HomeMy WebLinkAboutAgreement A-21-318 with BHC.pdf-1 -
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FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT (hereinafter “Amendment”) 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 “COUNTY”), and Fresno Building Healthy
Communities (Fresno BHC), a California non-profit corporation, whose address is 367 North Fresno
Street, Fresno, California, 93702 (hereinafter “CONTRACTOR”).
WITNESSETH:
WHEREAS, COUNTY and CONTRACTOR entered into Agreement number D-20-524, dated
December 28, 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 immigrants and refugees, agricultural and food process workers,
other essential workers and people of color; and
WHEREAS CONTRACTOR has provided such services, including through execution and
oversight of 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, COUNTY and CONTRACTOR now desire to amend the Agreement in order to
extend the length of the Agreement, add the provision of COVID vaccine support, 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
vaccine support 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-20-524
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-20-524
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 3, lines 15 through 20, is deleted in
Agreement No. 21-318
10th Aug.
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its entirety and replaced with the following:
"3. TERM
The term of this Agreement shall be effective December 31, 2020 through and including
December 31, 2021."
4.That Section 5.B. of the Agreement, located on page 4, line 26 through page 5, line 1 is
deleted in its entirety and replaced with the following:
“B. In no event shall services performed under this Agreement by CONTRACTOR
be in excess of $ 6,090,965 (Six Million Ninety Thousand Nine Hundred and Sixty-Five 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.”
5.That the following language be inserted in Section 5.D. of the Agreement, on page 5, at
the end of line 8:
“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 amount. Upon
completion of the monthly report, COUNTY shall pay CONTRACTOR the withheld amount.”
6.That the following language be inserted in Section 13, page 9, beginning on line 28:
“C. 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
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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.”
7.That Section 19.A. of the Agreement, located on page 21, lines 13 through 23 is deleted
in its entirety and replaced with the following:
“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: 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.”
8.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 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
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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.
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 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.
//
//
1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and
2 year first hereinabove written .
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FRESNO BUILDING HEAL THY
c~.
(Authorized Signature)
Sandra Celedon, President and CEO
8 Print Name & Title
9 367 N First St
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Fresno , CA 93702
Mailing Address
18 FOR ACCOUNTING USE ONLY :
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Fund :0001
Subclass : 10000
ORG :56201019 ;56201018
Accoun t:7295
COUNTY<l 0
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
By : ~du~.t\Q-..., •:,-=~-==~~.J_ __ _
Dep~
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