FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page 1 AGREEMENT NO. ___________________
AGREEMENT WITH MERCY HOUSE LIVING CENTERS
FOR THE OPERATION OF THE
BRUNDAGE LANE NAVIGATION CENTER
This INDEPENDENT CONTRACTOR’S AGREEMENT (“Agreement”) is made and entered into on _______________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and MERCY HOUSE LIVING CENTERS a California non-profit public-benefit corporation authorized to do business in California (referred to herein as “CONTRACTOR”).
CITY and CONTRACTOR are collectively referred to herein as “Parties.”
R E C I T A L S
WHEREAS , On November 6, 2018, Measure N, the Public Safety and Vital Services Measure (PSVS) was passed by the voters, increasing the sales and use tax within the CITY; and
WHEREAS, funding from PSVS has been allo cated by CITY to address top community priorities, which include providing homeless services through partnerships with service providers; and
WHEREAS, CITY acknowledges that addressing homelessness in the community requires sufficient shelter capa city to decrease street homelessness and connect homeless persons to resources that will assist them in obtaining permanent housing; and
WHEREAS, Agreement No. 2020-061 approved on May 6, 2020, retained
CONTRACTOR
to administer and operate CITY’s navigation center known as the Brundage Lane Navigation Center, located at 1900 East Brundage Lane, Bakersfield, CA 93307 (herein the "Facility" or “BLNC”); and
WHEREAS, CONTRACTOR is familiar with and has experience in operating systems of care to address and end home lessness, including but not limited to emergency services and shelter, case management, on-site behavioral health services, rapid re-housing, and access to permanent housing; and
WHEREAS,
CONTRACTOR has performed well these past six years in
operating BLNC and has helped individuals experiencing homelessness find permanent housing; and
FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page 2 WHEREAS, CITY and CONTRACTOR now desire to enter this new Agreement to continue CONTRACTOR’s operation of BLNC.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:
1. SCOPE OF WORK. In exchange for the Compensation (defined below), CONTRACTOR shall perform the following at BLNC: directly provide care services including, but not limited to facility management and operation, routine facility maintenance and janito rial services, daily meals, laundry, transportation, coordination with partner referral entities, case management, housing navigation, job tr aining, veteran’s services, animal care services, on-site/off-site priv ate security, manage subcontracted services and coordinate miscellaneo us technical, medical and mental health services (“Scope of Work”). The Scope of Work shall include all items and procedures necessary to properly complete the task CONTRACTOR has been hired to perform, whether spec ifically included in the Scope of Work or not.
2. COMPENSATION/PAYMENT PROCEDURE. Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for performing the Scope of Work (“Compensation”):
(1) CITY and CONTRACTOR recognize that Compensation for services under this Agreement is based on an Annual Operating Budget (see Section 2.1 below) submitted by CONTRACTOR and approved by CITY for a projected level of serv ice for 300 clients at BLNC at any given time. Further, CONTRACTOR and CITY agree that total Compensation to CONTRACTOR is subje ct to adjustment/true-up at the end of every Fiscal Year based on an evaluation of actual annual occupancy levels and associated costs as set forth herein.
(2) Based on the approved Annual Operating Budget for Fiscal Year 2026/2027 attached hereto as EXHIBIT “A” and incorporated by reference herein, CITY shall pay CONTRACTOR a maximum
Compensation of SEVEN MILLION, NINE HUNDRED TWENTY-NINE
THOUSAND, SEVEN HUNDRED FIFTY-ONE DOLLARS AND NINETY CENTS ($7,929,751.90) for performing the Scope of Work. Of this maximum Compensation, CITY agrees to pay CONTRACTOR ONE MILLION, NINE
HUNDRED EIGHTY-TWO THOUSAND, FOUR HUNDRED THIRTY-EIGHT
FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page 3 DOLLARS ($1,982,438) upon execution of this Agreement by all Parties.
(3) No later than thirty (30) days from the date CITY receives an acceptable Claim for Payment form from CONTRACTOR the
remainder of said Compensation shall be made in monthly installments from CITY to CONTRACTOR beginning July 1
st, and every
month thereafter for twelve months. Said Claim for Payment form shall include:
a. A statement of program costs that properly document funds spent for the previous month; and
b. An itemization of all costs with supporting documentation by budget line item, including payroll records, arranged in the same order as the Annual Operating Budget; and
c. Itemization of all travel expens es incurred. Reimbursement for travel and other related cost s shall not exceed the rates established by the U.S. General Services Administration for the destination and in effect at the time the expense(s) is/are incurred; and
d. Copies of invoices submi tted to CONTRACTOR from
subcontractors.
2.1. Annual Operating Budget. The total Compensation for performance of the Scope of Work shall not exceed the Annual Operating Budget for each year of the term of thi s Agreement. The Annual Operating Budget shall be submitted by CONT RACTOR to CITY for review by April 1st each Fiscal Year (for the purposes of this Agreement, the term "Fiscal Year" refers to CITY's fiscal year). The Annual Operating Budget shall be subject to approval by CITY and will include, but shall not be limited to, the following:
2.1.1. “Annual Operating Budget Summary,” and
2.1.2. Detailed Annual Operating Budget, with detail on: (1) Administrative & Professiona l Services, (2) Operations & Program Expenses, (3) Facility & Security Expenses, and Miscellaneous or other categories as needed. Each section
FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page 4 shall include a detailed line-item breakdown of each staff position (including total salary and benefit costs), supplies, services, fees, transportation costs, security and safety detail, etc.
2.2. Overtime. No funds paid to CONTRACTOR through this Agreement shall be utilized to compensate employees of CONTRACTOR for overtime or compensatory time off, except to the extent that CONTRACTOR is required to pay for overtime or compensatory time off, pursuant to the Fair Labor Standards Act of 1938, 29 United States Code (USC) Section 201, et seq., or applicable state law.
2.3. Improper Expenditures. CONTRACTOR shall be liable for and accountable to CITY for any an d all program funds improperly expended under this Agreement by CONTRACTOR or its
representatives, whether or not such representative was acting within the scope of his or her employment. CITY will notify CONTRACTOR in writing of any findings supporting a determination of such improper expenditure and shall meet with CONTRACTOR about such findings.
CONTRACTOR shall reimburse CITY the amount of any such improper expenditure upon demand, but such demand shall be subject to interest.
2.4. Adjustments by CONTRACTOR. CONTRACTOR shall adjust from its billings to CITY all charges not fu lly reimbursable under the terms of this Agreement. CONTRACTOR accepts fiscal responsibility for any future audit findings resulting fr om CONTRACTOR’s billings under this Agreement.
2.5. Changes to Compensation. CITY reserves the right to reduce the Compensation during any Fiscal Year based on any of the following elements:
2.5.1. Failure to adhere to the performance and fiscal
requirements and standards required under this
Agreement; and/or,
2.5.2. Identifying indicators of reduced or unsatisfied performance; and/or,
FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page 5
2.5.3. Projected underspending of funding based on actual costs to date; and/or,
2.5.4. Any requested changes in Compensation resulting from increased costs, outside the budget cycle, or changes
between budget line items shall be submitted by
CONTRACTOR to CITY for review. In the event that funding is not provided to cover in creased costs, CONTRACTOR
shall submit a plan of proposed services to match the
funding level including cost-mitigating actions.
2.6. Advance Payment, Reimbursement Policy and Billing Requirements.
CONTRACTOR will receiv e a 25% advance of every Annual Budget within ten (10) days of approval of such Annual Budget. CONTRACTOR shall receive the remainder of its base compensation amount in twelve (12) equal interim monthly payments, prorated for the first year of operation. The interim monthly amounts will be paid in advance and no later than thirty (30) days from the date the City receives an acceptable Claim for Payment from the CONTRACTOR.
3. TERM. Unless terminated sooner, as set forth herein, this Agreement shall commence July 1, 2026, and continue year to year dependent on CITY Council approval of an Annual Opera ting Budget and Agreement every Fiscal Year.
4. CONTRACTOR’S OBLIGATIONS:
4.1. Services. CONTRACTOR shall provide all approvals, labor, staffing, training, services, maintenance, and items (collectively, the "Services") appropriate and necessary to fully and adequately perform, and shall perform, the Sc ope of Work established for the Facility. All Services shall be performed in accordance with the provisions of this Agreement and all applicable local, state, and federal laws, rules, and regulations.
4.1.1. CONTRACTOR warrants that CONTRACTOR and its agents, employees, volunteers and subcontractors performing
Services under this Agreement have been selected and are appropriate, competent and properly licensed to perform the work and deliver the Services required under this
Agreement and are not employees of CITY.
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4.1.2. CONTRACTOR and its representatives shall perform all work in a safe and skillful manner and in compliance with all applicable laws and regulations. All work performed under this Agreement that is required by law to be performed or supervised by licensed personnel shall be performed in
accordance with such licensing requirements.
4.1.3. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary to carry out the
Services, except as otherwise specified in this Agreement.
4.2. Facility. CITY is granting CONTRACTOR and it’s representatives access to the Facility hereunder fo r the performance of Services, subject to compliance with CITY's standard administrative and security requirements and policies. CONTRACTOR shall have no tenancy or any other property rights or interest in the Facility. All CONTRACTOR employees and subc ontractors must carry and produce when requested a valid identification card while in the Facility or performing Services. CONTRACTOR shall not in any way physically alter or improve the Facility without the prior written approval of CITY. While at the Fac ility or any other CITY facility, CONTRACTOR and its representatives must: (1) comply with CITY's requests, rules, policies and regu lations regarding personal and professional conduct (including without limitation, the wearing of an identification badge and adhering to regulations and general safety practices or procedures) and (2) otherwise conduct themselves in a professional and businesslike manner.
4.2.1. Damage to Facility. CONTRACTOR shall be responsible for general day-to-day maintenance and repair of the Facility.
CONTRACTOR must immediately notify CITY of any and all
damages to the Facility to be repaired by CITY, other than normal wear and tear to CITY property (Facility repairs). CITY shall repair, or cause to be repaired, at CITY's sole cost, any damage (other than normal wear and tear) to the Facility that CITY is obligated to repair, including without limitation to, damage to CITY’s buildin gs, grounds, equipment, and furniture, unless such damage is caused by the negligence, gross negligence, reckless acts, or willful acts of
CONTRACTOR or its representatives, in which case
FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page 7 CONTRACTOR shall repair such damage within a
reasonable timeframe or cause such damage to be
repaired at CONTRACTOR's sole cost. In the event
CONTRACTOR fails to repair damage caused by
CONTRACTOR within a reasonable timeframe after
demand made by CITY for said repairs, CITY may, without limitation of CITY’s other rights and remedies provided by law or under this Agreement, upon written notice to
CONTRACTOR, deduct such costs from any amounts due to
CONTRACTOR from CITY under this Agreement.
4.3. Cooperation with Third Parties. CONTRACTOR acknowledges that CITY's use of Services may requ ire cooperation between or among CONTRACTOR's and CITY's third-party service providers. If CITY has engaged a third party to provide an y products or services that will interface with or otherwise relate to the Services provided by CONTRACTOR, CONTRACTOR shall, at no additional cost to CITY unless otherwise explicitly agreed to in writing, and no more than a de minimis cost to CONTRACT OR, cooperate with the service provider and provide all information and assistance reasonably required by CITY and that service provider; provided that CONTRACTOR will not be requir ed to provide its confidential information to another service provider.
4.4. Communication. CONTRACTOR shall: (i) immediately notify CITY in writing of any development that may have a material impact on CONTRACTOR's ability to perform its obligations under this Agreement; (ii) disclose to CITY all known material risks associated with performance under this Agreement; (iii) ensure that all information provided to CITY is accurate, complete and not misleading; and (iv) respond promptly to questions and problems relating to performance under this Agreement.
4.5. Staffing. CONTRACTOR shall supply adequate staffing and other necessary resources to provide the Services. Should CONTRACTOR experience vacant positions or staff absenteeism, minimum staffing level and availability of personnel will be maintained through the use of employee and volunteer substi tution. Personnel and volunteers assigned to fill vacant positions or absences shall be at the appropriate level to competently perform all aspects of the assignment.
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4.6. Subcontracting. CONTRACTOR may not subcontract or otherwise delegate its obligations in whole or in part under this Agreement without the prior written consent of CITY, which consent shall not be unreasonably withheld. Notwiths tanding CITY's consent to a subcontractor:
4.6.1. CONTRACTOR shall not be relieved of its obligations to CITY under this Agreement and shall remain responsible to CITY for all obligations and performance under this Agreement;
4.6.2. No subcontract shall bind or purport to bind CITY;
4.6.3. CONTRACTOR shall ensure that its subcontractors
(“subcontractor” for the purpose of these subparagraphs) comply with all applicable ter ms and conditions of this Agreement that relate to the Services provided by the
subcontractor and all obligat ions of CONTRACTOR that a subcontractor is performing on CONTRACTOR's behalf;
4.6.4. Failure of a subcontractor to comply with the requirements of this Agreement shall constitute a breach of this
Agreement by CONTRACTOR. All rights of CITY under this
Agreement shall apply to CONT RACTOR's subcontractor(s) that provide Services to the Facility on CONTRACTOR's
behalf. Prior to requesti ng CITY's consent to a
subcontractor, CONTRACTOR shall make each
subcontractor aware of it s obligations under this
Agreement, have each subco ntractor attest that it has
read and is familiar with this Agreement, and attest to its ability to perform its obligations under the subcontract and hereunder, and shall provide CITY with same upon request.
Any violation of this section shall constitute a material breach of this Agreement, which is subject to the notice and cure provisions of this Agreement, as provided herein; and
4.6.5. Each subcontractor selected by CONTRACTOR shall be appropriate to perform the Services assigned to them.
Subcontractor shall maintain complete and accurate time sheets regarding Services performed and hours worked.
Should CITY be reasonably dissatisfied with the
FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page 9 performance, competence, responsiveness, capabilities,
cooperativeness, or fitness for a particular task of any subcontractor, CITY may request the replacement of that subcontractor. The replacement request shall be in writing and upon receipt of the request, if in its sole discretion CONTRACTOR determines to replace the subcontractor,
CONTRACTOR shall make reason able efforts to furnish a
qualified and acceptable replacement within thirty (30) days. In the event CONTRACTOR should ever need to
remove any subcontractor from performing Services,
CONTRACTOR shall provide CITY with adequate notice,
except in circumstances in which such notice is not
possible, and shall work with CITY on a mutually agreeable transition plan so as to provide an acceptable
replacement and ensure project continuity transition to replacement personnel as a result of the actions or inaction of subcontractor shall be at no additional cost to CITY. In addition, CONTRACTOR represents and warrants that it will, to the maximum extent possible, take all reasonably
necessary steps to assure continuity over time of
subcontractors.
4.7. Bakersfield Kern Regional Homeless Collaborative (BKRHC) Participation. CONTRACTOR shall maintain membership and active participation in the BKRHC, and report on progress made toward local homelessness goals.
4.8. Coordinated Entry System Participation. CONTRACTOR will participate in the BKRHC’s Coordinated Entry System (CES).
4.9. Service Delivery Monitoring. The City Manager or his/her designee shall have the right to access, upon seventy-two (72) hours written notice, all activities provided by CO NTRACTOR, as well as all books and records maintained by CONTRACTOR under this Agreement.
CITY's notice shall identify the acce ss sought. CITY will confer with CONTRACTOR to minimize disrupti on to CONTRACTOR's provision of the Services and operation of the Fa cility. For the purposes of this Section, (i) the term "access" includes (a) access to the premises of the location of the records to the extent relevant to the performance of this Agreement, (b) the provision by CONTRACTOR and its representatives of records and information in a data format and storage medium accessible by use of CONTRACTOR's existing
FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page 10 computer hardware and soft ware, (c) inspect and copy
documentation, books and records, however stored, in the custody or under the control of CONTRACTOR or its representatives, and (d) require assistance in respect of any inquiry into or concerning the Services, including any administrative or statutory review, audit or inquiry (whether within or external to the public organization), any request for information directed to CITY, and any inquiry conducted by legislature; (ii) the term "books and records" includes all files, records, and other documents re lated to the performance of this Agreement; and (iii) the term "activities" includes attendance at staff, board of directors, advisory committee and advisory committee and advisory board meetings, and ob servation of on-going program functions. CONTRACTOR shall permit on-site inspection of the Facility by CITY, subject to the notice requirements above and ensure that CONTRACTOR’s employees furnish such information, as in the judgment of CITY may be relevant to the question of compliance with contractual conditions, or the effectiveness, legality, and achievements of the Services.
5. REPORTING. CONTRACTOR shall prepare all reports, financial statements and deliverables as required by this Agreement. CONTRACTOR shall prepare such other reports, statements, and other data as reasonably requested by CITY from time to time.
5.1. Homeless Management Information System (HMIS) Reporting Requirements. CONTRACTOR will collect and evaluate data to be entered into HMIS. The data will be entered into a local HMIS using the Department of Housing and Urban Development’s standards for participation.
6. LIMITATIONS. Notwithstanding anything to the contrary, CONTRACTOR shall not undertake any of the following actions without CITY's prior approval:
6.1. Operate the Facility in a manner that is inconsistent with the policies, procedures, and directives communicated to CONTRACTOR
referenced in this Agreement or communicated by CITY.
6.2. Cause CITY to enter into a transact ion with a person or entity if CONTRACTOR or an affiliate of CONTRACTOR has a material financial interest in the person or entity, unless the transaction has been specifically approved by CITY af ter disclosure of the conflict of interest by CONTRACTOR.
FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page 11
6.3. Any action that is reasonably likely to have an adverse effect on the operations of the Facility.
6.4. Incur indebtedness on behalf of CITY, or otherwise in connection with the development or operation of the Facility other than as contemplated in the budget or outside the ordinary course of business.
6.5. Grant or permit any lien, security interest, mortgage or other lien (other than liens imposed by law) on any asset of CITY.
6.6. Enter into any contract or series of contracts on behalf of CITY which (i) are outside of the ordinary cour se of its business, (ii) require payments in excess of budget without CITY's prior approval, or (iii) impose restrictive covenants on CITY or Facility such as a noncompetition provision.
7. TERMINATION.
7.1. Termination Without Cause. During the term of this Agreement, either CITY or CONTRACTOR may terminate this Agreement for any reason, by giving written notice of termina tion to the other at least one hundred twenty (120) calendar days prior to the effective date of termination. Such notice shall set forth the effective date of termination. Regardless of which party seeks to terminate the Agreement under this section, CONTRACTOR shall provide
transitional services as further described herein (the "Transition Period"). In the event of such termination, the amount payable under this Agreement shall be reduced in proportion to the Services provided prior to the date of termination.
7.2. Termination With Cause. CITY may cancel and terminate this Agreement for good cause upon thirt y (30) calendar days written notice to CONTRACTOR, provided that upon receipt of said notice, CONTRACTOR is allowed a period of thirty (30) calendar days to cure any breach or other failure constituting good cause to terminate this Agreement.
“Good cause" includes, but is not limited to, failure of CONTRACTOR to perform the required or portions of Scope of Work set forth under this Agreement or inability of CITY secure funding for this Agreement.
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If CITY terminates this Agreement for good cause, CITY may be relieved of the payment of any consideration to CONTRACTOR (other than for work already pe rformed and/or goods already provided subject to offset for da mages incurred as a result of a material breach), and obtain spec ial, indirect, incidental or consequential damages or any damages whatsoever from
CONTRACTOR resulting from said breach, and CITY may proceed with the work in any manner which CI TY deems proper. The cost to CITY shall be deducted from an y sum due to CONTRACTOR under this Agreement.
7.3. Immediate Termination. CITY may cancel and terminate this Agreement effective immediately without ANY written notice to CONTRACTOR in the event of illegal activity, activity that places individuals in significant harm, and/or activity that presents a danger to public safety.
If CITY terminates this Agreement immediately, CITY may be relieved of the payment of any Compensation to CONTRACTOR (other than for work already performed and/or goods already provided subject to offset for damages incurred as a result of a material breach), and obtain special, indirect, incidental or consequential damages or any damages whatsoever from CONTRACTOR resulting from said breach, and CITY may proceed with the work in any manner which CITY deems proper. The cost to CITY shall be deducted from any sum due to CONTRACTOR under this Agreement.
7.4. Transitional Services. During the Transition Period, CONTRACTOR agrees that there shall be no de gradation in the ongoing provision of Scope of Work services prov ided, and that CONTRACTOR shall continue to meet all existing performance metrics.
8. ACCOUNTING RECORDS. CONTRACTOR shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at CONTRACTOR's office during the term of this Agreement, and for a period of five (5) years from the date of the final payment hereunder, and made availabl e to CITY representatives upon request at any time during regular business hours.
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9. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, conc erning or related in any way to this Agreement (includi ng, but not limited to, accounts, actions, causes of action, claims, da mages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non-assigning party or parties.
10. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and assigns.
11. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall, at CONTRACTOR’s sole cost, comply with all of the requirements of municipal, state, and federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully obse rve in all activities relating to or growing out of this Agreement all mu nicipal ordinances and state and federal statutes, rules or regulation s, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required.
12. CONFIDENTIALITY. Either party receives from the other information which due to the nature of such informat ion is reasonably understood to be confidential and/or proprietary, the receiving party agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Inform ation" shall include all nonpublic information. Confidential Information includes not only written information, but also information transferred orally , visually, electron ically, or by other means. Confidential Information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is through no fault of the receiving party disclosed in a publicly available
FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page 14 source; (c) is in rightful possession of the receiving party and not subject to an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently de veloped by the receiving party without reference to information disclosed by the disclosing party, as demonstrated by competent written record.
13. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represents and warrants that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
14. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.
15. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the services described herein are performed.
16. EQUIPMENT. CONTRACTOR will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement.
17. EXECUTION. This Agreement is effective upon the date first written above and is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.
18. EXHIBITS. In the event of a conflict b etween the terms, conditions or specifications set forth in this Agreem ent and those in exhibits attached hereto, the terms, conditions, or specif ications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Ag reement, whether or not actually attached.
19. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.
20. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.
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21. INCLUDED DOCUMENTS. Any bid documents, including, without limitation, special provisions and standard specifications and any Request for Proposals, Request for Qualifications and responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein.
22. INDEMNITY. CONTRACTOR shall indemnify, defend, and hold harmless CITY and CITY’s officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by CONTRACTOR or CONTRACTOR’s employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for CITY’s sole active negligence or willful misconduct.
23. INDEPENDENT CONTRACTOR. This Agreement calls for CONTRACTOR’s performance of the Scope of Work as an independent contractor.
CONTRACTOR is not an agent or employ ee of CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with CONTRACTOR other than that of an independent contractor.
24. INSURANCE.
24.1 Types and Limits of Insurance. In addition to any other insurance or security required under this Agreement, CONTRACTOR must procure and maintain, for the duration of this Agreement, the types and limits of insurance below ("Basic Insurance Requirements").
24.1.1 Automobile liability insurance, providing coverage for owned, non-owned, and hired autos on an occurrence
basis for bodily injury, incl uding death, of one or more persons, property damage, and personal injury, with limits of not less than $1,000,000 per occurrence.
24.1.2 Commercial general liability insurance, unless otherwise approved by CITY’s Risk Manager, providing coverage on
an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal
injury, with limits of not less than $1,000,000 per occurrence.
The policy must:
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24.1.2.1 Provide contractual liability
coverage for the terms of this Agreement;
24.1.2.2 Provide products and completed
operations coverage;
24.1.2.3 Provide premises, operations, and
mobile equipment coverage; and
24.1.2.4 Contain an additional insured
endorsement in favor of CITY and its mayor,
council, officers, agents, employees, and
designated volunteers.
24.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence. In accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861,
CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:
I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability fo r worker’s compensation or to undertake self-insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of
the work of this contract.
By executing this Agreement, CONTRACTOR is submitting the certification required above.
The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.
24.2 General Provisions Applying to All Insurance Types.
24.2.1 All policies required of CONTRACTOR must be written on a first-dollar coverage basis, or contain a deductible
provision. Subject to CITY’s advance approval,
FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page 17 CONTRACTOR may utilize a self-insured retention in any or all of the policies provided, but the policy or policies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self-insured provision or requirement by anyone other than the named insured or by any means
including other insurance or which is intended to defeat the intent or protection of an additional insured.
24.2.2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers
must be excess of CONTRACT OR’s insurance and must not
contribute with it.
24.2.3 The insurance required above, except for workers’ compensation insurance, must be placed with insurers with a Best’s rating as approved by CITY’s Risk Manager, but in no event less than A-:VII. Any deductibles, self-insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Agreement, or insurance rated below Best’s A-:VII, must be declared prior to execution of this Agreement and approved by CITY in
writing.
24.2.4 The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as
evidenced by CITY’s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.
24.2.5 Full compensation for all premiums which CONTRACTOR is required to pay to satisfy the Basic Insurance Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no additional
allowance will be made therefor or for additional premiums which may be required by extensions of the policies of
insurance.
24.2.6 It is further understood and agreed by CONTRACTOR that
FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page 18 its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by
CONTRACTOR in connection with this Agreement.
24.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for CONTRACTOR, and all subcontractors must agree in writing to be bound by the provisions of this section.
24. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.
25. KEY PERSONNEL. At request of CITY, CONTRACTOR shall name all key personnel to be assigned to the work set forth herein. CITY reserves the right to approve key personnel, which approval shall not be unreasonably withheld. Once the key personnel are approved CONTRACTOR shall not change such personnel without the approval of CITY.
26. LICENSES. CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally requir ed for CONTRACTOR to practice its profession and perform the Scope of Work. If CONTRACTOR is a corporation, at least one (1) officer or key employee shall hold the required licenses or professional degrees. If CONTRACTOR is a partnership, at least one (1) partner shall hold the required licensees or professional degrees.
27. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties.
28. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement sh all not constitute a waiver of that party's right to enforce such a provision at a later time and shall not serve to vary the terms of this Agreement.
29. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090).
FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page 19
30. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice:
CITY: CITY OF BAKERSFIELD - CITY HALL NORTH
Economic and Community Development
1600 Truxtun Ave., 3rd Floor
Bakersfield, California 93301
CONTRACTOR: MERCY HOUSE LIVING CENTERS
P.O. Box 1905
Santa Ana, California 92702
31. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council.
32. SB 854 COMPLIANCE. To the extent Labor Code Section 1771.1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform pu blic work pursuant to Labor Code Section 1725.5. It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Labor Code Section 1725.5 at the time the contract is awarded. The prime contractor is re quired to post job site notices in compliance with California Code of Regulations, Title 8, Section 16451. This project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations.
33. STANDARD OF PERFORMANCE. The Scope of Work shall be performed in conformity with all legal requirements and industry standards observed by a specialist of CONTRACTOR’s profession in California.
34. STARTING WORK. CONTRACTOR shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above.
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35. TAX NUMBERS.
CONTRACTOR’s Federal Tax ID Number ____________________.
CONTRACTOR is a corporation? Yes ________ No ________
(Please check one.)
36. THIRD-PARTY CLAIMS. In the case of public works contracts, CITY will timely notify CONTRACTOR of third-party clai ms relating to this Agreement. CITY shall be allowed to recover from CONTRACTOR, and CONTRACTOR shall pay on demand, all costs of notification.
37. TITLE TO DOCUMENTS. All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation, become CITY property.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
“CITY” “CONTRACTOR”
CITY OF BAKERSFIELD MERCY HOUSE LIVING CENTERS
By:____________________________ By:________________________________ KAREN GOH PATTI LONG, Deputy CEO for
Mayor LARRY HAYNES
Executive Director
APPROVED AS TO CONTENT:
ECONOMIC AND COMMUNITY
DEVELOPMENT DEPARTMENT
By:_____________________________
JENNIFER M. BYERS
Director
APPROVED AS TO FORM: COUNTERSIGNED:
City Attorney: ________________________________ Finance Director: ________________________________
VIRGINIA GENNARO RANDY MCKEEGAN
Insurance:____________
Attachment(s): Exhibit A
FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page A -1
EXHIBIT A
BLNC ANNUAL OPERATING BUDGET
FY27
Table 1. Annual OperaƟng Budget Summary
Indirect Costs
Facility OperaƟons and Maintenance/Good Neighbor Policy Facility Meal Program
TransportaƟon Services
Case Management/Housing NavigaƟon/Coordinated Entry TOTAL:
Table 2. Detailed Annual OperaƟng Budget
$ 720,886.54
$ 4,150,643.24
$ 1,329,217.20
$ 665,851.20
$ 1,063,153.73
$ 7,929,751.90
Indirect Costs
Indirect Total $ 720,886.54 Program Expenses
Regional Director Kern County $ 107,100.00 Program Manager $ 99,590.40 Site Lead $ 444,880.80 Sr. Site Lead
Overnight Lead
Shelter Specialist Staff $ 1,209,499.20 Overnight Specialist Staff
Kennel Supervisor $ 57,657.60 Human Resource Specialist (Local) $ 65,520.00 Community Engagement Specialist $ 66,830.40 Maintenance Staff $ 65,520.00 Support Services/Diversion/Housing Barrier Costs $ 10,500.00 Pet Care $ 50,000.00 Insurance Coverage $ 148,500.00 Furniture Replacement Reserves $ 6,000.00 OperaƟons - Program Expenses Total $ 2,331,598.40 Facility Expenses
Program Supplies (Formerly Janitorial, Laundry, toilet paper, soap) $ 150,000.00 Facility repairs and maintenance $ 50,000.00 Landscaping
FY26-27 PSVS Shelter Operations: Mercy House Living Centers Page A -2 UƟliƟes $ 425,000.00
Contract Security Guards $ 502,153.64 Safety Specialist $ 691,891.20 Facility and Security Total $ 1,819,044.84 Case Management, Housing Services, and HMIS Staff
Housing SoluƟons Manager $ 99,590.40 NavigaƟon Supervisor $ 73,382.40
Navigator $ 739,065.60 Leasing Agent $ 62,899.20 ReservaƟons Specialist $ 30,558.53 HMIS Data Entry Specialist $ 57,657.60 Other Staffing Total $ 1,063,153.73 Meal Program
Kitchen Manager $ 91,728.00 Lead Cook $ 115,315.20 Prep Cook $ 302,702.40 Kitchen LogisƟcs $ 144,471.60 Meals and Snacks $ 675,000.00 Facility Meal Program Total $ 1,329,217.20 TransportaƟon Services
Driver Supervisor $ 70,761.60 Driver $ 490,089.60
ShuƩle Fuel/Maintenance/Insurance $ 100,000.00 Auto Lease/Maintenance
TransportaƟon Assistance (Rideshare/Bus Pass) $ 5,000.00 TransportaƟon Services Total $ 665,851.20 OperaƟonal Total $ 7,208,865.37 TOTAL ANNUAL BUDGET: $ 7,929,751.90