GRANT AGREEMENT BETWEEN
THE CITY OF FRESNO AND THE SENIOR CITIZENS VILLAGE REGARDING
FUNDING UNDER THE AMERICAN RESCUE PLAN ACT FOR GAS AND ENERGY
REDUCTION IMPROVEMENTS
THIS GRANT AGREEMENT (AGREEMENT) is made and entered into effective upon execution by both parties (the Effe ctive Date), by and between the CITY OF FRESNO (the CITY), and THE SENIOR CITIZENS VILLAGE (GRANTEE), to provide funding for energy efficient lighting and hot water heaters.
RECITALS
WHEREAS, there is an increased need for energy savings; and WHEREAS, the City desires to provide funds to assist GRANTEE in providing improved community lighting that is energy efficient and new water heaters for residents; and
WHEREAS, GRANTEE represents it desires to and is professionally and legally capable of immediately providing these services for City of Fresno residents; and WHEREAS, GRANTEE acknowledges that grant funds being provided under this Agreement will be derived from the City’s allocation under the American Rescue Plan Act (Pub.L. 117-2) (hereinafter “ARPA”), and is subject to any constraints set forth therein including but not limited to, the Coronavirus State and Local Fiscal Recovery Funds (CSLFRF) Final Rule (31 CFR Part 35); and
WHEREAS, this Agreement will be administe red for the City by its City Manager or its designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and premises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows:
1. Scope of Services. GRANTEE shall per form to the satisfaction of the CITY the services described in Exhibit A , including all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A.
2. Grant Amount. The City shall provide GRANTEE the amount of $376,500 for the services described in Exhibit A. One-half of the grant amount shall be distributed once the contract is fully executed, with the other half being distributed after successful completion of a performance review.
3. Term of Agreement and Time for Performance. This Agreement shall be effective from the Effective Date through December 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.
4. Amendment to Increase or Decrease Scope of Services: The parties may modify this Agreement to increase or decreas e the scope of services or provide for the rendition of services not required by this Ag reement, which modification may include an adjustment to GRANTEE’s compensation. Any change in the scope of services must be
made by written amendment to the Agreemen t signed by an authorized representative for each party. GRANTEE shall not be entitled to any additional compensation if services are performed prior to a signed written amendment.
5. Termination, Remedies and Force Majeure.
(a) This Agreement shall terminate with out any liability of the City or to GRANTEE upon the earlier of: (i) GRANTEE filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against GRANTEE; (ii) seven calendar days prior written notice with or without cause by the City to GRANTEE; (iii) the City's non-appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. (b) Immediately upon any termination or expiration of this Agreement, GRANTEE shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all unearned payments and all properties and materials in the possession of GRANTEE that are owned by the City. Subject to the terms of this Agreement, GRANTEE shall be paid compensation for services satisfactorily pe rformed prior to the effective date of termination. GRANTEE shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of GRANTEE to satisfactorily perform in accordance with the terms of this Agreement, the City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, the City's damages caused by such failure. In no event shall any payment by the City pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement which may then exist on the part of the GRANTEE, no r shall such payment impair or prejudice any remedy available to the City with respect to the breach. (d) Upon any breach of this Agreement by the GRANTEE, the City may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, consequential , economic, and incidental damages for the breach of the Agreement. If it is determin ed that the City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. (e) GRANTEE shall provide the City with adequate written assurances of future performance, upon the Administrator ’s request, in the event GRANTEE fails to comply with any terms or conditions of this Agreement.
(f) GRANTEE shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of GRANTEE and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. GRANTEE shall notify the City in writing as soon as it is reasonably possible afte r 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.
6. Confidential Information and Ownership of Documents. (a) Any reports, information, or other data prepared or assembled by GRANTEE pursuant to this Agreement shall not be made available to any individual or organization by GRANTEE without the prior written approval of the City. During the term of this Agreement, and thereafter, GRANTEE shall not, without the prior written consent of the City, disclose to anyone any Confident ial Information. The term "Confidential Information" for the purposes of this Ag reement shall include all proprietary and confidential information of the City, including but not limited to business plans, marketing plans, financial information, materials, comp ilations, documents, instruments, models, source or object codes, and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Con fidential Information shall be and remain confidential and proprietary in the City.
(b) Any and all writings and documents prepared or provided by GRANTEE pursuant to this Agreement, including without limitation grant applications and supporting documents, 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. Copies of grant applications and supporting documents shall be promptly provided to City during the term of this Agreement. GRANTEE shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (c) If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, GRANTEE shall cause each subcontractor to also comply with the requirements of this Section 6.
