HomeMy WebLinkAboutAgreement A-19-335 with WestCare California Inc. Housing Navigation.pdf Agreement No. 19-335
1 AGREEMENT
2
3 THIS AGREEMENT is made and entered into this 9th day of July 2019, by and between
4 the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
5 "COUNTY," and WestCare California, Inc., a California Non-Profit Corporation, whose address is 1900
6 N. Gateway Blvd., Suite 100, Fresno, CA, 93727, hereinafter referred to as "SUBRECIPIENT."
7 WITNESSETH:
8 WHEREAS, COUNTY is the Administrative Entity for Homeless Emergency Aid Program (HEAP)
9 grant funds awarded to the Fresno Madera Continuum of Care(FMCoC) by the California Business,
10 Consumer Services and Housing (BCSH) Agency, as authorized by SB 850 (Chapter 48, Statues of 2018);
11 and
12 WHEREAS, the Fresno Madera Continuum of Care has a need for coordinated homeless services
13 to address the homelessness crisis throughout the Counties of Fresno and Madera; and
14 WHEREAS, SUBRECIPIENT has the expertise and is willing to provide navigation services
15 pursuant to the terms and conditions of this Agreement; and
16 NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions herein
17 contained, the parties hereto agree as follows:
18 1. OBLIGATIONS
19 A. SUBRECIPIENT shall perform all services and fulfill all responsibilities to provide
20 navigation services as identified in COUNTY's Request for Proposal (RFP) No. 19-058, dated March 8,
21 2019, and Addendum No. One (1) to COUNTY's RFP No. 19-058, dated March 20, 2019, collectively
22 hereinafter referred to as COUNTY's Revised RFP No. 19-058 and SUBRECIPIENT's response to said
23 Revised RFP, all incorporated herein by reference and made part of this Agreement.
24 B. SUBRECIPIENT shall perform all services set forth in Exhibit A, Summary of
25 Services, attached hereto and by this reference incorporated herein.
26 C. SUBRECIPIENT shall provide services pursuant to the staffing pattern and
27 program expenses detailed in Exhibit B, Budget, attached hereto and by this reference incorporated
28 herein.
-1-
1 D. SUBRECIPIENT shall maintain membership in the FMCoC and participate in
2 Coordinated Entry throughout the term of this Agreement, as described in Exhibit A. If, for any reason,
3 this status is not maintained, the COUNTY may terminate this Agreement pursuant to Section Three (3)
4 of this Agreement.
5 E. COUNTY has entered into an agreement with the State of California for HEAP
6 funding (Agreement No. 18-HEAP-0027), a copy of which is attached hereto as Exhibit C and is
7 incorporated herein by this reference. Services provided by SUBRECIPIENT under this Agreement shall
8 be funded with HEAP funding and, therefore, SUBRECIPIENT shall be aware of, agree to, and comply
9 with all State requirements governing the use of HEAP funds; and all conditions in Exhibit C. Failure to
10 comply with these requirements and conditions may result in termination of this Agreement pursuant to
11 Section Three (3) of this Agreement. Required conditions include, but are not limited to:
12 1) Perform the work in accordance with Federal, State and Local housing and
13 building codes, as applicable.
14 2) Maintain at least the minimum State-required worker's compensation for those
15 employees who will perform the work or any part of it.
16 3) Maintain, as required by law, unemployment insurance, disability insurance,
17 and liability insurance in an amount that is reasonable to compensate any person, firm or corporation
18 who may be injured or damaged by the SUBRECIPIENT or any Subcontractor in performing the Work or
19 any part of it.
20 4) Agree to include all the terms of this Agreement and Exhibit C in each
21 subcontract.
22 F. In the event of any inconsistency among the documents described in Paragraphs
23 One (1) A, B, C, D, and E hereinabove, the inconsistency shall be resolved by giving precedence in the
24 following order of priority: 1) to this Agreement, including all Exhibits attached hereto, 2) to COUNTY's
25 Revised RFP No. 19-058, and 3) to the SUBRECIPIENT's response to the Revised RFP. A copy of
26 COUNTY's Revised RFP 19-058 and SUBRECIPIENT's response shall be retained and made available
27 during the term of this Agreement by COUNTY's Department of Social Services, hereinafter referred to
28 as COUNTY's DSS.
-2-
1 2. TERM
2 This Agreement shall be effective upon execution through and including May 31, 2021.
3 3. TERMINATION
4 A. Non-Allocation of Funds-The terms of this Agreement, and the services to be
5 provided hereunder, are contingent on the approval of funds by the appropriating government agency.
6 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
7 terminated, at any time by giving the SUBRECIPIENT thirty (30) days advance written notice.
8 B. Breach of Contract- The COUNTY may immediately suspend or terminate this
9 Agreement in whole or in part, where in the determination of the COUNTY there is:
10 1) An illegal or improper use of funds;
11 2) A failure to comply with any term of this Agreement;
12 3) A substantially incorrect or incomplete report submitted to the COUNTY;
13 4) Improperly performed service.
14 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
15 breach of this Agreement or any default which may then exist on the part of the SUBRECIPIENT. Neither
16 shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or
17 default. The COUNTY shall have the right to demand of the SUBRECIPIENT the repayment to the
18 COUNTY of any funds disbursed to the SUBRECIPIENT under this Agreement, which in the judgment of
19 the COUNTY were not expended in accordance with the terms of this Agreement. The SUBRECIPIENT
20 shall promptly refund any such funds upon demand.
21 C. Without Cause - Under circumstances other than those set forth above, this
22 Agreement may be terminated by SUBRECIPIENT or COUNTY or COUNTY's DSS Director, or
23 designee, upon thirty (30) days advance written notice of an intention to terminate this Agreement.
24 4. COMPENSATION
25 For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to
26 pay SUBRECIPIENT and SUBRECIPIENT agrees to receive compensation in accordance with Exhibit B,
27 Budget. Mandated travel shall be reimbursed based on actual expenditures and mileage reimbursement
28 shall be at SUBRECIPIENT's adopted rate per mile, not to exceed the IRS published rate.
-3-
1 In no event shall actual services performed under this Agreement be in excess of Four
2 Hundred Fifty-Five Thousand, Nine Hundred Forty-Five and No/100 Dollars ($455,945). Payments by
3 COUNTY shall be in arrears, for services provided during the preceding month, within forty-five (45)
4 days after receipt, verification and approval of SUBRECIPIENT's invoices by COUNTY.
5 It is understood that all expenses incidental to SUBRECIPIENT'S performance of services
6 under this Agreement shall be borne by SUBRECIPIENT. If SUBRECIPIENT should fail to comply with
7 any provision of the Agreement, COUNTY shall be relieved of its obligation for further compensation.
8 Any compensation which is not expended by SUBRECIPIENT pursuant to the terms and conditions of
9 this Agreement shall automatically revert to COUNTY. The services provided by the SUBRECIPIENT
10 under this Agreement are funded in whole or in part by the State of California. In the event that funding
11 for these services is delayed by the State Controller, COUNTY may defer payment to CONTRACTOR.
12 The amount of the deferred payment shall not exceed the amount of funding delayed by the State
13 Controller to the COUNTY. The period of time of the deferral by COUNTY shall not exceed the period of
14 time of the State Controller's delay of payment to COUNTY plus forty-five (45) days.
15 5. INVOICING
16 SUBRECIPIENT shall invoice COUNTY's DSS in arrears by the tenth (10th) of each month
17 for expenditures incurred to provide services rendered in the previous month to:
18 DSSinvoices(a�fresnocountyca.gov. Payments by COUNTY's DSS shall be in arrears, for actual services
19 provided during the preceding month, within forty-five (45) days after receipt, verification, and approval of
20 SUBRECIPIENT's invoices by COUNTY's DSS. A monthly activity report shall accompany the invoice,
21 reflecting services supported by the invoiced expenditures and be in a form and in such detail as
22 acceptable to the COUNTY's DSS. All final claims for funding shall be submitted by SUBRECIPIENT by no
23 later than June 10, 2021.
24 At the discretion of COUNTY's DSS Director or designee, if an invoice is incorrect or is
25 otherwise not in proper form or detail, COUNTY's DSS Director or designee shall have the right to withhold
26 full payment of the invoice that is incorrect or improper after five (5) days prior written notice or email
27 correspondence to SUBRECIPIENT. SUBRECIPIENT agrees to continue to provide services for a period of
28 ninety(90) days after written or email notification of an incorrect or improper invoice. If after the ninety (90)
-4-
1 period the invoice(s) is still not corrected to COUNTY's DSS satisfaction, COUNTY or COUNTY's DSS
2 Director or designee may elect to terminate this Agreement, pursuant to the termination provisions stated in
3 Paragraph Three (3) of this Agreement.
4 6. INDEPENDENT CONTRACTOR:
5 In performance of the work, duties and obligations assumed by SUBRECIPIENT under this
6 Agreement, it is mutually understood and agreed that SUBRECIPIENT, including any and all of the
7 SUBRECIPIENT'S officers, agents, and employees will at all times be acting and performing as an
8 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
9 employee,joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right
10 to control or supervise or direct the manner or method by which SUBRECIPIENT shall perform its work and
11 function. However, COUNTY shall retain the right to administer this Agreement so as to verify that
12 SUBRECIPIENT is performing its obligations in accordance with the terms and conditions thereof.
13 SUBRECIPIENT and COUNTY shall comply with all applicable provisions of law and the
14 rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject
15 thereof.
