City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2026-00369 1/27/2026
[City Council/Housing Authority] Amendments to the Sacramento Housing and Redevelopment Agency (SHRA) Joint Powers Agreement (JPA) between the City of Sacramento and County of Sacramento pursuant to California Government Code § 6500, et seq.; Appointment of an Interim Executive Officer of SHRA; and Authorization for SHRA to enter into a Memorandum of Understanding with the County of Sacramento related to agreements with CVR Associates, Inc. and payment of costs associated with those agreements
File ID: 2026-00369
Location: Citywide
Recommendation: 1) Adopt a City Council Resolution: a) approving amendments to the Joint Powers Authority, Sacramento Housing and Redevelopment Agency (SHRA), a JPA of the County of Sacramento and the City of Sacramento (California Government Code § 6500, et seq.), b) appointing Kris Warren of CVR Associates, Inc. to serve as the Interim Executive Office of SHRA, and c) authorizing SHRA to enter into an MOU with the County of Sacramento related to agreements executed with CVR Associates, Inc. and paying for costs associated with those agreement; and 2) adopt a Housing Authority Resolution approving amendments to the Joint Powers Authority, Sacramento Housing and Redevelopment Agency, a JPA of the County of Sacramento and the City of Sacramento (California Government Code § 6500, et seq.).
Contact: Michael Jasso, Assistant City Manager, (916) 808-1380, [email protected], City Manager's Office; James Shields, Acting Executive Director, (916) 440-1308, [email protected], Sacramento Housing and Redevelopment Agency
Presenter: None
Attachments:
1-Description/Analysis
2-City Council Resolution
3-Exhibit A - Amended and Restated Joint Exercise of Powers Agreement 4-Housing Authority Resolution
5-Exhibit A - Amended and Restated Joint Exercise of Powers Agreement 6-JPA Amendments (Redline)
7-MOU between the County of Sacramento and SHRA
File ID: 2026-00369 1/27/2026
8-Contract between County of Sacramento and CVR Component A 9-Contract between County of Sacramento and CVR Component B Description/Analysis
Issue Detail: In 1982, the Sacramento Housing and Redevelopment Agency (SHRA) was established through a Joint Powers Agreement (JPA) between the County of Sacramento and the City of Sacramento (City) pursuant to California Government Code § 6500, et seq. SHRA was created to centralize and streamline housing and redevelopment efforts across both jurisdictions and currently serves as the primary administrator of federal, state, and local housing and community development programs.
SHRA operates with oversight provided by both the Board of Supervisors (Board) as the County and the Housing Authority of the County of Sacramento, and the Sacramento City Council (Council) as the City and the Housing Authority of the City of Sacramento. Each body retains authority over SHRA programs and funding decisions within its respective jurisdiction. SHRA also has an 11-member Housing Commission that serves as an advisory body for some items before they move to the Board or Council and has final decision-making authority for particular items, mostly related to Public Housing administration, that the Board and Council have delegated to this Commission. This structure was intended to ensure shared governance and equitable resource allocation.
In August of 2025, the Board of Supervisors directed the County Executive to obtain an outside assessment of SHRA governance and operations to determine if there are process improvements that could strengthen the organization and collaboration with jurisdictions and partners. In October of 2025, the longtime Executive Director of SHRA retired from her position and an Acting Director from within SHRA’s ranks was appointed, as approved by the Board of Supervisors and City Council. The County launched an RFP process to bring on a consultant to perform the assessment and to seek an Interim Executive Director that could lead the organization pending the finalization of the assessment.
City staff participated with the County during the selection process of both the Interim Executive Director and consultant and have been closely coordinating on these amendments to the Joint Powers Authority Agreement that were determined would be necessary to promote more effective oversight and direction to SHRA interim executive leadership. CVR Associates, Inc. (CVR), an incorporated entity, and Kris Warren, Senior Vice President of CVR, was the highest ranked firm and candidate to demonstrate expertise in housing policy, organizational assessments, and executive leadership to provide consulting services. As such, CVR was selected to provide the services as outlined in the Agreement for Component A: Consulting Services for SHRA and Component B:
Interim Executive Director services for SHRA.
The attached resolution includes three actions for the City Council and one action for the Housing Authority of the City of Sacramento:
1) City Council/Housing Authority: Approve recommended amendments to the JPA,
File ID: 2026-00369 1/27/2026
included as Attachments 3 (redlined version) and 4 (clean version) to this report that a) clarify that the JPA does not preclude the temporary use of external consulting or advisory executive support during periods of transition, and b) SHRA must conduct an annual audit, must file and present the audit reports to the City Council and Board of Supervisors, and must provide semi-annual updates on corrective actions identified in the audit reports until any audit findings are resolved. 2) City Council: Recommendation to appoint Kris Warren of CVR Associates, Inc. to serve as the Interim Executive Officer of SHRA, effective February 1, 2026. Also, in order to ensure continuity, if the contract with CVR is terminated, the resolution directs appointment of SHRA staff to serve as interim Executive Director. 3) City Council: Authorizing SHRA to enter into a Memorandum of Understanding with the County of Sacramento related to the agreements that the County executed with CVR for the consulting and Interim Executive Director services for SHRA, and for SHRA to reimburse the County for the costs associated with those agreements.
Should the assessment to be completed by CVR identify additional recommended changes to the governance structure or the JPA Agreement, those would be brought forward to the Board of Supervisors and the City Council in the future.
Policy Considerations: The City of Sacramento and County of Sacramento are the two members of the SHRA joint powers authority initially formed in 1982 and therefore both parties must approve amendments to the JPA.
This action is consistent with the 2021-2029 Housing Element Policy H-7.2 Regional Coordination:
The City shall coordinate with the region and work with the Continuum of Care, Sacramento County, SHRA, and partner agencies to develop strategies that address homelessness through a shared vision, coordinated programs, and joint funding opportunities.
Economic Impacts: Not applicable.
Environmental Considerations:
California Environmental Quality Act (CEQA): The proposed actions are administrative and fiscal activities and do not make any commitments to, or give approvals for, specific projects or activities which have the potential to result in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. Therefore, the proposed actions do not constitute a project subject to environmental review under the CEQA per Guidelines Section 15378(b). Environmental Review for specific projects will be completed prior to any discretionary action(s) being carried out with regard to such projects.
File ID: 2026-00369 1/27/2026
National Environmental Policy Act (NEPA): The proposed actions are administrative and fiscal activities and do not make any commitments to, or give approvals for, specific projects or activities and are exempt under the NEPA per 24 CFR 58.34(a)(2) and (3). Environmental Review for specific projects will be completed prior to any choice limiting action(s) being carried out with regard to such projects.
Sustainability: Not applicable.
Commission/Committee Action: On January 21, 2026, the Sacramento Housing and Redevelopment Commission adopted a resolution authorizing the Acting Executive Director, or his designee, to execute a Memorandum of Understanding with the County of Sacramento for the Sacramento Housing and Redevelopment Agency to reimburse the County for costs associated with CVR Associates, Inc. consulting and interim executive consulting services, in an amount not to exceed $1,097,800.
Rationale for Recommendation: An amendment to the JPA is necessary to conduct an Agency assessment and allow a consultant to lead the assessment and provide transitional leadership services.
Financial Considerations: All costs for the consulting services are contained in the SHRA approved 2026 and Subsequent Agency Budgets. There is no cost or impact on the City General Fund.
Local Business Enterprise (LBE): Not applicable.
RESOLUTION NO. 2026-
Adopted by the Sacramento City Council
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SACRAMENTO RELATING TO
THE AMENDED AND RESTATED SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY JOINT EXERCISE OF POWERS AGREEMENT; APPOINTING AN INTERIM
EXECUTIVE OFFICER OF THE SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY; AND AUTHORIZING THE SACRAMENTO HOUSING AND REDEVELOPMENT
AGENCY TO ENTER INTO A MEMORANDUM OF UNDERSTANDING WITH THE COUNTY
OF SACRAMENTO RELATED TO AGREEMENTS EXECUTED WITH CVR ASSOCIATES, INC. AND COSTS ASSOCIATED WITH THOSE AGREEMENTS
BACKGROUND
A. In 1982, the City of Sacramento (City), the County of Sacramento (County), the Housing Authority of the City of Sacramento, the Housing Authority of the County of Sacramento, the Redevelopment Agency of the City of Sacramento and the Redevelopment Agency of the County of Sacramento entered into a Joint Exercise of Powers Agreement (JPA) establishing the Sacramento Housing and Redevelopment Agency (SHRA) for the primary purpose of providing staffing for the City and County Housing Authorities and Redevelopment Agencies.
B. In 1990, the JPA was amended to include devising, proposing, conducting, evaluating and administrating public social service programs.
C. In 2011, the California Legislature enacted AB 1X 26, coupled with a subsequent decision of the State Supreme Court (California Redevelopment Association et al., v.
Matosantos), resulted in the dissolution of redevelopment agencies as of February 1, 2012;
D. The County of Sacramento, by Resolution Number 2012-0051 (adopted on January 24, 2012), elected to serve as the Successor Agency to the Redevelopment Agency of the County and designated the Housing Authority of the County of Sacramento as the local authority to retain the housing assets and functions previously performed by the Redevelopment Agency of the County of Sacramento.
E. The City of Sacramento, by Resolution Number 2012-018 (adopted on January 31, 2012), elected to serve as the Successor Agency to the Redevelopment Agency of the City and designated the Housing Authority of the City of Sacramento as the local authority to retain the housing assets and functions previously performed by the Redevelopment Agency of the City of Sacramento.
F. Since the establishment of SHRA, the Executive Director role has historically been filled by an individual employed directly by the Agency. However, following an unanticipated leadership transition, the City and County determined that the temporary use of external executive consulting support was appropriate to ensure continuity of operations during a transitional period, pending further organizational assessment and the appointment of an Executive Director.
G. The parties desire to amend and restate the Joint Exercise of Powers Agreement to 1) clarify that the Agreement does not preclude the temporary use of external consulting or advisory executive support during periods of transition, while preserving the long- standing framework under which the permanent Executive Director of the Agency is an employee of the Agency appointed pursuant to the Joint Exercise of Powers Agreement, and 2) SHRA must retain a Certified Public Accountant to conduct an annual audit in compliance with Government Code Section 26909, generally accepted auditing standards, and 2 CFR 200, Subpart F as applicable; must file and present audit reports to the City Council and Board of Supervisors within required timeframes; and must provide semi‑annual updates on corrective actions until any audit findings are resolved.
H. The proposed action to approve and execute the amended and restated Joint Exercise of Powers Agreement are considered administrative and management activities. As such, this action does not constitute a project subject to environmental review under the Cali fornia Environmental Quality Act (CEQA), as provided in CEQA Guidelines Section 15378(b)(4).
This action is also exempt from environmental review under the National Environmental Policy Act (NEPA) per 24 CFR Section 58.34(a)(3).
I. The County in August 2025 identified the need for a consultant to implement specific deliverables and provide recommendations aimed at enhancing the collaboration and effectiveness of SHRA in alignment with County Priorities and subsequently issued a Request for Proposal (RFP) to solicit firms for two services areas: Component A:
Consulting Services and Component B: Interim Executive Director services for SHRA.
K. The City of Sacramento participated in the review and selection panel for the County RFP and CVR Associates, Inc., an incorporated entity, was the highest ranked firm to demonstrate expertise in housing policy, organizational assessments, and executive leadership to provide consulting services, and CVR Associates, Inc., was selected to provide such services as outlined in the Agreement for Component A: Consulting Services for SHRA and Component B: Interim Executive Director services for SHRA.
BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE CITY COUNCIL RESOLVES AS FOLLOWS:
Section 1. The City Manager is authorized to execute the Amended and Restated Joint Exercise of Powers Agreement by and among the City of Sacramento, the County of Sacramento, the Housing Authority of the City of Sacramento, and the Housing Authority of the County of Sacramento, as attached hereto as Exhibit A.
Section 2. The City Council appoints Kris Warren of CVR Associates, Inc., to serve as the Interim Executive Officer of SHRA, effective February 1, 2026. In the event that the County’s contract with CVR is terminated for any reason, then the City Council appoints Jim Shields, Deputy Executive Director of Business Administration as the Executive Director unless he is no longer employed at SHRA, in which case the most senior executive level staff member at SHRA is appointed as Executive Director.
Section 3. The City Council authorizes SHRA to enter into a Memorandum of Understanding with the County including any necessary changes, increase in revenue, modifications, extensions or amendments, to reimburse the County for costs associated with CVR Associates, Inc. contracts in an amount up to $1,097,800 and to do and perform all acts necessary to carry out the purpose of this authorization.
Section 4. Exhibit A is part of this Resolution.
Table of Contents:
Exhibit A – Amended and Restated Joint Exercise of Powers Agreement
PASSED AND ADOPTED by the City of Sacramento City Council on _______, 2026, by the following vote:
Ayes:
Noes:
Abstain:
Absent:
Exhibit A
1 JOINT EXERCISE OF POWERS AGREEMENT
THIS
AGREEMENT, originally executed April 20, 1982, amended on March 6, 1990, amended again on February 24, 2015, and amended hereby on January XX, 2026, by and between the CITY OF SACRAMENTO, a municipal corporation (hereinafter "City"), COUNTY OF SACRAMENTO (hereinafter "County"), and the HOUSING AUTHORITY OF THE CITY OF SACRAMENTO and the HOUSING AUTHORITY OF THE COUNTY OF SACRAMENTO (both of which are hereinafter "Constituent Entities").
REC
ITALS
WHE
REAS, the Constituent Entities would benefit from access to a common staff; and WHE
REAS, City and County would benefit from the availability of an independent agency to devise, propose, conduct, evaluate, and administer public social service programs within the jurisdictions of both; and
WHER
EAS, the parties to this Agreement desire to create an independent public agency pursuant to the Joint Powers Act (Section 6500, et seq., of the California Government Code), for the purposes of (1) providing staff services to the Constituent Entities and carrying out the housing functions within the respective jurisdictions of the City and County, and (2) devising, proposing, conducting, evaluating, and administering public social service programs, which may from time to time be approved by both City and County for joint administration; and WHE
REAS, with the dissolution of redevelopment agencies, as of February 1, 2012, the Redevelopment A gency of the City of Sacramento and the Redevelopment Agency of the County of Sacramento were no longer Constituent Ent ities of this Joint Powers Agency.
NOW
, THEREFORE, the parties hereto agree as follows:
AGREE
MENTS
1. Joint
Powers Agency
The
re is hereby created the SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY (hereinafter referred to as "Agency" or "Joint Powers Agency"). The Agency is created pursuant to the powers vested in the City and County and the Constituent Entities under Section 6500, et. seq., of the California Government Code.
2. Purpos
e of Joint Powers Agency
The
J oint Powers Agency is formed for the purposes of (1) providing staff and employee services for the Constituent Entities and such other entities or bodies as may be from time to time approved by the Agency and the parties, for the purpose of providing to said entities staff services to enable those entities to carry out the housing functions invested by law in each of the Constituent Entities within the jurisdiction of the City and County, and (2) devising, proposing, conducting, evaluating, and administering such public social service , capital, and revitalization programs within the jurisdiction of City and County as are approved from time to time individually or by both City and County for joint administration by Agency. As used in this Agreement, "public social service
JOINT EXERCISE OF POWERS AGREEMENT
2 programs" means those activities and functions of the City and County involved in providing aid or services or both to those persons within the jurisdiction of City and County who, because of their economic circumstances or social condition, are in need thereof and may benefit thereby.
3. Authority of Joint Powers Agency
Except as otherwise provided in this Joint Powers Agreement and the Delegation of Powers to Sacramento Housing and Redevelopment Commission Agreement adopted by the Housing Authority of the City of Sacramento (Resolution HA 81- 098), and the Housing Authority of the County of Sacramento (Resolution HA 1497), the Agency is hereby authorized, in its own name, to do all acts necessary to the exercise of authority for accomplishing the purposes set forth in Paragraph 2 above , including, but not limited to , any and all of the following acts:
(a) Enter into contracts for staff and employee services;
(b) Receive and expend funds;
(c) Employ personnel, subject to the limitations set forth elsewhere in this Agreement;
(d) Organize and train personnel;
(e) Acquire such materials and equipment as are necessary to carry out the contracts which are executed;
(f) Sue or be sued in its own name, except that no authority is granted to sue the City or County;
(g) Evaluate performance of personnel ;
(h) Establish an annual budget and amendments thereto pursuant to the delegation agreement noted above;
(i) Establish suitable reserves for the appropriate operation of the Agency pursuant to the delegation agreement noted above;
(j)
Acquire, lease, rent, manage, maintain, hold or dispose of equipment, materials, supplies and property;
(k) Perform any other act or acts that may be required to accomplish the purposes of this Agreement and the contracts executed pursuant thereto.
4. Governing Board
The Agency shall be administered by a governing board consisting of the members of the Sacramento Housing and Redevelopment Commission as they are appointed by provision of Chapter 2.29 of the Code of the County of Sacramento, and by provision of Section 2. 80 of the Municipal Code of the City of Sacramento. The provisions of the respective City and County Codes relating to the appointment, qualification, term of service and termination of commissioners shall apply equally to their services as members of the governing board of the Agency.
JOINT EXERCISE OF POWERS AGREEMENT
3 5. Meetings of the Governing Board
(a) Regular Meetings The Sacramento Housing and Redevelopment Commission’s regular meetings shall be held in the Agency’ s Commission Room or such other places as may be determined by the Commission and on dates and times as directed by the Commission.
(b) Special Meeting Special meetings of the governing board may be called in accordance with the provisions of Section 54956 of the California Government Code.
(c) Legal Notice All meetings of the governing board shall be held subject to the provisions of Section 54950 et seq. of the California Government Code dictating notice of meetings of public bodies.
(d) Minutes The minutes of all meetings of the governing board shall be kept by the Clerk of the Agency and shall as soon as possible after each meeting but in no case more than seven (7) days after such meeting, be forwarded to each member of the governing board and the Clerk of the Board of Supervisors and the City Clerk of the parties hereto.
(e) Quorum A majority of the members of the governing board shall constitute a quorum for the transaction of business. Action shall be taken by the governing board in accordance with the rules and By -Laws of the Sacramento Housing and Redevelopment Commission as they now exist or from time to time may be amended.
6. Officers
The officers of the governing board shall be a chairman and vice chairman elected from among the members of the board for one (1) year terms in accordance with the provisions of the By-Laws of the Sacramento Housing and Redevelopment Commission.
7. Term
This Agreement shall remain in effect until terminated by action of any one of the parties hereto but in no case shall action to terminate this Agreement be effective until the next succeeding January 1, preceded by not less than one hundred e ighty (180) days notice of termination served upon the Agency and the other parties to this Agreement.
8. Contract Monitoring
The Agency shall have the duty and responsibility to monitor, evaluate and take corrective action relating to the performance of any and all contracts executed pursuant to this Agreement.
9. Staff
The County of Sacramento and the City of Sacramento shall jointly appoint an Executive Director of the Agency, after receipt of a confidential recommendation of the County Executive and the City Manager. The Executive Director shall serve at the pleasure of the appointing authorities and may be removed from office by either the County or the City after receipt of a
JOINT EXERCISE OF POWERS AGREEMENT
4 confidential recommendation concerning the matter from the County Executive and the City Manager. The Executive Director shall be responsible for carrying out all staff functions for the Agency and shall hire, supervise and may dismiss all authorized staff of the Agency, subject to applicable personnel rules and procedures. The Agency shall be the exclusive employer of staff , except that the Executive Director need not be an employee of the Agency. All current employees of the Housing Authority of the City of Sacramento and the Redevelopment Agency of the City of Sacramento shall automatically be transitioned as emp loyees of the Agency. The employees shall retain all rights, privileges, benefits, seniority, etc., in effect at the time of the transition in accordance with applicable personnel rules and procedures. No staff or employee of the Agency shall have any employment rights within the parties hereto by virtue of its services on the staff of the Agency.
10. Separate Entity
The Agency shall be a public entity separate and apart from the parties . Unless, and to the extent otherwise agreed herein or by separate agreement, t he debts, liabilities, and obligations of the Agency are not the debts, liabilities, and obligations of the parties .
(a) Notwithstanding the foregoing, the Constituent Entities remain obligated to maintain and continue the retirement contributions (CalPERS) and post -retirement benefit obligations (OPEB) for the Agency employees. The CalPERS and OPEB contributions shall be updated each year by an actuarial study prepared by a qualified, independent firm retained and paid for by Agency. These updated studies will be provided to the Constituent Entities and to the successor agencies to the redevelopment agencies of the Cit y and the County in support of their respective Recognized Obligation Payment Schedules (ROPS) submissions to the California Department of Finance. The obligations in this subsection survive the termination of this Agreement.
(b) The parties recognize that t he Agency, the Housing Authority of the City, a nd the Housing Authority of the County, along with the successor agencies to the redevelopment agencies of the City and the County, remain liable to and therefore obligated to continue to make debt service payments to the 2008 Banc of America Public Capital Corp. tax exempt financing for the 801 12
th Street Building. The obligation in this subsection survives the termination of this Agreement and shall continue until the later of May 31, 2043, or when such tax-exempt financing is defeased or repaid .
(c) This amendment does not modify the parties’ obligations for debt, liabilities, and obligations of the Agency which accrued prior to the approval of this amendment to this Agreement on February 24, 2015, nor does this amendment to the Agreement modify or amend any existing contractual agreements between the Agency and one or more of the parties assigning liability or providing indemnification to the Agency .
11. Legal Counsel
The Agency shall have a Legal Counsel who shall remain independent of the County Counsel of the County of Sacramento or the City Attorney of the City of Sacramento.
JOINT EXERCISE OF POWERS AGREEMENT
5 12. Reports
Commencing January 1, 1983 and not less than annually thereafter during the term of this Agreement, the Agency shall make reports to the parties hereto and any and all other individuals or agencies that may be appropriate. Additional reports may be made from time to time as circumstances may require. Said reports shall contain but not be limited to proposed plans and status of existing plans, programs, contracts and such other subjects as the parties may determine.
13. Funds: Accountability
(a) The Executive Director of the Agency shall designate the Agency’s Director of Finance as treasurer of the Joint Powers Agency. The treasurer is designated as the depository of the Agency to have custody of all money from whatever source, and as such to have the powers, duties and responsibilities specified in Section 6505. 6 of the Government Code of the State of California.
(b) The treasurer shall establish such records and accounting procedures as are required by the Agency and be generally accepted accounting principles. In particular, the funds received under each contract executed pursuant hereto shall be managed in such a manner that accounting may be had of receipts and expenditures of funds of each of the parties hereto.
(c) The treasurer shall make such other reports as the Agency may direct.
(d) The fiscal year of the Agency shall be from January 1 through December 31.
14. Reimbursement
The Agency shall undertake any staffing assignments and responsibilities requested by the parties or anyone of them and the parties agree to reimburse Agency for such costs as it may incur in fulfilling these responsibilities in accordance with the provisions of this Paragraph 14.
In as much as the budget revenues and expenditures of the Agency and the parties are interrelated, it is agreed that the Agency's budget may be submitted, reviewed, and adopted as part of a combined budget for the Constituent Entities. Subsequent modification or amendment of the budgets of the parties as to an Agency administered activity shall deemed to effect a corresponding amendment of Agency's budget.
15. Cost Allocation
Administrative costs, costs for retention of staff and any other administrative or equipment costs relating to implementation and carrying out the purposes of the Constituent Entities and such public social service programs as shall be jointly approved by City and County shall be placed under the control of Agency. Such costs shall be allocated pursuant to an approved Cost Allocation Plan by the Agency's appropriate cognizant agency in accordance with the Circular A-87, or the current OMB Circular applicable to the Agency’s Cost Allocation Plan.
16. Review by Parties
Notwithstanding the powers granted to the Agency and its governing board by Sections 3
JOINT EXERCISE OF POWERS AGREEMENT
6 and 4 hereof, except as provided below, the parties hereto shall review and must approve the following before such actions are considered final and authorized:
(a) The annual budget and any modification thereof, provided that any modification of the budget by a party for a program or activity for which Agency provides staff support exclusively to such party shall be deemed to have effected a corresponding modification of the Agency's budget, subject to approval by only the governing board of that party.
(b) The annual Capital Improvements Program and any modification thereof, provided that the budgeted amount for any item therein may be amended by the governing body of the entity or entities actually undertaking the improvement.
17. Audit
The Agency shall contract with a Certified Public Accountant to make an annual audit of the accounts and records of the Agency. The minimum requirements of the audit shall be those prescribed by the controller of the State of California for special distric ts under Section 26909 of the CA Government Code and shall conform to generally accepted auditing standards and 2 CFR 200, Subpart F, as applicable.
When audit(s) of the accounts and records is made by a certified public accountant, report s thereof shall be filed as a public record with the City of Sacramento and County of Sacramento within the time period required by law or regulation for such particular audit. Audit reports shall be presented to the City Council and the Board of Supervisors during a week mutually agreed upon by the parties, which shall be the same week the report is presented to the Sacramento Housing and Redevelopment Commission.
Should there be any Audit findings or recommendations, the Agency shall provide at least semi-annual updates to the City Council and Board of Supervisors on steps taken until they are resolved.
18. Breach
If a default shall be made by any party hereto as to any covenant contained in this Agreement, such default shall not excuse said party from fulfilling its obligations under this Agreement.
19. Disposition of Assets; Surplus Money
Upon termination of this Agreement, all costs, expenses and charges legally incurred by the Agency shall be paid and discharged. The Agency shall distribute to the United States Government, the State or appropriate local agencies such property and funds as are lawfully required.
The balance of such property and any surplus money on hand shall be distributed or returned to the parties hereto equally except to the extent otherwise agreed upon by the parties.
JOINT EXERCISE OF POWERS AGREEMENT
7 20. Severability
Should any part, term or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby.
21. Successors; Assignment
This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. Except to the extent ex pressly provided herein, no party may assign any right or obligation hereunder without the consent of the other parties hereto.
22. Procedures
The procedures of the County of Sacramento shall be followed in compliance with the requirements of Section 6509 of the California Government Code, except that the Agency may determine by the adoption of a personnel policy the status of its own employees.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
CITY OF SACRAMENTO,
a municipal corporation
___________________________
Maraskeshia Smith , City Manager
Approved as to Form:
________________________ ___
Assistant City Attorney
___________________________
Assistant City Clerk
HOUSING AUTHORITY OF THE
CITY OF SACRAMENTO,
A public body, corporate and politic
_____________________________
Chairperson
COUNTY OF SACRAMENTO,
a political subdivision of
the State of California
____________________________
Rosairo Rodriguez , Chairperson,
Board of Supervisors
Approved as to Form:
____________________________
County Counsel
Attest:
____________________________
Clerk of the Board of Supervisors
HOUSING AUTHORITY OF
THE COUNTY OF SACRAMENTO,
A public body, corporate and politic
_____________________________
Chairperson
RESOLUTION NO. 2026-
Adopted by the Housing Authority of the City of Sacramento
A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF SACRAMENTO
RELATING TO THE AMENDED AND RESTATED SACRAMENTO HOUSING AND
REDEVELOPMENT AGENCY JOINT EXERCISE OF POWERS AGREEMENT
BACKGROUND
A. In 1982, the City of Sacramento (City), the County of Sacramento (County), the Housing Authority of the City of Sacramento, the Housing Authority of the County of Sacramento, the Redevelopment Agency of the City of Sacramento and the Redevelopment Agency of the County of Sacramento entered into a Joint Exercise of Powers Agreement (JPA) establishing the Sacramento Housing and Redevelopment Agency (SHRA) for the primary purpose of providing staffing for the City and County Housing Authorities and Redevelopment Agencies.
B. In 1990, the JPA was amended to include devising, proposing, conducting, evaluating and administrating public social service programs.
C. In 2011, the California Legislature enacted AB 1X 26, coupled with a subsequent decision of the State Supreme Court (California Redevelopment Association et al., v.
Matosantos), resulted in the dissolution of redevelopment agencies as of February 1, 2012;
D. The County of Sacramento, by Resolution Number 2012-0051 (adopted on January 24, 2012), elected to serve as the Successor Agency to the Redevelopment Agency of the County and designated the Housing Authority of the County of Sacramento as the local authority to retain the housing assets and functions previously performed by the Redevelopment Agency of the County of Sacramento.
E. The City of Sacramento, by Resolution Number 2012-018 (adopted on January 31, 2012), elected to serve as the Successor Agency to the Redevelopment Agency of the City and designated the Housing Authority of the City of Sacramento as the local authority to retain the housing assets and functions previously performed by the Redevelopment Agency of the City of Sacramento.
F. Since the establishment of SHRA, the Executive Director role has historically been filled by an individual employed directly by the Agency. However, following an unanticipated leadership transition, the City and County determined that the temporary use of external executive consulting support was appropriate to ensure continuity of operations during a
transitional period, pending further organizational assessment and the appointment of an Executive Director.
G. The parties desire to amend and restate the Joint Exercise of Powers Agreement to 1) clarify that the Agreement does not preclude the temporary use of external consulting or advisory executive support during periods of transition, while preserving the long- standing framework under which the permanent Executive Director of the Agency is an employee of the Agency appointed pursuant to the Joint Exercise of Powers Agreement, and 2) SHRA must retain a Certified Public Accountant to conduct an annual audit in compliance with Government Code Section 26909, generally accepted auditing standards, and 2 CFR 200, Subpart F as applicable; must file and present audit reports to the City Council and Board of Supervisors within required timeframes; and must provide semi‑annual updates on corrective actions until any audit findings are resolved.
H. The proposed action to approve and execute the amended and restated Joint Exercise of Powers Agreement are considered administrative and management activities. As such, this action does not constitute a project subject to environmental review under the California Environmental Quality Act (CEQA), as provided in CEQA Guidelines Section 15378(b)(4).
This action is also exempt from environmental review under the National Environmental Policy Act (NEPA) per 24 CFR Section 58.34(a)(3).
BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE HOUSING AUTHORITY OF THE CITY RESOLVES AS FOLLOWS:
Section 1. The Board Chair is authorized to execute the Amended and Restated Joint Exercise of Powers Agreement by and among the City of Sacramento, the County of Sacramento, the Housing Authority of the City of Sacramento, and the Housing Authority of the County of Sacramento, as attached hereto as Exhibit A.
Section 2. Exhibit A is part of this Resolution.
Table of Contents:
Exhibit A – Amended and Restated Joint Exercise of Powers Agreement
PASSED AND ADOPTED by the Housing Authority of the City on _______, 2026, by the following vote:
Ayes:
Noes:
Abstain:
Absent:
Exhibit A
1 JOINT EXERCISE OF POWERS AGREEMENT
T
HIS AGREEMENT, originally executed April 20, 1982, amended on March 6, 1990, amended again on February 24, 2015, and amended hereby on January XX, 2026, by and between the CITY OF SACRAMENTO, a municipal corporation (hereinafter "City"), COUNTY OF SACRAMENTO (hereinafter "County"), and the HOUSING AUTHORITY OF THE CITY OF SACRAMENTO and the HOUSING AUTHORITY OF THE COUNTY OF SACRAMENTO (both of which are hereinafter "Constituent Entities").
R
ECITALS
W
HEREAS, the Constituent Entities would benefit from access to a common staff; and W
HEREAS, City and County would benefit from the availability of an independent agency to devise, propose, conduct, evaluate, and administer public social service programs within the jurisdictions of both; and
WH
EREAS, the parties to this Agreement desire to create an independent public agency pursuant to the Joint Powers Act (Section 6500, et seq., of the California Government Code), for the purposes of (1) providing staff services to the Constituent Entities and carrying out the housing functions within the respective jurisdictions of the City and County, and (2) devising, proposing, conducting, evaluating, and administering public social service programs, which may from time to time be approved by both City and County for joint administration; and W
HEREAS, with the dissolution of redevelopment agencies, as of February 1, 2012, the Redevelopment A gency of the City of Sacramento and the Redevelopment Agency of the County of Sacramento were no longer Constituent Ent ities of this Joint Powers Agency.
N
OW, THEREFORE, the parties hereto agree as follows:
AGR
EEMENTS
1. J
oint Powers Agency
T
here is hereby created the SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY (hereinafter referred to as "Agency" or "Joint Powers Agency"). The Agency is created pursuant to the powers vested in the City and County and the Constituent Entities under Section 6500, et. seq., of the California Government Code.
2. P
urpose of Joint Powers Agency
T
he J oint Powers Agency is formed for the purposes of (1) providing staff and employee services for the Constituent Entities and such other entities or bodies as may be from time to time approved by the Agency and the parties, for the purpose of providing to said entities staff services to enable those entities to carry out the housing functions invested by law in each of the Constituent Entities within the jurisdiction of the City and County, and (2) devising, proposing, conducting, evaluating, and administering such public social service , capital, and revitalization programs within the jurisdiction of City and County as are approved from time to time individually or by both City and County for joint administration by Agency. As used in this Agreement, "public social service
JOINT EXERCISE OF POWERS AGREEMENT
2 programs" means those activities and functions of the City and County involved in providing aid or services or both to those persons within the jurisdiction of City and County who, because of their economic circumstances or social condition, are in need thereof and may benefit thereby.
3. Authority of Joint Powers Agency
Except as otherwise provided in this Joint Powers Agreement and the Delegation of Powers to Sacramento Housing and Redevelopment Commission Agreement adopted by the Housing Authority of the City of Sacramento (Resolution HA 81- 098), and the Housing Authority of the County of Sacramento (Resolution HA 1497), the Agency is hereby authorized, in its own name, to do all acts necessary to the exercise of authority for accomplishing the purposes set forth in Paragraph 2 above , including, but not limited to , any and all of the following acts:
(a) Enter into contracts for staff and employee services;
(b) Receive and expend funds;
(c) Employ personnel, subject to the limitations set forth elsewhere in this Agreement;
(d) Organize and train personnel;
(e) Acquire such materials and equipment as are necessary to carry out the contracts which are executed;
(f) Sue or be sued in its own name, except that no authority is granted to sue the City or County;
(g) Evaluate performance of personnel ;
(h) Establish an annual budget and amendments thereto pursuant to the delegation agreement noted above;
(i) Establish suitable reserves for the appropriate operation of the Agency pursuant to the delegation agreement noted above;
(j)
Acquire, lease, rent, manage, maintain, hold or dispose of equipment, materials, supplies and property;
(k) Perform any other act or acts that may be required to accomplish the purposes of this Agreement and the contracts executed pursuant thereto.
4. Governing Board
The Agency shall be administered by a governing board consisting of the members of the Sacramento Housing and Redevelopment Commission as they are appointed by provision of Chapter 2.29 of the Code of the County of Sacramento, and by provision of Section 2. 80 of the Municipal Code of the City of Sacramento. The provisions of the respective City and County Codes relating to the appointment, qualification, term of service and termination of commissioners shall apply equally to their services as members of the governing board of the Agency.
JOINT EXERCISE OF POWERS AGREEMENT
3 5. Meetings of the Governing Board
(a) Regular Meetings The Sacramento Housing and Redevelopment Commission’s regular meetings shall be held in the Agency’ s Commission Room or such other places as may be determined by the Commission and on dates and times as directed by the Commission.
(b) Special Meeting Special meetings of the governing board may be called in accordance with the provisions of Section 54956 of the California Government Code.
(c) Legal Notice All meetings of the governing board shall be held subject to the provisions of Section 54950 et seq. of the California Government Code dictating notice of meetings of public bodies.
(d) Minutes The minutes of all meetings of the governing board shall be kept by the Clerk of the Agency and shall as soon as possible after each meeting but in no case more than seven (7) days after such meeting, be forwarded to each member of the governing board and the Clerk of the Board of Supervisors and the City Clerk of the parties hereto.
(e) Quorum A majority of the members of the governing board shall constitute a quorum for the transaction of business. Action shall be taken by the governing board in accordance with the rules and By -Laws of the Sacramento Housing and Redevelopment Commission as they now exist or from time to time may be amended.
6. Officers
The officers of the governing board shall be a chairman and vice chairman elected from among the members of the board for one (1) year terms in accordance with the provisions of the By-Laws of the Sacramento Housing and Redevelopment Commission.
7. Term
This Agreement shall remain in effect until terminated by action of any one of the parties hereto but in no case shall action to terminate this Agreement be effective until the next succeeding January 1, preceded by not less than one hundred e ighty (180) days notice of termination served upon the Agency and the other parties to this Agreement.
8. Contract Monitoring
The Agency shall have the duty and responsibility to monitor, evaluate and take corrective action relating to the performance of any and all contracts executed pursuant to this Agreement.
9. Staff
The County of Sacramento and the City of Sacramento shall jointly appoint an Executive Director of the Agency, after receipt of a confidential recommendation of the County Executive and the City Manager. The Executive Director shall serve at the pleasure of the appointing authorities and may be removed from office by either the County or the City after receipt of a
JOINT EXERCISE OF POWERS AGREEMENT
4 confidential recommendation concerning the matter from the County Executive and the City Manager. The Executive Director shall be responsible for carrying out all staff functions for the Agency and shall hire, supervise and may dismiss all authorized staff of the Agency, subject to applicable personnel rules and procedures. The Agency shall be the exclusive employer of staff , except that the Executive Director need not be an employee of the Agency. All current employees of the Housing Authority of the City of Sacramento and the Redevelopment Agency of the City of Sacramento shall automatically be transitioned as emp loyees of the Agency. The employees shall retain all rights, privileges, benefits, seniority, etc., in effect at the time of the transition in accordance with applicable personnel rules and procedures. No staff or employee of the Agency shall have any employment rights within the parties hereto by virtue of its services on the staff of the Agency.
10. Separate Entity
The Agency shall be a public entity separate and apart from the parties . Unless, and to the extent otherwise agreed herein or by separate agreement, t he debts, liabilities, and obligations of the Agency are not the debts, liabilities, and obligations of the parties .
(a) Notwithstanding the foregoing, the Constituent Entities remain obligated to maintain and continue the retirement contributions (CalPERS) and post -retirement benefit obligations (OPEB) for the Agency employees. The CalPERS and OPEB contributions shall be updated each year by an actuarial study prepared by a qualified, independent firm retained and paid for by Agency. These updated studies will be provided to the Constituent Entities and to the successor agencies to the redevelopment agencies of the Cit y and the County in support of their respective Recognized Obligation Payment Schedules (ROPS) submissions to the California Department of Finance. The obligations in this subsection survive the termination of this Agreement.
(b) The parties recognize that t he Agency, the Housing Authority of the City, a nd the Housing Authority of the County, along with the successor agencies to the redevelopment agencies of the City and the County, remain liable to and therefore obligated to continue to make debt service payments to the 2008 Banc of America Public Capital Corp. tax exempt financing for the 801 12
th Street Building. The obligation in this subsection survives the termination of this Agreement and shall continue until the later of May 31, 2043, or when such tax-exempt financing is defeased or repaid .
(c) This amendment does not modify the parties’ obligations for debt, liabilities, and obligations of the Agency which accrued prior to the approval of this amendment to this Agreement on February 24, 2015, nor does this amendment to the Agreement modify or amend any existing contractual agreements between the Agency and one or more of the parties assigning liability or providing indemnification to the Agency .
11. Legal Counsel
The Agency shall have a Legal Counsel who shall remain independent of the County Counsel of the County of Sacramento or the City Attorney of the City of Sacramento.
JOINT EXERCISE OF POWERS AGREEMENT
5 12. Reports
Commencing January 1, 1983 and not less than annually thereafter during the term of this Agreement, the Agency shall make reports to the parties hereto and any and all other individuals or agencies that may be appropriate. Additional reports may be made from time to time as circumstances may require. Said reports shall contain but not be limited to proposed plans and status of existing plans, programs, contracts and such other subjects as the parties may determine.
13. Funds: Accountability
(a) The Executive Director of the Agency shall designate the Agency’s Director of Finance as treasurer of the Joint Powers Agency. The treasurer is designated as the depository of the Agency to have custody of all money from whatever source, and as such to have the powers, duties and responsibilities specified in Section 6505. 6 of the Government Code of the State of California.
(b) The treasurer shall establish such records and accounting procedures as are required by the Agency and be generally accepted accounting principles. In particular, the funds received under each contract executed pursuant hereto shall be managed in such a manner that accounting may be had of receipts and expenditures of funds of each of the parties hereto.
(c) The treasurer shall make such other reports as the Agency may direct.
(d) The fiscal year of the Agency shall be from January 1 through December 31.
14. Reimbursement
The Agency shall undertake any staffing assignments and responsibilities requested by the parties or anyone of them and the parties agree to reimburse Agency for such costs as it may incur in fulfilling these responsibilities in accordance with the provisions of this Paragraph 14.
In as much as the budget revenues and expenditures of the Agency and the parties are interrelated, it is agreed that the Agency's budget may be submitted, reviewed, and adopted as part of a combined budget for the Constituent Entities. Subsequent modification or amendment of the budgets of the parties as to an Agency administered activity shall deemed to effect a corresponding amendment of Agency's budget.
15. Cost Allocation
Administrative costs, costs for retention of staff and any other administrative or equipment costs relating to implementation and carrying out the purposes of the Constituent Entities and such public social service programs as shall be jointly approved by City and County shall be placed under the control of Agency. Such costs shall be allocated pursuant to an approved Cost Allocation Plan by the Agency's appropriate cognizant agency in accordance with the Circular A-87, or the current OMB Circular applicable to the Agency’s Cost Allocation Plan.
16. Review by Parties
Notwithstanding the powers granted to the Agency and its governing board by Sections 3
JOINT EXERCISE OF POWERS AGREEMENT
6 and 4 hereof, except as provided below, the parties hereto shall review and must approve the following before such actions are considered final and authorized:
(a) The annual budget and any modification thereof, provided that any modification of the budget by a party for a program or activity for which Agency provides staff support exclusively to such party shall be deemed to have effected a corresponding modification of the Agency's budget, subject to approval by only the governing board of that party.
(b) The annual Capital Improvements Program and any modification thereof, provided that the budgeted amount for any item therein may be amended by the governing body of the entity or entities actually undertaking the improvement.
17. Audit
The Agency shall contract with a Certified Public Accountant to make an annual audit of the accounts and records of the Agency. The minimum requirements of the audit shall be those prescribed by the controller of the State of California for special distric ts under Section 26909 of the CA Government Code and shall conform to generally accepted auditing standards and 2 CFR 200, Subpart F, as applicable.
When audit(s) of the accounts and records is made by a certified public accountant, report s thereof shall be filed as a public record with the City of Sacramento and County of Sacramento within the time period required by law or regulation for such particular audit. Audit reports shall be presented to the City Council and the Board of Supervisors during a week mutually agreed upon by the parties, which shall be the same week the report is presented to the Sacramento Housing and Redevelopment Commission.
Should there be any Audit findings or recommendations, the Agency shall provide at least semi-annual updates to the City Council and Board of Supervisors on steps taken until they are resolved.
18. Breach
If a default shall be made by any party hereto as to any covenant contained in this Agreement, such default shall not excuse said party from fulfilling its obligations under this Agreement.
19. Disposition of Assets; Surplus Money
Upon termination of this Agreement, all costs, expenses and charges legally incurred by the Agency shall be paid and discharged. The Agency shall distribute to the United States Government, the State or appropriate local agencies such property and funds as are lawfully required.
The balance of such property and any surplus money on hand shall be distributed or returned to the parties hereto equally except to the extent otherwise agreed upon by the parties.
JOINT EXERCISE OF POWERS AGREEMENT
7 20. Severability
Should any part, term or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby.
21. Successors; Assignment
This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. Except to the extent ex pressly provided herein, no party may assign any right or obligation hereunder without the consent of the other parties hereto.
22. Procedures
The procedures of the County of Sacramento shall be followed in compliance with the requirements of Section 6509 of the California Government Code, except that the Agency may determine by the adoption of a personnel policy the status of its own employees.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
CITY OF SACRAMENTO,
a municipal corporation
___________________________
Maraskeshia Smith , City Manager
Approved as to Form:
________________________ ___
Assistant City Attorney
___________________________
Assistant City Clerk
HOUSING AUTHORITY OF THE
CITY OF SACRAMENTO,
A public body, corporate and politic
_____________________________
Chairperson
COUNTY OF SACRAMENTO,
a political subdivision of
the State of California
____________________________
Rosairo Rodriguez , Chairperson,
Board of Supervisors
Approved as to Form:
____________________________
County Counsel
Attest:
____________________________
Clerk of the Board of Supervisors
HOUSING AUTHORITY OF
THE COUNTY OF SACRAMENTO,
A public body, corporate and politic
_____________________________
Chairperson
ATTACHMENT 6
1 JOINT EXERCISE OF POWERS AGREEMENT
THIS AGREEMENT, originally executed dated as of April 20, 1982, amended as of on March 6, 1990, and amended again on as of February 24, 2015, and amended hereby on January XX, 2026, by and between the CITY OF SACRAMENTO, a municipal corporation (hereinafter "City"), COUNTY OF SACRAMENTO (hereinafter "County"), and the HOUSING AUTHORITY OF THE CITY OF SACRAMENTO and the HOUSING AUTHORITY OF THE COUNTY OF SACRAMENTO ( both of which are hereinafter "Constituent Entities").
RECITALS
WHEREAS, the Constituent Entities would benefit from access to a common staff; and
WHEREAS, City and County would benefit from the availability of an independent agency to devise, propose, conduct, evaluate, and administer public social service programs within the jurisdictions of both; and
WHEREAS, the parties to this Agreement desire to create an independent public agency pursuant to the Joint Powers Act (Section 6500, et seq., of the California Government Code), for the purposes of (1) providing staff services to the Constituent Entities and carrying out the housing functions within the respective jurisdictions of the City and County, and (2) devising, proposing, conducting, evaluating, and administering public social service programs, which may from time to time be approved by both City and County for joint administration; and
WHEREAS, with the dissolution of redevelopment agencies, as of February 1, 2012, the Redevelopment A gency of the City of Sacramento and the Redevelopment Agency of the County of Sacramento were no longer Constituent Ent ities of this Joint Powers Agency.
NOW, THEREFORE, the parties hereto agree as follows:
AGREEMENTS
1. Joint Powers Agency
There is hereby created the SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY (hereinafter referred to as "Agency" or "Joint Powers Agency"). The Agency is created pursuant to the powers vested in the City and County and the Constituent Entities under Section 6500, et. seq., of the California Government Code.
2. Purpose of Joint Powers Agency
The Joint Powers Agency is formed for the purposes of (1) providing staff and employee services for the Constituent Entities and such other entities or bodies as may be from time to time approved by the Agency and the parties, for the purpose of providing to said entities staff services to enable those entities to carry out the housing functions invested by law in each of the Constituent Entities within the jurisdiction of the City and County, and (2) devising, proposing, conducting, evaluating, and administering such public social service , capital, and revitalization programs within the jurisdiction of City and County as are approved from time to time individually or by both City and County for joint administration by Agency. As used in this Agreement, "public social service programs" means those activities and functions of the City and County involved in providing aid or
JOINT EXERCISE OF POWERS AGREEMENT
2 services or both to those persons within the jurisdiction of City and County who, because of their economic circumstances or social condition, are in need thereof and may benefit thereby.
3. Authority of Joint Powers Agency
Except as otherwise provided in this J oint Powers Agreement and the Delegation of Powers to Sacramento Housing and Redevelopment Commission Agreement adopted by the Housing Authority of the City of Sacramento (Resolution HA 81- 098), and the Housing Authority of the County of Sacramento (Resolution HA 1497), the Agency is hereby authorized, in its own name, to do all acts necessary to the exercise of authority for accomplishing the purposes set forth in Paragraph 2 above , including, but not limited to , any and all of the following acts:
(a) Enter into contracts for staff and employee services;
(b) Receive and expend funds;
(c) Employ personnel, subject to the limitations set forth elsewhere in this Agreement;
(d) Organize and train personnel;
(e) Acquire such materials and equipment as are necessary to carry out the contracts which are executed;
(f) Sue or be sued in its own name, except that no authority is granted to sue the City or County;
(g) Evaluate performance of personnel ;
(h) Establish an annual budget and amendments thereto pursuant to the delegation agreement noted above;
(i) Establish suitable reserves for the appropriate operation of the Agency pursuant to the delegation agreement noted above;
(j)
Acquire, lease, rent, manage, maintain, hold or dispose of equipment, materials, supplies and property;
(k) Perform any other act or acts that may be required to accomplish the purposes of this Agreement and the contracts executed pursuant thereto.
4. Governing Board
The Agency shall be administered by a governing board consisting of the members of the Sacramento Housing and Redevelopment Commission as they are appointed by provision of Chapter 2.29 of the Code of the County of Sacramento, and by provision of Section 2. 80 of the Municipal Code of the City of Sacramento. The provisions of the respective City and County Codes relating to the appointment, qualification, term of service and termination of commissioners shall apply equally to their services as members of the governing board of the Agency.
5. Meetings of the Governing Board
JOINT EXERCISE OF POWERS AGREEMENT
3 (a) Regular Meetings The Sacramento Housing and Redevelopment Commission’s regular meetings shall be held in the Agency’ s Commission Room or such other places as may be determined by the Commission and on dates and times as directed by the Commission.
(b) Special Meeting Special meetings of the governing board may be called in accordance with the provisions of Section 54956 of the California Government Code.
(c) Legal Notice All meetings of the governing board shall be held subject to the provisions of Section 54950 et seq. of the California Government Code dictating notice of meetings of public bodies.
(d) Minutes The minutes of all meetings of the governing board shall be kept by the Clerk of the Agency and shall as soon as possible after each meeting but in no case more than seven (7) days after such meeting, be forwarded to each member of the governing board and the Clerk of the Board of Supervisors and the City Clerk of the parties hereto.
(e) Quorum A majority of the members of the governing board shall constitute a quorum for the transaction of business. Action shall be taken by the governing board in accordance with the rules and By -Laws of the Sacramento Housing and Redevelopment Commission as they now exist or from time to time may be amended.
6. Officers
The officers of the governing board shall be a chairman and vice chairman elected from among the members of the board for one (1) year terms in accordance with the provisions of the By-Laws of the Sacramento Housing and Redevelopment Commission.
7. Term
This Agreement shall remain in effect until terminated by action of any one of the parties hereto but in no case shall action to terminate this Agreement be effective until the next succeeding January 1, preceded by not less than one hundred e ighty (180) days notice of termination served upon the Agency and the other parties to this Agreement.
8. Contract Monitoring
The Agency shall have the duty and responsibility to monitor, evaluate and take corrective action relating to the performance of any and all contracts executed pursuant to this Agreement.
9. Staff
The County of Sacramento and the City of Sacramento shall jointly appoint an Executive Director of the Agency, after receipt of a confidential recommendation of the County Executive and the City Manager. The Executive Director shall serve at the pleasure of the appointing authorities and may be removed from office by either the County or the City after receipt of a confidential recommendation concerning the matter from the County Executive and the City Manager. The Executive Director shall be an employee of the Agency and be responsible for carrying out all staff functions for the Agency and shall hire, supervise and may dismiss all
JOINT EXERCISE OF POWERS AGREEMENT
4 authorized staff of the Agency, subject to applicable personnel rules and procedures. The Agency shall be the exclusive employer of staff , except that the Executive Director need not be an employee of the Agency. All current employees of the Housing Authority of the City of Sacramento and the Redevelopment Agency of the City of Sacramento shall automatically be transitioned as emp loyees of the Agency. The employees shall retain all rights, privileges, benefits, seniority, etc., in effect at the time of the transition in accordance with applicable personnel rules and procedures. No staff or employee of the Agency shall have any employment rights within the parties hereto by virtue of its services on the staff of the Agency.
10. Separate Entity
The Agency shall be a public entity separate and apart from the parties . Unless, and to the extent otherwise agreed herein or by separate agreement, t he debts, liabilities, and obligations of the Agency are not the debts, liabilities, and obligations of the parties .
(a) Notwithstanding the foregoing, the Constituent Entities remain obligated to maintain and continue the retirement contributions (CalPERS) and post -retirement benefit obligations (OPEB) for the Agency employees. The CalPERS and OPEB contributions shall be updated each year by an actuarial study prepared by a qualified, independent firm retained and paid for by Agency. These updated studies will be provided to the Constituent Entities and to the successor agencies to the redevelopment agencies of the Cit y and the County in support of their respective Recognized Obligation Payment Schedules (ROPS) submissions to the California Department of Finance. The obligations in this subsection survive the termination of this Agreement.
(b) The parties recognize that t he Agency, the Housing Authority of the City, a nd the Housing Authority of the County, along with the successor agencies to the redevelopment agencies of the City and the County, remain liable to and therefore obligated to continue to make debt service payments to the 2008 Banc of America Public Capital Corp. tax exempt financing for the 801 12 th Street Building. The obligation in this subsection survives the termination of this Agreement and shall continue until the later of May 31, 2043, or when such tax-exempt financing is defeased or repaid .
(c) This amendment does not modify the parties’ obligations for debt, liabilities, and obligations of the Agency which accrued prior to the approval of this amendment to this Agreement on February 24, 2015, nor does this amendment to the Agreement modify or amend any existing contractual agreements between the Agency and one or more of the parties assigning liability or providing indemnification to the Agency .
11. Legal Counsel
The Agency shall have a Legal Counsel who shall remain independent of the County Counsel of the County of Sacramento or the City Attorney of the City of Sacramento.
12. Reports
Commencing January 1, 1983 and not less than annually thereafter during the term of this Agreement, the Agency shall make reports to the parties hereto and any and all other individuals
JOINT EXERCISE OF POWERS AGREEMENT
5 or agencies that may be appropriate. Additional reports may be made from time to time as circumstances may require. Said reports shall contain but not be limited to proposed plans and status of existing plans, programs, contracts and such other subjects as the parties may determine.
13. Funds: Accountability
(a) The Executive Director of the Agency shall designate the Agency’s Director of Finance as treasurer of the Joint Powers Agency. The treasurer is designated as the depository of the Agency to have custody of all money from whatever source, and as such to have the powers, duties and responsibilities specified in Section 6505. 6 of the Government Code of the State of California.
(b) The treasurer shall establish such records and accounting procedures as are required by the Agency and be generally accepted accounting principles. In particular, the funds received under each contract executed pursuant hereto shall be managed in such a manner that accounting may be had of receipts and expenditures of funds of each of the parties hereto.
(c) The treasurer shall make such other reports as the Agency may direct.
(d) The fiscal year of the Agency shall be from January 1 through December 31.
14. Reimbursement
The Agency shall undertake any staffing assignments and responsibilities requested by the parties or anyone of them and the parties agree to reimburse Agency for such costs as it may incur in fulfilling these responsibilities in accordance with the provisions of this Paragraph 14.
In as much as the budget revenues and expenditures of the Agency and the parties are interrelated, it is agreed that the Agency's budget may be submitted, reviewed, and adopted as part of a combined budget for the Constituent Entities. Subsequent modification or amendment of the budgets of the parties as to an Agency administered activity shall deemed to effect a corresponding amendment of Agency's budget.
15. Cost Allocation
Administrative costs, costs for retention of staff and any other administrative or equipment costs relating to implementation and carrying out the purposes of the Constituent Entities and such public social service programs as shall be jointly approved by City and County shall be placed under the control of Agency. Such costs shall be allocated pursuant to an approved Cost Allocation Plan by the Agency's appropriate cognizant agency in accordance with the Circular A-87, or the current OMB Circular applicable to the Agency’s Cost Allocation Plan.
16. Review by Parties
Notwithstanding the powers granted to the Agency and its governing board by Sections 3 and 4 hereof, except as provided below, the parties hereto shall review and must approve the following before such actions are considered final and authorized:
(a) The annual budget and any modification thereof, provided that any modification of the budget by a party for a program or activity for which Agency provides staff support exclusively to such party shall be deemed to have effected a corresponding modification of the
JOINT EXERCISE OF POWERS AGREEMENT
6 Agency's budget, subject to approval by only the governing board of that party.
(b) The annual Capital Improvements Program and any modification thereof, provided that the budgeted amount for any item therein may be amended by the governing body of the entity or entities actually undertaking the improvement.
17. Audit
The Agency shall contract with a certified public accountant to make an annual audit of the accounts and records of the Agency. The minimum requirements of the audit shall be those prescribed by the Controller of the State of California for special districts under Section 26909 of the California Government Code and shall conform to generally accepted auditing standards. When such an audit of the accounts and records is made by a certified public accountant, a report thereof shall be filed as a public record with the City of Sacramento and the County of Sacramento. Such report shall be filed within six (6) months of the end of the accounting period.
The Agency shall contract with a Certified Public Accountant to make an annual audit of the accounts and records of the Agency. The minimum requirements of the audit shall be those prescribed by the controller of the State of California for special districts under Section 26909 of the CA Government Code and shall conform to generally accepted auditing standards and 2 CFR 200, Subpart F, as applicable.
When audit(s) of the accounts and records is made by a certified public accountant, report s thereof shall be filed as a public record with the City of Sacramento and County of Sacramento within the time period required by law or regulation for such particular audit. Audit reports shall be presented to the City Council and the Board of Supervisors during a week mutually agreed upon by the parties, which shall be the same week the report is presented to the Sacramento Housing and Redevelopment Commission.
Should there be any Audit findings or recommendations, the Agency shall provide at least semi-annual updates to the City Council and Board of Supervisors on steps taken until they are resolved.
18. Breach
If a default shall be made by any party hereto as to any covenant contained in this Agreement, such default shall not excuse said party from fulfilling its obligations under this Agreement.
19. Disposition of Assets; Surplus Money
Upon termination of this Agreement, all costs, expenses and charges legally incurred by the Agency shall be paid and discharged. The Agency shall distribute to the United States Government, the State or appropriate local agencies such property and funds as are lawfully required.
The balance of such property and any surplus money on hand shall be distributed or returned to the parties hereto equally except to the extent otherwise agreed upon by the parties.
JOINT EXERCISE OF POWERS AGREEMENT
7 20. Severability
Should any part, term or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby.
21. Successors; Assignment
This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. Except to the extent ex pressly provided herein, no party may assign any right or obligation hereunder without the consent of the other parties hereto.
22. Procedures
The procedures of the County of Sacramento shall be followed in compliance with the requirements of Section 6509 of the California Government Code, except that the Agency may determine by the adoption of a personnel policy the status of its own employees.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
CITY OF SACRAMENTO,
a municipal corporation
___________________________
Maraskeshia Smith, City Manager
Approved as to Form:
___________________________
Assistant City Attorney
___________________________
Assistant City Clerk
HOUSING AUTHORITY OF THE
CITY OF SACRAMENTO,
A public body, corporate and politic
_____________________________
Chairperson
COUNTY OF SACRAMENTO ,
a political subdivision of
the State of California
____________________________
Rosairo Rodriguez, Chairperson,
Board of Supervisors
Approved as to Form:
____________________________
County Counsel
Attest:
____________________________
Clerk of the Board of Supervisors
HOUSING AUTHORITY OF
THE COUNTY OF SACRAMENTO,
A public body, corporate and politic
____________________________
Chairperso n
Attachment 7
MEMORANDUM OF UNDERSTANDING BETWEEN
THE COUNTY OF SACRAMENTO AND
THE SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY
FOR PROJECT COORDINATION AND REIMBURSEMENT
This Memorandum of Understanding (“MOU”) is entered into this _______ day of __________, 2026 , by and between the COUNTY OF SACRAMENTO, a political subdivision of the State of California (“COUNTY”), and the SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY, a joint powers authority (“SHRA”).
RECITALS
WHEREAS, SHRA administers federal housing and community development funds, including funds provided by the U.S. Department of Housing and Urban Development (“HUD”), and may reimburse eligible costs incurred by COUNTY in furtherance of SHRA’s federally assisted programs; and
WHEREAS, COUNTY and SHRA desire to collaborate on certain project activities requiring professional services and regulatory compliance; and
WHEREAS, COUNTY conducted a competitive procurement process on behalf of SHRA, and selected CVR Associates, Inc. (“CONSULTANT”) to provide consulting and executive consulting services in support of SHRA; and
WHEREAS, COUNTY pursuant to Resolution No. XXXX, authorized the County Executive or their designee(s) to execute two (2) agreements with CVR Associates, Inc. (“CONSULTANT”) for consulting services, and for executive consulting services for SHRA, including authority to accept reimbursement from SHRA for eligible costs incurred under such agreements; and
WHEREAS, the COUNTY and SHRA desire to establish roles, responsibilities, and a reimbursement framework consistent with applicable federal, state, and local requirements;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. PURPOSE AND PROJECT DESCRIPTION
Attachment 7
This MOU establishes a framework under which COUNTY will facilitate two (2) agreements for i.) review of roles and responsibilities of SHRA, assessment of housing finance lending policies and procedures, assessment of public housing and housing choice voucher functions, and to deliver actionable recommendations and implementation guidance (collectively “consulting services”), and ii.) an agreement for e xecutive consulting during the period for which the County of Sacramento and the City of Sacramento conduct an executive recruitment and confirm appointment of a new Executive Director for SHRA. COUNTY, through its agreements with CONSULTANT, will cause the agreed-upon project services to be performed, and SHRA will reimburse COUNTY for eligible and allowable costs in accordance with applicable HUD federal assistance requirements. Specific scopes of work may be documented in written task descriptions or exhibits.
2. RESPONSIBILITIES
A. COUNTY SHALL:
i. Serve as the sole contracting and administrative entity for services identified under this MOU and under the agreements between COUNTY and CONSULTANT. COUNTY, through its agreements with CONSULTANT, shall cause the agreed -upon project services to be performed in a timely and professional manner and shall retain responsibility for contract administration, oversight, and acceptance of work products. COUNTY may coordinate and consult with the Acting Executive Director or other designee(s) of SHRA solely for purposes of project coordination, information sharing, and programmatic input, provided that such coordination shall not transfer or delegate contracting authority, supervision, or control of CONSULTANT to SHRA.
ii. Maintain records sufficiently to support reimbursement requests. iii. Such records shall be made available to SHRA, HUD, and their authorized representatives upon request, as required by applicable federal law.
B. SHRA SHALL:
i. Reimburse COUNTY only for costs that are eligible, allowable, reasonable, and allocable in accordance with applicable HUD federal assistance requirements, including Title 2 of the Code of Federal Regulations Part 200.
Attachment 7
ii. Review and process reimbursement requests in a timely manner. iii. Provide applicable federal compliance requirements to COUNTY as needed.
3. COMPENSATION AND REIMBURSEMENT
A. Reimbursement shall be on a cost ‑reimbursement basis, not to exceed an amount of $1,097,800. COUNTY shall submit invoices to designated SHRA contacts (Deputy Executive Director/CFO and Assistant Director of Finance) for the project for processing payment either on a monthly basis, or upon completion of milestones, whichever is later. Reimbursement is subject to the availability of HUD federal assistance and compliance with the requirements applicable to the specific funding source used.
B. Any increases to the billable rates for CONSULTANT and/or amendments to the Scope of Services under the Agreements shall require a written amendment to this MOU, prior written approval by SHRA, and confirmation of federal allowability.
C. No advance payments shall be made by SHRA; reimbursement shall be based solely on costs incurred and documented.
4. TERM
This MOU shall be effective upon execution and shall remain in effect through the completion of services for both agreements, but in no event later than January 31, 2027 , unless earlier terminated or extended by written amendment.
5. TERMINATION
Either party may terminate this MOU upon thirty (30) days’ written notice to the other party. Termination shall not relieve SHRA of the obligation to reimburse COUNTY for eligible costs incurred prior to termination.
6. INDEMNIFICATION
Except to extent of gross negligence or willful misconduct on the part of Agency, County shall indemnify, hold harmless and defend, to the fullest extent permitted by law, the Housing Authority of the City of Sacramento, the Housing Authority of the County of Sacramento, and the Sacramento Housing and Redevelopment Agency, their respective officers, directors, commissioners, advisory committee members, agents, and employees from liability, claims, demands, attorney's fees or litigation and related costs, in cluding, without limitation, court costs and Attachment 7
investigator, witness, arbitrator and mediator fees, for any injury or damages to persons or property resulting from, or otherwise related to this MOU, whether caused, in whole or part, by an intentional or negligent act or omission by County, its officers, employees, or agents.
7. INDEPENDENT ENTITIES
Nothing in this MOU creates a partnership, joint venture, or other relationship between the parties.
8. AMENDMENTS
This MOU may be amended only by a written document executed by authorized representatives of both parties.
9. GOVERNING LAW
This MOU shall be governed by and construed in accordance with the laws of the State of California.
10. ENTIRE AGREEMENT
This MOU constitutes the entire agreement between the parties with respect to the subject matter herein.
11. INCORPORATION
The County’s agreements with CONSULTANT are attached hereto and incorporated herein as Attachments 1 and 2 to this MOU. In the event of a conflict between this MOU and the Attachments, the terms of this MOU shall govern with respect to reimbursement and inter-agency responsibilities.
Attachment 7
IN WITNESS WHEREOF, the parties have executed this MOU as of the date first written above.
COUNTY OF SACRAMENTO
By: __________________________
Name:
Title:
Date:
SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY
By: __________________________
Name:
Title:
Date:
[Contract No. _________]
COUNTY OF SACRAMENTO
CVR ASSOCIATES, INC.
A
GREEMENT FOR
Sacramento Housing and Redevelopment Agency (SHRA) Consulting Services T
HIS AGREEMENT is made and entered into on _______________________, by and between the County of Sacramento, a political subdivision of the State of California, hereinafter referred to as “COUNTY” and CVR Associates, Inc, an incorporated entity hereinafter referred to as “CONSULTANT”.
RE
CITALS
W
HEREAS, COUNTY issued a Request for Proposal to solicit firms in to provide consulting services for the Sacramento Housing and Redevelopment Agency (SHRA); and
W
HEREAS, CONSULTANT was among the highest ranked firms that demonstrated expertise in housing policy, organizational assessments, and executive leadership to provide consulting services; and
W
HEREAS, CONSULTANT has proposed to provide the requested services for the compensation identified herein;
W
HEREAS, pursuant to Sacramento County Code Section 2.61.440, the department or agency which has authority to execute this Agreement on behalf of COUNTY has authority to amend this Agreement so as to increase the maximum payment amount, provided that such increase does not exceed 10 percent of the total value of the agreement or $65,000; and
W
HEREAS, COUNTY and CONSULTANT desire to enter into this Agreement on the terms and conditions set forth herein.
N
OW, THEREFORE, in consideration of the mutual promises hereinafter set forth, COUNTY and CONSULTANT agree as follows:
1. SC
OPE OF SERVICES
CO
NSULTANT shall provide services in the amount, type and manner described in Exhibit A, which is attached hereto and incorporated herein.
2. TE
RM
T
his Agreement shall be effective and commence as of the date first written above and shall end on January 31, 2027, with an option to extend up to one Attachment 8
[Contract No. _________]
additional year (through January 31, 2028) by the County Executive or designee, at the same rate as specified in Exhibit C hereto,
COUNTY’s Director is authorized to amend this Agreement to extend the term.
3. NOTICE
Any notice, demand, request, consent, or approval that either party hereto may or is required to give the other pursuant to this Agreement shall be in writing and shall be either personally delivered or sent by mail or e-mail, addressed as follows:
TO COUNTY:
Chevon Kotari
County of Sacramento
700 H Street, Suite 7650
Sacramento, CA 95814
[email protected]
TO CONSULTANT:
Melanie Campbell
CVR Associates, Inc.
4501 N. Point Parkway, Suite 260
Alpharetta, GA 30022
[email protected]
Either party may change the address or e-mail to which subsequent notice and/or other communications can be sent by giving written notice designating a change of address to the other party, which shall be effective upon receipt.
4. COMPLIANCE WITH LAWS
A. CONSULTANT shall observe and comply with all applicable Federal, State, and County laws, regulations and ordinances.
B. Economic Sanctions: Pursuant to California State Executive Order N-6-22 (“Order”) imposing economic sanctions against Russia and declaring support of Ukraine, COUNTY shall terminate any contract with any individual or entity that is in violation of the Order or that is subject to economic sanctions therein, and shall not enter a contract with any such individual or entity while the Order is in effect.
5. GOVERNING LAWS AND JURISDICTION
This Agreement shall be deemed to have been executed and to be performed within the State of California and shall be construed and governed by the internal laws of the State of California. Any legal proceedings arising out of or relating to this Agreement shall be brought in Sacramento County, California.
[Contract No. _________]
6. LICENSES, PERMITS AND CONTRACTUAL GOOD STANDING
A. CONSULTANT shall possess and maintain all necessary licenses, permits, certificates and credentials required by the laws of the United States, the State of California, County of Sacramento, and all other appropriate governmental agencies, including any certification and credentials required by COUNTY. Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this Agreement and constitutes grounds for the termination of this Agreement by COUNTY.
B. CONSULTANT further certifies to COUNTY that it and its principals are not debarred, suspended, or otherwise excluded from or ineligible for, participation in federal, state, or local government contracts.
CONSULTANT certifies that it shall not contract with a subconsultant that is so debarred or suspended.
7. PREVAILING WAGES
CONSULTANT shall comply with the provisions of the California Labor Code, specifically, but not limited to, Chapter 1, commencing at Section 1720, of Part 7 of Division 2 (payment of prevailing wages). The prevailing rates for per diem wages shall be those rates determined by the Director of the California Department of Industrial Relations.
8. PERFORMANCE STANDARDS
CONSULTANT shall perform its services under this Agreement in accordance with the industry and/or professional standards applicable to CONSULTANT’s services.
9. OWNERSHIP OF WORK PRODUCT
All technical data, evaluations, plans, specifications, reports, documents, or other work products developed by CONSULTANT provided hereunder shall be the exclusive property of COUNTY and City of Sacramento and shall be delivered to COUNTY and to the City Manager of the City of Sacramento upon completion of the services authorized hereunder. CONSULTANT may retain copies thereof for its files and internal use. Publication of the information directly derived from work performed or data obtained in connection with services rendered under this Agreement must first be approved in writing by COUNTY. COUNTY recognizes that all technical data, evaluations, plans, specifications, reports, and other work products are instruments of CONSULTANT’s services and are not designed for use other than what is intended by this Agreement.
[Contract No. _________]
10. STATUS OF CONSULTANT
A. It is understood and agreed that CONSULTANT (including CONSULTANT’s employees) is an independent consultant and that no relationship of employer-employee exists between the parties hereto.
CONSULTANT’s assigned personnel shall not be entitled to any benefits payable to employees of COUNTY. COUNTY is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of this Agreement; and as an independent consultant, CONSULTANT hereby indemnifies and holds COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by any third party that an employer- employee relationship exists by reason of this Agreement.
B. It is further understood and agreed by the parties hereto that CONSULTANT in the performance of its obligation hereunder is subject to the control or direction of COUNTY as to the designation of tasks to be performed, the results to be accomplished by the services hereunder agreed to be rendered and performed, and not the means, methods, or sequence used by CONSULTANT for accomplishing the results.
C. If, in the performance of this Agreement, any third persons are employed by CONSULTANT, such person shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. All terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by CONSULTANT, and COUNTY shall have no right or authority over such persons or the terms of such employment.
D. It is further understood and agreed that as an independent consultant and not an employee of COUNTY, neither the CONSULTANT nor
CONSULTANT’s assigned personnel shall have any entitlement as a COUNTY employee, right to act on behalf of COUNTY in any capacity whatsoever as agent, nor to bind COUNTY to any obligation whatsoever.
CONSULTANT shall not be covered by worker’s compensation; nor shall CONSULTANT be entitled to compensated sick leave, vacation leave, retirement entitlement, participation in group health, dental, life and other insurance programs, or entitled to other fringe benefits payable by the COUNTY to employees of COUNTY.
E. It is further understood and agreed that CONSULTANT must issue W-2 and 941 Forms for income and employment tax purposes, for all of CONSULTANT’s assigned personnel under the terms and conditions of this Agreement.
[Contract No. _________]
11. REIMBURSEMENT OF EXPENSES
Expenses shall be itemized as a separate line item on the monthly invoice for payment. Original receipts are required to be submitted for reimbursement.
12. CONSULTANT IDENTIFICATION
CONSULTANT shall provide COUNTY with the following information for the purpose of compliance with California Unemployment Insurance Code Section 1088.8 and Sacramento County Code Chapter 2.160: CONSULTANT’s name, address, telephone number, social security number or federal tax identification number, and whether dependent health insurance coverage is available to CONSULTANT.
13. COMPLIANCE WITH CHILD, FAMILY AND SPOUSAL SUPPORT REPORTING
OBLIGATIONS
A. CONSULTANT’s failure to comply with state and federal child, family and spousal support reporting requirements regarding CONSULTANT’s employees or failure to implement lawfully served wage and earnings assignment orders or notices of assignment relating to child, family and spousal support obligations shall constitute a default under this Agreement.
B. CONSULTANT’s failure to cure such default within 90 days of notice by COUNTY shall be grounds for termination of this Agreement.
14. BENEFITS WAIVER
If CONSULTANT is unincorporated, CONSULTANT acknowledges and agrees that CONSULTANT is not entitled to receive the following benefits and/or compensation from COUNTY: medical, dental, vision and retirement benefits, life and disability insurance, sick leave, bereavement leave, jury duty leave, parental leave, or any other similar benefits or compensation otherwise provided to permanent civil service employees pursuant to the County Charter, the County Code, the Civil Service Rule, the Sacramento County Employees’ Retirement System and/or any and all memoranda of understanding between COUNTY and its employee organizations. Should CONSULTANT or any employee or agent of CONSULTANT seek to obtain such benefits from COUNTY, CONSULTANT agrees to indemnify and hold harmless COUNTY from any and all claims that may be made against COUNTY for such benefits.
15. RETIREMENT BENEFITS/STATUS
CONSULTANT acknowledges and agrees that COUNTY has not made any representations regarding entitlement, eligibility for and/or right to receive [Contract No. _________]
ongoing Sacramento County Employee Retirement System (“SCERS”) retirement benefits during the term of this Agreement. By entering into this Agreement, CONSULTANT assumes sole and exclusive responsibility for any consequences, impacts or action relating to such retirement benefits that is or will be occasioned as a result of the services provided by CONSULTANT under this Agreement. CONSULTANT waives any rights to proceed against COUNTY should SCERS modify or terminate retirement benefits based on CONSULTANT’s provision of services under this Agreement.
16. CONFLICT OF INTEREST
CONSULTANT and CONSULTANT’s officers and employees shall not have a financial interest, or acquire any financial interest, direct or indirect, in any business, property or source of income which could be financially affected by or otherwise conflict in any manner or degree with the performance of services required under this Agreement.
17. LOBBYING AND UNION ORGANIZATION ACTIVITIES
A. CONSULTANT shall comply with all certification and disclosure requirements prescribed by Section 319, Public Law 101-121 (31 U.S.C. § 1352) and any implementing regulations.
B. If services under this Agreement are funded with state funds granted to COUNTY, CONSULTANT shall not utilize any such funds to assist, promote or deter union organization by employees performing work under this Agreement and shall comply with the provisions of Government Code Sections 16645 through 16649, inclusive.
18. PUBLIC COMMUNICATIONS
A. CONSULTANT agrees to acknowledge in all public communications and public outreach related to the program and/or project funded under this Agreement that the program and/or project is supported by Sacramento County. CONSULTANT shall ensure that this acknowledgment is clear, prominent, and accurately reflects that funding is provided by Sacramento County.
B. CONSULTANT shall include the following statement in all relevant materials, including but not limited to press releases, websites, brochures, and social media posts:
"This program [OR project] is made possible through funding provided by Sacramento County."
[Contract No. _________]
CONSULTANT shall also display the official Sacramento County logo, as provided by the COUNTY, alongside this acknowledgment statement, where feasible and appropriate.
C. CONSULTANT further agrees to promptly inform COUNTY of any public communications or public outreach activities related to the program and/or project. CONSULTANT shall submit drafts of any press releases or promotional materials for review and approval by COUNTY prior to dissemination.
19. NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS AND
FACILITIES
A. CONSULTANT agrees and assures COUNTY that CONSULTANT and any subconsultants shall comply with all applicable federal, state, and local anti-discrimination laws, regulations, and ordinances and to not unlawfully discriminate, harass, or allow harassment against any employee, applicant for employment, employee or agent of COUNTY, or recipient of services contemplated to be provided or provided under this Agreement, because of race, ancestry, marital status, color, religious creed, political belief, national origin, ethnic group identification, sex, sexual orientation, gender identity, gender expression, age (over 40), medical condition (including HIV and AIDS), or physical or mental disability. CONSULTANT shall ensure that the evaluation and treatment of its employees and applicants for employment, the treatment of COUNTY employees and agents, and recipients of services are free from such discrimination and harassment.
B. CONSULTANT represents that it is in compliance with and agrees that it will continue to comply with the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Fair Employment and Housing Act (Government Code § 12900 et seq.), and regulations and guidelines issued pursuant thereto.
C. CONSULTANT agrees to compile data, maintain records and submit reports to permit effective enforcement of all applicable anti-discrimination laws and this provision.
D. CONSULTANT shall include this nondiscrimination provision in all subcontracts related to this Agreement.
20. INDEMNIFICATION
A. To the fullest extent permitted by law, for work or services provided under this Agreement, CONSULTANT shall indemnify, defend, and hold harmless COUNTY, its Board of Supervisors, officers, directors, officials, employees, authorized volunteers, and agents (collectively “Indemnified Parties”) from [Contract No. _________]
and against any and all claims, demands, actions, losses, liabilities, damages, and costs incidental thereto (collectively “Claims”), including cost of defense, settlement, arbitration, expert fees, and reasonable attorneys' fees, arising out of or resulting from CONSULTANT’s performance of this Agreement, regardless of whether caused in part by a party indemnified hereunder, except for loss caused by the sole negligence of an Indemnified Party.
B. To the extent permitted by law, this indemnity obligation shall not be limited by the types and amounts of insurance or self-insurance maintained by CONSULTANT, CONSULTANT’s subconsultants, or any party used by CONSULTANT in performance of this Agreement.
C. The provisions of this indemnity obligation shall survive the expiration or termination of the Agreement.
21. INSURANCE
Without limiting CONSULTANT’s indemnification, CONSULTANT shall maintain in force at all times during the term of this Agreement and any extensions or modifications thereto, insurance as specified in Exhibit B. It is the responsibility of CONSULTANT to notify its insurance advisor or insurance carrier(s) regarding coverage, limits, forms and other insurance requirements specified in Exhibit B. It is understood and agreed that COUNTY shall not pay any sum to CONSULTANT under this Agreement unless and until COUNTY is satisfied that all insurance required by this Agreement is in force at the time services hereunder are rendered. Failure to maintain insurance as required in this Agreement may be grounds for material breach of contract.
22. INFORMATION TECHNOLOGY ASSURANCES
CONSULTANT shall take all reasonable precautions to ensure that any hardware, software, and/or embedded chip devices used by CONSULTANT in the performance of services under this Agreement, other than those owned or provided by COUNTY, shall be free from viruses. Nothing in this provision shall be construed to limit any rights or remedies otherwise available to COUNTY under this Agreement.
23. WEB ACCESSIBILITY
CONSULTANT shall ensure that all web sites and web applications provided by CONSULTANT pursuant to this Agreement shall comply with the COUNTY’s Web Accessibility Policy.
[Contract No. _________]
24. COMPENSATION AND PAYMENT OF INVOICES LIMITATIONS
A. Compensation under this Agreement shall be limited to the Maximum Total Payment Amount set forth in Exhibit C.
B. CONSULTANT shall submit an invoice in accordance with the procedures prescribed by COUNTY on a monthly basis. Invoices shall be submitted to COUNTY no later than the fifteenth (15th) day following the invoice period, and COUNTY shall pay CONSULTANT within thirty (30) days after receipt of an appropriate and correct invoice.
C. COUNTY operates on a July through June fiscal year. Invoices for services provided in any fiscal year must be submitted no later than July 31, one month after the end of the fiscal year. Invoices submitted after July 31 for the prior fiscal year shall not be honored by COUNTY unless CONSULTANT has obtained prior written COUNTY approval to the contrary.
D. CONSULTANT shall maintain for four (4) years following termination of this agreement full and complete documentation of all services and expenditures associated with performing the services covered under this Agreement. Expense documentation shall include: time sheets or payroll records for each employee; receipts for supplies; applicable subcontract expenditures; applicable overhead and indirect expenditures.
E. In the event CONSULTANT fails to comply with any provisions of this Agreement, COUNTY may withhold payment until such non-compliance has been corrected.
25. SUBCONTRACTS, ASSIGNMENT
A. CONSULTANT shall obtain prior written approval from COUNTY before subcontracting any of the services delivered under this Agreement.
CONSULTANT remains legally responsible for the performance of all contract terms including work performed by third parties under subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement. CONSULTANT shall be held responsible by COUNTY for the performance of any subconsultant whether approved by COUNTY or not.
B. This Agreement is not assignable by CONSULTANT in whole or in part, without the prior written consent of COUNTY.
C. The Director has authority to approve assignment of this Agreement under paragraphs (A) and (B), above.
[Contract No. _________]
26. AMENDMENT AND WAIVER
Except as provided herein, no alteration, amendment, variation, or waiver of the terms of this Agreement shall be valid unless made in writing and signed by both parties. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent, or any other right hereunder. No interpretation of any provision of this Agreement shall be binding upon COUNTY unless agreed in writing by Director and County Counsel.
27. SUCCESSORS
This Agreement shall bind the successors of COUNTY and CONSULTANT in the same manner as if they were expressly named.
28. TIME
Time is of the essence of this Agreement.
29. INTERPRETATION
This Agreement shall be deemed to have been prepared equally by both of the parties, and the Agreement and its individual provisions shall not be construed or interpreted more favorably for one party on the basis that the other party prepared it.
30. DIRECTOR
As used in this Agreement, "Director" shall mean the Deputy County Executive, or her designee. Director shall administer this Agreement on behalf of COUNTY and is authorized to make administrative amendments to this Agreement on behalf of the COUNTY relating to scope of work or services; pricing; performance standards, milestones, schedules, and timelines; management practices; and similar matters so long as such amendments do not affect the Total Maximum Payment Amount set forth in Exhibit C (including adjustments authorized under this Agreement and Sacramento County Code § 2.61.440). Unless otherwise provided herein or required by applicable law, Director shall be vested with all the rights, powers, and duties of COUNTY herein. With respect to matters subject to the approval, satisfaction, or discretion of COUNTY, the Director’s decision in such matters shall be final.
31. DISPUTES
In the event of any dispute arising out of or relating to this Agreement, the parties shall attempt, in good faith, to promptly resolve the dispute mutually between themselves. Pending resolution of any such dispute, CONSULTANT shall [Contract No. _________]
continue without delay to carry out all its responsibilities under this Agreement unless the Agreement is otherwise terminated in accordance with the Termination provisions herein. COUNTY shall not be required to make payments for any services that are the subject of this dispute resolution process until such dispute has been mutually resolved by the parties. If the dispute cannot be resolved within fifteen (15) calendar days of initiating such negotiations or such other time period as may be mutually agreed to by the parties in writing, either party may pursue its available legal and equitable remedies, pursuant to the laws of the State of California. Nothing in this Agreement or provision shall constitute a waiver of any of the government claim filing requirements set forth in Title 1, Division 3.6, of the California Government Code or as otherwise set forth in local, state and federal law.
32. TERMINATION
A. COUNTY may terminate this Agreement without cause upon thirty (30) days’ written notice to the other party. Notice shall be deemed served on the date of mailing. If notice of termination for cause is given by COUNTY to CONSULTANT and it is later determined that CONSULTANT was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to this paragraph (A).
B. COUNTY may terminate this Agreement for cause immediately upon giving written notice to CONSULTANT should CONSULTANT materially fail to perform any of the covenants contained in this Agreement in the time and/or manner specified. In the event of such termination, COUNTY may proceed with the work in any manner deemed proper by COUNTY. If notice of termination for cause is given by COUNTY to CONSULTANT and it is later determined that CONSULTANT was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to paragraph (A) above.
C. COUNTY may terminate or amend this Agreement immediately upon giving written notice to CONSULTANT, 1) if advised that funds are not available from external sources for this Agreement or any portion thereof, including if distribution of such funds to the COUNTY is suspended or delayed; 2) if funds for the services and/or programs provided pursuant to this Agreement are not appropriated by the State; 3) if funds in COUNTY’s yearly proposed and/or final budget are not appropriated by COUNTY for this Agreement or any portion thereof or 4) if funds that were previously appropriated for this Agreement are reduced, eliminated and/or re- allocated by COUNTY as a result of mid-year budget or revenue reductions during the fiscal year.
[Contract No. _________]
D. If this Agreement is terminated under Paragraph A or C above, CONSULTANT shall only be paid for any service completed and provided prior to notice of termination. In the event of termination under paragraph A or C above, CONSULTANT shall be paid an amount which bears the same ratio to the total compensation authorized by the Agreement as the services actually performed bear to the total services of CONSULTANT covered by this Agreement, less payments of compensation previously made. In no event, however, shall COUNTY pay CONSULTANT an amount which exceeds a pro rata portion of the Agreement total based on the portion of the Agreement term that has elapsed on the effective date of the termination.
E. CONSULTANT shall not incur any expenses under this Agreement after notice of termination and shall cancel any outstanding expense obligations to a third party that CONSULTANT can legally cancel.
F. The Director has authority to terminate this Agreement under paragraphs (A), (B) and (C), above.
33. REPORTS
A. CONSULTANT shall, without additional compensation therefore, make fiscal, program evaluation, progress, and such other reports as may be reasonably required by Director concerning CONSULTANT’s activities as they affect the contract duties and purposes herein. COUNTY shall explain procedures for reporting the required information.
B. CONSULTANT agrees that, pursuant to Government Code Section 7522.56, CONSULTANT shall make best efforts to determine if any of its employees or new hires providing direct services to COUNTY are members of SCERS. CONSULTANT further agrees that it shall make a report bi-annually (due no later than January 31st and July 31st) to COUNTY with a list of its employees that are members of SCERS along with the total number of hours worked during the previous six (6) months.
This report shall be forwarded to where Notice is sent pursuant to Section 3 of this Agreement.
34. AUDITS AND RECORDS
Upon COUNTY’s request, COUNTY or its designee shall have the right at reasonable times and intervals to audit, at CONSULTANT’s premises, CONSULTANT’s financial and program records directly related to the services provided under this contract as COUNTY deems necessary to determine CONSULTANT’s compliance with legal and contractual requirements and the correctness of claims submitted by CONSULTANT. CONSULTANT shall maintain such records for a period of four (4) years following termination of the Agreement [Contract No. _________]
and shall make them available for copying upon COUNTY’s request at COUNTY’s expense. COUNTY shall have the right to withhold any payment under this Agreement until CONSULTANT has provided access to CONSULTANT’s financial and program records related to this Agreement.
35. PRIOR AGREEMENTS
This Agreement constitutes the entire contract between COUNTY and CONSULTANT regarding the subject matter of this Agreement. Any prior agreements, whether oral or written, between COUNTY and CONSULTANT regarding the subject matter of this Agreement are hereby terminated effective immediately upon full execution of this Agreement.
36. SEVERABILITY
If any term or condition of this Agreement or the application thereof to any person(s) or circumstance is held invalid or unenforceable, such invalidity or unenforceability shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application; to this end the terms and conditions of this Agreement are declared severable.
37. FORCE MAJEURE
Neither CONSULTANT nor COUNTY shall be liable or responsible for delays or failures in performance resulting from events beyond the reasonable control of such party and without fault or negligence of such party. Such events shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, acts of government, fire, power failures, nuclear accidents, earthquakes, unusually severe weather, acts of terrorism, or other disasters, whether or not similar to the foregoing, and acts or omissions or failure to cooperate of the other party or third parties (except as otherwise specifically provided herein).
38. SURVIVAL OF TERMS
All services performed and deliverables provided pursuant to this Agreement are subject to all of the terms, conditions, price discounts and rates set forth herein, notwithstanding the expiration of the initial term of this Agreement or any extension thereof. Further, the terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Agreement shall so survive.
[Contract No. _________]
39. AUTHORITY TO EXECUTE
Each person executing this Agreement represents and warrants that he or she is duly authorized and has legal authority to execute and deliver this Agreement for or on behalf of the parties to this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized.
40. DUPLICATE COUNTERPARTS
This Agreement may be executed in several counterparts, all of which together shall be deemed one and the same agreement. The Agreement shall be deemed executed when it has been signed by both parties.
Electronic and scanned signatures shall be deemed original signatures for all purposes, including proof of terms herein, and shall be binding on each party.
41. ADDITIONAL PROVISIONS
The additional provisions contained in Exhibits A, B, and C attached hereto are part of this Agreement and are incorporated herein by reference.
(SIGNATURE PAGE FOLLOWS)
[Contract No. _________]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above.
COUNTY OF SACRAMENTO, a political
subdivision of the State of California
CVR Associates, Inc,
By:
Chevon Kothari
Deputy County Executive
Heath and Human Services
Agency
“COUNTY”
Date:
By:
Melanie Campbell
Co-President
“CONSULTANT”
Date:
Agreement approved by
Board of Supervisors
Agenda Date:
Item Number:
Resolution Number: 20XX-
Contract and Consultant Tax Status Reviewed and Approved by County Counsel
By: Date:
Lisa A. Travis
County Counsel
[Contract No. _________]
Exhibit A
EXHIBIT A to Agreement
between the COUNTY OF SACRAMENTO
hereinafter referred to as "COUNTY,"
and CVR Associates, Inc.
hereinafter referred to as "CONSULTANT"
SCOPE OF SERVICES
1. SERVICE LOCATION(S)
Facility Name(s): CVR Associates, INC.
Street Address: 4501 N. Point Parkway, Suite 260
City and Zip Code: Alpharetta, GA 30022
Facility Name(s): Sacramento Housing and Redevelopment Agency Street Address: 801 12
th Street
City and Zip Code: Sacramento, CA 95814
2. DESCRIPTION OF SERVICES
A. The scope of services to be provided by this Agreement are those services identified in COUNTY’s Sacramento Housing and
Redevelopment Agency 2025-PURB RFP-0061 dated August 28, 2025 and CONSULTANT’s Component A - Consultant Services dated November 19, 2025. Both the Sacramento Housing and Redevelopment Agency 2025-PURB RFP-0061 and Component A- Consultant Services are hereby incorporated into this Agreement as Attachment 1, respectively, and made a part of this Agreement. In the event of any inconsistencies or ambiguities, the Component A - Consultant Services shall govern over the Sacramento Housing and Redevelopment Agency 2025-PURB RFP-0061, and this Agreement shall govern over all. CONSULTANT agrees to perform all services stated in this Agreement for the compensation described herein.
B. COUNTY’s Director or designee, may negotiate with CONSULTANT and approve reasonable modifications in tasks, work products, schedules, milestones, and staff assignments so long as such modifications are within the general scope of services provided under this Agreement, do not exceed the Maximum Total Payment Amount, and are determined to be in the best interest of COUNTY.
3. SCHEDULE
CONSULTANT shall perform the services in an expeditious manner in accordance with a mutually acceptable schedule developed between COUNTY and CONSULTANT.
[Contract No. _________]
Exhibit A
4. RESPONSIBILITIES OF COUNTY AND CONSULTANT FOR SCOPE
A. COUNTY, or its authorized representatives, shall review all documents submitted by CONSULTANT and render decisions pertaining thereto as promptly as is reasonable under the circumstances at the time in order to avoid unreasonable delay of the progress of CONSULTANT. COUNTY shall furnish information and services as required by this Agreement and shall render approvals and decisions as expeditiously as is reasonably necessary under the circumstances at the time for the orderly progress of the CONSULTANT’s services and of the project.
B. CONSULTANT shall be solely responsible for the quality and accuracy of its work and the work of its subconsultants performed in connection with this Agreement. Any review, approval, or concurrence therewith by the COUNTY shall not be deemed to constitute acceptance or waiver by COUNTY of any error or omission as to such work. CONSULTANT shall coordinate the activities of any subconsultants and is responsible to ensure that all plans, drawings, and specifications are coordinated and interface with the other applicable plans, drawings, and specifications to produce a unified, workable, and acceptable whole functional product.
C. CONSULTANT shall be solely and completely responsible for implementing the applicable COVID-19 guidelines from the California Division of Industrial Safety and the applicable COVID-19 guidance from the Centers for Disease Control and Prevention (CDC) including staff education, staff training, routine cleaning of staff and public space, on-site washing facilities, and to the extent applicable Personal Protective Equipment (PPE) donning and maintenance. CONSULTANT shall submit a plan for compliance with these standards to COUNTY. This safety plan and/or narrative description shall describe the education, training, routine cleaning, on-site washing facilities and the PPE to be used or provided by the CONSULTANT. Compliance with these standards is not a reimbursable expense pursuant to this Agreement.
5. AUTHORITY OF CONSULTANT PERFORMING SCOPE OF WORK
CONSULTANT is retained to provide and perform the scope of services covered by this Agreement. CONSULTANT, including CONSULTANT’s assigned personnel, shall have no authority to represent COUNTY or COUNTY staff at any meetings of public or private agencies unless an appropriate COUNTY official provides prior written authorization for such representation which outlines the purpose, scope and duration of such representation. CONSULTANT shall possess no authority or right to act on behalf of COUNTY in any capacity whatsoever as agent, nor to bind COUNTY to any obligations whatsoever. [Contract No. _________]
Exhibit A
COUNTY is responsible for making all policy and governmental decisions related to the work covered by this Agreement.
6. PUBLICATION OF DOCUMENTS AND DATA
CONSULTANT shall not publish, or disclose to any third party, documents, data, or any confidential information relative to the work of the COUNTY without the prior written consent of COUNTY, however, submission or distribution to meet official regulatory requirements, or for other purposes authorized by this Agreement, shall not be construed as publication in derogation of the rights of either the COUNTY or CONSULTANT.
7. PROJECT PERSONNEL
In the performance of the services hereunder, CONSULTANT shall provide the personnel as set forth in the Component A – Consulting Services. Any change in such personnel or reassignment in their project responsibilities must be agreed to in writing by the Director or his authorized representative before any such change may be made. Key contacts for this project shall be as follows:
COUNTY: NAME:
PHONE:
E-MAIL:
Chevon Kothari, Deputy County Executive
(916) 874-5886
[email protected]
CONSULTANT: NAME:
PHONE:
E-MAIL:
Melanie Campbell
210-896-7335
[email protected]
[Contract No. _________]
Exhibit B
[Contract No. _________]
Exhibit B
EXHIBIT B to Agreement
between the COUNTY OF SACRAMENTO
hereinafter referred to as "COUNTY,"
and CVR Associates, Inc.
hereinafter referred to as "CONSULTANT"
I. INSURANCE
Without limiting CONSULTANT’s indemnification, CONSULTANT shall procure and maintain for the duration of the Agreement, insurance against claims for injury to persons or damage to property which may arise from or is in connection with the performance of the work hereunder and the results of that work by the CONSULTANT, its employees, agents, representatives, subconsultants, or any other party for which CONSULTANT is legally liable.
II. MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 05 09 or 25 04 05 09) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if CONSULTANT has no owned autos, covering hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
Personal Lines automobile insurance shall apply if vehicles are individually owned with limits of no less than $250,000 per person, $500,000 each accident, $100,000 property damage.
3. Workers’ Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability (Errors and Omissions): Insurance appropriate to the CONSULTANT’s profession, with limit no less than $2,000,000 per occurrence or claim and $4,000,000 aggregate covering CONSULTANT’s wrongful acts, errors and omissions. Any aggregate limit for professional [Contract No. _________]
Exhibit B
liability must be separate and in addition to any CGL aggregate limit.
If the CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the COUNTY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONSULTANT .
III. INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, as applicable, the following provisions:
1. Additional Insured Status: The COUNTY, its Board of Supervisors, all COUNTY officers, officials, employees, volunteers, and agents, Sacramento Housing and Redevelopment Agency, Housing Authority of the City of Sacramento, and Housing Authority of the County of Sacramento (“Additional Insureds”) are to be covered as additional insureds on the general and auto liability policies with respect to liability arising out of work or operations performed by or on behalf of the CONSULTANT including materials, parts, equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement on the CONSULTANT’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).
2. Primary Coverage: For any claims related to this Agreement, the CONSULTANT’s insurance coverage shall be primary and non- contributory and at least as broad as ISO CG 20 01 04 13 as respects the Additional Insureds. Any insurance or self-insurance maintained by the Additional Insureds shall be excess of the CONSULTANT’s insurance and shall not contribute with it. This also applies to any CONSULTANT Excess or Umbrella liability policies.
3. Umbrella or Excess Policy: The CONSULTANT may use Umbrella or Excess Policies to provide the liability limits as required in this agreement.
This form of insurance will be acceptable if the Primary and Umbrella or Excess Policies provide all the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the [Contract No. _________]
Exhibit B
CONSULTANT’s primary and excess liability policies are exhausted.
4. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled without notice to the COUNTY.
5. Waiver of Subrogation: CONSULTANT hereby grants to COUNTY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against the COUNTY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the COUNTY has received a waiver of subrogation endorsement from the insurer.
6. Self-Insured Retentions: Self-insured retentions (“SIR”s) must be declared to and approved by the COUNTY in writing. The COUNTY may require the CONSULTANT to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the SIR may be satisfied by either the named insured or COUNTY. Any and all deductibles and SIRs shall be the sole responsibility of CONSULTANT or subconsultant who procured such insurance and shall not apply to the Additional Insureds. The COUNTY may deduct from any amounts otherwise due CONSULTANT to fund the SIR/deductible. Policies shall not contain any SIR provision that limits the satisfaction of the SIR to the CONSULTANT. The policy must also provide that defense costs, including the allocated loss adjustment expenses, will satisfy the SIR or deductible.
The COUNTY reserves the right to obtain a copy of any policies and endorsements for verification.
7. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager.
8. Claims Made Policies: If any of the required policies provide claims- made coverage (1) the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work, (2) insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after completion of the contract of work, and (3) if coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the CONSULTANT must purchase “extended reporting” coverage for a minimum of three (3) years after completion of [Contract No. _________]
Exhibit B
work.
9. Verification of Coverage: CONSULTANT shall furnish the COUNTY with original certificates and amendatory endorsements, or copies of the applicable policy language affecting coverage required by this Exhibit. All certificates and endorsements and copies of the Declarations and Endorsements pages are to be received and approved by the COUNTY before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONSULTANT’s obligation to provide them. The COUNTY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Any failure, actual or alleged, on the part of the COUNTY to monitor or enforce compliance with any of the insurance requirements is not deemed a waiver of any rights on the part of the COUNTY.
10. Severability of Interest: The CONSULTANT 's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
11. Subconsultants: If CONSULTANT uses subconsultants or others to perform work under this Agreement, such subconsultants or other persons shall be Named Insured or Additional Insured to the CONSULTANT’s required insurance coverage or required by the CONSULTANT to comply with equivalent insurance and conditions of this section.
12. Maintenance Of Insurance Coverage: CONSULTANT shall provide COUNTY with evidence of each policy's renewal ten (10) days in advance of its anniversary date. CONSULTANT is required by this Agreement to immediately notify COUNTY if they receive a communication from their insurance carrier or agent that any required insurance is to be canceled, non-renewed, reduced in scope or limits or otherwise materially changed.
CONSULTANT shall provide evidence that such insurance has been replaced, or its cancellation notice is withdrawn, without any interruption in coverage, scope or limits. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of CONSULTANT to furnish insurance during the term of this Agreement.
Failure to maintain required insurance in force shall be considered a material breach of the Agreement.
13. Special Risks or Circumstances: COUNTY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
[Contract No. _________]
Exhibit C
EXHIBIT C to Agreement
between the COUNTY OF SACRAMENTO
hereinafter referred to as "COUNTY,"
and CVR Associates, Inc.
hereinafter referred to as "CONSULTANT"
COMPENSATION
1. MAXIMUM PAYMENT TO CONSULTANT
The Maximum Total Payment Amount under this Agreement is: $650,000
Compensation Summary
Strategy 1 $225,000
Strategy 2 $150,000
Strategy 3 $125,000
Travel Expenses $150,000
Total $650,000
2. COMPENSATION COMPONENTS
The Compensation for services rendered under this Agreement shall be on a task bases at the unusual customary rates for the services rendered and shall not exceed $650,000.
After 90 days there will be a review period to allow CONSULTANT to report on actual costs which will be based on information obtained during the first 90 days.
Total compensation, including fees, expenses, and profits, for services rendered by CONSULTANT shall not exceed the maximum total above.
3. AMENDMENT
This Agreement may be amended to increase the maximum compensation amount; provided, however, that such increase shall not exceed the lesser of ten percent (10%) of the annual payment amount under this Agreement or $25,000.
4. ITEMIZED TASKS AND SUBTASKS
If CONSULTANT’s Component A – Consultant Services contains a schedule of tasks or subtasks with identified levels of effort such as estimated hours and/or estimated costs, or identifiable work products, milestones, or other events, then compensation for these individual tasks or activities shall not exceed the identified estimate or other limiting factors without the written approval of COUNTY’s Project Manager. CONSULTANT shall promptly notify COUNTY’s Project Manager in writing of any tasks, subtasks, work products, or milestones [Contract No. _________]
Exhibit C
that need to be reevaluated and indicate the reason and/or justification for such reevaluation. COUNTY’s Project Manager is authorized to negotiate adjustments of individual tasks so long as the work is within the general scope of the project and the total compensation does not exceed the Maximum Total Payment Amount under this Agreement listed above.
5. WORK NOT IN SCOPE OF SERVICES
CONSULTANT shall immediately notify the COUNTY’s Project Manager in writing of any work that the COUNTY requests to be performed that CONSULTANT believes is outside of the original scope of work covered by this Agreement. If it is determined that said request is outside of the scope of work, such work shall not be performed unless and until the Director approves such request in writing and authorizes the use of any contingency funds for such work, or an amendment providing for an adjustment in CONSULTANT’s compensation is approved and executed by both parties.
6. NOTIFICATION OF 75% EXPENDITURE OF COMPENSATION
CONSULTANT shall notify COUNTY’s Project Manager in writing upon expenditure of seventy-five percent (75%) of the authorized Agreement amount.
Such notice shall identify the percentage of funds expended, the percentage of work completed, an explanation of any variation between these two (2) percentages, and an assessment of the cost of the remaining work to be performed.
7. SUBMISSION OF INVOICES
CONSULTANT shall address and submit all invoices associated with this Agreement by U.S. mail or personal delivery to the following address:
County of Sacramento
Attention:
700 H Street, Suite 7650
Sacramento, CA 95814
E-mail: [email protected]
CONSULTANT shall include the following information on all invoices:
a. Contract Number _____________
b. Project Name ________________
c. Date of Invoice Submission
d. Time Period Invoice Covers
e. Services Provided and Respective Compensation Requested [Contract No. _________]
Exhibit C
f. Any other information deemed necessary by CONSULTANT and/or COUNTY.
8. PAYMENTS
In accordance with the Compensation and Payment of Invoices Limitations provisions of this Agreement, COUNTY shall address and submit payments to CONSULTANT at address in the Notice provision of this Agreement.
CVR Associates, Inc.
Lockbox #641751
500 First Avenue
Pittsburgh, PA 15219
CONSULTANT may change the address to which subsequent payments shall be sent by giving written notice designating a change of address to COUNTY, which shall be effective upon receipt.
[Contract No. _________]
Exhibit D
EXHIBIT D
FEDERAL CONTRACT PROVISIONS
(U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD) 2 CFR PART 200, APPENDIX II)
These Federal Contract Provisions (this “Exhibit D”) are incorporated into and made part of the Agreement by and between the County of Sacramento (“COUNTY”) and the Consultant (“CONSULTANT”). This Exhibit D shall apply only to the extent that all or a portion of the Agreement is funded with federal financial assistance, including but not limited to funds provided by the United States Department of Housing and Urban Development (“HUD”). In the event of a conflict between this Exhibit D and any other provision of the Agreement, the federal requirements set forth herein shall govern to the extent required by applicable federal law.
For purposes of this Exhibit D, the term “Contractor” as used in 2 CFR Part 200, Appendix II, shall mean CONSULTANT.
1. APPLICABILITY OF FEDERAL REQUIREMENTS
CONSULTANT acknowledges that the Agreement may be funded in whole or in part with federal funds and agrees to comply with all applicable federal statutes, regulations, executive orders, and HUD requirements, including but not limited to 2 CFR Part 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards) and HUD program requirements applicable to the funding source.
2. ADMINISTRATIVE, CONTRACTUAL, AND LEGAL REMEDIES (2 CFR Part 200, Appendix II(a))
The administrative, contractual, and legal remedies available to COUNTY in the event of CONSULTANT’s breach of the Agreement are set forth in the Agreement, including but not limited to provisions governing withholding of payment, indemnification, dispute resolution, and termination. These remedies apply to this Exhibit D as fully as if restated herein.
3. TERMINATION FOR CAUSE AND FOR CONVENIENCE (2 CFR Part 200, Appendix II(b))
Termination provisions applicable to federal awards, including termination for cause, termination for convenience, and termination due to the unavailability of federal funds, are set forth in the Agreement. Such provisions are incorporated herein by reference and shall apply to any termination involving federal funds.
4. EQUAL EMPLOYMENT OPPORTUNITY (2 CFR Part 200, Appendix II(c)) CONSULTANT shall comply with Executive Order 11246, “Equal Employment Opportunity,” as amended; the regulations of the U.S. Department of Labor set forth in 41 CFR Part 60; and all applicable rules, regulations, and orders of the Secretary of Labor. CONSULTANT shall include the equal employment opportunity clause in all [Contract No. _________]
Exhibit D
subcontracts and shall furnish all information and reports required by such regulations.
5. DAVIS-BACON ACT (2 CFR Part 200, Appendix II(d))
If the Agreement involves construction, alteration, or repair of public buildings or public works and is subject to the Davis-Bacon Act (40 U.S.C. §§ 3141–3148), CONSULTANT shall comply with all requirements of the Act, including the payment of prevailing wages as determined by the U.S. Department of Labor, and the regulations set forth in 29 CFR Part 5. Applicable wage determinations shall be incorporated into the Agreement by reference.
6. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (2 CFR Part 200, Appendix II(e))
Where applicable, CONSULTANT shall comply with the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701–3708) and the regulations set forth in 29 CFR Part 5, including overtime requirements and recordkeeping obligations.
7. RIGHTS TO INVENTIONS, DATA, AND COPYRIGHTS (2 CFR Part 200, Appendix II(f))
To the extent required by federal law, HUD regulations, or the terms of the federal award, CONSULTANT agrees that HUD, the federal awarding agency, and the Comptroller General of the United States shall have a nonexclusive, irrevocable, royalty-free license to reproduce, publish, or otherwise use, and to authorize others to use, for federal purposes, any data, reports, documents, or other work products developed under the Agreement.
8. CLEAN AIR ACT AND CLEAN WATER ACT (2 CFR Part 200, Appendix II(g))
For contracts in excess of $150,000, CONSULTANT shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401 et seq.) and the Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.). CONSULTANT shall report any violations to COUNTY and to HUD as required.
9. SUSPENSION AND DEBARMENT (2 CFR Part 200, Appendix II(h))
CONSULTANT certifies that neither it nor its principals are suspended, debarred, or otherwise excluded from participation in federally assisted programs pursuant to 2 CFR Part 180 and HUD regulations at 2 CFR Part 2424. CONSULTANT shall not enter into any subcontract with a party that is suspended or debarred.
10. BYRD ANTI-LOBBYING AMENDMENT (2 CFR Part 200, Appendix II(i)) For contracts exceeding $100,000, CONSULTANT shall comply with the Byrd Anti- Lobbying Amendment (31 U.S.C. § 1352) and shall submit any required certifications and disclosures, including Standard Form LLL, as applicable.
11. PROCUREMENT OF RECOVERED MATERIALS (2 CFR Part 200, Appendix II(j))
CONSULTANT shall comply with Section 6002 of the Solid Waste Disposal Act (42 [Contract No. _________]
Exhibit D
U.S.C. § 6962) and implementing regulations at 40 CFR Part 247, where applicable, by procuring products containing recovered materials as designated by the U.S.
Environmental Protection Agency.
12. DOMESTIC PREFERENCE – BUILD AMERICA, BUY AMERICA ACT (2 CFR Part 200, Appendix II(k))
To the extent the Agreement involves infrastructure, CONSULTANT shall comply with the domestic preference requirements of the Build America, Buy America Act (41 U.S.C. §§ 8301–8305), as implemented by HUD, including the use of iron, steel, manufactured products, and construction materials produced in the United States, unless an approved waiver applies.
13. ACCESS TO RECORDS – COMPTROLLER GENERAL (2 CFR Part 200, Appendix II(l))
CONSULTANT agrees that COUNTY, SHRA, HUD, the federal awarding agency, the Comptroller General of the United States, and any of their duly authorized representatives shall have access to and the right to examine any books, documents, papers, and records of CONSULTANT that are pertinent to the Agreement for purposes of audit, examination, excerpts, and transcripts.
14. SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968 If applicable, CONSULTANT shall comply with Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. § 1701u) and the implementing regulations at 24 CFR Part 75. CONSULTANT shall include Section 3 requirements in all subcontracts and shall make good faith efforts to provide employment, training, and contracting opportunities to Section 3 workers and business concerns.
15. FLOW-DOWN REQUIREMENTS
CONSULTANT shall include all applicable federal requirements set forth in this Exhibit D in every subcontract and shall ensure subcontractor compliance.
[Contract No. _________]
COUNTY OF SACRAMENTO
CVR ASSOCIATES, INC.
AGR
EEMENT FOR
Sacramento Housing and Redevelopment Agency (SHRA) Interim Executive Officer Consulting Services
THI
S AGREEMENT is made and entered into on _______________, by and between the County of Sacramento, a political subdivision of the State of California, hereinafter referred to as “COUNTY” and CVR Associates, Inc., an incorporated entity, hereinafter referred to as “CONSULTANT”.
RECIT
ALS
WHER
EAS, COUNTY issued a Request for Proposals to solicit firms to provide staffing services as an Interim Executive Director in the role of an Interim Executive Officer with executive leadership experience in housing, social services, or related public sector field for Sacramento Housing and Redevelopment Agency (SHRA) during the organizational assessment period as the organization seeks to hire a permanent Executive Director; and
WHER
EAS, CONSULTANT was among the highest ranked firms that demonstrated expertise in housing policy, organizational assessments, and executive leadership to fill the position as an Interim Executive Officer; and
WHER
EAS, CONSULTANT has proposed to provide the requested services for the compensation identified herein; and
WHER
EAS, pursuant to Sacramento County Code Section 2.61.440, the department or agency which has authority to execute this Agreement on behalf of COUNTY has authority to amend this Agreement so as to increase the maximum payment amount, provided that such increase does not exceed 10 percent of the total value of the agreement ; and
WHER
EAS, COUNTY and CONSULTANT desire to enter into this Agreement on the terms and conditions set forth herein.
NOW
, THEREFORE, in consideration of the mutual promises hereinafter set forth, COUNTY and CONSULTANT agree as follows:
1. SCOPE O
F SERVICES
CONSUL
TANT shall provide services in the amount, type and manner described in Exhibit A, which is attached hereto and incorporated herein.
Attachment 9
[Contract No. _________]
2. TERM
This Agreement shall be effective and commence as of the date first written above and shall end on January 31, 2027, with an option to extend up to one additional year (through January 31, 2028) by the County Executive or designee, at the same rate as specified in Exhibit C hereto.
COUNTY’s Director is authorized to amend this Agreement to extend the term.
3. NOTICE
Any notice, demand, request, consent, or approval that either party hereto may or is required to give the other pursuant to this Agreement shall be in writing and shall be either personally delivered or sent by mail or e-mail, addressed as follows:
TO COUNTY:
Chevon Kothari
County of Sacramento
700 H Street, Suite 7650
Sacramento, CA 95814
[email protected]
TO CONSULTANT:
Melanie Campbell
CVR Associates, Inc.
4501 N. Point Parkway, Suite 260
Alpharetta, GA 30022
[email protected]
Either party may change the address or e-mail to which subsequent notice and/or other communications can be sent by giving written notice designating a change of address to the other party, which shall be effective upon receipt.
4. COMPLIANCE WITH LAWS
A. CONSULTANT shall observe and comply with all applicable Federal, State, and County laws, regulations and ordinances.
B. Economic Sanctions: Pursuant to California State Executive Order N-6-22 (“Order”) imposing economic sanctions against Russia and declaring support of Ukraine, COUNTY shall terminate any contract with any individual or entity that is in violation of the Order or that is subject to economic sanctions therein, and shall not enter a contract with any such individual or entity while the Order is in effect.
5. GOVERNING LAWS AND JURISDICTION
This Agreement shall be deemed to have been executed and to be performed within the State of California and shall be construed and governed by the internal laws of the State of California. Any legal proceedings arising out of or relating to this Agreement shall be brought in Sacramento County, California. [Contract No. _________]
6. LICENSES, PERMITS AND CONTRACTUAL GOOD STANDING
A. CONSULTANT shall possess and maintain all necessary licenses, permits, certificates and credentials required by the laws of the United States, the State of California, County of Sacramento, and all other appropriate governmental agencies, including any certification and credentials required by COUNTY. Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this Agreement and constitutes grounds for the termination of this Agreement by COUNTY.
B. CONSULTANT further certifies to COUNTY that it and its principals are not debarred, suspended, or otherwise excluded from or ineligible for, participation in federal, state, or local government contracts.
CONSULTANT certifies that it shall not contract with a subconsultant that is so debarred or suspended.
7. PREVAILING WAGES
CONSULTANT shall comply with the provisions of the California Labor Code, specifically, but not limited to, Chapter 1, commencing at Section 1720, of Part 7 of Division 2 (payment of prevailing wages). The prevailing rates for per diem wages shall be those rates determined by the Director of the California Department of Industrial Relations.
8. PERFORMANCE STANDARDS
CONSULTANT shall perform its services under this Agreement in accordance with the industry and/or professional standards applicable to CONSULTANT’s services.
9. OWNERSHIP OF WORK PRODUCT
All technical data, evaluations, plans, specifications, reports, documents, or other work products developed by CONSULTANT provided hereunder shall be the exclusive property of COUNTY and City of Sacramento and shall be delivered to COUNTY and to the City Manager of the City of Sacramento upon completion of the services authorized hereunder. CONSULTANT may retain copies thereof for its files and internal use. Publication of the information directly derived from work performed or data obtained in connection with services rendered under this Agreement must first be approved in writing by COUNTY. COUNTY recognizes that all technical data, evaluations, plans, specifications, reports, and other work products are instruments of CONSULTANT’s services and are not designed for use other than what is intended by this Agreement.
10. STATUS OF CONSULTANT
[Contract No. _________]
A. It is understood and agreed that CONSULTANT (including CONSULTANT’s employees) is an independent consultant and that no relationship of employer-employee exists between the parties hereto.
CONSULTANT’s assigned personnel shall not be entitled to any benefits payable to employees of COUNTY. COUNTY is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of this Agreement; and as an independent consultant, CONSULTANT hereby indemnifies and holds COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by any third party that an employer- employee relationship exists by reason of this Agreement.
B. It is further understood and agreed by the parties hereto that CONSULTANT in the performance of its obligation hereunder is subject to the control or direction of COUNTY as to the designation of tasks to be performed, the results to be accomplished by the services hereunder agreed to be rendered and performed, and not the means, methods, or sequence used by CONSULTANT for accomplishing the results.
C. If, in the performance of this Agreement, any third persons are employed by CONSULTANT, such person shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. All terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by CONSULTANT, and COUNTY shall have no right or authority over such persons or the terms of such employment.
D. It is further understood and agreed that as an independent consultant and not an employee of COUNTY, neither the CONSULTANT nor
CONSULTANT’s assigned personnel shall have any entitlement as a COUNTY employee, right to act on behalf of COUNTY in any capacity whatsoever as agent, nor to bind COUNTY to any obligation whatsoever.
CONSULTANT shall not be covered by worker’s compensation; nor shall CONSULTANT be entitled to compensated sick leave, vacation leave, retirement entitlement, participation in group health, dental, life and other insurance programs, or entitled to other fringe benefits payable by the COUNTY to employees of COUNTY.
E. It is further understood and agreed that CONSULTANT must issue W-2 and 941 Forms for income and employment tax purposes, for all of CONSULTANT’s assigned personnel under the terms and conditions of this Agreement.
[Contract No. _________]
11. REIMBURSEMENT OF EXPENSES
Expenses shall be itemized as a separate line item on the monthly invoice for payment. Original receipts are required to be submitted for reimbursement.
12. CONSULTANT IDENTIFICATION
CONSULTANT shall provide COUNTY with the following information for the purpose of compliance with California Unemployment Insurance Code Section 1088.8 and Sacramento County Code Chapter 2.160: CONSULTANT’s name, address, telephone number, social security number or federal tax identification number, and whether dependent health insurance coverage is available to CONSULTANT.
13. COMPLIANCE WITH CHILD, FAMILY AND SPOUSAL SUPPORT REPORTING
OBLIGATIONS
A. CONSULTANT’s failure to comply with state and federal child, family and spousal support reporting requirements regarding CONSULTANT’s employees or failure to implement lawfully served wage and earnings assignment orders or notices of assignment relating to child, family and spousal support obligations shall constitute a default under this Agreement.
B. CONSULTANT’s failure to cure such default within 90 days of notice by COUNTY shall be grounds for termination of this Agreement.
14. BENEFITS WAIVER
If CONSULTANT is unincorporated, CONSULTANT acknowledges and agrees that CONSULTANT is not entitled to receive the following benefits and/or compensation from COUNTY: medical, dental, vision and retirement benefits, life and disability insurance, sick leave, bereavement leave, jury duty leave, parental leave, or any other similar benefits or compensation otherwise provided to permanent civil service employees pursuant to the County Charter, the County Code, the Civil Service Rule, the Sacramento County Employees’ Retirement System and/or any and all memoranda of understanding between COUNTY and its employee organizations. Should CONSULTANT or any employee or agent of CONSULTANT seek to obtain such benefits from COUNTY, CONSULTANT agrees to indemnify and hold harmless COUNTY from any and all claims that may be made against COUNTY for such benefits.
15. RETIREMENT BENEFITS/STATUS
CONSULTANT acknowledges and agrees that COUNTY has not made any representations regarding entitlement, eligibility for and/or right to receive [Contract No. _________]
ongoing Sacramento County Employee Retirement System (“SCERS”) retirement benefits during the term of this Agreement. By entering into this Agreement, CONSULTANT assumes sole and exclusive responsibility for any consequences, impacts or action relating to such retirement benefits that is or will be occasioned as a result of the services provided by CONSULTANT under this Agreement. CONSULTANT waives any rights to proceed against COUNTY should SCERS modify or terminate retirement benefits based on CONSULTANT’s provision of services under this Agreement.
16. CONFLICT OF INTEREST
CONSULTANT and CONSULTANT’s officers and employees shall not have a financial interest, or acquire any financial interest, direct or indirect, in any business, property or source of income which could be financially affected by or otherwise conflict in any manner or degree with the performance of services required under this Agreement.
17. LOBBYING AND UNION ORGANIZATION ACTIVITIES
A. CONSULTANT shall comply with all certification and disclosure requirements prescribed by Section 319, Public Law 101-121 (31 U.S.C. § 1352) and any implementing regulations.
B. If services under this Agreement are funded with state funds granted to COUNTY, CONSULTANT shall not utilize any such funds to assist, promote or deter union organization by employees performing work under this Agreement and shall comply with the provisions of Government Code Sections 16645 through 16649, inclusive.
18. PUBLIC COMMUNICATIONS
A. CONSULTANT agrees to acknowledge in all public communications and public outreach related to the program and/or project funded under this Agreement that the program and/or project is supported by Sacramento County. CONSULTANT shall ensure that this acknowledgment is clear, prominent, and accurately reflects that funding is provided by Sacramento County.
B. CONSULTANT shall include the following statement in all relevant materials, including but not limited to press releases, websites, brochures, and social media posts:
"This program [OR project] is made possible through funding provided by Sacramento County."
[Contract No. _________]
CONSULTANT shall also display the official Sacramento County logo, as provided by the COUNTY, alongside this acknowledgment statement, where feasible and appropriate.
C. CONSULTANT further agrees to promptly inform COUNTY of any public communications or public outreach activities related to the program and/or project. CONSULTANT shall submit drafts of any press releases or promotional materials for review and approval by COUNTY prior to dissemination.
19. NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS AND
FACILITIES
A. CONSULTANT agrees and assures COUNTY that CONSULTANT and any subconsultants shall comply with all applicable federal, state, and local anti-discrimination laws, regulations, and ordinances and to not unlawfully discriminate, harass, or allow harassment against any employee, applicant for employment, employee or agent of COUNTY, or recipient of services contemplated to be provided or provided under this Agreement, because of race, ancestry, marital status, color, religious creed, political belief, national origin, ethnic group identification, sex, sexual orientation, gender identity, gender expression, age (over 40), medical condition (including HIV and AIDS), or physical or mental disability. CONSULTANT shall ensure that the evaluation and treatment of its employees and applicants for employment, the treatment of COUNTY employees and agents, and recipients of services are free from such discrimination and harassment.
B. CONSULTANT represents that it is in compliance with and agrees that it will continue to comply with the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Fair Employment and Housing Act (Government Code § 12900 et seq.), and regulations and guidelines issued pursuant thereto.
C. CONSULTANT agrees to compile data, maintain records and submit reports to permit effective enforcement of all applicable anti-discrimination laws and this provision.
D. CONSULTANT shall include this nondiscrimination provision in all subcontracts related to this Agreement.
20. INDEMNIFICATION
A. To the fullest extent permitted by law, for work or services provided under this Agreement, CONSULTANT shall indemnify, defend, and hold harmless COUNTY, its Board of Supervisors, officers, directors, officials, employees, authorized volunteers, and agents (collectively “Indemnified Parties”) from [Contract No. _________]
and against any and all claims, demands, actions, losses, liabilities, damages, and costs incidental thereto (collectively “Claims”), including cost of defense, settlement, arbitration, expert fees, and reasonable attorneys' fees, arising out of or resulting from CONSULTANT’s performance of this Agreement, regardless of whether caused in part by a party indemnified hereunder, except for loss caused by the sole negligence of an Indemnified Party.
B. To the extent permitted by law, this indemnity obligation shall not be limited by the types and amounts of insurance or self-insurance maintained by CONSULTANT, CONSULTANT’s subconsultants, or any party used by CONSULTANT in performance of this Agreement.
C. The provisions of this indemnity obligation shall survive the expiration or termination of the Agreement.
21. INSURANCE
Without limiting CONSULTANT’s indemnification, CONSULTANT shall maintain in force at all times during the term of this Agreement and any extensions or modifications thereto, insurance as specified in Exhibit B. It is the responsibility of CONSULTANT to notify its insurance advisor or insurance carrier(s) regarding coverage, limits, forms and other insurance requirements specified in Exhibit B. It is understood and agreed that COUNTY shall not pay any sum to CONSULTANT under this Agreement unless and until COUNTY is satisfied that all insurance required by this Agreement is in force at the time services hereunder are rendered. Failure to maintain insurance as required in this Agreement may be grounds for material breach of contract.
22. INFORMATION TECHNOLOGY ASSURANCES
CONSULTANT shall take all reasonable precautions to ensure that any hardware, software, and/or embedded chip devices used by CONSULTANT in the performance of services under this Agreement, other than those owned or provided by COUNTY, shall be free from viruses. Nothing in this provision shall be construed to limit any rights or remedies otherwise available to COUNTY under this Agreement.
23. WEB ACCESSIBILITY
CONSULTANT shall ensure that all web sites and web applications provided by CONSULTANT pursuant to this Agreement shall comply with the COUNTY’s Web Accessibility Policy.
[Contract No. _________]
24. COMPENSATION AND PAYMENT OF INVOICES LIMITATIONS
A. Compensation under this Agreement shall be limited to the Maximum Total Payment Amount set forth in Exhibit C.
B. CONSULTANT shall submit an invoice in accordance with the procedures prescribed by COUNTY on a monthly basis. Invoices shall be submitted to COUNTY no later than the fifteenth (15th) day following the invoice period, and COUNTY shall pay CONSULTANT within thirty (30) days after receipt of an appropriate and correct invoice.
C. COUNTY operates on a July through June fiscal year. Invoices for services provided in any fiscal year must be submitted no later than July 31, one month after the end of the fiscal year. Invoices submitted after July 31 for the prior fiscal year shall not be honored by COUNTY unless CONSULTANT has obtained prior written COUNTY approval to the contrary.
D. CONSULTANT shall maintain for four (4) years following termination of this agreement full and complete documentation of all services and expenditures associated with performing the services covered under this Agreement. Expense documentation shall include: time sheets or payroll records for each employee; receipts for supplies; applicable subcontract expenditures; applicable overhead and indirect expenditures.
E. In the event CONSULTANT fails to comply with any provisions of this Agreement, COUNTY may withhold payment until such non-compliance has been corrected.
25. SUBCONTRACTS, ASSIGNMENT
A. CONSULTANT shall obtain prior written approval from COUNTY before subcontracting any of the services delivered under this Agreement.
CONSULTANT remains legally responsible for the performance of all contract terms including work performed by third parties under subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement. CONSULTANT shall be held responsible by COUNTY for the performance of any subconsultant whether approved by COUNTY or not.
B. This Agreement is not assignable by CONSULTANT in whole or in part, without the prior written consent of COUNTY.
C. The Director has authority to approve assignment of this Agreement under paragraphs (A) and (B), above.
[Contract No. _________]
26. AMENDMENT AND WAIVER
Except as provided herein, no alteration, amendment, variation, or waiver of the terms of this Agreement shall be valid unless made in writing and signed by both parties. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent, or any other right hereunder. No interpretation of any provision of this Agreement shall be binding upon COUNTY unless agreed in writing by Director and County Counsel.
27. SUCCESSORS
This Agreement shall bind the successors of COUNTY and CONSULTANT in the same manner as if they were expressly named.
28. TIME
Time is of the essence of this Agreement.
29. INTERPRETATION
This Agreement shall be deemed to have been prepared equally by both of the parties, and the Agreement and its individual provisions shall not be construed or interpreted more favorably for one party on the basis that the other party prepared it.
30. DIRECTOR
As used in this Agreement, "Director" shall mean the Deputy County Executive, or her designee. Director shall administer this Agreement on behalf of COUNTY and is authorized to make administrative amendments to this Agreement on behalf of the COUNTY relating to scope of work or services; pricing; performance standards, milestones, schedules, and timelines; management practices; and similar matters so long as such amendments do not affect the Total Maximum Payment Amount set forth in Exhibit C (including adjustments authorized under this Agreement and Sacramento County Code § 2.61.440). Unless otherwise provided herein or required by applicable law, Director shall be vested with all the rights, powers, and duties of COUNTY herein. With respect to matters subject to the approval, satisfaction, or discretion of COUNTY, the Director’s decision in such matters shall be final.
31. DISPUTES
In the event of any dispute arising out of or relating to this Agreement, the parties shall attempt, in good faith, to promptly resolve the dispute mutually between themselves. Pending resolution of any such dispute, CONSULTANT shall [Contract No. _________]
continue without delay to carry out all its responsibilities under this Agreement unless the Agreement is otherwise terminated in accordance with the Termination provisions herein. COUNTY shall not be required to make payments for any services that are the subject of this dispute resolution process until such dispute has been mutually resolved by the parties. If the dispute cannot be resolved within fifteen (15) calendar days of initiating such negotiations or such other time period as may be mutually agreed to by the parties in writing, either party may pursue its available legal and equitable remedies, pursuant to the laws of the State of California. Nothing in this Agreement or provision shall constitute a waiver of any of the government claim filing requirements set forth in Title 1, Division 3.6, of the California Government Code or as otherwise set forth in local, state and federal law.
32. TERMINATION
A. COUNTY may terminate this Agreement without cause upon thirty (30) days’ written notice to the other party. Notice shall be deemed served on the date of mailing. If notice of termination for cause is given by COUNTY to CONSULTANT and it is later determined that CONSULTANT was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to this paragraph (A). The County shall seek input, cooperation, and agreement from the City of Sacramento prior to terminating this agreement for any reason.
B. COUNTY may terminate this Agreement for cause immediately upon giving written notice to CONSULTANT should CONSULTANT materially fail to perform any of the covenants contained in this Agreement in the time and/or manner specified. In the event of such termination, COUNTY may proceed with the work in any manner deemed proper by COUNTY. If notice of termination for cause is given by COUNTY to CONSULTANT and it is later determined that CONSULTANT was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to paragraph (A) above.
C. COUNTY may terminate or amend this Agreement immediately upon giving written notice to CONSULTANT, 1) if advised that funds are not available from external sources for this Agreement or any portion thereof, including if distribution of such funds to the COUNTY is suspended or delayed; 2) if funds for the services and/or programs provided pursuant to this Agreement are not appropriated by the State; 3) if funds in COUNTY’s yearly proposed and/or final budget are not appropriated by COUNTY for this Agreement or any portion thereof or 4) if funds that were previously appropriated for this Agreement are reduced, eliminated and/or re- allocated by COUNTY as a result of mid-year budget or revenue reductions during the fiscal year.
[Contract No. _________]
D. If this Agreement is terminated under Paragraph A or C above, CONSULTANT shall only be paid for any service completed and provided prior to notice of termination. In the event of termination under paragraph A or C above, CONSULTANT shall be paid an amount which bears the same ratio to the total compensation authorized by the Agreement as the services actually performed bear to the total services of CONSULTANT covered by this Agreement, less payments of compensation previously made. In no event, however, shall COUNTY pay CONSULTANT an amount which exceeds a pro rata portion of the Agreement total based on the portion of the Agreement term that has elapsed on the effective date of the termination.
E. CONSULTANT shall not incur any expenses under this Agreement after notice of termination and shall cancel any outstanding expense obligations to a third party that CONSULTANT can legally cancel.
F. The Director has authority to terminate this Agreement under paragraphs (A), (B) and (C), above.
33. REPORTS
A. CONSULTANT shall, without additional compensation therefore, make fiscal, program evaluation, progress, and such other reports as may be reasonably required by Director concerning CONSULTANT’s activities as they affect the contract duties and purposes herein. COUNTY shall explain procedures for reporting the required information.
B. CONSULTANT agrees that, pursuant to Government Code Section 7522.56, CONSULTANT shall make best efforts to determine if any of its employees or new hires providing direct services to COUNTY are members of SCERS. CONSULTANT further agrees that it shall make a report bi-annually (due no later than January 31st and July 31st) to COUNTY with a list of its employees that are members of SCERS along with the total number of hours worked during the previous six (6) months.
This report shall be forwarded to where Notice is sent pursuant to Section 3 of this Agreement.
34. AUDITS AND RECORDS
Upon COUNTY’s request, COUNTY or its designee shall have the right at reasonable times and intervals to audit, at CONSULTANT’s premises, CONSULTANT’s financial and program records directly related to the services provided under this contract as COUNTY deems necessary to determine CONSULTANT’s compliance with legal and contractual requirements and the correctness of claims submitted by CONSULTANT. CONSULTANT shall maintain such records for a period of four (4) years following termination of the Agreement [Contract No. _________]
and shall make them available for copying upon COUNTY’s request at COUNTY’s expense. COUNTY shall have the right to withhold any payment under this Agreement until CONSULTANT has provided access to CONSULTANT’s financial and program records related to this Agreement.
35. PRIOR AGREEMENTS
This Agreement constitutes the entire contract between COUNTY and CONSULTANT regarding the subject matter of this Agreement. Any prior agreements, whether oral or written, between COUNTY and CONSULTANT regarding the subject matter of this Agreement are hereby terminated effective immediately upon full execution of this Agreement.
36. SEVERABILITY
If any term or condition of this Agreement or the application thereof to any person(s) or circumstance is held invalid or unenforceable, such invalidity or unenforceability shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application; to this end the terms and conditions of this Agreement are declared severable.
37. FORCE MAJEURE
Neither CONSULTANT nor COUNTY shall be liable or responsible for delays or failures in performance resulting from events beyond the reasonable control of such party and without fault or negligence of such party. Such events shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, acts of government, fire, power failures, nuclear accidents, earthquakes, unusually severe weather, acts of terrorism, or other disasters, whether or not similar to the foregoing, and acts or omissions or failure to cooperate of the other party or third parties (except as otherwise specifically provided herein).
38. SURVIVAL OF TERMS
All services performed and deliverables provided pursuant to this Agreement are subject to all of the terms, conditions, price discounts and rates set forth herein, notwithstanding the expiration of the initial term of this Agreement or any extension thereof. Further, the terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Agreement shall so survive.
[Contract No. _________]
39. AUTHORITY TO EXECUTE
Each person executing this Agreement represents and warrants that he or she is duly authorized and has legal authority to execute and deliver this Agreement for or on behalf of the parties to this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized.
40. DUPLICATE COUNTERPARTS
This Agreement may be executed in several counterparts, all of which together shall be deemed one and the same agreement. The Agreement shall be deemed executed when it has been signed by both parties.
Electronic and scanned signatures shall be deemed original signatures for all purposes, including proof of terms herein, and shall be binding on each party.
41. ADDITIONAL PROVISIONS
The additional provisions contained in Exhibits A, B, and C attached hereto are part of this Agreement and are incorporated herein by reference.
(SIGNATURE PAGE FOLLOWS)
[Contract No. _________]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above.
COUNTY OF SACRAMENTO, a political
subdivision of the State of California
CVR Associates, Inc,
By:
Chevon Kothari
Deputy County Executive
Health and Human Services
Agency
“COUNTY”
Date:
By:
Melanie Campbell
Co-President
“CONSULTANT”
Date:
Agreement approved by
Board of Supervisors
Agenda Date:
Item Number:
Resolution Number: 20XX-
Contract and Consultant Tax Status Reviewed and Approved by County Counsel
By:
Date:
Lisa A. Travis
County Counsel
[Contract No. _________]
Exhibit A
EXHIBIT A to Agreement
between the COUNTY OF SACRAMENTO
hereinafter referred to as "COUNTY,"
and CVR Associates, Inc.
hereinafter referred to as "CONSULTANT"
SCOPE OF SERVICES
1. SERVICE LOCATION(S)
Facility Name(s): Sacramento Housing and Redevelopment Agency Street Address: 801 12
th Street
City and Zip Code: Sacramento, CA 95814
2. DESCRIPTION OF SERVICES
A. Consultant shall perform the following duties:
i. Serve as SHRA Interim Executive Officer, providing executive leadership and oversight for SHRA operations, including administration of federal, state, and local housing funds, programs, and services, while maintaining direct reporting to the County and City leadership.
ii. The SHRA Interim Executive Officer shall work in conjunction with the Sacramento County Executive, or their designee, and the Sacramento City Manager, or their designee, and shall provide regular written and verbal updates regarding organizational performance, transition progress, and strategic priorities.
iii. Responsible for providing executive-level direction on management, development, staffing, and financial control, including strategic housing initiatives, economic feasibility, and sound business planning, while advising SHRA leadership on organizational improvements.
iv. Provide executive oversight and strategic direction for SHRA’s Public Housing portfolio and Housing Choice Voucher program, ensuring compliance and operational continuity during the transition period.
v. May make recommendations on personnel actions to the County Executive and City Manager; all final personnel decisions remain with SHRA, the County, and the City.
vi. Ensure that all practices, activities, and decisions under this role adhere to legal, ethical, and prudent standards consistent with professional norms and applicable law.
[Contract No. _________]
Exhibit A
vii. Consultant shall not act as SHRA’s permanent Executive Director, approving official, or appointing authority, and shall not exercise line authority over SHRA staff beyond the scope of interim executive leadership responsibilities.
B. COUNTY’s Director or designee, may negotiate with CONSULTANT and approve reasonable modifications in tasks, work products, schedules, milestones, and staff assignments so long as such modifications are within the general scope of services provided under this Agreement, do not exceed the Maximum Total Payment Amount, and are determined to be in the best interest of COUNTY.
3. SCHEDULE
CONSULTANT shall perform the services in an expeditious manner in accordance with a mutually acceptable schedule developed between COUNTY and CONSULTANT.
4. RESPONSIBILITIES OF COUNTY AND CONSULTANT FOR SCOPE
A. COUNTY, or its authorized representatives, shall review all documents submitted by CONSULTANT and render decisions pertaining thereto as promptly as is reasonable under the circumstances at the time in order to avoid unreasonable delay of the progress of CONSULTANT. COUNTY shall furnish information and services as required by this Agreement and shall render approvals and decisions as expeditiously as is reasonably necessary under the circumstances at the time for the orderly progress of the CONSULTANT’s services and of the project.
B. CONSULTANT shall be solely responsible for the quality and accuracy of its work and the work of its subconsultants performed in connection with this Agreement. Any review, approval, or concurrence therewith by the COUNTY shall not be deemed to constitute acceptance or waiver by COUNTY of any error or omission as to such work. CONSULTANT shall coordinate the activities of any subconsultants and is responsible to ensure that all plans, drawings, and specifications are coordinated and interface with the other applicable plans, drawings, and specifications to produce a unified, workable, and acceptable whole functional product.
C. CONSULTANT shall be solely and completely responsible for implementing the applicable COVID-19 guidelines from the California Division of Industrial Safety and the applicable COVID-19 guidance from the Centers for Disease Control and Prevention (CDC) including staff education, staff training, routine cleaning of staff and public space, on-site washing facilities, and to the extent applicable Personal Protective Equipment (PPE) donning and maintenance. CONSULTANT shall submit a plan for compliance with these standards to COUNTY. This safety plan [Contract No. _________]
Exhibit A
and/or narrative description shall describe the education, training, routine cleaning, on-site washing facilities and the PPE to be used or provided by the CONSULTANT. Compliance with these standards is not a reimbursable expense pursuant to this Agreement.
5. AUTHORITY OF CONSULTANT PERFORMING SCOPE OF WORK
CONSULTANT is retained to provide and perform the scope of services covered by this Agreement. CONSULTANT, including CONSULTANT’s assigned personnel, shall have no authority to represent COUNTY or COUNTY staff at any meetings of public or private agencies unless an appropriate COUNTY official provides prior written authorization for such representation which outlines the purpose, scope and duration of such representation. CONSULTANT shall possess no authority or right to act on behalf of COUNTY in any capacity whatsoever as agent, nor to bind COUNTY to any obligations whatsoever.
COUNTY is responsible for making all policy and governmental decisions related to the work covered by this Agreement.
6. PUBLICATION OF DOCUMENTS AND DATA
CONSULTANT shall not publish, or disclose to any third party, documents, data, or any confidential information relative to the work of the COUNTY without the prior written consent of COUNTY, however, submission or distribution to meet official regulatory requirements, or for other purposes authorized by this Agreement, shall not be construed as publication in derogation of the rights of either the COUNTY or CONSULTANT.
7. PROJECT PERSONNEL
In the performance of the services hereunder, CONSULTANT shall provide the personnel as set forth in the Consultant Services Component B – Interim Executive Director Staffing. Any change in such personnel or reassignment in their project responsibilities must be agreed to in writing by the Director or his authorized representative before any such change may be made. Key contacts for this project shall be as follows:
COUNTY: NAME:
PHONE:
E-MAIL:
Chevon Kothari, Deputy County Executive
(916) 874-5886
[email protected]
CONSULTANT: NAME:
PHONE:
E-MAIL:
Melanie Campbell
210-896-7335
[email protected]
[Contract No. _________]
Exhibit B
EXHIBIT B to Agreement
between the COUNTY OF SACRAMENTO
hereinafter referred to as "COUNTY,"
and CVR Associates, Inc.
hereinafter referred to as "CONSULTANT"
I. INSURANCE
Without limiting CONSULTANT’s indemnification, CONSULTANT shall procure and maintain for the duration of the Agreement, insurance against claims for injury to persons or damage to property which may arise from or is in connection with the performance of the work hereunder and the results of that work by the CONSULTANT, its employees, agents, representatives, subconsultants, or any other party for which CONSULTANT is legally liable.
II. MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 05 09 or 25 04 05 09) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if CONSULTANT has no owned autos, covering hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
Personal Lines automobile insurance shall apply if vehicles are individually owned with limits of no less than $250,000 per person, $500,000 each accident, $100,000 property damage.
3. Workers’ Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability (Errors and Omissions): Insurance appropriate to the CONSULTANT’s profession, with limit no less than $2,000,000 per occurrence or claim and $4,000,000 aggregate covering CONSULTANT’s wrongful acts, errors and omissions. Any aggregate limit for professional liability must be separate and in addition to any CGL aggregate limit. [Contract No. _________]
Exhibit B
If the CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the COUNTY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONSULTANT .
III. INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, as applicable, the following provisions:
1. Additional Insured Status: The COUNTY, its Board of Supervisors, all COUNTY officers, officials, employees, volunteers, and agents, Sacramento Housing and Redevelopment Agency, Housing Authority of the City of Sacramento, and Housing Authority of the County of Sacramento (“Additional Insureds”) are to be covered as additional insureds on the general and auto liability policies with respect to liability arising out of work or operations performed by or on behalf of the CONSULTANT including materials, parts, equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement on the CONSULTANT’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).
2. Primary Coverage: For any claims related to this Agreement, the CONSULTANT’s insurance coverage shall be primary and non- contributory and at least as broad as ISO CG 20 01 04 13 as respects the Additional Insureds. Any insurance or self-insurance maintained by the Additional Insureds shall be excess of the CONSULTANT’s insurance and shall not contribute with it. This also applies to any CONSULTANT Excess or Umbrella liability policies.
3. Umbrella or Excess Policy: The CONSULTANT may use Umbrella or Excess Policies to provide the liability limits as required in this agreement.
This form of insurance will be acceptable if the Primary and Umbrella or Excess Policies provide all the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the CONSULTANT’s primary and excess liability policies are exhausted. [Contract No. _________]
Exhibit B
4. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled without notice to the COUNTY.
5. Waiver of Subrogation: CONSULTANT hereby grants to COUNTY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against the COUNTY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the COUNTY has received a waiver of subrogation endorsement from the insurer.
6. Self-Insured Retentions: Self-insured retentions (“SIR”s) must be declared to and approved by the COUNTY in writing. The COUNTY may require the CONSULTANT to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the SIR may be satisfied by either the named insured or COUNTY. Any and all deductibles and SIRs shall be the sole responsibility of CONSULTANT or subconsultant who procured such insurance and shall not apply to the Additional Insureds. The COUNTY may deduct from any amounts otherwise due CONSULTANT to fund the SIR/deductible. Policies shall not contain any SIR provision that limits the satisfaction of the SIR to the CONSULTANT. The policy must also provide that defense costs, including the allocated loss adjustment expenses, will satisfy the SIR or deductible.
The COUNTY reserves the right to obtain a copy of any policies and endorsements for verification.
7. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager.
8. Claims Made Policies: If any of the required policies provide claims- made coverage (1) the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work, (2) insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after completion of the contract of work, and (3) if coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the CONSULTANT must purchase “extended reporting” coverage for a minimum of three (3) years after completion of work.
[Contract No. _________]
Exhibit B
9. Verification of Coverage: CONSULTANT shall furnish the COUNTY with original certificates and amendatory endorsements, or copies of the applicable policy language affecting coverage required by this Exhibit. All certificates and endorsements and copies of the Declarations and Endorsements pages are to be received and approved by the COUNTY before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONSULTANT’s obligation to provide them. The COUNTY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Any failure, actual or alleged, on the part of the COUNTY to monitor or enforce compliance with any of the insurance requirements is not deemed a waiver of any rights on the part of the COUNTY.
10. Severability of Interest: The CONSULTANT 's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
11. Subconsultants: If CONSULTANT uses subconsultants or others to perform work under this Agreement, such subconsultants or other persons shall be Named Insured or Additional Insured to the CONSULTANT’s required insurance coverage or required by the CONSULTANT to comply with equivalent insurance and conditions of this section.
12. Maintenance Of Insurance Coverage: CONSULTANT shall provide COUNTY with evidence of each policy's renewal ten (10) days in advance of its anniversary date. CONSULTANT is required by this Agreement to immediately notify COUNTY if they receive a communication from their insurance carrier or agent that any required insurance is to be canceled, non-renewed, reduced in scope or limits or otherwise materially changed.
CONSULTANT shall provide evidence that such insurance has been replaced, or its cancellation notice is withdrawn, without any interruption in coverage, scope or limits. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of CONSULTANT to furnish insurance during the term of this Agreement.
Failure to maintain required insurance in force shall be considered a material breach of the Agreement.
13. Special Risks or Circumstances: COUNTY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
[Contract No. _________]
Exhibit C
EXHIBIT C to Agreement
between the COUNTY OF SACRAMENTO
hereinafter referred to as "COUNTY,"
and CVR Associates, Inc.
hereinafter referred to as "CONSULTANT"
COMPENSATION
1. MAXIMUM PAYMENT TO CONSULTANT
The Maximum Total Payment Amount under this Agreement is: $348,000
Compensation Summary
Monthly Fixed Fee $29,000
2. COMPENSATION COMPONENTS
The Compensation for services rendered under this Agreement shall be on a task bases at the unusual customary rates for the services rendered and shall not exceed $348,000. Total compensation for services rendered by CONSULTANT shall not exceed the maximum total above.
3. AMENDMENT
This Agreement may be amended to increase the maximum compensation amount; provided, however, that such increase shall not exceed the lesser of ten percent (10%) of the annual payment amount under this Agreement or $34,800.
4. ITEMIZED TASKS AND SUBTASKS
If CONSULTANT’s Consultant Services Component B – Interim Executive Director Staffing contains a schedule of tasks or subtasks with identified levels of effort such as estimated hours and/or estimated costs, or identifiable work products, milestones, or other events, then compensation for these individual tasks or activities shall not exceed the identified estimate or other limiting factors without the written approval of COUNTY’s Project Manager. CONSULTANT shall promptly notify COUNTY’s Project Manager in writing of any tasks, subtasks, work products, or milestones that need to be reevaluated and indicate the reason and/or justification for such reevaluation. COUNTY’s Project Manager is authorized to negotiate adjustments of individual tasks so long as the work is within the general scope of the project and the total compensation does not exceed the Maximum Total Payment Amount under this Agreement listed above.
5. WORK NOT IN SCOPE OF SERVICES
[Contract No. _________]
Exhibit C
CONSULTANT shall immediately notify the COUNTY’s Project Manager in writing of any work that the COUNTY requests to be performed that CONSULTANT believes is outside of the original scope of work covered by this Agreement. If it is determined that said request is outside of the scope of work, such work shall not be performed unless and until the Director approves such request in writing and authorizes the use of any contingency funds for such work, or an amendment providing for an adjustment in CONSULTANT’s compensation is approved and executed by both parties.
6. NOTIFICATION OF 75% EXPENDITURE OF COMPENSATION
CONSULTANT shall notify COUNTY’s Project Manager in writing upon expenditure of seventy-five percent (75%) of the authorized Agreement amount.
Such notice shall identify the percentage of funds expended, the percentage of work completed, an explanation of any variation between these two (2) percentages, and an assessment of the cost of the remaining work to be performed.
7. SUBMISSION OF INVOICES
CONSULTANT shall address and submit all invoices associated with this Agreement by U.S. mail or personal delivery to the following address:
County of Sacramento
Attention: Chevon Kothari
700 H Street, Suite 7650
Sacramento, CA 95814
E-mail: [email protected]
CONSULTANT shall include the following information on all invoices:
a. Contract Number _____________
b. Project Name ________________
c. Date of Invoice Submission
d. Time Period Invoice Covers
e. Services Provided and Respective Compensation Requested f. Any other information deemed necessary by CONSULTANT and/or COUNTY.
8. PAYMENTS
In accordance with the Compensation and Payment of Invoices Limitations provisions of this Agreement, COUNTY shall address and submit payments to CONSULTANT at address in the Notice provision of this Agreement.
[Contract No. _________]
Exhibit C
CVR Associates, Inc.
Lockbox #641751
500 First Avenue
Pittsburgh, PA 15219
CONSULTANT may change the address to which subsequent payments shall be sent by giving written notice designating a change of address to COUNTY, which shall be effective upon receipt
[Contract No. _________]
EXHIBIT D
FEDERAL CONTRACT PROVISIONS
(U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD) 2 CFR PART 200, APPENDIX II)
These Federal Contract Provisions (this “Exhibit D”) are incorporated into and made part of the Agreement by and between the County of Sacramento (“COUNTY”) and the Consultant (“CONSULTANT”). This Exhibit D shall apply only to the extent that all or a portion of the Agreement is funded with federal financial assistance, including but not limited to funds provided by the United States Department of Housing and Urban Development (“HUD”). In the event of a conflict between this Exhibit D and any other provision of the Agreement, the federal requirements set forth herein shall govern to the extent required by applicable federal law.
For purposes of this Exhibit D, the term “Contractor” as used in 2 CFR Part 200, Appendix II, shall mean CONSULTANT.
1. APPLICABILITY OF FEDERAL REQUIREMENTS
CONSULTANT acknowledges that the Agreement may be funded in whole or in part with federal funds and agrees to comply with all applicable federal statutes, regulations, executive orders, and HUD requirements, including but not limited to 2 CFR Part 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards) and HUD program requirements applicable to the funding source.
2. ADMINISTRATIVE, CONTRACTUAL, AND LEGAL REMEDIES (2 CFR Part 200, Appendix II(a))
The administrative, contractual, and legal remedies available to COUNTY in the event of CONSULTANT’s breach of the Agreement are set forth in the Agreement, including but not limited to provisions governing withholding of payment, indemnification, dispute resolution, and termination. These remedies apply to this Exhibit D as fully as if restated herein.
3. TERMINATION FOR CAUSE AND FOR CONVENIENCE (2 CFR Part 200, Appendix II(b))
Termination provisions applicable to federal awards, including termination for cause, termination for convenience, and termination due to the unavailability of federal funds, are set forth in the Agreement. Such provisions are incorporated herein by reference and shall apply to any termination involving federal funds.
4. EQUAL EMPLOYMENT OPPORTUNITY (2 CFR Part 200, Appendix II(c)) CONSULTANT shall comply with Executive Order 11246, “Equal Employment Opportunity,” as amended; the regulations of the U.S. Department of Labor set forth in 41 CFR Part 60; and all applicable rules, regulations, and orders of the Secretary of Labor. CONSULTANT shall include the equal employment opportunity clause in all [Contract No. _________]
subcontracts and shall furnish all information and reports required by such regulations.
5. DAVIS-BACON ACT (2 CFR Part 200, Appendix II(d))
If the Agreement involves construction, alteration, or repair of public buildings or public works and is subject to the Davis-Bacon Act (40 U.S.C. §§ 3141–3148), CONSULTANT shall comply with all requirements of the Act, including the payment of prevailing wages as determined by the U.S. Department of Labor, and the regulations set forth in 29 CFR Part 5. Applicable wage determinations shall be incorporated into the Agreement by reference.
6. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (2 CFR Part 200, Appendix II(e))
Where applicable, CONSULTANT shall comply with the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701–3708) and the regulations set forth in 29 CFR Part 5, including overtime requirements and recordkeeping obligations.
7. RIGHTS TO INVENTIONS, DATA, AND COPYRIGHTS (2 CFR Part 200, Appendix II(f))
To the extent required by federal law, HUD regulations, or the terms of the federal award, CONSULTANT agrees that HUD, the federal awarding agency, and the Comptroller General of the United States shall have a nonexclusive, irrevocable, royalty-free license to reproduce, publish, or otherwise use, and to authorize others to use, for federal purposes, any data, reports, documents, or other work products developed under the Agreement.
8. CLEAN AIR ACT AND CLEAN WATER ACT (2 CFR Part 200, Appendix II(g))
For contracts in excess of $150,000, CONSULTANT shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401 et seq.) and the Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.). CONSULTANT shall report any violations to COUNTY and to HUD as required.
9. SUSPENSION AND DEBARMENT (2 CFR Part 200, Appendix II(h))
CONSULTANT certifies that neither it nor its principals are suspended, debarred, or otherwise excluded from participation in federally assisted programs pursuant to 2 CFR Part 180 and HUD regulations at 2 CFR Part 2424. CONSULTANT shall not enter into any subcontract with a party that is suspended or debarred.
10. BYRD ANTI-LOBBYING AMENDMENT (2 CFR Part 200, Appendix II(i)) For contracts exceeding $100,000, CONSULTANT shall comply with the Byrd Anti- Lobbying Amendment (31 U.S.C. § 1352) and shall submit any required certifications and disclosures, including Standard Form LLL, as applicable.
11. PROCUREMENT OF RECOVERED MATERIALS (2 CFR Part 200, Appendix II(j))
CONSULTANT shall comply with Section 6002 of the Solid Waste Disposal Act (42 [Contract No. _________]
U.S.C. § 6962) and implementing regulations at 40 CFR Part 247, where applicable, by procuring products containing recovered materials as designated by the U.S.
Environmental Protection Agency.
12. DOMESTIC PREFERENCE – BUILD AMERICA, BUY AMERICA ACT (2 CFR Part 200, Appendix II(k))
To the extent the Agreement involves infrastructure, CONSULTANT shall comply with the domestic preference requirements of the Build America, Buy America Act (41 U.S.C. §§ 8301–8305), as implemented by HUD, including the use of iron, steel, manufactured products, and construction materials produced in the United States, unless an approved waiver applies.
13. ACCESS TO RECORDS – COMPTROLLER GENERAL (2 CFR Part 200, Appendix II(l))
CONSULTANT agrees that COUNTY, SHRA, HUD, the federal awarding agency, the Comptroller General of the United States, and any of their duly authorized representatives shall have access to and the right to examine any books, documents, papers, and records of CONSULTANT that are pertinent to the Agreement for purposes of audit, examination, excerpts, and transcripts.
14. SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968 If applicable, CONSULTANT shall comply with Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. § 1701u) and the implementing regulations at 24 CFR Part 75. CONSULTANT shall include Section 3 requirements in all subcontracts and shall make good faith efforts to provide employment, training, and contracting opportunities to Section 3 workers and business concerns.
15. FLOW-DOWN REQUIREMENTS
CONSULTANT shall include all applicable federal requirements set forth in this Exhibit D in every subcontract and shall ensure subcontractor compliance.