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HomeMy WebLinkAboutContracts & Agreements_9-2021Q44*/,�� ecology center AGREEMENT FOR SERVICES THIS AGREEMENT ("Agreement") is made and entered into by the Ecology Center, a nonprofit public benefit corporation organized under the laws of the State of California with offices at 2530 San Pablo Avenue, Berkeley, California, 94702 and City of Redlands with offices at 35 Cajon Street, Suite 222 (hereafter "Contractor," and together with the Ecology Center, the "Parties"). The Ecology Center enters into this Agreement to carry out a portion of its California Nutrition Incentive Program ("CNIP") Grant Agreement with the California Department of Food and Agriculture- ("CDFA") grant contract number 19-0807-001-FR. WHEREAS, Contractor has the required capacity to provide the services sought by the Ecology Center; and WHEREAS, Ecology Center wishes to utilize Contractor's services and abilities during the term of this Agreement, and Contractor is willing to offer such services upon the terms and conditions contained in this Agreement; NOW THEREFORE, in consideration of the promises contained herein, the Parties agree as follows: Term, Engagement, and Services. This Agreement is effective as of January 1, 2021 and terminates on December 31, 2021 unless terminated earlier as provided herein. During the term of this Agreement, the Ecology Center hereby engages Contractor and Contractor hereby agrees to serve the Ecology Center, as an independent contractor and not as an employee or agent of the Ecology Center. Contractor shall be available to work for reasonable periods of time to perform the scope of services and provide deliverables according to the budget and schedule as set forth in Attachment A: Budget, Attachment B: Scope of Work, and Attachment C: Debarment Certification Form (the "Services"), included with and hereby made a part of this agreement. Either party to this Agreement may terminate this Agreement at any time, with or without cause, by giving the other party thirty (30) days written notice. Should Contractor default in the performance of this Agreement or materially breach any of its terms, the Ecology Center at its option, may terminate this Agreement effective immediately upon giving written notice to Contractor stating the reason for the termination of this Agreement. Contractor's original grant proposal and any revisions thereto, including all supplemental documentation provided by contractor to document grant deliverables, match, and incentives to be distributed, is incorporated by reference as a part of this agreement. 2. Compliance with Terms of the Ecology Center Grant CDFA Agreement 19-0807-001-FR. Contractor agrees to comply with all terms and conditions applicable to the Ecology Center's Grant Agreement with CDFA19-0807-001-FR. Contractor also agrees to comply with all applicable Federal and State regulations, including but not limited to, the Code of Federal Regulations (2CFR 230, 2CFR 200), Research Terms and Conditions (06/11) and NIFA Agency Specific Terms and Conditions (10/14) at http://www.nifa.usda.gov/business/awards/awardtenns.htmt; General Provisions found in Title 2: 2CFR Part 400; 2 CFR Part 415; 2 CFR Part 416; 2 CFR Part 418; 2 CFR Part 422; 7 CFR 3015, 3016, 3019, Title 7: 7 CFR Part 3430, and allowable cost principles found in 2 CFR 220, 225, and 230 or Federal Acquisition Regulation 48 CFR 31.2 all incorporated by reference and found at http://www.gpo.gov/fdsys/browse/collectionCfr.action?collectionCode=CFR Contractor also agrees to comply with the provisions of the Fair Employment and Housing Act (Gov. Code 12990 (a-t) and the applicable regulations promulgated there under California Code of Regulations, Title2, Section 7285. Contractor is required to provide a non-federal match as stated in Attachments A: Budget. All matching funds must directly benefit and be specifically identifiable with approved project objectives. The Contractor is required to maintain complete, accurate, up-to-date records to support all matching activities under the award. Matching requirements may not be satisfied with Federal funds or with property or services provided under another Federal assistance award. Ecology Center may withhold payment of funds for expenses deemed unallowable by CDFA. In the event that it is determined by the Ecology Center that a contractor has been paid for work and expenses that are deemed unallowable, Contractor will be required to refund to the Ecology Center all grant funds which were disbursed to the Contractor for unallowable expenses. Compensation. Project Expenses. and Payment Terms. A budget that is agreed to by both parties is attached to this Agreement as Attachment A. Total expenses for Services, excluding incentives, shall not exceed $1,165. Contractor agrees to distribute $3,000 in incentives on SNAP/CalFresh purchases as set forth in Attachment B. Total payment for Services and Incentives distribution under this Agreement shall not exceed $4,165. In addition, Contractor agrees to contribute non-federal, cash, or in -kind match, of goods or services equal to or exceeding $5,196 in fulfillment of the deliverables of the project as set forth in Attachment A: Budget. Contractor certifies that all match sources are non-federal and all match expenses and in -kind services are for the purposes and objectives set forth in the terms and conditions of the Federal and State award and meet all grant award requirements pertaining to project match. All original match expense receipts, invoices, and other back-up documentation must be retained by the Contractor and kept on file, available on request for audit purposes. Contractor may only distribute incentives at outlets that have been approved for participation by USDA's Food and Nutrition Services (FNS) via a Memorandum of Understanding (MOU). A signed MOU between CDFA and each outlet must be reviewed and approved by FNS prior to the outlet's participation. Distributing incentives at outlets not approved by FNS is a violation of this contract and Contractor will be required to repay grant funds for E incentives distributed through unauthorized outlets. Any changes to the attached budget must be agreed to in writing by the Ecology Center prior to Contractor incurring costs exceeding the original budgeted amount of any line item. Contractor is entitled to reimbursement for reasonable expenses to the extent that such expenses are budgeted, necessary for the performance of the Services under this Agreement, and are considered allowable costs under applicable Federal and State regulations as outlined and noted in Section 2. of this contract agreement. Monthly invoices and back-up documentation shall be e-mailed in the provided Excel formats and submitted by the Vh day of the month following the reporting/invoicing month to receive payment within thirty (30) days of the Ecology Center's receipt of the invoice and all required backup documentation, with the exception that in no case shall the Contractor receive payment prior to the Ecology Center's receipt of payment from the Grantor for the period billed. Monthly invoices must be submitted using the invoice, timesheet and mileage tracking templates provided by the Ecology Center and must adhere to all procedures and policies as required by the Ecology Center. Invoicing documents must include the dates and hours worked and the nature of the work performed in the description. Contractor shall attach original or scanned copies of receipts for all expenses billed under this Agreement. All original receipts, invoices, and other back-up documentation must be retained by the Contractor and kept on file, available on request for audit purposes. The invoice and all required documentation must be submitted before a payment will be processed. The Ecology Center may withhold payment on an invoice until all required information or documentation has been provided by Contractor. Monthly progress reports are due by the 7"' day of the month following the reporting month and must include a description of the progress made on grant deliverables as described in Attachment A. Progress reports must also include a description of the amount of incentives distributed by market/site for the reporting month. 4. Independent Contractor. Contractor and the Ecology Center agree that Contractor is, and shall be, an independent contractor and not an employee or agent of the Ecology Center. Nothing in this Agreement shall be interpreted or construed as creating the relationship of employer and employee between the Ecology Center and Contractor and/or Contractor's approved employees or subcontractors. Contractor is responsible for all applicable legal and governmental obligations as an independent contractor, including, without limitation, all business licenses, worker's compensation and liability insurance requirements and the withholding and transmittal of all fees and taxes. Contractor shall not be an agent of the Ecology Center and shall not have any authority to sign agreements for the Ecology Center or to bind the Ecology Center to any agreements or other obligations. Any agreement to be executed for the Ecology Center shall be presented to and be signed by a duly authorized representative of the Ecology Center. It is expected that Contractor will work directly with the Ecology Center in performing the Services. However, if Contractor wishes to hire subcontractors in performance of the Services, Contractor must obtain the prior written consent of the Ecology Center and, in that event: (i) each approved subcontractor must agree to terms consistent with the terms of this Agreement; (ii) approved subcontractors