HomeMy WebLinkAboutAgreement A-21-151 with Super 8.pdf-1-
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A G R E E M E N T
THIS AGREEMENT is made and entered into this day of ______, 2021, by and between the
COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
"COUNTY", and Jay Sai Inc., DBA Super 8, a California Corporation, whose address is 3142 S.
Highland Ave., Selma CA. 93662, hereinafter referred to as “CONTRACTOR.”
W I T N E S S E T H:
WHEREAS, COUNTY, on March 17, 2020 declared a Local Emergency in response to the
imminent and proximate threat of the Novel Coronavirus (COVID-19); and
WHEREAS, COUNTY, through the Department of Social Services (DSS), in response to said Local
Emergency and to the State of Emergency declared by the State of California on March 4, 2020, seeks to
provide shelter to individuals and families that are experiencing homelessness during the COVID-19
pandemic in order to reduce the spread of virus transmission; and
WHEREAS, COUNTY, through its Department of Social Services (DSS), has been designated to
administer and implement the Community Development Block Grant (CDBG) funds under the recent
Coronavirus Aid, Relief, and Economic Security (CARES) Act. This allocation, known as CDBG -CV,
provides funds for CDBG-eligible projects to address needs related to the COVID -19 pandemic for social
services activities, in accordance with the provisions of Title I of the Housing and Community Development
Act of 1974, as amended, and the laws of the State of California; and
WHEREAS, CONTRACTOR was identified as being capable and willing to provide said services in
an expedient manner pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS
A.CONTRACTOR shall perform all services set forth in Exhibit A, Summary of
Services, attached hereto and by this reference incorporated herein.
B.CONTRACTOR shall provide services pursuant to program expenses detailed in
Exhibit B, Budget Summary, attached hereto and by this reference incorporated herein.
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Agreement No. 21-151
27th April
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2.TERM
The term of this Agreement shall be for a period of four (4) months, commencing March 1,
2021, through and including the 30th day of June, 2021.
3.TERMINATION
A.Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided hereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice.
B.Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1)An illegal or improper use of funds;
2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to the COUNTY; or
4)Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither
shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or
default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the
COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of
the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR
shall promptly refund any such funds upon demand.
C.Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY’s DSS Director, or
designee, upon the giving of thirty (30) days advance written notice of an intention to terminate to
CONTRACTOR.
4.COMPENSATION
For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to
pay CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with Exhibit B,
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Budget Summary. In no event shall actual services performed under this Agreement be in excess of One
Hundred Fifty-Five Thousand Ninety and No/100 Dollars ($155,090).
It is understood that all expenses incidental to CONTRACTOR's performance of services
under this Agreement shall be borne by CONTRACTOR. If CONTRACTOR should fail to comply with
any provision of the Agreement, COUNTY shall be relieved of its obligation for further compensation.
Any compensation which is not expended by CONTRACTOR pursuant to the terms and conditions of
this Agreement shall automatically revert to COUNTY. The services provided by the CONTRACTOR
under this Agreement are funded in whole or in part by the State of California. In the event that funding
for these services is delayed by the State Controller, COUNTY may defer payment to CONTRACTOR.
The amount of the deferred payment shall not exceed the amount of funding delayed by the State
Controller to the COUNTY. The period of time of the deferral by COUNTY shall not exceed the period of
time of the State Controller’s delay of payment to COUN TY plus forty-five (45) days.
COUNTY’s failure to inform CONTRACTOR that CDBG funds are provided under this
Agreement or of any reporting requirements shall not relieve CONTRACTOR of compliance with any
CDBG reporting requirements. In addition, CONTRACTOR shall inform COUNTY in writing of any
program income generated by the expenditure of CDBG funds. Any program income generated from the
use of CDBG funds must be returned to COUNTY’s CDBG program.
5.INVOICING
CONTRACTOR shall invoice COUNTY’s DSS in arrears by the tenth (10th) of each month
for actual expenditures incurred and services rendered in the previous month to:
DSSInvoices@fresnocountyca.gov. A monthly activity report shall accompany the invoice, reflecting
services supported by the invoiced expenditures, and include necessary programmatic documentation
including, but not limited to personal declarations’ of homelessness, medical notes, or program intake
documents, and be in a form and in such detail as acceptable to the COUNTY’s DSS. Invoices shall include
supporting documentation including, but not limited to, receipts, invoices received, and documented
administrative/overhead costs. No reimbursement for services shall be made until invoices, reports, and
complete documents are received, reviewed, and approved by COUNTY’s DSS. All final claims for
funding shall be submitted by CONTRACTOR within sixty (60) days following the final month of
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services.
At the discretion of COUNTY’s DSS Director or designee, if an invoice is incorrect or is
otherwise not in proper form or detail, COUNTY’s DSS Director or designee shall have the right to withhold
full payment of the invoice that is incorrect or improper after five (5) days prior written notice or email
correspondence to CONTRACTOR. CONTRACTOR agrees to continue to provide services for a period of
ninety (90) days after written or email notification of an incorrect or improper invoice. If after the ninety (90)
day period the invoice(s) is still not corrected to COUNTY’s DSS satisfaction, COUNTY or COUNTY’s DSS
Director or designee may elect to terminate this Agreement, pursuant to the termination provisions stated in
Paragraph Three (3) of this Agreement.
6.INDEPENDENT CONTRACTOR
In performance of the work, duties and obligations assumed by CONTRACTOR under this
Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the
CONTRACTOR’s officers, agents, and employees will at all times be acting and performing as an
independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right
to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and
function. However, COUNTY shall retain the right to administer this Agreement so as to verify that
CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the
rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject
thereof.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely
no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be
solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee
benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all
matters relating to payment of CONTRACTOR's employees, including compliance with Social Security
withholding and all other regulations governing such matters. It is acknowledged that during the term of this
Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to this
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Agreement.
7.MODIFICATION
A.Any matters of this Agreement may be modified from time to time by the written
consent of all the parties without, in any way, affecting the remainder.
B.Notwithstanding the above, changes to line items in Exhibit B, Budget Summary, in an
amount not to exceed ten percent (10%) of the total maximum compensation as identified in Section Four
(4) of this Agreement, may be made with the written approval of COUNTY’s DSS Director or designee and
CONTRACTOR. Budget line item changes shall not result in any change to the maximum compensation
amount payable to CONTRACTOR, as stated herein.
C.CONTRACTOR hereby agrees that changes to the compensation under this
Agreement may be necessitated by a reduction in funding from State and/or Federal sources.
COUNTY’s DSS Director or designee may modify the maximum compensation depending on State and
Federal funding availability, as stated in Section Four (4) in this Agreeme nt. CONTRACTOR further
understands that this Agreement is subject to any restrictions, limitations or enactments of all legislative
bodies which affect the provisions, term, or funding of this Agreement in any manner.
8.NON-ASSIGNMENT
Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties
under this Agreement without the prior written consent of the other party.
9.HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY’s request,
defend the COUNTY, its officers, agents, and employees from any and all costs and expenses (including
attorney’s fees and costs) , damages, liabilities, claims, and losses occurring or resulting to COUNTY in
connection with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or
employees under this Agreement, and from any and all costs and expenses (including attorney’s fees and
costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who
may be injured or damaged by the performance, or failure to perform, of CONTRACTOR, its officers,
agents, or employees under this Agreement.
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10.CONFLICT OF INTEREST
No officer, employee or agent of the COUNTY who exercises any function or responsibility
for planning and carrying out of the services provided under this Agreement shall have any direct or indirect
personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be employed
by the CONTRACTOR under this Agreement to fulfill any contractual obligations with the COUNTY. The
CONTRACTOR shall comply with all Federal, State of California and local conflict of interest laws, statutes
and regulations, which shall be applicable to all parties and beneficiaries under this Agreement and any
officer, employee, or agent of the COUNTY.
11.NON-DISCRIMINATION
During the performance of this Agreement CONTRACTOR shall not unlawfully discriminate
against any employee or applicant for employment, or recipient of services, because of ethnic group
identification, gender, gender identity, gender expression, sexual orientation, color, physical disability,
mental disability, medical condition, national origin, race, ancestry, marital status, religion, or religious
creed, pursuant to all applicable State of California and Federal statutes and regulations.
12.LIMITED ENGLISH PROFICIENCY
CONTRACTOR shall provide interpreting and translation services to persons participating in
CONTRACTOR’s services who have limited or no English language proficiency, including services to
persons who are deaf or blind. Interpreter and translation services shall be provided as necessary to a llow
such participants meaningful access to the programs, services and benefits provided by CONTRACTOR.
Interpreter and translation services, including translation of CONTRACTOR’s “vital documents” (those
documents that contain information that is critical for accessing CONTRACTOR’s services or are required
by law) shall be provided to participants at no cost to the participant. CONTRACTOR shall ensure that any
employees, agents, subcontractor, or partners who interpret or translate for a program participant, or who
directly communicate with a program participant in a language other than English, demonstrate proficiency
in the participants’ language and can effectively communicate any specialized terms and concepts peculiar
to CONTRACTOR’s services.
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13.CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND
VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
A.COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of State
funds under the terms of this Agreement. By signing this Agreement, CONTRACTOR agrees to notify
COUNTY of any past, present, or future Federal suspension or debarment. By signing this Agreement,
CONTRACTOR attests to the best of its knowledge and belief, that it and its principals:
1)Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded by any Federal department or agency; and
2)Shall not knowingly enter into any covered transaction with an entity or person
who is proposed for debarment under Federal regulations, debarred, suspended, declared ineligible, or
voluntarily excluded from participation in such transaction.
B.CONTRACTOR shall provide immediate written notice to COUNTY if at any time
during the term of this Agreement CONTRACTOR learns that the representations it makes above were
erroneous when made or have become erroneous by reason of changed circumstances.
C.CONTRACTOR shall include a clause titled “Certification Regarding Debarment,
Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transactions” and similar in
nature to this paragraph in all lower tier covered transactions and in all solicitations for lower tier cove red
transactions.
D.CONTRACTOR shall, prior to soliciting or purchasing goods and services in excess
of $25,000 funded by this Agreement, review and retain the proposed vendor’s suspension and
debarment status at https://www.sam.gov/SAM/.
14.CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement shall be in strict
conformance with all applicable Federal, State of California and/or local laws and regulations relating to
confidentiality.
15.DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent
disclosure of COUNTY data including sensitive or personal client information; abuse of COUNTY
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resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into a
contractual relationship with COUNTY for the purpose of providing services under this Agreement must
employ adequate data security measures to protect the confidential information provided to
CONTRACTOR by COUNTY, including but not limited to the following:
A.CONTRACTOR-Owned Mobile/Wireless/Handheld Devices may not be
connected to COUNTY networks via personally owned mobile, wireless or handheld devices, except
when authorized by COUNTY for telecommuting and then only if v irus protection software currency
agreements are in place, and if a secure connection is used.
B.CONTRACTOR-Owned Computers or Computer Peripherals may not brought into
COUNTY for use, including and not limited to mobile storage devices, without prior au thorization from
COUNTY’s Chief Information Officer or her designee. Data must be stored on a secure server approved
by COUNTY and transferred by means of a VPN (Virtual Private Network) connection, or another type of
secure connection of this type if any data is approved to be transferred.
C.County-Owned Computer Equipment – CONTRACTOR or anyone having an
employment relationship with COUNTY may not use COUNTY computers or computer peripherals on
non-COUNTY premises without prior authorization from COUNTY ’s Chief Information Officer or her
designee.
D.CONTRACTOR may not store COUNTY’s private, confidential or sensitive data
on any hard-disk drive.
E.CONTRACTOR are responsible to employ strict controls to insure the integrity
and security of COUNTY’s confidential information and to prevent unauthorized access to data
maintained in computer files, program documentation, data processing systems, data files and data
processing equipment which stores or processes COUNTY data internally and externally.
F.Confidential client information transmitted to one party by the other by means of
electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128
BIT or higher. Additionally, a password or pass phrase must be utilized.
G.CONTRACTOR are responsible to immediately notify COUNTY of any breaches
or potential breaches of security related to COUNTY’s confidential information, data maintained in
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computer files, program documentation, data processing systems, data files and data p rocessing
equipment which stores or processes COUNTY data internally or externally.
H.The requirements in this Data Security provision shall apply to CONTRACTOR’s
subcontractors, if any.
16.PROPERTY OF COUNTY
CONTRACTOR agrees to take reasonable and prudent steps to ensure the security of
any and all said hardware and software provided to it by COUNTY under this Agreement, to maintain
replacement-value insurance coverages on said hardware and software of like kind and quality
approved by COUNTY.
All purchases over Five Thousand Dollars ($5,000) made during the life of this
Agreement that will outlive the life of this Agreement shall be identified as fixed assets with an assigned
Fresno County DSS Accounting Inventory Number. These fixed assets sha ll be retained by COUNTY,
as COUNTY property, in the event this Agreement is terminated or upon expiration of this Agreement.
CONTRACTOR agrees to participate in an annual inventory of all COUNTY fixed assets and shall be
physically present when fixed assets are returned to COUNTY possession at the termination or
expiration of this Agreement. CONTRACTOR is responsible for returning to COUNTY all COUNTY
owned fixed assets upon the expiration or termination of this Agreement.
17.INDEPENDENT AUDIT
A.COUNTY reserves the right to perform or cause to be performed a financial audit. At
COUNTY’s request, the CONTRACTOR shall provide, at its own expense, a financial audit prepared by a
certified public accountant.
1)If a financial audit is required by COUNTY, the audit shall be performed by an
independent certified public accountant.
2)The CONTRACTOR shall notify COUNTY of the auditor’s name and address
immediately after the selection has been made. The contract for the audit shall
allow access by COUNTY and State representatives to the independent auditor’s
working papers.
3)The CONTRACTOR is responsible for the completion of audits and all costs of
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preparing audits.
4)The completed audit report shall be submitted by the auditor to COUNTY within
three business days of completion.
5)If there are audit findings, the CONTRACTOR must submit a detailed response
acceptable to COUNTY for each audit finding within 90 days from the date of the
audit finding report.
B.Failure to comply with the above provision may result in COUNTY performing the
necessary audit tasks or contracting with a qualified accountant to perform said audit. All audit costs related
to this Agreement are the sole responsibility of CONTRACTOR who agrees to take corrective action to
eliminate any material noncompliance or weakness found as a result of such audit. Audit work performed
by COUNTY under this paragraph shall be billed to CONTRACTOR at COUNTY cost, as determined by
COUNTY’s Auditor-Controller/Treasurer-Tax Collector.
18.AUDITS AND INSPECTIONS
The CONTRACTOR shall at any time during business hours, and as often as the COUNTY
may deem necessary, make available to the COUNTY for examination all of its records and data with
respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the
COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure
CONTRACTOR's compliance with the terms of this Agreement.
CONTRACTOR shall make available all records and accounts for inspection and audit by
COUNTY, the State of California, the Comptroller General of the United States, a Federal Grantor Agency,
or any of their duly authorized representatives, at all reasonable times for a period of at least five (5) years
following final payment under this Agreement or the closure of all other pending matters, whichever is later.
In addition, CONTRACTOR shall cooperate and participate with COUNTY’s fiscal review
process and comply with all final determinations rendered by the COUNTY’s fiscal review process. If
COUNTY reaches an adverse decision regarding CONTRACTOR’s services to consumers, it may result in
the disallowance of payment for services rendered; or in additional controls to the delivery of services, or in
the termination of this Agreement, at the discretion of COUNTY’s DSS Director or designee. If as a result of
COUNTY’s fiscal review process a disallowance is discovered due to CONTRACTOR’s deficiency,
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CONTRACTOR shall be financially liable for the amount previously paid by COUNTY to CONTRACTOR
and this disallowance will be adjusted from CONTRACTOR’s future payments, at the discretion of
COUNTY’s DSS Director or designee. In addition, COUNTY shall have the sole discretion in the
determination of fiscal review outcomes, decisions and actions.
19.FRATERNIZATION
CONTRACTOR shall establish procedures addressing fraternization between
CONTRACTOR’s staff and clients. Such procedures will include provisions for informing CONTRACTOR’s
staff and clients regarding fraternization guidelines.
20.CHARITABLE CHOICE
CONTRACTOR may not discriminate in its program delivery against a client or potential
client on the basis of religion or religious belief, a refusal to hold a religious belief, or a refusal to actively
participate in a religious practice. Any specifically religious activity or service made available to individuals
by the CONTRACTOR must be voluntary as well as separate in time and location from COUNTY funded
activities and services. CONTRACTOR shall inform COUNTY as to whether it is faith-based. If
CONTRACTOR identifies as faith-based, they must submit to DSS a copy of its policy on referring
individuals to alternate treatment CONTRACTOR, and include a copy of this policy in their client admission
forms. The policy must inform individuals that they may be referred to an alternative provider if they object
to the religious nature of the program, and include a notice to DSS. Adherence to this policy will be
monitored during site reviews, and a review of client files. If CONTRACTOR identifies as faith-based, by
July 1 of each year CONTRACTOR will be required to report to DSS the number of individuals who
requested referrals to alternate providers based on religious objection.
21.GRIEVANCES
CONTRACTOR shall establish procedures for handling client complaints and/o r
grievances. Such procedures will include provisions for informing clients of their rights to a State
Hearing to resolve such issues.
22.PROHIBITION ON PUBLICITY
None of the funds, materials, property or services provided directly or indirectly under this
Agreement shall be used for CONTRACTOR’s advertising, fundraising, or publicity (i.e., purchasing of
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tickets/tables, silent auction donations, etc.) for the purpose of self-promotion. Notwithstanding the above,
publicity of the services described in Paragraph One (1) of this Agreement shall be allowed as necessary to
raise public awareness about the availability of such specific services when approved in advance by the
Director or designee and at a cost as provided in Exhibit B for such items as written/printed materials, the
use of media (i.e., radio, television, newspapers) and any other related expense(s).
23. PUBLIC INFORMATION
CONTRACTOR shall disclose COUNTY as a funding source in all public information and
program materials developed in support of contracted services.
24. NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY CONTRACTOR
Director, COUNTY OF FRESNO Chief Executive Officer
Department of Social Services Jay Sai Inc., DBA Super 8
P.O. Box 1912 3142 S. Highland Ave,
Fresno, CA 93718-1912 Selma, CA 93662
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
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including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
25.GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in Fresno
County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
26.INTERPRETATION OF LAWS AND REGULATIONS
COUNTY reserves the right to make final interpretations or clarifications on issues
relating to Federal and State laws and regulations, to ensure compliance.
27.COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
CONTRACTOR shall, and shall cause its consultants, subrecipients, contractors, and
subcontractors to, comply with all applicable State and Federal laws and regulations governing this
Agreement.
A. Whenever the CONTRACTOR uses the services of a contractor, the CONTRACTOR
shall require that the contractor comply with all Federal, State an d local laws, ordinances, regulations
and Fresno County Charter provisions applicable in the performance of their work.
B. This Agreement is subject to the requirements of Section 3 of the Housing and Urban
Development Act of 1968, as amended, 12 U.S.C. 1701(u). Accordingly, the CONTRACTOR shall
require the prime contractor to complete and submit documentation prior to award of the construction
contract and upon Project completion that compliance with the Section 3 clause has been met.
C. Non-Discrimination: The CONTRACTOR agrees to comply with the non-discrimination
in employment and contracting opportunities laws, regulations, and executive orders referenced in 24
CFR 570.607, as revised by Executive Order 13279. The applicable non -discrimination provisions in
Section 109 of the Housing and Community Development Act of 1974 are still applicable.
D. Because the CONTRACTOR is receiving at least $100,000 for this Project from the
COUNTY's CDBG Program under this Agreement, the CONTRACTOR shall complete and submit to the
County Community Development Division a "Certification of Payments to Influence Federal
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Transactions" form and a "Standard Form LLL - Disclosure of Lobbying Activities" form. Likewise,
before the CONTRACTOR awards a contract using at least $100,000 of such CDBG funds, the
CONTRACTOR shall require the consultant and/or contractor and all their sub -consultants and/or
subcontractors to complete and submit these two (2) forms described hereinabove to both the
CONTRACTOR and the COUNTY.
E. Records Retention: The CONTRACTOR shall retain all financial records, supporting
documents, statistical records and all other records pertinent to this Agreement for a period of four (4)
years from the date of the submission of the COUNTY's consolidated annual performance and
evaluation report to HUD in which the activities assisted under this Agreement are reported on for the
final time. If there is litigation, claims, audits, negotiations or other actions that involve any of the
records cited and that have started before the expiration of the four-year record retention period, such
records must be retained until completion of the actions and resolution of all issues, or the expiration of
the four-year period, 4 whichever occurs later (24 CFR 570.502, 570.503(b)(2), 570.506).
F. Uniform Administrative Requirements: The CONTRACTOR shall comply with
applicable Uniform Administrative Requirements, as described in 24 CFR 570.502.
G. Other Program Requirements: The CONTRACTOR shall comply with CDBG program
requirements described in 24 CFR 570.600 – 615 not otherwise mentioned in this Agreement, except
that the District does not assume the COUNTY’s responsibilities described at 24 CFR 570.604 or 24
CFR 52.
H. Faith-Based Organizations: The CONTRACTOR agrees that funds provided under this
Agreement will not be utilized for inherently religious activities such as worship, religious instructions or
proselytization, and that the CONTRACTOR will comply with all requirements of 24 CFR 570.200(j) and
5.109.
28.CHANGE OF LEADERSHIP/MANAGEMENT
In the event of any change in the status of CONTRACTOR’s leadership or management,
CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from the date of change.
Such notification shall include any new leader or manager’s name, address and qualifications. “Leadership
or management” shall include any employee, member, or owner of CONTRACTOR who either a) directs
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individuals providing services pursuant to this Agreement, b) exercises control over the manner in which
services are provided, or c) has authority over CONTRACTOR’s finances.
29.LOBBYING AND POLITICAL ACTIVITY
None of the funds provided under this Agreement shall be used for publicity, lobbying or
propaganda purposes designed to support or defeat legislation pending in the Congress of the United
States of America or the Legislature of the State of California.
CONTRACTOR shall not directly or indirectly use any of the funds under this Agreement for
any political activity or to further the election or defeat of any candidate for public office.
30.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes
its status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
is a party and in which one or more of its directors has a mate rial financial interest. Members of the
Board of Directors shall disclose any self -dealing transactions that they are a party to by completing and
signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and incorporated
herein by reference, and submitting it to the COUNTY prior to commencing with the self -dealing
transaction or immediately thereafter.
31.SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of any
one provision in the Agreement shall not affect the other provisions.
32.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the CONTRACTOR and
COUNTY with respect to the subject matter hereof and supersedes all previous Agreement negotiations,
proposals, commitments, writings, advertisements, publications, and understanding of any nature
whatsoever unless expressly included in this Agreement.
IN WITNESS WHEREOF, the pa rties hereto have exec ut ed thi s Ag reement as of the day and year
2 first herein a bove written .
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4 CONTRACTOR:
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Jay Sai Inc., OBA Super 8
By: UR7~
Print Na ,e:~ ;.?~
9 Ti tle : __ C=f..,_D=----------
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Ka lpana Ramesh P anchal
Chie f Executive Officer
~· By :--~=-"--+----------
Title : 0
Rameshbhai Bhagubhai Panchal
Chief Financial O fficer
Mailing Address :
20 3142 S. Highland Ave.
Selma, CA 93662
21 Contact: Rameshbhai Bhagubhai Panchal
22
FOR ACCOUNTING US E ONLY:
23
Account No.: 7 295
24 ORG No.: 56107001
Fund/Subclass : 0001/10000
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27 DEN :rm
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COUNTY OF FRESNO
Steve Brandau , Chairman of the Board of
Supervisors of the County of Fresno
A TTEST :
Bernice E . Seidel
Clerk of t he Board of Supervisors
County o f Fresno, State of California
By d.MI 4:J
De
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Exhibit A
Page 1 of 2
SUMMARY OF SERVICES
ORGANIZATION: Jay Sai Inc, DBA Super 8
ADDRESS: 3142 S. Highland Ave., Selma CA. 93662
TELEPHONE: (559)260-7011
CONTACT: Rameshbhai Bhagubhai Panchal
EMAIL: super8m2127@gmail.com
CONTRACT: Homeless Shelter Services
CONTRACT TERM: March 1, 2021 through June 30, 2021
DESCRIPTION OF SERVICES
Super 8 (“CONTRACTOR”) will provide rooms for homeless individuals in the Selma area. The
maximum number of rooms will decrease each month as sheltered individuals are moved out
each month. Services are intended to provide a safe environment for homeless individuals
during the COVID-19 State of Emergency.
COUNTY RESPONSIBILITIES
County will:
•Comply with all applicable State, Federal and local laws and regulations governing
projects that use Federal Funds.
CONTRACTOR RESPONSIBILITIES
CONTRACTOR will:
•Provide a maximum of 30 rooms in March.
•Provide a maximum of 23 rooms in April.
•Provide a maximum of 16 rooms in May.
•Provide a maximum of 9 rooms in June, with occupancy ending June 30th.
•At month’s end, bill to COUNTY for the sum of actual daily occupancy for the month.
COUNTY will reimburse for actual occupied rooms only.
•Allow guests to enter Super 8 with their partners and/or children and possessions; pets
will not be allowed.
•Allow security, provided by Pacific Valley Patrol, to patrol the motel and grounds and
maintain guest security.
•Ensure compliance with local, state, and federal public health directives, including
practicing social distancing, limiting guest travel, and ensuring ill staff do not report to
work.
•Set aside private rooms away from groups of people for individuals that are ill.
•Ensure compliance with the Americans with Disabilities Act (ADA) to accommodate
people with disabilities.
•Ensure security protocols are in place for emergency incidents, including but not limited
to medical emergencies and communicable disease.
•Establish protocols to handle both suspected and confirmed cases of COVID-19.
•Publicly display proper hygiene recomme ndations throughout each facility.
Exhibit A
Page 2 of 2
• Comply with all rules and regulations in accordance with 24 CFR part 570 – Community
Development Block Grants.
• Shall, and shall cause its consultants, subrecipients, contractors, and subcontractors to,
comply with all applicable State and Federal laws and regulations governing this
Agreement.
• Whenever the CONTRACTOR uses the services of a sub-contractor, the CONTRACTOR
shall require that the sub-contractor comply with all Federal, State and local laws,
ordinances, regulations and Fresno County Charter provisions applicable in the
performance of their work.
• This Agreement is subject to the requirements of Section 3 of the Housing and Urban
Development Act of 1968, as amended, 12 U.S.C. 1701(u). Accordingly, the
CONTRACTOR shall require the prime contractor to complete and submit
documentation prior to award of the construction contract and upon Project completion
that compliance with the Section 3 clause has been met.
• Non-Discrimination: The CONTRACTOR agrees to comply with the non-discrimination in
employment and contracting opportunities laws, regulations, and executive orders
referenced in 24 CFR 570.607, as revised by Executive Order 13279. The applicable
non-discrimination provisions in Section 109 of the Housing and Community
Development Act of 1974 are still applicable.
• Because the CONTRACTOR is receiving at least $100,000 for this Project from the
COUNTY's CDBG Program under this Agreement, the CONTRACTOR shall complete
and submit to the County Community Development Division a "Certification of Payments
to Influence Federal Transactions" form and a "Standard Form LLL - Disclosure of
Lobbying Activities" form. Likewise, before the awards a contract using at least
$100,000 of such CDBG funds, the CONTRACTOR shall require the consultant and/or
sub-contractor and all their sub-consultants and/or subcontractors to complete and
submit these two (2) forms described hereinabove to both the CONTRACTOR and the
COUNTY.
• Records Retention: The CONTRACTOR shall retain all financial records, supporting
documents, statistical records and all other records pertinent to this Agreement for a
period of four (4) years from the date of the submission of the COUNTY's consolidated
annual performance and evaluation report to HUD in which the activities assisted under
this Agreement are reported on for the final time. If there is litigation, claims, audits,
negotiations or other actions that involve any of the records cited and that have started
before the expiration of the four-year record retention period, such records must be
retained until completion of the actions and resolution of all issues, or the expiration of the
four-year period, whichever occurs later (24 CFR 570.502, 570.503(b)(2), 570.506).
• Uniform Administrative Requirements: The CONTRACTOR shall comply with applicable
Uniform Administrative Requirements, as described in 24 CFR 570.502.
• Other Program Requirements: The CONTRACTOR shall comply with CDBG program
requirements described in 24 CFR 570.600 – 615 not otherwise mentioned in this
Agreement, except that the District does not assume the COUNTY’s responsibilities
described at 24 CFR 570.604 or 24 CFR 52.
• Faith-Based Organizations: The CONTRACTOR agrees that funds provided under this
Agreement will not be utilized for inherently religious activities such as worship, religious
instructions or proselytization, and that the CONTRACTOR will comply with all
requirements of 2 CFR 570.200(j) and 5.109.”
Exhibit B
Page 1 of 1
BUDGET SUMMARY
ORGANIZATION: Jay Sai, Inc. DBA Super 8
ADDRESS: 3142 S. Highland Ave., Selma CA. 93662
TELEPHONE: (559) 260-7011
CONTACT: Rameshbhai Bhagubhai Panchal
EMAIL: super8m2127@gmail.com
CONTRACT: Homeless Shelter Services
CONTRACT TERM: March 1, 2021 through June 30, 2021
CONTRACT TOTAL: $155,090
Budget
Motel Rental/Lease: Amount
March - $65 per room/night, up to 30 rooms $60,450
April - $65 per room/night, up to 23 rooms $44,850
May - $65 per room/night, up to 16 rooms $32,240
June - $65 per room/night, up to 9 rooms $17,550
Maximum Budget $155,090
Exhibit C
Page 1 of 2
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”),
must disclose any self -dealing transactions that they are a party t o while providing goods,
performing services, or both for the County. A self -dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self -dealing transaction that is being disclosed to
the County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the
transaction; and
b. The nature of the material financial interest in the Corporation’s transaction that
the board member has.
(4) Describe in detail why the self -dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self -dealing
transaction described in Sections (3) and (4).
Exhibit C
Page 2 of 2
(1) Company Board Member Information:
Name: Date:
Job
Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations
Code 5233 (a):
(5) Authorized Signature
Signature: Date: