HomeMy WebLinkAboutAgreement A-19-743 with RH Community Builders.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 __________, 2019, by and between
the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
"COUNTY", and RH Community Builders, a California Limited Partnership, whose address is 352 W.
Bedford Avenue, Suite 110, Fresno, CA 93711, hereinafter referred to as “SUBRECIPIENT.”
W I T N E S S E T H:
WHEREAS, COUNTY is the Administrative Entity for California Emergency Solutions and Housing
(CESH) grant funds for the FMCoC by the California Department of Housing and Community Development
(HCD), as authorized by SB 850 (Chapter 48, Statues of 2018); and
WHEREAS, COUNTY, through the Department of Social Services (DSS) receives allocation
funding from the California Department of Social Services (CDSS) to implement and administer the
California Work Opportunity and Responsibility to Kids (CalWORKs) Housing Support Program (HSP),
authorized by Senate Bill (SB) 855 (Chapter 29, Statutes of 2014); and
WHEREAS, the Fresno Madera Continuum of Care has a need for coordinated homeless services
to address the homelessness crisis throughout the Counties of Fresno and Madera; and
WHEREAS, SUBRECIPIENT has the expertise and is willing to provide landlord engagement and
risk mitigation fund services pursuant to the terms and conditions of this Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions herein
contained, the parties hereto 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 provide services pursuant to the staffing pattern and
program expenses detailed in Exhibit B, Budget, attached hereto and by this reference incorporated
herein.
C.SUBRECIPIENT shall maintain membership in the FMCoC and participate in
Coordinated Entry throughout the term of this Agreement, as described in Exhibit A. If, for any reason,
10th December
Agreement No. 19-743
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this status is not maintained, the COUNTY may terminate this Agreement pursuant to Section Three (3)
of this Agreement.
D.SUBRECIPIENT shall be aware of, agree to, and comply with all State
requirements governing the use of CalWORKs HSP and CESH funds; and all conditions in Exhibit C,
COUNTY’s Agreement No. 18-CESH-12459, 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 C in each
subcontract.
2.TERM
The term of this Agreement shall be for a period of two (2) years and seven (7) months,
commencing upon execution, through and including the 30th day of June 2022. This Agreement may be
extended for two (2) additional consecutive twelve (12) month periods upon the approval of both parties no
later than thirty (30) days prior to the first day of the next twelve (12) month extension period. The Director
of the Department of Social Services or designee is authorized to execute such written approval on behalf
of COUNTY based on SUBRECIPIENT’s satisfactory performance.
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
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terminated, at any time by giving the SUBRECIPIENT 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 SUBRECIPIENT. 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 SUBRECIPIENT the repayment to the
COUNTY of any funds disbursed to the SUBRECIPIENT under this Agreement, which in the judgment of
the COUNTY were not expended in accordance with the terms of this Agreement. The 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 to
SUBRECIPIENT.
4.COMPENSATION
For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to
pay SUBRECIPIENT and SUBRECIPIENT agrees to receive compensation in accordance with Exhibit B,
Budget. Mandated travel shall be reimbursed based on actual expenditures and mileage reimbursement
shall be at SUBRECIPIENT ’s adopted rate per mile, not to exceed the IRS published rate.
In no event shall actual services performed under this Agreement be in excess of One
Million, Ninety-Three Thousand, Three Hundred Thirty-Five and No/100 Dollars ($1,093,335). Payments
by COUNTY shall be in arrears, for services provided during the preceding month, 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
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under this Agreement shall be borne by SUBRECIPIENT. If SUBRECIPIENT 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 SUBRECIPIENT pursuant to the terms and conditions of
this Agreement shall automatically revert to COUNTY. The services provided by the 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 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 COUNTY plus forty-five (45) days.
5. INVOICING
SUBRECIPIENT shall invoice COUNTY’s DSS in arrears by the tenth (10th) of each month
for expenditures incurred to provide services rendered in the previous month to:
DSSInvoices@fresnocountyca.gov. Payments by COUNTY’s DSS shall be in arrears, for actual services
provided during the preceding month, within forty-five (45) days after receipt, verification, and approval of
SUBRECIPIENT’s invoices by COUNTY’s DSS. A monthly activity report shall accompany the invoice,
reflecting services supported by the invoiced expenditures and be in a form and in such detail as
acceptable to the COUNTY’s DSS. All final claims for CESH funding shall be submitted by SUBRECIPIENT
within sixty (60) days following the final month of services.
