Amendment No. 1 070124

G-150 (3-24; HSH 3-24) Page 1 of 10 July 1, 2024 F$P: 1000024655 CITY AND COUNTY OF SAN FRANCISCO DEPARTMENT OF HOMELESSNESS AND SUPPORTIVE HOUSING FIRST AMENDMENT TO GRANT AGREEMENT between CITY AND COUNTY OF SAN FRANCISCO and TENDERLOIN HOUISNG CLINIC, INC. THIS AMENDMENT of the April 1, 2022 Grant Agreement (the "Agreement") is dated as of July 1, 2024 and is made in the City and County of San Francisco, State of California, by and between TENDERLOIN HOUSING CLINIC, INC. ("Grantee") and the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation ("City") acting by and through The Department of Homelessness and Supportive Housing ("Department"). RECITALS WHEREAS, Grantee was selected pursuant to San Francisco Administrative Code Section 21B, which authorizes the Department to enter into, or amend, contracts without adhering to the Administrative Code provisions regarding competitive bidding related to Projects Addressing Homelessness; and WHEREAS, City and Grantee desire to execute this Amendment to update the Agreement in order to update the grant amount and extend the agreement term; and WHEREAS, the City’s Homelessness Oversight Commission approved this Amendment by Resolution No. 24-045 on May 2, 2024; NOW, THEREFORE, City and Grantee agree to amend said Grant Agreement as follows: 1. Definitions. Terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Grant Agreement. (a) “Agreement” shall mean the Agreement dated April 1, 2022 between Grantee and City; (b) “San Francisco Labor and Employment Code”: As of January 4, 2024, San Francisco Administrative Code Chapters 21C (Miscellaneous Prevailing Wage Requirements), 12B (Nondiscrimination in Contracts), 12C (Nondiscrimination in Property Contracts), 12K (Salary History), 12P (Minimum Compensation), 12Q (Health Care Accountability), 12T (City Contractor/Subcontractor Consideration of Criminal History in Hiring and Employment Decisions), and 12U (Sweatfree Contracting) are redesignated as Articles 102 (Miscellaneous Prevailing Wage Requirements), 131 (Nondiscrimination in Contracts), 132 (Nondiscrimination in Property Contracts), 141 (Salary History), 111 (Minimum DocuSign Envelope ID: 249D3D5F-9550-4F9A-B6E0-EC37D7A07C1F G-150 (3-24; HSH 3-24) Page 2 of 10 July 1, 2024 F$P: 1000024655 Compensation), 121 (Health Care Accountability), 142 (City Contractor/Subcontractor Consideration of Criminal History in Hiring and Employment Decisions), and 151 (Sweatfree Contracting) of the San Francisco Labor and Employment Code, respectively. Wherever this Agreement refers to San Francisco Administrative Code Chapters 21C, 12B, 12C, 12K, 12P, 12Q, 12T, and 12U, it shall be construed to mean San Francisco Labor and Employment Code Articles 102, 131, 132, 141, 111, 121, 142, and 151, respectively. 2. Modifications to the Agreement. The Grant Agreement is hereby modified as follows: 2.1 Section 3.2 Duration of Term of the Agreement currently reads as follows: (a) The term of this Agreement shall commence on April 1, 2022 and expire on June 30, 2024, unless earlier terminated as otherwise provided herein. Grantee shall not begin performance of its obligations under this Agreement until it receives written notice from City to proceed. Such section is hereby replaced in its entirety to read as follows: 3.2 Duration of Term. The term of this Agreement shall commence on April 1, 2022, and expire on June 30, 2026, unless earlier terminated as otherwise provided herein. Grantee shall not begin performance of its obligations under this Agreement until it receives written notice from City to proceed. 2.2 Section 4.2 Grantee’s Personnel of the Agreement is hereby deleted and replaced in its entirety to read as follows: 4.2 Qualified Personnel. The Grant Plan shall be implemented only by competent personnel under the direction and supervision of Grantee. 