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HomeMy WebLinkAbout25C - AMEND AGMT WITH MERCY HOUSEREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE APPROVE AMENDMENTS TO AGREEMENTS WITH MERCY HOUSE LIVING CENTERS, INC. TO INCREASE EMERGENCY SOLUTIONS GRANT AND TO UTILIZE HOMELESS EMERGENCY AID PROGRAM FUNDS FOR THE LINK SHELTER ($2,305,911) /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Authorize the City Manager to execute a third amendment to the agreement with the Mercy House Living Centers, Inc. to increase funding for the operation of the Link shelter, in the amount of $398,123, for a total amount not to exceed $6,398,123, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute an agreement with Mercy House Living Centers, Inc. to utilize Homeless Emergency Aid Program funds in an amount not to exceed $2,300,000, to count toward the total amount of $6,398,123 through October 14, 2020 for the Link shelter agreement, subject to non -substantive changes approved by the City Manager and City Attorney. The Homeless Emergency Aid Program will fund the additional $398,123 noted above. 3. Authorize the City Manager to execute an amendment to the Emergency Solutions Grant agreement increasing the amount of funding for the Link Shelter by $5,910.43, for a total amount not to exceed $322,401.43 for program year 2019-2020, to count toward the $6,398,123 for the Link shelter, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On September 18, 2018, the City Council approved an agreement with Mercy House Living Centers, Inc. (Mercy House) to operate an interim Emergency Homeless Shelter in Santa Ana for a period of one year, with the option to renew for up to one additional year. The total maximum amount of the agreement was $6 million. Since September 2018, the contract was renewed for an additional year and was amended to authorize the expenditure of Program Year 1 and 2 continency funds. 25C-1 Approve Amendments and Contract With Mercy House February 18, 2020 Page 2 The initial proposal and contract were prepared prior to securing a facility and was based on experience from other shelter operation budgets. Once a location was secured, it was found that the facility improvements and operation costs exceeded the proposed budget. The areas that created the biggest increase to the budget were utilities, fencing, and leasing costs. To pay for the deficit accrued in year one and for the ongoing operation of the Link shelter through the end of the contract term, it is necessary to increase the contract amount by $398,123 to cover both Year One deficits and projected costs for Year Two. In September 2018, the City entered into a Memorandum of Understanding (MOU) with the County to relocate the Courtyard Emergency Homeless Shelter to a more suitable location and to expand shelter beds for the specific use by the City of Santa Ana. Upon receiving and recognizing $3,690,886 in Homeless Emergency Aid Program (HEAP) funds from the State of California, Business, Consumer Services and Housing Agency, the City committed the use of $3.5 million for this purpose. When the MOU became null and void, the City re -obligated the funds for use at the Link shelter and for the new permanent shelter. In order to use a portion of the HEAP funds for the Link, it is necessary to execute an agreement with Mercy House contract to include the conditions of the grant and include applicable State requirements governing the use of the HEAP funds. The $2,300,000 in HEAP funds shall count toward the total agreement of $6,398,123 from the City to Mercy House for the Link shelter. On June 4, 2019, the City Council authorized the City Manager and the Clerk of the Council to execute agreements with non-profit homeless service providers as part of the 2019-2020 Emergency Solutions Grant (ESG) Program. Mercy House was awarded $316,491 for ESG activities including $200,000 for operations at the Link shelter. At the close of Fiscal Year 2018-19, unspent funds from the ESG Program recipients totaling $5,910.43 were recaptured for redistribution. Staff recommends utilizing these unspent funds to help off -set the increased cost of operations at the Link. The additional $5,910.43 shall count toward the amount of funds due from the City to Mercy House. Should the need for the Link shelter to be extended beyond October 14, 2020, a separate staff report will be prepared for consideration by the City Council. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts 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 Objective #6 (Focus projects and programs on improving the health and wellness of all residents). FISCAL IMPACT The $2,300,000 in HEAP funds and the $5,910.43 in ESG funds shall count toward the total agreement of $6,398,123 due from the City to Mercy House for the Link shelter. If all the recommended actions are approved, the anticipated expenditure plan is as follows: 25C-2 Approve Amendments and Contract With Mercy House February 18, 2020 Page 3 Fiscal Accounting Fund Description Accounting Unit, Amount Year Unit -Account # Account Description FY 2019-20 12218700-69135 Emergency and HEAP Grant, Payment to $1,183,026 (Feb. -June) Health Grants Subagent FY 2019-20 13518785-69135 Emergency ESG Grant, Payment to $5,911 (Feb. -June) Solutions Grant Subagent FY 2020-21 12218700-69135 Emergency and HEAP Grant, Payment to $1,116,974 (July -Oct.) Health Grants Subagent Total: $2,305,911 APPROVED AS TO FUNDS AND ACCOUNTS: Steven A. Mendoza Kathryn Downs, CPA Executive Director Executive Director Community Development Agency Finance and Management Services Agency Exhibits: 1. Third Amendment with Mercy House Living Centers Inc. 2. HEAP Agreement with Mercy House Living Centers Inc. 3. Amendment to ESG Subrecipient Agreement 25C-3 EXHIBIT 1 THIS TI-SHW AMENDMENT to the above -referenced agreement is entered into on February 18, 2020, by and between Mercy House Living Centers, h10. ("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. On October 16, 2018, the parties entered into First Amendment to Agreement No, A-2018- 221-01 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 its obligations under the Agreement. C, On February 5, 2019, the parties entered into Second Amendment to Agreement No, A-2018- 221-02 to increase the amount of funds to be expended in Year 1 of the Agreement due to additional start-up costs incurred by Contractor for improvements made to the premises. D. The Agreement remains in effect, and the parties now wish to further amend the Agreement to again increase funding to pay for the deficit accrued in year one and for the ongoing operation of the Link shelter through the end of the Agreement term, The Parties therefore agree: 1. Section 3(c), Start -Up Funding and Compensation, is amended to increase the total sum to be expended under the Agreement by up to $398,123.00 to cover both year 1 deficits and projected costs for year 2, for a total sum to be expended under this Agreement not to exceed $6,398,123.00, upon receipt from Contractor of proper invoices evidencing costs for services and reimbursable items to be provided by Contractor tinder the Agreement. 2. Except as modified by this Third Amendment, and all prior amendments, all terms and . conditions of the Agreement shall remain in full force and effect. Pap 1 of 2 25C-4 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Agreement on the date and year first written above. ATTEST DAISY GOMEZ Cleric of the Council APPROVED AS TO FORM SONIA VALHO City Attorney RECOMMENDED FOR APPROVAL STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager MERCY HOUSE LIVING CENTERS, INC. Name• O.QI TitlZJ+,tt U\CC— Page 2 of 2 25C-5 EXHIBIT 2 HOMELESS EMERGENCY AID PROGRAM SUBCONTRACTOR AGREEMENT BETWEEN THE CITY OF SANTA ANA AND MERCY HOUSE LIVING CENTERS, INC. THIS GRANT AGREEMENT ("HEAP Agreement'), is hereby made and entered into this February 18, 2020, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("Contractor"), and Mercy House Living Centers, Inc., a California nonprofit organization ("Subcontractor"). RECITALS: A. Pursuant to Chapter 5 (commencing with Section 50210) of Part 1 of Division 31 of the Health and Safety Code, and all other relevant provisions established. under SB850 (Chapter 48, Statutes of 2018), the State of California has established the Homeless Emergency Aid Program ("HEAP"), HEAP is administered by the California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency. HEAP provides one-time flexible block grant funds to Administrative Entities to address their immediate homelessness challenges. B, Contractor is the recipient of HEAP funds from the State of California, In 2018, Contractor entered into Agreement Number 18-HEAP-00007 with the State of California receiving and recognizing $3,690,885.84 in HEAP grant funds to be used by Contractor to address immediate homeless challenges ("State HEAP Agreement'). A true and correct copy of the State HEAP Agreement is attached hereto as Exhibit A and incorporated herein by this reference. C. Subcontractor has been made aware of the State HEAP Agreement and agrees to comply with all the conditions of the State HEAP Agreement and the applicable State requirements governing the use of HEAP grant funds. D. Contractor previously entered into an Agreement with Subcontractor to Operate an Interim Erncrgency Homeless Shelter, Agreement No. A-2018-221, dated September 18, 2018, by which Contractor committed a set amount of funds to Subcontractor for the operation of The Link Interim. Emergency Homeless Shelter ("Program"), E. Contractor now approves the provision of HEAP grant funds to Subcontractor in an amount not to exceed $2,300,000,00, to be used in the operation of the Program. This $2,300,000.00 in HEAP grant funds shall count toward the amount of funds due from the Contractor to Subcontractor under Agreement No. A-2018- 221, as amended. 25C-6 EXHIBIT 2 F. Subcontractor represent that it has the requisite qualifications, expense, and experience in the provision of the program and is willing to use said HEAP grant funds to operate said Program. G. This HEAP Agreement is contingent upon the award of HEAP grant funds from tine State of California, California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency, H. Contractor and Subcontractor have duly executed this HEAP Agreement for the expenditure and utilization of said HEAP funds. NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this HEAP Agreement, and the following tenns and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire HEAP Agreement between the Contractor and Subcontractor: 1. SCOPE OF SERVICES Subcontractor shall perform during the term of this HEAP Agreement, the tasks and Obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services necessary for the Program, the operation of the Link interim emergency homeless shelter. 2. TERM This HEAP Agreement shall take effect on the date frst written above and shall terminate on December 31, 2020, wiless otherwise cancelled or modified according to the terms of this HEAP Agreement. 3. DISBURSEMENT AND FUNDS A. Contractor was allocated $3,690,886.00 in HEAP grant funds from the State of California to be expended by June 30, 2021. Contractor agrees to pay to Subcontractor when, if and to the extent State HEAP grant funds are received a sum not to exceed $2,300,000.00 for Subcontractor's performance of the Program since January 1, 2020, and through the term of this HEAP Agreement, which shall count toward the amount of funds due from the Contractor to Subcontractor under Agreement No. A-2018-221, as amended. Said sum shall be paid after Contractor receives invoices submitted by Subcontractor as provided herein. B. Subcontractor shall submit quarterly invoices (on or before the 151h day of October, January, April, and July) in a form prescribed by the Contractor, detailing such expenses. Such schedule may be modified with the approval of the Contractor, C. Payment is subject to the receipt and approval of such invoices and quarterly activity reports. Contractor shall pay such invoices within thirty (30) days after receipt thereof, provided Contractor is satisfied that such expenses have been incurred within the scope of this 25C-7 EXHIBIT 2 HEAP Agreement and that the Subcontractor is in compliance with the terms and conditions of this HEAP Agreement. The thirty (30) day period will discontinue if the reimbursement request is determined to be incomplete and will restart the thirty -day timeline once the remaining required elements have been submitted. Failure to provide any of the required documentation will cause the Contractor to withhold all or a portion of a request for reimbursement until such documentation has been received and approved by the Contractor. D. Subcontractor agrees to use said fiords pursuant to this HEAP Agreement to pay for necessary and reasonable costs allowable under state Iaw and regulations to operate said HEAP Program only. Said amounts shall include and will be limited re the operation of the Link. interim emergency homeless shelter only. Subcontractor's failure to perform as required may, in addition to other remedies set forth in this HEAP Agreement, result in readjustment of the amount of funds the Contractor is otherwise obligated to pay to the Subcontractor pursuant to the terms hereof, or termination of this HEAP Agreement, 4. STATE HEAP AGREE) ME, NT A. Contractor entered into State HEAP Agreement Number 18-HMAP-00007 with the State of California receiving arld recognizing $3,690,885.84 in HEAP grant fiords to be. used by Contractor to address immediate homeless challenges, A true and correct copy of the State HEAP Agreement is attached hereto as Exhibit A and incorporated herein by this reference. Subcontractor has been made aware of the State HEAP Agreement and agrees to comply with all the conditions of the State HEAP Agreement and the applicable State requirements governing the use of HEAP grant funds, B. Pursuant to the State I-IEAP Agreement, Subcontractor is required to; Perform the work in accordance with Federal, State and Local housing and building codes, as applicable. Maintain at least the minimum State -required worker's compensation for thosc employees who will perform the work or any part of it. Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, Erin or corporation who may be injured or damaged by the Subcontractor in performing the work or any part of it. iv. Agree to include all the terms of the State HEAP Agreement in each subcontract. 5. INDEPRNDEN'1' CONTRACTOR Subcontractor shall, during the entire tern of this HEAP Agreement, be construed to be an independent contractor and not an employee of the Contractor. This HEAP Agreement is not Wended nor shall it be, construed to create all employcr-employce relationship, a joint venture 25C-8 EXHIBIT 2 relationship, or to allow the Contractor to exercise discretion or control over the professional manner in which Subcontractor performs the services which are the subject matter of this HEAP Agreement; however, the services to be provided by Subcontractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Subcontractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATE' RIALS This HEAP Agreement creates a non-exclusive and perpetual license for Contractor to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings orr data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Subcontractor under this HEAP Agreement ("Documents & Data"). Subcontractor shall require all subcontractors to agree in writing that Contractor is granted a non-exclusive and perpetual license for any Documents &Data the subcontractor prepares under this HEAP Agreement. Subcontractor represents and warrants that Subcontractor has the legal right to license any and all Documents & Data Subcontractor makes no such representation and warranty in regard to Documents & Data which were provided to Subcontractor by the Contractor. Contractor shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this HEAP Agreement shall be at Contractor's sole risk. INSURANCE Prior to undertaking performance of work under this HEAP Agreement, Subcontractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance, Subcontractor shall maintain commercial general liability insurance naming the Contractor, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited tc Protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Subcontractor's operations in the performance of this HEAP Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000po per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the Contractor, its officers, employees, agents, and representatives as additional insured(s); (b) be prlmary and not contributory with respect to insurance or self-insurance programs maintained by the Contractor; and (c) contain standard separation of insureds provisions. 25C-9 EXHIBIT 2 b. Business automobile liability insurance, or equivalent form, with a combined single Iimit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Subcontractor, if Subcontractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance, Prior to commencing the performance of the work under this HEAP Agreement, Subcontractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000'000 per accident, d, If Subcontractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of riot less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Subcontractor pursuant to this section: i. Subcontractor shall maintain all insurance required above in full force and effect for the entire period covered by this HEAP Agreement. ii. Certificates of insurance shall be furnished to the Contractor upon execution of this HEAP Agreement and shall be approved by the Contractor, Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the Contractor, iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this HEAP Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the HEAP Agreement. V. Subcontractor shall supply Contractor with a fully executed additional insured endorsement. f. If Subcontractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Contractor with required proof that insurance has been procured and is in force and paid for, the Contractor shall have the right, at the Contractor's election, to forthwith terminate this HEAP Agreement. Such termination shall not affect Subcontractor's right to be paid for its time and materials expended prior to notification of termination. Subcontractor waives the right to receive compensation and agrees to indemnify the Contractor for any work performed prior to approval of insurance by the Contractor. 25C-10 EXHIBIT 2 8, INDEMNInCATION Subcontractor agrees to defend, and shall indemnify and hold harmless the Contractor, its officers, agents, employees, contractors, special counsel, and representatives from liability; (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise'from the negligent operations of the Subcontractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this HEAP Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this HEAP Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of; or effects, arising from this HEAP Agreement. The Subcontractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the Contractor, including fees and costs for special counsel to be selected by the Contractor, regarding any action by a third party challenging the validity of this HEAP Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or properly rights arises by reason of the terms of, or effects arising from this HEAP Agreement. Contractor may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Subcontractor's services are subject to Civil Code Section 2782.8 the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Subcontractor, 9. RECORDS Subcontractor shall keep records and invoices in connection with the work to be performed under this HEAP Agreement, Subcontractor shall maintain complete and accurate records with respect to the costs incurred under this HEAP Agreement and any services, expenditures, and disbursements charged to the Contractor for a minimum period, of three (3) years, or for any longer period required by law, from the date of final payment to Subcontractor under this HEAP Agreement, All such records and invoices shall be clearly identifiable. Subcontractor shall allow a representative of the Contractor to examine, audit d make transcripts or copies of such records and any other documents created pursuant to this HEAP , an Agreement durhig regular business hours. Subcontractor shall allow inspection of all work, data, documents, proceedings, and activities related to this HEAP Agreement for a period of three (3) Years from the date of final payment to Subcontractor under this HEAP Agreement. 10. CONFIDENTIALITY If Subcontractor receives from the Contractor information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Subcontractor agrees that it shall not use or disclose such information except in the performance of this HEAP Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. I Confidential 25C-11 EXHIBIT 2 Information" shall include all nonpublic information, Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means, Confidential information disclosed to either patty by any subsidiary and/or agent of the other party is covered by this HEAP Agreement, The foregoing obligations of non-use and nondisclosure shall not apply to any inforimation that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Subcontractor disclosed in a publicly available source; (e) is in rightful possession of the Subcontractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Subcontractor without reference to information disclosed by the Contractor, 11. CONFLICT OF INTEREST CLAUSE Subcontractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict I under this HEAP Agreement. n any manner with performance of services specified 12. NON-DISCRIMINATION Subcontractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, term Other employment related activities. Subcontractor affirms that it is an equal opportunity ination or employer and shall comply with all applicable federal, state and local laws. and regulations. 13. EXCLUSIVITY AND AMENDMENT This HEAP Agreement and the State HEAP Agreement represent the complete and exclusive statements between the Contractor and Subcontractor, and supersede any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this I -MAP Agreement and the State HEAP Agreement, the terms of the State HEAP Agreement shall prevail. This Heap Agreement may not be modified except by written instrument signed by the Contractor and by an authorized representative of Subcontractor, The parties agree that any terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Subcontractor or the Contractor. Each party to this HEAP Agreement aelmowledges that no representations, inducements, promises or agreements, orally 01 otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein, 14. ASSIGNMENT Inasmuch as this HEAP Agreement is intended to secure the specialized services of Subcontractor, Subcontractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Contractor and any such assignment, transfer, delegation or subcontract without the Contractor's prior written consent shall be considered null and void. Nothing in this HEAP Agreement shall be construed to limit the Contractor's ability to have any of the services which are the subject to this HEAP Agreement performed by Contractor personnel or by other Subcontractors retained by Contractor. 25C-12 EXHIBIT 2 15. TERMINATION This REAP Agreement may be terminated by the Contractor upon thirty (30) days written notice of termination. In such event, Subcontractor shall be entitled to receive and the Contractor shall pay Subcontractor compensation for all services performed by ceSubcontractorvele Prior to receipt of such notice of termination, subject to the following conditions: ition of such payment, the Executive Director may requre Subcontractor to -deliver todthe Contractor all wok product(s) completedas of such date, andtin such case such work product shall be the property of the Contractor unless prohibited by law deems appropriate. , and Subcontractor consents to the Contractor's use thereof for such put -poses as the Contractor b. Payment need not be made for work that fails to meet the standard of performance Specified in the Recitals of this HEAP Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this HEAP Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, not shall any waiver constitute a continuing waiver unless the speciwriting so specifies. 17, JURISDICTION - VENUE This LEAP Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this HE Agreement shall be determined and governed by the laws of the State of California, Both parties further agree that Orange County, California, shall be the venuc for any action or proceeding that may be brought or arise out of, in connection with or by reason of this HEAP Agreement. 18. PROFESS.IONAL LICENSES Subcontractor shall, throughout the term of this HEAP .Agreement, maintain all necessary hereunder and required by the laws and regulations of the United States, the State of licenses, permits, approvals, waivers, and exemptions necessary for the provision of tho services , California the City of Santa Ana and all other governmental agencies. Subcontractor shall notify the Contractor immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for trmination ofthis HEAP Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this HEAP Agreement shall be in writing and shall be deemed to be properly given if delivered in person or 25C-13 EXHIBIT 2 mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons; CONTRACTOR: Terri Eggers Sr. Comtnimity Development Analyst City,of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702-1988 (714) 647-5378 (714) 647-6549 FAX teggers@santa-ana.org SUBRECIPIENT; Larry Haynes Executive Director Mercy House Living Centers, Inc PO Box 1905 Santa Ana, CA 92701 714-836-7188 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address, If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a, Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this HEAP Agreement, and shall indemnify Contractor fully, including reasonable costs and attorney's fees, for any injuries or damages to Contractor in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if frilly set forth in the body of this HEAP Agreement. (Signal ures on following page) 25C-14 i0a:11-111 a IN WITNESS WHEREOF, the parties hereto have executed this HEAP Agreement on the date and year first written above. ATTEST DAISY GOMEZ Cleric of the Council APPROVED AS TO FORM SONIA CARVALHO City t �y Li Attorney RECOMMENDED FOR APPROVAL STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager MERCY HOUSE LIVING CENTERS, INC. Title: 10 25C-15 EXHIBIT 2 EX- IBIT A STATE HEAP AGREEMENT NUMBER 18-HEAP-00007 11 25C-16 EXHIBIT 2 The City of Santa Ana 18-HEAP-00007 Page 1 of 1 Standard Agreement EXHIBIT E Amended Terms Homeless Emergency Aid Program (HEAP) BCSH is authorizing a revision to Exhibit B, Section 1, as requested by the Contractor on December 11, 2019. In no way does this amendment relieve the Contractor of its requirements under the remainder of the agreement, which include complying with the no -reimbursement provisions of the HEAP contract for all remaining HEAP funds, using a minimum of five percent of HEAP funds for the purposes of addressing youth homelessness, and using a maximum of five percent of HEAP funds for the administration of this grant. 2. Notwithstanding Exhibit B of this agreement and based on the revisions requested by the Contractor and authorized in Section 1 of this Exhibit, the following figures represent the new allocation of HEAP resources approved underthe current HEAP agreement. The Contractor agrees to expend funds consistent with the allocation provided below: A. Services: $ 2,698,000.00 B. Rental Assistance or Subsidies: $ 00.00 C. Capital Improvements: $ 623,797.26 D. Homeless Youth Set -Aside: $ 184,544.29 E. Administrative Costs`. $ 184,544.29 F. Other: $ 00.00 Total HEAL' Award Amount: $ 3,690,885.84 Homeless Emergency Aid Program Contractor's Initial NOFA bate: 09/05/2018 25C-17 STATE OF CALIFORNIA STANDARD AGREEMENT AMENDMENT STD 213•A..(Rev 06103) ❑ Check here if additional pages are attached _____ pages -- AGREEMENTNUMBER 18-HEAP-00007 REGISTRATION NUMBER CA-602 1. This Agreement is entered into between the State Agency and the Contractor named below: STATE AGENCY'S NAME BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY CONTRACTOR'S NAME The City of Santa Ana 1 EXHIBIT 2 2. The term of this Ic� upon BOSH Approval through 1013112021 .4nraamcn4 3. The maximum amount 3,580,885.84 of this Agreement is: 4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement. Exhibit E — Amended Terms IN WITNESS WHEREOF, this has been executed by the CONTRACTOR parties hereto. CONTRACTOR'S NAME (bother then an Individual, state whether a corporation, partnership, etc.) The City of Santa Ana BY (Authorized Signature) DATE SIGNED (Do not type) PRINTED NAME AND TITLE OF PERSON SIGNING ADDRESS --- 20 Civic Center Plaza, Santa Ana, CA 92701 STATE OF CALIFORNIA AGENCYNAME BUSINESS, CON MERS SERVICES AND HOUSING AGENCY' BY (A i ad Signatu e) DATE SIGNED (Do not type) rS k h I� to PRIN NAME AN LE OF PERAA 91TNFNG` Alexis Podesta, Secretary ❑ Exempt per: Business, Consumer Services and Mousing Agency ADDRESS 815 Capitol Mall, Suite 350-A, Sacramento, CA 95814 Pt of General only 25C-18 EXHIBIT 2 STATE OF CALIFORNIA AGREEMENT SUMMARY �-� AGREEMENT NUMBER AMENDMENTNUMBER STD 215IRev, DB/2017j 18-HEAP-00007 CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED 1. CONTRACTOR'S NAME 2. FEDERAL I.D. NUMBER City of Santa Ana N/A 3. AGENCY TRANSMITTING AGREEMENT 4. DIVISION, BUREAU, OR OTHER UNIT S. AGENCY BILLING CODE Business, Consumer Services and Housing Agency Homeless Coordinating and Financing Council N/A 6a, CONTRACT ANALYST NAME Ob. EMAIL 6c. PHONE NUMBER Daniel Castillo daniel.castiilo@bcsh.ca.gov (916) 651-2788 7. HAS YOUR AGENCY CONTRACTED FOR THESE SERVICES BEFORE? QNo F]Yes(If Yes, enterprior Contractor Name andAgreemant Number) PRIOR CONTRACTOR NAME PRIOR AGREEMENT NUMBER 6. BRIEF DESCRIPTION OF SERVICES Contract is for the provision of shelter and services to address homelessness. 9, AGREEMENT OUTLINE (Include reason for Agreement Identifyspecilic problem, edmmistradiis requirement, program need or other circumstances making the Agreement necessary, Include special or unusual terms and conditions) Pursuant to Chapters (commencing with Section 50210) of part 1 of Division 31 of the Health and Safety Code, and all other relevant provisions established under SB 850 (Chapter 48, Statutes of 2018), the State has established the Homeless Emergency Aid Program (HEAP). HEAP is administered by the California Homeless Coordinating and Financing Council inthe Business, Consumer5ervices and Housing Agency. HEAP provides one-time flexible block grant funds to Administrative Entities to address their Immediate homelessness challenges. 10. PAYMENT TERMS (More than one may apply) Monthly Flat Rate Q quarterly One -Time Payment Progress Payment © Itemized Invoice Withhold °A Q Advanced Payment Not To Exceed © Reimbursement I Revenue or % Other (Explain) 11.PROJECTED EXPENDITURES FUND TITLE ITEM FISCAL YEAR CHAPTER STATUTE PROJECTED EXPENDITURES General Fund 0515-101.0001 2018-19 29 2018 $3,690,885.84 OBJECTCODE 5432000- Grants & Subventions -Governmental AGREEMENT TOTAL $3,690,885.84 OPTIONAL LSE AMOUNT ENCUMBERED BY THIS DOCUMENT $3,690,885,84 PRIOR AMOUNT ENCUMBERED FOR THIS AGREEMENT I certify upon my own personal knowledge that the budgeted funds for the current TOTAL AMOUNT ENCUMBERED TO DATE budget year ate av itable for the period and purpose of the expenditure stated above. $3,690,885.84 ACCOUNT) G. P ICER'S SIGNATURE ACCOUNTING OFFICER'S NAME fPrint or Type) DATE SIGNED (/j )/ ) 25C-19 EXHIBIT 2 STATE OF CALIFORNIA g AGREEMENT SUMMARY STD 215 (Rev, 08/2017) 18-HEAP-00007 NUMBER AGREEMENT TERM FROM TERM THROUGH TOTALCOSTOF THISSTRANSACTION BID, SOLE SOURCE, EXEMPT Original 8/3112021 EXEMPT Amendment 1 Amendment 2 TOTAL, ❑ Request for Proposal (RFP) (Attach lustl9callon If secondary methodls used) ❑ Use of Master Service Agreement ❑ Invitation for Sid (IFB) ❑ Exempt from Bidding (Give authority for exempt status) ❑ Sole Source Contract (Attach STO. 821) 0 Other (Explain) Authorizing legislation provides a predetermined allocation of funds. Mote: Proof of advertisement In the State Contracts Register or an approved form STO. 621, Contract Advertising Exemption Request, must be attached I* SUMMARY OF BIDS (List ofbidders, bldamount and small business status) (If an amendment, sole source, crexampt leave blank) N/A 18, IF AWARD OF AGREEMENT IS TO OTHER THAN THE LOWER BIDDER, EXPLAIN REASON(S) (If an amendment sole source, or exempt leave blank) N/A 16. WHAT IS THE BASIS FOR DETERMINING THAT THE PRICE OR RATE IS REASONABLE? N/A 17a. JUSTIFICATION FOR CONTRACTING OUT (check one) Convecting out Is justified based an Government Code 19136(b). When this box 19130(a)❑ Contracting out t based on nest savings per Government Code ❑ Is checked, a completed JUSTIFICATION - CALIFORNIA CODE OF Not Applicable The State (interPersonagency Board has been Other notified, REGULATIONS, TITLE 2, SECTION 547.60 must be attached to this document. ❑✓ Not Applicable (Interagency / Public Works /Other ) . 17b. EMPLOYEE BARGAINING UNIT NOTIFICATION ❑ By checking this box, f hereby certify compliance with Government Code section 19132(b)(1). AUTHORIZED SIGNATURE SIGNER'S NAME (Print or Type) DATE SIGNED NIA been reported to n,y V, 4„tl 01JIUM eel Housing? ❑ No []Yea Q WA N/A 19 HAVE CONFLTAS REQU RED YOTHE STATE CONTRACT MANUAL SEICTIONF INTEREST ISSUES BEEN IDENTIFED AND7.10? RESOLVED El No [:]Yes © N/A 0 Mo ❑Yes ❑NIA 20. FOR CONSULTING AGREEMENTS: Did oureviewan 23. ATHIS LED VETERAALL NBSSA contractor evaluations on file with the OGS Legal Office? ❑Nana on Ala ❑ No ❑ Yes ❑✓ WA A DISABLED VETERAN BUSIN 9 CERTIFIED BY DOS? 21. IS ASIGNED COPY OFTHE FOLLOWING ON FILEATYQUR AGENCY FORTHIS CONTRACTOR? No ❑Yes A, Contractor Certification Clauses B. STD 204 Vendor Data Record ❑ No ❑ Yes 0 NIA. ❑ No ❑ Yes ❑ NIA SSIDVBE Certification Number. 24. ARE DISABLED VETERANS BUSINESS ENTERPrdSE GOALS REQUIRED? (If an amendment, explain changes if any) [:]No (Explain below) []Yes _4'0 ofAgmement NIA 26. IS THIS AGREEMENT (WITH AMENDMENTS) FORA PERIOD OF TIME LONGER THAN THREE YEARS? ❑ No ❑ Yes (If Yes, providejostiBcodon below) NIA I certify that all copies of the referenced Agreement will conform to the original agreement sent to the Department of General Services. SIGN RE NAMEITITLE(Point or Type) DATESIIGNED1f, lf !IA& �/l//St AnnaPodzyn,StaffServicesManagerII �1 r 25C-20 EXHIBIT 2 STATE OF CALIFORNIA- DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT STD 213 (Rev. 10/2018) CONTRACTING AGENCY NAME BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY CONTRACTOR NAME -_-- _ The City of Santa Ana 2. The term of this Agreement Is: START DATE Upon BCSH Approval THROUGH END DATE 10/31/2021 AGREEMENT NUMBER 18-HEAP-00007 i and the Contract( PURCHASING 3, The maximum amount of this Agreement is: $3,690,885.84 4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement. EXHIBITS TITLE PAGES ExhibitA Scope of Work — S Exhibit B Budget Detail and Payment Provisions 3 Exhibit C Terms and Conditions "'— 9 ExhibitD Special Terms and Conditions 1 emss ownwlthanastwokO,oreherebylncorporatedbyreferenceandmadeportofthisLogreementasifattachedhereto. These documents can be viewed at www.dgs.ca.gov/ols/resources/standardcontractlanguage.aspx IN WITNESS WHEREOF, THIS AGREEMENTHAS BEEN EXECUTED BYTHEPARTIES FIERETO. CONTRACTOR NAME (if other than an Individual, state whether a corporation, partnership, etc) The City of Santa Ana CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP ' 20 Civic Center Plaza, M-26 Santa Ana CA 92701 PRINTED NAME OF PERSON SIGNING TITLE Robert Cortez Deputy City Manager CONTRACTOR AU SIGN .URE DATESIGNED { STATE OF CALIFORNIA CONTRACTING AGENCY NAME BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY CONTRACTING AGENCY ADDRESS CITY STATE ZIP - 915 Capitol Mall, Suite 350-A Sacramento CA 95814 PRINTED NAME OF PERSON SIGNING 'nTLF Alexis Podest Agency Secretary CONTRACTING C UT RI SIGNA DA'ESIGjJED California Department of General Services Approval (or exemption, Ifa pliable) 1 25C-21 Page 1 of 1 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 1 of 3 EXHIBIT A AUTHORITY. PURPOSE AND SCOPE OF IIVOR Homeless Emercrencv Aid Pro ram tHEAPI I. Amto-rity Pursuant to Chapter 5 (commencing with Section 50210) of Part 1 of Division 31 of the Health and Safety Code, and all other relevant provisions established under SIB 850 (Chapter 48, Statutes of 2018), the State has established the Homeless Emergency Aid Program ("HEAP" or "the Program" or "the grant"). The Program is administered by the California Homeless Coordinating and Financing Council ("Council") in the Business, Consumer Services and Housing Agency ("Agency"). HEAP provides one-time flexible block grant funds to Administrative Entities as defined in the September 5, 2018 HEAP Notice of Funding Availability (NOFA) and Large Cities to address their immediate homelessness challenges. This Standard Agreement along with all its exhibits ("Agreement") is entered into by the Agency and an Administrative Entity or Large City ("Contractor") under the authority of, and in furtherance of the purpose of, the Program. In signing this Agreement and thereby accepting this award of funds, the Contractor agrees to comply with the terms and conditions of the Agreement, the Notice of Funding Availability ("NOFA") under which the Contractor applied, the representations contained in the Contractor's application, and the requirements of the authority cited above. . 2. PurRose The general purpose of the Program is to provide one-time block grant funding to address the immediate emergency needs of homeless individuals and individuals at imminent risk of homelessness in the service area of each Contractor. In accordance with the authority cited above, an application was made by the Contractor for HEAP funds to be allocated for eligible uses under the grant, which include, but are not limited to, the following: services, rental assistance or subsidies, capital improvements and homeless youth activities. 3. Definitions Terms herein shall have the same meaning as the definitions set forth in the HEAP NOFA. 4.. Scope of Work The Scope of Work ("Work") for this Agreement shall include one-time uses that are consistent with Chapter 5 (commencing with Section 50210) of Part 1 of Division 31 of the Health and Safety Code, and all other relevant provisions established under SB 850 (Chapter 48, Statutes of 2018), for eligible uses, which include, but are not limited to, one or more of the following: Homeless Emergency Aid Program NOFA Date: 09105/201 S Contractor's Initials ek 25C-22 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Page 2 of 3 Standard Agreement EXHIBIT A A. Services, B. Rental Assistance or Subsidies, C. Capital Improvements, D. Homeless Youth Set -Aside, E. Administrative Costs, and F. Other 4. Agency Contract Coordinator The Agency's Contract Coordinator for this Agreement is the Council's HEAP Grant Manager or the Grant Manager's designee. Unless otherwise Instructed, any notice, report, or other communication requiring Contractor signature for this Agreement shall be mailed by first class mail to the Agency Contract Coordinator at the following address: Business, Consumer Services and Housing Agency Attn: Homeless Emergency Aid Program Grant Manager 915 Capitol Mall, Suite 350-A Sacramento, CA 95814 5. Contractor's Contract Coordinator The Contractor's Contract Coordinator ("Authorized Representative") for this Agreement is listed below. Unless otherwise informed, any notice, report or other communication required by this Agreement will be mailed by first class mail to the Contractor's Contract Coordinator at the following address: Contractor's Hafsa Kaka, Authorized Homeless Services Manager Representative Name: 20 Civic Center Plaza, M-26 Address: Santa Ana, CA 92701 Phone: (714) 640.4245 Email: Hkakaaasanta-ana.org Homeless EmergeneyAid Program NOFA Date: 09/05/2018 25C-23 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Page 3 of 3 Standard Agreement EXHIBIT A S. Effective Date. Term of Agreement and Deadlines A. This Agreement is effective upon approval by the Agency (indicated by the signature provided by Agency in the lower left section of page one, Standard Agreement, STD. 213), when signed by all parties, B. All HEAP grant funds must be at least fifty percent contractually obligated by January 1, 2020. One hundred percent of Program funds must be expended by June 30, 2021. Any funds not expended by that date shall be returned to the Agency and will revert to the General Fund (See Health and Safety Code Section 50215). 7. Special Conditions Agency reserves the right to add any special conditions to this Agreement it deems necessary to ensure the goals of the Program are achieved, Homeless Emergency Aid Program NOFA Date; 09/061201 a 25C-24 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Stand6rd Agreement Page 1 of 3 EXHIBIT B BU®CET DETAI[ ANLD pAYINENT PROVISIONS Homeless Emergency Ald proc raen,iHEAP) 1. Budctet Detail The Contractor agrees that HEAP funds shall be expended on one-time uses that address immediate homelessness challenges. Consistent with the application submitted by the Contractor on September 28, 2018, the Business, Consumer Services and Housing Agency ("Agency") shall award funds in the form of a grant for the following eligible activities: A. Capital Improvements: $3,321,797.26 B. Services: $0.00 C. Rental Assistance or Subsidies: $0.00 D. Homeless Youth Set -Aside: $184,644.29 E. Administrative Costs; $184,644.29 F. Other: $0.00 Total HEAP Award Amount: $3,690,885.84 2. General Conditions Prior to Disbursement General Requirements — All Contractors must submit the following forms prior to HEAP funds being released: A, Request for Funds Form (RFF), B. Four original copies of the signed STD. 213 form and initialed Exhibits A through D, and C. Any other documents, certifications, or evidence requested by Agency as part of the HEAP application. 3. Expenditure of Funds Specific requirements and deadlines for contractually obligating and expending awarded funds are defined in the HEAP statutes. Health and Safety Code Sections 50214 and 50215 mandate the following: A. No more than five (5) percent of HEAP funds may be used for administrative costs related to the execution of eligible activities. B. No less than five (5) percent of HEAP funds shall be used to establish or expand services meeting the needs of homeless youth or youth at risk of homelessness. C. No less than 50 percent of HEAP funds shall be contractually obligated by January 1, 2020. D. One hundred percent of HEAP funds shall be expended by June 30, 2021, Homeless Emergency Aid Program NOFA Date: 09/05/2018 Contractor's Initials a 2, 25C-25 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 2 of 3 EXHIBIT B E. Any funds not expended by June 30, 2021 shall be returned to Agency and will revert to the General Fund, Homeless Coordinating and Financing Council ("Council") staff will provide ongoing technical assistance and training to support Contractors in successfully complying with these requirements and deadlines. HEAP funds may not be obligated and expended prior to the effective date of this Agreement or prior to Contractor's receipt of HEAP funds, whichever date is later, even if it is for an eligible use under the statute. Program funds shall be expended in compliance with the requirements set forth in Chapter 5 of Part 1 of Division 31 of the Health and Safety Code and all other relevant provisions established under SB 850, the NOFA, and this Agreement. 4. Disbursement of Funds HEAP funds will be.disbursed to the Contractor upon receipt, review and approval of the completed RFF by Agency, which will then forward the RFF to the State Controller's Office ("SCO") for a check to be issued. The RFF must include the proposed activities and amount of funds proposed for expenditure under each eligible use. HEAP funds will be disbursed in a single allocation once the RFF has been received by the SCO. 5. Budcet Chances After the effective date of this Agreement, the Contractor agrees that no changes shall be made to the Contractor's HEAP budget, funded homeless service providers ("subreeipients"), or eligible activities listed in the RFF without first obtaining approval from Agency. Any changes to this Agreement must be requested by the Contractor in writing through submission of a Change Request Form. Changes must be approved in writing by Agency. 6. 1e1iaible Costs HEAP funds shall not be used for costs associated with activities in violation of any law or for any activities not consistent with the intent of the Program and the eligible uses Identified in Health and Safety Code Section 50214. Agency reserves the right to request additional information and clarification to determine the reasonableness and eligibility of all costs to be paid with funds made available by this Agreement. If the Contractor or its funded subrecipients use HEAP funds to pay for ineligible activities, the Contractor shall be required to reimburse these funds to Agency. Homeless Emergency Aid Program . NOFA Date: 09/06/2018 25C-26 EXHIBIT 2 City of Santa Ana 1 S-HEAP-00007 Standard Agreement Page 3 of 3 EXHIBIT B A. An expenditure which is not authorized by this Agreement, or which cannot be adequately documented, shall be disallowed and must be reimbursed to Agency by the Contractor. B. Expenditures for activities not described in Exhibit A or Paragraph 1 above shall be deemed authorized if the activities are consistent with Health and Safety Code Section 50214 and such activities are included in the approved RFF or are approved in writing by Agency prior to the expenditure of funds for those activities. C, Agency, at its sole and reasonable discretion, shall make the final determination regarding the allowability of expenditures of HEAP funds. D. Program funds shall not be used for overhead or planning activities, including Homeless Management information Systems or Homelessness Plans. 7. Administrative Costs The Contractor must comply with Health and Safety Code Section 50214, which limits administrative costs related to the execution of eligible activities to no more than five percent of HEAP funds. For purposes of this Program, "administrative costs" does not include staff costs directly related to carrying out the eligible activities described in Paragraph 1 of this Exhibit. Homeless Emergency Aid Program NOFA Date: 09/05/201 B 25C-27 EXHIBIT 2 Cify of Santa Ana 18-HEAP-00007 Standard Agreement Page 1 of 9 EXHIBIT C TERMS AND CONDIT1oNS Homeless Emernencv Aid Program (HEAPI 1. Effective Date. Commencement of Work and Completion Dates A. This Agreement is effective upon approval by Agency, which is indicated by the signature provided by Agency in the lower left-hand corner of page one, Standard Agreement, STD. 213, when signed by all parties. Contractor agrees that the work shall. not commence, nor any costs to be paid with HEAP funds be incurred or obligated by any party, prior to execution of this Agreement by Agency and the Contractor, or prior to Contractor's receipt of HEAP funds, whichever date is later. Contractor agrees that the work shall be completed by the expenditure date specified in Exhibit A, Paragraph 6. B. Contractor must contractually obligate no less than 50 percent of HEAP funds by January 1, 2020. One hundred percent of HEAP funds shall be expended by June 30, 2021. Any funds not expended by June 30, 2021 shall be returned to Agency and revert to the General Fund. "Obligate" means that the Contractor has placed orders, awarded contracts, received services, or entered similar transactions that require payment from the grant amount. In the case of an award made to a general purpose local government that subcontracts with private nonprofit organizations via letters of awards and Service Provider Agreements, the Subcontractors are required to obligate the funds by the same statutory deadlines. "Expended" means all HEAP funds obligated under contract or subcontract have been fully paid and receipted, and no invoices remain outstanding. C. Contractor and its Subcontractors agree that the work shall be completed by the expiration date specified in Exhibit A, Paragraph 8 and that the Scope of Work will be provided for the full term of this Agreement. 2. Sufficiency of Funds and Termination A. Agency may terminate this Agreement at any time for cause by giving a minimum of 14 days' notice of termination, in writing, to the Contractor. Cause shall consist of.' violations of any terms or conditions of this Agreement, or any breach of contract as described in Paragraph 7; violation of any Federal or. State Laws or. Regulations; orwifhdrawal of Agency's expenditure authority.. Upon termination of this Agreement, unless otherwise approved in writing by Agency, any unexpended funds received by the Contractor shall be returned to Agency within thirty days of the Notice of Termination. B. This Agreement is valid and enforceable only if sufficient funds are made available to Agency by legislative appropriation. In addition, this Agreement is subject to any additional restrictions, limitations or conditions, or statutes, regulations or any other Homeless Emergency Aid Program Contractor's Initials,(, NOFA Date; 09/05/2018 n ^ _n Q EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 2 of 9 EXHIBIT C laws, whether federal or those of the State of California, or of any agency, department, or any political subdivision of the federal or State of California governments, which may affect the provisions, terms or funding of this Agreement in any manner, 3. Tratlsfers Contractor may not transfer or assign by subcontract or novation, or by any other means, the rights, duties, or performance of this Agreement or any part thereof, except with the prior written approval of Agency and a formal amendment to this Agreement to affect such subcontractor novation.' 4, Contractor's Application for Funds Contractor has submitted to Agency an application for HEAP funds to provide urgently needed emergency assistance to homeless people in communities with a declared shelter crisis or applicable waiver'as authorized by Health and Safety Code Section 50212(b). Agency is entering into this Agreement on the basis of, and in substantial reliance upon, Contractor's facts, information, assertions and representations contained in that Application, and in any subsequent modifications or additions thereto approved by Agency, The Application and any approved modifications and additions thereto are hereby incorporated into this Agreement. Contractor warrants that all information, facts, assertions and representations contained in the Application and approved modifications and additions thereto are true, correct, and complete to the best of Contractor's knowledge. In the event that any part of the Application and any approved modification and addition thereto is untrue, incorrect, incomplete, or misleading in such a manner that would substantially affect Agency approval, disbursement, or monitoring of the funding and the grants or activities governed by this Agreement, then Agency may declare a breach hereof and take such action or pursue such remedies as are provided for breach hereof. 5. Reporting/Audits A. The Contractor shall submit an annual report to Agency on forms provided by Agency, by January 1, 2020 and January 1, 2021. If the Contractor fails to provide such documentation, Agency may disencumber any portion of the amount authorized by this Agreement with a 14-day written notification. The Contractor shall also submit a final report by September 30, 2021, D. The annual report shall contain a detailed report containing the following: 1. Amounts awarded to subrecipients with activity(ies) identified. 2. Contract expenditures. 3. Unduplicated number of homeless persons or persons at imminent risk of homelessness served. Homeless Emergency Aid Program NOFA Date: 091061201$ 25C-29 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 3 of 9 EXHIBIT C 4. Number of instances of service (defined in September 5, 2018 HEAP NOFA. 5, Increases incapacity for new and existing programs. 6. The number of unsheltered homeless persons becoming sheltered. 7. The number of homeless persons entering permanent housing. Breakdowns will be expected for each activity (i.e. services, capital improvements, rental assistance, etc.) and program type (i.e. emergency shelter, rapid re -housing, outreach, etc.) for the supplemental reporting requirements listed above, when applicable, The same information will also be requested specifically for the following subpopulations, based on priorities defined by the U.S. Department of Housing and Urban Development (HUD): 1. Chronically homeless 2. Homeless veterans 3. Unaccompanied homeless youth 4. Homeless persons in families with children Counts by subpopulation will not be required in cases where that information is unavailable, but it is expected in cases where client information is entered in a Homeless Management Information System (HMIS). Additional breakdowns for other subgroups (e.g. race, ethnicity, disability status, etc.) are optional, if the Contractor chooses to include them. The Contractor will also be asked to comment on the following: I. Progress made toward local homelessness goals. 2. The alignment between HEAP funding priorities and "Housing First" principles adopted by the Homeless Coordinating and Financing Council 3. Any other effects from HEAP funding that the CoC or large city would like to share (optional). C. Agency reserves the right to perform or cause to be performed a financial audit. At Agency request, the Contractor shall provide, at its own expense, a financial audit prepared by a certified public accountant. HEAP administrative funds may be used to fund this expense. 1, If a financial audit is required by Agency, the audit shall be performed by an independent certified public accountant. 2. The Contractor shall notify Agency of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by Agency to the independent auditor's working papers. 3. The Contractor is responsible for the completion of audits and all costs of preparing audits. 4. If there are audit findings, the Contractor must submit a detailed response acceptable to Agency for each audit finding within 90 days from the date of the Homeless Emergency Aid Program NOFA Date: 09/06/2018 25C-30 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 4 of 9 EXHIBIT C audit finding report. 6. Retention and Inspectlon of Records A. The Contractor agrees that Agency or its designee shall have the right to review, obtain, and copy all records and .supporting documentation pertaining to performance of this Agreement. The Contractor agrees to provide Agency or its designee, with any relevant information requested. The Contractor agrees to permit Agency or Its designee access to its premises, upon reasonable notice, during normal business hours forthe purpose of interviewing employees who might reasonably have information related to such records and inspecting and copying such books, records, accounts, and other materials that may be relevant to a matter under investigation for the purpose of determining compliance with the Chapter 5 of Part 1 of Division 31 of the Health and Safety Code and all other applicable requirements established under SB 850, HEAP programguidance document published on the website, and this Agreement. B. The Contractor further agrees to retain all records described in Paragraph A for a minimum period of five (5) years after the termination of this Agreement. 1. If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been commenced before the expiration of the required record retention period, all records must be retained until completion of the action and resolution of all issues which arise from it. 7. Breach and Remedies A. The following shall each constitute a breach of this Agreement: 1. Contractor's failure to comply with the terms or conditions of this Agreement. 2. Use of, or permitting the use of, HEAP funds provided under this Agreement for any ineligible, activities. 3. Any failure to comply with the deadlines set forth in this Agreement. B. In addition to any other remedies that may be available to Agency in law or equity for breach of this Agreement, Agency may: 1. gar the Contractor from applying for future HEAP funds; 2. Revoke any other existing HEAP award(s) to the Contractor; 3. Require the return of any unexpended HEAP funds disbursed under this Agreement; 4. Require repayment of HEAP funds disbursed and expended under this Agreement; 5. Require the immediate return to Agency of all funds derived from the use of HEAP funds including, but not limited to recaptured funds and returned funds; Homeless Emergency Aid Program NOFA Date: 09106/2018 25C-31. EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Page 5 of 9 Standard Agreement EXHIBIT C 6. Seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or the appointment of a receiver to complete the technical assistance in accordance with HEAP requirements; and 7. Seek such other remedies as may be available under this Agreement or any law. 8. All remedies available to Agency are cumulative and not exclusive. 9. Agency may give written notice to the Contractor to cure the breach or violation within a period of not less than 15 days. 8. Waivers No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach, The failure of Agency to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Contractor of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of Agency to enforce these provisions. 9. Nondiscrimination During the performance of this Agreement, Contractor and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave. Contractors and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor or subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code section12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if, set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 10.Conflict of Interest All participants are subject to State and Federal conflict of interest laws. Failure to comply with these laws, including business and financial disclosure provisions, will result in the application being rejected and any subsequent contract being declared void. Other legal action may also be taken. Applicable statutes include, but are not Homeless Emergency Aid Program NOFA Datot 09/05/2018 25C-32 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 8 of 9 EXHIBIT C limited to, Government Code section 1090 and Public Contract Code, sections 10410 and 10411, for State conflict of interest requirements. A. Current State Employees: No State officer or employee shall engage in any .employment, activity, or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any State agency, unless the employment, activity, or enterprise is required as a condition of regular State employment. No State officer or employee shall contract on his or her own behalf as an independent contractor with any State agency to provide goods or services. B. Former State Employees: For the two-year period from the date he or she left State employment, no former State officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision -making process relevant to the contract while employed in any capacity by any State. agency. For the twelve-month period from the date he or she left State employment, no former State officer or employee may enter into a contract with any State agency if he or she was employed by that State agency in a policy -making position in the same general subject area as the proposed contract within the twelve-month period prior to his or her leaving State service. C. Employees of the Contractor: •Employees of the Contractor shall comply with all applicable provisions of law pertaining to conflicts of interest, including but not limited 4o any applicable conflict of interest provisions of the California Political Reform Act, Government Code section 87100 et seq. 11: Dru -Free Workplace Certification Certification .of Compliance: By signing this Agreement,. Contractor, and its subcontractors, hereby certify, under penalty ,of perjury under the laws of State of California, compliance with the requirements of the Drug -Free Workplace Act of 1990 (Government Code 8350 et seq.) and have or will provide a drug -free workplace by taking the following actions: A. Publish a statement notifying employees and subcontractors that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is'prohibited and specifying actions to be taken against employees, contractors, or subcontractors for violations, as required by Government Code section 8355(a)(1). B. Establish a Drug -Free Awareness Program, as required by Government Code section 8355(a)(2) to inform employees, contractors, or subcontractors about all of the following: 1. The dangers of drug abuse in the workplace, Homefess Emergency Aid Program NOFA Date: 09/05/2018 25C-33 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 7 of 9 EXHIBIT C 2. Contractor's policy of maintaining a drug -free workplace, 3, Any available counseling, rehabilitation, and employee assistance programs, and 4. Penalties that may be imposed upon employees, contractors, and subcontractors for drug abuse violations. C. Provide, as required by Government Code section 8355(a)(3), that every employee and/or subcontractor who works under this Agreement: . 1. Will receive a copy of Contractor's drug -free policy statement, and 2. Will agree to abide by terms of Contractor's condition of employment or subcontract. 12.Child Support Comnliance Act For any Contract Agreement In excess of $100,000, the Contractor acknowledges in accordance with Public Contract Code 7110, that: A, The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and B. The Contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 13. Special Conditions — Contractors/Subcontractor The Contractor agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibit D. These conditions shall be met to the satisfaction of Agency prior to disbursement of funds. The Contractor shall ensure that all Subcontractors are made aware of and agree to comply with all the conditions of this Agreement and the applicable State requirements governing the use of HEAP funds. Failure to comply with these conditions may result in termination of this Agreement. A. The Agreement between the Contractor and any Subcontractor shall require the Contractor and its Subcontractors, if any, to: 1. Perform the work in accordance with Federal, State and Local housing and building codes, as applicable. 2. Maintain at least the minimum State -required worker's compensation for those employees who will perform the work or any part of it. Homeless Emergency Aid Program NOFA Date; 09105/2018 25C-34 EXHIBIT 2 City of Santa Ana 18-HEAP-000o7 Standard Agreement Page 8 of 9 EXHIBIT C 3. Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the Contractor or any Subcontractor in performing the Work or any part of it. 4. Agree to Include all the terms of this Agreement in each subcontract. 14, compliance with State and Federal Laws Rules Guidelines and Regulations The Contractor agrees to comply with all State and Federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, environmental protection, equal opportunity, fair housing, and all other matters applicable and/or related to the HEAP program, the Contractor, its Subcontractors, and all eligible activities. Contractor shall also be responsible for obtaining any and all permits, licenses, and approvals required for performing any activities under this Agreement, including those necessary to perform design, construction, or operation and maintenance of the activities. Contractor shall be responsible for observing and complying with any applicable federal, state, and local laws, rules or regulations affecting any such work, specifically those including, but not limited to, environmental protection, procurement, and safety laws, rules, regulations, and ordinances. Contractor shall provide copies of permits and approvals to Agency upon request. 15.Inspections A. Contractor shall inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable Federal, State and/or local requirements, and this Agreement. B. Agency reserves the right to inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable Federal, State and/or local requirements, and this Agreement. C. Contractor agrees to require that all work that is determined based on such inspections not to conform to the applicable requirements be corrected and to withhold payments to the subrecipient or Subcontractor until it is corrected. 16. Litigation A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of Agency, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are and shall be deemed severable. Homeless Emergency Ad Program NQFA pate: 09/06/2018 25C-35 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 9 of 9 EXHIBIT C B. The Contractor shall notify Agency immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or Agency, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of Agency, Homeless Emergency Aid Program NOFA Date: 09/05/2018 25C-36 EXHIBIT 2 City of Santa Ana 18-HEAP-00007 Page 1 of 1 Standard Agreement Exhibit D SPECIAL TI;'RMS AHD CONDITIONS Horneless Emeraenov Aid Program (H9AP) All proceeds from any interest -bearing account established by the Contractor for the deposit of HEAP funds, along with any interest -bearing accounts opened by Subrecipients to the Contractor for the deposit of HEAP funds, must be used for HEAP -eligible activities. Consistent with Health and Safety Code Section 50214 (b), no more than five (5) percent of these proceeds may be used for general administrative purposes, At least five (5) percent of these proceeds must be allocated to establishing or expanding services for homeless youth, as defined in HEAP Program documents. 2. Any housing -related activities funded with HEAP funds, including but not limited to, emergency shelter, rapid -rehousing, rental assistance, transitional housing and permanent supportive housing must be in compliance or otherwise aligned with the Core Components of Housing First, pursuant to Welfare and Institution Code Section 8255(b). Homeless Emergency Aid Program NOFA Date: 09/05/2018 Contractor's Initials Vr 25C-37 EXHIBIT 3 FIRST AMENDMENT TO EMERGENCY SOLUTIONS GRANT SUBRECIPIENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND MERCY HOUSE LIVING CENTERS, INC. (24 CFR Parts 91 and 576) THIS FIRST AMENDMENT TO THE EMERGENCY SOLUTIONS GRANT SUBRECIPIENT AGREEMENT is entered into this 18a' day of February, 2020, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and MERCY HOUSE LIVING CENTERS, INC., a California nonprofit organization ("Subrecipient"). RECITALS A. On July 1, 2019, the City entered into an Emergency Solutions Grant (ESG) Subrecipient Agreement #A-2019-088-02 with Subrecipient to provide Emergency Funds from the United States Department of Housing and urban Development (HUD) to be used in the operation of an emergency solution program for the homeless or at risk of homelessness of the City of Santa Ana ("said Agreement"). B. Pursuant to said Agreement, Subrecipient was awarded $316,491.00 for ESG activities, including $200,000.00 for operations at the Link interim emergency shelter. C. The City was awarded $475,700 in 2018-2019 under Catalogue of Federal Domestic Assistance ("CFDA") 14.231 and Federal Award Identification Number (FAIN) E-18-MC- 06-0508. At the close of fiscal year 2018-2019, unspent funds from the ESG Program recipients totaling $5,910.43 were recaptured for redistribution. These unspent funds will now be used to help off -set the increased cost of operations at the Link interim emergency shelter. D. In accordance with the terms and conditions of said Agreement, the parties desire to amend said Agreement to increase funds to the Subrecipient, which need to be spent by June 30, 2020. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Paragraph 5, shall be amended to increase funding to Subrecipient by $5,910.43, which will go to the Link interim emergency shelter, for a total of $205,910.43. The new total sum shall not exceed $322,401.43 in grant funding. 2. Paragraph 6, shall be amended to increase funding to Subrecipient by $5,910.43, which will go to the Link interim emergency shelter, for a total of $205,910.43. Again, this $205,910.43 shall count toward the amount of funds due from the City to Subrecipient under Agreement No. 2018-211, as amended. 25C-38 1:71110.1k11c3 3. Section III, shall be amended to increase funding to Subrecipient by $5,910.43, for a total sum not to exceed $322,401.43. Of the total amount of ESG Program funds, up to $205,910.43 may be reimbursed for operations of the Link interim emergency shelter, which shall apply toward the funds that the City owes to Subrecipient for operation of the Link interim emergency shelter pursuant to Agreement No. A-2019-088-02, as amended. 4. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to said Agreement the date and year first above written. ATTEST: DAISY PEREZ Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: RVAT4 O. HODGE Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager SUBRECIPIENT: Larry Haynes Executive Director Tax ID# 33-0315864 DUNS# 87-979-7165 25C-39