HomeMy WebLinkAboutTurning Point of Central CA - Triage - HEAP - 2019 16?-Y
AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT is made and entered into effective July 1, 2019, by and
between the CITY OF FRESNO, a California municipal corporation (the City), and
TURNING POINT OF CENTRAL CALIFORNIA, INC., a California Corporation (the
Consultant).
RECITALS
WHEREAS, the City desires to obtain professional TRIAGE CENTER SERVICES
for the HOMELESS EMERGENCY AID PROGRAM (HEAP), and
WHEREAS, the Consultant is engaged in the business of furnishing services as a
TRIAGE CENTER and hereby represents that it desires to and is professionally and
legally capable of performing the services called for by this Agreement; and
WHEREAS, the Consultant acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19;
and
WHEREAS, this Agreement will be administered for the City by its Office of the
Mayor/City Manager (the Administrator) or its designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and premises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. Scope of Services. The Consultant shall perform to the satisfaction of the
City the services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be
effective from the date first set forth above (the Effective Date) and shall continue in full
force and effect through JUNE 30, 2021, subject to any earlier termination in accordance
with this Agreement. The services of the Consultant as described in Exhibit A are to
commence upon the Effective Date and shall be completed in a sequence assuring
expeditious completion, but in any event, all such services shall be completed prior to
expiration of this Agreement and in accordance with any performance schedule set forth
in Exhibit A.
3. Compensation.
(a) The Consultant's sole compensation for satisfactory performance of
all services required or rendered pursuant to this Agreement shall be a total fee of
$1,480.000. Such fee includes all expenses incurred by the Consultant in performance
of the services.
ALL-B 3 0(09 00 2016)
(b) Detailed statements shall be rendered monthly for services
performed in the preceding month and will be payable in the normal course of the City's
business.
(c) The parties may modify this Agreement to increase or decrease the
scope of services or provide for the rendition of services not required by this Agreement,
which modification shall include an adjustment to the Consultant's compensation. Any
change in the scope of services must be made by written amendment to the Agreement
signed by an authorized representative for each party. The Consultant shall not be
entitled to any additional compensation if services are performed prior to a signed written
amendment.
4. Termination, Remedies and Force Maleure.
(a) This Agreement shall terminate without any liability of the City to the
Consultant upon the earlier of: (i) the Consultant's filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third
party against the Consultant; (ii) seven calendar days prior written notice with or without
cause by the City to the Consultant; (iii) the 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 Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement,
The Consultant shall (i) immediately stop all work hereunder; (ii) immediately cause any
and all of its subcontractors to cease work; and (iii) return to the City any and all unearned
payments and all properties and materials in the possession of the Consultant that are
owned by the City. Subject to the terms of this Agreement, the Consultant shall be paid
compensation for services satisfactorily performed prior to the effective date of
termination. The Consultant shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of the Consultant to
satisfactorily perform in accordance with the terms of this Agreement, the City may
withhold an amount that would otherwise be payable as an offset to, but not in excess of,
the City's damages caused by such failure. In no event shall any payment by the City
pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement
which may then exist on the part of the Consultant, nor shall such payment impair or
prejudice any remedy available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the Consultant, the City may
(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 the City improperly terminated this
Agreement for default, such termination shall be deemed a termination for convenience.
(e) The Consultant shall provide the City with adequate written
assurances of future performance, upon the Administrator's request, in the event the
Consultant fails to comply with any terms or conditions of this Agreement.
ALL-B 3.0(09 00 2016)
-2-
(f) The Consultant shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of the Consultant and without its
fault or negligence such as, acts of God or the public enemy, acts of the City in its
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe weather, and delays of common carriers. The Consultant shall notify the
Administrator in writing as soon as it is reasonably possible after the commencement of
any excusable delay, setting forth the full particulars in connection therewith, and shall
remedy such occurrence with all reasonable dispatch, and shall promptly give written
notice to the Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by the
Consultant pursuant to this Agreement shall not be made available to any individual or
organization by the Consultant without the prior written approval of the Administrator.
During the term of this Agreement, and thereafter, the Consultant shall not, without the
prior written consent of the City, disclose to anyone any Confidential Information. The
term "Confidential Information" for the purposes of this Agreement shall include all
proprietary and confidential information of the City, including but not limited to business
plans, marketing plans, financial information, materials, compilations, documents,
instruments, models, source or object codes, and other information disclosed or
submitted, orally, in writing, or by any other medium or media. All Confidential Information
shall be and remain confidential and proprietary in the City.
(b) Any and all writings and documents prepared or provided by the
Consultant pursuant to this Agreement are the property of the City at the time of
preparation and shall be turned over to the City upon expiration or termination of the
Agreement. The Consultant shall not permit the reproduction or use thereof by any other
person except as otherwise expressly provided herein.
(c) If the Consultant should subcontract all or any portion of the services
to be performed under this Agreement, the Consultant shall cause each subcontractor to
also comply with the requirements of this Section 5.
(d) This Section 5 shall survive expiration or termination of this
Agreement.
6. Professional Skill. It is further mutually understood and agreed by and
between the parties hereto that inasmuch as the Consultant represents to the City that
the Consultant and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said profession necessary to perform the
services agreed to be done by it under this Agreement, the City relies upon the skill of the
Consultant and any subcontractors to do and perform such services in a skillful manner
and the Consultant agrees to thus perform the services and require the same of any
subcontractors. Therefore, any acceptance of such services by the City shall not operate
as a release of the Consultant or any subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law, the Consultant shall
indemnify, hold harmless, and defend the City and each of its officers, officials,
employees, agents, and volunteers from any and all loss, liability, fines, penalties,
ALL-B 3 0(09 00 2016)
-3-
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), and from any and all
claims, demands, and actions in law or equity (including reasonable attorney's fees and
litigation expenses) that arise out of, pertain to, or relate to the negligence, recklessness,
or willful misconduct of the Consultant, its principals, officers, employees, agents, or
volunteers in the performance of this Agreement.
If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall require each subcontractor to
indemnify, hold harmless, and defend the City and each of its officers, officials,
employees, agents, and volunteers in accordance with the terms of the preceding
paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, the Consultant shall pay for
and maintain in full force and effect all insurance as required in Exhibit B, which is
incorporated into and part of this Agreement, with an insurance company(ies) either
(i) admitted by the California Insurance Commissioner to do business in the State of
California and rated no less than "A-Vll" in Best's Insurance Rating Guide, or (ii) as may
be authorized in writing by the City's Risk Manager or designee at any time and in his/her
sole discretion. The required policies of insurance as stated in Exhibit B shall maintain
limits of liability of not less than those amounts stated therein. However, the insurance
limits available to the City, its 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.
(b) If at any time during the life of the Agreement or any extension, the
Consultant or any of its subcontractors/sub-consultants 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 the Consultant
shall be withheld until notice is received by the 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 the City. Any failure to maintain the required insurance shall be
sufficient cause for the City to terminate this Agreement. No action taken by the City
pursuant to this section shall in any way relieve the Consultant of its responsibilities under
this Agreement. The phrase "fail to maintain any required insurance" shall include,
without limitation, notification received by the City that an insurer has commenced
proceedings, or has had proceedings commenced against it, indicating that the insurer is
insolvent.
(c) The fact that insurance is obtained by the Consultant shall not be
deemed to release or diminish the liability of the Consultant, including, without limitation,
liability under the indemnity provisions of this Agreement. The duty to indemnify the City
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 the Consultant. Approval or purchase of any insurance contracts or
policies shall in no way relieve from liability nor limit the liability of the Consultant, its
ALL-B 10(09 00 2016)
-4-
principals, officers, agents, employees, persons under the supervision of the Consultant,
vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone
employed directly or indirectly by any of them.
(d) If the Consultant should subcontract all or any portion of the services
to be performed under this Agreement, the Consultant shall require each
subcontractor/sub-consultant to provide insurance protection, as an additional insured, to
the City and each of its officers, officials, employees, agents, and volunteers in
accordance with the terms of this section, except that any required certificates and
applicable endorsements shall be on file with the Consultant and the City prior to the
commencement of any services by the subcontractor. The Consultant and any
subcontractor/sub-consultant shall establish additional insured status for the City, its
officers, officials, employees, agents, and volunteers by using Insurance Service Office
(ISO) Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an
executed manuscript company endorsement providing additional insured status as broad
as that contained in ISO Form CG 20 10 11 85.
9. Conflict of Interest and Non-Solicitation.
(a) Prior to the City's execution of this Agreement, the Consultant shall
complete a City of Fresno conflict of interest disclosure statement in the form as set forth
in Exhibit C. During the term of this Agreement, the Consultant shall have the obligation
and duty to immediately notify the City in writing of any change to the information provided
by the Consultant in such statement.
(b) The Consultant shall comply, and require its subcontractors to
comply, with all applicable (i) professional canons and requirements governing avoidance
of impermissible client conflicts; and (ii) 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 the City, the Consultant shall provide a written opinion
of its legal counsel and that of any subcontractor that, after a due diligent inquiry, the
Consultant and the respective subcontractor(s) are in full compliance with all laws and
regulations. The Consultant 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, the Consultant shall immediately notify the
City of these facts in writing.
(c) In performing the work or services to be provided hereunder, the
Consultant shall not employ or retain the services of any person while such person either
is employed by the City or is a member of any City council, commission, board,
committee, or similar City body. This requirement may be waived in writing by the City
Manager, if no actual or potential conflict is involved.
(d) The Consultant 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.
ALL-B 3.0(09 00 2016)
-5-
(e) Neither the Consultant, nor any of the Consultant's subcontractors
performing any services on this Project, shall bid for, assist anyone in the preparation of
a bid for, or perform any services pursuant to, any other contract in connection with this
Project unless fully disclosed to and approved by the City Manager, in advance and in
writing. The Consultant and any of its subcontractors shall have no interest, direct or
indirect, in any other contract with a third party in connection with this Project unless such
interest is in accordance with all applicable law and fully disclosed to and approved by
the City Manager, in advance and in writing. Notwithstanding any approval given by the
City Manager under this provision, the Consultant shall remain responsible for complying
with Section 9(b), above.
(f) If the Consultant should subcontract all or any portion of the work to
be performed or services to be provided under this Agreement, the Consultant shall
include the provisions of this Section 9 in each subcontract and require its subcontractors
to comply therewith.
(g) This Section 9 shall survive expiration or termination of this
Agreement.
10. Recycling Program. In the event the Consultant maintains an office or
operates a facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, the Consultant at its sole cost and expense shall:
(i) Immediately establish and maintain a viable and ongoing recycling
program, approved by the City's Solid Waste Management Division, for
each office and facility. Literature describing the City recycling programs is
available from the City's Solid Waste Management Division and by calling
the City of Fresno Recycling Hotline at (559) 621-1111.
(ii) Immediately contact the City's Solid Waste Management Division at
(559) 621-1452 and schedule a free waste audit, and cooperate with such
Division in their conduct of the audit for each office and facility.
(iii) Cooperate with and demonstrate to the satisfaction of the City's Solid Waste
Management Division, the establishment of the recycling program in
paragraph (i) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required
of the City within the body of this Agreement, and not otherwise specifically provided for,
shall be effective only if signed by the Administrator or designee.
(b) Records of the Consultant's expenses pertaining to the Project shall
be kept on a generally recognized accounting basis and shall be available to the City or
its authorized representatives upon request during regular business hours throughout the
life of this Agreement and for a period of three years after final payment or, if longer, for
any period required by law. In addition, all books, documents, papers, and records of the
Consultant pertaining to the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If any litigation,
claim, negotiations, audit, or other action is commenced before the expiration of said time
period, all records shall be retained and made available to the City until such action is
ALL-B 3,0(09 00 2016)
-6-
resolved, or until the end of said time period whichever shall later occur. If the Consultant
should subcontract all or any portion of the services to be performed under this
Agreement, the Consultant shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 11(b) shall survive expiration or termination
of this Agreement.
(c) Prior to execution of this Agreement by the City, the Consultant shall
have provided evidence to the City that the Consultant is licensed to perform the services
called for by this Agreement (or that no license is required). If the Consultant should
subcontract all or any portion of the work or services to be performed under this
Agreement, the Consultant shall require each subcontractor to provide evidence to the
City that subcontractor is licensed to perform the services called for by this Agreement
(or that no license is required) before beginning work.
12. Nondiscrimination. To the extent required by controlling federal, state, and
local law, the Consultant 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, the Consultant agrees as,follows:
(a) the Consultant 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) The Consultant 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. The
Consultant 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 the Consultant'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. The Consultant agrees to post in
conspicuous places, available to employees and applicants for employment, notices
setting forth the provision of this nondiscrimination clause.
(c) The Consultant will, in all solicitations or advertisements for
employees placed by or on behalf of the Consultant in pursuit hereof, state that all
qualified applicants will receive consideration for employment without regard to race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
ALL-B 3,0(09 00 2016)
-7-
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran, or veteran of the Vietnam era.
(d) The Consultant 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 the
Consultant's commitment under this section and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
(e) If the Consultant should subcontract all or any portion of the services
to be performed under this Agreement, the Consultant shall cause each subcontractor to
also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, the Consultant
is acting solely as an independent contractor. Neither the Consultant, nor any of its
officers, agents, or employees shall be deemed an officer, agent, employee, joint
venturer, partner, or associate of the City for any purpose. The City shall have no right
to control or supervise or direct the manner or method by which the Consultant shall
perform its work and functions. However, the City shall retain the right to administer this
Agreement so as to verify that the Consultant is performing its obligations in accordance
with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture
between the Consultant and the City. The Consultant shall have no authority to bind the
City absent the City's express written consent. Except to the extent otherwise provided
in this Agreement, the Consultant shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, the Consultant
and its officers, agents, and employees shall have absolutely no right to employment
rights and benefits available to City employees. The Consultant shall be solely liable and
responsible for all payroll and tax withholding and for providing to, or on behalf of, its
employees all employee benefits including, without limitation, health, welfare, and
retirement benefits. In addition, together with its other obligations under this Agreement,
the Consultant shall be solely responsible, indemnify, defend and save the City harmless
from all matters relating to employment and tax withholding for and payment of the
Consultant's employees, including, without limitation, (i) compliance with Social Security
and unemployment insurance withholding, payment of workers' compensation benefits,
and all other laws and regulations governing matters of employee withholding, taxes and
payment; and (ii) any claim of right or interest in the City's employment benefits,
entitlements, programs and/or funds offered employees of the City whether arising by
reason of any common law, de facto, leased, or co-employee rights or other theory. It is
acknowledged that during the term of this Agreement, the Consultant may be providing
services to others unrelated to the City or to this Agreement.
14. 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
ALL-B 3.0(09 00 2016)
-8-
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.
15. Binding. Subject to Section 16, below, 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.
16. Assignment.
(a) This Agreement is personal to the Consultant and there shall be no
assignment by the Consultant of its rights or obligations under this Agreement without the
prior written approval of the City Manager or designee. Any attempted assignment by the
Consultant, its successors or assigns, shall be null and void unless approved in writing
by the City Manager or designee.
(b) The Consultant hereby agrees not to assign the payment of any
monies due the Consultant from the City under the terms of this Agreement to any other
individual(s), corporation(s), or entity(ies). The City retains the right to pay any and all
monies due the Consultant directly to the Consultant.
17. Compliance With Law. In providing the services required under this
Agreement, the Consultant shall at all times comply with all applicable laws of the United
States, including but not limited to, the Americans with Disabilities Act (42 U.S.C. § 12101
et seq.), the State of California and the 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 term of this
Agreement.
18. 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.
19. Governinq_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.
20. 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.
21. 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.
ALL-B 3 0(09 00 2016)
-9-
22. 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 either party, but rather by construing
the terms in accordance with their generally accepted meaning.
23. 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.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by
the reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. 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, shall be null
and void.
26. 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.
27. No 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. Notwithstanding anything stated to the contrary in this
Agreement, it is not intended that any rights or interests in this Agreement benefit or flow
to the interest of any third parties.
28. Extent of A reernent. 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. This Agreement may be modified only by written instrument duly authorized and
executed by both the City and the Consultant.
[SIGNATURES FOLLOW ON NEXT PAGE]
ALL-B 3.0(09 00 2016)
-10-
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
CITY OF FRESNO, TURNING POINT OF CENTRAL
A California municipal corporation CALIFORNIA, INC.,
A California corporation
By: By,
[ am � �>ilma Own- Eb�'wLl
[ itle G.4 VY1QnA9'd� Name: Raymond R. Banks
ATTEST: Title: Chief Executive Officer
(If corporation or LLC, Board Chair, Pres.
YVONNE SPENCE, CRM MMC or Vice Pres-)
City Clerk
_ By-
By:
Name: Wendy K. Hewes
Title: Director of Finance
APPROVED AS TO FORM: (If corporation or LLC, CFO, Treasurer,
DOUGLAS T. SWAN Secretary or Assistant Secretary)
City rn y
ss REVIEWED BY.
By: t0 �C f
Prandon M.ACollet bate
Senior Deputy City Attorney
Addresses:
CITY: CONSULTANT:
City of Fresno TURNING POINT OF CENTRAL
Attention- [Name] ()jjnq Q W.6*td ar CALIFORNIA, INC.
[Title] Cj-�y "r"I yr Attention: Raymond R. Banks
[Street Address] atppq Fy?61)6 -6�• Chief Executive Officer
Fresno, CA [Zip] 0137at 615 S. Atwood St.
Phone: (559) [#] uaj-r7q6v Visalia, CA 93277
FAX: (559) [#] (pal _q41" Phone: (559) 732-8086
FAX: (844) 364-4599
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
ALL-B 3.0(09 00 2016)
-11-
EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (the City)
And TURNING POINT OF CENTRAL CALIFORNIA, INC. (the Consultant) for
TRIAGE CENTER SERVICES for the HOMELESS EMERGENCY AID PROGRAM
(HEAP)
Coordination of Services
Golden State Triage Center (GSTC) will provide low-barrier access to emergency
shelter coupled with intensive housing-focused services to set households on the path
to attaining permanent housing. Services shall be offered in coordination with other
complementary services as part of the path from homelessness to permanent housing
stability. Individuals selected for these services are to be prioritized through the FMCoC
Coordinated Entry System (CES) in consultation with participating Coordinated Entry
System (CES) agencies.
Target Population
Adults experiencing homelessness, or at risk of homelessness, in the City of Fresno
regardless of sexual orientation, marital status, or gender identification.
Data Collection
The program will be a CES Assessment Site, creating an opportunity for each person
accessing shelter to be entered into CES through the administration of the Vulnerability
Index-Service Prioritization Decision Assistance Tool (VI-SPDAT).
Triage Center
GSTC will provide 24-hour emergency shelter services to adults experiencing
homelessness, as well as their partners and pets, with low-barrier access to shared
accommodations with on-site, housing-focused services including diversion, housing
placement, connection to community resources, and stabilization of health issues.
Low-Barrier Housing
The program will be low barrier with 24-hour access and no requirements regarding
income, sobriety, or compliance with mental health treatment. Shelter services will be
provided regardless of sexual orientation, marital status, or gender identification. Every
effort will be made to ensure no one is turned away unless all beds are full or the guest
is exhibiting behaviors that will endanger themselves or others.
Facility Requirements
The program will be located in a building, formerly served as a motel with two to four
beds in each room, allowing the program to accommodate households with varying
service and privacy needs. The facility will be located at 3547 S. Golden State Blvd.,
Fresno, CA 93725. The bus line runs along Golden State with the nearest stop
approximately one block from the location, making access to public transportation easy
for program guests. The building complies with all shelter and housing habitability
ALL-B 3 0(09 00 2016)
- 13 -
standards as identified in 24 CFR 576.403. A "Good Neighbor" policy to be utilized
securing and maintaining the perimeter of the facility, keeping clear of any nuisances
and code violations.
Pro ram Services and Design
GSTC will utilize a housing first approach to emergency shelter and providing services
to guests. 37 shelter beds will serve adults and their partners experiencing
homelessness. Each program guest will be allowed one dog on site with efforts made
to find foster care for any other dogs that might belong to participants.
All guests will receive the program safety guidelines upon entry and a staff member will
go over all policies with them and answer any questions. All reasonable efforts will be
made to ensure the safety and security of other guests and staff when admitting guests
that are intoxicated or exhibiting symptoms of serious mental illness. Use of harm
reduction strategies, configured shelter space to accommodate households with
different service needs, and provide staff training on serving people using substances
and/or with mental illness. People exhibiting behaviors that pose a serious danger to
themselves or others may not be admitted.
Shelter will be provided regardless of sexual orientation, marital status, or gender
identification. The program will be low barrier with no requirements with regard to
income, sobriety, or compliance with mental health treatment, and minimal rules in
place, with the majority of the rules pertaining to safety and security of guests. Guests
may be absent for a maximum of seventy-two (72) hours without contact and still retain
their spot.
Guests will be registered and agree to services provided. Staff will prescreen guests for
potential Diversion services and if deemed eligible, refer immediately to a Diversion
program staff. Self-referrals will be accepted, FMCoC CES referrals and where
appropriate, Law Enforcement referrals. Clients referred to GSTC by FMCoC CES will
be accepted if vacancies are available.
GSTC will meet all of the minimum requirements for a Coordinated Entry assessment
site, including:
1. Having use access to HMIS;
2. Having at least one (1) staff trained authorized to both use HMIS and conduct the
VI-SPDAT assessment;
3. Adhering to CES policies and procedures for conducting assessments and
communicating about coordinated entry; and
4. Providing referrals to other community services and resources, as appropriate,
upon completion of the standardized assessment.
GSTC will be staffed 24 hours a day, 7 days a week and will maintain a minimum
staffing ratio of 1 staff to 20 guests for daytime hours.
GSTC will provide the following services
ALL-B 3.0(09 00 2016)
- 14 -
1. Emergency Shelter: GSTC will operate 37 emergency shelter beds at a single
location for adults experiencing homelessness in City of Fresno. Basic shelter
services provided with include meals. The maximum length of stay will be 90
days, subject to exceptions for documented situations.
2. Case Management: GSTC will provide intensive case management services that
focus on helping participants develop a housing plan and overcome barriers to
attaining permanent housing. Participants that have been connected to a
permanent housing intervention will be referred to a Bridge Housing program to
prepare to enter permanent housing.
3. Housing Search and Placement: GSTC will provide services and activities
necessary to assist program participants in locating, obtaining, and retaining safe
permanent housing.
4. Diversion Pre-Screening: GSTC will assess all people who present for homeless
services at GSTC for potential Diversion services.
5. Stabilizing Health Intervention: GSTC will provide services for stabilization of
client health issues, including substance use and mental health disorders.
Staffing
All staff will be trained in Mental Health First Aid, as well as Pro-Act, so that they are
equipped to maintain safety of staff and program guests when working with and
admitting persons who are intoxicated or exhibiting symptoms of serious mental illness,
while maintaining the safety and dignity of intoxicated or symptomatic guests.
Additionally, staff will be trained in harm reduction strategies, NARCAN (Naloxone)
administration to aid in the event a participant is suffering from an opioid overdose, and
the procedure for connecting participants to the needle exchange service in Fresno.
Turning Point staffing of GSTC as follows:
1.00 FTE Program Director/Coordinator
1.00 FTE Case Worker
6.30 FTE Monitors
1.30 FTE Cooks
Personnel Detail
• 1 FTE Coordinator will spend 100% of their time dedicated to GSTC. The
Program Coordinator will oversee the general operations of the program,
represent the program at CES and roundtable meetings, supervise staff
employed by GSTC, prepare reports, and ensure all services provided to guests
are of high quality and based on individual need.
• 1 FTE Case Manager will spend 100% of their time dedicated to GSTC. The
Case Manager will provide comprehensive and individualized case management
services to program guests, assist with ensuring all needs of the guests through
medication activities, link guests to services in the community with a warm
handoff to services that are not delivered onsite, provide transportation, and
document all case management activities in well-kept and organized guest files.
• 1 .3 FTE Cooks (one full time, one part time) will spend 100% of their time
dedicated to GSTC. The Cooks will grocery shop, prepare meals, develop
ALL-B 3 0(09 00 2016)
- 15 -
menus based on a balanced and healthy diet, keep inventory of supplies, and
keep the snack pantry fully stocked.
• 6.3 FTE (10 part time) Monitors will spend 100% of their time dedicated to GSTC.
Monitors will oversee general operations during their shift, provide guests with
basic needs (hygiene supplies, meals, clothing, bedding, assistance with
laundry), provide crisis de-escalation, respond to emergency situations, and
conduct intakes. There will be two Monitors on shift at all times with some
exceptions during overnight shifts.
GSTC will be staffed 24-hours a day and guests will not be required to leave the facility
for any portion of the day.
Referral and Assessment
Referrals will come from self-referrals, the Coordinated Entry System (CES), or law
enforcement, with priority given to CES referrals. In the event the number of referrals
exceeds the number of available beds, every effort will be made to transport those that
cannot be accommodated to another funded triage center or emergency shelter in the
community. If there are no other triage center or emergency shelter beds available,
referrals will be prioritized similarly to the criteria used by CES. If available, VI-SPDAT
score, length of homelessness and any medical condition or equipment requiring
immediate access to shelter will all be considered to determine how to prioritize referrals
if there are not enough available beds. Anyone who cannot be accommodated will be
encouraged to follow up the following day so that it can be determined if GSTC or
another community program can provide shelter.
GSTC will assess each referral for eligibility upon arrival. The following criteria will be
used to determine eligibility for client entry:
■ All guests must meet the HUD definition of literal homelessness by most recently
residing in a place not meant for human habitation.
All guests will receive a pre-screening for diversion services to determine if
diversion is a more appropriate intervention. Anyone deemed eligible for
diversion services will be immediately referred to the funded Diversion Services
provider.
■ Anyone exhibiting behavior that threatens the safety of themselves or others will
not be admitted. In the event that someone is in need of an ambulance or
assessment for medical or mental health emergency intervention, GSTC staff will
call emergency services on their behalf.
• Upon determination of program eligibility, all guests will be registered and will
sign a participation agreement that outlines the program policies and their
agreement to the services provided by GSTC.
■ Each guest will be allowed one pet, which will be either housed in a kennel on
the property or with them in their room, depending on guest composition at the
time. There will be adequate space to accommodate pets either outside or within
the facility.
Performance Measurements
ALL-B 3 0(09 00 2016)
- 16 -
Triage Center Budget
24-Month Contract Period: 711/2019 - 6/30/2021
Budget Category Budget Item# Total
Personnel
Salaries 100 533,750.00
Payroll Taxes 150 127,690.00
Benefits 200 $ 30,890,00
Subtotal $ 692,330.00
Services & Supplies
Client Meals 250 $ 188,380.00
Client Personal Supplies 300 $ 12,260.00
Shelter Furniture 350 $ 35,300.00
Insurance 400 $ 16,440,00
Communication 450 $ 18,000.00
Office Expenses 500 $ 12,320.00
Equipment 550 $ 11,000.00
Travel Costs 600 $ 5„800,00
Program Supplies 650 $ 59,000.00
Fiscal & Audits 700 $ 8,200W
Training 750 $ 2,800.00
Subtotal $ 369,500,00
Facility Costs
Rent 800 $ 68;624.00
Utilities 850 $ 147,000,00
Maintenance 900 $ 48,000.00
Security 960
Landscaping 1000
Minor Facility Improvements 1050
Subtotal $ 283,624.00
Indirect Costs (10% Maximum)
Indirect Costs 1100 $ 134,546.00
Subtotal $ 134,546,00
Total $ 1,480,000.00
Budget Detail (12 Month)
ALL-B 3 0(09 00 2016)
- 17 -
City of Fresno Triage Budget
PROJECTED ANNUALLY
FTE GL CODE WAGES:
0.50 5610 PROGRAM COORDINATOR $27,365
1.00 5136 CASEWORKER $38,217
1.30 5220 COOK $35,395
6.30 5762 MONITOR(9 @.70FTE and l @.40FTE) V8[ 415
WAGES SUB TOTAL $282,392
GL CODE BENEFITS:
10-5910 F.I.C.A. $23,398
10-5920 S.U.I. $2,852
10-5930 WORKERS COMP INSURANCE $36,195
10-5940 RETIREMENT $4,558
10-5990 Other Benefits(ACI) $91
10-5950 HEALTH INSURANCE $12,000
10-5960 DENTAL INSURANCE $942
10-5990 ACCRUED PD LEAVE $7,128
BENEFITS SUB TOTAL $87,165
# OPERATING EXPENSES: PROJECTED ANNUALLY
6020 VEHICLE LEASE $4,800
6030 VEHICLE INSURANCE $1,500
6040 VEHICLE FUEL $1,200
6050 VEHICLE MAINTENANCE $240
6060 STAFF MILEAGE $720
6110 OFFICE SUPPLIES $4,200
6115 SOFTWARE&COMPUTER SUPPORT $260
6120 PROGRAM SUPPLIES $1,200
6122 PROGRAM SUPPLIES-MEDICAL $660
6130 HOUSE SUPPLIES $24,000
6150 FOOD (MULTI-PROGRAM) $81,030
6190 EXPENDABLE EQUIPMENT $4,900
6220 FURN &EQUIP RENT/LEASE(OTHR) $2,830
6230 EQUIPMENT MAINTENANCE $4,000
6240 EXPENDABLE FURNITURE $24,500
6320 BUILDING RENT(OTHER) $41,400
6330 BUILDING MAINTENANCE $12,000
6340 COMMUNICATIONS $8,700
6350 UTILITIES $65,000
6370 INSURANCE $6,720
6400 POSTAGE $240
6420 PHOTOCOPY (OTHER) $500
ALL-B 3 0(09 00 2016)
- 18 -
6440 STAFF EDUCATIONAL EXPENSE $1,000
6460 AUDIT EXPENSE $2,200
6470 RECRUITMENT $1,920
6500 INTEREST EXPENSE
7010 CLIENT ACTIVITIES/RECREATION $1,200
7015 CLIENT TRANSPORTATION $250
7020 CLIENT PERSONAL NEEDS $1,200
7021 CLIENT CLOTHING & HYGIENE $2,880
7030 CLIENT MEDICAL EXPENSE $600
8050 DEPRECIATION EXPENSE $1,320
Total Operating Expense $303,170
City of Fresno Triage Budget
PROJECTED ANNUALLY
PROGRAM DIRECT EXPENSES $672,727
Admin Expense 10% $67,273
TOTAL OPERATING COSTS $740,000
Revenue $740,000.00
ALL-B 3.0(09 00 2016)
- 19 -
EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (the City)
And TURNING POINT OF CENTRAL CALIFORNIA, INC. (the Consultant) for
TRIAGE CENTER SERVICES for the HOMELESS EMERGENCY AID PROGRAM
(HEAP)
MINIMUM SCOPE OF INSURANCE
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 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). If personal automobile coverage is used, the
CITY, its officers, officials, employees, agents, and volunteers are to be
listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California
and Employer's Liability Insurance.
4. Social Services Liability or a Professional Liability (Abuse & Molestation)
that insures against liability arising out of the bodily injury, personal injury,
and third-party property damage occurring because of the wrongful or
negligent acts attributable to the institution. This coverage should protect
against a wide range of potential claims, including but not limited to
athletics, alcohol, assault, verbal and/or physical abuse, campus crime,
sexual molestation, and other sexual misconducts.
ALL-B 3 0(09 00 2016)
- 20 -
MINIMUM LIMITS OF INSURANCE
PROFESSIONAL SERVICES, or any party the PROFESSIONAL SERVICES
subcontracts with, shall maintain limits of liability of not less than those set forth below.
However, insurance limits available to CITY, its 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) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 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.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. Professional Liability [Abuse & Molestation]:
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event PROFESSIONAL SERVICES 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, its officers, officials, employees, agents,
and volunteers.
ALL-B 3.0(09 00 2016)
- 21 -
DEDUCTIBLES AND SELF-INSURED RETENTIONS
PROFESSIONAL SERVICES shall be responsible for payment of any deductibles
contained in any insurance policy(ies) required herein and PROFESSIONAL SERVICES
shall also be responsible for payment of any self-insured retentions. Any deductibles or
self-insured retentions must be declared to 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 deductibles or self-insured
retentions as respects CITY, its officers, officials, employees, agents,
and volunteers; or
(ii) PROFESSIONAL SERVICES 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
The General Liability and Automobile Liabilit insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. CITY, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds. PROFESSIONAL SERVICES shall
establish additional insured status for the City and for all ongoing and
completed operations by use of ISO Form CG 20 10 11 85 or both CG 20
10 10 01 and CG 20 37 10 01 or by an executed manuscript insurance
company endorsement providing additional insured status as broad as that
contained in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection
afforded to CITY, its officers, officials, employees, agents, and volunteers.
Any available insurance proceeds in excess of the specified minimum limits
and coverage shall be available to the Additional Insured.
3. For any claims relating to this Agreement, PROFESSIONAL SERVICES'
insurance coverage shall be primary insurance with respect to the CITY, its
officers, officials, employees, agents, and volunteers. Any insurance or self-
insurance maintained by the CITY, its officers, officials, employees, agents,
and volunteers shall be excess of PROFESSIONAL SERVICES' insurance
and shall not contribute with it. PROFESSIONAL SERVICES shall establish
primary and non-contributory status by using ISO Form CG 20 01 04 13 or
by an executed manuscript insurance company endorsement that provides
ALL-B 3.0(09 00 2016)
- 22 -
primary and non-contributory status as broad as that contained in ISO Form
CG 20 01 04 13.
4. 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.
The Workers'Compensation insurance polic is to contain, or be endorsed to contain, the
following provision: PROFESSIONAL SERVICES and its insurer shall waive any right of
subrogation against CITY, its officers, officials, employees, agents, and volunteers.
If the Professional Liability (Abuse & Molestation) 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 PROFESSIONAL
SERVICES.
2. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) 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 (5) 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 PROFESSIONAL
SERVICES, PROFESSIONAL SERVICES must purchase "extended
reporting" coverage for a minimum of five (5) 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.
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
(30) calendar days written notice by certified mail, return receipt requested, has been
given to CITY. PROFESSIONAL SERVICES 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, PROFESSIONAL SERVICES shall furnish CITY with a new certificate and
applicable endorsements for such policy(ies). In the event any policy is due to expire
ALL-B 3 0(09 00 2016)
- 23 -
during the work to be performed for CITY, PROFESSIONAL SERVICES 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.
Should any of the required policies provide that the defense costs are paid within the
Limits of Liability, thereby reducing the available limits by any defense costs, then the
requirement for the Limits of Liability of these polices will be twice the above stated limits.
The fact that insurance is obtained by PROFESSIONAL SERVICES shall not be deemed
to release or diminish the liability of PROFESSIONAL SERVICES, including, without
limitation, liability under the indemnity provisions of this Agreement. The policy limits do
not act as a limitation upon the amount of indemnification to be provided by
PROFESSIONAL SERVICES. Approval or purchase of any insurance contracts or
policies shall in no way relieve from liability nor limit the liability of PROFESSIONAL
SERVICES, its principals, officers, agents, employees, persons under the supervision of
PROFESSIONAL SERVICES, vendors, suppliers, invitees, consultants, sub-consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
VERIFICATION OF COVERAGE
PROFESSIONAL SERVICES shall furnish CITY with all certificate(s) and applicable
endorsements effecting coverage required hereunder. 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, PROFESSIONAL SERVICES 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.
SUBCONTRACTORS - -If PROFESSIONAL SERVICES subcontracts any or all of the
services to be performed under this Agreement, PROFESSIONAL SERVICES 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. Any required Side Agreement(s) and associated insurance
documents for the subcontractor must be reviewed and preapproved by CITY Risk
Manager or designee. If no Side Agreement is required, PROFESSIONAL SERVICES
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.
To the furthest extent allowed by law, PROFESSIONAL SERVICE shall indemnify, hold
harmless and defend CITY 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
ALL-B 3 0(09 00 2016)
- 24 -
at any time and property damage) incurred by CITY, PROFESSIONAL SERVICE 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 out of performance of this Agreement. PROFESSIONAL SERVICE'S
obligations under the preceding sentence shall apply regardless of whether CITY or any
of its officers, officials, employees, agents, or volunteers are negligent, but shall not apply
to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the
gross negligence, or caused by the willful misconduct, of CITY or any of its officers,
officials, employees, agents, or volunteers.
If PROFESSIONAL SERVICE should subcontract all or any portion of the work to be
performed under this Agreement, PROFESSIONAL SERVICE shall require each
subcontractor to indemnify, hold harmless and defend CITY and each of its officers,
officials, employees, agents, and volunteers in accordance with the terms of the
preceding paragraph.
This section shall survive termination or expiration of this Agreement.
ALL-B 3 0(09 00 2016)
- 25 -
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
TRIAGE CENTER SERVICES for the HOMELESS EMERGENCY AID PROGRAM
(HEAP)
YES' NO
1 Are you currently in litigation with the City of Fresno or any of ❑
its agents?
2 Do you represent any firm, organization or person who is in ❑
litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients who ❑
do business with the City of Fresno?
4 Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with ❑
the City of Fresno, or in a business which is in litigation with
the City of Fresno?
5 Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee ❑
who has any significant role in the subject matter of this
service?
6 Do you or any of your subcontractors have, or expect to have,
any interest, direct or indirect, in any other contract in ❑
connection with this Project?
* If the answer to any question is yes, please explain in full below.
Explanation: '
Signatur
G �oh"
Date
Raymond R. Banks
(name)
Turning Point of Central California, Inc.
(company)
P.O. Box 7447
(address)
Ci Additional page(s) attached. Visalia, CA 93290-7447
(city state zip)