HomeMy WebLinkAboutGracebound, Inc Agreement For The Admin Of Coronavirus Hearth Emergency Solutions Grant Funds (E-20-MW-06-0001) 7-8-22 uuuu,JIylI CI IVCIVFIC IL).JOGMVUCC-IJMV V-'+/0'+-DO.'7/-VVCI,/ODVG004
AGREEMENT FOR THE ADMINISTRATION OF CORONAVIRUS HEARTH
EMERGENCY SOLUTIONS GRANT FUNDS (E-20-MW-06-0001)
THIS AGREEMENT is made and entered into effective July 8, 2022, by and between the
CITY OF FRESNO (CITY), and Gracebound, INC., (SUBRECIPIENT or Contractor), for
operation of a mobile shower trailer.
RECITALS
WHEREAS, the United States Department of Housing and Urban Development
(HUD has provided an allocation of HEARTH Emergency Solutions Grant-Coronavirus
(HESG or ESG) funds to the CITY under Coronavirus Aid, Relief and Economic Security
Act (CARES Act) (Public Law 116-136) to protect the health and safety of people
experiencing homelessness and reduce the spread of the COVID-19 outbreak; and
WHEREAS, the SUBRECIPIENT will operate a mobile shower trailer for the
purpose of helping people experiencing homelessness and reduce the spread of the
COVID-19 outbreak by providing a sanitary facility for homeless individuals to take care of
their hygienic needs while avoiding potential spread of COVID-19; and
WHEREAS, the SUBRECIPIENT hereby represents that it desires to and is
professionally and legally capable of operating the Mobile Shower Trailer to homeless
persons in matter consistent with HUD and CITY requirements; and
WHEREAS, this Agreement will be administered for the City by its City Manager
through the Planning and Development Department, Division of Housing and Community
Development or other designee of the City Manager.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions and premises hereinafter combined to be kept and performed by the
respective Parties, it is mutually agreed as follows:
ARTICLE 1
DEFINITIONS. Wherever used in this Agreement or any of the contract documents, the
following words shall have the meaning herein given, unless the context requires a
different meaning.
A. "ACT" — 24 CFR Part 576 et seq. as revised by the Emergency Solutions Grant
and Consolidated Plan Conforming Amendments Interim Rule, published in the Federal
Register on December 5, 2011 (76 Fed. Reg. 75954).
B. "Administrator" and "Contract Administrator" shall mean the Manager of the
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Housing and Community Development Division of the Planning and Development
Department of CITY or other designee of the City Manager.
C. `Budget" shall mean SUBRECIPIENT's Cost Proposal submitted with the Bid
Proposal.
D. "CARES ACT" shall mean Coronavirus Aid, Relief and Economic Security Act
(CARES Act) (Public Law 116-136)
E. "City Manager" shall mean the City Manager of the CITY.
F. "Contract" or "Contract Documents" shall mean and refer to this Agreement
including its exhibits.
G. "ESG" or "HESG" shall mean the HEARTH Emergency Solutions Grant as set
forth in the ACT.
H. "ESG-CV" shall mean the Emergency Solutions Grant provisions as set forth in
the CARES ACT.
I. "HMIS" means the Homeless Management Information System. HMIS is the
information system designated by the local Continuum of Care (CoC) to comply with the
requirements of CoC Program interim rule 24 CFR 578. It is a locally-administered data
system used to record and analyze client, service, and housing data for individuals and
families who are homeless or at risk of homelessness.
J. "Program" shall mean services provided under the Federal funding source.
K. "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.
L. "Program income" for the specific purpose of this Agreement shall be as defined
in the ACT. Unless otherwise provided for in the ACT, program income shall include any
and all gross income earned by or accruing to SUBRECIPIENT in its pursuit hereof
provided that the term program income does not include rebates, credits, discounts
or refunds realized by SUBRECIPIENT in its pursuit hereof.
M. "Progressive Expenditure Deadlines" for the specific purpose of this Agreement,
the progressive expenditure deadlines are: 100% of the grant award must be expended by
the termination of the agreement. Failure to meet these deadlines, will result in the recapture
of an amount equal to the difference between the required expenditure by the applicable
deadline and the actual expenditure by the applicable deadline.
N. "Progressive Reimbursement Request Deadlines" for the specific purpose of this
Agreement, the SUBRECIPIENT requests for reimbursement of eligible ESG-CV
expenditures must be made within 30 days of the respective Progressive Expensive
Deadlines. The Progressive Reimbursement Deadlines are: a request for
reimbursement of an amount not less than 100% of the grant award's allowed cost must
be made by the termination of the agreement.
O. "Proiect" shall mean the SUBRECIPIENT'S operating name for distinct ESG
Program Component.
P. "Recapture" shall mean the CITY may recapture up to 100% of SUBRECIPIENT's
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total ESG-CV award if SUBRECIPIENT has not requested reimbursement of 100% of
allowed ESG-CV costs through the termination of the agreement by the preceding month.
Q. "Scope of Services or Services" shall mean those services submitted with
SUBRECIPIENT's bid proposal to be offered in fulfillment of the Program and
included in Exhibit A.
R. Subaward shall mean an award of City funds provided by the SUBRECIPIENT
to a Subrecipient (2 CFR 200.330(a)) of the SUBRECIPIENT in order to carry out a part
of SUBRECIPIENT's administration of the Scope of Work.
S. Subcontract shall mean a SUBRECIPIENT's agreement, with a vendor or
subcontractor, which is selected in accordance with the SUBRECIPIENT's board-
approved procurement policy and Federal procurement and contracting requirements
at 2 CFR 200.318 through 200.326.
T. Subrecipient shall mean an entity that receives a Subaward from the
SUBRECIPIENT to carry out a part of the program, program component and/or project,
but shall not include an individual that is a beneficiary of such program. A
Subrecipient may also be a recipient of other grant awards directly from the CITY.
1. Contract Administration. This Agreement including all the Contract
Documents shall be administered according to the order of precedence set forth herein
for CITY by Administrator who shall be SUBRECIPIENT's point of contact and to
whom SUBRECIPIENT shall report.
2. Scope of Services. SUBRECIPIENT shall provide the Program in
conformance with the Contract Documents and perform to the satisfaction of CITY those
services set forth in Exhibit A and services necessarily related or incidental thereto even
though not expressly set forth therein.
3. Effective Date and Term of Agreement. It is the intent of the Parties that
this Agreement be effective as of July 8, 2022 and remain in effect until November 30,
2022. Services of SUBRECIPIENT shall begin July 08, 2022 and shall continue in full
force and effect on a month-to-month basis until the termination of this Agreement.
Services performed by SUBRECIPIENT shall be followed by a 30-day invoice and data
submission period which may be extended another 30 days for the SUBRECIPIENT to
have the opportunity to correct invoice documentation and accomplishment data errors
or deficiencies. The CITY will conduct its final close-out monitoring by or before
November 30, 2022.
4. Compensation and Method of Payment. CITY shall pay
SUBRECIPIENT the aggregate sum not to exceed FIFTY THOUSAND (50,000) for
satisfactory performance of the services rendered therefore and as set forth in Exhibit
B attached hereto and incorporated herein. Compensation is based on actual
expenditures, supported by properly executed payrolls, time records, invoices,
contracts, vouchers, orders, or any other accounting documents pertaining in whole or
in part to this Agreement and shall be clearly identified and submitted by the
SUBRECIPIENT to the CITY with each request for reimbursement. The
SUBRECIPIENT's request for reimbursement shall also be in accordance with the
Budget set forth in Exhibit B, the Progressive Expenditure Deadlines and Recapture
Provisions set forth in Article 1 section M and P. It is understood that all expenses
incidental to SUBRECIPIENT's performance of services under this Agreement shall be
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borne by the SUBRECIPIENT. If SUBRECIPIENT should fail to comply with any
provisions of this Agreement, including but not limited to the Progressive Expenditure
Deadlines or Progressive Reimbursement Request Deadlines. CITY shall be relieved
of its obligation for further compensation. Notwithstanding any payment provisions
herein, SUBRECIPIENT's failure to timely and properly submit required records and
reports set forth in this Agreement may be cause' for CITY to suspend or delay
reimbursement payments to SUBRECIPIENT.
Payments shall be made by the CITY to SUBRECIPIENT in arrears for services
provided during the preceding month. Such payment by CITY shall be made in the
normal course of business, generally within thirty (30) days after the date of receipt by
CITY of a correctly completed and supported invoice in accordance with the provisions
of this paragraph, and shall be for the actual expenditures incurred by
SUBRECIPIENT in accordance with Exhibit B. Payments shall be made after receipt
and verification of actual expenditures. All invoices are to be submitted to the CITY at
the address given for notices on the signature page hereof or at such address the CITY
may from time to time designate by written notice. The Administrator may, in his or her
sole discretion, agree in writing to revise the payment schedule in subsection (a), above,
upon SUBRECIPIENT's showing that such will facilitate delivery of the services;
provided, however, that total payments under this Agreement shall not exceed the total
amount provided for in subsection and the revision will not adversely impact the
Progressive Expenditure Deadline and result in a return of funds to HUD.
a. Any funds paid by CITY hereunder which remain unearned at the
expiration or earlier termination of the Agreement shall be, and remain in trust, the
property of CITY and shall be remitted to CITY within 10 days of expiration or earlier
termination of this Agreement. Any interest thereon must be credited to or returned to
CITY. All funds advanced pursuant to this Agreement and not expended shall be
returned to CITY.
b. CITY will not be obligated to make any payments under this
Agreement if the request for payment is received by the CITY more than 30 days after
the date of termination of this Agreement or the date of expiration of this Agreement,
whichever occurs first.
C. SUBRECIPIENT understands and agrees that the availability of
ESG-CV Funding hereunder is subject to the control of HUD and should the ESG-CV
funding be encumbered, withdrawn, or otherwise made unavailable to CITY whether
earned or promised to SUBRECIPIENT and/or should CITY in any fiscal year
hereunder fail to appropriate said funds, CITY shall not provide said funds to
SUBRECIPIENT unless and until they are made available for payment to CITY by HUD
and CITY receives and appropriates said Funds. No other funds owned or controlled
by CITY shall be obligated under this Agreement to the project(s). Should sufficient
funds not be appropriated, the Services provided may be modified, or this Agreement
terminated, at any time by the CITY as provided in section 8 below.
d. SUBRECIPIENT shall use the funds provided by CITY solely
for the purpose of providing the services required under Section 2 of this Agreement.
5. Loss of Third-Party Funding. In the event any funding provided by a party
other than CITY for the Program or services being performed by SUBRECIPIENT is
suspended, reduced or withdrawn, then Administrator may suspend this Agreement
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immediately upon its receipt of notice thereof, or terminate this Agreement as provided
in Section 8 below. SUBRECIPIENT shall notify CITY in writing within 7 days if any
of the following events occur:
a. Suspension, reduction or withdrawal of SUBRECIPIENT'S funding
by other funding source(s).
b. The CITY, in its sole discretion, may stay such suspension of the
Agreement for a period not to exceed 30 days to allow SUBRECIPIENT to either (i)
submit a new service or funding plan for evaluation by the CITY who may accept or
reject in its sole discretion, or (ii) complete an orderly phase out of services. If the
CITY accepts such new service or funding plan, then such plan will be subject to the
requirements in Section 13 below.
6. Disposition of Program Income. Absent the CITY's written consent,
any program income generated hereunder shall be used to reduce the CITY's
reimbursement obligations hereunder, or in the absence thereof promptly remitted
entirely to the CITY.
7. Events of Default. When in the opinion of CITY, there is an occurrence
of any one or more of the following provisions it will represent an Event of Default
for purposes of this Agreement.
a. An illegal or improper use of funds.
b. A failure to comply with any term, covenant or condition of this
Agreement. Report(s) are submitted to CITY which are incorrect or incomplete in any
material respect.
C. The services required hereunder are incapable of or are
improperly being performed by SUBRECIPIENT.
d. Refusal of SUBRECIPIENT to accept change under Section 18
e. SUBRECIPIENT fails to maintain any required insurance.
f. There is a loss of third-party funding (see Section 5 above).
g. SUBRECIPIENT's breach of any other material condition,
covenant, warranty, promise or representation contained in this Agreement not
otherwise identified within this Section.
8. Termination and Remedies. Upon the occurrence of an Event of Default,
CITY shall give written notice to SUBRECIPIENT of the Event of Default by specifying
(1) the nature of the event or deficiency giving rise to the default, (2) the action
required to cure the deficiency, if, in the sole discretion of CITY, any action to cure is
possible, and (3) if the Event of Default is curable, a date, which shall not be less
than thirty (30) calendar days from the date of the notice, by which such deficiency
must be cured, provided, however that if such failure cannot be remedied in such time,
SUBRECIPIENT shall have an additional thirty (30) days to remedy such failure
so long as SUBRECIPIENT is diligently and in good faith pursuing such remedy.
a. This Agreement shall terminate without any liability of CITY to
SUBRECIPIENT upon the earlier of: (i) the happening of an Event of Default by
SUBRECIPIENT and a failure to cure said Event of Default within the time specified in
the notice of Event of Default; (ii) 7 calendar days prior written notice without cause
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by CITY to SUBRECIPIENT; (iii) 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 services provided by SUBRECIPIENT; or (iv) expiration of
this Agreement.
b. Immediately upon any termination or expiration of this Agreement,
SUBRECIPIENT shall (i) immediately stop all work hereunder; (ii) immediately cause
any and all of its subcontractors to cease work; and (iii) return to CITY any and all
unearned payments and all properties and materials in the possession of
SUBRECIPIENT that are owned by CITY. Subject to the terms of this Agreement,
SUBRECIPIENT shall be paid compensation for services satisfactorily performed
prior to the effective date of termination. SUBRECIPIENT shall not be paid for any
work or services performed or costs incurred which reasonably could have been
avoided.
C. Upon any breach of this Agreement by SUBRECIPIENT, CITY
may
i. exercise any right, remedy (in contract, law or equity), or
privilege which may be available to it under applicable laws of the State
of California or any other applicable law;
ii. proceed by appropriate court action to enforce the terms of
the Agreement; and/or
iii. recover all direct, indirect, consequential, economic and
incidental damages for the breach of the Agreement. If it is determined
that CITY improperly terminated this Agreement for default, such
termination shall be deemed a termination for convenience.
d. In no event shall any payment by CITY pursuant to this Agreement
constitute a waiver by CITY of any breach of this Agreement or any default which may
then exist on the part of SUBRECIPIENT, nor shall such payment impair or prejudice
any remedy available to CITY with respect to the breach or default.
e. CITY expressly reserves the right to demand of
SUBRECIPIENT the repayment to CITY of any funds disbursed to SUBRECIPIENT
under this Agreement which, in the judgment of CITY, were not expended in
accordance with the terms of this Agreement, and SUBRECIPIENT agrees to promptly
refund any such funds within 10 days of CITY'S written demand.
9. Level of Skill: Subcontractors.
a. SUBRECIPIENT may, at its sole discretion, subcontract any of the
services required under this Agreement, in compliance with the terms of this
Agreement. It is further mutually understood and agreed by and between the parties
hereto that inasmuch as SUBRECIPIENT represents to City that SUBRECIPIENT and its
subcontractors, if any, are skilled in the profession and shall perform in accordance with
the standards of said industry necessary to perform the services agreed to be done by it
under this Agreement, City relies upon the skill of SUBRECIPIENT and its subcontractors,
if any, to do and perform such services in a skillful manner and SUBRECIPIENT agrees
to thus perform the services and require the same of any subcontractors. Therefore, any
acceptance of such services by City shall not operate as a release of SUBRECIPIENT or
any subcontractors from said industry and professional standards.
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b. City reserves the right to hire additional contractors to perform the
services required under this Agreement, and offset any future payment to
SUBRECIPIENT accordingly, so long as such hiring and associated offset is
memorialized in an Addendum executed by the parties, setting forth the amount of the
offset.
C. If SUBRECIPIENT subcontracts any or all of the services to be
performed under this Agreement where the subcontract is for a total of $250,000 or
greater during any calendar year, SUBRECIPIENT shall require, at the discretion of the
City Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement
with the City to provide required indemnification and insurance protection. Any required
Side Agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by City Risk Manager or designee. If no Side Agreement is
required, SUBRECIPIENT will be solely responsible for ensuring that its subcontractors
maintain insurance coverage at levels no less than those required by applicable law and
is customary in the relevant industry.
d. To the full extent required by applicable federal and state law, each
party and its contractors and agents shall comply with the Davis-Bacon Act, as amended,
California Labor Code Section 1720 et seq., and the regulations adopted pursuant thereto
("Prevailing Wage Laws"), if so required, and shall be solely responsible for carrying out
the requirements of such provisions. Each party shall indemnify, defend and hold the
other and its elected and appointed officers, officials, employees, agents, consultants, and
contractors harmless from and against all liability, loss, cost, expense (including without
limitation attorneys' fees and costs of litigation), claim, demand, action, suit, judicial or
administrative proceeding, penalty, deficiency, fine, order, and damage which directly or
indirectly, in whole or in part, are caused by, arise in connection with, result from, relate
to, or are alleged to be caused by, arise in connection with, or relate to, the payment or
requirement of payment of prevailing wages (including without limitation, all claims that
may be made by contractors, subcontractors, or third party claimants pursuant to Labor
Code sections 1726 and 1781), the failure to comply with any state or federal labor laws,
regulations or standards in connection with this Agreement, including, but not limited to
the Prevailing Wage Laws, or any act or omission of that party related to the payment or
requirement of payment of prevailing wages.
10. Indemnification. To the furthest extent allowed by law, SUBRECIPIENT
shall indemnify, hold harmless and defend CITY and each of its officers, officials,
employees, agents and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including but not
limited to personal injury, death at any time and property damage), and from any and all
claims, demands and actions in law or equity (including reasonable attorney's fees and
litigation expenses) that arise out of, pertain to, or relate to the negligence, recklessness
or willful misconduct of SUBRECIPIENT, its principals, officers, employees, agents or
volunteers in the performance of this Agreement.
If SUBRECIPIENT should subcontract all or any portion of the services to be performed
under this Agreement, SUBRECIPIENT shall require each subcontractor to indemnify,
hold harmless and defend CITY and each of its officers, officials, employees, agents, and
volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
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11. Insurance. The SUBRECIPIENT shall comply with all of the insurance
requirements in Exhibit E to this Agreement.
12. On-Site Monitoring. Authorized representatives of HUD and/or the
CITY shall have the right to monitor the SUBRECIPIENT's performance under this
Agreement. Such monitoring may include inspection activities, review of records, and
attendance at meetings: SUBRECIPIENT shall reasonably make its facilities, books,
records, reports and accounts available for CITY's inspection in pursuit hereof.
This section 12 shall survive termination or expiration of this Agreement.
13. Records, Reports and Inspection. SUBRECIPIENT shall establish and
maintain records in accordance with all requirements prescribed by CITY, HUD and
generally accepted accounting principles, with respect to all matters covered by this
Agreement. As applicable, SUBRECIPIENT shall comply with all applicable
requirements of CFR Part 200 - Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards, including the provision of a
single audit (generally applicable where funding from all federal sources in any fiscal
year exceeds $750,000), and to such extent shall submit to the CITY any applicable
auditor's reports and audited financial statements no later than three (3) months after
the SUBRECIPIENT's fiscal year end. SUBRECIPIENT shall be responsible for
determining the applicability of the foregoing.
On a quarterly basis the SUBRECIPIENT shall submit a report utilizing and
completing the form attached as EXHIBIT 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. SUBRECIPIENT shall ensure the ESG grant funds provided
by GRANTEE are clearly identified as a subaward and include the following information:
• Subrecipient Name: Gracebound, Inc.
• Subrecipient ID (DUNS #): 118162059
• Federal Award Identification Number (ESG-CV Grant# E-20-MW-
06- 0001)
• Federal Award Date: April 8, 2021
• Period of Performance: Month-to-Month
• Federal Funds Obligated by this Agreement: Yes
Total Federal Funds Obligated to SUBRECIPIENT: $50,000
• Total Amount of the Federal Award: $10,948,953.00
• Federal Award project description: ESG-CV Street Outreach-Mobile
Showers
Name of Federal awarding agency: Department of Housing Urban
Development
• Name of pass-through entity: City of Fresno, California
• Award Official Contact Information: Jennifer Clark, Director, Dept. of
Planning and Development, 2600 Fresno, St., Fresno CA 93721
• CFDA Number: 14.231
• CFDA Name: HEARTH Emergency Solutions Grant— Coronavirus 2na
Tranche
Identification of R&D: No
• Indirect cost rate for the Federal award: Up to the greater of a di minimus
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10% indirect cost rate.
i. Annually, SUBRECIPIENT shall submit a 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.
ii. SUBRECIPIENT shall maintain all records required by the
Federal regulations specified in 24 CFR 576.500
iii. SUBRECIPIENT shall retain such records for a period of
five (5) years after receipt of the final payment under this Agreement or the
earlier termination of this Agreement, whichever occurs later. The records retention
period may be extended whenever:
a. any litigation, claim, or audit is started before the
expiration of the five-year period, the records must be retained until all
litigation, claims, or audit findings involving the records have been
resolved and final action taken.
b. the SUBRECIPIENT is notified in writing by the
CITY to extend the retention period.
This Section shall survive expiration or termination of this Agreement.
14. Subawards. The SUBRECIPIENT shall not enter into an Agreement
making a Subaward to a Subrecipient for any work contemplated under the Agreement
without first obtaining the CITY's written approval of the Subaward Agreement. An
executed copy of every such Subaward Agreement approved by the Administrator
shall be provided to CITY prior to implementation for retention in CITY's files.
a. SUBRECIPIENT is responsible to CITY for the proper performance
of any subcontract. No such subcontract shall relieve SUBRECIPIENT of its obligations
under this Agreement.
b. Any subcontract shall be subject to all the terms and conditions of
this Agreement.
C. No officer or director of SUBRECIPIENT shall have any direct or
indirect financial interest in any subcontract made by SUBRECIPIENT or in any loan,
purchase of property, or any other arrangement made by SUBRECIPIENT, by whatever
name known.
15. Conflict of Interest and Non-Solicitation.
a. Prior to CITY'S execution of this Agreement, SUBRECIPIENT shall
complete a CITY of Fresno conflict of interest disclosure statement in the form as set
forth in Exhibit E. During the term of this Agreement, SUBRECIPIENT shall have the
obligation and duty to immediately notify CITY in writing of any change to the
information provided by SUBRECIPIENT in such statement.
b. SUBRECIPIENT shall comply, and require its subcontractors to
comply, with all applicable federal, state and local conflict of interest laws and
regulations including, without limitation, California Government Code Section 1090
et seq., the California Political Reform Act (California Government Code Section
87100 et seq.) and the regulations of the Fair Political Practices Commission
concerning disclosure and disqualification (2 California Code of Regulations Section
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18700 et seq.). At any time, upon written request of CITY, SUBRECIPIENT shall provide
a written opinion of its legal counsel and that of any subcontractor that, after a due
diligent inquiry, SUBRECIPIENT and the respective subcontractor(s) are in full
compliance with all laws and regulations. SUBRECIPIENT shall take, and require its
subcontractors to take, reasonable steps to avoid any appearance of a conflict of
interest. Upon discovery of any facts giving rise to the appearance of a conflict of
interest, SUBRECIPIENT shall immediately notify CITY of these facts in writing.
C. In performing the work or services to be provided hereunder,
SUBRECIPIENT shall not employ or retain the services of any person while such
person either is employed by CITY or is a member of any CITY council, commission,
board, committee, or similar CITY body or within one 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. SUBRECIPIENT represents and warrants that it has not paid or
agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit
or procure this Agreement or any rights/benefits hereunder.
ARTICLE 2 FEDERAL REQUIREMENTS
SUBRECIPIENT warrants, covenants and agrees, for itself and its contractors and
subcontractors of all tiers, that it shall comply with all applicable requirements of the Lead-
Based Paint Poisoning Prevention Act of 42 U.S.C. 4821 et seq., 24 CFR Part 35 and 24
CFR 982.4010). In this regard SUBRECIPIENT shall be responsible for all inspection,
testing and abatement activities.
a. The requirements, as applicable, of the Lead-Based Paint Poisoning
Prevention Act (42 U.S.C. 4821-4846), the Residential Lead-Based Paint Hazard
Reduction Act of 1992 (42 U.S.C. 4851-4856) and implementing regulations at
24 CFR Part 35. In addition, the following requirements relating to
inspection and abatement of defective lead-based paint surfaces must be satisfied:
(1) Treatment of defective paint surfaces must be performed before final inspection and
approval of the renovation, rehabilitation or conversion activity under this part; and
(2) Appropriate action must be taken to protect shelter occupants from the hazards
associated with lead-based paint abatement procedures.
b. The SUBRECIPIENT agrees to comply with all applicable
requirements of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) as
amended and HUD implementing regulation 24 CFR Part 8.
C. SUBRECIPIENT agrees to comply with the federal requirements set
forth in 24 CFR Part 5, except as explicitly modified below, and use of emergency
shelter grant amounts must comply with the following requirements:, (a)
Nondiscrimination and equal opportunity. The nondiscrimination and equal opportunity
requirements at 24 CFR Part 5 are modified as follows:
i. Rehabilitation Act requirements. HUD's regulations at 24
CFR Part 8 implement section 504 of the Rehabilitation Act of 1973 (29 U.S.C.
794) as amended. For purposes of the emergency shelter grants program, the
term dwelling units in 24 CFR Part 8 shall include sleeping accommodations.
ii. SUBRECIPIENT shall make known that use of the facilities
and Services are available to all on a nondiscriminatory basis. If the procedures
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that the SUBRECIPIENT intends to use to make known the availability of the
facilities and Services are unlikely to reach persons of any particular race, color,
religion, sex, age, national origin, familial status, or disability who may qualify for
such facilities and Services, the SUBRECIPIENT must establish additional
procedures that will ensure that such persons are made aware of the facilities
and Services. The SUBRECIPIENT must also adopt procedures which will make
available to interested persons, information concerning the location of Services
and facilities that are accessible to persons with disabilities.
iii. The SUBRECIPIENT shall be responsible for complying
with the policies, guidelines, and requirements of 24 CFR Part 85 (codified
pursuant to OMB Circular No. A-102) and OMB Circular No. A-87, as they
relate to the acceptance and use of ESG funding by CITY, and Nos. A-110
and A-122 as they relate to the acceptance and use of emergency shelter grant
amounts by private nonprofit organizations.
The SUBRECIPIENT will be responsible for all aspects project contract award and
management including the advertising for bids and shall award the contract to the lowest
responsible and responsible bidder. The SUBRECIPIENT shall verify with the Labor
Relations and Equal Opportunity Division of the HUD Area Office that the low bidder
has not been debarred or suspended from participating in federal projects.
d. SUBRECIPIENT warrants, covenants and agrees that it shall
perform the Services in a manner that does not engage in inherently religious activities
and that does not engage in any prohibited activities described in 24 CFR 576.23.
Without limitation, SUBRECIPIENT shall not unlawfully discriminate on the basis of
religion and shall not provide religious instruction or counseling, conduct religious
services or worship, engage in religious proselytizing, or exert other religious influence
in pursuit hereof. Subject to the foregoing, SUBRECIPIENT does not intend to utilize
ESG funding to construct, rehabilitate or convert facilities owned primarily by religious
organizations or to assist primarily religious organizations in acquiring or leasing
facilities to the extent prohibited in 24 CFR 576.23.
e. SUBRECIPIENT shall perform the Services in compliance with, and
not to cause or permit the Services to be in violation of, any existing or future
environmental law, rule, regulation, ordinance, or statute. SUBRECIPIENT agrees
that, if CITY has reasonable grounds to suspect any such violation, SUBRECIPIENT
shall be entitled to thirty (30) day notice and opportunity to cure such violation. If the
suspected violation is not cured, CITY shall have the right to retain an independent
consultant to inspect and test the subject facilities for such violation. If a violation is
discovered, SUBRECIPIENT shall pay for the cost of the independent consultant.
f. The 2 CFR 200 Uniform Administrative Requirements, Cost
Principals, and Audit Requirements for Federal Awards referenced in this Agreement
are available at httos://ecfr.io,'Title-02/pt2_.1.200
16. Relocation.
a. SUBRECIPIENT shall assure that it has taken all reasonable
steps to minimize the displacement of persons (families, individuals, businesses,
nonprofit organizations, and farms) as a result of this project and the Services
rendered in pursuit thereof.
b. A displaced person must be provided relocation assistance at the
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L/UUUolylI CIIVCIUpt:IL/.JOLMVL/CC-l+M4V-VI J4-D0.7l-UV CI+lODI+CDOL
levels described in, and in accordance with, 49 CFR Part 24, which contains the
government-wide regulations implementing the Uniform Relocation Assistance and
Real Property Acquisition Policies Act of 1970 (URA) (42 U.S.C. 4601-4655).
17. Further Assurances.
a. This Agreement, when executed and delivered, shall constitute the
legal, valid, and binding obligations of SUBRECIPIENT enforceable against
SUBRECIPIENT in accordance with its respective terms, except as such enforceability
may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, or other similar laws of general applicability affecting the enforcement of
creditors' rights generally and (b) the application of general principles of equity without
the joiner of any other party.
b. SUBRECIPIENT represents and warrants as of the date hereof that
SUBRECIPIENT has obtained and, to the best of SUBRECIPIENT's knowledge, is
in compliance with all federal, state, and local governmental reviews, consents,
authorizations, approvals, and licenses presently required by law to be obtained by
SUBRECIPIENT for the Services as of the date hereof.
C. In the performance of this Agreement, SUBRECIPIENT shall
promptly and faithfully comply with, conform to and obey the ACT and all amendments
thereto, and shall maintain all facilities hereunder in compliance with building, health and
safety codes.
d. SUBRECIPIENT shall be solely responsible and liable for any
recapture or repayment obligation imposed by HUD due to any act or omission of
SUBRECIPIENT in pursuit hereof.
e. SUBRECIPIENT acknowledges that SUBRECIPIENT, not the
CITY, is responsible for determining applicability of and compliance with the ACT and
all other applicable local, state, and federal laws including, but not limited to, any
applicable provisions of the California Labor Code, Public Contract Code, and
Government Code. The CITY makes no express or implied representation as to the
applicability or inapplicability of any such laws to this Agreement or to the Parties'
respective rights or obligations hereunder including, but not limited to, competitive
bidding, prevailing wage subcontractor listing, or similar or different matters.
SUBRECIPIENT further acknowledges that the CITY shall not be liable or responsible
at law or in equity for any failure by SUBRECIPIENT to comply with any such laws,
regardless of whether the CITY knew or should have known of the need for such
compliance, or whether the CITY failed to notify SUBRECIPIENT of the need for such
compliance.
f. SUBRECIPIENT agrees to comply with the CITY's Fair
Employment Practices and shall not employ discriminatory practices in the provision of
the Services, employment of personnel, or in any other respect on the basis of race,
color, creed, religion, sex, sexual preference, national origin, ancestry, ethnicity, age,
marital status, status as a veteran with disabilities or veteran of the Vietnam era, medical
condition, or physical or mental disability. During the performance of this Agreement,
SUBRECIPIENT agrees as follows:
g. SUBRECIPIENT will comply with all laws and regulations, as
applicable. No person in the United States shall, on the grounds of race, color, creed,
12
IJUUU0Jy[I CIIVCIUpU IU.JOLHUUCC-1.,H4V-4l J4-D0.7/-VUCII/ODIiCDOL
religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital status,
status as a disabled veteran or veteran of the Vietnam era, medical condition, or
physical or mental disability be excluded from participation in, be denied the benefits
of, or be subject to discrimination under any program or activity made possible by or
resulting from this Agreement.
SUBRECIPIENT will not discriminate against any employee or applicant for
employment because of race, color, creed, religion, sex, sexual preference, national
origin, ancestry, ethnicity, age, marital status, and status as a disabled veteran or
veteran of the Vietnam era, medical condition, or physical or mental disability.
SUBRECIPIENT shall take affirmative action to ensure that applicants are employed,
and the employees are treated during employment, without regard to their race, color,
creed, religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital
status, status as a disabled veteran or veteran of the Vietnam era, medical
condition, or physical or mental disability. Such action shall include, but not be
limited to, the following: employment, upgrading, demotion or transfer; recruitment
or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. SUBRECIPIENT
agrees to post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination clause.
h. SUBRECIPIENT will, in all solicitations or advertisements for
employees placed by or on behalf of SUBRECIPIENT, state that all qualified
applicants will receive consideration for employment without regard to race, color,
creed, religion, sex, sexual preference, national origin, ancestry, ethnicity, age, marital
status, status as a disabled veteran or veteran of the Vietnam era, medical condition,
or physical or mental disability.
i. SUBRECIPIENT will send to each labor union or representative
of workers with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers' representatives of
SUBRECIPIENT's commitment under this Section and shall post copies of the
notice in conspicuous places available to employees and applicants for employment.
ARTICLE 3 GENERAL PROVISIONS
18. Amendment. This Agreement shall not be modified except by written
amendment approved by the CITY Council and signed by the parties. Where it is
determined by the Administrator that there is a need to make any change in the
Program, services to be performed, fiscal procedures and system, or the terms and
conditions of this Agreement (including, without limitation, any changes necessary to
comply with changes in federal, state, or local laws or regulations), refusal by
SUBRECIPIENT to accept the change is grounds for termination of this Agreement.
Notwithstanding the foregoing, approval of the CITY Council is not required for (i)
insubstantial adjustments in line items within the total approved budget, not affecting
the total approved budget amount, approved by the Administrator in his/her sole
discretion;(ii) insubstantial changes in the nature or scope of services specified in this
Agreement approved by the Administrator in his/her sole discretion; and (iii) changes
to the insurance requirements specified in Exhibit D approved by CITY's Risk
Manager in his or her sole discretion.
19. Public Information. SUBRECIPIENT shall disclose all of its funding
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sources to CITY which, thereafter, will be public information.
20. Copyrights/Patents.
a. If this Agreement results in a book or other copyrightable material,
the author may seek any available copyright protection for the work unless a work for
hire. CITY reserves a royalty-free, nonexclusive, irrevocable and assignable license to
reproduce, publish, or otherwise use, and to authorize others to use, all copyrighted
material and all material which can be copyrighted.
b. Any discovery or invention arising out of or developed in the course
of work aided by this Agreement, shall promptly and fully be reported to CITY for
determination by CITY as to whether patent protection on such invention or discovery,
including rights thereto under any patent issued thereon (reserved henceforth onto
CITY), shall be imposed and administered, in order to protect the public interest.
21. Political Activity Prohibited. None of the funds, materials, property
or services provided directly or indirectly under this Agreement shall be used for
any political activity, or to further the election or defeat of any ballot measure or
candidate for public office.
22. Lobbying Prohibited. None of the funds provided under this Agreement
shall be used for publicity, lobbying or propaganda purposes designed to support or
defeat legislation pending before any legislative body.
23. Third Party Beneficiaries. The rights, interests, duties and obligations
defined within this Agreement are intended for the specific parties hereto as identified
in the preamble of this Agreement. It is not intended that any rights or interests in this
Agreement benefit or flow to the interest of any third parties.
24. Nondiscrimination. To the extent required by controlling federal, state
and local law, SUBRECIPIENT shall not employ discriminatory practices in the
provision of services, employment of personnel, or in any other respect on the
basis of race, religious creed, color, national origin, ancestry, physical disability,
mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the
foregoing and during the performance of this Agreement, SUBRECIPIENT agrees as
follows:
a. SUBRECIPIENT will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era be excluded from participation in, be denied the benefits of, or be subject
to discrimination under any program or activity made possible by or resulting from this
Agreement.
b. SUBRECIPIENT will not discriminate against any employee or
applicant for employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, sex,
age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. SUBRECIPIENT shall ensure that applicants are employed, and the
employees are treated during employment, without regard to their race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition,
14
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marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or
veteran of the Vietnam era. Such requirement shall apply to SUBRECIPIENT'S
employment practices including, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provision
of this nondiscrimination clause.
SUBRECIPIENT will, in all solicitations or advertisements for employees placed by or
on behalf of SUBRECIPIENT in pursuit hereof, state that all qualified applicants will
receive consideration for employment without regard to race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of
the Vietnam era.
C. SUBRECIPIENT will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers' representatives of
SUBRECIPIENT'S commitment under this section and shall post copies of the
notice in conspicuous places available to employees and applicants for employment.
25. Independent Contractor.
a. In the furnishing of the services provided for herein,
SUBRECIPIENT is acting as an independent contractor. Neither SUBRECIPIENT, nor
any of its officers, agents or employees shall be deemed an officer, agent, employee,
joint venture, partner or associate of CITY for any purpose. CITY shall have no right
to control or supervise or direct the manner or method by which SUBRECIPIENT shall
perform its work and functions. However, CITY shall retain the right to administer this
Agreement so as to verify that SUBRECIPIENT is performing its obligations in
accordance with the terms and conditions thereof.
b. This Agreement does not evidence a partnership or joint venture
between SUBRECIPIENT and CITY. SUBRECIPIENT shall have no authority to bind
CITY absent CITY'S express written consent. Except to the extent otherwise provided
in this Agreement, SUBRECIPIENT shall bear its own costs and expenses in pursuit
thereof.
C. Because of its status as an independent contractor,
SUBRECIPIENT and its officers, agents and employees shall have absolutely no right
to employment rights and benefits available to CITY employees. SUBRECIPIENT shall
be solely liable and responsible for providing to, or on behalf of, its employees all
legally required employee benefits. In addition, SUBRECIPIENT shall be solely
responsible and save CITY harmless from all matters relating to payment of
SUBRECIPIENT'S employees, including, without limitation, compliance with Social
Security withholding, and all other regulations governing such matters. It is
acknowledged that during the term of this Agreement, SUBRECIPIENT may be
providing services to others unrelated to CITY or to this Agreement.
26. Notices. Any notice required or intended to be given to either party under
the terms of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation of
15
UVVUJII�.II CIIVCIVFIC IU.JOLMVUCC-liM4V-4/J4-JOB/-UV GI'/OJl'CJOL
receipt, or sent by United States registered or certified mail, with postage prepaid,
return receipt requested, addressed to the party to which notice is to be given at the
party's address set forth on the signature page of this Agreement or at such other
address as the parties may from time to time designate by written notice. Notices
served by United States mail in the manner above described shall be deemed
sufficiently served or given at the time of the mailing thereof.
27. Binding. Once this Agreement is signed by all parties, it shall be binding
upon, and shall inure to the benefit of, all Parties, and each Parties' respective heirs,
successors, assigns, transferees, agents, servants, employees, and representatives.
28. Assignment.
a. This Agreement is personal to SUBRECIPIENT and there shall
be no assignment by SUBRECIPIENT of its rights or obligations under this Agreement
without the prior written approval of the Administrator. Any attempted assignment by
SUBRECIPIENT, its successors or assigns, shall be null and void unless approved in
writing by the Administrator.
b. SUBRECIPIENT hereby agrees not to assign the payment of any
monies due SUBRECIPIENT from CITY under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). CITY retains the right to pay any and all
monies due SUBRECIPIENT directly to SUBRECIPIENT.
29. Compliance with Law. In providing the services required under this
Agreement, SUBRECIPIENT shall at all times comply with all applicable laws of the
United States, the State of California and CITY, and with all applicable regulations
promulgated by federal, state, regional or local administrative and regulatory agencies,
now in force and as they may be enacted, issued, or amended during the life of this
Agreement.
30. Waiver. The waiver by either Party of a breach by the other of any
provision of this Agreement shall not constitute a continuing waiver or a waiver of any
subsequent breach of either the same or a different provision of this Agreement. No
provisions of this Agreement may be waived unless in writing and signed by all Parties
to this Agreement. Waiver of any one provision herein shall not be deemed to be a
waiver of any other provision herein.
31. Governing Law and Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California,
excluding, however, any conflict of laws rule which would apply the law of another
jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or
interpretation of this Agreement and any rights and duties hereunder shall be Fresno
SUBRECIPIENT, California.
32. 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.
33. 5everability. The provisions of this Agreement are severable. The
invalidity or unenforceability of any one provision in this Agreement shall not affect the
other provisions.
34. Interpretation. The Parties acknowledge that this Agreement in its final
form is the result of the combined efforts of the parties and that, should any provision
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of this Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against any Party, but rather by
construing the terms in accordance with their generally accepted meaning.
35. Attorney's Fees. If either Party is required to commence any proceeding
or legal action to enforce or interpret any term, covenant or condition of this
Agreement, the prevailing party in such proceeding or action shall be entitled to recover
from the other Party its reasonable attorney's fees and legal expenses.
36. Exhibits. Each exhibit and attachment referenced in this Agreement is, by
the reference, incorporated into and made a part of this Agreement.
37. Precedence of Documents. The order of precedence of documents shall
be: (1) Rules and Regulations of Federal Agencies relating to the source of funds for
this project; (2) Permits from other agencies as may be required by law; (3)
Supplemental Agreements or this Agreement the one dated later having precedence
over another dated earlier; (4) ESG Policies and Procedures (5) General Conditions.
Whenever any conflict appears in any portion of the Contract, it shall be resolved
by application of the order of precedence.
In the event of any conflict between the body of this Agreement and any Exhibit
or Attachment hereto, the terms and conditions of the body of this Agreement shall
control and take precedence over the terms and conditions expressed within the Exhibit
or Attachment. Furthermore, any terms or conditions contained within any Exhibit
or Attachment hereto which purport to modify the allocation of risk between the Parties,
provided for within the body of this Agreement, are null and void.
38. Cumulative Remedies. No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other remedies
at law or in equity.
39. Extent of Agreement. Each party acknowledges that they have read and
fully understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter hereof
and supersedes all prior negotiations, representations or agreements, either written
or oral.
[SIGNATURES APPEAR ON NEXT PAGE]
17
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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, GRACEBOUND,
AC I � t� nicipal corporation � ��
9/30/2022 By.
By: Name: 'ua 'X:611
Georgeanne A White, Title:
City Manager
APPROVED AS TO FORM:
RINA M. GONZALES _
I me ri moC iijgr B.A,orn ey
9/30/2022 By.
By: Name:L7a
n , c �7Pane Bric€cey Date
Deputy City Attorney
ATTEST:
TODDSTpErR(MER, CMC
City E"'��: U 9/30/2022
Deputy
Addresses: Recipient--
CITY:
City of Fresno, Planning and Service Provider:
ound Inc.
Development, Housing and Community
Development Attention: Keith Scott, CFO
p 420 N Broadway Street
Attention: Karen Jenks, Manager Fresno, CA 93701
2600 Fresno Street, CH3N 3065, Phone: 559-352-8680
Fresno CA 93721 E-mail: Graceboundmission@yahoo.com
Phone: (559) 621-8507
Attachments:
1. Exhibit A — Scope of Services
2. Exhibit B — Budget Summary
3. Exhibit C — ESG Quarterly Report
4. Exhibit D — Insurance Requirements
5. Exhibit E — No Conflict of Interest Certification Form
18
L/UI.UJIyjj CIIVCIuyU IU.JOGMVL/CC-1,/14V-4l J4-D0.7/-VVCI./ODI+CDOL
EXHIBIT A
SCOPE OF SERVICES
Agreement Between CITY OF FRESNO and Gracebound Inc.
Fresno Mobile Shower Trailer
The Contractor in coordination with the City will be responsible for the operation of the
City's Mobile Shower Trailer, as part of an effort to prevent, prepare for, and respond
to coronavirus, among individuals and families who are homeless or receiving
homeless assistance and to support additional homeless assistance and
homelessness prevention activities to mitigate the impacts created by coronavirus, in
accordance with the laws, regulations, ordinances and codes of the State of California
and the City of Fresno.
The Contractor must establish written protocols and procedures in accordance with
the best practices of the cleaning industry as determined by the California Department
of Industrial Relations and in accordance with current law. The Contractor in
coordination with the City is responsible for the operation and maintenance of a safe
and healthy mobile shower environment, together with any and all apparatus and
equipment, supplies, services, supervision, and labor necessary to perform mobile
shower services.
1. Administrative Requirements
During the term of this contract, the City and the Contractor will collaboratively ensure
the delivery of all services which include, but are not limited to, recruitment, staffing,
data gathering and reporting, financial monitoring and compliance, policy and
procedure development and implementation, coordination of onsite and off-site
services, and other management responsibilities defined below.
A. The mobile shower operations shall operate within the program budget, with a
total contract amount not to exceed $50,000.
B. Comprehensive recordkeeping and tracking of each person served shall be
maintained and reported to the City and any required agency on a monthly basis in a
format acceptable to the City.
C. Contractor shall ensure adequate supplies, including towels, toiletries, and
cleaning supplies, are available and secured onsite to guarantee the shower unit
remains clean and sanitary.
D. Contractor shall promptly investigate and respond to all complaints regarding
mobile shower operations and field services. All complaints received by the contractor
must be documented, investigated, and when appropriate, corrective actions shall be
taken to resolve concerns. Documentation of all complaints and corrective actions
shall be provided to the City in writing, on a monthly basis, in a format acceptable to
the City.
E. Contractor must provide written responses to any findings or inquiries from the
City.
F. Contractor must engage in an open, collaborative and communicative working
relationship with the City.
2. Field Services
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The number of personnel will be determined by mutual agreement with the City based
on operational need through the use of best practices. The Contractor will provide one
on-call staff to provide emergency responses after regular business hours. The
business hours must be mutually agreed upon by the City and Gracebound Inc. For
illustrative purposes, after business hours Monday through Friday can be defined as
4:30pm to 8:OOam Monday through Friday and weekends from 4:30 pm Friday through
8:OOam Monday. The number of on-call staff may be increased if deemed necessary
by the Contractor and City.
Contractor shall provide the following Field Services:
A. Daily operation of the Mobile Shower Unit;
B. A secure environment for the public to shower without threat to their safety;
C. Provision of toiletries, including: soap, shampoo, and conditioner;
D. Provision of a clean towel;
E. Provision of one pair of undergarments;
F. Cleaning and sanitation of the shower stall after each use;
G. At the end of each day of operation, Contractor shall clean the exterior and
interior of the entire Mobile Shower Unit;
3. Performance
A. Contractor will meet with the City as requested by the City to evaluate statistics,
program needs, issues or problems. This meeting is intended to maintain transparency
between agencies and ensure all concerns are being addressed, as well as
contractual obligations being met.
B. Contractor shall implement and maintain well defined, up to date written
policies, procedures, protocols, and manuals available for review by the City upon
request and consistent with guidelines and best practices published by the California
Department of Industrial Relations.
4. Personnel
The Contractor shall abide by the following when performing any duties and
obligations under the contract with the City.
A. Hire qualified personnel;
B. Provide adequate training and supervision for all personnel;
C. Perform adequate criminal background checks on individuals, prior to hiring, to
ensure they are suitable for contact with the public and fit to perform their assigned
tasks;
D. Treat the public with courtesy, tact, and respect;
E. Maintain adequate levels of operations and field staff to provide services to the
public in person, as well as responsiveness to the City via phone and email;
F. Comply with personnel policies and procedures that conform to local, state and
federal laws;
5. Programs
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A. Contractor in collaboration with the City will coordinate the availability of
services including case management, behavioral health services, employment
assistance, educational support, and housing through the Multi-Agency Access
Program(MAP).
C. Identify and maintain a current list of resources in the community willing to
provide, plan and respond adequately to the needs of unhoused residents.
6. Shower Operation
Operation of said trailer shall be as follows:
A. The regular operational hours for showers will be mutually agreed upon by
Gracebound Inc and the City.
B. The showers shall be open to the public for special events or on weekends
upon mutual agreement by Gracebound Inc. and the City.
7. Compensation
A. Contractor acknowledges that compensation for services provided under these
scope of services and for this term will be reimbursed to contractor on an actual cost
basis and not to exceed $50,000.
B. Contractor shall submit requests for reimbursement in a format acceptable to
the City. In no event shall the City reimburse contractor for costs paid for by the City
including staff salaries, acquired equipment and operational supplies.
Record Retention and Regorting Re uirements
The SUBRECIPIENT must retain records in accordance 24 CFR Subpart F —
Grant Administration, §576.500, Recordkeeping and Reporting Requirements.
HUD requires recipients to report the uses of ESG-CV funding in their Consolidated
Annual Performance and Evaluation Report (CAPER) and through submission of
project data into the SAGE Homeless Management Information System (HMIS)
Repository. Quarterly reporting from the SUBRECIPIENT to the City is mandatory
to meet this requirement.
The CITY's quarterly reporting requirements are described within this Agreement
and the report form is attached as Exhibit C.
Monitoring
The SUBRECIPIENT must monitor any and all subawards to subrecipients in
accordance with U.S. Department of Housing and Urban Development
requirements. The SUBRECIPIENT is further encouraged to use HUD CPD
Monitoring Handbook - 6509.2 REV-7, CHG-1. In conducting their monitoring
reviews
The SUBRECIPIENT acknowledges that the CITY is required to periodically monitor
the SUBRECIPIENT's delivery of the subject ESG-CV funding. The CITY will utilize
the guidance in HUD CPD Monitoring Handbook - 6509.2 REV-7, CHG-1 as well as
24 CFR 756, 2 CFR 200 and this Agreement when conducting on-site and desk
monitoring reviews.
21
uUUU,Dl lI CI IVCIUyU IU. Doe MUU CC-1.MYU-Y/JY-007 I-UUCI,I ODI,CDOL `XHIBIT B
Budget Summary
CITY OF FRESNO with Gracebound Inc.-Fresno Shower Project
MONTHLY OPERATING BUDGET SUMMARY(non-capital projects)
E
Salaries/Wages(Specify each position;add additional rows as needed)
:Sanitation Lead Earl M. 1 2,383.331 286.00 2,669.33 2,669.33
:Sanitation Worker Andrea B 1,215.50 145,96 1,361.36 1,361.36
:Sanitation Worker Natasha C 1,215.50 145.86 1,361.36 1,361.36
Sanitation Worker Vincent S 1,215.50 145.86 1,361.36 1,361.36
Operation Manager 2,000.00 240.00 2,240.00 2,240.00
[enter position title]
[enter position title]
[enter position title]
[enter position title]
TOTAL PERSONNEL BUDGET $ 8,029.83 $ 963.58 $ 8,993.41 1 15
Other Direct Costs(Include only costs that are direct;indirect costs are covered under the Indirect Cost Rate)
Sanitization Supplies 1,000.00 2,000.00
Client Supplies 1,000.00 1,000.00
'Travel 100.00 100.00
[enter cost category]
[enter cost category]
[enter cost category]
[enter cost category]
[enter cost category]
'TOTAL OTHER DIRECT COSTS $ 2,100.00 $ $ $ $ $ $ 2,100.00
INDIRECT COSTS*(Select 1 indirect rate Only)
Approved Indirect Cost Rate
De minimus 10%Rate 1,109.34 1,109.34
'TOTAL INDIRECT COST BUDGET $ 1,109.34 $ $
TOTAL ■
-=- ==I I$ S - $
Please revise this form and annotate budget items as needed
All applicants are required to submit a copy of their organization's operating budget.
*An approved indirect cost rate must be applied to the base identified in the agreement with the federal cognizant agency.
Per 2 CFR 200.414,any non-federal entity that does not have a current negotiated rate may elect to charge a de minimis rate of 10%of Modified Total Direct Costs(defined in 2
CFR 200.68).
**Fringe Benefits include 12%employer costs(eg.Employer taxes and workers comp premiums estimations).
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EXHIBIT C
QUARTERLY REPORT
AGREEMENT BETWEEN CITY OF FRESNO AND Gracebound, INC.
Coronavirus Emergency Solutions Grant ESG-CV
Note: Below are snapshots of the Excel worksheets making up the ESG Quarterly Report. Contact Erika Lopez at
Erika.Lopea (resno.aov to receive the Report in Excel. The entire report should be completed and submitted quarterly in
Excel to FICA(}@fresno.aoov with a copy to Erika Lopez
Project Sponsor Name; Grace Bound Inc. Project Sponsor ID(DUNS#)
Federal Award
Identification Number(ESG E-20-MW-60-0001 Federal Award Date: 4/2/2020
Grant#):
Federal Funds Obligated by $ Federal Funds Obligated to
50,000.00 $ 50,000.00
This Agreement: Project Sponsor:
Total Amount of the Federal Name of Federal Awarding Department of Housing and
Award for this Activity $ 50,000.00 Agency Urban Development(HUD)
Name of Pass-Through City of Fresno,CA Award Official Contact Erika Lopez,
Entity: Person: erika.lopez@fresno.gov
CDFA Name: Emergency Solutions Grant Award Official Address: 2600 Fresno St.,CHN 306S,
Program-CV 14.231 Fresno CA 93721
Not to Exceed 10.0•OA di
Maximum Indirect Cost Rate minimus indirect rate or
Identification of R&D: None
for the Federal Award indirect rate approved by
cognizant agency
Date of Contract Execution 07/01/22 Accomplishment Year(HU D 2020
(mm/dd/xx) Program Year)
Period of Performance Start Month to Month Period of Performance End
Date(mm/dd/xx) Date(mm/dd/xx)
Action Plan Year/IDIS 2020/10 Activity ESG-CV
Project ID Number
Description,Project •. 0!
Activity Accomplishment Narrative:(Maximum 500charactE�rs)
Total ESG Funds Expended Percent of ESG Award
(PYTO) $ Expended
Total Funds Expended
Ind!re.ct Cost(PYTD) $ -
Report prepared by: Date re pon pl-pare d:
For City Used Only; • • •-
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EXHIBIT D
Agreement Between CITY OF FRESNO and Gracebound, INC.
Coronavirus Emergency Solutions Grant ESG-CV
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO)
Commercial General Liability Coverage Form CG 00 01 , providing
liability coverage arising out of your business operations. The
Commercial General Liability policy shall be written on an occurrence
form and shall provide coverage for "bodily injury," "property damage"
and "personal and advertising injury" with coverage for premises and
operations (including the use of owned and non-owned equipment),
products and completed operations, and contractual liability
(including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under
"Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form
CA 00 01, providing liability coverage arising out of the ownership,
maintenance or use of automobiles in the course of your business
operations. The Automobile Policy shall be written on an occurrence
form and shall provide coverage for all owned, hired, and non-owned
automobiles or other licensed vehicles (Code 1- Any Auto). If
personal automobile coverage is used, the CITY, its officers, officials,
employees, agents, and volunteers are to be listed as additional
insureds.
3. Workers' Compensation insurance as required by the State of
California and Employer's Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to
SUBRECIPIENT's profession. Architect's and engineer's coverage is
to be endorsed to include contractual liability.
MINIMUM LIMITS OF INSURANCE
SUBRECIPIENT, or any party the SUBRECIPIENT subcontracts with, shall
maintain limits of liability of not less than those set forth below. However,
insurance limits available to CITY, its officers, officials, employees, agents,
and volunteers as additional insureds, shall be the greater of the minimum
limits specified herein or the full limit of any insurance proceeds available to
the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property
damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations;
and,
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(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation Insurance as required by the State
of California with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event SUBRECIPIENT purchases an Umbrella or Excess insurance
policy(ies) to meet the "Minimum Limits of Insurance," this insurance
policy(ies) shall "follow form" and afford no less coverage than the primary
insurance policy(ies). In addition, such Umbrella or Excess insurance
policy(ies) shall also apply on a primary and non-contributory basis for the
benefit of the CITY, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
SUBRECIPIENT shall be responsible for payment of any deductibles
contained in any insurance policy(ies) required herein and SUBRECIPIENT
shall also be responsible for payment of any self-insured retentions. Any
deductibles or self-insured retentions must be declared to on the Certificate of
Insurance, and approved by, the CITY's Risk Manager or designee. At the
option of the CITY's Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects CITY, its officers, officials, employees, agents,
and volunteers; or
(ii) SUBRECIPIENT shall provide a financial guarantee, satisfactory to
CITY's Risk Manager or designee, guaranteeing payment of losses
and related investigations, claim administration and defense
expenses. At no time shall CITY be responsible for the payment of
any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to
contain, or be endorsed to contain, the following provisions:
1. CITY, its officers, officials, employees, agents, and volunteers are to
be covered as additional insureds. SUBRECIPIENT shall establish
additional insured status for the City and for all ongoing and completed
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operations by use of ISO Form CG 20 10 11 85 or both
CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript
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.
3. For any claims relating to this Agreement, SUBRECIPIENT's
insurance coverage shall be primary insurance with respect to the
CITY, its officers, officials, employees, agents, and volunteers. Any
insurance or self-insurance maintained by the CITY, its officers,
officials, employees, agents, and volunteers shall be excess of
SUBRECIPIENT's insurance and shall not contribute with it.
SUBRECIPIENT shall establish primary and non-contributory status
by using ISO Form CG 20 01 04 13 or by an executed manuscript
insurance company endorsement that provides primary and
non-contributory status as broad as that contained in ISO Form CG
2001 0413.
The Workers' Compensation insui-ancepolicy is to contain, or be endorsed to
contain, the following provision: SUBRECIPIENT and its insurer shall waive
any right of subrogation against CITY, its officers, officials, employees,
agents, and volunteers.
If the Professional Liability Errors and Omissions insurance policy is written
on a claims-made form:
1. The retroactive date must be shown, and must be before the effective
date of the Agreement or the commencement of work by
SUBRECIPIENT.
2. Insurance must be maintained and evidence of insurance must be
provided for at least five (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 SUBRECIPIENT,
SUBRECIPIENT 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
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coverage shall not be cancelled, non-renewed, reduced in coverage or in
limits except after thirty (30) calendar days written notice by certified mail,
return receipt requested, has been given to CITY. SUBRECIPIENT is also
responsible for providing written notice to the CITY under the same terms and
conditions. Upon issuance by the insurer, broker, or agent of a notice of
cancellation, non-renewal, or reduction in coverage or in limits,
SUBRECIPIENT shall furnish CITY with a new certificate and applicable
endorsements for such policy(ies). In the event any policy is due to expire
during the work to be performed for CITY, SUBRECIPIENT shall provide a
new certificate, and applicable endorsements, evidencing renewal of such
policy not less than fifteen (15) calendar days prior to the expiration date of
the expiring policy.
Should any of the required policies provide that the defense costs are paid
within the Limits of Liability, thereby reducing the available limits by any
defense costs, then the requirement for the Limits of Liability of these polices
will be twice the above stated limits.
The fact that insurance is obtained by SUBRECIPIENT shall not be deemed
to release or diminish the liability of SUBRECIPIENT, including, without
limitation, liability under the indemnity provisions of this Agreement. The policy
limits do not act as a limitation upon the amount of indemnification to be
provided by SUBRECIPIENT. Approval or purchase of any insurance
contracts or policies shall in no way relieve from liability nor limit the liability of
SUBRECIPIENT, its principals, officers, agents, employees, persons under
the supervision of SUBRECIPIENT, vendors, suppliers, invitees, consultant,
sub-consultant, subcontractors, or anyone employed directly or indirectly by
any of them.
SUBCONTRACTORS - If SUBRECIPIENT subcontracts any or all of the
services to be performed under this Agreement, SUBRECIPIENT shall
require, at the discretion of the CITY Risk Manager or designee,
subcontractor(s) to enter into a separate Side Agreement with the City to
provide required indemnification and insurance protection. Any required Side
Agreement(s) and associated insurance documents for the subcontractor
must be reviewed and preapproved by CITY Risk Manager or designee. If no
Side Agreement is required, SUBRECIPIENT will be solely responsible for
ensuring that its subcontractors maintain insurance coverage at levels no less
than those required by applicable law and is customary in the relevant
industry.
VERIFICATION OF COVERAGE
SUBRECIPIENT shall furnish CITY with all certificate(s) and applicable
endorsements effecting coverage required hereunder. All certificates and
applicable endorsements are to be received and approved by the CITY'S
Risk Manager or 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, SUBRECIPIENT shall immediately furnish City with a
complete copy of any insurance policy required under this Agreement,
including all endorsements, with said copy certified by the underwriter to be a
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true and correct copy of the original policy. This requirement shall survive
expiration or termination of this Agreement.
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EXHIBIT E
AGREEMENT BETWEEN CITY OF FRESNO AND Gracebound, Inc.
Coronavirus Emergency Solutions Grant (ESG-CV)
No Conflict of Interest Certification (HUD Programs)
Subrecipient or Applicant acknowledges and understands that, under HUD conflict of interest rules at 24 CFR 92.356
(HOME), 24 CFR 570.611 (CDBG), 24 CFR 574.625 (HOPWA), or 24 CFR 576.404 (ESG), and OMB rules at 2 CFR 112 and
2 CFR 318 (C)(1)],an employee, agent, consultant, officer, or elected or appointed official of the subrecipient, applicant
or City of Fresno who exercises or has exercised any functions or responsibilities with respect to activities assisted with
CDBG, HOME, ESG or HOPWA funds or who is in a position to participate in a decision making process or gain inside
information with regard to these activities (each "Covered Person"), may not obtain a financial interest or benefit from
a CDBG, HOME, ESG or HOPWA-assisted activity, or have an interest in any contract, subcontract or agreement with
respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business
ties, during their tenure or for one yearthereafter.
�� (SELECT ONLY THE CERTIFICATION THAT APPLIES TO THIS AGREEMENT OR APPLICATION.DO NOT SIGN BOTH.)
,a--subrecipient or Applicant hereby certifies that ao "covered person" in its agency or corporation is currently a Covered
Person and has not been a Covered Person for a period of at least one (1) calendar year prior to the date of this
agreement or application. '
Name Signature Date
OR
❑ Subrecipient or Applicant hereby certifies that subrecipient/applicant organization includes a Covered Person as
defined above, or because subrecipient/applicant has a family or business relationship with a Covered Person.
Name Signature Date
Please provide a separate certification for each "covered person" and select the type of covered person.
❑ Employee ❑ Agent I❑ Consultant ❑ Officer ❑ Elected Official ❑Appointed Official
The Covered Person is:
El Subrecipient/Applicant "covered person"
❑ Family member-name: (please print clearly)
❑ Business associate-name: (please print clearly)
A Covered Person does not automatically disqualify an entity from participating in a HUD assisted program. If a covered
person is identified, the Senior Management Analyst or Project Manager will assist you with the additional steps that
must be taken before the organization's agreement or application can be funded.
A person may become a "covered person" at any time during the implementation process and this will include
beneficiaries receiving assistance provided through this agreement or application who are or have a relationship with
a covered person of the applicant or of City of Fresno. A new certification is required each time a covered person is
identified.