HomeMy WebLinkAboutA-20-126 Agt - RHCB COVID-19 Shelter.pdf-1-
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A G R E E M E N T
THIS AGREEMENT is made and entered into this 24th day of March, 2020, by and between
the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
"COUNTY", and RH Community Builders, a California Limited Partnership, whose address is 331 W
Shields Avenue, Fresno, CA 93705, hereinafter referred to as “SUBRECIPIENT.”
W I T N E S S E T H:
WHEREAS, COUNTY, on March 17, 2020 declared a Local Emergency in response to the
imminent and proximate threat of the Novel Coronavirus (COVID-19);
WHEREAS, COUNTY, through the Department of Social Services (DSS), in response to said Local
Emergency and to the State of Emergency declared by the State of California on March 4, 2020, seeks to
provide shelter to individuals and families that are experiencing homelessness during the COVID-19
pandemic in order to reduce the spread of virus transmission; and
WHEREAS, SUBRECIPIENT was identified as being able to provide said shelter in an expedient
manner and SUBRECIPIENT is willing to provide said services pursuant to the terms and conditions of this
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS
A. SUBRECIPIENT shall perform all services set forth in Exhibit A, Summary of
Services, attached hereto and by this reference incorporated herein.
B.SUBRECIPIENT shall provide services pursuant to program expenses detailed in
Exhibit B, Budget, attached hereto and by this reference incorporated herein.
2.TERM
The term of this Agreement shall be for a period of sixty (60) days, commencing March 16,
2020, through and including the 15th day of May, 2020. This Agreement may be extended for four (4)
additional consecutive thirty (30) day periods upon the approval of both parties no later than fifteen (15)
days prior to the first day of the next thirty (30) day extension period. The Director of the Department of
Social Services or designee is authorized to execute such written approval on behalf of COUNTY based on
Agreement No. 20-126
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SUBRECIPIENT’s satisfactory performance.
3.TERMINATION
A.Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided hereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving the SUBRECIPIENT thirty (30) days advance written notice.
B.Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1)An illegal or improper use of funds;
2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to the COUNTY; or
4)Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
breach of this Agreement or any default which may then exist on the part of the SUBRECIPIENT. Neither
shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or
default. The COUNTY shall have the right to demand of the SUBRECIPIENT the repayment to the
COUNTY of any funds disbursed to the SUBRECIPIENT under this Agreement, which in the judgment of
the COUNTY were not expended in accordance with the terms of this Agreement. The SUBRECIPIENT
shall promptly refund any such funds upon demand.
C.Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by SUBRECIPIENT or COUNTY or COUNTY’s DSS Director, or
designee, upon the giving of thirty (30) days advance written notice of an intention to terminate to
SUBRECIPIENT.
4.COMPENSATION
For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to
pay SUBRECIPIENT and SUBRECIPIENT agrees to receive compensation in accordance with Exhibit B,
Budget Summary.
In no event shall the cumulative total of this Agreement exceed of Two Million One Hundred
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Twenty-Five Thousand Five Hundred Ninety and No/100 Dollars ($2,125,590). In no event shall actual
services performed under this Agreement be in excess of Three Hundred Fifty-Four Thousand Two
Hundred and Sixty-Five and No/100 Dollars ($354,265) for each 30-day period. Payments by COUNTY
shall be in arrears, for services provided during the preceding month, within forty-five (45) days after
receipt, verification and approval of SUBRECIPIENT’s invoices by COUNTY.
It is understood that all expenses incidental to SUBRECIPIENT'S performance of services
under this Agreement shall be borne by SUBRECIPIENT. If SUBRECIPIENT should fail to comply with
any provision of the Agreement, COUNTY shall be relieved of its obligation for further compensation.
Any compensation which is not expended by SUBRECIPIENT pursuant to the terms and conditions of
this Agreement shall automatically revert to COUNTY. The services provided by the SUBRECIPIENT
under this Agreement are funded in whole or in part by the State of California. In the event that funding
for these services is delayed by the State Controller, COUNTY may defer payment to CONTRACTOR.
