HomeMy WebLinkAboutTrauma Research and Education Foundation of Fresno _ Agreement_ 3-28-2023ouuuolylI CI IVCIVFIC IU. 0l,M1..LJ0C/-I I IM-N/H:J-.70rM-71r/UVO:ILL0J
Agreement # VIP12223-12
GRANT AGREEMENT BETWEEN THE CITY OF FRESNO AND TRAUMA
RESEARCH AND EDUCATION FOUNDATION OF FRESNO REGARDING FUNDING
FOR
HOSPITAL -BASED VIOLENCE INTERVENTIONS
THIS GRANT AGREEMENT (AGRERM 2 is made and entered into effective upon
execution by both parties on (the Effective Date), by and
between the CITY OF FRESNO (the CITY), and TRAUMA RESEARCH AND
EDUCATION FOUNDATION OF FRESNO(GRANTEE), to provide funding for the
HOSPITAL -BASED VIOLENCE INTERVENTION program known as "Closing the
Revolving Door of Violence".
RECITALS
WHEREAS, as a result of the COVID-19 pandemic there is an increased need for
violence intervention and prevention services, and
WHEREAS, the City desires to provide funds to assist GRANTEE in providing the
HOSPITAL -BASED VIOLENCE INTERVENTION program (PROJECT) as part of the City
of Fresno Violence Intervention and Prevention Initiative; and
WHEREAS, GRANTEE represents it desires to and is professionally and legally
capable of immediately providing these services for City of Fresno residents; and
WHEREAS, GRANTEE acknowledges that a portion of these grant funds being
provided under this Agreement will be derived from the City's allocation under the
American Rescue Plan Act (Pub.L. 117-2) (hereinafter ARPA) and under the General
Fund, and will be subject to any constraints set forth therein including but not limited to,
the Coronavirus State and Local Fiscal Recovery Funds (CSLFRF) Final Rule (31 CFR
Part 35); and
WHEREAS, this Agreement will be administered for the City by its Parks, After
School, Recreation and Community Services (PARCS) Director or their designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and premises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. Scone of Services. GRANTEE shall perform to the satisfaction of the CITY
the services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2. Grant Amount. City shall provide GRANTEE the amount of $130,000 for
the services described in Exhibit A. Of this total, GRANTEE may request that 25% of the
total grant amount be provided as a one-time upfront payment to enable work to begin.
The remaining funding shall be distributed on a reimbursement basis for eligible costs
incurred as described in section 5.
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(a) Reimbursement for Program Activities.
i. This award may include an upfront payment of up to $32,500
to GRANTEE allow work to begin immediately. GRANTEE may exercise this option by
submitting a request for upfront payment in writing to PARCSContracts-aFresnofc�ov. An
invoice template will be provided and will require supporting documentation for all eligible
expenses.
ii. For the aforementioned services, CITY agrees to reimburse
GRANTEE solely from allocated and available ARPA Program funds, General Fund or
Both. Compensation for satisfactory performance of all services required or rendered
pursuant to this agreement for eligible costs incurred by GRANTEE in pursuit hereof, shall
be reimbursed in an amount not to exceed $130,000, less upfront payment if exercised.
iii. Detailed itemized invoice statements shall be rendered
quarterly by the 15th of the month for services performed in the preceding quarter and
will be payable in the normal course of the CITY's business. An invoice template will be
provided and will require supporting documentation for all eligible expenses.
iv. Timesheet documentation will be required for all funded staff
positions.
V. Upfront and reimbursement payments shall be contingent on
the CITY'S receipt of an undisputed invoice and any reports and substantiation materials
required by the CITY and ARPA.
3. Term of Agreement and Time for Performance.
(a) This A reement shall be effective for 12 months from the Effective
Date through 3/28/2-024 , subject to earlier termination in accordance with
this Agreement. The services as described in Exhibit A are to commence upon the
Effective Date and shall be completed prior to expiration of this Agreement and in
accordance with any performance schedule set forth in Exhibit A.
(b) The City may exercise the option to extend the agreement for an
additional year at the sole discretion of the City Manager or their designee, but may not
be extended beyond December 31, 2024, as ARPA requires funds to be incurred prior to
that date. Any extensions to the term of the agreement must be made by written
amendment to the Agreement signed by an authorized representative for each party.
4. Project Amendments.
(a) The CITY will consider project amendments including changes to the
awarded scope of services to maximize the overall benefits of the City of Fresno's
Violence Intervention and Prevention Initiative. Any change in the scope of services must
be requested in writing and submitted to PARCSContracts@Fresno.gov. The written
request for an amendment must be signed by an authorized representative of the
GRANTEE.
(b) The written request to include:
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An explanation of the proposed scope change
Reason for the proposed scope change
Impact the proposed scope change will have on the original
scope
Impact the proposed scope change will have on the overall
cost of the program
(c) Requests for any amendments shall be reviewed by the City
Manager or their designee. The CITY will review all written requests and respond with an
approval or denial for amendment within 30 calendar days of receipt.
(d) GRANTEE shall not be entitled to any additional compensation if
services are performed prior to an approval notice from the City.
(e) Any request for amendment to the scope of services and/or funding
may result in termination of the agreement if the proposed amendment is found to be no
longer consistent with the goals of the grant program. Funding may be relinquished, and
the agreement may be terminated at the discretion of the City Manager.
(f) Agreements must be amended by mutual agreement of the parties,
but may be administratively amended by the City to increase funding within the scope
authorized herein.
(g) If GRANTEE should fail to comply with any provision of the
AGREEMENT, CITY shall be relieved of its obligation for further compensation.
5. Termination Remedies and Force Ma'eure
(a) This Agreement shall terminate without any liability of the City or to
GRANTEE upon the earlier of: (i) GRANTEE filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third
party against GRANTEE; (ii) seven calendar days prior written notice with or without
cause by the City to GRANTEE; (iii) the City's non -appropriation of funds sufficient to
meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient
funding for the Project; or (iv) expiration of this Agreement.
(b) If GRANTEE should fail to comply with any provision of the
AGREEMENT, CITY shall be relieved of its obligation for further compensation.
Immediately upon any termination or expiration of this Agreement, GRANTEE shall (i)
immediately stop all work hereunder; (ii) immediately cause any and all of its
subcontractors to cease work; and (iii) return to the City any and all unearned payments
and all properties and materials in the possession of GRANTEE that are owned by the
City. Subject to the terms of this Agreement, GRANTEE shall be paid compensation for
services satisfactorily performed prior to the effective date of termination. GRANTEE
shall not be paid for any work or services performed or costs incurred which reasonably
could have been avoided.
(c) In the event of termination due to failure of GRANTEE to satisfactorily
perform in accordance with the terms of this Agreement, the City may withhold an amount
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that would otherwise be payable as an offset to, but not in excess of, the City's damages
caused by such failure. In no event shall any payment by the City pursuant to this
Agreement constitute a waiver by the City of any breach of this Agreement which may
then exist on the part of the GRANTEE, nor shall such payment impair or prejudice any
remedy available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the GRANTEE, the City may
(i) exercise any right, remedy (in contract, law or equity), or privilege which may be
available to it under applicable laws of the State of California or any other applicable law;
(ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii)
recover all direct, indirect, consequential, economic, and incidental damages for the
breach of the Agreement. If it is determined that the City improperly terminated this
Agreement for default, such termination shall be deemed a termination for convenience.
(e) GRANTEE shall provide the City with adequate written assurances
of future performance, upon the Administrator's request, in the event GRANTEE fails to
comply with any terms or conditions of this Agreement.
(f) GRANTEE shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of GRANTEE and without its
fault or negligence such as, acts of God or the public enemy, acts of the City in its
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe weather, and delays of common carriers. GRANTEE shall notify the City in writing
as soon as it is reasonably possible after the commencement of any excusable delay,
setting forth the full particulars in connection therewith, and shall remedy such occurrence
with all reasonable dispatch, and shall promptly give written notice to the Administrator of
the cessation of such occurrence.
(g) 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.
An illegal or improper use of funds.
ii. 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.
iii. The services required hereunder are incapable of or are
improperly being performed by GRANTEE.
iv. Refusal of GRANTEE to accept change under Section 18
V. GRANTEE fails to maintain any required insurance.
vi. There is a loss of third -party funding (see Section 5 above).
vii. GRANTEE's breach of any other material condition, covenant,
warranty, promise or representation contained in this Agreement not otherwise identified
within this Section.
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(h) Upon the occurrence of an Event of Default, CITY shall give written
notice to GRANTEE 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.
6. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by
GRANTEE pursuant to this Agreement shall not be made available to any individual or
organization by GRANTEE without the prior written approval of the City. During the term
of this Agreement, and thereafter, GRANTEE shall not, without the prior written consent
of the City, disclose to anyone any Confidential Information.
(b) The term "Confidential Information" for the purposes of this
Agreement shall include all proprietary and confidential information of the City, including
but not limited to business plans, marketing plans, financial information, materials,
compilations, documents, instruments, models, source or object codes, and other
information disclosed or submitted, orally, in writing, or by any other medium or media.
All Confidential Information shall be and remain confidential and proprietary in the City.
(c) Confidential information collected under this award shall be used
only for the purposes of this PROJECT and shall not be used for solicitation purposes.
Confidential information in written and electronic forms shall be stored and transferred
securely using best practices such as using encryption, password protection, locked
cabinets, etc.
(d) Any and all writings and documents prepared or provided by
GRANTEE pursuant to this Agreement, including without limitation grant applications and
supporting documents, are the property of the City at the time of preparation and shall be
turned over to the City upon expiration or termination of the Agreement. Copies of grant
applications and supporting documents shall be promptly provided to City during the term
of this Agreement. GRANTEE shall not permit the reproduction or use thereof by any
other person except as otherwise expressly provided herein.
(e) If GRANTEE should subcontract all or any portion of the services to
be performed under this Agreement, GRANTEE shall cause each subcontractor to also
comply with the requirements of this Section 7.
(f) This Section 7 shall survive expiration or termination of this
Agreement.
7. Professional Skill. It is further mutually understood and agreed by and
between the parties hereto that inasmuch as GRANTEE represents to the City that
GRANTEE and its subcontractors, if any, are skilled in the profession and shall perform
in accordance with the standards of said profession necessary to perform the services
agreed to be done by it under this Agreement, the City relies upon the skill of the
GRANTEE and any subcontractors to do and perform such services in a skillful manner
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and the GRANTEE agrees to thus perform the services and require the same of any
subcontractors. Therefore, any acceptance of such services by the City shall not operate
as a release of GRANTEE or any subcontractors from said professional standards.
8. Indemnification. To the furthest extent allowed by law, GRANTEE 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) incurred by CITY, GRANTEE or
any other person, and from any and all claims, demands and actions in law or equity
(including reasonable attorney's fees, litigation expenses and cost to enforce this
agreement), arising or alleged to have arisen directly or indirectly out of performance of
this Agreement. GRANTEE'S obligations under the preceding sentence shall apply
regardless of whether CITY or any of its officers, officials, employees, agents or
volunteers are negligent, but shall not apply to any loss, liability, fines, penalties,
forfeitures, costs or damages caused solely by the gross negligence, or caused by the
willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers.
If GRANTEE should subcontract all or any portion of the services to be
performed under this Agreement, GRANTEE 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.
Notwithstanding the aforementioned, GRANTEE recognizes that the source
of funds for the grant to 'be provided hereunder is the City's allocation from the ARPA
and the General Fund. To this end GRANTEE shall, without limitation, indemnify the City,
and each of its officers, officials, employees, agents, and volunteers from any and all loss,
liability, fines, penalties, forfeitures, costs and damages incurred by the City from any and
all claims, demands and actions in law or equity (including attorney's fees and litigation
expenses), arising or alleged to have arisen directly or indirectly from the negligent or
intentional acts or omissions, or willful misconduct of GRANTEE or any of its officers,
officials, employees, agents, or volunteers in the performance of this Agreement and
compliance with ARPA.
This section 8 shall survive termination or expiration of this Agreement.
9. Insurance. GRANTEE shall comply with all of the insurance requirements
in Exhibit B to this Agreement. Failure to comply and maintain the appropriate insurance
may result in immediate termination of the Agreement.
10. Conflict of Interest and Non -Solicitation.
(a) Prior to the City's execution of this Agreement, GRANTEE shall
complete a City of Fresno conflict of interest disclosure statement in the form as set forth
in Exhibit C. During the term of this Agreement, GRANTEE shall have the obligation and
duty to immediately notify the City in writing of any change to the information provided by
GRANTEE in such statement.
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(b) GRANTEE shall comply, and require its subcontractors to comply,
with all applicable (i) professional canons and requirements governing avoidance of
impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and
regulations including, without limitation, California Government Code Section 1090 et.
seq., the California Political Reform Act (California Government Code Section 87100 et.
seq.) and the regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time,
upon written request of the City, GRANTEE shall provide a written opinion of its legal
counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE and the
respective subcontractor(s) are in full compliance with all laws and regulations. GRANTEE
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, GRANTEE shall immediately notify the City of these
facts in writing.
(c) In performing the work or services to be provided hereunder,
GRANTEE shall not employ or retain the services of any person while such person either
is employed by the City or is a member of any City council, commission, board, committee,
or similar City body. This requirement may be waived in writing by the City Manager, if no
actual or potential conflict is involved.
(d) GRANTEE 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.
(e) Neither GRANTEE, nor any of GRANTEE subcontractors performing
any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or
perform any services pursuant to, any other contract in connection with this Project unless
fully disclosed to and approved by the City Manager, in advance and in writing. GRANTEE
and any of its subcontractors shall have no interest, direct or indirect, in any other contract
with a third party in connection with this Project unless such interest is in accordance with
all applicable law and fully disclosed to and approved by the City Manager, in advance
and in writing. Notwithstanding any approval given by the City Manager under this
provision, GRANTEE shall remain responsible for complying with Section 10(b), above.
(f) If GRANTEE should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, GRANTEE shall include the
provisions of this Section 11 in each subcontract and require its subcontractors to comply
therewith.
(g) This Section 11 shall survive expiration or termination of this
Agreement.
11. ARPA Expenditure Compliance. Certification and Performance
Reporting.
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(a) GRANTEE must meet all eligibility requirements with the CSLFRF
final rule which can be found here: https://www.govinfo.gov/content/pkg/FR-2022-01-
27/pdf/2022-00292. pdf.
(b) GRANTEE shall submit only those expenditures which are eligible
for payment and in compliance with the allowable expenditures, including the following
eligibility requirements:
(c) GRANTEE shall provide the City with quarterly expenditure and
performance reports, as defined in the Final Rule and Treasury Department's SLFRF
Compliance and Reporting Guidance (CRG).
(d) GRANTEE shall also provide an annual report as required under the
CRG.
(e) These reports shall be in a form specified under the CRG and shall
be accompanied by invoices and receipts that substantiate the figures on the expenditure
report. Additionally, a certification signed by the Chief Executive or designee of
GRANTEE certifying that the uses of the grant funds are consistent with those allowed
under ARPA, shall be included with the expenditure report and substantiating
documentation due on the 15th of the month following the end of each quarter (October
15, January 15, April 15 and July 15).
(f) As required by the 2 CFR Part 170, Appendix A award term regarding
reporting subaward and executive compensation, recipients must also report the names
and total compensation of their five most highly compensated executives and their
subrecipients' executives for the preceding completed fiscal year if (1) the recipient
received 80% or more of its annual gross revenues from Federal procurement contracts
(and subcontracts) and Federal financial assistance subject to the Transparency Act, as
defined at 2 CFR 170.320 (and subawards), and received $25,000,000 or more in annual
gross revenues from Federal procurement contracts (and subcontracts) and Federal
financial assistance subject to the Transparency Act (and subawards), and (2) if the
information is not otherwise public. If the GRANTEE is already disclosing this information
as part of another agreement involving Federal monies, GRANTEE shall provide
documentation to the City that it is fulfilling this requirement. GRANTEE's failure to
provide a Certification or provide either the quarterly or annual expenditure/performance
reports may be considered a default of this Agreement under Section 6 of this agreement.
If GRANTEE is found to have provided services to ineligible individual, households, or
entities or made an ineligible expenditure, CITY shall have the right to reclaim a dollar
amount from the GRANTEE that is equal to the amount determined to be ineligible.
12. General Terms.
(a) Except as otherwise provided by law, all notices expressly required
of the City within the body of this Agreement, and not otherwise specifically provided for,
shall be effective only if signed by the City Manager or designee.
(b) Prior to execution of this Agreement by the City, GRANTEE will
permit City staff to conduct a subrecipient risk assessment, as required under the Uniform
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Guidance (2 CFR 200.332(b)). Failure to allow City staff to conduct this subrecipient risk
assessment (EXHIBIT D) may result in the City terminating this Agreement in accordance
with Section 6. Additionally, the GRANTEE's failure to be certified by City staff at the end
of the risk assessment as having adequate internal controls to manage the funding
provided in this agreement may result in the City terminating this Agreement in
accordance with Section 6.
(c) Any portion of the program funded with public funds shall not require
participants to take part in any activity or exercise intended to advance or promote
religion, in compliance with the Article I, Section 1 of the California Constitution.
13. Financial Reporting, Auditing and Document Retention.
(a) The City is required under 2 CFR 200.332 to manage and monitor
subrecipient compliance with ARPA guidance. Accordingly, GRANTEE agrees to permit
City staff to conduct one performance review during the term of this agreement. City has
the right to conduct additional performance reviews both during the term of this agreement
and after the agreement's term should the City believe these reviews are necessary.
(b) Records of GRANTEE expenses pertaining to the Project shall be
kept on a generally recognized accounting basis and shall be available to the City or its
authorized representatives upon request during regular business hours throughout the
life of this Agreement and for a period of five years after final payment or, if longer, for
any period required by law. Records related to GRANTEE's performance metrics shall
be made available and retained for the same time periods as the Project's expense data.
GRANTEE shall furthermore comply with all funding requirements as set forth in ARPA.
If GRANTEE fails to provide City staff access or documentation necessary to conduct a
City -requested performance review, City may terminate this Agreement in accordance
with Section 6.
(c) In addition, all books, documents, papers, and records of GRANTEE
pertaining to the Project shall be available for the purpose of making audits, examinations,
excerpts, and transcriptions for the same period of time. If any litigation, claim,
negotiations, audit, or other action is commenced before the expiration of said time
period, all records shall be retained and made available to the City until such action is
resolved, or until the end of said time period whichever shall later occur. If GRANTEE
should subcontract all or any portion of the services to be performed under this
Agreement, GRANTEE shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 14(b) shall survive expiration or termination
of this Agreement.
(d) Prior to execution of this Agreement by the City, GRANTEE shall
have provided evidence to the City that GRANTEE is licensed to perform the services
called for by this Agreement (or that no license is required). If GRANTEE should
subcontract all or any portion of the work or services to be performed under this
Agreement, GRANTEE shall require each subcontractor to provide evidence to the City
that subcontractor is licensed to perform the services called for by this Agreement (or that
no license is required) before beginning work.
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(e) Prior to execution of this Agreement by the CITY, GRANTEE must
disclose Program Funding Award & Pending Applications whether it has (or is proposed
as a sub -recipient under) any pending applications for funded grants or cooperative
agreements that (1) include requests for funding to support the same scope being
proposed in this AGREEMENT, and (2) would cover any identical cost items outlined in
the budget submitted to City of Fresno as part of the application under this AGREEMENT.
The contractor is to disclose applications made directly to awarding agencies, and also
applications for subawards funds (e.g., applications to Private Foundations, State
agencies that will subaward (subgrant) federal funds).
(f) GRANTEE shall calculate, document and record the organization's
program income, if applicable. Federal Uniform guidance outlines the requirements that
pertain to program income at 2 CFR 200.307. Recipients may add program income to
their Federal award. The program income must be used for the purposes and under the
conditions of the Federal award.
14. Nondiscrimination.
(a) To the extent required by controlling federal, state, and local law,
GRANTEE 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, GRANTEE agrees as follows:
(b) GRANTEE 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.
(c) GRANTEE 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. GRANTEE 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 GRANTEE'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. GRANTEE agrees to post in conspicuous
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places, available to employees and applicants for employment, notices setting forth the
provision of this nondiscrimination clause.
(d) GRANTEE will, in all solicitations or advertisements for employees
placed by or on behalf of GRANTEE 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.
(e) GRANTEE will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or understanding, a
notice advising such labor union or workers' representatives of the GRANTEE's
commitment under this section and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
(f) If GRANTEE should subcontract all or any portion of the services to
be performed under this Agreement, GRANTEE shall cause each subcontractor to also
comply with the requirements of this Section 15.
15. Independent Contractor.
(a) In the furnishing of the services provided for herein, GRANTEE is
acting solely as an independent contractor. Neither GRANTEE, nor any of its officers,
agents, or employees shall be deemed an officer, agent, employee, joint venturer,
partner, or associate of the City for any purpose. The City shall have no right to control
or supervise or direct the manner or method by which GRANTEE shall perform its work
and functions. However, the City shall retain the right to administer this Agreement so as
to verify that GRANTEE is performing its obligations in accordance with the terms and
conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture
between GRANTEE and the City. GRANTEE shall have no authority to bind the City
absent the City's express written consent. Except to the extent otherwise provided in this
Agreement, GRANTEE shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, GRANTEE and
its officers, agents, and employees shall have absolutely no right to employment rights
and benefits available to City employees. GRANTEE shall be solely liable and
responsible for all payroll and tax withholding and for providing to, or on behalf of, its
employees all employee benefits including, without limitation, health, welfare, and
retirement benefits. In addition, together with its other obligations under this Agreement,
GRANTEE shall be solely responsible, indemnify, defend and save the City harmless
from all matters relating to employment and tax withholding for and payment of
GRANTEE's employees, including, without limitation, (i) compliance with Social Security
and unemployment insurance withholding, payment of workers' compensation benefits,
and all other laws and regulations governing matters of employee withholding, taxes and
payment; and (ii) any claim of right or interest in the City's employment benefits,
Page 11 of 30
UUUUORJ. I I CI ivviu JC IU. l F1U-7orH-5 I r / V VOOLLOU
Agreement # VIP12223-12
entitlements, programs and/or funds offered employees of the City whether arising by
reason of any common law, de facto, leased, or co -employee rights or other theory. It is
acknowledged that during the term of this Agreement, GRANTEE may be providing
services to others unrelated to the City or to this Agreement.
16. 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. Notices may also be delivered via email with written
confirmation of receipt.
17. BindinEl. Once this Agreement is signed by all parties, it shall be binding
upon, and shall inure to the benefit of, all parties, and each parties' respective heirs,
successors, assigns, transferees, agents, servants, employees, and representatives.
18. Assignment.
(a) This Agreement is personal to GRANTEE and there shall be no
assignment by GRANTEE of its rights or obligations under this Agreement without the
prior written approval of the City Manager or designee. Any attempted assignment by
GRANTEE, its successors or assigns, shall be null and void unless approved in writing
by the City Manager or designee.
(b) GRANTEE hereby agrees not to assign the payment of any monies
due GRANTEE from the City under the terms of this Agreement to any other individual(s),
corporation(s), or entity(ies). The City retains the right to pay any and all monies due the
GRANTEE directly to the GRANTEE.
19. Compliance With Law. In providing the services required under this
Agreement, GRANTEE shall at all times comply with all applicable laws of the United
States, including but not limited to, the Americans with Disabilities Act (42 U.S.C. § 12101
et seq.), the State of California and the City, and all other applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory agencies,
now in force and as they may be enacted, issued, or amended during the term of this
Agreement. In addition, GRANTOR elects to receive funds from the Secretary under
ARPA and will use the funds in a manner consistent with such section.
20. 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.
Page 12 of 30
L/UUUJ1YJ I CI I VCIupt, IU. OliMI,UJC I - I I I N-'4 / MJ-uorH-v I r / UVOJLLO:)
Agreement # VIP12223-12
21. Governing Law and Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction. Venue
for purposes of the filing of any action regarding the enforcement or interpretation of this
Agreement and any rights and duties hereunder shall be Fresno County, California.
22. Headings. The section headings in this Agreement are for convenience
and reference only and shall not be construed or held in any way to explain, modify or
add to the interpretation or meaning of the provisions of this Agreement.
23. Severability. The provisions of this Agreement are severable. The
invalidity, or unenforceability of any one provision in this Agreement shall not affect the
other provisions.
24. Interpretation. The parties acknowledge that this Agreement in its final
form is the result of the combined efforts of the parties and that, should any provision of
this Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party, but rather by
construing the terms in accordance with their generally accepted meaning.
25. 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.
26. Exhibits. Each exhibit and attachment referenced in this Agreement is, by
the reference, incorporated into and made a part of this Agreement.
27. Precedence of Documents. In the event of any conflict between the body
of this Agreement and any exhibit or attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and conditions
expressed within the exhibit or attachment. Furthermore, any terms or conditions
contained within any exhibit or attachment hereto which purport to modify the allocation
of risk between the parties, provided for within the body of this Agreement, shall be null
and void.
28. 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.
29. No Third -Party Beneficiaries. The rights, interests, duties, and obligations
defined within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary in this
Agreement, it is not intended that any rights or interests in this Agreement benefit or flow
to the interest of any third parties.
30. 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
Page 13 of 30
uUGUJIyI I CI IVCIuytv mi. o% hm%,uJC!- I I IMai!F1u-yOr M-y I r! uuOJLLOu
Agreement # VIP12223-12
and supersedes all prior negotiations, representations or agreements, either written or
oral. This Agreement may be modified only by written instrument duly authorized and
executed by both the City and GRANTEE.
[SIGNATURES FOLLOW ON NEXT PAGE]
Page 14 of 30
Uul:uo Iyll mIvuiupt; ILJ. o%,m%.rUJC/-I I Ir! VUouGLou
Agreement # VIP12223-12
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
Docasignod by:
By: n--x- 3/28/2023
4959CVW74430...
Aaron A. Aguirre Date
PARCS Director, City of Fresno
APPROVED AS TO FORM:
RINA M. GONZALES
Interim City Attorney
OcculSiigned by;
By: 'GiL4Y iear. 10/10/2022 ,F 20 4
Taylor W. Rhoan Date
Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
DocuSigncu by:
By: -r" r�euy 3/28/2023
Deputy
"i Date
Addresses:
CITY:
City of Fresno
Attention: Aaron Aguirre, Director
Parks, After School, Recreation and
Community Services
1515 Divisadero Street
Fresno, CA 93721
Phone: (559) 621-2900
FAX: (559) 475-1575
Email: PARCSContracts@Fresno.gov
TRAUMA RESEARCH AND EDUCATION
FOUNDATION OF FRESNO,
a California nonprofit corporation
B rDocuSigned by:
3aaiu VMS A&V
Name: James Davis MD
Title: President of TREFF
(If corporation or LLC., Board Chair, Pres.
or Vice Pres.)
DocuSgned by:
By:
Name: Rachel vanNoy
Title: secretary
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
TRAUMA RESEARCH AND
EDUCATION FOUNDATION OF
FRESNO:
Attention: Rachel vanNoy
Address: 2823 Fresno St
Fresno, CA 93121
Phone: (559) 559 459 3718
Email: rvannoy@communi tymedi cal. org
Page 15 of 30
UUUUJIIJ. 11 CI IVCIUF u ILI. Ol..M1.iU JC/- I I IH-'4I HU-vorM-u I r I UUOJLCOU
Agreement # VIP12223-12
Attachments:
1. Exhibit A — Scope of Work, Schedule, Budget and Performance Metrics
2. Exhibit B —Insurance Requirements
3. Exhibit C — Conflict of Interest Disclosure Form
4. Exhibit D — Risk Assessment
5. Exhibit E — Disclosure of Project Funding
Page 16 of 30
UUI:UJlyI I CI Ivu,upC IU. o%,tA1.r LJJC/- I I IH-'4/ mu-vor/1-v 1 r / UUourt-o 1
EXHIBIT A
Agreement # VIP12223-12
SCOPE OF WORK BUDGET & PERFORMANCE METRICS
Page 17 of 30
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