CITY OF SAN BERNARDINO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND HELPING HEARTS CALIFORNIA, LLC/HELPING HEARTS HULEN, LLC This Agreement is made and entered into as of May 21, 2025 (the "Effective Date"), by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 ("City"), and Helping Hearts California, LLC/Helping Hearts Hulen, LLC, a limited liability company, with its principal place of business at 1845 Business Center Drive Suite 112, San Bernardino, CA 92408 (hereinafter referred to as "Contractor''). City and Contractor are hereinafter sometimes referred to individually as "Party" and collectively as the "Parties.
RECITALS
A. The City is a public agency of the State of California, desires to retain a Contractor to administer and operate SB HOPE Campus, a 200-bed, low-barrier navigation and recuperative care center for men and women located at 796 E Street, San Bernardino, CA 92410 (the "Facility") that will provide
B. SB HOPE Campus will be developed in two phases. Phase I will include 100 beds incorporating shelter, recuperative care, and short-term post-hospitalization beds. Phase 2 will include an additional 100 shelter beds for a total of 200 beds. Both phases will include shelter, recuperative care, short-term post-hospitalization, and onsite supportive services to improve stability and create pathways toward permanent housing for individuals experiencing homelessness.
C. The City desires to retain a Contractor to provide comprehensive management, operation, and wrap-around services for the SB HOPE Campus, including case management, housing navigation, transportation assistance, behavioral health interventions, and coordination with partner organizations.
D. The Contractor has been selected through a competitive Request for Proposals (RFP F-24-1025) process to serve as the Shelter and Recuperative Care Operator ("RCO") for the SB HOPE Campus, in accordance with the scope of services detailed in Exhibit A and Exhibit B.
E. The Contractor shall have the appropriate experience, expertise, and licensing (if any) to provide Services and is familiar with existing homeless services in the City.
F. The Contractor has a broad range of programs and services focused on improving health, housing stabilization, and quality of life services.
G. The Contractor will ensure compliance with funding requirements, including Medi- Cal reimbursements under CalAIM, and utilize data-driven reporting systems such as HMIS to track outcomes and compliance.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
AGREEMENT
1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.
2. Services. The Contractor shall perform all services necessary to fulfill the responsibilities as outlined in Exhibits A and B, attached hereto and incorporated herein by reference. These services include, but are not limited to:
a. Shelter management for up to 200 unhoused men and women, ensuring adherence to low-barrier entry standards and trauma-informed care principles. b. Provision of recuperative care services, including medical respite, behavioral health support, and coordination of health care services aligned with CalAIM protocols.
c. Short-Term Post-Hospitalization for men and women who do not have a residence and who have a high medical and/or behavioral health need with the opportunity to continue their medical/psychiatric/substance use disorder recovery immediately after exiting an inpatient hospital, residential substance use disorder treatment or recovery facility or recuperative care.
d. Deliver wrap-around supportive services such as case management, housing navigation, employment readiness, and substance use counseling; assist with documentation readiness and benefits advocacy. Collaboration with county entities or other contract Community Support Providers and property owners to ensure participants provide authorization to receive the support needed to remain housed and stable, including attending and/or covering periodic meetings with partners to problem-solve issues.
e. Compliance with all funding and reporting requirements, including, but not limited to:
• Monthly CalAIM invoicing and data sharing protocols.
• Submission of quarterly performance reports demonstrating key metrics, including housing placements and program retention rates.
f. Coordination with City departments, outreach teams, and community partners to achieve project goals and performance outcomes.
3. Professional Practices. All professional services to be provided by the Contractor pursuant to this Agreement shall be provided by personnel identified in their proposal. The Contractor warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise the City of any changes in any laws that may affect its performance.
The Contractor further represents that no City employee will provide any services under this Agreement.
4. Compensation.
g. Subject to paragraph 4(h) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "C," attached hereto and incorporated herein by this reference.
h. Except as specified herein, the total amount paid for services rendered by the Contractor under this Agreement exceeds the sum of $2,395,075.40, which includes $1,644,495 for Start-Up cost, $300,000 for phase 1 operating cost and a reserve of $450,580 to enhance financial stability. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. The Contractor may submit invoices to the City for approval. Upon the completion of Phase 2 and every year proceeding, if there are no cuts to the federal Medical/CalAim funding, operating expenses shall not exceed $300,000 as the Contractor will utilize revenue from CalAim funding to offset expenditures. If there are federal cuts to Medi-Cal/CalAim, the Contractor will scale back services to only include traditional shelter housing (e.g. case management, housing navigation, wrap-around support services). Recuperative care and short-term post-hospitalization would not be provided. In this instance, the City will also be required to contribute $3,276,819 annually to operate a 200-bed campus. i. If Phase 2 is not completed by Year 2 (FY 2026-2027), and federal reductions to Medi-Cal/CalAIM are significant, the City will be required to contribute an average cost of $1,638,409.50 annually to operate a 100-bed facility. j. Said invoice shall be based on the total of all Contractor's services which have been completed to the City's sole satisfaction. City shall pay Contractor's invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion.
Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.
k. The City shall provide funding to the Contractor in accordance with the approved budget and funding sources, including but not limited to Community Development Block Grant (CDBG), Permanent Local Housing Allocation (PLHA), and other applicable funding streams. The Contractor shall provide detailed invoices and supporting documentation for reimbursement of allowable expenses. Contractor shall comply with the additional requirements attached hereto and incorporated herein as Exhibit D.
5. Additional Work. If changes in the work seem merited by the Contractor or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by the Contractor with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered.
Additionally, no price increases will be permitted during the first year of this Agreement unless agreed to by the City and Contractor in writing.
6. Term. This Agreement will commence upon the "Effective Date" and continue for five (5) years unless terminated as otherwise provided in this Professional Service Agreement.
After the five (5) year initial term, the term of this Agreement shall be automatically extended for five (5) successive one (1) year terms unless the Agreement is amended in writing or either party gives written notice to the other of its intent not to extend the Agreement and such notice is provided no later than ninety (90) days before the end of the then-current term.
7. Maintenance of Records: Audits.
a. Records of Contractor's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to the City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by the Contractor and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by the City.
8. Time of Performance. The Contractor shall commence services upon written notice to proceed and complete all required work within the Agreement's specified term, unless extended or terminated. Additionally, the Contractor shall ensure full operational readiness, including staffing, facility preparation, and protocol implementation, no later than 90 days before the scheduled opening of Phase 1.
9. Delays in Performance.
a. Neither City nor Contractor shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay.
c. Notwithstanding the foregoing, the City may still terminate this
Agreement in accordance with the termination provisions of this Agreement.
10. Compliance with Law.
a. The Contractor shall comply with all applicable federal, state, and local laws, ordinances, codes, and regulations, including Cal/OSHA requirements. This Agreement is funded through Permanent Local Housing Allocation (PLHA), other applicable funding streams. Compliance with the requirements outlined in Exhibits B and D is mandatory.
b. If required, the Contractor shall assist the City in obtaining and maintaining permits required by federal, state, and local agencies. c. If applicable, the Contractor shall bear all costs associated with the cleanup and removal of hazardous or toxic substances resulting from its operations under this Agreement, if applicable.
11. Standard of Care. The Contractor shall perform all services in accordance with generally accepted professional practices and principles, adhering to the level of care and skill ordinarily exercised by professionals providing similar services under comparable conditions. The Contractor's performance shall materially conform to the Scope of Work outlined in this Agreement.
12. Conflicts of Interest. During the term of this Agreement, the Contractor, including its employees, agents, and subcontractors, shall at all times maintain a duty of loyalty and a fiduciary duty to the City. The Contractor shall not accept payment from, enter into agreements with, or engage in any relationships with any person, entity, or organization that would create an actual, potential, or perceived conflict of interest with the City. A conflict of interest includes, but is not limited to:
• Any financial, professional, or personal interest that could impair the Contractor's ability to perform its obligations under this Agreement impartially and in the City's best interest. • Any existing or potential relationship with the City that would compromise the Contractor's objectivity or create the appearance of preferential treatment. a. The Contractor shall promptly disclose in writing any actual, potential, or perceived conflicts of interest to the City for review. The City shall have the sole authority to determine whether such a conflict exists and to take appropriate action, which may include requiring the Contractor to mitigate the conflict or, if necessary, terminating this Agreement.
13. City Business Certificate. The Contractor shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City's Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Contractor to practice his/her profession, skill, or business.
14. Assignment and Subcontracting. The Contractor shall not assign, sublet, or transfer this Agreement or any rights or interests under this Agreement without prior written consent from the City, which may be withheld at the City's discretion. Unauthorized assignments or transfers shall be void and grounds for termination. Subcontracts, if any, shall include provisions subjecting them to all terms and conditions of this Agreement. The Contractor may employ independent associates or Contractors as necessary but remains solely responsible for their performance.
15. Independent Contractor. The Contractor is retained as an independent contractor and shall not be considered an employee of the City. The Contractor shall retain exclusive direction and control over its personnel and pay all associated wages, taxes, and obligations. The Contractor is responsible for ensuring compliance with laws governing its personnel, including but not limited to social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance.
16. Insurance. The Contractor shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section.
In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured
The City of San Bernardino, including its elected and appointed officials, officers, employees, agents, and designated volunteers, shall be named as additional insureds under the Contractor's and its subcontractors' policies for commercial general liability and automobile liability insurance. This coverage shall be provided using endorsements specified in this Agreement or equivalent endorsements that offer coverage at least as broad as those required herein.
b. Commercial General Liability
(i) The Contractor shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse, and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give the City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01 or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage in excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Contractor shall maintain Automobile Liability Insurance for bodily injury and property damage, including coverage for owned, non-owned, and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give the City, its elected and appointed officials, officers, employees, agents, and city-designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured but not a self-insured retention.
d. Workers' Compensation/Employer's Liability
(i) Contractor certifies that he/she is aware of the
provisions of Section 3700 of the California Labor Code, which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent the Contractor has employees at any
time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Contractor shall maintain full compensation
insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Contractor shall require all sub-Contractors to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement, the Contractor shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contractor. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of' the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber)
At all times during the performance of services under this Agreement, the Contractor shall maintain privacy/network security insurance covering: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. g. Reserved
h. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability
Automobile Liability
Employer's Liability
Professional Liability
Cyber Liability
$2,000,000 per occurrence/$4,000,000
aggregate for bodily injury, personal injury,
and property damage
$1,000,000 per occurrence for bodily injury
and property damage
$1,000,000 per occurrence
$1,000,000 per claim and aggregate (errors
and omissions)
$1,000,000 per occurrence and aggregate
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirements or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. i. Evidence Required
Prior to the execution of the Agreement, the Contractor shall file with the City evidence of insurance from an insurer or insurers certifying the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insured, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
j. Policy Provisions Required
(i) Contractor shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Contractor shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non- payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Contractor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that the Contractor's policy is primary insurance and that any insurance, self-insurance, or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Contractor shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Contractor shall purchase a one (1) year extended reporting period if; (A) the retroactive date is advanced past the effective date of this Agreement; (B) the policy is cancelled or not renewed; or C) the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow the Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the City and shall require similar written express waivers and insurance clauses from each of its sub-Contractors.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.
Further, the limits set forth herein shall not be construed to relieve the Contractor from liability in excess of such coverage, nor shall it limit the Contractor's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
k. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfies the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A: VII and admitted to transact in the business of insurance in the State of California or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. Alternatively, the City may cancel this Agreement.
(iii) The City may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Contractor Insurance Requirements. Contractor shall not allow any subcontractors or sub-operators to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or sub- Operators shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by the Operator, the City may approve different scopes or minimum limits of insurance for particular subcontractors or sub-Operators.
17. Indemnification.
a. To the fullest extent permitted by law, Contractor shall defend (with counsel reasonably approved by the City), indemnify and hold the City, it's elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys' fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or
willful misconduct of the City. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement.
b. If Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor's liability for such claim, including the cost to defend, shall not exceed the Contractor's proportionate percentage of fault.
18. California Labor Code Requirements. The Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, the Contractor agrees to fully comply with such Prevailing Wage Laws, if applicable. Contractor shall defend, indemnify, and hold the City, its elected officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory for the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all sub-Operators performing such Services must be registered with the Department of Industrial Relations. The Contractor shall maintain registration for the duration of the Project and require the same of any sub-Contractors, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractors sole responsibility to comply with all applicable registration and labor compliance requirements.
19. Verification of Employment Eligibility. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all sub- Operators to comply with the same.
20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.
21. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Contractor. In such event, the City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports, and other documents produced or developed for that portion of the work completed and/or being abandoned. The City shall pay the Contractor the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Contractor of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work.
b. Contractor may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Contractor.
22. Attorneys' Fees. In the event that and in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney's Office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for the purposes of this Agreement.
23. Responsibility for Errors. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City's representative regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to the Contractor's professional services occurs, the Contractor shall, at no cost to the City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction.
24. Prohibited Employment. Contractor shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.
25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
26. Documents. Except as otherwise provided in "Termination or Abandonment" above, all original field notes, written reports, Drawings and Specifications, and other documents produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
27. Organization. Contractor shall assign Christal Hampton as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the City's prior written consent.
28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.
29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:
CITY:
City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn.: Bill Gallardo
Interim City Manager
With Copy To:
City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn.: City Attorney
CONTRACTOR:
Helping Hearts California, LLC / Helping
Hearts Hulen LLC
1845 Business Center Dr., Suite 112
San Bernardino, CA 92408
30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Contractor.
31. Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.
32. Entire Agreement. This Agreement, including Exhibits A through D, represents the entire understanding of City and Contractor as to those matters contained herein and supersedes and cancels any prior or contemporaneous oral or written understanding, promises, or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein and that any other agreements shall be void. This is an integrated Agreement.
33. Severability. Suppose any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. The remaining provisions of this Agreement shall remain in full force and effect.
34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators, and assigns of each Party to this Agreement. However, the Contractor shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties, or obligations without the prior written consent of the City. Any attempted assignment without such consent shall be invalid and void.
35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
36. Time of Essence. Time is of the essence for each and every provision of this Agreement.
37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.
39. City's Right to Employ Other Contractors. City reserves its right to employ other Contractors, including engineers, in connection with this Project or other projects.
40. Prohibited Interests. Contractor maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement or obtain any present or anticipated material benefit arising therefrom.
41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.
42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.
43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. [SIGNATURES ON FOLLOWING PAGE]
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND THE HELPING HEARTS CALIFORNIA, LLC/HELPING HEARTS HULEN LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF SAN BERNARDINO
APPROVED BY:
CONTRACTOR
Bill Gallardo
Interim City Manager
Signature '-- -.:_;;,
Christal Hampton
Name
President
Title
ATTESTED BY:
Interim City Clerk
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
EXHIBIT "A" SCOPE OF SERVICES FOR SHELTER OPERATOR
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EXHIBIT "A" SCOPE OF SERVICES FOR SHELTER OPERATOR
1. General Overview
The Contractor shall oversee the operation of the SB HOPE Campus to provide a comprehensive program of support services for 200 unhoused men and women. This includes Phase 1 and Phase 2 operations:
• Phase 1-100 shelter, recuperative care, and short-term post-hospitalization beds. • Phase 2- An additional 100 shelter beds. The program shall:
• Utilize a Housing First, low-barrier, and trauma-informed approach to provide safe shelter, basic needs, and navigation services.
• Focus on moving clients into permanent housing opportunities and achieving measurable success in housing outcomes.
• Be inclusive, non-faith-based, and accessible to all individuals.
1.2 Implementation Timeline and Operational Readiness
The Contractor shall ensure that all staffing, operational procedures, and service infrastructure are fully established and functional no later than 90 days before the scheduled opening of Phase
1. This includes:
• Recruitment and onboarding of key personnel, including case managers, shelter staff, and administrative support.
• Facility preparation, procurement of essential supplies, and establishment of data management systems, including integration with HMIS and CES. • Development and implementation of operational protocols, ensuring alignment with best practices and regulatory requirements.
1.3 Eligibility and Access to Services
• The Contractor shall not deny services based on an individual's Medi-Cal status or health insurance coverage.
• The shelter shall serve unhoused individuals in the City of San Bernardino and those with a nexus to the City in need of immediate assistance.
• The intake process shall be equitable and non-discriminatory, ensuring all eligible individuals receive appropriate shelter and support.
The Contractor will develop an Operating Plan in alignment with this Scope of Services, incorporating best practices and service delivery standards outlined below.
2. Service Requirements
2.1 Homeless Diversion
• Conduct diversion screenings at intake to identify and connect individuals with alternative resources to avoid unnecessary shelter stays.
• Provide referrals to housing assistance programs, financial aid, family mediation services, and other community resources to resolve immediate housing crises.
2.2 Case Management
• Perform comprehensive intake assessments to develop individualized Housing Stability Plans.
• Deliver weekly case management sessions, focusing on overcoming barriers and achieving measurable outcomes.
• Maintain a 15:1 case manager-to-client ratio and ensure staff are appropriately qualified.
2.3 Transitional and Bridge Housing Coordination
• Assist clients in transitioning to transitional or permanent housing, including application support, housing tenancy and warm hand-off protocols. • Facilitate connections to family reunification programs and shared housing opportunities. • Provide education and training on the roles, rights and responsibilities of the tenant and landlord.
• Provide coordination with the landlord and other entities to address identified issues that could impact stability.
• Provide independent living and life skills, including assistance with budgeting. • As needed, collaborate with county entities or other health care-contracted Community Support Providers to help Members locate affordable permanent housing, establish and maintain relationships with landlords/agencies willing to provide affordable, permanent housing to IEHP, Molina, and any other state contracted health plan Members, and provide assistance with negotiating rental agreements.
2.4 Behavioral Health Services
• Deliver on-site mental health services, including screenings, counseling, therapy, and peer support.
• Subcontract or coordinate services with qualified professionals for advanced behavioral health needs.
2.5 Data Management and Reporting
• Utilize Electronic Medical Records (EMR) and maintain client data in the Homeless Management Information System (HMIS).
• Ensure compliance with the Coordinated Entry System (CES) and provide monthly, quarterly, and annual reports to the City.
2.6 Security Services
• Provide 24/7 professional security/?, including Crime Prevention Through Environmental Design (CPTED) aligned plans and staff trained in conflict resolution. Security is defined as 24 hour coverage by licensed/certified security guards rather contracted or employed
2.7 Meal Services
• Provide at least two daily meals prepared onsite in an industrial kitchen by staff cooks or through partnerships with local providers.
• Ensure meals meet nutritional standards and accommodate dietary restrictions as needed.
2.8 Employment and Housing Navigation
• Assign each client a Housing Stability Plan and provide access to job readiness resources, employment training, and housing navigation services.
2.9 Facility Maintenance
• Conduct regular cleaning, maintenance, and pest control for all facility areas. • Report damages or safety concerns to the City within 24 hours.
3. Service Standards and Objectives
3.1 Service Objectives
• Ensure timeliness and quality of services provided, as outlined in program agreements.
3.2 Outcome Objectives
• Reduce homelessness duration and recidivism rates. • Achieve successful exits to permanent housing and measurable improvements in client well-being.
4. Operational Practices
4.1 Best Practices in Service Delivery
The Contractor shall implement principles based on:
• Housing-Focused: Prioritize permanent housing solutions. • Trauma-Informed: Emphasize safety and empowerment.
• Data-Driven: Utilize HMIS for tracking and evaluation. • Stakeholder-Informed: Engage community stakeholders and City representatives in program design and review.
4.2 Client Feedback Mechanisms
• Collect feedback using third-party survey systems and implement client suggestions to improve program delivery.
• Facilitate client-driven meetings to encourage transparency and inclusivity.
4.3 Staff Training and Development
• Provide comprehensive onboarding and annualized training for all staff, including trauma - informed care, conflict resolution, and compliance with program objectives.
5. Reporting Requirements
• Submit monthly, quarterly, and annual reports summarizing:
o Key performance metrics (e.g., housing placements, service utilization). o Financial compliance, including CalAIM billing and funding use. o Feedback analysis and program adjustments based on client input.
6. Community Relations
6.1 Good Neighbor Policy
• Foster positive relationships with surrounding community members and promptly address complaints or concerns.
• Ensure clear communication and transparency in all interactions with the public.
7. Compliance and Accountability
• Adhere to all federal, state, and local laws, including non-discrimination policies and language access requirements.
• Leverage partnerships with Medi-Cal, IEHP, Molina, and any other state contracted health plan, and other stakeholders to maximize reimbursements and reduce City costs. • Participate in audits, inspections, and performance reviews as required by the City.
EXHIBIT B SCOPE OF SERVICES FOR RECUPERATIVE CARE OPERATOR Helping Hearts California, LLC (HHCA) has been selected to operate the SB HOPE Campus, encompassing its Recuperative Care and Shelter programs. With extensive experience, established partnerships, and innovative strategies, HHCA aligns with state and local goals for addressing homelessness and integrating CalAIM programs.
Scope of Services
1. Comprehensive Shelter and Recuperative Care Management • HHCA will oversee all SB HOPE Campus operations, ensuring safe, inclusive, and supportive services for clients. This includes managing a Recuperative Care wing accommodating up to 70 recuperative care and short-term post hospitalization beds. • Recovery care coordination and facilitation. The Contractor will coordinate and facilitate recovery care after hospitalization. It is understood that the Contractor does not provide direct medical services nor have employees or associated volunteers acting in a professional medical capacity.
• Provide short-term medical respite for individuals recovering from illnesses or injuries, including nursing oversight and behavioral health support. • Provide and/or arrange for the transportation of participants to and from any follow-up appointments scheduled during the approved length of stay with the Contractor. • Confirm that the facility maintains clear policies and procedures for screening and managing referrals into the program.
• Ensure that the program maintains standards of admitting practices for each participant. • Maintain written policy and procedure for safe storage, disposal, and handling of biomedical and pharmaceutical waste, including expired or unused medications and needles.
• Collaborate with local hospitals, health providers, and Managed Care Plans to ensure continuity of care.
• Ensure that at least one (1) RN or higher medical services provider provides evaluations and reporting.
• Maintain written discharge policy. The policy will specify the personnel authorized to make discharge decisions.
• Services include case management, housing navigation, transportation assistance, job readiness programs, financial literacy classes, and addressing clients' immediate and long-term needs.
• Operations will prioritize trauma-informed, evidence-based approaches to provide low- barrier services that meet clients "where they are."
• Adhere to the DHCS CalAIM Community Supports guidelines for Short-Term Post- Hospitalization Housing and assist HMO's to ensure that Members meet homelessness criteria in one of the following ares: HUD criteria; Welfare & Institutions (W&I) code; or the HUD definition of at risk for homelessness.
• Adhere to the DHCS CalAIM Community Supports guidelines for Short-Term Post- Hospitalization Housing, limiting services to each Member to once in a lifetime, and not to exceed a duration of six (6) months per episode (but may be authorized for a shorter period based on Member needs).
2. CalAIM Integration and Service Optimization
• Leveraging contracts with Inland Empire Health Plan (IEHP), Molina Healthcare, any other state-contracted Medi-Cal health plans, and HHCA will implement CalAIM Community Supports, maximizing Medi-Cal reimbursements to reduce municipal expenditures. • Programs will include housing transition and navigation services, housing tenancy support, health management, and mental health supports tailored to client needs. • HHCAwill ensure compliance with Enhanced Care Management (ECM) and CalAIM billing systems while providing robust data collection and reporting capabilities.
3. Behavioral Health and Supportive Services
• HHCA specializes in behavioral health services for individuals with mild, moderate, and severe mental illnesses. Services will include:
o On-site mental health assessments, counseling, and peer group support. o Substance use disorder counseling and rehabilitation tailored to individual needs. o Medication management and therapy facilitated by supervised professionals. • In collaboration with the San Bernardino County Department of Behavioral Health (DBH), HHCA will provide seamless referrals to off-site treatment as needed.
4. Data-Driven Outcomes and Reporting
• HHCA will utilize its proprietary Electronic Medical Records (EMR) system and the City's Homeless Management Information System (HMIS) to ensure effective tracking of services and outcomes. Reporting will include:
o Monthly Reports: Admissions, discharges, service utilization, and demographic data.
o Quarterly Reports: Financial expenditures and reimbursements, housing placements, and reductions in emergency service utilization. o Annual Reports: Comprehensive program evaluations highlighting cost savings and client outcomes.
o Ad-Hoc Reports: Specific program evaluations or audits as requested by the City. o Client Feedback: Anonymous surveys and structured feedback mechanisms to inform continuous service improvements.
5. Collaboration and Community Engagement
• HHCA will collaborate with the City of San Bernardino, County DBH, and community stakeholders to align services with local goals.
• Coordination efforts will include participation in initiatives like the Homelessness Solutions Task Force to improve service integration and impact.
• HHCA will engage community partners to enhance mental health, veteran services, and housing solutions.
6. Sustainability and Financial Accountability
• HHCA will ensure financial sustainability by diversifying revenue streams, including CalAIM reimbursements, federal housing grants, and private funding. • Starting in Phase 2, HHCA aims to operate independently, reducing reliance on City contributions beyond the first year.
• Financial management will prioritize transparency, cost-efficiency, and compliance with all funding requirements.
7. Client-Centered and Trauma-Informed Care
• HHCA will adopt evidence-based practices such as Housing First to prioritize rapid rehousing and stabilization without preconditions.
• Trauma-informed care will emphasize client safety, empowerment, and personalized service plans that address mental health, housing, and social support needs. • Services will respect clients' cultural and personal preferences, promoting dignity and inclusivity.
8. Innovation and Continuous Improvement
• HHCA will continually evaluate and refine its strategies to enhance outcomes and address systemic gaps in homelessness services.
• Innovative approaches will focus on reducing recidivism, shortening the length of homelessness, and improving long-term housing stability. • New programs will be designed to respond to emerging needs, ensuring services remain adaptable and effective.
EXHIBIT "C" SCHEDULE OF CHARGES
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EXHIBIT "C" SCHEDULE OF CHARGES
Phase 1 is estimated to cost approximately $1.94 million for start-up and operating costs. The Permanent Local Housing Allocation (PLHA) funds, totaling $2,395,075.40, shall be allocated to Phase 1 to cover start-up and operational costs while also establishing an operating reserve of $450,580 to enhance financial stability. For Phase 2 and subsequent years, the City's financial contribution shall not exceed $300,000 annually, with actual costs ranging between $0 and $300,000, depending on revenue generated from CalAIM reimbursements and other appropriate funding sources.
Phase 1 Budget Overview Sum ofTotal
Phase 1_______________________________$1,944,495
Initial Start-Up Funding $1,644,495
City Operating Cost (Phase 1) $300,000
Operating Reserves $450,580
Operating Reserves (PLHA Funds 2020) $450,580
These costs are based on preliminary assumptions and are subject to change should the City require additional appliances or different furnishing standards.
Phase 1 Budget Summary Sum ofTotal
Start-Up Costs _________________________________$1,944,495 Commercial Kitchen and Laundry $251,400
Living/Common/Dinning Areas Capital Cost $77,040
Group Tv/Common Area Capital Cost $56,100
Conference Room/Group Capital Cost $6,865
Administrative Staff Capital Cost $154,190
Sleeping Space Capital Costs $1,098,900
Operating Costs $300,000
Grand Total $1,944,495
The Contractor shall be responsible for securing and managing diverse funding sources to sustain the SB HOPE Campus starting in Phase 2. These sources include state reimbursements such as CalAIM, federal housing grants, and private contributions or charitable funding. This financial structure ensures long-term program sustainability while reducing reliance on City funding.
Phase 2 and Ongoing City Cost Commitments
• The Contractor cannot control or determine the timeline for the completion of Phase 2. • If Phase 2 is not completed by Year 2, the City may need to provide an additional $300,000 per year until expansion is completed.
• Beginning in Phase 2 and each subsequent year, the City's financial obligation shall not exceed $300,000 annually, ensuring predictable costs.
Exhibit D
ADDITIONAL REQUIREMENTS
I. GENERAL CONDITIONS
A. Coordination with Continuum of Care
The CONTRACTOR shall coordinate with the Continuum of Care ("CoC") and adhere to the homelessness-related policies and procedures established by the County, State, and Federal governments. This includes ensuring program participant screening, assessment, and referral align with the CITY's written standards and any applicable guidelines in the City's consolidated plan or similar strategic frameworks. The CONTRACTOR must maintain documentation evidencing the use of, and written intake procedures for, the centralized or coordinated assessment system(s) developed by the CoC or required by relevant government entities. This system must align with state and federal requirements, including those established under applicable HUD regulations.
B. Evaluation of Program Participants' Eligibility and Needs The CONTRACTOR shall conduct initial evaluations to determine the eligibility of individuals or families for homelessness assistance and the types and amounts of assistance needed to regain stability in permanent housing. These evaluations must comply with centralized or coordinated assessment requirements, the CITY's written standards, and relevant County, State, or Federal guidelines for homeless assistance programs. Re-evaluations for homelessness prevention and rapid rehousing assistance must also adhere to these standards. Evaluations and re-evaluations must be documented in accordance with the CITY's Homelessness Assistance Written Standards and broader state and federal policies.
C. Terminating Assistance
If a program participant violates program requirements, the CONTRACTOR may terminate the assistance in accordance with a formal process established by the CONTRACTOR that recognizes the rights of individuals affected, in accordance with 24 CFR § 576.402.
D. Shelter and Housing Standards
The CONTRACTOR certifies that shelters and housing supported by homelessness-related funds and utilized by beneficiaries will conform to all applicable County, State, and Federal standards, including those established under 24 CFR § 576.403 and other relevant policies.
E. Homeless Involvement
The CONTRACTOR certifies that it will involve, to the maximum extent practicable, homeless individuals and families in constructing, renovating, maintaining, and operating facilities assisted through homelessness programs, and in providing services for occupants of these facilities. This involvement must comply with applicable federal standards, including 24 CFR § 576.405(c) and 42 USC 11375(d), as well as County and State policies encouraging engagement of affected populations.
F. Independent Contractor
Nothing contained in this AGREEMENT is intended to, or shall be construed in any manner as, creating or establishing the relationship of employer/employee between the Parties. The CONTRACTOR and any agent or employee of CONTRACTOR shall act in an independent capacity and not as officers or employees of the CITY. CITY assumes no liability for CONTRACTOR'S actions and performance; nor does the CITY assume responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for CONTRACTOR.
CONTRACTOR shall not have authority to act as an agent on behalf of CITY unless specifically authorized to do so in writing. CONTRACTOR acknowledges that it is aware that because it is an independent contractor, CITY is making no deduction from any amount paid to CONTRACTOR and is not contributing to any fund on its behalf. CONTRACTOR disclaims the right to any fee or benefits except as expressly provided for in this AGREEMENT.
As respects all acts or omissions of CONTRACTOR relating to CONTRACTOR'S responsibility for taxes, bonds, payments, or other commitments, implied or explicit, written or verbal, by or for CONTRACTOR, the CONTRACTOR agrees to indemnify, defend (at the CITY'S option), and hold harmless the CITY, its officers, officials, agents, employees, representatives, and volunteers from and against any and all claims, demands, reasonable defense costs, or liability of any kind or nature to the extent arising out of or in connection with the CONTRACTOR'S performance or failure to perform under this Section.
G. Subcontracts
Content Requirements. The CONTRACTOR will include all relevant provisions of this AGREEMENT in all subcontracts entered into as part of the activities undertaken in furtherance of this AGREEMENT and will take appropriate action pursuant to any subcontract upon a finding that the subcontractor is in violation of regulations issued by any federal agency. The CONTRACTOR will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 75 (Economic Opportunities for Low- and Very Low-Income Persons) and will not allow any subcontract unless the entity has provided it with a preliminary statement of ability to comply with the requirements of these regulations.
Submission to the CITY. The CONTRACTOR must submit all subcontracts and other agreements that relate to this AGREEMENT to the CITY.
H. Licensing
The CONTRACTOR agrees to obtain and maintain, at its sole cost and expense, all required licenses, registrations, accreditation, permits and approvals as may be required by law for its operations and the performance of its services under this AGREEMENT. The CONTRACTOR shall ensure that its staff and subcontractors shall also obtain and maintain all required licenses, registrations, accreditation, permits and approvals as may be required by law for the performance of services hereunder. Such licensing requirements include obtaining a CITY business license, as applicable. CONTRACTOR shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the services required by this AGREEMENT.
I. Responsibilities Toward Employees
The CONTRACTOR accepts full responsibility for payment of any and all unemployment compensation, insurance premiums, workers' compensation premiums, income tax withholdings, social security withholdings, and any and all other taxes or payroll withholdings required for all employees engaged in the performance of the work and activities authorized by the AGREEMENT.
The CONTRACTOR accepts full responsibility for providing workers with proper safety equipment and taking any and all necessary precautions to guarantee the safety of workers or persons otherwise affected.
J.Displacement and Relocation
The CONTRACTOR must ensure that it has taken all reasonable steps to minimize displacement of persons. Relocation must• be consistent with requirements as set forth in 24 CFR § 576.408, 49 CFR Part 24 and applicable California relocation law (Government Code§ 7260 et seq. and the regulations promulgated thereunder at Cal. Code Regulations, Title. 25, § 6000 et seq.) Any relocation plan for the Project shall be subject to the review and approval by the State of California.
K. Provisions Required by Law Deemed Inserted
Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to be inserted herein and the AGREEMENT shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted or correctly inserted, then upon the application of either Party, the contract shall forthwith be physically amended to make such insertion or correction.
L. Adherence to federal, state, and local Laws and Regulations General. The CONTRACTOR agrees to comply with all requirements of the program funding (including, without limitation, 2 CFR Part 200) and applicable cross-cutting federal, state, and local requirements (including, without limitation, 24 CFR Part 5).
Economic Opportunities for Low- and Very Low-income Persons (Section 3).
The CONTRACTOR shall ensure that employment and other economic opportunities generated by the Program shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly those who are recipients of government assistance for housing. Section 3 of the Housing and Urban Development Act of 1968, 12 U.S.C. 1701u, and regulations at 24 CFR part 75 apply to this AGREEMENT, except that homeless individuals have priority over other Section 3 residents in accordance with§ 576.405(c).
Civil Rights. The CONTRACTOR agrees to comply with Title VI of the Civil Rights Act of 1964, as amended, Title VIII of the Civil Rights Act of 1968, as amended, Section 109 of the Title I of the Housing and Community Development Act of 1974, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, and 41 CFR Chapter 60.
Nondiscrimination and Equal Employment Opportunity. During the performance under this AGREEMENT, the CONTRACTOR shall not discriminate against any employee or applicant for employment based on race, color, creed, religion, sex, age, handicap, disability, ancestry, national origin, marital status, familial status, sexual orientation, or any other basis prohibited by applicable law. The CONTRACTOR shall take affirmative action to ensure that all applicants and employees are treated without regard to race, color, creed, religion, sex, age, handicap, disability, ancestry, national origin, marital status, familial status, and sexual orientation. The CONTRACTOR shall comply with all provisions of 24 CFR § 5.105(a), including, without limitation, Executive Order 11246, Equal Employment Opportunity, as amended by Executive Orders 11375 and 12086.
Nondiscrimination and Equal Opportunity in Participation. The requirements of 24 CFR part 5, subpart A are applicable, including the nondiscrimination and equal opportunity requirements at 24 CFR § 5.105(a). The CONTRACTOR shall not discriminate against any participant on the ground of race, color, creed, religion, sex, age, handicap, disability, ancestry, national origin, marital status, familiar status, sexual orientation, or any other basis prohibited by applicable law. The CONTRACTOR shall comply with § 576.407(b) and, through affirmative outreach, make known that use of the facilities, assistance, and services are available to all on a nondiscriminatory basis. The CONTRACTOR must take appropriate steps to ensure effective communication with persons with disabilities. CONTRACTOR must also take
reasonable steps to ensure meaningful access to programs and activities for limited English proficiency (LEP) persons.
Disabilities. The CONTRACTOR agrees to comply with any federal regulations issued pursuant to compliance with the Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), which prohibits discrimination and ensures equal opportunity for persons with disabilities in employment, State and Local government services, and public accommodations. CONTRACTOR acknowledges this AGREEMENT is subject to all laws and regulations that prohibit recipients of federal funding from discriminating against individuals with disabilities, including, but not limited to, the following: Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794) (24 CFR Parts 8-9); the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.); the Uniform Federal Accessibility Standards in Title 24 U.S.C. and associated regulations (24 CFR Part 40); and the Architectural Barriers Rules. CONTRACTOR must include a provision prohibiting such discrimination in any contracts or subcontracts for activities to which these requirements apply or.could apply, and all contractors and subcontractors must comply with the applicable provision.
Fair Housing. Under section 808(e)(5) of the Fair Housing Act, HUD has a statutory duty to affirmatively further fair housing. HUD requires the same of its funded sub-recipients. The CONTRACTOR has a duty to affirmatively further fair housing opportunities for classes protected under the Fair Housing Act.
Suspension and Debarment. CONTRACTOR must comply with the requirements of 2 CFR Part 200, Appendix II (H); 2 CFR Part 180; and 2 CFR Part 2424. CONTRACTOR must verify that all contractors and subcontractors performing work in connection with this AGREEMENT are not debarred, disqualified, or otherwise prohibited from participation in federal or state assistance programs. CONTRACTOR further must notify the CITY in writing immediately if CONTRACTOR or its contractors or subcontractors are not in compliance with this paragraph during the term of this AGREEMENT. If it is later determined that CONTRACTOR did not comply with this paragraph, the CITY or the Federal Government may pursue any and all available remedies (which shall be cumulative and not exclusive), including, but not limited to, suspension and/or debarment of CONTRACTOR or its contractors or subcontractors.
Internal Controls (2 CFR § 200.303). CONTRACTOR must establish and maintain effective internal control over the federal funds that provide reasonable assurance that federal funds are managed in compliance with all applicable Federal, State, and local laws, regulations, and the terms and conditions of the Federal award. CONTRACTOR must take reasonable measures to safeguard protected personally identifiable information and other information considered to be sensitive consistent with applicable Federal, State, and local laws regarding privacy and responsibility over confidentiality.
Fair Labor Standards. CONTRACTOR must comply the Fair Labor Standards Act of 1938 (29 U.S.C. Section 201 et seq.), and the applicable requirements under 29 CFR Parts 1, 3, 5, 6 and 7, as now or hereafter amended, which regulates wage, hour, and other employment practices that govern the use of funds provided and the employment of personnel under this AGREEMENT.
Under the program funding, the requirements of the Davis-Bacon Act (40 U.S.C. 3141-3148 and 40 U.S.C. 3701-3708) and regulations at 29 CFR Part
5. Mandatory Disclosures (2 CFR 200.113). CONTRACTOR must disclose, and require its contractors and subcontractors to disclose, in a timely manner, in writing to the Federal awarding agency or the CITY all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award funding all or part of this AGREEMENT. Failure to make required disclosures can result in any of the remedies described in 2 CFR 200.339.
Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment (2 CFR 200.216). CONTRACTOR shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that use covered telecommunications equipment or services as a substantial or essential component of any system or as critical technology as part of any system funded under this AGREEMENT.
Participation by Minority & Women-Owned Business Enterprises (2 CFR 200.321). Obligated Party must comply with the Minority and Women-owned Business Enterprise participation requirements under 2 CFR 200.321 and take all affirmative steps (described in 2 CFR 200.321(b)) necessary to contract or subcontract with and assure that Minority and Women- owned Business Enterprises are used when possible.
M. Falsification of Information
The CONTRACTOR represents and warrants that it has made no false or misleading statements to the CITY in the process of obtaining this award of the program funds.
N. Drug Free Workplace
The CONTRACTOR represents and warrants that, in compliance with 2 CFR Part 182, it has established the following drug-free workplace policy:
The unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace for any employee involved in a federally funded program.
As an employee working in conjunction with a federally funded program, the employees of the CONTRACTOR will be required to:
i. Abide by the terms above in statement (1), and
ii. Notify the appropriate CONTRACTOR authorities and CITY officials of any criminal drug statute conviction for a violation occurring in the workplace. Such notification shall be made no later than five (5) days after conviction.
The CITY and the United States Department of Housing and Urban Development will be notified within ten (10) days after receiving notice of any such violation.
Within thirty (30) days of receiving such notice, appropriate personnel action will be taken against such employee, up to and including termination.
Each such employee shall be required to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency.
0. Religious Organization
The CONTRACTOR may not engage in inherently religious activities, such as worship, religious instruction, or proselytization as part of said program or services. If the CONTRACTOR conducts such activities, the activities must be offered separately, in time or location, from said programs or services, and participation must be voluntary for the program participants. The CONTRACTOR shall not, in providing program assistance, discriminate against a program participant or prospective program participant on the basis of religion or religious belief. If the CONTRACTOR is a religious organization, it retains its independence from federal, state, and local governments, and may continue to carry out its mission, including the definition, practice, and expression of its religious beliefs, provided that the religious organization does not use direct program funds to support any inherently religious activities in compliance with 24 CFR 5.109. The CONTRACTOR agrees that acquisition, construction, rehabilitation, use, and disposition of structures by the religious organization in connection with said program must be in sound accord with the provisions under 24 CFR § 576.406.
P. Additional Terms between the CITY
The CONTRACTOR agrees further that it shall be bound by the standard terms and conditions used in the Grant Agreement between CITY and such other rules, regulations, or requirements may reasonably impose in addition to the aforementioned assurances at or subsequent to the execution of this AGREEMENT by the Parties hereto.
Q. OSHA
Where employees are engaged in activities not covered under the Occupational Safety and Health Act of 1970, they shall not be required or permitted to work, be trained, or receive services in buildings or surroundings or under working conditions which are unsanitary, hazardous, or dangerous to the participants' health or safety.
R. Hatch Act
The CONTRACTOR agrees that no funds provided, nor personnel employed under this AGREEMENT, shall be in any way or to any extent engaged in the conduct of political activities in violation of the Hatch Act, 5 U.S.C. Section 1501 et seq.
11. ENVIRONMENTAL CONDITIONS
A. Generally
Activities funded under this AGREEMENT are subject to environmental review in accordance with applicable federal, state, and local regulations. The CONTRACTOR, or any contractor or subcontractor of the CONTRACTOR, may not acquire, rehabilitate, convert, lease, repair, dispose of, demolish, or construct property for a project or activity, nor commit or expend program funds or local funds for eligible activities, unless and until the required environmental review is completed and approved in accordance with federal regulations, including but not limited to 24 CFR Part 50 or other applicable environmental standards.
The CONTRACTOR agrees to comply with all applicable environmental requirements insofar as they apply to the performance of this AGREEMENT, including but not limited to the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), and the Flood Disaster Protection Act. If applicable, the CONTRACTOR also shall comply with the Historic Preservation requirements of the National Historic Preservation Act of 1966.
CONTRACTOR must report any violation(s) to the CITY and understands and agrees that the CITY will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency and the appropriate Environmental Protection Agency Regional Office.
B. Lead-based paint remediation and disclosure
The Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846), the Residential Lead- Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851- 4856), and implementing regulations in 24 CFR part 35, subparts A, B, H, J, K, M, and R apply to all shelters assisted and all housing occupied by program participants that were built before 1978.
C. Assignment of Responsibilities
By this AGREEMENT, the CONTRACTOR will accept assignment from the CITY of all responsibilities set forth in Subpart K of 24 CFR 35.
D. Compliance with Subpart K
The purpose of Subpart K is to establish procedures to eliminate as far as practicable lead-based paint ("LBP") hazards in a residential property that receives federal assistance under certain HUD programs for acquisition, leasing, support services, or operation. In connection with the grant funds under this AGREEMENT, the CITY requires that the CONTRACTOR comply and show evidence of compliance with all applicable subparts of 24 CFR Part 35, and especially, Subpart K ("LBP Regulations"). The CONTRACTOR shall conduct the following activities for the dwelling unit, common areas servicing the dwelling unit, and the exterior surfaces of the building in which the dwelling unit is located:
1. A visual assessment of all painted surfaces in order to identify deteriorated paint;
2. Paint stabilization of each deteriorated paint surface, and clearance, in accordance with 24 CFR §§ 35.1330(a)-(b) and 35.1340, before occupancy of a vacant dwelling unit or, where a unit is occupied, immediately after receipt of federal assistance;
3. Ongoing lead-based paint maintenance activities into regular building operations, in accordance with 24 CFR § 35.1355(a), if the dwelling unit has a continuing, active financial relationship with a federal housing assistance program, except that mortgage insurance or loan guarantees are not considered to constitute an active programmatic relationship for the purposes of this part; and
4. Notice to occupants in accordance with 24 CFR §§ 35.125(b)(1) and (c), describing the results of the clearance examination.
E. Notification of LBP Hazard
The CONTRACTOR shall provide to all occupants of housing:
a. In accordance with Section 35.130 of the LBP Regulations-the LBP hazard information pamphlet. The pamphlet shall be the EPA/HUD/Consumer Product Safety Commission lead hazard information pamphlet or an EPA- approved equivalent.
The current form and version of the pamphlet can be found https://www.epa.gov/lead/protect-your-family-lead-your-home- english
b. In accordance with 24 CFR 35, Subpart A, all available information and knowledge regarding the presence of LBP and LBP hazards prior to leasing a housing unit.
c. In accordance with 24 CFR 35, Subpart A, notification in writing of the results of the presumption of LBP and/or LBP hazards, results of any lead hazard evaluation, and any lead hazard reduction work.
F. LBP Information Summary
For purposes of information only and in no respect intended to be a representation or warranty of the provisions of the LBP Regulations, the CITY has caused to be prepared an information summary relating to the LBP Regulations and Application to dwelling units that may be occupied by recipients of services and/or funding from the CONTRACTOR under this AGREEMENT.
CITY staff will cooperate with and be available to the CONTRACTOR to assist in the implementation of compliance with the LBP Regulations as to residential dwelling units to be assisted by the CONTRACTOR. The Parties acknowledge and agree that the CITY shall not be liable or responsible for the accuracy of such summary, and the CONTRACTOR is directed to the LBP Regulations and implementing guidance published and provided by HUD relating to compliance with such LBP Regulations.
G. Exemptions
Section 35.11S{a) of the LBP Regulations provides exemptions from 24 CFR Part 35, Subparts B through R. For example, lead-based paint requirements do not apply to housing assistance if the assistance lasts less than one hundred (100) days.