ALL-B Generic CSA Not to Exceed (05-2022)
-1-
AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT is made and entered into effect on _______________________, by and between the CITY OF FRESNO, a California municipal corporation (City), and LeSar Support Services, S Corporation (Consultant).
RECITALS
WHEREAS, the City desires to obtain professional consulting and strategic services for the Infill Infrastructure Grant - Catalytic Qualifying Infill Areas Funding Opportunity (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as a project planning and grant writing firm, specializing in housing devel opment and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and
WHEREAS, the Consultant acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19; and
WHEREAS, this Agreement will be administered fo r the City by its City Manager (Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and premises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows:
1. Scope of Services. The Consultant shall perform to the satisfaction of the City the services described in Exhibit A, including all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above (Effective Date) and shall continue in full force and effect through 06/30/2023, subject to any earlier termination in accordance with this Agreement. The services of the Consultant as described in Exhibit A are to commence upon the Effective Date and shall be completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed prior to expiration of this Agreem ent and in accordance with any performance schedule set forth in Exhibit A.
3. Compensation.
(a) The Consultant’s sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be a total fee not to exceed $175,000, paid on the basis of the rates set forth in the schedule of fees and expenses contained in Exhibit A.
DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
-2-
(b) Detailed statements shall be rendered monthly for services performed in the preceding month and will be payable in the normal course of City business.
The City shall not be obligated to reimburse any expense for which it has not received a detailed invoice with applicable copies of representative and identifiable receipts or records substantiating such expense. (c) The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to the Consultant’s compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. The Consultant shall not be entitled to any additional compensation if services are performed pri or to a signed written amendment.
4. Termination, Remedies, and Force Majeure.
(a) This Agreement shall terminate without any liability of the City to the Consultant upon the earlier of: (i) the Consultant’s filing for protection under the federal bankru ptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against the Consultant ; (ii) seven calendar days prior written notice with or without cause by the City to the Consultant; (iii) the City’s non-appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. (b) Immediately upon any termination or expiration of th is Agreement, the Consultant shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all unearned payments and all properties and materials in the possession of the Consultant that are owned by the City. Subject to the terms of this Agreement, the Consultant shall be paid compensation for services satisfactorily performed prior to the effective date of termination.
The Consultant shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of the Consultant to satisfactorily perform in accordance with the terms of this Agreement , the City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, the City’s damages caused by such failure. In no event shall any payment by the City pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement which may then exist on the part of the Consultant, nor shall such payment impair or prejudice any remedy available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the Consultant , the City may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
-3-
consequential, economic and incidental damages for the breach of the Agreement. If it is determined that the City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience.
(e) The Consultant shall provide the City with adequate written assurances of future performance, upon Administrator’s request, in the event the Consultant fails to comply with any terms or conditions of this Agreement. (f) The Consultant shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Consultant and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unu sually severe weather, and delays of common carriers. The Consultant shall notify Administrator in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents. (a) Any reports, information, or other data prep ared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization by the Consultant without the prior written approval of the Administrator . During the term of this Agreement, and thereafter, the Consultant shall not, without the prior written consent of the City, disclose to anyone any Confidential Information. The term Confidential Information for the purposes of this Agreement shall include all proprietary and confidential information of the City, including but not limited to business plans, marketing plans, financial information, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City.
(b) Any and all writings and documents prepared or provided by the Consultant pursuant to this Agreement are the property of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement. The Consultant shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein.
(c) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 5. (d) This Section 5 shall survive expiration or termination of this Agreement.
6. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as the Consultant represents to the City that the DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
-4-
Consultant and its subcontractors, if any, a re skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done by it under this Agreement, the City relies upon the skill of the Consultant and any subcontractors to do and perform such services in a skillful manner and the Consultant agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by the City shall not operate as a release of the Consultant or a ny subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law, the Consultant 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), and from any and all claims, demands and acti ons 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 the Consultant, its principals, officers, employees, agents , or volunteers in the performance of this Agreement.
