HomeMy WebLinkAboutHousing Authority - HMIS for HEAP - 2019
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AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT is made and entered into effective the July 1, 2019, by and
between the CITY OF FRESNO, a California municipal corporation (the City), and
FRESNO HOUSING, a California Corporation (the Consultant).
RECITALS
WHEREAS, the City desires to obtain professional HOMELESS MANAGEMENT
INFORMATION SYSTEM (HMIS) services for the HOMELESS EMERGENCY AID
PROGRAM (HEAP), and
WHEREAS, the Consultant is engaged in the business of furnishing service s as
the HMIS Lead Agency for the Fresno/Madera Continuum of Care 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 MAY 31, 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 not exceed $35,000.
Such fee includes all expenses incurred by the Consultant in performance of the services
and as outlined in the Scope of Services.
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(b) Detailed statements shall be rendered quarterly for services
performed in the preceding three months 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 Majeure.
(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 b e 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 Calif ornia 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.
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(f) The Consultant shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of the Consultant and withou t 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 not ify 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 prompt ly 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 no t be made available to any individual or
organization by the Consultant without the prior written approval of the City. 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,
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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-VII” 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 vo lunteers 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 inc lude,
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 no t 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
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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, commissio n, 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.
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(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 sha ll 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 makin g 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 th e City until such action is
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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 agre es 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, mar ital 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 o r 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, marita l 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,
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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 of ficer, 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 b e 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
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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 thi s Agreement.
Waiver of any one provision herein shall not be deemed to be a waiver of any other
provision herein.
19. 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.
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.
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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 Agre ement, 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 ta ke 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 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. This Agreement may be modified only by written instru ment duly authorized and
executed by both the City and the Consultant.
[Signatures follow on the next page]
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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
City Attorney
By:
Brandon M. Collet Date
Senior Deputy City Attorney
ATTEST:
YVONNE SPENCE, MMC CRM
City Clerk
By:
Deputy
FRESNO HOUSING
a California corporation
By:
Name: Preston Prince
Title: CEO
(If corporation or LLC., Board Chair, Pres.
or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Addresses:
CITY:
City of Fresno
Attention: ilma Quan
City Manager
2600 Fresno Street
Fresno, CA 93721
Phone: (559) 621-7900
CONSULTANT:
Fresno Housing
Attention: Doreen Eley
CEO
1331 Fulton Street
Fresno, CA 93721
Phone: (559) 443-8431
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
pprince@fresnohousi
ng.org
Digitally signed by
pprince@fresnohousing.org
DN: cn=pprince@fresnohousing.org
Date: 2020.11.20 09:42:48 -08'00'
DocuSign Envelope ID: B4FCCC64-62EF-4BD2-9CEA-472744BD5E09
12/15/2020
12/17/2020
12/17/2020
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EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (the City)
And Fresno Housing (the Consultant)
Services to be Provided
Fresno Housing (Consultant) is the HMIS lead for the Fresno/Madera CoC, the counties of
Fresno and Madera, and the City of Fresno. The CITY is entering into an agreement with the
Consultant to provide the following scope of services for each CITY funded HEAP program:
1) Confirm and procure the number of HMIS User annual licenses specified below
2) Set up new users in HMIS
3) If needed, obtain licenses for and set up new users with the Advanced Reporting Tool
available
4) Provide training on data collection and data entry
5) Provide technical support in
a. HMIS Setup
b. New Project Setup
c. Custom Report Creation, if feasible
d. Data Monitoring, Analysis, and Review
e. Training Development
f. HMIS Consulting
g. Other HMIS Services
6) Consultation and Technical Support from HMIS Vendor
In addition, Consultant is expected to coordinate with and provide assistance to Focus
Strategies, a consultant working with the CITY on HEAP program administration and reporting.
Programs to Which Consultant Will Provide Services
Organization Project Type Number of Licenses
St Agnes Medical Center Services 0
Poverello House Services 1
Kingsview Street Outreach 5
Turning Point Emergency Shelter (Triage) 2
Fresno EOC Transitional Housing (Bridge) 3
Fresno EOC Housing Navigation 1
Fresno EOC Employment NA
Estimated HMIS Costs per Agency Through May 2021
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Provider Nbr HMIS licenses Total
St Agnes 0 $4,500
Kingsview 5 $8,600
Poverello 1 $3,100
Turning Point 2 $4,500
EOC 4 $6,300
Totals 13 $27,000
Project Schedule
Consultant agrees to work with each program as quickly as possible to ensure HMIS access
and ability to enter City funded HEAP program data, and to generate required reports.
Consultant will consult with Focus Strategies for these tasks. All programs are expected to have
HMIS access and reporting abilities by 6/30/2020.
Performance Measurement
CITY will monitor Consultant performance on a regular basis using the following criteria:
1. Adherence to the June 30, 2020 HMIS implementation and reporting deadline for all
CITY HEAP funded programs.
2. Accurate program reports generated on a monthly basis from HMIS.
3. Timely response to CITY and CITY HEAP funded providers on reported bugs or issues
with HMIS software/system.
4. Timely response to questions from CITY HEAP funded providers on questions about the
HMIS system or configured reports.
Project Budget
Consultant will invoice CITY on a quarterly basis based on services provided in the previous
three months according to the following Service Rates Table:
Service Typical Needs Cost
HMIS
New User Initial Setup Once per new user $230/person*
HMIS User
Annual License Fee
One license per
person,
per year
$305/person*
HMIS Advanced Reporting Tool
New User Initial Setup Once per new user $15/person*
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HMIS Advanced Reporting Tool User
Annual License Fee
One or more
licenses per entity,
per year
$80/person*
HMIS Full-Day Training
(8 hours)
Data Collection & Data Entry
is limited to 8 students
Provided 1-on-1
or in groups
10 hours/class
+ materials (if any) at cost
HMIS Half-Day Training
(4 hours)
Provided 1-on-1
or in groups
6 hours/class
+ materials (if any) at cost
HMIS Technical Support:
HMIS Setup
New Project Setup
Custom Report Creation
Data Monitoring, Analysis, & Review
Training Development
HMIS Consulting
Other HMIS Services
4-16 hours
per issue
6/4/19 to 6/30/20: $50/hour
7/1/20 to 6/30/21: $52/hour
7/1/21 to 6/30/22: $54/hour
7/1/22 to 6/30/23: $56/hour
7/1/23 to 6/30/24: $58/hour
7/1/24 to 6/30/25: $60/hour
Consultation and Technical Support
Fees from HMIS Vendor for
Non-HUD Funded Programs
As required by
program needs
at cost,
limited to amount
pre-authorized by
Department
* These fees are based upon actual software license fees set by the HMIS software
vendor. In the event fees modestly increase during the term of this agreement, actual
fees may be paid upon documentation of the increase.
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Exhibit B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City)
and Fresno Housing (Consultant) for Homeless Management Information System
(HMIS) under 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 no n-
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 (Errors and Omissions) insurance appropriate to
Consultant’s profession.
MINIMUM LIMITS OF INSURANCE
Consultant, or any party the Consultant 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,
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(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 (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event Consultant 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.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
Consultant shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and Consultant 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) Consultant 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 Liability 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. Consultant shall establish additional insured
status for the City and for all ongoing and comple ted operations under the
Commercial General Liability policy by use of ISO Forms or an executed
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manuscript insurance company endorsement 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.
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, Consultant’s 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 Consultant’s insurance and shall not
contribute with it. Consultant 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 primary and
non-contributory status as broad as that contained in ISO Form CG
20 01 04 13.
The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the
following provision: Consultant and its insurer shall waive any right of subrogation against
City, its officers, officials, employees, agents, and volunteers.
If the Professional Liability (Errors and Omissions) 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 Consultant.
2. Insurance must be maintained and evidence of insurance must be provi ded 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 Consultant, Consultant 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.
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 by certified mail, return receipt requested, has been given
to City. Consultant 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
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cancellation, non-renewal, or reduction in coverage or in limits, Consultant 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, Consultant shall
provide a new certificate, and applicable endorsements, evidencing renewal of such
policy not less than fifteen 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 Consultant shall not be deemed to release or
diminish the liability of Consultant, 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 Consultant. Approval or purchase of any
insurance contracts or policies shall in no way relieve from liability nor limit the liability of
Consultant, its principals, officers, agents, employees, persons under the supervision of
Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or
anyone employed directly or indirectly by any of them.
SUBCONTRACTORS - If Consultant subcontracts any or all of the services to be performed
under this Agreement, Consultant 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, Consultant 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.
VERIFICATION OF COVERAGE
Consultant 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 his/her 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 a nd authorized
agent or broker. Upon request of City, Consultant 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.
DocuSign Envelope ID: B4FCCC64-62EF-4BD2-9CEA-472744BD5E09
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
HEAP HMIS Agreement
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 busine ss 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:
Signature
Date
Preston Prince, CEO
(name)
Fresno Housing
(company)
1331 Fulton Street
(address)
Additional page(s) attached. Fresno, CA 93721
(city state zip)
pprince@fresnohou
sing.org
Digitally signed by
pprince@fresnohousing.org
DN: cn=pprince@fresnohousing.org
Date: 2020.11.20 09:43:01 -08'00'
DocuSign Envelope ID: B4FCCC64-62EF-4BD2-9CEA-472744BD5E09
BOARD MEMO
O (559) 443-8400
F (559) 445-8981
1331 Fulton Mall
Fresno, California 93721
TTY (800) 735-2929
www.fresnohousing.org
Executive Summary
At the October 22, 2015 Boards of Commisioners meeting, the Boards adopted
the Agency’s updated Procurement Policy. Article 14 of the policy, Delegation
of Contracting Authority, states that “…the Executive Director may delegate all
purchasing authority as is necessary and appropriate to conduct the business of
the Agency.” Pursuant to this Article, staff has designated purchasing levels
that reflect employee’s ongoing operational activities, but that also ensure the
appropriate level of internal review.
The table below outlines staff’s recommended Purchasing Authority levels.
These limits apply to all operating, capital, and non-routine expenditures. The
original Delegated Purchasing Authority levels were approved by the Boards
in November 2007. Since that time, several revisions have been brought to the
Boards of Commissioners for various reasons including:
– Revisions to the Agency Procurement Policy;
– Agency organizational changes;
– New and/or updated position titles; and
– Changes to HUD-prescribed purchasing thresholds.
The last revision was presented and approved by the Boards of Commissioners
in May 2012. This revision was made to account for changes in position titles
and updates to the Procurement Policy. Similarly, staff is proposing revisions to
the current authorization limits due to changes in position titles, changes to the
HUD purchasing limits, and overall organizational leadership changes at the
Agency.
Staff responsibilities as they pertain to these authorizations include the
following:
TO: Boards of Commissioners
Fresno Housing Authority
FROM: Preston Prince
CEO/Executive Director
DATE: 12/15/2016
BOARD MEETING: 12/20/2016
AGENDA ITEM: 9d
AUTHOR: Emily De La Guerra
SUBJECT: Approval of the Delegation of Purchasing Authority
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– Staff must have an identified funding source prior to creating any Agency obligation. Agency
obligations include, but are not limited to the following: approval of a purchase order, verbal or
written instructions to a vendor or contractor to proceed with work, approval of an invoice, and
any other action or combination of actions that create an obligation for the Agency.
– Procedures followed must comply with the Agency’s Procurement Policy, and Conflict of Interest
Policy.
– Individuals to whom purchasing authority has been granted are responsible for tracking orders,
processing returns and ensuring that all purchases are compliant with governing laws regulations and
policies.
– Employees shall not break purchases down into multiple small purchases in order to circumvent
the limits imposed by the Delegation levels.
– Lastly, no portion of an employee’s Purchasing Authority may be delegated to any other staff
member, including direct reports.
Yardi workflows will be updated to ensure Board-approved purchasing limits and authroizations are
observed. All payments, invoices, or other obligations entered into by staff are subject to review.
Departures from the Procurement Policy and Delegation of Purchasing Authority guidance will be
grounds for disciplinary action.
Position(s)
Current
Authorization
Limits
Proposed
Authorization
Limits
Boards of Commissioners $250,000 and above $250,000 and above
Executive Director/CEO $250,000 $250,000
Executive Officers (includes COO,
CFO, COS, Deputy Director) $25,000 $150,000
Directors not included $50,000
Senior Managers, Asst. Directors,
Controller $10,000 $25,000
Managers (Admin. Managers, HMD
Managers, HCV Managers) $5,000 $10,000
Senior Analyst, Senior Accountants,
Office Supervisors, Area Managers,
Assistant Managers not included $3,000
Community Coordinators, Property
Specialist not included $1,000
Maintenance Workers $2,000 $1,000
Accountants, Administrators,
Analysts $500 $500
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Assistants, Admin Coordinators,
Receptionist $500 $500
Fiscal Impact
None.
Recommendation
It is recommended that the Boards of Commissioners of the Housing Authorities of the City and County
of Fresno adopt the proposed Delegation of Purchasing Authority.
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