1 F IRST AMENDMENT TO AGREEMENT
T
HIS FIRST AMENDMENT TO AGREEMENT (Amendment) made and entered into as of ____________, amends the Agreement entered into between the City of Fresno , a municipal corporation (City), and Turning Point of Central California, Inc. , a California non- profit public benefit corporation (Property Manager).
RE CITALS
WHEREAS, the C ity and the Property Manager entered into an Agreement, dated June 24, 2021, for property management and case management services at the Valley Inn located at 933 North Parkway Drive, Fresno, CA 93728, (Agreement); and WHEREAS, t he City and t he Property M anager desire to extend t he term o f t he Agreement to June 24, 2023, for one-year as provided in the Agreement; and WHEREAS, the City and the Property M anager desire to modify the Agreement’s insurance requirements as provided in E xhibit E.
AG REEMENT
NOW, THEREFORE, the parties agree that the Agreement be amended as follows:
1. The term of the Agreement shall be extended to June 24, 2023.
2. Add Exhibit E to the Agreement, as attached hereto.
3. In the event of any conflict between the body of this Amendment and any exhibit or attachment hereto, the terms and conditions of the body of this Amendment shall control and take precedence over the terms and conditions expressed within the e xhibit or attachment. Furthermore, any terms or conditions contained within any e xhibit or attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Amendment, shall be null and void.
4. Except as otherwise provided herein, the Agreement entered into by City and Contractor, dated June 24, 2021, remains in full force and effect. [
Signatures follow on the next page.]
2 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 Date
City Manager
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City Attorney
By:
Brandon M. Collet Date
Senior Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
Deputy
TURNING POINT OF CENTRAL
CALIFORNIA,
A California non-profit public benefit
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)
Addresses:
City:
City of Fresno
Attention: Courtney Espinoza
Address: 2600 Fresno Street
Fresno, CA 93721
Telephone No. 559.621.7774
FAX: 559.457.1541
E-mail: [email protected]
Property Manager: Turning Point of Central
California
Attention: Jody Ketcheside
Address: P.O. Box 1748
Fresno, CA 93717-1748
Phone: 559.285.1163
FAX: 844.587.6413
E-mail: [email protected]
Attachment
Exhibit E
DocuSign Envelope ID: A9F120C5-58CC-49C2-8384-AF5906AB2000 CFO
William Goodall
CEO
Ray Banks
5/26/2022
3 of 7
EXHIBIT E
INSURANCE REQUIREMENTS
Service Agreement between City of Fresno (City)
And Turning Point of Central California (Property Manager)
Name of the Project
MINIMUM SCOPE OF INSURANCE
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). 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 Stat e of California and Employer’s Liability Insurance.
4. Professional Liability including both (Abuse & Molestation) & (Medical Malpractice) Insurances that insures against liability arising out of the bodily injury, personal injury, including mental anguish, a nd third-party property damage occurring because of the wrongful or negligent acts attributable to the institution. The Abuse & Molestation coverage should protect against a wide range of potential claims, including but not limited to athletics, alcohol, assault, verbal and/or physical abuse, campus crime, sexual molestation and other sexual misconducts. The Medical Malpractice coverage should protect against any claims of medical negligence.
MINIMUM LIMITS OF INSURANCE
The Property Manager , or any party the Property Manager 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 DocuSign Envelope ID: A9F120C5-58CC-49C2-8384-AF5906AB2000 4 of 7
insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $2,000,000 per occurrence for bodily injury and property damage; (ii) $2,000,000 per occurrence for personal and advertising injury; (iii) $4,000,000 aggregate for products and completed operations; and, (iv) $4,000,000 general aggregate applying separately to the work performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. Professional Liability (Abuse & Molestation and Medical Malpractice):
(i) $2,000,000 per claim/occurrence; and,
(ii) $4,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event the Property Manager 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
The Property Manager hall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Property Manager 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 the City , its officers, officials, employees, agents and volunteers; or
(ii) The Property Manager shall provide a financial guarantee, satisfactory to City’s Risk Man ager 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.
DocuSign Envelope ID: A9F120C5-58CC-49C2-8384-AF5906AB2000 5 of 7
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be covered as additional insureds. Property Manager 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 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 the 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 thi s Agreement, Property Manager’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 Property Manager ’s insurance and shall not contribute with it. Property Manager 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.
4. 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.
The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: Property Manager and its insurer shall waive any right of subrogation against the City, its officers, officials, employees, agents, and volunteers.
If the Professional Liability (Abuse & M olestation, Medical Malpractice) insurance policy is written on a claims-made form:
1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by Property Manager.
2. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five-year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by Property Manager , Property DocuSign Envelope ID: A9F120C5-58CC-49C2-8384-AF5906AB2000 6 of 7
Manager must purchase “extended reporting” coverage for a minimum of five years completion of the Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to the City for review.
5. These requirements shall survive expiration or termination of the Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non- renewed, reduced in coverage or in limits except after thirty (30) calendar days wr itten notice by certified mail, return receipt requested, has been given to the City. Property Manager 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, Property Manager shall furnish the 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 the City , Property Manager shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen calendar days prior to the expiration date of the expiring policy.
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 Property Manager shall not be deemed to release or diminish the liability of Property Manager, including, without limitation, liability under the indemnity provisions of this Agreement. The policy l imits do not act as a limitation upon the amount of indemnification to be provided by Property Manager. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Property Manager, its principals, officers, agents, employees, persons under the supervision of Property Manager, vendors, suppliers, invitees, consultants, sub- consultants, subcontractors, or anyone employed directly or indirectly by any of them.
SUBCONTRACTORS - If the Consultant subcontracts any or all of the services to be performed under this Agreement, Consultant 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 the City Risk Manager or designee. If no Side Agreement is required, Consultant will be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.
VERIFICATION OF COVERAGE
Property Manager shall furnish the 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 designee prior to the 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 DocuSign Envelope ID: A9F120C5-58CC-49C2-8384-AF5906AB2000 7 of 7
agent or broker. Upon request of the City, the Property Manager 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.
DocuSign Envelope ID: A9F120C5-58CC-49C2-8384-AF5906AB2000