If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall require each subcontractor to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, the Consultant shall pay for and maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, with an ins urance 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 the City’s Risk Manager or designee at any time and in his/her sole discretion.
The required policies of insurance as stated in Exhibit B shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to the 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, the Consultant or any of its subcontractors/sub-consultants 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 the Consultant shall be withheld until notice is received by the City that the required insurance has been restored to full force and effect DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
-5-
and that the premiums therefore have been paid for a period satisfactory to the City. Any failure to maintain the required insurance shall be sufficient cause for the City to terminate this Agreement. No action taken by the City pursuant to this section shall in any way relieve the Consultant of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by the City that an i nsurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by the Consultant shall not be deemed to release or diminish the liability of the Consultant , i ncluding, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify the 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 the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or indirectly by any of them. (d) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall require each subcontractor/sub-consultant to provide insurance protection , as an additional insured, to the 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 the Consultant and the City prior to the commencement of any services by the sub contractor. The Consultant and any subcontractor/sub - consultant shall establish additional insured status for the City, its officers, officials, employees, agents , and volunteers by using Insurance Service Office (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 company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85.
9. Conflict of Interest and Non-Solicitation.
(a) Prior to the City’s execution of this Ag reement, the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C . During the term of this Agreement, the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by the Consultant in such statement.
(b) The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state, and local conflict of interest laws and regulations including, without limitation, DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
-6-
California Government Code Section 1090 et . seq., the California Political Reform Act (California Government Code Section 871 00 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of the City, the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, the Consultant shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, the Consultant shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved.
(d) The Consultant represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit, or procure this Agreement or any rights/benefits hereunder. (e) Neither the Consultant , nor any of the Consultant’s subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project unless fully disclosed to and approved by the City Manager, in advance and in writing . The Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, the Consultant shall remain responsible for complying with Section 9(b), above. (f) If the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith.
(g) This Section 9 shall survive expiration or termination of this Agreement.
10. Recycling Program. In the event the Consultant maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the incorporated limits of the City of Fresno, the Consultant at its sole cost and expense shall:
(a) Immediately establish and maintain a viable and ongoing recycling program, approved by the City’s Solid Waste Management Division, for DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
-7-
each office and facility. Literature describing the City recycling programs is available from the City’s Solid Waste Management Division and by calling City of Fresno Recycling Hotline at (559) 621-1111.
(b) Immediately contact the City’s Solid Waste Management Division at (559) 621-1452 and schedule a free waste audit, and cooperate with such Division in their conduct of the audit for each office and facility. (c) Cooperate with and demonstrate to the satisfaction of the City’s Solid Waste Management Division the establishment of the recycling program in paragraph (i) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Administrator or designee.
(b) Records of the Consultant’s expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the City or its authorized representatives upon request during regular business hours throughout the life of t his Agreement and for a period of three years after final payment or, if longer, for any period required by law. In addition, all books, documents, papers, and records of the Consultant pertaining to the Project shall be available for the purpose of makin g audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retained and made available to the City until such action is resolved, or until the end of said time period whichever shall later occur. If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this paragraph. This Section 11(b) shall survive expiration or termination of this Agreement.
(c) Prior to execution of this Agreement by the City, the Consultant shall have provided evidence to the City that the Consultant is licensed to perform the services called for by this Agreement (or that no license is required). If the Consultant should subcontract all or any portion of the work or services to be performed under this Agreement, the Consultant shall requ ire each subcontractor to provide evidence to the City that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work.
12. Nondiscrimination. To the extent required by controlling federal, state and local law, the Consultant 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 DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
-8-
a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, the Consultant agrees as follows:
(a) The Consultant 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 prog ram or activity made possible by or resulting from this Agreement.
(b) The Consultant will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental dis ability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. The Consultant shall ensure that applicants are employed, and the employees are treated during employment, wit hout regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to the Consultant’s employment practices including, but not be limited to, the following: employment, upgrading, demotion , or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause.
(c) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant 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) The Consultant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of the Consultant’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(e) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
-9-
(a) In the furnishing of the services provided for herein, the Consultant is acting solely as an independent contractor. Neither the Consultant, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner or a ssociate of the City for any purpose. The City shall have no right to control or supervise or direct the manner or method by which the Consultant shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that the Consultant is performing its obligations in accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partn ership or joint venture between the Consultant and the City. The Consultant 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 Consultant shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, the Consultant and its officers, agents , and employees shall have absolutely no right to employment rights and benefits available to the City employees. The Consultant shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits.
In addition, together with its other obligations under this Agreement, the Consultant 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 Consultant’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 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 Consultant may be providing services to others unrelated to the City or to this Agreement.
14. 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.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
-10-
parties' respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives.
16. Assignment.
(a) This Agreement is personal to the Consultant and there shall be no assignment by the Consultant of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by the Consultant, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee.
(b) The Consultant hereby agrees not to assign the payment of any monies due the Consultant from the City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). The City retains the right to pay any and all monies due the Consultant directly to the Consultant.
17. Compliance With Law. In providing the services required under this Agreement, the Consultant shall at all times comply with all applicable laws of the United States, the State of California and the 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 term of this Agreement.
18. 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.
19. 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.
20. Headings. The section headings in this Agreement are for con venience 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.
21. 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.
22. 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 pro vision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning.
DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
-11-
23. 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.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the Exhibit or Attachment. Furthermore, any terms or conditions contained within any Exhibit or Attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement, shall be null and void.
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.
27. No Third Party Beneficiaries. The rights, interests, duties and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties.
28. 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 respec t to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both the City and the Consultant.
29. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1 IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:------------
Georgeane A. White,
City Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:. __________ -=-_
Brandon M. Collet Date
Supervising Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By: ___________ _
Deputy
Addresses:
CITY:
City of Fresno
Attention: Toni Machado, Executive
Assistant
2600 Fresno Street
Fresno, CA 93721
Phone: (559) 621-8000
E-mail: [email protected]
Attachments:
1 . Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
LESAR SUPPORT SERVICES,
S Corporation
·,. l .I� By: �,t,,, J..v. .wi.--
..J
Name: Jennifer LeSar
Title: President and CEO
(If corporation or LLC., Board Chair,
Pre
Title: Vice President of Finance
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable
�
Professional License:
Number:
�
_
Name: :
Date of lssuace: .....;�-+4-+¥1+-----
CONSUL TANT:
LeSar Support Services
Attention: Maureen Richey, Director of
Programs
404 Euclid Avenue, Suite 212
San Diego, CA 92114
Phone: (619) 236-0612
E-mail: [email protected]
3. Exhibit C - Conflict of Interest Disclosure Form
ALL-B Ger , �SA Not to Exceed (05-2022)
-12-
DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1 12/28/2022
ALL-B Generic CSA Not to Exceed (05-2022)
EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City) and LESAR SUPPORT SERVICES (Consultant)
Infill Infrastructure Grant - Catalytic Qualifying Infill Areas Funding Opportunity
[Describe Scope of Service]
DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
SCHEDULE OF FEES AND EXPENSES
[Schedule of Fees and Expenses]
DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1 1 SCOPE OF WORK
For City of Fresno
Adaptive Use/Catalytic Qualifying Infill Program –
Project Planning and Grant Writing
December 8, 2022
Company Overview
This scope of work (SOW) will be led by LeSar Support Services (LSS) and will be overseen by Jennifer LeSar, CEO of LSS, and Maureen Richey, Director of Programs. LSS will sub-contract internally to its affiliate, LeSar Development Consultants (LDC) in order to have subject matter and strategic assistance from Craig Adelman, Helmi Hisserich, and the LDC Housing Team.