(d) 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 GRANTEE represents to the City that GRANTEE and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said pr ofession necessary to perform the services agreed to be done by it under this Agreemen t, 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 th e services and require the same of any subcontractors. Therefore, any acceptance of such services by the City shall not operate as a release of GRANTEE or any subcontractors from said professional standards.
8. Indemnification. To the furthest extent allowed by law, GRANTEE shall indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by the City, GRANTEE or any other person, and from any and all cl aims, demands and actions in law or equity (including reasonable attorney's fees, litiga tion expenses and cost to enforce this Agreement), arising or alleged to have arisen directly or indirectly out of performance of this Agreement. GRANTEE 'S obligation s under the preceding sentence shall apply regardless of whether the 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 the City or any of its officers, officials, employees, agents or volunteers.
If GRANTEE should subcontract all or an y portion of the work to be performed under this Agreement, GRANTEE shall requir e each subcontractor to indemnify, hold harmless and defend the City and each of it s officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph.
Notwithstanding the aforementioned, GRANTEE recognizes that the source of funds for the grant to be provided hereunder is the City’s allocation from the ARPA To this end GRANTEE shall, withou t limitation, indemnify the City, and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages incu rred by the City from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly from the negligent or intentional acts or omissions, or willful misconduct of GRANTEE or any of its officers, officials, employees, agents, or volunteers in the performance of this Agreement and compliance with ARPA.
This section shall survive termination or expiration of this Agreement.
9. Insurance. GRANTEE shall comply wi th all of the insurance requirements in Exhibit B to this Agreement.
10. Conflict of Interest and Non-Solicitation.
(a) Prior to the City's execution of this Agreement, GRANTEE shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, GRANTEE shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by GRANTEE in such statement.
(b) GRANTEE shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (Calif ornia Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulat ions Section 18700 et. seq.). At any time, upon written request of the City, GRAN TEE shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE and the respective subcontractor(s) are in full compliance with all laws and regulations.
GRANTEE shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, GRANTEE shall immediately notify the City of these facts in writing.
(c) In performing the work or services to be provided hereunder, GRANTEE shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requ irement may be waived in writing by the City Manager, if no actual or potential conflict is involved.
(d) GRANTEE represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder.
(e) Neither GRANTEE, nor any of GRANTEE subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project unless fully disclosed to and approved by the City Manager, in advance and in writing.
GRANTEE and any of its subcontractors shall ha ve 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 full y disclosed to and a pproved by the City Manager, in advance and in writing. Notwithsta nding any approval given by the City Manager under this provision, GRANTEE shal l remain responsible for complying with Section 10(b), above.
(f) If GRANTEE should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, GRANTEE shall include the provisions of this Section 10 in each subcontract and require its subcontractors to comply therewith.
(g) This Section 10 shall survive expiration or termination of this Agreement.
11. ARPA Compliance and Certification . GRANTEE shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements:
GRANTEE shall provide the City with quarterly expenditure and performance reports, as defined in the Final Rule and Treasury Department’s SLFRF Compliance and Reporting Guidance (CRG). GRANTEE shall also provide an annual report as required under the CRG. These reports shall be in a form specified under the CRG and shall be accompanied by invoices and receipts that s ubstantiate the figures on the expenditure report. Additionally, a certification sign ed by the Chief Executive or designee of GRANTEE certifying that the uses of the grant funds are consistent with those allowed under ARPA, shall be included with the expenditure report and substantiating documentation. As required by the 2 CFR Part 170, Appendix A award term regarding reporting subaward and executive compensation, recipients must also report the names and total compensation of their five most highly compensated executives and their subrecipients’ executives for the preceding completed fiscal year if (1) the recipient received 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards), and received $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act (and subawards), and (2) if the information is not otherwise public. If the GRANTEE is already disclosing this information as part of ano ther agreement involving Federal monies, GRANTEE shall provide documentation to the City that it is fulfil ling this requirement.
GRANTEE’s failure to provide a Certification or provide either the quarterly or annual expenditure/performance reports may be cons idered a default of this Agreement under Section 5 of this Agreement. If GRANTEE is found to have provided services to ineligible individual, households, or entities or made an ineligible expenditure, the City shall have
the right to reclaim a dollar amount from the GRANTEE that is equal to the amount determined to be ineligible.
12. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the City Manager or designee. (b) The City is required under 2 CFR 200.332 to manage and monitor subrecipient compliance with ARPA guidance. Accordingly, GRANTEE agrees to permit City staff to conduct one performance review during the term of this agreement. City has the right to conduct additional performanc e reviews both during the term of this Agreement and after the agreement’s term should the City believe these reviews are necessary. Records of GRANTEE expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the City or its authorized representatives upon request during regular bu siness 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 GRANTEE’s performance metrics shall be made available and retained for the same time periods as the Project’s expense data.
GRANTEE shall furthermore comply with all funding requirements as set forth in ARPA.
If GRANTEE fails to provide City staff acce ss or documentation necessary to conduct a City-requested performance review, City ma y terminate this Agreement in accordance with Section 5.
In addition, all books, documents, papers, and records of GRANTEE pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same pe riod of time. If any litigation, claim, negotiations, audit, or other action is comm enced 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 per iod whichever shall later occur. If GRANTEE should subcontract all or any portion of t he services to be performed under this Agreement, GRANTEE shall cause each subc ontractor to also comply with the requirements of this paragraph. This Section 12(b) shall survive expiration or termination of this Agreement.
(c) Prior to execution of this Agreement by the City, GRANTEE shall have provided evidence to the City that GR ANTEE is licensed to perform the services called for by this Agreement (or that no license is required). If GRANTEE should subcontract all or any portion of the work or services to be performed under this Agreement, GRANTEE shall require each subcon tractor 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.
(d) Prior to execution of this Agreement by the City, GRANTEE will permit City staff to conduct a subrecipient risk assessment, as required under the Uniform Guidance (2 CFR 200.332(b)). Failure to allow City staff to conduct this subrecipient risk assessment may result in the City terminating this Agreement in accordance with Section
5. Additionally, the GRANTEE’s failure to be certified by City staff at the end of the risk assessment as having adequate internal controls to manage the funding provided in this agreement may result in the City terminating this Agreement in accordance with Section
5.
13. Nondiscrimination. To the extent required by controlling federal, state, and local law, GRANTEE shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disabi lity, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. Subject to th e foregoing and during the performance of this Agreement, GRANTEE agrees as follows:
(a) GRANTEE will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental di sability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement.
(b) GRANTEE will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. GRANTEE shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed , color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. Such requirement shall apply to GRANTEE ’s employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. GRANTEE agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause.
(c) GRANTEE will, in all solicitation s or advertisements for employees placed by or on behalf of GRANTEE in pursuit hereof, state that all qualified applicants will receive consideration for employment wit hout regard to race, religious creed, color, national origin, ancestry, physical disability, me ntal disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era.
(d) GRANTEE will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of the GRANTEE ’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(e) If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, GRANTEE shall cause each subcontractor to also comply with the requirements of this Section 13.
14. Independent Contractor.
(a) In the furnishing of the services provided for herein, GRANTEE is acting solely as an independent contractor. Neither GRANTEE, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer,
partner, or associate of the City for any purpos e. The City shall have no right to control or supervise or direct the manner or meth od by which GRANTEE shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that GRANTEE is performing its obl igations in accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between GRANTEE and the City. GRANTEE shall have no authority to bind the City absent the City's express written consent. Except to the extent otherwise provided in this Agreement, GRANTEE shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, GRANTEE and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. GRANTEE shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare, and retirement benefits. In addition, together with its other obligations under this Agreement, GRANTEE shall be solely responsible , indemnify, defend and save the City harmless from all matters relating to emp loyment and tax withholding for and payment of GRANTEE’s employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers ’ compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in the City ’s employment benefits, entitlements, programs and/or funds offered employees of the City whether arising by reason of any common law, de facto, leased, or co-employee rights or other theory. It is acknowledged that during the term of this Agreement, GRANTEE may be providing services to others unrelated to the City or to this Agreement.
15. Notices. Any notice required or inte nded 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 facsimi le 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 s hall be deemed sufficiently served or given at the time of the mailing thereof.
16. Binding. Once this Agreement is signe d 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 GRANTEE and there shall be no assignment by GRANTEE of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by GRANTEE, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee.
(b) GRANTEE hereby agrees not to assign the payment of any monies due GRANTEE from the City under the terms of this Agreement to any other individual(s),
corporation(s), or entity(ies). The City retains the right to pay any and all monies due the GRANTEE directly to the GRANTEE.