Monthly invoices must be submitted with accompanying back-up documentation, which
must provide proof of payment for all costs billed on the invoice. Expenditures must be billed to the invoice
corresponding to the month in which the expenditure was paid. All expenditures shall be reimbursed on a
cash basis and will not be reimbursed until paid by SUBRECIPIENT. Costs incurred via credit card are not
considered paid until the credit card payment has been made, and must be invoiced with verification of
credit card payment included.
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
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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 SUBRECIPIENT under this
Agreement, it is mutually understood and agreed that SUBRECIPIENT, including any and all of the
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 the 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
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 the COUNTY or to this
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, in an amount
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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
SUBRECIPIENT. Budget line item changes shall not result in any change to the maximum compensation
amount payable to SUBRECIPIENT, as stated herein.
C.SUBRECIPIENT 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 Agreement. 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 the COUNTY or COUNTY’s DSS Director
or designee. Any transferee, assignee, or subcontractor will be subject to all applicable provisions of this
Agreement, and all applicable State and Federal regulations. SUBRECIPIENT shall be held primarily
responsible by the COUNTY for the performance of any transferee, assignee, or subcontractor 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 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 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.
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10.INSURANCE
Without limiting the 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
completed 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
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
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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 for any premiums on the
policies; that for such worker’s compensation insurance the SUBRECIPIENT has waived its right to recover
from the 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, the 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.
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11.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 SUBRECIPIENT under this Agreement to fulfill any contractual obligations with the COUNTY. The
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 the 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, 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 communicate any specialized terms and concepts peculiar
to SUBRECIPIENT’s services.
14.CLEAN AIR AND WATER
In the event the funding under this Agreement exceeds One Hundred Thousand and No/100
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Dollars ($100,000), SUBRECIPIENT shall comply with all applicable standards, orders or requirements
issued under the Clear Air Act contained in 42 U.S. Code 7601 et seq; the Clean Water Act contained in 33
U.S. Code 1368 et seq.; and any standards, laws and regulations, promulgated thereunder. Under these
laws and regulations, SUBRECIPIENT 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.
15.DRUG-FREE WORKPLACE REQUIREMENTS
For purposes 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.)
16.CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND
VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
A.COUNTY and SUBRECIPIENT recognize that SUBRECIPIENT is a recipient of 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:
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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 Transactions” 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/.
17.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.
18.DATA SECURITY
Individuals and/or agencies that enter into a contractual relationship with the 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 the 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
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
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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 the 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).
The 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. SUBRECPIENT will be
responsible to issue any notification to affected individuals as required by law 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.
19.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
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 shall be retained by COUNTY,
as COUNTY property, in the event this Agreement is terminated or upon expiration of this 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.
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20.INDEPENDENT AUDIT
A.COUNTY reserves the right to perform or cause to be performed a financial audit. At
COUNTY’s request, the 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) The 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)The 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, the 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 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 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.
21.AUDITS AND INSPECTIONS
The SUBRECIPIENT 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 SUBRECIPIENT shall, upon request by the
COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure
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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 the 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.
22. 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.
23. STATE ENERGY CONSERVATION
SUBRECIPIENT must comply with the mandatory standard and policies relating to energy
efficiency which are contain in the State Energy Conservation Plan issued in compliance with 42 United
States (US) Code sections 6321, et. seq.
24. 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 the SUBRECIPIENT must be voluntary as well as separate in time and location from COUNTY funded
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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 SUBRECIPIENT, 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.
25. 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).
26. PUBLIC INFORMATION
SUBRECIPIENT shall disclose COUNTY as a funding source in all public information and
program materials developed in support of contracted services.
27. NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY SUBRECIPIENT
Director, COUNTY OF FRESNO Director Department of Social Services RH Community Builders P.O. Box 1912 352 W. Bedford Avenue, Suite 110
Fresno, CA 93718-1912 Fresno, CA 93711
All notices between the 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, or by telephonic facsimile transmission. A notice delivered by
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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 the Government Code,
beginning with section 810).
28.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.
29.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 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.
30.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.
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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.
