HomeMy WebLinkAboutWhole Person Care Clinic; 2023-11-16; 1 City Attorney Approved 12/28/2022
ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR
HOMELESS MEDICAL SERVICES
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is
made and entered into this _______ day of ___________ 2023, by and between the CITY OF
CARLSBAD, a California charter city (“City”), Southern California Care Community, a
California corporation, (“Assignor”) and Whole Person Care Clinic, a California corporation,
(“Assignee”), and is made with reference to the following facts:
RECITALS
A. On September 26, 2023, the City and Assignor entered into that certain
Professional Services Agreement concerning HOMELESS MEDICAL SERVICES (the
“Agreement”).
B. Paragraph twenty-four (24) of the Agreement allows Assignor to assign rights and
obligations under the Agreement upon written approval of the City.
C. On July 6, 2023, Assignee filed a Restated Articles of Incorporation with the State
of California (File No. BA20231105878), amending and restating Assignor’s Articles of
Incorporation such that the name of the corporation was changed from Southern California Care
Community to Whole Person Care Clinic.
D. Assignor desires to assign its interest in the Agreement to Assignee. Further,
Assignee desires to accept assignment of Assignor’s interest in the Agreement and City consents
to the assignment of the interest in the Agreement from Assignor to Assignee.
NOW THEREFORE, incorporating the above recitals and in consideration of the
covenants and obligations set forth herein, the parties hereto agree as follows:
1. Assignment. Assignor hereby assigns, transfers, and conveys to Assignee all of
Assignor’s rights, duties, liabilities, and obligations as set forth in the Agreement.
2. Assumption. Assignee hereby assumes all of Assignor’s rights and obligations as
set forth in the Agreement.
3. City Consent. City hereby agrees and consents to the assignment of all of
Assignor’s rights, duties, liabilities, obligations as set forth in the Agreement to Assignee.
4. General Terms and Conditions. The following general terms and conditions shall
apply to this Assignment Agreement.
4.1 Hold Harmless. In addition to the hold harmless provisions contained within the
Agreement, and except as to the sole negligence, or willful misconduct of City, Assignee shall
defend, indemnify and hold the City, its officials (appointed and elected), officers and employees
(each an “Indemnified Party”), harmless from any and all loss, damage, claim for damage, liability,
expense or cost, including attorney’s fees, which arises out of or is in any way connected with this
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Assignment Agreement, notwithstanding that City may have benefitted from this Assignment
Agreement. The hold harmless provision shall apply to any acts or omissions, willful misconduct
or negligent conduct, whether active or passive, on the part of Assignee.
The parties expressly agree that this section shall survive the expiration or early
termination of this Agreement.
4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which, together, shall constitute one and the same
instrument.
4.3. Successors and Assigns. It is mutually understood and agreed that this
Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective
successors. Neither this Assignment Agreement or any part hereof nor any monies due or to
become due hereunder may be assigned by Assignee without the prior consent of City.
4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted
under, and construed and enforced in accordance with, the laws of the State of California.
4.5. Venue. Any action at law or in equity brought by either of the parties hereto for the
purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be tried in
a court of competent jurisdiction in the County of San Diego, State of California, and the parties
hereby waive all provisions of law providing for a change of venue in such proceedings to any
other county.
4.6. Notices. Service of any notices, bills, invoices or other documents required or
permitted under this Assignment Agreement shall be sufficient if sent by one party to the other by
United States mail, postage prepaid and addressed as follows:
City: City Manager
City of Carlsbad
1635 Faraday Avenue
Carlsbad, CA 92008
Assignor: Southern California Care Community
120 N. Ash St.
Escondido, CA 92027
(Principal Address)
Assignee: Whole Person Care Clinic
120 N. Ash St.
Escondido, CA 92027
(Principal Address)
4.7 Authority. The parties executing this Assignment Agreement on behalf of City,
Assignor and Assignee each represent and warrant that they have the legal power, right and
actual authority to bind the City, Assignor and Assignee.
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4.8 Severability. Each provision, term, condition, covenant, and/or restriction, in whole
and in part, in this Assignment Agreement shall be considered severable. In the event any
provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment
Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part
thereof shall be severed from this Assignment Agreement and shall not affect any other provision,
term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of
this Assignment Agreement shall continue in full force and effect.
4.9 Effective Date. This Assignment Agreement shall be effective upon the date and
year first above written.
ASSIGNOR:
Southern California Care
Community, a California
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
*By: By:
(sign here) Scott Chadwick, City Manager
Mary Baker, Executive Director
(print name/title)
**By:
(sign here)
Karen Pohl, Secretary
(print name/title) ATTEST:
ASSIGNEE:
Whole Person Care Clinic, a
California corporation
SHERRY FREISINGER
City Clerk
*By:
(sign here)
Mary Baker, Executive Director
(print name/title)
**By:
(sign here)
Karen Pohl, Secretary
(print name/title)
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If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
Corporation, Agreement must be signed by one corporate officer from each of the following two groups:
*Group A.
Chairman, President, or
Vice-President
**Group B.
Secretary, Assistant Secretary, CFO or
Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
By:_____________________________
Marissa Kawecki, Deputy City Attorney
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AGREEMENT FOR HOMELESS MEDICAL SERVICES BETWEEN CITY OF CARLSBAD
AND
SOUTHERN CALIFORNIA CARE COMMUNITY
REEMENT is made and entered into as of the __ 1fi __ � ___ day ofTHI
----..J.=IJ'-...lL__:_ ____ , 2023, by and between the City of Carlsbad, California, a
municipal co oration, ("City"), and Southern California Care Community, a non-profit organization, ("Contractor").
RECITALS
A.City requires the professional services of an organization that is experienced in
providing medical services to homeless residents within the City of Carlsbad.
B.Contractor has the necessary experience in providing professional services and
advice related to all of the areas set forth in recital A.
C.Contractor was included in the City's grant proposal to the California lnteragencyCouncil on Homelessness for these services and has affirmed its willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1.SCOPE OF WORKCity retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2.STANDARD OF PERFORMANCEWhile performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
3.TERM �?... The term of this Agreement will be effective for a period of _;/..__/,c__ __ months from the date first above written to 06/30/2026. The City Manager may amend the Agreement to extend it for
up to one (1) additional one (1)-year period or parts thereof. An extension will be based upon a
satisfactory review of Contractor's performance, City needs, and appropriation of funds by the
City Council. The parties will prepare a written amendment indicating the effective date and length
of the extended Agreement.
4.TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5.COMPENSATIONThe total fee payable for the Services to be performed during the Agreement term will be one hundred sixty-eight thousand one hundred one dollars and twenty-five cents ($168,101.25). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement as approved by the City Manager or designee. The City reserves
the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services
specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in
attached Exhibit "A".
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Upon contract execution, Contractor shall submit an invoice to City for 60% of the total Agreement
amount. Once these funds are expended, but no later than June 1, 2026, Contractor shall submit an invoice for the remaining Agreement amount. Failure to timely submit an invoice for the remaining Agreement amount will result in forfeiture of those funds and City’s return of such funds
to the California Interagency Council on Homelessness.
All proceeds from any interest-bearing account established by the Contractor for the deposit of funds must be used for eligible activities related to this agreement as approved by City.
6.STATUS OF CONTRACTORContractor will perform the Services in Contractor's own way as an independent contractor andin pursuit of Contractor's independent calling, and not as an employee of City. Contractor will beunder control of City only as to the result to be accomplished, but will consult with City asnecessary. The persons used by Contractor to provide services under this Agreement will not beconsidered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30)days for any tax, retirement contribution, social security, overtime payment, unemploymentpayment or workers' compensation payment which City may be required to make on behalf ofContractor or any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City’s election, City may deduct the indemnification amount from any balanceowing to Contractor.
7.SUBCONTRACTINGContractor will not subcontract any portion of the Services without prior written approval of City.If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for theacts and omissions of Contractor's subcontractor and of the persons either directly or indirectlyemployed by the subcontractor, as Contractor is for the acts and omissions of persons directlyemployed by Contractor. Nothing contained in this Agreement will create any contractualrelationship between any subcontractor of Contractor and City. Contractor will be responsible forpayment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless specificallynoted to the contrary in the subcontract and approved in writing by City.
8.OTHER CONTRACTORSThe City reserves the right to employ other Contractors in connection with the Services.
9.INDEMNIFICATIONContractor agrees to indemnify and hold harmless the City and its officers, officials, employeesand volunteers from and against all claims, damages, losses and expenses including attorney’sfees arising out of the performance of the work described herein caused by any negligence,recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly orindirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’
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compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
10.INSURANCEContractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which mayarise out of or in connection with performance of the services by Contractor or Contractor’sagents, representatives, employees or subcontractors. The insurance will be obtained from aninsurance carrier admitted and authorized to do business in the State of California. The insurancecarrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplusline insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a ratingin the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed bythe National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which
will be written as claims-made coverage.
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10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified
mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements.
11.BUSINESS LICENSEContractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12.ACCOUNTING RECORDSContractor will maintain complete and accurate records with respect to costs incurred under thisAgreement. All records will be clearly identifiable. Contractor will allow a representative of Cityduring normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will allow inspection of allwork, data, documents, proceedings, and activities related to the Agreement for a period of three(3) years from the date of final payment under this Agreement.
13.OWNERSHIP OF DOCUMENTSAll work product produced by Contractor or its agents, employees, and subcontractors pursuantto this Agreement is the property of City. In the event this Agreement is terminated, all workproduct produced by Contractor or its agents, employees and subcontractors pursuant to thisAgreement will be delivered at once to City. Contractor will have the right to make one (1) copyof the work product for Contractor’s records.
14.COPYRIGHTSContractor agrees that all copyrights that arise from the services will be vested in City andContractor relinquishes all claims to the copyrights in favor of City.
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15.NOTICESThe name of the persons who are authorized to give written notice or to receive written notice on
behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Chris Shilling Name Mary L. Baker
Title Homeless Services Manager Title Executive Director
Department Housing & Homeless Services Address 120 N. Ash St.
City of Carlsbad Escondido, CA 92027
Address 1200 Carlsbad Village Drive Phone No. 760-385-3739
Carlsbad, CA 92008 Email mbaker@socalcc.org
Phone No. 442-339-2284
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
16.CONFLICT OF INTERESTContractor shall file a Conflict of Interest Statement with the City Clerk in accordance with therequirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall reportinvestments or interests in all categories.
Yes No
17.GENERAL COMPLIANCE WITH LAWSContractor will keep fully informed of federal, state and local laws and ordinances and regulationswhich in any manner affect those employed by Contractor, or in any way affect the performanceof the Services by Contractor. Contractor will at all times observe and comply with these laws,ordinances, and regulations and will be responsible for the compliance of Contractor's serviceswith all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18.DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibitingdiscrimination and harassment.
19.DISPUTE RESOLUTIONIf a dispute should arise regarding the performance of the Services the following procedure willbe used to resolve any questions of fact or interpretation not otherwise settled by agreementbetween the parties. Representatives of Contractor or City will reduce such questions, and theirrespective views, to writing. A copy of such documented dispute will be forwarded to both partiesinvolved along with recommended methods of resolution, which would be of benefit to bothparties. The representative receiving the letter will reply to the letter along with a recommendedmethod of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
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to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt
to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law.
20.TERMINATIONIn the event of the Contractor's failure to prosecute, deliver, or perform the Services, City mayterminate this Agreement for nonperformance by notifying Contractor by certified mail of thetermination. If City decides to abandon or indefinitely postpone the work or services contemplatedby this Agreement, City may terminate this Agreement upon written notice to Contractor. Uponnotification of termination, Contractor has five (5) business days to deliver any documents ownedby City and all work in progress to City address contained in this Agreement. City will make adetermination of fact based upon the work product delivered to City and of the percentage of workthat Contractor has performed which is usable and of worth to City in having the Agreementcompleted. Based upon that finding City will determine the final payment of the Agreement.
City may terminate this Agreement by tendering fourteen (14) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In
the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not
exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. Upon termination of this Agreement, unless otherwise approved in writing by City, any unexpended funds received by Contractor shall be returned to City within 30 days of the date of termination.
21.COVENANTS AGAINST CONTINGENT FEESContractor warrants that Contractor has not employed or retained any company or person, otherthan a bona fide employee working for Contractor, to solicit or secure this Agreement, and thatContractor has not paid or agreed to pay any company or person, other than a bona fideemployee, any fee, commission, percentage, brokerage fee, gift, or any other considerationcontingent upon, or resulting from, the award or making of this Agreement. For breach or violationof this warranty, City will have the right to annul this Agreement without liability, or, in its discretion,to deduct from the Agreement price or consideration, or otherwise recover, the full amount of thefee, commission, percentage, brokerage fees, gift, or contingent fee.
22.CLAIMS AND LAWSUITSBy signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in anticipationof litigation or in conjunction with litigation. Contractor acknowledges that if a false claim issubmitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.,the False Claims Act applies to this Agreement and, provides for civil penalties where a personknowingly submits a false claim to a public entity. These provisions include false claims madewith deliberate ignorance of the false information or in reckless disregard of the truth or falsity ofinformation. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled torecover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result ofwhich Contractor may be prevented to act as a Contractor on any public work or improvement fora period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction isgrounds for City to terminate this Agreement.
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23.JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a rightor rights provided for by this Agreement will be tried in a court of competent jurisdiction in theCounty of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
24.SUCCESSORS AND ASSIGNSIt is mutually understood and agreed that this Agreement will be binding upon City and Contractorand their respective successors. Neither this Agreement nor any part of it nor any monies due orto become due under it may be assigned by Contractor without the prior consent of City, whichshall not be unreasonably withheld.
25.SPECIAL CONDITIONSContractor must comply with all requirements of City’s Standard Agreement with the CaliforniaInteragency Council on Homelessness attached as Exhibit “B”.
26.ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, alongwith the purchase order for this Agreement and its provisions, embody the entire Agreement andunderstanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisionsmay be amended, modified, waived or discharged except in a writing signed by both parties.
27.AUTHORITYThe individuals executing this Agreement and the instruments referenced in it on behalf ofContractor each represent and warrant that they have the legal power, right and actual authorityto bind Contractor to the terms and conditions of this Agreement.
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CONTRACTOR
By:
By:
� bol:t.r
(sign here)
Mary L. Baker, Executive Director
(print name/title}
� f_o/J, (sign here)
Karen Pohl, Secretary
(print name/title)
Cl
By:
RLSBAD, a municipal of the State of California
Scott Chadwick, City Manager
ATTEST:
SHERRY F
City Clerk
� i
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following
two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: f\.ti,yiss� bwuki Marissa Kawecki, Deputy City Attorney
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EXHIBIT “A”
SCOPE OF SERVICES
A.Provide medical services to City’s homeless residents (“Participants”) who are living
within the City’s Encampment Resolution Program area (attached as Exhibit “C”) at aminimum of 1 day per week.
B.Provide medical services to at least 68 households experiencing homelessnessduring the Agreement term.
C.Maintain responsive and timely communication, both written and verbal, with City staff.Attend monthly meetings with City staff to review and discuss programmatic needs.
D.Adhere to the Regional Task Force on Homelessness (RTFH) Community Standardswhich can be found at Standards, Learning, and Training - Regional Task Force onHomelessness (rtfhsd.org).
E.Abide by the strategies set forth in City's Homelessness Action Plan and any
amendments thereto, which takes a community focused and collaborative approachto addressing the needs of those experiencing or at-risk of homelessness within theCity of Carlsbad. This plan can be found at Homelessness Action Plan | Carlsbad, CA
(carlsbadca.gov).
F.Comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code,
Section 8350 et seq.) and have or will provide a drug-free workplace by taking thefollowing actions:
i.Publish a statement notifying employees that unlawful manufacture,distribution, dispensation, possession, or use of a controlled substance isprohibited and specifying actions to be taken against employees for violations,as required by Government Code Section 8355, subdivision (a)(1).ii.Establish a Drug-Free Awareness Program, as required by Government CodeSection 8355, subdivision (a)(2) to inform employees about all of the following:a.The dangers of drug abuse in the workplace;b.Contractor’s policy of maintaining a drug-free
workplace;c.Any available counseling, rehabilitation, and employeeassistance program; and
d.Penalties that may be imposed upon employees for drugabuse violations.iii.Provide, as required by Government Code Section 8355, subdivision (a)(3),
that every employee that works under this Agreement:i.Will receive a copy of Contractor’s drug-free policy statement, andii. Will agree to abide by the terms of the drug-free policy as a conditionof employment.G.Attend 100% of City organized Encampment Resolution Program coordinatingmeetings.
H.Share Participant Homeless Management Information System (“HMIS”) data (withoutpersonally identifiable information) as part of the City of Carlsbad By Name List.
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I.Maintain a written grievance procedure, including a formal process for Participants toprovide feedback and to resolve conflicts experienced within the program.
J.Comply with all routine monitoring and program audits as requested by City.
K.Complete accurate and thorough documentation in a timely manner. Maintain data oneach program Participant, household, and program milestones and provide requiredreports to City on the 15th day of each month, starting on September 15, 2023. Providequarterly reports by October 15th, January 15th, April 15th and August 15th includingquarterly and cumulative annual data per fiscal year. All reports must be in a format tothe satisfaction of City’s Housing & Homeless Services Department. Contractor willprovide documentation of the following data points:i.Number of unduplicated Participants and households assistedii.Number of contacts (touchpoints)iii.Number and types of interventions and services performediv.Demographic data on Participants
L.Provide City with an accounting of monthly expenditures by the 15th of each month,starting on September 15, 2023. This shall include accompanying documentation for
funds expended, which shall include but not be limited to documentation of timecards,mileage, office supplies, bus fare expenses, and flex funds receipts.
M.Operate within the budget set forth in Exhibit “D.”
1.If there is a possibility that any portion of the total fee payable for the Services
under the Agreement may not be expended by the date of contract termination, Cityand Contractor agree to mutually decide how such excess funds will be reallocatedand fully expended in the budget (Exhibit “D”). In such case, Contractor agrees todraft an amended budget (amended Exhibit “D”) to reallocate the excess funds,which will require a contract amendment subject to approval by the city manager ordesignee.
2.City and Contractor further agree to discuss and mutually determine anynecessary changes to the budget during the lifetime of the Agreement. In the eventof a mutually agreeable budget modification, Contractor agrees to draft an amendedbudget (amended Exhibit “D”), which will require a contract amendment subject to
approval by the city council or city manager or designee, depending on the value andnature of the budget modification.
DocuSign Envelope ID: 414EC1B4-0FDB-4CC2-AABC-3662DE5A98CD
City Attorney Approved Version 12/28/202211
EXHIBIT “B”
(To be attached once fully executed—see Exhibit 1, Attachment B.)
DocuSign Envelope ID: 414EC1B4-0FDB-4CC2-AABC-3662DE5A98CD
1)Authority
Encampment Resolution Funding Program
Round 2, Rolling Disbursement (ERF-2-R)
Standard Agreement
EXHIBIT A
Attachment B
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23-ERF-2-R-10008
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AUTHORITY, PURPOSE, AND SCOPE OF WORK
The State of California has established the Encampment Resolution Funding
Program ("ERF" or "Program") pursuant to Chapter 7 (commencing with Section50250) of Part 1 of Division 31 of the Health and Safety Code. Amended by SB 197
(Statutes of 2022, Chapter 70, Sec.3-8, effective June 30, 2022).
The Program is administered by the California lnteragency Council on
Homelessness ("Cal ICH") in the Business, Consumer Services and Housing
Agency ("Agency"). ERF provides one-time, competitive grant funds to Continuumsof Care and I or Local Jurisdictions as defined below. To date, there have been two
rounds of the Encampment Resolution Funding Program. This Standard Agreement
governs the Rolling Disbursement in Round 2 of the ERF Program ("ERF-2-R"). For
this Standard Agreement, ERF-2-R is synonymous with "ERF" or "Program"." andrefers to programs and grantees under Health and Safety Code 50252.1 (c)(1 ).
This Standard Agreement along with all its exhibits ("Agreement") is entered into by
Cal ICH and a Continuum of Care or a Local Jurisdiction ("Grantee") under theauthority of, and in furtherance of, the purpose of the Program. In signing this
Agreement and thereby accepting this award of funds, the Grantee agrees to comply
with the terms and conditions of this Agreement, the Notice of Funding Availability("NOFA") under which the Grantee applied, the representations contained in
the Grantee's application, Cal ICH guidance or directives, and the requirements
appearing in the statutory authority for the Program cited above.
2)Purpose
As stated in the NOFA, the Program's objective is to fund actionable, personcentered local proposals that resolve the experience of unsheltered homelessnessfor people residing in encampments. Resolving these experiences of homelessness
will necessarily address the safety and wellness of people within encampments,
resolve critical encampment concerns, and transition individuals into interim shelter
with clear pathways to permanent housing or directly into permanent housing, usingdata informed, non-punitive, low-barrier, person-centered, Housing First, and
coordinated approaches. These projects must comply with the principles of Housing
First as defined in Welfare and Institutions Code Section 8255. Proposals maybolster existing, successful models and/or support new approaches that provide safe
stable, and ultimately permanent housing for people experiencing homelessness in
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23-ERF-2-R-10008
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encampments. Expenditures shall be consistent with the legislative intent of the
authorizing statute to ensure the safety and wellness of people experiencing
homelessness in encampments.
3)Definitions
The following Encampment Resolution Funding Program terms are defined in accordance with Health and Safety Code Section 50250, Subdivisions (a) -(I);
(a)"Additional funding round moneys" means moneys appropriated for the program inorafterfiscalyear2022-23.
(b)"Agency" means the Business, Consumer Serv.ices, and Housing Agency.
(c)"Applicant" means a continuum of care or local jurisdiction
(d)"Continuum of Care" has the same meaning as in Section 578.3 of Title 24 of theCode of Federal Regulations.
(e)"Council" means the California lnteragency Council on Homelessness, previously
known as the Homeless Coordinating and Financing Council created pursuant to
Section 8257 of the Welfare and Institutions Code.
(f)"County" includes, but is not limited to, a city and county.
(g)"Funding round 1 moneys" means moneys appropriated for the program in fiscalyear 2021-22.
(h)"Homeless" has the same meaning as in Section 578.3 of Title 24 of the Code ofFederal Regulations.
(i)"Local Jurisdiction" means a city, including a charter city, a county, including a
charter county, or a city and county, including a charter city and county.
U)"Program" means the Encampment Resolution Funding program established
pursuant to this chapter.
(k)"Recipient" means an applicant that receives grant funds from the council for thepurposes of the program.
(I)"State right-of-way" means real property held in title by the State of California
Additional definitions for the purposes of ERF program:
"Grantee" is "a Continuum of Care or a Local Jurisdiction that receives grant funds
from the Council for the purposes of the program. Grantee is synonymous with
"Recipient."
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"Subrecipients" or "Subgrantees" are entities that receive subawards from
"Recipients" or "Grantees" to carry out part of the Program.
"Expended" means all ERF funds obligated under contract or subcontract that have
been fully paid and receipted, and no invoices remain outstanding.
"Obligate" means that the Grantee has placed orders, awarded contracts, receivedservices, or entered into similar transactions that require payment using ERF
funding. Grantees must obligate the funds by the statutory deadlines set forth in this
Exhibit A.
"Cal ICH" is synonymous with "Council".
4)Scope of Work
This Scope of Work identifies the terms and conditions necessary to accomplish the
Program's intended objectives.
As detailed in Exhibit A.2, the Program's objective is to fund grantees to implement
actionable, person-centered local proposals that resolve the experience of unsheltered homelessness for people residing in encampments. Grantees will implement their ERF funded local proposals in compliance with the
terms and conditions of this Agreement, the NOFA under which the Grantee applied,
the representations contained in the Grantee's application, Cal ICH guidance and
directives, and the requirements per the authorizing statute.
Expenditures shall be consistent with the legislative intent of the authorizing statute
to ensure the safety and wellness of people experiencing homelessness in encampments. Permissible eligible uses and activities are detailed below in Exhibit
B, Budget Details and Disbursement Provisions. Prior to fully executing this
agreement, Grantees must standardize their budget using a Cal ICH provided
budget template.
Grantees are expected to be close partners with Cal ICH. This means timely andaccurate reporting, candid communication of successes and challenges, and availability of persons, information, or materials.
Quarterly reporting requirements are detailed below in Exhibit 0.4. Reporting,
Evaluation, and Audits.
Fiscal deadlines are detailed below in Exhibit A.6. Effective Date, Term of
Agreement, and Deadlines.
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Grantees shall complete a Final Work Product (As detailed below in Exhibit A.6.d.)
and participate in a program evaluation regarding their implementation of ERF awards. To support this effort, Cal ICH will make Technical Assistance available.
Cal ICH maintains sole authority to determine if a Grantee is acting in compliance
with the program objectives and may direct Grantees to take specified actions or riskbreach of this Agreement. Grantees will be provided reasonable notice and
Cal ICH's discretion in making these determinations are absolute and final.
5)Cal ICH Contract Coordinator
Cal ICH's Contract Coordinator for this Agreement is the Council's Grant
Development Section Chief or the Grant Development Section Chiefs designee. Unless otherwise instructed, any communication shall be conducted through email tothe Cal ICH Contractor Coordinator or their designee. If documents require an
original signature, the strongly preferred form is an e-Signature in accordance with
the Uniform Electronic Transactions Act (UETA). If an Awardee is unwilling or unableto sign a document electronically, Agency shall accept wet or original signed
documents. These documents containing wet signatures should be both mailed to
Cal ICH and scanned and emailed as instructed. State law or policy may require theuse of wet signatures for specific documents. The Representatives during the term
of this Agreement will be:
PROGRAM GRANTEE
ENTITY: Business, Consumer Services City of Carlsbadand Housing Agency
California lnteragency Council on
SECTION/UNIT: Homelessness(Cal ICH)
ADDRESS: 801 Capital Mall, 6th floor 3096 Harding Street
Sacramento, CA, 95814 Carlsbad, CA 92008
CONTRACT Jeannie McKendry Chris ShillingCOORDINATOR
PHONE (916)510-9446 (442) 339-2284NUMBER:
EMAIL Jeannie.McKend[YC@.bcsh.ca.gov chris.shilling@carlsbadca.govADDRESS: and calichgrants(@.bcsh.ca.gov
The Council reserves the right to change their Cal ICH Contractor Coordinator,
designee, and/ or contact information at any time with reasonable notice to the
Grantee.
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23-ERF-2-R-10008 Page 5 of 23
All requests to update the Grantee information listed within this Agreement shall be
emailed to Cal ICH grant's general email box at calichgrants@bcsh.ca.gov.
Notice to either party may be given by email. Such notice shall be effective when
received as indicated on email. Changes to Cal ICH Contractor Coordinator,
designee, and / or contact information or grantee information can be made without
a formal amendment, approved by DGS.
6)Effective Date. Term of Agreement. and Deadlines
a)This Agreement is effective upon execution by Cal ICH, which includes signature
from the Grantee and Cal ICH. This is indicated by the Cal ICH provided
signature and date on the second page of the accompanying STD. 213, Standard
Agreement.
b)Performance shall start no later than 30 days, or on the express date set by CalICH and the Grantees, after all approvals have been obtained and the GrantAgreement is fully executed. Should the Grantee fail to commence work at the
agreed upon time, Cal ICH, upon five (5) days written notice to the grantee,
reserves the right to terminate the Agreement.
c)Grantees will continue to perform until the Agreement is terminated, including
data reporting and participation in program evaluation activities, as needed.
d)This Agreement will terminate on March 31, 2027.
Grantees shall submit a Final Work Product by September 30, 2026. The FinalWork Product will include programmatic and fiscal data and ·a narrative on the
outputs and outcomes of the program on a reporting template to be provided by
Cal ICH.
Cal ICH will review submitted Final Work Products and collaborate with Granteesto cure any deficiencies by March 31, 2027.
Grantees are expected to continue performing until March 31, 2027. This means
timely and accurate reporting, candid communication of success or
shortcomings, and availability of persons, information, or materials.
e)Expenditure and Obligation Deadlines:
i.Grantees shall expend no less than 50 percent and obligate 100 percent of
Program funds by June 30, 2024.
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23-ERF-2-R-10008 Page 6 of 23
ii.Grantees that have not obligated 100 percent of their Program funds by
June 30, 2024, shall submit an alternative disbursement plan to Cal ICH for
approval no later than July 30, 2024. This alternative disbursement plan
should detail the explanation for the delay and plans for all future obligations
and expenditures.
iii.Grantees not meeting the requirements outlined in (i) may be subject to
additional corrective action, as determined by Cal ICH.
iv.All Program funds (100 percent) shall be expended by June 30, 2026. Any
funds not expended by this date shall revert to the fund of origin pursuant to
HSC Section 50253(e)(5).· ·
7)Special Conditions
Cal ICH maintains sole authority to determine if a Grantee is acting in compliancewith the program objectives and may direct Grantees to take specified actions or risk
breach of this Agreement. Grantees will be provided reasonable notice and Cal
ICH's discretion in making these determinations are absolute and final.
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Encampment Resolution Funding Program Standard Agreement
EXHIBIT B
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BUDGET DETAIL and DISBURSEMENT PROVISIONS
1)General Conditions Prior to Disbursement
All Grantees must submit the following completed forms prior to ERF beingreleased:
•Request for Funds Form ("RFF")•STD 213 Standard Agreement form and initialed Exhibits A through E
•STD 204 Payee Data Record or Government Agency Taxpayer ID Form
2)Disbursement of Funds
ERF will be disbursed to the Grantee upon receipt, review and approval of thecompleted Standard Agreement and RFF by Cal ICH, the Department of General
Services (DGS), and the State Controller's Office (SCO).
The RFF must include the total amount of Program funds proposed to be expended.
The ERF will be disbursed in one allocation via mailed check once the RFF has
been received by the SCO. Checks will be mailed to the address and contact name
listed on the RFF.
3)Budget Details and Expenditure of Funds
The Grantee shall expend Program funds on eligible uses and activities
as detailed in the submitted standardized budget. Cal ICH reserves the right to direct
specific line-item changes in the originally submitted Application budget or
subsequently submitted standardized budgets.
a)Budget Changes
i)Process:
Budget modification requests should be made as part of the quarterly report
process. These requests will be reviewed in the first week after quarterly
reports are received. Cal ICH may consider budget change requests outside
of this process, through email as needed due to documented, exigent
circumstances. Grantees carry the burden to anticipate foreseeable budget
change requests and should plan accordingly.
Cal ICH reserves the right to amend or adjust this process as necessary.
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ii)Conditions requiring a budget modification request:
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23-ERF-2-R-10008 Page 8 of 23
Changes may be made to the timing (e.g., fiscal year) of eligible useexpenditures without prior approval by Cal ICH so long as the total
expenditures (actual and projected) for each eligible use category remain the
same as approved in the standardized budget.
Any decrease or increase to the total expenditures for any eligible use
category must be approved by Cal ICH's Grant Development Section Chief or
their designee, in writing, before the Grantee may expend Program fundsaccording to an alternative standardized budget. The Grant Development
Section Chief will respond to Grantee with approval or denial of
request. Failure to obtain written approval from Cal ICH as required by this
section may be considered a breach of this Agreement. A breach of thisagreement may result in remedies listed below in Exhibit D.6. Breach and
Remedies.
Regardless of an increase or decrease of an expenditure amount, any
significant or material programmatic or fiscal change as considered by a
reasonable project manager should be submitted to Cal ICH for approval.
b)Eligible Uses
Eligible uses and activities must be consistent with HSC Sections 50250 -50254, other applicable laws, the terms and conditions of this Agreement, Cal
ICH guidance or directives, the NOFA under which the Grantee applied,
representations contained in the Grantee's application, and the Purpose of the
Program as detailed in Exhibit A.2. Purpose.
Eligible uses and activities include, but are not limited to, the following:
Rapid Rehousing: Rapid rehousing, including housing identification services,
rental subsidies, security deposits, incentives to landlords, and holding fees foreligible persons, housing search assistance, case management and facilitateaccess to other community-based services.
Operating Subsidies: Operating subsidies in new and existing affordable or
supportive housing units, emergency shelters, and navigation centers. Operating
subsidies may include operating reserves.
Street Outreach: Street outreach to assist eligible persons to access crisis
services, interim housing options, and permanent housing and services. ServicesCoordination Services coordination, which may include access to workforce,education, and training programs, or other services needed to improve and
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promote housing stability for eligible persons, as well as direct case management
services being provided to persons.
Systems Support: Systems support for activities that improve, strengthen,
augment, complement, and/or are necessary to create regional partnerships and
a homeless services and housing delivery system that resolves persons'
experiences of unsheltered homelessness.
Delivery of Permanent Housing: Delivery of permanent housing and innovative
housing solutions, such as unit conversions that are well suited for eligible
persons.
Prevention and Shelter Diversion: Prevention and shelter diversion to
permanent housing, including flexible forms of financial assistance, problem
solving assistance, and other services to prevent people that have been placed
into permanent housing from losing their housing and falling back into
unsheltered homelessness. This category is only available to serve people who
were formerly residing in the prioritized ERF encampment site.
Interim Sheltering: Interim sheltering, limited to newly developed clinically
enhanced congregate shelters, new or existing non-congregate shelters, and
operations of existing navigation centers and shelters based on demonstrated
need that are well suited for eligible persons.
Improvements to Existing Emergency Shelters: Improvements to existing
emergency shelters to lower barriers, increase privacy, better address the needs
of eligible persons, and improve outcomes and exits to permanent housing.
Administration: up to 5% of awarded Program funds may be applied to
administrative costs.
Program funds shall not be expended on Site Restoration or other Ineligible
Costs as detailed immediately below.
4)Ineligible Costs
ERF shall not be used for costs associated with activities in violation, conflict, or
inconsistent with HSC Sections 50250 -50254, other applicable laws, the terms and
conditions of this Agreement, Cal ICH guidance or directives, the NOFA under which
the Grantee applied, representations contained in the Grantee's application, and the
Purpose of the Program as detailed in Exhibit A.2. Purpose.
Costs shall not be used for any use or activity that is in violation, conflict, or
inconsistent with the legislative intent of the authorizing statute to ensure the safety
and wellness of people experiencing homelessness in encampments.
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Moreover, no parties to this contract nor their agents shall directly or indirectly use
ERF awards for any use or activity that is in violation, conflict, or inconsistent with the legislative intent of the authorizing statute to ensure the safety and wellness of
people experiencing homelessness in encampments. ERF funded activities that
cause a traumatic effect are inconsistent with ensuring the safety and wellness of
people experiencing homelessness in encampments.
Cal ICH, at its sole and absolute discretion, shall make the final determination regarding the allowability of ERF expenditures.
Cal ICH reserves the right to request additional clarifying information to determine
the reasonableness and eligibility of all uses of the funds made available by this Agreement. If the Grantee or its funded subrecipients use ERF funds to pay for ineligible activities, the Grantee shall be required to reimburse these funds to Cal
ICH at an amount and timeframe determined by Cal ICH.
An expenditure which is not authorized by this Agreement, or by written approval of
Cal ICH, or which cannot be adequately documented, shall be disallowed, and
must be reimbursed to Cal ICH by the Grantee at an amount and timeframe determined by Cal ICH.
Program funds shall not be used to supplant existing local funds for homeless
housing, assistance, prevention, or encampment resolution including site restoration or waste management.
Unless expressly approved by Cal ICH in writing reimbursements are not permitted for any Program expenditures prior to this Agreement's date of execution.
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Encampment Resolution Funding Program
Standard Agreement
EXHIBIT C
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STATE OF CALIFORNIA GENERAL TERMS AND CONDITIONS
This exhibit is incorporated by reference and made part of this agreement. The General
Terms and Conditions (GTC 04/2017) can be viewed at the following link:
https://www.dgs.ca.gov/-/media/Divisions/OLS/Resources/GTC-April-2017-FI NALapril2017 .pdf?la=en&hash=3A64979F777D5B9D35309433EE81969FD69052D2
In the interpretation of this Agreement, any inconsistencies between the State of California General Terms and Conditions (GTC -04/2017) and the terms of this
Agreement and its exhibits/attachments shall be resolved in favor of this Agreement and
its exhibits/attachments.
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Encampment Resolution Funding Program
Standard Agreement
EXHIBIT D
GENERAL TERMS AND CONDITIONS
1)Termination and Sufficiency of Funds
a)Termination of Agreement
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Cal ICH may terminate this Agreement at any time for cause by giving aminimum of 14 days' notice of termination, in writing, to the Grantee. Cause shallconsist of violations of any conditions of this Agreement, any breach of contract
as described in paragraph 6 of this Exhibit D; violation of any federal
or state laws; or withdrawal of Cal ICH's expenditure authority. Upon terminationof this Agreement, unless otherwise approved in writing by Cal ICH, any
unexpended funds received by the Grantee shall be returned to Cal ICH
within 30 days of Cal IC H's specified date of termination.
b)Sufficiency of Funds
This Agreement is valid and enforceable only if sufficient funds are madeavailable to Cal ICH by legislative appropriation. In addition, this Agreement issubject to any additional restrictions, limitations or conditions, or statutes,
regulations or any other laws, whether federal or those of the State of California,
or of any agency, department, or any political subdivision of the federal or Stateof California governments, which may affect the provisions, terms or funding of
this Agreement in any manner.
2)Transfers
Grantee may not transfer or assign by subcontract or novation, or by any other
means, the rights, duties, or performance of this Agreement or any part thereof,except as allowed within Exhibit D.12. (Special Conditions- Grantees/Sub Grantee)or with the prior written approval of Cal ICH and a formal amendment to thisAgreement to affect such subcontract or novation.
3)Grantee's Application for Funds
Grantee submitted a standardized budget to Cal ICH as part of their application forthe Program.
Grantee warrants that all information, facts, assertions and representationscontained in the application and approved modifications and additions thereto aretrue, correct, and complete to the best of Grantee's knowledge. In the event that any
City of Carlsbad 23-ERF-2-R-10008
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part of the application and any approved modification and addition thereto is untrue, incorrect, incomplete, or misleading in such a manner that would substantially affect
Cal ICH approval, disbursement, or monitoring of the funding and the grants or
activities governed by this Agreement, then Cal ICH may declare a breach of this
Agreement and take such action or pursue such remedies as are legally available.
4)Reporting, Evaluation, and Audits
a)Reporting Requirements
i.Timing and Format of Reports.
Grantee is required to provide Cal-fCH or its agents with all data andoutcomes that may inform an assessment of the funded proposal. Grantees
shall report quarterly and have one Final Work Product submitted prior to
this Agreement's termination.
The quarterly reports shall be submitted on a template to be provided by Cal
ICH at least 90 days prior to the first reporting deadline. Cal ICH mayrequest interim reports as needed and will provide no less than 30 days'notice to Grantees.
ii.Required Data
Grantees will be required to provide:
•Outreach and service path data at the anonymized, individual level;
•Current housing status of persons served in the aggregate;•Status of funding as presented in the Cal ICH approved, standardizedbudget; and•Continued confirmation that projects receiving ERF funds are populated
timely into HMIS and use Cal ICH supplied funding codes.
Cal ICH's discretion in identifying which information shall be included in
these reports is final.
Pursuant to HSC Section 50254, grantees shall provide data elements, including, but not limited to, health information, in a manner consistent with
state and federal law, to their local Homeless Management Information
System for tracking in the statewide Homeless Data Integration System.
Pursuant to HSC Section 50254(b)(3), Grantees shall report individual,
client-level data for persons served by grant funding to the council, in
addition to any data reported through local Homeless Management Information System, as required by the council for the purposes of research
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23-ERF-2-R-10008Page 14 of 23
and evaluation of grant performance, service pathways, and outcomes for
people served.
Grantees shall comply with the data entry requirements of AB977, located at
Welfare and Institutions Code section 8256(d).
iii.Cal ICH usage of Reports
Pursuant to HSC Section 50254(b)(4), Council staff may use information
reported directly from grantees and through statewide Homeless Data
Integration System for the purposes of research and evaluation of grantperformance, service pathways, and outcomes for people served.
iv.Failure to Report
If the Grantee fails to provide any such report, Cal ICH may recapture any
portion of the amount authorized by this Agreement with a 14-day written
notification.
b)Evaluation
i.At Cal ICH's discretion, Grantees shall partidpate in a program evaluationregarding their implementation of ERF awards. To support this effort, CalICH will contract a third party to complete the evaluation.
ii.Grantees are expected to be close partners with Cal ICH for this program
evaluation and for all evaluative aspects of this Program. This means timelyand accurate reporting, candid communication of success or challenges,
and availability of persons, information, or materials. More specifically,
Grantees must cooperate with Cal ICH or its designee as reasonably
required to implement an evaluation plan. This includes providing or
facilitating the collection of data and materials as reasonably requested by
Cal ICH or its designee.
iii.For the purpose of evaluation, Cal ICH or its designee may visit sites related
to the project and film, tape, photograph, interview, and otherwise document
Grantee's operations during normal business hours and with reasonable
advance notice. Cal ICH will comply with Grantee's site visit terms during
any site visits.
iv.Grantees should maintain active data, documents, and filings in anticipation
of this evaluation. Special care should be taken to organize and preserveinternal work products that guided implementation by the Grantee or
subgrantee.
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v.Grantees shall notify Cal ICH and provide copies of any reports or findings if
Grantee conducts or commissions any third-party research or evaluation
regarding their funded project.
vi.All terms and conditions that apply to reporting similarly apply to evaluation.
c)Auditing
Cal ICH reserves the right to perform or cause to be performed a financial audit.
At Cal ICH request, the Grantee shall provide, at its own expense, a financialaudit prepared by a certified public accountant. Should an audit be required, the
Grantee shall adhere to the following conditions:
i)The audit shall be performed by an independent certified public accountant.
ii)The Grantee shall notify Cal ICH of the auditor's name and address
immediately after the selection has been made. The contract for the audit
shall allow access by Cal ICH to the independent auditor's working papers.
iii)The Grantee is responsible for the completion of audits and all costs of
preparing audits.
iv)If there are audit findings, the Grantee must submit a detailed response
acceptable to Cal ICH for each audit finding within 90 days from the date of
the audit finding report.
5)Inspection and Retention of Records
a)Record Inspection
Cal ICH or its designee shall have the right to review, obtain, and copy all
records and supporting documentation pertaining to performance under thisAgreement. The Grantee agrees to provide Cal ICH, or its designee, with any
relevant information requested. The Grantee agrees to give Cal ICH or its
designee access to its premises, upon reasonable notice and during normal
business hours, for the purpose of interviewing employees who might reasonably
have information related to such records, and of inspecting and copying such
books, records, accounts, and other materials that may be relevant to
an investigation of compliance with the ERF laws, Cal ICH guidance or
directives, and this Agreement.
b)Record Retention
The Grantee further agrees to retain all records described in subparagraph A for
a minimum period offive (5) years after the termination of this Agreement.
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If any litigation, claim, negotiation, audit, monitoring, inspection, or other action
has been commenced before the expiration of the required record retention
period, all records must be retained until completion of the action and resolution of all issues which arise from it.
c)Public Records Act
The grantees' final HHAP-4 application, this contract, and other documents
related to the grant are considered public records, which are available for public
viewing pursuant to the California Public Records Act.
6)Breach and Remedies
a)Breach of Agreement
Breach of this Agreement includes, but is not limited to, the following events:
i.Grantee's failure to comply with the terms or conditions of this Agreement.
ii.Use of, or permitting the use of, Program funds provided under thisAgreement for any ineligible activities.
iii.Any failure to comply with the deadlines set forth in this Agreement.
b)Remedies for Breach of Agreement
In addition to any other remedies that may be available to Cal ICH in law orequity for breach of this Agreement, Cal ICH may:
i.Conduct a program monitoring which will include a corrective action plan
(CAP) with findings, remedies, and timelines for resolving the findings.
ii.Bar the Grantee from applying for future ERF funds;
iii.Revoke any other existing ERF award(s) to the Grantee;
iv.Require the return of any unexpended ERF funds disbursed under this
Agreement;
v.Require repayment of ERF funds disbursed and expended under this
Agreement;
vi.Require the immediate return to Cal ICH of all funds derived from the use of
ERF
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vii.Seek, in a court of competent jurisdiction, an order for specific performance
of the defaulted obligation or participation in the technical assistance inaccordance with ERF requirements.
c)All remedies available to Cal ICH are cumulative and not exclusive.
d)Cal ICH may give written notice to the Grantee to cure the breach or
violation within a period of not less than 14 days.
7)Waivers
No waiver of any breach of this Agreement shall be held to be a waiver of any prior
or subsequent breach. The failure of Cal ICH to enforce at any time the provisions ofthis Agreement, or to require. at any time, performance by the Grantee of these
provisions, shall in no way be construed to be a waiver of such provisions nor to
affect the validity of this Agreement or the right of Cal ICH to enforcethese provisions.
8)Nondiscrimination
During the performance of this Agreement, Grantee and its subrecipients shall notunlawfully discriminate, harass, or allow harassment against any employee or
applicant for employment because of sex (gender), sexual orientation, gender
identity, gender expression, race, color, ancestry, religion, creed, national origin(including language use restriction), pregnancy, physical disability (including HIV and
AIDS), mental disability, medical condition (cancer/genetic characteristics), age
(over 40), genetic information, marital status, military and veteran status, denial ofmedical and family care leave or pregnancy disability leave, or any othercharacteristic protected by state or federal law. Grantees and Sub grantees shall
ensure that the evaluation and treatment of their employees and applicants for
employment are free from such discrimination and harassment. Grantee andits subrecipients shall comply with the provisions of California's laws againstdiscriminatory practices relating to specific groups: the California Fair Employmentand Housing Act (FEHA) (Gov. Code, Section 12900 et seq.); the regulationspromulgated thereunder (Cal. Code Regs., tit. 2, Section 11000 et seq.); and the
provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government
Code (Gov. Code, Section 11135 -11139.5). Grantee and its subrecipients shall
give written notice of their obligations under this clause to labor organizations withwhich they have a collective bargaining or other agreement.
9)Conflict of Interest
All Grantees are subject to state and federal conflict of interest laws. Failure to
comply with these laws, including business and financial disclosure provisions, will
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23-ERF-2-R-10008
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result in the application being rejected and any subsequent contract being declared void. Other legal action may also be taken. Additional applicable statutes include,
but are not limited to, Government Code Section 1090 and Public Contract Code
Sections.10410 and 10411.
a)Current State Employees: No State officer or employee shall engage in any
employment, activity, or enterprise from which the officer or employee receives
compensation or has a financial interest, and which is sponsored or funded byany State agency, unless the employment, activity, or enterprise is required as a
condition of regular State employment. No State officer or employee shall
contract on his or her own behalf as an independent Grantee with any Stateagency to provide goods or services.
b)Former State Employees: For the two-year period from the date he or she left
State employment, no former State officer or employee may enter into a contractin which he or she engaged in any of the negotiations, transactions, planning,arrangements, or any part of the decision-making process relevant to the
contract while employed in any capacity by any State agency. For the twelve
month period from the date he or she left State employment, no former Stateofficer or employee may enter into a contract with any State agency if he or she
was employed by that State agency in a policy-making position in the same
general subject area as the proposed contract within the twelve-month periodprior to his or her leaving State service.
c)Employees of the Grantee: Employees of the Grantee shall comply with all
applicable provisions of law pertaining to conflicts of interest, including but not
limited to any applicable conflict of interest provisions of the Political ReformAct of 1974 (Gov. Code, Section 81000 et seq.).
d)Representatives of a County: A representative of a county serving on a board,committee, or body with the primary purpose of administering funds or making
funding recommendations for applications pursuant to this chapter shall have no
financial interest in any contract, program, or project voted on by the board,committee, or body on the basis of the receipt of compensation for holding publicoffice or public employment as a representative of the county.
10)Drug-Free Workplace Certification
Certification of Compliance: By signing this Agreement, Grantee hereby certifies,
under penalty of perjury under the laws of State of California, that it and its
sub recipients will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code, Section 8350 et seq.) and have or will provide a drug-free
workplace by taking the following actions:
Initial Here�
City of Carlsbad 23-ERF-2-R-10008 Page 19 of 23 Publish a statement notifying employees and subrecipients that unlawful manufacture distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees, Grantees, or subrecipients for violations, as required by Government Code Section 8355, subdivision (a)(1 ). a)Establish a Drug-Free Awareness Program, as required by Government CodeSection 8355, subdivision (a)(2) to inform employees, Grantees, orsubrecipients about all of the following:i.The dangers of drug abuse in the workplace;ii.Grantee's policy of maintaining a drug-free workplace;iii.Any available counseling, rehabilitation, and employee assistance program;andiv.Penalties that may be imposed upon employees, Grantees, andsubrecipients for drug abuse violations.b)Provide, as required by Government Code Section 8355, subdivision (a)(3), thatevery employee and/or subrecipient that works under this Agreement:i.Will receive a copy of Grantee's drug-free policy statement, andii.Will agree to abide by terms of Grantee's condition of employment orsubcontract. 11)Child Support Compliance ActFor any Contract Agreement in excess of $100,000, the Grantee acknowledges inaccordance with Public Contract Code 7110, that:a)The Grantee recognizes the importance of child and family support obligationsand shall fully comply with all applicable state and federal laws relating to childand family support enforcement, including, but not limited to, disclosure ofinformation and compliance with earnings assignment orders, as provided inChapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the FamilyCode;andb)The Grantee, to the best of its knowledge is fully complying with the earningsassignment orders of all employees and is providing the names of all newemployees to the New Hire Registry maintained by the California EmploymentDevelopment Department.
12)Special Conditions -Grantees/Subgrantee
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23-ERF-2-R-10008
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The Grantee agrees to comply with all conditions of this Agreement including
the Special Conditions set forth in Exhibit E. These conditions shall be met to the
satisfaction of Cal ICH prior to disbursement of funds. The Grantee shall ensure thatall Subgrantees are made aware of and agree to comply with all the conditions ofthis Agreement and the applicable State requirements governing the use of ERF.
Failure to comply with these conditions may result in termination of this Agreement.
a)The Agreement between the Grantee and any Subgrantee shall require
the Grantee and its Subgrantees, if any, to:
i.Perform the work in accordance with Federal, State and Local housing and
building codes, as applicable.
ii.Maintain at least the minimum State-required worker's compensation forthose employees who will perform the work or any part of it.
iii.Maintain, as required by law, unemployment insurance, disability insurance,
and liability insurance in an amount that is reasonable to compensate any
person, firm or corporation who may be injured or damaged by the Grantee or
any Subgrantee in performing the Work or any part of it.
iv.Agree to include and enforce all the terms of this Agreement in each
subcontract.
13)Compliance with State and Federal Laws, Rules, Guidelines and Regulations
The Grantee agrees to comply with all state and federal laws, rules and regulations
that pertain to construction, health and safety, labor, fair employment practices,
environmental protection, equal opportunity, fair housing, and all other matters
applicable and/or related to the ERF program, the Grantee, its subrecipients, and all
eligible activities.
Grantee shall also be responsible for obtaining any and all permits, licenses, and
approvals required for performing any activities under this Agreement, includingthose necessary to perform design, construction, or operation and maintenance ofthe activities. Grantee shall be responsible for observing and complying with anyapplicable federal, state, and local laws, rules or regulations affecting any such work,
specifically those including, but not limited to, environmental protection,
procurement, and safety laws, rules, regulations, and ordinances. Grantee shallprovide copies of permits and approvals to Cal ICH upon request.
Initial Her�
14)Inspections
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23-ERF-2-R-10008 Page 21 of 23
a)Grantee shall inspect any work performed hereunder to ensure that the work isbeing and has been performed in accordance with the applicable federal, state
and/or local requirements, and this Agreement.
b)Cal ICH reserves the right to inspect any work performed hereunder to ensurethat the work is being and has been performed in accordance with theapplicable federal, state and/or local requirements, and this Agreement.
c)Grantee agrees to require that all work that is determined based on suchinspections not to conform to the applicable requirements be corrected and towithhold payments to the subrecipient until it is corrected.
15)Litigation
a)If any provision of this Agreement, or an underlying obligation, is held invalid by
a court of competent jurisdiction, such invalidity, at the sole discretion of CalICH, shall not affect any other provisions of this Agreement and the remainder ofthis Agreement shall remain in full force and effect. Therefore, the provisions of
this Agreement are and shall be deemed severable.
b)The Grantee shall notify Cal ICH immediately of ar.,y claim or action undertakenby or against it, which affects or may affect this Agreement or Cal ICH, and shalltake such action with respect to the claim or action as is consistent with the
terms of this Agreement and the interests of Cal ICH.
Encampment Resolution Funding Program
Standard Agreement
EXHIBIT E
SPECIAL TERMS AND CONDITIONS
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Page 22 of 23
1)All proceeds from any interest-bearing account established by the Grantee for thedeposit of funds, along with any interest-bearing accounts opened by subr�cipients
to the Grantee for the deposit of funds, must be used for eligible activities and
reported on as required by Cal ICH.
2)Grantee shall utilize its local Homeless Management Information System (HMIS) totrack ERF projects, services, and clients served. Grantee will ensure that HMIS data
are collected in accordance with applicable laws and in such a way as to identify
individual projects, services,. and clients that are supported byfunding (e.g., by creating appropriate -ERF specific funding sources and project
codes in HMIS}.
3)Grantee shall participate in and provide data elements, including, but not limited to,health information, in a manner consistent with federal law, to the statewide
Homeless Management Information System (known as the Homeless Data
Integration System or "HDIS"), in accordance with their existing Data Use
Agreement entered into with the Council, if any, and as required by Health and
Safety Code Section 50254. Any health information provided to, or maintained
within, the statewide Homeless Management Information System shall not be
subject to public inspection or disclosure under the California Public Records Act(Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the
Government Code). For purposes of this paragraph, "health information" means
"protected health information," as defined in Part 160.103 of Title 45 of the Code of
Federal Regulations, and "medical information," as defined in subdivision U) ofSection 56.05 of the Civil Code. The Council may, as required by operational
necessity, amend or modify required data elements, disclosure formats, or
disclosure frequency. Additionally, the Council, at its discretion, may provide
Grantee with aggregate reports and analytics of the data Grantee submits to HDIS insupport of the Purpose of this Agreement and the existing Data Use Agreement.
4)Grantee agrees to accept technical assistance as directed by Cal ICH or by acontracted technical assistance provider acting on behalf of Cal ICH. Grantee willreport to Cal ICH on programmatic changes the Grantee will make as a result of thetechnical assistance and in support of their grant goals.
5)Grantee should establish a mechanism for people with lived experience ofhomelessness to have meaningful and purposeful opportunities to inform and shape
all levels of planning and implementation, including through opportunities to hire
people with lived experience.
Initial Her�
City of Carlsbad 23-ERF-2-R-10008
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6)Cal ICH maintains sole authority to determine if a Grantee is acting in compliancewith the program objectives and may direct grantees to take specified actions or risk
breach of this Agreement. Grantees will be provided reasonable notice and Cal
ICH's discretion in making these determinations are absolute and final.
City Attorney Approved Version 12/28/202212
EXHIBIT “C”
DocuSign Envelope ID: 414EC1B4-0FDB-4CC2-AABC-3662DE5A98CD
City Attorney Approved Version 12/28/202213
EXHIBIT “D”
ITEM BUDGET DESCRIPTION
Staff 117,000.00 Provide outreach medical services.
Fringe Benefits- 30%35,100.00 Healthcare and other benefits for personnel.
152,100.00$
Operating Costs 7,996.43
Operating costs such as cell phones, mileage, ink, printer, paper, pens,
meeting space, etc.
Administrative costs at 5% 8,004.82 Administrative costs at 5%
16,001.25$
168,101.25$
DocuSign Envelope ID: 414EC1B4-0FDB-4CC2-AABC-3662DE5A98CD