18. Compliance With Law. In provid ing the services required under this Agreement, GRANTEE shall at all times comply with all applicable laws of the United States, including but not limited to, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), the State of California and the City, and all other applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, i ssued, or amended during the term of this Agreement. In addition, GRANTOR elects to receive funds from the Secretary under ARPA and will use the funds in a manner consistent with such section.
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 prov ision in this Agreement shall not affect the other provisions.
23. Interpretation. The parties acknowledg e that this Agreement in its final form is the result of the combined efforts of the pa rties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning.
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 attach ment 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 here to 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 righ ts, 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 Agreemen t. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, represent ations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both the City and GRANTEE.
[SIGNATURES FOLLOW ON NEXT PAGE]
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, City of Fresno
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Angela M. Karst Date
Senior Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
Deputy
The Senior Citizens Village,
a California nonprofit corporation
By:
Name:
Title:
(If corporation or LLC. , Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO,
Treasurer, Secretary or Assistant
Secretary)
Addresses:
CITY:
City of Fresno
Attention: Courtney Espinoza
Business Manager
2600 Fresno Street
Fresno, CA 93721
Phone: (559) 621-7008
FAX: (559) 457-1541
The Senior Citizens Village
Attention: Guillermo Moreno
Fresno, CA
93702
Phone: (559) 251-8656
Attachments:
1. Exhibit A - Scope of Work, Budget and Metrics
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
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EXHIBIT A
Scope of Work, Budget and Metrics
Executive Summary
The Senior Citizens Village is the gem of southeast Fresno and has provided low-income senior citizens in the Central Valley with affordable housing. Built in the late 1950s and early 1960’s, the Senior Citizens Village was responsible for its own utility infrastructure and roads, which continues to this day. The Se nior Citizens Village is unlike any other large scale apartment complex in the Central Valley as all 552 apartments are “master metered,” meaning that only one uti lity meter exists for gas and electricity for all 552 apartments. During the pandemic, and after, the cost of utilities has increased substantially. Seniors today are more likely to remain home most of the day and utilize a higher amount of utilities.
Beyond the increased costs of utilities, the S enior Citizens Village has over 82 buildings to maintain. Yearly improvements continue to be made throughout the Senior Citizens Village, but the buildings are not energy effic ient leading to an increased cost of utility.
Beyond the cost of utilities, the Village desir es to improve the quality of life for our residents and reduce energy consumption.
The Senior Citizens Village has identifi ed various possible facility improvement opportunities which will contribute to greater energy efficiency, which will lead to improved comfort for our vulnerable residents.
Services Description
The Senior Citizens Village desires to invest in each building leading to energy efficiency, which will provide reduced energy consumption as described below:
1. Replace (51) out of 83 existing natura l gas water heaters with high efficiency tankless gas on-demand water heaters. As An inventory of all (81) existing water heaters serving the dwelling units is to be taken from which replacement of water heaters beginning with those that have the oldest vintage, will be prioritized. The proposed tankless water heaters shall be sized as appropriate to maintain current levels of service. The scope of work is fo r replacement of the water heaters only and for requirements necessary to accommo date the installation of new tankless water heaters.
2. Retrofit (60) walkway post top and (405) porch ceiling-mounted light fixtures throughout the property with new LE D lamps. The scope of the work is for retrofitting existing light fixtures.
3. Replace (23) utility post-mounted light fixtures throughout the property with new LED light fixtures. The scope of work is for replacing existing light fixtures.
4. Hire a consultant who will delive r additive funding from state and utility programs. This is vital since the total co st of energy efficient upgrades to each building and continued utility infrastructure maintenance will be above 10 million.
Goals and Objectives
The Senior Citizens Village has the following goals:
1. Reduce the utility and energy demand for 552 apartments.
2. Improve community security by upgrading to LED lights for both utility poles and porches.
3. Reduce natural gas consumption from (51) water heaters by replacing them with energy efficiency tankless on-demand water heaters.
4. Apply for various additive funding to continue the needed infrastructure upgrades.
Program/Project Milestones and Timeline
The Senior Citizens Village desires to complete the scope of work as quickly as possible following the schedule below:
Program/Project Metrics
The Senior Citizens Village bookkeeper wi ll provide the Administrator with weekly invoices to ensure the project is progressing as budgeted. The Village Administrator will create a weekly timeline to ensure the project will meet the milestones and completion timelines as described above.
Budget Narrative
Budget
Organization Name: Senior Citizens Village
Expenditure Category:2.10 Aid to Nonprofit Organizations Outreach Type Description Time Period Cost Breakdown Cost Engineering Services
Willdan Energy solutions will provide professional services for engineering assessments evaluating heating, ventilation, and air conditioning (HVAC) options and develop project feasability. Recommend qualified vendors for HVAC and provide scope of all work to be performed. [Throughout the Program] 1 FTE @ $30,000 $30,000
Consulting Services
Grant writing consultant will identify, movilize, coordinate in delivering additive services from state and utility programs. Consultant will provide direct su pport in accessing and using all available programs for energy efficiency and electrification work. This is necessary since The Senior Citizens Village is unlike any other apartment complext because all transformers, power poles, and other utility infrastructure is the responsibility of the Village and not PG&E.
[Throughout the Program] 1 FTE @ $70,000 $70,000
Operations Total $100,000
Service Type Description Time Period Cost Breakdown Cost Operations/ Capital
Replace (23) utility post-mounted light fixtures throughout the pr operty with new LED light fixtures. This will also include upgrade to the electrical system on the poll for the new LED light fixtures. Fixtures will be listed in the Design Lights Consortium and have a greater lifespan than 50,000 hours. The correlated color temperature (CCT) will be 3k to 4k for residential areas and will be dark sky compliance. 12/1/24 - 5/31/25 $12,000 $12,000
Operations/ Capital
Retrofit (60) walkway post top and (405) portch ceiling-mounted light fixtures throughout the property with new LED lamps. This will include replacement of existing light fixture housings, their components, or upgrades to the electrical systems and light controls. These LED walkway and porch light fixtures will be screw-base, A-lamp type, to match existing; will be pin-base, PL-type, to match exsiting lights; will exc eeed 50,000 hours and have the correlated color temperature (CCT) of 3k to 4k for residential areas. 12/1/24 - 6/1/25 $39,000 39,000.00
Operations/ Capital
Replace (51) existing natural gas storage water heaters with high efficiency tankless gas on-demand water heaters. Tankless water heates will have a uniform energy factor (UEF) > 0.92; be ultra-low Nox, have a secondary heat exchanger to be made of stanless steel to protect against corrosion, be Energy Star qualified, and provide a manufacturer's warranty of greater than 5 years. 2/1/24 - 7/31/25 $225,500 $225,500
Capital $276,500
Type/Title Description Time Period Cost Breakdown Cost
Personnel
Administrator for the Senior Citizens Village will oversee all aspects of the program on behalf of the Senior Citizens Village. The Administrator will provide all r eports, submit metrics, and co mmmunicate direclty with City staff to ensure the program is running efficiently and responsible for all program related inquiries.
Throughout the Program
* Costs will be the
responsibility of the
Senior Village
-
Total Grant Amount: $376,500
(pick from list of expenditure categories tab)
Cost Category: Operations
Cost Category: Capital Improvements
Cost Category: Administration
ARPA for Community Based Organizations
Budget Narrative
Organization Name: The Senior Citizens Village
Expenditure Category:2.10 Aid to Nonprofit Organizations (pick from list of expenditure categories tab)
CALCULATED TOTAL: $ 376,500.00 $ - $ 376,500.00
COST CATEGORY COST DESCRIPTION COST PER
UNIT/HRS ($) UNITS
TOTAL
REQUESTED
GRANT FUNDS
TOTAL
LEVERAGE
TOTAL PROJECT
COST
Operations Engineering Firm $ 30,000.00 1 30,000.00 - 30,000.00 Operations Engineering Firm; Additive Funding $ 70,000.00 1 70,000.00 - 70,000.00 Operations/Capital Replace Utility Post Street Lighting $ 12, 000.00 1 12,000.00 - 12,000.00 Operations/Capital
Retrofit Exterior Walkway & Porch
Lighting
$ 39,000.00 1 39,000.00 - 39,000.00 Operations/Capital Install Tankless Water Heaters $ 225,500.00 1 225,500.00 - 225,500.00 BUDGET
ARPA for Community Based Organizations
Reporting Schedule
Please see the following reporting deadlines th at are required by this grant. All reports will be due on the dates below to the City of Fresno Grants Management Unit.
Quarterly Report – will be required on the dates listed below and will include required narrative, program metrics and expenses to date. A quarterly reporting template will be provided. Quarterly reporting will be required if project is operational during the performance period.
Annual Report – will be required on the date below and is not dependent on when your project started. An annual reporting template will be provided. Annual reporting will be required if project is operational during the performance period.
Performance Period Quarterly Report Due
Grant Execution – 12/31/2024 1/8/2024
1/1/2025 – 3/31/2025 4/11/2025
4/1/2025 – 6/30/2025 7/11/2025
7/1/2025 – 9/30/2025 10/11/2025
10/1/2025 – 12/31/2025 1/9/2026
Performance Period Annual Report Due
7/1/2024 – 6/30/2025 7/11/2025
7/1/2025 – 6/30/2026 7/10/2026
EXHIBIT B
Insurance Requirements
(a) Throughout the life of this Agreem ent, GRANTEE shall pay for and maintain in full force and effect all insurance as re quired herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or designee at any time and in his/her sole discretion. If the GRANTEE is self-insured, the following requirements will outline the responsibility of the self-insured coverage. The required policies of insurance as stated herein shall maintain limits of liab ility of not less than those amounts stated therein. However, the insurance limits avail able to CITY and STATE and each of their officers, officials, employees, agents and volunt eers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, GRANTEE fails to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to GRANTEE shall be withheld until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this section shall in any way relieve GRANTEE of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtai ned by GRANTEE shall not be deemed to release or diminish the liability of GRANTEE, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY and STATE by GRANTEE shall apply to all claims and liab ility regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by GRANTEE. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of GRANTEE, vendors, suppliers, invitees, consultants, medical professionals, subcontractors, consultants, or anyone employed directly or indirectly by any of them.
Coverage shall be at least as broad as:
1. The most current version of Insura nce 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 limitati on, indemnity obligations under the
Agreement) with limits of liabilit y not less than those set forth under “Minimum Limits of Insurance.”
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
MINIMUM LIMITS OF INSURANCE
GRANTEE shall procure and maintain for the duration of the contract insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY and STATE and each of their officers, offici als, employees, agents and volunteers as additional insureds, shall be the greater of the m inimum 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 fo r personal and advertising injury; (iii) $2,000,000 aggregate for produc ts and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
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 po licy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY and STATE and each of their officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
GRANTEE shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and GRANTEE shall also be responsible for payment of any self-insured retentions.
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 afte r thirty calendar days ’ written notice has been given to CITY, except ten days for nonpayment of premium. GRANTEE is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, GRANTEE shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, GRANTEE shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen calendar days prior to the expiration date of the expiring policy.
(ii) The Commercial General and Automobi le Liability insurance policies shall be written on an occurrence form.
(iii) The Commercial General and Automobi le Liability insurance policies shall be endorsed to name CITY and STATE and each of their officers, officials, agents, employees and volunteers as an additional insured. GRANTEE shall establish additional insured st atus for the CITY and STATE for all ongoing and completed operations under the Commercial General Liability policy by use of ISO Forms or an executed manuscript insurance company endorsements providing additional insured status. The Commercial General endorsements must be as broad as that contained in ISO Forms:
CG 20 10 11 85 or CG 20 26 04 14.
(iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that the GRANTEE’S insurance shall be primary to and require no contribution from the CITY or STATE. The Commercial General Liability policy is required to include primary and non-contributory coverage in favor of the CITY and STATE for both the ongoing and completed operations coverage. These coverages shall contain no special limitations on the scope of protection afforded to CITY and STATE and each of their officers, officials, employees, agents and volunteers. If GRANTEE maintains higher limits of liability than the minimums shown above, CITY and STATE requires and shall be entitled to coverage for the higher limits of liability maintained by GRANTEE.
(v) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.
(vi) For any claims related to this Agreement, GRANTEE ’S insurance coverage shall be primary insurance with respect to the CITY and STATE and each of their officers, officials, agents, employees and volunteers. Any insurance or self-insurance maintained by the CITY and STATE and each of their officers, officials, agents, employees and volunteers shall be excess of the GRANTEE’S insurance and shall not contribute with it.
(vii) The Workers’ Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to CITY and STATE and each of their officers, officials, agents, employees and volunteers.
(viii) The Commercial General and Automobi le Liability insurance policies shall contain, or be endorsed to contain, a waiver of subrogation as to CITY and STATE and each of their officers, officials, agents, employees and volunteers.
PROVIDING OF DOCUMENTS - GRANTEE shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received by CITY’s Risk Manager within a reasonable time after execution of this agreement. All non- ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon requ est 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 re quired to provide all documents noted herein.
SUBCONTRACTORS- If GRANTEE subcontracts any or all of the services to be performed under this Agreement, GRAN TEE shall be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry and shall indemnify CITY and STATE if failure to comply with this provision results in damages to the CITY or the GRANTEE.
321857v1
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 busin ess which does business with the City of Fresno, or in a bus iness 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)
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