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CALL AND NOTICE OF
SPECIAL MEETING
AT 6:00 PM
OF THE VALLEJO CITY COUNCIL
APRIL 18, 2023
COUNCIL CHAMBERS
555 Santa Clara Street, Vallejo, California
TO THE MEMBERS OF THE VALLEJO CITY COUNCIL:
You are hereby notified that I do hereby call the Vallejo City Council in special session to consider only the matters stated on the agenda listed below.
NOTICE: Members of the public shall have the opportunity to address the City Council concerning any item listed on the agenda before or during consideration of that item. No other items may be discussed at this special meeting.
1. CALL TO ORDER
2. ROLL CALL
3. PLEDGE OF ALLEGIANCE
4. REPORT OUT OF CLOSED SESSION
5. PUBLIC COMMENT REGARDING CONSENT CALENDAR ITEMS
Members of the public wishing to address the Council on Consent Calendar items may do so in person by signing in to the Public Speaker's kiosk located in the back of the Council Chambers or via ZOOM:(https://ZoomRegular.Cityofvallejo.net), Option to join by phone: Dial (669) 900-6833. Enter Meeting ID: 914 0075 0676#. Press * 9 to digitally raise your hand from the phone. For additional instructions on how to speak remotely during public comment, please visit, www.cityofvallejo.net/publiccomment. In person speakers will be recognized first. Each speaker is limited to three minutes pursuant to Vallejo Municipal Code Section 2.02.310. Requests for removal of Consent Items received from the public are subject to approval by a majority vote of the Council.
Items removed from the Consent Calendar will be heard immediately after approval of the Consent Calendar and Agenda.
6. CONSENT CALENDAR
A. ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AMERICAN RESCUE PLAN ACT GRANT AGREEMENT WITH Hybrid Options are available for members of the public to participate. To participate remotely:
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THE COUNTY OF SOLANO IN THE AMOUNT OF $3,000,000 AND PROVIDE NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2022-23 BUDGET Recommendation: Adopt a resolution authorizing the City Manager to execute an American Rescue Plan Act grant agreement with the County of Solano in the amount of $3,000,000 and provide notice of intent to amend the fiscal year 2022-23 budget.
Contact: Michael Malone, City Manager (707) 648-4308
[email protected]
7. INFORMATION CALENDAR
NOTICE: Members of the public wishing to address the Council on Action Calendar Items may do so in person by signing in to the Public Speaker's kiosk located in the back of the Council Chambers or via ZOOM (https://ZoomRegular.Cityofvallejo.net), or via phone, by dialing (669) 900-6833. Enter Meeting ID: 914 0075 0676#. Press *9 to digitally raise your hand from the phone. For additional instructions on how to speak remotely during public comment, please visit, www.cityofvallejo.net/publiccomment.
Each speaker is limited to five minutes pursuant to Vallejo Municipal Code Section
2.02.420. In person speakers will be recognized first.
A. WORKSHOP ON ADVANCED METERING INFRASTRUCTURE (AMI)
Recommendation: Informational item only. There is no action or staff report associated with this item.
Contact: Beth Schoenberger, Water Director (707) 648-5439 [email protected]
8. ADJOURNMENT
Dated: Tuesday, April 11, 2023
Robert H. McConnell, Mayor
I, Dawn Abrahamson, City Clerk, do herby certify that I have caused a true copy of the above notice and agenda to be delivered to each of the members of the Vallejo City Council, at the time and in the manner prescribed by law and that this agenda was posted at City Hall, 555 Santa Clara Street, CA at 3:30 p.m., Tuesday, April 11, 2023.
Dated: Tuesday, April 11, 2023
Hybrid Options are available for members of the public to participate. To participate remotely:
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Enter Meeting ID: 914 0075 0676#
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Dawn G. Abrahamson, City Clerk
CONSENT CALENDAR 6.A.
DATE: April 18, 2023
TO: Mayor and Members of the City Council
FROM: Mike Malone, City Manager
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AMERICAN RESCUE PLAN ACT GRANT AGREEMENT WITH THE COUNTY OF SOLANO IN THE AMOUNT OF $3,000,000 AND PROVIDE NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2022-23 BUDGET
RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute an American Rescue Plan Act grant agreement with the County of Solano in the amount of $3,000,000 and provide notice of intent to amend the fiscal year 2022-23 budget.
REASONS FOR RECOMMENDATION
The Broadway Project is constructing 47 permanent supportive units and one manager's unit to help address the homelessness concerns in the City. By accepting these funds, an additional $3,000,000 will be allocated towards construction of the Project.
BACKGROUND AND DISCUSSION
The City of Vallejo first heard about the opportunity to request Solano County American Rescue Plan Act (ARPA) funds on December 22, 2021, when County staff presented an opportunity to submit a proposal for affordable housing projects and homelessness-related projects for funding consideration by the Board of Supervisors. The City was informed that the Board wanted to explore areas of partnership to provide mutually beneficial affordable housing to disadvantaged communities, underserved populations, and/or those with very low/low incomes.
The City of Vallejo requested $4,050,000 for the Broadway Project. This request included $3,000,000 towards construction and $1,050,000 for furnishings and start-up costs.
At the February 28th Solano County Board of Supervisors meeting by a 4/5 vote, the Supervisors allocated $3,000,000 towards the construction of the Broadway Project. These funds are to be used for the development of 47 permanent supportive housing units and 1 manager unit at 2440 Broadway Street in Vallejo.
Construction is currently estimated to be completed in August 2023.
FISCAL IMPACT
This action provides the Council's Notice of Intent to amend the fiscal year 2022-23 budget by 3,000,000 if the grant is approved (step 1). A subsequent action will be necessary to amend the budget accordingly (step 2).
ENVIRONMENTAL REVIEW
A Notice of Exemption from the California Environmental Quality Act (CEQA) for the Broadway Project was filed with the Clerk of the County of Solano Board of Supervisors on July 6, 2022.
ATTACHMENTS
Date: April 18, 2023
Subject: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AMERICAN RESCUE PLAN ACT GRANT AGREEMENT WITH THE COUNTY OF SOLANO IN THE AMOUNT OF $3,000,000 AND PROVIDE NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2022-23 BUDGET
1. Resolution - Execute ARPA Grant Agreement_and Provide Notice to Amend FY22-23 Budget CAO Stamp
2. COV-01-ARPA Broadway PSH Contract for Signature
CONTACT
Michael Malone, City Manager (707) 648-4308
[email protected]
RESOLUTION NO. 23- _____ N.C.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO AUTHORIZING THE
CITY MANAGER TO EXECUTE AN AMERICAN RESCUE PLAN ACT GRANT AGREEMENT
WITH THE COUNTY OF SOLANO AND PROVIDE NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2022-2023 BUDGET
WHEREAS, the City of Vallejo applied for $4,050,000 in Solano County American Rescue Plan Act (ARPA) grant funding and was awarded $3,000,000 towards the construction of the Broadway Project, a housing project consisting of 47 permanent supportive units and one manager’s unit within the City of Vallejo; and
WHEREAS, the County of Solano requires the City Council, by resolution, to authorize the execution of the grant agreement; and
WHEREAS, at its regular meeting held on April 18, 2023, notice of intent to amend the general fund budget for fiscal year 2022-2023 to recognize the grant revenue and authorize the expenditure of funds for the Broadway Project was provided by the City Council.
NOW, THEREFORE BE IT RESOLVED that the City Council does hereby authorize the City Manager or his designee to execute the ARPA grant agreement with the County of Solano to accept $3,000,000 towards the construction of the Broadway Project.
BE IT FURTHER RESOLVED that the City Council does hereby give its notice of intention to amend the general fund budget for fiscal year 2022-2023 by $3,000,000.
Adopted by the City Council of the City of Vallejo at a regular meeting held on April 18, 2023 with the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________________
ROBERT MCCONNELL, MAYOR
ATTEST:
______________________________________
DAWN G. ABRAHAMSON, CITY CLERK
C
ounty of Solano
Standard Contract
For County Use Only
CONTRACT NUMBER:
(Dept., Division, FY, #)
B
UDGET ACCOUNT:
SUBOBJECT ACCOUNT:
1. This Contract is entered into between the County of Solano and the Contractor named below:
CONTRACTOR’S NAME BUSINESS FORM
2. The Term of this Contract is:
3. T
he maximum amount of this Contract is:
$
4. T
he parties agree to comply with the terms and conditions of the following exhibits which are by this reference made a part of this Contract:
E
xhibit A – Scope of Work
E
xhibit B – Budget Detail and Payment Provision
E
xhibit C – General Terms and Conditions
E
xhibit D – Special Terms and Conditions
This Contract is made on _______________, 20 .
CONTRACTOR COUNTY OF SOLANO
_
________________________________________________________________________ CONTRACTOR’S NAME
_
_____________________________________
AUTHORIZED SIGNATURE
_
_____________________________________
TITLE
_
___________________________________________________
ADDRESS
_
___________________________________________________
CITY STATE ZIP CODE A
pproved as to Content:
_
_____________________________________
DEPARTMENT HEAD OR DESIGNEE
A
pproved as to Form:
_
_____________________________________
COUNTY COUNSEL
_
_______________________________________________________________
SIGNATURE
_
________________________________________________________________________
PRINTED NAME AND TITLE
_
_________________________________________________________________
ADDRESS
_
__________________________________________________________________
CITY STATE ZIP CODE Rev. 12/11/20
CONTRACT MUST BE EXECUTED BEFORE WORK CAN COMMENCE
County of Solano Exhibit A
Standard Contract Scope of Work
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 2 of 18
EXHIBIT A
SCOPE OF WORK
Contractor shall be responsible for the following:
As approved by the Solano County Board of Supervisors, the City of Vallejo (City/Contractor) will be utilizing American Rescue Plan Act (ARPA) f unds for t he development of 47 permanent supportive housing units and 1 manager unit at 2440 Broadway St in Vallejo. It is estimated the construction completion will be August 2023. Residents will be offered on- site case management and service coordination. The project will be sustained through project-based vouchers and income-based rent.
Other terms include:
• The City is working with the non- profit developer Firm Foundations for the construction of the project.
• ARPA funding will be blended with Project Homekey, City and other funding for full funding of the construction of the project.
• An affordability covenant will be recorded to ensure the units remain affordable for a minimum of 55 years.
• The City will coordinate with Solano County’s Coordinated Entry program. Resource Connect Solano to provide appropriate referrals to the Vallejo Housing Authority for verification of qualification for placement.
• Prospective tenants who currently live or work in Solano County will be given preference for units unless otherwise prohibited by other funding sources.