16 Because of its status as an independent contractor, SUBRECIPIENT shall have absolutely
17 no right to employment rights and benefits available to COUNTY employees. SUBRECIPIENT shall be
18 solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee
19 benefits. In addition, SUBRECIPIENT shall be solely responsible and save COUNTY harmless from all
20 matters relating to payment of SUBRECIPIENT'S employees, including compliance with Social Security
21 withholding and all other regulations governing such matters. It is acknowledged that during the term of this
22 Agreement, SUBRECIPIENT may be providing services to others unrelated to the COUNTY or to this
23 Agreement.
24 7. MODIFICATION
25 A. Any matters of this Agreement may be modified from time to time by the written
26 consent of all the parties without, in any way, affecting the remainder.
27 B. Notwithstanding the above, changes to line items in Exhibit B, Budget, in an amount
28 not to exceed ten percent(10%)of the total maximum compensation as identified in Section Four(4) of this
-5-
1 Agreement, may be made with the written approval of COUNTY's DSS Director or designee and
2 SUBRECIPIENT. Budget line item changes shall not result in any change to the maximum compensation
3 amount payable to SUBRECIPIENT, as stated herein.
4 C. SUBRECIPIENT hereby agrees that changes to the compensation under this
5 Agreement may be necessitated by a reduction in funding from State and/or Federal sources.
6 COUNTY's DSS Director or designee may modify the maximum compensation depending on State and
7 Federal funding availability, as stated in Section Four (4) in this Agreement. SUBRECIPIENT further
8 understands that this Agreement is subject to any restrictions, limitations or enactments of all legislative
9 bodies which affect the provisions, term, or funding of this Agreement in any manner.
10 8. NON-ASSIGNMENT
11 SUBRECIPIENT shall not assign, transfer or sub-contract this Agreement nor their rights or
12 duties under this Agreement without the prior written consent of the COUNTY or COUNTY's DSS Director
13 or designee. Any transferee, assignee, or subcontractor will be subject to all applicable provisions of this
14 Agreement, and all applicable State and Federal regulations. SUBRECIPIENT shall be held primarily
15 responsible by the COUNTY for the performance of any transferee, assignee, or subcontractor unless
16 otherwise expressly agreed to in writing by COUNTY. The use of subcontractor by SUBRECIPIENT shall
17 not entitle SUBRECIPIENT to any additional compensation than is provided for under this Agreement.
18 9. HOLD HARMLESS
19 SUBRECIPIENT agrees to indemnify, save, hold harmless, and at COUNTY'S request,
20 defend the COUNTY, its officers, agents, and employees from any and all costs and expenses (including
21 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to COUNTY in
22 connection with the performance, or failure to perform, by SUBRECIPIENT, its officers, agents, or
23 employees under this Agreement, and from any and all costs and expenses (including attorney's fees and
24 costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who
25 may be injured or damaged by the performance, or failure to perform, of SUBRECIPIENT, its officers,
26 agents, or employees under this Agreement.
27 10. INSURANCE
28 Without limiting the COUNTY's right to obtain indemnification from SUBRECIPIENT or any
-6-
1 third parties, SUBRECIPIENT, at its sole expense, shall maintain in full force and effect, the following
2 insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
3 arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement:
4 A. Commercial General Liability
5 Commercial General Liability Insurance with limits of not less than Two Million Dollars
6 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
7 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
8 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
9 liability or any other liability insurance deemed necessary because of the nature of this contract.
10 B. Automobile Liability
11 Comprehensive Automobile Liability Insurance with limits of not less than One Million
12 Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include
13 any auto used in connection with this Agreement.
14 C. Professional Liability
15 If SUBRECIPIENT employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
16 M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million
17 Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
18 D. Worker's Compensation
19 A policy of Worker's Compensation insurance as may be required by the California Labor
20 Code.
21 E. Additional Requirements Relating to Insurance
22 SUBRECIPIENT shall obtain endorsements to the Commercial General Liability insurance
23 naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
24 insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
25 additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
26 by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
27 provided under SUBRECIPIENT's policies herein. This insurance shall not be cancelled or changed
28 without a minimum of thirty (30) days advance written notice given to COUNTY.
-7-
1 SUBRECIPIENT hereby waives its right to recover from COUNTY, its officers, agents, and
2 employees any amounts paid by the policy of worker's compensation insurance required by this
3 Agreement. SUBRECIPIENT is solely responsible to obtain any endorsement to such policy that may be
4 necessary to accomplish such waiver of subrogation, but SUBRECIPIENT's waiver of subrogation under
5 this paragraph is effective whether or not SUBRECIPIENT obtains such an endorsement.
6 Within Thirty(30) days from the date SUBRECIPIENT signs and executes this Agreement,
7 SUBRECIPIENT shall provide certificates of insurance and endorsement as stated above for all of the
8 foregoing policies, as required herein, to the County of Fresno, P.O. Box 1912, Fresno, CA 93718-1219,
9 Attention: Contract Analyst, stating that such insurance coverage has been obtained and is in full force; that
10 the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the
11 policies; that for such worker's compensation insurance the SUBRECIPIENT has waived its right to recover
12 from the COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and
13 that waiver does not invalidate the insurance policy; that such Commercial General Liability insurance
14 names the County of Fresno, its officers, agents and employees, individually and collectively, as additional
15 insured, but only insofar as the operations under this Agreement are concerned; that such coverage for
16 additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
17 by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance
18 provided under SUBRECIPIENT's policies herein; and that this insurance shall not be cancelled or changed
19 without a minimum of thirty (30) days advance, written notice given to COUNTY.
20 In the event SUBRECIPIENT fails to keep in effect at all times insurance coverage as herein
21 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
22 Agreement upon the occurrence of such event.
23 All policies shall be issued by admitted insurers licensed to do business in the State of
24 California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
25 rating of A FSC VI or better.
26 11. CONFLICT OF INTEREST
27 No officer, employee or agent of the COUNTY who exercises any function or responsibility
28 for planning and carrying out of the services provided under this Agreement shall have any direct or indirect
-8-
1 personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be employed
2 by the SUBRECIPIENT under this Agreement to fulfill any contractual obligations with the COUNTY. The
3 SUBRECIPIENT shall comply with all Federal, State of California and local conflict of interest laws, statutes
4 and regulations, which shall be applicable to all parties and beneficiaries under this Agreement and any
5 officer, employee, or agent of the COUNTY.
6 12. NON-DISCRIMINATION
7 During the performance of this Agreement SUBRECIPIENT shall not unlawfully discriminate
8 against any employee or applicant for employment, or recipient of services, because of ethnic group
9 identification, gender, gender identity, gender expression, sexual orientation, color, physical disability,
10 mental disability, medical condition, national origin, race, ancestry, marital status, religion, or religious
11 creed, pursuant to all applicable State of California and Federal statutes and regulations.
12 13. LIMITED ENGLISH PROFICIENCY
13 SUBRECIPIENT shall provide interpreting and translation services to persons participating
14 in SUBRECIPIENT's services who have limited or no English language proficiency, including services to
15 persons who are deaf or blind. Interpreter and translation services shall be provided as necessary to allow
16 such participants meaningful access to the programs, services and benefits provided by SUBRECIPIENT.
17 Interpreter and translation services, including translation of SUBRECIPIENT's "vital documents" (those
18 documents that contain information that is critical for accessing SUBRECIPIENT's services or are required
19 by law) shall be provided to participants at no cost to the participant. SUBRECIPIENT shall ensure that any
20 employees, agents, subcontractor, or partners who interpret or translate for a program participant, or who
21 directly communicate with a program participant in a language other than English, demonstrate proficiency
22 in the participants' language and can effectively communicate any specialized terms and concepts peculiar
23 to SUBRECIPIENT's services.
24 14. CLEAN AIR AND WATER
25 In the event the funding under this Agreement exceeds One Hundred Thousand and No/100
26 Dollars ($100,000), SUBRECIPIENT shall comply with all applicable standards, orders or requirements
27 issued under the Clear Air Act contained in 42 U.S. Code 7601 et seq; the Clean Water Act contained in 33
28 U.S. Code 1368 et seq.; and any standards, laws and regulations, promulgated thereunder. Under these
-9-
1 laws and regulations, SUBRECIPIENT shall assure:
2 A. No facility shall be utilized in the performance of the Agreement that has been listed on
3 the Environmental Protection Agency (EPA) list of Violating Facilities;
4 B. COUNTY shall be notified prior to execution of this Agreement of the receipt of any
5 communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to be
6 utilized in the performance of this Agreement is under consideration to be listed on the EPA list of
7 Violating Facilities;
8 C. COUNTY and U.S. EPA shall be notified about any known violation of the above laws
9 and regulations; and
10 D. This assurance shall be included in every nonexempt subgrant, contract, or
11 subcontract.
12 15. DRUG-FREE WORKPLACE REQUIREMENTS
13 For purposes of this paragraph, SUBRECIPIENT will be referred to as the "grantee." By
14 drawing funds against this grant award, the grantee is providing the certification that is required by
15 regulations implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These
16 regulations require certification by grantees that they will maintain a drug-free workplace. False certification
17 or violation of the certification shall be grounds for suspension of payments, suspension or termination of
18 grants, or government wide suspension or debarment. SUBRECIPIENT shall also comply with the
19 requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et seq.)
20 16. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INTELIGIBILITY, AND
21 VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
22 A. COUNTY and SUBRECIPIENT recognize that SUBRECIPIENT is a recipient of State
23 funds under the terms of this Agreement. By signing this Agreement, SUBRECIPIENT agrees to notify
24 COUNTY of any past, present, or future Federal suspension or debarment. By signing this Agreement,
25 SUBRECIPIENT attests to the best of its knowledge and belief, that it and its principals:
26 1) Are not presently debarred, suspended, proposed for debarment, declared
27 ineligible, or voluntarily excluded by any Federal department or agency; and
28 2) Shall not knowingly enter into any covered transaction with an entity or person
-10-
1 who is proposed for debarment under Federal regulations, debarred, suspended, declared ineligible, or
2 voluntarily excluded from participation in such transaction.
3 B. SUBRECIPIENT shall provide immediate written notice to COUNTY if at any time
4 during the term of this Agreement SUBRECIPIENT learns that the representations it makes above were
5 erroneous when made or have become erroneous by reason of changed circumstances.
6 C. SUBRECIPIENT shall include a clause titled "Certification Regarding Debarment,
7 Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions" and similar in
8 nature to this paragraph in all lower tier covered transactions and in all solicitations for lower tier covered
9 transactions.
10 D. SUBRECIPIENT shall, prior to soliciting or purchasing goods and services in
11 excess of$25,000 funded by this Agreement, review and retain the proposed vendor's suspension and
12 debarment status at https://www.sam.gov/SAM/.
13 17. CONFIDENTIALITY
14 All services performed by SUBRECIPIENT under this Agreement shall be in strict
15 conformance with all applicable Federal, State of California, and/or local laws and regulations relating to
16 confidentiality.
17 18. DATA SECURITY
18 Individuals and/or agencies that enter into a contractual relationship with the COUNTY for
19 the purpose of providing services must employ adequate controls and data security measures, both
20 internally and externally to ensure and protect the confidential information and/or data provided to
21 contractor by the COUNTY, preventing the potential loss, misappropriation or inadvertent access, viewing,
22 use or disclosure of COUNTY data including sensitive or personal client information; abuse of COUNTY
23 resources; and/or disruption to COUNTY operations.
24 Individuals and/or agencies may not connect to or use COUNTY networks/systems via
25 personally owned mobile, wireless or handheld devices unless authorized by COUNTY for telecommuting
26 purposes and provide a secure connection; up to date virus protection and mobile devices must have the
27 remote wipe feature enabled. Computers or computer peripherals including mobile storage devices may not
28 be used (COUNTY or SUBRECIPIENT device) or brought in for use into the COUNTY's system(s)without
-11-
1 prior authorization from COUNTY's Chief Information Officer and/or designee(s).
2 SUBRECIPIENT may not store COUNTY's private, confidential or sensitive data on any
3 hard-disk drive, portable storage device or remote storage installation unless encrypted according to
4 advance encryption standards (AES of 128 bit or higher).
5 The COUNTY will immediately be notified of any violations, breaches or potential breaches
6 of security related to COUNTY's confidential information, data and/or data processing equipment which
7 stores or processes COUNTY data, internally or externally.
8 COUNTY shall provide oversight to SUBRECIPIENT's response to all incidents arising from
9 a possible breach of security related to COUNTY's confidential client information. SUBRECIPIENT will be
10 responsible to issue any notification to affected individuals as required by law or as deemed necessary by
11 COUNTY in its sole discretion. SUBRECIPIENT will be responsible for all costs incurred as a result of
12 providing the required notification.
13 19. PROPERTY OF COUNTY
14 SUBRECIPIENT agrees to take reasonable and prudent steps to ensure the security of
15 any and all said hardware and software provided to it by COUNTY under this Agreement, to maintain
16 replacement-value insurance coverages on said hardware and software of like kind and quality
17 approved by COUNTY.
18 All purchases over Five Thousand Dollars ($5,000) made during the life of this
19 Agreement that will outlive the life of this Agreement shall be identified as fixed assets with an assigned
20 Fresno County DSS Accounting Inventory Number. These fixed assets shall be retained by COUNTY,
21 as COUNTY property, in the event this Agreement is terminated or upon expiration of this Agreement.
22 SUBRECIPIENT agrees to participate in an annual inventory of all COUNTY fixed assets and shall be
23 physically present when fixed assets are returned to COUNTY possession at the termination or
24 expiration of this Agreement. SUBRECIPIENT is responsible for returning to COUNTY all COUNTY
25 owned fixed assets upon the expiration or termination of this Agreement.
26 20. INDEPENDENT AUDIT
27 A. COUNTY reserves the right to perform or cause to be performed a financial audit. At
28 COUNTY's request, the SUBRECIPIENT shall provide, at its own expense, a financial audit prepared by a
-12-
1 certified public accountant. HEAP administrative funds may be used to fund this expense.
2 1) If a financial audit is required by COUNTY, the audit shall be performed by an
3 independent certified public accountant.
4 2) The SUBRECIPIENT shall notify COUNTY of the auditor's name and address
5 immediately after the selection has been made. The contract for the audit shall allow access by COUNTY
6 and State representatives to the independent auditor's working papers.
7 3) The SUBRECIPIENT is responsible for the completion of audits and all costs of
8 preparing audits.
9 4) The completed audit report shall be submitted by the auditor to COUNTY within
10 three business days of completion.
11 5) If there are audit findings, the SUBRECIPIENT must submit a detailed response
12 acceptable to COUNTY for each audit finding within 90 days from the date of the audit finding report.
13 B. Failure to comply with the above provisions may result in COUNTY performing the
14 necessary audit tasks or contracting with a qualified accountant to perform said audit. All audit costs related
15 to this Agreement are the sole responsibility of SUBRECIPIENT who agrees to take corrective action to
16 eliminate any material noncompliance or weakness found as a result of such audit. Audit work performed
17 by COUNTY under this paragraph shall be billed to SUBRECIPIENT at COUNTY cost, as determined by
18 COUNTY's Auditor-Controller/Treasurer-Tax Collector.
19 21. AUDITS AND INSPECTIONS
20 The SUBRECIPIENT shall at any time during business hours, and as often as the COUNTY
21 may deem necessary, make available to the COUNTY for examination all of its records and data with
22 respect to the matters covered by this Agreement. The SUBRECIPIENT shall, upon request by the
23 COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure
24 SUBRECIPIENT'S compliance with the terms of this Agreement.
25 SUBRECIPIENT shall make available all records and accounts for inspection and audit by
26 COUNTY, the State of California, the Comptroller General of the United States, a Federal Grantor Agency,
27 or any of their duly authorized representatives, at all reasonable times for a period of at least five (5) years
28 following final payment under this Agreement or the closure of all other pending matters, whichever is later.
-13-
1 In addition, SUBRECIPIENT shall cooperate and participate with COUNTY's fiscal review
2 process and comply with all final determinations rendered by the COUNTY's fiscal review process. If
3 COUNTY reaches an adverse decision regarding SUBRECIPIENT's services to consumers, it may result in
4 the disallowance of payment for services rendered; or in additional controls to the delivery of services, or in
5 the termination of this Agreement, at the discretion of COUNTY's DSS Director or designee. If as a result of
6 COUNTY's fiscal review process a disallowance is discovered due to SUBRECIPIENT's deficiency,
7 SUBRECIPIENT shall be financially liable for the amount previously paid by COUNTY to SUBRECIPIENT
8 and this disallowance will be adjusted from SUBRECIPIENT's future payments, at the discretion of
9 COUNTY's DSS Director or designee. In addition, COUNTY shall have the sole discretion in the
10 determination of fiscal review outcomes, decisions and actions.
11 22. FRATERNIZATION
12 SUBRECIPIENT shall establish procedures addressing fraternization between
13 SUBRECIPIENT's staff and clients. Such procedures will include provisions for informing
14 SUBRECIPIENT's staff and clients regarding fraternization guidelines.
15 23. STATE ENERGY CONSERVATION
16 SUBRECIPIENT must comply with the mandatory standard and policies relating to energy
17 efficiency which are contain in the State Energy Conservation Plan issued in compliance with 42 United
18 States (US) Code sections 6321, et. seq.
19 24. CHARITABLE CHOICE
20 SUBRECIPIENT may not discriminate in its program delivery against a client or potential
21 client on the basis of religion or religious belief, a refusal to hold a religious belief, or a refusal to actively
22 participate in a religious practice. Any specifically religious activity or service made available to individuals
23 by the SUBRECIPIENT must be voluntary as well as separate in time and location from COUNTY funded
24 activities and services. SUBRECIPIENT shall inform COUNTY as to whether it is faith-based. If
25 SUBRECIPIENT identifies as faith-based, they must submit to DSS a copy of its policy on referring
26 individuals to alternate treatment SUBRECIPIENT, and include a copy of this policy in their client admission
27 forms. The policy must inform individuals that they may be referred to an alternative provider if they object
28 to the religious nature of the program, and include a notice to DSS. Adherence to this policy will be
-14-
1 monitored during site reviews, and a review of client files. If SUBRECIPIENT identifies as faith-based, by
2 July 1 of each year SUBRECIPIENT will be required to report to DSS the number of individuals who
3 requested referrals to alternate providers based on religious objection.
4 25. PROHIBITION ON PUBLICITY
5 None of the funds, materials, property or services provided directly or indirectly under this
6 Agreement shall be used for SUBRECIPIENT's advertising, fundraising, or publicity (i.e., purchasing of
7 tickets/tables, silent auction donations, etc.)for the purpose of self-promotion. Notwithstanding the above,
8 publicity of the services described in Paragraph One (1) of this Agreement shall be allowed as necessary to
9 raise public awareness about the availability of such specific services when approved in advance by the
10 Director or designee and at a cost as provided in Exhibit B for such items as written/printed materials, the
11 use of media (i.e., radio, television, newspapers) and any other related expense(s).
12 26. PUBLIC INFORMATION
13 SUBRECIPIENT shall disclose COUNTY as a funding source in all public information.
14 27. NOTICES
15 The persons and their addresses having authority to give and receive notices under this
16 Agreement include the following:
17 COUNTY SUBRECIPIENT
Director, COUNTY OF FRESNO Deputy Chief Operatinq Officer
18 Department of Social Services WestCare California, Inc.
P.O. Box 1912 1900 N. Gateway Blvd., Suite 100
19 Fresno, CA 93718-1912 Fresno, CA 93727
20 All notices between the COUNTY and SUBRECIPIENT provided for or permitted under this
21 Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
22 an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
23 personal service is effective upon service to the recipient. A notice delivered by first-class United States
24 mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
25 addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
26 COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
27 with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
28 telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
-15-
1 completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
2 next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
3 completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
4 establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
5 including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
6 beginning with section 810).
7 28. GOVERNING LAW
8 Venue for any action arising out of or related to this Agreement shall only be in Fresno
9 County, California.
10 The rights and obligations of the parties and all interpretation and performance of this
11 Agreement shall be governed in all respects by the laws of the State of California.
12 29. CHANGE OF LEADERSHIP/MANAGEMENT
13 In the event of any change in the status of SUBRECIPIENT's leadership or management,
14 SUBRECIPIENT shall provide written notice to COUNTY within thirty (30) days from the date of change.
15 Such notification shall include any new leader or manager's name, address and qualifications. "Leadership
16 or management" shall include any employee, member, or owner of SUBRECIPIENT who either a) directs
17 individuals providing services pursuant to this Agreement, b) exercises control over the manner in which
18 services are provided, or c) has authority over SUBRECIPIENT's finances.
19 30. LOBBYING AND POLITICAL ACTIVITY
20 None of the funds provided under this Agreement shall be used for publicity, lobbying or
21 propaganda purposes designed to support or defeat legislation pending in the Congress of the United
22 States of America or the Legislature of the State of California.
23 SUBRECIPIENT shall not directly or indirectly use any of the funds under this Agreement for
24 any political activity or to further the election or defeat of any candidate for public office.
25 31. DISCLOSURE OF SELF-DEALING TRANSACTIONS
26 This provision is only applicable if the SUBRECIPIENT is operating as a corporation (a
27 for-profit or non-profit corporation) or if during the term of the agreement, the SUBRECIPIENT changes
28 its status to operate as a corporation.
-16-
1 Members of the SUBRECIPIENT's Board of Directors shall disclose any self-dealing
2 transactions that they are a party to while SUBRECIPIENT is providing goods or performing services
3 under this agreement. A self-dealing transaction shall mean a transaction to which the SUBRECIPIENT
4 is a party and in which one or more of its directors has a material financial interest. Members of the
5 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
6 signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit D and incorporated
7 herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
8 transaction or immediately thereafter.
9 32. SEVERABILITY
10 The provisions of this Agreement are severable. The invalidity or unenforceability of any
11 one provision in the Agreement shall not affect the other provisions.
12 33. ENTIRE AGREEMENT
13 This Agreement constitutes the entire agreement between the SUBRECIPIENT and
14 COUNTY with respect to the subject matter hereof and supersedes all previous Agreement negotiations,
15 proposals, commitments, writings, advertisements, publications, and understanding of any nature
16 whatsoever unless expressly included in this Agreement.
17 N
18 W
19 W
20 W
21 N
22 W
23 W
24 W
25 N
26 W
27 W
28 N
-17-
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written.
3
4 SUBRECIPIENT: COUNTY OF FRESNO
WestCare California, ) c.
5
6 By:
Nathan Ma—giiig, Chairman of the Board of
7 Print Name:'VCle, Supervisors of the County of Fresno
8 Title:'�-�o j-L' CCU
Chairman d the Board, or
9 President, or any Vice President
ATTEST:
10 Am-"5,h n' ao Bernice E. Seidel
11 �S�vC�.`'v11 iu �J��`°� �`7 --�I Clerk of the Board of Supervisors
County of Fresno, State of California
12 By: t/`,_
13 W"A'C (� \
Pri Name rr--j Ll A to A By:
14 Deputy
Title.
15 Secretary(of Corporation), or
16 any Assistant Secretary, or
Chief Financial Officer, or
17 any Assistant Treasurer
18
Mailing Address:
19 1900 N. Gateway Blvd., Suite 100, Fresno, CA 93727
Phone No: (559)251-4800
20 Contact: Deputy Chief Operating Officer
21
FOR ACCOUNTING USE ONLY:
22
Fund/Subclass: 0001/10000
23 ORG No.: 56107114
Account No.:7870
24
25
26
27
28 DEN:Im
-18-
Exhibit A
Page 1 of 2
SUMMARY OF SERVICES
ORGANIZATION: WestCare California, Inc. (WestCare)
ADDRESS: 1900 N. Gateway Blvd., Suite 100, Fresno, CA 93727
TELEPHONE: (559) 251-4800
CONTACT: Shawn Jenkins, Deputy Chief Operating Officer
EMAIL: shawn.jenkins@WestCare.com
CONTRACT: Housing Navigation Services
CONTRACT TERM: July 9, 2019 through May 31, 2021
CONTRACT AMOUNT: $455,945.00
SUMMARY OF SERVICES
WestCare will work with the Fresno Madera Continuum of Care (FMCoC) Coordinated Entry
System (CES) to offer Housing Navigation (Navigation) services, in coordination with other
complementary services, as part of participants' path from homelessness to permanent housing.
Navigators will assist homeless clients programs to locate an appropriate permanent housing
placement and attain housing; help clients access necessary social, health care, and
employment services; and aid them in overcoming obstacles to housing stability.
WestCare will provide a minimum of three Navigator positions. One of the Navigator positions
will be dedicated to Youth Navigation services. The Youth Navigator shall serve individuals
between 18 and 24 years old, or families with a head of household between 18 and 24 years
old. If there is an insufficient population of youth for the Youth Navigator to sustain a full
caseload, the target population may be expanded to other homeless adults, at the discretion of
the County, under documented circumstances.
TARGET POPULATION
The target populations for Navigation services are individuals or families that are experiencing
homelessness Fresno and Madera Counties. Navigators will serve both metro and rural areas of
Fresno and Madera counties.
Youth Navigation services will be targeted to those who are between the ages of 18 and 24 at
point of entry into services.
HOUSING NAVIGATION SERVICES
Navigators will have comprehensive knowledge of CES and local and mainstream resources,
and will be responsible for monitoring and assisting clients through and among services that are
required to achieve housing stability. Navigator positions will provide individualized client
support by helping participants address and overcome any barriers faced in the housing
process, based on their specific situation and needs. Navigators will also provide weekly
updates to the CES Master By Name List for all assigned clients, and participate in weekly
FMCoC case conferencing meetings.
Navigators will assist clients in securing all documents and services needed to obtain housing,
such as identification, disability/income verification, and any other documentation needed.
Navigators will assist clients with applying for housing vacancies, with completing supportive
and subsidized housing paperwork, and will monitor the application process to completion.
Exhibit A
Page 2 of 2
Navigators will ensure that "warm handoffs" are made whenever possible to transition clients to
other resources and services. A "warm handofff' entails a meeting during which a client is
referred from the Navigator to another service provider; the Navigator and client will attend this
meeting with the provider to introduce the client, provide needed background information, and
otherwise ensure a smooth transition.
SUBRECIPIENT RESPONSIBILITIES
• Maintain membership in good standing in the Fresno Madera Continuum of Care
(FMCoC) as defined by FMCoC bylaws, and participate in the Coordinated Entry System
(CES)
• Accept referrals only through the FMCoC CES.
• Manage a caseload of approximately 30 clients per Navigator, not to exceed 35 clients
per Navigator.
• In the event the number of referrals exceeds the number of available housing
placements, WestCare will prioritize referrals using the following criteria: Vulnerability
Index— Service Prioritization Decision Assistance Tool score, length of homelessness,
medical conditions, and any other relevant factors.
• Enter participant information into the Homeless Management Information System (HMIS)
in compliance with HEAP and HUD data collection, management, and reporting
standards.
• Ensure that the Youth Navigator serves individuals between 18 and 24 years old, and
families with a head of household between 18 and 24 years old at point of entry to
services, unless a documented exception exists.
• Meet with County staff monthly, or as often as needed, for service coordination,
problem/issue resolution, information sharing, training, review, and monitoring of
services.
• Engage clients in a linguistically and culturally-appropriate manner, including the use of
interpreters when needed.
• Provide annual Civil Rights training to staff at the beginning of every calendar year, and
provide relevant verification to the County of Fresno by April 1.
PERFORMANCE OUTCOMES
WestCare shall 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.
WestCare shall meet the following outcomes anually:
• Provide Navigation services to a minimum of 135 unduplicated participants.
• A minimum of 80% of participants will exit to permanent housing.
• A minimum of 80% of those who exit the program to permanent housing will remain in
permanent housing six months after exiting the program.
• Complete 100% of HMIS entries within 7 days of program entry.
Exhibit B
BUDGET SUMMARY
ORGANIZATION: WestCare California, Inc.
SERVICES: Housing Navigation
CONTRACT TERM: July 9, 2019 through May 31, 2021
CONTRACT AMOUNT: $455,945.00
Budget Categories Amount
Personnel
Salaries
2 FTE Navigators
1 FTE Youth Navigator
.081 FTE Program Director
Payroll Taxes
Benefits
Subtotal $313,863.00
Services & Supplies
Insurance
Communication
Office Expenses
Equipment
Travel and Transportation
Program Supplies
Staff Training
Client Needs
HMIS
Fiscal &Audits
Training
Subtotal $108,360.00
Indirect Costs
Indirect Costs
Subtotal $33,722.00
Total $455,945.00
Exhibit C
1 of 17
County of Fresno
18-HEAP-00027
Page 1 of 3
Standard Agreement
EXHIBIT A
AUTHORITY, PURPOSE AND SCOPE OF WORK
Homeless Emergency Aid Program (HEAP)
1. Authoritv
Pursuant to Chapter 5 (commencing with Section 50210) of Part 1 of Division 31 of
the Health and Safety Code, and all other relevant provisions established under SB
850 (Chapter 48, Statutes of 2018), the State has established the Homeless
Emergency Aid Program ("HEAP" or "the Program" or "the grant"). The Program is
administered by the California Homeless Coordinating and Financing Council
("Council") in the Business, Consumer Services and Housing Agency ("Agency").
HEAP provides one-time flexible block grant funds to Administrative. Entities as
defined in the September 5, 20,18 HEAP Notice of Funding Availability (NOFA) and
Large Cities to address their immediate homelessness challenges. This Standard
Agreement along with all its exhibits ("Agreement") is entered into by-the Agency and
an Administrative Entity or Large City ("Contractor") under the authority of, and in
furtherance of the purpose of, the Program. In signing this Agreement and thereby
accepting this award of funds, the Contractor agrees to comply with the terms and
conditions of the Agreement, the Notice of Funding Availability ("NOFA") under which
the Contractor applied, the representations contained in the Contractor's application,
and the requirements of the authority cited above.
2. Purpose
The general purpose of the Program is to provide one-time block grant funding to
address the immediate emergency needs of homeless individuals and individuals at
imminent risk of homelessness in the service-area of each Contractor. In accordance
with the authority cited above, an application was made by the Contractor for HEAP
funds to be allocated for eligible uses under the grant, which include, but are not
limited to, the following: services, rental,assistance or subsidies, capital improvements
and homeless youth activities.
3. Definitions
Terms herein shall have the same meaning as the definitions set forth in the HEAP
NOFA.
4. Scope of Work
The Scope of Work("Work") for this Agreement shall include one-time uses that are
consistent with Chapter 5 (commencing with Section 50210) of Part 1 of Division 31
of the Health and Safety Code, and all other relevant provisions established under SB
850 (Chapter 48, Statutes of 2018), for eligible uses, which include, but are not limited
to, one or more of the following:
Homeless Emergency Aid Program Contractor's InitiaAA41—
NOFA Dater 09/05/2018
Exhibit C
2of17
County of Fresno
18-HEAP-00027
Page 2 of 3
Standard Agreement
EXHIBIT A
A. Services,
B. Rental Assistance or Subsidies,
C. Capital Improvements,
D. Homeless Youth Set-Aside,
E. Administrative Costs, and
F. Other
5. Agency Contract Coordinator
The Agency's Contract Coordinator for this Agreement is the Council's HEAP Grant
Manager or the Grant Manager's designee. Unless otherwise instructed, any notice,
report, or other communication requiring Contractor signature for this Agreement shall
be mailed by first class mail to the Agency Contract Coordinator at the following
address:
Business, Consumer Services and Housing Agency
Attn: Homeless Emergency Aid Program Grant Manager
915 Capitol Mall, Suite 350-A
Sacramento, CA 95814
6. Contractor's Contract Coordinator
The Contractor's Contract Coordinator ("Authorized Representative") for this
Agreement is listed below. Unless otherwise informed, any notice, report or other
communication required by this Agreement will be mailed by first class mail to the
Contractor's Contract Coordinator at the following address:
Contractor's
Authorized
Representative Laura Moreno, Program Manager
I
Name:
i
Address: 200 W. Pontiac Way, Building 3
` Clovis, CA 93612
Phone: (559) 600-2335
Email: lhaga@fresnocountyca.gov
Homeless Emergency Aid Program
NOFA Date: 09/05/2018
Exhibit C
3of17
County of Fresno
18-HEAP-00027
Page 3 of 3
Standard Agreement
EXHIBIT A
7. Effective Date, Term of Agreement, and Deadlines
A. This Agreement is effective upon approval by the Agency (indicated by the
signature provided by Agency in the lower left section of page one, Standard
Agreement, STD. 213), when signed by all parties.
B. All HEAP grant funds must be at least fifty percent contractually obligated by
January 1, 2020. One hundred percent of Program funds must be expended by
June 30, 2021. Any funds not expended by that date shall be returned to the
Agency and will revert to the General Fund (See Health and Safety Code Section
50215).
8. Special Conditions
Agency reserves the right to add any special conditions to this Agreement it deems
necessary to ensure the goals of the Program are achieved.
Homeless Emergency Aid Program
NOFA Date: 09/05/2018
Exhibit C
4of17
County of Fresno
18-HEAP-00027
Page 1 of 3
Standard Agreement
EXHIBIT B
BUDGET DETAIL AND PAYMENT PROVISIONS
Homeless Emergency Aid Program (HEAP)
1. Budget Detail
The Contractor agrees that HEAP funds shall be expended on one-time uses that
address immediate homelessness challenges.
Consistent with the application submitted by the Contractor on December 12, 2018,
the Business, Consumer Services and Housing Agency ("Agency") shall award funds
in the form of a grant for the following eligible activities:
A. Capital Improvements: $ 0.00
B. Services: $ 7,073,213.70
C. Rental Assistance or Subsidies: $ 994,679.00
D. Homeless Youth Set-Aside: $ 475,068.14
E. Administrative Costs: $ 475,068.00
F. Other: $ 483,334.00
Total HEAP Award Amount: $9,501,362.84
2. General Conditions Prior to Disbursement
General Requirements — All Contractors must submit the following forms prior to
HEAP funds being released:
A. Request for Funds Form (RFF),
B. Four original copies of the signed STD. 213 form and initialed Exhibits A through
D, and '
C. Any other documents, certifications, or evidence requested by Agency as part of
the HEAP application.
3. Expenditure of Funds
Specific requirements and deadlines for contractually obligating and expending
awarded funds are defined in the HEAP statutes. Health and Safety Code Sections
50214 and.50215 mandate the following:
A. No more than five (5) percent of HEAP funds may be used for administrative costs
related to the execution of eligible activities.
B. No less than five (5) percent of HEAP funds shall be used to establish or expand
services meeting the needs of homeless youth or youth at risk of homelessness.
C. No less than 50 percent of HEAP funds shall be contractually obligated by January
1, 2020.
D. One hundred percent of HEAP funds shall be expended by June 30, 2021.
Homeless Emergency Aid Program Contractors Initi46
NOFA Date:'09/05/2018
Exhibit C
5of17
County of Fresno
18-HEAP-00027
Page 2 of 3
Standard Agreement
EXHIBIT B
E. Any funds not expended by June 30, 2021 shall be returned to Agency and will
revert to the General Fund.
Homeless Coordinating and Financing Council ("Council") staff will provide ongoing
technical assistance and training to support Contractors in successfully complying with
these requirements and deadlines.
HEAP funds may not be obligated and expended prior to the effective date of this
Agreement or prior to Contractor's receipt of HEAP funds, whichever date is later,
even if it is for an eligible use under the statute. Program funds shall be expended in
compliance with the requirements set forth in Chapter 5 of Part 1 of Division 31 of the
Health and Safety Code and all other relevant provisions established under SB 850,
the NOFA, and this Agreement.
4. Disbursement of Funds
HEAP funds will be disbursed to the Contractor upon receipt, review and approval of
the completed RFF by Agency, which will then forward the RFF to the State
Controller's Office ("SCO") for a check to be issued. The RFF must include the
proposed activities and amount of funds proposed for expenditure under each eligible
use. HEAP funds will be disbursed in a single allocation once the RFF has been
received by the SCO.
5. Budget Changes
After the effective date of this Agreement, the Contractor agrees that no changes shall
be made to the Contractor's HEAP budget, funded homeless service providers
("subrecipients"), or eligible activities listed in the RFF without first obtaining approval
from Agency. Any changes to this Agreement must be requested by the Contractor in
writing through submission of a Change Request Form. Changes must be approved
in writing by Agency.
6. Ineligible Costs
HEAP funds shall not be used for costs associated with activities in violation of any
law or for any activities not consistent with the intent of the Program and the eligible
uses identified in Health and Safety Code Section 50214.
Agency reserves the right to request additional information and clarification to
determine the reasonableness and eligibility of all costs to be paid with funds made
available by this Agreement. If the Contractor or its funded subrecipients use HEAP
funds to pay for ineligible activities, the Contractor shall be required to reimburse these
funds to Agency.
Homeless Emergency Aid Program
NOFA Date: 09/05/2018
Exhibit C
6of17
County of Fresno
18-HEAP-00027
Page 3 of 3
Standard Agreement
EXHIBIT B
A. An expenditure which is not authorized by this Agreement, or which cannot be
adequately documented, shall be disallowed and must be reimbursed to Agency
by the Contractor.
B. Expenditures for activities not described in Exhibit A or Paragraph 1 above shall
be deemed authorized if the activities are consistent with Health and Safety Code
Section 50214 and such activities are included in the approved RFF or are
approved in writing by Agency prior to the expenditure of funds for those activities.
C. Agency, at its sole and reasonable discretion, shall make the final determination
regarding the allowability of expenditures of HEAP funds.
D. Program funds shall not be used for overhead or planning activities, including
Homeless Management Information Systems or Homelessness Plans.
7. Administrative Costs
The Contractor must comply with Health and Safety Code Section 50214, which limits
administrative costs related to the execution of eligible activities to no more than five
percent of HEAP funds. For purposes of this Program, "administrative costs" does not
include staff costs directly related to carrying out the eligible activities described in
Paragraph 1 of this Exhibit.
Homeless Emergency Aid Program
NOFA Date: 09/05/2018
Exhibit C
7of17
County of Fresno
18-HEAP-00027
Page 1 of 9
Standard Agreement
EXHIBIT C
TERMS AND CONDITIONS
Homeless Emergency Aid Program (HEAP)
1. Effective Date, Commencement of Work and Completion Dates
A. This Agreement is effective upon approval by Agency, which is indicated by the
signature provided by Agency in the, lower left-hand corner of page one, Standard
Agreement, STD. 213, when signed'by all parties. Contractor agrees that the work
shall not commence, nor any costs to be paid with HEAP funds be incurred or
obligated by any party, prior to execution of this Agreement by Agency and the
Contractor, or prior to Contractor's receipt of HEAP funds, whichever date is later.
Contractor agrees that the work shall be completed by the expenditure date
specified in Exhibit A, Paragraph 6.
B. Contractor must contractually obligate no less than 50 percent of HEAP funds by
January 1, 2020. One hundred percent of HEAP funds shall be expended by June
30, 2021. Any funds not expended by June 30, 2021 shall be returned to Agency
and revert to the GeneralFund. "Obligate" means that the Contractor has placed
orders, awarded contracts, received services, or entered similar transactions that
require payment from the grant amount. In the case of an award made to a general
purpose local government that subcontracts with private nonprofit organizations
via letters of awards and Service Provider Agreements, the Subcontractors are
required to obligate the funds by the same statutory deadlines. "Expended" means
all HEAP funds obligated under contract or subcontract have been fully paid and
receipted, and no invoices remain outstanding.
C. Contractor and its Subcontractors agree that the work shall be completed by the
expiration date specified in Exhibit A, Paragraph 6 and that the Scope of Work will
be provided for the full term of this Agreement.
2. Sufficiency of Funds and Termination
A. Agency may terminate this Agreement at any time for cause by giving a minimum
of 14 days' notice of termination, in writing, to the Contractor. Cause shall consist
of: violations of any terms or conditions of this Agreement, or any breach of
contract as described in Paragraph 7; violation of any Federal or State Laws or
Regulations; or withdrawal of Agency's expenditure authority. Upon termination of
this Agreement, unless otherwise approved in writing by Agency, any unexpended
funds received by the Contractor shall be returned to Agency within thirty days of
the Notice of Termination.
B. This Agreement is valid and enforceable only if sufficient funds are made available
to Agency by legislative appropriation. In addition, this Agreement is subject to any
additional restrictions, limitations or conditions, or statutes, regulations or any other
Homeless Emergency Aid Program Contractor's Initial
NOFA Date: 09/05/2018
Exhibit C
8of17
County of Fresno
18-HEAP-00027
Page 2 of 9
Standard Agreement
EXHIBIT C
laws, whether federal or those of the State of California, or of any agency,
department, or any political subdivision of the federal or State of California
governments, which may affect the provisions, terms or funding of this Agreement
in any manner.
3. Transfers
Contractor may not transfer or assign by subcontract or novation, or by any other
means, the rights, duties, or performance of this Agreement or any part thereof, except
with the prior written approval of Agency and a formal amendment to this Agreement
to affect such subcontract or novation.
4. Contractor's Application for Funds
Contractor has submitted to Agency an application for HEAP funds to provide urgently
needed emergency assistance to homeless people in communities with a declared
shelter crisis or applicable waiver as authorized by Health and Safety Code Section
50212(b). Agency is entering into this Agreement on the basis of, and in substantial
reliance upon, Contractor's facts, information, assertions and representations
contained in that Application, and in any subsequent modifications or additions thereto
approved by Agency. The Application and any approved modifications and additions
thereto are hereby incorporated into this Agreement.
Contractor warrants that all information, facts, assertions and representations
contained in the Application and approved modifications and additions thereto are
true, correct, and complete to the best of Contractor's knowledge. In the event that
any part of the Application and any approved modification and addition thereto is
untrue, incorrect, incomplete, or misleading in such a manner that would substantially
affect Agency approval, disbursement, or monitoring of the funding and the grants or
activities governed by this Agreement, then Agency may declare a breach hereof and
take such action or pursue such remedies as are provided for breach hereof.
5. Reporting/Audits
A. The Contractor shall submit an annual report to Agency on forms provided by
Agency, by January 1, 2020 and January 1, 2021. If the Contractor fails to provide
such documentation, Agency may disencumber any portion of the amount
authorized by this Agreement with a 14-day written notification. The Contractor
shall also submit a final report by September 30, 2021.
B. The annual report shall contain a detailed report containing the following:
1. Amounts awarded to subrecipients with activity(ies) identified.
2. Contract expenditures.
3. Unduplicated number of homeless persons or persons at imminent risk of
homelessness served.
Homeless Emergency Aid Program
NOFA Date 09/05/2018
Exhibit C
9of17
County of Fresno
18-HEAP-00027
Page 3 of 9
Standard Agreement
EXHIBIT C
4. Number of instances of service (defined in September 5, 2018 HEAP NOFA).
5. Increases in capacity for new and existing programs.
6. The number of unsheltered homeless persons becoming sheltered.
7. The number of homeless persons entering permanent housing.
Breakdowns will be expected for each activity (i.e. services, capital improvements,
rental assistance, etc.) and program type (i.e. emergency shelter, rapid re-housing,
outreach, etc.) for the supplemental reporting requirements listed above, when
applicable. The same information will also be requested specifically for the following
subpopulations, based on priorities defined by the U.S. Department of Housing and
Urban Development (HUD):
1. Chronically homeless
2. Homeless veterans
3. Unaccompanied homeless youth
4. Homeless persons in families with children
Counts by subpopulation will not be required in cases where that information is
unavailable, but it is expected in cases where client information is entered in a
Homeless Management Information System (HMIS). Additional breakdowns for other
subgroups (e.g. race, ethnicity, disability status, etc.) are optional, if the Contractor
chooses to include them.
The Contractor will also be asked to comment on the following:
1. Progress made toward local homelessness goals.
2. The alignment between HEAP funding priorities and "Housing First" principles
adopted by the Homeless Coordinating and Financing Council.
3. Any other effects from HEAP funding that the CoC or large city would like to
share (optional).
C. Agency reserves the right to perform or cause to be performed a financial audit. At
Agency request, the Contractor shall provide, at its own expense, a financial audit
prepared by a certified public accountant. HEAP administrative funds may be used
to fund this expense.
1. If a financial audit is required by Agency, the audit shall be performed by an
independent certified public accountant.
2. The Contractor shall notify Agency of the auditor's name and address
immediately after the selection has been made. The contract for the audit shall
allow access by Agency to the independent auditor's working papers.
3. The Contractor is responsible for the completion of audits and all costs of
preparing audits.
4. If there are audit findings, the Contractor must submit a detailed response
acceptable to Agency for each audit finding within 90 days from the date of the
Homeless Emergency Aid Program
NOFA Date. 09/05/2018
Exhibit C
10 of 17
County of Fresno
18-HEAP-00027
Page 4 of 9
Standard Agreement
EXHIBIT C
audit finding report.
6. Retention and Inspection of Records
A. The Contractor agrees that Agency or its designee shall have the right to review,
obtain, and copy all records and supporting documentation pertaining to
performance of this Agreement. The Contractor agrees to provide Agency or its
designee, with any relevant information requested. The Contractor agrees to
permit Agency or its designee access to its premises, upon reasonable notice,
during normal business hours for the purpose of interviewing employees who might
reasonably have information related to such records and inspecting and copying
such books, records, accounts, and other materials that may be relevant to a
matter under investigation for the purpose of determining compliance with the
Chapter 5 of Part 1 of Division 31 of the Health and Safety Code and all other
applicable requirements established under SB 850, HEAP program guidance
document published on the website, and this Agreement.
B. The Contractor further agrees to retain all records described in Paragraph A for a
minimum period of five (5) years after the termination of this Agreement.
1. If any litigation, claim, negotiation, audit, monitoring, inspection or other action
has been commenced before the expiration of the required record retention
period, all records must be retained until completion of the action and resolution
of all issues which arise from it.
7. Breach and Remedies
A. The following shall each constitute a breach of this Agreement:
1. Contractor's failure to comply with the terms or conditions of this Agreement.
2. Use of, or permitting the use of, HEAP funds provided under this Agreement
for any ineligible activities.
3. Any failure to comply with the deadlines set forth in this Agreement.
B. In addition to any other remedies that may be available to Agency in law or equity
for breach of this Agreement, Agency may:
1. Bar the Contractor from applying for future HEAP funds;
2. Revoke any other existing HEAP award(s) to the Contractor;
3. Require the return of any unexpended HEAP funds disbursed under this
Agreement;
4. Require repayment of HEAP funds disbursed and expended under this
Agreement;
5. Require the immediate return to Agency of all funds derived from the use of
HEAP funds including, but not limited to recaptured funds and returned funds;
Homeless Emergency Aid Program
NOFA Date 0 9/0 512 0 1 8
Exhibit C
11 of 17
County of Fresno
18-HEAP-00027
Page 5 of 9
Standard Agreement
EXHIBIT C
6. Seek, in a court of competent jurisdiction, an order for specific performance of
the defaulted obligation or the appointment of a receiver to complete the
technical assistance in accordance with HEAP requirements; and
7. Seek such other remedies as may be available under this Agreement or any
law.
C. All remedies available to Agency are cumulative and not exclusive.
D. Agency may give written notice to the Contractor to cure the breach or violation
within a period of not less than 15 days.
8. Waivers
No waiver of any breach of this Agreement shall be held to be a waiver of any prior or
subsequent breach. The failure of Agency to enforce at any time the provisions of this
Agreement, or to require at any time, performance by the Contractor of these
provisions, shall in no way be construed to be a waiver of such provisions nor to affect
the validity of this Agreement or the right of Agency to enforce these provisions.
9. Nondiscrimination
During the performance of this Agreement, Contractor and its subcontractors shall not
unlawfully discriminate, harass, or allow harassment against any employee or
applicant for employment because of sex (gender), sexual orientation, gender identity,
gender expression, race, color, ancestry, religion, creed, national origin (including
language use restriction), pregnancy, physical disability (including HIV and AIDS),
mental disability, medical condition (cancer/genetic characteristics), age (over 40),
genetic information, marital status, military and veteran status, and denial of medical
and family care leave or pregnancy disability leave. Contractors and subcontractors
shall ensure that the evaluation and treatment of their employees and applicants for
employment are free from such discrimination and harassment. Contractor or
subcontractors shall comply with the provisions of the Fair Employment and Housing
Act (Government Code section12990 (a-f) et seq.) and the applicable regulations
promulgated thereunder(California Code of Regulations, Title 2, section 7285 et seq.).
The applicable regulations of the Fair Employment and Housing Commission
implementing Government Code section 12990 (a-f), set forth in Chapter 5 of Division
4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement
by reference and made a part hereof as if set forth in full. Contractor and its
subcontractors shall give written notice of their obligations under this clause to labor
organizations with which they have a collective bargaining or other agreement.
10.Conflict of Interest
All participants are subject to State and Federal conflict of interest laws. Failure to
comply with these laws, including business and financial disclosure provisions, will
result in the application being rejected and any subsequent contract being declared
Homeless Emergency Aid Program
NOFA Date 09/05/2018
Exhibit C
12 of 17
County of Fresno
18-HEAP-00027
Page 6 of 9
Standard Agreement
EXHIBIT C
void. Other legal action may also be taken. Applicable statutes include, but are not
limited to, Government Code section 1090 and Public Contract Code, sections 10410
and 10411, for State conflict of interest requirements.
A. Current State Employees: No State officer or employee shall engage in any
employment, activity, or enterprise from which the officer or employee receives
compensation or has a financial interest, and which is sponsored or funded by any
State agency, unless the employment, activity, or enterprise is required as a
condition of regular State employment. No State officer or employee shall contract
on his or her own behalf as an independent contractor with any State agency to
provide goods or services.
B. Former State Employees: For the two-year period from the date he or she left State
employment, no former State officer or employee may enter into a contract in which
he or she engaged in any of the negotiations, transactions, planning,
arrangements, or any part of the decision-making process relevant to the contract
while employed in any capacity by any State agency. For the twelve-month period
from the date he or she left State employment, no former State officer or employee
may enter into a contract with any State agency if he or she was employed by that
State agency in a policy-making position in the same general subject area as the
proposed contract within the twelve-month period prior to his or her leaving State
service.
C. Employees of the Contractor: Employees of the Contractor shall comply with all
applicable provisions of law pertaining to conflicts of interest, including but not
limited to any applicable conflict of interest provisions of the California Political
Reform Act, Government Code section 87100 et seq.
