HomeMy WebLinkAboutAgreement A-23-625 Amend. to Agt. w Fresno Community Hospital.pdf Agreement No. 23-625
1 CORONAVIRUS STATE LOCAL FISCAL RECOVERY FUNDS
2 AMENDMENT NO. 1 TO SUBRECIPIENT AGREEMENT
3 This Amendment No. 1 to Subrecipient Agreement ("Amendment No. 1") is dated
4 November 28, 2023 and is between Fresno Community Hospital and Medical Center, a California
5 nonprofit 501(c)(3) corporation whose address is 789 Medical Center Drive East, Clovis, CA 93611
6 ("Subrecipient"), and the County of Fresno, a political subdivision of the State of California ("County").
7 Recitals
8 A. On March 11, 2021, the President signed into law the American Rescue Plan Act of 2021
9 ("ARPA") which established the Coronavirus State and Local Fiscal Recovery Funds ("SLFRF")
10 Program.
11 B. The ARPA authorizes the County to expend SLFRF awarded to the County for certain eligible
12 purposes, including to respond to the negative economic impacts of the COVID-19 pandemic on hospital
13 facilities, including improvements to hospitals and medical equipment for the prevention and treatment
14 of COVID-19.
15 C. On August 9, 2022, the County and the Subrecipient entered into County agreement number 22-
16 340 ("Agreement"), to respond to the public health emergency and address the negative economic
17 impacts of the pandemic on local area hospitals by funding the purchase of medical equipment for
18 COVID-19 prevention and treatment, consisting of six adult Stryker beds for its Intensive Care Unit
19 ("ICU") at the Community Regional Medical Center, Fresno, as well as the purchase of a Computed
20 Tomography ("CT") scanner and the associated installation and adaptation costs to replace the aging
21 CT scanner at the Clovis Community Medical Center.
22 D. The Subrecipient represents that since the Agreement was executed, SLFRF has funded the
23 purchase of six adult Stryker beds for the ICU and has paid the initial costs for the CT scanner
24 replacement project. The Subrecipient represents that the cost to purchase the CT scanner has
25 decreased, however costs for the construction and installation of the CT scanner have significantly
26 increased beyond the estimates in the approved expenditure plan, which will impact the Subrecipient's
27 ability to recover actual costs that would otherwise be reimbursed by the SLFRF Program.
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1 E. The Subrecipient represents that the Program would benefit from a modification to the current
2 Expenditure Plan to more accurately reflect the Program's actual expenditures, rather than the
3 estimates currently presented in Table 1-1 of Exhibit B of the Agreement.
4 F. The County and the Subrecipient now desire to amend the Agreement to revise the Program's
5 Expenditure Plan and allow the County's Administrative Officer or designee to approve minor budgetary
6 modifications as needed and appropriate.
7 The parties, therefore, agree as follows:
8 1. This Amendment No. 1 shall take effect retroactive to the Effective Date of the Agreement,
9 August 9, 2022.
10 2. All references to "Exhibit B" in the Agreement shall be amended to refer to "Revised Exhibit B."
11 Revised Exhibit B is attached to this Amendment No. 1 and incorporated by this reference.
12 3. Section 13, subsection B, Grant Funding/Compensation, located on page 19, lines 2 through 8,
13 is deleted in its entirety, and replaced with the following:
14 "SUBRECIPIENT shall submit drawdown requests and/or invoices to the County of Fresno, County
15 Administrative Office located at 2281 Tulare, Room 304, Fresno, CA 93721, or electronically, to e-
16 mail address fresnocao(aD_fresnocountyca.go� Payment by COUNTY shall be in arrears for services
17 provided during the preceding period of time, within forty-five (45) days from date of receipt,
18 verification, and approval of SUBRECIPIENT's invoice and supporting documentation by COUNTY.
19 Requests for advancement of funds for anticipated eligible expenditures shall also be accompanied
20 by a written certification from the SUBRECIPIENT consistent with the amount of work scheduled to
21 be performed or materials to be purchased with the amount of funding being requested from the
22 COUNTY, and that the payment request is in accordance with the Program, Table 1-1 of Exhibit B of
23 this Agreement. After appropriate review and inspection of the payment request for advanced
24 funding, the COUNTY shall make the payment available to SUBRECIPIENT in a timely manner, less
25 any amounts outstanding for which prior advanced funds have not been fully expended or accounted
26 with supporting documentation."
27 4. Section 15, Modification, of the Agreement, located on page 20, lines 18 through 20, is deleted in
28 its entirety, and replaced with the following:
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1 "Any matters of this Agreement may be modified from time to time by the written consent of all the
2 parties without, in any way, affecting the remainder. Changes to line items, as set forth in Revised
3 Exhibit B, that, when added together during the term of the Agreement do not exceed ten percent
4 (10%) of the total maximum compensation payable to SUBRECIPIENT, may be made with the
5 written approval of SUBRECIPIENT and COUNTY's Administrative Officer or designee. These
6 modifications shall not result in any change to the maximum compensation amount payable to
7 SUBRECIPIENT, as described in this Agreement."
8 5. Section 17, Hold Harmless, of the Agreement located on page 20, lines 11 through 23, is deleted
9 in its entirety, and replaced with the following:
10 "SUBRECIPIENT shall indemnify and hold harmless and defend the County (including its officers,
11 agents, employees, and volunteers) against all claims, demands, injuries, damages, costs,
12 expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the
13 COUNTY, the SUBRECIPIENT, or any third party that arise from or relate to the performance or
14 failure to perform by the SUBRECIPIENT (or any of its officers, agents, subcontractors, or
15 employees) under this Agreement. The COUNTY may conduct or participate in its own defense
16 without affecting the SUBRECIPIENT's obligation to indemnify and hold harmless or defend the
17 COUNTY. SUBRECIPIENT shall indemnify COUNTY against any and all actions of recoupment by
18 the TREASURY arising from this Agreement. Such indemnification shall not be limited to the term of
19 this Agreement. SUBRECIPIENT shall indemnify COUNTY against any and all costs, claims,
20 penalties, damages, or actions arising from this Agreement or made by any person or entity arising
21 from any violation or alleged violation of Section 1.G, herein. Such indemnification shall not be
22 limited to the term of this Agreement. The provisions of this Section 17 shall survive the termination
23 or expiration of this Agreement."
24 6. When both parties have signed this Amendment No. 1, the Agreement and this Amendment No.
25 1 together constitute the Agreement.
26 7. The SUBRECIPIENT represents and warrants to the County that:
27 a. The SUBRECIPIENT is duly authorized and empowered to sign and perform its obligations
28 under this Amendment No. 1.
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1 b. The individual signing this Amendment No. 1 on behalf of the SUBRECIPIENT is duly
2 authorized to do so and his or her signature on this Amendment No. 1 legally binds the
3 SUBRECIPIENT to the terms of this Amendment No. 1.
4 8. The parties agree that this Amendment No. 1 may be executed by electronic signature as
5 provided in this section.
6 a. An "electronic signature" means any symbol or process intended by an individual signing this
7 Amendment No. 1 to represent their signature, including but not limited to (1) a digital
8 signature; (2) a faxed version of an original handwritten signature; or(3) an electronically
9 scanned and transmitted (for example by PDF document) version of an original handwritten
10 signature.
11 b. Each electronic signature affixed or attached to this Amendment No. 1 is deemed equivalent
12 to a valid original handwritten signature of the person signing this Amendment No. 1 for all
13 purposes, including but not limited to evidentiary proof in any administrative or judicial
14 proceeding, and (2) has the same force and effect as the valid original handwritten signature
15 of that person.
16 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
17 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title
18 2.5, beginning with section 1633.1).
19 d. Each party using a digital signature represents that it has undertaken and satisfied the
20 requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5),
21 and agrees that each other party may rely upon that representation.
22 e. This Amendment No. 1 is not conditioned upon the parties conducting the transactions under
23 it by electronic means and either party may sign this Amendment No. 1 with an original
24 handwritten signature.
25 9. This Amendment No. 1 may be signed in counterparts, each of which is an original, and all of
26 which together constitute this Amendment No. 1.
27 10. The Agreement as amended by this Amendment No. 1 is ratified and continued. All provisions of
28 the Agreement and not amended by this Amendment No. 1 remain in full force and effect.
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1 [SIGNATURE PAGE FOLLOWS]
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DocuSign Envelope ID:8465F12A-45F1-47A4-8F49-E34D4403A3D3
1 The parties are signing this Amendment No. 1 on the date stated in the introductory clause.
2
SUBRECIPIENT COUNTY OF FRESNO
'3 Docuftned by:
C(,v'au� s- �,aSfVO
4 D772CA31 FBB54F3..
Craig S. Castro, President and Chief S I Q i ro, hairman of the Board of
5 Executive Officer of Fresno Community S is the County of Fresno
Hospital and Medical Center
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Mailing Address: Attest:
7 Fresno Community Hospital and Medical Bernice E. Seidel
Center Clerk of the Board of Supervisors
8 789 Medical Center Drive East County of Fresno, State of California
Clovis, CA 93611
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By:
10 Deputy
11 For accounting use only:
12 Org: 1033
Fund: 0026
13 Subclass: 91021
Account: 7845
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1 Revised Exhibit B
2 Subrecipient Expenditure Plan
3 Subrecipient shall provide to County drawdown requests for payments for eligible expenses to
4 complete the Program for the amount not to exceed two million seven-hundred twenty thousand six-
5 hundred seventy dollars ($2,720,670). Subrecipient may make drawdown requests to cover eligible
6 expenditures in support of the Program, as represented in Exhibit B, Table 1-1. Subrecipient shall use
7 the Drawdown Request Form to submit detailed drawdown requests on quarterly intervals (90 days) for
8 eligible expenditures, and shall include copies of purchase orders, receipts, and reimbursement
9 requests, detailing items purchased, and expenses incurred, or anticipated to be incurred, in support of
10 the Program.
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12 Revised Table 1-1
13 Expenditure Plan
14 Items Budget
15 Adult Intensive Care Unit, Stryker Beds —6 units $207,278
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17 Computed Tomography Scanner $1,914,441
18 Scanner installation and adaptation costs $598,951
19 Total $2,720,670
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28 B-1
1 Revised Exhibit B (Continued)
2 Drawdown Request Form
3 Date:
4 County of Fresno
5 ARPA- SLFRF Coordinator
2281 Tulare Street, Room 304
6 Fresno, CA 93721
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8 Subject: Drawdown Request for
9 Subrecipient Program Subrecipient Name
10 In accordance with the executed Agreement for the above-referenced Program, the
11 [SUBRECIPIENT NAME] is requesting drawdown payment of$ in support of the
12 Program.
13 The [SUBRECIPIENT NAME] certifies that this request for payment is consistent with the
14 amount of work that has been completed to date, detailing items purchased, and expenses
15 incurred or anticipated to be incurred in support of the Program in accordance with the
16 Subrecipient Expenditure Plan (Revised Exhibit B, Table 1-1) documented in the executed
17 Agreement, and as evidenced by the enclosed invoices and supporting documents.
18 Payee Invoice #/ Contract# Amount
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23 Sincerely,
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25 [Subrecipient Officer]
26 [Subrecipient Name]
27 Enclosure(s)
28 B-2