Press Alt + R to read the document text or Alt + P to download or print.

No preview available

The URL can be used to link to this page

Home My WebLink About2000-130 RESOLUTION NO. 2000-130 2 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL APPROVING AND AUTHORIZING (1) THE ALLOCATION OF EMERGENCY SHELTER GRANT (ESG) FUNDS TO MARY'S MERCY CENTER, INC., OPTION HOUSE, INC., SALVATION ARMY AND FRAZEE COMMUNITY CENTER (THE "SUBRECIPIENTS") AND (2) EXECUTION OF THE STANDARD ESG AGREEMENTS BY THE MAYOR (OR HER DESIGNEE), AS PREPARED AND APPROVED BY THE CITY ATTORNEY 4 5 6 7 8 9 SECTION I. That the Mayor and Common Council hereby approve and authorize a 10 11 allocation of Emergency Shelter Grant (ESG) funds to Mary's Mercy Center ($17,494), Optio House, Inc. ($33,542), Frazee Community Center ($22,773), and Salvation Army ($64,191); and 12 SECTION 2. That the Mayor or her designee is hereby authorized to execute th i3 standard ESG Agreement as prepared and approved by the City Attorney, a copy of which is 0 SECTION 3. The authorization to execute the above referenced Agreements i 14 file with the City Clerk, and incorporated herein by reference as though fully set forth at length. 15 16 rescinded if the parties to the Agreements fail to execute it within ninety (90) days of the passag 17 of this Resolution. 18 fill 19 fill 20 fill 21 fill 22 fill 23 fill 24 fill 25 fill -1- 06105/00 Reso-ESG Agmts 2000 r - I 2000-130 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL APPROVING AND AUTHORIZING (I) THE ALLOCATION OF EMERGENCY SHELTER GRANT (ESG) FUNDS TO MARY'S MERCY CENTER, INC., OPTION HOUSE, INC., SALVATION ARMY AND FRAZEE COMMUNITY CENTER (THE "SUB RECIPIENTS") AND (2) EXECUTION OF THE STANDARD ESG AGREEMENTS BY THE MAYOR (OR HER DESIGNEE), AS PREPARED AND APPROVED BY THE CITY ATTORNEY 3 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a Joint Regular meeting thereof, held 7 on the 5th , 2000, by the following vote to wit: June day of 8 Council Members: Aves Nays Abstain Absent ESTRADA ~ LIEN x MCGINNIS ~ SCHNETZ x - SUAREZ x ANDERSON x MC CAMMACK x ~~ Ja.~ Cit lerk 9 10 11 12 13 14 15 16 17 The foregoing resolution is hereby approved this 2tJv day of June ,2000. 18 19 20 21 22 Approved as to form and Legal Content: 23 James F. Penman City Attorney BY:~ ~ , ) "'.. ~J f <-l1A l c.o....~ 24 25 -2- 06/05/00 Reso-ESG Agmts 2000 -, AGREEMENT FOR USE OF EMERGENCY SHELTER GRANT FUNDS THIS AGREEMENT, entered in this 5th day of June, 2000 by and between the CITY OF SAN BERNARDINO, (hereinafter referred to as "CITY") and Marv's Mercv Center, a California non-profit corporation, (hereinafter referred to as "SUBRECIPIENT"); WITNESSETH WHEREAS, pursuant to Subtitle "B" of the Stewart B. McKinney Homeless Assistance Act of 1987 (Public Law 100-77), (hereinafter referred to as the "Act"), CITY has been awarded Emergency Shelter Grant Program ("ESGP") funds which are to be used to improve the quality of existing emergency shelters for the homeless, to help make available additional emergency shelters, and to help meet the costs of operating emergency shelters and of providing certain essential social services to homeless individuals, and; WHEREAS, CITY has authorized the City of San Bernardino Economic Development Agency (EDA) to contract with non-profit corporations for the use of ESGP funds to provide various services for homeless individuals, and; WHEREAS, SUB RECIPIENT as a non-profit corporation, is eligible under the "Act" to receive ESGP funds to provide those services as described herein. NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. Term. The term of this Agreement shall be for a period commencing on July 1, 2000, and terminating on June 30, 2001, or as otherwise provided for in Paragraph 5 herein. 2. Scope of Services. SUBRECIPIENT promises and agrees to provide certain emergency shelter grant program services for homeless persons by utilizing the sum of Seventeen Thousand. Four Hundred and Ninety-Four Dollars ($17,494) in ESGP funds, as set forth in the manner provided in Exhibit "A" which is attached hereto, and by this reference, incorporated herein. SUB RECIPIENT shall also provide homeless individuals with assistance in obtaining (i) appropriate supportive services, including permanent housing, physical and mental health treatment, counseling, supervision, and other services essential for achieving independent living, and; (ii) other federal, state, local and private assistance provided hereunder shall be in full conformity with the "Act", and any amendments thereto, and the federal regulations and guidelines now, or hereinafter enacted pursuant to the "Act". 3. Matching Funds. SUB RECIPIENT must supplement its emergency shelter grant amounts with an equal amount of funds from sources other than those provided herein and from non-federal 1 P:lCIeriaoI Scrvicel DepMblSibau.\ESG AmIlIEs(] AGREEMENT OO-Mary'uloc sources. These funds must be provided after the date of the grant award to the SUBRECIPIENT. SUBRECIPIENT may comply with this requirement by providing the supplemental funds itself, or voluntary efforts or gifts in kind provided to SUBRECIPIENT, as appropriate. 4. Calculatinl!: the Matchinl!: Amount. In calculating the amount of supplemental funds, there may be included the value of any donated material or building( s), the value of the lease( s) on the building( s); any salary paid to staff of the SUBRECIPIENT, or to any State or non-profit recipient, as appropriate, in carrying out the Emergency Shelter Grant Program; and the time and services contributed by volunteers to carry out the ESGP, determined at the rate of $5.00 per hour. For purposes of this Paragraph 4, the SUB RECIPIENT, upon written concurrence of the Executive Director of EDA ("Administrator"), will determine the value of any donated material or building(s), or any lease(s), or furnishings and equipment using any method reasonably calculated to establish a fair market value. 5. Termination. (a) Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. (b) Notwithstanding the provisions of Paragraph 5(a), EDA may suspend or terminate this Agreement forthwith for cause, upon written notice to SUB RECIPIENT of the action being taken. Cause shall be established, (i) in the event SUBRECIPIENT fails to perform the covenants herein contained; (ii) in the event there is a conflict with any federal, state or local law , ordinance, regulation or rule rendering any of the provisions of this Agreement invalid or untenable, or; (iii) in the event the funding from the United States Department of Housing and Urban Development (HUD), referred to in the recitals herein, is reduced, terminated or otherwise becomes unavailable. EDA shall provide written notice to SUBRECIPIENT within ten (10) working days from the date HUD reduces, suspends or terminates the ESGP funding. This Agreement may, at the discretion of the Administrator of the EDA, be either terminated or amended to reflect said reduction of funds. (c) Upon termination of this Agreement, SUB RECIPIENT agrees to return any unencumbered funds which it has been provided by EDA. In accepting said funds, EDA does not waive any claim or cause of action it may have against SUBRECIPIENT for breach of this Agreement. (d) Upon termination of this Agreement, SUBRECIPIENT shall not mcur any obligations after the effective date of such termination. (e) Any provisions for inspection and audits relative to the expenditure of funds provided for hereunder shall not be ended upon the date of any termination but shall continue thereafter as specified herein. 2 P:\Clerical Servicel Depl\Musibllu\ESG AmIllIESG AQREEMENToo.Muy'I.doc 6. Payment of Funds. The Mayor and Common Council of the EDA shall determine the final disposition and distribution of all funds received by EDA under the "Act". EDA, through its Housing and Community Development Division, shall make payments of ESGP funds to SUB RECIPIENT for the purposes set forth in Exhibit "A" and shall monitor the expenditure of funds and activities of SUBRECIPIENT to ensure compliance with applicable federal regulations and the terms of this Agreement. SUB RECIPIENT shall establish and maintain a separate account for all ESGP funds received under this Agreement and deposit all such funds in said account. All disbursements of grant funds by the Development Division will be made in the following manner: (a) Payments shall be made on a reimbursement basis and made within thirty (30) days after the SUBRECIPIENT has submitted written notice identifying payments made and requesting reimbursement. Payments shall be based on documented expenses by SUBRECIPIENT, approved by the Administrator of the EDA, or designee. (b) One (1) advance payment may be granted to SUBRECIPIENT in such amount and at such time as determined by the Administrator of the Development, Department, not to exceed $5,000.00, whenever he/she finds that a need for same is properly documented and otherwise consistent with the purposes ofthe grant. (c) In no event shall CITY or EDA, or any of its officers, agents or employees, be held liable for expenses incurred by SUBRECIPIENT in excess of the ESGP allocation noted in Paragraph 2, entitled "Scope of Services". (d) Payments may be withheld if, on a determination by the Administrator of the EDA, SUBRECIPIENT has not complied with the covenants herein contained at such times, and in such manner as provided in this Agreement. (e) No later than thirty (30) days prior to the date set forth herein for termination of this Agreement, SUBRECIPIENT shall provide EDA with its estimate of the amount of funds which will remain unexpended upon such termination. Notwithstanding any provisions contained in this Paragraph 6, EDA, through its Administrator, shall thereafter, upon reasonable notice provide to SUBRECIPIENT, have the right to (i) reduce the payment of funds hereunder, (ii) renegotiate the actual levels of expenditures in the event SUB RECIPIENT'S rate of expenditures will result in unexpended funds at the expiration of this Agreement, and/or; (iii) re-program funds associated with a project in which the Administrator of the EDA finds there has been no substantial progress or activity. 3 P:\C1crica1 Services DepIIM..ibllulESG AmlSlESG AGREEMENT OO-Mary'l.do<; 7. Documentation, Reports. Inspections and Performance Evaluations. (a) Documentation of Expenditures. All expenditures supported by properly executed payrolls, time records, invoices, contracts, vouchers, receipts, orders and any other accounting documentation pertaining, in whole or in part, to this Agreement, shall be clearly identified and readily accessible. SUB RECIPIENT shall maintain and keep available all such documents for a period of not less than three (3) years from the termination of this Agreement, if a CITY, EDA, state and/or federal audit has occurred within six (6) months prior to date of termination, and for a period of not less than five (5) years from said date if such audit has not occurred. In the event of audit exception, such documentation shall be maintained until every exception has been cleared to the satisfaction of the auditing authority. (b) Reports. SUBRECIPIENT, at such times and on such forms as EDA may require, shall furnish EDA such statements, records, reports, data and information as EDA may request pertaining to its performance of services hereunder and other matters covered by this Agreement. SUBRECIPIENT shall establish and maintain records in accordance with the Office of Management and Budget (OMB) Circulars Numbered A-110 and A-1l2, respectively, as applicable to the acceptance and use of emergency shelter grants. (c) Inspections. SUB RECIPIENT shall make available to EDA, state and/or federal officials its records and data with respect to all matters covered by this Agreement for inspection and audit, which inspection and audit may be made at any time after reasonable notice. SUBRECIPIENT shall comply with the audit requirements of OMB Circular Number A-II 0, as applicable, and as they relate to the acceptance and use of federal funds under this Agreement. (d) Performance Evaluations. SUB RECIPIENT shall permit EDA, state and/or federal officials to monitor, assess or evaluate SUBRECIPIENTS performance under this Agreement on at least a monthly basis, said monitoring, assessment or evaluation to include, but not be limited to, audits, inventory, inspections within the program area, and interviews with SUBRECIPIENTS employees, agents, independent contractors and subcontractors, providing the services under this Agreement and recipients thereof. (e) This Agreement contemplates that the SUBRECIPIENT will pay salaries, utilities and furnishings with the monies provided in accordance with Exhibit "A" and Section 2 of this Agreement. 8. Buildinl!: or Facilitv. (a) Any building for which emergency shelter grant amounts are used for renovation, conversion, or major rehabilitation, must meet local safety and sanitation standards. 4 P,IClerical Services Dept\MuJibllu\ESG AmlllESG AGREEMENT OO-Mary'uloc (b) When ESGP funds are utilized to provide emergency shelter for the homeless in hotels or motels or other commercial facilities providing transient housing, (i) SUB RECIPIENT, at the request of EDA, shall execute an Agreement with the provider of such housing which provides that comparable living space, in terms of quality, available in the facility for use as emergency shelters for at least the same period of time as provided in Paragraph 9 herein, and; (ii) leases negotiated between SUB RECIPIENT and the provider of such housing shall make available such living space at substantially less than the daily room rate otherwise charged by the facility and; (iii) SUB RECIPIENT shall certify, in writing, to EDA that it has considered using other facilities as emergency shelter for the homeless in the City. (c) SUBRECIPIENT shall ensure that any building or facility is utilized exclusively for secular purposes and is made available to all person regardless of religion. If ESGP funds are used to renovate, rehabilitate, or convert buildings owned by primarily religious organization or entities, SUBRECIPIENTS shall comply with the provisions of Title 24, Code of Federal Regulations, Part 575.21(b)(2). (d) SUBRECIPIENT shall comply with the Uniform Federal Accessibility Standards (24 CFR, Part 40, Appendix "A"), when activities funded by the ESGP involve major rehabilitation or conversion. 9. Maintenance as a Homeless Facility. (a) SUBRECIPIENT shall maintain any building for which ESGP funds are used for not less than a three (3) year period, or for not less than a ten (10) year period if the grant amounts are used for major rehabilitation or conversion of the building. (b) The three (3) or ten (10) year periods begin to run, (i) on the date of initial occupancy as an emergency shelter for the homeless when the building utilized was not operated as an emergency shelter for the homeless before receiving ESGP funds, or; (ii) on the date that ESGP funds are first obligated to the shelter when the building was operated as an emergency shelter before receiving ESGP funds, or; (ii) on the date that ESGP funds are first obligated to shelter when the building was operated as an emergency shelter before receiving ESGP funds. ( c) When ESGP funds are used exclusively to provide essential services including, but not limited to, services concerned with employment, physical or mental health, substance abuse, education, food, equipment or furnishings, the time periods noted above are not applicable. 10. Independent Capacity. SUB RECIPIENT, and its officers, employees and agents, shall act in an independent capacity during the term of this Agreement and shall not act as, shall not be, nor shall they in any manner be construed to be officers, employees, or agents of the CITY, EDA or the State of California. 5 t:'C1erica1 Scrvicco Dcpt\MUliboou\ESG AmulESG AGREEMENT llO-Mary'I.<ioc 11. Assil!:nability. SUB RECIPIENT cannot assign any of its rights, duties or obligations pursuant to this Agreement to any person or entity without the prior written consent of CITY or EDA. This includes the ability to subcontract all, or a portion of, its rights, duties and obligations hereunder. 12. Insurance. SUBRECIPIENT shall during the term of this Agreement: (a) Procure and maintain Workers' Compensation Insurance as prescribed by the laws of the State of California. (b) Procure and maintain comprehensive general and automobile liability insurance as shall protect SUBRECIPIENT from claims for damages for personal injury, including accidental and wrongful death, as well as from claims for property damage, which may arise from activities or programs under this Agreement, whether such activities or programs by SUBRECIPIENT, by any subcontractor or by any officer, employee or agent of either ofthem. Such insurance shall name CITY and EDA as additional insureds with respect to this Agreement and the obligations of SUBRECIPIENT hereunder. Such insurance shall provide for combined coverage limits of not less than $1,000,000 per occurrence. (c) Furnish EDA with policies of insurance, prior to request for first reimbursement for ESGP funds showing that such insurance is in full force and effect, and that CITY and EDA are named as additional insureds with respect to this Agreement and the obligations of SUB RECIPIENT hereunder. Further, said policies shall contain the covenant of the insurance carrier that thirty (30) days written notice will be given to EDA prior to modification, cancellation, or reduction in coverage of such insurance. 13. Hold Harmless. SUBRECIPIENT shall indemnify and hold CITY, EDA and officers, agents, employees and independent contractors free and harmless from any liability whatsoever, including wrongful death, based or asserted upon any act or omission of SUB RECIPIENT, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. The specific insurance coverage required in Paragraph 12 shall in no way limit or circumscribe SUBRECIPIENT'S obligation to indenmify and hold CITY and EDA harmless as set forth in this Paragraph 13. 6 1':\ClcricaJ Scf\Ii_ Depl\MWI;bau\J:SO Amlll\ESG AGREEMENT OO-MaIy'I.doc 14. Federal Reauirement. (a) SUBRECIPIENT shall comply with the provIsIOns of the Act, and any amendments thereto, and the federal regulations and guidelines now or hereinafter enacted pursuant to the "Act". More particularly, SUB RECIPIENT is to comply with those regulations found in Part 575 of Title 24 of the Code of Federal Regulations and OMB Circulars Numbered A-II0 and A-1l2, respectively, and appropriate attachments for non-profit organization contractors. (b) The SUB RECIPIENT represents that it is, or may be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by, or in connection with, a religious or denominational institution or organization. (c) The SUB RECIPIENT agrees that, in connection with the services to be provided hereunder, (i) it will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) it will not discriminate against any person applying for such services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) it will provide no religious instruction or counseling, conduct no religious workshop or services, engage in no religious proselytizing and exert no other religious influence in the provision of such services; (iv) the portion of a facility used to provide services assisted, in whole or in part, under this Agreement shall contain no sectarian or religious symbols or decorations, and; (v) the funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the SUBRECIPIENT in which the services are to be provided; provided that, minor repairs may be made if such repairs are directly related to the services; are located in a structure used exclusively for non-religious purposes, and; constitute in dollar terms only a minor portion of the ESGP expenditure for the public services. (d) SUB RECIPIENT shall comply with the Housing and Community Development Act (HCD Act) of 1992 (Public Law 102-550, approved October 28, 1992), which requires the involvement of, to the extent practicable, homeless individuals and families and operating facilities assisted under the ESGP in providing services for occupants of these facilities (42 U.S.c. 11375(c)(7), as added by Section 1402 (b)). (e) SUBRECIPIENT shall comply with HCD Act, Section 1402 (d), which requires that termination of assistance to any individual or family be in accordance with a formal process, which may include a hearing, established by SUBRECIPIENT. 15. Compliance with Law. SUBRECIPIENT shall comply with all federal, state and local laws and regulations pertinent to its operation and services to be performed hereunder, and shall keep in effect any and all licenses, permits, notices and certificates as are required thereby. 7 P:lCIericII Servica Dcpt\MuoibaulESG AmtslESG AGREEMENT llO-Mary'..doc: SUBRECIPIENT shall further comply with all laws applicable to wages and hours of employment, occupational safety and to fire safety, health and sanitation. 16. Comprehensive Homeless Assistance Plan. SUBRECIPIENT shall cooperate with EDA in undertaking emergency shelter grant activities and shall assist CITY and EDA in carrying out the Comprehensive Homeless Assistance Plan and shall act in conformity therewith. 17. Non-Discrimination and Eaual Opportunity Compliance. SUB RECIPIENT hereby certifies compliance with the following: (a) Executive Order Number 11246, as amended, and the regulations issued thereunder at Title 41, Code of Federal Regulations, Chapter 60; (b) Title VI and Title VII of the Civil Rights Act of 1964 (423 U.S.C. Section 2000(d) et. seq.), as amended by the Equal Opportunity Act of March 24, 1972, (Public Law Number 92-261); (c) Title VIII of the Civil Rights Act of 1968 (42 U.S.c. Sections 3601-3619) and implementing regulations issued pursuant thereto (24 CFR, Part 1); (d) Executive Order Number 11063 and implementing regulations issued pursuant thereto (25 CFR, Part 107); (e) Age Discrimination Act of 1975 (42 U.S.C., Sections 6101-6107); (t) Section 504 ofthe Rehabilitation Act of 1973 (29 U.S.C., Section 794), and; (g) Executive Orders Numbered 11625, 12432 and 12138 consistent with HUD's responsibilities under these Orders, the SUB RECIPIENT must make efforts to encourage the use of minority and women owned business enterprises in connection with ESOP activities; (h) SUBRECIPIENT shall establish and maintain a procedure through which homeless individuals will be informed ofthe facilities and services available to all on a nondiscriminatory basis. (i) SUBRECIPIENT agrees to abide by, and include in any subcontracts to perform work under this Agreement, the following clause: "During the performance of this Agreement, SUBRECIPIENT and its subcontractors shall not unlawfully discriminate against any employee or application for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40), or sex. SUB RECIPIENT and subcontractors shall ensure that the evaluation and 8 P:\ClcriclIl Saviccs OeplIMIISibouIESQ AmlllESG AGREEMENT OG-Mary'o.doi; treatment of their employees and applications for employment are free of such discrimination. SUBRECIPIENT and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et. seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990, set forth in Chapter five (5) of Division four (4) of Title two (2) of the California Administrative Code are incorporated into this Agreement by reference and made a part hereof as if fully set forth at length. SUBRECIPIENT and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have collective bargaining or other agreement." (j) The equal opportunity clause continued in Section 202 of Executive Order Number 11246, as amended, is hereby incorporated into this Agreement by this reference. (k) During the performance of this Agreement, SUBRECIPIENT and its subcontractors, if any, shall not deny the benefits rendered hereunder to any person on the basis of religion, color, ethnic group identification, sex, age or physical or mental disability. (1) SUB RECIPIENT shall furnish all information and reports as required by Executive Order Number 11246, as amended. (m) SUBRECIPIENT shall include the non-discrimination and compliance provisions of the equal opportunity clause in all subcontracts, if any. 18. Affirmative Action Compliance. Each SUBRECIPIENT or subcontractor with less than fifty (50) employees shall comply with Section 202, Part II, of Executive Order Number 11246, as amended. SUBRECIPIENT shall ensure that subcontractors, if any, falling within the scope of this provision shall comply in full with the requirements thereof 19. Conflict ofInterest. No person who is (i) an employee, agent, consultant, officer, or elected or appointed official of the CITY, EDA, state or SUBRECIPIENT that receives ESGP funds and who exercises or has exercised any functions or responsibilities with respect to assisted activities, or; (ii) in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or those with whom he or she has family or business ties, during his or her tenure or for one (1) year thereafter. 9 P:IClerical Services DeplIMllliboulESG AmtslESG AGREEMENT oo.-Mory'uloe 20. EIil!:ibility of Contractors and Subcontractors. No ESGP funds allocated to SUB RECIPIENT through this Agreement may be used, directly or indirectly, to employ, award contracts to, or otherwise engage the services of, or purchase the goods of, or fund any contractor or subcontractor during any period of debarment, suspension, or placement in ineligibility status under the provision of 24 CFR, Part 4. 21. Lead Based Paint. SUB RECIPIENT and all subcontractors, if any, shall comply with the requirements, as applicable, of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C., Section 4821-4846) and implementing regulations issued pursuant thereto (24 CFR, Part 35). 22. Flood Insurance. No site proposed on which renovation, major rehabilitation, or conversation of a building, is to be assisted under this part, other than by grant amounts allocated to the state, may be located in an area that has been identified by the Federal Emergency Management Agency as having special flood hazards, unless the community in which the areas is situated is participating in the National Flood Insurance Program and the regulations issued thereunder (44 CFR, Parts 59-79) or less than a year has passed since the Federal Emergency Management Agency notification regarding such hazards, and the SUBRECIPIENT will ensure that flood insurance on the structure is obtained in compliance with Section 102(a) ofthe Flood Disaster Protection Act of 1973, (42 U.S.c., Section 4001 et. seq.). 23. Notice. Any notices required or desired to be served by either party upon the other shall be addressed to respective parties as set forth below (or to such other addresses as from time to time may be designated, in writing, by the respective parties): AS TO EDA: AS TO SUBRECIPIENT: Gary Van Osdel, Administrator City of San Bernardino Economic Development Agency 201 North "E" Street, 3rd Floor San Bernardino CA 92401-1507 Executive Director Mary's Mercy Center PO Box 7563 San Bernardino, CA 24. Bindinl!: Successors SUBRECIPIENT, its heirs, assigns and successors in interest shall be bound by all the provisions contained in this Agreement, and all of the parties thereto shall be jointly and severally liable hereunder. 