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HomeMy WebLinkAboutUnited Health Centers of the San Joaquin Vly 1st Amendment to Agreement - 4-22-241 FIRST AMENDMENT TO AGREEMENT THIS FIRST AMENDMENT TO THE OWNER PARTICIPATION AGREEMENT AND DECLARATION OF RESTRICTIONS AGREEMENT (Amendment) is effective as of April 22, 2024, (the Effective Date) and amends the Agreement for two United Health Center Clinics, one located at the West Fresno Project site and another located at the Southeast Fresno Project (Project), between the City of Fresno, a California municipal corporation (CITY), and United Health Centers of the San Joaquin Valley, a California Non-profit Corporation (GRANTEE). RECITALS A. CITY is providing GRANTEE contributions to construct two new health clinics, one in West Fresno and one in Southwest Fresno per the executed agreement dated November 10, 2020 (the Agreement). B. Pursuant to the Agreement, the CITY has issued to GRANTEE 50% of the funding as of April 22, 2024 and will issue the final 50% to GRANTEE utilizing American Rescue Plan Act (ARPA) funding. C. GRANTEE acknowledges that grant funds being provided under this Agreement will be derived from the City’s allocation under the American Rescue Plan Act (Pub.L. 117-2) (hereinafter “ARPA”) and shall be subject to any constraints set forth therein including but not limited to, the Coronavirus State and Local Fiscal Recovery Funds (CSLFRF) Final Rule (31 CFR Part 35) and 2 CFR Part 200. D. Amendment will be administered for the City by its City Manager or its designee. AGREEMENT NOW, THEREFORE, in consideration of the above recitals, which recitals are contractual in nature, the mutual promises herein contained, and for other good and valuable consideration hereby acknowledged, the parties agree that the aforesaid agreement be amended to extend to April 22, 2024: 1. Grant Amount. The City shall provide Grantee the amount of $5,000,000 in ARPA funds as final payment for the Project; under the original contracted amount of $10,000,000. Following execution of this Amendment, final payment shall be made in accordance with the terms of the Agreement. 2. ARPA Compliance and Certification. Grantee shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements: Grantee shall provide the City with a quarterly expenditure and performance report, as defined in the Final Rule and Treasury Department’s SLFRF Compliance and Reporting Guidance (CRG). Grantee shall also provide an annual report as required under the CRG. These reports shall be in a form spe cified under the CRG and shall be accompanied by invoices and receipts that substantiate the figures on the expenditure report. Additionally, a certification signed by the Chief Executive or designee of Grantee certifying that the uses of the grant funds are DocuSign Envelope ID: 566ABC2B-CC5E-4A50-97C9-836106CC92D3 2 consistent with those allowed under ARPA, shall be included with the expenditure report and substantiating documentation. As required by the 2 CFR Part 170, Appendix A award term regarding reporting subaward and executive compensation, recipients must also report the names and total compensation of their five most highly compensated executives and their subrecipients’ executives for the preceding completed fiscal year if (1) the recipient received 80 percent or more of its annual gross revenues from Federa l procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards), and received $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subc ontracts) and Federal financial assistance subject to the Transparency Act (and subawards), and (2) if the information is not otherwise public. If the Grantee is already disclosing this information as part of another agreement involving Federal monies, Gra ntee shall provide documentation to the City that it is fulfilling this requirement. Grantee’s failure to provide a Certification or provide either the quarterly or annual expenditure/performance reports may be considered a default of this Agreement under Section 5 of this Agreement. If Grantee is found to have provided services to ineligible individual, households, or entities or made an ineligible expenditure, the City shall have the right to reclaim a dollar amount from the Grantee that is equal to the amount determined to be ineligible. 3. Prevailing Wage. Under the CSLFRF Final Rule (31 CFR Part 35) and 2 CFR Part 200; the Davis-Bacon Act requirements for prevailing wage may not apply to projects funded solely with award funds from the SLFRF Program. Owner may be otherwise subject to the requirements of the Davis-Bacon Act when SLFRF award funds are used on a construction project in conjunction with other local, state or federal funds; corollary, state prevailing wage in construction may apply. OWNER shall indemnify, hold harmless and defend (with counsel reasonably acceptable to the CITY) the CITY against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including OWNER, its contractors and subcontractors) to pay prevailing wages as may be required by law. 4. General Terms. (a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the City Manager or designee. (b) The City is required under 2 CFR 200.332 to manage and monitor subrecipient compliance with ARPA guidance. Accordingly, Grantee agrees to permit City staff to conduct one performance review during the term of this Agreement. The City has the right to conduct additional performance reviews both during the term of this Agreement and after the Agreement’s term should the City believe these reviews are necessary. Records of Grantee expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the City or its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of three years after final payment or, if longer, for any period requi red by law. Records related to DocuSign Envelope ID: 566ABC2B-CC5E-4A50-97C9-836106CC92D3 3 Grantee’s performance metrics shall be made available and retained for the same time periods as the Project’s expense data. Grantee shall furthermore comply with all funding requirements as set forth in ARPA. If Grantee fails to provide City staff access or documentation necessary to conduct a City-requested performance review, the City may terminate this Agreement in accordance with Section 5. In addition, all books, documents, papers, and records of Grantee pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations , audit, or other action is commenced before the expiration of said time period, all records shall be retained and made available to the City until such action is resolved, or until the end of said time period whichever shall later occur. If Grantee should subcontract all or any portion of the services to be performed under this Agreement, Grantee shall cause each subcontractor to also comply with the requirements of this paragraph. This Section 12(b) shall survive expiration or termination of this Agreement. (c) Prior to execution of this Agreement by the City, Grantee shall have provided evidence to the City that Grantee is licensed to perform the services called for by this Agreement (or that no license is required). If Grantee should subcontract all or any portion of the work or services to be performed under this Agreement, Grantee shall require each subcontractor to provide evidence to the City that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work. (d) Prior to execution of this Agreement by the City, Grantee will permit City staff to conduct a subrecipient risk assessment, as required under the Uniform Guidance (2 CFR 200.332(b)). Failure to allow City staff to conduct this subrecipient risk assessment may result in the City terminating this Agreement in accordance with Section 5. Additionally, the Grantee’s failure to be certified by City staff at the end of the risk assessment as having adequate internal controls to manage the funding provided in this Agreement may result in the City terminating this Agreement in accordance with Section 5. 5. Effect of Amendment. Except as expressly modified by this Amendment, the Agreement is hereby reaffirmed and ratified. In the event of any conflict between the Agreement and this Amendment, this Amendment shall control. [SIGNATURE PAGE FOLLOWS] DocuSign Envelope ID: 566ABC2B-CC5E-4A50-97C9-836106CC92D3 4 IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth above. CITY OF FRESNO, a California municipal corporation By: Georgeanne A. White City Manager APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Angela Karst Date Senior Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Deputy Date Unity Health Centers of the San Joaquin Valley, a California Non-profit Corporation By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) DocuSign Envelope ID: 566ABC2B-CC5E-4A50-97C9-836106CC92D3 CEO Justin Preas Jesus Maldonado CFO 4/29/2024 4/29/2024 Tina Your 4/29/2024