HomeMy WebLinkAboutAgreement A-20-358 with City of Fresno.pdf1
AGREEMENT
BY AND BETWEEN
THE CITY OF FRESNO AND
COUNTY OF FRESNO
FOR THE ADMINISTRATION OF
CORONAVIRUS HEARTH EMERGENCY SOLUTIONS GRANT FUNDS
(E-20-MW-06-0001)
IN THE
IMPLEMENTATION OF THE JOINT COVID-19 HOMELESSNESS RESPONSE PLAN
THIS AGREEMENT is made and entered into effective upon execution by both parties,
by and between the CITY OF FRESNO (the CITY), and COUNTY OF FRESNO (the
COUNTY), for IMPLEMENTING THE JOINT COVID-19 HOMELESSNESS RESPONSE
PLAN.
RECITALS
WHEREAS, the United States Department of Housing and Urban Development
(HUD has provided an allocation of HEARTH Emergency Solutions Grant funds to the
CITY under Coronavirus Aid, Relief and Economic Security Act (CARES Act) (Public
Law 116-136) to protect the health and safety of people experiencing homelessness
and reduce the spread of the COVID-19 outbreak; and
WHEREAS, the CITY and the COUNTY has prepared a joint plan for the
application of these funds to protect the health and safety of people experiencing
homelessness and reduce the spread of the COVID-19 outbreak; and
WHEREAS, the COUNTY hereby represents that it desires to and is
professionally and legally capable of performing the homelessness response services;
and
WHEREAS, this Agreement will be administered for the City by its City Manager
through the Planning and Development Department, Division of Housing and
Community Development or other designee of the City Manager.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions and premises hereinafter combined to be kept and performed by the
respective Parties, it is mutually agreed as follows:
ARTICLE 1
DEFINITIONS. Wherever used in this Agreement or any of the contract documents, the
following words shall have the meaning herein given, unless the context requires a
different meaning.
A.“ACT” – 24 CFR Part 576 et seq. as revised by the Emergency Solutions Grant
and Consolidated Plan Conforming Amendments Interim Rule, published in the Federal
Register on December 5, 2011 (76 Fed. Reg. 75954).
B.“Administrator” and “Contract Administrator” shall mean the Manager of the
Agreement No. 20-358
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Housing and Community Development Division of the Planning and Development
Department of CITY or other designee of the City Manager.
C. “Budget” shall mean COUNTY’s Cost Proposal submitted with the Bid Proposal.
D. “CARES ACT” shall mean Coronavirus Aid, Relief and Economic Security Act
(CARES Act) (Public Law 116-136)
E. “City Manager” shall mean the City Manager of the CITY.
F. “Contract” or “Contract Documents” shall mean and refer to this Agreement
including its exhibits.
G. “ESG” or “HESG” shall mean the Emergency Solutions Grant as set forth in the
ACT.
H. “ESG-CV” shall mean the Emergency Solutions Grant provisions as set forth in
the CARES ACT.
I. “HMIS” means the Homeless Management Information System. HMIS is the
information system designated by the local Continuum of Care (CoC) to comply with the
requirements of CoC Program interim rule 24 CFR 578. It is a locally-administered data
system used to record and analyze client, service, and housing data for individuals and
families who are homeless or at risk of homelessness.
J. “Program” shall mean services provided under the Federal funding source.
K. “Program Component” shall mean the five program components of: Street
Outreach, Emergency Shelter, Rapid Rehousing, Homelessness Prevention, and HMIS
as more fully described at 24 CFR 576.101 through 576.107. Administration of the
program is an activity and not a Program Component.
L. “Program income” for the specific purpose of this Agreement shall be as defined
in the ACT. Unless otherwise provided for in the ACT, program income shall include any
and all gross income earned by or accruing to COUNTY in its pursuit hereof provided
that the term program income does not include rebates, credits, discounts or refunds
realized by COUNTY in its pursuit hereof.
M. “Project” shall mean the COUNTY’S operating name for distinct ESG Program
Component.
N. “Scope of Services or Services” shall mean those services submitted with
COUNTY’s bid proposal to be offered in fulfillment of the Program and included in
Exhibit A.
O. Subaward shall mean an award of City funds provided by the COUNTY to a
Subrecipient (2 CFR 200.330(a)) of the COUNTY in order to carry out a part of
COUNTY’s administration of the Scope of Work.
P. Subcontract shall mean a COUNTY’s agreement, with a vendor or subcontractor,
which is selected in accordance with the COUNTY’s board-approved procurement
policy and Federal procurement and contracting requirements at 2 CFR 200.318
through 200.326.
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Q. Subrecipient shall mean an entity that receives a Subaward from the COUNTY to
carry out a part of the program, program component and/or project, but shall not include
an individual that is a beneficiary of such program. A Subrecipient may also be a
recipient of other grant awards directly from the CITY.
1. Contract Administration. This Agreement including all the Contract
Documents shall be administered according to the order of precedence set forth herein
for CITY by Administrator who shall be COUNTY’s point of contact and to whom
COUNTY shall report.
2. Scope of Services. COUNTY shall provide the Program in conformance
with the Contract Documents and perform to the satisfaction of CITY those services set
forth in Exhibit A and services necessarily related or incidental thereto even though not
expressly set forth therein.
3. Effective Date and Term of Agreement. It is the intent of the Parties that
this Agreement be effective as of the date first set forth above as to all terms and
conditions of the Agreement. Services of COUNTY shall commence on June 11, 2020,
and shall end on June 10, 2021, which shall be the term of this Agreement, unless
terminated earlier as provided herein.
4. Compensation and Method of Payment. CITY shall pay COUNTY the
aggregate sum not to exceed One Million Nine Hundred Ninety-Eight Thousand Three
Hundred Thirty-Four Dollars and Fifty Cents ($1,998,334.50) for satisfactory performance of
the services rendered therefore and as set forth in Exhibit B attached hereto and
incorporated herein. Compensation is based on actual expenditures, supported by
properly executed payrolls, time records, invoices, contracts, vouchers, orders, or any
other accounting documents pertaining in whole or in part to this Agreement and shall
be clearly identified and submitted by the COUNTY to the CITY with each request for
reimbursement. The COUNTY’s request for reimbursement shall also be in
accordance with the Budget set forth in Exhibit B. It is understood that all expenses
incidental to COUNTY’s performance of services under this Agreement shall be borne
by the COUNTY. If COUNTY should fail to comply with any provisions of this
Agreement, CITY shall be relieved of its obligation for further compensation.
Notwithstanding any payment provisions herein, COUNTY’s failure to timely and
properly submit required records and reports set forth in this Agreement may be cause
for CITY to suspend or delay reimbursement payments to COUNTY.
a. Payments shall be made by the CITY to COUNTY in arrears for
services provided during the preceding month. Such payment by CITY shall be made
in the normal course of business, generally within forty-five (45) days after the date of
receipt by CITY of a correctly completed and supported invoice in accordance with the
provisions of this paragraph, and shall be for the actual expenditures incurred by
COUNTY in accordance with Exhibit B. Payments shall be made after receipt and
verification of actual expenditures. All invoices are to be submitted CITY at the address
given for notices on the signature page hereof or at such address the CITY may from
time to time designate by written notice.
b. The Administrator may, in his or her sole discretion, agree in
writing to revise the payment schedule in subsection (a), above, upon COUNTY’s
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showing that such will facilitate delivery of the services; provided, however, that total
payments under this Agreement shall not exceed the total amount provided for in
subsection.
c. Any funds paid by CITY hereunder which remain unearned at the
expiration or earlier termination of the Agreement shall be, and remain in trust, the
property of CITY and shall be remitted to CITY within 10 days of expiration or earlier
termination of this Agreement. Any interest thereon must be credited to or returned to
CITY. All funds advanced pursuant to this Agreement and not expended shall be
returned to CITY.
d. CITY will not be obligated to make any payments under this
Agreement if the request for payment is received by the CITY more than 60 days after
the date of termination of this Agreement or the date of expiration of this Agreement,
whichever occurs first.
e. COUNTY understands and agrees that the availability of ESG-CV
Funding hereunder is subject to the control of HUD and should the ESG-CV funding be
encumbered, withdrawn, or otherwise made unavailable to CITY whether earned or
promised to COUNTY and/or should CITY in any fiscal year hereunder fail to
appropriate said funds, CITY shall not provide said funds to COUNTY unless and until
they are made available for payment to CITY by HUD and CITY receives and
appropriates said Funds. No other funds owned or controlled by CITY shall be
obligated under this Agreement to the project(s). Should sufficient funds not be
appropriated, the Services provided may be modified, or this Agreement terminated, at
any time by the CITY as provided in section 8 below.
f. COUNTY shall use the funds provided by CITY solely for the
purpose of providing the services required under Section 2 of this Agreement.
5. Loss of Third Party Funding: In the event any funding provided by a party
other than CITY for the Program or services being performed by COUNTY is
suspended, reduced or withdrawn, then Administrator may suspend this Agreement
immediately upon its receipt of notice thereof, or terminate this Agreement as provided
in Section 8 below. COUNTY shall notify CITY in writing within 7 days if any of the
following events occur:
a. Suspension, reduction or withdrawal of COUNTY'S funding by
other funding source(s).
b. The CITY, in its sole discretion, may stay such suspension of the
Agreement for a period not to exceed 30 days to allow COUNTY to either (i) submit a
new service or funding plan for evaluation by the CITY who may accept or reject in its
sole discretion, or (ii) complete an orderly phase out of services. If the CITY accepts
such new service or funding plan, then such plan will be subject to the requirements in
Section 13 below.
6. Disposition of Program Income. Absent the CITY’s written consent, any
program income generated hereunder shall be used to reduce the CITY’s
reimbursement obligations hereunder, or in the absence thereof promptly remitted
entirely to the CITY.
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7. Events of Default. When in the opinion of CITY, there is an occurrence of
any one or more of the following provisions it will represent an Event of Default for
purposes of this Agreement.
a. An illegal or improper use of funds.
b. A failure to comply with any term, covenant or condition of this
Agreement.
c. Report(s) are submitted to CITY which are incorrect or incomplete
in any material respect.
d. The services required hereunder are incapable of or are
improperly being performed by COUNTY.
e. Refusal of COUNTY to accept change under Section 15
f. COUNTY fails to maintain any required insurance.
g. There is a loss of third party funding (see Section 5 above).
h. COUNTY’s breach of any other material condition, covenant,
warranty, promise or representation contained in this Agreement not otherwise
identified within this Section.
8. Termination and Remedies. Upon the occurrence of an Event of Default,
CITY shall give written notice to COUNTY of the Event of Default by specifying (1) the
nature of the event or deficiency giving rise to the default, (2) the action required to
cure the deficiency, if, in the sole discretion of CITY, any action to cure is possible, and
(3) if the Event of Default is curable, a date, which shall not be less than thirty (30)
calendar days from the date of the notice, by which such deficiency must be cured,
provided, however that if such failure cannot be remedied in such time, COUNTY shall
have an additional thirty (30) days to remedy such failure so long as COUNTY is
diligently and in good faith pursuing such remedy.
a. This Agreement shall terminate without any liability of CITY to
COUNTY upon the earlier of: (i) the happening of an Event of Default by COUNTY and
a failure to cure said Event of Default within the time specified in the notice of Event of
Default; (ii) 7 calendar days prior written notice without cause by CITY to COUNTY;
(iii) CITY’S non-appropriation of funds sufficient to meet its obligations hereunder
during any CITY fiscal year of this Agreement, or insufficient funding for the services
provided by COUNTY; or (iv) expiration of this Agreement.
b. Immediately upon any termination or expiration of this Agreement,
COUNTY shall (i) immediately stop all work hereunder; (ii) immediately cause any and
all of its subcontractors to cease work; and (iii) return to CITY any and all unearned
payments and all properties and materials in the possession of COUNTY that are
owned by CITY. Subject to the terms of this Agreement, COUNTY shall be paid
compensation for services satisfactorily performed prior to the effective date of
termination. COUNTY shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided.
c. Upon any breach of this Agreement by COUNTY, CITY may
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i. exercise any right, remedy (in contract, law or equity), or
privilege which may be available to it under applicable laws of the State
of California or any other applicable law;
ii. proceed by appropriate court action to enforce the terms of
the Agreement; and/or
iii. recover all direct, indirect, consequential, economic and
incidental damages for the breach of the Agreement. If it is determined
that CITY improperly terminated this Agreement for default, such
termination shall be deemed a termination for convenience.
d. In no event shall any payment by CITY pursuant to this Agreement
constitute a waiver by CITY of any breach of this Agreement or any default which may
then exist on the part of COUNTY, nor shall such payment impair or prejudice any
remedy available to CITY with respect to the breach or default.
e. CITY expressly reserves the right to demand of COUNTY the
repayment to CITY of any funds disbursed to COUNTY under this Agreement which, in
the judgment of CITY, were not expended in accordance with the terms of this
Agreement, and COUNTY agrees to promptly refund any such funds within 10 days of
CITY’S written demand.
9. Indemnification. City shall indemnify, hold harmless and defend County,
State of California and each of its officers, officials, employees, agents, and volunteers
from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether
in contract, tort or strict liability, including but not limited to personal injury, death at any
time and property damage) incurred by County, State of California, City or any other
person, and from any and all claims, demands and actions in law or equity (including
attorney's fees and litigation expenses), arising or alleged to have arisen directly or
indirectly from the negligent or intentional acts or omissions, or willful misconduct of
City or any of its officers, officials, employees, agents, or volunteers in the performance
of this Agreement; provided nothing herein shall constitute a waiver by city of
governmental immunities including California Government Code section 810 et seq.
County shall indemnify, hold harmless and defend City, State of California and each of
its officers, officials, employees, agents, and volunteers from any and all loss, liability,
fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict
liability, including but not limited to personal injury, death at any time and property
damage) incurred by the City, State of California, County or any other person, and from
any and all claims, demands and actions in law or equity (including attorney's fees and
litigation expenses), arising or alleged to have arisen directly or indirectly from the
negligent or intentional acts or omissions, or willful misconduct of County or any of its
officers, officials, employees, agents, or volunteers in the performance of this
Agreement; provided nothing herein shall constitute a waiver by County of
governmental immunities including California Government Code section 810 et seq.
In the event of concurrent negligence on the part of City or any of its officers, officials,
employees, agents, or volunteers, and County or any of its officers, officials, employees,
agents, or volunteers, the liability for any and all such claims, demands and actions in
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law or equity for such losses, fines, penalties, forfeitures, costs and damages shall be
apportioned under the State of California's theory of comparative negligence as
presently established or as may be modified hereafter.
This section shall survive expiration or termination of this Agreement.
10. Insurance. The County shall comply with all of the insurance
requirements in Exhibit D to this Agreement.
11. On-Site Monitoring. Authorized representatives of HUD and/or the CITY
shall have the right to monitor the COUNTY’s performance under this Agreement.
Such monitoring may include inspection activities, review of records, and attendance at
meetings: COUNTY shall reasonably make its facilities, books, records, reports and
accounts available for CITY’s inspection in pursuit hereof.
This section 11 shall survive termination or expiration of this Agreement.
12. Records, Reports and Inspection.
a. COUNTY shall establish and maintain records in accordance with
all requirements prescribed by CITY, HUD and generally accepted accounting
principles, with respect to all matters covered by this Agreement. As applicable,
COUNTY shall comply with all applicable requirements of CFR Part 200 - Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards, including the provision of a single audit (generally applicable where funding
from all federal sources in any fiscal year exceeds $750,000), and to such extent shall
submit to the CITY any applicable auditor’s reports and audited financial statements no
later than three (3) months after the COUNTY’s fiscal year end.
COUNTY shall be responsible for determining the applicability of the
foregoing:
i. On a quarterly basis, COUNTY shall submit to CITY, a
report utilizing and completing the form attached as EXHIBIT C – ESG
Quarterly Report. The report shall be submitted within thirty days of the close of
each quarter of the fiscal year for the duration of the Agreement. COUNTY shall
ensure the ESG grant funds provided by GRANTEE are clearly identified as a
subaward and include the following information:
• COUNTY NAME:
• COUNTY ID (DUNS #):
• Federal Award Identification Number (ESG-CV Grant # E-20-MW-06-
0001)
• Federal Award Date:
• Period of Performance:
• Federal Funds Obligated by this Agreement:
• Total Federal Funds Obligated to COUNTY:
• Total Amount of the Federal Award:
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• Federal Award project description:
• Name of Federal awarding agency: Dept. of Housing Urban
Development
• Name of pass-through entity: CITY of Fresno, California
• Award Official Contact Information: Name and Address
• CFDA Number: 14.231
• CFDA Name: Emergency Solutions Grant
• Identification of R&D: No
• Indirect cost rate for the Federal award: U p to the di minimus 10%
indirect cost rate allowed by CITY of Fresno
ii. Annually, COUNTY shall submit a report on clients served
and activities assisted with ESG funds by uploading HMIS data within 10 days of
receipt of the HUD Sage hyperlink into the Sage HMIS Reporting Repository.
iii. COUNTY shall maintain all records required by the Federal
regulations specified in 24 CFR 576.500
iv. COUNTY shall retain such records for a period of five (5)
years after receipt of the final payment under this Agreement or the earlier
termination of this Agreement, whichever occurs later. The records retention
period may be extended whenever:
a. any litigation, claim, or audit is started before the
expiration of the five-year period, the records must be retained until all
litigation, claims, or audit findings involving the records have been
resolved and final action taken.
b. the COUNTY is notified in writing by the CITY to
extend the retention period.
v. COUNTY is to prepare written financial statements, and
completed ESG Quarterly Report, each in the form attached hereto as Exhibit
C incorporated herein, each covering matters pertaining to the Scope of
Services contained in Exhibit A, to be submitted to CITY no later than the
thirtieth (30th) of the month following the end of each quarter hereunder for the
duration hereof, absent CITY’s prior written consent in cases of unusual
circumstances as determined in the sole discretion of the CITY.
b. During the life of this Agreement and for a period of five (5) years
after receipt of the final payment under this Agreement or the earlier termination of this
Agreement, whichever occurs later, COUNTY shall, at any time during normal
business hours and as often as CITY and/or HUD or the authorized representative of
either CITY or HUD may deem necessary, make available to them or any one of them,
within the CITY of Fresno, such statements, records, reports, data and information as
they may request pertaining to matters covered by this Agreement and permit them or
any one of them to audit and inspect all records, invoices, materials, payrolls, records
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of personnel, conditions of employment, and other data relating to all matters covered
by this Agreement. COUNTY shall also permit and cooperate with on-site monitoring
and personal interviews of participants, COUNTY'S staff, and employees by
Administrator and other CITY and/or HUD representatives.
c. The COUNTY is required to participate in the Fresno Madera
Continuum of Care (FMCoC). Participation is defined as attendance of the Member or
the Alternate Member at a minimum of 75% of all FMCoC Director’s meetings.
COUNTY’s attendance shall be confirmed through the Board-approved minutes of the
FMCoC Board of Directors’ meeting. COUNTY shall attach the most currently available
monthly minutes of the FMCoC are to be attached to the ESG Quarterly Report.
d. The COUNTY is required to collect and report client-level data in
accordance with HUD Office of Special Needs Assistance Programs (SNAPS) HMIS
Data Standards, to the local HMIS operated by the Housing Authorities of the CITY
and County of Fresno through a Memorandum of Understanding with the FMCoC or
comparable databases are required for use by providers of services for victims of
domestic violence, as described in the Violence Against Women Act (VAWA).
Reporting into the HMIS database or allowed comparable database is a requirement of
ESG funding. COUNTY reporting must be consistent in format and data element
structure with the Fresno Housing Authority HMIS Program Policies and Procedures
Manual and the HUD HMIS Data Standards and Data Dictionary current at the
execution of this Agreement. The comparable database will be maintained by the
COUNTY and used to collect data and report on outputs and outcomes as required by
HUD.
e. If COUNTY provides legal services or domestic violence victim
services requiring client-level information to remain confidential, they will be required to
establish a comparable client-level database internal to its organization (e.g. no
identifying data shared with the HMIS or the CITY and will provide only aggregate data
to the CITY as required). COUNTY will work with the HMIS System Administrator to
determine that the alternative database meets the standards for comparable client-
level databases, including compliance with the HMIS Data Standards which are
acceptable to HUD and the CITY.
f. All data elements specified above in 12(e) must be recorded for
each ESG project in HMIS and the fields needed to correctly generate the performance
reports are required to be collected in the comparable database.
g. The COUNTY is required to provide housing unit and client data to
the CITY of Fresno, or designee, to include in the Point in Time survey as administered
by the Fresno-Madera Continuum of Care and as required by the HEARTH Act of
2009.
This Section 12 shall survive expiration or termination of this Agreement.
13. Subawards. The COUNTY shall not enter into an Agreement making a
Subaward to a Subrecipient for any work contemplated under the Agreement without
first obtaining the CITY’s written approval of the Subaward Agreement.
a. An executed copy of every such subcontract approved by the
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Administrator shall be provided to CITY prior to implementation for retention in CITY's
files.
b. COUNTY is responsible to CITY for the proper performance of any
subcontract. No such subcontract shall relieve COUNTY of its obligations under this
Agreement.
c. Any subcontract shall be subject to all the terms and conditions of
this Agreement.
d. No officer or director of COUNTY shall have any direct or indirect
financial interest in any subcontract made by COUNTY or in any loan, purchase of
property, or any other arrangement made by COUNTY, by whatever name known.
14. Conflict of Interest and Non-Solicitation.
a. Prior to CITY’S execution of this Agreement, COUNTY shall
complete a CITY of Fresno conflict of interest disclosure statement in the form as set
forth in Exhibit E. During the term of this Agreement, COUNTY shall have the
obligation and duty to immediately notify CITY in writing of any change to the
information provided by COUNTY in such statement.
b. COUNTY shall comply, and require its subcontractors to comply,
with all applicable federal, state and local conflict of interest laws and regulations
including, without limitation, California Government Code Section 1090 et seq., the
California Political Reform Act (California Government Code Section 87100 et seq.)
and the regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et seq.). At any
time, upon written request of CITY, COUNTY shall provide a written opinion of its legal
counsel and that of any subcontractor that, after a due diligent inquiry, COUNTY and
the respective subcontractor(s) are in full compliance with all laws and regulations.
COUNTY shall take, and require its subcontractors to take, reasonable steps to avoid
any appearance of a conflict of interest. Upon discovery of any facts giving rise to the
appearance of a conflict of interest, COUNTY shall immediately notify CITY of these
facts in writing.
c. In performing the work or services to be provided hereunder,
COUNTY shall not employ or retain the services of any person while such person
either is employed by CITY or is a member of any CITY council, commission, board,
committee, or similar CITY body or within one year of their termination therefrom. This
requirement may be waived in writing by the CITY Manager, if no actual or potential
conflict is involved.
d. COUNTY represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure
this Agreement or any rights/benefits hereunder.
ARTICLE 2 FEDERAL REQUIREMENTS
15. COUNTY warrants, covenants and agrees, for itself and its contractors
and subcontractors of all tiers, that it shall comply with all applicable requirements of
the Lead-Based Paint Poisoning Prevention Act of 42 U.S.C. 4821 et seq., 24 CFR
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Part 35 and 24 CFR 982.401(j). In this regard COUNTY shall be responsible for all
inspection, testing and abatement activities.
a. The requirements, as applicable, of the Lead-Based Paint
Poisoning Prevention Act (42 U.S.C. 4821-4846), the Residential Lead-Based Paint
Hazard Reduction Act of 1992 (42 U.S.C. 4851-4856) and implementing regulations at
24 CFR Part 35. In addition, the following requirements relating to inspection and
abatement of defective lead-based paint surfaces must be satisfied: (1) Treatment of
defective paint surfaces must be performed before final inspection and approval of the
renovation, rehabilitation or conversion activity under this part; and (2) Appropriate
action must be taken to protect shelter occupants from the hazards associated with
lead-based paint abatement procedures.
b. The COUNTY agrees to comply with all applicable requirements of
Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) as amended and HUD
implementing regulation 24 CFR Part 8.
c. COUNTY agrees to comply with the federal requirements set forth
in 24 CFR Part 5, except as explicitly modified below, and use of emergency shelter
grant amounts must comply with the following requirements: (a) Nondiscrimination and
equal opportunity. The nondiscrimination and equal opportunity requirements at 24
CFR Part 5 are modified as follows:
i. Rehabilitation Act requirements. HUD’s regulations at 24
CFR Part 8 implement section 504 of the Rehabilitation Act of 1973 (29 U.S.C.
794) as amended. For purposes of the emergency shelter grants program, the
term dwelling units in 24 CFR Part 8 shall include sleeping accommodations.
ii. COUNTY shall make known that use of the facilities and
Services are available to all on a nondiscriminatory basis. If the procedures that
the COUNTY intends to use to make known the availability of the facilities and
Services are unlikely to reach persons of any particular race, color, religion, sex,
age, national origin, familial status, or disability who may qualify for such
facilities and Services, the COUNTY must establish additional procedures that
will ensure that such persons are made aware of the facilities and Services.
The COUNTY must also adopt procedures which will make available to
interested persons, information concerning the location of Services and facilities
that are accessible to persons with disabilities.
iii. The COUNTY shall be responsible for complying with the
policies, guidelines, and requirements of 24 CFR Part 85 (codified pursuant to
OMB Circular No. A-102) and OMB Circular No. A-87, as they relate to the
acceptance and use of ESG funding by CITY, and Nos. A-110 and A-122 as
they relate to the acceptance and use of emergency shelter grant amounts by
private nonprofit organizations.
d. The COUNTY will be responsible for all aspects project contract
award and management including the advertising for bids and shall award the contract
to the lowest responsible and responsible bidder. The COUNTY shall verify with the
Labor Relations and Equal Opportunity Division of the HUD Area Office that the low
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bidder has not been debarred or suspended from participating in federal projects.
e. COUNTY warrants, covenants and agrees that it shall perform the
Services in a manner that does not engage in inherently religious activities and that
does not engage in any prohibited activities described in 24 CFR 576.23. Without
limitation, COUNTY shall not unlawfully discriminate on the basis of religion and shall
not provide religious instruction or counseling, conduct religious services or worship,
engage in religious proselytizing, or exert other religious influence in pursuit hereof.
Subject to the foregoing, COUNTY does not intend to utilize ESG funding to construct,
rehabilitate or convert facilities owned primarily by religious organizations or to assist
primarily religious organizations in acquiring or leasing facilities to the extent prohibited
in 24 CFR 576.23.
f. COUNTY shall perform the Services in compliance with, and not to
cause or permit the Services to be in violation of, any existing or future environmental
law, rule, regulation, ordinance, or statute. COUNTY agrees that, if CITY has
reasonable grounds to suspect any such violation, COUNTY shall be entitled to thirty
(30) days’ notice and opportunity to cure such violation. If the suspected violation is not
cured, CITY shall have the right to retain an independent consultant to inspect and test
the subject facilities for such violation. If a violation is discovered, COUNTY shall pay
for the cost of the independent consultant.
g. The 2 CFR 200 Uniform Administrative Requirements, Cost
Principals, and Audit Requirements for Federal Awards referenced in this Agreement
are available at https://ecfr.io/Title-02/pt2.1.200
16. Relocation.
a. COUNTY shall assure that it has taken all reasonable steps to
minimize the displacement of persons (families, individuals, businesses, nonprofit
organizations, and farms) as a result of this project and the Services rendered in
pursuit thereof.
b. A displaced person must be provided relocation assistance at the
levels described in, and in accordance with, 49 CFR Part 24, which contains the
government-wide regulations implementing the Uniform Relocation Assistance and
Real Property Acquisition Policies Act of 1970 (URA) (42 U.S.C. 4601-4655).
17. Further Assurances.
a. This Agreement, when executed and delivered, shall constitute the
legal, valid, and binding obligations of COUNTY enforceable against COUNTY in
accordance with its respective terms, except as such enforceability may be limited by
(a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or
other similar laws of general applicability affecting the enforcement of creditors’ rights
generally and (b) the application of general principles of equity without the joiner of any
other party.
b. COUNTY represents and warrants as of the date hereof that
COUNTY has obtained and, to the best of COUNTY’s knowledge, is in compliance
with all federal, state, and local governmental reviews, consents, authorizations,
approvals, and licenses presently required by law to be obtained by COUNTY for the
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Services as of the date hereof.
c. In the performance of this Agreement, COUNTY shall promptly
and faithfully comply with, conform to and obey the ACT and all amendments thereto,
and shall maintain all facilities hereunder in compliance with building, health and safety
codes.
d. COUNTY shall be solely responsible and liable for any recapture
or repayment obligation imposed by HUD due to any act or omission of COUNTY in
pursuit hereof.
e. COUNTY acknowledges that COUNTY, not the CITY, is
responsible for determining applicability of and compliance with the ACT and all other
applicable local, state, and federal laws including, but not limited to, any applicable
provisions of the California Labor Code, Public Contract Code, and Government Code.
The CITY makes no express or implied representation as to the applicability or
inapplicability of any such laws to this Agreement or to the Parties’ respective rights or
obligations hereunder including, but not limited to, competitive bidding, prevailing wage
subcontractor listing, or similar or different matters. COUNTY further acknowledges
that the CITY shall not be liable or responsible at law or in equity for any failure by
COUNTY to comply with any such laws, regardless of whether the CITY knew or
should have known of the need for such compliance, or whether the CITY failed to
notify COUNTY of the need for such compliance.
f. COUNTY agrees to comply with the CITY’s Fair Employment
Practices and shall not employ discriminatory practices in the provision of the Services,
employment of personnel, or in any other respect on the basis of race, color, creed,
religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital status,
status as a veteran with disabilities or veteran of the Vietnam era, medical condition, or
physical or mental disability. During the performance of this Agreement, COUNTY
agrees as follows:
g. COUNTY will comply with all laws and regulations, as applicable.
No person in the United States shall, on the grounds of race, color, creed, religion, sex,
sexual preference, national origin, ancestry, ethnicity, age, marital status, status as a
disabled veteran or veteran of the Vietnam era, medical condition, or physical or
mental disability be excluded from participation in, be denied the benefits of, or be
subject to discrimination under any program or activity made possible by or resulting
from this Agreement.
h. COUNTY will not discriminate against any employee or applicant
for employment because of race, color, creed, religion, sex, sexual preference,
national origin, ancestry, ethnicity, age, marital status, and status as a disabled veteran
or veteran of the Vietnam era, medical condition, or physical or mental disability.
COUNTY shall take affirmative action to ensure that applicants are employed, and the
employees are treated during employment, without regard to their race, color, creed,
religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital status,
status as a disabled veteran or veteran of the Vietnam era, medical condition, or
physical or mental disability. Such action shall include, but not be limited to, the
following: employment, upgrading, demotion or transfer; recruitment or recruitment
14
advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. COUNTY agrees to post in
conspicuous places, available to employees and applicants for employment, notices
setting forth the provision of this nondiscrimination clause.
i. COUNTY will, in all solicitations or advertisements for employees
placed by or on behalf of COUNTY, state that all qualified applicants will receive
consideration for employment without regard to race, color, creed, religion, sex, sexual
preference, national origin, ancestry, ethnicity, age, marital status, status as a disabled
veteran or veteran of the Vietnam era, medical condition, or physical or mental
disability.
j. COUNTY will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers’ representatives of
COUNTY’s commitment under this Section and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
ARTICLE 3 GENERAL PROVISIONS
18. Amendment. This Agreement shall not be modified except by written
amendment approved by the CITY Council and signed by the parties. Where it is
determined by the Administrator that there is a need to make any change in the
Program, services to be performed, fiscal procedures and system, or the terms and
conditions of this Agreement (including, without limitation, any changes necessary to
comply with changes in federal, state, or local laws or regulations), refusal by
COUNTY to accept the change is grounds for termination of this Agreement.
Notwithstanding the foregoing, approval of the CITY Council is not required for (i)
insubstantial adjustments in line items within the total approved budget, not affecting
the total approved budget amount, approved by the Administrator in his/her sole
discretion;(ii) insubstantial changes in the nature or scope of services specified in this
Agreement approved by the Administrator in his/her sole discretion; and (iii) changes
to the insurance requirements specified in Exhibit D approved by CITY’s Risk
Manager in his or her sole discretion.
19. Public Information. COUNTY shall disclose all of its funding sources to
CITY which, thereafter, will be public information.
20. Copyrights/Patents.
a. If this Agreement results in a book or other copyrightable material,
the author may seek any available copyright protection for the work unless a work for
hire. CITY reserves a royalty-free, nonexclusive, irrevocable and assignable license to
reproduce, publish, or otherwise use, and to authorize others to use, all copyrighted
material and all material which can be copyrighted.
b. Any discovery or invention arising out of or developed in the
course of work aided by this Agreement, shall promptly and fully be reported to CITY
for determination by CITY as to whether patent protection on such invention or
discovery, including rights thereto under any patent issued thereon (reserved
15
henceforth onto CITY), shall be imposed and administered, in order to protect the
public interest.
21. Political Activity Prohibited. None of the funds, materials, property or
services provided directly or indirectly under this Agreement shall be used for any
political activity, or to further the election or defeat of any ballot measure or candidate
for public office.
22. Lobbying Prohibited. None of the funds provided under this Agreement
shall be used for publicity, lobbying or propaganda purposes designed to support or
defeat legislation pending before any legislative body.
23. Third Party Beneficiaries. The rights, interests, duties and obligations
defined within this Agreement are intended for the specific parties hereto as identified
in the preamble of this Agreement. It is not intended that any rights or interests in this
Agreement benefit or flow to the interest of any third parties.
24. Nondiscrimination. To the extent required by controlling federal, state
and local law, COUNTY shall not employ discriminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the
performance of this Agreement, COUNTY agrees as follows:
a. COUNTY will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era be excluded from participation in, be denied the benefits of, or be subject
to discrimination under any program or activity made possible by or resulting from this
Agreement.
b. COUNTY will not discriminate against any employee or applicant
for employment because of race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, sex, age, sexual
orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
COUNTY shall ensure that applicants are employed, and the employees are treated
during employment, without regard to their race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, sex,
age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to COUNTY’S employment practices
including, but not be limited to, the following: employment, upgrading, demotion or
transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or
other forms of compensation; and selection for training, including apprenticeship.
COUNTY agrees to post in conspicuous places, available to employees and applicants
for employment, notices setting forth the provision of this nondiscrimination clause.
c. COUNTY will, in all solicitations or advertisements for employees
placed by or on behalf of COUNTY in pursuit hereof, state that all qualified applicants
16
will receive consideration for employment without regard to race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of
the Vietnam era.
d. COUNTY will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers' representatives of
COUNTY’S commitment under this section and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
25. Independent Contractor.
a. In the furnishing of the services provided for herein, COUNTY is
acting as an independent contractor. Neither COUNTY, nor any of its officers, agents
or employees shall be deemed an officer, agent, employee, joint venture, partner or
associate of CITY for any purpose. CITY shall have no right to control or supervise or
direct the manner or method by which COUNTY shall perform its work and functions.
However, CITY shall retain the right to administer this Agreement so as to verify that
COUNTY is performing its obligations in accordance with the terms and conditions
thereof.
b. This Agreement does not evidence a partnership or joint venture
between COUNTY and CITY. COUNTY shall have no authority to bind CITY absent
CITY’S express written consent. Except to the extent otherwise provided in this
Agreement, COUNTY shall bear its own costs and expenses in pursuit thereof.
c. Because of its status as an independent contractor, COUNTY and
its officers, agents and employees shall have absolutely no right to employment rights
and benefits available to CITY employees. COUNTY shall be solely liable and
responsible for providing to, or on behalf of, its employees all legally required
employee benefits. In addition, COUNTY shall be solely responsible and save CITY
harmless from all matters relating to payment of COUNTY’S employees, including,
without limitation, compliance with Social Security withholding, and all other regulations
governing such matters. It is acknowledged that during the term of this Agreement,
COUNTY may be providing services to others unrelated to CITY or to this Agreement.
26. Notices. Any notice required or intended to be given to either party under
the terms of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation of
receipt, or sent by United States registered or certified mail, with postage prepaid,
return receipt requested, addressed to the party to which notice is to be given at the
party's address set forth on the signature page of this Agreement or at such other
address as the parties may from time to time designate by written notice. Notices
served by United States mail in the manner above described shall be deemed
sufficiently served or given at the time of the mailing thereof.
27. Binding. Once this Agreement is signed by all parties, it shall be binding
upon, and shall inure to the benefit of, all Parties, and each Parties' respective heirs,
successors, assigns, transferees, agents, servants, employees and representatives.
17
28. Assignment.
a. This Agreement is personal to COUNTY and there shall be no
assignment by COUNTY of its rights or obligations under this Agreement without the
prior written approval of the Administrator. Any attempted assignment by COUNTY, its
successors or assigns, shall be null and void unless approved in writing by the
Administrator.
b. COUNTY hereby agrees not to assign the payment of any monies
due COUNTY from CITY under the terms of this Agreement to any other individual(s),
corporation(s) or entity(ies). CITY retains the right to pay any and all monies due
COUNTY directly to COUNTY.
29. Compliance with Law. In providing the services required under this
Agreement, COUNTY shall at all times comply with all applicable laws of the United
States, the State of California and CITY, and with all applicable regulations
promulgated by federal, state, regional or local administrative and regulatory agencies,
now in force and as they may be enacted, issued, or amended during the life of this
Agreement.
30. Waiver. The waiver by either Party of a breach by the other of any
provision of this Agreement shall not constitute a continuing waiver or a waiver of any
subsequent breach of either the same or a different provision of this Agreement. No
provisions of this Agreement may be waived unless in writing and signed by all Parties
to this Agreement. Waiver of any one provision herein shall not be deemed to be a
waiver of any other provision herein.
31. Governing Law and Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California,
excluding, however, any conflict of laws rule which would apply the law of another
jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or
interpretation of this Agreement and any rights and duties hereunder shall be Fresno
County, California.
32. Headings. The Section headings in this Agreement are for convenience
and reference only and shall not be construed or held in any way to explain, modify or
add to the interpretation or meaning of the provisions of this Agreement.
33. Severability. The provisions of this Agreement are severable. The
invalidity or unenforceability of any one provision in this Agreement shall not affect the
other provisions.
34. Interpretation. The Parties acknowledge that this Agreement in its final
form is the result of the combined efforts of the parties and that, should any provision
of this Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against any Party, but rather by
construing the terms in accordance with their generally accepted meaning.
35. Attorney's Fees. If either Party is required to commence any proceeding
or legal action to enforce or interpret any term, covenant or condition of this
Agreement, the prevailing party in such proceeding or action shall be entitled to
recover from the other Party its reasonable attorney's fees and legal expenses.
18
36. Exhibits. Each exhibit and attachment referenced in this Agreement is, by
the reference, incorporated into and made a part of this Agreement.
37. Precedence of Documents. The order of precedence of documents shall
be: (1) Rules and Regulations of Federal Agencies relating to the source of funds for
this project; (2) Permits from other agencies as may be required by law; (3)
Supplemental Agreements or this Agreement the one dated later having precedence
over another dated earlier; (4) ESG Policies and Procedures (5) General Conditions.
Whenever any conflict appears in any portion of the Contract, it shall be
resolved by application of the order of precedence.
In the event of any conflict between the body of this Agreement and any Exhibit
or Attachment hereto, the terms and conditions of the body of this Agreement shall
control and take precedence over the terms and conditions expressed within the
Exhibit or Attachment. Furthermore, any terms or conditions contained within any
Exhibit or Attachment hereto which purport to modify the allocation of risk between the
Parties, provided for within the body of this Agreement, are null and void.
38. Cumulative Remedies. No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other remedies
at law or in equity.
39. Extent of Agreement. Each party acknowledges that they have read and
fully understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter
hereof and supersedes all prior negotiations, representations or agreements, either
written or oral.
[SIGNATURES APPEAR ON NEXT PAGE]
IN WITNESS WHEREOF , the parties have executed this
Agreement at Fresno , California , on the day and year first above written.
CITY OF FRESNO ,
A California municipal corporation
By :------------
Wilma Quan ,
City Manager
APPROVED AS TO FORM :
DOUGLAS T. SLOAN
COUNTY OF FRESNO
By £_ _,,:2~~-
Ernest sid~s,
Chairman of the Board of
Supervisors of the County of
Fresno
ATTEST :
rvanian Date Bernice E. Seidel
ty City Attorney 0\ ·9 •dO Clerk of the Board of Supervisors
County of Fresno , State of California
ATTEST:
YVONNE SPENCE , MMC CRM
City Clerk
By :------------
Deputy
Addresses :
CITY : COUNTY:
City of Fresno , Office of Mayor Lee COUNTY OF FRESNO Administrative
Brand
Attention : H. Spees
Director, Strategic Initiatives
2600 Fresno Street , Room 2075
Fresno , CA 93721
Phone : (559) 621-8000
Attachments:
1. Exhibit A -Scope of Services
2. Exhibit B -Budget Summary
3. Exhibit C -ESG Quarterly Report
4. Exhibit D -Insurance Requirements
Office
Attention : Sonia de la Rosa
Principal Administrative Analyst
2281 Tulare , Suite 304
Fresno CA 93721
Phone : (559) 600-1710
FAX : (559) 600-1230
5. Exhibit E -No Conflict of Interest Certification Form
19
20
EXHIBIT A
SCOPE OF SERVICES
Agreement “Between” City of Fresno and
County of Fresno
Coronavirus Emergency Solutions Grant (ESG-CV)
Scope of Work
County shall invest in COVID-19 prevention and containment efforts for temporary
shelters, including, but not limited to, medically indicated services and supplies,
such as testing and handwashing stations, and enhancements to existing shelter
facilities. The intent is to allow for proper social distancing and isolation to reduce
the spread of COVID-19 among the homeless population.
Record Retention and Reporting Requirements
The COUNTY must retain records in accordance 24 CFR Subpart F – Grant
Administration, §576.500, Recordkeeping and Reporting Requirements.
At this time, HUD has not issued instructions on beneficiary reporting. It is not
known to the City if HUD intends to use the SAGE HMIS reporting system for
ESG-CV annual reporting. Once HUD provides beneficiary reporting details to the
City and COUNTY, the City will issue an addendum to the Scope of Services
consistent with the HUD instructions.
The CITY’s quarterly reporting requirements are described within this Agreement
and the report form is attached as Exhibit C.
Monitoring
The COUNTY must monitor any and all subawards to subrecipients in accordance
with U.S department of Housing and Urban Development CPD Monitoring
Handbook - 6509.2 REV-7, CHG-1.
The COUNTY acknowledges that the CITY is required to periodically monitor the
COUNTY’s delivery of the subject ESG-CV funding. The CITY will rely on the
guidance in CPD Monitoring Handbook - 6509.2 REV-7, CHG-1 in conducting its
monitoring review.
Expenditure, Invoice and Draw Deadline
The City is requiring that its ESG-CV funds be fully expended by June 10,
2021. The City is requiring that the final invoice be submitted by July 31,
2021. The City is requiring that request for additional information pertaining to the
invoice or any invoice deficiencies be resolved or cured by August 31, 2021.
The City anticipates making it final reimbursement draw in the Federal system by
no later than September 1, 2021.
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EXHIBIT B
BUDGET SUMMARY
Agreement “Between” CITY OF FRESNO
and COUNTY OF FRESNO
Coronavirus Emergency Solutions Grant
Implementation of Program Services in accordance with the
CITY AND COUNTY JOINT COVID-19 HOMELESSNESS
RESPONSE PLAN as further described in EXHIBIT A,
Scope of Work, to this Agreement
$1,893,159.00
County of Fresno Administration of City of Fresno
COVID-19 Homelessness Program Services
$ 105,175.50
TOTAL NOT TO EXCEED $1,998,334.50
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EXHIBIT C QUARTERLY REPORT
AGREEMENT BETWEEN CITY OF FRESNO AND COUNTY OF FRESNO
Coronavirus Emergency Solutions Grant (ESG-CV)
Note: Below are 2 snapshots of the 2 Excel worksheets making up the ESG Quarterly Report. Contact Erika Lopez at Erika.Lopez@fresno.gov to receive
the Report in Excel. The entire report should be completed and submitted quarterly in Excel to HCDD@fresno.gov with a copy to Erika Lopez.
23
24
25
EXHIBIT D
Agreement Between CITY OF FRESNO
and COUNTY OF FRESNO
Coronavirus Emergency Solutions Grant (ESG-CV)
MINIMUM SCOPE OF INSURANCE
I) Throughout the life of this Agreement, COUNTY shall pay for and maintain in full force
and effect all insurance as required herein with an insurance company(ies) either
admitted by the California Insurance Commissioner to do business in the State of
California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as
may be authorized in writing by CITY’S Risk Manager or designee at any time and in
his/her sole discretion. If the COUNTY is self-insured, the following requirements will
outline the responsibility of the self-insured coverage. The required policies of
insurance as stated herein shall maintain limits of liability of not less than those
amounts stated therein. However, the insurance limits available to CITY and STATE
and each of their officers, officials, employees, agents, and volunteers as additional
insureds, shall be the greater of the minimum limits specified therein or the full limit of
any insurance proceeds to the named insured.
a) If at any time during the life of the Agreement or any extension, COUNTY or any of
its subcontractors fail to maintain any required insurance in full force and effect, all
services and work under this Agreement shall be discontinued immediately, and all
payments due or that become due to COUNTY shall be withheld until notice is
received by CITY that the required insurance has been restored to full force and
effect and that the premiums therefore have been paid for a period satisfactory to
CITY. Any failure to maintain the required insurance shall be sufficient cause for
CITY to terminate this Agreement. No action taken by CITY pursuant to this section
shall in any way relieve COUNTY of its responsibilities under this Agreement. The
phrase “fail to maintain any required insurance” shall include, without limitation,
notification received by CITY that an insurer has commenced proceedings, or has
had proceedings commenced against it, indicating that the insurer is insolvent.
b) The fact that insurance is obtained by COUNTY shall not be deemed to release or
diminish the liability of COUNTY, including, without limitation, liability under the
indemnity provisions of this Agreement. The duty to indemnify CITY and · STATE
shall apply to all claims and liability regardless of whether any insurance policies
are applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by COUNTY. Approval or purchase of any insurance
contracts or policies shall in no way relieve from liability nor limit the liability of
COUNTY, vendors, suppliers, invitees, consultants, medical professionals,
subcontractors, consultants, or anyone employed directly or indirectly by any of
them.
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on an
occurrence form and shall provide coverage for “bodily injury,” “property damage” and
“personal and advertising injury” with coverage for premises and operations (including
26
the use of owned and non-owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under “Minimum Limits of
Insurance.”
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy shall be
written on an occurrence form and shall provide coverage for all owned, hired, and non-
owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the State of California and
Employer’s Liability Insurance.
4. Professional Liability including both (Abuse & Molestation) & (Medical Malpractice)
Insurances that insures against liability arising out of the bodily injury, personal injury,
including mental anguish, and third-party property damage occurring because of the
wrongful or negligent acts attributable to the institution. The Abuse & Molestation
coverage should protect against a wide range of potential claims, including but not
limited to sexual molestation and other sexual misconducts. The Medical Malpractice
coverage should protect against any claims of medical negligence.
MINIMUM LIMITS OF INSURANCE
COUNTY shall procure and maintain for the duration of the contract insurance with limits of
liability not less than those set forth below. However, insurance limits available to CITY
and STATE and each of their officers, officials, employees, agents, and volunteers as
additional insureds, shall be the greater of the minimum limits specified herein or the full
limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY
i) $2,000,000 per occurrence for bodily injury and property damage;
ii) $2,000,000 per occurrence for personal and advertising injury;
iii) $4,000,000 aggregate for products and completed operations; and,
iv) $4,000,000 general aggregate applying separately to the work performed under
the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION Insurance as required by the State of California with,
statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than:
i) $1,000,000 each accident for bodily injury;
ii) $1,000,000 disease each employee; and,
iii) $1,000,000 disease policy limit.
4. CYBER LIABILITY insurance with limits not less than:
i) $1,000,000 per claim/occurrence; and,
ii) $2,000,000 policy aggregate
5. .PROFESSIONAL LIABILITY (Abuse & Molestation and Medical Malpractice):
i) $3,000,000 per claim/occurrence; and
ii) $5,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
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In the event COUNTY purchases an Umbrella or Excess insurance policy(ies) to meet the
“Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no
less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess
insurance policy(ies) shall also apply on a primary and non- contributory basis for the
benefit of the CITY and STATE and each of their officers, officials, employees, agents, and
volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
COUNTY shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and COUNTY shall also be responsible for payment of any self-
insured retentions. Any self-insured retentions must be declared on the Certificate of
Insurance, and approved by, the CITY’S Risk Manager or designee. At the option of the
CITY’s Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such self-insured retentions as respects
CITY and STATE or any of their officers, officials, employees, agents, and
volunteers; or
(ii) COUNTY shall provide a financial guarantee, satisfactory to CITY’S Risk
Manager or designee, guaranteeing payment of losses and related
investigations, claim administration and defense expenses. At no time shall
CITY be responsible for the payment of any deductibles or self-insured
retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that the
coverage shall not be cancelled, non-renewed, reduced in coverage or in limits
except after thirty calendar days’ written notice has been given to CITY, except
ten days for nonpayment of premium. COUNTY is also responsible for providing
written notice to the CITY under the same terms and conditions. Upon issuance
by the insurer, broker, or agent of a notice of cancellation, non- renewal, or
reduction in coverage or in limits, COUNTY shall furnish CITY with a new
certificate and applicable endorsements for such policy (ies) . In the event any
policy is due to expire during the work to be performed for CITY, COUNTY shall
provide a new certificate, and applicable endorsements, evidencing renewal of
such policy not less than fifteen (15) calendar days prior to the expiration date
of the expiring policy.
(ii) The Commercial General and Automobile Liability insurance policies shall be
written on an occurrence form.
(iii) The Commercial General and Automobile Liability insurance policies shall be
endorsed to name CITY and STATE and each of their officers, officials, agents,
employees and volunteers as an additional insured. COUNTY shall establish
additional insured status for the CITY and STATE for all ongoing and completed
operations under the Commercial General Liability policy by use of ISO Forms
or an executed manuscript insurance company endorsements providing
additional insured status. The Commercial General endorsements must be as
broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG
20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain, or be
endorsed to contain, that the COUNTY’S insurance shall be primary to and
require no contribution from the CITY or STATE. The Commercial General
Liability policy is required to include primary and noncontributory coverage in
favor of the CITY and STATE for both the ongoing and completed operations
28
coverage. These coverages shall contain no special limitations on the scope of
protection afforded to CITY and STATE and each of their officers, officials,
employees, agents, and volunteers. If COUNTY maintains higher limits of
liability than the minimums shown above, CITY and STATE requires and shall
be entitled to coverage for the higher limits of liability maintained by COUNTY.
(v) Should any: of these policies provide that the defense costs are paid within the
Limits of Liability, thereby reducing the available limits by defense costs then
the requirement for the Limits of Liability’ of these polices will be twice the
above stated limits.
(vi) For any claims related to this Agreement, COUNTY’s insurance coverage shall
be primary insurance with respect to the CITY and STATE and each of their
officers, officials, agents, employees and volunteers. Any insurance or self-
insurance maintained by the CITY and STATE and each of their officers,
officials, agents, employees, and volunteers shall be excess of the COUNTY’S
insurance and shall not contribute with it.
(vii) The Workers’ Compensation insurance policy shall contain, or be endorsed to
contain, a waiver of subrogation as to CITY and STATE and each of their
officers, officials, agents, employees, and volunteers.
(viii) The Commercial General and Automobile Liability insurance policies shall
contain, or be endorsed to contain, a waiver of subrogation as to CITY and
STATE and each of their officers, officials, agents, employees, and volunteers.
If the Professional Liability (Abuse & Molestation, Medical Malpractice and Cyber)
insurance policy is written on a claims-made form:
1. The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by County.
2. Insurance must be maintained and evidence of insurance must be provided for at least
five years after completion of the Agreement work or termination of the Agreement,
whichever occurs first, or, in the alternative; the policy shall be endorsed to provide not
less than a five year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims- made
policy form with a retroactive date prior to the effective date of the Agreement or the
commencement of work by County, County must purchase “extended reporting”
coverage for a minimum of five years completion of the Agreement work or termination
of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for review.
5. These requirements shall survive expiration or termination of the Agreement.
PROVIDING OF DOCUMENTS – COUNTY shall furnish CITY with all certificate(s) and
applicable endorsements effecting coverage required herein. All certificates and applicable
endorsements are to be received and approved by the CITY’S Risk Manager or designee
prior to CITY’S execution of the Agreement and before work commences. All non-ISO
endorsements amending policy coverage shall be executed by a licensed and authorized
agent or broker. Upon request of CITY, COUNTY shall immediately furnish CITY with a
complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the underwriter to be a true and correct copy of
the original policy. This requirement shall survive expiration or termination of this
Agreement. All subcontractors working under the direction of COUNTY
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Shall also be required to provide all documents noted herein.
SUBCONTRACTORS – If COUNTY subcontracts any or all of the services to be
performed under this Agreement, COUNTY shall require, at the discretion of the CITY Risk
Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the
City to provide, required indemnification and insurance protection for both the CITY and
STATE. Any required Side Agreement(s) and associate insurance documents for the
subcontractors must be reviewed and preapproved by CITY Risk Manager or designee. If
no Side Agreement is required, COUNTY will be solely responsible for ensuring that its
subcontractors maintain insurance coverage at levels no less than those required by
applicable law and is customary in the relevant industry.
#####
EXHIBIT E
AGREEMENT BETWEEN CITY OF FRESNO AND COUNTY OF FRESNO
Coronavirus Emergency Solutions Grant (ESG-CV)
No Conflict of Interest Certification (HUD Programs)
Subrecipient or Applicant acknowledges and understands that, under HUD conflict of interest rules at 24 CFR 92.356
(HOME), 24 CFR 570 .611 (CDBG), 24 CFR 574 .625 (HOPWA), or 24 CFR 576.404 (ESG), and 0MB rules at 2 CFR 112 and
2 CFR 318 (C)(l)], an employee, agent, consultant, officer, or elected or appointed official of the subrecipient,
applicant or City of Fresno who exercises or has exercised any functions or responsibilities with respect to activities
assisted with CDBG, HOME, ESG or HOPWA funds or who is in a position to participate in a decision making process or
gain inside information with regard to these activities (each "Covered Person"), may not obtain a financial interest or
benefit from a CDBG, HOME, ESG or HOPWA-assisted activity, or have an interest in any contract, subcontract or
agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have
family or business ties, during their tenure or for one yearthereafter.
(SELECT ONLY THE CERTIFICATION THAT APPLIES TO THIS AGREEMENT OR AGREEMENT OR APPLICATION. DO NOT SIGN BOTH.)
[ZI Subrecipient or Applicant hereby certifies that no "covered person" in its agency or corporation is currently a
Covered Person and has not been a Covered Person for a period of at least one (1) calendar year prior to the date of
this agreement or application.
ci 12-i 1-zv
Date
OR
D Subrecipient or Applicant hereby certifies that subrecipient/applicant organization includes a Covered Person as
defined above, or because subrecipient/applicant has a family or business relationship with a Covered Person.
Name Signature Date
Please provide a separate certification for each "covered person" and select the type of covered person.
D Employee D Agent D Consultant D Officer D Elected Official D Appointed Official
The Covered Person is :
D Subrecipient/ Applicant "covered person "
D Family member-name: ____________________ (please print clearly)
D Business associate-name : (please print clearly)
A Covered Person does not automatically disqualify an entity from participating in a HUD assisted program. If a
covered person is identified, the Senior Management Analyst or Project Manager will assist you with the additional
steps that must be taken before the organization 's agreement or application can be funded .
A person may become a "covered person " at any time during the implementation process and this will include
beneficiaries receiving assistance provided through this agreement or application who are or have a relationship with
a covered person of the applicant or of City of Fresno . A new certification is required each time a covered person is
identified.
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ATTEST:
BERNICE E . SEIDEL
Clerk of the Board of Supervisors
County f Fresno , late of California
~
By -;::D:-:lect-ty~.1a..,1.........l,.....c:::~~--
For Accounting use only:
Fund: 0065
Subclass: 17240
Org: 1135
Account: 3575