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GRANT AGREEMENT BETWEEN THE CITY OF FRESNO AND MARJAREE MASON
CENTER A NON-PROFIT CORPORATION REGARDING FUNDING FOR
THE MARJAREE MASON CENTER COMMUNITY RESOURCE BUILDING PROJECT
THIS GRANT AGREEMENT (AGREEMENT) is made and entered into effective upon execution by both parties on October 31, 2024 (the Effective Date), by and between the CITY OF FRESNO (the CITY), and the MARJAREE MASON CENTER, a California Non-Profit Corporation (the GRANTEE), to provide funding for the Marjaree Mason Center Community Resource Building Project (PROJECT).
RECITALS
WHEREAS, the Marjaree Mason Center is constructing a community resource building to support, empower, educate, and advocate for persons affected by domestic violence; and
WHEREAS, the Project will expand GRANT EE’s capacity to serve and support survivors of domestic violence, as well as offenders and children affected by these circumstances; and
WHEREAS, the Project is expected to be completed by December 2024; and WHEREAS, the grant funding will support overall Project costs by reimbursing GRANTEE for expenses related to permits and fees, as well as information technology (IT) purchases needed to move to a new and expanded facility; and WHEREAS, the GRANTEE acknowledges that grant funds provided under this AGREEMENT will be derived from the City of Fresno General Fund, and is subject to the requirements of the Fresno Municipal Code; and
WHEREAS, the GRANTEE represents it desires to and is professionally and legally capable of completing the scope of work outlined in this AGREEMENT; and WHEREAS, this AGREEMENT will be administered for the CITY by its City Manager, 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 GRANTEE shall perform to the satisfaction of the CITY the scope of work described in Exhibit A, including all work incidental to, or necessary to perform, such scope even though not specifically described in Exhibit A.
2. Grant Amount. The CITY shall provide the GRANTEE the amount of $75,000 for the PROJECT described in Exhibit A . Of this total, the GRANTEE may request that up 25% of the total grant amount be provided as a one-time upfront payment to enable work to begin. The remaining funding shall be distributed on a reimbursement basis for eligible costs incurred as described in this Agreement.
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(a) Reimbursement for Program Activities.
i. This award may include an upfront payment of up to $18,750 to the GRANTEE to allow work to begin immediately. The GRANTEE may exercise this option by submitting a request for upfront payment in writing to the City Manager. An invoice template will be provided and will require supporting documentation for all eligible expenses.
ii. For the aforementioned PROJECT, the CITY agrees to
reimburse the GRANTEE solely from allocated and available funds. Compensation for satisfactory performance of all services required or rendered pursuant to this AGREEMENT for eligible costs incurred by the GRANTEE in pursuit hereof, shall be reimbursed in an amount not to exceed $75,000, less any upfront payment. iii. Detailed itemized invoice statements shall be submitted to the CITY by GRANTEE quarterly by the 15th of the month for services performed in the preceding quarter and will be payable in the normal course of the CITY's business. An invoice template will be provided and will require supporting documentation for all eligible expenses.
iv. Timesheet or contracted services documentation will be required for all funded staff positions.
v. Payment of grant funds to the GRANTEE shall be contingent on the CITY’S receipt of an undisputed invoice and any reports and substantiation materials required by the CITY.
3. Term of Agreement and Time for Performance.
(a) This AGREEMENT shall be effective for one (1) year from the Effective Date through October 31, 2025, subject to earlier termination in accordance with this AGREEMENT. The services as described in Exhibit A are to commence upon the Effective Date and shall be completed prior to expiration of this AGREEMENT and in accordance with any performance schedule set forth in Exhibit A. (b) The CITY may exercise the option to extend the AGREEMENT for an additional year at the sole discretion of the City Manager or their designee. Any extensions to the term of the AGREEMENT must be made by written amendment to the AGREEMENT signed by an authorized representative for each party.
