Loading...
HomeMy WebLinkAboutORANGE, COUNTY OF (10)INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL n Tr SEP� 0 6 201g 0- � MD C� / a tC,,9\t MEMORANDUM OF UNDERSTANDING k�,O a T This Memorandum of Understanding ("Memorandum") dated as of the �fN day of September, 2018 ("Effective Date") is between the City of Santa Ana ("City") and County of Orange, a political subdivision of the State of California ("County") (referred to herein individually as a "Party" and collectively as the "Parties"). RECITALS A. City and County have been working cooperatively to identify real property for a homeless shelter to serve Santa Ana's needs and a more conducive replacement facility for the County's Courtyard. This shelter is intended to replace the shelter that is currently being operated by the County on Santa Ana Boulevard in the former OCTA bus station ("Courtyard") with a facility featuring increased bed capacity and enhanced services. B. City and County have tentatively identified for this purpose a site located at 3100 — 3120 West Central Avenue, in the City of Santa Ana ("Site"), and would like to memorialize the basic understanding they have reached concerning further steps to control the Site and to outline the operation of the Site as a homeless shelter. C. The purpose of this Memorandum is to provide a basic understanding concerning the discussions the Parties are having with respect to the proposed homeless shelter on the Site and set forth some (but not all) basic provisions that the Parties contemplate including in a potential Operating Agreement should the Site or an alternative site be secured. INTENDED ACQUISITION AND USE OF SITE A. City has communicated in writing to the owner of the Site that it wishes to acquire the Site. To date, the City's intent has been to secure the Site by purchase, but the Parties acknowledge that the Site may also be secured by a long-term lease or by other means. B. The Parties recognize that an alternative site(s) may be acquired for the purposes described herein using similar means with mutual agreement of the Parties in the event control of the Site is not obtained for any reason. C. The Parties intend for the Site to provide 425 beds to fully replace the Courtyard facility, provide 125 guaranteed beds allocated to Santa Ana, and provide the balance of beds to serve the needs of the Central Service Planning Area (SPA). To achieve these purposes, it is understood that the Site will feature bed space for up to approximately 600 individuals solely from the Central Service Planning Area (SPA). Of this amount, 425 beds are intended for County use to relocate the individuals currently residing at the Courtyard. The City shall have guaranteed access to 125 beds at the Site(s). Other than the guaranteed 125 beds, the Parties mutually agree that any available beds or services provided at the Site(s) will be limited to individuals from the Central SPA, and will be allocated based on the proportionality of unsheltered homeless individuals in the Central SPA. D. Through the use of a contractor or otherwise, County expects to provide services at the Site equal to those provided at the Courtyard, plus additional services, including but not limited to social and mental health services as determined in the reasonable discretion of the County. E. County expects to provide transportation for all individuals relocated from the Courtyard to the new Site or an alternative site. F. The County shall issue all land use approvals and permits required for the renovation and operation of the Site. Page 9 of 4 G. The County shall control the management and operational plan for the Site, as well as the types of clients who are served at the Site. The County shall operate the Site as a homeless shelter for 15 years, after which the County may use the site for any use, in its sole and absolute discretion. H. Once the Site is operational as a homeless shelter, the County shall discontinue the Santa Ana armory program, as well as the Courtyard. II. COST SHARING BETWEEN THE PARTIES A. If a fee simple interest in the Site is acquired by the City either through purchase or by other means, the County agrees to pay up to ten million dollars ($10,000,000). However, in no event shall the County be obligated to pay more than the amount for which the City acquires the Site or an alternative site. B. If the City acquires a leasehold interest in the Site, County agrees to pay the lease costs for a period of no less than 15 years. The Parties will use their best efforts to secure a lease that is commercially reasonable for the Site or an alternative site. C. On a one time basis, at the time that possession of the Site is given to the County, the City shall allocate all of its $3,500,000 of State Homeless Emergency Aid Program dollars to the County to fund the County's acquisition and improvement costs for the Site. D. On an annual basis beginning on the date that possession of the Site is given to the County, and on the anniversary of that date thereafter for the entire time the Site is operated as a homeless shelter, the City shall allocate $1,000,000 to the County for the operation and administration of the Site. E. If the Site is not acquired by lease, purchase, or other means within twelve months of the Effective Date, and no alternative site(s) is acquired within that time for the same purpose, this Memorandum shall be terminated without any additional action and have no force or effect, unless the Parties otherwise agree in writing to extend this Memorandum for a period of time. F. In the event an alternative site(s) is secured for the purposes described herein during the time when this Memorandum is effective, the provisions in Section II shall equally apply. III. MISCELLANEOUS A. The Parties shall indemnify, defend with counsel approved in writing, save and hold each of its elected officials, officers, directors, agents and employees harmless from any and all claims, injuries, liabilities, actions, damages, losses or expenses, of every type and description to which they may be subjected arising out of any act or omission of, its employees, representatives, agents and independent contractors in connection with the implementation of the actions described in this Agreement. The Parties' duties and obligations under this paragraph shall survive termination or expiration of this Agreement. B. Upon the execution of this Memorandum, City and County shall cooperate and establish a working team to advance the acquisition and development of the Site, or an alternative site(s), for the purposes described herein. C. Neither Party shall have the right to assign this Memorandum without the express written approval of the other Party. This Memorandum shall be binding upon and inure to the benefit of the Parties and their permitted successors, assigns and legal representatives. D. This Memorandum contains the entire agreement between the Parties with respect to the acquisition of the Site and initial and ongoing funding, though not for the operation of the Site. No alteration or variation of the terms of this Memorandum shall be valid unless made in writing and signed Page 2 of 4 by the Parties; and no oral understanding or agreement not incorporated herein shall be binding on either of the Parties. E. Notices or other communications which may be required or provided under the terms of this Memorandum shall be given as follows: Cities: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Sana Ana, CA 92701 Attention: City Manager County: County of Orange/County Executive Office 333 W. Santa Ana Blvd., 31d Floor Santa Ana, CA 92701 Attention: Frank Kim, CEO All notices shall be in writing and deemed effective when delivered in person or deposited in the United States mail, first class, postage prepaid and addressed as above. Notwithstanding the above, the Parties may also provide notices by facsimile transmittal, and any such notice so given shall be deemed to have been given upon receipt during normal business hours or, in the event of receipt after business, on the following business day. Any notices, correspondence, reports and/or statements authorized or required by this Memorandum, addressed in any other fashion shall be deemed not given. F. In any action or proceeding to enforce or interpret any provision of this Memorandum, or where any provision hereof is validly asserted as a defense, the Parties shall bear their own attorney's fees, costs and expenses. G. This Memorandum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. H. Prior to the acquisition or lease of the Site, either Party may terminate this Memorandum upon thirty (30) days' notice to the other Party. I. In the event County or City defaults in the performance of any of their obligations under this Memorandum or materially breaches any of the provisions of this Memorandum, the other Party may enforce this Memorandum through specific performance or may exercise any other available remedies. Additionally, the failure of one Party to fulfill its obligations hereunder shall relieve the other Party of doing so as well upon thirty (30) days' prior written notice to the other Party. In the event City or County cures such default within such thirty (30) day period, all obligation hereunder shall continue in full force and effect. J. Each Party represents and warrants that the execution, delivery and performance of this Memorandum have been duly authorized by all necessary action of such Party's governing board, and the person executing this Memorandum on behalf of such Party has been duly authorized and empowered to do so on behalf of such Party. K. The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Memorandum. L. This Memorandum may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Page 3 of 4 M. Either Party shall be excused from performing its obligations under this Memorandum during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or local government; national fuel shortage; or a material wrongful act or omission by the other Party; when satisfactory evidence of such cause is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. IV. OPERATING AGREEMENT. Following build -out of the Site, the Parties contemplate that an Operating Agreement will be needed for the homeless shelter in the event the Site, or an alternative site(s), is secured. The Parties shall endeavor to develop such an Operating Agreement; however, in the event one is not agreed to by the Parties, the County may operate the shelter as it determines in its reasonable discretion. City -and County have executed this Memorandum of Understanding as of the date and year first written above. CITY OF SANTA ANA, CALIFORNIA By: .- Raul Go Inez II City Manager APPROVED AS TO FORM By: A14 IF41,11k John.Funk Assi nt City Attorney ATTEST r Ma Maria D. Huizar v Clerk of the Council COUNTY OF ORANGE By:V Frank Kim Chief Executive Officer APPROVED AS TO FORM: Office of the County Counsel Orange C unty, California By: Leon J. Page County Counsel Page 4 of 4