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HomeMy WebLinkAboutA-2003-106iL). INSU'RANCE.NOT REQUIRED WORK MAY PROCEED oFFou,c. COOPERATIVE AGREEMENT BETWEEN COUNTY OF ORANGE AND CITY OF SANTA ANA This Cooperative Agreement ("Agreement") entered into this 1~t day of July, 2003, by and between the City of Santa Ana, a charter city and municipal corporation organized under the Constitution and laws of the State of California ("City") and the County of Orange ("County"). Recitals: A. City, on behalf of all jurisdictions in Orange County, has been designated to receive grant funding provided by the U.S. Department of Housing and Urban Development (HUD) pursuant to the Housing Opportunities for Persons with AIDS (HOPWA) program; and B. City has entered into a HOPWA grant agreement with HUD; and C. County has provided leadership and is responsible for planning, providing and contracting for comprehensive HIV services and has prepared, in conjunction with the HIV Planning Council, Orange County's HIV Plan for providing such services; and D. City wishes to contract with County in order that County may obtain supportive social services and housing services by contract for persons with HIV disease, which services shall be administered and monitored by County; and E. County is agreeable to rendering such services on the terms and conditions hereinafter set forth; NOW, THEREFORE, THE PARTIES MUTUAl .l .y AGREE AS FOLLOWS: I. COUNTY SERVICES A. County shall serve as "HOPWA Project Sponsor" for the purpose of contracting with organizations to provide supportive social services and emergency housing assistance, to persons with AIDS residing in Orange County. B. Nothing in this Agreement shall prevent City from entering into one or more agreements with other political subdivisions within the County, if deemed necessary and advisable to do so by City; provided however, the obligations and rights covered by this Agreement shall not be altered or reduced, except as mutually agreed to in writing by City and County. C. County shall utilize competitive bidding and contracting procedures for supportive social services and emergency housing assistance as required in HOPWA program regulations. As HOPWA Project Sponsor, County's responsibilities and payments cover appropriate monitoring and administration of contracts resulting from competitive bid. D. County shall ensure that each agency subcontracted to receive funding through the HOPWA program operates in accordance with the requirements of the applicable HUD regulations. E. County shall conduct an ongoing assessment of the housin~ assistance and supportive services required by the participants in the p/'ogram. F. County shall assure the adequate provision of supportive services to the participants in the program; and G. County shall comply with such other terms and conditions, including record keeping and reports for program monitoring and evaluation purposes, as HUD may establish for purposes of carrying out the program in an effective and efficient manner. Quarterly progress reports will be submitted by County within forty-five (45) days after the quarter ends in a form consistent with HUD publication HUD-40110-C (11/97) or any other form that HUD may require. These reports shall include copies of all Requests For Proposals (RFPs) released by County pursuant to this Agreement, copies of contracts between County and service providers, as well as a summary of program budgets and financial disbursements made under the terms of this Agreement. H. "Contract Officers" means the County's Health Care Agency Contract Development and Management Manager or designee and the City's Housing and Neighborhood Development Manager. II. BUDGET A. The following budget is an estimate only, of the costs of providing the services hereunder. This budget may be modified by mutual written agreement of the Contract Officers. The maximum obligation hereunder is $524,000. Supportive Social Services Administration $484,700 39,300 $524,000 B. Any funds not expended by the County by June 30, 2004 must be returned to the City within thirty (30) days of termination of this Agreement. III. PAYMENTS/COST REPORT A. City shall pay County for the actual costs of providing the services hereunder, whether provided directly by County or its subcontractors, provided, however, the total of all payments to County shall not exceed the Maximum Obligation as specified hereinabove. B. County shall invoice City quarterly, in arrears, based on the actual cost of providing and contracting for the services hereunder. County shall make its best effort to submit each invoice within ninety (90) days after the end of each quarter. City shall pay County no later than thirty (30) days following receipt of such invoice. Quarterly payments are interim payments only, and are subject to final settlement and reconciliation to the final Cost Report submitted by County. C. All billings by County shall be accompanied by source documentation including, but not limited to, journals, time sheets, canceled checks, invoices and records of services provided. 2 D. At such times and in such a format as the Contract Officers mutually agree in writing, County shall prepare and submit to City report(s) of cost incurred by County in the performance of this Agreement. E. The Cost Report(s) shall be financial and statistical report(s) submitted by County to City, and shall serve as the basis for Final Settlement of this Agreement. The Cost Report (s) shall detail all costs incurred by County to provide services hereunder. F. Final Settlement shall be based upon the actual costs incurred by County to provide services hereunder. If the Cost Report(s) indicates the total of City's payments to County are less than County's cost to provide the services hereunder, City shall pay County the difference; provided, however, the total payment shall not exceed the Maximum Obligation. If the Cost Report(s) indicates the total of City's payments of County are higher than County's costs of providing the services hereunder, County shall pay City the difference. Payment due pursuant to the Cost Report(s) shall be made within thirty (30) days of the Final Settlement determination. IV. DISPUTE RESOLUTION A. Either party may give written notice to the other, setting forth in specific terms the existence and nature of any unresolved matter or concern related to the purposes and obligations of this Agreement. Such notice shall be provided by and to the Contract Officers on behalf of the parties. The Officers shall have fifteen (15) working days following such notice to obtain resolution of any issue(s) identified in this manner, provided, however, by mutual consent this period of time may be extended to thirty (30) days. B. If the Officers are unable to obtain resolution of the issue(s), they shall submit a joint written Statement describing the facts of the issue, within thirty (30) days after the written notice described above to the Orange County Health Care Agency (HCA) Director and to the Executive Director of the Community Development Agency (CDA) or designee for resolution. If the Officers are unable to prepare a joint statement, each shall submit separate statements to the HCA Director and Executive Director of City's Community Development Agency within the thirty (30) day period. Such persons shall meet and make their best effort to resolve the matter within thirty (30) days following submission of the statements. Resolution of the dispute, or tack thereof, by the HCA Director and CDA Director or designee shall be documented in the form of written correspondence exchanged by such persons within ten (10) days following their meeting. V. INDEMNIFICATION Each party agrees to indemnify and hold harmless the other party, its officers, agents, and employees from all liability, claims, losses and demands, including defense costs, whether resulting from court action or otherwise, arising out of the acts or omissions of the indemnifying party, its officers, agents or employees or the condition of property used in the performance of this Agreement. VI. INSPECTIONS AND AUDITS A. Any authorized representative of City, any authorized representative of the State of California, the Secretary of the United State Department of Health and Human Services, the Comptroller General of the United States Department of Housing and Urban Development or any of their authorized representatives, shall have access to County books, documents, and records, which such persons deem pertinent to the Agreement, for the purpose of conducting an audit, evaluation, or examination, or making transcripts during the periods of retention set forth in the Records/Confidentiality paragraph of this Agreement and the premises in which they are provided. B. County shall actively participate and cooperate with any person specified in subparagraph A. above in any evaluation or monitoring of the services provided pursuant to this Agreement, and shall provide the above mentioned persons adequate office space to conduct such evaluation or monitoring. VII. LICENSES AND LAW A. County, its officers, agents, employees, and subcontractors shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, certificates, waivers and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, State of California, County and any other applicable governmental agencies. B. County shall comply with all laws, rules or regulations applicable to the services provided hereunder, as any may now exist or be hereafter changed. These laws, rules, and regulations shall include, but not be limited to the following: 1. United States Code (U.S.C.A.), Title 42, Section 12901-12912, AIDS Housing Opportunity Act. 2. Code of Federal Regulations (CFR), Title 24, Part 574, Housing Opportunities for Persons with AIDS. 3. CFR Title 24, Part 85, Common Rule to the Community Development Block Grant Entitlement Program. 4. Office of Management and Budget (OMB) Circular No. A-87, Cost Principles for State and Local Governments. 5. OMB Circular No. A-128, Single Audit Act of 1984. VIII. NONDISCRIMINATION A. EMPLOYMENT - County warrants that it has developed and does maintain an Affirmative Action program for employment which includes goals and timetables for employment of women and minorities, which program meets the Affirmative Action Guidelines of the United States Equal Opportunity Commission and all appropriate state and federal laws and regulations. 4 B. SERVICES, BENEFITS, AND FACILITIES - County, nor any of its contractors, shall discriminate in the provision or services, the allocation of benefits, or in the accommodation in facilities on the basis of ethnic group identification, race, religion, ancestry, creed, color, sex, marital status, national origin, age (40 and over), sexual preference, medical condition, or physical or mental handicap in accordance with Title VI of the Civil Rights Act of 1964, 42 U.S.C.A. §2000d and all other pertinent rules and regulations promulgated pursuant thereto, and as otherwise provided by State law and regulations, as all may now exist or be hereafter amended or changed. C. HANDICAPPED INDIVIDUALS - County and its contractors shall agree to comply with the provisions of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C.A 794 et seq., as implemented in 45 CFR 84.1 et seq.), and the Americans with Disabilities Act of 1990 (42 U.S.C.A. 12101 et seq.), pertaining to the prohibition of discrimination against qualified handicapped persons in all programs or activities, as they exist now or may be hereafter amended together with succeeding legislation. D. RETALIATION - Neither County, nor its employees, agents, or contractors shall intimidate, coerce or take adverse action against any person for the purpose of interfering with rights secured by Federal or State laws, or because such person has filed a complaint, certified, assisted or otherwise participated in an investigation, proceeding, hearing or any other activity undertaken to enforce rights secured by Federal or State law. IX. NOTICES Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimite or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: City of Santa Aha Linda Foster, Housing Authority Coordinator 20 Civic Center Plaza (M-27) Santa Aha, California 92702-1988 To County: County of Orange Health Care Agency Contract Development and Management 405 West 5th Street, 6th Floor Santa Ana, CA 92701 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other 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 telefacsimile, any notice, tender, demand, delivery, or other 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. X. RECORDS/CONFIDENTIALITY a. The parties, and any subcontractors, shall prepare and maintain any records required by laws, regulations and procedures applicable to their responsibilities under this Agreement. b. The parties agree to maintain the confidentiality of any records which pertain to this Agreement in accordance with applicable state and federal laws and regulations. Financial records related to this Agreement shall be maintained for two (2) years after termination of this Agreement. c. "Confidential 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 party by any subsidiary and/or agent of the other party is covered by this Agreement. XI. JURISDICTION/VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This 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 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 venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 6 XII. SEVERABILITY If a court of competent jurisdiction declares any provision of this Agreement or application thereof to any person or circumstances to be invalid or if any provision of this Agreement contravenes any Federal, State, or County statute, ordinance, or regulation, the remaining provisions of this Agreement or the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain in full force and effect, and to that extent the provisions of this Agreement are severable. XIII. INDEPENDENT CONTRACTOR County is, and shall at all times be deemed to be, an independent contractor and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this Agreement. County is entirely responsible for compensating staff and consultants employed by County. This Agreement shall not be construed as creating the relationship of employer and employee, or principal and agent, between County and City or any of County's employees, employee, or principal and agent, between County and City or any of County's employees, agents, or subcontractors. County assumes exclusively the responsibility for the acts of its employees, agents or subcontractors as they relate to the services to be provided during the course and scope of their employment. County, its agents, employees, or subcontractors, shall not be entitled to any fights or privileges of City employees and shall not be considered in any manner to be City employees. XIV. TERM The term of this Agreement shall commence and terminate as specified herein, unless otherwise sooner terminated as provided in this Agreement; provided, however, County shall be obligated to perform such duties as would normally extend beyond this term, including but not limited to, obligations with respect to indemnification, audits, reporting and accounting. XV. TERMINATION A. Either party may terminate this Agreement, without cause, upon ninety (90) days written notice given the other party. B. Either party may terminate this Agreement, upon thirty (30) days written notice given the other party for material breach after failure to resolve the breach pursuant to the Dispute Resolution paragraph of this Agreement. C. The rights and remedies of County or City provided in this Termination paragraph shall not be exclusive, and are in addition to any other rights and remedies provided by law or under this Agreement. 7 XVI. THIRD PARTY BENEFICIARY Neither party hereto intends that this Agreement shall create rights hereunder in third parties including but not limited to any subcontractors or any patients provided services hereunder. XVII. WAIVER OF DEFAULT OR BREACH Waiver of any default by County or City shall not be considered a waiver of any subsequent default. Waiver of any breach of County or City of any provision of this Agreement shall not be considered a waiver of any subsequent breach. Waiver of any default or any breach by County or City shall not be considered a modification of the terms of this Agreement. XVIII. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City 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 fully set forth in the body of this Agreement. 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in the County of Orange, State of California, on the date and year first above written. Clerk of the Council DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney Lisa E. Storck Assistant City Attorney COUNTY OF ORANGE. CHAIRMAN OF THE BOARD OF SUPERVISORS SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD. DAB - ,NE $. BL'~-OM - [ ~ ' Clerk of the Board of Supervisdl:~ of Orange County, California APPROVED AS TO FORM: OFFICE OF THE COUNTY COUNSEL ORANGE COUNTY, CAt.II~ORNIA