4. Project Amendments.
(a) The CITY will consider project amendments and budget modifications between line items, including changes to the awarded scope of services to maximize the overall benefits to the community. Any change in the scope of services must be requested in writing and submitted to the City Manager. The written request for an amendment must be signed by an authorized representative of the GRANTEE. (b) The written request shall include:
x An explanation of the proposed scope change
x Reason(s) for the proposed scope change
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x Impact the proposed scope change will have on the original scope
x Impact the proposed scope change will have on the overall cost, budget, timeline and proposed deliverables.
(c) Requests for any amendments shall be reviewed by the City Manager or their designee. The CITY will review all written requests and respond with an approval or denial for amendment within 30 calendar days of receipt. (d) The GRANTEE shall not be entitled to any additional compensation if services are performed prior to an approval notice from the CITY. (e) If the GRANTEE should fail to comply with any provision of the AGREEMENT, the CITY shall be relieved of its obligation for further compensation.
5. Termination, Remedies and Force Majeure.
(a) This AGREEMENT shall terminate without any liability of the CITY or to the GRANTEE upon the earlier of: (i) the GRANTEE filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against the GRANTEE; (ii) seven calendar days prior written notice with or without cause by the CITY to the GRANTEE; (iii) the CITY's non-appropriation of funds sufficient to meet its obligations hereunder during any CITY fiscal year of this AGREEMENT, or insufficient funding for the Project; or (iv) expiration of this AGREEMENT.
(b) If the GRANTEE should fail to comply with any provision of the AGREEMENT, the CITY shall be relieved of its obligation for further compensation.
Immediately upon any termination or expiration of this AGREEMENT, the GRANTEE shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the CITY any and all unearned payments and all properties and materials in the possession of the GRANTEE that are owned by the CITY. Subject to the terms of this AGREEMENT, the GRANTEE shall be paid compensation for services satisfactorily performed prior to the effective date of termination. The GRANTEE shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of the GRANTEE to satisfactorily perform in accordance with th e 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 GRANTEE, nor shall such payment impair or prejudice any remedy available to the CITY with respect to the breach. (d) Upon any breach of this AGREEMENT by the GRANTEE, the CITY may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the AGREEMENT; and/or (iii) recover all reasonable direct, indire ct, consequential, economic, and incidental
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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 GRANTEE shall provide the CITY with adequate written assurances of future performance, upon the Administrator’s request, in the event the GRANTEE fails to comply with any terms or conditions of this AGREEMENT. (f) The GRANTEE shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the GRANTEE and without its fault or negligence such as, acts of God or the public enemy, acts of the CITY in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The GRANTEE shall notify the CITY in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Administrator of the cessation of such occurrence.
(g) Events of Default. When in the opinion of the 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.
i. An illegal or improper use of funds.
ii. A failure to comply with any term, covenant or condition of this AGREEMENT. Report(s) are submitted to the CITY which are incorrect or incomplete in any material respect.
iii. The services required hereu nder are incapabl e of or are improperly being performed by the GRANTEE.
iv. Refusal of the GRANTEE to accept change under Section 18. v. The GRANTEE fails to maintain any required insurance. vi. There is a loss of third-party funding (see Section 5 above). vii. The GRANTEE’s breach of any other material condition, covenant, warranty, promise or representation contained in this AGREEMENT not otherwise identified within this Section.
(h) Upon the occurrence of an Event of Default, t h e CITY shall give written notice to the GRANTEE 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 the 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.
6. Confidential Information and Ownership of Documents. (a) Any reports, information, or other data prepared or assembled by the GRANTEE pursuant to this AGREEMENT shall not be made available to any individual or organization by the GRANTEE without the prior written approval of the CITY. During
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the term of this AGREEMENT, and thereafter, the GRANTEE shall not, without the prior written consent of the CITY, disclose to anyone any Confidential Information. (b) 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, instrume nts, 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.
