HomeMy WebLinkAboutAgreement A-21-316 with Fresno EOC.pdf- 1 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT (hereinafter “Amendment”) is made and entered
into this ___ day of _____, 2021, by and between COUNTY OF FRESNO, a Political Subdivision of
the State of California, Fresno, California (hereinafter “COUNTY”), and Fresno Economic
Opportunities Commission, a California non-profit organization, whose address is 1920 Mariposa Mall
Suite 330, Fresno, California, 93721 (hereinafter “CONTRACTOR”).
WITNESSETH:
WHEREAS, COUNTY and CONTRACTOR entered into Agreement number D-20-297, dated
August 7, 2020 (hereinafter “Agreement”), pursuant to which CONTRACTOR agreed to provide equity-
focused community health outreach and support services to address the needs of COUNTY’s
vulnerable populations including migrants, food and farmworkers, other essential workers and people
of color; and
WHEREAS CONTRACTOR has provided such services, including through execution and
oversight of various subcontracts with local community benefit organizations skilled in the provision of
such services and possessing unique community ties to vulnerable population groups to advance
health equity throughout the pandemic; and
WHEREAS, the parties have extended the Agreement for two six-month period through
December 31, 2021 as provided for in the Agreement; and
WHEREAS, COUNTY and CONTRACTOR now desire to amend the Agreement in order to
extend the length of the Agreement, add the provision of COVID vaccination services, influenza and/or
other communicable diseases support services, increase the total compensation amount to
accommodate the provision of existing services through December 31, 2021 and the addition of
COVID vaccinations services, and to enact certain required federal funding terms and conditions.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, COUNTY and CONTRACTOR agree as follows:
1.That all references to “Exhibit A” in existing COUNTY Agreement number D-20-297
shall be changed to read, “Revised Exhibit A”, attached hereto and incorporated herein by reference.
2.That all references to “Exhibit B” in existing COUNTY Agreement number D-20-297
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Agreement No. 21-316
10th Aug.
- 2 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
shall be changed to read, “Revised Exhibit B”, attached hereto and incorporated herein by reference.
3. That Section 3 of the Agreement, located on page 2, lines 16 through 22, is deleted in
its entirety and replaced with the following:
"3. TERM
The term of this Agreement shall commence upon execution and shall continue until
December 31, 2021.”
4. That the following language be inserted in Section 1, page 2, beginning on line 5:
“D. CONTRACTOR shall require its subcontractors pursuant to this Agreement to
indemnify the COUNTY as set forth in the first paragraph of section nine (9); to carry insurance,
naming the County of Fresno as additional insured, as set forth in section ten (10) of this Agreement;
to pay back to COUNTY advance payments deemed in excess of actual costs, as set forth in section
five, subsection C (5.C.) of this Agreement; to comply with the invoicing and documentation provisions,
as set forth in section five (5) of this Agreement; to comply with the Audits and Inspections provisions,
as set forth in section eleven (11) of this Agreement; to comply with the Single Audit Clause
provisions, as set forth in section eleven, subsection C (11.C.) of this Agreement, to comply with the
Health Insurance Portability and Accountability Act provisions, as set forth in section twelve (12) of this
Agreement; to comply with the Data Security provisions, as set forth in section thirteen (13) of this
Agreement; to comply with the Non-Discrimination provisions, as set forth in section fourteen (14) of
this Agreement; and to comply with the Certification Regarding Debarment, Suspension, Ineligibility
and Voluntary Exclusion-Lower Tier Covered Transactions provisions, the Property of County
provisions, the Prohibition on Publicity, the Conflict of Interest provisions, and Lobbying Activity
provisions, as set forth in sections twenty (20), twenty-one (21), twenty-two (22), twenty-three (23) and
twenty-five (25) of this Agreement.”
5. That Section 5.A of the Agreement, located on page 3, lines 21 through 27, is deleted in
its entirety and replaced with the following:
“A. COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
compensation at the rates as identified in Exhibit B, attached hereto and incorporated herein by this
reference. CONTRACTOR shall submit monthly invoices by the thirtieth (30th) working day of each
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
- 3 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
month for the prior month’s services using a template to be provided by COUNTY with full appropriate
supporting documentation (e.g., activity logs, receipts, invoices) to the County of Fresno, Department
of Public Health, COVID Response, P.O. Box 11867, Fresno, CA 93775, Attention: Business Office or
dphboap@fresnocountyca.gov.”
6. That Section 5.B. of the Agreement, located on page 3, line 28 through page 4, line 3 is
deleted in its entirety and replaced with the following:
"B. In no event shall services performed under this Agreement by Fresno Economic
Opportunities Commission be in excess of $2,951,732 (Two Million Nine Hundred Fifty-One Thousand
Seven Hundred and Thirty-Two Dollars) during the term of this Agreement. It is understood that all
expenses incidental to CONTRACTOR’s performance of services under this Agreement shall be borne
by CONTRACTOR."
7. That Section 5.C. of the Agreement, located on page 4, line 4 through 11, is deleted in
its entirely and replaced with the following:
“C. CONTRACTOR may request an advance payment of up to 20% of the
maximum compensation. CONTRACTOR shall reconcile the advance payment with full, appropriate
supporting documentation for all expenses incurred. The Director or his or her designee may make a
determination of an appropriate date of reconciling the remaining advance payment funds.”
8. That the following language is inserted in Section 5.D. of the Agreement, located on
page 4, at the end of line 14:
“CONTRACTOR shall submit monthly quantitative reports with key metrics (e.g.,
number of people receiving education and outreach, number of vaccine/testing events supported,
number of vaccine/testing events hosted) using the REDCap database or a system agreed by the
COUNTY no later than receipt of the monthly invoice. COUNTY shall withhold ten percent (10%) of the
CONTRACTOR’s invoiced amount when monthly metric reports are not completed.
CONTRACTOR’s monthly invoices shall demonstrate a ten percent (10%) withholding from
subcontractors when monthly metric reports are not completed by the subcontractors or
CONTRACTOR. COUNTY will assess each invoice and determine if the ten percent (10%)
withholding will be applied to subcontractor level costs and/or to CONTRACTOR’s total invoiced
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
- 4 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
amount. Upon completion of the monthly report, COUNTY shall pay CONTRACTOR the withheld
amount.”
9. That the following language shall be inserted in Section 10, page 7, beginning
on line 6:
“CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may
be necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation
under this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.”
10.That the following language be inserted in Section 11, page 8, beginning on line 21:
“E. 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 Director of
Public Health Director or designee. If as a result of COUNTY’s fiscal review process a disallowance is
discovered due to CONTRACTOR’s deficiency, 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 Director of Public Health or
designee. In addition, COUNTY shall have the sole discretion in the determination of fiscal review
outcomes, decisions and actions."
11.That the following sections be added to the Agreement on page 20, beginning on line
13:
“20. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS:
A. COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of
Federal funds under the terms of this Agreement. By signing this Agreement, CONTRACTOR agrees
to comply with applicable Federal suspension and debarment regulations, including but not limited to:,
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
- 5 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29 CFR 97.35, 29 CFR 1470.35, 41 CFR 105-71.135, and Executive Order 12549. 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
covered 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://sam.gov/SAM/.
21. 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 remain contractual obligations after the termination or expiration of this Agreement shall be
identified as fixed assets with an assigned Fresno County Department of Public Health Accounting
Inventory Number. These fixed assets shall 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 a CONTRACTOR’s representative
shall be physically present when fixed assets are returned to COUNTY possession at the termination
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
- 6 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
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.
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 tickets/tables, silent auction donations, etc.) for the purpose
of self-promotion. Notwithstanding the above, publicity of the services described in the Obligations of
the Contractor section 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 COUNTY’s Director
of Public Health or designee for such items as written/printed materials, the use of media (i.e., radio,
television, newspapers) and any other related expense(s).
23. 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. 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.
24. 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 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.
25. LOBBYING 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.
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
- 7 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
26. STATE ENERGY CONSERVATION: CONTRACTOR must comply with the mandatory
standard and policies relating to energy efficiency, which are contained in the State Energy
Conservation Plan issued in compliance with 42 United States (US) Code sections 6321, et. seq.
27. CLEAN AIR AND WATER: In the event the funding under this Agreement exceeds One
Hundred Thousand and No/100 Dollars ($100,000), CONTRACTOR shall comply with all applicable
standards, orders or requirements issued under the Clean Air Act contained in 42 U.S. Code 7601 et
seq; the Clean Water Act contained in U.S. Code 1368 et seq.; and any standards, laws and
regulations, promulgated thereunder. Under these laws and regulations, CONTRACTOR shall assure:
a. No facility shall be utilized in the performance of the Agreement that has been listed on
the Environmental Protection Agency (EPA) list of Violating Facilities;
b. COUNTY shall be notified prior to execution of this Agreement of the receipt of any
communication from the Director, Office of Federal Activities, U.S. EPA indicating that a
facility to be utilized in the performance of this Agreement is under consideration to be
listed on the EPA list of Violating Facilities;
c. COUNTY and U.S. EPA shall be notified about any known violation of the above laws
and regulations; and,
d. This assurance shall be included in every nonexempt subgrant, contract, or
subcontract.”