31.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the SUBRECIPIENT is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of the agreement, the SUBRECIPIENT changes
its status to operate as a corporation.
Members of the 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 the 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 by completing and
signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit D and incorporated
herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter.
32.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.
33.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the SUBRECIPIENT 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.
///
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1 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year
2 first here inabove written .
4
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6 Print Name : Wayne Rutledge
7 Title : Managina Member of WRBH . LLC
Partner (General Partner )
Nathan Magsig , Chairman of the Board of
Supervisors of the County of Fresno
8 ATTEST:
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By: !3:J_
Print Name: Brad Hardie
Title : Managing Member of WRBH. LLC
Partner (General Partner)
Ma iling Address :
352 W. Bedford Avenue, Su ite 110
Fresno , CA 93711
Phone No: (559) 433-7613
Contact: General Manager
19 FOR ACCOUNTING USE ONLY :
20 Fund/Subclass : 0001/10000
ORG No .: 56107114
21 Account No .: 7870
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DEN:lm
Bernice E . Seidel
Clerk of the Board of Supervisors
County of Fresno , State of Cal iforn ia
By ~~
Deputy
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Exhibit A
Page 1 of 3
SUMMARY OF SERVICES
ORGANIZATION: RH Community Builders
ADDRESS: 352 W. Bedford Avenue, Suite 110, Fresno, CA 93711
TELEPHONE: (559)433-7613
CONTACT: Brad Hardie and Wayne Rutledge
EMAIL: brad@regencyfresno.com and wayne@uhbagels.com
CONTRACT: Landlord Engagement and Risk Mitigation Fund Services
CONTRACT TERM: December 10, 2019 through June 30, 2020
July 1, 2020 through June 30, 2021
July 1, 2021 through June 30, 2022
July 1, 2022 through June 30, 2023 (optional)
July 1, 2023 through June 30, 2024 (optional)
CONTRACT AMOUNT: $1,093,335
SUMMARY OF SERVICES
RH Community Builders (RHCB) will provide Landlord Engagement and Risk Mitigation Fund
services to increase the available housing inventory of agencies working within the Fresno
Madera Continuum of Care (FMCoC) Coordinated Entry System (CES), the centralized
homeless services system in Fresno and Madera counties.
Landlord Engagement and Risk Mitigation Fund services are required to meet the needs of
homeless individuals and families that are receiving services through FMCoC agencies and
programs, but are unable to independently secure a long-term housing rental. Services are
funded in part by the County of Fresno CalWORKs Housing Support Program (HSP) and are
intended to ensure that HSP families are able to secure affordable housing placements.
TARGET POPULATION
This program will provide services to individuals and families residing in Fresno and Madera
Counties that have been prioritized through the FMCoC CES but are unable to locate housing
independently or by working with CES housing navigators.
Landlords targeted will be all landlords with multifamily or affordable rental units available in
Fresno and Madera counties. Other key targets for these services will be nonprofit developers,
local property management agencies, and landlords with small- to medium- sized holdings.
LANDLORD ENGAGEMENT SERVICES
Landlord Engagement services are intended to provide outreach, recruitment, engagement, and
support to landlords in the community; to utilize landlord relationships to build a broad housing
inventory; to secure permanent housing placements for homeless individuals and families; and
to liaise between landlords and those housed through the program if needed. One full-time
Program Manager and one part-time bilingual Housing Specialist will staff these services, with
oversight from the General Manager(s).
RHCB will positively market FMCoC clients as tenants to rental property owners in the
community, with the goal of increasing access to rental units for homeless families. In addition,
Exhibit A
Page 2 of 3
the Housing Specialist will work to address landlord issues with the client directly, if the
household placed through the program does not have case management through a FMCoC
program. The Housing Specialist will also provide tenant education to clients that have been
identified as needing additional support in order to retain their housing.
RHCB will manage a local centralized housing inventory database of local landlords and
property managers that are willing to work with the identified target population, as well as
specific housing units. This listing will be available to local homeless services agencies for
locating housing placements for homeless individuals and families.
RISK MITIGATION FUND SERVICES
The Landlord Risk Mitigation Fund is available to landlords to compensate for specific costs
incurred by eligible individuals and families, such as excess damage to rental units or unpaid
rent. The purpose of the fund is to incentivize landlords to relax screening criteria for people
who are experiencing homelessness and who may have barriers to obtaining housing
independently, and to preserve landlord relationships in case of financial losses. Management
and administration of claims to the Fund will be made by the Program Manager or General
Manager(s).
RHCB will develop policies and procedures for the fund in collaboration with DSS, and work with
agencies and local landlords to administer the fund. Eligible costs will include damages beyond
the security deposit, and other reasonable costs to be determined by DSS. Thorough
documentation, legal review, and detailed recordkeeping of all transactions will be required.
Client enrollment will be determined on an individual basis by FMCoC agency case managers.
RH Community Builders will document enrollment and resolve claims in a timely manner.
Eligibility for Risk Mitigation payments will be limited to a maximum of two years after client
enrollment.
SUBRECIPIENT RESPONSIBILITIES
I.Landlord Engagement
•Be familiar with the FMCoC and the CES for housing placements, including general CES
operations.
•Be available to promptly respond to inquiries from current and prospective landlords.
•Be informed about the affordable rental market in Fresno and Madera counties, and be
knowledgeable about both renters’ and landlords’ rights and responsibilities.
•Develop outreach materials, including general program information, program contact
information, and other needed program materials, and provide these materials to
landlords.
•Provide regular and coordinated outreach activities to landlords in the community to
educate about the FMCoC and CES clients. Outreach activities will be in person, by
phone, via mail, via email, and at community and industry events.
•Meet with landlords and property managers in person to share information and answer
questions about the FMCoC and its programs, or specific households, as needed.
•Provide tenant education to clients placed through the program that have been identified
as needing additional support in order to comply with their lease and retain housing.
•Respond to landlord and property management concerns, including concerns about
individual families, and work with landlords and agencies to resolve problems in a fair
and neutral manner.
•Track all outreach and engagement activities to document the individuals and
organizations contacted, as well as the outcome of the contact (when applicable).
Exhibit A
Page 3 of 3
•Track all prospective rental vacancies, including any relevant data requested by FMCoC,
in a local, centralized housing database. This database must be fully developed and
available for use by June 30, 2020.
•Ensure that the FMCoC is well informed about properties and units so that appropriate
housing placements can be made.
II.Risk Mitigation Fund
•Manage a fund to cover costs, beyond the deposit, that may be incurred by FMCoC
households that have been placed in rental housing by FMCoC agencies.
•Provide rent guarantees for cases where clients may break a lease or otherwise cause
financial losses to property owners.
•In consultation with DSS, develop the policies, standards, and guidelines for the
Landlord Risk Mitigation Fund, including limits for each eligible cost and for claim totals.
•Ensure that policies and procedures for the Risk Mitigation Fund are in place within 90
days of contract execution.
•Based on funding limits and expected number of claims, determine the number of clients
that may be enrolled in the program and ensure that this enrollment limit is not
surpassed.
•Ensure appropriate legal review is provided as necessary in the development of policies
and any required contracts or agreements.
•Ensure that all funds paid out are in compliance with the guidelines developed, including
back-up documentation and photographic verification, when applicable.
•Ensure that all claims to the Risk Mitigation Fund are resolved within 90 days of initial
receipt.
DSS RESPONSIBILITIES
•Ensure that at least 75% of clients placed through Engagement services have case
management through their placing FMCoC program.
•Schedule and facilitate meetings as often as needed for service coordination, problem
resolution, information sharing, training, review, and monitoring of services.
•Communicate and coordinate with RHCB as often as needed to ensure that services are
provided in the most effective, efficient, and timely manner possible.
•In instances where units owned or managed by partners of RHCB are damaged and
eligible for compensation by the Risk Mitigation Fund, all claims will be processed by
DSS directly. RHCB may not process these claims.
PERFORMANCE OUTCOMES
RHCB will provide complete and accurate monthly activity reports to the County of Fresno, in a
report format approved by the County by the 10th of each month.
RHCB will meet the following outcomes:
•Identify and make available 80 affordable housing units per year to FMCoC programs
and households.
o No more than 30% of units counted toward this outcome may be managed by RHCB
partners; no units owned by RHCB partners may be counted toward this outcome.
•Recruit a minimum of 6 landlords in the first seven month term, and a minimum of 10
new landlords in subsequent years, that have not rented to FMCoC clients or agencies
within the past twelve months.
•By June 30th, 2022, have recruited and maintain a pool of at minimum 25 landlords to
rent to FMCoC households on an ongoing basis.
Exhibit B
Page 1 of 5
BUDGET SUMMARY
ORGANIZATION: RH Community Builders
SERVICES: Landlord Engagement and Risk Mitigation Fund Services
CONTRACT TERM: December 10, 2019 through June 30, 2020
CONTRACT TOTAL: $1,093,335
TERM TOTAL: $186,667
Budget Categories Amount
Landlord Engagement
Salaries
1 FTE Program Manager - 60% direct service, 40% administrative oversight
.75 FTE Bilingual Housing Specialist - 100% direct service
.1 FTE General Manager - 10% administrative oversight
Payroll Taxes
Benefits
Insurance
Communication
Office Expenses
Equipment
Transportation and Travel
Program Supplies
Fiscal & Audits
Training
Other Operational Expenses
Subtotal $131,333
Risk Mitigation Fund
Funds Available to Landlords
Subtotal $36,667
Indirect Costs
Indirect Costs
Subtotal $18,667
Total $186,667
Exhibit B
Page 2 of 5
BUDGET SUMMARY
ORGANIZATION: RH Community Builders
SERVICES: Landlord Engagement and Risk Mitigation Fund Services
CONTRACT TERM: July 1, 2020 through June 30, 2021
CONTRACT TOTAL: $1,093,335
TERM TOTAL: $240,667
Budget Categories Amount
Landlord Engagement
Salaries
1 FTE Program Manager - 60% direct service, 40% administrative oversight
.75 FTE Bilingual Housing Specialist - 100% direct service
.1 FTE General Manager - 10% administrative oversight
Payroll Taxes
Benefits
Insurance
Communication
Office Expenses
Equipment
Transportation and Travel
Program Supplies
Fiscal & Audits
Training
Other Operational Expenses
Subtotal $183,600
Risk Mitigation Fund
Funds Available to Landlords
Subtotal $36,667
Indirect Costs
Indirect Costs
Subtotal $20,400
Total $240,667
Exhibit B
Page 3 of 5
BUDGET SUMMARY
ORGANIZATION: RH Community Builders
SERVICES: Landlord Engagement and Risk Mitigation Fund Services
CONTRACT TERM: July 1, 2021 through June 30, 2022
CONTRACT TOTAL: $1,093,335
TERM TOTAL: $239,667
Budget Categories Amount
Landlord Engagement
Salaries
1 FTE Program Manager - 60% direct service, 40% administrative oversight
.75 FTE Bilingual Housing Specialist - 100% direct service
.1 FTE General Manager - 10% administrative oversight
Payroll Taxes
Benefits
Insurance
Communication
Office Expenses
Equipment
Transportation and Travel
Program Supplies
Fiscal & Audits
Training
Other Operational Expenses
Subtotal $182,600
Risk Mitigation Fund
Funds Available to Landlords
Subtotal $36,667
Indirect Costs
Indirect Costs
Subtotal $20,400
Total $239,667
Exhibit B
Page 4 of 5
BUDGET SUMMARY
ORGANIZATION: RH Community Builders
SERVICES: Landlord Engagement and Risk Mitigation Fund Services
CONTRACT TERM: July 1, 2022 through June 30, 2023 (optional)
CONTRACT TOTAL: $1,093,335
TERM TOTAL: $239,667
Budget Categories Amount
Landlord Engagement
Salaries
1 FTE Program Manager - 60% direct service, 40% administrative oversight
.75 FTE Bilingual Housing Specialist - 100% direct service
.1 FTE General Manager - 10% administrative oversight
Payroll Taxes
Benefits
Insurance
Communication
Office Expenses
Equipment
Transportation and Travel
Program Supplies
Fiscal & Audits
Training
Other Operational Expenses
Subtotal $181,074
Risk Mitigation Fund
Funds Available to Landlords
Subtotal $36,667
Indirect Costs
Indirect Costs
Subtotal $21,926
Total $239,667
Exhibit B
Page 5 of 5
BUDGET SUMMARY
ORGANIZATION: RH Community Builders
SERVICES: Landlord Engagement and Risk Mitigation Fund Services
CONTRACT TERM: July 1, 2023 through June 30, 2024 (optional)
CONTRACT TOTAL: $1,093,335
TERM TOTAL: $186,667
Budget Categories Amount
Landlord Engagement
Salaries
1 FTE Program Manager - 60% direct service, 40% administrative oversight
.25 FTE Bilingual Housing Specialist - 100% direct service
.1 FTE General Manager - 10% administrative oversight
Payroll Taxes
Benefits
Insurance
Communication
Office Expenses
Equipment
Transportation and Travel
Program Supplies
Fiscal & Audits
Training
Other Operational Expenses
Subtotal $131,333
Risk Mitigation Fund
Funds Available to Landlords
Subtotal $36,667
Indirect Costs
Indirect Costs
Subtotal $18,667
Total $186,667
STATE OF CALIFORNIA -DEPARTMENT OF GENERAL
SERVICES
STANDARD AGREEMENT AGREEMENT NUMBER
STD 213 (Rev . 03/2019) 18-CESH-12459
-. I
Exhibit C
PURCHASING AU THORI TY NUMBER (if appli ca ble }
1. This Agreement is entered into between the Contracting Agency and the Contractor named below:
CONTRACTING AGENCY NAME
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
CONTRACTOR'S NAME
County of Fresno
2 . The term of this Agreement is :
START DATE
Upon HCD Approval
THROUGH END DATE
Five (5) Years from the Effective Date
3 . The maximum amount of th is Agreement is:
$1 ,563,085.00
4 . The parties agree to comply with the terms and conditions of the follow ing exhibits , which are by this reference made a part of the Agreement .
EXHIBITS I TITLE
Ex hib it A Authority , Purpose and Scope of Work
Exhibit B Budget Detail and Payment Provis ions
Exhibit c· State of California General Terms and Conditions
Exhibit D CESH Program Terms and Conditions
Exhibit E Special Conditions
Exhibit F I Addit ional Provisions
TOTAL NUMBER OF PAGES ATTACHED
PAGES
3
2
GTC -04/2017
7
1
0
1
13 pages
---
Items shown with an asterisk(*), are hereby incorporated by reference and made part of this agreement as it attached hereto .
These documents can be viewed at https:llwww.dgs.ca .gov/OLS/Reso urces
ATTEST:
IN WITNESS WHEREOF , !HIS AGREEMENT HAS BEEN EXECUT~D BY THE PARTIES HERETO . BERNICE E . SEIDEL
CONTRACTOR
CONTRACTOR NAME (if other than an individual , state whether a corporation . partnership.etc.)
County of Fresno
CONTRACTOR BUSINESS ADDRESS
P .O . Box 24055
PRINTED NAME OF PERSON SIGNING
N~~ "f'Y\."-~~,c..
CONTRACTOR AUTHORIZED Sl'GNM URE
CONTRACTING AGENCY NAME
Department of Housing and Community Development
CONTRACTING AGENCY ADDRESS
2020 W . El Camino Ave ., Suite 130
PRINTED NAME OF PERSON SIGNING
CITY
Fresno
STATE OF CALIFORNIA
CITY
Sacramento
By•~~~~:::::::::~~f:=---
Deputy
, STATE
CA
ZIP
93779
j
T ITLE
t~,.,~"'"~ k~~L.~~~
j DA'TE SIGNED ' -,---• --
~~-''\ W l°t
STATE
CA
TITLE
I ZIP
95833
Synth ia Rhinehart ' Contracts Manager,
Business & Contract Services Branch
CONTRACTING AGENCY AUTHORIZED SIGNATURE l DATE SIGNED
I -
California Department of General Services Approval (or exemption, if applicable)
Exempt per; SCM Vol. 1 4 .04.A .3 (DGS memo dated 6/12/1981)
Exhibit C
Exhibit C
Exhibit C
Exhibit C
Exhibit C
GeneralTerms and Conditions (GTC 04/2017)
EXHIBIT C
1.APPROVAL: This Agreement is of no force or effect until signed by both parties
and approved by the Department of General Services, if required. Contractor
may not commence performance until such approval has been obtained.
2.AMENDMENT: No amendment or variation of the terms of this Agreement shall be
valid unless made in writing, signed by the parties and approved as required. No
oral understandingor Agreement not incorporated in the Agreement is binding on
any of the parties.
3.ASSIGNMENT: This Agreement is not assignable by the Contractor, either in
whole orin part, without the consent of the State in the form of a formal written
amendment.
4.AUDIT: Contractor agrees that the awarding department, the Department of General
Services, the Bureau of State Audits, or their designated representative shall have
the right to review and to copy any records and supporting documentation pertaining
to the performance of this Agreement. Contractor agrees to maintain such records for
possible audit for a minimum of three (3) years after final payment, unless a longer
period of records retention is stipulated. Contractor agrees to allow the auditor(s)
access to such records during normal business hours and to allow interviews of any
employees who might reasonably have information related to such records. Further,
Contractor agrees to include a similar right of the State to audit records and interview
staff in any subcontract related to performance of this Agreement. (Gov. Code
§8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).
5.INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the
State,its officers, agents and employees from any and all claims and losses accruing
or resulting to any and all contractors, subcontractors, suppliers, laborers, and any
other person, firm or corporation furnishing or supplying work services, materials, or
supplies in connection with the performance of this Agreement, and from any and all
claims and losses accruing or resulting to any person, firm or corporation who may be
injured or damaged by Contractor in the performance of this Agreement.
6.DISPUTES: Contractor shall continue with the responsibilities under this
Agreement during any dispute.
7.TERMINATION FOR CAUSE: The State may terminate this Agreement and be
relieved of any payments should the Contractor fail to perform the requirements of
this Agreement at the time and in the manner herein provided. In the event of such
termination the State may proceed with the work in any manner deemed proper by
the State. All costs to the State shall bededucted from any sum due the Contractor
under this Agreement and the balance, if any, shall be paid to the Contractor upon
demand.
Exhibit C
8.INDEPENDENT CONTRACTOR:Contractor, and the agents and employees of
Contractor, in the performance of this Agreement, shall act in an independent
capacity and not as officersor employees or agents of the State.
9.RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty
of perjury, the minimum, if not exact, percentage of post-consumer material as
defined in the Public Contract Code Section 12200, in products, materials, goods, or
supplies offered or sold to the State regardless of whether the product meets the
requirements of Public Contract Code Section 12209. With respect to printer or
duplication cartridges that comply with the requirements of Section 12156(e), the
certification required by this subdivision shall specify that the cartridges so comply
(Pub. Contract Code §12205).
10.NON-DISCRIMINATION CLAUSE: During the performance of this Agreement,
Contractor and its subcontractors shall not deny the contract’s benefits to any person
on the basis of race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, genetic information, marital status,
sex, gender, gender identity, gender expression, age, sexual orientation, or military
and veteran status, nor shall they discriminate unlawfully against any employee or
applicant for employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, genetic information,
marital status, sex, gender, gender identity, gender expression, age, sexual
orientation, or military and veteran status. Contractor shall insure that the evaluation
and treatment of employees and applicants for employment are free of such
discrimination. Contractor and subcontractors shall comply with the provision s of the
Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations
promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of
Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code
§§11135-11139.5), and the regulations or standards adopted by the awarding state
agency to implement such article. Contractor shall permit access by representatives
of the Department of Fair Employment and Housing and the awarding state agency
upon reasonable notice at any time during the normal business hours, but in no case
less than 24 hours’ notice, to such of its books, records, accounts, and all other
sources of information and its facilities as said Department or Agency shall require to
ascertain compliance with this clause. Contractor and its subcontractor s shall give
written notice of their obligations under this clause to labor organizations with which
they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2,
§11105.)
Contractor shall include the nondiscrimination and compliance provisions of this
clause in all subcontracts to perform work under the Agreement.
11.CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES
contained in the document CCC 04/2017 are hereby incorporated by reference
and made a part of this Agreement by this reference as if attached hereto.
12.TIMELINESS: Time is of the essence in thisAgreement.
Exhibit C
13.COMPENSATION: The consideration to be paid Contractor, as provided herein,
shall bein compensation for all of Contractor's expenses incurred in the
performance hereof, including travel, per diem, and taxes, unless otherwise
expressly so provided.
14.GOVERNING LAW: This contract is governed by and shall be interpreted in
accordance with the laws of the State of California.