11.Drug-Free Workplace Certification
Certification of Compliance: By signing this Agreement, Contractor, and its
subcontractors, hereby certify, under penalty of perjury under the laws of State of
California, compliance with the requirements of the Drug-Free Workplace Act of 1990
(Government Code 8350 et seq.) and have or will provide a drug-free workplace by
taking the following actions:
A. Publish a statement notifying employees and subcontractors that unlawful
manufacture, distribution, dispensation, possession, or use of a controlled
substance is prohibited and specifying actions to be taken against employees,
contractors, or subcontractors for violations, as required by Government Code
section 8355(a)(1).
B. Establish a Drug-Free Awareness Program, as required by Government Code
section 8355(a)(2) to inform employees, contractors, or subcontractors about all of
the following:
Homeless Emergency Aid Program
NOFA Date: 09/05/2018
Exhibit C
13 of 17
County of Fresno
18-HEAP-00027
Page 7 of 9
Standard Agreement
EXHIBIT C
1. The dangers of drug abuse in the workplace:
2. Contractor's policy of maintaining a drug-free workplace;
3. Any available counseling, rehabilitation, and employee assistance programs;
and,
4. Penalties that may be imposed upon employees, contractors, and
subcontractors for drug abuse violations.
C. Provide, as required by Government Code section 8355(a)(3), that every employee
and/or subcontractor who works under this Agreement:
1. Will receive a copy of Contractor's drug-free policy statement, and
2. Will agree to abide by terms of Contractor's condition of employment or
subcontract.
12.Child Support Compliance Act
For any Contract 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
and shall fully comply with all applicable state and federal laws relating to child and
family support 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 earnings
assignment orders of all employees and is providing the names of all new
employees to the New Hire Registry maintained by the California Employment
Development Department.
13.Special Conditions —Contractors/Subcontractor
The Contractor agrees to comply with all conditions of this Agreement including the
Special Conditions set forth in Exhibit D. These conditions shall be met to the
satisfaction of Agency prior to disbursement of funds. The Contractor shall ensure that
all Subcontractors are made aware of and agree to comply with all the conditions of
this Agreement and the applicable State requirements governing the use of HEAP
funds. Failure to comply with these conditions may result in termination of this
Agreement.
A. The Agreement between the Contractor and any Subcontractor shall require the
Contractor and its Subcontractors, if any, 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
Homeless Emergency Aid Program
NOFA Date: 09/05/2018
Exhibit C
14of17
County of Fresno
18-HEAP-00027
Page 8 of 9
Standard Agreement
EXHIBIT C
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 Contractor
or any Subcontractor in performing the Work or any part of it.
4. Agree to include all the terms of this Agreement in each subcontract.
14.Compliance with State and Federal Laws, Rules, Guidelines and Regulations
The Contractor agrees to comply with all State and Federal laws, rules and regulations
that pertain to construction, health and safety, labor, fair employment practices,
environmental protection, equal opportunity, fair housing, and all other matters
applicable and/or related to the HEAP program, the Contractor, its Subcontractors,
and all eligible activities.
Contractor shall also be responsible for obtaining any and all permits, licenses, and
approvals required for performing any activities under this Agreement, including those
necessary to perform design, construction, or operation and maintenance of the
activities. Contractor shall be responsible for observing and complying with any
applicable federal, state, and local laws, rules or regulations affecting any such work,
specifically those including, but not limited to, environmental protection, procurement,
and safety laws, rules, regulations, and ordinances. Contractor shall provide copies of
permits and approvals to Agency upon request.
15.Inspections
A. Contractor shall inspect any work performed hereunder to ensure that the work is
being and has been performed in accordance with the applicable Federal, State
and/or local requirements, and this Agreement.
B. Agency reserves the right to inspect any work performed hereunder to ensure that
the work is being and has been performed in accordance with the applicable
Federal, State and/or local requirements, and this Agreement.
C. Contractor agrees to require that all work that is determined based on such
inspections not to conform to the applicable requirements be corrected and to
withhold payments to the subrecipient or Subcontractor until it is corrected.
16.Litigation
A. If any provision of this Agreement, or an underlying obligation, is held invalid by a
court of competent jurisdiction, such invalidity, at the sole discretion of Agency,
shall not affect any other provisions of this Agreement and the remainder of this
Agreement shall remain in full force and effect. Therefore, the provisions of this
Agreement are and shall be deemed severable.
Homeless Emergency Aid Program
NOFA Date? 09/05/2018
Exhibit C
15 of 17
County of Fresno
18-HEAP-00027
Page 9 of 9
Standard Agreement
EXHIBIT C
B. The Contractor shall notify Agency immediately of any claim or action undertaken
by or against it, which affects or may affect this Agreement or Agency, and shall
take such action with respect to the claim or action as is consistent with the terms
of this Agreement and the interests of Agency.
i
Homeless Emergency Aid Program
NOFA Date: 09/05/2018
Exhibit C
16 of 17
County of Fresno
18-HEAP-00027
Page 1.of 1
Standard Agreement
Exhibit D
SPECIAL TERMS AND CONDITIONS
Homeless Emercencv Aid Program (HEAP)
1. All proceeds from-any interest-bearing account established by the Contractor for
the deposit of HEAP funds, along with any interest-bearing accounts opened by
Subrecipients to the Contractor for the deposit of HEAP funds, must be used for
HEAP-eligible activities. Consistent with Health and Safety Code Section 50214
(b), no more than five (5) percent of these proceeds may be used for general
administrative purposes. At least five (5) percent of these proceeds must be
allocated to establishing or expanding services for homeless youth, as defined-In
HEAP Program documents.
2. Any,housing-related activities funded with HEAP funds, including but not limited
to, emergency shelter,r rapid-rehousing, rental assistance, transitional housing and
permanent supportive housing must be in compliance or otherwise aligned with
the Core Components of Housing First, pursuant to Welfare and Institution Code
Section 8255(b).
3. The Contractor agrees to provide the Business, Consumer Services and Housing
Agency access to Homeless Management Information System ("HMIS') data
collected and entered into the Contractor's HMIS, upon request, and to participate
in any statewide data initiative as directed by BCSH including but not limited to, a
statewide data integration environment.
4. Pursuant to the information provided in the Contractor's application, the following
jurisdictions have declared and have in effect a shelter crisis in accordance with
Government Code Section 8698.2 at the time of this award, and are eligible to
receive HEAP funds throu h the Contractor:
City of Coalinga Cit of Madera Madera Count
City of Fresno City of Pariier Fresno County
City of Huron City of Sanger
The following jurisdictions have not declared a shelter crisis at the time of this
award and are not eligible to direct receive HEAP funds through-the Contractor:
City of Clovis City of Kerman City of Reedley
City of Chowchilla City of Kingsburg City of San Joaquin
City of Firebaugh City of Orange Cove City of Selma
City of Fowler
Homeless Emergency Aid Program Contractor's lniti
NOFA Date: 09/05/201 B
Exhibit C
STATE,OF CALIFORNIA 17 of 17
STANDARD AGREEMENT Agreement No. 19-082
STD 213(Rev 06/03) AGREEMENT NUMBER
18-HEAP-00027
REGISTRATION NUMBER
CA-514
1. This Agreement is entered into between the State Agency and the Contractor named below:
STATE AGENCY'S NAME
BUSINESS,CONSUMER SERVICES AND HOUSING AGENCY
CONTRACTORS NAME
County of Fresno
2, The term of this through 10/31/2021.
Agreement is: Upon BCSH Approval
3. The maximum amount
of this Agreement is: $9,501,362:84
4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made
a part of the Agreement.
Exhibit A- Authority, Purpose and Scope of Work 3
Exhibit B- Budget Detail and Payment Provisions 3
Exhibit C - Terms and Conditions 9
Exhibit D - Special Terms and Conditions 1
TOTAL NUMBER OF PAGES ATTACHED: 16
IN WITNESS WHEREOF,this Agreement has been executed by the parties hereto.
CONTRACTOR California Department of General
Services Use Only
CONTRACTOR'S NAME(if other than an individual,state whether a corporation,partnership,etc.)
County of Fresno
BY(Authorized Signature) DATE SIGNED(Do not type)
6e.b12X19
PRINTED NAME AND TITLE OF PERSON SIGNING
ADDRESS j
200 W. Pontiac Way, Building 3, Clovis, CA, 93612
STATE OF CALIFORNIA
AGENCY NAME
BUSINESS, CONSUME SERVICES AND HOUSING AGENCY
BY(Authorized re) DATE SIGNED(Do not type)
� (� y 1.-)
PRINTED NAM D TITLE RSON SIG NZ.
Alexis Podesta,Secretary ❑ Exempt per:
Business,Consumer Services and Housing Agency
ADDRESS
915 Capitol Mall, Suite 350-A, Sacramento,CA 95814
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of Fresno,State of California
By .. Deputy
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 2of2
(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: