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Home My WebLink About25F - AGMT INTERIM HOMELESS SHELTERREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: CLERK OF COUNCIL USE ONLY: APPROVED FIRST AMENDMENT TO AGREEMENT ❑ As Recommended WITH MERCY HOUSE LIVING CENTERS ❑ As Amended INC., TO OPERATE AN INTERIM E] Ordinance on nd Rea g ❑ 2 Ordinance on 2 Reading HOMELESS SHELTER IN SANTA ANA ❑ Implementing Resolution (STRATEGIC PLAN NOS. 1,6; 5,4; 5,6) ❑ Set Public Hearing For RECOMMENDED ACTION CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to approve amendment to the agreement with Mercy House Living Centers, Inc. to operate an Interim Homeless Shelter in Santa Ana, to include provision of indemnification relating to certain Contractor's obligations under the separate, written lease entered into by Contractor to secure a site. DISCUSSION On the September 18th, 2018 City Council meeting, the City Council approved an agreement with Mercy House Living Centers, Inc., to operate an Interim Homeless Shelter in Santa Ana for a period of one year, with the option to renew for up to one additional year. The First Amendment to Agreement narrates the City's partnership provide additional indemnification to the Contractor relating to Section 8 of the agreement (Exhibit A). In specific, the City and the Contractor agree to indemnify, defend and hold harmless each other. In particular, the City will provide safeguards to the Contractor throughout the term of the lease in the event that the site is not vacated, come end of lease term. Staff finds the indemnification to the be in the best interest of the City in order to move forward with the establishment of the low barrier Interim Emergency Homeless Shelter to mitigate the impacts of homelessness in Santa Ana and to provide unsheltered individuals and families experiencing homelessness a safe shelter with supportive services to improve the quality of life for all. STRATEGIC PLAN ALIGNMENT The activities covered by this report allow the City to meet Goal # 1 — Community Safety, Objective # 6 (enhance Public Safety Integration, communication and community outreach); Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 4 (Support neighborhood vitality and livability) and # 6 (Focus projects and programs on improving the health and wellness of all residents). 25F-1 First Amendment to agreement with Mercy House for Homelessness Related Services October 16, 2018 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Steven A. Mendoza Executive Director Community Development Agency Robert C. Cortez Deputy City Manager City Manager's Office Exhibit: 1. First Amendment to Agreement with Mercy House Living Centers to Operate an Interim Emergency Homeless Shelter 25F-2 EXHIBIT 1 FIRST AMENDMENT TO AGREEMENT WITH MERCY HOUSE LIVING ` CENTERS TO OPERATE AN INTERIM EMERGENCY HOMELESS SHELTER THIS FIRST AMENDMENT to the above -referenced agreement is entered into on October 16, 2018, by and between Mercy House Living Centers, Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement No. A-2018-221, dated September 18, 2018, by which Contractor agreed to administer and operate an interim, low barrier emergency homeless shelter in the City of Santa Ana ("Agreement"). B. The City wishes to provide additional indemnification in favor of Contractor relating to certain of Contractor's obligations under the separate, written lease entered into by Contractor to secure the premises for Contractor's obligations under the Agreement. C. The parties now wish to amend the Agreement accordingly. The Parties therefore agree: 1. Section 8, Indemnification, is deleted in its entirety and replaced in its entirety with the following: City and Contractor agree to indemnify, defend, and hold harmless each other, including their respective officers, directors, employees, representatives, agents, successors, and assigns, from and against all claims, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs, and expenses (including, without limitation, reasonable attorney's fees) (collectively, "Claims and Damages") to the extent arising out of their respective breach of this Agreement and/or negligence or willful misconduct in the performance of their respective obligations under this Agreement. Additionally, and notwithstanding the foregoing mutual indemnification, City shall also independently indemnify, defend, and hold Contractor (and its officers, directors, employees, representatives, agents, successors, and assigns) harmless from any and all Claims and Damages to which Contractor may become subject under the written lease entered into by Contractor to secure the premises for its obligations under this Agreement, which such Claims and Damages for the purposes hereof shall include, without limitation, any payments of rent, monies, lost profits, or other consequential damages arising from any holdover and failure to timely surrender and vacate the premises and deliver possession of the premises to the Lessor thereof at the time and in the manner and condition required by such lease. The property owner (Lessor) from which Contractor leases the premises for Contractor's obligations under this Agreement shall be considered a third party beneficiary of this indemnification by City with respect to such payments of rent, monies, lost profits, or other consequential damages arising from holdover and failure to timely Page I of 2 25F-3 EXHIBIT 1 surrender and vacate the premises and deliver possession of the premises to the Lessor thereof at the time and in the manner and condition required by the Lease. All indemnification obligations in this section 8 shall survive expiration of this Agreement. 2. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney A 117 By: /rV_ JQAN M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL Robert Cortez Deputy City Manager CITY OF SANTA ANA RAUL GODINEZ II City Manager MERCY HOUSE LIVING CENTERS, INC. Name: Title: Page 2 of 2 25F-4