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HomeMy WebLinkAboutAgreement A-21-435 with the County of Madera.pdfCOUNTY OF FRESNO Fresno, CA -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 AGREEMENT 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 the COUNTY OF MADERA, a Political Subdivision of the State of California, whose address is 200 W. Fourth Street, Suite 4200, Madera CA 93637-3548, hereinafter referred to as “SUBRECIPIENT.” W I T N E S S E T H: WHEREAS, COUNTY, through the Department of Social Services (DSS), is the Administrative Entity for California Emergency Solutions and Housing (CESH) grant funds for the Fresno Madera Continuum of Care (FMCoC) by the California Department of Housing and Community Development (HCD), as authorized by SB 850 (Chapter 48, Statues of 2018); and WHEREAS, CESH activities are part of a collaborative effort across jurisdictions to strengthen the community’s crisis response network to address the homelessness crisis in Fresno and Madera Counties; and WHEREAS, the FMCoC has need for a comprehensive homeless services plan to address the needs of the homeless population in Madera County; and WHEREAS, SUBRECIPIENT has the expertise and is willing to provide said services pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of their mutual covenants, terms, and conditions, hereinafter set forth, the sufficiency of which is acknowledged, the parties agree as follows: 1.OBLIGATIONS A. SUBRECIPIENT shall perform all services set forth in Exhibit A, Summary of Services, attached hereto and by this reference incorporated herein. B.SUBRECIPIENT shall maintain membership in the FMCoC. If, for any reason, this status is not maintained, the COUNTY may terminate this Agreement pursuant to Section Three (3) of this Agreement. C.SUBRECIPIENT shall be aware of, agree to, and comply with all State requirements governing the use of CESH funds; and all conditions in Exhibit B, COUNTY’s Agreement 19th October Agreement No. 21-435 COUNTY OF FRESNO Fresno, CA -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 No. 19-452, attached hereto and by this reference incorporated herein. Failure to comply with these requirements and conditions may result in termination of this Agreement pursuant to Section Three (3) of this Agreement. Required conditions include, but are not limited to: 1)Perform the work in accordance with Federal, State and Local housing and building codes, as applicable. 2)Maintain at least the minimum State-required worker’s compensation for those employees who will perform the work or any part of it. 3)Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the SUBRECIPIENT or any Subcontractor in performing the Work or any part of it. 4)Agree to include all the terms of this Agreement and Exhibit B in each subcontract. 2.TERM This Agreement shall commence on October 19, 2021 through and including February 28, 2023. 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 SUBRECIPIENT thirty (30) days advance written notice. B.Breach of Contract- COUNTY may immediately suspend or terminate this Agreement in whole or in part, where in the determination of COUNTY there is: 1)An illegal or improper use of funds; 2)A failure to produce a plan as defined in Exhibit A; 3)A failure to comply with any term of this Agreement; 4)A substantially incorrect or incomplete report submitted to COUNTY; 5) Improperly performed service. COUNTY OF FRESNO Fresno, CA -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 In no event shall any payment by COUNTY constitute a waiver by COUNTY of any breach of this Agreement or any default which may then exist on the part of SUBRECIPIENT. Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the breach or default. COUNTY shall have the right to demand of SUBRECIPIENT the repayment to COUNTY of any funds disbursed to SUBRECIPIENT under this Agreement, which in the judgment of COUNTY were not expended in accordance with the terms of this Agreement. SUBRECIPIENT 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 SUBRECIPIENT or COUNTY or COUNTY’s DSS Director, or designee, upon the giving of thirty (30) days advance written notice of an intention to terminate this Agreement. 4.COMPENSATION For actual services provided pursuant to the terms of the Agreement, COUNTY agrees to pay SUBRECIPIENT and SUBRECIPIENT agrees to receive compensation not to exceed Fifty Thousand and No/100 Dollars ($50,000). Payments by COUNTY shall be in arrears, for services provided during the preceding quarter, within forty-five (45) days after receipt, verification, and approval of SUBRECIPIENT’s invoices by COUNTY. It is understood that all expenses incidental to SUBRECIPIENT’s performance of services under this Agreement shall be borne by SUBRECIPIENT. If SUBRECIPIENT should fail to comply with any provisions of the Agreement, COUNTY shall be relieved of its obligation for further compensation. Any compensation which is not expended by SUBRECIPIENT pursuant to the terms and conditions of this Agreement shall automatically revert to COUNTY. The services provided by SUBRECIPIENT 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 SUBRECIPIENT. The amount of the deferred payment shall not exceed the amount of funding delayed by the State Controller to 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 COUNTY plus forty-five (45) days. COUNTY OF FRESNO Fresno, CA -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 5.INVOICING SUBRECIPIENT shall invoice COUNTY’s DSS at minimum by the tenth (10th) of the month following the end of each quarter commencing with the quarter ending December 31, 2021. Invoices shall be for expenditures incurred during the preceding quarter for services as described in Exhibit A, pursuant to the compensation provisions as stated in Section Four (4) of this Agreement to: DSSInvoices@fresnocountyca.gov. Payments by COUNTY’s DSS shall be in arrears, for actual services provided and expenses incurred during the billing cycle, within forty-five (45) days after receipt, verification, and approval of SUBRECIPIENT’s invoices by COUNTY’s DSS. All final claims for funding shall be submitted by SUBRECIPIENT within sixty (60) days following the final month of services. SUBRECIPIENT shall retain documentation for all payments to SUBCONTRACTOR reflecting services supported by the invoiced expenditures in a form and in such detail as acceptable to COUNTY’s DSS for the purpose of an audit. 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 SUBRECIPIENT. SUBRECIPIENT 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) 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 SUBRECIPIENT under this Agreement, it is mutually understood and agreed that SUBRECIPIENT, including any and all of SUBRECIPIENT’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 COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which SUBRECIPIENT shall perform its work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that COUNTY OF FRESNO Fresno, CA -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 SUBRECIPIENT is performing its obligations in accordance with the terms and conditions thereof. SUBRECIPIENT 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, SUBRECIPIENT shall have absolutely no right to employment rights and benefits available to COUNTY employees. SUBRECIPIENT shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, SUBRECIPIENT shall be solely responsible and save COUNTY harmless from all matters relating to payment of SUBRECIPIENT’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, SUBRECIPIENT may be providing services to others unrelated to COUNTY or to this Agreement. 7.MODIFICATION A.Any matters of this Agreement may be modified from time t o time by the written consent of all the parties without, in any way, affecting the remainder. B.SUBRECIPIENT agrees that reductions to the maximum compensation set forth in Section Four (4) of this Agreement may be necessitated by a reduction in funding from State or Federal sources. Any such reduction to the maximum compensation may be made with the written approval of COUNTY’s DSS Director or designee and SUBRECIPIENT. SUBRECIPIENT 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 SUBRECIPIENT shall not assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the prior written consent of COUNTY or COUNTY’s DSS Director or designee. COUNTY acknowledges and consents that SUBRECIPIENT will subcontract for the provision of services for this Agreement following Madera County procurement requirements and upon approval of COUNTY. SUBRECIPIENT shall bear sole and primary responsibility for all services COUNTY OF FRESNO Fresno, CA -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 under this Agreement, including services provided by SUBRECIPIENT’s subcontractors. SUBRECIPIENT shall require its subcontractors to comply with all terms and conditions of this Agreement, as well as all applicable State and Federal regulations. unless otherwise expressly agreed to in writing by COUNTY. The use of subcontractor by SUBRECIPIENT shall not entitle SUBRECIPIENT to any additional compensation than is provided for under this Agreement. 9.HOLD HARMLESS SUBRECIPIENT agrees to indemnify, save, hold harmless, and at COUNTY’s request, defend 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 SUBRECIPIENT, 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 SUBRECIPIENT, its officers, agents or employees under this Agreement. The provisions of this Section Nine (9) shall survive termination of this Agreement. 10.INSURANCE Without limiting COUNTY’s right to obtain indemnification from SUBRECIPIENT or any third parties, SUBRECIPIENT, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement: A.Commercial General Liability Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including complete operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of this contract. B.Automobile Liability Comprehensive Automobile Liability Insurance with limits of not less than One Million COUNTY OF FRESNO Fresno, CA -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 Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C.Professional Liability If SUBRECIPIENT employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. D.Worker’s Compensation A policy of Worker’s Compensation insurance as may be required by the California Labor Code. E.Additional Requirements Relating to Insurance SUBRECIPIENT shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance provided under SUBRECIPIENT’s policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY. SUBRECIPIENT 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. SUBRECIPIENT is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but SUBRECIPIENT’s waiver of subrogation under this paragraph is effective whether or not SUBRECIPIENT obtains such an endorsement. Within Thirty (30) days from the date SUBRECIPIENT signs and executes this Agreement, SUBRECIPIENT shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of FRESNO, P.O. Box 1912, Fresno, CA 93718-1219, Attention: Contract Analyst, stating that such insurance coverage has been obtained and is in full force; that the County of Fresno, its officers, agents and employees will not be responsible COUNTY OF FRESNO Fresno, CA -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 for any premiums on the policies; that for such worker’s compensation insurance SUBRECIPIENT has waived its right to recover from COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and that waiver does not invalidate the insurance policy; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance provided under SUBRECIPIENT’s policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30)days advance, written notice given to COUNTY. In the event SUBRECIPIENT fails to keep in effect at all times insurance coverage as herein provided, COUNTY may, in addition to other remedies it may have, suspend, or terminate this Agreement upon the occurrence of such event. All policies shall be issued by admitted insurers licensed to do business in the State of California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. 11.CONFLICT OF INTEREST No officer, employee or agent of 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 COUNTY shall be employed by SUBRECIPIENT under this Agreement to fulfill any contractual obligations with COUNTY. SUBRECIPIENT 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 COUNTY. 12.NON-DISCRIMINATION During the performance of this Agreement SUBRECIPIENT 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, COUNTY OF FRESNO Fresno, CA -9 - 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 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. 13.LIMITED ENGLISH PROFICIENCY SUBRECIPIENT shall provide interpreting and translation services to persons participating in SUBRECIPIENT’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 allow such participants meaningful access to the programs, services and benefits provided by SUBRECIPIENT. Interpreter and translation services, including translation of SUBRECIPIENT’s “vital documents” (those documents that contain information that is critical for accessing SUBRECIPIENT’s services or are required by law) shall be provided to participants at no cost to the participant. SUBRECIPIENT 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 communication any specialized terms and concepts peculiar to SUBRECIPIENT’s services. 14.DRUG-FREE WORKPLACE REQUIREMENTS For purpose of this paragraph, SUBRECIPIENT will be referred to as the “grantee.” By drawing funds against this grant award, the grantee is providing the certification that is required by regulations implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These regulations require certification by grantees that they will maintain a drug-free workplace. False certification or violation of the certification shall be grounds for suspension of payments, suspension or termination of grants, or government wide suspension or debarment. SUBRECIPIENT shall also comply with the requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et seq.) 15.CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS A.COUNTY and SUBRECIPIENT recognize that SUBRECIPIENT is a recipient of COUNTY OF FRESNO Fresno, CA -10 - 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 State funds under the terms of this Agreement. By signing this Agreement, SUBRECIPIENT agrees to notify COUNTY of any past, present, or future Federal suspension or debarment. By signing this Agreement, SUBRECIPIENT 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.SUBRECIPIENT shall provide immediate written notice to COUNTY if at any time during the term of this Agreement SUBRECIPIENT learns that the representations it makes above were erroneous when made or have become erroneous by reason of changed circumstances. C.SUBRECIPIENT shall include a clause titled “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion- Lower Tier Covered Transaction” and similar in nature to this paragraph in all lower tier covered transactions and in all solicitations for lower tier covered transactions. D.SUBRECIPIENT 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/. 16.CONFIDENTIALITY All services performed by SUBRECIPIENT under this Agreement shall be in strict conformance with all applicable Federal, State of California, and/or local laws and regulations relating to confidentiality. 17.DATA SECURITY Individuals and/or agencies that enter into a contractual relationship with COUNTY for the purpose of providing services must employ adequate controls and data security measures, both internally and externally to ensure and protect the confidential information and/or data provided to contractor by COUNTY, preventing the potential loss, misappropriation, or inadvertent access, viewing, use or disclosure of COUNTY data including sensitive or personal client information; abuse of COUNTY OF FRESNO Fresno, CA -11 - 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 COUNTY resources; and/or disruption to COUNTY operations. Individuals and/or agencies may not connect to or use COUNTY networks/systems via personally owned mobile, wireless or handheld devices unless authorized by COUNTY for telecommuting purposes and provide a secure connection; up to date virus protection and mobile devices must have the remote wipe feature enabled. Computers or computer peripherals including mobile storage devices may not be used (COUNTY or SUBRECIPIENT device) or brought in for use into COUNTY’s system(s) without prior authorization from COUNTY’s Chief Information Officer and/or designee(s). SUBRECIPIENT may not store COUNTY’s private, confidential, or sensitive data on any hard-disk drive, portable storage device or remote storage installation unless encrypted according to advance encryption standards (AES of 128 bit or higher). COUNTY will immediately be notified of any violations, breaches or potential breaches of security related to COUNTY’s confidential information, data and/or data processing equipment which stores or processes COUNTY data, internally or externally. COUNTY shall provide oversight to SUBRECIPIENT’s response to all incidents arising from a possible breach of security related to COUNTY’s confidential client information. SUBRECIPIENT will be responsible to issue any notification to affected individuals as required by laws or as deemed necessary by COUNTY in its sole discretion. SUBRECIPIENT will be responsible for all costs incurred as a result of providing the required notification. 18.PROPERTY OF COUNTY SUBRECIPIENT 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 approve by COUNTY. All purchased 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 shall be retained by COUNTY, as COUNTY property, in the event this Agreement is terminated or upon expiration of this COUNTY OF FRESNO Fresno, CA -12 - 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 Agreement. SUBRECIPIENT 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. SUBRECIPIENT is responsible for returning to COUNTY all COUNTY owned fixed assets upon the expiration or termination of this Agreement. 19.INDEPENDENT AUDIT A.COUNTY reserves the right to perform or cause to be performed a financial audit. At COUNTY’s request, SUBRECIPIENT shall provide, at its own expense, a financial audit prepared by a certified public accountant. CESH administrative funds may be used to fund this expense. 1)If a financial audit is required by COUNTY, the audit shall be performed by an independent certified public accountant. 2)SUBRECIPIENT 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)SUBRECIPIENT is responsible for the completion of audits and all costs of 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, SUBRECIPIENT 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 provisions 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 SUBRECIPIENT 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 SUBRECIPIENT at COUNTY cost, as determined by COUNTY’s Auditor-Controller/ Treasurer-Tax Collector. /// COUNTY OF FRESNO Fresno, CA -13 - 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 20.AUDITS AND INSPECTIONS SUBRECIPIENT shall at any time during business hours, and as often as COUNTY may deem necessary, make available to COUNTY for examination all of its records and data with respect to the matters covered by this Agreement. SUBRECIPIENT shall, upon request by COUNTY, permit COUNTY to audit and inspect all of such records and data necessary to ensure SUBRECIPIENT’s compliance with the terms of this Agreement. SUBRECIPIENT 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, SUBRECIPIENT shall cooperate and participate with COUNTY’s fiscal review process and comply with all final determinations rendered by COUNTY’s fiscal review process. If COUNTY reaches an adverse decision regarding SUBRECIPIENT’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 SUBRECIPIENT’s deficiency, SUBRECIPIENT shall be financially liable for the amount previously paid by COUNTY to SUBRECIPIENT and this disallowance will be adjusted from SUBRECIPIENT’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. 21.FRATERNIZATION SUBRECIPIENT shall establish procedures addressing fraternization between SUBRECIPIENT’s staff and clients. Such procedures will include provisions for informing SUBRECIPIENT’s staff and clients regarding fraternization guidelines. 22.STATE ENERGY CONSERVATION SUBRECIPIENT must comply with the mandatory standard and policies relating to energy efficiency which are contained in the State Energy Conservation Plan issued in compliance COUNTY OF FRESNO Fresno, CA -14 - 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 with 42 United States (US) Code sections 6321, et. seq. 23.CHARITABLE CHOICE SUBRECIPIENT 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 SUBRECIPIENT must be voluntary as well as separate in time and location from COUNTY funded activities and services. SUBRECIPIENT shall inform COUNTY as to whether it is faith-based. If SUBRECIPIENT identifies as faith-based, they must submit to DSS a copy of its policy on referring individuals to alternate treatment 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 SUBRECIPIENT identifies as faith- based, by July 1 of each year SUBRECIPIENT will be required to report to DSS the number of individuals who requested referrals to alternate providers based on religious objection. 24.PROHIBITION ON PUBLICITY None of the funds, materials, property or services provided directly or indirectly under this Agreement shall be used for SUBRECIPIENT’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 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). 25.PUBLIC INFORMATION SUBRECIPIENT shall disclose COUNTY as a funding source in all public information. 26.NOTICES The persons and their addresses having authority to give and receive notices under this Agreement include the following: COUNTY OF FRESNO Fresno, CA -15 - 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 COUNTY SUBRECIPIENT Director, COUNTY OF FRESNO County Administrative Officer, Department of Social Services County Administrative Office, P.O. BOX 1912 County of Madera Fresno, CA 93718 200 W. Fourth Street, Ste. 4200 Madera, CA 93637 Any and all notices between COUNTY and SUBRECIPIENT 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, by telephonic facsimile transmission, or by electronic mail. 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, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of Government Code, beginning with section 810). 27.GOVERNING LAW The 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. 28.CHANGE OF LEADERSHIP/ MANAGEMENT In the event of any change in the status of SUBRECIPIENT’s leadership or management, SUBRECIPIENT shall provide written notice to COUNTY within thirty (30) days from the COUNTY OF FRESNO Fresno, CA -16 - 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 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 SUBRECIPIENT 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 SUBRECIPIENT’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. SUBRECIPIENT 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 SUBRECIPIENT is operating as a corporation (a for- profit or non-profit corporation) or if during the term of the agreement, SUBRECIPIENT changes its status to operate as a corporation. Members of SUBRECIPIENT’s Board of Directors shall disclose any self-dealing transactions that they are a party to while SUBRECIPIENT is providing goods or performing services under this agreement. A self-dealing transaction shall mean a transaction to which SUBRECIPIENT is a party and in which one or more of its directors has a material financial interest. Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to be completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C, and incorporated herein by reference, and submitting it to 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 SUBRECIPIENT and COUNTY OF FRESNO Fresno, CA -17 - 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 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 2 4 25 26 27 28 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first hereinabove written . SUBRECIPIENT: County of MA;L Mailing Address: County of Madera County Administrative Office 200 W . Fourth Street, Suite 4200 Madera , CA 93637-3548 Phone No.: (559) 675-7703 Contact: County Administrative Officer FOR ACCOUNTING USE ONLY: Fund/Subclass: 0001/10000 Organization: 56107114 Account/Program: 7295 DEN:sgv Steve Branaau, 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 ct~~ Deputy -18 -COUNTY OF FRESNO Fresno, C1\ Exhibit A Page 1 of 2 SUMMARY OF SERVICES ORGANIZATION: County of Madera ADDRESS: 200 W. Fourth Street, Suite 4200, Madera, CA 93637-3548 TELEPHONE: (559) 675-7703 CONTACT: Jay Varney, County Administrative Officer EMAIL: Jay.varney@maderacounty.com CONTRACT: Homeless Services Planning CONTRACT TERM: October 19, 2021 through February 28, 2023 CONTRACT AMOUNT: $50,000 SUMMARY OF SERVICES County of Madera (Madera) shall provide a comprehensive homeless services plan to end homelessness in Madera, including both metro and rural areas within Madera County. The service plan will serve as framework to ending homelessness through an assessment of overall strengths, opportunities, needs, and assets in the communities of Madera. All recommended practices in the service plan will be feasible for local implementation after the development and completion of the service plan. MADERA RESPONSIBILITIES Madera shall: •Follow the Madera’s vendor procurement process to solicit and procure a qualified vendor to develop a comprehensive homeless service plan for metro and rural Madera County. o Vendor shall be procured no later than April 30, 2022. o Selected vendor may be a unit of local government, a private non-profit, or a for- profit organization. •Collaborate and engage with local governments and community partners to develop a comprehensive homeless service plan to address and end homelessness in metro and rural Madera. •Engage homeless individuals and local organizations in Madera communities to identify the unique needs and assets, review local market data on housing, health, and homelessness, analyze data about the people, programs and systems that address homelessness, and facilitate a series of input meetings. o Engage individuals in a linguistically and culturally appropriate manner, including the use of interpreters when needed. •Develop recommendations that can achieve high impact on reducing unsheltered homelessness and are feasible for local implementation. Exhibit A Page 2 of 2 •Meet with FRESNO COUNTY staff quarterly or as often as needed, to exchange pertinent information, resolve problems, training, and monitoring of services. •Retain documentation for all payments to the SUBCONTRACTOR and provide to FRESNO COUNTY upon request, in the event of an audit. •Provide FRESNO COUNTY the completed homeless services plan no later than October 31, 2022. o Should extenuating circumstances arise, MADERA may request an extension, in writing through February 28, 2023, to provide the completed plan, at no additional cost to FRESNO COUNTY. This request shall be subject to approval of the DSS Director or his designee and must be made by or before August 28, 2022. FRESNO COUNTY RESPONSIBLITIES Fresno County Shall: •Designate a contact person for MADERA to communicate with when necessary. •Meet with MADERA quarterly or as often as needed, to exchange pertinent information, resolve problems, training, and monitoring of services. Exhibit B Page 1 of 14 Exhibit B Page 2 of 14 Exhibit B Page 3 of 14 Exhibit B Page 4 of 14 Exhibit B Page 5 of 14 Exhibit B Page 6 of 14 Exhibit B Page 7 of 14 Exhibit B Page 8 of 14 Exhibit B Page 9 of 14 Exhibit B Page 10 of 14 Exhibit B Page 11 of 14 Exhibit B Page 12 of 14 Exhibit B Page 13 of 14 Exhibit B Page 14 of 14 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 to 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: