HomeMy WebLinkAboutAgreement A-24-278 RHCB Sierra Terrace Agreement.pdf Agreement No. 24-278
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated June 4, 2024 and is between
3 RH Community Builders, a California Limited Partnership, whose address is 3040 N Fresno St.,
4 Fresno, CA 93703, ("Subrecipient"), and the County of Fresno, a political subdivision of the
5 State of California ("County").
6 Recitals
7 County, through the Department of Social Services (DSS) receives allocation funding from
8 the California Department of Social Services (CDSS) to administer the California Work
9 Opportunity and Responsibility to Kids (CalWORKs) Housing Support Program (HSP),
10 authorized by Senate Bill (SB) 855 (Chapter 29, Statutes of 2014). Services provided by
11 Subrecipient under this Agreement shall be funded in part with CalWORKs HSP funding.
12 County, through DSS, also receives allocation funding from CDSS to administer the Bringing
13 Families Home (BFH) program, authorized by Assembly Bill (AB) 1603 (Chapter 25, Statutes of
14 2016). Services provided by Subrecipient under this Agreement shall also be funded in part with
15 BFH funding.
16 A. County continues to have a significant population of homeless and housing insecure
17 families receiving Department of Social Services (DSS) assistance in need of temporary
18 housing and support services. DSS desires to provide a project-based rapid rehousing program
19 to individuals or families that are experiencing homelessness in Fresno County.
20 B. County has previously partnered with Subrecipient to provide rapid rehousing services.
21 Subrecipient has the expertise and is willing and able to provide rapid rehousing assistance and
22 related supportive services to homeless families pursuant to the terms and conditions of this
23 Agreement.
24 C. The purpose of this Agreement is to provide case management and housing navigation
25 services to clients of DSS that have been placed within Sierra Terrace, working to develop a
26 permanent housing plan and remove relevant barriers to obtaining permanent housing.
27 The parties therefore agree as follows:
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1 Article 1
2 Subrecipient's Services
3 1.1 Scope of Services. The Subrecipient shall perform all of the services provided in
4 Exhibit A to this Agreement, titled "Scope of Services," and pursuant to the staffing patterns and
5 program expenses detailed in Exhibit B, titled "Compensation."
6 1.2 Representation. The Subrecipient represents that it is qualified, ready, willing, and
7 able to perform all of the services provided in this Agreement.
8 1.3 Compliance with Laws. The Subrecipient shall, at its own cost, comply with all
9 applicable federal, state, and local laws and regulations in the performance of its obligations
10 under this Agreement, including but not limited to workers compensation, labor, and
11 confidentiality laws and regulations.
12 Article 2
13 County's Responsibilities
14 2.1 The County shall meet all obligations provided in Exhibit A to this Agreement, titled
15 "Scope of Services."
16 Article 3
17 Compensation, Invoices, and Payments
18 3.1 The County agrees to pay, and the Subrecipient agrees to receive, compensation for
19 the performance of its services under this Agreement as described in Exhibit B to this
20 Agreement, titled "Compensation."
21 3.2 The services provided by the Subrecipient under this Agreement are funded in
22 whole or in part by the State of California and/or the United States Federal government. In the
23 event that funding for these services is delayed by the State Controller or the Federal
24 government, the County may defer payment to the Subrecipient. The amount of the deferred
25 payment shall not exceed the amount of funding delayed to the County. The period of time of
26 the deferral by the County shall not exceed the period of time of the State Controller's or
27 Federal government's delay of payment to County plus forty-five (45) days.
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2
1 3.3 To the extent permitted by State and Federal rules and regulations, advanced
2 payment of up to twenty percent (20%) of the maximum compensation under this Agreement
3 may be requested of County by Subrecipient. Advance payments shall be limited to
4 implementation costs for new and/or expanded services only. Approval of an advanced payment
5 is at the sole discretion of County's DSS Director or designee. If advanced payment occurs, the
6 amount of the advanced payment shall be deducted in equal installments from claims submitted
7 during the seventh through twelfth months of this Agreement.
8 3.4 Maximum Compensation. In no event shall compensation paid for services
9 performed under this Agreement be in excess of One Million, Thirty-Eight Thousand, Nine
10 Hundred Eighty-Eight and No/100 ($1,038,988) during the term of this Agreement.
11 3.5 The Subrecipient acknowledges that the County is a local government entity, and
12 does so with notice that the County's powers are limited by the California Constitution and by
13 State law, and with notice that the Subrecipient may receive compensation under this
14 Agreement only for services performed according to the terms of this Agreement and while this
15 Agreement is in effect, and subject to the maximum amount payable under this section. The
16 Subrecipient further acknowledges that County employees have no authority to pay the
17 Subrecipient except as expressly provided in this Agreement.
18 3.6 Invoices. The Subrecipient shall submit monthly invoices in attention to Staff Analyst
19 to: )SSlnvoices(o-)_fresnocountyca.gov. The Subrecipient shall submit each invoice within 30
20 days following the month in which expenses were incurred and services rendered, and in any
21 case within 60 days after the end of the term or termination of this Agreement. Subrecipient
22 shall submit invoices to the County each month with a detailed general ledger (GL), itemizing
23 costs incurred in the previous month, along with supporting documentation of costs. Failure to
24 submit GL reports and supporting documentation shall be deemed sufficient cause for County to
25 withhold payments until there is compliance, as further described in Section 3.5 herein.
26 Supporting documentation shall include but is not limited to receipts, invoices received, and
27 documented administrative / overhead costs. No reimbursement for services shall be made
28 until invoices, reports and outcomes are received, reviewed and approved by County's DSS.
3
1 Proof of payment may be required for certain funding streams and will be made available by the
2 Subrecipient as requested by the County.
3 3.7 Payment. The County shall pay each correctly completed and timely submitted
4 invoice within 45 days after receipt. If an invoice is incorrect or otherwise not in proper form or
5 detail, County's DSS Director or designee shall have the right to withhold payment as to only
6 that portion of the invoices that is incorrect or improper, after five (5) days prior written notice or
7 email correspondence to Subrecipient. The County shall remit any payment to the
8 Subrecipient's address specified in the invoice.
9 3.8 Incidental Expenses. The Subrecipient is solely responsible for all of its costs and
10 expenses that are not specified as payable by the County under this Agreement.
11 Article 4
12 Term of Agreement
13 4.1 Term. This Agreement is effective on July 1, 2024 and terminates on June 30, 2025
14 Article 5
15 Notices
16 5.1 Contact Information. The persons and their addresses having authority to give and
17 receive notices provided for or permitted under this Agreement include the following:
18 For the County:
Director of Department of Social Services
19 County of Fresno
P.O. Box 1912
20 Fresno, CA 93712
21 For the Subrecipient:
Executive Director
22 RH Community Builders
2550 W Clinton Avenue STE 142
23 Fresno, CA 93705
24 5.2 Change of Contact Information. Either party may change the information in section
25 5.1 by giving notice as provided in section 5.3.
26 5.3 Method of Delivery. Each notice between the County and the Subrecipient provided
27 for or permitted under this Agreement must be in writing, state that it is a notice provided under
28 this Agreement, and be delivered either by personal service, by first-class United States mail, by
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1 an overnight commercial courier service, by telephonic facsimile transmission, or by a Portable
2 Document Format (PDF) document attached to an email.
3 (A) A notice delivered by personal service is effective upon service to the recipient.
4 (B) A notice delivered by first-class United States mail is effective three County
5 business days after deposit in the United States mail, postage prepaid, addressed to the
6 recipient.
7 (C)A notice delivered by an overnight commercial courier service is effective one
8 County business day after deposit with the overnight commercial courier service,
9 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
10 the recipient.
11 (D)A notice delivered by telephonic facsimile transmission or by PDF document
12 attached to an email is effective when transmission to the recipient is completed (but, if
13 such transmission is completed outside of County business hours, then such delivery is
14 deemed to be effective at the next beginning of a County business day), provided that
15 the sender maintains a machine record of the completed transmission.
16 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
17 nothing in this Agreement establishes, waives, or modifies any claims presentation
18 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
19 of Title 1 of the Government Code, beginning with section 810).
20 Article 6
21 Termination and Suspension
22 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
23 contingent on the approval of funds by the appropriating government agency. If sufficient funds
24 are not allocated, then the County, upon at least 30 days' advance written notice to the
25 Subrecipient, may:
26 (A) Modify the services provided by the Subrecipient under this Agreement; or
27 (B) Terminate this Agreement.
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5
1 6.2 Termination for Breach.
2 (A) Upon determining that a breach (as defined in paragraph (C) below) has
3 occurred, the County may give written notice of the breach to the Subrecipient. The
4 written notice may suspend performance under this Agreement, and must provide at
5 least 30 days for the Subrecipient to cure the breach.
6 (B) If the Subrecipient fails to cure the breach to the County's satisfaction within the
7 time stated in the written notice, the County may terminate this Agreement immediately.
8 (C) For purposes of this section, a breach occurs when, in the determination of the
9 County, the Subrecipient has:
10 (1) Obtained or used funds illegally or improperly;
11 (2) Failed to comply with any part of this Agreement;
12 (3) Submitted a substantially incorrect or incomplete report to the County; or
13 (4) Improperly performed any of its obligations under this Agreement.
14 6.3 Termination without Cause. In circumstances other than those set forth above, the
15 County or Subrecipient may terminate this Agreement by giving at least 30 days advance
16 written notice to the Subrecipient.
17 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
18 under this Article 6 is without penalty to or further obligation of the County.
19 6.5 County's Rights upon Termination. Upon termination for breach under this Article
20 6, the County may demand repayment by the Subrecipient of any monies disbursed to the
21 Subrecipient under this Agreement that, in the County's sole judgment, were not expended in
22 compliance with this Agreement. The Subrecipient shall promptly refund all such monies upon
23 demand. This section survives the termination of this Agreement.
24 Article 7
25 Independent Contractor
26 7.1 Status. In performing under this Agreement, the Subrecipient, including its officers,
27 agents, employees, and volunteers, is at all times acting and performing as an independent
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6
1 Contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
2 venturer, partner, or associate of the County.
3 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
4 manner or method of the Subrecipient's performance under this Agreement, but the County may
5 verify that the Subrecipient is performing according to the terms of this Agreement.
6 7.3 Benefits. Because of its status as an independent Contractor, the Subrecipient has
7 no right to employment rights or benefits available to County employees. The Subrecipient is
8 solely responsible for providing to its own employees all employee benefits required by law. The
9 Subrecipient shall save the County harmless from all matters relating to the payment of
10 Subrecipient's employees, including compliance with Social Security withholding and all related
11 regulations.
12 7.4 Services to Others. The parties acknowledge that, during the term of this
13 Agreement, the Subrecipient may provide services to others unrelated to the County.
14 Article 8
15 Indemnity and Defense
16 8.1 Indemnity. The Subrecipient shall indemnify and hold harmless and defend the
17 County (including its officers, agents, employees, and volunteers) against all claims, demands,
18 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
19 liabilities of any kind to the County, the Subrecipient, or any third party that arise from or relate
20 to the performance or failure to perform by the Subrecipient (or any of its officers, agents,
21 subcontractors, or employees) under this Agreement. The County may conduct or participate in
22 its own defense without affecting the Subrecipient's obligation to indemnify and hold harmless or
23 defend the County.
24 8.2 Survival. This Article 8 survives the termination of this Agreement.
25 Article 9
26 Insurance
27 9.1 The Subrecipient shall comply with all the insurance requirements in Exhibit C to this
28 Agreement.
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1 Article 10
2 Inspections, Audits, Record Maintenance, and Public Records
3 10.1 Inspection of Documents. The Subrecipient shall make available to the County,
4 and the County may examine at any time during business hours and as often as the County
5 deems necessary, all of the Subrecipient's records and data with respect to the matters covered
6 by this Agreement, excluding attorney-client privileged communications. The Subrecipient shall,
7 upon request by the County, permit the County to audit and inspect all of such records and data
8 to ensure the Subrecipient's compliance with the terms of this Agreement.
9 10.2 State Audit Requirements. If the compensation to be paid by the County under this
10 Agreement exceeds $10,000, the Subrecipient is subject to the examination and audit of the
11 California State Auditor, as provided in Government Code section 8546.7, for a period of three
12 years after final payment under this Agreement. This section survives the termination of this
13 Agreement.
14 10.3 Single Audit Clause. If Subrecipient expends Seven Hundred Fifty Thousand
15 Dollars ($750,000) or more in Federal and Federal flow-through monies annually, Subrecipient
16 agrees to conduct an annual audit in accordance with the requirements of the Single Audit
17 Standards as set forth in Office of Management and Budget (OMB) Title 2 of the Code of
18 Federal Regulations Part 200. Subrecipient shall submit said audit and management letter to
19 County. The audit must include a statement of findings or a statement that there were no
20 findings. If there were negative findings, Subrecipient must include a corrective action signed by
21 an authorized individual. Subrecipient agrees to take action to correct any material non-
22 compliance or weakness found as a result of such audit. Such audit shall be delivered to
23 County's DSS, Administration, for review within nine (9) months of the end of any fiscal year in
24 which funds were expended and/or received for the program. Failure to perform the requisite
25 audit functions as required by this Agreement may result in County performing the necessary
26 audit tasks, or at County's option, contracting with a public accountant to perform said audit, or,
27 may result in the inability of County to enter into future agreements with Subrecipient. All audit
28 costs related to this Agreement are the sole responsibility of Subrecipient.
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1 10.4 Program Audit Requirements. A single audit report is not applicable if all
2 Subrecipient's Federal contracts do not exceed the Seven Hundred Fifty Thousand Dollars
3 ($750,000) requirement or Subrecipient's funding is through Drug related Medi-Cal. If a single
4 audit is not applicable, a program audit must be performed and a program audit report with
5 management letter shall be submitted by Subrecipient to County as a minimum requirement to
6 attest to Subrecipient's solvency. Said audit report shall be delivered to County's DSS,
7 Administration, for review no later than nine (9) months after the close of the fiscal year in which
8 the funds supplied through this Agreement are expended. Failure to comply with this Act may
9 result in County performing the necessary audit tasks or contracting with a qualified accountant
10 to perform said audit. All audit costs related to this Agreement are the sole responsibility of
11 Subrecipient who agrees to take corrective action to eliminate any material noncompliance or
12 weakness found as a result of such audit. Audit work performed by County under this paragraph
13 shall be billed to the Subrecipient at County cost, as determined by County's Auditor-
14 Controller/Treasurer-Tax Collector.
15 10.5 Record Establishment and Maintenance. Subrecipient shall establish and maintain
16 records in accordance with those requirements prescribed by County, with respect to all matters
17 covered by this Agreement. Subrecipient shall retain all fiscal books, account records and client
18 files for services performed under this Agreement for at least five (5) years from date of final
19 payment under this Agreement or until all State and Federal audits are completed for that fiscal
20 year, whichever is later.
21 (A) Cost Documentation. Subrecipient agrees to maintain records to verify costs
22 under this Agreement including a General Ledger, properly executed payrolls, time
23 records, invoices, vouchers, orders, proof of payment, and any other accounting
24 documents pertaining in whole or in part to this Agreement and they shall be clearly
25 identified and readily accessible. The support documentation must indicate the line
26 budget account number to which the cost is charged.
27 (B) Service Documentation. Subrecipient agrees to maintain records to verify
28 services under this Agreement including names and addresses of clients served, if
9
1 applicable, and the dates of service and a description of services provided on each
2 occasion. These records and any other documents pertaining in whole or in part to this
3 Agreement shall be clearly identified and readily accessible.
4 (C) County shall notify Subrecipient in writing within thirty (30) days of any potential
5 State or Federal audit exception discovered during an examination. Where findings
6 indicate that program requirements are not being met and State or Federal participation
7 in this program may be imperiled in the event that corrections are not accomplished by
8 Subrecipient within thirty (30) days of receipt of such notice from County, written
9 notification thereof shall constitute County's intent to terminate this Agreement.
10 10.6 Public Records. The County is not limited in any manner with respect to its public
11 disclosure of this Agreement or any record or data that the Subrecipient may provide to the
12 County. The County's public disclosure of this Agreement or any record or data that the
13 Subrecipient may provide to the County may include but is not limited to the following:
14 (A) The County may voluntarily, or upon request by any member of the public or
15 governmental agency, disclose this Agreement to the public or such governmental
16 agency.
17 (B) The County may voluntarily, or upon request by any member of the public or
18 governmental agency, disclose to the public or such governmental agency any record or
19 data that the Subrecipient may provide to the County, unless such disclosure is
20 prohibited by court order.
21 (C)This Agreement, and any record or data that the Subrecipient may provide to the
22 County, is subject to public disclosure under the Ralph M. Brown Act (California
23 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
24 (D)This Agreement, and any record or data that the Subrecipient may provide to the
25 County, is subject to public disclosure as a public record under the California Public
26 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
27 with section 6250) ("CPRA").
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1 (E) This Agreement, and any record or data that the Subrecipient may provide to the
2 County, is subject to public disclosure as information concerning the conduct of the
3 people's business of the State of California under California Constitution, Article 1,
4 section 3, subdivision (b).
5 (F) Any marking of confidentiality or restricted access upon or otherwise made with
6 respect to any record or data that the Subrecipient may provide to the County shall be
7 disregarded and have no effect on the County's right or duty to disclose to the public or
8 governmental agency any such record or data.
9 (G) Notwithstanding sections A-F above, any information protected by law shall not
10 be subject to public disclosure.
11 10.7 Public Records Act Requests. If the County receives a written or oral request
12 under the CPRA to publicly disclose any record that is in the Subrecipient's possession or
13 control, and which the County has a right, under any provision of this Agreement or applicable
14 law, to possess or control, then the County may demand, in writing, that the Subrecipient deliver
15 to the County, for purposes of public disclosure, the requested records that may be in the
16 possession or control of the Subrecipient. Within five business days after the County's demand,
17 the Subrecipient shall (a) deliver to the County all of the requested records that are in the
18 Subrecipient's possession or control, together with a written statement that the Subrecipient,
19 after conducting a diligent search, has produced all requested records that are in the
20 Subrecipient's possession or control, or (b) provide to the County a written statement that the
21 Subrecipient, after conducting a diligent search, does not possess or control any of the
22 requested records. The Subrecipient shall cooperate with the County with respect to any County
23 demand for such records. If the Subrecipient wishes to assert that any specific record or data is
24 exempt from disclosure under the CPRA or other applicable law, it must deliver the record or
25 data to the County and assert the exemption by citation to specific legal authority within the
26 written statement that it provides to the County under this section. The Subrecipient's assertion
27 of any exemption from disclosure is not binding on the County, but the County will give at least
28 10 days' advance written notice to the Subrecipient before disclosing any record subject to the
11
1 Subrecipient's assertion of exemption from disclosure. The Subrecipient shall indemnify the
2 County for any court-ordered award of costs or attorney's fees under the CPRA that results from
3 the Subrecipient's delay, claim of exemption, failure to produce any such records, or failure to
4 cooperate with the County with respect to any County demand for any such records.
5 Article 11
6 Disclosure of Self-Dealing Transactions and Conflict of Interest
7 11.1 Applicability. This Article 11 applies if the Subrecipient is operating as a
8 corporation, or changes its status to operate as a corporation.
9 11.2 Duty to Disclose. If any member of the Subrecipient's board of directors is party to a
10 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
11 "Self-Dealing Transaction Disclosure Form" (Exhibit D to this Agreement) and submitting it to
12 the County before commencing the transaction or immediately after.
13 11.3 Definition. "Self-dealing transaction" means a transaction to which the Subrecipient
14 is a party and in which one or more of its directors, as an individual, has a material financial
15 interest.
16 11.4 Conflict of Interest. No officer, employee or agent of the County who exercises any
17 function or responsibility for planning and carrying out of the services provided under this
18 Agreement shall have any direct or indirect personal financial interest in this Agreement. In
19 addition, no employee of the County shall be employed by the Subrecipient under this
20 Agreement to fulfill any contractual obligations with the County. The Subrecipient shall comply
21 with all Federal, State of California and local conflict of interest laws, statutes and regulations,
22 which shall be applicable to all parties and beneficiaries under this Agreement and any officer,
23 employee or agent of the County.
24 Article 12
25 Medi-Cal Confidentiality OR Confidentiality and Data Security
26 12.1 12.1 Conformance with Laws: All services performed by Subrecipient under
27 this Agreement shall be in strict conformance with all applicable Federal, State of California,
28 and/or local laws and regulations relating to confidentiality. Subrecipient shall require its
12
1 employees, agents, officers and subcontractors to comply with the provisions of Sections 10850
2 and 14100.2 of the Welfare and Institutions Code, as well as the California Department of Social
3 Services (CDSS) Manual of Policies and Procedures, Division 19-0000 and the California
4 Department of Health Care Services (DHCS) Medi-Cal Eligibility Procedures Manual, Section
5 2H. These Code sections provide that:
6 (A) All applications and records concerning any individual made or kept by any public
7 officer or agency in connection with the administration of any provision of the Welfare
8 and Institutions Code relating to Medicaid or any form of public social services for which
9 grants-in-aid are received by the State of California from the United States government
10 shall be confidential, and shall not be open to examination for any purpose not directly
11 connected with the administration of such public social services.
12 (B) No person shall publish or disclose or permit or cause to be published or
13 disclosed any list of persons receiving public social services, except as is provided by
14 law.
15 (C) No person shall publish, disclose, or use, or permit or cause to be published,
16 disclosed, or used any confidential information pertaining to an applicant or recipient,
17 except as is provided by laws.
18 (D) Subrecipient shall inform all of its employees, agents, officers and subcontractors
19 of the above provisions and that any person knowingly and intentionally violating such
20 provisions is guilty of a misdemeanor.
21 (E) In addition, Subrecipient, its employees, agents, and officers shall comply, and
22 require all of its subcontractors to comply, with (1) the DHCS Medi-Cal Privacy and
23 Security Agreement between the California DHCS and the County of Fresno that is then
24 in effect, and (2) the Privacy and Security Agreement between the CDSS and the
25 County of Fresno that is then in effect, both of which together shall be referred to in this
26 section as "the Agreements" and are incorporated herein by this reference. The current
27 versions of both the DHCS and CDSS Privacy and Security agreements are available
28 upon request or can be viewed at: http://www.co.fresno.ca.us/MediCalPrivacy/.
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1 Subrecipient shall insure that all personally identifiable information (PII), as defined in
2 the Agreements, concerning program recipients shall be kept confidential and shall not
3 be opened to examination, publicized, disclosed, or used for any purpose not directly
4 connected with the administration of the program. Subrecipient shall use appropriate
5 administrative, physical, and technical safeguards to protect PII, as set forth in the
6 Agreements. Upon discovery of a breach, security incident, intrusion, or unauthorized
7 access, use, or disclosure of PII, Subrecipient shall immediately report the incident to the
8 County by calling (559) 600-2300 or emailing the privacy mailbox at
9 dssprivacyincident(a�fresnocountyca.gov. Subrecipient shall certify that all employees,
10 agents, officers and subcontractors have received privacy and security training before
11 accessing any PH and have received refresher training annually, as required by the
12 Agreements.
13 Article 13
14 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-
15 Lower Tier Covered Transactions.
16 13.1 County and Subrecipient recognize that Subrecipient is a recipient of State or
17 Federal assistance funds under the terms of this Agreement. By signing this Agreement,
18 Subrecipient agrees to comply with applicable Federal suspension and debarment regulations,
19 including but not limited to: 7 CFR 3016.35, 29 CRF 97.35, 45 CFR 92.35, and Executive Order
20 12549. By signing this Agreement, Subrecipient attests to the best of its knowledge and belief,
21 that it and its principals:
22 (A) Are not presently debarred, suspended, proposed for debarment, declared
23 ineligible, or voluntarily excluded from participation in this transaction by any Federal
24 department or agency; and
25 (B) Shall not knowingly enter into any lower tier covered transaction with an entity or
26 person who is debarred, suspended, proposed for debarment, declared ineligible, or
27 voluntarily excluded from participation in this transaction by any Federal department or
28 agency.
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1 13.2 Subrecipient shall provide immediate written notice to County if at any time during
2 the term of this Agreement Subrecipient learns that the representations it makes above were
3 erroneous when made or have become erroneous by reason of changed circumstances.
4 13.3 Subrecipient shall include a clause titled "Certification Regarding Debarment,
5 Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions" and
6 similar in nature to this Article Thirteen (13) in all lower tier covered transactions and in all
7 solicitations for lower tier covered transactions.
8 13.4 Subrecipient shall, prior to soliciting or purchasing goods and services in excess of
9 $25,000 funded by this Agreement, review and retain the proposed vendor's suspension and
10 debarment status at https://sam.gov/SAM/.
11 13.5 The certification in Article Thirteen (13) of this Agreement is a material representation
12 of fact upon which County relied in entering into this Agreement.
13 Article 14
14 General Terms
15 14.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
16 Agreement may not be modified, and no waiver is effective, except by written consent by both
17 parties. The Subrecipient acknowledges that County employees have no authority to modify this
18 Agreement except as expressly provided in this Agreement.
19 (A) Changes to line items in the Exhibit B, Compensation, in an amount not to
20 exceed 10% of the maximum annual compensation payable to the Subrecipient may be
21 made with the written approval of County's DSS Director or their designee. Said
22 modifications shall not result in any changes to the maximum compensation amount
23 payable to Subrecipient, as stated in this Agreement.
24 (B) Subrecipient agrees that reductions to the maximum compensation set forth
25 under Article Three (3) of this Agreement may be necessitated by a reduction in funding
26 from State or Federal sources. Any such reduction to the maximum compensation may
27 be made with the written approval of County's DSS Director or their designee and
28 Subrecipient. Subrecipient further understands that this Agreement is subject to any
15
1 restriction, limitations, or enactments of all legislative bodies which affect the provisions,
2 term, or funding of this Agreement in any manner. If the parties do not provide written
3 approval for modification due to reduced funding, this Agreement may be terminated in
4 accordance with Section 6.1 above.
5 14.2 Subrecipient's Name Change. An amendment, assignment, or new agreement is
6 required to change the name of Subrecipient as listed on this Agreement. Upon receipt of legal
7 documentation of the name change, County will process the agreement. Payment of invoices
8 presented with a new name cannot be paid prior to approval of said agreement.
9 14.3 Public Information. Subrecipient shall disclose County as a funding source in all
10 public information and program materials developed in support of contracted services.
11 14.4 Non-Assignment. Neither party may assign its rights or delegate its obligations
12 under this Agreement without the prior written consent of the other party. Any transferee,
13 assignee or subcontractor will be subject to all applicable provisions of this Agreement, and all
14 applicable State and Federal regulations. Subrecipient shall be held primarily responsible by
15 County for the performance of any transferee, assignee or subcontractor unless otherwise
16 expressly agreed to in writing by County. The use of subcontractor by Subrecipient shall not
17 entitle Subrecipient to any additional compensation than provided for under this Agreement.
18 14.5 Governing Law. The laws of the State of California govern all matters arising from
19 or related to this Agreement.
20 14.6 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
21 County, California. Subrecipient consents to California jurisdiction for actions arising from or
22 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
23 brought and maintained in Fresno County.
24 14.7 Construction. The final form of this Agreement is the result of the parties' combined
25 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
26 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
27 against either party.
28 14.8 Days. Unless otherwise specified, "days" means calendar days.
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1 14.9 Headings. The headings and section titles in this Agreement are for convenience
2 only and are not part of this Agreement.
3 14.10 Severability. If anything in this Agreement is found by a court of competent
4 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
5 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
6 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
7 intent.
8 14.11 Nondiscrimination. During the performance of this Agreement, the Subrecipient
9 shall not unlawfully discriminate against any employee or applicant for employment, or recipient
10 of services, because of race, religious creed, color, national origin, ancestry, physical disability,
11 mental disability, medical condition, genetic information, marital status, sex, gender, gender
12 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
13 all applicable State of California and federal statutes and regulation.
14 (A) Domestic Partners and Gender Identity. For State fund-funded contracts of
15 $100,000 or more, Subrecipient certifies that it complies with Public Contract Code
16 Section 10295.3.
17 (B) Americans with Disabilities Act. Subrecipient shall comply with the Americans
18 with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of
19 disability, as well as all applicable regulations and guidelines issued pursuant to the ADA
20 (42 U.S.C. 12101 et seq.).
21 (C) Subrecipient shall include the non-discrimination and compliance provisions of
22 this section in all subcontracts to perform work under this Agreement.
23 14.12 Limited English Proficiency. Subrecipient shall provide interpreting and translation
24 services to persons participating in Subrecipient's services who have limited or no English
25 language proficiency, including services to persons who are deaf or blind. Interpreter and
26 translation services shall be provided as necessary to allow such participants meaningful
27 access to the programs, services and benefits provided by Subrecipient. Interpreter and
28 translation services, including translation of Subrecipient's "vital documents" (those documents
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1 that contain information that is critical for accessing Subrecipient's services or are required by
2 law) shall be provided to participants at no cost to the participant. Subrecipient shall ensure that
3 any employees, agents, subcontractors, or partners who interpret or translate for a program
4 participant, or who directly communicate with a program participant in a language other than
5 English, demonstrate proficiency in the participant's language and can effectively communicate
6 any specialized terms and concepts peculiar to Subrecipient's services.
7 14.13 Drug-Free Workplace Requirements. For purposes of this paragraph, Subrecipient
8 will be referred to as the "grantee". By drawing funds against this grant award, the grantee is
9 providing the certification that it is required by regulations implementing the Drug-Free
10 Workplace Act of 1988, 45 CFR Part 76, Subpart F. These regulations require certification by
11 grantees that they will maintain a drug-free workplace. False certification or violation of the
12 certification shall be grounds for suspension of payments, suspension or termination of grants,
13 or government wide suspension or debarment. Subrecipient shall also comply with the
14 requirements of the Drug-Free Workplace Act of 1990 (California Government Code section
15 8350 et seq.).
16 14.14 Grievances. Subrecipient shall establish procedures for handling client complaints
17 and/or grievances. Such procedures will include provisions for informing clients of their rights to
18 a State Hearing to resolve such issues when appropriate.
19 14.15 Lobbying and Political Activity. None of the funds provided under this Agreement
20 shall be used for publicity, lobbying or propaganda purposes designed to support or defeat
21 legislation pending in the Congress of the United States of America or the Legislature of the
22 State of California. Subrecipient shall not directly or indirectly use any of the funds under this
23 Agreement for any political activity or to further the election or defeat of any candidate for public
24 office.
25 14.16 Clean Air Act and the Federal Water Pollution Control Act. If the compensation
26 to be paid by the County under this Agreement exceeds One Hundred Fifty Thousand and
27 No/100 Dollars ($150,000) of Federal funding, Subrecipient agrees to comply with all applicable
28 standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q)
18
1 and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations
2 must be reported to the Federal awarding agency and the Regional Office of the Environmental
3 Protection Agency (EPA).
4 14.17 Procurement of Recovered Materials. If compensation to be paid by the County
5 under this Agreement is funded in whole or in part with Federal funding, In the performance of
6 this Agreement, Subrecipient shall comply with section 6002 of the Solid Waste Disposal Act, as
7 amended by the Resource Conservation and Recovery Act. The requirements of Section 6002
8 include procuring only items designated in guidelines of the Environmental Protection Agency
9 (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials
10 practicable, consistent with maintaining a satisfactory level of competition, where the purchase
11 price of the item exceeds $10,000 or the value of the quantity acquired during the preceding
12 fiscal year exceeded $10,000; procuring solid waste management services in a manner that
13 maximizes energy and resource recovery; and establishing an affirmative procurement program
14 for procurement of recovered materials identified in the EPA guidelines.
15 14.18 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
16 of the Subrecipient under this Agreement on any one or more occasions is not a waiver of
17 performance of any continuing or other obligation of the Subrecipient and does not prohibit
18 enforcement by the County of any obligation on any other occasion.
19 14.19 Child Support Compliance Act. If compensation to be paid by the County under
20 this Agreement includes State funding in excess of$100,000, the Subrecipient acknowledges in
21 accordance with Public Contract Code 7110, that:
22 (A) Subrecipient recognizes the importance of child and family support obligations
23 and shall fully comply with all applicable state and federal laws relating to child and
24 family support enforcement, including, but not limited to, disclosure of information and
25 compliance with earnings assignment orders, as provided in Chapter 8 (commencing
26 with section 5200) of Part 5 of Division 9 of the Family Code; and
27 (B) Subrecipient to the best of its knowledge is fully complying with the earnings
28 assignment orders of all employees and is providing the names of all new employees to
19
1 the New Hire Registry maintained by the California Employment Development
2 Department.
3 14.20 Priority Hiring Considerations. If compensation to be paid by the County under this
4 Agreement includes State funding and services in excess of$200,000, Subrecipient shall give
5 priority consideration in filling vacancies in positions funded by the Agreement to qualified
6 recipients of aid under Welfare and Institutions Code Section 11200, in accordance with Public
7 Contract Code Section 10353.
8 14.21 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
9 between the Subrecipient and the County with respect to the subject matter of this Agreement,
10 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
11 publications, and understandings of any nature unless those things are expressly included in
12 this Agreement. If there is any inconsistency between the terms of this Agreement without its
13 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
14 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
15 exhibits.
16 14.22 No Third-Party Beneficiaries. This Agreement does not and is not intended to
17 create any rights or obligations for any person or entity except for the parties.
18 14.23 Authorized Signature. The Subrecipient represents and warrants to the County
19 that:
20 (A) The Subrecipient is duly authorized and empowered to sign and perform its
21 obligations under this Agreement.
22 (B) The individual signing this Agreement on behalf of the Subrecipient is duly
23 authorized to do so and his or her signature on this Agreement legally binds the
24 Subrecipient to the terms of this Agreement.
25 14.24 Electronic Signatures. The parties agree that this Agreement may be executed by
26 electronic signature as provided in this section.
27 (A) An "electronic signature" means any symbol or process intended by an individual
28 signing this Agreement to represent their signature, including but not limited to (1) a
20
1 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
2 electronically scanned and transmitted (for example by PDF document) version of an
3 original handwritten signature.
4 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
5 equivalent to a valid original handwritten signature of the person signing this Agreement
6 for all purposes, including but not limited to evidentiary proof in any administrative or
7 judicial proceeding, and (2) has the same force and effect as the valid original
8 handwritten signature of that person.
9 (C)The provisions of this section satisfy the requirements of Civil Code section
10 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
11 Part 2, Title 2.5, beginning with section 1633.1).
12 (D) Each party using a digital signature represents that it has undertaken and
13 satisfied the requirements of Government Code section 16.5, subdivision (a),
14 paragraphs (1) through (5), and agrees that each other party may rely upon that
15 representation.
16 (E) This Agreement is not conditioned upon the parties conducting the transactions
17 under it by electronic means and either party may sign this Agreement with an original
18 handwritten signature.
19 14.25 Counterparts. This Agreement may be signed in counterparts, each of which is an
20 original, and all of which together constitute this Agreement.
21 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
RH Community Builders: County of Fresno:
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5 Wayrfe Rutle ge, CEO Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
6 3040 N. Fresno St.
Fresno, CA 93703 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By: _
10 Brad Hardie, President Deputy
11 3040 N. Fresno St.
Fresno, CA 93703
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For accounting use only:
14
Org No.: 56107001
15 Account No.: 7870
Fund No.: 0001
16 Subclass No.: 10000
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Exhibit A
SCOPE OF SERVICES
ORGANIZATION: RH Community Builders
SERVICES: Project-based Rapid Rehousing at Sierra Terrace
ADDRESS: 3040 N Fresno St., Fresno, CA 93703
TELEPHONE: 559-492-1373
CONTACT: Katie Wilbur, Executive Director
CONTRACT PERIOD: JULY 1, 2024 - JUNE 30, 2025 $1,038,988
I. SERVICE DESCRIPTION
RH Community Builders shall provide Rapid Rehousing Services at Sierra Terrace, located at
501 E. California Ave., Fresno, CA 93706, to help families exit homelessness and achieve
housing stability in permanent housing. The Rapid Rehousing Program provides temporary,
medium-term financial assistance (0-24 months), combined with housing location and case
management services, to help homeless individuals and families obtain permanent housing
and achieve long-term stability. Current residents will need to be transitioned out of Sierra
Terrace and into permanent housing or into additional housing programs upon reaching a
maximum stay of 12 months. Security deposits for each resident are collected upon entry to
Sierra Terrace and will be returned to the resident upon exit of Sierra Terrace. RH Community
Builders will be responsible for developing transition plans for all clients moving out of Sierra
Terrace.
II. TARGET POPULATION
Services will be restricted to CaIWORKs eligible families at Sierra Terrace or transitioning from
Sierra Terrace that are experiencing homelessness and have demonstrated the ability to
continue towards unsubsidized housing or families engaging with Child Welfare for whom
homelessness is the primary barrier to family reunification.
III. RAPID REHOUSING SERVICES
1. Case Management: Intensive case management services are to be provided which
focus on developing an unsubsidized housing plan for all participants, helping
participants overcome barriers to attaining permanent housing, locating and placing
participants into housing, monitoring participant progress, and intervening with
relevant support, if necessary, to ensure participant stability. Three (3) direct service
staff will provide services. Case management services entail regular contact, weekly
or as needed; sustained effort to stabilize the participant's housing situation; and active
pursuit of additional community resources for the participant's benefit.
2. Renter's Education: An educational series is to be provided to participants focused
on improving their stability and life skills that will assist participants with long-term
housing stability. Group courses will be offered annually on skills such as conflict
resolution with landlords and neighbors, resident maintenance, and long-term
housing goals.
3. Rental Assistance: Direct financial assistance is to be provided to remove immediate
barriers to housing, including rental assistance of up to 24 months (any time after 12
A-1
months requires pre-approval from COUNTY), utility payments, security and utility
deposits, moving costs, transportation costs, and rental application fees.
Transportation costs must be related to housing search and placement or housing
stability case management (reference 24 CFR 576.105(b)(1)(2)for more details).
The RRH program will work with participants to ensure that a share of cost toward
rental assistance is developed, beginning with the first month of assistance. The
RRH Program shall develop a plan with the participants to determine the share of
cost each household will be responsible for. The minimum share of cost will be 30%
of the household's total monthly income.
IV. SUBRECIPIENT RESPONSIBILITIES
RH Community Builders shall:
1. Provide the above Rapid Rehousing Program services during the term of the
Agreement.
2. Be a member in good standing of the Fresno Madera Continuum of Care (FMCoC) or
join the FMCoC within 30 days of award announcement: paying annual dues, regularly
attending meetings, and contributing to the work of the FMCoC. See FMCoC
Bylaws/Governance Charter, Article III for General Membership Information at
fresnomaderahomeless.org/about-us.
3. Develop an adequate procedure to prevent duplication of benefits.
4. Accept referrals only through DSS.
5. Enter participant information into the Homeless Management Information System
(HMIS) in compliance with HUD data collection, management, and reporting
standards.
6. Meet with County staff monthly, or as often as needed, for service coordination,
problem/issue resolution, information sharing, training, review, and monitoring of
services.
7. Engage families in a linguistically and culturally appropriate manner, including the use
of interpreters when needed.
8. Provide annual Civil Rights training to staff and provide relevant verification to the
County of Fresno by April 1.
9. Provide complete and accurate monthly activity reports to the County of Fresno, in a
report format approved by the County within 30 days for services rendered in the
previous month.
10. Develop Housing Plans that are strengths-based and sustainable over time based on
the participant's identified barriers.
11. Enter participants into renter education workshops.
12. Provide family enrichment services.
13. Provide Linkages to Community partners for ongoing supportive services.
14. Refer families to outside ancillary services including, but not limited to, physical and
behavioral health, money management classes, mental health treatments, or anything
else deemed appropriate for this population.
15. Leverage CalAIM supports for participants exiting to permanent housing including
tenancy supports as appropriate.
V. DSS RESPONSIBILITIES
To serve as an effective partner and monitor of services, the Fresno County Department of
Social Services (DSS) will:
A. Meet with RH Community Builders monthly, or as often as needed according to their
contract monitoring plan, for service coordination, problem/issue resolution, information
sharing, training, and review and monitoring of services.
A-2
B. In addition to monitoring progress and outcomes through regular meetings and monthly
activity reports, annual site visits will be conducted for inspection of client files, and
observation of daily on-site activities.
VI. PERFORMANCE OUTCOMES
RH Community Builders 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.
RH Community Builders shall meet the following outcomes:
• Serve a minimum of 52 unduplicated families per year.
• A minimum of 90% of families will exit the Rapid Rehousing program to permanent
housing within 12 months of entering Sierra Terrace.
• A minimum of 80% of families that have exited the Rapid Rehousing program will
remain stably housed at 3-month post-exit date.
• A minimum of 60% of families that have exited the Rapid Rehousing program will
remain stably housed at 6-month post-exit date.
• A minimum of 80% of families will be referred to outside ancillary services.
o Employment services
o Community resource programs
o Continued education
o Mental health services
o Physical health services
• A minimum of 90% of families will participate in family engagement activities.
• A minimum of 75% of families will complete a renter education course.
A-3
Exhibit B
Compensation
The Subrecipient will be compensated for performance of its services under this Agreement as
provided in this Exhibit B. The Subrecipient is not entitled to any compensation except as expressly
provided in this Exhibit B.
BUDGET SUMMARY
ORGANIZATION: RH Community Builders
SERVICES: Rapid Rehousing at Sierra Terrace
COMPLETE TERM: JULY 1, 2024 - JUNE 30, 2025
CONTRACT TOTAL: $1,038,988
Budget Categories Amount
Direct Financial Assistance
Rental Assistance
Security Deposits
Utility Deposits
Utility Payments
Making Home Habitable/Furniture
Moving Costs/Storage
Subtotal $435,574
Case Management Services
Salaries
2.00 FTE Case Manager
1.00 FTE Lead Case Manager
1.00 FTE Family Support Specialist
1.00 FTE Program Manager
Payroll Taxes
Benefits
Operational Costs
Replacement Equipment
Facilities
Insurance
Employee Costs
Travel
Client Related
Professional Fees
Subtotal $489,358
Administration
Salaries
0.25 FTE Director
0.25 FTE Fiscal Analyst
Payroll Taxes
B-1
Exhibit B
Benefits
Operational Costs
Subtotal $59,200
Indirect Costs
Indirect Costs
Subtotal $54,856
Total $1,038,988
B-2
Exhibit C
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Subrecipient or any third
parties, Subrecipient, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Subrecipient shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Subrecipient's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Subrecipient.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Subrecipient's obligations under [identify
the Article, section, or exhibit containing data security obligations] of this Agreement; (iv)
system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security
Breach; (vii) failure to comply with privacy policy; (viii) payment card liabilities and costs;
(ix) infringement of intellectual property, including but not limited to infringement of
copyright, trademark, and trade dress; (x) invasion of privacy, including release of
private information; (xi) information theft; (xii) damage to or destruction or alteration of
electronic information; (xiii) cyber extortion; (xiv) extortion related to the Subrecipient's
obligations under this Agreement regarding electronic information, including Personal
Information; (xv)fraudulent instruction; (xvi) funds transfer fraud; (xvii) telephone fraud;
(xviii) network security; (xix) data breach response costs, including Security Breach
response costs; (xx) regulatory fines and penalties related to the Subrecipient's
C-1
Exhibit C
obligations under this Agreement regarding electronic information, including Personal
Information; and (xxi) credit monitoring expenses.
If the Subrecipient is a governmental entity, it may satisfy the policy requirements above through
a program of self-insurance, including an insurance pooling arrangement or joint exercise of
powers agreement.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Subrecipient signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Subrecipient shall deliver, or cause its
broker or producer to deliver, to the DSSContractinsurance(aD_fresnocountyca.gov,
Attention: Contract Analyst.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Subrecipient has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Subrecipient's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Subrecipient.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Subrecipient shall provide to the County, or ensure that the policy
requires the insurer to provide to the County, written notice of any cancellation or change
in the policy as required in this paragraph. For cancellation of the policy for nonpayment
of premium, the Subrecipient shall, or shall cause the insurer to, provide written notice to
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Exhibit C
the County not less than 10 days in advance of cancellation. For cancellation of the
policy for any other reason, and for any other change to the policy, the Subrecipient
shall, or shall cause the insurer to, provide written notice to the County not less than 30
days in advance of cancellation or change. The County in its sole discretion may
determine that the failure of the Subrecipient or its insurer to timely provide a written
notice required by this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Subrecipient has or obtains
insurance with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Subrecipient shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Subrecipient waives any right to recover from the County,
its officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Subrecipient is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Subrecipient's waiver of subrogation under this paragraph is effective
whether or not the Subrecipient obtains such an endorsement.
(F) County's Remedy for Subrecipient's Failure to Maintain. If the Subrecipient fails to
keep in effect at all times any insurance coverage required under this Agreement, the
County may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Subrecipient. The County may offset such
charges against any amounts owed by the County to the Subrecipient under this
Agreement.
(G)Subcontractors. The Subrecipient shall require and verify that all subcontractors used
by the Subrecipient to provide services under this Agreement maintain insurance
meeting all insurance requirements provided in this Agreement. This paragraph does not
authorize the Subrecipient to provide services under this Agreement using
subcontractors.
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Exhibit D
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
Subrecipient's board of directors ("County Subrecipient"), 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 used 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
D-1
Exhibit D
(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:
D-2