COUNTY and CONTRACTOR agree that this Amendment is sufficient to amend the
Agreement and, that upon execution of this Amendment, the Agreement and this Amendment together
shall be considered the Agreement.
The parties agree that this Amendment may be executed by electronic signature as provided in
this section. An “electronic signature” means any symbol or process intended by an individual signing
this Amendment to represent their signature, including but not limited to (1) a digital signature; (2) a
faxed version of an original handwritten signature; or (3) an electronically scanned and transmitted (for
example by PDF document) of a handwritten signature. Each electronic signature affixed or attached
to this Amendment (1) is deemed equivalent to a valid original handwritten signature of the person
signing this Amendment for all purposes, including but not limited to evidentiary proof in any
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
- 8 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
administrative or judicial proceeding, and (2) has the same force and effect as the valid original
handwritten signature of that person. The provisions of this section satisfy the requirements of Civil
Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
Part 2, Title 2.5, beginning with section 1633.1). Each party using a digital signature represents that it
has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a),
paragraphs (1) through (5), and agrees that each other party may rely upon that representation. This
Amendment is not conditioned upon the parties conducting the transactions under it by electronic
means and either party may sign this Amendment with an original handwritten signature.
The Agreement, as hereby amended, is ratified and continued. All provisions, terms,
covenants, conditions and promises contained in the Agreement and not amended herein shall remain
in full force and effect.
///
//
//
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and
2 year first hereinabove written.
3
4
5
6
7
FRESNO ECONOMIC OPPORTUNITIES
COMMISSION
{!ki/4 ~$
(Authorized Signature)
Em ilia Reves Chief Executive Officer
8 Print Name & Title
9 1920 Mariposa Street Su ite 300
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Fresno , CA 93721
Mailing Address
FOR ACCOUNTING USE ONLY :
Fund :0001
Subclass : 10000
ORG :56201019 ; 56201018
Account:7295
- 9 -
Steve Brandau , Chairman of the Board
of Supervisors of the County of Fresno
ATTEST:
Bernice E . Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
Doc ID: dad1ada9d625373eac5852925268844659f19ce1
REVISED EXHIBIT B COVID-19 Equity Project (Contract #D-20-297)
LEAD AGENCY: Fresno EOC
Budget: July 2020 through December 2021 Total
Coalition Program Director 57,136
Coalition Program Coordinator 33,319
Administrative Assistant 20,766
Coalition Data Coordinator 16,875
CI/CT/CHW/Resource Specialists 545,283
Clinical Personnel-Vaccine Clinic 93,750
Account Clerk 17,400
Finance Manager 21,000
Coalition Mental Health Professional 35,156
Sub-total 840,684$
Fringe 192,955$
Total Personnel 1,033,640$
Supplies (office, printing, etc.)41,453
Travel/Mileage 5,558
Outreach/Education/Marketing 269,943
Communications 22,992
Supply transport Rental (Program)5,786
Community Transportation 5,850
Mobile Hotspot Device 13,520
Computers 40,933
Program Supplies 18,885
Staff Supplies 22,090
Vaccine Clinic Supplies 112,500
Community Medical Supplies 110,493
PPE & cleaning supplies 125,570
Consultants,licensed & unlicensed 207,375
Vaccine Clinic Facilities Rental 86,250
Liability Insurance 1,875
Software (Scheduling, Cloud)1,875
Equipment 4,500
Employee Training 3,750
Biohazard Waste Disposal 2,048
Interpretation & Translation 1,500
Total Operating 1,104,746
Direct Costs 2,138,385
Indirect Costs @ 10%212,670
Total Direct and Indirect 2,351,055
African American Clergy Taskforce 38,941
Cultural Brokers, Inc.180,211
West Fresno Family Resource Center 132,440
Take a Stand 98,528
Fresno Metro Black Chamber of Commerce 150,557
Total Other Costs 600,677
Grand Total 2,951,732
Operating Costs
EOC Subcontracts
Personnel