10 P;\Clericll SeI'\Iiccs Dept\M...;bauIESG Anll.\ESG AGREEMENTOO-Mary'I,doc 25. Assurances. SUB RECIPIENT certifies that it has the legal authority to enter into and meet the requirements of this Agreement. 26. Entire Al!:reement. This Agreement is intended by the parties hereto as the final and exclusive expression of these provisions contained in this Agreement and it supersedes and replaces any and all prior and contemporaneous agreements and understandings, oral or written, in connection therewith. This Agreement may be modified or changed only upon the written consent of the parties hereto. 27. No Third Party Beneficiaries. fill fill fill fill fill fill fill fill fill fill fill fill fill fill fill No third party shall be deemed to have any rights hereunder against any of the parties hereto as a result of this Agreement. P:IClmcol Services Ilept\Mu"ibluIESG AmtslES(i AGREEMENT llO-Mary'..doc 11 IN WITNESS WHEREOF, the parties hereto have hereunto their hands and seals this day and year first above written. CITY OF SAN BERNARDINO MARY'S MERCY CENTER a California Non-profit Corporation /n"L./ ) .#~ Executive Director ~ ~ ~.: ....) _~~ 'tt5Z- / ~J ~~.'~ ~ AT City of San Bernardino (;(~Jv. i. C~4)cje/ City CI~k ;?/A.f'./.. {.J .#~ President, Board 0 DIrectors f' tfYA..... ~/~.L/ #-" f{,:~~. d..~ BY: Agency ,11 12 P:\Ckrical Service. o.;pl\Mu,ibau\ESG AmlslESG AGREEMENT DO-Mary',.do< , \ '. \- -, .') AGREEMENT FOR USE OF EMERGENCY SHELTER GRANT FUNDS THIS AGREEMENT, entered in this 5th day of June, 2000 by and between the CITY OF SAN BERNARDINO, (hereinafter referred to as "CITY") and Salvation Army , a California non-profit corporation, (hereinafter referred to as "SUBRECIPIENT"); WITNESSETH WHEREAS, pursuant to Subtitle "B" of the Stewart B. McKinney Homeless Assistance Act of 1987 (Public Law 100-77), (hereinafter referred to as the "Act"), CITY has been awarded Emergency Shelter Grant Program ("ESGP") funds which are to be used to improve the quality of existing emergency shelters for the homeless, to help make available additional emergency shelters, and to help meet the costs of operating emergency shelters and of providing certain essential social services to homeless individuals, and; WHEREAS, CITY has authorized the City of San Bernardino Economic Development Agency (EDA) to contract with non-profit corporations for the use of ESGP funds to provide various services for homeless individuals, and; WHEREAS, SUBRECIPIENT as a non-profit corporation, is eligible under the "Act" to . receive ESGP funds to provide those services as described herein. :;0 ,..., o r-n "" < :'1 il1 '" a _ i VJ " The term of this Agreement shall be for a period commencing on July 1, lOOO, '1iP.d terminating on June 30, 2001, or as otherwise provided for in Paragraph 5 here~ ,:; o ,:-,n --J ~ :3 NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. Term. 2. Scope of Services. SUB RECIPIENT promises and agrees to provide certain emergency shelter grant program services for homeless persons by utilizing the sum of Sixty Four Thousand. One Hundred Ninetv-One Dollars ($64,191) in ESGP funds, as set forth in the manner provided in Exhibit "A" which is attached hereto, and by this reference, incorporated herein. SUB RECIPIENT shall also provide homeless individuals with assistance in obtaining (i) appropriate supportive services, including permanent housing, physical and mental health treatment, counseling, supervision, and other services essential for achieving independent living, and; (ii) other federal, state, local and private assistance provided hereunder shall be in full conformity with the "Act", and any amendments thereto, and the federal regulations and guidelines now, or hereinafter enacted pursuant to the "Act". 3. Matchinl!: Funds. SUBRECIPIENT must supplement its emergency shelter grant amounts with an equal amount of funds from sources other than those provided herein and from non-federal 1 P:lClerical Services OepllM...ibaulESG AmIlIESG AGREEMENT OO-Salvation.doc ,--. sources. These funds must be provided after the date of the grant award to the SUB RECIPIENT. SUBRECIPIENT may comply with this requirement by providing the supplemental funds itself, or voluntary efforts or gifts in kind provided to SUBRECIPIENT, as appropriate. 4. Calculatinl!: the Matchinl!: Amount. In calculating the amount of supplemental funds, there may be included the value of any donated material or building(s), the value of the lease(s) on the building(s); any salary paid to staff of the SUB RECIPIENT, or to any State or non-profit recipient, as appropriate, in carrying out the Emergency Shelter Grant Program; and the time and services contributed by volunteers to carry out the ESGP, determined at the rate of $5.00 per hour. For purposes of this Paragraph 4, the SUBRECIPIENT, upon written concurrence of the Executive Director of EDA ("Administrator"), will determine the value of any donated material or building( s), or any lease( s), or furnishings and equipment using any method reasonably calculated to establish a fair market value. 5. Termination. (a) Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. (b) Notwithstanding the provisions of Paragraph 5(a), EDA may suspend or terminate this Agreement forthwith for cause, upon written notice to SUB RECIPIENT of the action being taken. Cause shall be established, (i) in the event SUB RECIPIENT fails to perform the covenants herein contained; (ii) in the event there is a conflict with any federal, state or locallaw, ordinance, regulation or rule rendering any of the provisions of this Agreement invalid or untenable, or; (iii) in the event the funding from the United States Department of Housing and Urban Development (HUD), referred to in the recitals herein, is reduced, terminated or otherwise becomes unavailable. EDA shall provide written notice to SUB RECIPIENT within ten (10) working days from the date HUD reduces, suspends or terminates the ESGP funding. This Agreement may, at the discretion of the Administrator of the EDA, be either terminated or amended to reflect said reduction of funds. (c) Upon termination of this Agreement, SUB RECIPIENT agrees to return any unencumbered funds which it has been provided by EDA. In accepting said funds, EDA does not waive any claim or cause of action it may have against SUBRECIPIENT for breach of this Agreement. (d) Upon termination of this Agreement, SUB RECIPIENT shall not mcur any obligations after the effective date of such termination. (e) Any provisions for inspection and audits relative to the expenditure of funds provided for hereunder shall not be ended upon the date of any termination but shall continue thereafter as specified herein. 2 P;\ClericlJ Scrvicca Dept\MllliboulESCi Am15\ESG AGREEMENT OO-SlIlvation.doc 6. Payment of Funds. The Mayor and Common Council of the EDA shall determine the final disposition and distribution of all funds received by EDA under the "Act". EDA, through its Housing and Community Development Division, shall make payments of ESGP funds to SUBRECIPIENT for the purposes set forth in Exhibit "An and shall monitor the expenditure of funds and activities of SUBRECIPIENT to ensure compliance with applicable federal regulations and the terms of this Agreement. SUBRECIPIENT shall establish and maintain a separate account for all ESGP funds received under this Agreement and deposit all such funds in said account. All disbursements of grant funds by the Development Division will be made in the following manner: (a) Payments shall be made on a reimbursement basis and made within thirty (30) days after the SUB RECIPIENT has submitted written notice identifying payments made and requesting reimbursement. Payments shall be based on documented expenses by SUBRECIPIENT, approved by the Administrator of the EDA, or designee. (b) One (I) advance payment may be granted to SUBRECIPIENT in such amount and at such time as determined by the Administrator of the Development, Department, not to exceed $5,000.00, whenever he/she finds that a need for same is properly documented and otherwise consistent with the purposes of the grant. (c) In no event shall CITY or EDA, or any of its officers, agents or employees, be held liable for expenses incurred by SUB RECIPIENT in excess of the ESGP allocation noted in Paragraph 2, entitled "Scope of Services". (d) Payments may be withheld if, on a determination by the Administrator of the EDA, SUB RECIPIENT has not complied with the covenants herein contained at such times, and in such manner as provided in this Agreement. (e) No later than thirty (30) days prior to the date set forth herein for termination of this Agreement, SUBRECIPIENT shall provide EDA with its estimate of the amount of funds which will remain unexpended upon such termination. Notwithstanding any provisions contained in this Paragraph 6, EDA, through its Administrator, shall thereafter, upon reasonable notice provide to SUBRECIPIENT, have the right to (i) reduce the payment of funds hereunder, (ii) renegotiate the actual levels of expenditures in the event SUB RECIPIENTS rate of expenditures will result in unexpended funds at the expiration of this Agreement, and/or; (iii) re-program funds associated with a project in which the Administrator of the EDA finds there has been no substantial progress or activity. 3 P:\C\crico1 Serviceo Depl\MUlibaulESG M1ll;\ESO AGREEMENT OO.SaI..tion.dox: 7. Documentation. Reports, Inspections and Performance Evaluations. (a) Documentation of Expenditures. All expenditures supported by properly executed payrolls, time records, invoices, contracts, vouchers, receipts, orders and any other accounting documentation pertaining, in whole or in part, to this Agreement, shall be clearly identified and readily accessible. SUB RECIPIENT shall maintain and keep available all such documents for a period of not less than three (3) years from the termination of this Agreement, if a CITY, EDA, state and/or federal audit has occurred within six (6) months prior to date of termination, and for a period of not less than five (5) years from said date if such audit has not occurred. In the event of audit exception, such documentation shall be maintained until every exception has been cleared to the satisfaction of the auditing authority. (b) Reports. SUBRECIPIENT, at such times and on such forms as EDA may require, shall furnish EDA such statements, records, reports, data and information as EDA may request pertaining to its performance of services hereunder and other matters covered by this Agreement. SUBRECIPIENT shall establish and maintain records in accordance with the Office of Management and Budget (OMB) Circulars Numbered A-II0 and A-112, respectively, as applicable to the acceptance and use of emergency shelter grants. (c) Inspections. SUBRECIPIENT shall make available to EDA, state and/or federal officials its records and data with respect to all matters covered by this Agreement for inspection and audit, which inspection and audit may be made at any time after reasonable notice. SUBRECIPIENT shall comply with the audit requirements ofOMB Circular Number A-llO, as applicable, and as they relate to the acceptance and use of federal funds under this Agreement. (d) Performance Evaluations. SUB RECIPIENT shall permit EDA, state and/or federal officials to monitor, assess or evaluate SUBRECIPIENT'S performance under this Agreement on at least a monthly basis, said monitoring, assessment or evaluation to include, but not be limited to, audits, inventory, inspections within the program area, and interviews with SUBRECIPIENT'S employees, agents, independent contractors and subcontractors, providing the services under this Agreement and recipients thereof. ( e) This Agreement contemplates that the SUB RECIPIENT will pay salaries, utilities and furnishings with the monies provided in accordance with Exhibit "A" and Section 2 of this Agreement. 8. Buildinl!: or Facility. (a) Any building for which emergency shelter grant amounts are used for renovation, conversion, or major rehabilitation, must meet local safety and sanitation standards. 4 P:lCIericaI Servicco Dept\MuaibauIESG AmlllIESG AGREEMENT oo.Salv.tion.doc (b) When ESGP funds are utilized to provide emergency shelter for the homeless in hotels or motels or other commercial facilities providing transient housing, (i) SUBRECIPIENT, at the request of EDA, shall execute an Agreement with the provider of such housing which provides that comparable living space, in terms of quality, available in the facility for use as emergency shelters for at least the same period of time as provided in Paragraph 9 herein, and; (ii) leases negotiated between SUBRECIPIENT and the provider of such housing shall make available such living space at substantially less than the daily room rate otherwise charged by the facility and; (iii) SUBRECIPIENT shall certify, in writing, to EDA that it has considered using other facilities as emergency shelter for the homeless in the City. (c) SUBRECIPIENT shall ensure that any building or facility is utilized exclusively for secular purposes and is made available to all person regardless of religion. If ESGP funds are used to renovate, rehabilitate, or convert buildings owned by primarily religious organization or entities, SUBRECIPIENTS shall comply with the provisions of Title 24, Code of Federal Regulations, Part 575.21(b)(2). (d) SUB RECIPIENT shall comply with the Uniform Federal Accessibility Standards (24 CFR, Part 40, Appendix "A"), when activities funded by the ESGP involve major rehabilitation or conversion. 9. Maintenance as a Homeless Facility. (a) SUB RECIPIENT shall maintain any building for which ESGP funds are used for not less than a three (3) year period, or for not less than a ten (10) year period if the grant amounts are used for major rehabilitation or conversion of the building. (b) The three (3) or ten (10) year periods begin to run, (i) on the date of initial occupancy as an emergency shelter for the homeless when the building utilized was not operated as an emergency shelter for the homeless before receiving ESGP funds, or; (ii) on the date that ESGP funds are first obligated to the shelter when the building was operated as an emergency shelter before receiving ESGP funds, or; (ii) on the date that ESGP funds are first obligated to shelter when the building was operated as an emergency shelter before receiving ESGP funds. (c) When ESGP funds are used exclusively to provide essential services including, but not limited to, services concerned with employment, physical or mental health, substance abuse, education, food, equipment or furnishings, the time periods noted above are not applicable. 10. Independent Capacity. SUBRECIPIENT, and its officers, employees and agents, shall act in an independent capacity during the term of this Agreement and shall not act as, shall not be, nor shall they in any manner be construed to be officers, employees, or agents of the CITY, EDA or the State of California. 5 P:\C1cric,a1 ServiceI Depl\MUSiNu\ESG AmI$\ESG AGREEMENT oo.S.I~.li""doc 11. Assil!:nability. SUB RECIPIENT cannot assign any of its rights, duties or obligations pursuant to this Agreement to any person or entity without the prior written consent of CITY or EDA. This includes the ability to subcontract all, or a portion of, its rights, duties and obligations hereunder. 12. Insurance. SUB RECIPIENT shall during the term of this Agreement: (a) Procure and maintain Workers' Compensation Insurance as prescribed by the laws of the State of California. (b) Procure and maintain comprehensive general and automobile liability insurance as shall protect SUBRECIPIENT from claims for damages for personal injury, including accidental and wrongful death, as well as from claims for property damage, which may arise from activities or programs under this Agreement, whether such activities or programs by SUBRECIPIENT, by any subcontractor or by any officer, employee or agent of either of them. Such insurance shall name CITY and EDA as additional insureds with respect to this Agreement and the obligations of SUBRECIPIENT hereunder. Such insurance shall provide for combined coverage limits of not less than $1,000,000 per occurrence. (c) Furnish EDA with policies of insurance, prior to request for first reimbursement for ESGP funds showing that such insurance is in full force and effect, and that CITY and EDA are named as additional insureds with respect to this Agreement and the obligations of SUBRECIPIENT hereunder. Further, said policies shall contain the covenant of the insurance carrier that thirty (30) days written notice will be given to EDA prior to modification, cancellation, or reduction in coverage of such insurance. 13. Hold Harmless. SUBRECIPIENT shall indenmify and hold CITY, EDA and officers, agents, employees and independent contractors free and harmless from any liability whatsoever, including wrongful death, based or asserted upon any act or omission of SUBRECIPIENT, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. The specific insurance coverage required in Paragraph 12 shall in no way limit or circumscribe SUBRECIPIENTS obligation to indenmify and hold CITY and EDA harmless as set forth in this Paragraph 13. 6 P:\Clerical Serviceo DeptIM..ib/lulESG Amu\ESG AGREEMENT oo.Solvlcion.doc 14. Federal Requirement. (a) SUB RECIPIENT shall comply with the prOVISIOns of the Act, and any amendments thereto, and the federal regulations and guidelines now or hereinafter enacted pursuant to the "Act". More particularly, SUBRECIPIENT is to comply with those regulations found in Part 575 of Title 24 of the Code of Federal Regulations and OMB Circulars Numbered A-110 and A-112, respectively, and appropriate attachments for non-profit organization contractors. (b) The SUBRECIPIENT represents that it is, or may be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by, or in connection with, a religious or denominational institution or organization. (c) The SUBRECIPIENT agrees that, in connection with the services to be provided hereunder, (i) it will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) it will not discriminate against any person applying for such services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) it will provide no religious instruction or counseling, conduct no religious workshop or services, engage in no religious proselytizing and exert no other religious influence in the provision of such services; (iv) the portion of a facility used to provide services assisted, in whole or in part, under this Agreement shall contain no sectarian or religious symbols or decorations, and; (v) the funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the SUBRECIPIENT in which the services are to be provided; provided that, minor repairs may be made if such repairs are directly related to the services; are located in a structure used exclusively for non-religious purposes, and; constitute in dollar terms only a minor portion of the ESGP expenditure for the public services. (d) SUBRECIPIENT shall comply with the Housing and Community Development Act (HCD Act) of 1992 (Public Law 102-550, approved October 28, 1992), which requires the involvement of, to the extent practicable, homeless individuals and families and operating facilities assisted under the ESGP in providing services for occupants of these facilities (42 U.S.C. 11375(c)(7), as added by Section 1402 (b)). (e) SUB RECIPIENT shall comply with HCD Act, Section 1402 (d), which requires that termination of assistance to any individual or family be in accordance with a formal process, which may include a hearing, established by SUBRECIPIENT. 15. Compliance with Law. SUBRECIPIENT shall comply with all federal, state and local laws and regulations pertinent to its operation and services to be performed hereunder, and shall keep in effect any and all licenses, permits, notices and certificates as are required thereby. 7 P:'C1eric.o1 Scrvil;cr; DcptIMusibaulESG AmIAIESG AGREEMENT OO-SaI~.lion.doc SUBRECIPIENT shall further comply with all laws applicable to wages and hours of employment, occupational safety and to fire safety, health and sanitation. 16. Comprehensive Homeless Assistance Plan. SUBRECIPIENT shall cooperate with EDA in undertaking emergency shelter grant activities and shall assist CITY and EDA in carrying out the Comprehensive Homeless Assistance Plan and shall act in conformity therewith. 17. Non-Discrimination and EQual Opportunitv Compliance. SUB RECIPIENT hereby certifies compliance with the following: (a) Executive Order Number 11246, as amended, and the regulations issued thereunder at Title 41, Code of Federal Regulations, Chapter 60; (b) Title VI and Title VII of the Civil Rights Act of 1964 (423 U.S.c. Section 2000(d) et. seq.), as amended by the Equal Opportunity Act of March 24, 1972, (Public Law Number 92-261); (c) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601-3619) and implementing regulations issued pursuant thereto (24 CFR, Part 1); (d) Executive Order Number 11063 and implementing regulations issued pursuant thereto (25 CFR, Part 107); (e) Age Discrimination Act of 1975 (42 U.S.c., Sections 6101-6107); (f) Section 504 of the Rehabilitation Act of 1973 (29 U.S.C., Section 794), and; (g) Executive Orders Numbered 11625, 12432 and 12138 consistent with HUD's responsibilities under these Orders, the SUBRECIPIENT must make efforts to encourage the use of minority and women owned business enterprises in connection with ESGP activities; (h) SUBRECIPIENT shall establish and maintain a procedure through which homeless individuals will be informed of the facilities and services available to all on a nondiscriminatory basis. (i) SUBRECIPIENT agrees to abide by, and include in any subcontracts to perform work under this Agreement, the following clause: "During the performance of this Agreement, SUB RECIPIENT and its subcontractors shall not unlawfully discriminate against any employee or application for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40), or sex. SUB RECIPIENT and subcontractors shall ensure that the evaluation and 8 1':\Clerieal Services DepllMusibau\ESG Aml:S\ESG AGREEMENT OO-Sal".tion_do<: treatment of their employees and applications for employment are free of such discrimination. SUBRECIPIENT and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et. seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990, set forth in Chapter five (5) of Division four (4) of Title two (2) of the California Administrative Code are incorporated into this Agreement by reference and made a part hereof as if fully set forth at length. SUBRECIPIENT and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have collective bargaining or other agreement." U) The equal opportunity clause continued in Section 202 of Executive Order Number 11246, as amended, is hereby incorporated into this Agreement by this reference. (k) During the performance of this Agreement, SUBRECIPIENT and its subcontractors, if any, shall not deny the benefits rendered hereunder to any person on the basis of religion, color, ethnic group identification, sex, age or physical or mental disability. (I) SUBRECIPIENT shall furnish all information and reports as required by Executive Order Number 11246, as amended. (m) SUBRECIPIENT shall include the non-discrimination and compliance provisions of the equal opportunity clause in all subcontracts, if any. 18. Affirmative Action Compliance. Each SUBRECIPIENT or subcontractor with less than fifty (50) employees shall comply with Section 202, Part II, of Executive Order Number 11246, as amended. SUBRECIPIENT shall ensure that subcontractors, if any, falling within the scope of this provision shall comply in full with the requirements thereof 19. Conflict of Interest. No person who is (i) an employee, agent, consultant, officer, or elected or appointed official of the CITY, EDA, state or SUBRECIPIENT that receives ESGP funds and who exercises or has exercised any functions or responsibilities with respect to assisted activities, or; (ii) in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or those with whom he or she has family or business ties, during his or her tenure or for one (1) year thereafter. 9 P,IClelical Sav<<s Oepl\Mu.ibau\ESG AmrsIESG AGREEMENT oo.S&lv.tion.doc 20. Elil!:ibiIity of Contractors and Subcontractors. No ESGP funds allocated to SUBRECIPIENT through this Agreement may be used, directly or indirectly, to employ, award contracts to, or otherwise engage the services of, or purchase the goods of, or fund any contractor or subcontractor during any period of debarment, suspension, or placement in ineligibility status under the provision of 24 CFR, Part 4. 21. Lead Based Paint. SUBRECIPIENT and all subcontractors, if any, shall comply with the requirements, as applicable, of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C., Section 4821-4846) and implementing regulations issued pursuant thereto (24 CFR, Part 35). 22. Flood Insurance. No site proposed on which renovation, major rehabilitation, or conversation of a building, is to be assisted under this part, other than by grant amounts allocated to the state, may be located in an area that has been identified by the Federal Emergency Management Agency as having special flood hazards, unless the community in which the areas is situated is participating in the National Flood Insurance Program and the regulations issued thereunder (44 CFR, Parts 59-79) or less than a year has passed since the Federal Emergency Management Agency notification regarding such hazards, and the SUBRECIPIENT will ensure that flood insurance on the structure is obtained in compliance with Section 102(a) of the Flood Disaster Protection Act of 1973, (42 U.S.C., Section 4001 et. seq.). 23. Notice. Any notices required or desired to be served by either party upon the other shall be addressed to respective parties as set forth below (or to such other addresses as from time to time may be designated, in writing, by the respective parties): AS TO EDA: AS TO SUBRECIPIENT: Gary Van OsdeI, Administrator City of San Bernardino Economic Development Agency 201 North "E" Street, 3rd Floor San Bernardino CA 92401-1507 Executive Director Salvation Army 746 West 5th Street San Bernardino, CA 92410 24. Bindinl!: Successors SUBRECIPIENT, its heirs, assigns and successors in interest shall be bound by all the provisions contained in this Agreement, and all of the parties thereto shall be jointly and severally liable hereunder. 10 P:\Clerical Services Dcpl\Mu.ib&u\ESG Amu\ESG AGREEMENT OO-Solvltion.doc 25. Assurances. SUBRECIPIENT certifies that it has the legal authority to enter into and meet the requirements of this Agreement. 26. Entire Al!:reement. This Agreement is intended by the parties hereto as the final and exclusive expression of these provisions contained in this Agreement and it supersedes and replaces any and all prior and contemporaneous agreements and understandings, oral or written, in connection therewith. This Agreement may be modified or changed only upon the written consent of the parties hereto. 27. No Third Party Beneficiaries. fill fill fill fill fill fill fill fill fill fill fill fill fill fill fill No third party shall be deemed to have any rights hereunder against any of the parties hereto as a result of this Agreement. 11 P:lClcricol Services Dept\M...;bauIESG AmtslESG AGREEMENT oo.Solvacion.do<: t IN WITNESS WHEREOF, the parties hereto have hereunto their hands and seals this day and year first above written. CITY OF SAN BERNARDINO SALVATION ARMY a C r rnia Non-profit Corporation Al.!' Exeeuthe Direetor PHILIP O. NEEDHAM Vice President City of San Bernardino Rr1~/W CJCtiL City Clerk ~ ..JJ(~~ MwM dWJf4 ;[)Pfit~ Approve as t form and legal content: (j ~ ., l' 'J . iWI6mJ Pr . /~~~t:tun ALLIE LAURA NILES Secretary BY: 12 P:\Clerioal Setvicn OepI\M...ib.."ESG Am..\ESG AGREEMENT oo..s..lnlion_ao.: -,-) AGREEMENT FOR USE OF EMERGENCY SHELTER GRANT FUNDS THIS AGREEMENT, entered in this 5th day of June, 2000 by and between the CITY OF SAN BERNARDINO, (hereinafter referred to as "CITY") and Option House. Inc. , a California non-profit corporation, (hereinafter referred to as "SUBRECIPIENT"); WITNESSETH WHEREAS, pursuant to Subtitle "B" of the Stewart B. McKinney Homeless Assistance Act of 1987 (Public Law 100-77), (hereinafter referred to as the" Act"), CITY has been awarded Emergency Shelter Grant Program ("ESGP") funds which are to be used to improve the quality of existing emergency shelters for the homeless, to help make available additional emergency shelters, and to help meet the costs of operating emergency shelters and of providing certain essential social services to homeless individuals, and; WHEREAS, CITY has authorized the City of San Bernardino Economic Development Agency (EDA) to contract with non-profit corporations for the use of ESGP funds to provide various services for homeless individuals, and; WHEREAS, SUBRECIPIENT as a non-profit corporation, is eligible under the "Act" to receive ESGP funds to provide those services as described herein. NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. Term. The term of this Agreement shall be for a period commencing on July I, 2000, and terminating on June 30, 200 I, or as otherwise provided for in Paragraph 5 herein. 2. Scope of Services. SUB RECIPIENT promises and agrees to provide certain emergency shelter grant program services for homeless persons by utilizing the sum of Thirty Three Thousand. Five Hundred Forty-Two Dollars ($33,542) in ESGP funds, as set forth in the manner provided in Exhibit "An which is attached hereto, and by this reference, incorporated herein. SUBRECIPIENT shall also provide homeless individuals with assistance in obtaining (i) appropriate supportive services, including permanent housing, physical and mental health treatment, counseling, supervision, and other services essential for achieving independent living, and; (ii) other federal, state, local and private assistance provided hereunder shall be in full conformity with the "Act", and any amendments thereto, and the federal regulations and guidelines now, or hereinafter enacted pursuant to the" Act" . 3. Matchinl!: Funds. SUB RECIPIENT must supplement its emergency shelter grant amounts with an equal amount of funds from sources other than those provided herein and from non-federal P;\Clerical ServiCC5 OcpllMusibaulESG AmlSlESG AGREEMENT (l(I..()plioo.OOc sources. These funds must be provided after the date of the grant award to the SUBRECIPIENT. SUBRECIPIENT may comply with this requirement by providing the supplemental funds itself, or voluntary efforts or gifts in kind provided to SUBRECIPIENT, as appropriate. 4. CaIcuIatine: the Matchinl!: Amount. In calculating the amount of supplemental funds, there may be included the value of any donated material or building(s), the value of the lease(s) on the building(s); any salary paid to staff of the SUBRECIPIENT, or to any State or non-profit recipient, as appropriate, in carrying out the Emergency Shelter Grant Program; and the time and services contributed by volunteers to carry out the ESGP, determined at the rate of $5.00 per hour. For purposes of this Paragraph 4, the SUBRECIPIENT, upon written concurrence of the Executive Director of EDA ("Administrator"), will determine the value of any donated material or building(s), or any lease(s), or furnishings and equipment using any method reasonably calculated to establish a fair market value. 5. Termination. (a) Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. (b) Notwithstanding the provisions of Paragraph 5(a), EDA may suspend or terminate this Agreement forthwith for cause, upon written notice to SUBRECIPIENT of the action being taken. Cause shall be established, (i) in the event SUBRECIPIENT fails to perform the covenants herein contained; (ii) in the event there is a conflict with any federal, state or local law, ordinance, regulation or rule rendering any of the provisions of this Agreement invalid or untenable, or; (iii) in the event the funding from the United States Department of Housing and Urban Development (HUD), referred to in the recitals herein, is reduced, terminated or otherwise becomes unavailable. EDA shall provide written notice to SUBRECIPIENT within ten (10) working days from the date HUD reduces, suspends or terminates the ESGP funding. This Agreement may, at the discretion of the Administrator of the EDA, be either terminated or amended to reflect said reduction of funds. (c) Upon termination of this Agreement, SUBRECIPIENT agrees to return any unencumbered funds which it has been provided by EDA. In accepting said funds, EDA does not waive any claim or cause of action it may have against SUB RECIPIENT for breach of this Agreement. (d) Upon termination of this Agreement, SUBRECIPIENT shall not mcur any obligations after the effective date of such termination. ( e) Any provisions for inspection and audits relative to the expenditure of funds provided for hereunder shall not be ended upon the date of any termination but shall continue thereafter as specified herein. 2 P:lClerical Scl'vicell Depl\Mu.ibl.u\ESG AmIlIESG AGREEMENT llO-Oplion.doc 6. Payment of Funds. The Mayor and Common Council of the EDA shall determine the final disposition and distribution of all funds received by EDA under the "Act". EDA, through its Housing and Community Development Division, shall make payments of ESGP funds to SUB RECIPIENT for the purposes set forth in Exhibit "A" and shall monitor the expenditure of funds and activities of SUBRECIPIENT to ensure compliance with applicable federal regulations and the terms of this Agreement. SUBRECIPIENT shall establish and maintain a separate account for all ESGP funds received under this Agreement and deposit all such funds in said account. All disbursements of grant funds by the Development Division will be made in the following manner: (a) Payments shall be made on a reimbursement basis and made within thirty (30) days after the SUBRECIPIENT has submitted written notice identifying payments made and requesting reimbursement. Payments shall be based on documented expenses by SUBRECIPIENT, approved by the Administrator of the EDA, or designee. (b) One (1) advance payment may be granted to SUBRECIPIENT in such amount and at such time as determined by the Administrator of the Development, Department, not to exceed $5,000.00, whenever he/she finds that a need for same is properly documented and otherwise consistent with the purposes of the grant. (c) In no event shall CITY or EDA, or any of its officers, agents or employees, be held liable for expenses incurred by SUBRECIPIENT in excess of the ESGP allocation noted in Paragraph 2, entitled "Scope of Services". (d) Payments may be withheld if, on a determination by the Administrator of the EDA, SUBRECIPIENT has not complied with the covenants herein contained at such times, and in such manner as provided in this Agreement. (e) No later than thirty (30) days prior to the date set forth herein for termination of this Agreement, SUBRECIPIENT shall provide EDA with its estimate of the amount of funds which will remain unexpended upon such termination. Notwithstanding any provisions contained in this Paragraph 6, EDA, through its Administrator, shall thereafter, upon reasonable notice provide to SUBRECIPIENT, have the right to (i) reduce the payment of funds hereunder, (ii) renegotiate the actual levels of expenditures in the event SUBRECIPIENTS rate of expenditures will result in unexpended funds at the expiration of this Agreement, and/or; (iii) re-program funds associated with a project in which the Administrator of the EDA finds there has been no substantial progress or activity. 3 P:\Clerical Services DeptIMlI$ibaulESG Am15\ESG AGREEMENT OO-Optioo.doc 7. Documentation. Reuorts, Inspections and Performance Evaluations. (a) Documentation of Expenditures. All expenditures supported by properly executed payrolls, time records, invoices, contracts, vouchers, receipts, orders and any other accounting documentation pertaining, in whole or in part, to this Agreement, shall be clearly identified and readily accessible. SUB RECIPIENT shall maintain and keep available all such documents for a period of not less than three (3) years from the termination of this Agreement, if a CITY, EDA, state and/or federal audit has occurred within six (6) months prior to date of termination, and for a period of not less than five (5) years from said date if such audit has not occurred. In the event of audit exception, such documentation shall be maintained until every exception has been cleared to the satisfaction of the auditing authority. (b) Reports. SUBRECIPIENT, at such times and on such forms as EDA may require, shall furnish EDA such statements, records, reports, data and information as EDA may request pertaining to its performance of services hereunder and other matters covered by this Agreement. SUB RECIPIENT shall establish and maintain records in accordance with the Office of Management and Budget (OMB) Circulars Numbered A-l10 and A-l12, respectively, as applicable to the acceptance and use of emergency shelter grants. (c) Inspections. SUBRECIPIENT shall make available to EDA, state and/or federal officials its records and data with respect to all matters covered by this Agreement for inspection and audit, which inspection and audit may be made at any time after reasonable notice. SUBRECIPIENT shall comply with the audit requirements of OMB Circular Number A-II 0, as applicable, and as they relate to the acceptance and use of federal funds under this Agreement. (d) Performance Evaluations. SUBRECIPIENT shall permit EDA, state and/or federal officials to monitor, assess or evaluate SUBRECIPIENT'S performance under this Agreement on at least a monthly basis, said monitoring, assessment or evaluation to include, but not be limited to, audits, inventory, inspections within the program area, and interviews with SUBRECIPIENTS employees, agents, independent contractors and subcontractors, providing the services under this Agreement and recipients thereof. (e) This Agreement contemplates that the SUB RECIPIENT will pay salaries, utilities and furnishings with the monies provided in accordance with Exhibit "An and Section 2 of this Agreement. 8. Buildinl!: or Facility. (a) Any building for which emergency shelter grant amounts are used for renovation, conversion, or major rehabilitation, must meet local safety and sanitation standards. 4 P;\Clcric.o.l $t;rvicef; DeptIM..ibaulESG AmISI.ESO AGREEMENT ()()..()pIioo.doc 11. Assil!:uabiIity. SUBRECIPIENT cannot assign any of its rights, duties or obligations pursuant to this Agreement to any person or entity without the prior written consent of CITY or EDA. This includes the ability to subcontract all, or a portion of, its rights, duties and obligations hereunder. 12. Insurance. SUBRECIPIENT shall during the term of this Agreement: (a) Procure and maintain Workers' Compensation Insurance as prescribed by the laws of the State of California. (b) Procure and maintain comprehensive general and automobile liability insurance as shall protect SUB RECIPIENT from claims for damages for personal injury, including accidental and wrongful death, as well as from claims for property damage, which may arise from activities or programs under this Agreement, whether such activities or programs by SUBRECIPIENT, by any subcontractor or by any officer, employee or agent of either of them. Such insurance shall name CITY and EDA as additional insureds with respect to this Agreement and the obligations of SUB RECIPIENT hereunder. Such insurance shall provide for combined coverage limits of not less than $1,000,000 per occurrence. (c) Furnish EDA with policies of insurance, prior to request for first reimbursement for ESGP funds showing that such insurance is in full force and effect, and that CITY and EDA are named as additional insureds with respect to this Agreement and the obligations of SUBRECIPIENT hereunder. Further, said policies shall contain the covenant of the insurance carrier that thirty (30) days written notice will be given to EDA prior to modification, cancellation, or reduction in coverage of such insurance. 13. Hold Harmless. SUB RECIPIENT shall indemnify and hold CITY, EDA and officers, agents, employees and independent contractors free and harmless from any liability whatsoever, including wrongful death, based or asserted upon any act or omission of SUBRECIPIENT, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. The specific insurance coverage required in Paragraph 12 shall in no way limit or circumscribe SUBRECIPIENTS obligation to indemnify and hold CITY and EDA harmless as set forth in this Paragraph 13. 6 P:lClericaJ Servio.. DeptW..ihoulESG ""'ISlES(; AGREEMENT (l()-(lp1ion.doc 14. Federal Reauirement. (a) SUBRECIPIENT shall comply with the prOVISIOns of the Act, and any amendments thereto, and the federal regulations and guidelines now or hereinafter enacted pursuant to the "Act". More particularly, SUB RECIPIENT is to comply with those regulations found in Part 575 of Title 24 of the Code of Federal Regulations and OMB Circulars Numbered A-ll0 and A-1l2, respectively, and appropriate attachments for non-profit organization contractors. (b) The SUBRECIPIENT represents that it is, or may be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by, or in connection with, a religious or denominational institution or organization. (c) The SUBRECIPIENT agrees that, in connection with the services to be provided hereunder, (i) it will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) it will not discriminate against any person applying for such services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) it will provide no religious instruction or counseling, conduct no religious workshop or services, engage in no religious proselytizing and exert no other religious influence in the provision of such services; (iv) the portion of a facility used to provide services assisted, in whole or in part, under this Agreement shall contain no sectarian or religious symbols or decorations, and; (v) the funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the SUBRECIPIENT in which the services are to be provided; provided that, minor repairs may be made if such repairs are directly related to the services; are located in a structure used exclusively for non-religious purposes, and; constitute in dollar terms only a minor portion of the ESGP expenditure for the public services. (d) SUB RECIPIENT shall comply with the Housing and Community Development Act (HCD Act) of 1992 (Public Law 102-550, approved October 28, 1992), which requires the involvement of, to the extent practicable, homeless individuals and families and operating facilities assisted under the ESGP in providing services for occupants of these facilities (42 U.S.C. 11375(c)(7), as added by Section 1402 (b)). (e) SUBRECIPIENT shall comply with HCD Act, Section 1402 (d), which requires that termination of assistance to any individual or family be in accordance with a formal process, which may include a hearing, established by SUBRECIPIENT. 15. Compliance with Law. SUBRECIPIENT shall comply with all federal, state and local laws and regulations pertinent to its operation and services to be performed hereunder, and shall keep in effect any and all licenses, permits, notices and certificates as are required thereby. 7 P,'Cleri",,1 Sen'i~es DepIIMU$iblouIESG AmulESG AGREEMENT OQ-Option.doc SUBRECIPIENT shall further comply with all laws applicable to wages and hours of employment, occupational safety and to fire safety, health and sanitation. 16. Comprehensive Homeless Assistance Plan. SUB RECIPIENT shall cooperate with EDA in undertaking emergency shelter grant activities and shall assist CITY and EDA in carrying out the Comprehensive Homeless Assistance Plan and shall act in conformity therewith. 17. Non-Discrimination and Ellual Opportunity Compliance. SUB RECIPIENT hereby certifies compliance with the following: (a) Executive Order Number 11246, as amended, and the regulations issued thereunder at Title 41, Code of Federal Regulations, Chapter 60; (b) Title VI and Title VII of the Civil Rights Act of 1964 (423 U.S.c. Section 2000(d) et. seq.), as amended by the Equal Opportunity Act of March 24, 1972, (Public Law Number 92-261); (c) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601-3619) and implementing regulations issued pursuant thereto (24 CFR, Part 1); (d) Executive Order Number 11063 and implementing regulations issued pursuant thereto (25 CFR, Part 107); (e) Age Discrimination Act of 1975 (42 U.S.C., Sections 6101-6107); (f) Section 504 of the Rehabilitation Act of 1973 (29 U.S.c., Section 794), and; (g) Executive Orders Numbered 11625, 12432 and 12138 consistent with HUD's responsibilities under these Orders, the SUBRECIPIENT must make efforts to encourage the use of minority and women owned business enterprises in connection with ESGP activities; (h) SUB RECIPIENT shall establish and maintain a procedure through which homeless individuals will be informed of the facilities and services available to all on a nondiscriminatory basis. (i) SUBRECIPIENT agrees to abide by, and include in any subcontracts to perform work under this Agreement, the following clause: "During the performance of this Agreement, SUBRECIPIENT and its subcontractors shall not unlawfully discriminate against any employee or application for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40), or sex. SUB RECIPIENT and subcontractors shall ensure that the evaluation and 8 P:IClerical Services DcptIM...ibaulESG AmlSlESG AGREEMENT OO-Opcion.d<>c treatment of their employees and applications for employment are free of such discrimination. SUBRECIPIENT and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et. seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Goverrunent Code Section 12990, set forth in Chapter five (5) of Division four (4) of Title two (2) of the California Administrative Code are incorporated into this Agreement by reference and made a part hereof as if fully set forth at length. SUBRECIPIENT and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have collective bargaining or other agreement." (j) The equal opportunity clause continued in Section 202 of Executive Order Number 11246, as amended, is hereby incorporated into this Agreement by this reference. (k) During the performance of this Agreement, SUBRECIPIENT and its subcontractors, if any, shall not deny the benefits rendered hereunder to any person on the basis of religion, color, ethnic group identification, sex, age or physical or mental disability. (I) SUBRECIPIENT shall furnish all information and reports as required by Executive Order Number 11246, as amended. (m) SUB RECIPIENT shall include the non-discrimination and compliance provisions ofthe equal opportunity clause in all subcontracts, if any. 18. Affirmative Action Compliance. Each SUB RECIPIENT or subcontractor with less than fifty (50) employees shall comply with Section 202, Part II, of Executive Order Number 11246, as amended. SUB RECIPIENT shall ensure that subcontractors, if any, falling within the scope of this provision shall comply in full with the requirements thereof 19. Conflict of Interest. No person who is (i) an employee, agent, consultant, officer, or elected or appointed official of the CITY, EDA, state or SUBRECIPIENT that receives ESGP funds and who exercises or has exercised any functions or responsibilities with respect to assisted activities, or; (ii) in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or those with whom he or she has family or business ties, during his or her tenure or for one (1) year thereafter. 9 P:IClerical Se.....ices OqlI\Mu.ibauIESO AmlslESG AGREEMENT ()()..Oplion.doc 20. Elil!:ibility of Contractors and Subcontractors. No ESGP funds allocated to SUB RECIPIENT through this Agreement may be used, directly or indirectly, to employ, award contracts to, or otherwise engage the services of, or purchase the goods of, or fund any contractor or subcontractor during any period of debarment, suspension, or placement in ineligibility status under the provision of 24 CFR, Part 4. 21. Lead Based Paint. SUBRECIPIENT and all subcontractors, if any, shall comply with the requirements, as applicable, of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C., Section 4821-4846) and implementing regulations issued pursuant thereto (24 CFR, Part 35). 22. Flood Insurance. No site proposed on which renovation, major rehabilitation, or conversation of a building, is to be assisted under this part, other than by grant amounts allocated to the state, may be located in an area that has been identified by the Federal Emergency Management Agency as having special flood hazards, unless the community in which the areas is situated is participating in the National Flood Insurance Program and the regulations issued thereunder (44 CFR, Parts 59-79) or less than a year has passed since the Federal Emergency Management Agency notification regarding such hazards, and the SUB RECIPIENT will ensure that flood insurance on the structure is obtained in compliance with Section 102(a) of the Flood Disaster Protection Act of 1973, (42 U.S.C., Section 4001 et. seq.). 23. Notice. Any notices required or desired to be served by either party upon the other shall be addressed to respective parties as set forth below (or to such other addresses as from time to time may be designated, in writing, by the respective parties): AS TO EDA: AS TO SUBRECIPIENT: Gary Van Osdel, Administrator City of San Bernardino Economic Development Agency 201 North "E" Street, 3rd Floor San Bernardino CA 92401-1507 Executive Director Option House, Inc. PO Box 970 San Bernardino, CA 92402 24. Bindinl!: Successors SUBRECIPIENT, its heirs, assigns and successors in interest shall be bound by all the provisions contained in this Agreement, and all of the parties thereto shall be jointly and severally liable hereunder. 10 ":\Clerical Smiiceo DepI\Mu.ibau\ESG Amu\ESG AGREEMENTllO-Option.doc 25. Assurances. SUBRECIPIENT certifies that it has the legal authority to enter into and meet the requirements of this Agreement. 26. Entire Al!:reement. This Agreement is intended by the parties hereto as the final and exclusive expression of these provisions contained in this Agreement and it supersedes and replaces any and all prior and contemporaneous agreements and understandings, oral or written, in connection therewith. This Agreement may be modified or changed only upon the written consent of the parties hereto. 27. No Third Party Beneficiaries. fill fill fill fill fill fill fill fill fill fill fill fill fill fill fill No third party shall be deemed to have any rights hereunder against any of the parties hereto as a result of this Agreement. P,IClericll Services OepIlMu.iboulESG AmulESG AGREEMENT {l()..()plion.doc 11 IN WITNESS WHEREOF, the parties hereto have hereunto their hands and seals this day and year first above written. CITY OF SAN BERNARDINO OPTION HOUSE, INC. · c(Jm'. Noo-pmfi' C Executive Director AT City of San Bernardino Q.~ C-LuJ.-L/ City CIeH,. \.. ~:t~ly{d- 4 ~ P1dent, Board 0 ! Approve as to form and legal content: JAMES F. PENMAN, City Attorney <, BY: 0 ~ {y ~<<f~, 0--1", ~Y c.--f 12 P:\Cler;cal Servi"". Depl'Musibo.ulESG AmulESG AGREEMENT OO-Option,doc IN WITNESS WHEREOF, the parties hereto have hereunto their hands and seals this day and year first above written. CITY OF SAN BERNARDINO OPTION HOUSE, INC. a California Non-profit Co .) (\ ~ , h LES, Mayor ATTE City of San Bernardino ~~ ~~'-./ City rk Approve as to form and legal content: BY: 'kd \ ..~ (.J .. I Agency Special unsel ~ lit (A.>>- ,LLv'J 12 P:IClerical Services Depl\MusiboulESG AmlSlESG AGREEMENT OO-Oplion,doc , '.\\ - AGREEMENT FOR USE OF EMERGENCY SHELTER GRANT FUNDS THIS AGREEMENT, entered in this 5th day of June, 2000 by and between the CITY OF SAN BERNARDINO, (hereinafter referred to as "CITY") and Frazee Community Shelter, a California non-profit corporation, (hereinafter referred to as "SUBRECIPIENT"); WITNESSETH WHEREAS, pursuant to Subtitle "B" of the Stewart B. McKinney Homeless Assistance Act of 1987 (Public Law 100-77), (hereinafter referred to as the "Act"), CITY has been awarded Emergency Shelter Grant Program ("ESGP") funds which are to be used to improve the quality of existing emergency shelters for the homeless, to help make available additional emergency shelters, and to help meet the costs of operating emergency shelters and of providing certain essential social services to homeless individuals, and; WHEREAS, CITY has authorized the City of San Bernardino Economic Development Agency (EDA) to contract with non-profit corporations for the use of ESGP funds to provide various services for homeless individuals, and; WHEREAS, SUBRECIPIENT as a non-profit corporation, is eligible under the "Act" to receive ESGP funds to provide those services as described herein. NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. Term. The term of this Agreement shall be for a period commencing on July 1, 2000, and terminating on June 30, 2001, or as otherwise provided for in Paragraph 5 herein. 2. Scope of Services. SUB RECIPIENT promises and agrees to provide certain emergency shelter grant program services for homeless persons by utilizing the sum of Twenty Two Thousand. Seven Hundred and Seventv-Three Dollars ($22,773) in ESGP funds, as set forth in the manner provided in Exhibit "A" which is attached hereto, and by this reference, incorporated herein. SUBRECIPIENT shall also provide homeless individuals with assistance in obtaining (i) appropriate supportive services, including permanent housing, physical and mental health treatment, counseling, supervision, and other services essential for achieving independent living, and; (ii) other federal, state, local and private assistance provided hereunder shall be in full conformity with the "Act", and any amendments thereto, and the federal regulations and guidelines now, or hereinafter enacted pursuant to the" Act". 3. Matchinl!: Funds. SUBRECIPIENT must supplement its emergency shelter grant amounts with an equal amount of funds from sources other than those provided herein and from non-federal I P:\ClericaJ Services Dept\M...iballIESG AmlslESG AGREEMENT OO-Fruee,doc ,-- (b) When ESGP funds are utilized to provide emergency shelter for the homeless in hotels or motels or other commercial facilities providing transient housing, (i) SUBRECIPIENT, at the request of EDA, shall execute an Agreement with the provider of such housing which provides that comparable living space, in terms of quality, available in the facility for use as emergency shelters for at least the same period of time as provided in Paragraph 9 herein, and; (ii) leases negotiated between SUB RECIPIENT and the provider of such housing shall make available such living space at substantially less than the daily room rate otherwise charged by the facility and; (iii) SUB RECIPIENT shall certify, in writing, to EDA that it has considered using other facilities as emergency shelter for the homeless in the City. (c) SUB RECIPIENT shall ensure that any building or facility is utilized exclusively for secular purposes and is made available to all person regardless of religion. If ESGP funds are used to renovate, rehabilitate, or convert buildings owned by primarily religious organization or entities, SUBRECIPIENTS shall comply with the provisions of Title 24, Code of Federal Regulations, Part 575.21(b)(2). (d) SUBRECIPIENT shall comply with the Uniform Federal Accessibility Standards (24 CFR, Part 40, Appendix "A"), when activities funded by the ESGP involve major rehabilitation or conversion. 9. Maintenance as a Homeless Facility. (a) SUBRECIPIENT shall maintain any building for which ESGP funds are used for not less than a three (3) year period, or for not less than a ten (10) year period if the grant amounts are used for major rehabilitation or conversion of the building. (b) The three (3) or ten (10) year periods begin to run, (i) on the date of initial occupancy as an emergency shelter for the homeless when the building utilized was not operated as an emergency shelter for the homeless before receiving ESGP funds, or; (ii) on the date that ESGP funds are first obligated to the shelter when the building was operated as an emergency shelter before receiving ESGP funds, or; (ii) on the date that ESGP funds are first obligated to shelter when the building was operated as an emergency shelter before receiving ESGP funds. ( c) When ESGP funds are used exclusively to provide essential services including, but not limited to, services concerned with employment, physical or mental health, substance abuse, education, food, equipment or furnishings, the time periods noted above are not applicable. 10. Independent Capacity. SUBRECIPIENT, and its officers, employees and agents, shall act in an independent capacity during the term of this Agreement and shall not act as, shall not be, nor shall they in any manner be construed to be officers, employees, or agents of the CITY, EDA or the State of California. 5 P:\Clerical Scrvi"", OcpclMu.ibou\ESG AmIliIESG AGREEMENT OO-Clption.doc sources. These funds must be provided after the date of the grant award to the SUBRECIPIENT. SUB RECIPIENT may comply with this requirement by providing the supplemental funds itself, or voluntary efforts or gifts in kind provided to SUBRECIPIENT, as appropriate. 4. CaIcuIatinl!: the Matchinl!: Amount. In calculating the amount of supplemental funds, there may be included the value of any donated material or building(s), the value of the lease(s) on the building(s); any salary paid to staff of the SUBRECIPIENT, or to any State or non-profit recipient, as appropriate, in carrying out the Emergency Shelter Grant Program; and the time and services contributed by volunteers to carry out the ESGP, determined at the rate of $5.00 per hour. For purposes of this Paragraph 4, the SUBRECIPIENT, upon written concurrence of the Executive Director of EDA ("Administrator"), will determine the value of any donated material or building(s), or any lease(s), or furnishings and equipment using any method reasonably calculated to establish a fair market value. 5. Termination. (a) Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. (b) Notwithstanding the provisions of Paragraph 5(a), EDA may suspend or terminate this Agreement forthwith for cause, upon written notice to SUB RECIPIENT of the action being taken. Cause shall be established, (i) in the event SUB RECIPIENT fails to perform the covenants herein contained; (ii) in the event there is a conflict with any federal, state or local law, ordinance, regulation or rule rendering any of the provisions of this Agreement invalid or untenable, or; (iii) in the event the funding from the United States Department of Housing and Urban Development (HUD), referred to in the recitals herein, is reduced, terminated or otherwise becomes unavailable. EDA shall provide written notice to SUBRECIPIENT within ten (10) working days from the date HUD reduces, suspends or terminates the ESGP funding. This Agreement may, at the discretion of the Administrator of the EDA, be either terminated or amended to reflect said reduction of funds. (c) Upon termination of this Agreement, SUBRECIPIENT agrees to return any unencumbered funds which it has been provided by EDA. In accepting said funds, EDA does not waive any claim or cause of action it may have against SUBRECIPIENT for breach of this Agreement. (d) Upon termination of this Agreement, SUB RECIPIENT shall not mcur any obligations after the effective date of such termination. (e) Any provisions for inspection and audits relative to the expenditure of funds provided for hereunder shall not be ended upon the date of any termination but shall continue thereafter as specified herein. 2 P:\Clcrical ~i<", DeplIMusibluIESG AmulESG AGREEMENT llO-FI'&l.<<.(\oc 6. Payment of Funds. The Mayor and Common Council of the EDA shall determine the final disposition and distribution of all funds received by EDA under the "Act". EDA, through its Housing and Community Development Division, shall make payments of ESGP funds to SUBRECIPIENT for the purposes set forth in Exhibit "A" and shall monitor the expenditure of funds and activities of SUB RECIPIENT to ensure compliance with applicable federal regulations and the terms of this Agreement. SUBRECIPIENT shall establish and maintain a separate account for all ESGP funds received under this Agreement and deposit all such funds in said account. All disbursements of grant funds by the Development Division will be made' in the following manner: (a) Payments shall be made on a reimbursement basis and made within thirty (30) days after the SUB RECIPIENT has submitted written notice identifying payments made and requesting reimbursement. Payments shall be based on documented expenses by SUBRECIPIENT, approved by the Administrator of the EDA, or designee. (b) One (I) advance payment may be granted to SUB RECIPIENT in such amount and at such time as determined by the Administrator of the Development, Department, not to exceed $5,000.00, whenever he/she finds that a need for same is properly documented and otherwise consistent with the purposes of the grant. (c) In no event shall CITY or EDA, or any of its officers, agents or employees, be held liable for expenses incurred by SUB RECIPIENT in excess of the ESGP allocation noted in Paragraph 2, entitled "Scope of Services". (d) Payments may be withheld if, on a determination by the Administrator of the EDA, SUB RECIPIENT has not complied with the covenants herein contained at such times, and in such manner as provided in this Agreement. (e) No later than thirty (30) days prior to the date set forth herein for termination of this Agreement, SUB RECIPIENT shall provide EDA with its estimate of the amount of funds which will remain unexpended upon such termination. Notwithstanding any provisions contained in this Paragraph 6, EDA, through its Administrator, shall thereafter, upon reasonable notice provide to SUB RECIPIENT, have the right to (i) reduce the payment of funds hereunder, (ii) renegotiate the actual levels of expenditures in the event SUB RECIPIENTS rate of expenditures will result in unexpended funds at the expiration of this Agreement, and/or; (iii) re-program funds associated with a project in which the Administrator of the EDA finds there has been no substantial progress or activity. 3 P:IClerical Senile.. Dep<\MuaibaulESG ArntolEs(] AGREEMENT OO-Fruee.doc 7. Documentation. Reports, Inspections and Performance Evaluations. (a) Documentation of Expenditures. All expenditures supported by properly executed payrolls, time records, invoices, contracts, vouchers, receipts, orders and any other accounting documentation pertaining, in whole or in part, to this Agreement, shall be clearly identified and readily accessible. SUBRECIPIENT shall maintain and keep available all such documents for a period of not less than three (3) years from the termination of this Agreement, if a CITY, EDA, state and/or federal audit has occurred within six (6) months prior to date of termination, and for a period of not less than five (5) years from said date if such audit has not occurred. In the event of audit exception, such documentation shall be maintained until every exception has been cleared to the satisfaction of the auditing authority. (b) Reports. SUB RECIPIENT, at such times and on such forms as EDA may require, shall furnish EDA such statements, records, reports, data and information as EDA may request pertaining to its performance of services hereunder and other matters covered by this Agreement. SUBRECIPIENT shall establish and maintain records in accordance with the Office of Management and Budget (OMB) Circulars Numbered A-II0 and A-112, respectively, as applicable to the acceptance and use of emergency shelter grants. (c) Inspections. SUB RECIPIENT shall make available to EDA, state and/or federal officials its records and data with respect to all matters covered by this Agreement for inspection and audit, which inspection and audit may be made at any time after reasonable notice. SUBRECIPIENT shall comply with the audit requirements of OMB Circular Number A-II 0, as applicable, and as they relate to the acceptance and use of federal funds under this Agreement. (d) Performance Evaluations. SUBRECIPIENT shall permit EDA, state and/or federal officials to monitor, assess or evaluate SUBRECIPIENTS performance under this Agreement on at least a monthly basis, said monitoring, assessment or evaluation to include, but not be limited to, audits, inventory, inspections within the program area, and interviews with SUBRECIPIENT'S employees, agents, independent contractors and subcontractors, providing the services under this Agreement and recipients thereof. (e) This Agreement contemplates that the SUBRECIPIENT will pay salaries, utilities and furnishings with the monies provided in accordance with Exhibit "A" and Section 2 of this Agreement. 8. Building or Facility. (a) Any building for which emergency shelter grant amounts are used for renovation, conversion, or major rehabilitation, must meet local safety and sanitation standards. 4 P:\Clerical ServicClI DeptIMu.iblou\ESO Am\s\ESG AGREEMENT OO-Fl'llZ<<.doc (b) When ESGP funds are utilized to provide emergency shelter for the homeless in hotels or motels or other commercial facilities providing transient housing, (i) SUBRECIPIENT, at the request of EDA, shall execute an Agreement with the provider of such housing which provides that comparable living space, in terms of quality, available in the facility for use as emergency shelters for at least the same period of time as provided in Paragraph 9 herein, and; (ii) leases negotiated between SUB RECIPIENT and the provider of such housing shall make available such living space at substantially less than the daily room rate otherwise charged by the facility and; (iii) SUB RECIPIENT shall certify, in writing, to EDA that it has considered using other facilities as emergency shelter for the homeless in the City. (c) SUB RECIPIENT shall ensure that any building or facility is utilized exclusively for secular purposes and is made available to all person regardless of religion. If ESGP funds are used to renovate, rehabilitate, or convert buildings owned by primarily religious organization or entities, SUBRECIPIENTS shall comply with the provisions of Title 24, Code of Federal Regulations, Part 575.21(b)(2). (d) SUB RECIPIENT shall comply with the Uniform Federal Accessibility Standards (24 CFR, Part 40, Appendix "A"), when activities funded by the ESGP involve major rehabilitation or conversion. 9. Maintenance as a Homeless Facilitv. (a) SUBRECIPIENT shall maintain any building for which ESGP funds are used for not less than a three (3) year period, or for not less than a ten (10) year period if the grant amounts are used for major rehabilitation or conversion of the building. (b) The three (3) or ten (10) year periods begin to run, (i) on the date of initial occupancy as an emergency shelter for the homeless when the building utilized was not operated as an emergency shelter for the homeless before receiving ESGP funds, or; (ii) on the date that ESGP funds are first obligated to the shelter when the building was operated as an emergency shelter before receiving ESGP funds, or; (ii) on the date that ESGP funds are first obligated to shelter when the building was operated as an emergency shelter before receiving ESGP funds. ( c) When ESGP funds are used exclusively to provide essential services including, but not limited to, services concerned with employment, physical or mental health, substance abuse, education, food, equipment or furnishings, the time periods noted above are not applicable. 10. Inde{>endent Capacity. SUBRECIPIENT, and its officers, employees and agents, shall act in an independent capacity during the term of this Agreement and shall not act as, shall not be, nor shall they in any manner be construed to be officers, employees, or agents of the CITY, EDA or the State of California. 5 P:\Clerical Scrvioes DepI\MusibaulESG AmtslESG AGREEMENT OO-Fraze<:.do< 11. Assil!:nability. SUBRECIPIENT cannot assign any of its rights, duties or obligations pursuant to this Agreement to any person or entity without the prior written consent of CITY or EDA. This includes the ability to subcontract all, or a portion of, its rights, duties and obligations hereunder. 12. Insurance. SUBRECIPIENT shall during the term of this Agreement: (a) Procure and maintain Workers' Compensation Insurance as prescribed by the laws of the State of California. (b) Procure and maintain comprehensive general and automobile liability insurance as shall protect SUBRECIPIENT from claims for damages for personal injury, including accidental and wrongful death, as well as from claims for property damage, which may arise from activities or programs under this Agreement, whether such activities or programs by SUBRECIPIENT, by any subcontractor or by any officer, employee or agent of either of them. Such insurance shall name CITY and EDA as additional insureds with respect to this Agreement and the obligations of SUBRECIPIENT hereunder. Such insurance shall provide for combined coverage limits of not less than $1,000,000 per occurrence. (c) Furnish EDA with policies of insurance, prior to request for first reimbursement for ESGP funds showing that such insurance is in full force and effect, and that CITY and EDA are named as additional insureds with respect to this Agreement and the obligations of SUB RECIPIENT hereunder. Further, said policies shall contain the covenant of the insurance carrier that thirty (30) days written notice will be given to EDA prior to modification, cancellation, or reduction in coverage of such insurance. 13. Hold Harmless. SUBRECIPIENT shall indemnifY and hold CITY, EDA and officers, agents, employees and independent contractors free and harmless from any liability whatsoever, including wrongful death, based or asserted upon any act or omission of SUBRECIPIENT, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. The specific insurance coverage required in Paragraph 12 shall in no way limit or circumscribe SUB RECIPIENT'S obligation to indemnify and hold CITY and EDA harmless as set forth in this Paragraph 13. 6 P:IClerieol Services o.pclM...ibau\ESG Amll\ESG AGREEMENT OO-Frucc,do< 14. Federal Requirement. (a) SUBRECIPIENT shall comply with the provlSlons of the Act, and any amendments thereto, and the federal regulations and guidelines now or hereinafter enacted pursuant to the "Act". More particularly, SUBRECIPIENT is to comply with those regulations found in Part 575 of Title 24 of the Code of Federal Regulations and OMB Circulars Numbered A-110 and A-1l2, respectively, and appropriate attachments for non-profit organization contractors. (b) The SUB RECIPIENT represents that it is, or may be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by, or in connection with, a religious or denominational institution or organization. (c) The SUB RECIPIENT agrees that, in connection with the services to be provided hereunder, (i) it will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) it will not discriminate against any person applying for such services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) it will provide no religious instruction or counseling, conduct no religious workshop or services, engage in no religious proselytizing and exert no other religious influence in the provision of such services; (iv) the portion of a facility used to provide services assisted, in whole or in part, under this Agreement shall contain no sectarian or religious symbols or decorations, and; (v) the funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the SUBRECIPIENT in which the services are to be provided; provided that, minor repairs may be made if such repairs are directly related to the services; are located in a structure used exclusively for non-religious purposes, and; constitute in dollar terms only a minor portion of the ESGP expenditure for the public services. (d) SUB RECIPIENT shall comply with the Housing and Community Development Act (HCD Act) of 1992 (Public Law 102-550, approved October 28, 1992), which requires the involvement of, to the extent practicable, homeless individuals and families and operating facilities assisted under the ESGP in providing services for occupants of these facilities (42 U.S.C. 11375(c)(7), as added by Section 1402 (b)). (e) SUB RECIPIENT shall comply with HCD Act, Section 1402 (d), which requires that termination of assistance to any individual or family be in accordance with a formal process, which may include a hearing, established by SUBRECIPIENT. 15. Compliance with Law. SUB RECIPIENT shall comply with all federal, state and local laws and regulations pertinent to its operation and services to be performed hereunder, and shall keep in effect any and all licenses, permits, notices and certificates as are required thereby. 7 PXlerical Servic,," Dcpt\Mp.ibauIESO AlnIiIESG AGltEEMENT oo.Fruee.doc SUB RECIPIENT shall further comply with all laws applicable to wages and hours of employment, occupational safety and to fire safety, health and sanitation. 16. Comprehensive Homeless Assistance Plan. SUBRECIPIENT shall cooperate with EDA in undertaking emergency shelter grant activities and shall assist CITY and EDA in carrying out the Comprehensive Homeless Assistance Plan and shall act in conformity therewith. 17. Non-Discrimination and Equal Opportunity Compliance. SUBRECIPIENT hereby certifies compliance with the following: (a) Executive Order Number 11246, as amended, and the regulations issued thereunder at Title 41, Code of Federal Regulations, Chapter 60; (b) Title VI and Title VII of the Civil Rights Act of 1964 (423 U.S.C. Section 2000(d) et. seq.), as amended by the Equal Opportunity Act of March 24, 1972, (Public Law Number 92-261); (c) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601-3619) and implementing regulations issued pursuant thereto (24 CFR, Part 1); (d) Executive Order Number 11063 and implementing regulations issued pursuant thereto (25 CFR, Part 107); (e) Age Discrimination Act of 1975 (42 U.S.C., Sections 6101-6107); (f) Section 504 of the Rehabilitation Act of 1973 (29 U.S.C., Section 794), and; (g) Executive Orders Numbered 11625, 12432 and 12138 consistent with HUD's responsibilities under these Orders, the SUBRECIPIENT must make efforts to encourage the use of minority and women owned business enterprises in connection with ESGP activities; (h) SUBRECIPIENT shall establish and maintain a procedure through which homeless individuals will be informed of the facilities and services available to all on a nondiscriminatory basis. (i) SUB RECIPIENT agrees to abide by, and include in any subcontracts to perform work under this Agreement, the following clause: "During the performance of this Agreement, SUBRECIPIENT and its subcontractors shall not unlawfully discriminate against any employee or application for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40), or sex. SUB RECIPIENT and subcontractors shall ensure that the evaluation and 8 P:lClcricaJ s.:.....ioes Depl\Mu.ibau\ESG Amu\ESG AGREEMENT IJO..-Fruee.doc treatment of their employees and applications for employment are free of such discrimination. SUBRECIPIENT and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et. seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990, set forth in Chapter five (5) of Division four (4) of Title two (2) of the California Administrative Code are incorporated into this Agreement by reference and made a part hereof as if fully set forth at length. SUB RECIPIENT and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have collective bargaining or other agreement." (j) The equal opportunity clause continued in Section 202 of Executive Order Number 11246, as amended, is hereby incorporated into this Agreement by this reference. (k) During the performance of this Agreement, SUBRECIPIENT and its subcontractors, if any, shall not deny the benefits rendered hereunder to any person on the basis of religion, color, ethnic group identification, sex, age or physical or mental disability. (I) SUBRECIPIENT shall furnish all information and reports as required by Executive Order Number 11246, as amended. (m) SUBRECIPIENT shall include the non-discrimination and compliance provisions of the equal opportunity clause in all subcontracts, if any. 18. Affirmative Action Compliance. Each SUB RECIPIENT or subcontractor with less than fifty (50) employees shall comply with Section 202, Part II, of Executive Order Number 11246, as amended. SUB RECIPIENT shall ensure that subcontractors, if any, falling within the scope of this provision shall comply in full with the requirements thereof 19. Conflict of Interest. No person who is (i) an employee, agent, consultant, officer, or elected or appointed official of the CITY, EDA, state or SUB RECIPIENT that receives ESGP funds and who exercises or has exercised any functions or responsibilities with respect to assisted activities, or; (ii) in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or those with whom he or she has family or business ties, during his or her tenure or for one (1) year thereafter. 9 P:lClericll Services DepllMu.ibau\ESG Amu\ESG AGREEMENT OO-Frazee.doc 20. Elil!:ibility of Contractors and Subcontractors. No ESGP funds allocated to SUB RECIPIENT through this Agreement may be used, directly or indirectly, to employ, award contracts to, or otherwise engage the services of, or purchase the goods of, or fund any contractor or subcontractor during any period of debarment, suspension, or placement in ineligibility status under the provision of 24 CFR, Part 4. 21. Lead Based Paint. SUB RECIPIENT and all subcontractors, if any, shall comply with the requirements, as applicable, of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C., Section 4821-4846) and implementing regulations issued pursuant thereto (24 CFR, Part 35). 22. Flood Insurance. No site proposed on which renovation, major rehabilitation, or conversation of a building, is to be assisted under this part, other than by grant amounts allocated to the state, may be located in an area that has been identified by the Federal Emergency Management Agency as having special flood hazards, unless the community in which the areas is situated is participating in the National Flood Insurance Program and the regulations issued thereunder (44 CFR, Parts 59-79) or less than a year has passed since the Federal Emergency Management Agency notification regarding such hazards, and the SUB RECIPIENT will ensure that flood insurance on the structure is obtained in compliance with Section !02(a) of the Flood Disaster Protection Act of 1973, (42 U.S.C., Section 4001 et. seq.). 23. Notice. Any notices required or desired to be served by either party upon the other shall be addressed to respective parties as set forth below (or to such other addresses as from time to time may be designated, in writing, by the respective parties): AS TO EDA: AS TO SUBRECIPIENT: Gary Van Osdel, Administrator City of San Bernardino Economic Development Agency 201 North "E" Street, 3rd Floor San Bernardino CA 92401-1507 Executive Director Frazee Community Center PO Box 8250 San Bernardino, CA 92412 24. Bindinl!: Successors SUBRECIPIENT, its heirs, assigns and successors in interest shall be bound by all the provisions contained in this Agreement, and all of the parties thereto shall be jointly and severally liable hereunder. 10 P,ICh:riClI Services Depl\Muoibou\ESG ArnIlIESG AGREEMENT OO-Frazec.doc . 25. Assurances. SUBRECIPIENT certifies that it has the legal authority to enter into and meet the requirements of this Agreement. 26. Entire Al!:reement. This Agreement is intended by the parties hereto as the final and exclusive expression of these provisions contained in this Agreement and it supersedes and replaces any and all prior and contemporaneous agreements and understandings, oral or written, in connection therewith. This Agreement may be modified or changed only upon the written consent of the parties hereto. 27. No Third Party Beneficiaries. fill fill fill fill fill fill fill fill fill fill fill fill fill fill fill No third party shall be deemed to have any rights hereunder against any of the parties hereto as a result ofthis Agreement. 1':'C1erico1 Serviceo Dept\Mulibau\ESG AJnll\ES(i AGREEMENTOO-f.......,.doc: 11 IN WITNESS WHEREOF, the parties hereto have hereunto their hands and seals this day and year first above written. CITY OF SAN BERNARDINO FRAZEE COMMUNITY CENTER a California Non-profit Corporation ~~ EX'ecutive Director AT City of San Bernardino ~,-v/u1. ~~ City CIe k ~.~ __g L P esident, oard of Directors Approve as t form and legal content: BY: 12 P:\Clcrical Services Depl\Musibau\ESG Amt.\ESG AGREEMENT OO-F..,ec.doc