(c) Any and all writings and documents prepared or provided by the GRANTEE pursuant to this AGREEMENT are the property of the CITY at the time of preparation and shall be turned over to the CITY upon expiration or termination of the AGREEMENT. The GRANTEE shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (d) If the GRANTEE should subcontract all or any portion of the services to be performed under this AGREEMENT, the GRANTEE shall cause each subcontractor to also comply with the requirements of this Section 6. (e) This Section 6 shall survive expiration or termination of this AGREEMENT.
7. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as the GRANTEE represents to the CITY that the GRANTEE and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done by it under this AGREEMENT, the CITY relies upon the skill of the GRANTEE and any subcontractors to do and perform such services in a skillful manner and the GRANTEE agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by the CITY shall not operate as a release of the GRANTEE or any subcontractors from said professional standards.
8. Indemnification. To the furthest extent allowed by law, GRANTEE shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers from any and all loss, liab ility, 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, GRANTEE 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. GRANTEE '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.
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If GRANTEE should subcontract all or any portion of the work to be performed under this Agreement, GRANTEE shall request 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
9. Insurance.
(a) Throughout the life of this Agreement, GRANTEE shall pay for and maintain in full force and effect all insurance as required in Exhibit B 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, GRANTEE 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 GRANTEE shall be withheld until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this section shall in any way relieve GRANTEE of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by GRANTEE shall not be deemed to release or diminish the liability of GRANTEE, including, without limitation, liability under the indemnity provisions of th is Agreement. The duty to indemnify CITY shall apply to all claims and liability regar dless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by GRANTEE. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of GRANTEE, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them.
10. Conflict of Interest and Non-Solicitation.
(a) Prior to the CITY's execution of this AGREEMENT, the GRANTEE shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this AGREEMENT, the GRANTEE shall have the obligation and duty to immediately notify the CITY in writing of any change to the information provided by the GRANTEE in such statement.
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(b) The GRANTEE shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of the CITY, the GRANTEE shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, the GRANTEE and the respective subcontractor(s) are in full compliance with all laws and regulations. The GRANTEE shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, the GRANTEE shall immediately notify the CITY of these facts in writing.
(c) In performing the work or services to be provided hereunder, the GRANTEE shall not employ or retain the services of any person while such person either is employed by the CITY or is a member of any the 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 GRANTEE represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this AGREEMENT or any rights/benefits hereunder, except for any contract Grantee may have with a consultant who assists with fundraising or government affairs. (e) Neither the GRANTEE, nor any of the GRANTEE’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 GRANTEE and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this PROJECT unless such interest is in accordance with all applicable laws 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 GRANTEE shall remain responsible for complying with Section 10(b), above.
(f) If the GRANTEE should subcontract all or any portion of the work to be performed or services to be provided under this AGREEMENT, the GRANTEE shall include the provisions of this Section 10 in each subcontract and require its subcontractors to comply therewith.
This Section 10 shall survive expiration or termination of this AGREEMENT.
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 City Manager or designee.
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(b) Any portion of the program funded with public funds shall not require participants to take part in any activity or exercise intended to advance or promote religion, in compliance with the Article I, Section 1 of the California Constitution.
12. Financial Reporting, Auditing and Document Retention. (a) The GRANTEE agrees to permit the CITY staff to conduct one performance review during the term of this AGREEMENT. The CITY has the right to conduct additional performance reviews both during the term of this AGREEMENT and after the AGREEMENT’s term should the CITY believe these reviews are necessary. (b) Records of the GRANTEE expenses pertaining to the PROJECT shall be kept on a generally recognized accounting basis and shall be available to the CITY or its authorized representatives upon request during regular business hours throughout the life of this AGREEMENT and for a period of three years after final payment or, if longer, for any period required by law. Records related to the GRANTEE’s performance metrics shall be made available and retained for the same time periods as the PROJECT’s expense data. If the GRANTEE fails to provide the CITY staff access or documentation necessary to conduct a CITY-requested performance review, The CITY may terminate this AGREEMENT in accordance with Section 5. (c) In addition, all books, documents, papers, and records of the GRANTEE pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit, or other action is commenced before the expiration of said time period, all records shall be retained and made available to the CITY until such action is resolved, or until the end of said time period, whichever shall later occur. If the GRANTEE should subcontract all or any portion of the services to be performed under this AGREEMENT, the GRANTEE shall cause each su bcontractor to also comply with the requirements of this paragraph. This Section 12(c) shall survive expiration or termination of this AGREEMENT.
(d) Prior to execution of this AGREEMENT by the CITY, the GRANTEE shall have provided evidence to the CITY that GRANTEE is licensed to perform the services called for by this AGREEMENT (or that no license is required). If the GRANTEE should subcontract all or any portion of the work or services to be performed under this AGREEMENT, the GRANTEE shall require each subcontractor to provide evidence to the CITY that subcontractor is licensed to perform the services called for by this AGREEMENT (or that no license is required) before beginning work. (e) Prior to execution of this AGREEMENT by the CITY, the GRANTEE must disclose Program Funding Award & Pending Applications whether it has (or is proposed as a sub-recipient under) any pending applications for funded grants or cooperative agreements that (1) include requests for funding to support the same scope being proposed in this AGREEMENT, and (2) would cover any identical cost items outlined in the budget submitted to City of Fresno as part of the application under this AGREEMENT. The contractor is to disclose applications made directly to awarding agencies, and also applications for subawards funds (e.g., applications to Private Foundations, State agencies that will subaward (subgrant) federal funds).
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(f) The GRANTEE shall calculate, document and record the organization’s program income, if applicable. Federal Uniform guidance outlines the requirements that pertain to program income at 2 CFR 200.307. Recipients may add program income to their Federal award. The program income must be used for the purposes and under the conditions of the Federal award.
13. Nondiscrimination.
(a) To the extent required by controlling federal, state, and local law, the GRANTEE shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. Subject to the foregoing and during the performance of this AGREEMENT, the GRANTEE agrees as follows:
(b) The GRANTEE will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disabi lity, mental disability, medi cal 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.
(c) The GRANTEE will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disa bility, medical condition, marita l status, sex, age, sexual orientation, ethnicity, status as a disabled ve teran, or veteran of the Vietnam era. The GRANTEE shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era.
Such requirement shall apply to the GRANTEE’s employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The GRANTEE agrees to post in conspicuous places, available to employee s and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (d) The GRANTEE will, in all solicitations or advertisements for employees placed by or on behalf of the GRANTEE in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era.
(e) The GRANTEE will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of the
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GRANTEE’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (f) If the GRANTEE should subcontract all or any portion of the services to be performed under this AGREEMENT, the GRANTEE shall cause each subcontractor to also comply with the requirements of this Section 13.
14. Independent Contractor.
(a) In the furnishing of the services provided for herein, the GRANTEE is acting solely as an independent contractor. Neither the GRANTEE, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of the CITY for any purpose. The CITY shall have no right to control or supervise or direct the manner or method by which the GRANTEE shall perform its work and functions. However, the CITY shall retain the right to administer this AGREEMENT so as to verify that the GRANTEE is performing its obligations in accordance with the terms and conditions thereof.
(b) This AGREEMENT does not evidence a partnership or joint venture between the GRANTEE and the CITY. The 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 GRANTEE shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, the GRANTEE and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to the CITY employees. The GRANTEE shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare, and retirement benefits. In addition, together with its other obligations under this AGREEMENT, the 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 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 GRANTEE may be providing services to others unrelated to the CITY or to this AGREEMENT.
15. 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
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at the time of the mailing thereof. Notices may also be delivered via email with written confirmation of receipt.
16. 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.
17. Assignment.
(a) This AGREEMENT is personal to the GRANTEE and there shall be no assignment by the GRANTEE of its rights or obligations under this AGREEMENT without the prior written approval of the City Manager or designee. Any attempted assignment by the GRANTEE, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee.
(b) The GRANTEE hereby agrees not to assign the payment of any monies due to the GRANTEE from the CITY under the terms of this AGREEMENT to any other individual(s), corporation(s), or entity(ies). The CITY retains the right to pay any and all monies due the GRANTEE directly to the GRANTEE.
18. Compliance With Law . In providing the services required under this AGREEMENT, the GRANTEE shall at all times comply with all applicable laws of the United States, including but not limited to, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), the State of California and the CITY, and all other applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this AGREEMENT.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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
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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.
24. 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.
25. Exhibits. Each exhibit and attachment referenced in this AGREEMENT is, by the reference, incorporated into and made a part of this AGREEMENT.
26. 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.
27. 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.
28. 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.
29. Extent of Agreement. Each party acknowledges that they have read and fully understand the contents of this AGREEMENT. This AGREEMENT represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This AGREEMENT may be modified only by written instrument duly authorized and executed by both the CITY and the GRANTEE.
30. The City Manager, or designee, is hereby authorized and directed to execute and implement this AGREEMENT.
[SIGNATURES FOLLOW ON NEXT PAGE]
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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:
ANDREW JANZ
City Attorney
By: _________________________
Tracy N. Parvanian Date
Assistant City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By: _________________________
Deputy Date
MARJAREE MASON CENTER,
a California nonprofit corporation
By:
Name: Nicole Linder
Title: CEO
(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
City Manager’s Office
Attention: Alex Lee
2600 Fresno Street
Fresno, CA 93721
Phone: (559) 621-7771
FAX: (559) 621-7776
Email: [email protected]
MARJAREE MASON CENTER
Attention: Nicole Linder, CEO
Address: 1600 M Street
Fresno, CA 93721
Phone: (559) 487-1319
Email: [email protected]
Attachments:
1. Exhibit A – Scope of Work, Schedule, Budget and Deliverables
2. Exhibit B – Insurance Requirements
3. Exhibit C – Conflict of Interest Disclosure Form
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EXHIBIT A
SECTION I - SCOPE OF WORK, SCHEDULE, BUDGET & DELIVERABLES Executive Summary
The Marjaree Mason Center (MMC) is nearing completion on their new Community Resource Building, projected to be complete and move in ready by December 2024. With the support of MMC’s Board of Directors, the remodel project will be able to support, empower, educate, and advocate for many more survivors, offenders and children – each uniquely affected by domestic violence.
Services Description
As the project approaches completion, there continues to remain financial need in order to complete. The $75,000 budget item, supported by Councilman Maxwell’s office, is intended to support the overall project costs by reimbursing MMC for expenses related to permits and fees, as well as IT purchases needed to move to a new and expanded facility.
In addition to paying for about $35,000 in reimbursements for permits and fees, Marjaree Mason Center will purchase at least 40 Dell micro tower computers and dual monitors for employees to use at the Community Service Building. All computers will be at least Windows 11 Professional, i5 processor, 32 GB Ram and 512 SSD Hard Drive.
Goals and Objectives
The primary goal of the Marjaree Mason Center's new Community Resource Building is to expand the agency’s capacity to serve and support adult and child survivors of domestic violence by providing early intervention and ongoing services, as well as increase prevention efforts by growing trainings to the community.
Program/Project Milestones and Timeline
2018: MMC received a facility planning grant from the Living Legacy Foundation
2021: MMC entered into a Purchase Sale Agreement for the property at 255 W Bullard Avenue in Fresno.
Dec 2022: MMC closed escrow on the property at 255 W Bullard Avenue in Fresno and began design and prep work, including raising and acquiring funding.
Jan 2024: Groundbreaking
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Dec 2024: Anticipated completion
Jan 2025: Anticipated move-in and operational
SECTION II – PAYMENT REQUESTS AND PROGRESS REPORTING
1 . Grantee shall submit invoices quarterly along with progress reports. An invoice and quarterly progress reporting template will be provided to the Grantee by the City.
2 . All invoices shall include a written update describing the progress made toward each deliverable during the period, as well as the total amount of funding requested by task.
