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HomeMy WebLinkAboutWestcare California Inc - Agreement - 05.01.23AGREEMENT Emergency Solutions Grant: THIS AGREEMENT is made and entered intothe 1st day of May, 2023, by and between the CITY OF FRESNO, a California municipal corporation (CITY), and WESTCARE CAL IFORNIA INC, a Cal iforn ia 501 (c)(3) note--for-profit Corporation (RECIPIENT). CITY and RECIPIENT are sometimes hereinafter referred to individually as a Parry and collectively as Parties. CITY has received a grant commitment from the United States Department of Housing and Urban Development (HUD) to administer and implementthe Emergency Solutions Grant (ESG) in the CITY of Fresno in accordance with the provisions of 24 CFR Part 576 et seq. and California law. The purpose of the ESG gran t is to provide assistance to the homeless and those at risk of becoming homelesstoquicklyregain stabilityin permanenthousingafterexperiencing a housing crisis and/or homelessness within the CITY. Then CITY issued a Notice of Funding Available (NOFA) on February 4, 2022 to solicit for proposals with specific plans to provide eligible ESG services in the areas of outreach, emergency shelter, homeless prevention assistanceto h ouseholdswho would otherwise become homeless, assistance to rapidly re -house persons who are homeless and related indirect costs (up to a di minimus indirect rate of 10% of modified total direct costs eligible underthe ESG award). The contractaward is contingentupon thefollowing conditions: The RECIPIENT is a member of the Fresno- Madera Continuum of Care. • The RECIPIENTshall submita quarterly ESG report to the City utilizing the attached Quarterly Report template. The RECIPIENT shall select clients through the Coordinated Entry System. The RECIPIENT must have a signed "Letter of Commitment" for matching funds and a ledger at the time of the execution of the contract and be able to demonstrate thatthey have access to matching fu ndsforeligible activities prior to contract execution. • The RECIPIENT shall provide client evaluations to determine eligibilityof other applicable programs and permanent housing solutions. In responseto the NOFA, RECIPIENT submitted a Proposal which included a Scope of Work and cost proposal (Budget) as described in Exhibits A and B respectively and represents it is capable and qualified to meet all the requirements of the NOFA and this Agreement. Pursuantto CITY Resolution No.2022-127 the CITY Manager is authorized to execute ESG Agreements, on behalf of the CITY, that are within available allocate ESG funding and in a standard form approved by the CITY Attorney. 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: ESG Agreement2023-4/2712023 ARTICLE 9 DEFINITIONS. Wherever used in this Agreement or any ofthe 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 his or her designee. C. "Bid Proposal" and "Proposal" shall mean RECIPIENT`s response to the NOFA including butnotlimited to the Budget, Scope of Work, certifications and all attachments and addenda. D. "Budget' shall mean RECIPIENT's Cost Proposal submitted with the Bid Proposal. E_ "CITY Manager" shall mean the CITY Managerof CITY. F. 'Comparable Database shall mean a required database for providers of services forvictims of domestic which is compliantwith HUD HMIS Data Standards. G. "Contract" or "Contract Documents" shall mean and refer to this Agreement including its exhibits andthe NOFA and Bid Proposal with all attachments and addenda th ereto. H. "ESG" shall mean the Emergency Solutions Grant as set forth in the ACT. I. "General Conditions" or "General Requirements" shall mean the General Requirements contained in the NOFA. J. "Di Minimus Indirect Rate" shall mean 10% of modified total direct cost (MTDC) and is further described at 2 CFR200.68 and CFR200.414(f) including referenced appendices. K. "HMIS" means the Homeless Management Information System. HMIS is the information system designated bythe 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 datafor individualsand families who are homeless or at risk of homelessness. L. "HMIS Data Standards" serve as the foundation for data base software construction, data entry, analysis and reporting. M. "HMIS System Administrator" shall mean the individual(s) whose job it is to manage the HMIS implementation at the local level, enrolling programs and managing appropriate use, supporting users through connection to, or direct provision of, user training, and overseeing system setup. N. "Modified Total Direct Cost" (MTDC) shall mean all ESG eligible direct salaries and wages, applicable fringe benefits, materials and supplies, services, travel, and ESG Agreement 2023 — 4/27/2023 2 subawards and subcontracts up to the first $25,000 of each subaward or subcontract regardless of the period of performance of the subawards and subcontracts underthe award. MTDC excludes equipment, capital expen ditu res, ch arges for patient care, rental costs, tuition remission, scholarships and fellowships, participantsupport costs and the portion of the subaward and subcontract in excess of $25,000. (2 CFR 200. 68). O. "Program" shall mean services provided under the Federal funding source. P. "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. Q. "Program income" for the specific purpose of this Agreement shall be as defined in the ACT. Unlessotherwise provided forin the ACT, program income shall include any and all gross income earned by or accruing to RECIPIENT in its pursulthereof provided that the term program income does not include rebates, credits, discounts or refunds realized by RECIPIENT in its pursuit hereof. R. "Project/ shalt mean the RECIPIENT'S operating name for distinctESG Program Component. S. "NOFA" shall mean the Request for Proposal Number2022-2023 Consolidated NOFA for the CITY of Fresno Emergency Solutions Grant dated February 2, 2022 including without limitation the general requirements, bidding requirements, all its attachments, appendices and addenda. T. Scope of Services or Services" shall mean those services submitted with RECIPIENT's bid proposal to be offered in fulfil[mentof the Program and included in Exhibit A. U. "Subaward" shall mean an award of Cityfunds provided by the RECIPIENTto a Subrecipient in order to carry out a part of RECIPIENT's program, program component and/or Project. V. Subcontractshall mean a RECIPIENT's agreement, with a vendor or subcontractor, which isselected in accordancewith the RECIPIENT's board -approved i procurement policy and Federal procurement and contracting requirements at 2 CFR 200.318 through 200.326. W. "Subrecipient" shall mean an entity that receives a Subaward from the j RECIPIENT to carry out a part of the program, program component andlor project, but shall not include an individual thatis a beneficiary of such program. A Subrecipientmay 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 I for CITY by Administrator who shall be RECIPIENT's point of contact and to whom RECIPIENT shall report. 2. scope of Services. RECIPIENT shall provide the Program in conformance with the Contract Documents and perform to the satisfaction of CITY those services set 1 forth in Exhibit A and services necessarily related or incidental thereto even though not ESG Agreement 2023-412712023 3 expressly set forth therein: 3. Effective Date and Term of Agreement. It is the intent of the Parties that this Agreement be effective as of the date first set forth above as to all terms and conditions of the Agreement. Services of RECIPIENT shall commence on May 1, 2023 and shall end April 30, 2024, which shall be the term of this Agreement, unless terminated earlier as provided herein. 4. Compensation_ and Method of Payment. CITY shall pay RECIPIENT the aggregate sum of not to exceed Two Hundred Forty Three Thousand Three Hundred Forty -One Dollars ($243,341) for satisfactory performance of the services rendered therefore and as set forth in Exhibit A 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 Agreementand shall be clearly identified and submitted by the RECIPIENTto the CITY with each requestfor reimbursement. The RECIPIENT'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 RECIPIENT's performance of services under this Agreement shall be borne by the RECIPIENT. If RECIPIENT should fail to comply with any provisions of this Agreement, CITY shall be relieved of its obligation for further compensation. Notwithstanding any payment provisions herein, RECIPIENT's failure to timely and properly submit required records and reports set forth in this Agreement may be cause for CITY to suspend or delay reimbursement payments to RECIPIENT. a. Payments shall be made by the CITY to RECIPIENT in arrears for services provided during the preceding month. Such paymentby CITY shall be made in the normal course of business,within 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 RECIPIENT in accordance with Exhibit B. Payments shall be made after receipt and verification of actual expenditures. All invoices are to be submitted CITY at the address given for notices on the signature page hereof or at such address the CITY may from time to time designate by written notice. b. The Administrator may, in his or her sole discretion, agree in writing to revise the payment schedule in subsection (a), above, upon RECIPIENT's showing that such will facilitate delivery of the services; provided, however, that total payments underthis Agreement shall not exceed the total amount provided for in subsection. G. Any funds paid by CITY hereunderwhich remain unearned at the expiration or earlier termination of the Agreement shall be, and remain in trust, the property of CITY and shall be remitted to CITY within 10 days of expiration or earlier termination of this Agreement. Any interest thereon must be credited to or returned to CITY. Upon any dissolution of RECIPIENT, all funds advanced pursuant to this Agreement and not expended shall be returned to CITY. d. CITY will not be obligated to make any payments under this Agreement if the requestfor payment is received by the CITY more than 60 days after the date of termination of this Agreement or the date of expiration of this Agreement, ESG Agreement 2023 — 412712023 4 wh i ch ever occurs first. e. RECIPIENT understands and agrees that the availability of ESG Funding hereunder is subject to the control of HUD and should the ESG Funding be encumbered, withdrawn, or otherwise made unavailable to CITY whether earned or promised to RECIPIENT andfor should CITY in any fiscal year hereunder fail to appropriate said funds, CITY shall not provide said fu ndsto RECIPIENT unlessand until they are made available for payment to CITY by HUD and CITY receives and appropriates said Funds. No otherfunds owned orcontrolled by CITY shall be obligated under this Agreementto tha project(s). Should sufficient fu nds n ot be appropriated, the Services provided may be modified, or this Agreement terminated, at any time by the CITY as provided in section 10 below. f. RECIPIENT shall use the funds provided by CITY solely for the purpose of providing the services required under subsection 2 of this Agreement. 5, Progressive Ex enditureand Re uestfor Payment Deadlines. In order to expend the HU❑ ESG funding in a timely manner, the SUBRECIPIENTshall expend 25% of the Grant Award by July 31, 2023; 50% of the Grant Award by October 31, 2023; 75% of the Grant Award by Jan uary 31, 2024, and 100% of the Grant Award by April 30, 2024. SUBRECIPIENTshall make Progressive Reimbursement Request Deadlinesof eligible HOPWA expenditures within 30 days of the respective Progressive Expenditure Deadlines. SUBRECIPIENTshall make reimbursement requests no later than 30 days after Progressive Expenditure Deadlines as follows: a request for reimbursement of an amount not less than 25% of the Grant Award's allowed cost must be made by August 30, 2023; a request for reimbursement of an amount not less than 50% of the Grant Award's allowed cost must be made by November 30, 2023; a request for reimbursement of an amountnotless than 75% of the Grant Award's allowed cost must be made by February28, 2024; and a requestfor reimbursementof an amountnotless than 100% of the Grant Award's allowed cost must be made by May 31, 2024. Failure to meet the expenditure deadlines as outlined in Exhibit D will resultin the recapture of an amount equal to the difference between the required expenditure by the applicable deadline and the actual expenditure by the deadline. g. Matching Funds Requirements of RECIPIENT. RECIPIENT agrees to match all ESG funding disbursed to it by CITY on a dollar -far -dollar basis. Donat3ed funds, material and labor may be used as matching funds. Time contributed by volunteers shall be calculated pursuant to 42 CFR section 576.01 (e)(2) and any subsequent amendments. RECIPIENTshall deterrnine the value of donated material or building space using a method based on fair market value. Other federal funds maybe usedas match in gfunds unless expresslyprohibited bylaw or contract. Unlessotherwise provided by applicable law or contract, matching funds shall be applied in furtherance of the Scope of Work hereunder. Matching funds must be applied in furtherance of the services hereunder to qualify. 7, 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 RECIPIENT is suspended, reduced or withdrawn, then Administrator may suspend this Agreement immediately upon its receipt of noticethereof, or terminate this Agreementas provided ESG Agreement 2023— 4/27/2023 5 in Section 10 below. RECIPIENT shall notify CITY in writing within seven days if any of the following events occur: a. Suspension, reduction or withdrawal of RECIPIENTS funding by otherfunding source(s). b. Addition or resignation of any of RECIPIENTS Board of Director members. C. Resignation or termination of any of RECIPIENT'S staff, including those staff not funded by this Agreement but essential to the delivery of the services listed in Exhibit A. d. The Administrator may, in his or her sole discretion, stay such suspension of the Agreementfora period notto exceed 30 days to allow RECIPIENTto either (i) submit a new service or funding plan forevaluation byAdminlstrator who may accept or reject in his or her sole discretion, or (ii) complete an orderly phase out of services. If the Administrator accepts such new service or funding plan, then such plan will be subject to the requirements in Section 14 below. 8. 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. 9. Events of Default. When in the opinion of CITY, there is an occurrence of any one or more of the following provisions it will represent an Event of Default for purposes of this Agreement. a. An illegal or improper use of funds. b. A failure to comply with any term, covenant or condition of this Agreement. c. Report(s) are submitted to CITY which are incorrect or incomplete in any material respect. d. The services required hereunderare incapable of orare improperly being performed by RECIPIENT. e. Refusal of RECIPIENT to accept change under Section 17 f. RECIPIENT fails to maintain any required insurance. g. There is a loss of third -party funding (see Section 7 above). h. RECIPIENT files, or has filed against it, a petition of bankruptcy, insolvency, or similar law, state or federal, of filing any petition or answer seeking, consenting to, or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief, where such petition shall nothave been vacated within 14days; or if adjudicated bankruptoy insolvent, underany present or future statute, law, regulation understate or federal law, and judgment or decree is not vacated or set aside within 14 days. RECIPIENT's failure, inability or admission in writing of its inability ESG Agreement 2023-412712023 6 to pay its debts as they become due or RECIPIENT's assignment for the benefit of creditors. j. A receiver, trustee, or liquidator being appointed for RECIPIENT or any substantial part of RECIPIENT's assets or properties, and not removed within ten days. k. RECIPIENT's,breach of any other material condition, covenant, warranty, promise or representation contain ed in this Agreement not otherwise identified within this Section. 10. Termination and Remedies. Upon the occurrence of an Eventof Default, CITY shall give written notice RECIPIENT of the Event of Defaultby specifying (1) the nature of the eventor 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 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, RECIPIENTshallhave an additional 30 days to remedy such failure so long as RECIPIENT is diligently and in good faith pursuing such remedy. a. This Agreement shall terminate without any liability of CITY to RECIPIENT upon the earlier of: (i) the happening of an Event of Default by RECIPIENT and a failure to cure said Event of Defaultwithin the time specified in the notice of Event of Default; (ii) seven calendar days prior written notice without cause by CITY to RECIPIENT; (iii) CITY'S non -appropriation of funds sufficient to meet its obligations hereurider during any CITY fiscalyearof this Agreement, or insufficientfundingforthe services provided by RECIPIENT; or(ty) expiration of this Agreement. b. Immediately upon any termination or expiration of this Agreement, RECIPIENT shal 1 (1) Immediately stop all work h ereu nder; (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 RECIPIENT that are owned by CITY. Subject to the terms of this Agreement, RECIPIENT shall be paid compensation for services satisfactorily performed prior to the effective date of termination. RECIPIENT 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 RECIPIENT, CITY may I. exercise any right, remedy (in contract, law or equity), or privilege which may be available to it u nder 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 1 and inciden tal damages for th a breach of th a Agreeme nt. If it is determined that CITY improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. ESG Agreement 2023-412712023 7 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 defaultwhich may then exist on the part of RECIPIENT, nor shall such payment impair or prejudice any remedy available to CITY with respectto the breach ordefault. e. CITY expressly reserves the right to demand of RECIPIENT the repaymentto CITY of any funds disbursed to RECIPIENT underthis Agreement which, in the judgment of CITY, were not expended in accordance with the terms of this Agreement, and RECIPIENT agrees to promptly refund any such funds within 10 days of CITY'S written demand. 11. Indemnification. To the furthest extent allowed by law, RECIPIENT 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 attorn ey's fees and litigation expenses)that arise out of, pertain to, or relate to the negligence, recklessness orwillful misconductof RECIPIENT, its princiipals,officers, employees, agents or volunteersin the performance of this Agreement. If RECIPIENT should subcontract all or any portion of the services to be performed under this Agreement, RECIPIENT shall require each subcontractor to indemn ify, hold h armless and defend CITY an d each of its officers, off icials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. This section shall survive expiration or termination of this Agreement. 12. Insurance. a. Throughoutthe life of this Agreement, RECIPIENT shall pay for and maintain in full force and effect all insurance as required in Exhibit: E or as may be authorized in writing by CITY'S Risk Manager or his or her designee at anytime and in h is or her sole discretion. b. If at any time during the life of the Agreement or any extension, RECIPIENT or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to RECIPIENT shall be withheld until notice is received by CITY that the required insurance has been restor-ed to full force and effectand thatthe premiums therefore havebeen paid fora period satisfactory to CITY. Anyfailureto maintain the required insuranceshallbesufficientcausefor CITY to terminate this Agreement. No action taken by CITY pursuantto this section shall in any way relieve RECIPIENT of its responsibilities under this Agreement. The phrase "fall to maintain any required insurance" shall include, without limitation, notification received by CITY thatan insurerhas commenced proceedings, orhashad proceedings commenced against it, indicating thatthe insurer is insolvent. C. The fact that insurance is obtained by RECIPIENT shall not be deemed to release or diminish the liability of RECIPIENT, including, without limitation, liability underthe indemnity provisions of this Agreement. The duty to indemnify CITY ESG Agreement 2023 — 4127/2023 shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon theamountof indemnification to be provided by RECIPIENT. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of RECIPIENT, its principals, officers, agents, employees. persons underthe supervision of RECIPIENT, vendors, suppliers, invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or indirectly by any of them. d. Upon request of CITY, RECIPIENT 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 u n derwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. e. If RECIPIENT should su bcon tract at I or any portion of the services to be performed under this Agreement, RECIPIENT shaft require each su bcon tractor to provide insurance protection in favor of CITY and each of its officers, officials, employees, agents and volunteers in accordance with the germs of this section, except that any required certificates and applicable endorsements shall be on file with RECIPIENT and CITY prior to the commencement of any services by the subcontractor. 13. Qn-site Monitorin . Authorized representatives of HUD and/or the CITY shall have the right to monitor the RECIPIENTS performance under this Agreement. Such monitoring may include inspection activities, review of records, and attendance at meetings: RECIPIENT shall reasonably make its facilities, books, records, reports and accounts avail ablefor CITY's inspection in pu rsu it h ereof. This section 13 shall survive termination or expiration of this Agreement. 14, Records, Reports and Inspection. a. RECIPIENT 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, RECIPIENT 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 months after the RECIPIENT'sfiscal yearend. RECIPIENT shall be responsible for determining the applicability of the foregoing: I. On a quarterly basis, RECIPIENT shall submit to CITY, a report utilizing and completing the form attached as EXIBIT C — ESG Quarterly Report. The report shall be submitted within thirty days of the close of each quarter of the fiscal year for the duration of the Agreement. RECIPIENT shall ensure the ESG grant funds provided by GRANTEE are clearly identified as a subaward and include the following information: ESG Agreement 2023-4/2712023 9 • RECIPIENT NAME: WestCare California, Inc. • RECIPIENT ID (UEI #): CBQUXGEXW5Y7 • Federal Award Identification Number (ESG Grant#) Federal Award Date: • Period of Performance: May 1, 2023 — April 30, 2024 ■ Federal Funds Obligated by this Agreement: $243,341 • Total Federal Funds Obligated to RECIPIENT: $243,341 • Total Amountof the Federal Award: $630,908 • Federal Award project description: ESG Project Unite • Name of Federal awarding agency: Dept. of Housing Urban Development • Name of pass -through entity: CITY of Fresno, California • Award Official Contact Information: Name and Address • CFDA Number:14.231 • CFDA Name: Emergency Solutions Grant • Identification of R&D: No • Indirectcost rate forthe Federal award: Up to the di minimus 10%indirect cost rate allowed by CITY of Fresno ii. Annually, RECIPIENT shall submit report on clients served and activities assisted with ESG funds by uploading HMIS data within 10 days of receipt of the HUD Sage hyperlink into the Sage HMIS Reporting Repository. Ili. RECIPIENT shall maintain all records required by the Federal regulations specified in 24 CFR 576.500 iv. RECIPIENT shall retain such records for a period of five 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 auditfin dings involving the records have been resolved and final action taken. b. the RECIPIENT is notified in writing by the CITY to extend the retention period. V. RECIPIENT is to prepare written financial statements, and completed ESG Quarterly Report, each in theform attached hereto as Exhibit C incorporated herein, each covering matters pertaining to the Scope of Services contained in Exhibit A, to be submitted to CITY no later than the 30th of the month following the end of each quarter hereunderforthe duration hereof,absent CITY's priorwritten consentin cases of unusual circumstances asdetermined in the sole discretion of the CITY. b.' During thelifeofthisAgreementand for a period of five years after receipt of the final payment under this Agreement or the earlier termination of this ESG Agreement 2023 — 4/2712023 10 Agreement, whichever occurs later, RECIPIENT 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 auditand inspectall records, invoices, materials, payrolls, records of personnel, conditions of employment, and other data relating to all matters covered by this Agreement. RECIPIENT shall also permit and cooperate with on -site monitoring and personal interviews of participants, RECIPIENTS staff, and employees by Administrator and other CITY and/or HUD representatives, C. The RECIPIENT is required to participate in the Fresno Madera. Continuum of Care (FMCoC). Participation Is defined as attendance of the Member or the Alternate Member at a minimum of 75% of all FMCoC Director's meetings. RECIPIENT's attendance shall be confirmed through theBoard-approved minutesof the FMCoC Board of Directors' meeting. Recipientshall attach the most currently available monthly minutes of the FMCoC are to be attached to the ESG Quarterly Report. d. The RECIPIENT 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 AgainstWomen Act(VAWA). Reporting into the HMIS database or allowed comparable database is a requirement of ESG funding. RECIPIENTreporling must be consistent in format and data elemen t stru ctu re 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 RECIPIENT and used to collect data and report on outputs and outcomes as required by HUD. e. if RECIPIENT is a legal services or domestic violence victim services RECIPIENT, 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). RECIPIENT will work with the HMIS System Administrator to determine that the alternative database meets the standards for comparable client -level databases, including compliancewith the HMIS Data Standards which are acceptable to HUD and the CiTY. f. All data elements specified above in 14(e) must be recorded for each ESG project in HMIS and the fields needed to correctly generate the performance reports are required to be collected in the comparable database. g, The RECIPIENT is required to provide housing unit and client data to the CiTY of Fresno, ordesign ee, to include in thepoint in Time survey as administered by the Fresno -Madera Continuum of Care and as required by the HEARTH Act of 2009. This Section 14 shall survive expiration ortermination of this Agreement. ESG Agreement2023-412712023 11 i i 15.Subawards. The RECIPIENT shall not enter into anAgreement making a Subaward to a Subrecipient for any work contemplated under the Agreement without first obtaining the CITY's written approval of the Subaward Agreement. a. An executed copy of every such subcontract approved by the Administrator shall be provided to CITY prior to implementation for retention in CITY`s E files. b. RECIPIENT is responsible to CITY for the proper performance of ' any subcontract. No such subcontract shall relieve RECIPIENT of its obligations under T. this Agreement. G. Any subcontract shall be subject to all the terms and conditions of this Agreement. d. No officeror director of RECIPIENTshall have anydirector indirect financial interest in any subcontract made by RECIPIENT or in any loan, purchase of properly, or any other arrangement made by RECIPIENT, by whatever name known. 16. Conflict of Interest and Non -Solicitation. a. Prior to CITY`S execution of this Agreement, RECIPIENT shall complete a CITY of Fresno conflictof interest disclosure statement in the farm as set forth in Exhibit F. Daring the term of this Agreement, RECIPIENT shall have the obligation and dutyto immediately notify CITY inwriting of any change to the information provided by RECIPIENT in such statement. b. RECIPIENT 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 etseq.) and the regulations of the Fair Political Practices Commission concerning disclasr:re and disqualification (2 California Code of Regulations Section 18700 et seq.). At any time, upon written request of CITY, RECIPIENT shad provide a written opinion of its legal counsel and thato€ any subcontractor that, after a due diligent inquiry, RECIPIENTand the respective subcontractor(s) are in full compliance with all laws and regulations. RECIPIENTshall 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, RECIPIENT shall immediately notify CITY of these facts in writing. G. In performing the work or services to be provided hereunder, RECIPIENT shall not employ or retain the services of any person while such person either is employed by CITY or is a member of any CITY council, commission, board, committee, or similar CITY body or within one year of their termination therefrom. This requirement may be waived in writing by the CITY Manager, if no actual or potential conflict is involved. d. RECIPIENT 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. ESG Ag reemen t 2023 — 412712023 12 ARTICLE 2 FEDERAL REQUIREMENTS 17. RECIPIENT warrants, covenants and agrees, for itself and its contractors and subcontractors of all tiers, that it shall (romply with all applicable requirements of the Lead -Based Paint Poisoning Prevention Art of 42 U.S.C. 4821 et seq., 24 CFR Part 35 and 24 CFR982.4016), In this regard RECIPIENT shall be responsibleforall inspection, testing and abatement activities. a. The requirements, as applicable, of the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4845), the Residential Lead -Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851-4855) 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 occu pantsfrom the hazards associated with lead - based paint abatement procedures. b. The -RECIPIENT 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 Part8. C. RECIPIENT agrees to comply with the federal requirements set forth in 24 CFR Part 5, exceptas expiicitiymodifiedbelow, anduse of ernergencyshelter grant amounts must comply with the foilowing requirements: (a) Nondiscrimination and equal opportuni€y.The nondiscrimination and equaIopportunityrequirerrrentsat 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 shall include sleeping accommodations. ii. RECIPIENT shall make known that use of the facilities and Services are available to all on a nondiscriminatorybasis. If the procedures that the RECIPIENT 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 forsuch facilities and Services, the RECIPIENT must establish additional procedures that will ensure that such persons are made aware of the facilities and Services. The RECIPIENT 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. W. The RECIPIENT shall be responsible for complying with the policies, guidelines, and requirements of 24 CFR Part 85 (codified pursuant to OMB Circular No. A-102) and OMB Circular No. A-87, as they relate to the acceptance and use of ESG funding by CITY, and Nos. A-110 and A-122 as they relate to the acceptance and use of emergency shelter grant amounts by private nonprofit organizations. ESG Agreement 2023 — 412712023 13 d, The RECIPIENT will be responsible for all aspects project contract award and management including the advertising forbids and shall award the contract to the lowest responsible and responsible bidder. The RECIPIENT 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. e. RECIPIENT warrants, covenants and agrees that it shall perform the Services in a manner that doss not engage in in h erently religious activities and that does not engage in any prohibited activities described in 24 CFR 576.23. Without limitation, RECIP1ENTshatl not unlawfully discriminate on the basis of religion and shall not provide religious instruction or counseling, conduct religious services or worship, engage in religious proselyt€zing, or exert other religious influence in pursuit hereof. Subjectto the foregoing, RECIPIENT does notintendto utilize ESG fundingtoconstruct, rehabilitate or convert facilities owned primarily by religious organizations or to assist primarily religious organizations in acquiring or leasing facilities to the extent prohibited in 24 CFR 576,23. f. RECIPIENT shall perform the Services in compliance with, and not to cause or permit the Servicesto be in violation of, any existing orfutu re environmental: law, rule, regulation, ordinance, or statute. RECIPIENT agrees that, if CITY has reasonable grounds to suspect any such violation, RECIPIENT shall be entitled to thirty (30) days' notice and opportunityto cure such violation. If the suspected violation is not cured, CITY shall have the right to retain an independent consuitantto Inspectand test the subject facilities for such violation. If a violation is discovered, RECIPIENT shall pay for the cost of the 1ndependentcon sultant. g, The 2 CFR 200 Uniform Administrative Requirements, Cost Principals, and Audit Requirements for Federal Awards referenced in this Agreement are available at https://www.ecfr.gov/currenV itla-2/subtitle-A/chapter-illpart-200 18. Relocation. a. RECIPIENT 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 regulation simplementing the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA) (42 U.S.C.4601-4655). 19. Further Assurances. a. This Agreement, when executed and delivered, shall constitute the legal, valid, and binding obligations of RECIPIENT enforceable against RECIPIENT in accordance with its respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws of general applicability affecting the enforcement of creditors' rights generally and (b) the application of general principles of equity withoutthe joiner of any oth er party. ESG Agreement 2023 — 4/2712023 14 b. RECIPIENT represents and warrants as of the date hereof that RECIPIENT has obtained and, to the best of RECiPIENT's knowledge, is in compliance with all federal, state, and local governmental reviews, consents, authorizations, approvals, and licenses presently required by law to be obtalned by RECIPIENT for the Services as of the date hereof. c. In the performance of this Agreement, RECIPIENT shall promptly and faithfully comply with, conform to and obey the ACT and all amendments thereto, and shall maintain all facilitles hereunderin compliance with building, health and safety codes. d. RECIPIENT shall be solely responsible and liable forany recapture or repayment obligation imposed by HUD due to any act or omission of RECIPIENT in pursuit hereof. e. RECIPIENT acknowledges that RECIPIENT, not the CITY, is responsible for determining applicabilityof 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 mares 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. RECIPIENT further acknowledges that the CITY shall not be liable or responsible at law or in equity for any failure by RECIPIENT to comply with any such laws, regardless of whether the CITY knew or should have known of the need for such compliance, orwhetherthe CITY failed to notify RECIPIENT of the need for such compliance. f. RECIPIENT agrees to comply with the CITY's Fair Employment ry practices in the provision of the Services, Practices and shall not employ discriminato 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, x status as a veteran with disabilities or veteran of the Vietnam era, medical condition, or physical or mental disability. ARTICLE 3 GENERAL PROVISIONS 20. Amendment. This Agreement shall not be modified except by written amendment approved by the CITY Council and signed by the parties. Where it is determined by the Administrator that there is a need to make any change in the Program, services to be performed, fiscal procedures and system, or the terms and conditions of this Agreement (ncluding, without limitation, any changes necessary to comply with changes in federal, state, or local laws or regulations), refusal by RECIPIENT 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 arnount, approved by the Administrator in hisJher sole discretlon;(il) insubstantial changes in the nature or scope of services specified in this Agreement approved by the Administrator in his/her sole discretion; (iii)changes to the insurance requirements specified in Exhibit E approved by CiTY's Risk Managerin his ESG Agreement 2023 — 4/27/2023 15 or her sole discretion, and (iv) an extension to the term of the Agreement, not to exceed six months, in Administrator's sole discretion. 21. Public Information. RECIPIENT shall disclose all of its funding sourcesto CITY which, thereafter, will be public information. 22. CopyrightslPatents. a. If this Agreement results in a book or other copyrightable material, the author may seek any available copyright protection for the work u mess a work for hire. CITY reserves a royalty -free, nonexclusive, irrevocable and assignable license to reproduce, publish, or otherwise use, and to authorize others to use, all copyrighted material and all material which can be copyrighted. b. Any discovery or invention arising out of or developed in the course of work aided by this Agreement, shall promptly and fully be reported to CITY for determination by CITY as to whether patent protection on such invention or discovery, including rights thereto under any patent issued thereon (reserved henceforth onto CITY), shall be imposed and administered, in order to protect the public interest. 23. 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 furtherthe election or defeat of any ballot measure or candidate for public office. 24, Lobbying Prohibited. None of the funds provided underthis Agreement shall be used for publicity, lobbying or propaganda purposes designed to support or defeat legislation pending before any legislative body. 25. Third Party Beneficiaries. The rights, interests, duties and obligations defined within this Agreement are intended for the specificparties hereto as identified in the preamble of this Agreement. It is not intended that any rights or interests In this Agreement benefitorflow to the interest of any third parties. 26. Nondiscrimination. To the extent required by controlling federal, state and local law, RECIPIENT shall not employ discriminatory practices in the provision of services, employmentof personnel,orin anyotherrespect 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, RECIPIENT agrees asfollows: a. RECIPIENT 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 states, 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 underany program or activity made possible by or resulting from this Agreement. b. RECIPIENT wiII n ot discrimi n ate aga i n st a n y e mployee or applicant for employment because of race, religious creed, color, national origin, ancestry, ESG Agreemen12023 — 412712023 16 physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. RECIPIENT 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 disabi lity, men tai disabllity,medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirementshall apply to RECIPIENT'S employment practices I n clu ding, bu t n ot be limited to, the following: employment, upgrading, demotion ortransfer; recru itmen t or recruitment advertising; layoff or termination; rates of pay ❑r Other forms of compensation; and selection For training, including apprenticeship. RECIPIENT agrees to post in con spicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. C. RECIPIENTwill, in all solicitationsor advertisements forernployees placed by or on behalf of RECIPIENT in pursuithereof, state that all qualified applicants will receive consideration for employmentwith out regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. d. RECIPIENT 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 RECIPIENTS commitment under this section and shall post copies of the notice in employees and applicants for employment. conspicuous places available to 27. lnde endent Gontractor. a. In the furnishing of the services provided for herein, RECIPIENT is acting as an i n depen dent con tractor. Neither RECIPIENT, norany 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 man n er or meth od by which RECIPIENT shall perform its work and functions. � CITY shall retain the mis Agreement verify RECIPIENTis performingitsobligations naccordanc wi h he toms and con th ereof. f b. This Agreement does not evidence a partnership or joint venture bebmeen RECIPIENT and 0ITY. RECIPIENT shall have na authorityto bind CFY absent CITY'S express written consent. Except to the extent otherwise provided in this Agreement, RECIPIENT shall bear its awn costs and expenses in pursuitthereof. C. Because of its status as an independent contractor, RECIPIENT and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to CITY employees. RECIPIENT shall be solely liable and responsible forproviding to, oron behalf of, its employees all legally required employee benefits, In addition, RECIPIENT shall be solely responsible and save CITY harmless from all matters relating to payment of RECIPIENT'S employees, including, without i limitation, compliance with Social Security withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, ESG Agreement2023-4/27/2023 17 RECIPIENT maybe providing services to others unrelated to CITY or to this Agreement. 28. 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 designateby written notice. Notices served by UnitedStates mail in th e man n erabove described shall be deemed su fficiently served or given at the time of the mailing thereof. 29. 131ndin .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. 30. Assignment. a. This Agreement is personal to RECIPIENT and there shall be no assignmentby RECIPIENTof its rights or obligations under this Agreement without the prior written approval of the Administrator. Any attempted assignment by RECIPIENT, its successors or assigns, shall be null and void unless approved in writing by the Administrator. b. RECIPIENT hereby agrees not to assign the payment of any monies due RECIPIENT 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 RECIPIENT directly to RECIPIENT. 31. Com fiance with Law. In providing the services required under this Agreement, RECIPIENT 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, region at or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the life of this Agreement. 32, Waiver. The waiverby eitherParty of a breach by the otherof any provision of this Agreement shall not constitute a continuing waiveror 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 anyone provision herein shall not be deemed to be a waiverof any other provision herein. 33, Governing Law and Venue, This Agreement shall be governed by, and construed and enforced in accordance with, th e laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venueforpurposes of the filing ofany action regarding the enforcementor interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. 34. Headings. The Section headings in this Agreement are for conven ience and reference only and shall not be construed or held in anyway to explain, modify or add to the interpretation or meaning of the provisions of this Agreement. ESG Agreement 2023 — 4/27/2023 18 35. Severabilit. The provisionsofthis Agreement are severable. The invalidity or unenforceability of any one provision in this Agreement shall not affect the other provisions. 36. lnternretafion. The Parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties an d th at, 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 theirgenerally accepted meaning. 37. Attorneys Fees. If either Party is required to commence any proceeding or legal action to enforce or interpret anyterm, covenantor condition of thisAgreement, 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. 38. Exhibits. Each exhibitand attachment referenced in this Agreementis, by the reference, incorporated into and made a part of this Agreement. 39. Precedence of Documents. The order of precedence of documents shall be: (1) Rules and Regulations of Federal Agencies relating to the source of fundsfor 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 anycon flictappearsin 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 containers within any Exhibitor Attachment hereto which purport to modify the allocation of risk between the Parties, provided for with in the body of this Agreement, are null and void. 40. Cumula#iye Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all otherremedles at law orin equity. 41. Extent of A regiment Each party acknowledges that they have read and fully understand the con tents 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. [SIGNATURE APPEAR ON NEXT PAGE] ESG Agreement 2023 — 412712023 19 IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, Califomia, on the day and year first above written. CITY OF FRESNO, A California municipal corporation By: G r eanne A. White, Ci anager APPROVED AS TO FORM. ANDREW JANZ City Attorney By: �� 2r CUII /I t• (*1 Tracy N. P n ian Date Supervisin eputy City Attorney ATTEST: TODD STERMER, CIVIC City Clerk West Care California, Inc, a►.�3-- phi Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) �Vy vuw 2 Title: a (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) REVIEWED BY: By ) — Deputy Addresses: CITY: City of Fresno Attention: Karen Jenks 2600 Fresno Street Fresno, CA 93721 Phone: (559) 621-8507 RECIPIENT: WestCare California, Inc. Attention: Shawn Jenkins Deputy Chief Operating Western Region 1900 Gateway Blvd., Ste 100 Fresno, CA 93727 Phone: 559-251-4800 Attach men ts: 1. Exhibit A — Scope of Services 2. Exhibit B — Budget Summary 3. Exhibit C — ESG Quarterly Report 4. Exhibit D — Spending Plan 5. Exhibit E — Insurance Requirements 6. Exhibit F — Conflict of Interest Disclosure Form ESG Agreement 2023 — 412N2023 20 EXHIBIT A SCOPE OF SERVICES Agreement "Between" City of Fresno and WestCare California, Inc. Emer enc Solutions Grant Project Unite WestCare California, Inc. (WCCA) will provide a 12-month program for outreach, case management, navigation, and housing stabilization for Project Unite. The program will seek to serve eighteen (18) households with subsistence payments and case management. Seven (7) households will receive homeless prevention services and eleven (11) households will receive rental assistance. This program prioritizes the housing, health, and well-being of homeless and chronically homeless, extremely low-income (30% area median income) individuals, and those at risk of homelessness,with outregard for gender, sexual orientation, or disabillly and fulfills all criteria of Housing First. The project goals are to: 1) Establish supportive relationshipswith the street homeiesspopulation providing linkages and support to decrease the numberof persons experiencing unsheltered and chronic homelessness in Fresno; 2) Increase participants' income and ability to obtain and maintain permanent housing; 3) Assist participants in establishing and maintaining a healthy lifestyle. Project Unite aligns with the consolidated Plan's prioritization of homeless remediation. The plan's goal regarding homelessness is to provide assistance including shelter operations, rapid rehousing, and homelessness prevention. Project Unite provides homeless housing and homelessness prevention services including emergency shelter, bridge housing, housing relocation, rental assistance, and housing stabilization. The plan also prioritizes aiding low-income and special needs households through linkages to care and access to substance use disorder treatment services and case management services which are all provided by WCCA. WCCA alsofulfillsthe plan'sgoa'i of providing facilities through collaboration for persons with special needs, such as domestic violence victims, through a partnership with the Marjaree Mason Center. The target population is homeless individuals residing in the City of 1=resna and those at risk of homelessness. WCCA works with a broad network of community partners in the Fresno -Madera Continuum of Care and its Coordinated Entry system, a collaboration that also conducts street outreach. Potential participants are also identified through the WCCA programs including San Joaquin Valley Veterans and WCCA's own outreach staff. Project Unite also accepts walk-ins and referrals from Prioritization and Decision Assistance Tool (VI-SPADT). All contacts ESG Agreement 2023 — 4/27/2023 21 resulting from outreach or identification are entered into HMIS to prevent service duplication and ensure efficient, expedited service delivery. Case Managers immediately begin worsting with participants to develop Individual Service Plans (ISP) producing short and long-term goals, including care linkages. Initially, participants and case managers meet weekly or even daily, until the participants gain more stability in th eir livin g situ ation. Perman en t h ou sing Is obtained within 30- 60 days. Participants typically remain in the program forth reeto six months but can remain Ion ger, d epen di ng on individual needs. Addition al services includelife skilIs, literacy, and job -readiness programs, based on individual needs. WCCA's programs are evidence -based and trauma -informed. People experiencing homelessness face formidable barriers in their attempts to improve their housing stability. Lack of reliable transportation, need for childcare, lack of steady work history because of homelessness orinadequate preparation for employment, absence of technical skills, lack of benefits for which they may be eligible, and the inability to navigate complex systems can all impede housing stability. Project Unite mitigates these factors through comprehensive services including providing transportation to appointments orproviding mass transit passes, linking participantsto medical and mental health providers, substance usedisorder treatment, vocational and educational services, and assisting them in successfully enrolling in benefits forwhich they may be eligible. ESG Agreement 2023 — 4/27/2023 22 ESG Agreement 2023- 4/27/2023 EXHIBIT B BUDGET SUMMARY Agreement "Between" City of Fresno and WestCare California, Inc Emergency Solutions Grant Protect Unite 23 EXHIBIT C ESG QUARTERLY REPORT All blue background cells are to All gray background cells are to be locked on the base report be locked on the base report template template All green cells are to be locked after being filled in by P&D-HCD Staff All yellow background cells are to be left unlocked so that subrecipient can make entries Project Sponsor: Date of Contract Execution (mm/dd/xxxx) Period of Performance Start Date (mrn/dd/xx, Number of Persons Contacted Once Number of Persons 2- 5 Contacts Number of Persons 6-9 Contacts Number of Persons 10+ Contacts Total Number of Persons Served Number of Adults (Age 18 or Ovi Number of Children (Under Age ESG Agreement 2023 — 4/2M023 Activity(s): AccomplishmentYear (HUD 01/00/00 Program Year) 24 Period of Performance End Date (mmJdd/xxxx) Total Persons RR 2022 0 0 0 0 Number of Persons with Unknown Age Total Persons Served 0 0 Yes, Fleeing Domestic Violence 0 Not Fleeing Domestic Violence Chronically Homeless 0 0 0 Veteran 70 Non -Chronically Homeless 0 0 0 Veteran Total Veterans Served 01 Number of stayove rs from Prior Report Period Number0 Numberof Leavers 0 Number of Adult Leavers 0 Number of Adult and Head of Household Leavers Total Number of Leavers 0 ' 0 Number of Stayers 0 Number of Adult Stayers 0 Total Number of Stayers 0 0 0 to 7 days 0 0 8to14days 0 0 15 to 21 days 0 0 22 to 30 days 0 0 31 to 60 days 0 0 61 to 90 days 0 0 91 to 180 days 0 0 191 to 365 days 0 0 366 to 730 days (1-2 Yrs) 0 0 731 to 1,095 days (2-3 Yrs) 0 1,096 to 1,460 days (3-4 Yrs) 0 2,461 to 1,825 days (4-5 0 0 Yrs) 0 0 More than 1,825 days (> 5 Yrs) 0 Data Not Collected 0 0 0 Total Number of Chronically Homeless Persons Number of Youth Under Age 25 Number of Parenting Youth Under Age 25 with Children ESG Agreement 2023 — 4/27/2023 25 0 0 0 ESG Agreement 2023 — 412712023 26 Z Q 0 J a c) m_ Z x o X Z w uj a N 3 N � N N n � Np � N ~ N o » (»y VI �{► N EXHIBIT E INSURANCE REQUIREMENTS Agreement "Between" City of Fresno And WestCare California, Inc Emergency Solutions Grant Project Unite MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liabilitycoverage arising outof your bu sin ess operations. The Commercial General Liability policy shall be written on an occu rren ce 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 Automoblie Policy shall be written on an occu rren ce form and shall provide coverage for all owned, hired, and non -owned automobilesorotherIicensed 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 that Insures against liability arising out of the bodily injury, personal injury, and third -party property damage occurring because of the wrongful or negligent acts attributable to the RECIPIENT. MINIMUM LIMITS OF INSURANCE RECIPIENT, or any party the RECIPIENT subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named Insured: 1. COMMERCIAL. GENERAL LIABILITY: (i) $1,000,000 per occurren ce for bodily injury and property damage; (ii) $1,000,000 per occurren ce for personal and advertising Injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement. ESG Agreement 2023—41270023 28 2. COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accidentfor 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. 6. PROFESSIONAL LIABILITY: (i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy aggregate. UMBRELLA OR EXCESS INSURANCE In the event RECIPIENT purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "followform" and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess Insurance pollcy(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 RECIPIENTshall be responsible for payment of any deductibles contained inanyinsurance policy(! es) required herein and RECIPIENT 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 Man ageror designee. At the option of the CITY's Risk Manager or designee, either: (i) The insurershalI reduce or eliminate such deductibles or self -insured retentions as respects CITY, its officers, officials, employees, agents, and volunteers; or (ii) RECIPIENTshall provide a financial gu arantee, satisfactory to CITY's Risk Manageror designee, guaranteeing paymentof 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 PROV[SIONWEN DORSEMENTS The General Liability and Automobile Liabili 1r+surance olicies 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. RECIPIENTshall establish additional insured status for the City and for all operations by use of ISO Form CG 20 26 or by an executed manuscript Insurance company endorsement providing additional insured status as broad as thatcontalned in ISO Form CG 20 26 04 13. ESG Agreement 2023 — 4/27/2023 29 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, RECIPIENT'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 RECIPIENT's insurance and shall notcontribute with it, RECIPIENT shall establish primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsementthat provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 0413. The Workers' Compensation insurance policy is to contain, or be endorsed to contain, the following provision: RECIPIENT and its in surersh all waive any rightof su brogation against CITY, its officers, officials, employees, agents, and volunteers. If the Professional Liabifily policVlls written on a claims -made form: 1. The retroactive date must be shown, and mustbe before the effective date of the Agreement or the commencement of work by RECIPIENT. 2. Insurance must be maintained and evidence of insurance mustbe provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whicheveroccursfirst, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period. 3. If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by RECIPIENT, RECIPIENT must purchase "extended reporting" coverage for a minimum of five (5) years completion of the Agree men t work or termination of the Agreement, whichever occurs first. 4. A copy of the claims reporting requirements mustbe submitted to CITY for review. 5. These requirements shall survive expiration ortermination of the Agreement. All policies of insurer) required herein sh al I be endorsed to provide that the coverage shall not be cancelled, non -renewed, reduced in coverage or in limits except after thirty (30) calendardays written notice by certified mail, return receipt requested, has been given to CITY. RECIPIENT 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, RECIPIENT shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, RECIPIENT 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 anyof the required policies provide that the defense costs are paid within the Limits of liability, thereby reducing the available limits by anydefense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. ESG Agreement 2023 — 4127/2023 30 The fact that insurance is obtained by RECIPIENT shall not be deemed to release or diminish the liability of RECIPIENT, 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 RECIPIENT. Approval or purchase of any insurance contracts or policies shall in noway relieve from liability nor limit the liability of RECIPIENT, its principals, officers, agents, employees, persons underthe supervision of RECIPIENT, vendors, suppliers, invitees, consultant, sub -consultant, subcontractors, or anyone employed directly or indirectly by any of them. SUBCONTRACTORS If RECIPIENTsubcontracts anyor all of the services to be performed underthisAgreement, RECIPIENT will be solely responsible for ensuring that ifs subcontractors maintain insurance coverageat levelsno less than those required by applicablelaw and is customary in the relevant industry. VERIFICATION OF COVERAGE RECIPIENT shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the CITY'S Risk Manager or his/her designee prior to CITY'S execution of the Agreement and before work commences. All non -ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, RECIPIENT 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, ESG Ag reemen t 2023 — 412W2023 31 EXHIBIT F DISCLOSURE OF CONFLICT OF INTEREST Emerigency Solutions Grant Project Unite City of �lfC�r■ rn�:,�, Nu Cuntli[tof Ilaterest Ceftifi[ativn—>.1ljU{DBG,HOME,E'.GandHCiP1,Vt1I'fD�Iartts Conflict of hrterest Regulations may be found at: 24 CFR 92.356, 24 CFR Name of Subreepiem or Applicant 570.611, 24 CFR 574.625, 24 CFR 576.404, 2 CFR 112 and 2 CFR 318 (C)(1)1 Subseciplent or Applicant acknowledges and understands that, under HUD conflict of Interest rules under 24 CFR 923%, 24 CFR 570.631. 24 CFR 574.62S, 24 CFR 576.404, 2 CFR 112 and 2 CFR 318 (C)(1)), an employee, agent, consultant, officer, orelected or appointed oRidnl of the subredpient applicant or City of Fresno who exercises or has exercised arty funcdons or rrnsponslbilties with respect to activities assisted with CDBG, HOME, FSG or HOPWA funds or who is in a position to participate in a derision making pfatess or gain inside information with regard to these activities (each 'Covered Person'), may not obtain a financial Interest or benefit from a CDBG, HOME, LSO or HOPWA-assisted amvity, or have an interest in any contract, subcontractor agreement With respell thereto, or the proceedsthereunder, either for themselves or those with whom they have family or business ties, during their tenure odor. onaywrthereafter. SCiEL'r ONLY niE CERWI CAMU 11 CAT APPLI EST TWS AG R EEMCrfr OR AGRE U.I. MT O R.WPU CATION - GO NOT SIGR 6Qi"J Su bra cipierit or Applicant herebyrertifies that no "covered person° in its age nCry or -corporation Is current lya Cme►ed Person and has not been a Covered Person for a period of at least one (1) calendar year prior to Vie date of this agreement orapprrcatlom win wlLty s ano 3 Name Signature Date OR O Subrecipient or Applicant hereby certifies that subredpient%appri antorganintion lnc rs a Covered Person as defined aboYeL, or becauses AtetIpient/applirant has a family orbus'rness re latiomhip with a Covered Person. Narne Signature Date Pleaseprovide aseparate cenificatlon for each covered person" and sa]acttha type of coffered person. ©Employee CDAgent ElCortsuf6ant t7 Weer ElEtected 0fficia1 0Appal nted10ffirial The Covered Person is: 0 Subreciplenr/Applicant "covered person" ElFamily rrember-name: Iptease pri edeuM 0 Business associate -name: p—t dmry) A Covered Person does not autarnatically disqualify an eni ty 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 organizatfarr's agreement or application can bef ended. Aperson may become a "covered person" at any time du ring the imp] ementation process and this will include beneficiaries receiving assistance provided through this agreement or application who ate or have a relationship with a covered person of fha applicant or of City of Fresno. A new certification is required each time a covered patron Is identified. ESG A8 reement 2023 — 412712023 32 FRESNO CITY ATTORNEY'S OFFICE REQUEST FOR LEGAL SERVICE (RLS) Electronic RLS should be submitted to attorneys@fresno.gov *Project Thle (include address/names, etc.): PY 22 ESG City Attorney Office Control No.: WC Project Unite �2� — 0-1 y b Dept. Erika Lopez Contact: Phone #: 559-621-8403 Pick Up Contact: Erika Lopez Phone #: 559-621-8403 Standard completion time is 10 business days. For submission deadlines for specific Council meeting dates, please refer to the "Reports to Council Process Due Dates" schedule provided by the City Manager's Office. All RUSH submittals require an original signature from a Director or Assistant Director. Description of Legal Service Being Requested: Review and approval of the Program Year 2022 ESG WestCare Project Unite Agreement. Exhibit B is in the process of being updated by the subrecipient to align with the contract amount. Complete Sections Below: Fund #: 22085 Project ID: PC BU: Res Org #: 402165 Activity ID: C.O.: Type: Capital Improvement Project (CIP): Yes ❑ No ® (Response Required) Time Keeping Required for Billing or Reimbursement: Yes ® No ❑. (Response Required) The above numbers will be used to bill for costs incurred as a result of this request for legal service. At the request of the City Manager, no legal service can be provided unless this form is completed. If resubmitting documents, please attach a copy of this form and previous drafts. Estimates from the City Attorney available on request to cover all legal services and costs. When fee expenditures reach a certain level, a revised estimate for the completion of the project can be provided. I am authorized to request these services from the City Attorney and to identify the appropriate funding source and CIP designation, as appropriate, in the Sections above. There are now and will be for the duration of this project, sufficient funds in the accounts designated above to pay for the legal services requested. Planning & Development Assistant Director r� 4/18/2023 Department Title Authorized Ifepartment Signature Date Department Title Authorized Department Signature Resubmitted Date *When calling for project status, please reference the Project Title language used on RLS. Legal Services Request Form Rev January 2023 Page 1 of.1 M Tracy Parvanian From: Tracy Parvanian Sent: Monday, May 01, 2023 10:08 AM To: Erika Lopez Cc: Claudia Gabaldon Subject: ESG - Westcare - Project Unite Attachments: 5-1-23 clean PY 22 ESG Agrmnt - Westcare - Project Unite.docx; 5-1-23 redline PY 22 ESG Agrmnt - Westcare - Project Unite.docx Hi Erika, I've attached my comments and suggested redline changes to the Westcare ESG Agreement. We recently updated the ESG agreements and used the updated form (which includes all of your requested changes) and input the information from your outdated agreement. In the future, please start using the new 2023 form. Also note that you need to fill in the progressive expenditure deadlines. The provision was included but did not include any specific dates. Please review the redline and the clean version and let me know if you have questions or need anything further. Thank you. Tracy N. Parvanian Supervising Deputy City Attorney City Attorney's Office 2600 Fresno Street Fresno, CA 93721 (559) 621-7500 Tracy.Parvanian@fresno.gov CONFIDENTIAL ATTORNEY CLIENT COMMUNICATION AND ATTORNEY WORK PRODUCT Do not forward or produce pursuant to Public Records Act request. This e-mail message is intended only for the named addressee(s) and may contain privileged and confidential information that is protected pursuant the attorney -client privilege and the attorney work - product doctrine. Any dissemination, distribution or copying is strictly prohibited. If YOU received this e-mail message in error, please destroy the message, and notify the sender immediately by replying to this e-mail or by calling Tracy Parvanian at the number provided above. Thank you. Claudia Gabaldon From: Erika Lopez Sent: Monday, April 24, 2023 3:26 PM To: Attorneys Cc: Claudia Gabaldon; Tracy Parvanian Subject: RE: Request to review the PY 22 ESG WestCare agreement Attachments: PY 22 ESG WC RLS Form - January 2023.pdf; 2023-03-29 ESG WC PU Agreement42123.docx Hello, Please review the attached agreement to legal form it has been reviewed by risk and their revisions have been applied to the draft. Erika Lopez I Senior Management Analyst Community Development Division I Planning & Development 2600 Fresno Street I Fresno CA 93721 559.621.8403 Erika. Lope;@Fresno.gov From: Tracy Parvanian <Tracy. Parva nia n @fresno.gov> Sent: Wednesday, April 19, 2023 8:49 AM To: Erika Lopez <Erika.Lopez@fresno.gov>; Attorneys <Attorneys@fresno.gov> Cc: Claudia Gabaldon <Claudia.Gabaldon@fresno.gov> Subject: RE: Request to review the PY 22 ESG WestCare agreement Sounds good. Thanks! Tracy N. Parvanian Supervising Deputy City Attorney City Attorney's Office 2600 Fresno Street Fresno, CA 93721 (559) 621-7500 Tracy. Pa rvan ian@fresno_gov CONFIDENTIAL ATTORNEY CLIENT COMMUNICATION AND ATTORNEY WORK PRODUCT Do not forward or produce pursuant to Public Records Act request. This e-mail message is intended only for the named addressee(s) and may contain privileged and confidential information that is protected pursuant the attorney -client privilege and the attorney work - product doctrine. Any dissemination, distribution or copying is strictly prohibited. If you received this Personnel Services Department Risk Management Division Date Risk Recived:04/12/2023 CITY OF FRESNO RISK MANAGEMENT REQUEST FOR CONTRACT REVIEW Date 104/12/2023 Email: Phone Number: 559-396-5066 Project Title: PY 22 ESG WestCare Project Unite Department: Planning and Development Erika Lopez Contact Name: _ REVIEWED Completion Date Request: 04/21 /2023 By Heather Haupt at 11:15 am, Apr 21, 2023 Standard review time is 5-7 business days. Please advise if rush is needed. Brief Scope of Work: Please include any information you believe may be relevant when determining the level of risk. Related Agreements: The City will be contracting with WestCare to provide Rapid Rehousing and Homeless prevention activities I Has the City entered into any agreements with other parties that relate to this agreement (ex: Caltrans, BNSF, FID, etc.)? ❑ Yes (please attach agreement) 0 No Any Additional Information: N/A Questions? Contact Heather Haupt ,heather.haupt@fresno_gov x6905 J �b