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REPAIR SERVICES AGREEMENT
CITY OF FRESNO AND PARKWAY PRIME LLC
PARKWAY TERRACE
This Repair Services Agreement (“Agreement”), dated _______________, 2026 (“Effective Date”), is made between the City of Fresno, a California municipal corporation (the “CITY”), and Parkway Prime, LLC, a California limited liability company (the “DEVELOPER”). The CITY and DEVELOPER are referred to hereinafter each as a “Party” or collectively as “Parties.”
RECITALS
A. WHEREAS, there is a critical housing-shortage crisis in the city of Fresno, and the crisis is contributing to the growth in homeless population counts throughout the city; and B. WHEREAS, the CITY has acquired the former Valley Inn, located at 933 North Parkway Drive, Fresno, CA, 93728 (APN 449-335-32), as more particularly described in the Legal Description attached hereto as Exhibit A (the “Property”); and C. WHEREAS, the CITY desires to have the Property repaired and prepared to serve as permanent supportive housing for individuals or households with an individual with a behavioral health challenge and who are at-risk of homelessness and Veteran households at-risk of homelessness with a behavioral health challenge (the “Target Population”); and
D. WHEREAS, the DEVELOPER has resources, as well as the technical and financial expertise to, among other things, repair projects in order to make them available for affordable housing with supportive services for the Target Population; and E. WHEREAS, the CITY and DEVELOPER jointly applied to the Department of Housing and Community Development’s (HCD) Homekey+ Program (“Homekey+ Application”) and were awarded a grant in the amount of $32,550,614.00 to develop the Parkway Terrace project consisting of 84 permanent supportive housing units at the Property for rental to the Target Population, and one manager’s unit (the “Project”); and F. WHEREAS, the CITY and DEVELOPER will execute HCD’s Standard Agreement related to the Homekey+ Program Award in the amount of $32,550,614.00, which includes a capital award of $25,462,140.00 for eligible capital expenditures, an operating award in the amount of $6,818,474.00, and an additional operating award of $270,000.00 for 10% of the Project’s units serving Veterans; and
G. WHEREAS, the CITY and DEVELOPER now desire to enter into this Agreement with the terms, conditions, and compensation specified for the repair and rehabilitation of the Property for use as permanent supportive housing for rental to the Target Population, and for payment in accordance with the Term, Scope, and Compensation set forth in the attached Exhibit B; and
H. WHEREAS, the Parties agree that the development of the Parkway Terrace project is contingent upon receipt of the fully executed Standard Agreement and the Homekey+ Program Award; and any funds spent prior to receipt of Homekey+ funds are at-risk and non-reimbursable.
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NOW, THEREFORE, in consideration of the foregoing and for other valuable considerations, the receipt and adequacy of which are hereby acknowledged, the CITY and DEVELOPER agree as follows:
AGREEMENT
NOW, THEREFORE, it is mutually agreed as follows:
1. Responsibilities of the Parties. The CITY’s Charter allows it to execute agreements with various third parties, including governmental agencies, to perform public works of improvement. The CITY desires to engage DEVELOPER to carry out the Project, which shall include the performance of certain public works on behalf of the CITY, as provided herein. The Parties contemplate that DEVELOPER shall subcontract some, or all, of the public works provided under this Agreement. In doing so, DEVELOPER shall manage and coordinate with its contractors, subcontractors and materialmen to complete the repair and maintenance of the Property. The repair and maintenance design and work shall be subject to CITY approval, which the CITY shall not unreasonably withhold, delay, or condition. The CITY shall be responsible for payment to DEVELOPER as provided in Section 3 below , subject to the CITY’s receipt of the Homekey+ Program Award in the amount of $32,550,614.00 and HCD’s Standard Agreement which binds the Parties to the rules, timelines, and commitments made the Homekey+ joint application.
2. Term of Agreement and Conditions Precedent. This Agreement shall be effective as of the Effective Date written above and shall continue in full force and effect for five (5) years therefrom, or through December 31, 2031, whichever is later, or until the Project is completed in the event completion occurs prior to the later of these dates, subject to any earlier termination in accordance with this Agreement. Project completion will occur when the Parties have reasonably signed off on the Project, following a walkthrough by representatives of both Parties.
3. Compensation. DEVELOPER’s compensation payable under this Agreement shall not exceed $896,250.00, representing fifty percent (50%) of the total Developer Fee of $1,792,500.00 included in the Homekey+ Application’s Development Budget, and shall be paid to DEVELOPER in accordance with the Term, Scope, and Compensation set forth in Exhibit B. The Parties acknowledge that the remaining fifty percent (50%) of the Developer Fee is allocated to CITY. Notwithstanding the foregoing, the Parties may mutually agree that certain eligible, reasonable, and documented direct Project costs incurred or paid by DEVELOPER, which would otherwise be borne by DEVELOPER in connection with the development and completion of the Project, may be paid or reimbursed from amounts otherwise allocated to CITY, subject to applicable Homekey+ requirements, availability of funds, and CITY approval. (a) Upon receipt of the fully executed Standard Agreement and funding of the Homekey+ Program Award, the CITY agrees to make an initial advance payment of fifty percent (50%) of the total project costs included in the Development Budget of the Homekey+ Application, as defined in Exhibit B, and moving forward, detailed statements shall be rendered monthly for services performed in the preceding month and will be payable by the CITY within thirty (30) days of receipt of such statements in accordance with the CITY’s normal reimbursement procedures.
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(b) The Parties may agree to modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to DEVELOPER’s compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each Party. DEVELOPER shall not be entitled to any additional compensation if services are performed prior to a signed written amendment, unless such services are required to mitigate an emergency which requires immediate attention to avoid damage to the Property, public property, public safety, or remedy some other health and safety condition. (c) For avoidance of doubt, the compensation limitation set forth in this Section 3 applies only to the Developer Fee payable under this Agreement and does not include or limit payment or reimbursement of approved and eligible Project costs included in the Development Budget. Such Project costs shall be paid or reimbursed separately in accordance with Exhibit B and shall not reduce or be credited against the $896,250.00 Developer Fee payable to DEVELOPER under this Agreement, except as otherwise mutually agreed by the Parties with respect to amounts allocated to CITY as provided above.
4. Termination, Remedies, and Force Majeure.
(a) This Agreement shall terminate without any liability of CITY to DEVELOPER upon the earlier of: (i) DEVELOPER filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against DEVELOPER which petition is not dismissed within ninety (90) calendar days of the filing of the petition; (ii) sixty (60) calendar days’ after DEVELOPER’s receipt of written notice from the CITY for breach of this Agreement by DEVELOPER and which breach is not reasonably cured; (iii) CITY’s non-appropriation of funds sufficient to meet its obligations hereunder during any CITY fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. (b) This Agreement shall terminate without any liability of DEVELOPER to CITY upon the earlier of: (i) CITY’s filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third Party against CITY which petition is not dismissed within ninety (90) calendar days of the filing of the petition; (ii) sixty (60) calendar days after CITY’s receipt of written notice for breach of this Agreement by CITY and which breach is not cured; or (iii) expiration of this Agreement.
(c) Immediately upon any termination or expiration of this Agreement, each Party shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and, (iii) in the case of DEVELOPER, return to CITY any and all unearned payments and all properties and materials in the possession of DEVELOPER that are owned by CITY. Subject to the of this Agreement, DEVELOPER shall be paid compensation for services performed prior to the effective date of termination.
(d) Upon any breach of this Agreement by either Party, the other 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; '
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(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.
(e) Upon a written request from the other Party, the recipient Party shall provide the other with adequate written assurances of future performance if such Party fails to comply with any terms or conditions of this Agreement. (f) Each Party shall be liable for default unless its nonperformance is caused by an occurrence beyond the reasonable control of that Party and without its fault or negligence such as, acts of God or the public enemy, acts of CITY or DEVELOPER, as the case may be, in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The nonperforming Party shall notify the other 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 other of the cessation of such occurrence.
5. Level of Skill; Subcontractors.
(a) DEVELOPER may, at its sole discretion, subcontract any of the services required under this Agreement, in compliance with the terms of this Agreement.
