Percentage City of Fresno New Apprentice Hours 24% Annual Workshop –Community Workforce Agreement Comparison with Non-PLA Construction Projects Public Works compiled local hire data for a random sampling of 24 projects, totaling $94.6 million in construction FAX EV Infrastructure Project City Hall/MSC Sustainability PARCS/Public Safety Energy Efficiency Olive Ave Resurfacing and Streetscape Veterans Blvd/UPRR/HSR Grade Separation Shields Ave Midtown Trail Segment 2 Slurry Seal Citywide Requirements Contract Requirements Contract CCTV Inspection Clovis Avenue Midtown Trail Segment 5 Blackstone and Abby ITS Corridor Improvements Tupman Playground Equipment Installation Traffic Signals at L Street (Fresno & Tulare) Hinton Park Lighting Gettysburg & Polk Sidewalk & Traffic Signal ATP Improvements Woodward Park Ampitheatre Shade Canopy Water Tower Painting Fresno Animal Shelter Fire Station 18 Charter Officials Fence Butler & Cedar Traffic Signal Protected Left Turns RWRF Waste Gas Flare Improvements HVAC Replacement at FAX Admin Building Pump Station 117/284 Wellhead Treatment New Production Well Pump Station 36A Public Works Department Annual Workshop –Community Workforce Agreement Local Hire Program Statistics (as of February 28, 2023) Random Sampling of 24 Non-PLA Construction Projects $94.6 million Total Project Hours 80,457 Total Journey-Level Hours 70,767 City of Fresno Journey-Level Hours 25,517 Percentage City of Fresno Journey-Level Hours 36% Total Apprentice Hours 9,691 City of Fresno Apprentice Hours 4,711 Percentage City of Fresno Apprentice Hours 49% Annual Workshop –Community Workforce Agreement Questions & Discussion City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-651 Agenda Date:4/27/2023 Agenda #: 3.-B. REPORT TO THE CITY COUNCIL FROM:NELSON ESPARZA, Councilmember District 7 SUBJECT WORKSHOP - NLC Service Line Warranty Program by HomeServe RECOMMENDATION [If more than one recommendation pluralize] EXECUTIVE SUMMARY [Brief, 1-2 paragraphs; information stated here must be expanded in Background section; clear and concise so anyone understands action being requested] BACKGROUND [Include: Any prior history; “City Attorney has reviewed and approved to form,” if applicable; source of funding; appropriate regulation summary information] ENVIRONMENTAL FINDINGS [Include CEQA findings or state N/A] LOCAL PREFERENCE [N/A due to State and Federal money; N/A because it is more than ½ of 1%; or yes, state why] FISCAL IMPACT [Funding source, clarify whether General Fund is or is not impacted; appropriation authority already approved or an AAR is attached; if appropriate explain impact on other projects or timing of funding from other agencies; future obligations] Attachment: [If more than one, pluralize] City of Fresno Printed on 4/20/2023Page 1 of 1 powered by Legistar™ 04-27-2023 APPEARED April 2023 Work Session Overview ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 2 Contents 1.Program Overview 2.Our Capabilities 3.The Onboarding Process Includes: •Launch Timeline •Contractor Recruitment and Monitoring •CSR Training •Internal & External Communications 4.Case Study & Testimonials 5.Abridged Proposal and FAQ’s (separate documents) ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL NLC Service Line Warranty Program by HomeServe 3 Offering services for over 20 years 4.8 out of 5 stars customer satisfaction Program endorsed since 2010 “The National League of Cities is proud to partner with this highly reputable and reliable program. Their exemplary record of customer service and transparency is what has driven the success of this partnership over the years.” Clarence Anthony, Executive Director National League of Cities HomeServe Key Statistics* •Over 4.8 million customers •Over 8.5 million policies •Over 1,200 municipal and utility partnerships •Job serviced every 34 seconds •Customer savings to date: over $2 Billion * As of January 2023 ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Current California PartnersCity of Fillmore-CA Golden State Water Company City of Port Hueneme-CABear Valley Electric ServicesLA SanitationCity of La Puente-CACity of La Habra-CACity of Chula Vista-CACity of Yuba City-CACity of Oceanside-CACity of Gustine-CACity of Santa Paula-CACity of San Bernardino-CAWoodlands Mutual Water CompanyCity of Imperial Beach-CACrestline Village Water DistrictCity of Duarte-CACity of Laguna Beach-CA Contra Costa Water District IncDiablo Water DistrictGreat Oaks Water Co.Park Water CompanySan Jose Water (SJW) CompanySouthern California (SoCal) GasTown of Yountville-CAWest Bay Sanitary DistrictCity of Claremont-CACity of West Covina-CACity of Rialto-CA City of Sierra Madre-CA City of Vallejo-CA City of Stockton-CACity of Antioch-CACity of Lemon Grove-CACity of San Diego-CA Alameda County Water District IncApple Valley Ranchos Water Co IncCalifornia Water Service CompanyCity of Cathedral City-CACity of Culver City-CACity of Daly City-CA ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 5 City of Fresno Priorities Aging Infrastructure Support Resources for public and private infrastructure repair and upgrades LMI/Community Assistance Solution Funding for programs and initiatives to support low-income and disadvantaged residents NLC SLWP Solutions ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Solution for Residents, Cities and Utility Districts 6 Optional low-cost protection against potentially expensive water, sewer, plumbing repairs Educates residents about their responsibility for exterior lines Residents Cities and Utility Districts Reduces calls to the City Timely repairs reduce water loss from line breaks –use of local contractors infuses money into the local economy Turnkey program –provides marketing, billing, claims, customer service No cost for the City to participate, optional non-tax 10% revenue share per product, per month ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Aging Infrastructure Challenging for Municipalities/MUD’s and homeowners 7 In California, infrastructure upgrades over the next 20 years are estimated at $16.9 billion for drinking water and $6.95 billion for wastewater Lateral lines are subjected to the same elements as public lines •Ground shifting, fluctuating temperatures, tree root penetration, corrosion and more Failed lines waste thousands of gallons of water •Presents a potential environmental hazard Common homeowner misconceptions •Municipality is responsible for maintenance of the water and sewer lines on their property •Repairs are covered by their homeowners policy ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 8 Homeowners are unprepared for emergencies and expect solutions from the city/utility 78% of homeowners believe the utility provider should educate them on repairs and preventative measures. (Ipsos Public Affairs/HomeServe 2019) 56% of Americans can’t cover a $1,000 emergency expense with savings. (Bankrate 2022) 60%of homeowners with annual household incomes under $50,000 a year reported having $500 or less or no money set aside for a home repair emergency. (Harris Poll/HomeServe 2021) ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL We Deliver Peace of Mind 9 WATER LINE COVERAGE SEWER LATERAL COVERAGE Up to $8,500 coverage per incident to repair/replace broken, cracked or clogged exterior lines IN-HOME PLUMBING COVERAGE Up to $3,000 coverage per incident on all interior water, sewer and drain lines inside the home after point of entry Up to $8,500 coverage per incident to repair/replace broken, cracked or clogged exterior lines Toll -free emergency number available 24 hours a day, 365 days a year Locally based, fully licensed and vetted contractors Guaranteed repairs No pre-inspection required Quality control to ensure exceptional customer experience No annual or lifetime limits, deductibles, service fees, forms or paperwork ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Exterior Water Service Line Interior Plumbing and Drainage Exterior Sewer/Septic Line 11 Protection Plan Offering Best-in-class program that increases satisfaction with the Municipality •New incremental revenue for the City of Fresno would exceed $600K over 5 years •Generate the highest participation in the industry •No investment required – HomeServe funds ALL marketing 10 Our Capabilities ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL •Focused on educating homeowners •Homeowner vs. city responsibility •Repair gap in homeowners insurance •How and why leaks/breaks occur •Potentially high cost of making repairs •Challenge of finding a quality contractor in a hurry •Peace of mind for a low price •Building on the trust with brand, localization •Comprehensive presentation of features and benefits •Creating a call to action •Easy response options •Consumer choice for mail, phone or web •Vanity URLs and 800#s enable appropriate customization Program-Funded Direct Mail Communications 12 ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Direct Mail Sample 13 ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Partner Approval Process for Marketing Materials 14 Typically takes 2 weeks for review 2-day turnaround 48 hours for final review and approval HomeServe sends direct mail creatives back to partner for final approval HomeServe updates direct mail creative incorporating partner comments Partner reviews direct mail creatives and provides HomeServe with comments HomeServe sends partner each direct mail creative for approval Partner provides final approval to HomeServe HomeServe uploads direct mail creatives to print vendor for printing Partner approves all program-related material before City of Fresno residents receive it. ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 15 Simple Claims Process Ensures a Positive Customer Experience in a Time of Stress Customer calls HomeServe HomeServe agent collects diagnostic information Contractor contacts customer to arrange appointment Contractor arrives on site Work is completed, HomeServe pays contractor Customer feedback collected to measure satisfaction ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL •Provides the ability to manage all jobs in real time and take action before escalation is required •Monitors weather conditions, temperature and power outages across the country to stay ahead of spikes in job volume 16 Network Operations Center ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL •In-house, U.S.-based call center with 640+ agents •Live repair management agent support 24/7/365 •Call-handling capabilities in 300 languages •Intensive new-hire and ongoing training programs •Comprehensive quality assurance includes monthly review of 3 to 4 calls per agent (1,500-2,000 calls) •Front-line agents achieve one-call resolution on vast majority of customer issues, Customer Advocacy Team ensures timely resolution of rare escalations •Employee bonuses are tied to customer satisfaction scores Operations Center Delivers Exceptional Customer Service ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 18 Local Contractor Selection Process Ensures Only the Highest-Quality Personnel Service our Customers •2,300+ contractors in the North America network •Recruit an average of 60 new contractors each month •Compliance criteria tracked by PlusOne (leading risk management administrator) includes licensing, bonding, insurance, drug screening background checks, references and more Onboard PlusOne Review Contractor Setup Contractor Training Contract Service Agreement W-9 Payment Forms Execute Contract ROM Review Interview with ROM Capacity Evaluation Validate Skillset Rate Review Pre-Qualify Phone Interview Initial Skills Analysis HSUSA Requirements Cultural Fit Prospect Create/Buy Lead Lists Email/Telemarketing Social Media HSUSA Web SiteAssess Needs New Partners Coverage Gaps Bench Strength Update Forecast ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Repair Timeframes –We Resolve Problems Quickly 19 For critical repairs where there is a loss of service: •Claims calls are flagged in our system for immediate scheduling and same-day service •Typically end-to-end job completion in one business day •We have no “parts department” which can slow the completion of a repair or replacement —our contractors are pre-approved to obtain parts and equipment without restrictions •Mobile cost authorization —allows contractor to quickly and efficiently obtain job approval and to rapidly submit invoice for payment ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Contractor Performance Management •Scorecard produced monthly and reviewed with the Regional Operations Manager quarterly •The higher the score, the more jobs the contractor receives •Items scored are: Use of the dispatch mobile application Post -claim satisfaction survey scores Compliance Performance metrics •Ensures continuous communication with our contractors on their performance •Identifies areas where contractors are performing well and those requiring improvement 20 ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Bi-Weekly Performance Report (at the Company Level) •Provides feedback on •How technology is being used •Performance metrics •Customer satisfaction •Each metric is color coded based on adherence to service level targets •Contractor receives their ranking in each category and an overall ranking for the network •Since launching, our survey scores have increased to a 4.78 21 Current Ranking 4 1 Previous Ranking 5 2 Current Ranking 9 2 Previous Ranking 8 1 Current Ranking 27 1 Previous Ranking 7 2 Overall Ranking JOHN'S PLUMBING - Weekly Performance Report 4/1/20191VS 3/25/2019 Technology Utilization Job % Been Accepted Job % Been Scheduled Job % Been On My Way Job % Completed Job % Timely Field Updates Rejection % 98%0% Key Performance Metrics Avg Time to Accept (hours) Avg Time to Schedule (hours) Avg Entry to Appointment (days) Avg Entry to Complete (days)% On Time % Serviced 99%97%99%94% KPI Metrics 0.5 0.8 0.6 0.8 97% Customer Satisfaction DispatchMe Survey (1-5) DispatchMe Dissat % Rant & Rave Survey (1-9) Rant & Rave Dissat % Overall Avg Survey (1-10) Overall Dissat % 9.9 0.0% # Ratings 29 0 7 0 36 0 Score/Dissat %4.9 0%9.0 0% ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Real-Time Contractor Dashboard (at technician level) Provides high level view of jobs received, KPI goals and the performance against each goal 22 ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL On-Boarding ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 24 Your Team Michael Backus serves as Chief Sales Officer, leading all business development efforts in the water and energy utility sectors, and has oversight of the Canadian business, Real Estate, Product Development and Public Relations. He has been with HomeServe since April 2007. Prior to HomeServe, Mike has held management roles in leading call center, account management, and sales teams in a variety of industries for companies such as MBNA, TeleTech, and HSBC. Mike has a Bachelor’s of Arts degree in Economics from Rutgers University. Michael Backus Chief Sales Officer Michael.Backus@homeserveusa.com 203.840.8276 Shirley Epstein is Senior Director, Account Management for HomeServe water utility partners. Shirley serves as the day-to-day management lead of accounts at HomeServe. She has over 12 years of experience working with partners in the rewards program, food retail and consumer packaged goods sectors. Shirley joined HomeServe in March 2016. Her most recent role in own-brand consumer goods includes managing international and domestic clients such as Ahold USA and Sears/KMart. Shirley received a B.S. in Business Management from Boston College. Shirley Epstein Senior Director, Account Management Shirley.Epstein@homeserveusa.com 203.840.8355 Michael Twardowski is Vice President of Account Management for our water utility partners. Michael is responsible for the overall partner relationship. He has over 16 years of account management experience working with partners in the utility, banking, airline and online retail spaces.Michael joined HomeServe in January 2011 following his time at Synapse Group, Inc. (a Time Inc. subsidiary), Webloyalty.com and Converge Direct, where he worked on the DirectTV account.Michael received a B.S. in Business Management from Fairfield University. Michael Twardowski Vice President, Account Management Michael.Twardowski@homeserveusa.com 203.351.4903 John Kalinowski is a Senior Account Manager serving as the day-to- day contact for our water utility partners.John is responsible for the day-to-day management of partner needs, while functioning as their advocate within the organization.John joined HomeServe in 2018 and has over 10 years of experience establishing and growing relationships for affinity marketing partners including Bank of America, HSBC, American Express and PNC Bank.John received a Bachelor of Arts degree in Business Marketing from the University of Connecticut. John Kalinowski Senior Manager, Account Manager John.Kalinowski@homeserveusa.com 203.840.8206 ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Ensuring a Successful Launch 25 Many homeowners are unaware that they are responsible for the water and sewer service lines on their property. So, when an emergency arises, they don't know what to do. Our program will educate City of Fresno homeowners about home maintenance, repair costs and responsibility. The following will explain the processes that go into launching and managing a successful Service Line Warranty program for the City of Fresno and your residents. ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 26 Roles and Responsibilities—Timeline Benchmarks 27 Jul. 2023 Fresno and HomeServe enter into a 5- year Service Agreement 28 Jul. 2023 Kickoff Presentation presented to Fresno city officials 2 Aug. 2023 HS Project Management kicks off both weekly internal and external integration calls Zip plus 4 Service Area file provided to HS 8 Aug. 2023 T&C requested for approved products, Request takes 6 weeks to fulfill. HS commences contractor recruitment. 9 Aug. 2023 HS Provided Fresno with Call Center Training overview 14 Aug. 2023 Field cards created and sent to Fresno for review. Cards made available to contractors in advance of launch 16 Aug. 2023 First Draft of PR materials sent to Fresno, approval needed 2 weeks prior to launch Digital URL approved 22 Aug. 2023 Marketing Materials sent over to Fresno for review, approval needed within two weeks 29 Aug. 2023 Digital proposal for Fresno website sent over for review 16 Sep. 2023 Fresno Call Center training takes place 1-2 weeks prior to mail date 21 Sep. 2023 HS Call Center training begins. 23 Sep. 2023 Mail Code set up in Production Final Agent Guide sheet provided to Fresno 28 Sep 2023 Postcard mailed out to Fresno customers announcing the program. 4 Oct. 2023 First Product mailing sent out to Fresno homeowners. Week 1 Week 2 Weeks 3 -4 Weeks 6-7 Week 8 ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 27 Typical Launch Timeline SLWA’s Service Line Warranty Program with the City of Fresno should take 8 weeks from contract execution to effectively launch. Every step is carefully planned so that the process stays on schedule. •SWLA and the City of Fresno finalize PR plans; training for customer service and related staff begins. •SWLA sends press release and any other PR materials and starts mailing letters to residents. •The City of Fresno begins promoting program launch on social media and any other agreed-to outlets. •SLWA submits external PR toolkits and additional training materials. •SLWA and the City of Fresno coordinate and finalize training schedule for customer service and related staff. •The City of Fresno provides zip-plus-four service area list, as well as logo for marketing materials. •The City of Fresno confirms data/zip codes. •SLWA reviews the City of Fresno marketing materials and banner design/logo. The City of Fresno follows up with any questions. •The City of Fresno provides final approval of letters and banner design/logo details. Weeks 1-4 Weeks 5-6 Weeks 7-8 ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 28 Roles and Responsibilities—Task Delegation Integration requires active involvement from both parties to ensure a successful, on-time launch ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 29 Reaching City of Fresno Homeowners Residents receive up to five mailings per year, including the introductory letter and a reminder To help us generate the letter, we ask the City to: Sewer: From the sewer main to the external wall of the home Water : From the water main to the external wall of the home 2. Confirm homeowner responsibility For example: 1. Send a logo as a high-resolution (300 dpi) art file in .eps, .png, vector or MS Word format ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 30 Homeowner Offer & Enrollment Homeowners are introduced to SLWA's water and sewer service line program after having earlier received a letter in the mail that describes the program, how they'll benefit from coverage and how they can enroll. The Offer Enrollment Once enrolled, homeowners receive: Complete enclosed acceptance form and return it in the provided postage-paid envelope For fastest service, visit www.slwofa.com Calling a dedicated 800 # found on the letter 24/7/365 Online MailPhone A welcome kit detailing terms and conditions. A welcome call from our customer service team to answer questions about terms and conditions, how to make a claim and other products of interest. Homeowners can sign up quickly and easily in three ways: ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 31 Customer Service and Contractor Network Customer satisfaction is at the heart of this program’s success. The highest satisfaction requires the best customer service and a skilled, reliable network of contractors. SLWA & HomeServe continue to deliver both. Our professional and well-trained customer service team is on hand to assist homeowners at every stage of the program. Our contractor recruitment team begins building a contractor network right away to promptly service the claims of City of Fresno’s enrolled residents once the program is under way. We then run background and reference checks and conduct drug testing through a reputable screening service. We verify their trade qualifications, licenses and insurance coverage. We use ZIP code maps to find eligible contractors in the City of Fresno area. If your office has a list of local registered contractors to recommend, please provide it to our contractor recruitment team. •Representatives average 5 years on the job, so they fully understand the terms and conditions, appreciate customer needs and handle claims promptly and efficiently. •Live repair-management support is available 24 hours a day, 7 days a week. ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL •HomeServe will develop Call Center training materials to help introduce City of Fresno call center agents to the program and highlight key program details •Train the Trainer: HS trained Fresno Call Center leader, then these managers/leads train their agents to prepare them for the calls they’ll receive after launch 32 Call Center Training ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL HomeServe will create a program guide for Fresno call center agents to use as a resource for them to quickly and easily access information about the program. 33 Call Center Training ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Claims Handling & Repairs The claims handling and repairs process includes: •Training for claims agents •Contractor deployment •Repairs •Customer satisfaction survey Once launched, the process is streamlined for a quick resolution and a homeowner-friendly result. 34 Upon completion, the contractor processes the claim directly with SLWA. The homeowner is asked to complete a post-repair satisfaction survey. Eligible claim is accepted. Contractor is assigned. The homeowner calls with a claim. The customer service representative verifies homeowner eligibility. ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Pre -Launch Communications Print Ads Our PR team can work with yours to place Print Ads in local publications as available. Social Media Content Calendar Our marketing team can provide a Social Media Content Calendar that will outline a posting cadence for 4-6 weeks leading up to the launch, while also including post launch content as well. City of Fresno Website Copy/Imagery Our marketing team can work with you to determine any specific asset dimension needs or provide addition information to post on your website. 35 One of the most important steps to the program’s success is getting the word out. SLWA offers a comprehensive PR toolkit and plan to inform municipal and local authorities, community leaders and residents. ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Training & Internal Communications Letter to Leaders & FAQ: SLWA will provide a letter that announces the program to key figures, including local government officials, council members and other high-profile community leaders, for your office to distribute at your discretion. An FAQ and a Program Overview are also included for deeper understanding. Press Release SLWA will develop a press release that details the problems residents may face with home water & sewer lines, how the program can help ease these unexpected burdens and any additional information. Once approved by your office, SWLA will distribute it to local news media, the state newswire and post it to websites and social media outlets at your discretion. Employee Newsletter SLWA will create a newsletter or email that your office can send to the City of Fresno employees. It will cover program details and benefits and give staff the background they need to answer questions from friends, neighbors and residents. Employee Preparation SLWA will conduct training calls with the City of Fresno municipal staff prior to the launch to educate and prepare them. 36 ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 37 Case Study Key Milestones 2007 Partnership begins 2014 Reached 125K policies purchased 2009 2022 Saved residents over $65M in repair costs since inception 200,000 Marketable Households 74,214 Customers Covered 137,437 Active Policies 4.84/5 Customer Satisfaction $65M Customer Savings 130,884 Repairs Completed Customer testimonial internal plumbing repair “Superb timing, unbelievable –he was here in a flash. Communicated to me what he was going to do and solved the problem. He was very friendly and professional.” Expanded partnership to include subsidiary territory: Washington Water Plans offered •Water Service Line •Sewer/Septic Line •Interior Plumbing & Drainage (IPD) •Interior Electric •Water Heater •HVAC •Cooling ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 38 Partner Testimonials - California California Water Video Testimonial Michael Luu, VP of Customer Service Our partnership with HomeServe has been highly beneficial to our customers as well as to San Jose Water Company.Their collaborative approach allowed us to quickly and efficiently launch the partnership after the contract was executed. This included developing educational materials that reflect our brand and values and providing training for our customer service staff.HomeServe continues to be great to work with and remains highly attentive to our needs. Their unmatched commitment to customer service and satisfaction has resulted in extremely positive feedback from customers who have received service.Additionally, our customers appreciate that San Jose Water Company is informing them about these protection plans. John Tang VP of Government Relations and Corporate Communication ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL 39 Next Steps for the City of Fresno After service agreement is executed Email the high-resolution logo artwork to SLWA Fill out and return the I-9 form (if applicable) Upload the city service-area zip list to ShareFile Sign up for direct deposit payment Provide a local registered contractor list ©2023 HomeServe USA Corp. PROPRIETARY AND CONFIDENTIAL Proposal and Q&A’s Please see separate documents 40 Thanks for your attention! We are looking forward to working with you! City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-658 Agenda Date:4/27/2023 Agenda #: 5.-A. CLOSED SESSION ITEM SUBJECT CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Government Code Section 54956.9, subdivision (d)(2) Significant Exposure to Litigation: Bakman Water Company v. City of Fresno City of Fresno Printed on 4/20/2023Page 1 of 1 powered by Legistar™ 04-27-2023 REMOVED-NO RETURN DATE City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-674 Agenda Date:4/27/2023 Agenda #: 5.-B. CLOSED SESSION ITEM SUBJECT CONFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6 City Negotiators: TJ Miller Employee Organizations: 1. International Union of Operating Engineers, Stationary Engineers, Local 39 (Local 39); 2. Fresno City Employees Association (FCEA); 3. Fresno Police Officers Association (FPOA Basic), Unit 4; 4. International Association of Firefighters, Local 753, Unit 5 (Fire Basic); 5. Amalgamated Transit Union, Local 1027 (ATU); 6. International Brotherhood of Electrical Workers, Local 100 (IBEW); 7. Fresno Police Officers Association (FPOA Management); 8. International Association of Firefighters, Local 753, Unit 10 (Fire Management); 9. City of Fresno Professional Employees Association (CFPEA); 10. City of Fresno Management Employees Association (CFMEA); 11. Operating Engineers, Local Union No. 3, Fresno Airport Public Safety Supervisors (FAPSS); 12. Operating Engineers, Local Union No. 3, Fresno Airport Public Safety Officers (FAPSO); 13. Unrepresented Employees in Unit 2 (Non-Represented Management and Confidential Classes): Airport Public Safety Manager, Assistant City Attorney, Assistant City Manager, Assistant Controller, Assistant Director, Assistant Director of Personnel Services, Assistant Director of Public Utilities, Assistant Director of Public Works, Assistant Police Chief, Assistant Retirement Administrator, Background Investigator, Budget Analyst, Budget Manager, Chief Assistant City Attorney, Chief Information Officer, Chief Labor Negotiator, Chief of Staff to Councilmember, Chief of Staff to the Mayor, City Attorney (City Negotiator, Council President Maxwell), City Attorney Investigator, City Clerk (City Negotiator, Council President Maxwell), City Engineer, City Manager (City Negotiator, Mayor Dyer), Community Coordinator, Community Outreach Specialist, Controller, Council Assistant, Deputy City Attorney II , Deputy City Attorney III, Deputy City Manager, Director, Director of Aviation, Director of Development, Director of Personnel Services, Director of Public Utilities, Director of Transportation, Economic Development Coordinator, Economic Development Director , Executive Assistant to Department Director, Executive Assistant to the City Attorney, Executive Assistant to the City Manager, Executive Assistant to the Mayor, Fire Chief, Governmental Affairs Manager, Human Resources Manager, Independent Reviewer, Internal Auditor, Investment Officer, Management Analyst II, Payroll Accountant, Payroll Manager, Police Chief, Principal Budget Analyst, Principal Internal Auditor, Principal Labor Relations Analyst, Project Liaison/Program Administrator, Public Affairs Officer, Public Works Director, Retirement Administrator, Retirement Benefits Manager, Retirement Office Manager, Senior Budget Analyst, Senior Deputy City Attorney I, Senior Deputy City Attorney II, Senior Deputy City Attorney III, Senior Human Resources/Risk Analyst, Senior Law Clerk, Supervising Deputy City Attorney City of Fresno Printed on 4/20/2023Page 1 of 1 powered by Legistar™ 04-27-2023 DISCUSSED-NO REPORT OF ACTION City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-677 Agenda Date:4/27/2013 Agenda #: 5.-C. CLOSED SESSION ITEM SUBJECT CONFERENCE WITH LEGAL COUNSEL-ANTICIPATED LITIGATION Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: 1 potential case City of Fresno Printed on 4/20/2023Page 1 of 1 powered by Legistar™ 04-27-2023 DISCUSSED NO REPORT OF ACTION City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-52 Agenda Date:4/27/2023 Agenda #: 5.-D. CLOSED SESSION ITEM SUBJECT PUBLIC EMPLOYEE PERFORMANCE EVALUATION 1. Government Code Section 54957(b): consider the appointment, employment, evaluation of performance, discipline, or dismissal of a public employee. Title: City Clerk 2. Government Code Section 54957.6: conference with labor negotiator. City Negotiator: Council President Tyler Maxwell. Unrepresented Employee: City Clerk City of Fresno Printed on 4/21/2023Page 1 of 1 powered by Legistar™ 04-27-2023 DISCUSSED CONTINUED TO MAY 11, 2023 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-51 Agenda Date:4/27/2023 Agenda #: 5.-E. CLOSED SESSION ITEM SUBJECT PUBLIC EMPLOYEE PERFORMANCE EVALUATION 1. Government Code Section 54957(b): consider the appointment, employment, evaluation of performance, discipline, or dismissal of a public employee. Title: City Attorney 2. Government Code Section 54957.6: conference with labor negotiator. City Negotiator: Council President Tyler Maxwell. Unrepresented Employee: City Attorney City of Fresno Printed on 4/21/2023Page 1 of 1 powered by Legistar™ 04-27-2023 DISCUSSED CONTINUED TO MAY 11, 2023