The amount of the deferred payment shall not exceed the amount of funding delayed by the State
Controller to the COUNTY. The period of time of the deferral by COUNTY shall not exceed the period of
time of the State Controller’s delay of payment to COUNTY plus forty-five (45) days.
5.INVOICING
SUBRECIPIENT shall invoice COUNTY’s DSS in arrears by the tenth (10th) of each month
for expenditures incurred to provide services rendered in the previous month to:
DSSInvoices@fresnocountyca.gov. Payments by COUNTY’s DSS shall be in arrears, for actual services
provided during the preceding month, within forty-five (45) days after receipt, verification, and approval of
SUBRECIPIENT’s invoices by COUNTY’s DSS. A monthly activity report shall accompany the invoice,
reflecting services supported by the invoiced expenditures and be in a form and in such detail as
acceptable to the COUNTY’s DSS. All final claims for funding shall be submitted by SUBRECIPIENT
within sixty (60) days following the final month of services.
At the discretion of COUNTY’s DSS Director or designee, if an invoice is incorrect or is
otherwise not in proper form or detail, COUNTY’s DSS Director or designee shall have the right to withhold
full payment of the invoice that is incorrect or improper after five (5) days prior written notice or email
correspondence to SUBRECIPIENT. SUBRECIPIENT agrees to continue to provide services for a period of
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ninety (90) days after written or email notification of an incorrect or improper invoice. If after the ninety (90)
day period the invoice(s) is still not corrected to COUNTY’s DSS satisfaction, COUNTY or COUNTY’s DSS
Director or designee may elect to terminate this Agreement, pursuant to the termination provisions stated in
Paragraph Three (3) of this Agreement.
6. INDEPENDENT CONTRACTOR
In performance of the work, duties and obligations assumed by SUBRECIPIENT under this
Agreement, it is mutually understood and agreed that SUBRECIPIENT, including any and all of the
SUBRECIPIENT'S officers, agents, and employees will at all times be acting and performing as an
independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right
to control or supervise or direct the manner or method by which SUBRECIPIENT shall perform its work and
function. However, COUNTY shall retain the right to administer this Agreement so as to verify that
SUBRECIPIENT is performing its obligations in accordance with the terms and conditions thereof.
SUBRECIPIENT and COUNTY shall comply with all applicable provisions of law and the
rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject
thereof.
Because of its status as an independent contractor, SUBRECIPIENT shall have absolutely
no right to employment rights and benefits available to COUNTY employees. SUBRECIPIENT shall be
solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee
benefits. In addition, SUBRECIPIENT shall be solely responsible and save COUNTY harmless from all
matters relating to payment of SUBRECIPIENT'S employees, including compliance with Social Security
withholding and all other regulations governing such matters. It is acknowledged that during the term of this
Agreement, SUBRECIPIENT may be providing services to others unrelated to the COUNTY or to this
Agreement.
7. MODIFICATION
A. Any matters of this Agreement may be modified from time to time by the written
consent of all the parties without, in any way, affecting the remainder.
B. Notwithstanding the above, changes to line items in Exhibit B, Budget, in an amount
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not to exceed ten percent (10%) of the total maximum compensation as identified in Section Four (4) of this
Agreement, may be made with the written approval of COUNTY’s DSS Director or designee and
SUBRECIPIENT. Budget line item changes shall not result in any change to the maximum compensation
amount payable to SUBRECIPIENT, as stated herein.
C. SUBRECIPIENT hereby agrees that changes to the compensation under this
Agreement may be necessitated by a reduction in funding from State and/or Federal sources.
COUNTY’s DSS Director or designee may modify the maximum compensation depending on State and
Federal funding availability, as stated in Section Four (4) in this Agreement. SUBRECIPIENT further
understands that this Agreement is subject to any restrictions, limitations or enactments of all legislative
bodies which affect the provisions, term, or funding of this Agreement in any manner.
8. NON-ASSIGNMENT
Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under
this Agreement without the prior written consent of the other party.
9. HOLD HARMLESS
COUNTY agrees to indemnify, save, hold harmless, SUBRECIPIENT, its officers, agents,
and employees from any and all costs and expenses , damages, liabilities, claims, and losses occurring or
resulting to SUBRECIPIENT in connection with the performance, or failure to perform, by COUNTY, its
officers, agents, or employees under this Agreement, and from any and all costs and expenses , damages,
liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured
or damaged by the performance, or failure to perform, of COUNTY, its officers, agents, or employees
under this Agreement.
10. INSURANCE
Without limiting the COUNTY's right to obtain indemnification from SUBRECIPIENT or any
third parties, and until such required insurance coverages, stated below, are available or in place by
SUBRECIPIENT, the following requirements will be in force. COUNTY, at its sole expense, shall maintain in
full force and effect, the following insurance policies or a program of self-insurance, including but not limited
to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the
Agreement:
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A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include
any auto used in connection with this Agreement.
C. Professional Liability
If SUBRECIPIENT employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
E. Additional Requirements Relating to Insurance
COUNTY shall obtain endorsements to the Commercial General Liability insurance naming
the SUBRECIPIENT, its officers, agents, and employees, individually and collectively, as additional insured,
but only insofar as the operations under this Agreement are concerned. Such coverage for additional
insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by
SUBRECIPIENT, its officers, agents and employees shall be excess only and not contributing with
insurance provided under COUNTY's policies herein. This insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance written notice given to SUBRECIPIENT.
SUBRECIPIENT hereby waives its right to recover from COUNTY, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. SUBRECIPIENT is solely responsible to obtain any endorsement to such policy that may be
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necessary to accomplish such waiver of subrogation, but SUBRECIPIENT’s waiver of subrogation under
this paragraph is effective whether or not SUBRECIPIENT obtains such an endorsement.
Within Thirty (30) days from the date COUNTY signs and executes this Agreement,
COUNTY shall provide certificates of insurance and endorsement as stated above for all of the foregoing
policies, as required herein, to the County of Fresno, P.O. Box 1912, Fresno, CA 93718-1219, Attention:
Contract Analyst, stating that such insurance coverage has been obtained and is in full force; that the
County of Fresno, its officers, agents and employees will not be responsible for any premiums on the
policies; that for such worker’s compensation insurance the SUBRECIPIENT has waived its right to recover
from the COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and
that waiver does not invalidate the insurance policy; that such Commercial General Liability insurance
names the SUBRECIPIENT, its officers, agents and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned; that such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
by SUBRECIPIENT, its officers, agents and employees, shall be excess only and not contributing with
insurance provided under COUNTY's policies herein; and that this insurance shall not be cancelled or
changed without a minimum of thirty (30) days advance, written notice given to SUBRECIPIENT.
In the event SUBRECIPIENT fails to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of
California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
rating of A FSC VII or better.
11. CONFLICT OF INTEREST
No officer, employee or agent of the COUNTY who exercises any function or responsibility
for planning and carrying out of the services provided under this Agreement shall have any direct or indirect
personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be employed
by the SUBRECIPIENT under this Agreement to fulfill any contractual obligations with the COUNTY. The
SUBRECIPIENT shall comply with all Federal, State of California and local conflict of interest laws, statutes
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and regulations, which shall be applicable to all parties and beneficiaries under this Agreement and any
officer, employee, or agent of the COUNTY.
12. NON-DISCRIMINATION
During the performance of this Agreement SUBRECIPIENT shall not unlawfully discriminate
against any employee or applicant for employment, or recipient of services, because of ethnic group
identification, gender, gender identity, gender expression, sexual orientation, color, physical disability,
mental disability, medical condition, national origin, race, ancestry, marital status, religion, or religious
creed, pursuant to all applicable State of California and Federal statutes and regulations.
13. LIMITED ENGLISH PROFICIENCY
SUBRECIPIENT shall provide interpreting and translation services to persons participating
in SUBRECIPIENT’s services who have limited or no English language proficiency, including services to
persons who are deaf or blind. Interpreter and translation services shall be provided as necessary to allow
such participants meaningful access to the programs, services and benefits provided by SUBRECIPIENT.
Interpreter and translation services, including translation of SUBRECIPIENT’s “vital documents” (those
documents that contain information that is critical for accessing SUBRECIPIENT’s services or are required
by law) shall be provided to participants at no cost to the participant. SUBRECIPIENT shall ensure that any
employees, agents, subcontractor, or partners who interpret or translate for a program participant, or who
directly communicate with a program participant in a language other than English, demonstrate proficiency
in the participants’ language and can effectively communicate any specialized terms and concepts peculiar
to SUBRECIPIENT’s services.
14. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND
VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
A. COUNTY and SUBRECIPIENT recognize that SUBRECIPIENT is a recipient of State
funds under the terms of this Agreement. By signing this Agreement, SUBRECIPIENT agrees to notify
COUNTY of any past, present, or future Federal suspension or debarment. By signing this Agreement,
SUBRECIPIENT attests to the best of its knowledge and belief, that it and its principals:
1) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded by any Federal department or agency; and
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2) Shall not knowingly enter into any covered transaction with an entity or person
who is proposed for debarment under Federal regulations, debarred, suspended, declared ineligible, or
voluntarily excluded from participation in such transaction.
B. SUBRECIPIENT shall provide immediate written notice to COUNTY if at any time
during the term of this Agreement SUBRECIPIENT learns that the representations it makes above were
erroneous when made or have become erroneous by reason of changed circumstances.
C. SUBRECIPIENT shall include a clause titled “Certification Regarding Debarment,
Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transactions” and similar in
nature to this paragraph in all lower tier covered transactions and in all solicitations for lower tier covered
transactions.
D. SUBRECIPIENT shall, prior to soliciting or purchasing goods and services in
excess of $25,000 funded by this Agreement, review and retain the proposed vendor’s suspension and
debarment status at https://www.sam.gov/SAM/.
13. CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement shall be in strict conformance with
all applicable Federal, State of California and/or local laws and regulations relating to confidentiality.
14. DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent disclosure of
COUNTY data including sensitive or personal client information; abuse of COUNTY resources; and/or
disruption to COUNTY operations, individuals and/or agencies that enter into a contractual relationship
with COUNTY for the purpose of providing services under this Agreement must employ adequate data
security measures to protect the confidential information provided to SUBRECIPIENT by COUNTY,
including but not limited to the following:
A. SUBRECIPIENT-Owned Mobile/Wireless/Handheld Devices may not be
connected to COUNTY networks via personally owned mobile, wireless or handheld devices, except
when authorized by COUNTY for telecommuting and then only if virus protection software currency
agreements are in place, and if a secure connection is used.
B. SUBRECIPIENT-Owned Computers or Computer Peripherals may not
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brought into COUNTY for use, including and not limited to mobile storage devices, without prior
authorization from COUNTY’s Chief Information Officer or her designee. Data must be stored on a
secure server approved by COUNTY and transferred by means of a VPN (Virtual Private Network)
connection, or another type of secure connection of this type if any data is approved to be transferred.
C. County-Owned Computer Equipment – SUBRECIPIENT or anyone having
an employment relationship with COUNTY may not use COUNTY computers or computer peripherals
on non-COUNTY premises without prior authorization from COUNTY’s Chief Information Officer or her
designee.
D. SUBRECIPIENT may not store COUNTY’s private, confidential or
sensitive data on any hard-disk drive.
E. SUBRECIPIENT are responsible to employ strict controls to insure the
integrity and security of COUNTY’s confidential information and to prevent unauthorized access to data
maintained in computer files, program documentation, data processing systems, data files and data
processing equipment which stores or processes COUNTY data internally and externally.
F. Confidential client information transmitted to one party by the other by
means of electronic transmissions must be encrypted according to Advanced Encryption Standards
(AES) of 128 BIT or higher. Additionally, a password or pass phrase must be utilized.
G. SUBRECIPIENT are responsible to immediately notify COUNTY of any
breaches or potential breaches of security related to COUNTY’s confidential information, data
maintained in computer files, program documentation, data processing systems, data files and data
processing equipment which stores or processes COUNTY data internally or externally.
H. The requirements in this Data Security provision shall apply to
SUBRECIPIENT’s subcontractors, if any.
15. PROPERTY OF COUNTY
SUBRECIPIENT agrees to take reasonable and prudent steps to ensure the security of
any and all said hardware and software provided to it by COUNTY under this Agreement, to maintain
replacement-value insurance coverages on said hardware and software of like kind and quality
approved by COUNTY.
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All purchases over Five Thousand Dollars ($5,000) made during the life of this
Agreement that will outlive the life of this Agreement shall be identified as fixed assets with an assigned
Fresno County DSS Accounting Inventory Number. These fixed assets shall be retained by COUNTY,
as COUNTY property, in the event this Agreement is terminated or upon expiration of this Agreement.
SUBRECIPIENT agrees to participate in an annual inventory of all COUNTY fixed assets and shall be
physically present when fixed assets are returned to COUNTY possession at the termination or
expiration of this Agreement. SUBRECIPIENT is responsible for returning to COUNTY all COUNTY
owned fixed assets upon the expiration or termination of this Agreement.
16. INDEPENDENT AUDIT
A. COUNTY reserves the right to perform or cause to be performed a financial audit. At
COUNTY’s request, the SUBRECIPIENT shall provide, at its own expense, a financial audit prepared by a
certified public accountant. CESH administrative funds may be used to fund this expense.
1) If a financial audit is required by COUNTY, the audit shall be performed by an
independent certified public accountant.
2) The SUBRECIPIENT shall notify COUNTY of the auditor’s name and address
immediately after the selection has been made. The contract for the audit shall
allow access by COUNTY and State representatives to the independent auditor’s
working papers.
3) The SUBRECIPIENT is responsible for the completion of audits and all costs of
preparing audits.
4) The completed audit report shall be submitted by the auditor to COUNTY within
three business days of completion.
5) If there are audit findings, the SUBRECIPIENT must submit a detailed response
acceptable to COUNTY for each audit finding within 90 days from the date of the
audit finding report.
B. Failure to comply with the above provision may result in COUNTY performing the
necessary audit tasks or contracting with a qualified accountant to perform said audit. All audit costs related
to this Agreement are the sole responsibility of SUBRECIPIENT who agrees to take corrective action to
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eliminate any material noncompliance or weakness found as a result of such audit. Audit work performed
by COUNTY under this paragraph shall be billed to SUBRECIPIENT at COUNTY cost, as determined by
COUNTY’s Auditor-Controller/Treasurer-Tax Collector.
17. AUDITS AND INSPECTIONS
The SUBRECIPIENT shall at any time during business hours, and as often as the COUNTY
may deem necessary, make available to the COUNTY for examination all of its records and data with
respect to the matters covered by this Agreement. The SUBRECIPIENT shall, upon request by the
COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure
SUBRECIPIENT'S compliance with the terms of this Agreement.
SUBRECIPIENT shall make available all records and accounts for inspection and audit by
COUNTY, the State of California, the Comptroller General of the United States, a Federal Grantor Agency,
or any of their duly authorized representatives, at all reasonable times for a period of at least five (5) years
following final payment under this Agreement or the closure of all other pending matters, whichever is later.
In addition, SUBRECIPIENT shall cooperate and participate with COUNTY’s fiscal review
process and comply with all final determinations rendered by the COUNTY’s fiscal review process. If
COUNTY reaches an adverse decision regarding SUBRECIPIENT’s services to consumers, it may result in
the disallowance of payment for services rendered; or in additional controls to the delivery of services, or in
the termination of this Agreement, at the discretion of COUNTY’s DSS Director or designee. If as a result of
COUNTY’s fiscal review process a disallowance is discovered due to SUBRECIPIENT’s deficiency,
SUBRECIPIENT shall be financially liable for the amount previously paid by COUNTY to SUBRECIPIENT
and this disallowance will be adjusted from SUBRECIPIENT’s future payments, at the discretion of
COUNTY’s DSS Director or designee. In addition, COUNTY shall have the sole discretion in the
determination of fiscal review outcomes, decisions and actions.
18. FRATERNIZATION
SUBRECIPIENT shall establish procedures addressing fraternization between
SUBRECIPIENT’s staff and clients. Such procedures will include provisions for informing
SUBRECIPIENT’s staff and clients regarding fraternization guidelines.
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19. CHARITABLE CHOICE
SUBRECIPIENT may not discriminate in its program delivery against a client or potential
client on the basis of religion or religious belief, a refusal to hold a religious belief, or a refusal to actively
participate in a religious practice. Any specifically religious activity or service made available to individuals
by the SUBRECIPIENT must be voluntary as well as separate in time and location from COUNTY funded
activities and services. SUBRECIPIENT shall inform COUNTY as to whether it is faith-based. If
SUBRECIPIENT identifies as faith-based, they must submit to DSS a copy of its policy on referring
individuals to alternate treatment SUBRECIPIENT, and include a copy of this policy in their client admission
forms. The policy must inform individuals that they may be referred to an alternative provider if they object
to the religious nature of the program, and include a notice to DSS. Adherence to this policy will be
monitored during site reviews, and a review of client files. If SUBRECIPIENT identifies as faith-based, by
July 1 of each year SUBRECIPIENT will be required to report to DSS the number of individuals who
requested referrals to alternate providers based on religious objection.
20. GRIEVANCES
SUBRECIPIENT shall establish procedures for handling client complaints and/or grievances.
Such procedures will include provisions for informing clients of their rights to a State Hearing to resolve
such issues.
21. PROHIBITION ON PUBLICITY
None of the funds, materials, property or services provided directly or indirectly under this
Agreement shall be used for SUBRECIPIENT’s advertising, fundraising, or publicity (i.e., purchasing of
tickets/tables, silent auction donations, etc.) for the purpose of self-promotion. Notwithstanding the above,
publicity of the services described in Paragraph One (1) of this Agreement shall be allowed as necessary to
raise public awareness about the availability of such specific services when approved in advance by the
Director or designee and at a cost as provided in Exhibit B for such items as written/printed materials, the
use of media (i.e., radio, television, newspapers) and any other related expense(s).
22. PUBLIC INFORMATION
SUBRECIPIENT shall disclose COUNTY as a funding source in all public information and
program materials developed in support of contracted services.
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23. NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY SUBRECIPIENT
Director, COUNTY OF FRESNO Director Department of Social Services RH Community Builders P.O. Box 1912 331 W. Shields Ave. Fresno, CA 93718-1912 Fresno, CA 93705
All notices between the COUNTY and SUBRECIPIENT provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
24. GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in Fresno
County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
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25. INTERPRETATION OF LAWS AND REGULATIONS
COUNTY reserves the right to make final interpretations or clarifications on issues relating to
Federal and State laws and regulations, to ensure compliance.
26. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
COUNTY, its officers, consultants, subcontractors, agents and employees shall comply with all
applicable State, Federal and local laws and regulations governing projects that utilize Federal Funds.
27. CHANGE OF LEADERSHIP/MANAGEMENT
In the event of any change in the status of SUBRECIPIENT’s leadership or management,
SUBRECIPIENT shall provide written notice to COUNTY within thirty (30) days from the date of change.
Such notification shall include any new leader or manager’s name, address and qualifications. “Leadership
or management” shall include any employee, member, or owner of SUBRECIPIENT who either a) directs
individuals providing services pursuant to this Agreement, b) exercises control over the manner in which
services are provided, or c) has authority over SUBRECIPIENT’s finances.
28. LOBBYING AND POLITICAL ACTIVITY
None of the funds provided under this Agreement shall be used for publicity, lobbying or
propaganda purposes designed to support or defeat legislation pending in the Congress of the United
States of America or the Legislature of the State of California.
SUBRECIPIENT shall not directly or indirectly use any of the funds under this Agreement for
any political activity or to further the election or defeat of any candidate for public office.
29. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the SUBRECIPIENT is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of the agreement, the SUBRECIPIENT changes
its status to operate as a corporation.
Members of the SUBRECIPIENT’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while SUBRECIPIENT is providing goods or performing services
under this agreement. A self-dealing transaction shall mean a transaction to which the SUBRECIPIENT
is a party and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
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signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and incorporated
herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter.
30. SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of any
one provision in the Agreement shall not affect the other provisions.
31. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the SUBRECIPIENT and
COUNTY with respect to the subject matter hereof and supersedes all previous Agreement negotiations,
proposals, commitments, writings, advertisements, publications, and understanding of any nature
whatsoever unless expressly included in this Agreement.
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Exhibit A
Page 1 of 1
SUMMARY OF SERVICES
ORGANIZATION: RH Community Builders
ADDRESS: 2445 W. Whitesbridge Ave, Fresno, CA 93706 (105 beds)
2550 W. Clinton Ave, Fresno, CA 93705 (120 beds)
1040 N. Pleasant Ave, Fresno, CA 93728 (40 beds)
TELEPHONE: (585) 314-3914
CONTACT: Kathryn Wilbur
EMAIL: katie@rhcbfresno.com
CONTRACT: Emergency COVID-19 Shelter
CONTRACT TERM: March 16, 2020 through May 15, 2020
May 16, 2020 through June 15, 2020 (optional)
June 16, 2020 through July 16, 2020 (optional)
July 15, 2020 through August 16, 2020 (optional)
August 17, 2020 through September 16, 2020 (optional)
DESCRIPTION OF SERVICES
RH Community Builders (RHCB) will provide low-barrier emergency shelters including dormitory
style or private accommodations. RHCB will provide 265 beds across three sites for homeless
individuals throughout metro Fresno. The shelter is intended to provide a safe environment for
homeless individuals during the COVID-19 State of Emergency.
CONTRACTOR RESPONSIBILITIES
• Provide sanitary supplies, including but not limited to soap, hand sanitizer, and
disinfectants, to all staff and guests
• Shelter beds must be open to all who desire the service regardless of gender, sexual
orientation or marital status. Guests must be allowed to enter shelter with their partners,
possessions, and pets
• Provide daily meal service to guests
• Provider must not exclude people because of intoxication or mental illness
• Ensure compliance with local, state, and federal public health directives. This includes
practicing social distancing, limiting guest travel, and ensuring ill staff do not report to
work
• Set aside private rooms away from groups of people for individuals appearing ill
• Ensure compliance with the Americans with Disabilities Act (ADA) to accommodate
people with disabilities
• Provide accommodations for guests’ pets
• Ensure that staff is on site 24 hours per day, 7 days a week
• Ensure security protocols are in place for emergency incidents, including but not limited
to medical emergencies and communicable disease
• Establish protocols to handle both suspected and confirmed cases of COVID-19
• Provide necessary transportation for guests
• Publicly display proper hygiene recommendations throughout each facility
Exhibit B
BUDGET SUMMARY
ORGANIZATION: RH Community Builders
SERVICES: Emergency Shelter
CONTRACT TERM: March 16, 2020 through May 15, 2020
May 16, 2020 through June 15, 2020 (optional)
June 16, 2020 through July 16, 2020 (optional)
July 17, 2020 through August 16, 2020 (optional)
August 17, 2020 through September 16, 2020 (optional)
CONTRACT TOTAL: $2,125,590
MONTHLY BUDGET: $354,265
30-Day Monthly Budget
Budget Category Amount
Personnel
Salaries
Payroll Taxes
Benefits
Subtotal $130,865
Operations
Client Meals
Insurance
Communication
Repairs and Maintenance
Utilities
Supplies
Transportation
Security
Rent
Subtotal $191,195
Administration
Administrative Costs
Subtotal $32,205
Total $354,265
Breakdown of Monthly Cost by Facility (Estimated)
Facility Location Amount
2445 W Whitesbridge Ave. $124,184
2550 W Clinton Ave. $140,919
1040 N Pleasant Ave. $89,161
Total $354,265
Exhibit C
Page 1 of 2
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”),
must disclose any self-dealing transactions that they are a party to while providing goods,
performing services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to
the County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the
transaction; and
b. The nature of the material financial interest in the Corporation’s transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
Exhibit C
Page 2 of 2
(1) Company Board Member Information:
Name: Date:
Job
Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations
Code 5233 (a):
(5) Authorized Signature
Signature: Date: