1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
1 510687v3
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (“MOU” or “Agreement”) is dated ___________________ and is among the County of Madera, a political subdivision of the State of California (“Madera County”), the City of Fresno, a municipal corporation of the State of California (“City”), and the County of Fresno, a political subdivision of the State of California (“Fresno County”). Madera County, City, and Fresno County shall also be referred to herein singularly as a “Party” and collectively as “Parties,” in collaboration with Fresno Madera Continuum of Care, an unincorporated association (“FMCoC”).
Recitals
A. The California Interagency Council on Homelessness (Cal ICH) established the Homeless Housing, Assistance and Prevention ( HHAP) Program administered by the California Department of Housing and Community Development (HCD), which provides local jurisdictions with funds to support regional coordination and expand or develop local capacity to address immediate homelessness challenges.
B. HCD has provided five rounds of grant funding through the HHAP Grant Program with HHAP Round 1 grant funds being awarded to applicants in 2020.
C. The parties previously received HHAP grant funding in HHAP Rounds 1 through 5 and are seeking HHAP grant funding in HHAP Round 6 which will include flexible funding to continue efforts to improve regional and systems coordination to prevent and end homelessness in local communities.
D. The parties desire to submit an application for HHAP Round 6 funding in collaboration with FMCoC. The County of Fresno is the administrative entity to apply for, collect, receive, and distribute all grant funding that is allocated to the FMCoC, including HHAP grant funds. As such, Fresno County is signing this MOU on behalf of the FMCoC for the purposes of complying with HCD requirements to apply for, collect, receive, and distribute HHAP 6 grant funding.
E. HHAP Round 6 requires regionally coordinated action plans to be reflected in an MOU.
The purpose of this MOU is to commit each Party to participate in, and to comply with the regionally coordinated homeless action plan, in collaboration with FMCoC. 1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
2 510687v3
F. On March 19, 2024, the parties executed a memorandum of understanding, Agreement No. 24-140 (“Original MOU”), committing each Party to participate in, and comply with the regionally coordinate homeless action plan developed under the HHAP Round 5 application.
G. The parties desire to replace the Original MOU with this new Agreement, wherein the parties commit to participate in, and to comply with the regionally coordinated homeless action plan, in collaboration with FMCoC, all in accordance with the HHAP Round 6 program guidelines; Section 13 of AB 166 (Chapter 48, Statutes of 2024; Health & Safety Code (HSC) Section 50239, et seq.).
H. Now, therefore, in consideration of the mutual covenants and conditions herein set forth, Madera County, the City, and Fresno County agree as follows:
Responsibilities
1.1 This MOU commits all Parties, in collaboration with FMCoC, to uphold, participate in, and comply with the actions, roles, and responsibilities of each eligible applicant in the region as described in the HHAP-6 Regionally Coordinated Homelessness Action Plan summarized in Exhibit A to this MOU titled ”Action Plan”.
1.2 This MOU commits all Parties to the roles and responsibilities of each eligible applicant within the region, in collaboration with FMCoC, as they pertain to outreach and site coordination, siting and use of available public land, the development of interim and permanent housing options, and coordinating, connecting, and delivering services to individuals experiencing homelessness or at risk of experiencing homelessness, within the region. This MOU commits all Parties to key actions each eligible applicant will take to improve the system performance measures described in Exhibit A.
1.3 This MOU commits all Parties, in collaboration with FMCoC, to key actions each eligible applicant will take to ensure racial and gender equity in service delivery, housing placements, housing retention, and any other means to affirm equitable access to housing and services for racial and ethnic groups overrepresented among residents experiencing homelessness.
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
3 510687v3
1.4 This MOU commits all Parties, in collaboration with FMCoC, to actions each eligible applicant will take to reduce homelessness among individuals exiting institutional settings, including but not limited to jails, prisons, hospitals, and any other institutions such as foster care, behavioral health facilities, etc. as applicable in the region.
1.5 This MOU commits all Parties, in collaboration with FMCoC, to comply with the core components of Housing First as provided in Chapter 6.6 (commencing with Section 8255) of Division 8 of the California Welfare and Institutions Code.
1.6 This MOU commits all Parties, in collaboration with FMCoC, to roles of each eligible applicant in the utilization of local, state, and federal funding programs to end homelessness.
1.7 This MOU commits all Parties, in collaboration with FMCoC, to the roles and responsibilities of each eligible applicant to connect individuals to wrap-around services from all eligible federal, state, and local benefit programs.
1.8 Madera County’s Responsibilities. Madera County shall perform all of the services of Madera County provided in Exhibit A to this MOU, titled “Action Plan”.
1.9 The City’s Responsibilities. The City shall perform all of the services of the City as provided in Exhibit A to this MOU.
1.10 Fresno County’s Responsibilities. Fresno County shall perform all of the services of Fresno County provided in Exhibit A to this MOU.
1.11 Representation. Each Party represents that it is qualified, ready, willing, and able to perform all of its respective services provided in this Agreement.
1.12 Compliance with Laws. The Parties shall each, at their own cost, comply with all applicable federal, state, and local laws and regulations in the performance of its respective obligations under this Agreement, including but not limited to workers compensation, labor, and confidentiality laws and regulations.
No Monetary Consideration
2.1 There is no monetary consideration for this Agreement. The Parties agree that the mutual promises hereunder shall suffice as consideration. 1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
4 510687v3
Term of Agreement
3.1 Term. This Agreement is effective on the date the Parties sign this Agreement (“Effective Date”) and terminates on June 30, 2028, except as provided in section 3.2, “Extension,” or Article 5, “Termination and Suspension,” below.
3.2 Extension. The term of this Agreement may be extended for no more than two, one- year periods only upon written approval of all Parties at least 30 days before the first day of the next one-year extension period. The Fresno County CAO or his or her designee is authorized to sign the written approval on behalf of Fresno County. The Madera County CAO or his or her designee is authorized to sign the written approval on behalf of Madera County. The City Manager or his or her designee is authorized to sign the written approval on behalf of the City.
Notices
4.1 Contact Information. The persons and their addresses having authority to give and receive notices provided for or permitted under this Agreement include the following:
For Fresno County:
Attn: Amina Flores-Becker, Deputy CAO
2281 Tulare Street, Room 304
Fresno, CA 93721
For Madera County:
Attn: Sonee Brown, Administrative Services Officer
1626 Sunrise Ave
Madera, CA 93638
For the City:
Attn: Georgeanne A. White, City Manager
2600 Fresno Street, Room 2064
Fresno, CA 93721
4.2 Change of Contact Information. Any Party may change the information in section
4.1 by giving notice as provided in section 4.3.
4.3 Method of Delivery. Each notice between or among the Parties provided for or permitted under this Agreement must be in writing, state that it is a notice provided under this Agreement, and be delivered either by personal service, by first-class United States mail, by an 1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
5 510687v3
overnight commercial courier service, or by Portable Document Format (PDF) document attached to an email.
(A) A notice delivered by personal service is effective upon service to the recipient. (B) A notice delivered by first-class United States mail is effective three County business days after deposit in the United States mail, postage prepaid, addressed to the recipient.
(C) A notice delivered by an overnight commercial courier service is effective one County business day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the recipient.
(D) A notice delivered by telephonic facsimile transmission or by PDF document attached to an email is effective when transmission to the recipient is completed (but, if such transmission is completed outside of County business hours, then such delivery is deemed to be effective at the next beginning of a County business day), provided that the sender maintains a machine record of the completed transmission.
4.4 Claims Presentation. For all claims arising from or related to this Agreement, nothing in this Agreement establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810).
Termination and Suspension
5.1 Termination for Breach.
(A) Upon determining that a breach (as defined in paragraph (C) below) has occurred, the non-breaching Parties may give written notice of the breach to the breaching Party. The written must provide at least 30 days for the breaching Party to cure the breach.
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
6 510687v3
(B) If the breaching Party fails to cure its breach to the non-breaching Parties’ satisfaction within the time stated in the written notice, the non-breaching Parties may terminate this Agreement immediately with that respective Party. (C) For purposes of this section, a breach occurs when, in the determination of the non-breaching Parties, the breaching Party, has:
(1) Failed to comply with any part of this Agreement;
(2) Submitted a substantially incorrect or incomplete report; or (3) Improperly performed any of its obligations under this Agreement.
5.2 Termination without Cause. In circumstances other than those set forth above, any Party may terminate this Agreement by giving at least 60 days advance written notice to the other Parties.
Independent Contractor
6.1 Status. In performing under this Agreement, each Party, including its officers, agents, employees, and volunteers, is at all times acting and performing as an independent contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint venturer, partner, or associate of another Party.
6.2 Verifying Performance. The Parties have no right to control, supervise, or direct the manner or method of the other Parties’ performance under this Agreement, but the Parties may verify that the other Parties are performing according to the terms of this Agreement.
6.3 Benefits. Because of their status as an independent contractor, the Parties have no right to employment rights or benefits available to employees of the other Parties. Each Party is solely responsible for providing to their own employees all employee benefits required by law.
Each Party shall save the other Parties harmless from all matters relating to the payment of the other Parties’ employees.
6.4 Services to Others. The Parties acknowledge that, during the term of this Agreement.
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
7 510687v3
Indemnity and Defense
7.1 Indemnity. Each Party shall indemnify and hold harmless and defend the other Parties (including their respective officers, agents, employees, and volunteers) against all claims, demands, injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the other Parties, or any third party that arise from or relate to the performance or failure to perform by the other Parties (or any of its officers, agents, subcontractors, or employees) under this Agreement. The Parties may conduct or participate in their own defense without affecting the other Parties’ obligation to indemnify and hold harmless or defend themselves.
7.2 Survival. This Article 7 survives the termination of this Agreement.
Insurance
8.1 Without limiting the indemnification of each party as stated herein, it is understood and agreed that all Parties shall maintain, at their sole expense, insurance policies or self- insurance programs including, but not limited to, an insurance pooling arrangement and/or Joint Powers Agreement to fund their respective liabilities including general liability, automotive liability, workers’ compensation and employers’ liability.
General Terms
9.1 Modification. Except as provided in Article 5, “Termination and Suspension,” this Agreement may not be modified, and no waiver is effective, except by written agreement signed by all Parties. The Parties acknowledge that the Parties’ employees have no authority to modify this Agreement except as expressly provided in this Agreement.
9.2 Non-Assignment. No Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Parties.
9.3 Governing Law. The laws of the State of California govern all matters arising from or related to this Agreement.
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
8 510687v3
9.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno and Madera Counties in California. The Parties consent to California jurisdiction for actions arising from or related to this Agreement, and, subject to the Government Claims Act, all such actions must be brought and maintained in Fresno County or Madera County.
9.5 Construction. The final form of this Agreement is the result of the Parties’ combined efforts. If anything in this Agreement is found by a court of competent jurisdiction to be ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement against any Party.
9.6 Days. Unless otherwise specified, “days” means calendar days.
9.7 Headings. The headings and section titles in this Agreement are for convenience only and are not part of this Agreement.
9.8 Severability. If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in effect, and the Parties shall make best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and enforceable terms intended to accomplish the Parties’ original intent.
9.9 Nondiscrimination. During the performance of this Agreement, the Parties shall not unlawfully discriminate against any employee or applicant for employment, or recipient of services, because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military status or veteran status pursuant to all applicable State of California and federal statutes and regulation.
9.10 No Waiver. Payment, waiver, or discharge by a Party of any liability or obligation of another Party under this Agreement on any one or more occasions is not a waiver of performance of any continuing or other obligation of the other Party and does not prohibit enforcement by a Party of any obligation on any other occasion.
9.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement between the Parties with respect to the subject matter of this Agreement, and it supersedes all 1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
9 510687v3
previous negotiations, proposals, commitments, writings, advertisements, publications, and understandings of any nature unless those things are expressly included in this Agreement. If there is any inconsistency between the terms of this Agreement without its exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving precedence first to the terms of this Agreement without its exhibits, and then to the terms of the exhibits.
9.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to create any rights or obligations for any person or entity except for the Parties.
9.13 Authorized Signature. The Parties, each, represent and warrant that:
(A) The Parties are duly authorized and empowered to sign and perform its obligations under this Agreement.
(B) The individual signing this Agreement on behalf of Madera County is duly authorized to do so and his or her signature on this Agreement legally binds Madera County to the terms of this Agreement.
(C) The individual signing this Agreement on behalf of the City is duly authorized to do so and his or her signature on this Agreement legally binds the City to the terms of this Agreement.
(D) The individual signing this Agreement on behalf of Fresno County is duly authorized to do so and his or her signature on this Agreement legally binds Fresno County to the terms of this Agreement.
(E) The individual signing this Agreement on behalf of the FMCoC is duly authorized to do so pursuant to the FMCoC Governance Charter.
9.14 Counterparts. This Agreement may be signed in counterparts, each of which is an original, and all of which together constitute this Agreement. [SIGNATURE PAGE FOLLOWS]
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
10 510687v3
The parties are signing this Agreement on the date stated in the introductory clause.
COUNTY OF MADERA
_________________________________
Chairman of the Board of Supervisors
ATTEST:
_________________________________
Clerk, Board of Supervisors
Approved as to Legal Form:
COUNTY COUNSEL
By: ______________________________
CITY OF FRESNO,
A California municipal corporation
By: ______________________________
Georgeanne A. White
City Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By: ______________________________
Brent Richardson Date
Deputy City Attorney
ATTEST:
TODD STERMER, MMC
City Clerk
By: ______________________________
Deputy Date
COUNTY OF FRESNO
_________________________________
Ernest Buddy Mendes, Chairman of the
Board of Supervisors of the County of Fresno
The County of Fresno is also signing as the
administrative entity on behalf of the Fresno
Madera Continuum of Care
Attest:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By: ______________________________
Deputy
510687v3