3 . Up to $18,750 may be requested upfront to enable Grantee to begin work. 4 . Invoices shall be submitted to the City Manager by the deadlines outlined in the payment and reporting schedule.
5 . Invoices shall include supporting documentation such as receipts, estimates, agreements, quotes, contracts, design plans, timesheets and other materials as requested.
6 . The amount of grant funding paid to the Grantee for costs of hardscape work necessary to meet ADA requirements including, but not limited to replacing sidewalks, paving the ADA stalls to be installed and the associated planning and development fees shall only be issued upon receipt of ready-to-pay invoices and satisfactory evidence of progress towards plan completion, as per the predetermined timeline. The invoices must accurately reflect the agreed terms and be submitted in a timely manner. The City shall not release payment for grant funds unless there is evidence of demonstrated process towards the construction plans unless written approval from the City Manager is received.
SECTION III – PAYMENT SCHEDULE
Period Costs Incurred Invoice Due Dates
Upfront payment
October 15, 2024
January – December 2024 February 15, 2025
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EXHIBIT B
INSURANCE REQUIREMENTS
(a) Throughout the life of this Agreement, GRANTEE shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or 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, GRANTEE 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 GRANTEE shall be withheld until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this section shall in any way relieve GRANTEE of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by GRANTEE shall not be deemed to release or diminish the liability of GRANTEE, includi ng, 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 GRANTEE. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the lia bility of GRANTEE, vendors, suppliers, invitees, contractors, sub-consultants, 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 Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”
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2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
4. Professional Liability (Errors and Omi ssions) insurance appropr iate to GRANTEE’S profession.
MINIMUM LIMITS OF INSURANCE
GRANTEE 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
$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.
4. CONTRACTOR’S 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
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insurance policy shall be endorsed to include Transportation Pollution Liability insurance covering materials to be transported by GRANTEE pursuant to the Agreement.
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 GRANTEE purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
GRANTEE shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and GRANTEE shall also be responsible for payment of any self-insured retentions. Any self-insured retentions must be declared on the Certificate of Insurance, and approved by, the CITY’S Risk Manager or 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) GRANTEE 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. GRANTEE is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, GRANTEE shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, GRANTEE shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy.
(ii) In the event this Contract involves any lead-based environmental hazard (e.g., lead based paint), the Contractors Polluti on Liability insurance policy shall be endorsed to include coverage for lead based environmental hazards. In the event
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this Contract involves any asbestos environmental hazard (e.g., asbestos remediation), the Contractors Pollution Liability insurance policy shall be endorsed to include coverage for asbestos environmental hazards. In the event this Contract involves any mold environmental hazard (e.g., mold remediation), the Contractors Pollution Liability insurance policy shall be endorsed to include coverage for mold environmental hazards and “microbial matter including mold” within the definition of “Pollution” under the policy.
(iii) The Commercial General, Pollution and Automobile Liability insurance policies shall be written on an occurrence form.
(iv) 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. GRANTEE shall establish additional insured status for the City and for all ongoing and completed operations under both Commercial General and Pollution Liabilit y 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. (v) The Commercial General , Pollution and Automobile Liability insurance shall contain, or be endorsed to contain, that the GRANTEES’ 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 GRANTEE 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 GRANTEE.
(vi) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the av ailable limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.
(vii) For any claims related to this Agreement, GRANTEE’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, empl oyees and volunteers shall be excess of the GRANTEE’S insurance and shall not contribute with it. (viii) 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.
(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.
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PROVIDING OF DOCUMENTS
GRANTEE shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received 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, GRANTEE shall immediately furnish CITY with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of GRANTEE shall also be required to provide all documents noted herein.
CLAIMS-MADE POLICIES
If the Professional Liability policy 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 GRANTEE.
(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, GRANTEE 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 GRANTEE subcontracts any or all of the services to be performed under this Agreement, GRANTEE 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, GRANTEE will be sole ly responsible for ensuring that its subcontractors maintain insurance coverage meeting the requirements herein.
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
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)