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COUNTY OF MENDOCINO
STANDARD SERVICES AGREEMENT
This Agreement is by and between the COUNTY OF MENDOCINO, hereinafter referred to as the “COUNTY”, and CITY OF FORT BRAGG, hereinafter referred to as the “CONTRACTOR”.
WITNESSETH
WHEREAS, pursuant to Government Code Section 31000, COUNTY may retain independent contractors to perform special services to or for COUNTY or any department thereof; and WHEREAS, COUNTY desires CONTRACTOR to operate the Mendocino Coast Emergency Winter Shelter during severe weather conditions; and WHEREAS, CONTRACTOR is willing to provide such services on the terms and conditions set forth in this Agreement and is willing to provide same to COUNTY.
NOW, THEREFORE it is agreed that COUNTY does hereby retain CONTRACTOR to provide the services described in Exhibit A, and CONTRACTOR accepts such engagement, on the General Terms and Conditions hereinafter specified in this Agreement, the Additional Provisions attached hereto, and the following described exhibits, all of which are incorporated into this Agreement by this reference:
Exhibit A Definition of Services
Exhibit B Payment Terms
Exhibit C Insurance Requirements
Exhibit D Assurance of Compliance with Nondiscrimination in State and Federally Assisted Programs Appendix A Certification Regarding Debarment, Suspension, and Other Responsibility Matters -- Lower Tier Covered Transactions Attachment 1 Invoice and Reports
The term of this Agreement shall be from December 1, 2023 (the “Effective Date”), and shall continue through March 31, 2024.
The compensation payable to CONTRACTOR hereunder shall not exceed Eighty-One Thousand Nine Hundred Dollars ($81,900) for the term of this Agreement.
IN WITNESS WHEREOF
DEPARTMENT FISCAL REVIEW:
By:____________________________
Bekkie Emery, Social Services Director
Date:
Budgeted: Yes
Budget Unit: 0446
Line Item: 86-3112
Org/Object Code: VRH10
Grant: Yes
Grant No.: 22-HHAP-20041
CONTRACTOR/COMPANY NAME
By:_______________________________
Neil J. Cervenka, Chief of Police
Date:
NAME AND ADDRESS OF CONTRACTOR:
CITY OF FORT BRAGG
250 Cypress St.
Fort Bragg, CA 95437
707-961-2804
[email protected]
COUNTY OF MENDOCINO
By: _____________________________
GLENN MCGOURTY, Chair
BOARD OF SUPERVISORS
Date:_____________________________
By signing above, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement ATTEST:
DARCIE ANTLE, Clerk of said Board
By: ____________________________
Deputy
I hereby certify that according to the provisions of Government Code section 25103, delivery of this document has been made.
DARCIE ANTLE, Clerk of said Board
By: __________________________
Deputy
COUNTY COUNSEL REVIEW:
APPROVED AS TO FORM:
CHRISTIAN M. CURTIS,
County Counsel
By:________________________________
Deputy
Date:_____________________________
INSURANCE REVIEW:
By: ______________________________
Risk Management
Date:______________________________
EXECUTIVE OFFICE/FISCAL REVIEW:
By: _________________________________
Deputy CEO or Designee
Date:_______________________________
Signatory Authority: $0-25,000 Department; $25,001- 50,000 Purchasing Agent; $50,001+ Board of Supervisors Exception to Bid Process Required/Completed RFP 040-23 Mendocino County Business License: Valid
Exempt Pursuant to MCC Section: Located within city limits in Mendocino County
GENERAL TERMS AND CONDITIONS
1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created by this Agreement; it being understood and agreed that CONTRACTOR is an Independent Contractor. CONTRACTOR is not the agent or employee of the COUNTY in any capacity whatsoever, and COUNTY shall not be liable for any acts or omissions by CONTRACTOR nor for any obligations or liabilities incurred by CONTRACTOR.
CONTRACTOR shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, social security, disability, Workers’ Compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind.
CONTRACTOR shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold COUNTY harmless from any and all liability which COUNTY may incur because of CONTRACTOR’s failure to pay such amounts.
In carrying out the work contemplated herein, CONTRACTOR shall comply with all applicable federal and state workers’ compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents, and/or employees will be considered as Independent Contractors and shall not be treated or considered in any way as officers, agents and/or employees of COUNTY.
CONTRACTOR does, by this Agreement, agree to perform his/her said work and functions at all times in strict accordance with all applicable federal, state and COUNTY laws, including but not limited to prevailing wage laws, ordinances, regulations, titles, departmental procedures and currently approved methods and practices in his/her field and that the sole interest of COUNTY is to ensure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by the COUNTY agency concerned.
Notwithstanding the foregoing, if the COUNTY determines that pursuant to state and federal law CONTRACTOR is an employee for purposes of income tax withholding, COUNTY may upon two (2) week’s written notice to CONTRACTOR, withhold from payments to CONTRACTOR hereunder federal and state income taxes and pay said sums to the federal and state governments.
2. INDEMNIFICATION: To the furthest extent permitted by law (including without limitation California Civil Code sections 2782 and 2782.8, if applicable), CONTRACTOR shall assume the defense of, indemnify, and hold harmless the COUNTY, its officers, agents, and employees, from and against any and all claims, demands, damages, costs, liabilities, and losses whatsoever alleged to be occurring or resulting in connection with the CONTRACTOR’s performance or its obligations under this Agreement, unless arising out of the sole negligence or willful misconduct of COUNTY. “CONTRACTOR’s performance” includes CONTRACTOR’s action or inaction and the action or inaction of CONTRACTOR’s officers, employees, agents and subcontractors.
3. INSURANCE AND BOND: CONTRACTOR shall at all times during the term of the Agreement with the COUNTY maintain in force those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein.
4. WORKERS’ COMPENSATION: CONTRACTOR shall provide Workers' Compensation insurance, as applicable, at CONTRACTOR's own cost and expense and further, neither the CONTRACTOR nor its carrier shall be entitled to recover from COUNTY any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement.
CONTRACTOR affirms that s/he is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for the Workers’ Compensation or to undertake self-insurance in accordance with the provisions of the Code and CONTRACTOR further assures that s/he will comply with such provisions before commencing the performance of work under this Agreement. CONTRACTOR shall furnish to COUNTY certificate(s) of insurance evidencing Worker’s Compensation Insurance coverage to cover its employees, and CONTRACTOR shall require all subcontractors similarly to provide Workers’ Compensation Insurance as required by the Labor Code of the State of California for all of subcontractors’ employees.
5. CONFORMITY WITH LAW AND SAFETY:
a. In performing services under this Agreement, CONTRACTOR shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. CONTRACTOR shall indemnify and hold COUNTY harmless from any and all liability, fines, penalties and consequences from any of CONTRACTOR’s failures to comply with such laws, ordinances, codes and regulations. b. Accidents: If a death, serious personal injury or substantial property damage occurs in connection with CONTRACTOR’s performance of this Agreement, CONTRACTOR shall immediately notify Mendocino County Risk Manager's Office by telephone. CONTRACTOR shall promptly submit to COUNTY a written report, in such form as may be required by COUNTY of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of CONTRACTOR's sub-contractor, if any; (3) name and address of CONTRACTOR's liability insurance carrier; and (4) a detailed description of the accident and whether any of COUNTY's equipment, tools, material, or staff were involved. c. CONTRACTOR further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and to grant to the COUNTY the opportunity to review and inspect such evidence, including the scene of the accident.
6. PAYMENT: For services performed in accordance with this Agreement, payment shall be made to CONTRACTOR as provided in Exhibit B hereto as funding permits.
If COUNTY over pays CONTRACTOR for any reason, CONTRACTOR agrees to return the amount of such overpayment to COUNTY, or at COUNTY’s option, permit COUNTY to offset the amount of such overpayment against future payments owed to CONTRACTOR under this Agreement or any other Agreement.
In the event CONTRACTOR claims or receives payment from COUNTY for a service, reimbursement for which is later disallowed by COUNTY, State of California or the United States Government, the CONTRACTOR shall promptly refund the disallowance amount to COUNTY upon request, or at its option COUNTY may offset the amount disallowed from any payment due or that becomes due to CONTRACTOR under this Agreement or any other Agreement.
All invoices, receipts, or other requests for payment under this contract must be submitted by CONTRACTOR to COUNTY in a timely manner and consistent with the terms specified in Exhibit B. In no event shall COUNTY be obligated to pay any request for payment for which a written request for payment and all required documentation was first received more than six (6) months after this Agreement has terminated, or beyond such other time limit as may be set forth in Exhibit B.
7. TAXES: Payment of all applicable federal, state, and local taxes shall be the sole responsibility of the CONTRACTOR.
8. OWNERSHIP OF DOCUMENTS: CONTRACTOR hereby assigns the COUNTY and its assignees all copyright and other use rights in any and all proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement, whether prepared by the COUNTY, the CONTRACTOR, the CONTRACTOR’s subcontractors or third parties at the request of the CONTRACTOR (collectively, “Documents and Materials”). This explicitly includes the electronic copies of all above stated documentation.
CONTRACTOR shall be permitted to retain copies, including reproducible copies and computerized copies, of said Documents and Materials. CONTRACTOR agrees to take such further steps as may be reasonably requested by COUNTY to implement the aforesaid assignment. If for any reason said assignment is not effective, CONTRACTOR hereby grants the COUNTY and any assignee of the COUNTY an express royalty – free license to retain and use said Documents and Materials. The COUNTY’s rights under this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not CONTRACTOR’s services as set forth in Exhibit A of this Agreement have been fully performed or paid for.
The COUNTY’s rights under this Paragraph 8 shall not extend to any computer software used to create such Documents and Materials.
9. CONFLICT OF INTEREST: The CONTRACTOR covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required under this Agreement.
10. NOTICES: All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows:
Personal delivery: When personally delivered to the recipient, notices are effective on delivery.
First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.
Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender’s account, notice is effective on delivery, if delivery is confirmed by the delivery service.
Facsimile transmission: When sent by facsimile to the facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that, (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given facsimile shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non-business day.
Addresses for purpose of giving notice are as follows:
To COUNTY:
COUNTY OF MENDOCINO
Department of Social Services
Adult & Aging Services
P.O. Box 839
Ukiah, CA 95482
Attn: Veronica Wilson
To CONTRACTOR:
CITY OF FORT BRAGG
250 Cypress St.
Fort Bragg, CA 95437
Attn: Neil J. Cervenka
Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service.
Any party may change its address or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement.
11. USE OF COUNTY PROPERTY: CONTRACTOR shall not use COUNTY property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of his/her obligations under this Agreement.
12. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: CONTRACTOR certifies that it will comply with all Federal, State, and local laws, rules and regulations pertaining to nondiscrimination in employment. a. CONTRACTOR shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement, state that it is an “Equal Opportunity Employer” or that all qualified applicants will receive consideration for employment without regard to their race, creed, color, pregnancy, disability, sex, sexual orientation, gender identity, ancestry, national origin, age, religion, Veteran’s status, political affiliation, or any other factor prohibited by law. b. CONTRACTOR shall, if requested to so do by the COUNTY, certify that it has not, in the performance of this Agreement, engaged in any unlawful discrimination. c. If requested to do so by the COUNTY, CONTRACTOR shall provide the COUNTY with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under State or Federal law. d. Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act which is prohibited by law. e. The CONTRACTOR shall include the provisions set forth in this paragraph in each of its subcontracts.
13. DRUGFREE WORKPLACE: CONTRACTOR and CONTRACTOR's employees shall comply with the COUNTY’s policy of maintaining a drugfree workplace. Neither CONTRACTOR nor CONTRACTOR's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code § 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any COUNTY facility or work site. If CONTRACTOR or any employee of CONTRACTOR is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a COUNTY facility or work site, the CONTRACTOR, within five days thereafter, shall notify the head of the COUNTY department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement.
14. ENERGY CONSERVATION: CONTRACTOR agrees to comply with the mandatory standards and policies relating to energy efficiency in the State of California Energy Conservation Plan, (Title 24, California Administrative Code).
15. COMPLIANCE WITH LICENSING REQUIREMENTS: CONTRACTOR shall comply with all necessary licensing requirements and shall obtain appropriate licenses. To the extent required by law, CONTRACTOR shall display licenses in a location that is reasonably conspicuous. Upon COUNTY’s request, CONTRACTOR shall file copies of same with the County Executive Office.
CONTRACTOR represents and warrants to COUNTY that CONTRACTOR and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions.
16. AUDITS; ACCESS TO RECORDS: The CONTRACTOR shall make available to the COUNTY, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the COUNTY, and shall furnish to the COUNTY, within sixty (60) days after examination, its authorized agents, officers or employees such other evidence or information as the COUNTY may require with regard to any such expenditure or disbursement charged by the CONTRACTOR.
The CONTRACTOR shall maintain full and adequate records in accordance with COUNTY requirements to show the actual costs incurred by the CONTRACTOR in the performance of this Agreement. If such books and records are not kept and maintained by CONTRACTOR within the County of Mendocino, California, CONTRACTOR shall, upon request of the COUNTY, make such books and records available to the COUNTY for inspection at a location within County or CONTRACTOR shall pay to the COUNTY the reasonable, and necessary costs incurred by the COUNTY in inspecting CONTRACTOR’s books and records, including, but not limited to, travel, lodging and subsistence costs. CONTRACTOR shall provide such assistance as may be reasonably required in the course of such inspection. The COUNTY further reserves the right to examine and reexamine said books, records and data during the four (4) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the COUNTY, and the CONTRACTOR shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for four (4) years after the COUNTY makes the final or last payment or within four (4) years after any pending issues between the COUNTY and CONTRACTOR with respect to this Agreement are closed, whichever is later.
17. DOCUMENTS AND MATERIALS: CONTRACTOR shall maintain and make available to COUNTY for its inspection and use during the term of this Agreement, all Documents and Materials, as defined in Paragraph 8 of this Agreement. CONTRACTOR’s obligations under the preceding sentence shall continue for four (4) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by COUNTY), and CONTRACTOR shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for four (4) years following the COUNTY’s last payment to CONTRACTOR under this Agreement.
18. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.
19. TERMINATION: The COUNTY has and reserves the right to suspend, terminate or abandon the execution of any work by the CONTRACTOR without cause at any time upon giving to the CONTRACTOR notice. Such notice shall be in writing and may be issued by any COUNTY officer authorized to execute or amend the contract, the County Chief Executive Officer, or any other person designated by the County Board of Supervisors. In the event that the COUNTY should abandon, terminate or suspend the CONTRACTOR’s work, the CONTRACTOR shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum amount payable to CONTRACTOR for its services as outlined in Exhibit A shall not exceed $81,900 payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment or lack of funding.
20. NON APPROPRIATION: If COUNTY should not appropriate or otherwise make available funds sufficient to purchase, lease, operate or maintain the products set forth in this Agreement, or other means of performing the same functions of such products, COUNTY may unilaterally terminate this Agreement only upon thirty (30) days written notice to CONTRACTOR. Upon termination, COUNTY shall remit payment for all products and services delivered to COUNTY and all expenses incurred by CONTRACTOR prior to CONTRACTOR’s receipt of the termination notice.
21. CHOICE OF LAW: This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by the laws of the State of California, excluding any laws that direct the application of another jurisdiction’s laws.
22. VENUE: All lawsuits relating to this contract must be filed in Mendocino County Superior Court, Mendocino County, California.
23. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
24. ADVERTISING OR PUBLICITY: CONTRACTOR shall not use the name of COUNTY, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of COUNTY in each instance.
25. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire Agreement between COUNTY and CONTRACTOR relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other Agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. This Agreement may not be modified except by a written document signed by both parties. In the event of a conflict between the body of this Agreement and any of the Exhibits, the provisions in the body of this Agreement shall control.
26. HEADINGS: Herein are for convenience of reference only and shall in no way affect interpretation of this Agreement.
27. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended or modified only by the mutual Agreement of the parties. No supplement, amendment or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties.
28. ASSURANCE OF PERFORMANCE: If at any time the COUNTY has good objective cause to believe CONTRACTOR may not be adequately performing its obligations under this Agreement or that CONTRACTOR may fail to complete the Services as required by this Agreement, COUNTY may request from CONTRACTOR prompt written assurances of performance and a written plan acceptable to COUNTY, to correct the observed deficiencies in CONTRACTOR’s performance. CONTRACTOR shall provide such written assurances and written plan within thirty (30) calendar days of its receipt of COUNTY’s request and shall thereafter diligently commence and fully perform such written plan. CONTRACTOR acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.
29. SUBCONTRACTING/ASSIGNMENT: CONTRACTOR shall not subcontract, assign or delegate any portion of this Agreement or any duties or obligations hereunder without the COUNTY’s prior written approval. a. Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. Any Agreement that violates this Section shall confer no rights on any party and shall be null and void. b. Only the department head or his or her designee shall have the authority to approve subcontractor(s). c. CONTRACTOR shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement, regardless of the terms of any Agreement between CONTRACTOR and its subcontractors.
30. SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 8), and Conflict of Interest (Paragraph 9), shall survive termination or expiration for two (2) years.
31. SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.
32. INTELLECTUAL PROPERTY WARRANTY: CONTRACTOR warrants and represents that it has secured all rights and licenses necessary for any and all materials, services, processes, software, or hardware (“CONTRACTOR PRODUCTS”) to be provided by CONTRACTOR in the performance of this Agreement, including but not limited to any copyright, trademark, patent, trade secret, or right of publicity rights. CONTRACTOR hereby grants to COUNTY, or represents that it has secured from third parties, an irrevocable license (or sublicense) to reproduce, distribute, perform, display, prepare derivative works, make, use, sell, import, use in commerce, or otherwise utilize CONTRACTOR PRODUCTS to the extent reasonably necessary to use the CONTRACTOR PRODUCTS in the manner contemplated by this Agreement.
CONTRACTOR further warrants and represents that it knows of no allegations, claims, or threatened claims that the CONTRACTOR PRODUCTS provided to COUNTY under this Agreement infringe any patent, copyright, trademark or other proprietary right. In the event that any third party asserts a claim of infringement against the COUNTY relating to a CONTRACTOR PRODUCT, CONTRACTOR shall indemnify and defend the COUNTY pursuant to Paragraph 2 of this Agreement.
In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance.
33. ELECTRONIC COPIES: The parties agree that an electronic copy, including facsimile copy, email, or scanned copy of the executed Agreement, shall be deemed, and shall have the same legal force and effect as, an original document.
34. COOPERATION WITH COUNTY: CONTRACTOR shall cooperate with COUNTY and COUNTY staff in the performance of all work hereunder.
35. PERFORMANCE STANDARD: CONTRACTOR shall perform all work hereunder in a manner consistent with the level of competency and standard of care normally observed by a person practicing in CONTRACTOR's profession. COUNTY has relied upon the professional ability and training of CONTRACTOR as a material inducement to enter into this Agreement. CONTRACTOR hereby agrees to provide all services under this Agreement in accordance with generally accepted professional practices and standards of care, as well as the requirements of applicable Federal, State, and local laws, it being understood that acceptance of CONTRACTOR's work by COUNTY shall not operate as a waiver or release. If COUNTY determines that any of CONTRACTOR's work is not in accordance with such level of competency and standard of care, COUNTY, in its sole discretion, shall have the right to do any or all of the following: (a) require CONTRACTOR to meet with COUNTY to review the quality of the work and resolve matters of concern; (b) require CONTRACTOR to repeat the work at no additional charge until it is satisfactory; (c) terminate this Agreement pursuant to the provisions of paragraph 19 (Termination) or (d) pursue any and all other remedies at law or in equity.
36. ATTORNEYS’ FEES: In any action to enforce or interpret the terms of this Agreement, including but not limited to any action for declaratory relief, each party shall be solely responsible for and bear its own attorneys’ fees, regardless of which party prevails. [END OF GENERAL TERMS AND CONDITIONS]
EXHIBIT A
DEFINITION OF SERVICES
Overview
The State of California has established the Homeless Housing, Assistance, and Prevention Program (“HHAP” or “Program”) with the goal of providing one-time flexible block grant funds to Continuums of Care and Counties to support regional coordination and expand or develop local capacity to address immediate homelessness challenges informed by a best-practices framework focused on moving homeless individuals and families into permanent housing, and supporting the efforts of those individuals and families to maintain their permanent housing.
This Agreement is funded through Round 3 and/or Round 4 joint allocations of HHAP funding. As such, CONTRACTOR must comply with all rules and regulations of the Program.
CONTRACTOR shall provide the following services:
Coast Emergency Winter Shelter
Operations between the CONTRACTOR and the COUNTY will commence on December 1, 2023, and will run through March 31, 2024, or until funding is no longer available to support the services.
Motel vouchers will be issued by the Fort Bragg Police Department under the Care Response Unit (CRU), with support as needed from the Fort Bragg Police Officers during severe weather conditions or in emergency situations where it is necessary to ensure an individual or family’s safety.
Access to shelter for individuals and families experiencing homelessness on the Mendocino Coast during severe weather conditions.
Homeless individuals will be provided motel vouchers when all other emergency shelter projects in Coastal Mendocino County are at capacity. Homeless individuals will be expected to share a double occupancy room with a second individual unless extraordinary conditions exist.
Homeless families with children under the age of sixteen (16), the elderly, and severely disabled individuals will be a priority for the motel vouchers, which will be available when all other emergency shelter projects in Coastal Mendocino County are at capacity.
Persons interested in shelter services will be directed to the Mendocino Coast Hospitality Center/House, which will take the names of those they do not have room for. This list will be provided to CONTRACTOR when CRU Staff arrive at Mendocino Coast Hospitality Center/House.
Enforcement of Program Eligibility requirements:
Adults and families with minor children who are experiencing homelessness as defined by the U.S. Department of Housing and Urban Development (HUD) McKinney-Vento Homeless Assistance Act as amended by the Homeless Emergency Assistance and Rapid Transition to Housing Act of 2009 (HEARTH Act), found in 24 CFR Parts 91, 582, and 583., as well as California State regulations pertaining to the Emergency Solutions Grant, CCR Title 25, Division 1, Chapter 7.
Coordinate with other agencies:
Collect, input, and use required Homeless Management Information System (HMIS) data documentation and processes for determining priority and providing appropriate services to individuals and families with children, as approved by the Mendocino County Homeless Services Continuum of Care (MCHSCoC).
Complete intake forms including HMIS-required components within the first twenty-four (24) hours of contact and enter data into HMIS within seventy-two (72) hours of initial contact with the individual/family.
This is required for persons provided shelter through the contracted services. Failure to document or enter the required information within two (2) weeks of the stay may result in non-payment for these individuals.
Maintain active membership and participate in the MCHSCoC meetings and all recommended trainings.
Development and maintenance of policies and procedures that address:
Eligibility criteria for occupancy, discharge, and uniform application.
The rights and dignity of individuals to the fair and unbiased application of rules, second chances, and grievances.
Require all persons served under this Agreement to observe the house rules of the shelter facility, and if rules are not followed, may be required to leave the facility.
The right to refuse emergency shelter services to any person(s) exhibiting dangerous or abusive behavior or with a history of same behavior or has engaged in violence or verbally abusive language during check-in or at any point during their stay in the motel.
Be responsible for other terms and conditions by:
Maintaining an incident log that accurately documents all incidents regardless of type including those involving building and grounds, animals, neighbors, staff, and individuals. This log shall be made available to COUNTY for review at any time.
Establishing and maintaining a ban list of people who engage in any of the following behaviors: possession or sale of illegal substances on site, threats, violence, or verbally abusive language at the shelter.
Allowing logs and ban lists to be made available for review by local law enforcement when responding to an incident at the site.
Maintaining confidentiality of client files.
Reporting (Attachment 1):
Submit reports on client Bed Nights Served.
Itemized number of persons receiving or denied services.
Motel Vouchers issued.
Compliance with the following regulations:
California Assembly Bill No. 140 Housing, Chapter 111
California Code, Health and Safety Code § 50218.7.
COUNTY shall:
Provide HMIS Lead staff as trainers and support for the collection of data required for reporting purposes.
Provide payment according to the criteria of the invoice/reports and the attached budget (Exhibit B).
Appoint a representative of the Social Services Department to act as a liaison with the CONTRACTOR for housing and homelessness-related services.
Monitor the project as required by California Interagency Council on Homelessness (Cal ICH). [END OF DEFINITION OF SERVICES]
EXHIBIT B
PAYMENT TERMS
COUNTY will pay CONTRACTOR as per the following instructions:
Expenditure
Units
Cost
Total
Motel Vouchers ($129/night +taxes)
480 rooms
$146/room
$70,080
Clerical Support
333 hours
$21.00/hr
$7,000
Social Services Liaisons – Overtime for Room Checks & Outreach $31.50/hr
$1,000
Indirect Administrative Costs
Up to 5% of Expenses
$3,820
TOTAL
$81,900
Submission of claims and reports (Attachment 1) will comply as follows:
CONTRACTOR shall submit original receipts and invoices for actual costs. This includes CONTRACTOR and subcontractor timesheets, payroll reports and paycheck stubs for all invoices that include personnel expenses.
CONTRACTOR shall submit invoices by the fifteenth (15th) day of the month for all services provided to clients in the previous month. Invoices shall be submitted to:
Veronica Wilson, Program Administrator, or designee
Adult and Aging Services – HCU, Department of Social Services 747 S. State St.
Ukiah, CA 95482
[email protected]
Invoices submitted ninety (90) days past the due date must be accompanied by a letter explaining why the invoice is late. COUNTY has the sole authority to determine whether to approve or disapprove payment of the late invoice.
COUNTY shall not approve payment of funds until CONTRACTOR has filed all reports required under this Agreement.
This is a one-time project and the CONTRACTOR should make no assumption of continued funding from the COUNTY for this purpose at the end of this contract period.
Payments under this Agreement shall not exceed Eighty-One Thousand Nine Hundred Dollars ($81,900) for the term of this Agreement. [END OF PAYMENT TERMS]
EXHIBIT C
INSURANCE REQUIREMENTS
Insurance coverage in a minimum amount set forth herein shall not be construed to relieve CONTRACTOR for liability in excess of such coverage, nor shall it preclude COUNTY from taking such other action as is available to it under any other provisions of this Agreement or otherwise in law. Insurance requirements shall be in addition to, and not in lieu of, CONTRACTOR’s indemnity obligations under Paragraph 2 of this Agreement.
CONTRACTOR shall obtain and maintain insurance coverage as follows:
a. Combined single limit bodily injury liability and property damage liability - $1,000,000 each occurrence. b. Vehicle / Bodily Injury combined single limit vehicle bodily injury and property damage liability - $500,000 each occurrence.
CONTRACTOR shall furnish to COUNTY certificates of insurance evidencing the minimum levels described above. [END OF INSURANCE REQUIREMENTS]
EXHIBIT D
CONTRACTOR ASSURANCE OF COMPLIANCE WITH
MENDOCINO COUNTY
Department of Social Services
NONDISCRIMINATION IN STATE
AND FEDERALLY ASSISTED PROGRAMS
NAME OF CONTRACTOR: CITY OF FORT BRAGG
HEREBY AGREES THAT it will comply with Title VI and VII of the Civil Rights Act of 1964 as amended; Section 504 of the Rehabilitation Act of 1973 as amended; the Age Discrimination Act of 1975 as amended; the Food Stamp Act of 1977, as amended and in particular section 272.6; Title II of the Americans with Disabilities Act of 1990; California Civil Code Section 51 et seq., as amended; California Government Code section 11135-11139.5, as amended; California Government Code section 12940 (c), (h) (1), (i), and (j); California Government Code section 4450; Title 22, California Code of Regulations section 98000 – 98413; Title 24 of the California Code of Regulations, Section 3105A(e); the Dymally-Alatorre Bilingual Services Act (California Government Code Section 7290-7299.8); Section 1808 of the Removal of Barriers to Interethnic Adoption Act of 1996; and other applicable federal and state laws, as well as their implementing regulations [including 45 Code of Federal Regulations (CFR) Parts 80, 84, and 91, 7 CFR Part 15, and 28 CFR Part 42], by ensuring that employment practices and the administration of public assistance and social services programs are nondiscriminatory, to the effect that no person shall because of ethnic group identification, age, sex, sexual orientation, color, disability, medical condition, national origin, race, ancestry, marital status, religion, religious creed or political belief be excluded from participation in or be denied the benefits of, or be otherwise subject to discrimination under any program or activity receiving federal or state financial assistance; and HEREBY GIVE ASSURANCE THAT it will immediately take any measures necessary to effectuate this Agreement.
THIS ASSURANCE is given in consideration of and for the purpose of obtaining any and all federal and state assistance; and THE CONTRACTOR HEREBY GIVES ASSURANCE THAT administrative methods/procedures which have the effect of subjecting individuals to discrimination or defeating the objectives of the California Department of Social Services (CDSS) Manual of Policies and Procedures (MPP) Chapter 21, will be prohibited.
BY ACCEPTING THIS ASSURANCE, CONTRACTOR agrees to compile data, maintain records and submit reports as required, to permit effective enforcement of the aforementioned laws, rules and regulations and permit authorized CDSS and/or federal government personnel, during normal working hours, to review such records, books and accounts as needed to ascertain compliance. If there are any violations of this assurance, CDSS shall have the right to invoke fiscal sanctions or other legal remedies in accordance with Welfare and Institutions Code section 10605, or Government Code section 11135-11139.5, or any other laws, or the issue may be referred to the appropriate federal agency for further compliance action and enforcement of this assurance.
THIS ASSURANCE is binding on CONTRACTOR directly or through contract, license, or other provider services, as long as it receives federal or state assistance. _______________________________ ______________________________ Date CONTRACTOR Signature
250 Cypress St., Fort Bragg, CA 95437
Address of CONTRACTOR
Appendix A
CERTIFICATION REGARDING
DEBARMENT, SUSPENSION, and OTHER RESPONSIBILITY MATTERS
LOWER TIER COVERED TRANSACTIONS
This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants’ responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211).
The primary principal certifies to the best of its knowledge and belief, that it and its principals:
Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency:
Have not within a three-year period preceding this proposal been convicted of or had a civil judgment tendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsifications or destruction of records, making false statements, or receiving stolen property; Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1) (b) of this certification, and Have not, within a three-year period preceding this application/proposal, had one or more public transactions (Federal, State, or local) terminated for cause or default.
Where the primary principal is unable to certify to any of the statements in this certification, such principal shall attach an explanation.
Neil J. Cervenka
CITY OF FORT BRAGG
(Type Name)
(Organization Name)
Chief of Police
250 Cypress St.
Fort Bragg, CA 95437
(Title)
(Organization Address)
(Signature)
(Date)
Attachment 1
INVOICE & REPORTS
City of Fort Bragg – VENDOR # 2022-2023 CONTRACT NUMBER: SS # Vendor Send to
City of Fort Bragg
Veronica Wilson, Program Administrator
Mendocino County Social Services, Adult & Aging Services 416 N. Franklin Street
P.O. Box 839, Ukiah, CA 95482
Fort Bragg, CA 95437
707 468-7071
or email to: [email protected]
Invoice for
Total Amount of Invoice
November 2023
$
Spreadsheet and Reports Required with Invoice
Report
Contract Number
Amount
Required
Budget Unit
Account String
Motel Vouchers
1 & 2
SS #
$0.00
HMIS Services
$0.00
Food and Service Vouchers (used only when necessary and not provided to all shelter guests) 2 SS #
$0.00
Misc. Expenses (including costs for extraordinary motel cleaning, damage, etc.) 2 SS #
$0.00
TOTAL
$0.00
I Hereby Certify The Services Described Above Have Been Performed and No Prior Claim Has Been Presented for Said Services.
I Hereby Certify The Services Described Above Were Necessary for Use by the Department Authorized Signatory
Stephen White, Deputy Director
City of Fort Bragg
Adult and Aging Services
Date_________________
Date_________________
City of Fort Bragg
Report - Vouchers Issued
November 2023
Report 1
Fill in All Areas in Yellow
Motel Vouchers Provided
Number of Persons
Number of Nights
Voucher Dollars
Adults 59 or Less
0 0
$0.00
Adults 60 and Over
0 0
$0.00
Children Under 18
0 0
$0.00
Adults 59 or Less with Children Under 18
0 0
$0.00
Adults 60 and Older with Children Under 18
0 0
$0.00
Total
0 0
$0.00
Number Denied Shelter
Adults 59 or Less
0 Total Number of People
Adults 60 and Over
0 Children Under 18
0 0
Adults 59 or Less with Children Under 18
0 Adults 60 and Older with Children Under
0 HMIS
Number of Persons Entered into HMIS
0 1
2 18
22