Background
Jennifer LeSar and Helmi Hisserich of LeSar Development Consultants worked with Governor Newsom’s housing team, and three regions of California to craft a conceptual funding program to implement LeSar’s Affordable Housing Scaling Strategy, a scalable approach to achieving housing affordability utilizing a five-point strategy to control cost and leverage resources.
The conceptual program was moved forward exclusively by the Governor’s office through negotiations with the state legislature. The Infill Infrastructure Grant Catalytic Qualifying Infill Area funding opportunity (IIGC) provides the Fresno region with the opportunity to apply for funding in 2023; funds must be used by 2027. A total of $105M is available for the 2022-23 fiscal year, $90M of which is dedicated to large jurisdictions (which includes Fresno). HCD estimates the maximum award for large jurisdictions is $45M and the minimum is $15M. The maximum grant amount will be determined by the total number of housing units proposed within the identified Catalytic Qualifying Infill Area (CQIA), the bedroom count of these units, and the density and affordability of the proposed housing.
Grant funds are to be used as gap funding for infrastructure and adaptive reuse improvements necessary for specific residential or mixed-use infill developments. Sites and parcels that make up CQIAs must be previously developed or be largely surrounded by sites developed with Urban Uses, as defined by HCD. Eligible improvements include development of open space, utility service improvements, roads, parking structures, transit linkages, traffic mitigation features, site preparation or demolition, streetscape improvements and construction and rehabilitation expenses relating to repurposing non-residential buildings for residential uses.
Scope of Work
DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1 2 This scope of work is comprised of tasks to enable the City of Fresno and selected partners to complete the Catalytic Qualifying Infill Development preliminary proposal submission and subsequent full application upon invitation from HCD.
Activities will include:
• Ongoing project management throughout the application and submission process, including regular and ad hoc meetings, reports, and communications. • Inventory and ranking of potentially eligible parcels of land. • Land use, zoning, and regulatory analysis to determine readiness of identified priority parcels.
• Financial analysis and budget development for project proposal, including identification of potential gap financing within a full financing plan. • Draft anti-displacement strategy and community engagement strategy in alignment with NOFA requirements.
• Complete and submit project proposal in cooperation with the City of Fresno. • Upon invitation from HCD, complete and submit full application materials.
The LSS/LDC team will work with a coalition of staff from city government, the local housing authority, and philanthropic partners to identify key priority parcels of land with the greatest likelihood of CQID scaling strategy funding and develop comprehensive planning and analysis for inclusion in the submission to HCD. Project planning will include the necessary financial analysis, a review of actions needed to demonstrate shovel readiness, and comprehensive analysis of relevant local land use, planning, and zoning regulations affecting the proposed project. The team will also work with the city to develop appropriate community engagement and anti-displacement strategies aligned with the NOFA requirements.
Timeframe: December 2022—March 2023, with follow-up work as needed
Total Cost:
Phase 1—preparation and submission of concept proposal
• Project kick-off and ongoing project management: $23,000 • Inventory available land and identify potentially eligible and most strategic plots: $35,000
• Preparation and submission of Project Concept Proposal: $60,000 Phase 2—completion of full application upon invitation from HCD • Anti-displacement and community engagement strategy development:
$11,000
• Final draft and submission full application to HCD: $46,000 • Follow-up activities: no charge
Total: $175,000
Contact
Maureen Richey
Director of Programs, LeSar Support Services
[email protected]; 773-505-1715
DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1 3 Team Members
Jennifer LeSar, President and CEO
Jennifer LeSar is the founding CEO of LeSar Development Consultants and LeSar Support Services, as well as the founder of the Global Policy Leadership Academy, three firms working together to grow thriving, healthy and vibrant communities.
Ms. LeSar combines a background of more than three decades in community development, real estate development, and investment banking with a deep working knowledge of eco-system change management and organizational strategy. Her work supports clients in achieving impactful and scalable solutions to today’s most vexing policy challenges including addressing our global housing affordability crisis and ending homelessness in the United States. Ms. LeSar received both her M.B.A. in real estate and finance and an M.A. in Urban Planning from UCLA and she received her B.A. from Bryn Mawr College in political science and economics. She also completed an Executive Program in Social Entrepreneurship at Stanford Graduate School of Business. She is a Fellow at The Billions Institute and has taught on the California housing crisis as a lecturer at Stanford University.
Helmi Hisserich, Senior Principal
Helmi Hisserich is a distinguished leader in affordable housing policy, finance, and development who brings deep commitment to ensuring public sector investments in housing directly address the problems of poverty and discrimination. During a 20-year career at the City of Los Angeles, Helmi held several senior level positions in housing and community development. Helmi served as Assistant General Manager and Director of Housing Strategies at the Los Angeles Housing Department, and under her leadership, the department financed over 8,000 units of affordable housing, made over 500 loans to first time homebuyers, and managed a $1.9 billion loan portfolio. Prior to her work at LAHD, Helmi served as the Deputy Mayor for Housing & Homelessness in the Administration of Los Angeles Mayor Antonio Villaraigosa, Director of Redevelopment in Hollywood and Central region of Los Angeles, and as a Senior Business Development Representative on Mayor Richard Riordan’s Business Team. She graduated from USC with a degree in Comparative Literature and Cornell University with an MBA in finance. In 2012 Helmi attended the Harvard Kennedy School Program for Senior Executives in State and Local government. In 2016, she was awarded a Stanton Fellowship for her thought leadership on affordable housing, which enabled her to begin developing new scalable solutions to the housing affordability crisis.
Craig Adelman, Senior Principal
Over the course of a three-decade career, Mr. Adelman has been passionate about the intersection of community, equity, and capital, focusing on emergent, innovative, and complex real estate transactions, structures, and programs as a means of pushing the boundaries of insufficient systems, resources and strategies toward greater impact and efficiency. He has managed a $90 million multi-disciplinary, multi- partner national initiative for the Low Income Investment Fund, established a development pipeline of more than 700 multifamily units within two years while vice president of AMCAL Multi-Housing, Inc., and served as deputy director of the Mayor’s Office of Housing in San Francisco, among other housing development roles in California. Mr. Adelman holds a degree in Architecture with Business Administration Focus from the University of California, Berkeley
Ma
ureen Richey, Director of Programs, LSS
DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1 4 Maureen Richey has a over a decade of experience working in affordable hosuing, homelessness, public health, community development, and more. As an Associate and later Senior Associate with LeSar Development Consultants, she worked with cities and regional bodies across Los Angeles County on homelessness-related planning and implementation. Other projects of note include disaster recovery housing outreach for the State of California and community investment grants management for a large Medicaid Managed Care Organization. She previously provided technical assistance through the Council of State Governments Justice Center in New York to communities across the country on creating strategies to address criminal justice recidivism among individuals with mental illness and housing instability. Prior to joining the Council of States Governments Justice Center, she was a policy analyst for the Alliance for Children and Families in Washington DC and also a Housing and Community Development Associate at ICF International. Maureen completed two years of AmeriCorps service working at both a shelter for homeless youth and a community action agency in rural southwestern Oregon. She has a bachelor’s degree from the University of Chicago and a Masters of Public Policy from Duke University, as well as an Accelerated Management Development Certificate from the University of Michigan Ross School of Business.
New
Hire, LSS Senior Associate
To be onboarded approx. January 2023. Bio forthcoming.
DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1 5 PROPOSED WORKPLAN Nov Dec Jan Feb Mar Apr May June Estimated Cost Percent
Task 0: Project Kick-Off and Ongoing Project
Management $23,000 13%
0.1 Kick-off meeting
0.2 Ongoing project management
Del iverable #1: Final scope, timeline, and
communication protocol
Task 1: Inventory available land and identify
potentially eligible and most strategic plots. $35,000 20%
1.1 Create inventory of potentially eligible parcels of land
1.2 Develop tool to rank and review parcels by eligibility criteria.
1.3 Identify priority parcels for inclusion in proposal.
1.4 Draft proposed budget/program needs for adaptive
reuse and/or infill
Deliverable #2: Property list and review/assessment
tool.
Del iverable #3: Priority properties identified, and
tentative budget estimates drafted.
Task 2: Preparation of Concept Project Proposal $60,000 34%
2.1 Create list of application components and assign
responsible parties and due dates
2.2 Finalize proposed project budget and identify gap
financing
2.3 Complete analysis of priority sites' needs in order to achieve "shovel readiness" as defined by NOFA
2.4 Prepare draft proposal
Schedule of Fees
DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1 6 2.5 `Finalize and submit project proposal
D eliverable #4: Completed and submitted proposal
Task 3: Anti-displacement and Community
Engagement strategy development $11,000 6%
3.1 Develop anti-displacement strategy for proposed
project(s)
3.2 Develop community engagement strategy that meets
or exceeds standards set in AB 157 and the request
for concept proposals.
D eliverable #5: Drafted anti -displacement strategy
D eliverable #6: Community engagement and
outreach strategy
Task 4: Draft and submit full application $46,000 26%
4.1 Create list of application components and assign
responsible parties and due dates
4.2 Prepare draft application and budget materials
4.3 Develop implementation strategy for community
engagement and anti-displacement strategies
4.4 Finalize and submit complete application to HCD
D eliverable #7: Completed and submitted application
Task 5: Follow-up activities No
charge 0%
5.1 Complete refinement of final proposal materials as
requested by client.
Deliverable #8: Final award letter or final debrief on
why proposal was not successful (no charge)
Total Budget $175,000
DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City) and [LESAR SUPPORT SERVICES (Consultant)
Infill Infrastructure Grant - Catalytic Qualifying Infill Areas Funding Opportunity
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 Sta te of California and Employer’s Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to the Consultant’s profession. Architect’s and engineer’s coverage is to be endorsed to include contractual liability.
MINIMUM LIMITS OF INSURANCE
The Consultant , or any party the Consultant subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to the 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, DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
(iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event the Consultant 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 Consultant shall be res ponsible for payment of any deductibles contained in any insurance policy(ies) required herein and the Consultant 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 offic ers, officials, employees, agents, and volunteers; or
(ii) The Consultant shall provide a financial guarantee, satisfactory to the 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. The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insured s. The Consultant 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 DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
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 avai lable 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, the Consultant ’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 C ity, its officers, officials, employees, agents , and volunteers shall be excess of the Consultant’s insurance and shall not contribute with it . The Consultant 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: The Consultant and its insurer shall waive any right of subrogation against the City, its officers, officials, employees, agents, and volunteers.
If the Professional Liability (Errors and Omissions) 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 the Consultant.
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 the Consultant , the Consultant must purchase “extended reporting” coverage for a minimum of five years completion of the Agreement wor k or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for review.
5. These requirements shall survive expiration or termination of the Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non -renewed, reduced in coverage or in limits except after thirty calendar days’ written notice by certified mail, return receipt requested, has been given to the City. The Consultant is also responsible for providing written notice to the City under DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1
ALL-B Generic CSA Not to Exceed (05-2022)
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, the Consultant 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, the Consultant shall provide a new certificate, and applicable endorsements, eviden cing 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 the Consultant shall not be deemed to release or diminish the liability of the Consultant , 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 the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant , its principals, officers, agents, employees, persons under the supervision of the Consultant, 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, the 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 ass ociated insurance documents for the subcontractor must be reviewed and preapproved by the City Risk Manager or designee. If no Side Agreement is required, the Consultant 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
The Consultant 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 endorseme nts amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of the City, the Consultant 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: 947E9518-3C3D-4783-9B64-62471FA6ECC1
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Infill Infrastructure Grant - Catalytic Qualifying Infill Areas Funding Opportunity
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)
12/28/2022
Jennifer LeSar
LeSar Support Services
404 Euclid Avenue, Suite 212
San Diego, CA 92114
DocuSign Envelope ID: 947E9518-3C3D-4783-9B64-62471FA6ECC1