1 SERVICE AGREEMENT CITY OF FRESNO, CALIFORNIA THIS AGREEMENT (Agreement) is made and entered into, effective on ______________________, by and between the CITY OF FRESNO, a California municipal corporation (City), and POVERELLO HOUSE, a California non-profit Corporation (Service Provider). The City and Service Provider may be referred to herein individually as a Party and collectively as the Parties. RECITALS WHEREAS, The City desires to obtain professional outreach services for ERF-3 Outreach located at the downtown and Blackstone corridor encampment areas (Project); and WHEREAS, Service Provider is engaged in the business of furnishing such services as outreach services and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, Service Provider acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107; and WHEREAS, this Agreement will be administered for the City by its Planning and Development Director (Administrator) or designee. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. Scope of Services. Service Provider shall perform to the satisfaction of the City the services described in Exhibit A, including all work incidental to or necessary to perform, such services even though not specifically described in Exhibit A. 2. Term of Agreement and Time for Performance. (a) This Agreement shall be effective from the date first set forth above (Effective Date) and shall continue in full force and effect through December 31, 2026,subject to any earlier termination in accordance with this Agreement. The Agreement may be extended upon available funding upon mutual written agreement of the parties. A written request for extension must be submitted by the requesting party 90 days prior to term date above. The services of Service Provider as described in Exhibit A are to commence upon the Effective Date and shall be completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed prior to expiration of this Agreement and in accordance with any performance schedule set forth in Exhibit A. (b) Service Provider’s operations shall be from July 31, 2025, through October 31, 2026; as described in Exhibit B. 3. Compensation. (a) Service Provider’s sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be a total feenot to exceed One Million Five Hundred Seven Thousand Seven Hundred and 2 Fifty Four and 00/100 Dollars ($1,507,754.00), paid on the basis of the rates set forth in the schedule of fees and expenses contained in Exhibit B. Such fee includes all expenses incurred by Service Provider in performance of the services. (b) Detailed statements shall be rendered by Service Provider to the City monthly for services performed in the preceding month and will be payable within forty-five (45) days of receiving a complete and accurate invoice package. The City shall not be obligated to reimburse any expense for which it has not received a detailed invoice with applicable copies of representative and identifiable receipts or records substantiating such expense. (c) Service Provider agrees to render actual monthly income and expense reports relating to the management and operation of the Project in Service Provider’s standard format approved by the City on or before the 30th calendar day after the expiration of each calendar month. In addition, Service Provider shall submit an annual income and expense report in Service Provider’s standard format approved of by the City, in accordance with the reporting schedule set forth in Exhibit B. At the City’s election (to be exercised by reasonable prior written notice to Service Provider), Service Provider shall deliver, concurrently with the delivery of each monthly income and expense report, copies of checks evidencing payments and collections and supporting invoices, internal allocations, and other back-up data as may be reasonably requested for the expenses and disbursements shown on the previous month’s income and expense report. (d) The Parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to Service Provider’s compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each Party. Service Provider shall not be entitled to any additional compensation if services are performed prior to the execution of a written amendment. 4. Termination, Remedies, and Force Majeure. (a) This Agreement shall terminate without any liability of the City to Service Provider upon the earlier of: (i) Service Provider’s filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against Service Provider; (ii) seven (7) calendar days’ prior written notice, with or without cause, by City to Service Provider; (iii) City’s non-appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. (b) Immediately upon any termination or expiration of this Agreement, Service Provider shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all unearned payments and all properties and materials in the possession of Service Provider that are owned by the City. Subject to the terms of this Agreement, Service Provider shall be paid compensation for services 3 satisfactorily performed prior to the effective date of termination. Service Provider shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided. (c) In the event of termination due to failure of Service Provider to satisfactorily perform in accordance with the terms of this Agreement, City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, City’s damages caused by such failure. In no event shall any payment by Citypursuant to this Agreement constitute a waiver by City of any breach of this Agreement which may then exist on the part of Service Provider, nor shall such payment impair or prejudice any remedy available to City with respect to the breach. (d) Upon any breach of this Agreement by Service Provider, the City may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, consequential, economic and incidental damages for the breach of the Agreement. If it is determined that the City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. (e) Service Provider shall provide the City with adequate written assurances of future performance, upon Administrator’s request, in the event Service Provider fails to comply with any terms or conditions of this Agreement. (f) Service Provider shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of Service Provider and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. Service Provider shall notify Administrator in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Administrator of the cessation of such occurrence. 5. Confidential Information and Ownership of Documents. (a) The City acknowledges that Service Provider is subject to, and must comply with, the California Public Records Act. Subject to the foregoing, any reports, information, or other data prepared or assembled by Service Provider pursuant to this Agreement shall not be made available to any individual or organization by Service Provider without the prior written approval of the Administrator. During the term of this Agreement, and thereafter, Service Provider shall not, without the prior written consent of the City, disclose to anyone any Confidential Information. The term Confidential Information for the purposes of this Agreement shall include all proprietary and confidential information of the City, including but not limited to business plans, marketing plans, financial information, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, 4 or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City.(b) Any and all writings and documents prepared or provided by Service Provider pursuant to this Agreement are the property of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement. Service Provider shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (c) If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this Section 5. (d) This Section 5 shall survive expiration or termination of this Agreement.6. Level of Skill. It is further mutually understood and agreed by and between the Parties hereto that inasmuch as Service Provider represents to the City that Service Provider and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said industry necessary to perform the services agreed to be done by it under this Agreement, the City relies upon the skill of Service Provider and its subcontractors, if any, to do and perform such services in a skillful manner and Service Provider agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by the City shall not operate as a release of Service Provider or any subcontractors from said industry and professional standards. 7. Indemnification. To the furthest extent allowed by law, Service Provider shall indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by the City, Service Provider or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Agreement. Service Provider's obligations under the preceding sentence shall apply regardless of whether the City or any of its officers, officials, employees, agents, or volunteers are negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of the City or any of its officers, officials, employees, agents, or volunteers. If Service Provider should subcontract all or any portion of the work to be performed under this Agreement, Service Provider shall require each subcontractor to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Agreement. 8. Insurance. (a) Throughout the life of this Agreement, the Service Provider shall pay for and maintain in full force and effect all insurance as required in Exhibit C, which is 5 incorporated into and part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by the City’s Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated in Exhibit C shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to the City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, the Service Provider or any of its subcontractors/sub-Service Providers fail to maintain any required insurance, all services and work under this Agreement shall be discontinued immediately, and all payments due, or that become due, to the Service Provider shall be withheld until insurance is in compliance with the requirements. Any failure to maintain the required insurance shall be sufficient cause for the City to terminate this Agreement. No action taken by the City pursuant to this section shall in any way relieve the Service Provider of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by the City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by the Service Provider shall not be deemed to release or diminish the liability of the Service Provider, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify the City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Service Provider. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Service Provider, its principals, officers, agents, employees, persons under the supervision of the Service Provider, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. 9. Conflict of Interest and Non-Solicitation. (a) Prior to the City’s execution of this Agreement, Service Provider shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit D. During the Term of this Agreement, Service Provider shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by Service Provider in such statement.(b) Service Provider shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state, and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act 6 (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of the City, Service Provider shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, Service Provider and the respective subcontractor(s) are in full compliance with all laws and regulations. Service Provider shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, Service Provider shall immediately notify the City of these facts in writing. (c) Consultant’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City entering this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this Project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this Project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement. (d) In performing the work or services to be provided hereunder, Service Provider shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (e) Service Provider represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit, or procure this Agreement or any rights/benefits hereunder. (f) Service Provider and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, Service Provider shall remain responsible for complying with Section 9(a), above. (g) If Service Provider should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, Service Provider shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (h) This Section 9 shall survive expiration or termination of this Agreement. 7 10. Recycling Program. In the event that the Service Provider maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the incorporated limits of the City of Fresno, Service Provider at its sole cost and expense shall: (a) Immediately establish and maintain a viable and ongoing recycling program, approved by the City’s Solid Waste Management Division, for each office and facility. Literature describing the City recycling programs is available from the City’s Solid Waste Management Division and by calling the City of Fresno Recycling Hotline at (559) 621-1111. (b) Immediately contact the City’s Solid Waste Management Division at (559) 621-1452 and schedule a free waste audit and cooperate with such Division in their conduct of the audit for each office and facility. (c) Cooperate with and demonstrate to the satisfaction of the City’s Solid Waste Management Division the establishment of the recycling program in paragraph (a) above and the ongoing maintenance thereof. 11. General Terms. (a) Except as otherwise provided by law, all notices expressly required of the Citywithin the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Administrator or designee. (b) Records of Service Provider’s expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the Cityor its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of three (3) years after final payment or, if longer, for any period required by law. In addition, all books, documents, papers, and records of Service Provider pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retained and made available to the City until such action is resolved, or until the end of said time period whichever shall later occur. If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this paragraph. This Section 11(b) shall survive expiration or termination of this Agreement. (c) Prior to execution of this Agreement by the City, Service Provider shall have provided evidence to the City that Service Provider is licensed to perform the services called for by this Agreement (or that no license is required). If Service Provider should subcontract all or any portion of the work or services to be performed under this Agreement, Service Provider shall require each subcontractor to provide evidence to the City that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work. 12. Nondiscrimination. To the extent required by controlling federal, state and local law, Service Provider shall not employ discriminatory practices in the provision of services, 8 employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, Service Provider agrees as follows:(a) Service Provider will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. (b) Service Provider will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Service Provider shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to Service Provider’s employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Service Provider agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) Service Provider will, in all solicitations or advertisements for employees placed by or on behalf of Service Provider in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. (d) Service Provider will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of Service Provider’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (e) If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this Section 12. 13. Independent Contractor. 9 (a) In the furnishing of the services provided for herein, Service Provider is acting solely as an independent contractor. Neither Service Provider, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of the City for any purpose. The City shall have no right to control or supervise or direct the manner or method by which Service Provider shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that Service Provider is performing its obligations in accordance with the terms and conditions thereof.(b) This Agreement does not evidence a partnership or joint venture between Service Provider and the City. Service Provider shall have no authority to bind the City absent the City’s express written consent. Except to the extent otherwise provided in this Agreement, Service Provider shall bear its own costs and expenses in pursuit thereof.(c) Because of its status as an independent contractor, Service Provider and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to the City employees. Service Provider shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, Service Provider shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of Service Provider’s employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in the City employment benefits, entitlements, programs and/or funds offered employees of the City whether arising by reason of any common law, de facto, leased, or co- employee rights or other theory. It is acknowledged that during the term of this Agreement, Service Provider may be providing services to others unrelated to the City or to this Agreement. 14. Notices. Any notice required or intended to be given to either Party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile or Email followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the Party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof.15. Binding. Subject to Section 16 below, once this Agreement is signed by all Parties, it shall be binding upon, and shall inure to the benefit of, all Parties, and each Parties' respective heirs, successors, assigns, transferees, agents, servants, employees and representatives. 10 16. Assignment.(a) This Agreement is personal to Service Provider and there shall be no assignment by Service Provider of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by Service Provider, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) Service Provider hereby agrees not to assign the payment of any monies due Service Provider from the City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). City retains the right to pay any and all monies due to the Service Provider directly to Service Provider. 17. Compliance With Law. In providing the services required under this Agreement, Service Provider shall at all times comply with all applicable laws of the United States, the State of California and the City, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the Term of this Agreement. 18. Waiver. The waiver by either Party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all Parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. 19. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California.20. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement.21. Severability. The provisions of this Agreement are severable. The invalidity, or unenforceability of any one provision in this Agreement shall not affect the other provisions.22. Interpretation. The Parties acknowledge that this Agreement in its final form is the result of the combined efforts of the Parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either Party, but rather by construing the terms in accordance with their generally accepted meaning.23. Attorney's Fees. If either Party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses. 11 24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement.25. Precedence of Documents. In the event of any conflict between the body of this Agreement and any exhibit or attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the exhibit or attachment. Furthermore, any terms or conditions contained within any exhibit or attachment hereto which purport to modify the allocation of risk between the Parties, provided for within the body of this Agreement, shall be null and void. 26. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.27. No Third Party Beneficiaries. The rights, interests, duties, and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties.28. Extent of Agreement. Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both the City and Service Provider. 29. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement. [SIGNATURES FOLLOW ON NEXT PAGE.] 12 IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, on the day and year first above written.CITY OF FRESNO,a California municipal corporation By: Georgeanne A. White City Manager APPROVED AS TO FORM:ANDREW JANZCity Attorney By: Angela M. Karst DateSenior Deputy City Attorney ATTEST: TODD STERMER, MMC City Clerk By: Deputy Date POVERELLO HOUSE, a California non-profit Corporation By: Name:Title:By: Name: Title: (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) REVIEWED BY: Addresses: CITY: City of Fresno Attention: Joe Pasillas Housing and Neighborhood Revitalization Manager 2600 Fresno Street, CH3N Fresno, CA 93721 Phone: (559) 621-8053 E-mail: [email protected] SERVICE PROVIDER:Poverello House Attention: Zachary Darrah Chief Executive Officer 412 F Street Fresno, CA 93721 Phone: (559) 498-6988 ext. 110 E-mail: [email protected] Attachments: 1. Exhibit A - Scope of Services 2. Exhibit B - Schedule of Fees and Compensation 3. Exhibit C - Insurance Requirements 4. Exhibit D - Conflict of Interest Disclosure Form
13 EXHIBIT A SCOPE OF SERVICES Service Agreement between City of Fresno (City) and Poverello House (Service Provider) In addition to the content provided in this exhibit (Exhibit A), Poverello House will honor all outlined requirements and their detailed response to 12501983 Request for Qualificationsfor Outreach Services. TARGET POPULATION The target population for outreach services are individuals residing in the ERF-3 encampment area which includes the downtown and Blackstone corridor encampment areas. The majority of the residents have a long history of homelessness. PROGRAM OVERVIEW The program’s goal is to provide outreach services to residents in the downtown and Blackstone corridor encampment areas. ERF-3 outreach services include a licensed and unlicensed clinician, an Alcohol and Drug Counselor (AOD), and street navigation positions. The purpose of licensed and unlicensed street clinicians is to engage clients in services that they have not previously participated in. The ERF outreach team engages daily with clients to build rapport and get them to accept shelter and supportive services. If an unhoused individual cannot access emergency shelter, a street navigator will “navigate” the person into permanent housing and link them to supportive services. All client contacts are documented through the Homeless Management Information System (HMIS). ERF outreach workers provide the following procedures to unhoused individuals and families: The Outreach Specialist will leverage rapport to conduct standardized, baseline assessments of each unsheltered individual. Assessments collect information about the individual’s needs, such as housing, mental health, substance use, and other support services. This information gets recorded in the Homeless Management Information System (HMIS) for future case management and reporting purposes and is entered into the coordinated entry system. Diversion tactics such as reunification with family, linkages to low-income and shared housing, and job resources are utilized. The program offers community outreach targeting unsheltered individuals experiencing homelessness, which includes mental health services, substance use counseling, crisis intervention, diversion services, system navigation, and linkages to supportive services. Each client receives an individualized support plan based on their initial intake assessment. The goal is to provide immediate crisis intervention while creating helpful referrals to housing, shelter, and supportive resources. The HOPE and ERF Team collaborates with local community-based organizations and governmental agencies to refer clients to healthcare, employment, education, social services, and peer support networks. The teams, for example, will link individuals and families to the 14 Marjaree Mason Center if they are victims of domestic violence. They also collaborate with the Fresno County Department of Behavioral Health to link unhoused individuals and families to mental health services. The teams also link unhoused individuals to the Fresno County Department of Social Services for supportive services such as CalFresh, MediCal, and General Relief. The program team provides non-emergency transportation to assist clients in accessing appointments and housing solutions. This team also renders diversion services, such as conflict mediation, landlord engagement, and family reunification. ERF-3 Outreach Services operate 7 days a week. Unhoused individuals are linked to Poverello House and the community’s Cal-Aim services if they cannot access navigation services through emergency shelter or ERFnavigation. The outreach teams build rapport with unhoused individuals in encampments to link them to emergency shelter, supportive services, and housing navigation. STAFFING & OPERATIONS The ERF Homeless Outreach and Assessment Team will include grant-funded and leveraged positions. See the following grant-funded positions as reflected in the budget: Staffing Structure - Chief Program Officer (0.10 FTE): Oversight and coordination of programimplementation, delivery, and supervision of program staff - Chief Operations Officer (0.05 FTE): Oversight and coordination of vehicles,technology, and organizational logistics - Senior Director of Outreach Services (0.25 FTE): Directs outreach activities andsupervises housing navigation services. - Director of Mental Health Services (0.15 FTE): Direct supervisor of clinical services, including mental health, assessment, AOD, and enhanced care management. - Outreach Coordinator (0.35 FTE): Supervises the outreach specialists, coordinatesoutreach activities, and is responsible for reporting team data - Street Outreach Specialist (8.0 FTE): This position engages individualsexperiencing homelessness, conducts assessments, provides crisis intervention, and connects them to essential services. - Licensed Street Clinician (1.0 FTE): Provides mental health services and crisisintervention to individuals experiencing homelessness. - Licensed Social Worker (1.0 FTE): Assesses individual needs and develops a crisisintervention plan. Provides resources to help them navigate social challenges. - Licensed AOD Counselor (1.0 FTE): Provides assessment, treatment planning, and counseling to individuals struggling with substance abuse. - Unlicensed Street Clinician (1.0 FTE): Provides mental health services and crisis intervention under the supervision of a licensed clinician. The program will operate daily from 7 a.m. to 7 p.m., and at least four staff members will be available every hour during this time frame. DATA COLLECTION & REPORTING 15 Poverello House has been an active user of the Homeless Management Information System (HMIS) since 2007. Each project listed in this Request for Qualifications (RFQ) has an established workflow that utilizes HMIS functionalities to track and report on required metrics. Documentation Process: Poverello House staff will administer the prescreening tool. The prescreening tool will include the following: - Name - Social security - Race - Gender - Ethnicity - Where did you sleep last night - How long have you been homeless - Do you have a safe housing alternative - Are you fleeing domestic violence - Household size - Income After the initial data collection has been entered into HMIS, the Housing Navigator/ Outreach Specialist will continue utilizing the HMIS system to track interactions about goals and outcomes. They will also document barriers to housing and employment. They will also document solutions to the barriers encountered. The Housing Navigator will also document linkages to supportive services in HMIS. The Housing Navigator will be required to conduct weekly follow-ups and complete a 2-week evaluation to determine the client’s progress and continued engagement. A Housing Navigator will meet with the client and reevaluate the case plan, making new goals, if necessary. Housing Navigator should spend approximately one hour daily entering client data into HMIS. The Housing Navigator will also document in HMIS when a client exits the program through positive or negative exits. The Housing Navigator will report the date of exit and their exit destination. The Housing Navigator is required to document the exit within 24 hours in HMIS. PERFORMANCE MEASUREMENT Performance Outcomes for ERF-3 Mental Health Services Street Outreach Team: Licensed Street ClinicianServe 160 unique clients annuallyServe 260 clients annually Meet with each client weekly Refer 80 clients to DBH annually Associate Marriage and Family Therapist (AMFT) Street ClinicianServe 160 unique clients annuallyServe 260 clients annuallyMeet with each client weekly Refer 50 clients to DBH annually Licensed Social Worker Serve 120 unique clients annuallyServe 260 clients annually Host 1 weekly meetings/ Track Refer 80 clients to DBH annually 16 attendance weekly Certified AOD CounselorServe 90 unique clients annuallyServe 160 clients annuallyHost 2 weekly meetings/ Track attendance weekly Track referrals to substance abuse inpatient treatment facilitiesPerformance Outcomes for ERF-3 Street Outreach Specialist Team:8 Street Outreach SpecialistsMinimum of 4,200 contacts with unique individuals within the encampment area annuallyMinimum of 10,400 contacts with individuals within the encampment area annuallyRAMP DOWN PROCESS Service Provider will maintain 24/7 operations throughout the term of the Agreement. Service Provider will also provide the City with a list of positions and FTEs required to sustain operations during the ramp-down process. Staffing levels must remain sufficient to ensure safe and effective operations. If staffing levels decline due to resignation, termination, or any other form of departure, the Service Provider must immediately notify the City and submit a plan to maintain operational continuity. 17 EXHIBIT B SCHEDULE OF FEES AND EXPENSES Service Agreement between City of Fresno (City)and Poverello House (Service Provider) COMPENSATION In no event shall compensation paid for services performed under this agreement be in excess of One Million Five Hundred Seven Thousand Seven Hundred and Fifty Four and 00/100 Dollars ($1,507,754.00). REQUESTS FOR REIMBURSEMENT Service Provider’s activities will be funded on a reimbursement basis with proof of actual expenses incurred and paid. Copies of all supporting documents must be clear and legible. Reimbursement packets must be completed and organized. All costs must be allowable according to 2 CFR 200 and all other applicable federal rules and regulations. Any expenses included that are not allowable will be deducted from the amount reimbursable. Expenses included in the general ledger or reimbursement request form that do not have supporting documentation will be deducted from the amount reimbursable. Service Provider shall submit monthly reimbursement packets on or before the 30th calendar day after the expiration of each calendar month. If an invoice package is determined to be incomplete, the City shall issue a request to the Service Provider for the missing documentation. The Service Provider shall submit the required backup documentation within ten (10) business days from the date of the request. If the Service Provider fails to provide the requested documentation within this timeframe, the City shall proceed with processing payment after the ten (10) business days have elapsed. The Service Provider may submit the missing documentation at a later date; provided it is no later than forty-five (45) days prior to the expiration of the Term of this Agreement; or thirty (30) days prior to the date of earlier termination of this Agreement. BUDGET DETAILS Monthly Report – The Service Provider shall submit monthly income and expense reports detailing the management and operation of the Project. Reports must be submitted in the Service Provider’s standard format, as approved by the City, no later than the 30th calendar day following the end of each calendar month. Performance Period Monthly Report Due July 31, 2025 – August 31, 2025 September 30, 2025 September 1, 2025 – September 30, 2025 October 30, 2025October 1, 2025 – October 31, 2025 November 30, 2025 November 1, 2025 – November 30, 2025 December 30, 2025 December 1, 2025 – December 31, 2025 January 30, 2026 18 January 1, 2026 – January 31, 2026 February 28, 2026 February 1, 2026 – February 28, 2026 March 30, 2026March 1, 2026 – March 31, 2026 April 30, 2026 April 1, 2026 – April 30, 2026 May 30, 2026May 1, 2026 – May 31, 2026 June 30, 2026June 1, 20206 – June 30, 2026 July 30, 2026July 1, 2026 – July 31, 2026 August 30, 2026 August 1, 2026 – August 31, 2026 September 30, 2026September 1, 2026, September 30, 2026 October 30, 2026October 1, 2026 – October 31, 2026 November 30, 2026Annual Report – An annual report is required if the Project was operational any time during the performance period, regardless of the Project’s start date. The annual report shall be submitted in accordance with the following schedule: Performance Period Annual Report Due July 31, 2025 – October 31, 2026 December 15, 2026 Final Report upon Early Termination – In the event of early termination, the Service Provider shall submit a final income and expense report to the City no later than 30 days prior to the effective date of termination. Final Report (End of Term) – The Service Provider’s operational term is defined as July 31, 2025, through October 31, 2026, for which this Agreement remains in effect. Following the end of the operational term, a final reconciled income and expense report must be submitted by December 15, 2026. Final Request for Reimbursement – The Service Provider shall submit the final request for reimbursement no later than December 31, 2026. Expenses not included in the final reconciled income and expense report submitted on December 15, 2026 will not be eligible for reimbursement. 19 BudgetERF-3 Outreach Budget July 31, 2025 - October 31, 2026PersonnelChief Programs Officer (0.10 FTE) $ 14,336.00 Chief Operations Officer (0.05 FTE) $ 7,168.00 Sr. Director of Outreach Services (0.25 FTE) $ 28,800.00 Director of Mental Health Services (0.15 FTE) $ 17,524.54 Outreach Coordinator (0.35 FTE) $ 22,932.58 Street Outreach Specialist (8.0 FTE) $ 436,633.60 Licensed Street Clinician (1.0 FTE) $ 114,490.00 Licensed Social Worker (1.0 FTE) $ 128,000.00 Licensed AOD Counselor (1.0 FTE) $ 96,000.00 Unlicensed Street Clinician (1.0 FTE) $ 96,000.00 Benefits @ 30% $ 288,565.41 Taxes @ 8.65% $ 83,203.03 FICA @ 7.65% $ 73,584.18 SUI @ 0.5% $ 4,809.42 SDI @ 0.5% $ 4,809.52 Total Personnel $ 1,333,653.16 Non-PersonnelProgram Supplies $ 37,500.00 Office Supplies $ 10,000.00 Information Technology/Communications $ 20,000.00 Fuel/Insurance/Vehicle Maintenance $ 26,775.03 HMIS Costs @ $892 Per License $ 8,028.00 Total Non-Personnel $ 102,303.03 Direct Costs $ 1,435,956.19 Indirect Costs @ 5% $ 71,797.81 Grand Total $ 1,507,754.00 20 EXHIBIT C INSURANCE REQUIREMENTS Service Agreement between City of Fresno (City) and Poverello House (Service Provider) Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto). 3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. 4. Professional Liability including both (Abuse & Molestation) Insurances that insures against liability arising out of the bodily injury, personal injury, including mental anguish, and third-party property damage occurring because of the wrongful or negligent acts attributable to the institution. The Abuse & Molestation coverage should protect against a wide range of potential claims, including but not limited to athletics, alcohol, assault, verbal and/or physical abuse, campus crime, sexual molestation and other sexual misconducts. MINIMUM LIMITS OF INSURANCE SERVICE PROVIDER, or any party the SERVICE PROVIDER subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to the CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:
21 1. COMMERCIAL GENERAL LIABILITY:(i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accident for bodily injury and property damage. 3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits. 4. EMPLOYER’S LIABILITY: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. 5. Professional Liability (Abuse & Molestation): (i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy aggregate. UMBRELLA OR EXCESS INSURANCEIn the event SERVICE PROVIDER purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS SERVICE PROVIDER shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and SERVICE PROVIDER shall also be responsible for payment of any self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:1. The CITY, its officers, officials, employees, agents and volunteers are to be covered as additional insureds. Additional Insured status for all ongoing and completed operations 22 under the General Liability policy shall be as broad as that contained in ISO Form CG 20 10 11 85. 2. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees, agents and volunteers. 3. For any claims relating to this Agreement, SERVICE PROVIDER’S insurance coverage shall be primary insurance with respect to the CITY, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, agents and volunteers shall be excess of SERVICE PROVIDER’S insurance and shall not contribute with it. Primary and non-contributory status under the General Liability policy shall be as broad as that contained in ISO Form CG 20 01 04 13. 4. Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these policies will be twice the above stated limits. All policies of insurance shall contain, or be endorsed to contain, the following provision: SERVICE PROVIDER and its insurer shall waive any right of subrogation against the CITY, its officers, officials, employees, agents and volunteers.All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice by certified mail, return receipt requested, has been given to the CITY. SERVICE PROVIDER is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, SERVICE PROVIDER shall furnish the CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for the CITY, SERVICE PROVIDER shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. If the Professional Liability (Abuse & Molestation) insurance policy is written on a claims-made form: 1. The retroactive date must be shown and must be before the effective date of the Agreement or the commencement of work by SERVICE PROVIDER. 2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period. 3. If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by SERVICE PROVIDER, SERVICE PROVIDER must purchase 23 “extended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first.4. A copy of the claims reporting requirements must be submitted to the CITY for review.5. These requirements shall survive expiration or termination of the Agreement. SUBCONTRACTORS If SERVICE PROVIDER subcontracts any or all of the services to be performed under this Agreement, SERVICE PROVIDER shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by the CITY Risk Manager or designee. If no Side Agreement is required, SERVICE PROVIDER will be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry. VERIFICATION OF COVERAGE SERVICE PROVIDER shall furnish the CITY with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to the CITY’S execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of the CITY, SERVICE PROVIDER shall immediately furnish the CITY with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. 24 EXHIBIT DDISCLOSURE OF CONFLICT OF INTERESTPoverello House YES* NO1 Are you currently in litigation with the City of Fresno or any of its agents? 2 Do you represent any firm, organization, or person who is in litigation with the City of Fresno? 3 Do you currently represent or perform work for any clients who do business with the City of Fresno? 4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with the City of Fresno, or in a business which is in litigation with the City of Fresno? 5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Fresno employee who has any significant role in the subject matter of this service? 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with this Project? * If the answer to any question is yes, please explain in full below. Explanation: Signature Date Name Company Address Additional page(s) attached. ______ City, State, Zip