15.ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies
that if these services or goods are obtained by means of a competitive bid, the
Contractor shall comply with the requirements of the Government Codes
Sections set out below.
a.The Government Code Chapter on Antitrust claims contains the following
definitions:
1)"Public purchase" means a purchase by means of competitive bids of
goods, services, or materials by the State or any of its political
subdivisions or public agencies on whose behalf the Attorney General may
bring an action pursuant to subdivision (c) of Section 16750 of the
Business and Professions Code.
2)"Public purchasing body" means the State or the subdivision or
agency making a public purchase. Government Code Section 4550.
b.In submitting a bid to a public purchasing body, the bidder offers and
agrees that if the bid is accepted, it will assign to the purchasing body all
rights, title, and interest in and to all causesof action it may have under
Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright
Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of
the Business and Professions Code), arising from purchases of goods,
materials, or services by the bidder for sale to the purchasing body
pursuant to the bid. Such assignment shall be made and become effective
at the time the purchasing body tenders final payment to the bidder.
Government Code Section 4552.
c.If an awarding body or public purchasing body receives, either through
judgment or settlement, a monetary recovery for a cause of action
assigned under this chapter, the assignor shall be entitled to receive
reimbursement for actual legal costs incurred and may, upondemand,
recover from the public body any portion of the recovery, including treble
damages, attributable to overcharges that were paid by the assignor but
were not paid by the public body as part of the bid price, less the expenses
incurred in obtaining that portion of the recovery. Government Code
Section 4553.
d.Upon demand in writing by the assignor, the assignee shall, within one year
from such demand, reassign the cause of action assigned under this part if
the assignor has been or may have been injured by the violation of law for
which the cause of action arose and (a) the assignee has not been injured
thereby, or (b) the assignee declines to file a court action for the cause of
action. See Government Code Section 4554.
Exhibit C
16.CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of
$100,000, the contractor acknowledges in accordance with Public Contract Code
7110, that:
a.The contractor recognizes the importance of child and family support
obligations andshall fully comply with all applicable state and federal laws
relating to child and familysupport enforcement, including, but not limited
to, disclosure of information and compliance with earnings assignment
orders, as provided in Chapter 8 (commencing with section 5200) of Part 5
of Division 9 of the Family Code; and
b.The contractor, to the best of its knowledge is fully complying with the
earningsassignment orders of all employees and is providing the names
of all new employees to the New Hire Registry maintained by the
California Employment DevelopmentDepartment.
17.UNENFORCEABLE PROVISION: In the event that any provision of this Agreement
is unenforceable or held to be unenforceable, then the parties agree that all other
provisions of this Agreement have force and effect and shall not be affected
thereby.
18.PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess
of $200,000, the Contractor shall give priority consideration in filling vacancies in
positions funded by the Contract to qualified recipients of aid under Welfare and
Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.
19.SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION
REPORTING REQUIREMENTS:
a.If for this Contract Contractor made a commitment to achieve small
business participation, then Contractor must within 60 days of receiving
final payment under this Contract (or within such other time period as may
be specified elsewhere in this Contract) report to the awarding department
the actual percentage of small business participation that was achieved.
(Govt.Code § 14841.)
b.If for this Contract Contractor made a commitment to achieve disabled
veteran business enterprise (DVBE) participation, then Contractor must
within 60 days of receiving final payment under this Contract (or within
such other time period as may be specified elsewhere in this Contract)
certify in a report to the awarding department: (1) the total amount the
prime Contractor received under the Contract; (2) the name and address of
the DVBE(s) that participated in the performance of the Contract; (3) the
amount each DVBE received from the prime Contractor; (4) that all
payments under the Contract have been made to the DVBE; and (5) the
actual percentage of DVBE participation that was achieved. A person or
entity that knowingly provides false information shall be subject to a civil
penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code §
14841.)
Exhibit C
20.LOSS LEADER: If this contract involves the furnishing of equipment, materials, or
supplies then the following statement is incorporated: It is unlawful for any person
engaged in business within this state to sell or use any article or product as a “loss
leader” as defined in Section 17030 of the Business and Professions Code. (PCC
10344(e).)
Exhibit C
Exhibit C
Exhibit C
Exhibit C
Exhibit C
Exhibit C
Exhibit C
Exhibit C
Exhibit C
Exhibit D
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 D
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: