HomeMy WebLinkAboutAgreement A-24-055 Amendment No. 1 to Agreement 22-535 with ESCC.pdf Agreement No. 24-055
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 January 23, 2024 and is between Easter Seals Central California, a California nonprofit 501(c)(3)
5 corporation whose address is 2547 W. Shaw Avenue, Suite 113, Fresno, CA 93711 ("Subrecipient"),
6 and the County of Fresno ("County"), a political subdivision of the State of California.
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 for certain eligible purposes, including to
12 respond to the public health emergency or its negative economic impacts of the COVID-19 pandemic on
13 early care and learning services, including services for patients living with autism spectrum disorder
14 (ASD) and other disabilities, or other special needs that were negatively impacted due to required
15 closures to comply with the emergency public health orders to contain the spread of COVID-19.
16 C. On November 29, 2022, the County and the Subrecipient entered into County agreement
17 number 22-535 ("Agreement"), to help the Subrecipient bolster its early care and learning services,
18 support and preserve the Subrecipient's services for two calendar years by funding operational
19 expenses so that the Subrecipient may resume maximum patient caseload, augment staff training,
20 assist with personnel salaries and benefits, and community outreach expenditures, which will benefit
21 patients and their families who need early learning services, therapies, consultations, and wrap-around
22 services, which were negatively impacted by the pandemic.
23 D. The Subrecipient represents that since Agreement 22-535 was executed, the rigid structure of
24 the approved Expenditure Plan requires that the Subrecipient present to the County an unreasonable
25 amount of supporting documentation to justify the organization's total annual costs so that the
26 Subrecipient may recover 40% percent of personnel cost and 30% of direct costs from the SLFRF
27 program, and that the Expenditure Plan's line item descriptions have created an undue hardship in the
28 administration of the grant, and have limited the Subrecipient's ability to recover actual expenses that
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1 are necessary to implement the Subrecipient's Program that would otherwise be reimbursed with
2 SLFRF.
3 E. The Revised Expenditure Plan on Table 1-1, Revised Exhibit B of the Agreement will correct a
4 calculation error on how Fringe Benefits were initially calculated, which originally used 15% of the
5 Subrecipient's annual total salaries, wages, and benefits; the Revised Expenditure plan will instead
6 correctly charge salaries, wages, and benefits for the portion of Subrecipient personnel being billed to
7 the ARPA-SLFRF Program. The Revised Table 1-1 of Exhibit B will redistribute funds by increasing the
8 personnel cost line items upward by 15% and adding language that describes the line items showing
9 salaries and benefits included. The redistribution of the remaining funding availability will increase other
10 Direct Costs line items without increasing overall maximum ARPA Grant compensation.
11 F. The Agreement's reimbursable time period is unclear and should be clarified through this
12 Amendment No. 1.
13 G. The Subrecipient represents that the Program would benefit from a modification to the
14 Expenditure Plan, which would reduce the Subrecipient's administrative burden to recover allowable
15 costs for personnel and other direct costs from SLFRF, and which were presented too narrowly in
16 Exhibit B of the Agreement.
17 H. The County and the Subrecipient desire to amend the Agreement to revise the Program's
18 Expenditure Plan and allow the County's Administrative Officer or designee to approve minor budgetary
19 modifications as needed and appropriate.
20 The parties, therefore, agree as follows:
21 1. This Amendment No. 1 shall be retroactive to the Effective Date of the Agreement, November
22 29, 2022.
23 2. The Agreement Recital on page 3, lines 7 through 15, is deleted in its entirety, and replaced with
24 the following:
25 " WHEREAS, the SUBRECIPIENT represents that SLFRF provided under this Agreement will
26 address the negative economic impacts of the pandemic on early care and learning services, and to
27 respond to behavioral health challenges exacerbated by the public health emergency, including
28 services for patients living with ASD or other disabilities, and will help bolster, support and preserve
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1 the Subrecipient's services by providing SLFRF to help fund operational expenses to resume
2 maximum patient caseload, augment staff training, personnel salaries and benefits, professional
3 services, and community outreach expenditures from July 1, 2022 through December 31, 2024,
4 which will benefit patients and their families who need early learning services, therapies,
5 consultations, wrap-around services which were impacted by the pandemic (Program);"
6 3. Section 1(D) of the Agreement, located at page 4, lines 17 through 23, is deleted in its entirety
7 and replaced with the following:
8 "Subrecipient represents that it intends to use SLFRF to address the negative economic impacts
9 of the pandemic on early care and learning services, services for patients living with ASD or
10 other disabilities, and will help bolster, support and preserve the Subrecipient's services. SLFRF
11 provided under this Agreement will help fund operational expenses to resume maximum patient
12 caseload, augment staff training, personnel salaries and benefits, payroll taxes, professional
13 services, and community outreach expenditures from July 1, 2022 through December 31, 2024,
14 as shown on Table 1-1 of Revised Exhibit B, attached and incorporated by this reference."
15 4. All references to "Exhibit B" in the Agreement shall be amended to refer to "Revised Exhibit B."
16 Revised Exhibit B is attached to this Amendment No. 1 and incorporated by this reference.
17 5. A portion of Section 13, Grant Funding/Compensation, of the Agreement located on page 15 line
18 1 through 8, is deleted, and replaced with the following:
19 "... will fund operational expenses to resume maximum patient caseload, augment staff training,
20 personnel salaries and benefits, professional services, and community outreach expenditures
21 from July 1, 2022 through December 31, 2024, as shown on Table 1-1 of Revised Exhibit B,
22 which will benefit patients and their families who need early learning services, therapies,
23 consultations, or referral to supporting and wrap-around services. SUBRECIPIENT shall track
24 number of patients and their families benefiting from Subrecipient's services, hours of services
25 delivered, number of additional rereferrals made, number of new intakes, report on type and
26 number of employee trainings in its quarterly and annual reporting to the County through the
27 course of the Program term, including any aggregate data to show measurable accomplishments
28 of the Program."
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1 6. A portion of Section 13, Grant Funding/Compensation, of the Agreement located on page 16 line
2 5 through 8, is deleted, and replaced with the following:
3 "SUBRECIPIENT shall submit documentation to the County of Fresno, County Administrative
4 Office located at 2281 Tulare, Room 304, Fresno, CA 93721, or electronically, to e-mail address
5 fresnocao(Wresnocountyca.gov. Payment by County shall be in arrears for services provided
6 during the preceding period of time, within forty-five (45) days from date of receipt, verification,
7 and approval of Subrecipient's invoice and supporting documentation by County. Requests for
8 advancement of funds for anticipated eligible expenditures shall also be accompanied by a
9 written certification from the Subrecipient consistent with the amount of work scheduled to be
10 performed or materials to be purchased with the amount of funding being requested from the
11 County, and that the payment request is in accordance with the Program, Table 1-1 of Revised
12 Exhibit B of this Agreement. After appropriate review and inspection of the payment request for
13 advanced funding, the COUNTY shall make the payment available to Subrecipient, less any
14 amounts outstanding for which prior advanced funds have not been fully expended or accounted
15 with supporting documentation. If Subrecipient fails to comply with any provision of this
16 Agreement, County shall be relieved of its obligations for further compensation."
17 7. Section 15, Modification, of the Agreement, located on page 17, lines 21 through 22, is deleted in
18 its entirety, and replaced with the following:
19 "Any matters of this Agreement may be modified from time to time by the written consent of all
20 the parties without, in any way, affecting the remainder. Changes to line items, as set forth in
21 Revised Exhibit B, that, when added together during the term of the Agreement do not exceed
22 ten percent (10%) of the total maximum compensation payable to Subrecipient, may be made
23 with the written approval of Subrecipient and County's Administrative Officer or designee. These
24 modifications shall not result in any change to the maximum compensation amount payable to
25 Subrecipient, as described in this Agreement."
26 8. A portion of Exhibit A, Program Description of the Agreement, located on page 26, lines 24
27 through 28, is deleted, and replaced with the following:
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1 "ASD or other disabilities. SLFRF will help bolster, support and preserve the SUBRECIPIENT's
2 services by providing SLFRF to help fund operational expenses to resume maximum patient
3 caseload, augment staff training, personnel salaries and benefits, professional services, and
4 community outreach expenditures from July 1, 2022 through December 31, 2024, which will
5 benefit patients and their families who need early learning services, therapies, consultations,
6 wrap-around services which were impacted by the pandemic."
7 9. When both parties have signed this Amendment No. 1, the Agreement and this Amendment No.
8 1 together constitute the Agreement.
9 10. The Subrecipient represents and warrants to the County that:
10 a. The Subrecipient is duly authorized and empowered to sign and perform its obligations under
11 this Amendment No. 1.
12 b. The individual signing this Amendment No. 1 on behalf of the Subrecipient is duly authorized
13 to do so and his or her signature on this Amendment No. 1 legally binds the Subrecipient to
14 the terms of this Amendment No. 1.
15 11. The parties agree that this Amendment No. 1 may be executed by electronic signature as
16 provided in this section.
17 a. An "electronic signature" means any symbol or process intended by an individual signing this
18 Amendment No. 1 to represent their signature, including but not limited to (1) a digital
19 signature; (2) a faxed version of an original handwritten signature; or (3) an electronically
20 scanned and transmitted (for example by PDF document) version of an original handwritten
21 signature.
22 b. Each electronic signature affixed or attached to this Amendment No. 1 is deemed equivalent
23 to a valid original handwritten signature of the person signing this Amendment No. 1 for all
24 purposes, including but not limited to evidentiary proof in any administrative or judicial
25 proceeding, and (2) has the same force and effect as the valid original handwritten signature
26 of that person.
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1 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
2 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title
3 2.5, beginning with section 1633.1).
4 d. Each party using a digital signature represents that it has undertaken and satisfied the
5 requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5),
6 and agrees that each other party may rely upon that representation.
7 e. This Amendment No. 1 is not conditioned upon the parties conducting the transactions under
8 it by electronic means and either party may sign this Amendment No. 1 with an original
9 handwritten signature.
10 12. This Amendment No. 1 may be signed in counterparts, each of which is an original, and all of
11 which together constitute this Amendment No. 1.
12 13. The Agreement as amended by this Amendment No. 1 is ratified and continued. All provisions of
13 the Agreement and not amended by this Amendment No. 1 remain in full force and effect.
14 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Amendment No. 1 on the date stated in the introductory clause.
2
Subrecipient COUNTY OF FRESNO _
3 ,,'V
`z._L-;4 - � �-
Erica Ybarra, Ekecutive Director of Easter Nathan Magsig, Chairman of the Board
5 Seals Central California of Supervisors of the County of Fresno
6 Attest:
Mailing Address: Bernice E. Seidel
7 Easter Seals Central California Clerk of the Board of Supervisors County
2547 W. Shaw Avenue, Suite 113 of Fresno, State of California
8 Fresno, Ca 93711
9 By: I .
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. In the first thirty (30) days following the Effective Date of this Agreement,
5 Subrecipient may make one (1) drawdown request to a maximum of forty thousand dollars ($40,000),
6 equivalent to twenty percent (20%) of the Program's total budgeted amount ($200,000), to cover eligible
7 expenditures in support of the Program. The first drawdown request from Subrecipient to the County
8 shall also be accompanied by a written certification from the Subrecipient that the drawdown request for
9 payment is consistent with the amount of work scheduled to be performed or materials to be purchased
10 with the amount of funding being requested from the County. Drawdowns requests shall detail purchase
11 orders, receipts, and reimbursement requests, detailing items purchased, and expenses incurred or
12 anticipated to be incurred in support of the Program for items listed in Table 1-1 of Revised Exhibit B of
13 this Agreement.
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B-1
1 Revised Exhibit B (continued)
2 Table 1-1, Revised Expenditure Plan
3 Easter Seals Central California
4 Revised Expenditure Plan, Table 1-1
5 Personnel Costs(est.to help fund ARPA
up to 40% of Total Annual Cost) Funding Description
6 Early Intervention Director/s $ 32,700
7 Behavioral Clinical Director/s $ 42,000 Salaries and Wages
8 Certified Home Visitation Therapist/s $ 33,750
Sub-total $ 108,450
9 Taxes and Benefits $ 16,268 15%of Salaries and wages
10 Total Personnel Cost $ 124,718
11 Operations(est.to help fund up to ARPA Description
30% of Total Annual Cost) Funding
12 Rent and Utilities $ 22,500 Includes but is not limited to facility rent, utilities
such as electricity,water, phone, internet,and
13 subscriptions for video or television broadcast
services,etc.
14 Outreach Materials $ 11,000 Includes costs that support outreach and
engagement,for example materials, prints,
15 supplies, marketing efforts that promote
community outreach.
16 Supplies $ 2,000 Includes expenditures related to supplies such
17 as office supplies,cleaning, health,safety,
wellness amenities,and/or personal protective
18 equipment and supplies.
Mileage $ 5,250 Anticipated to reimburse miles for Easter Seals
19 Central California's program related trips.
Staff Development Trainings $ 5,000 Includes but is not limited to expenses related to
20 professional development/training, registration,
certification, meals for training programs such as
21 the ACE'S, Diversity/Equity/Inclusion, In-home
Safety, Mental Health, Domestic Violence,etc.
22 Contract Services $ 29,532 Includes but is not limited to contracted costs
related to operations. For example accounting
23 and audit, human resources, legal,central and
other profesional fees, information technology,
24 and/or janitorial,etc.,which are necessary costs
to Easter Seals'operation.
25 Total Direct Costsl $ 75,282
26 Total ARPA Grant $ 200,000
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B-2
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
7 Subject: Drawdown Request for
8 Subrecipient Program Subrecipient Name
9 In accordance with the executed Agreement for the above-referenced Program, the
10 [SUBRECIPIENT NAME] is requesting drawdown payment of$ in support of the
11 Program.
12 The [SUBRECIPIENT NAME] certifies that this request for payment is consistent with the
13 amount of work that has been completed to date, detailing items purchased, and expenses
14 incurred or anticipated to be incurred in support of the Program in accordance with the
15 Subrecipient Expenditure Plan (Revised Exhibit B, Table 1-1) documented in the executed
16 Agreement, and as evidenced by the enclosed invoices and supporting documents.
17 Payee Invoice # / Contract# Amount
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22 Sincerely,
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24 [Subrecipient Officer]
25 [Subrecipient Name]
26 Enclosure(s)
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B-3