DEVELOPER shall require that any general contractor hired by DEVELOPER engage in a lawful competitive process to select all subcontractors. DEVELOPER shall use good faith efforts to hire qualified, licensed, insured, and bonded local contractors that have a local workforce. It is further mutually understood and agreed by and between the parties hereto that inasmuch as DEVELOPER represents to CITY that DEVELOPER and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said industry necessary to perform the services agreed to be done by it under this Agreement, CITY relies upon the skill of DEVELOPER and its subcontractors, if any, to do and perform such services in a skillful manner and DEVELOPER agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by CITY shall not operate as a release of DEVELOPER or any subcontractors from said industry and professional standards. (b) CITY reserves the right to hire additional contractors to perform the services required under this Agreement and offset any future payment to DEVELOPER accordingly, so long as such hiring and associated offset is memorialized in an Addendum executed by the Parties, setting forth the amount of the offset. In the event that the CITY elects to hire additional contractors to perform the services, CITY shall not cause DEVELOPER to breach any agreement with any of its contractors or CITY shall fully reimburse DEVELOPER for any claims made by its subcontractors. (c) If DEVELOPER subcontracts any or all of the services to be performed under this Agreement where the subcontract is for a total of $250,000 or greater during any calendar year, DEVELOPER shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate side agreement (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 '
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no Side Agreement is required, DEVELOPER will be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry. (d) To the full extent required by applicable federal and state law, each Party and its contractors and agents shall comply with the Davis-Bacon Act, as amended, California Labor Code Section 1720 et seq., and the regulations adopted pursuant thereto (Prevailing Wage Laws), if so required, and shall be solely responsible for carrying out the requirements of such provisions. Each Party shall indemnify, defend and hold the other and its elected and appointed officers, officials, employees, agents, consultants, and contractors harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages (including without limitation, all claims that may be made by contractors, subcontractors, or third party claimants pursuant to Labor Code sections 1726 and 1781), the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including, but not limited to the Prevailing Wage Laws, or any act or omission of that Party related to the payment or requirement of payment of prevailing wages.
6. Hot Work Program Requirements.
A. Applicability
This section applies whenever Contractor's work involves or may involve "hot work," defined as soldering, welding, pipe-cutting, heat-treating, grinding, thawing pipes, hot riveting, torch-applied roofing, or any other activity involving open flame, heat, or the production of sparks. If Contractor's work does not involve hot work, this section does not apply.
B. Compliance with City Program
Where applicable, Contractor shall comply with the City of Fresno Hot Work Safety Program (Program), as may be amended, a copy of which is available upon request from the City's Personnel Services Department, Risk Management Division, or from the City's project representative. In the event of any conflict between this section and the Program, the more stringent requirement shall control.
C. Designated Roles
Prior to performing any hot work, Contractor shall designate, from among its own personnel, a Supervisor, a Fire Watch, and, when City personnel are not present at the work location, a Hot Work Approver, each trained consistent with the Program's requirements for that role.
D. Permits
Where hot work is to be performed at a location where City employees are present, Contractor shall obtain a hot work permit from the City's designated Hot Work Approver prior to beginning work.
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Where hot work is to be performed at a location where City employees are not present, Contractor is responsible for issuing its own permit consistent with the Program.
Contractor may use its own hot work permit form in lieu of the City's, provided it contains, at minimum, the information required by the Program's standard permit and has been approved in advance by the City.
Contractor shall provide the City's project representative with copies of all revoked/closed hot work permits by the end of each business day, or within such other reasonable time as may be mutually agreed.
E. Precautions
Contractor shall, at a minimum: remove or protect combustible materials within 35 feet of the hot work; confirm any applicable fire suppression system is operational; ensure a fire watch is maintained during hot work and for not less than 60 minutes after work concludes; and ensure personnel performing or exposed to hot work use PPE appropriate to the hazard.
F. Notification
Contractor shall notify the City's project representative before hot work begins so the City can coordinate access, evacuate affected areas if necessary, and confirm no conflicting activity is scheduled in the vicinity.
G. No Relief from Other Requirements
Nothing in this section relieves Contractor of its independent obligation to comply with all applicable fire codes, Cal/OSHA requirements, NFPA standards, and manufacturer requirements for equipment used in hot work operations.
7. Indemnification. To the furthest extent allowed by law, including California Civil Code section 2782, DEVELOPER shall indemnify, defend and hold harmless CITY and each of its officers, officials, employees, agents, and volunteers from any and all claims, demands, actions in law or equity, loss, liability, fines, penalties, forfeitures, interest, costs including legal fees, and damages (whether in contract, tort, or strict liability, including but not limited to personal injury, death at any time, property damage, or loss of any type) arising or alleged to have arisen directly or indirectly out of (1) any voluntary or involuntary act or omission, (2) error, omission or negligence, or (3) the performance or non-performance of this Contract. DEVELOPER’s obligations as set forth in this section shall apply regardless of whether CITY or any of its officers, officials, employees, agents, or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or the willful misconduct, of CITY or any of its officers, officials, employees, agents, or volunteers.
To the fullest extent allowed by law, and in addition to the express duty to indemnify, DEVELOPER, whenever there is any causal connection between the DEVELOPER’s performance or non-performance of the work or services required under '
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this Contract and any claim or loss, injury or damage of any type, DEVELOPER expressly agrees to undertake a duty to defend CITY and any of its officers, officials, employees, agents, or volunteers, as a separate duty, independent of and broader that the duty to indemnify. The duty to defend as herein agreed to by DEVELOPER expressly includes all costs of litigation, attorneys’ fees, settlement costs and expenses in connection with claims or litigation, whether or not the claims are valid, false or groundless, as long as the claims could be in any manner be causally connected to DEVELOPER as reasonably determined by CITY.
Upon the tender by CITY to DEVELOPER, DEVELOPER shall be bound and obligated to assume the defense of CITY and any of its officers, officials, employees, agents, or volunteers, including the a duty to settle and otherwise pursue settlement negotiations, and shall pay, liquidate, discharge and satisfy any and all settlements, judgments, awards, or expenses resulting from or arising out of the claims without reimbursement from CITY or any of its officers, officials, employees, agents, or volunteers.
It is further understood and agreed by DEVELOPER that if CITY tenders a defense of a claim on behalf of CITY or any of its officers, officials, employees, agents, or volunteers and DEVELOPER fails, refuses or neglects to assume the defense thereof, CITY and its officers, officials, employees, agents, or volunteers may agree to compromise and settle or defend any such claim or action and DEVELOPER shall be bound and obligated to reimburse CITY and its officers, officials, employees, agents, or volunteers for the amounts expended by each in defending or settling such claim, or in the amount required to pay any judgment rendered therein.
The defense and indemnity obligations set forth above shall be direct obligations and shall be separate from and shall not be limited in any manner by any insurance procured in accordance with the insurance requirements set forth in this Agreement. In addition, such obligations remain in force regardless of whether CITY provided approval for, or did not review or object to, any insurance DEVELOPER may have procured in accordance with the insurance requirements set forth in this Contract. The defense and indemnity obligations shall arise at such time that any claim is made, or loss, injury or damage of any type has been incurred by CITY, and the entry of judgment, arbitration, or litigation of any claim shall not be a condition precedent to these obligations.
The defense and indemnity obligations set forth in this section shall survive termination or expiration of this Contract.
If DEVELOPER should subcontract all or any portion of the work to be performed under this Contract, DEVELOPER shall require each subcontractor to Indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms as set forth above.
8. Insurance.
(a) Throughout the life of this Agreement, DEVELOPER shall pay for and maintain in full force and effect all insurance as required in Exhibit C, which is incorporated into and part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of '
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California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by City’s Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated in Exhibit C 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, DEVELOPER 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 DEVELOPER 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 DEVELOPER 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 DEVELOPER shall not be deemed to release or diminish the liability of DEVELOPER, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by DEVELOPER. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of DEVELOPER, its principals, officers, agents, employees, or persons under the supervision of DEVELOPER, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them.
9. Conflict of Interest and Non-Solicitation.
(a) DEVELOPER 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 CITY, DEVELOPER shall provide a written certification that, to its best knowledge, after diligent inquiry, DEVELOPER and its respective subcontractor(s) are in full compliance with all laws and regulations. DEVELOPER 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, DEVELOPER shall immediately notify CITY of these facts in writing. '
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(b) In performing the work or services to be provided hereunder, DEVELOPER shall not employ or retain the services of any person while such person either is employed by CITY or is a member of any CITY council, commission, board, committee, or similar CITY body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (c) DEVELOPER 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.
(d) DEVELOPER and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third Party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, DEVELOPER shall remain responsible for complying with Section (a), above.
(e) If DEVELOPER should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, DEVELOPER shall include the provisions of this Section in each subcontract and require its subcontractors to comply therewith.
(f) This Section shall survive expiration or termination of this Agreement.
10. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of CITY within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Administrator or designee. (b) Records of DEVELOPER'S expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to 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. In addition, all books, documents, papers, and records of DEVELOPER 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 CITY until such action is resolved, or until the end of said time period whichever shall later occur. If DEVELOPER should subcontract all or any portion of the services to be performed under this Agreement, DEVELOPER shall cause each subcontractor to also comply with the requirements of this paragraph. This Section shall survive expiration or termination of this Agreement.
(c) A For any portion of the work or services subcontracted by DEVELOPER, DEVELOPER shall require that subcontractor to provide evidence to DEVELOPER that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work. '
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11. Nondiscrimination. To the extent required by controlling federal, state and local law, DEVELOPER 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, DEVELOPER agrees as follows:
(a) DEVELOPER will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement.
(b) DEVELOPER 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. DEVELOPER 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 DEVELOPER'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. DEVELOPER agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) DEVELOPER will, in all solicitations or advertisements for employees placed by or on behalf of DEVELOPER in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
(d) If DEVELOPER should subcontract all or any portion of the services to be performed under this Agreement, DEVELOPER shall cause each subcontractor to also comply with the requirements of this Section.
12. Independent Contractor.
(a) In the furnishing of the services provided for herein, DEVELOPER is acting solely as an independent contractor. Neither DEVELOPER, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of CITY for any purpose. CITY shall have no right to control or supervise or direct the manner or method by which DEVELOPER shall perform its work and functions. However, CITY shall retain the right to administer this Agreement, to the '
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extent provided for herein, to verify that DEVELOPER is performing its obligations in accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between DEVELOPER and CITY. DEVELOPER shall have no authority to bind CITY absent CITY’s express written consent. Except to the extent otherwise provided in this Agreement, DEVELOPER shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, DEVELOPER and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to CITY employees. DEVELOPER 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, DEVELOPER shall be solely responsible, indemnify, defend and save CITY harmless from all matters relating to employment and tax withholding ’or and payment of DEVELOPERS' 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 CITY employment benefits, entitlements, programs and/or funds offered employees of 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, DEVELOPER may be providing services to others unrelated to CITY or to this Agreement.
13. Notices. Any notice required or intended to be given to either Party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the Party to which notice is to be given at the Party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof.
14. 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.
Each Party hereto represents and warrants that the person(s) signing below on such Party's behalf is authorized to do so and to bind such Party to the terms of this Agreement.
Each Party represents and warrants to the other Party that it has the authority to enter into this Agreement and to perform all of its obligations under this Agreement.
15. Assignment.
(a) This Agreement is personal to each Party and there shall be no assignment by either Party of its rights or obligations under this Agreement without the prior written approval of the other. Any attempted assignment shall be null and void unless approved in writing for the CITY, by the City Manager or designee, or for DEVELOPER, by its CEO or designee.
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(b) DEVELOPER hereby agrees not to assign the payment of any monies due to DEVELOPER from 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 to DEVELOPER directly to DEVELOPER.
16. Compliance With Law. Each Party shall at all times comply with all applicable laws of the United States, the State of California and CITY, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement.
17. 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.
18. 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.
19. 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.
20. 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.
21. Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either Party, but rather by construing the terms in accordance with their generally accepted meaning.
22. 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.
23. Exhibits. Each exhibit and attachment referenced in this Agreement is incorporated by reference into and made a part of this Agreement.
24. Precedence of Documents. Excluding the terms and conditions contained in Exhibit A, 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, excluding the terms and conditions contained in Exhibit A, any terms or conditions contained within any exhibit or attachment hereto which purport '
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to modify the allocation of risk between the parties, provided for within the body of this Agreement, shall be null and void.
25. 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.
26. 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.
27. 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 CITY and DEVELOPER.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by its duly authorized representative, as of the day and year first written above.
CITY OF FRESNO,
a California municipal corporation
By: _________________________
Georgeanne A. White
City Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By: _________________________
Brent Richardson Date
Senior Deputy City Attorney
ATTEST:
AMY K. ALLER
City Clerk
By: _________________________
Deputy Clerk Date
Addresses:
PARKWAY PRIME, LLC,
a California limited liability company
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)
CITY OF FRESNO
Planning & Development Department
Attn: Phil Skei, Assistant Director
2600 Fresno Street, Room 3065
Fresno, CA 93721
PARKWAY PRIME, LLC
To: Benjamin Dreicer, Managing Member
2550 West Clinton Avenue, Suite 142
Fresno, CA 93705
Attachments:
1. Exhibit A - Legal Description
2. Exhibit B - Term, Scope, and Compensation
3. Exhibit C - Insurance Requirements
4. Exhibit D - Conflict of Interest Disclosure Form
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EXHIBIT “A”
LEGAL DESCRIPTION OF THE PROPERTY
The land described herein is situated in the State of California, County of Fresno, City of Fresno, described as follows:
PARCEL 1:
Lots 10, 11, 19 and 20 of Roeding Park Gardens, in the City of Fresno, County of Fresno, State of California, according to the map thereof recorded in Book 13, Pages 37 and 38 of Plats, Fresno County Records.
EXCEPTING THEREFROM that portion of said Lots 10 and 20 and said Parkview Avenue, described as follows:
Beginning at the most Easterly corner of said Lot 10; thence Northwesterly, along the Northeasterly line of said Lot 10, a distance of 35.00 feet; thence Southwesterly, parallel with and 35.00 feet from the Southeasterly line of said Lots 10 and 20 and the Southwesterly prolongation of said Southeasterly line to the centerline of East Parkview Avenue, as shown on the map of Roeding Park Gardens recorded in Book 13, Pages 37 and 38 of Plats, Fresno County Records; thence Southeasterly along said centerline, a distance of 35.00 feet to the Southwesterly prolongation of the Southeasterly line of said Lots 10 and 20; thence Northeasterly along said prolongation and Southeasterly line to the point of beginning.
ALSO EXCEPTING THEREFROM that portion of said Lots 10 and 11 deeded to the State of California by Deed recorded July 7, 1954, in Book 3455, Page 414 of Official Records, Document No. 34427, described as follows:
Beginning at a point on the Northeasterly line of said Lot 10, a distance of 35.00 feet from the most Easterly corner of said Lot 10; thence South 64° 04' 25" West, along a line parallel to the Southeasterly line of said Lot 10 a distance of 17.92 feet; thence North 25° 55' 35" West, parallel with and 17.92 feet from the Northeasterly line of said Lots 10 and 11, a distance of 155.33 feet to the beginning of a tangent curve, concave to the Southwest; thence Northwesterly along said curve, having a radius of 3,972.00 feet, through a central angle of 0° 08' 22", an arc distance of 9.67 feet to the Northwesterly line of said Lot 11; thence North 64° 04' 25" East, along said Northwesterly line, a distance of
17.93 feet to the most Northerly corner of said Lot 11; thence South 25° 55' 35" East, along the Northeasterly line of said Lots 11 and 10, a distance of 165.00 feet to the point of beginning.
PARCEL 2:
Lots 49, 50, 51 and 52 of Roeding Park Gardens, in the City of Fresno, County of Fresno, State of California, according to the map thereof recorded in Book 13, Pages 37 and 38 of Plats, Fresno County Records.
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PARCEL 3:
Lot 56 of Roeding Park Gardens, in the City of Fresno, County of Fresno, State of California, according to the map thereof recorded in Book 13, Pages 37 and 38 of Plats, Fresno County Records.
PARCEL 4:
All of that portion of East Parkview Avenue, as said Avenue is shown on the map of Roeding Park Gardens, according to the map thereof recorded in Book 13, Pages 37 and 38 of Plats, Fresno County Records, more particularly described as follows: Beginning at the most Westerly corner of Lot 19, of said Roeding Park Gardens; thence Southerly and Southwesterly, along a curve which is tangent to the Southwesterly line of said Lot 19, having a radius of 40.0 feet and concave to the Northwest, through an interior angle of 104° 28' 31", an arc distance of 72.94 feet, to the intersection with the Northeast line of Lot 52 of said Roeding Park Gardens; thence South 25° 52' 00" East, along the Northeasterly lines of Lots 52, 51, 50 and 49 of said Roeding Park Gardens, to the point which is 91.65 feet Southeasterly from the Northeasterly corner of said Lot 49; thence Southerly and Westerly, along a tangent curve, concave to the Northwest and having a radius of 20.0 feet, an arc distance of 40.40 feet, to the intersection with the South line of said Lot 49; thence North 89° 52' 00" East, along the Easterly prolongation of the South line of said Lot 49, a distance of 43.38 feet; thence Easterly and Southerly, along a tangent curve concave to the Southwest and having a radius of 70.0 feet, an arc distance of 78.52 feet, to the intersection with the Southwest line of Lot 23 of Roeding Park Gardens; thence North 25° 52' 00" West, along the Southwesterly lines of Lots 23, 22, 21, 20 and 19 of said Roeding Park Gardens to the point of beginning, as abandoned by the Fresno City Council, by Resolution No. 8732, recorded in Book 5261, Page 488 of Official Records.
EXCEPTING THEREFROM any portion thereof lying within the Northeasterly half of said land, lying Northwesterly of the Southwesterly prolongation of the Southeasterly line of Lot 21 of said Roeding Park Gardens, and Southeasterly of the Southwesterly prolongation of the Northwesterly line of the Southeasterly 35 feet of Lots 10 and 20 of said Roeding Park Gardens.
APN: 449-335-32
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EXHIBIT “B”
TERM, SCOPE, AND COMPENSATION
The repair and rehabilitation of the Parkway Terrace project is funded by the Homekey+ Capital Award, with a total project cost of $25,462,140.00, as described herein.
All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Repair Services Agreement. CITY and DEVELOPER agree as follows:
1) Security Services. At all times during this Agreement, DEVELOPER shall maintain/pay for security personnel when construction crews and/or DEVELOPER staff are not on site. 2) Appointment of Repair Project Manager. DEVELOPER will assign a repair project manager (the Repair Project Manager) to serve as the point of contact with the CITY to coordinate the planning, permitting, and inspection requirements for the Project. The CITY will also designate a point of contact for the Project. 3) Project Schedule and Cost Estimate. Within ten (10) calendar days of the execution of this Agreement, or October 1, 2026, whichever is sooner, the Repair Project Manager will provide the CITY with a preliminary schedule and cost estimate (the “Schedule of Fees and Expenses") for the Project. It is estimated that the time required from the execution of this agreement, or October 1, 2026, whichever is sooner, to receipt of occupancy permit and/or certificate of occupancy will be approximately twenty-four (24) months (the “Project Schedule”). The Schedule of Fees and Expenses shall identify action items required by the CITY to meet the Project Schedule. 4) Progress Meetings and Reports. The Repair Project Manager shall provide weekly progress reports for the repair work, and the Repair Project Manager or City representative shall schedule weekly progress meetings with the CITY. 5) Retention, Inspection and Audit of Records. The Repair Project Manager agrees to maintain appropriate accounting records for all labor, materials, equipment, supplies, and services for the Project. The Repair Project Manager shall retain all accounting records relating to the Agreement for a period of three (3) years. The CITY reserves the right to conduct an audit of the accounting records for the Agreement any time during the threeyear period. 6) Changed Conditions. The CITY and DEVELOPER have visually inspected and toured the Property to preliminarily assess the condition of the facility and prepare preliminary cost estimates for the repair.
(a) Despite the best intentions, diligence, and discipline of the CITY and DEVELOPER, changed conditions may be encountered during the repair work and the changed conditions may require adjustments to the Schedule of Fees and Expenses. DEVELOPER will provide the CITY with ownerinitiated change orders, as applicable. (b) When changed conditions are encountered for the repairs, the Repair Project Manager will notify the CITY’s point of contact to schedule a meeting to review and discuss options to address the changed condition. '
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(c) The agreed course of action to address the changed condition shall be prepared in writing and submitted to the CITY by the Repair Project Manager.
(d) Under no circumstances shall the Repair Project Manager authorize additional work or extend the project schedule without the consent of the CITY, unless such additional work is required to mitigate an emergency which requires immediate attention to avoid damage to the Property, public property, public safety, or remedy some other health and safety condition. 7) Service Contracts. The Repair Project Manager is authorized to procure contractors using a competitive selection process to provide building trade, equipment, materials, supplies, and other services required to repair the Property to serve as permanent supportive housing for the Target Population. The Repair Project Manager is also authorized to utilize any existing trade services contracts for which DEVELOPER has completed appropriate procurement.
(e) Warranties for Workmanship and Materials. All service contracts shall include a 12-month warranty for workmanship and materials provided for the repairs as appropriate. Any exceptions shall be approved by the CITY in writing.
8) Property and Liability Insurance. CITY shall maintain, at its cost, its applicable owner’s property insurance for the Property. DEVELOPER shall maintain the insurance required pursuant to Exhibit C. 9) Compensation and Disbursement Procedures. DEVELOPER agrees to follow the CITY’s established disbursement and reimbursement process as described below and will utilize Homekey+ Capital Award and COSR Award funds exclusively for the Project’s eligible construction and operating costs in agreement with the Homekey+ documents.
Disbursement of Upfront 50% of Homekey+ Capital and COSR Award. (a) A reimbursement request is assembled and submitted to the CITY following the significant event (e.g., execution of Standard Agreement; completion of construction).
(b) This initial request will include the completed request for reimbursement form, vendor packet, W-9, and the bank wiring instructions.
Please note: The vendor packet and W-9 are only required for new service providers and will only be requested once. If you are unsure whether you need to submit these documents, please contact CITY staff for confirmation. (c) The CITY reviews the complete request within 10 business days and notifies the DEVELOPER of any missing or incomplete items.
Please note: If the request is incomplete, the review process will be paused until all required documents are submitted. Once the missing items are received, the 10-business day review period will begin. (d) If all items are submitted and complete, the request is forwarded for final review.
(e) Upon final approval, the request is sent to Finance for processing. (f) Finance typically takes 7-10 days to process the wire request. '
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(g) This initial disbursement process takes approximately 30 days from submission to payment.
(h) Proof of payment and full reconciliation of the initial disbursement will be required prior to any further draws.
Reimbursement Process for Remaining Homekey+ Capital Funds and COSR. (a) The expense is incurred.
(b) Receipt and proof of payment are obtained.
(c) A reimbursement request is assembled and submitted to the CITY. (d) The CITY reviews the complete request within 10 business days and notifies the DEVELOPER of any missing or incomplete items.
(e) The DEVELOPER has 10 calendar days to submit the requested corrections or documents.
(f) If the missing items are not submitted within that timeframe, the reimbursement request will be reduced by the amount associated with those items. (g) If all items are submitted and complete, the invoice is forwarded for final review. (h) Upon final approval, the reimbursement is sent to Finance for processing. (i) Finance typically takes 7–10 business days to process the payment. (j) The full reimbursement process takes approximately 30 days from submission to payment.
A complete reimbursement request must include: (1) Cover Sheet completed and signed by DEVELOPER (CITY-provided invoice template); (2) General Ledger showing all items requested for reimbursement; (3) Invoices and Receipts for each item; and (4) Proof of Payment (cleared check, credit card statement, or bank record). 10) Expenditure Milestones. DEVELOPER will fully expend all Homekey+ Capital Award and COSR Award funds prior to the Homekey+ Capital Funds Expenditure Milestone and Operating Expenditure Milestone as set forth in the Homekey+ Standard Agreement and will submit a request for these funds at least 30 days prior to the due date to allow for the City’s established request for funds process.
11) Monitoring and Reporting. The Parties agree to perform all compliance monitoring and reporting requirements in accordance with the Homekey+ Documents, including but not limited to, the submission of an annual Homekey Program and Expenditure Report, all Milestone Reports, and any requested progress reports.
12. Homekey+ Development Budget. DEVELOPER agrees to perform all work required for the rehabilitation and preparation of the Property pursuant to the Development Budget of the Homekey+ Application, as shown below:
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EXHIBIT “C”
INSURANCE REQUIREMENTS
Repair Services Agreement between City of Fresno (CITY) and Parkway Prime, LLC (DEVELOPER)
Repair of 933 North Parkway Drive for Permanent Supportive Housing
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and nonowned 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
DEVELOPER 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, 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. '
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3. Workers’ Compensation Insurance as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
4. BUILDERS RISK (Course of Construction). A single Builder’s Risk policy shall be maintained for the Project in an amount equal to the completed value of the Project with no coinsurance penalty provisions. CITY shall be named as Loss Payee.
5. CONTRACTORS’ POLLUTION LEGAL LIABILITY with coverage for bodily injury, property damage or pollution clean-up costs that could result from of pollution condition, both sudden and gradual. Including a discharge of pollutants brought to the work site, a release of pre-existing pollutants at the site, or other pollution conditions with limits of liability of not less than the following:
(i) $1,000,000 per occurrence; and,
(ii) $2,000,000 general aggregate per annual policy period. (b) In the event this Agreement involves the transportation of hazardous material, either the Commercial Automobile policy or other appropriate insurance policy shall be endorsed to include Transportation Pollution Liability insurance covering materials to be transported by DEVELOPER pursuant to the Agreement.
UMBRELLA OR EXCESS INSURANCE
In the event DEVELOPER 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
DEVELOPER shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and DEVELOPER 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 after thirty (30) calendar days written notice has been given to CITY, except ten (10) days for nonpayment of premium. DEVELOPER 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, DEVELOPER 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, DEVELOPER shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than seven (7) calendar days following to the expiration date of the expiring policy.
(ii) The Commercial General, Pollution and Automobile Liability insurance policies '
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shall be written on an occurrence form.
(iii) The Commercial General, Pollution and Automobile Liability insurance policies shall be endorsed to name CITY, its officers, officials, agents, employees and volunteers as an additional insured for all ongoing and completed operations. The Commercial General endorsements must be as broad as that contained in ISO Forms: CG 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 DEVELOPER’s insurance shall be primary to and require no contribution from the CITY. These coverages shall contain no special limitations on the scope of protection afforded to CITY, its officers, officials, employees, agents and volunteers. .Coverage under the General Liability policy shall be as broad as that contained in ISO Form CG 20 01 04 13.
(vi) If DEVELOPER 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 DEVELOPER.
(vii) 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 policies will be twice the above stated limits. (viii) All policies of insurance shall contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers. (ix) The Builder’s Risk Insurance shall have the policy endorsed to provide the City of Fresno to be named as a Loss Payee.
PROVIDING OF DOCUMENTS
DEVELOPER 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 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, DEVELOPER 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 DEVELOPER shall also be required to provide all documents noted herein.
SUBCONTRACTORS
If DEVELOPER subcontracts any or all of the services to be performed under this Agreement, DEVELOPER 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, DEVELOPER will be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.
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EXHIBIT “D”
DISCLOSURE OF CONFLICT OF INTEREST
Repair of 933 North Parkway Drive for Permanent Supportive Housing 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
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