2.3 Section 5.1 Maximum Amount of Grant Funds of the Agreement currently reads as follows: (a) In no event shall the amount of Grant Funds disbursed hereunder exceed Six Million Nine Hundred Forty Thousand Five Hundred Twenty Four Dollars ($6,940,524). (b) Grantee understands that, of the Maximum Amount Of Grant Funds listed under Article 5.1 (a) of this Agreement, One Million Three Hundred Eighty Eight Thousand One Hundred Five Dollars ($1,388,105) is included as a contingency amount and is neither to be used in Budget(s) attached to this Agreement or available to Grantee without a modification to the Appendix B, Budget, which has been approved by the Department of Homelessness and Supportive Housing. Grantee further understands that no payment for any portion of this contingency amount will be made unless DocuSign Envelope ID: 249D3D5F-9550-4F9A-B6E0-EC37D7A07C1F G-150 (3-24; HSH 3-24) Page 3 of 10 July 1, 2024 F$P: 1000024655 and until a modification or revision has been fully approved and executed in accordance with applicable City and Department laws, regulations, policies/procedures and certification as to the availability of funds by Controller. Grantee agrees to fully comply with these laws, regulations, and policies/procedures. Such section is hereby replaced in its entirety to read as follows: 5.1 Maximum Amount of Grant Funds. (a) In no event shall the amount of Grant Funds disbursed hereunder exceed Nine Million Nine Hundred Eighty Four Thousand Two Hundred Forty Four Dollars ($9,984,244). (b) Grantee understands that, of the Maximum Amount of Grant Funds listed under Article 5.1 (a) of this Agreement, Four Hundred Twenty One Thousand Six Hundred Thirty Five Dollars ($421,635) is included as a contingency amount and is neither to be used in the Budget attached to this Agreement or available to Grantee without a modification to the Budget, which has been approved by the Department of Homelessness and Supportive Housing. Grantee further understands that no payment for any portion of this contingency amount will be made unless and until a modification or revision has been fully approved and executed in accordance with applicable City and Department laws, regulations, policies/procedures and certification as to the availability of funds by Controller. Grantee agrees to fully comply with these laws, regulations, and policies/procedures. 2.4 Section 5.2 Use of Grant Funds of the Agreement is hereby deleted and replaced in its entirety to read as follows: 5.2 Use of Grant Funds. Grantee shall use the Grant Funds only for Eligible Expenses and for no other purpose. Grantee shall expend the Grant Funds in accordance with the Budget and shall obtain the prior approval of City before transferring expenditures from one line item to another within the Budget. 2.5 Section 5.4 Reserved. (State or Federal Funds) of the Agreement is hereby deleted and replaced in its entirety to read as follows: 5.4 State or Federal Funds. (a) Disallowance. Where the funds are provided by the State or Federal government, with respect to Grant Funds, if any, Grantee agrees that if Grantee claims or receives payment from City for an Eligible Expense, payment or reimbursement of which is later disallowed by the State or Federal government, Grantee shall promptly refund the disallowed amount to City upon City's request. At its option, City may offset all or any portion of DocuSign Envelope ID: 249D3D5F-9550-4F9A-B6E0-EC37D7A07C1F G-150 (3-24; HSH 3-24) Page 4 of 10 July 1, 2024 F$P: 1000024655 the disallowed amount against any other payment due to Grantee hereunder or under any other Agreement. Any such offset with respect to a portion of the disallowed amount shall not release Grantee from Grantee's obligation hereunder to refund the remainder of the disallowed amount. (b) Grant Terms. Where the funding for this Agreement is provided in full or in part by a federal or state Grant to the City, as part of the terms of receiving the funds, the City is required to incorporate some of the terms into this Agreement and include certain reporting requirements. 2.6 Section 6.7 Submitting False Claims of the Agreement is hereby deleted and replaced in its entirety with: 6.7 Submitting False Claims. Grantee shall at all times deal in good faith with the City, shall only submit a Funding Request to the City upon a good faith and honest determination that the funds sought are for Eligible Expenses under the Grant, and shall only use Grant Funds for payment of Eligible Expenses. Any Grantee who commits any of the following false acts shall be liable to the City for three times the amount of damages the City sustains because of Grantee's act. A Grantee will be deemed to have submitted a false claim to the City if Grantee: (a) knowingly presents or causes to be presented to an officer or employee of the City a false Funding Request; (b) knowingly disburses Grants Funds for expenses that are not Eligible Expenses; (c) knowingly makes, uses, or causes to be made or used a false record or statement to get a false Funding Request paid or approved by the City; (d) conspires to defraud the City by getting a false Funding Request allowed or paid by the City; or (e) is a beneficiary of an inadvertent submission of a false claim to the City, subsequently discovers the falsity of the claim, and fails to disclose the false claim to the City within a reasonable time after discovery of the false claim. 2.7 Section 10.1 Types and Amounts of Coverage of the Agreement is hereby replaced in its entirety to read as follows: 10.1 Types and Amounts of Coverage. Without limiting Grantee's liability pursuant to Article 9, Grantee shall maintain in force, during the full term of this Agreement, insurance in the following amounts and coverages: (a) Workers’ Compensation, in statutory amounts, with Employers’ Liability Limits not less than one million dollars ($1,000,000) each accident, injury, or illness. (b) Commercial General Liability Insurance with limits not less than one million dollars ($1,000,000) each occurrence and two million dollars ($2,000,000) general aggregate for Bodily Injury and Property Damage, including Contractual Liability, Personal Injury, Products and Completed Operations; policy must include Abuse and Molestation coverage. DocuSign Envelope ID: 249D3D5F-9550-4F9A-B6E0-EC37D7A07C1F G-150 (3-24; HSH 3-24) Page 5 of 10 July 1, 2024 F$P: 1000024655 (c) Commercial Automobile Liability Insurance with limits not less than one million dollars ($1,000,000) each occurrence Combined Single Limit for Bodily Injury and Property Damage, including Owned, Non-Owned and Hired auto coverage, as applicable. (d) Professional liability insurance for negligent acts, errors or omission with respect to professional or technical services, if any, required in the performance of this Agreement with limits not less than one million dollars ($1,000,000) each claim. 2.8 Section 10.6 Evidence of Insurance of the Agreement is hereby deleted and replaced in its entirety to read as follows: 10.6 Evidence of Insurance. Before commencing any operations under this Agreement, Grantee shall furnish to City certificates of insurance and Additional Insured policy endorsements with insurers with ratings comparable to A-, VIII or higher, that are authorized to do business in the State of California, and that are satisfactory to City, in form evidencing all coverages set forth above. Failure to maintain insurance shall constitute a material breach of this Agreement. 2.9 Section 13.3 Subcontracting of the Agreement is hereby deleted and replaced in its entirety to read as follows: 13.3 Subcontracting. If the Budget lists any permitted subgrantees, then notwithstanding any other provision of this Agreement to the contrary, Grantee shall have the right to subcontract on the terms set forth in this Section. If the Budget specifies that there are no permitted subgrantees, then Grantee shall have no rights under this Section. (a) Limitations. In no event shall Grantee subcontract or delegate the whole of the Grant Plan. Grantee may subcontract with any of the permitted subgrantees set forth in the Budget without the prior consent of City; provided, however, that Grantee shall not thereby be relieved from any liability or obligation under this Agreement and, as between City and Grantee, Grantee shall be responsible for the acts, defaults and omissions of any subgrantee or its agents or employees as fully as if they were the acts, defaults or omissions of Grantee. Grantee shall ensure that its subgrantees comply with all of the terms of this Agreement, insofar as they apply to the subcontracted portion of the Grant Plan. All references herein to duties and obligations of Grantee shall be deemed to pertain also to all subgrantees to the extent applicable. A default by any subgrantee shall be deemed to be an Event of Default hereunder. Nothing contained in this Agreement shall create any contractual relationship between any subgrantee and City. DocuSign Envelope ID: 249D3D5F-9550-4F9A-B6E0-EC37D7A07C1F G-150 (3-24; HSH 3-24) Page 6 of 10 July 1, 2024 F$P: 1000024655 (b) Terms of Subcontract. Each subcontract shall be in form and substance acceptable to City and shall expressly provide that it may be assigned to City without the prior consent of the subgrantee. In addition, each subcontract shall incorporate all of the terms of this Agreement, insofar as they apply to the subcontracted portion of the Grant Plan. Without limiting the scope of the foregoing, each subcontract shall provide City, with respect to the subgrantee, the audit and inspection rights set forth in Section 6.6. Upon the request of City, Grantee shall promptly furnish to City true and correct copies of each subcontract permitted hereunder. 2.10 ARTICLE 15 NOTICES AND OTHER COMMUNICATIONS of the Agreement is replaced by the following: 15.1 Requirements. Unless otherwise specifically provided herein, all notices, consents, directions, approvals, instructions, requests and other communications hereunder shall be in writing, shall be addressed to the person and address set forth below and may be sent by U.S. mail or email, and shall be addressed as follows: If to the Department or City: Department of Homelessness and Supportive Housing Contracts Unit 440 Turk Street San Francisco, CA 94102 [email protected] If to Grantee: Tenderloin Housing Clinic, Inc. 126 Hyde Street San Francisco, CA 94102 Attn: Randy Shaw, Executive Director [email protected] Any notice of default must be sent by certified mail or other trackable written communication. 15.2 Effective Date. All communications sent in accordance with Section 15.1 shall become effective on the date of receipt. 15.3 Change of Address. Any party hereto may designate a new address for purposes of this Article 15 by notice to the other party. 2.11 Section 16.8 Requiring Minimum Compensation for Employees of the Agreement is hereby deleted and replaced in its entirety to read as follows: 16.8 Requiring Minimum Compensation for Employees. Grantee shall pay covered employees no less than the minimum compensation required by San Francisco Labor and Employment Code Article 111, including a minimum DocuSign Envelope ID: 249D3D5F-9550-4F9A-B6E0-EC37D7A07C1F G-150 (3-24; HSH 3-24) Page 7 of 10 July 1, 2024 F$P: 1000024655 hourly gross compensation, compensated time off, and uncompensated time off. Grantee is subject to the enforcement and penalty provisions in Article 111. Information about and the text of the Article 111 is available on the web at http://sfgov.org/olse/mco. Grantee is required to comply with all of the applicable provisions of Article 111, irrespective of the listing of obligations in this Section. By signing and executing this Agreement, Grantee certifies that it complies with Article 111. 2.12 Section 16.21 Compliance with Other Laws of the Agreement is hereby deleted and replaced in its entirety to read as follows: (a) Without limiting the scope of any of the preceding sections of this Article 16, Grantee shall keep itself fully informed of City’s Charter, codes, ordinances and regulations and all state, and federal laws, rules and regulations affecting the performance of this Agreement and shall at all times comply with such Charter codes, ordinances, and regulations rules and laws. (b) Grantee represents that it is in good standing with the California Attorney General’s Registry of Charitable Trusts and will remain in good standing during the term of this Agreement. Grantee shall immediately notify City of any change in its eligibility to perform under the Agreement. Upon City request, Grantee shall provide documentation demonstrating its compliance with applicable legal requirements. If Grantee will use any subcontractors/subgrantees/subrecipients to perform the Agreement, Grantee is responsible for ensuring they are also in compliance with the California Attorney General’s Registry of Charitable Trusts at the time of grant execution and for the duration of the agreement. Any failure by Grantee or any subcontractors/subgrantees/subrecipients to remain in good standing with applicable requirements shall be a material breach of this Agreement. 2.13 Section 16.23 Reserved. (Additional Requirements for Federally-Funded Awards) of the Agreement is hereby deleted and replaced in its entirety to read as follows: 16.23 Additional Requirements for Federally-Funded Awards, when applicable. (a) Grantee shall comply with the requirements described in 2 CFR 25.200, or any successor provisions, to provide a valid Unique Entity Identifier (UEI) and maintain an active SAM.gov registration with current information. (b) The Grant Agreement is subject to 2 CFR Part 175, Award Term for Trafficking in Persons. Federal funding under this Grant Agreement may be terminated without penalty if Grantee: (1) Engages in severe forms of trafficking in persons during the period of DocuSign Envelope ID: 249D3D5F-9550-4F9A-B6E0-EC37D7A07C1F