HomeMy WebLinkAboutFresno Housing - Consultant Services - 07.01.23DocuSign Envelope ID: OAFA9B74-BF8F-4AAF-8703-CABDO72ED43F
AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT (Agreement) is made and entered into effective upon
execution by both parties on July 1. 2023 (the Effective Date), by and
between the City of Fresno, a municipal corporation (City), and Fresno Housing, a
California Corporation (the Consultant).
RECITALS
WHEREAS, the City desires to obtain professional HOMELESS MANAGEMENT
INFORMATION SYSTEM (HMIS) services for the HOMELESS HOUSING ASSISTANCE
AND PREVENTION (HHAP) Program, and
WHEREAS, the Consultant is engaged in the business of furnishing services as
the HMIS Lead Agency for the Fresno/Madera Continuum of Care and hereby represents
that it desires to and is professionally and legally capable of performing the services called
for by this Agreement; and
WHEREAS, the Consultant acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19;
and
WHEREAS, this Agreement will be administered for the City by its Office of
Planning and Development (the Administrator) or its designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and premises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. Scope of Services. The Consultant shall perform to the satisfaction of the
City the services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be
effective from the date first set forth above (the Effective Date) and shall continue in full
force and effect through June 30, 2024, subject to extension or any earlier termination in
accordance with this Agreement. The services of the Consultant as described in Exhibit
A are to commence upon the Effective Date and shall be completed in a sequence
assuring expeditious completion, but in any event, all such services shall be completed
prior to expiration of this Agreement and in accordance with any performance schedule
set forth in Exhibit A.
3. Compensation.
(a) The Consultant's sole compensation for satisfactory performance of
all services required or rendered pursuant to this Agreement shall not exceed Forty Eight
Thousand Nine Hundred Thirty Nine Dollars ($48,939.00). Such fee includes all expenses
incurred by the Consultant in performance of the services and as outlined in the Scope of
Services.
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(b) Detailed statements shall be rendered quarterly for services
performed in the preceding three months and will be payable in the normal course of the
City's business.
(c) The parties may modify this Agreement to increase or decrease the
scope of services or provide for the rendition of services not required by this Agreement,
which modification shall include an adjustment to the Consultant's compensation. Any
change in the scope of services must be made by written amendment to the Agreement
signed by an authorized representative for each party. The Consultant shall not be
entitled to any additional compensation if services are performed prior to a signed written
amendment.
4. Termination, Remedies and Force Maieure.
(a) This Agreement shall terminate without any liability of the City to the
Consultant upon the earlier of: (i) the Consultant's filing for protection under the federal
bankruptcy laws, or petition for receiver commenced by a third party against the
Consultant; (ii) seven calendar days prior written notice with or without cause by the City
to the Consultant; (iii) the City's non -appropriation of funds sufficient to meet its
obligations hereunder during any City fiscal year of this Agreement, or insufficient funding
for the Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement,
The Consultant shall (i) immediately stop all work hereunder; (ii) immediately cause any
and all of its subcontractors to cease work; and (iii) return to the City any and all unearned
payments and all properties and materials in the possession of the Consultant that are
owned by the City. Subject to the terms of this Agreement, the Consultant shall be paid
compensation for services satisfactorily performed prior to the effective date of
termination. The Consultant shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of the Consultant to
satisfactorily perform in accordance with the terms of this Agreement, the City may
withhold an amount that would otherwise be payable as an offset to, but not in excess of,
the City's damages caused by such failure. In no event shall any payment by the City
pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement
which may then exist on the part of the Consultant, nor shall such payment impair or
prejudice any remedy available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the Consultant, the City may
(i) exercise any right, remedy (in contract, law or equity), or privilege which may be
available to it under applicable laws of the State of California or any other applicable law;
(ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii)
recover all direct, indirect, consequential, economic, and incidental damages for the
breach of the Agreement. If it is determined that the City improperly terminated this
Agreement for default, such termination shall be deemed a termination for convenience.
(e) The Consultant shall provide the City with adequate written
assurances of future performance, upon the Administrator's request, in the event the
Consultant fails to comply with any terms or conditions of this Agreement.
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(f) The Consultant shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of the Consultant and without its
fault or negligence such as, acts of God or the public enemy, acts of the City in its
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe weather, and delays of common carriers. The Consultant shall notify the
Administrator in writing as soon as it is reasonably possible after the commencement of
any excusable delay, setting forth the full particulars in connection therewith, and shall
remedy such occurrence with all reasonable dispatch, and shall promptly give written
notice to the Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by the
Consultant pursuant to this Agreement shall not be made available to any individual or
organization by the Consultant without the prior written approval of the City. During the
term of this Agreement, and thereafter, the Consultant shall not, without the prior written
consent of the City, disclose to anyone any Confidential Information. The term
"Confidential Information" for the purposes of this Agreement shall include all proprietary
and confidential information of the City, including but not limited to business plans,
marketing plans, financial information, materials, compilations, documents, instruments,
models, source or object codes, and other information disclosed or submitted, orally, in
writing, or by any other medium or media. All Confidential Information shall be and remain
confidential and proprietary in the City.
(b) Any and all writings and documents prepared or provided by the
Consultant pursuant to this Agreement are the property of the City at the time of
preparation and shall be turned over to the City upon expiration or termination of the
Agreement. The Consultant shall not permit the reproduction or use thereof by any other
person except as otherwise expressly provided herein.
(c) If the Consultant should subcontract all or any portion of the services
to be performed under this Agreement, the Consultant shall cause each subcontractor to
also comply with the requirements of this Section 5.
(d) This Section 5 shall survive expiration or termination of this
Agreement.
6. Level of Skill. It is further mutually understood and agreed by and between
the parties hereto that inasmuch as Consultant represents to City that Consultant and its
subcontractors, if any, are skilled in the profession and shall perform in accordance with
the standards of said industry necessary to perform the services agreed to be done by it
under this Agreement, City relies upon the skill of Consultant and its subcontractors, if
any, to do and perform such services in a skillful manner and Consultant agrees to thus
perform the services and require the same of any subcontractors. Therefore, any
acceptance of such services by City shall not operate as a release of Consultant or any
subcontractors from said industry and professional standards.
7. Indemnification. To the furthest extent allowed by law, the Consultant shall
indemnify, hold harmless, and defend the City and each of its officers, officials,
employees, agents, and volunteers from any and all loss, liability, fines, penalties,
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forfeitures, costs and damages (whether in contract, tort or strict liability, including but not
limited to personal injury, death at any time and property damage), and from any and all
claims, demands, and actions in law or equity (including reasonable attorney's fees,
litigation expenses, and costs to enforce this agreement) that arise out of, pertain to, or
relate to the negligence, recklessness, or willful misconduct of the Consultant, its
principals, officers, employees, agents, or volunteers in the performance of this
Agreement.
If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall require each subcontractor to
indemnify, hold harmless, and defend the City and each of its officers, officials,
employees, agents, and volunteers in accordance with the terms of the preceding
paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, the Consultant shall pay for
and maintain in full force and effect all insurance as required in Exhibit B, which is
incorporated into and part of this Agreement, with an insurance company(ies) either
(i) admitted by the California Insurance Commissioner to do business in the State of
California and rated no less than "A-VII" in Best's Insurance Rating Guide, or (ii) as may
be authorized in writing by the City's Risk Manager or designee at any time and in his/her
sole discretion. The required policies of insurance as stated in Exhibit B shall maintain
limits of liability of not less than those amounts stated therein. However, the insurance
limits available to the City, its officers, officials, employees, agents, and volunteers as
additional insureds, shall be the greater of the minimum limits specified therein or the full
limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, the
Consultant or any of its subcontractors/sub-consultants fail to maintain any required
insurance in full force and effect, all services and work under this Agreement shall be
discontinued immediately, and all payments due or that become due to the Consultant
shall be withheld until notice is received by the City that the required insurance has been
restored to full force and effect and that the premiums therefore have been paid for a
period satisfactory to the City. Any failure to maintain the required insurance shall be
sufficient cause for the City to terminate this Agreement. No action taken by the City
pursuant to this section shall in any way relieve the Consultant of its responsibilities under
this Agreement. The phrase "fail to maintain any required insurance" shall include,
without limitation, notification received by the City that an insurer has commenced
proceedings, or has had proceedings commenced against it, indicating that the insurer is
insolvent.
(c) The fact that insurance is obtained by the Consultant shall not be
deemed to release or diminish the liability of the Consultant, including, without limitation,
liability under the indemnity provisions of this Agreement. The duty to indemnify the City
shall apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of indemnification
to be provided by the Consultant. Approval or purchase of any insurance contracts or
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policies shall in no way relieve from liability nor limit the liability of the Consultant, its
principals, officers, agents, employees, persons under the supervision of the Consultant,
vendors, suppliers, invitees, consultants, sub -consultants, subcontractors, or anyone
employed directly or indirectly by any of them.
9. Conflict of Interest and Non -Solicitation.
(a) Prior to the City's execution of this Agreement, the Consultant shall
complete a City of Fresno conflict of interest disclosure statement in the form as set forth
in Exhibit C. During the term of this Agreement, the Consultant shall have the obligation
and duty to immediately notify the City in writing of any change to the information provided
by the Consultant in such statement.
(b) Consultant shall comply, and require its subcontractors to comply,
with all applicable (i) professional canons and requirements governing avoidance of
impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and
regulations including, without limitation, California Government Code Section 1090 et.
seq., the California Political Reform Act (California Government Code Section 87100 et.
seq.) and the regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any
time, upon written request of the City, the Consultant shall provide a written opinion of its
legal counsel and that of any subcontractor that, after a due diligent inquiry, the
Consultant and the respective subcontractor(s) are in full compliance with all laws and
regulations. The Consultant shall take, and require its subcontractors to take, reasonable
steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving
rise to the appearance of a conflict of interest, the Consultant shall immediately notify the
City of these facts in writing.
(c) In performing the work or services to be provided hereunder, the
Consultant shall not employ or retain the services of any person while such person either
is employed by the City or is a member of any City council, commission, board,
committee, or similar City body. This requirement may be waived in writing by the City
Manager, if no actual or potential conflict is involved.
(d) Consultant represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this
Agreement or any rights/benefits hereunder.
(e) Consultant and any of its subcontractors shall have no interest, direct
or indirect, in any other contract with a third party in connection with this Project unless
such interest is in accordance with all applicable law and fully disclosed to and approved
by the City Manager, in advance and in writing. Notwithstanding any approval given by
the City Manager under this provision, Consultant shall remain responsible for complying
with Section 9(a), above.
(f) If the Consultant should subcontract all or any portion of the work to
be performed or services to be provided under this Agreement, the Consultant shall
include the provisions of this Section 9 in each subcontract and require its subcontractors
to comply therewith.
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(g) This Section 9 shall survive expiration or termination of this
Agreement.
10. Recycling Program. In the event the Consultant maintains an office or
operates a facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, the Consultant at its sole cost and expense shall:
(i) Immediately establish and maintain a viable and ongoing recycling
program, approved by the City's Solid Waste Management Division, for
each office and facility. Literature describing the City recycling programs is
available from the City's Solid Waste Management Division and by calling
the City of Fresno Recycling Hotline at (559) 621-1111.
(ii) Immediately contact the City's Solid Waste Management Division at
(559) 621-1452 and schedule a free waste audit, and cooperate with such
Division in their conduct of the audit for each office and facility.
(iii) Cooperate with and demonstrate to the satisfaction of the City's Solid Waste
Management Division, the establishment of the recycling program in
paragraph (i) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required
of the City within the body of this Agreement, and not otherwise specifically provided for,
shall be effective only if signed by the Administrator or designee.
(b) Records of the Consultant's expenses pertaining to the Project shall
be kept on a generally recognized accounting basis and shall be available to the City or
its authorized representatives upon request during regular business hours throughout the
life of this Agreement and for a period of three years after final payment or, if longer, for
any period required by law. In addition, all books, documents, papers, and records of the
Consultant pertaining to the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If any litigation,
claim, negotiations, audit, or other action is commenced before the expiration of said time
period, all records shall be retained and made available to the City until such action is
resolved, or until the end of said time period whichever shall later occur. If the Consultant
should subcontract all or any portion of the services to be performed under this
Agreement, the Consultant shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 11(b) shall survive expiration or termination
of this Agreement.
(c) Prior to execution of this Agreement by the City, the Consultant shall
have provided evidence to the City that the Consultant is licensed to perform the services
called for by this Agreement (or that no license is required). If the Consultant should
subcontract all or any portion of the work or services to be performed under this
Agreement, the Consultant shall require each subcontractor to provide evidence to the
City that subcontractor is licensed to perform the services called for by this Agreement
(or that no license is required) before beginning work.
12. Nondiscrimination. To the extent required by controlling federal, state, and
local law, the Consultant shall not employ discriminatory practices in the provision of
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services, employment of personnel, or in any other respect on the basis of race, religious
creed, color, national origin, ancestry, physical disability, mental disability, medical
condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled
veteran, or veteran of the Vietnam era. Subject to the foregoing and during the
performance of this Agreement, the Consultant agrees as follows:
(a) Consultant will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the
Vietnam era be excluded from participation in, be denied the benefits of, or be subject to
discrimination under any program or activity made possible by or resulting from this
Agreement.
(b) Consultant will not discriminate against any employee or applicant
for employment because of race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran, or veteran of the Vietnam era. The Consultant
shall ensure that applicants are employed, and the employees are treated during
employment, without regard to their race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, sex, age, sexual
orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. Such
requirement shall apply to the Consultant's employment practices including, but not be
limited to, the following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation;
and selection for training, including apprenticeship. The Consultant agrees to post in
conspicuous places, available to employees and applicants for employment, notices
setting forth the provision of this nondiscrimination clause.
(c) Consultant will, in all solicitations or advertisements for employees
placed by or on behalf of the Consultant in pursuit hereof, state that all qualified applicants
will receive consideration for employment without regard to race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of
the Vietnam era.
(d) Consultant will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or understanding, a
notice advising such labor union or workers' representatives of the Consultant's
commitment under this section and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
(e) If the Consultant should subcontract all or any portion of the services
to be performed under this Agreement, the Consultant shall cause each subcontractor to
also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, the Consultant
is acting solely as an independent contractor. Neither the Consultant, nor any of its
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officers, agents, or employees shall be deemed an officer, agent, employee, joint
venturer, partner, or associate of the City for any purpose. The City shall have no right
to control or supervise or direct the manner or method by which the Consultant shall
perform its work and functions. However, the City shall retain the right to administer this
Agreement so as to verify that the Consultant is performing its obligations in accordance
with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture
between the Consultant and the City. The Consultant shall have no authority to bind the
City absent the City's express written consent. Except to the extent otherwise provided
in this Agreement, the Consultant shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, the Consultant
and its officers, agents, and employees shall have absolutely no right to employment
rights and benefits available to City employees. The Consultant shall be solely liable and
responsible for all payroll and tax withholding and for providing to, or on behalf of, its
employees all employee benefits including, without limitation, health, welfare, and
retirement benefits. In addition, together with its other obligations under this Agreement,
the Consultant shall be solely responsible, indemnify, defend and save the City harmless
from all matters relating to employment and tax withholding for and payment of the
Consultant's employees, including, without limitation, (i) compliance with Social Security
and unemployment insurance withholding, payment of workers' compensation benefits,
and all other laws and regulations governing matters of employee withholding, taxes and
payment; and (ii) any claim of right or interest in the City's employment benefits,
entitlements, programs and/or funds offered employees of the City whether arising by
reason of any common law, de facto, leased, or co -employee rights or other theory. It is
acknowledged that during the term of this Agreement, the Consultant may be providing
services to others unrelated to the City or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under
the terms of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation of
receipt, or sent by United States registered or certified mail, with postage prepaid, return
receipt requested, addressed to the party to which notice is to be given at the party's
address set forth on the signature page of this Agreement or at such other address as the
parties may from time to time designate by written notice. Notices served by United
States mail in the manner above described shall be deemed sufficiently served or given
at the time of the mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all
parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each
parties' respective heirs, successors, assigns, transferees, agents, servants, employees,
and representatives.
16. Assignment.
(a) This Agreement is personal to the Consultant and there shall be no
assignment by the Consultant of its rights or obligations under this Agreement without the
prior written approval of the City Manager or designee. Any attempted assignment by the
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Consultant, its successors or assigns, shall be null and void unless approved in writing
by the City Manager or designee.
(b) The Consultant hereby agrees not to assign the payment of any
monies due the Consultant from the City under the terms of this Agreement to any other
individual(s), corporation(s), or entity(ies). The City retains the right to pay any and all
monies due the Consultant directly to the Consultant.
17. Compliance With Law. In providing the services required under this
Agreement, the Consultant shall at all times comply with all applicable laws of the United
States, including but not limited to, the Americans with Disabilities Act (42 U.S.C. § 12101
et seq.), the State of California and the City, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory agencies,
now in force and as they may be enacted, issued, or amended during the term of this
Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision
of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions of this
Agreement may be waived unless in writing and signed by all parties to this Agreement.
Waiver of any one provision herein shall not be deemed to be a waiver of any other
provision herein.
19. Governinq Law and Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction. Venue
for purposes of the filing of any action regarding the enforcement or interpretation of this
Agreement and any rights and duties hereunder shall be Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or add to
the interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisions of this Agreement are severable. The
invalidity, or unenforceability of any one provision in this Agreement shall not affect the
other provisions.
22. Interpretation. The parties acknowledge that this Agreement in its final form
is the result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved
by construing this Agreement in favor of or against either party, but rather by construing
the terms in accordance with their generally accepted meaning.
23. Attorney's Fees. If either party is required to commence any proceeding or
legal action to enforce or interpret any term, covenant or condition of this Agreement, the
prevailing party in such proceeding or action shall be entitled to recover from the other
party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by
the reference, incorporated into and made a part of this Agreement.
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25. Precedence of Documents. In the event of any conflict between the body
of this Agreement and any exhibit or attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and conditions
expressed within the exhibit or attachment. Furthermore, any terms or conditions
contained within any exhibit or attachment hereto which purport to modify the allocation
of risk between the parties, provided for within the body of this Agreement, shall be null
and void.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
27. No Third Party Beneficiaries. The rights, interests, duties, and obligations
defined within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary in this
Agreement, it is not intended that any rights or interests in this Agreement benefit or flow
to the interest of any third parties.
28. Extent of Agreement. Each party acknowledges that they have read and
fully understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter hereof
and supersedes all prior negotiations, representations or agreements, either written or
oral. This Agreement may be modified only by written instrument duly authorized and
executed by both the City and the Consultant.
29. The City Manager, or designee, is hereby authorized and directed to
execute and implement this Agreement.
[SIGNATURES FOLLOW ON THE NEXT PAGE]
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IN WITNESS WHEREOF, the parties
have executed this Agreement at Fresno,
California, on the day and year first above written.
CITY OF FRESNO,
A California municipal corporation
D,o`cuSigned by:
By r�
Georgeanne A. White, City Manager
City Manager's Office
APPROVED AS TO FORM:
ANDRE[�WJANZ
City II[Fgggy, by:
By: .[,SL� Su(o 8/7/2023
Kelsey A. Seib Date
Deputy City Attorney
ATTEST:
TODD SrrT{ERMER, CMC
tld
City tK'gn d by:
By: fi" gOWE 8/9/2023
Date
Deputy
Addresses:
CITY:
City of Fresno
Attention: Joe Pasillas
Housing and Neighborhood Revitalization
Manager
2600 Fresno Street, CH3N
Fresno, CA 93721
Phone: (559) 621-8053
FRESNO HOUSING
a California corporation
❑ocu%gned by:
By: �Vbv�t waid, myiw
Tyrone Roderick Williams
Name.
Title: CEO
(If corporation or LLC., Board Chair, Pres.
or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
CONSULTANT:
Fresno Housing
Attention: Tyrone Roderick Williams
Chief Executive Officer
1331 Fulton Street
Fresno, CA 93721
Phone: (559) 443-8400
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
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EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (the City)
And Fresno Housing (the Consultant)
Services to be Provided
Fresno Housing (Consultant) is the HMIS lead for the Fresno/Madera CoC, the counties
of Fresno and Madera, and the City of Fresno. The CITY is entering into an agreement
with the Consultant to provide the following scope of services for each CITY funded HHAP
program:
1) Confirm and procure the number of HMIS User annual licenses specified below
2) Set up new users in HMIS
3) If needed, obtain licenses for and set up new users with the Advanced Reporting
Tool available
4) Provide training on data collection and data entry
5) Provide technical support in
a. HMIS Setup
b. New Project Setup
C. Custom Report Creation, if feasible
d. Data Monitoring, Analysis, and Review
e. Training Development
f. HMIS Consulting
g. Other HMIS Services
6) Consultation and Technical Support from HMIS Vendor
In addition, Consultant is expected to coordinate with and provide assistance to the CITY
on HHAP program administration and reporting.
Programs to Which Consultant Will Provide Services
Agency
Project Name
Project
Type
Project
ID
Est. number
of licenses*
Poverello House
Family Advocacy Navigation
_
Services
3849
4
Poverello House
Family Advocacy Navigation
Services
3850
4
Poverello House
Hope Team 3
Outreach
3918
4
Hope Point Triage Center
Poverello House (Clarion)
Shelter
Navigation
3994
3839
5
4
_
Fresno EOC Homeless Youth Services
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Homeless Youth Bridge
Bridge
4
Fresno EOC
Housing
Housinq
3829
Homeless Youth Bridge
Bridge
4
Fresno EOC
Housing Expansion
Housing
3973
Bridge
4
Fresno EOC
HOPE Youth Bridge Housing_Housing
3974
FHA /TPOCC
Journey Home/Victory Village
Shelter
3899
5
Elevate
5
Community
Services
Travel Inn
Shelter
3909
Mental Health
4
Systems
Fresno Home Triage
I Shelter
1 3815
*Kli imhar of actimatari
licancac is cuhiart to change hased on the needs of the Droiects
throughout the
contract but will not exceed the total number of licenses (47)
Project Budget
Consultant will invoice CITY on a quarterly basis based on services provided in the previous three months
according to the following Service Rates Table:
HMIS License Schedule of Fees
Service Typical Needs _Cost
HMIS User Initial Setup/ User Profile
Maintenance (1 ho
HMIS User Annual License Fee
Annual HMIS Training
Data Collection & Data Ent 4 hrs
Ongoing System -Wide Training
(minimum 3 hrs/year)
Once per user, per year $56.00
One license per person, per $293.15
year
Provided 1-on-1 or in groups $224.00
Provided in groups 1 $168.00
Data Monitoring, Analysis, & Review Monthly review and as needed $168.00
(minimum 3 hrs/year)
Total Annual User Cost per user/year $909.15
NOTE: Staff time rate is $56/hr for the dates 7/1 /22 to 6/30/23. This hourly rate is subject to change on an
annual basis.
Service
Typical Needs
HMIS Technical Support:
HMIS Setup
New Project Setup
Custom Report Creation 4-16 hours
Data Monitoring, Analysis, & Review per issue
Training Development
HMIS Consulting
Other HMIS Services
Cost
7/1/23 to 6/30/24: $58/hour
7/1/24 to 6/30/25: $60/hour
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HDIS Quarterly Reporting
Consultation and Technical Support
Fees from HMIS Vendor for
Non -HUD Funded Programs
1-4 hours
per upload
As required by
program needs
7/1/23 to 6/30/24: $100/hour
7/1/24 to 6/30/25: $102/hour
at cost,
limited to amount
pre -authorized by
Department
*These fees are based upon actual software license fees set by the HMIS software vendor. In the event
fees modestly increase during the term of this agreement, actual fees may be paid upon documentation of
the increase. Documentation of user services will provided per service transaction.
Estimated HMIS Costs Through June 2024
Item
Amount
Total
HMIS Licenses
47 HMIS users
$42,730
HMIS Technical Support
20 hrs
$1,160
HDIS Quarterly Reporting
6 hrs
$600
Administrative fee
10% of contact
$4,449
Totals
$48,939
Project Schedule
Consultant agrees to work with each program as quickly as possible to ensure HMIS
access and ability to enter City funded HHAP program data, and to generate required
reports. All programs are expected to have HMIS access and reporting abilities by
6/30/2023.
City staff must submit HMIS Report Request forms at least 10 business days in advance
of the deadline, and should consult with the HMIS team when allocating new funding to
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review reporting requirements and set reporting frameworks and schedules as early in
implementation as possible.
Performance Measurement
CITY will monitor Consultant performance on a regular basis using the following criteria:
1. Adherence to the June 30, 2023 HMIS implementation and reporting deadline for
all CITY HHAP funded programs.
2. Accurate program reports generated on a monthly basis from HMIS.
3. Timely response to CITY and CITY HHAP funded providers on reported bugs or
issues with HMIS software/system.
4. Timely response to questions from CITY HHAP funded providers on questions
about the HMIS system or configured reports.
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Exhibit B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City)
and Fresno Housing (Consultant) for Homeless Management Information System
(HMIS) under the Homeless Housing Assistance and Prevention (HHAP) Program
MINIMUM SCOPE OF INSURANCE
(a) Throughout the life of this Agreement, Consultant shall pay for and maintain in full
force and effect all insurance as required herein with an insurance company(ies)
either (i) admitted by the California Insurance Commissioner to do business in the
State of California and rated no less than "A-VII" in the Best's Insurance Rating
Guide, or (ii) as may be authorized in writing by City's Risk Manager or designee
at any time and in its sole discretion. The required policies of insurance as stated
herein shall maintain limits of liability of not less than those amounts stated therein.
However, the insurance limits available to City, its officers, officials, employees,
agents, and volunteers as additional insureds, shall be the greater of the minimum
limits specified therein or the full limit of any insurance proceeds to the named
insured.
(b) If at any time during the life of the Agreement or any extension, Consultant or any
of its subcontractor 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 Consultant shall be withheld until notice
is received by City that the required insurance has been restored to full force and
effect and that the premiums therefore have been paid for a period satisfactory to
City. Any failure to maintain the required insurance shall be sufficient cause for
City to terminate this Agreement. No action taken by City pursuant to this section
shall in any way relieve Consultant of its responsibilities under this Agreement.
The phrase "fail to maintain any required insurance" shall include, without
limitation, notification received by City that an insurer has commenced
proceedings, or has had proceedings commenced against it, indicating that the
insurer is insolvent.
(c) The fact that insurance is obtained by Consultant shall not be deemed to release
or diminish the liability of Consultant, including, without limitation, liability under the
indemnity provisions of this Agreement. The duty to indemnify City shall apply to
all claims and liability regardless of whether any insurance policies are applicable.
The policy limits do not act as a limitation upon the amount of indemnification to
be provided by Consultant. Approval or purchase of any insurance contracts or
policies shall in no way relieve from liability nor limit the liability of Consultant,
vendors, suppliers, invitees, consultants, subcontractor or anyone employed
directly or indirectly by any of them.
Coverage shall be at least as broad as:
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The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on
an occurrence form and shall provide coverage for "bodily injury," "property
damage" and "personal and advertising injury" with coverage for premises and
operations (including the use of owned and non -owned equipment), products and
completed operations, and contractual liability (including, without limitation,
indemnity obligations under the Agreement) with limits of liability not less than
those set forth under "Minimum Limits of Insurance."
2. The most current version of Commercial Auto Coverage Form CA 00 01, providing
liability coverage arising out of the ownership, maintenance or use of automobiles
in the course of your business operations. The Automobile Policy shall be written
on an occurrence form and shall provide coverage for all owned, hired, and non -
owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to
CONSULTANT'S profession.
MINIMUM LIMITS OF INSURANCE
CONSULTANT, or any party the CONSULTANT subcontracts with, shall maintain limits of liability
of not less than those set forth below. However, insurance limits available to CITY, its officers,
officials, employees, agents and volunteers as additional insureds, shall be the greater of the
minimum limits specified herein or the full limit of any insurance proceeds available to the named
insured:
COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed
under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
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5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event CONSULTANT purchases an Umbrella or Excess insurance policy(ies) to meet the
"Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no less
coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance
policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY, its
officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
CONSULTANT shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and CONSULTANT shall also be responsible for payment of any self -
insured retentions. Any deductibles or self -insured retentions must be declared to on the
Certificate of Insurance, and approved by, the CITY'S Risk Manager or his/her designee. At the
option of the CITY'S Risk Manager or his/her designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self -insured
retentions as respects CITY, its officers, officials, employees, agents and
volunteers; or
(ii) CONSULTANT shall provide a financial guarantee, satisfactory to CITY'S
Risk Manager or his/her designee, guaranteeing payment of losses and
related investigations, claim administration and defense expenses. At no
time shall CITY be responsible for the payment of any deductibles or self -
insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed
to contain, the following provisions:
CITY, its officers, officials, employees, agents and volunteers are to be covered as
additional insureds. CONSULTANT shall establish additional insured status for the
City and for all ongoing and completed operations by use of ISO Form
CG 20 10 11 85, CG 20 26 0413, or CG 20 10 0413 or by an executed manuscript
insurance company endorsement providing additional insured status as broad as
that contained in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection
afforded to CITY, its officers, officials, employees, agents and volunteers. Any
available insurance proceeds in excess of the specified minimum limits and
coverage shall be available to the Additional Insured.
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3. For any claims relating to this Agreement, CONSULTANT'S insurance coverage
shall be primary insurance with respect to the CITY, its officers, officials,
employees, agents and volunteers. Any insurance or self-insurance maintained
by the CITY, its officers, officials, employees, agents and volunteers shall be
excess of CONSULTANT'S insurance and shall not contribute with it.
CONSULTANT shall establish primary and non-contributory status by using ISO
Form CG 20 01 04 13 or by an executed manuscript insurance company
endorsement that provides primary and non-contributory status as broad as that
contained in ISO Form CG 20 01 04 13.
The Workers' Compensation insurance folic is to contain, or be endorsed to contain, the
following provision: CONSULTANT and its insurer shall waive any right of subrogation against
CITY, its officers, officials, employees, agents and volunteers.
If the Professional Liability Errors and Omissions insurance policy is written on a claims -made
form:
The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by CONSULTANT.
2. Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the Agreement work or termination of the
Agreement, whichever occurs first, or, in the alternative, the policy shall be
endorsed to provide not less than a five (5) year discovery period.
3. If coverage is canceled or non -renewed, and not replaced with another claims -
made policy form with a retroactive date prior to the effective date of the Agreement
or the commencement of work by CONSULTANT, CONSULTANT must purchase
"extended reporting" coverage for a minimum of five (5) years completion of the
Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for review.
5. These requirements shall survive expiration or termination of the Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage shall not
be cancelled, non -renewed, reduced in coverage or in limits except after thirty (30) calendar days
written notice by certified mail, return receipt requested, has been given to CITY. CONSULTANT
is also responsible for providing written notice to the CITY under the same terms and conditions.
Upon issuance by the insurer, broker, or agent of a notice of cancellation, non -renewal, or
reduction in coverage or in limits, CONSULTANT shall furnish CITY with a new certificate and
applicable endorsements for such policy(ies). In the event any policy is due to expire during the
work to be performed for CITY, CONSULTANT shall provide a new certificate, and applicable
endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to
the expiration date of the expiring policy.
Should any of the required policies provide that the defense costs are paid within the Limits of
Liability, thereby reducing the available limits by any defense costs, then the requirement for the
Limits of Liability of these polices will be twice the above stated limits.
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The fact that insurance is obtained by CONSULTANT shall not be deemed to release or diminish
the liability of CONSULTANT, including, without limitation, liability under the indemnity provisions
of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification
to be provided by CONSULTANT. Approval or purchase of any insurance contracts or policies
shall in no way relieve from liability nor limit the liability of CONSULTANT, its principals, officers,
agents, employees, persons under the supervision of CONSULTANT, vendors, suppliers,
invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or indirectly
by any of them.
VERIFICATION OF COVERAGE
CONSULTANT shall furnish CITY with all certificate(s) and applicable endorsements effecting
coverage required hereunder. All certificates and applicable endorsements are to be received
and approved by the CITY'S Risk Manager or his/her designee prior to CITY'S execution of the
Agreement and before work commences. All non -ISO endorsements amending policy coverage
shall be executed by a licensed and authorized agent or broker. Upon request of CITY,
CONSULTANT shall immediately furnish City with a complete copy of any insurance policy
required under this Agreement, including all endorsements, with said copy certified by the
underwriter to be a true and correct copy of the original policy. This requirement shall survive
expiration or termination of this Agreement.
SUBCONTRACTORS - If CONSULTANT subcontracts any or all of the services to be performed
under this Agreement, CONSULTANT shall require, at the discretion of the CITY Risk Manager
or designee, subcontractor(s) to enter into a separate side agreement with the City to provide
required indemnification and insurance protection. Any required side agreement(s) and
associated insurance documents for the subcontractor must be reviewed and preapproved by
CITY Risk Manager or designee. If no side agreement is required, CONSULTANT shall require
and verify that subcontractors maintain insurance meeting all the requirements stated herein and
CONSULTANT shall ensure that CITY, its officers, officials, employees, agents, and volunteers
are additional insureds. The subcontractors' certificates and endorsements shall be on file with
CONSULTANT, and CITY, prior to commencement of any work by the subcontractor.
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Homeless Management Information System (HMIS) services
YES*
NO
1
Are you currently in litigation with the City of Fresno or any of
❑
❑
its agents?
you represent any firm, organization or person who is in
El
ElDo
r32
litigation with the City of Fresno?
Do you currently represent or perform work for any clients who
❑
❑
do business with the City of Fresno?
4
Are you or any of your principals, managers or professionals,
owners or investors in a business which does business with
❑
❑
the City of Fresno, or in a business which is in litigation with
the City of Fresno?
5
Are you or any of your principals, managers or professionals,
related by blood or marriage to any City of Fresno employee
❑
❑
who has any significant role in the subject matter of this
service?
6
Do you or any of your subcontractors have, or expect to have,
any interest, direct or indirect, in any other contract in
❑
❑
connection with this Project?
* If the answer to any question is yes, please explain in full below.
Explanation-
E Additional page(s) attached.
Lfii?v'avn W.t, & UJIMPAS
Signature
8/7/2023
Date
Tyrone Roderick Williams
(Name)
Fresno Housing
(Company)
Fresno H1331 Fulton St.
(Address)
Fresno, CA 97311
(City State Zip)