HomeMy WebLinkAboutGracebound Inc. Coronavirus Hearth Emergency Solutions Grant Funds For Mobile Showers 1.18.23 DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
BY AND BETWEEN GRACEBOUND INC.
FOR THE ADMINISTRATION
OF
CORONAVIRUS HEARTH EMERGENCY SOLUTIONS GRANT
FUNDS (E-20-MW-06-0001)
THIS AGREEMENT (Agreement) is made and entered into effective upon execution by
both parties, by and between the CITY OF FRESNO (the CITY), and Gracebound Inc.
(the SUBRECIPIENT), for operation of Mobile Shower Trailers in the City of Fresno.
RECITALS
WHEREAS, the United States Department of Housing and Urban Development
(HUD) has provided an allocation of HEARTH Emergency Solutions Grant (HESG or
ESG) funds to the CITY under Coronavirus Aid, Relief and Economic Security Act
(CARES Act) (Public Law 116-136) to protect the health and safety of people
experiencing homelessness and reduce the spread of the COVID-19 outbreak; and
WHEREAS, the SUBRECIPIENT will operate two mobile shower trailers for the
purpose of reducing the spread of COVID-19 among people experiencing homelessness
by providing a sanitary facility for homeless individuals to take care of their hygienic needs
while avoiding potential spread of COVID-19; and
WHEREAS, the SUBRECIPIENT hereby represents that it desires to and is
professionally and legally capable of operating the mobile shower trailers and providing
services to the homeless persons in a manner consistent with HUD and CITY
requirements; and
WHEREAS, this Agreement will be administered for the CITY by its City Manager
through the Planning and Development Department, Division of Housing and
Community Development or other designee of the City Manager.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions and premises hereinafter combined to be kept and performed by the
respective Parties, it is mutually agreed as follows:
ARTICLE 1
DEFINITIONS. Wherever used in this Agreement or any of the contract documents, the
following words shall have the meaning herein given, unless the context requires a
different meaning.
A. "ACT" — 24 CFR Part 576 et seq. as revised by the Emergency Solutions Grant
and Consolidated Plan Conforming Amendments Interim Rule, published in the Federal
Register on December 5, 2011 (76 Fed. Reg. 75954).
B. "Administrator" and "Contract Administrator" shall mean the Manager of the
Housing and Community Development Division of the Planning and Development
Department of CITY or other designee of the City Manager.
C. "Bu� dget" shall mean SUBRECIPIENT's Cost Proposal submitted with the Bid
Proposal.
2809494v1/18621.0003 1
DocuSign Envelope ID:CD2BAB1 1-D481-4A21-A99A-OD529C467B8D
D. "CARES ACT" shall mean Coronavirus Aid, Relief and Economic Security Act
(CARES Act) (Public Law 116-136)
E. "City Manager" shall mean the City Manager of the CITY.
F. "Contract" or "Contract Documents" shall mean and refer to this Agreement
including its exhibits.
G. "ESG" or "HESG" shall mean the HEARTH Emergency Solutions Grant as set
forth in the ACT.
H. "ESG-CV" shall mean the Emergency Solutions Grant provisions as set forth in
the CARES ACT.
I. "Grant Award" shall mean the total of One Hundred Eighty-Five Thousand and
Zero Cents (185,000) of HESG or ESG funds awarded by CITY to SUBRECIPIENT as
more particularly described in Section 4 of this Agreement.
J. "HMIS" means the Homeless Management Information System. HMIS is the
information system designated by the local Continuum of Care (CoC)to comply with the
requirements of CoC Program interim rule 24 CFR 578. It is a locally-administered data
system used to record and analyze client, service, and housing data for individuals and
families who are homeless or at risk of homelessness.
K. "HUD" shall mean the United States Department of Housing and Urban
Development.
L. "Program" shall mean services provided under the Federal funding source.
M. "Program Component" shall mean the five program components of: Street
Outreach, Emergency Shelter, Rapid Rehousing, Homelessness Prevention, and HMIS
as more fully described at 24 CFR 576.101 through 576.107. Administration of the
Program is an activity and not a Program Component.
N. "Program Income" for the specific purpose of this Agreement shall be as defined
in the ACT. Unless otherwise provided for in the ACT, Program Income shall include any
and all gross income earned by or accruing to SUBRECIPIENT in its performance
hereunder provided that the term Program Income does not include rebates, credits,
discounts, or refunds realized by SUBRECIPIENT in its performance hereunder.
O. "Progressive Expenditure Deadlines" for the specific purpose of this Agreement,
the progressive expenditure deadlines are: twenty percent (20%) of the Grant Award
must be expended by March 31, 2023; eighty percent (80%) of the Grant Award must
be expended by June 30, 2023; and one hundred percent (100%) of the Grant Award
must be expended by September 30, 2023. Failure to meet these deadlines will result in
the recapture of an amount equal to the difference between the required expenditure by
the applicable deadline and the actual expenditure by the applicable deadline.
P. "Progressive Reimbursement Request Deadlines" for the specific purpose of this
Agreement, the SUBRECIPIENT requests for reimbursement of eligible ESG-CV
expenditures must be made within thirty (30) days of the respective Progressive
Expenditure Deadlines. The Progressive Reimbursement Request Deadlines shall
occur no later than one (1) month after Progressive Expenditure Deadlines as follows: a
request for reimbursement of an amount not less than twenty percent(20%)of the Grant
Award's allowed cost must be made by April 30, 2023; a request for reimbursement of
28094941/18621.0003 2
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
an amount not less than eighty percent (80%) of the Grant Award's allowed cost must
be made by July 31, 2023; and a request for reimbursement of an amount not less than
one hundred percent (100%) of the Grant Award's allowed cost must be made by
October 31, 2023.
Q. "Project" shall mean the SUBRECIPIENT'S operation of two mobile shower
trailers throughout the City of Fresno.
R. "Recapture' shall mean the CITY's ability to recapture up to twenty percent(20%)
of SUBRECIPIENT's total ESG-CV award if SUBRECIPIENT has not requested
reimbursement of twenty percent (20%) of allowed ESG-CV costs through March 31,
2023 by April 30, 2023; recapture up to eighty percent (80%) of SUBRECIPIENT's total
ESG-CV award if SUBRECIPIENT has not requested reimbursement of eighty percent
(80%) of allowed ESG-CV costs through June 30, 2023 by July 31, 2023; recapture up
to one hundred percent (100%) of SUBRECIPIENT's total ESG-CV award if
SUBRECIPIENT has not requested reimbursement of one hundred percent (100%) of
allowed ESG-CV costs through September 30, 2023 by October 31, 2023.
S. "Scope of Services or Services" shall mean those services submitted with
SUBRECIPIENT's bid proposal to be offered in fulfillment of the Program and
included in Exhibit A.
T. "Subaward" shall mean an award of CITY ESG or HESG funds provided by the
SUBRECIPIENT to its Subrecipient (2 CFR 200.331) in order to administer all or a
portion of SUBRECIPIENT's Scope of Services.
U. "Subcontract" shall mean a SUBRECIPIENT's agreement, with a vendor or
subcontractor, which is selected in accordance with the SUBRECIPIENT's board-
approved procurement policy and Federal procurement and contracting requirements
at 2 CFR 200.318 through 200.326.
V. "Subrecipient" shall mean an entity that receives a Subaward from the
SUBRECIPIENT to carry out a part of the Program, Program Component and/or Project,
but shall not include an individual that is a beneficiary of such Program. A
Subrecipient may also be a recipient of other grant awards directly from the CITY.
1. Contract Administration. This Agreement including all the Contract
Documents shall be administered according to the order of precedence set forth herein
for CITY by Administrator who shall be SUBRECIPIENT's point of contact and to
whom SUBRECIPIENT shall report.
2. Scope of Services. SUBRECIPIENT shall provide the Program in
conformance with the Contract Documents and perform to the satisfaction of CITY those
services set forth in Exhibit A and services necessarily related or incidental thereto even
though not expressly set forth therein. Council offices may work with the Administration
to modify the locations of the mobile showers in their respective districts.
3. Effective Date and Term of Agreement. It is the intent of the Parties that
this Agreement be effective upon execution. Due to the urgent need to immediately
protect the health and safety of persons experiencing homelessness and reduce the
spread of the COVID-19 outbreak, the CITY will accept SUBRECIPIENT requests for
reimbursement for eligible services and related allowed costs incurred on or after
January 01, 2023.The period of performance for operations of the mobile shower trailers
28094941/18621.0003 3
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
and service delivery under this Agreement shall end on September 30, 2023; followed
by a thirty (30)-day invoice and data submission period which may be extended an
additional thirty (30) days for the SUBRECIPIENT to have the opportunity to correct
invoice documentation and accomplishment data errors or deficiencies. The CITY will
also conduct it final close-out monitoring by November 30, 2023.
4. Compensation and Method of Payment. CITY shall pay
SUBRECIPIENT the aggregate sum not to exceed One Hundred Eighty-Five Thousand
Dollars and Zero Cents (185,000)for satisfactory performance of the services rendered
pursuant to this Agreement and as set forth in Exhibit B attached hereto and
incorporated herein. Compensation is based on actual expenditures, supported by
properly executed payrolls, time records, invoices, contracts, vouchers, orders, or any
other accounting documents pertaining in whole or in part to this Agreement and shall
be clearly identified and submitted by the SUBRECIPIENT to the CITY with each
request for reimbursement. The SUBRECIPIENT's request for reimbursement shall also
be in accordance with the Budget set forth in Exhibit B. It is understood that all
expenses incidental to SUBRECIPIENT's performance of Services under this
Agreement shall be borne by the SUBRECIPIENT. If SUBRECIPIENT should fail to
comply with any provisions of this Agreement, CITY shall be relieved of its obligation
for further compensation after providing SUBRECIPIENT with written notice of non-
compliance and a thirty (30)-day opportunity to cure as provided for in Section 8 below.
Notwithstanding any payment provisions herein, SUBRECIPIENT's failure to timely and
properly submit required records and reports set forth in this Agreement may be cause
for CITY to delay reimbursement payments to SUBRECIPIENT.
Payments shall be made by the CITY to SUBRECIPIENT in arrears for Services
provided during the preceding month. Such payment by CITY shall be made in the
normal course of business, generally within thirty (30) days after the date of receipt by
CITY of a correctly completed and supported invoice in accordance with the provisions
of this paragraph and shall be for the actual expenditures incurred by
SUBRECIPIENT in accordance with Exhibit B. Payments shall be made after receipt
and verification of actual expenditures. All invoices are to be submitted CITY at the
address given for notices on the signature page hereof or at such address the CITY
may from time to time designate by written notice. The Administrator may, in his or her
sole discretion, agree in writing to revise the monthly payment schedule upon
SUBRECIPIENT's showing that such will facilitate delivery of the Services; provided,
however, that total payments under this Agreement shall not exceed the total amount
provided for in this Section 4 and the revision will not adversely impact the Progressive
Expenditure Deadlines and result in a return of funds to HUD.
a. Any funds paid by CITY hereunder which remain unearned at the
expiration or earlier termination of the Agreement shall be, and remain in trust, the
property of CITY and shall be remitted to CITY within ten (10)days of expiration or earlier
termination of this Agreement. Any interest thereon must be credited to or returned to
CITY. All funds advanced pursuant to this Agreement and not expended shall be
returned to CITY.
b. CITY will not be obligated to make any payments under this
Agreement if the request for payment is received by the CITY more than thirty (30)days
after the date of termination of this Agreement or the date of expiration of this
2809494v1/18621.0003 4
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
Agreement, whichever occurs first.
C. SUBRECIPIENT understands and agrees that the availability of
ESG-CV Funding hereunder is subject to the control of HUD and should the ESG-CV
funding be encumbered, withdrawn, or otherwise made unavailable to CITY whether
earned or promised to SUBRECIPIENT and/or should CITY in any fiscal year
hereunder fail to appropriate said funds, CITY shall not provide said funds to
SUBRECIPIENT unless and until they are made available for payment to CITY by HUD
and CITY receives and appropriates said Funds. No other funds owned or controlled
by CITY shall be obligated under this Agreement to the project(s). Should sufficient
funds not be appropriated, the Services provided may be modified, or this Agreement
terminated, at any time by the CITY as provided in section 8 below.
d. SUBRECIPIENT shall use the funds provided by CITY solely
for the purpose of providing the Services required under Section 2 of this Agreement.
5. Loss of Third-Party Funding. In the event any funding provided by a
party other than CITY for the Program or Services being performed by
SUBRECIPIENT is suspended, reduced or withdrawn, then Administrator may
suspend this Agreement immediately upon its receipt of notice thereof, or terminate this
Agreement as provided in Section 8 below. SUBRECIPIENT shall notify CITY in
writing within s e v e n (7) days if any of the following events occur:
a. Suspension, reduction, or withdrawal of SUBRECIPIENT'S funding
by other funding source(s).
b. The CITY, in its sole discretion, may stay such suspension of the
Agreement for a period not to exceed thirty (30) days to allow SUBRECIPIENT to
either (i) submit a new service or funding plan for evaluation by the CITY who may
accept or reject in its sole discretion, or (ii) complete an orderly phase out of Services.
If the CITY accepts such new service or funding plan, then such plan will be subject to
the requirements in Section 13 below.
6. Disposition of Program Income. Absent the CITY's written consent,
any Program Income generated hereunder shall be used to reduce the CITY's
reimbursement obligations hereunder, or in the absence thereof promptly remitted
entirely to the CITY.
7. Events of Default. When in the opinion of CITY, there is an occurrence
of any one or more of the following provisions it will represent an Event of Default
for purposes of this Agreement.
a. An illegal or improper use of the federal funds.
b. A failure to comply with any term, covenant, or condition of
this Agreement. Report(s) are submitted to CITY which are incorrect or incomplete in
any material respect.
C. The Services required hereunder are incapable of or are
improperly being performed by SUBRECIPIENT.
d. Refusal of SUBRECIPIENT to accept change under Section 18
e. SUBRECIPIENT fails to maintain any required insurance.
f. There is a loss of third-party funding (see Section 5 above).
2809494v1/18621.0003 5
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
g. SUBRECIPIENT's breach of any other material condition,
covenant, warranty, promise, or representation contained in this Agreement not
otherwise identified within this Section.
8. Termination and Remedies. Upon the occurrence of an Event of Default,
CITY shall give written notice to SUBRECIPIENT of the Event of Default by specifying
(1) the nature of the event or deficiency giving rise to the default, (2) the action
required to cure the deficiency, if, in the sole discretion of CITY, any action to cure is
possible, and (3) if the Event of Default is curable, a date, which shall not be less
than thirty (30) calendar days from the date of the notice, by which such deficiency
must be cured, provided, however that if such failure cannot be remedied in such time,
SUBRECIPIENT shall have an additional thirty (30) days to remedy such failure
so long as SUBRECIPIENT is diligently and in good faith pursuing such remedy.
a. This Agreement shall terminate without further liability of CITY
to SUBRECIPIENT upon the earlier of: (i) the happening of an Event of Default by
SUBRECIPIENT and a failure to cure said Event of Default within the time specified in
the notice of Event of Default; (ii) thirty (30) days prior written notice without cause
by either Party; (iii) CITY'S non-appropriation of funds sufficient to meet its
obligations hereunder during any CITY fiscal year during the Term of this Agreement,
or insufficient funding for the Services provided by SUBRECIPIENT; or(iv) expiration
of this Agreement.
b. Immediately upon any termination or expiration of this Agreement,
SUBRECIPIENT shall (i) immediately stop all work hereunder; (ii) immediately cause
any and all of its subcontractors to cease work; and (iii) return to CITY any and all
unearned payments and all properties and materials in the possession of
SUBRECIPIENT that are owned by CITY. Subject to the terms of this Agreement,
SUBRECIPIENT shall be paid compensation for Services satisfactorily performed
prior to the effective date of termination. SUBRECIPIENT shall not be paid for any
work or Services performed or costs incurred which reasonably could have been
avoided.
C. Upon any breach of this Agreement by SUBRECIPIENT, 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.
d. In no event shall any payment by CITY pursuant to this Agreement
constitute a waiver by CITY of any breach of this Agreement or any default which may
then exist on the part of SUBRECIPIENT, nor shall such payment impair or prejudice
any remedy available to CITY with respect to the breach or default.
e. CITY expressly reserves the right to demand of
SUBRECIPIENT the repayment to CITY of any funds disbursed to SUBRECIPIENT
2809494v1/18621.0003 6
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
under this Agreement which, in the judgment of CITY, were not expended in
accordance with the terms of this Agreement, and SUBRECIPIENT agrees to promptly
refund or provide written justification of proper use of any such funds within ten (10)
days of CITY'S written demand.
9. Level of Skill; Subcontractors.
a. SUBRECIPIENT may, at its sole discretion, subcontract any of the
services required under this Agreement, in compliance with the terms of this
Agreement. It is further mutually understood and agreed by and between the parties
hereto that inasmuch as SUBRECIPIENT represents to City that SUBRECIPIENT and its
subcontractors, if any, are skilled in the profession and shall perform in accordance with
the standards of said industry necessary to perform the services agreed to be done by it
under this Agreement, City relies upon the skill of SUBRECIPIENT and its subcontractors,
if any, to do and perform such Services in a skillful manner and SUBRECIPIENT agrees
to thus perform the services and require the same of any subcontractors. Therefore, any
acceptance of such Services by City shall not operate as a release of SUBRECIPIENT or
any subcontractors from said industry and professional standards.
b. City reserves the right to hire additional contractors to perform the
Services required under this Agreement, and offset any future payment to
SUBRECIPIENT accordingly, so long as such hiring and associated offset is
memorialized in an Addendum executed by the parties, setting forth the amount of the
offset.
C. If SUBRECIPIENT subcontracts any or all of the services to be
performed under this Agreement where the subcontract is for a total of $250,000 or
greater during any calendar year, SUBRECIPIENT 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, SUBRECIPIENT 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.
d. To the full extent required by applicable federal and state law, each
party and its contractors and agents shall comply with the Davis-Bacon Act, as amended,
California Labor Code Section 1720 et seq., and the regulations adopted pursuant thereto
("Prevailing Wage Laws"), if so required, and shall be solely responsible for carrying out
the requirements of such provisions. Each party shall indemnify, defend and hold the
other and its elected and appointed officers, officials, employees, agents, consultants, and
contractors harmless from and against all liability, loss, cost, expense (including without
limitation attorneys' fees and costs of litigation), claim, demand, action, suit, judicial or
administrative proceeding, penalty, deficiency, fine, order, and damage which directly or
indirectly, in whole or in part, are caused by, arise in connection with, result from, relate
to, or are alleged to be caused by, arise in connection with, or relate to, the payment or
requirement of payment of prevailing wages (including without limitation, all claims that
may be made by contractors, subcontractors, or third party claimants pursuant to Labor
Code sections 1726 and 1781), the failure to comply with any state or federal labor laws,
regulations or standards in connection with this Agreement, including, but not limited to
2809494v1/18621.0003 7
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
the Prevailing Wage Laws, or any act or omission of that party related to the payment or
requirement of payment of prevailing wages.
10. Indemnification To the furthest extent allowed bylaw, SUBRECIPIENT
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 at any time and property damage), and from any and all
claims, demands and actions in law or equity (including reasonable attorney's fees,
litigation expenses and costs to enforce this agreement) that arise out of, pertain to, or
relate to the negligence, recklessness or willful misconduct of SUBRECIPIENT, its
principals, officers, employees, agents, or volunteers in the performance of this
Agreement.
If SUBRECIPIENT should subcontract all or any portion of the Services to be performed
under this Agreement, SUBRECEPIENT 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.
11. Insurance. The SUBRECIPIENT shall comply with all of the insurance
requirements in Exhibit E to this Agreement.
12. On-Site Monitoring. Authorized representatives of HUD and/or the
CITY shall have the right to monitor the SUBRECIPIENT's performance under this
Agreement. Such monitoring may include inspection activities, review of records, and
attendance at meetings: SUBRECIPIENT shall reasonably make its facilities, books,
records, reports, and accounts available for CITY's inspection in pursuit hereof.
This section 12 shall survive termination or expiration of this Agreement.
13. Records Reports, and Inspection. SUBRECIPIENT shall establish and
maintain records in accordance with all requirements prescribed by CITY, HUD, and
generally accepted accounting principles, with respect to all matters covered by this
Agreement. As applicable, SUBRECIPIENT shall comply with all applicable requirements
of CFR Part 200 - Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards, including the provision of a single audit (generally
applicable where funding from all federal sources in any fiscal year exceeds $750,000),
and to such extent shall submit to the CITY any applicable auditor's reports and audited
financial statements no later than three(3) months after the SUBRECIPIENT's fiscal year
end. SUBRECIPIENT shall be responsible for determining the applicability of the
foregoing.
On a quarterly basis the SUBRECIPIENT shall submit a report utilizing and completing
the form attached as EXHIBIT D— ESG Quarterly Report. The report shall be submitted
within thirty (30) days of the close of each quarter of the fiscal year for the duration of
the Agreement. SUBRECIPIENT shall ensure the ESG grant funds provided by
GRANTEE are clearly identified as a subaward and include the following information:
Subrecipient Name: GRACEBOUND INC.
Subrecipient ID(DUNS #): 118162059
2809494v1/18621.0003 8
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
• Federal Award Identification Number (ESG-CV Grant # E-20-MW-06-
0001)
Federal Award Date: April 02, 2020
Period of Performance: January 01, 2023- September 30, 2023
Federal Funds Obligated by this Agreement: Yes
Total Federal Funds Obligated to SUBRECIPIENT: $185,000
40 Total Amount of the Federal Award: $185,000
Federal Award project description: $10,948,953.00
Name of Federal awarding agency: Department of Housing and Urban
Development
Name of pass-through entity: City of Fresno,California
Award Official Contact Information: Jennifer Clark, Director, Dept. of
Planning and Development, City of Fresno, 2600 Fresno St., Fresno,
CA 93721
CFDA Number: 14.231
CFDA Name: HEARTH Emergency Solutions Grant
Identification of R&D: No
Indirect cost rate for the Federal award: Up to a di minimus 10% indirect
cost rate or a percentage approved by the applicable Federal
cognizant agency
i. Annually, SUBRECIPIENT shall submit a report on clients served
and activities assisted with ESG funds by uploading HMIS data within ten (10)
days of receipt of the HUD Sage hyperlink into the Sage HMIS Reporting
Repository.
ii. SUBRECIPIENT shall maintain all records required by the Federal
regulations specified in 24 CFR 576.500.
iii.SUBRECIPIENT shall retain such records for a period of years
after receipt of the final payment under this Agreement or the earlier
termination of this Agreement, whichever occurs later. The records retention
period may be extended whenever:
a. any litigation, claim, or audit is started before the
expiration of the five-year period, the records must be retained until all
litigation, claims, or audit findings involving the records have been
resolved and final action taken.
b. the SUBRECIPIENT is notified in writing by the
CITY to extend the retention period.
a. SUBRECIPIENT is to prepare written financial statements, and
completed ESG Quarterly Report, each in the form attached hereto as Exhibit D
incorporated herein, each covering matters pertaining to the Scope of Services
contained in Exhibit A, to be submitted to CITY no later than the thirtieth (30th)
2809494v1/18621.0003 9
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-01D529C46768D
of the month following the end of each quarter hereunder for the duration hereof,
absent CITY's prior written consent in cases of unusual circumstances as determined
in the sole discretion of the CITY.
During the life of this Agreement and for a period of five (5) years after receipt of the
final payment under this Agreement or the earlier termination of this Agreement,
whichever occurs later, SUBRECIPIENT shall, at any time during normal business
hours and as often as CITY and/or HUD or the authorized representative of either
CITY or HUD may deem necessary, make available to them or any one of them, within
the CITY of Fresno, such statements, records, reports, data and information as they
may request pertaining to matters covered by this Agreement and permit them or any
one of them to audit and inspect all records, invoices, materials, payrolls, records of
personnel, conditions of employment, and other data relating to all matters covered by
this Agreement. SUBRECIPIENT shall also permit and cooperate with on-site
monitoring and personal interviews of participants, SUBRECIPIENT'S staff, and
employees by Administrator and other CITY and/or HUD representatives.
b. The SUBRECIPIENT is required to participate in the Fresno Madera
Continuum of Care (FMCoC). Participation is defined as attendance of the Member or
the Alternate Member at a minimum of seventy-five percent (75%) of all FMCoC
Director's meetings. SUBRECIPIENT's attendance shall be confirmed through the
Board-approved minutes of the FMCoC Board of Directors' meeting. SUBRECIPIENT
shall attach the most currently available monthly minutes of the FMCoC are to be
attached to the ESG Quarterly Report.
C. The SUBRECIPIENT is required to collect and report client-level
data in accordance with HUD Office of Special Needs Assistance Programs (SNAPS)
HMIS Data Standards, to the local HMIS operated by the Housing Authorities of the
City and County of Fresno through a Memorandum of Understanding with the
FMCoC or comparable databases are required for use by providers of services for
victims of domestic violence, as described in the Violence Against Women Act
(VAWA). Reporting into the HMIS database or allowed comparable database is a
requirement of ESG funding. SUBRECIPIENT reporting must be consistent in format
and data element structure with the Fresno Housing Authority HMIS Program Policies
and Procedures Manual and the HUD HMIS Data Standards and Data Dictionary
current at the execution of this Agreement. The comparable database will be
maintained by the SUBRECIPIENT and used to collect data and report on outputs and
outcomes as required by HUD.
d. If SUBRECIPIENT provides legal services or domestic violence
victim services requiring client-level information to remain confidential, they will be
required to establish a comparable client-level database internal to its organization
(e.g., no identifying data shared with the HMIS or the CITY and will provide only
aggregate data to the CITY as required). SUBRECIPIENT will work with the HMIS
System Administrator to determine that the alternative database meets the standards
for comparable client- level databases, including compliance with the HMIS Data
Standards which are acceptable to HUD and the CITY.
e. All data elements specified above in 12(d) must be recorded for
each ESG project in HMIS and the fields needed to correctly generate the performance
reports are required to be collected in the comparable database.
2809494A/18621.0003 10
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467BBD
f. The SUBRECIPIENT is required to provide housing unit and client
data to the CITY of Fresno, or designee, to include in the Point in Time survey as
administered by the Fresno-Madera Continuum of Care and as required by the
HEARTH Act of 2009.
This Section 13 shall survive expiration or termination of this Agreement.
14. Subawards. The SUBRECIPIENT shall not enter into an Agreement
making a Subaward to a Subrecipient for any work contemplated under the Agreement
without first obtaining the CITY's written approval of the Subaward Agreement. An
executed copy of every such Subaward Agreement approved by the Administrator
shall be provided to CITY prior to implementation for retention in CITY's files.
a. SUBRECIPIENT is responsible to CITY for the proper performance
of any subcontract. No such subcontract shall relieve SUBRECIPIENT of its obligations
under this Agreement.
b. Any subcontract shall be subject to all the terms and conditions of
this Agreement.
C. No officer or director of SUBRECIPIENT shall have any direct or
indirect financial interest in any subcontract made by SUBRECIPIENT or in any loan,
purchase of property, or any other arrangement made by SUBRECIPIENT, by whatever
name known.
15. Conflict of Interest and Non-Solicitation.
a. Prior to CITY'S execution of this Agreement, SUBRECIPIENT shall
complete a CITY of Fresno conflict of interest disclosure statement in the form as set
forth in Exhibit F. During the term of this Agreement, SUBRECIPIENT shall have the
obligation and duty to immediately notify CITY in writing of any change to the
information provided by SUBRECIPIENT in such statement.
b. SUBRECIPIENT shall comply, and require its subcontractors to
comply, with all applicable federal, state, and local conflict of interest laws and
regulations including, without limitation, California Government Code Section 1090
et seq., the California Political Reform Act (California Government Code Section
87100 et seq.) and the regulations of the Fair Political Practices Commission
concerning disclosure and disqualification (2 California Code of Regulations Section
18700 et seq.). At any time, upon written request of CITY, SUBRECIPIENT shall provide
a written opinion of its legal counsel and that of any subcontractor that, after a due
diligent inquiry, SUBRECIPIENT and the respective subcontractor(s) are in full
compliance with all laws and regulations. SUBRECIPIENT 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, SUBRECIPIENT shall immediately notify CITY of these facts in writing.
C. In performing the work or Services to be provided hereunder,
SUBRECIPIENT shall not employ or retain the services of any person while such
person either is employed by CITY or is a member of any CITY council, commission,
board, committee, or similar CITY body or within one (1) year of their termination
therefrom. This requirement may be waived in writing by the CITY Manager, if no
actual or potential conflict is involved.
2809494v1/18621.0003 11
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
d. SUBRECIPIENT represents and warrants that it has not paid or
agreed to pay any compensation, contingent or otherwise, direct, or indirect, to solicit
or procure this Agreement or any rights/benefits hereunder.
ARTICLE 2 FEDERAL REQUIREMENTS
SUBRECIPIENT warrants, covenants, and agrees, for itself and its contractors and
subcontractors of all tiers, that it shall comply with all applicable requirements of the Lead-
Based Paint Poisoning Prevention Act of 42 U.S.C. 4821 et seq., 24 CFR Part 35 and 24
CFR 982.401(j). In this regard SUBRECIPIENT shall be responsible for all inspection,
testing and abatement activities.
a. The requirements, as applicable, of the Lead-Based Paint Poisoning
Prevention Act (42 U.S.C. 4821-4846), the Residential Lead-Based Paint Hazard
Reduction Act of 1992 (42 U.S.C. 4851-4856) and implementing regulations at 24 CFR
Part 35. In addition, the following requirements relating to inspection and abatement
of defective lead-based paint surfaces must be satisfied: (1) Treatment of defective
paint surfaces must be performed before final inspection and approval of the renovation,
rehabilitation, or conversion activity under this part; and (2) Appropriate action must
be taken to protect shelter occupants from the hazards associated with lead-based
paint abatement procedures.
b. The SUBRECIPIENT agrees to comply with all applicable
requirements of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) as
amended and HUD implementing regulation 24 CFR Part 8.
C. SUBRECIPIENT agrees to comply with the federal requirements set
forth in 24 CFR Part 5, except as explicitly modified below, and use of emergency
shelter grant amounts must comply with the following requirements: (a)
Nondiscrimination and equal opportunity. The nondiscrimination and equal opportunity
requirements at 24 CFR Part 5 are modified as follows:
i. Rehabilitation Act requirements. HUD's regulations at 24
CFR Part 8 implement section 504 of the Rehabilitation Act of 1973 (29 U.S.C.
794) as amended. For purposes of the emergency shelter grants program, the
term dwelling units in 24 CFR Part 8 shall include sleeping accommodations.
ii. SUBRECIPIENT shall make known that use of the facilities
and Services are available to all on a nondiscriminatory basis. If the procedures
that the SUBRECIPIENT intends to use to make known the availability of the
facilities and Services are unlikely to reach persons of any particular race, color,
religion, sex, age, national origin, familial status, or disability who may qualify for
such facilities and Services, the SUBRECIPIENT must establish additional
procedures that will ensure that such persons are made aware of the facilities
and Services. The SUBRECIPIENT must also adopt procedures which will make
available to interested persons, information concerning the location of Services
and facilities that are accessible to persons with disabilities.
iii. The SUBRECIPIENT shall be responsible for complying
with the policies, guidelines, and requirements of 24 CFR Part 85 (codified
pursuant to OMB Circular No. A-102) and OMB Circular No. A-87, as they
relate to the acceptance and use of ESG funding by CITY, and Nos. A-110
and A-122 as they relate to the acceptance and use of emergency shelter grant
2809494v1/18621.0003 12
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
amounts by private nonprofit organizations.
The SUBRECIPIENT will be responsible for all aspects project contract award and
management including the advertising for bids and shall award the contract to the lowest
responsible and responsible bidder. The SUBRECIPIENT shall verify with the Labor
Relations and Equal Opportunity Division of the HUD Area Office that the low bidder
has not been debarred or suspended from participating in federal projects.
d. SUBRECIPIENT warrants, covenants, and agrees that it shall
perform the Services in a manner that does not engage in inherently religious activities
and that does not engage in any prohibited activities described in 24 CFR 576.23.
Without limitation, SUBRECIPIENT shall not unlawfully discriminate on the basis of
religion and shall not provide religious instruction or counseling, conduct religious
services or worship, engage in religious proselytizing, or exert other religious influence
in pursuit hereof. Subject to the foregoing, SUBRECIPIENT does not intend to utilize
ESG funding to construct, rehabilitate or convert facilities owned primarily by religious
organizations or to assist primarily religious organizations in acquiring or leasing
facilities to the extent prohibited in 24 CFR 576.23.
e. SUBRECIPIENT shall perform the Services in compliance with, and
not to cause or permit the Services to be in violation of, any existing or future
environmental law, rule, regulation, ordinance, or statute. SUBRECIPIENT agrees
that, if CITY has reasonable grounds to suspect any such violation, SUBRECIPIENT
shall be entitled to thirty (30) day notice and opportunity to cure such violation. If the
suspected violation is not cured, CITY shall have the right to retain an independent
consultant to inspect and test the subject facilities for such violation. If a violation is
discovered, SUBRECIPIENT shall pay for the cost of the independent consultant.
f. The 2 CFR 200 Uniform Administrative Requirements, Cost
Principals, and Audit Requirements for Federal Awards referenced in this Agreement
are available at https:Hecfr.io/Title-02/pt2.1.200
16. Relocation.
a. SUBRECIPIENT shall assure that it has taken all reasonable
steps to minimize the displacement of persons (families, individuals, businesses,
nonprofit organizations, and farms) as a result of this project and the Services
rendered in pursuit thereof.
b. A displaced person must be provided relocation assistance at the
levels described in, and in accordance with, 49 CFR Part 24, which contains the
government-wide regulations implementing the Uniform Relocation Assistance and
Real Property Acquisition Policies Act of 1970 (URA) (42 U.S.C. 4601-4655).
17. Further Assurances.
a. This Agreement, when executed and delivered, shall constitute the
legal, valid, and binding obligations of SUBRECIPIENT enforceable against
SUBRECIPIENT in accordance with its respective terms, except as such enforceability
may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, or other similar laws of general applicability affecting the enforcement of
creditors' rights generally and (b) the application of general principles of equity without
the joiner of any other party.
2809494v1/18621.0003 13
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
b. SUBRECIPIENT represents and warrants as of the date hereof that
SUBRECIPIENT has obtained and, to the best of SUBRECIPIENT's knowledge, is
in compliance with all federal, state, and local governmental reviews, consents,
authorizations, approvals, and licenses presently required by law to be obtained by
SUBRECIPIENT for the Services as of the date hereof.
C. In the performance of this Agreement, SUBRECIPIENT shall
promptly and faithfully comply with, conform to, and obey the ACT and all amendments
thereto, and shall maintain all facilities hereunder in compliance with building, health,
and safety codes.
d. SUBRECIPIENT shall be solely responsible and liable for any
recapture or repayment obligation imposed by HUD due to any act or omission of
SUBRECIPIENT in pursuit hereof.
e. SUBRECIPIENT acknowledges that SUBRECIPIENT, not the
CITY, is responsible for determining applicability of and compliance with the ACT and
all other applicable local, state, and federal laws including, but not limited to, any
applicable provisions of the California Labor Code, Public Contract Code, and
Government Code. The CITY makes no express or implied representation as to the
applicability or inapplicability of any such laws to this Agreement or to the Parties'
respective rights or obligations hereunder including, but not limited to, competitive
bidding, prevailing wage subcontractor listing, or similar or different matters.
SUBRECIPIENT further acknowledges that the CITY shall not be liable or responsible
at law or in equity for any failure by SUBRECIPIENT to comply with any such laws,
regardless of whether the CITY knew or should have known of the need for such
compliance, or whether the CITY failed to notify SUBRECIPIENT of the need for such
compliance.
f. SUBRECIPIENT agrees to comply with the CITY's Fair
Employment Practices and shall not employ discriminatory practices in the provision of
the Services, employment of personnel, or in any other respect on the basis of race,
color, creed, religion, sex, sexual preference, national origin, ancestry, ethnicity, age,
marital status, status as a veteran with disabilities or veteran of the Vietnam era, medical
condition, or physical or mental disability. During the performance of this Agreement,
SUBRECIPIENT agrees as follows:
g. SUBRECIPIENT will comply with all laws and regulations, as
applicable. No person in the United States shall, on the grounds of race, color, creed,
religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital status,
status as a disabled veteran or veteran of the Vietnam era, medical condition, or
physical or mental disability be excluded from participation in, be denied the benefits
of, or be subject to discrimination under any program or activity made possible by or
resulting from this Agreement.
SUBRECIPIENT will not discriminate against any employee or applicant for
employment because of race, color, creed, religion, sex, sexual preference, national
origin, ancestry, ethnicity, age, marital status, and status as a disabled veteran or
veteran of the Vietnam era, medical condition, or physical or mental disability.
SUBRECIPIENT shall take affirmative action to ensure that applicants are employed,
and the employees are treated during employment, without regard to their race, color,
2809494v1/18621.0003 14
DocuSign Envelope ID:CD2BAB1 1-D481-4A21-A99A-OD529C467B8D
creed, religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital
status, status as a disabled veteran or veteran of the Vietnam era, medical
condition, or physical or mental disability. Such action shall include, but not be
limited to, the following: employment, upgrading, demotion or transfer; recruitment
or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. SUBRECIPIENT
agrees to post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination clause.
h. SUBRECIPIENT will, in all solicitations or advertisements for
employees placed by or on behalf of SUBRECIPIENT, state that all qualified
applicants will receive consideration for employment without regard to race, color,
creed, religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital
status, status as a disabled veteran or veteran of the Vietnam era, medical condition,
or physical or mental disability.
i. SUBRECIPIENT 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
SUBRECIPIENT's commitment under this Section and shall post copies of the
notice in conspicuous places available to employees and applicants for employment.
ARTICLE 3 GENERAL PROVISIONS
18. Amendment. This Agreement shall not be modified except by written
amendment approved by the CITY Council and SUBRECIPIENT's Board and signed
by the Parties. Where it is determined by the Administrator that there is a need
to make any change in the Program, Services to be performed, fiscal procedures
and system, or the terms and conditions of this Agreement (including, without
limitation, any changes necessary to comply with changes in federal, state, or local
laws or regulations), refusal by SUBRECIPIENT to accept the change is grounds for
termination of this Agreement. Notwithstanding the foregoing, approval of the CITY
Council is not required for (i) insubstantial adjustments in line items within the total
approved budget, not affecting the total approved budget amount, approved by the
Administrator in its sole discretion; (ii) insubstantial changes in the nature or scope of
services specified in this Agreement approved by the Administrator in its sole
discretion; and (iii) changes to the insurance requirements specified in Exhibit E
approved by CITY's Risk Manager in his or her sole discretion.
19. Public Information. SUBRECIPIENT shall disclose all of its funding
sources to CITY which, thereafter, will be public information.
20. Copyrights/Patents.
a. If this Agreement results in a book or other copyrightable material,
the author may seek any available copyright protection for the work unless a work for
hire. CITY reserves a royalty-free, nonexclusive, irrevocable, and assignable license to
reproduce, publish, or otherwise use, and to authorize others to use, all copyrighted
material and all material which can be copyrighted.
b. Any discovery or invention arising out of or developed in the course
of work aided by this Agreement, shall promptly and fully be reported to CITY for
2809494v1/18621.0003 15
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
determination by CITY as to whether patent protection on such invention or discovery,
including rights thereto under any patent issued thereon (reserved henceforth onto
CITY), shall be imposed, and administered, in order to protect the public interest.
21. Political Activity Prohibited. None of the funds, materials, property,
or services provided directly or indirectly under this Agreement shall be used for
any political activity, or to further the election or defeat of any ballot measure or
candidate for public office.
22. Lobbyinci Prohibited. None of the funds provided under this Agreement
shall be used for publicity, lobbying or propaganda purposes designed to support or
defeat legislation pending before any legislative body.
23. Third Party Beneficiaries. The rights, interests, duties, and obligations
defined within this Agreement are intended for the specific parties hereto as identified
in the preamble of this Agreement. It is not intended that any rights or interests in this
Agreement benefit or flow to the interest of any third parties.
24. Nondiscrimination. To the extent required by controlling federal, state,
and local law, SUBRECIPIENT 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, SUBRECIPIENT agrees as
follows:
a. SUBRECIPIENT 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. SUBRECIPIENT 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. SUBRECIPIENT 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 SUBRECIPIENT'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. SUBRECIPIENT agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provision
of this nondiscrimination clause.
SUBRECIPIENT will, in all solicitations or advertisements for employees placed by or
2809494v1/18621.0003 16
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
on behalf of SUBRECIPIENT 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, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of
the Vietnam era.
C. SUBRECIPIENT 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
SUBRECIPIENT'S commitment under this section and shall post copies of the
notice in conspicuous places available to employees and applicants for employment.
25. Independent Contractor.
a. In the furnishing of the services provided for herein,
SUBRECIPIENT is acting as an independent contractor. Neither SUBRECIPIENT, nor
any of its officers, agents, or employees shall be deemed an officer, agent, employee,
joint venture, partner, or associate of CITY for any purpose. CITY shall have no right
to control or supervise or direct the manner or method by which SUBRECIPIENT shall
perform its work and functions. However, CITY shall retain the right to administer this
Agreement so as to verify that SUBRECIPIENT is performing its obligations in
accordance with the terms and conditions thereof.
b. This Agreement does not evidence a partnership or joint venture
between SUBRECIPIENT and CITY. SUBRECIPIENT shall have no authority to bind
CITY absent CITY'S express written consent. Except to the extent otherwise provided
in this Agreement, SUBRECIPIENT shall bear its own costs and expenses in pursuit
thereof.
C. Because of its status as an independent contractor,
SUBRECIPIENT and its officers, agents, and employees shall have absolutely no right
to employment rights and benefits available to CITY employees. SUBRECIPIENT shall
be solely liable and responsible for providing to, or on behalf of, its employees all
legally required employee benefits. In addition, SUBRECIPIENT shall be solely
responsible and save CITY harmless from all matters relating to payment of
SUBRECIPIENT'S employees, including, without limitation, compliance with Social
Security withholding, and all other regulations governing such matters. It is
acknowledged that during the term of this Agreement, SUBRECIPIENT may be
providing services to others unrelated to CITY or to this Agreement.
26. Notices. Any notice required or intended to be given to either party under
the terms of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation of
receipt, or sent by United States registered or certified mail, with postage prepaid,
return receipt requested, addressed to the party to which notice is to be given at the
party's address set forth on the signature page of this Agreement or at such other
address as the parties may from time to time designate by written notice. Notices
served by United States mail in the manner above described shall be deemed
sufficiently served or given at the time of the mailing thereof.
27. Binding. Once this Agreement is signed by all parties, it shall be binding
upon, and shall inure to the benefit of, all Parties, and each Parties' respective heirs,
2809494VI/18621.0003 17
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
successors, assigns, transferees, agents, servants, employees, and representatives.
28. Assignment.
a. This Agreement is personal to SUBRECIPIENT and there shall
be no assignment by SUBRECIPIENT of its rights or obligations under this Agreement
without the prior written approval of the Administrator. Any attempted assignment by
SUBRECIPIENT, its successors or assigns, shall be null and void unless approved in
writing by the Administrator.
b. SUBRECIPIENT hereby agrees not to assign the payment of any
monies due SUBRECIPIENT from CITY under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). CITY retains the right to pay any and all
monies due SUBRECIPIENT directly to SUBRECIPIENT.
29. Compliance with Law. In providing the services required under this
Agreement, SUBRECIPIENT shall at all times comply with all applicable laws of the
United States, the State of California and CITY, and with all applicable regulations
promulgated by federal, state, regional or local administrative and regulatory agencies,
now in force and as they may be enacted, issued, or amended during the life of this
Agreement.
30. Waiver. The waiver by either Party of a breach by the other of any
provision of this Agreement shall not constitute a continuing waiver or a waiver of any
subsequent breach of either the same or a different provision of this Agreement. No
provisions of this Agreement may be waived unless in writing and signed by all Parties
to this Agreement. Waiver of any one provision herein shall not be deemed to be a
waiver of any other provision herein.
31. Governing Law and Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California,
excluding, however, any conflict of laws rule which would apply the law of another
jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or
interpretation of this Agreement and any rights and duties hereunder shall be Fresno,
California.
32. Headiness. The Section headings in this Agreement are for convenience
and reference only and shall not be construed or held in any way to explain, modify, or
add to the interpretation or meaning of the provisions of this Agreement.
33. Sever_a_bility. The provisions of this Agreement are severable. The
invalidity or unenforceability of any one provision in this Agreement shall not affect the
other provisions.
34. Interpretation. The Parties acknowledge that this Agreement in its final
form is the result of the combined efforts of the parties and that, should any provision
of this Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against any Party, but rather by
construing the terms in accordance with their generally accepted meaning.
35. Attorney's Fees. If either Party is required to commence any proceeding
or legal action to enforce or interpret any term, covenant or condition of this
Agreement, the prevailing party in such proceeding or action shall be entitled to recover
from the other Party its reasonable attorney's fees and legal expenses.
2809494v1/18621.0003 18
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-0D529C467B8D
36. Exhibits. Each exhibit and attachment referenced in this Agreement is, by
the reference, incorporated into and made a part of this Agreement.
37. Precedence of Documents. The order of precedence of documents shall
be: (1) Rules and Regulations of Federal Agencies relating to the source of funds for
this project; (2) Permits from other agencies as may be required by law; (3)
Supplemental Agreements or this Agreement the one dated later having precedence
over another dated earlier; (4) ESG Policies and Procedures (5) General Conditions.
Whenever any conflict appears in any portion of the Contract, it shall be resolved
by application of the order of precedence.
In the event of any conflict between the body of this Agreement and any Exhibit
or Attachment hereto, the terms and conditions of the body of this Agreement shall
control and take precedence over the terms and conditions expressed within the Exhibit
or Attachment. Furthermore, any terms or conditions contained within any Exhibit
or Attachment hereto which purport to modify the allocation of risk between the Parties,
provided for within the body of this Agreement, are null and void.
38. Cumulative Remedies. No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other remedies
at law or in equity.
39. Extent of Agreement. Each party acknowledges that they have read and
fully understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter hereof
and supersedes all prior negotiations, representations, or agreements, either written
or oral.
[SIGNATURES APPEAR ON NEXT PAGE]
2809494v1/18621.0003 19
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
CITY OF FRESNO, GRACEBOUND INC.
A Calif$rnsa rjiunicipal corporation A 50rc�
I,�l profit
1/12/2023 By: 5 1/11/2023
By: llj�
Geo�geanne A. White, Name:cr;sti na Scott
City Manager Title: president
APPROVED AS TO FORM: (if corporation or LLC., Board Chair, Pres.
ANDREW JANZ nr�
1/11/2023
I
City Attgrnexe By:
k by:
B � 1/11/2023
Name; Keith scott
y. ❑n ollet Date Title: CFO
Bran
Supervising Deputy City Attorney (If corporation or LLC., CFO,Treasurer,
Secretary or Assistant Secretary)
ATTEST:
TODD STERMER, CMC
City C lurk ocuSigneu by:
I t
By: " gDvr 1/18/2023
Deputy
Addresses: SUBRECIPIENT:
CITY: GRACEBOUND INC.
City of Fresno, Planning and Attention: Keith Scott, CFO
Development, Housing and Community 420 Broadway Street
Development Fresno, CA 93701
Attention: Karen Jenks, Manager Phone: (559) 352-8680
2600 Fresno Street, CH3N 3065,
Fresno CA 93721
Phone: (559) 621-8507
Attachments:
1. Exhibit A- Scope of Services
2. Exhibit B - Budget Summary
3. Exhibit C - Spending Plan
4. Exhibit D - ESG Quarterly Report
5. Exhibit E - Insurance Requirements
6. Exhibit F - No Conflict of Interest Certification Form
2809494v1/18621.0003 19
DocuSign Envelope ID:CD2BAB1 1-D481-4A21-A99A-OD529C467B8D
EXHIBIT A
SCOPE OF SERVICES
Agreement Between CITY OF FRESNO and GRACEBouND INC.
Project: Mobile Shower Trailer Operations
Scope of Work
The Subrecipient in coordination with the City will be responsible for the
operation of the City's Mobile Shower Trailers, as part of an effort to prevent, prepare
for, and respond to coronavirus, among individuals and families who are homeless
or receiving homeless assistance and to support additional homeless assistance and
homelessness prevention activities to mitigate the impacts created by coronavirus,
in accordance with the laws, regulations, ordinances and codes of the State of
California and the City of Fresno.
The Subrecipient must establish written protocols and procedures in
accordance with the best practices of the cleaning industry as determined by the
California Department of Industrial Relations and in accordance with current law.The
Subrecipient in coordination with the City is responsible for the operation and
maintenance of a safe and healthy mobile shower environment, together with any
and all apparatus and equipment, supplies, services, supervision, and labor
necessary to perform mobile shower services.
1. Administrative Requirements
During the term of this contract, the City and the Subrecipient will collaboratively
ensure the delivery of all services, which include, but are not limited to, recruitment,
staffing, data gathering and reporting, financial monitoring and compliance, policy and
procedure development and implementation, coordination of onsite and off-site
services, and other management responsibilities defined below.
A. The mobile shower operations shall operate within the program budget, with a
total contract amount not to exceed $185,000.
B. Subrecipient shall ensure adequate supplies, including towels, toiletries, and
cleaning supplies, are available and secured onsite to guarantee the shower
unit remains clean and sanitary.
C. Subrecipient shall promptly investigate and respond to all complaints regarding
mobile shower operations and field services. All complaints received by the
Subrecipient must be documented, investigated, and when appropriate,
corrective actions shall be taken to resolve concerns. Documentation of all
complaints and corrective actions shall be provided to the City in writing, on a
monthly basis, in a format acceptable to the City.
D. Subrecipient must provide written responses to any findings or inquiries from
the City.
E. Subrecipient must engage in an open, collaborative and communicative
working relationship with the City.
F. Subrecipient shall report all damages and needed repairs to the mobile shower
2809494v1/18621.0003 20
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
trailers within 24hrs of discovery via email to Joe.Pasillas Fresno. ov and CC
Erika.Lo e fresno. ov.
2. Field Services
The number of personnel will be determined by mutual agreement with the City
based on operational need through the use of best practices. The Subrecipient will
provide one on-call staff to provide emergency responses after regular business
hours. The business hours must be mutually agreed upon by the City and
Subrecipient. For illustrative purposes, after business hours Monday through Friday
can be defined as 4:30pm to 8:00am Monday through Friday and weekends from
4:30 pm Friday through 8:00am Monday. The number of on-call staff may be
increased if deemed necessary by the Contractor and City.
Subrecipient shall provide the following Field Services:
A. Daily operation of the Mobile Shower Units;
B. A secure environment for the public to shower without threat to their safety;
C. Provision of toiletries, including: soap, shampoo, and conditioner;
D. Provision of a clean towel;
E. Provision of one pair of undergarments;
F. Cleaning and sanitation of the shower stall after each use; at the end of each
day of operation, Subrecipient shall clean the exterior and interior of the entire
Mobile Shower Unit.
3. Performance
A. Subrecipient will meet with the City as requested by the City to evaluate
statistics, program needs, issues or problems. This meeting is intended to
maintain transparency between agencies and ensure all concerns are being
addressed, as well as contractual obligations being met.
B. Subrecipient shall implement and maintain well defined, up to date written
policies, procedures, protocols, and manuals available for review by the City
upon request and consistent with guidelines and best practices published by
the California Department of Industrial Relations.
4. Personnel
The Subrecipient shall abide by the following when performing any duties and
obligations under the contract with the City.
A. Hire qualified personnel;
B. Provide adequate training and supervision for all personnel;
C. Perform adequate criminal background checks on individuals, prior to hiring, to
ensure they are suitable for contact with the public and fit to perform their
2809494v1/18621.0003 21
DocuSign Envelope ID:CD2BAB1 1-D481-4A21-A99A-OD529C467B8D
assigned tasks;
D. Treat the public with courtesy, tact, and respect;
E. Maintain adequate levels of operations and field staff to provide services to the
public in person, as well as responsiveness to the City via phone and email;
F. Comply with personnel policies and procedures that conform to local, state and
federal laws;
5. Programs
A. Subrecipient in collaboration with the City will coordinate the availability of
services including case management, behavioral health services, employment
assistance, educational support, and housing through the Multi-Agency Access
Program (MAP).
B. Identify and maintain a current list of resources in the community willing to
provide, plan and respond adequately to the needs of unhoused residents.
6. Shower Operation
Operation of said trailers shall be as follows:
A. The regular operational hours for showers will be mutually agreed upon by the
Subrecipient and the City.
B. The showers shall be open to the public for special events or on weekends
upon mutual agreement by the Subrecipient and the City.
C. Subrecipient acknowledges that compensation for services provided under
these scope of services and for this term will be reimbursed to Subrecipient on
an actual cost basis and not to exceed $185,000.
D. Subrecipient shall submit requests for reimbursement in a format acceptable
to the City. In no event shall the City reimburse Subrecipient for costs paid for
by the City including staff salaries, acquired equipment, and operational
supplies.
Record Relention an ReportingReguirernents
The SUBRECIPIENT must retain records in accordance 24 CFR Subpart F —
Grant Administration, § 576.500, Recordkeeping and Reporting Requirements.
HUD requires recipients to report the uses of ESG-CV funding in their Consolidated
Annual Performance and Evaluation Report (CAPER) and through submission of
project data into the SAGE Homeless Management Information System (HMIS)
Repository. Quarterly reporting from the SUBRECIPIENT to the City is mandatory
to meet this requirement.
The CITY's quarterly reporting requirements are described within this Agreement
and the report form is attached as Exhibit D.
Monitorin
The SUBRECIPIENT must monitor any and all subawards to subrecipients in
2809494v1/18621.0003 22
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
accordance with U.S Department of Housing and Urban Development (HUD)
requirements. The SUBRECIPIENT is further encouraged to use HUD CPD
Monitoring Handbook - 6509.2 REV-7, CHG-1. In conducting their monitoring
reviews
The SUBRECIPIENT acknowledges that the CITY is required to periodically monitor
the SUBRECIPIENT's delivery of the subject ESG-CV funding. The CITY will utilize
the guidance in HUD CPD Monitoring Handbook - 6509.2 REV-7, CHG-1 as well as
24 CFR 756, 2 CFR 200 and this Agreement when conducting on-site and desk
monitoring reviews.
Progressive Expenditure Deadlines and Recapture Provisions
To ensure ESG-CV funds are spent quickly on eligible activities to address the public
health and economic crises caused by coronavirus, HUD is requiring that the CITY
complete eligible reimbursement draw-downs from the U.S. Treasury within 90 days
of the last day of the applicable progressive expenditure deadline cycle. To ensure
that the CITY meets this HUD requirement, the CITY has set forth a Spending Plan
by Progressive Expenditure Deadline, which is included in EXHIBIT C to this
AGREEMENT, and a reimbursement request and accomplishment data processing
schedule that may be found in TABLE 1 below and more fully described in
subsequent narrative.
TABLE 1
A. C. E.
Progressive Request forD.SUBRECIPIENT CITY Uploads F.
Expenditure B. Reimbursement Reimbursement Accomplishment CITY Completes
Deadline- Expenditure Packet and and Data Packet Data into HUD HUD IDIS
Percentage Cycle Ending: Accomplishment Deficiencies Reporting Drawdown
Data Submitted
of Grant by SUBRECIPIENT Cured By/Before: System By/Before:
Award By/Before
to CITY By/Before
20% March 31, April 30, 2023 May 31, 2023 April 30,2023 June 15,2023
2023
80% Jun. 30, 2023 Jul.31, 2023 Aug.31,2023 Jul.31, 2023 1 Sept. 15,2023
100% Sept. 30, Oct.31,2023 Nov.30,2023 Oct. 31,2023 1 Dec. 15,2023
2023
Consistent with Table 1 and HUD and CITY requirements, the City will recapture: i)
the expenditure shortfall up to 20 percent of the SUBRECIPIENTs total ESG-CV
award should the SUBRECIPIENT not request by April 30, 2023 reimbursement for
eligible and allowed costs for at least 20% of the ESG-CV award for the expenditure
cycle ending March 31, 2023 ii) recapture the expenditure shortfall up to 80 percent
of the SUBRECIPIENTs total ESG-CV award should the SUBRECIPIENT not
request by July 31, 2023 reimbursement for eligible and allowed costs for at least
80% of expended eligible and allowed costs under the ESG-CV award for the
expenditure cycle ending June 30, 2023; iii) recapture the expenditure shortfall up
to 100 percent of the SUBRECIPIENTs total ESG-CV award should the
SUBRECIPIENT not request by October 31, 2023 reimbursement for eligible and
2809494v1/18621.0003 23
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
allowed costs for at least 100% of expended eligible and allowed costs under the
ESG-CV award for the expenditure cycle ending September 30, 2023. These
periods and reimbursement request due dates are summarized in Table 1, Columns
A, B, and C, above.
In the event the CITY determines that a reimbursement request or portions thereof
are eligible for reimbursement, but inadequately supported, the CITY may provide
the SUBRECIPIENT additional time to correct and cure the reimbursement request
defect by providing additional supporting documentation. The period for curing
documentation defects for draws in a particular expenditure deadline cycle shall
expire on the respective dates provided in Column D of Table 1 in this Exhibit. Shall
the defect not be fully cured by the cure expirations date, the costs associated with
the defect will be disallowed. In the event the disallowed costs results in the total
reimbursement for the expenditure cycle falling short of the amount required for the
meeting the cycle's progressive expenditure deadline amount as provided in
EXHIBIT C, the CITY will recapture the amount of the expenditure shortfall for the
cycle.
Accomplishment data defects must also be cured by the respective dates provided
in Column D Table 1 in this Exhibit A. Accomplishment data defects not corrected
by the applicable dates may result in the suspension of reimbursement request
processing and the making of reimbursement payments until such time as the data
defect is cured by the SUBRECIPIENT. In the event that a suspension results in
the failure to achieve an expenditure deadline requirement, the CITY will recapture
the entire amount associated with the expenditure deadline cycle.
28094941/18621.0003 24
DocuSign Envelope ID:CD2BAB1 1-D481-4A21-A99A-OD529C467B8D
EXHIBIT B
BUDGET SUMMARY
Agreement Between CITY OF FRESNO and
GRACEBOUND INC.coronavirus Emergency Solutions
Grant[ESG-CV]
The Project will be funded with ESG-CV, these sources and uses of funds pertain to the
ESG-CV funds for this Activity.
SOURCE OF CITY FUNDS
Program Year PY Program Award Amount
2020 HUD ESG-Coronavirus ESG-CV $ 185,000
2020 TOTAL CITY ESG-CV $ 185,000
USE OF CITY ESG FUNDS
Use of Funds Amount
Implementation of Program Services in
accordance with the CITY AND SUBRECIPIENT $185,000
Mobile Shower Trailer Agreement and Scope of
Work, EXHIBIT A to this Agreement
TOTAL NOT TO EXCEED $185,000
2809494v1/18621.0003
DocuSign Envelope ID:CD213AB11-D481-4A21-A99A-0D529C467B8D
EXHIBIT C
SPENDING PLAN BY EXPENDITURE DEADLINES
AGREEMENT BETWEEN CITY OF FRESNO AND GRACEBOUND INC.
Expected Invoice 1 Expected Invoice Sum of Invoice
Expected Invoice
Submission by Submission by Submission by April30, Submissions for
February 28,2023 March 31,2023 for Meeting20%Deadline
for Month Endin MonthEndin 2023forMonthEnding:(Sum of Col umnFthru
Intial Award 185,000.0031-Jan-2023 2&Feb-2023 31-Mar-2023 I Cglumn H
S 20,555 $ 20,555 $ nLLI. 61,665
20D/oShortfall $ 20,555.00 $ 20,555.00 $ 20,SS5.00 $ 61,665
AdjustAward
Cumulative
Expenditure S 20,555.00 $ 41,110.00 $ 61,665.00 61,665
Adjust Award Cumulative%
:0. Adjusted Expended 11.1% 22.2% 33.3% 33.3%
100%shortfallReduction
20%Cycle Surplus/Deficit 24,665
TOTAL S ow w
Expected Invoice Expected Invoice Sum of Invoice
Expected Invoice
Submission by May Submission by June Submissions for
31,2023 for Month 30,2023 for Month Submission by July 31, Meeting 80•�
2023 for Month Ending:
Ending: Ending: Deadline(Sum of
30-Apr-2023 I 31-May-2023 30-Jun-2023 Column F thru Column
_ $ 20.555 $ 20,555 S 20.555 61,665
$ 20,55S.00 $ 20,555.00 $ 20,555.00 $ 61,665
Cumulative
Expenditure $ 82,220.00 $ 102,775.00 $ 123,330.00 184,995
Cumulative%
Expended 44.4% 55.60/, 66.7%
rlf
I _
80%Cycle Surplus/Deficit $ 36,995
Expected InvoiceEExpectedice Expected Invoice Sum of Invoice
Submission byby Submission by Ocotber Submissions for
August 31,2023 for023 31,2023 for Month Meeting 80%Month Endin : ing: Ending: Deadline(Sum of
Column Fthru Column
31-Jul-2023 3 30-Sep-2023 H)
$ 20,5S5 $ 20,555 $ 20,560 61,670
$ 20,555.00 $ 20,5S5.00 $ 20,560.00 $ 61,670
Cumulative
Expenditure $ 143,885.00 $ 164,440.00 $ 185,000.00 185,000.00
Cumulative%
Expended 77.89/ 88.90/a 100.0% 100.0%
0.'. of Grant _ s i
100%Cycle Surplus/Deficit
2809494v1/18621.0003
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
EXHIBIT D
QUARTERLY REPORT
AGREEMENT BETWEEN CITY OF FRESNO AND
GRACEBOUNDINC.
Coronavirus Emergency Eme[gency Solutions Grant ESG-CV
Note: Below are4 snapshots of the 4 Excel worksheets making up the ESG Quarterly Report. Contact Erika Lopez at
Erika.Loaez@fresno.gov to receive the Report in Excel. The entire report should be completed and submitted quarterly in Excel
to HCDD@fresno.hbv with a copy to Erika Lopez
Project Sponsor Name: Project Sponsor ID(DUNS 9)
Federal Award
Identification Number(ESG E-20-MW-06-0001 Federal Award Date: 2-Apr-20
Grant a):
Federal Funds Obligated by $185,000.00 Federal Funds Obligated to $185,000.00
This Agreement: Project Sponsor:
Total Amount of the Federal $185,000.00 Name of Federal Awarding Department of Housing and
Award for this Activity Agency Urban Development(HUD)
Name of Pass-Through City of Fresno,CA Award Official Contact Erika Lopez,
Entity: Person: erika.lopez@fresno.gov
Emergency Solutions Grant 2600 Fresno St.,CHN 3065,
CD1 A Name: Program,14.231 Award Official Address: Fresno CA 93721
Not to Exceed 10.0%di
Maximum Indirect Cost Rate minimus indirect rate or
Identification of R&D: None for the Federal Award Indirect rate approved by
cognizantagency
Date of Contract Execution Accomplishment Year(HUD 2020
(m m/d d/xx) Program Year)
Period of Performance Start 01/01123 Period of Performance End 9/30/2023.
Date(mm/dd/xx) Date(mm/dd/xx)
Action Plan Year/IDIS
0/10 Activity ESG-CV
Project ID Number
Description,Project Objectives: rr
Activity Accomplishment Narrative:(Maximum rr
Total ESG-CV Funds Percent of ESG Award
Expended(PYTD) $ Expended
Total Funds Expended
l rid irect Cost(PYTD) $
Report prepared by: Date report prepared:
For City Used Only: D• Date of review:
2809494v1/18621.0003
DocuSign Envelope ID:CD2BAB1 1-D481-4A21-A99A-OD529C467B8D
project 5porisor, 0 Aetivity(s): ES
AccomplishmentYear(HUD 2020
Date of Contract Execution Program Year)
(mm/dd/xxxx) 01/00/00
Period of Performance Start Date Period of Performance End
(mm/dd/xxxx) 01/01/23 Date tenm/dd/xxxx) 09/30/23
Accomplishment Narrative:(Maximum 00
Number of Persons Engaged
Number of Persons Contacted Once 0
(Number of Persons 2-5 Contacts
(Number of Persons 6-9 Contacts
(Number of Persons 10+Contacts 0
Total Persons Engaged 0
Number of Persons Served
Total Number of Persons Served
(Number of Adults(Age 18 or Over) 0
INumberof Children(Under Age 18) 0
(Number of Persons with Unknown Age 0
Total Persons Served
Number of Persons affected by COVID-19
Number of Persons who tested Positive for COVID-19
Number of Persons who tested Negative for COVID-19 0
Total Persons Tested 0
Numbe r of Veterans Se rved Without Children With Children and Adults Total
Chronically Homeless Veteran 0 0 0
Non-Chronically Homeless Veteran 1 01 0 _ 0
Total Veterans Served 0
Number of Repeat Particcipants
Number of Returning Individuals 0
Other
Number of Chronically Homeless Persons
Number of Youth Under Age 25 0
Number of Parenting Youth Under Age 25 with Children 0
Number of Adult Heads of Household 0
Number of Child and Unknown-Age Heads of Household 0
Referrals for Additional Services
Number of Referrals to participants
Referrals participants completed 0
Expenditures
7otalESG-CV1Expended(PYTI]J S -
Street Outreach Expenditures I $ Rapid Rehousing Expend. $
Emergency She lterExpand. lHomeless Prevention Expen $
Report Prepared by: Date Prepared
2809494v1/18621.0003
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
Project Sponsor: 0 Activity(s): ES
Date of Contract Execution Accomplishment Year 2020
(mm/dd/xxxx) 01/00/00 (HUD Program Year)
Period of Performance
Period of Performance Start Date End Date
(mm/dOxx") 01/0V23 (mm/dd/xxxx)9/30/2023.
OutreachExpenditures for Street
.Project
Essential Services $
Hazard Pay(unique activity) $
Handwashing stations/portable bathrooms(unique activity) $
Volunteer Incentives(unique activity) $
Training(unique activity) $
Subtotal Temporary Emergency Shelter $
.OtherExpenditures
Training(unique activity) $
HMIS $
Administration $
Subtotal Temporary Emergency Shelter $
Total ESG-CV Expenditures $
Project Sponsor: 0 Activity: HMIS
Date of Contract Execution Accomplishment Year(HUD 2020
(mm/dd/xxxx) 01/00/00 Program Year)
Period of Performance Start Period of Performance End
Date(mm/dd/xxxx) 01J01/23 Date(mm/dd/xxxx) 9/30/2023.
Accomplishment Narrative:(Maximum ••
Number of HMIS Entries Made During the Reporting0
Total ESG Funded Expended
by Subreupient/Contractor
7otalFundsExpendedfor
HMIS(PYTD) $ -
Report prepared by: Date report prepared:
For City . Only: • • . •.
te of review:
28094940/18621.0003
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
EXHIBIT E
Agreement Between CITY OF FRESNO
and
GRACEBOUND INC.
Coronavirus Emergency Solutions Grant(ESG-CV
MINIMUM OPE 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. Professional Liability (Errors and Omissions) insurance appropriate to
SUBRECIPIENT's profession. Architect's and engineer's coverage is to
be endorsed to include contractual liability.
MINIMUM LIMITS OF INSURANCE
SUBRECIPIENT, or any party the SUBRECIPIENT 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:
Ti) $1,000,000 per occurrence for bodily injury and property
damage;
(ii) $1,000,000 per occurrence for personal and advertising
injury;
2809494v1/18621.0003
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
(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 (Errors and Omissions):
(i) $1 ,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event SUBRECIPIENT 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
SUBRECIPIENT shall be responsible for payment of any deductibles contained in
any insurance policy(ies) required herein and SUBRECIPIENT 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) SUBRECIPIENT 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. SUBRECIPIENT shall establish additional
insured status for the City and for all operations by use of ISO Form CG
20 26 04 13 or by an executed manuscript insurance company
2809494v1/18621.0003
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
endorsement providing additional insured status as broad as that
contained in ISO Form CG 20 26 04 13. .
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, SUBRECIPIENT'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 SUBRECIPIENT's insurance
and shall not contribute with it. SUBRECIPIENT 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 polic is to contain, or be endorsed to
contain, the following provision: SUBRECIPIENT 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 SUBRECIPIENT.
2. Insurance must be maintained and evidence of insurance must be provided
for at least five years after completion of the Agreement work or termination
of the Agreement, whichever occurs first, or, in the alternative, the policy shall
be endorsed to provide not less than a five-year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the effective date of
the Agreement or the commencement of work by SUBRECIPIENT,
SUBRECIPIENT 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 nolicies 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. SUBRECIPIENT 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, SUBRECIPIENT shall furnish CITY with a
new certificate and applicable endorsements for such policy(ies). In the event any
2809494v1/18621.0003
DocuSign Envelope ID:CD2BAB11-D481-4A21-A99A-OD529C467B8D
policy is due to expire during the work to be performed for CITY, SUBRECIPIENT
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 policies will be twice the
above stated limits.
The fact that insurance is obtained by SUBRECIPIENT shall not be deemed to
release or diminish the liability of SUBRECIPIENT, 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
SUBRECIPIENT. Approval or purchase of any insurance contracts or policies
shall in no way relieve from liability nor limit the liability of SUBRECIPIENT, its
principals, officers, agents, employees, persons under the supervision of
SUBRECIPIENT, vendors, suppliers, invitees, consultant, sub-consultant,
subcontractors, or anyone employed directly or indirectly by any of them.
SUBCONTRACTORS - If SUBRECIPIENT subcontracts any or all of the services
to be performed under this Agreement, SUBRECIPIENT 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, SUBRECIPIENT 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
SUBRECIPIENT 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,
SUBRECIPIENT 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.
2809494v1/18621.0003
EXHIBIT F
AGREEMENT BETWEEN CITY OF FRESNO AND GRACEBOUND INC.
Coronavirus Emergency Solutions Grant (ESG-CV)
No Conflict of Interest Certification HUD Programs)
Subrecipient or Applicant acknowledges and understands that, under HUD conflict of interest rules at 24 CFR
92.356 (HOME), 24 CFR 570.611 (CDBG), 24 CFR 574.625 (HOPWA), or 24 CFR 576.404 (ESG), and OMB
rules at 2 CFR 112 and 2 CFR 318 (C)(1)], an employee, agent, consultant, officer, or elected or appointed
official of the subrecipient, applicant or City of Fresno who exercises or has exercised any functions or
responsibilities with respect to activities assisted with CDBG, HOME, ESG or HOPWA funds or who is in a
position to participate in a decision making process or gain inside information with regard to these activities
(each "Covered Person"), may not obtain a financial interest or benefit from a CDBG, HOME, ESG or HOPWA-
assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the
proceeds thereunder, either for themselves or those with whom they have family or business ties, during their
tenure or for one (1) yearthereafter.
(SELECT ONLY THE CERTIFICATION THAT APPLIES TO THIS AGREEMENT OR APPLICATION. DO NOT SIGN
BOTH.)
Ki—ubrecipient or Applicant hereby certifies that no "covered person" in its agency or corporation is currently a
Covered Person and has not been a Covered Person for a period of at least one (1) calendar year prior to
the date of this agreement or application.
Name Signature bate
OR
❑ Subrecipient or Applicant hereby certifies that subrecipient/applicant organization includes a Covered Person
as defined above, or because subrecipient/applicant has a family or business relationship with a Covered
Person.
Name Signature Date
Please provide a separate certification for each "covered person" and select the type of covered person.
❑ Employee ❑ Agent ❑ Consultant ❑ Officer ❑ Elected Official ❑Appointed Official
The Covered Person is:
❑ Subrecipient/Applicant "covered person"
❑ Family member-name: (please print clearly)
❑ Business associate-name: Il-,lease print clearly)
A Covered Person does not automatically disqualify an entity from participating in a HUD assisted program.
If a covered person is identified, the Senior Management Analyst or Project Manager will assist you with the
additional steps that must be taken before the organization's agreement or application can be funded.
A person may become a "covered person" at any time during the implementation process and this will include
beneficiaries receiving assistance provided through this agreement or application who are or have a
relationship with a covered person of the applicant or of City of Fresno. A new certification is required each
time a covered person is identified.
28094940/18621.0003