shall be Contractor's sole responsibility; and (iii) Contractor shall be solely responsible for the approved subcontractors' compensation and for compliance with all applicable legal and tax requirements. Taxes: If Contractor, or Contractor's organization, is not incorporated, the Ecology Center will inform Contractor of the total amount of payments made to Contractor on a calendar year basis during January of the following year and report such payments as required by law. Contractor shall be responsible for complying with all applicable national and local employment, income and other tax laws. 6. Indemnification: Contractor agrees to protect, indemnify, defend and hold harmless the Ecology Center and its directors, officers, employees and agents from and against any and all claims, demands, actions, judgments, fines, penalties, liabilities, losses, settlements, taxes, damages, injuries, costs or expenses (including, without limitation, attorneys' fees and all other fees and costs incurred in investigating or defending any claim or action), either directly or indirectly, which may be asserted against any of the foregoing persons by Contractor, Contractor's employees, agents or subcontractors, or third parties, in any manner related to, arising out of or resulting from: (a) Contractor's performance of the Services under this Agreement; (b) any failure of Contractor to perform its obligations under this Agreement; (c) any claim that the Services and/or Deliverables infringe the intellectual property rights of a third person; (d) any acts of Contractor beyond the scope of its authority under this Agreement; (e) any negligence, willful misconduct or other wrongful acts or omissions of Contractor, its employees, agents or subcontractors; (f) any injury, damage or death to Contractor, its employees, agents, subcontractors, partners or other representatives; or (g) any injury, damage or death to any third party. Representations and Warranties: Contractor represents and warrants that: (a) Contractor has the full power to enter into and perform this Agreement and to make the grant of rights contained herein; (b) all Services performed hereunder shall be performed in accordance with the Ecology Center's specifications and requirements and with all necessary care, skill and diligence; (c) the Deliverables will meet the description of Deliverables set forth in Attachment B; (d) upon delivery of each Deliverable, the Ecology Center will have marketable title to such Deliverable, free and clear of all liens and encumbrances; and (e) the use of the Deliverables for the purposes intended will not infringe upon or violate any rights of privacy, publicity, patents, copyrights or any other rights of any nature of any third party. 8. Confidentiality. Contractor acknowledges that Contractor will have access to proprietary and confidential information in order to perform specific duties and provide the Services. Contractor warrants that Contractor will not use or disclose any information received or obtained by Contractor in connection with Contractor's performance of the Services except as necessary to perform the Services. Contractor shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of the Ecology Center's information as Contractor employs with respect to its own Confidential Information of a like importance. This warranty shall not apply in any instance where the Ecology Center has expressly directed 12 Contractor, in writing, to disclose information to a third party. 9. Legal Compliance. The laws of the State of California shall govern the interpretation of this Agreement. Any action to enforce this Agreement shall be brought in the Superior Court for the County of Alameda or in the U.S. District Court for the Northern District of California, San Francisco, California. 10. Assignment. Contractor may not assign, delegate or subcontract neither this Agreement nor any of its rights, duties or obligations under this Agreement without the prior written consent of the Ecology Center. Any purported assignment or delegation not consented to by the Ecology Center shall be void at the Ecology Center's option and shall constitute a material breach of this Agreement. 11. Amendments and Waivers. Any supplement to or modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both Parties. A waiver by either party of any breach of this Agreement will not operate as a waiver of any other breach of this Agreement. 12. Notices. All notices required under this Agreement will be delivered in writing to the recipient's contact designated in the first paragraph of this Agreement, or to such other contact as designated in writing from time to time. Notices shall be by hand delivery, nationally recognized overnight courier, certified or registered mail, email, or facsimile and will be effective upon receipt or when delivery is refused, whichever occurs sooner. 13.Records. All financial records and documentation pertaining to this contract, including incentives and match expenses, will be maintained for three years after the completion of the grant period. All original expense receipts, invoices, and other back-up documentation must be retained by the Contractor and kept on file, available on request for audit purposes. If any provision of this Agreement is prohibited or is unenforceable, said provision shall be ineffective to the extent of such prohibition or unenforecability, without invalidating any of the remaining provisions of this Agreement. This Agreement contains the entire agreement of the Parties and supersedes any and all previous agreements, which may have been made, whether orally or in writing. 5 WHEREFORE, the Parties have executed this Agreement as of the date(s) set forth below The Ecology Center Signed: Executive Director Printed Name: Date: City of Redl ame of Co tracting Organization Signed: Executive Director/Authorized Signatory Printed Name: Paul Barich, Mayor Date: 21-12 /,?-1 ATTEST: ne Donaldson, City Clerk 1.1 k L I -o ! {@ - \\ \ \\ | , { {{\ Z - §- i {#-'> -;! 45 - /k!!! LU \ ]z � } e LL E I§ $ . b _ [ 2 ! 77 ` / D & �\ wj�� w w cc Lu §))| ) y)|§ - � / k � \ w k ■ � .4�z § § § 12. ] | § ] , [ ] § � e k k ; §1111 e # % � SEE to {) / / ) ■ § � Ex m Iffil \ \ \ ) ■ > ± )w { ) [\ ) ©- f� E« !¥ \2 ^ v }§ \ i\R ! ( cli J )kk - ; § [ - _ | kz Q January — December 2021 Ecology Center CNIP Grant Systems, Tracking, Evaluation Contractor will work with the Ecology Center to • Administer a unified data collection and tracking mechanism for Market Match participants in order to track all monthly reporting and evaluation metrics accurately and in a timely fashion; • Provide input, feedback, and cooperation on the development, implementation, and execution of State and National evaluation metrics, tools, and systems; • Carefully track federal and non-federal match budget spending and work with the Ecology Center on any necessary Line Item Shift adjustments or Grant reporting requirements. Contractor will • Carefully and completely track, input, and report on all program metrics that are deemed useful/needed by the Ecology Center. These monthly reports will be provided by or before the 7"' of each month following the month previous; • Cooperate filly and support data collection and analysis conducted through Ecology Center and California Department of Food & Agriculture's required evaluation of the GusNIP project, and any national evaluation conducted through the GusNIP Training, Technical Assistance, Evaluation and Information Centers (NTAE). Promotions & Outreach to Market Match Eligible Customers • All Market Match promotional and outreach materials and signage must be approved by the EC's Market Match Program Coordinator, Program Manager, Program Director or Executive Director prior to printing and distribution; • All promotional and outreach materials and signage must promote the Market Match program and align with program branding, messaging, look and feel. Contractor will • Produce locally -focused, MM branded, outreach materials and advertising in accordance with approved budget and budget justification; • Partner with local media, social service agencies, and community based organizations to distribute outreach materials to promote the purchase of fruits and vegetables to SNAP/CalFresh shoppers at Certified Farmers' Markets and other approved Market Match sites. Contractor will work with the Ecology Center to • Improve and build upon uniform MM language and statewide materials; • Participate in any and all statewide, regional or locally focused centralized promotions or outreach strategies executed by the Ecology Center on behalf of the statewide MM program. 11 ATTACHMENT C DEBARMENT CERTIFICATION FORM The Contractor certifies that, neither the Contractor firm nor any owner, partner, director, officer, or principal of the Contractor, nor any person in a position with management responsibility or responsibility for the administration of federal funds; (a) is presently debarred, suspended, proposed for debarment, and declared ineligible or voluntarily excluded from covered transactions by any federal or state department/agency; (b) Has within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for. corrunission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Is presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or (d) Has within a three-year period preceding this certification had one or more public transactions or contracts (federal, state, or local) terminated for cause or default. The Contractor further certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Dated this 94 day of DEOFaQ LE9 , 2020 :A Authorized Signature for Contractor Chris &Da-r Printed Name and Title 12