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HomeMy WebLinkAboutLATINO HEALTH ACCESS (5)AGREEMENT BETWEEN THE CITY OF SANTA ANA AND Latino Health Access FOR USE OF EMPOWERMENT ZONE FUNDS f" A This Agreement, made and entered into this day of 1991 , by and between the City of Santa Ana, a charter city of the(8tat6 of California ("CITY") and ("SUBRECIPIENT"), Latino Health Access. WITNESSETH Recitals: 1. CITY is the recipient of Empowerment Zone ("EZ") funds from the United States Department of Housing and Urban Development ("HUD"). 2. CITY desires to engage SUBRECIPIENT to provide the services described in "Exhibit 13," hereinafter referred to as "said program" and SUBRECIPIENT represents that it is qualified and willing to operate said program. WHEREFORE, for and in consideration of the respective and mutual covenants hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereby agree as follows: A. SUBRECIPIENT agrees to use all federal funds provided by CITY to SUBRECIPIENT pursuant to this Agreement to operate said program, as set forth in "Exhibit B," attached hereto and by this reference incorporated herein. SUBRECIPIENT'S failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds CITY is otherwise obligated to pay to SUBRECIPIENT under Paragraph 11 hereof. B. SUBRECIPIENT agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUBRECIPIENT operations hereunder. Page 1 of 13 C. SUBRECIPIENT agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activity(ies). Should SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, SUBRECIPIENT shall immediately make good -faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. SUBRECIPIENT shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. SUBRECIPIENT must make all corrections required to bring the facilitylproperty into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. D. All funds received by SUBRECIPIENT from CITY pursuant to this Agreement shall be separately accounted for apart from any other funds of SUBRECIPIENT, or of any principal or member of SUBRECIPIENT. SUBRECIPIENT agrees that if SUBRECIPIENT receives Three Hundred Thousand Dollars ($300,000.00) or more in EZ funds under the terms of this Agreement, SUBRECIPIENT shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. SUBRECIPIENT shall provide CITY with a copy of said audit by October 1 of the year following the program year in which this Agreement is executed. E. SUBRECIPIENT shall keep records of all funds received from CITY under the terms and conditions of this Agreement in accordance with the procedures set forth in the "Agreement Accounting and Administrative Handbook" of CITY, a copy of which shall be provided to SUBRECIPIENT by CITY. SUBRECIPIENT agrees to keep monthly records of all ethnic and racial statistics of persons and families benefited by SUBRECIPIENT in the performance of its obligations under this Agreement, including, but not limited to, the number of low and moderate income persons and households assisted in accordance with federal income limits, number of female heads of households, and number of senior citizens assisted. SUBRECIPIENT agrees to provide CITY with written cumulative (year-to- date) reports of its activities on or before the 15th day of October, January, April and July for the period beginning September 1, 1999 and through and including the previous three- month reporting period setting forth the activities, program accomplishments, new program information and year-to-date program statistics on expenditures, caseload and activities. When appropriate, pictures should be included. Page 2 of 13 CITY and the United State Government and/or their representatives shall have access for purposes of monitoring, auditing, and examining SUBRECIPIENT's activities and performance, to books, documents and papers, and the right to examine records of SUBRECIPIENT's subcontractors, bookkeepers and accountants, employees and participants in regard to said program. CITY and the United States Government and/or their representatives shall also schedule on -site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program and entering any premises or any site in which any of the services or activities funded hereunder are conducted or in which any of the records of SUBRECIPIENT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. In the event SUBRECIPIENT does not make the above -referenced documents available within the city of Santa Ana, California, SUBRECIPIENT agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. F. All accounting records and evidence pertaining to all costs of SUBRECIPIENT and all documents related to this Agreement shall be kept available at SUBRECIPIENT's office or place of business for the duration of the Agreement and thereafter for four (4) years after completion of an audit. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the four (4) years until resolution or disposition of such appeals, litigation, claims, or exceptions. SUBRECIPIENT agrees to comply fully with all federal, state and local laws and court orders applicable to its operation whether or not referred to in this Agreement. H. SUBRECIPIENT shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CITY. I. Without prejudice to any other provisions of this Agreement, SUBRECIPIENT shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, SUBRECIPIENT shall submit to CITY and or HUD or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by SUBRECIPIENT, costs incurred and services rendered hereunder. Page 3 of 13 J. SUBRECIPIENT agrees that the performance of obligations hereunder are rendered in its capacity as an independent contractor and that it is in no way an agency of CITY. K. SUBRECIPIENT agrees that if SUBRECIPIENT violates any of the terms and conditions of this Agreement or any prior Agreement whereby EZ funds were received by SUBRECIPIENT, or if SUBRECIPIENT reports inaccurately, or if on audit there is a disallowance of certain expenditures, SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance or repay CITY all amounts spent in violation thereof. L. SUBRECIPIENT agrees to maintain a record for each item of non - expendable personal property acquired under the terms of this Agreement. Said record shall be made available to CITY upon request. The term "non -expendable personal property" shall include leased and purchased equipment. M. SUBRECIPIENT hereby certifies and agrees that it will not use funds provided through this Agreement to pay for entertainment, meals or gifts. N. SUBRECIPIENT certifies that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. SUBRECIPIENT shall sign a certification to that effect in a form as set forth in "Exhibit C," attached hereto and by this reference incorporated herein. SUBRECIPIENT shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to SUBRECIPIENT under the terms and conditions of this Agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions. 0. SUBRECIPIENT agrees that except for the use of EZ funds to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to EZ activities assisted under the terms of this Agreement, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest or benefit Page 4 of 13 from a EZ-assisted activity of SUBRECIPIENT, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an employee, agent, consultant, officer, or elected or appointed official of CITY, or of any designated public agencies; or the SUBRECIPIENT, CITY'S OBLIGATIONS A. Upon execution of this Agreement by SUBRECIPIENT, CITY shall pay to SUBRECIPIENT from EZ funds, when, if and to the extent received from HUD, for CITY`s 1999-00 EZ program year amounts expended by SUBRECIPIENT in carrying out said program for fiscal year 1999-00 pursuant to this Agreement up to a maximum aggregate payment of One Hundred Thousand Dollars ($100,000.00) in installments determined by CITY. Payments shall be made to SUBRECIPIENT through the submission of periodic invoices, in a form prescribed by CITY, detailing such expenses. CITY shall pay such invoices within thirty (30) days after receipt thereof provided CITY is satisfied that such expenses have been incurred within the scope of this Agreement and that SUBRECIPIENT is in compliance with the terms and conditions of this Agreement. Ili. PROGRAM INCOME A. For the purposes of this Article (III) "Program income," shall mean gross income received by the SUBRECIPIENT directly generated from the use of EZ funds, except as provided below in Paragraph III.C. When such income is generated by an activity that is only partially assisted with EZ funds, the income shall be prorated to reflect the percentage of EZ funds used. B. Program income includes, but is not limited to the following: Proceeds from the disposition by sale or long term lease of real Property purchase or improved with EZ funds; 2. Proceeds from the disposition of equipment purchased with EZ funds. 3. Gross income from the use or rental of real or personal property acquired by the SUBRECIPIENT with EZ funds, less the costs incidental to the generation of such income; 4. Gross income from the use or rental of real property owned by the SUBRECIPIENT that was constructed or improved with EZ funds, less the costs incidental to the generation of such income; 5. Payments of principal and interest on loans made using EZ funds; Page 5 of 13 6. Proceeds from the sale of loans made with EZ funds; 7. Proceeds from the sale of obligations secured by loans made with EZ funds; B. Interest earned on funds held in a revolving fund account; 9. Funds collected through special assessments made against properties owned and occupied by households not of low and moderate income, where such assessments are used to recover all or part of the EZ portion of a public improvement. C. Program income does not include income on grant advances from the U.S. Treasury. The following items of income earned on grant advances must be remitted to HUD for transmittal to the U.S. Treasury. 1. Interest earned from the investment of the initial proceeds of a grant advance by the U.S. Treasury; 2. Interest earned on loans or other forms of assistance provided with EZ funds that are used for activities determined by HUD either to be ineligible or to fail to meet a national objective or other federal criteria. 3. Interest earned on the investment of amounts reimbursed to the EZ program account prior to the use of the reimbursed funds for eligible purposes. D. The receipt of program income (as defined in Paragraph III.A. hereinabove) by SUBRECIPIENT in the operation of said program shall be recorded by SUBRECIPIENT and reported to CITY. E. Program income received by SUBRECIPIENT shall be returned to CITY unless otherwise provided for in this Agreement. IV. NONDISCRIMINATION SUBRECIPIENT agrees that no person on the ground of race, color, national origin, religion or sex will be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with EZ funds. Page 6 of 13 V. SPECIAL CERTIFICATION FOR RELIGIOUS ENTITIES If SUBRECIPIENT is a religious entity, SUBRECIPIENT hereby agrees that in connection with the provision of the services SUBRECIPIENT shall provide with EZ funds: A. SUBRECIPIENT shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. B. SUBRECIPIENT shall not discriminate against any person applying for the services SUBRECIPIENT agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. C. SUBRECIPIENT shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. D. Where the services to be provided under said program are rendered on property owned by the primarily religious entity SUBRECIPIENT, EZ funds may also be used for minor repairs to such property which are directly related to the cost of rendering the services under said program, where the cost constitutes in dollar terms only an incidental portion of the EZ expenditure for rendering the services under said program. VI. PROHIBITION OF NEPOTISM SUBRECIPIENT agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by SUBRECIPIENT. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, step-parent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. Page 7of13 VII. NOTICES Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: City of Santa Ana Community Development Agency M-25 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 TO SUBRECIPIENT: Latino Health Access 1717 North Broadway St. Santa Ana, CA 92706-2605 VIII. ASSIGNABILITY SUBRECIPIENT shall not assign nor transfer any interest in this Agreement, whether by assignment or novation, without the prior written consent of CITY; provided, however, that claims for money due or to become due SUBRECIPIENT from CITY under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Notice of any such assignment or transfer shall be promptly furnished to CITY. IX. HOLD HARMLESS SUBRECIPIENT shall indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPIENT's performance of this Agreement. Page 8of13 X. INSURANCE A. SUBRECIPIENT shall furnish the CITY Clerk's Office with an insurance certificate from its workers compensation insurance carrier certifying that it carries such insurance as established and required under California law and that the policy shall not be canceled nor the coverage reduced except upon thirty (30) days prior notice to CITY. B. SUBRECIPIENT shall obtain, at its sole cost, a policy or policies of commercial general liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence, Such insurance shall: (1) name the City of Santa Ana, its officers, agents, representatives, employees and volunteers as additional insureds; (2) be primary with respect to insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of insureds provisions; and (4) give to CITY prompt and timely notice of claim made or suit instituted arising out of SUBRECIPIENT's operations hereunder, SUBRECIPIENT shall: (a) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the CITY, for approval by the City's City Attorney which shall clearly evidence all coverage required above; (b) provide that such insurance shall not be materially changed or terminated except on 30 days prior written notice to the CITY; (c) maintain such insurance for the period covered by this Agreement; and (d) replace such certificates for policies expiring prior to the expiration of this Agreement. XI. REVERSION OF ASSETS A. Upon the expiration of this Agreement, SUBRECIPIENT shall transfer to CITY any EZ funds on hand at the time of the expiration of this Agreement as well as any accounts receivable attributable to the use of EZ funds. B. Any real property under SUBRECIPIENT's control that was acquired or improved in whole or in part with EZ funds in excess of $25,000.00 must either be: 1. Used, where CITY has given written approval, to meet one of the national objectives stated under federal law until five (5) years after expiration of this Agreement, or for such longer period of time as determined to be appropriate by CITY; or 2. If not used in accordance with subparagraph A above, SUBRECIPIENT shall pay to CITY an amount equal to the current fair market value of the property less any portion of the value attributable to the expenditure of non-EZ funds for acquisition of, or improvement to, the property. Such payment is program income to CITY. Page 9 of 13 C, Subject to the obligations set forth herein, title to equipment acquired under the terms of this Agreement will vest upon acquisition in SUBRECIPIENT. When said equipment which has been acquired in accordance with this Agreement and all applicable regulations is no longer needed for said program, disposition of said equipment will be made as follows; 1. Items of equipment with a current per unit fair market value of less than $5,000.00 may be retained, sold or otherwise disposed of with no further obligation to CITY. 2. Items of equipment with a current fair market per unit value of $5,000.00 or more may be retained or sold and CITY shall have the right to an amount calculated by multiplying the current market value or proceeds from the sale by CITY's share of federal funds used to acquire the equipment. D. SUBRECIPIENT hereby agrees, upon the demand of CITY, to execute, acknowledge and deliver, or cause any person or entity who may have any claim to rights hereunder or under any document, instrument or agreement executed in furtherance of the services and activities to be performed hereunder, to execute, acknowledge and deliver, to CITY assignment(s), quit claim deed(s) or such other and further instruments, documents and agreements as may be necessary, in the sole and absolute discretion of CITY, to vest in CITY all of SUBRECIPIENT's right, title and interest (if any it may have) in and to CITY, EZ or other federal, state and/or local accounts or program funds or allocation of funds to which CITY is or may be entitled, either for its own account or as fiduciary or trustee for others, which were obtained for the purpose of the performance of this Agreement or any previous agreements relating to the same subject matter or activities as this Agreement, together with any instruments, loans, grants or advances by SUBRECIPIENT on behalf of CITY, in furtherance of the activities hereunder or thereof. SUBRECIPIENT's obligations and responsibilities set forth in this paragraph "XI. REVERSION OF ASSETS," and in paragraphs "XII. TERMINATION" and "Ill. PROGRAM INCOME" shall not be affected by the termination of this Agreement and shall survive the date of termination of this Agreement for such period of time as CITY and/or HUD deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of CITY and HUD. XII. TERMINATION A. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. Page 10 of 13 B. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of the terms and conditions of the this agreement or applicable State or Federal requirements. In the event of such suspension or termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. C. In the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. D. The grant of funds by City to SUBRECIPIENT pursuant to this Agreement may be terminated for convenience upon two weeks written notice to SUBRECIPIENT. E. In the event this Agreement is terminated as set forth in subparagraphs XII.A. through XII.D., inclusive, SUBRECIPIENT agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with paragraph "XI. REVERSION OF ASSETS" of this Agreement. XIII. LIMITATION OF FUNDS The United States of America, through HUD, may in the future place programmatic or fiscal limitations on the use of EZ funds which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement as a whole or as to costs category, may limit the rate of SUBRECIPIENT's authority to commit and spend funds, or may restrict SUBRECIPIENT's use of both its uncommitted and its unspent funds. Where HUD has directed or requested CITY to implement a reduction in funding, in whole or as to a cost category, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability, financial soundness, or compliance with this Agreement, CITY may suspend the operation Page 11 of 13 of this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines, XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's EZ funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. XV. LAWS GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. Page 12 of 13 XVI. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date and year written below. DATED: UNUM (3uy, C41 rk5of t1he Council CITY OF SANTA ANA, A municipal corporation M, City Manager :101TA : I NX-1 1., 2 1 Lei fe-3 -Z mil t K- SH W. V�LEI UHF-H, t"y rorney ,j I I -,j ZI ; Lei I : a I : I k, k DATED: Executive Dir-e-cTo—r Prest -d-e-nF- Page 13 of 13