County shall be responsible for the following:
1. Providing information to the Board of Supervisors on the performance of City under this contract.
2. Providing a systematic way for reporting performance under the contract.
3. Identifying any additional reporting requirements required under ARPA and communicating the requirements to City.
County of Solano Exhibit B
Standard Contract Budget
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 3 of 18
EXHIBIT B
BUDGET DETAIL AND PAYMENT PROVISIONS
1. M ETHOD OF PAYMENT
A. Upon submission of financial data (invoice) by City , and upon approval by County, County shall pay City in two lumps sums:
a. $2,000,000 upon execution of the contract
b. $1,0 00,000 upon issuance of permit for temporary occupancy (90% completion) Total payment shall not exceed $3,000,000.
Invoice must identify corresponding ARPA Project Number 58-061-07CAOHME and JL Key 061- 07 for each expenditure.
B. City in partnership with Firm Foundations will maintain backup documentation onsite that supports the financial /expenditure data submitted to County. City shall make available this backup documentation upon request of County.
C. No other expenses shall be allowed.
County of Solano Exhibit C
Standard Contract General Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 4 of 18
EXHIBIT C
GENERAL TERMS AND CONDITIONS
1. C LOSING OUT
A. County will pay Contractor's final request for payment providing Contractor has paid all financial obligations undertaken pursuant to this Contract or any other contract and/or obligation that Contractor may have with the County. If Contractor has failed to pay any obligations outstanding, County will withhold from Contractor's final request for payment the amount of such outstanding financial obligations owed by Contractor. Contractor is responsible for County's receipt of a final request for payment 30 days after termination of this Contract.
B. A final undisputed invoice shall be submitted for payment no later than ninety (90) calendar days following the expiration or termination of this Contract, unless a later or alternate deadline is agreed to in writing by the County. The final invoice must be clearly marked “FINAL INVOICE”, thus indicating that all payment obligations of the County under this Contract have ceased and that no further payments are due or outstanding.
C. The County may, at its discretion, choose not to honor any delinquent final invoice if the Contractor fails to obtain prior written approval of an alternate final invoice submission deadline. Written County approval for an alternate final invoice submission deadline shall be sought from the County prior to the expiration or termination of this Contract.
2. T
IME
Time is of the essence in all terms and conditions of this Contract.
3. T
IME OF PERFORMANCE
Work will not begin, nor claims paid for services under this Contract until all Certificates of Insurance, business and professional licenses/certificates, IRS ID number, signed W-9 form, or other applicable licenses or certificates are on file with the County’s Contract Manager.
4. T
ERMINATION
A. This Contract may be terminated by County or Contractor, at any time, with or without cause, upon 30 days’ written notice from one to the other.
B. County may terminate this Contract immediately upon notice of C ontractor’s malfeasance.
C. Following termination, County will reimburse Contractor for all expenditures made in good faith that are unpaid at the time of termination not to exceed the maximum amount payable under this Contract unless Contractor is in default of this Contract.
5. S
IGNATURE AUTHORITY
The parties executing this Contract certify that they have the proper authority to bind their respective entities to all terms and conditions set forth in this Contract.
6. REPRESENTATIONS
County of Solano Exhibit C
Standard Contract General Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 5 of 18
A. County relies upon Contractor's professional ability and training as a material inducement to enter into this Contract. Contractor represents that Contractor will perform the work according to generally accepted professional practices and standards and th e requirements of applicable federal, state and local laws. County's acceptance of Contractor's work shall not constitute a waiver or release of Contractor from professional responsibility.
B. Contractor further represents that Contractor possesses current valid appropriate licensure, including, but not limited to, driver’s license, professional license, certificate of tax - exempt status, or permits, required to perform the work under this Contract.
7. I
NSURANCE
A. Without limiting Contractor's obligation t o indemnify County, Contractor must procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work under this Contract and the results of that work by Contractor, Contractor’s agents, representatives, employees or subcontractors.
B. Minimum Scope of Insurance
Coverage must be at least as broad as:
(1) Insurance Services Office Commercial General Liability coverage (occurrence Form CG 00 01).
(2) Insurance Services Office Form Number CA 00 01 covering Automobile Liability, Code 1 (any auto).
(3) Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
C. Minimum Limits of Insurance
Contractor must maintain limits no less than:
(1) General Liability:
(Including operations,
products and completed
operations.)
$2,000,000 per occurrence for bodily injury,
personal injury and property damage, or
the full per
occurrence limits of the
policy, whichever is greater. If
Commercial General Liability insurance
or other form with a general aggregate
limit is used, either the general
aggregate limit shall apply separately to
this project/location or the general
aggregate limit shall be twice the
required occurrence limit.
(2) Automobile Liability:
$1,000,000 per accident for bodily injury and
property damage.
(3) Workers’
Compensation:
As required by the State of California.
(4) Employer’s Liability: $1,000,000 per accident for bodily injury or disease.
County of Solano Exhibit C
Standard Contract General Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 6 of 18
D. Additional Insurance Coverage
To the extent coverage is applicable to Contractor’s services under this Contract, Contractor must maintain the following insurance coverage:
(1) Cyber Liability: $1,000,000 per incident with the aggregate limit twice the required limit to cover the full
replacement value of damage to,
alteration of, loss of, or destruction of
electronic data and/or information
property of the County that will be in the
care, custod y or control of Contractor
under this Contract.
(2) Professional Liability:
$2,000,000 combined single limit per claim and in
the aggregate. The policy shall remain
in full force and effect for no less than 5
years following the completion of work
under this Contract.
E. If Contractor maintains higher limits than the minimums shown above, County is entitled to coverage for the higher limits maintained by Contractor. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a gi ven loss, shall be available to the County. No representation is made that the minimums shown above are sufficient to cover the indemnity or other obligations of the Contractor under this Contract.
F. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by County.
At the option of County, either:
(1) The insurer will reduce or eliminate such deductibles or self-insured retentions with respect to County, its officers, officials, agents, employees and volunteers; or (2) Contractor must provide a financial guarantee satisfactory to County guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
G. Other Insurance Provisions
(1) The general liability and automobile liability policies must contain, or be endorsed to contain, the following provisions:
(a) The County of Solano, its officers, officials, agents, employees, and volunteers must be included as additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of Contractor; and with respect to liability arising out of work or operations performed by or on behalf of Contractor including materials, parts or equipment furnished in connect ion with such work or operations. General Liability coverage shall be provided in the form of an Additional Insured endorsement (CG 20 10 11 85 or both CG 20 10 and CG 20 37 if later ISO revisions are used or the equivalent) to Contractor’s insurance poli cy, or as a separate owner’s policy. The insurance afforded to the additional insureds shall be at least as broad as that afforded to the first named insured.
County of Solano Exhibit C
Standard Contract General Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 7 of 18
(b) For any claims related to work performed under this Contract, Contractor’s insurance coverage must be primary insurance with respect to the County of Solano, its officers, officials, agents, employees, and volunteers. Any insurance maintained by County, its officers, officials, agents, employees, or volunteers is excess of Contractor’s insurance and shall not contribute to it.
(2) If Contractor’s services are technologically related, Professional Liability coverage shall include, but not be limited to claims involving infringement of intellectual property, copyright, trademark, invasion of pri vacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to such obligations. The policy shall also include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the County in the care, custody, or control of the Contractor. If not covered under the Contractor’s Professional Liability policy, such “property” coverage of the County may be endorsed onto the Contractor’s Cyber Liability Policy.
(3) Should any of the above described policies be cancelled prior to the policies’ expiration date, Contractor agrees that notice of cancellation will be delivered in accordance with the policy provisions.
H. Waiver of Subrogation
(1) Contractor agrees to waive subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. (2) The Workers’ Compensation policy must be endorsed with a waiver of subrogation in favor of County for all work performed by Contractor, its employees, agents and subcontractors.
I. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII unless otherwise acceptable to County.
J. Verification of Coverage
(1) Contractor must furnish County with original certificates and endorsements effecting coverage required by this Contract.
(2) The endorsements should be on forms provided by County or, if on other than County’s forms, must conform to County’s requirements and be acceptable to County. (3) County must receive and approve all certificates and endorsements before work commences.
(4) However, failure to provide the required certificates and endorsements shall not operate as a waiver of these insurance requirements. (5) County reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage described above at any time.
8. B
EST EFFORTS
County of Solano Exhibit C
Standard Contract General Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 8 of 18
Contractor represents that Contractor will at all times faithfully, industriously and to the best of its ability, experience and talent, perform to County's reasonable satisfaction.
9. D
EFAULT
A. If Contractor defaults in Contractor’s performance, County shall promptly notify Contractor in writing. If Contractor fails to cure a default within 30 days after notification, or if the default requires more than 30 days to cure and Contractor fails to commence to cure the default within 30 days after notification, then Contractor's failure shall constitute cause for termination of this Contract.
B. If Contractor fails to cure default within the specified period of time, County may elect to cure the default and any expense incurred shall be pay able by Contractor to County.
The contract may be terminated at County’s sole discretion.
C. If County serves Contractor with a notice of default and Contractor fails to cure the default, Contractor waives any further notice of termination of this Contract.
D. If this Contract is terminated because of Contractor's default, County shall be entitled to recover from Contractor all damages allowed by law.
10. I
NDEMNIFICATION
A. Contractor will indemnify, hold harmless and assume the defense of the County of Solano, its officers, employees, agents and elective and appointive boards from all claims, losses, damages, including property damages, personal injury, death and liability of every kind, directly or indirectly arising from Contractor's operations or from any persons directly or indirectly employed by, or acting as agent for, Contractor, excepting the sole negligence or willful misconduct of the County of Solano. This indemnification shall extend to claims, losses, damages, injury and liability for injuries occurring after completion of Contractor's services, as well as during the progress of rendering such services.
B. Acceptance of insurance required by this Contract does not relieve Contractor from liability under this indemnification clause. This indemnification clause shall apply to all damages or claims for damages suffered by Contractor's operations regardless if any insurance is applicable or not.
11. I
NDEPENDENT CONTRACTOR
A. Contractor is an independent contractor and not an agent, offi cer or employee of County. The parties mutually understand that this Contract is between two independent contractors and is not intended to and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association.
B. Contractor shall have no claim against County for employee rights or benefits including, but not limited to, seniority, vacation time, vacation pay, sick leave, personal time off, overtime, medical, dental or hospital benefits, retirement benefits, Social Security, disability, Workers' Compensation, unemployment insurance benefits, civil service protection, disability retirement benefits, paid holidays or other paid leaves of absence.
C. Contractor is solely obligated to pay all applicable taxes, deductions and other obligations including, but not limited to, federal and state income taxes, withholding, Social Security, unemployment, disability insurance, Workers' Compensation and Medicare payments.
County of Solano Exhibit C
Standard Contract General Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 9 of 18 D. Contractor shall indemnify and hold County harmless from any liability which County may incur because of Contractor's failure to pay such obligations nor shall County be responsible for any employer -related costs not otherwise agreed to in advance between the County and Contractor.
E. As an independent contractor, Contractor is not subject to the direction and control of County except as to the final result contracted for under this Contract. County may not require Contractor to change Contractor’s manner of doing business, but may require redi rection of efforts to fulfill this Contract.
F. Contractor may provide services to others during the same period Contractor provides service to County under this Contract.
G. Any third persons employed by Contractor shall be under Contractor's exclusive direction, supervision and control. Contractor shall determine all conditions of employment including hours, wages, working conditions, discipline, hiring and discharging or any other condition of employment.
H. As an independent contractor, Contractor s hall indemnify and hold County harmless from any claims that may be made against County based on any contention by a third party that an employer-employee relationship exists under this Contract.
I. Contractor, with full knowledge and understanding of the foregoing, freely, knowingly, willingly and voluntarily waives the right to assert any claim to any right or benefit or term or condition of employment insofar as they may be related to or arise from compensation paid hereunder.
12. R
ESPONSIBILITIES OF CONTRACTOR
A. The parties understand and agree that Contractor possesses the requisite skills necessary to perform the work under this Contract and County relies upon such skills.
Contractor pledges to perform the work skillfully and professionally. County's acceptance of Contractor's work does not constitute a release of Contractor from professional responsibility.
B. Contractor verifies that Contractor has reviewed the scope of work to be performed under this Contract and agrees that in Contractor’s professional judgment, the work can and shall be completed for costs within the maximum amount set forth in this Contract.
C. To fully comply with the terms and conditions of this Contract, Contractor shall:
(1) Establish and maintain a system of accounts for budgeted funds that complies with generally accepted accounting principles for government agencies; (2) Document all costs by maintaining complete and accurate records of all financial transactions associated with this Contract, including, but not limited to, invoices and other official documentation that sufficiently support all charges under this Contract; (3) Submit monthly reimbursement claims for expenditures that directly benefit Solano County;
(4) Be liable for repayment of any disallowed costs identified through quarterly reports, audits, monitoring or other sources; and
(5) Retain financial, programmatic, client data and other service records for 3 years from the date of the end of the contract award or for 3 years from the date of termination, whichever is later.
13. C
OMPLIANCE WITH LAW
A. Contractor shall comply with all federal, state and local laws and regulations County of Solano Exhibit C
Standard Contract General Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 10 of 18 applicable to Contractor’s performance, including, but not limited to, licensing, employment and purchasing practices, wages, hours and conditions of employment.
B. To the extent federal funds are used in whole or in part to fund this Contract, Contractor specifically agrees to comply with Executive Order 11246 entitled “Equal Employment Opportunity”, as amended and supplemented in Department of Labor regulations; the Copeland “Ant-Kickback” Act (18 U.S.C. §874) and its implementing regulations (29 C.F.R. part 3); the Clean Air Act (42 U.S.C. §7401 et seq.); the Clean Water Act ( 33 U.S.C. §1251); and the Energy Policy and Conservation Act (Pub. L. 94-165).
C. Contractor represents that it will comply with the applicable cost principles and administrative requirements including claims for payment or reimbursement by County as set forth in 2 C.F.R. part 200, as currently enacted or as may be amended throughout the term of this Contract.
14. C
ONFIDENTIALITY
A. Contractor shall prevent unauthorized disclosure of names and other client - identifying information, except for statistical information not identifying a particular client receiving services under this Contract.
B. Contractor shall not use client specific information for any purpose other than carrying out Contractor's obligations under this Contract.
C. Contractor shall promptly transmit to County all requests for disclosure of confidential information.
D. Except as otherwise permitted by this Contract or authorized by law, Contractor shall not disclose any confidential information to anyone other than the State of California without prior written authorization from County.
E. For purposes of this section, identity shall include, but not be limited to, name, identifying number, symbol or other client identifying particulars, such as fingerprints, voice print or photograph. Client shall include individuals receiving services pursuant to this Contract.
15. C
ONFLICT OF INTEREST
A. Contractor represents that Contractor and/or Contractor’s employees and/or their immediate families and/or Board of Directors and/or officers have no interest, including, but not limited to, other projects or independent contracts, and shall not acquire any interest, direct or indirect, including separate contracts for the work to be performed hereunder, which conflicts with the rendering of services under this Contract. Contractor shall employ or retain no such person while rendering services under this Contract. Services rendered by Contractor's associates or employees shall not relieve Contractor from personal responsibility under this clause.
B. Contractor has an affirmative duty to disclose to County in writing the name(s) of any person(s) who have an actual, potential or apparent conflict of interest.
16. D
RUG FREE WORKPLACE
Contractor represents that Contractor is knowledgeable of Government Code section 8350 et seq., regarding a drug free workplace and shall abide by and implement its statutory requirements.
County of Solano Exhibit C
Standard Contract General Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 11 of 18
17. HEALTH AND SAFETY STANDARDS
Contractor shall abide by all health and safety standards set forth by the State of California and/or the County of Solano pursuant to the Injury and Illness Prevention Program. If applicable, Contractor must receive all health and safety information and training from County.
18. C
HILD/ADULT ABUSE
If services pursuant to this Contract will be provided to children and/or elder adults, Contractor represents that Contractor is knowledgeable of the Child Abuse and Neglect Reporting Act (Penal Code section 11164 et seq.) and the Elder Abuse and Dependent Adult Civil Protection Act (Welfare and Institutions Code section 15600 et seq.) requiring reporting of suspected abuse.
19. I
NSPECTION
Authorized representatives of County, the State of California and/or the fed eral government may inspect and/or audit Contractor's performance, place of business and/or records pertaining to this Contract.
20. N
ONDISCRIMINATION
A. In rendering services under this Contract, Contractor shall comply with all applicable federal, state and local laws, rules and regulations and shall not discriminate based on age, ancestry, color, gender, marital status, medical condition, national origin, physical or mental disability, race, religion, sexual orientation, or other protected status.
B. Further, Contractor shall not discriminate against its employees, which includes, but is not limited to, employment upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship.
21. S
UBCONTRACTOR AND ASSIGNMENT
A. Services under this Contract are deemed to be personal services.
B. Subject to any required state or federal approval, Contractor shall not subcontract any work under this Contract without the prior written consent of the County’s Contract Manager nor assign this Contract or monies due without the prior written approval of the County’s applicable Department Head or his or her designee and the County Administrator.
C. If County consents to the use of subcontractors, Contractor shall require and verify that its subcontractors maintain insurance meeting all the requirements stated in Section 7 above.
D. Assignment by Contractor of any monies due shall not constitute an assignment of the Contract.
County of Solano Exhibit C
Standard Contract General Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 12 of 18
22. UNFORESEEN CIRCUMSTANCES
Contractor is not responsible for any delay caused by natural disaster, war, civil disturbance, labor dispute or other cause beyond Contractor's reasonable control, provided Contractor gives written notice to County of the cause of the delay within 10 days of the start of the delay.
23. O
WNERSHIP OF DOCUMENTS
A. County shall be the owner of and shall be entitled to possession of any computations, plans, correspondence or other pertinent data and information gathered by or computed by Contractor prior to termination of this Contract by County or upon completion of the work pursuant to this Contract.
B. No material prepared in connection with the project shall be subject to copyright in the United States or in any other country.
24. N
OTICE
A. Any notice necessary to the performance of this Contract shall be given in writing by personal delivery or by prepaid first -class mail addressed as stated on the first page of this Contract.
B. If notice is given by personal delivery, notice is effective as of the date of personal delivery. If notice is given by mail, notice is effective as of the day following the date of mailing or the date of delivery reflected upon a return receipt, whichever occurs first.
25. N
ONRENEWAL
Contractor acknowledges that there is no guarantee that County will renew Contractor's services under a new contract following expiration or termination of this Contract. Contractor waives all rights to notice of non-renewal of Contractor's services.
26. C
OUNTY’S OBLIGATION SUBJECT TO AVAILABILITY OF FUNDS
A. The County’s obligation under this Contract is subject to the availability of authorized funds. The County may terminate the Contract, or any part of the Contract work, without prejudice to any right or remedy of the County, for lack of appropriation of funds. If expected or actual funding is withdrawn, reduced or limited in any way prior to the expiration date set forth in this Contract, or any subsequent amendment, the County may, upon written Notice to the Contractor, terminate this Contract in whole or in part.
B. Payment shall not exceed the amount allowable for appropriation by the Board of Supervisors. If the Contract is terminated for non-appropriation of funds:
i. The County will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination; and ii. The Contractor shall be released from any obligation to provide further services pursuant to this Contract that are affected by the termination.
C. Funding for this Contract beyond the current appropriation year is conditional upon appropriation by the Board of Supervisors of sufficient funds to support the activities described in this Contract. Should such an appropriation not be approved, this Cont ract will terminate at County of Solano Exhibit C
Standard Contract General Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 13 of 18 the close of the current appropriation year.
D. This Contract is void and unenforceable if all or parts of federal or state funds applicable to this Contract are not available to County. If applicable funding is reduced, County may either:
(1) Cancel this Contract; or,
(2) Offer a contract amendment reflecting the reduced funding.
27. C
HANGES AND AMENDMENTS
A. County may request changes in Contractor's scope of services. Any mutually agreed upon changes, including any increase or decrease in the amount of Contractor's compensation, shall be effective when incorporated in written amendments to this Contract.
B. The party desiring the revision shall request amendments to the terms and conditions of this Contract in writing. Any adjustment to this Contract shall be effective only upon the parties' mutual execution of an amendment in writing.
C. No verbal agreements or conversations prior to execution of this Contract or requested amendment shall affect or modify any of the terms or conditions of this Contract unless reduced to writing according to the applicable provisions of this Contract.
28. C
HOICE OF LAW
The parties have executed and delivered this Contract in the County of Solano, State of California. The laws of the State of California shall govern the validity, enforceability or interpretation of this Contract. Solano County shall be the venue for any action or proceeding, in law or equity that may be brought in connection with this Contract.
29. H
EALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
Contractor represents that it is knowledgeable of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations issued by the U.S.
Department of Health and Human Services (45 C.F.R. parts 160-64) regarding the protection of health information obtained, created, or exchanged as a result of this Contract and shall abide by and implement its statutory requirements.
30. W
AIVER
Any failure of a party to assert any right under this Contract shall not constitute a waiver or a termination of that right, under this Contract or any of its provisions.
31. CONFLICTS IN THE CONTRACT DOCUMENTS
The Contract documents are intended to be complementary and interpreted in harmony so as to avoid conflict. In the event of conflict in the Contract documents, the parties agree that the document providing the highest quality and level of service to the County shall supersede any inconsistent term in these documents.
32. F
AITH BASED ORGANIZATIONS
County of Solano Exhibit C
Standard Contract General Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 14 of 18 A. Contractor agrees and acknowledges that County may make funds available for programs or services affiliated with religious organizations under the following conditions: (a) the funds are made available on an equal basis as f or programs or services affiliated with non- religious organizations; (b) the program funded does not have the substantial effect of supporting religious activities; (c) the funding is indirect, remote, or incidental to the religious purpose of the organization; and (d) the organization complies with the terms and conditions of this Contract.
B. Contractor agrees and acknowledges that County may not make funds available for programs or services affiliated with a religious organization (a) that has denied or continues to deny access to services on the basis of any protected class; (b) will use the funds for a religious purpose; (c) will use the funds for a program or service that subjects its participants to religious education.
C. Contractor agrees and ackn owledges that all recipients of funding from County must: (a) comply with all legal requirements and restrictions imposed upon government -funded activities set forth in Article IX, section 8 and Article XVI, section 5 of the California Constitution and in the First Amendment to the United States Constitution; and (b) segregate such funding from all funding used for religious purposes.
33. P
RICING
Should Contractor, at any time during the term of this Contract, provide the same goods or services under similar quantity, terms and conditions to one or more counties in the State of California at prices below those set forth in this Contract, then the parties agree to amend this Contract so that such lower prices shall be extended immediately to County for all f uture services.
34. U
SE OF PROVISIONS, TERMS, CONDITIONS AND PRICING BY OTHER PUBLIC AGENCIES
Contractor and County agree that the terms of this Contract may be extended to any other public agency located in the State of California, as provided for in this section. Another public agency wishing to use the provisions, terms, and pricing of this Contract to contract for equipment and services comparable to that described in this Contract shall be responsible for entering into its own contract with Contractor, as well as providing for its own payment provisions, making all payments, and obtaining any certificates of insurance and bonds that may be required. County is not responsible for providing to any other public agency any documentation relating this Contract or its implementation. Any public agency that uses provisions, terms, or pricing of this Contract shall by virtue of doing so be deemed to indemnify and hold harmless County from all claims, demands, or causes of actions of every kind arising directly or indirectly with the use of this Contract. County makes no guarantee of usage by other users of this Contract nor shall the County incur any financial responsibility in connection with any contracts entered into by another public agency. Such other public agency shall accept sole responsibility for placing orders and making payments to Contractor.
35. D
ISBARMENT OR SUSPENSION OF CONTRACTOR
A. Contractor represents that its officers, directors and employees (i) are not currently excluded, debarred, or otherwise ineligible to participate in a federally funded program; (ii) have not been convicted of a criminal offense related to the provision of federally funded items or services nor has been previously excluded, debarred, or otherwise declared ineligible t o County of Solano Exhibit C
Standard Contract General Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 15 of 18 participate in any federally funded programs, and (iii) are not, to the best of its knowledge, under investigation or otherwise aware of any circumstances which may result in Contractor being excluded from participation in federally funded programs.
B. For purposes of this Contract, federally funded programs include any federal health program as defined in 42 USC § 1320a- 7b(f) (the “Federal Healthcare Programs”) or any state healthcare programs.
C. This representation and warranty shall be an ongoing representation and warranty during the term of this Contract and Contractor must immediately notify the County of any change in the status of the representation and warranty set forth in this section.
D. If services pursuant to this Contract involve federally-funded programs, Contractor agrees to provide certification of non- suspension with submission of each invoice. Failure to submit certification with invoices will result in a delay in County processing Contractor’s payment.
36. E
XECUTION IN COUNTERPARTS
This Contract may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or electronic transmission (e.g., by e- mail delivery of a ".pdf" format data file), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or electronic signature page were an original signature.
37. L
OCAL EMPLOYMENT POLICY
Solano County desires, whenever possible, to hire qualified local residents to work on County projects. A local resident is defined as a person who resides in, or a business that is located in, Solano County. The County encourages an active outreach program on the part of its contractors, consultants and agents. When local projects require subcontractors, Contractor shall solicit proposals for qualified local residents where possible.
38. E
NTIRE CONTRACT
This Contract, including any exhibits referenced, c onstitutes the entire agreement between the parties and there are no inducements, promises, terms, conditions or obligations made or entered into by County or Contractor other than those contained in it.
County of Solano Exhibit D
Standard Contract Special Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 16 of 18
EXHIBIT D
SPECIAL TERMS AND CONDITIONS
1. S UB-RECIPIENT COMPLIANCE
A. All or part of this contract will be paid with Federal awards. Contractor may be designated as a Sub- recipient and the federal funds received under this contract may be designated as a subaward of the American Rescue Plan Act (ARPA) Coronavirus State and Local Fiscal Recovery Funds (CSLFRF). Funds, payments, expenses, and procurements under this contract must be used in accordance with Federal statutes, regulations and the terms and conditions of the Federal award, including but not limited to, the US Treasury Final Rule (31 CFR Part 35), CSLFRF Compliance Reporting Guidance, and CSLFRF Frequently Asked Questions and all amendments or successor laws, regulations, or guidance thereto.
B. Contractor shall also comply with all other applicable federal statutes, regulations, and executive orders, and shall provide for such compliance by other parties in any contracts it enters into with other parties relating to or involving funding under this contract.
C. Contractor shall be responsible for any disallowances, questioned costs, or other items, including interest, not allowed under ARPA CSLFRF funding. Contractor shall return to County any funds disallowed within (90) ninety days of notification from County to return such funds.
D. As a pass -through entity, the County is required to provide certain information regarding Federal award(s) to Contractor as a Sub-recipient:
(i) Subrecipient name (which must match the name associated with its unique entity identifier): City of Vallejo
(ii) Subrecipient's unique entity identifier: KJKSES96KUN9 (iii) Federal Award Identification Number (FAIN): SLFRP1180 (iv) Federal Award Date: March 11, 2021
(v) Subaward Period of Performance Start and End Date: April 1, 2023-June 30, 2024 31, 2023
(vi) Subaward Budget Period Start and End Date: April 1, 2023-June 30, 2024 (vii) Amount of Federal Funds Obligated by this action by the pass-through entity to the subrecipient: $3,000,000
(viii) Total Amount of Federal Funds Obligated to the subrecipient by the pass-through entity including the current financial obligation: $3,000,000 (ix) Total Amount of the Federal Award committed to the subrecipient by the pass- through entity: $3,000,000
(x) Federal award project description: American Rescue Plan Act Direct Payment for Specified Use
(xi) Name of Federal awarding agency, pass -through entity, and contact information for awarding official of the Pass-through entity: Provided by the Department of the Treasury to the County of Solano. County Administrator Bill Emlen cao- [email protected].
(xii) Assistance Listings number and Title: 21.027 Coronavirus State and Local Fiscal Recovery Funds
(xiii) Identification of whether the award is R&D: No
County of Solano Exhibit D
Standard Contract Special Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 17 of 18 (xiv) Indirect cost rate for the Federal award (including if the de minimis rate is charged) per § 200.414: NA
County will provide any additional required information regarding the Federal Award upon receipt of funding documents from the funding source.
2. R
EPORTING
Contractor agrees to comply with and support all applicable ARPA CSLFRF reporting requirements and all reporting requirements otherwise stated in the contract, including, but not limited to, providing reports to the County as requested. Contractor shall maintain compliance with all other federal reporting requirements, including those pertaining to subaward and executive compensation information (2 CFR Part 170), and shall maintain processes and systems for proper and timely reporting as required under 2 CFR Part 170 Appendix A (unless exempt).
Contractor shall be responsible for ARPA CSLFRF related reporting by project, including but not limited to:
• Quarterly reporting on performance as related to activities and outcomes identified in Exhibit A;
• Identifying primary, secondary, and tertiary impacted and/or disproportionally impacted populations served;
• Identifying the s tructure and objectives of assistance programs, including negative economic impacts experienced;
• Identifying how Contractor’s approach to ensuring response is reasonable and proportional to negative economic impacts of the COVID-19 pandemic; • Identifying the amount of the project spending that is allocated toward evidence- based interventions;
• Identifying if a program evaluation is being conducted; • Identifying efforts to promote equitable outcomes, including how programs were designed with equity in mind; and
• Other reporting based on project category.
3. U
NIFORM ADMINISTRATIVE, COST PRINCIPLES, AND AUDIT REQUIREMENTS
A. Contractor shall comply with all applicable provisions of the federal Uniform Guidance, 2 CFR Part 200, including applicable Administrative Requirements, Cost Principles, and Audit requirements. Without limitation, all use of funds and procurement of all services (including consultants), supplies, property, or equipment, shall be performed in conformance with 2 CFR 200.318-327 as well as in conformance with all other administrative, costs, and audit requirements under federal laws and regulations. These requirements generally req uire open and competitive process, with limited exceptions. Contractor shall maintain records sufficient to detail the history of procurement and provide such records upon request. These records shall include, but are not necessarily limited to: rationale for the method of procurement, selection of contract type, contractor selection or rejection, and the basis for the contract price.
B. Contractors who receive federal funding which taken together total over $750,000 in a single fiscal year are required to have a single agency audit in accordance with 2 CFR Part County of Solano Exhibit D
Standard Contract Special Terms
City of Vallejo Broadway PSH Contract COV-01-ARPA Page 18 of 18 200, Subpart F. A copy of this audit must be forwarded to the County by the auditor as soon as it is complete.
4. S
YSTEM FOR AWARD MANAGEMENT
Contractor shall maintain compliance with the System for Award Management (SAM) and Universal Entity Identifier requirements, pursuant to 2 CFR Part 25, including obtaining a unique entity identifier and completing SAM registration prior to receiving the F ederal award unless exempt under 2 CFR 25.110. No entity, including subcontractors, may receive any federal funds through this contract unless the entity has provided its Unique Entity Identifier to County.
Subrecipients are not required to obtain an acti ve SAM registration, but must obtain a Unique Entity Identifier.
5. P
UBLIC ACKNOWLEDGEMENT OF FUNDS
Contractor shall appropriately acknowledge funding from the County of Solano ARPA CSLFRF.
Appropriate acknowledgement is defined as follows:
A. Includes the County of Solano logo;
B. Includes the statement, “Made possible by funding from the County of Solano”; C. The statement and logo must be included in all public materials that mention the funded programs or services, including (but not limited to) Web sites, e-mails, news releases, media advisories, brochures, newsletters, flyers, advertisements, public service announcements, posters, and any other public communication items.
6. START-UP PERIOD
Without limiting any remedy available under section 4 or section 9 of Exhibit C to this Contract, or as otherwise provided by law, in the event that Contractor does not implement the services contemplated by this Contract within 6 months of the effective d ate of this Contract, County reserves the right, in the sole and absolute discretion of County, to terminate the Contract with 15 days written notice of such termination to Contractor.