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HomeMy WebLinkAboutContracts & Agreements_06-20222022 CNIP GusNIP Market Match Contract 1 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, Redlands, CA 92373 (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-SF 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 teiin 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 1 Term, Engagement, and Services. This Agreement is effective as of January 1, 2022 and terminates on December 31, 2022 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. 2022 CNIP GusNIP Market Match Contract 2 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-SF Contractor agrees to comply with all terms and conditions applicable to the Ecology Center's Grant Agreement with CDFA19-0807-001- SF 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 mfa usda gov/busmess/awards/awardterms html, 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 pnnciples 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-f) and the applicable regulations promulgated there under California Code of Regulations, Title2, Section 7285 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 3 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 $510.00. Contractor agrees to distribute $3,750 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 $4,260 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 incentives distributed through unauthorized outlets Any changes to the attached budget must be agreed to in writing by the Ecology 2022 CNIP GusNIP Market Match Contract 3 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 apphcable 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 7th 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 7th 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 2022 CNIP GusNIP Market Match Contract 4 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 (ui) Contractor shall be solely responsible for the approved subcontractors' compensation and for compliance with all applicable legal and tax requirements 5 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 7 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 2022 CNIP GusNIP Market Match Contract 5 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 Dehverable, 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 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 2022 CNIP GusNIP Market Match Contract 6 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 unenforceabihty, without mvalidatmg any of the remammg 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 WHEREFORE, the Parties have executed this Agreement as of the date(s) set forth below The Ecology Center Signed 7%a Martin Bourque, xecutive Director Date 1/5/2022 City of Redlands Signed�i`� / Mayor Printed Name Paul T Barlch Date I//2/2� Attest Donaldson, City Clerk 2022 CNIP GusNIP Market Match Contract Attachment A Budget CITY OF REDLANDS MARKET MATCH BUDGET JAN 1 2022 - DEC 31 2022 SECTION A SALARIED PERSONNEL (DO NOT INCLUDE VOLUNTEERS) PERSONNEL TITLE NAME OF PERSONNEL PERFORMING WORK PERSONNEL SALARY PERCENT ALLOCATED ON PROJECT CAL. MONTHS ON PROJECT FRINGE RATE (IF APPLICABLE) EXPENSE TOTAL (SAL & FB) GRANT FUNDS NON FEDERAL MATCH TOTAL BUD $0.00 $0.00 $0 00 $0.00 $0.00 $0 00 $0.00 $0.00 $0.00 $0.00 SECTION A TOTAL $0.00 $0 00 $0.00 $0 00 SECTION B HOURLY PERSONNEL (DO NOT INCLUDE VOLUNTEERS) PERSONNEL TITLE NAME OF PERSONNEL PERFORMING WORK PERSONNEL HOURLY RATE NUMBER OF HOURS ON PROJECT IN PERIOD FRINGE RATE % (IF APPLICABLE) EXPENSE TOTAL (SAL & FB) GRANT FUNDS NON FEDERAL MATCH TOTAL BU❑ Program Specialist Conrad Calbes $29.50 150 55% $6,858.75 $6,858 75 $6,858 75 (Admin) Conrad will outreach attending ‘ distribute EBT and N Market (2 hours) for market + (2 admin x Program Specialist Shari Haynes $28 10 50 55% $2 177 75 $2 177 75 $2,177 75 For 12 months of the distributing EBT and Farmers Market (2 h Market Match = 50 h Program Aid Seth Henry $15.09 50 76% $1,327 92 $1,327 92 $1,327 92 For 12 months of the distributing EBT and Farmers Market (2 h Market Match = 50 h Program Aid Michael Gonzalez $15.09 50 71% $1,290.20 $1,290.20 $1,290.20 For 12 months of the and distributing EBT Certified Farmers M distributing Market N Program Aid Julie Schneblin $15.09 50 78% $1 343.01 $1,343.01 $1,343.01 For 12 months of the distributing EBT and Farmers Market (2 h Market Match = 50 h Program Aid Steven Lujan $15.09 50 73°/ $1,305.29 $1,305.29 $1,305.29 For 12 months of the and distributing EBT Certified Farmers M, distributing Market N SECTION B TOTAL $7,444 16 $0.00 S7.444 17 7444 17 SECTION C EQUIPMENT (GREATER THAN $5,000) EQUIPMENT ITEM EXPENSE $ GRANT FUNDS NON-FEDERAL MATCH TOTAL BUD 2022 CNIP GusNIP Market Match Contract Attachment A Budget SECTION D TOTAL $0 00 $0 00 $0.00 $0.00 SECTION E PARTICIPANT/TRAINING COSTS (EXCLUDING INCENTIVES) TYPE OF TRAINING COST (DROPDOWN MENU) EXPENSE DESCRIPTION COST PER UNIT NUMBER OF UNITS EXPENSE $ GRANT FUNDS NON FEDERAL MATCH TOTAL BUD $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SECTION E TOTAL $0.00 $0.00 $0.00 $0.00 SECTION F OTHER DIRECT COSTS SUBSECTION &EXPENSE TYPE (DROPDOWN MENU) EXPENSE DESCRIPTION COST PER UNIT NUMBER OF UNITS EXPENSE $ GRANT FUNDS NON FEDERAL MATCH TOTAL BUD 2 Publication Costs Social media advertisement for customer outreach $50 00 3 $150 00 $150 00 $150 00 Social Media outreac customers 3 ads @' 2 Publication Costs Market Match Flyers for customer outreach $0 16 1,000 $160 00 $160 00 $160 00 Outreach materials v community organiza Centers, Library, Foc about the incentive F 1 Materials & Supplies Market Match Scrip $0 20 1 000 $200 00 $200 00 $200.00 Scrip tokens will be c markets $0.00 $0.00 $0.00 $0 00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SECTION E, ..„r1. 510.00 c iirG•';, $510.0 E, SECTION H INDIRECT COSTS INDIRECT RATE (IF APPLICABLE) MTDC TOTAL GRANT INDIRECT TOTAL INDIRECT SECTION H TOTAL $2,130 00 $0 00 $0 00 SECTION I. TOTAL DIRECT & INDIRECT COSTS TOTAL GRANT FUNDS TOTAL NON- FEDERAL MATCH TOTAL PROJECT BUDGET SECTION I TOTAL $4260 00 $7,444.17 $11,704 17 All expenses (gr Match project of 2022 CNIP GusNIP Market Match Contract Attachment A. Budget NON -INCENTIVE FUNDS 401014. INCENTIVE FUNDS $3;15 o0 $3;750:00" INCENTIVES AS PERCENT OF TOTAL BUDGET 88% 2022 CNIP GusNIP Market Match Contract 10 Attachment B Scope of Work Attachment B Scope of Work Contractor Name. City of Redlands Start Date January 1, 2022 End Date December 31, 2022 Distribution of Incentives Contractor will • Distribute $3,750 Market Match (MM) incentives to SNAP customers at a minimum of 1 Ecology Center -approved Certified Farmers' Markets or faini- direct sites between January 2022 and December 2022, • Provide incentives that are funded by GusNIP federal dollars or non-federal match only for SNAP/CalFresh purchases, • Provide incentives that are funded by GusNIP federal dollars or non-federal match only at outlets (sites) 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 incentives distributed through unauthorized outlets. • Provide the incentives as a dollar -for -dollar SNAP match, up to contractor -set maximum per household, per day; • Produce or reuse all MM scrip needed at the markets served by Contractor In the case where new scrip is produced or printed, the design must first be approved by the EC's Market Match Program Coordinator, Program Manager, Program Director or Executive Director prior to production, • Market Match scrip must be restricted to the purchase of fresh, California -grown fruits and vegetables or plant starts that produce food only at the Certified Farmers' Market or other approved Market Match site No change is to be given on Market Match scrip 100% of the value of the scrip turned in by the farmers/growers/vendors must be paid at 100% of the value to said farmers/growers/vendors Administration and Reporting Contractor will • Hire and maintain sufficient staff or volunteers to execute the program as detailed, • Oversee, track, evaluate, manage, report on any and all Market Match activities under the contract that Contractor is providing or subcontracting, • Turn in monthly invoices, back-up documentation and monthly reports no later than the 7th of each month following the month previous or as requested by the Ecology Center; • Attend 4-6 Consortium calls/webmars If Contractor is not able to attend for any reason, they will be responsible to tell Ecology Center Program Manager in advance, and read minutes or watch webinar recording following the webmar • Attend the annual_virtual/onlme Market Match Face -to -Face Meeting/Conference 2022 CNIP GusNIP Market Match Contract 11 Attachment B Scope of Work 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 7t1i of each month following the month previous, • Cooperate fully 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. 2022 CNIP GusNIP Market Match Contract 12 Attachment C Debarment Certification 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 depaitiuent/agency, (b) Has within a three-year penod preceding this certification been convicted of or had a civil judgment rendered against it for commission of fraud or a criminal offense in connection with obtaimng, attempting to obtam, or performing a public transaction or contract (federal, state, or local), violation of federal or state antitrust statutes, or commission of embezzlement, theft, forgery, bnbery, 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 penod precedmg 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 Date Authorized Signature for Contractor Paul T Banch, Mayor Printed Name and Title