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HomeMy WebLinkAboutAIDS SERVICES / HOUSING 1-2004 A-2004-084 INSURANCE.tiQI ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: .5'-18' --0,+ COOPERATIVE AGREEMENT BETWEEN THE CITY OF SANTA ANA, A.S. FOUNDATION ORANGE COUNTY, AND THE SANTA ANA HOUSING AUTHORITY c,.' cJ:,. fl- This Cooperative Agreement entered into this ~ day of I'-\Aý , 2004, which date is enumerated for purpose of reference only, is by and between the City of Santa Ana ("City"), the A.S. Foundation Orange County ("Project Sponsor"), and the Santa Ana Housing Authority ("Contractor"). This Agreement shall be administered by the City of Santa Ana. 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 ("HOPW A") Program; and . B. City has entered into a HOPW A grant agreement with HUD; and C. Project Sponsor has provided leadership and is responsible for planning and providing comprehensive HIV services for clients throughout Orange County and will maintain the wait list for the program; and D. Project Sponsor wishes to contract with Contractor to obtain services to support the Tenant-Based Rental Assistance Program which consists of financial eligibility of tenants, HQS inspections, and financial responsibility for housing assistance payments to landlords; and E. The parties have cooperatively written and agree to an Administrative Plan which identifies guidelines for the operation of the HOPW A Tenant-Based Rental Assistance Program. NOW, THEREFORE, the parties mutually agree as follows: 1. ALTERATION OF TERMS A. The parties anticipate that this Agreement may be amended, or followed by additional agreements, to implement additional services and funding ofthe type covered by this Agreement. B. This Agreement fully expresses all understanding of City, Project Sponsor and Contractor with respect to the subject matter of this Agreement, and shall constitute the total Agreement between the parties for these purposes. No addition to, or alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless made in writing and formally approved and executed by all parties. 1 II. SERVICES A City shall serve as "HOPW A Grantee" for the purpose of contracting with organizations to provide Tenant-Based Rental Assistance to persons disabled due to HIV residing in Orange County. B. Nothing in this Agreement shall prevent City £Tom entering into one or more agreements with the other agencies or contractors 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, Project Sponsor and Contractor. C. City shall conduct an ongoing assessment of the Tenant-Based Rental Assistance Program. . D. Project Sponsor and Contractor shall assure the adequate provision of supportive services to applicants/participants to ensure program success. E. Project Sponsor and Contractor 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. Annual progress reports will be prepared by Project Sponsor in a form consistent with HUD publications HUDAOIIO-C (8/94). In addition, Project Sponsor and Contractor shall forward quarterly narrative reports to City identifying accomplishments as HOPW A Project Sponsor and Contractor for Tenant-Based Rental Assistance for persons with HIV disease. These reports are to be submitted in conjunction with payment/cost reports identified in Section IV of this Agreement along with a summary of program budgets and financial disbursements made under the terms of this Agreement. F. "Contract Officers" means the City's Housing Manager or designee, Proj ect Sponsor designee, and Contractor designee. G. See Attachment I for detailed services and related cost breakdown. 2 III. BUDGET The following budget is an estimate only of the cost of providing the services hereunder for the term July I, 2004 through June 30, 2005. This budget may be modified by mutual written agreement of the Contract Officers. Administration ASF (not to exceed) Contractor (not to exceed) Housing Assistance Payments/Program Expense $ 20,000.00 $ 40,000.00 $440,000.00 TOTAL (Maximum Obligation) $500,000.00 IV. PAYMENTS/COST REPORT A 1) City shall pay Project Sponsor for the actual costs of providing the administration of services hereunder, whether provided directly by Project Sponsor or Contractor, provided, however, the total of all payments to Project Sponsor shall not exceed the Maximum Obligation as specified in Section III of the Agreement. 2) City shall draw down HOPW A funds designated for rental subsidy payments on a monthly basis after receipt of certification of individual of individual tenant subsidy amounts. After final approval by City, funds will be disbursed to landlords. B. Project Sponsor shall invoice City monthly exclusive of rental subsidy payments, in arrears, based on the actual cost of providing and contracting for the services hereunder. City shall pay Project Sponsor no later than thirty (30) days following receipt of such invoice. Monthly payments are interim payments only, and are subject to final settlement and reconciliation to the final Cost Report submitted by Project Sponsor. C. All billings by Project Sponsor shall be accompanied by copies of source documentation including, but not limited to,joumals, time sheets, canceled checks, and records of cost incurred by Project Sponsor and Contractor in the performance of this Agreement. D. At such times and in such a format as the Contract Officers mutually agree in writing, Project Sponsor shall prepare and submit to City reports of cost incurred by Project Sponsor in the performance of this Agreement. E. The Cost Report(s) shall be financial and statistical reports(s) submitted by Project Sponsor to City, and shall serve as the basis for final Settlement of this Agreement. The Cost Reports(s) shall detail all costs incurred by Project Sponsor to provide services hereunder. 3 F. Final Settlement shall be based upon the actual costs incurred by Project Sponsor to provide services hereunder. If the Cost Report(s) indicates the total of City's payments to Project Sponsor are less than Project Sponsor's cost to provide the services hereunder, City shall pay Project Sponsor 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 to Project Sponsor are higher than Project Sponsor's cost of providing the services hereunder, Project Sponsor 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. G. Any funds not expended by fiscal year end, June 30, shall be returned to City. Said unexpended funds shall be reallocated by City through the HOPW A Program. v. DISPUTE RESOLUTION A. Any 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 issues( 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 ajoint written Statement describing the facts of the issue, within thirty (30) days after the written notice described above to the Executive Director AS. Foundation Orange County, Executive Director Community Development Agency, and to City's Housing Manager for resolution. Ifthe Officers are unable to prepare a joint statement, each shall submit separate statements to the previously listed 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 ofthe dispute, or lack thereof, by the Executive Director A S. Foundation Orange County, Executive Director Community Development Agency, and the Santa Ana City Manager shall be documented in the form of written correspondence exchanged by such persons within ten (10) days following their meeting. 4 V1. INDEMNIFICATION Each party agrees to indemnify, defend, and hold harmless the other party, its officers, agents and employees £Tom 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. VII. INSURANCE With respect to performance of work under this Agreement, Project Sponsor and Contractor shall maintain and shall require its subcontractors, if any, to maintain insurance as described below: 1. Worker's compensation insurance within statutory legal limits, and 2. Commercial General Liability insurance with limits of not less than $1,000,000 per accident/incident. Project Sponsor and Contractor shall: (a) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the City which shall clearly evidence all coverages 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. VIII. INSPECTIONS AND AUDITS A. Any authorized representative of City, the Comptroller General of the United States, the United States Department of Housing and Urban Development or any of their authorized representatives, shall have access to City books, documents, records, which such persons deem pertinent to this 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 ofthis Agreement and the premises in which they are provided. B. City shall actively participate and cooperate with any persons specified in subparagraph A above in any evaluation or monitoring of the services provided pursuant to the Agreement, and shall provide the above mentioned persons adequate office space to conduct such evaluation or monitoring. 5 IX. LICENSES AND LAW A. Project Sponsor and Contractor, 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, City, and any other applicable governmental agencies. B. Project Sponsor and Contractor 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 limited to the following: 1. United States Code (D.S.C.), 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. Office of Management and Budget (OMB) Circular No. A-122, Cost Principles for nonprofit organizations. 4. OMB Circular No. A-B3, Audits of Institutions of Higher Education and Other Nonprofit Institutions. IX. NONDISCRIMINATION A. Employment - Project Sponsor and Contractor each warrant that they have developed and do 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 Federal Equal Opportunity Commission and all appropriate state laws and regulations. B. Services, Benefits, and Facilities - Neither Project Sponsor and Contractor, nor any of their contractors, shall discriminate in the provision of 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, 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. §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. Disabled Individuals - Project Sponsor and Contractor and their contractors shall agree to comply with the provisions of Section 504 of the Rehabilitation Act of 1973 6 (20 U.S.C. 794 et seq., as implemented in 45 CFR 84.1 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 Project Sponsor nor Contractor, nor their 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. x. NOTICES A Unless otherwise specified, all notices, claims, correspondence, reports and/or statements authorized or required by this Agreement shall be effective when written and deposited in the United States mail, first class postage prepaid and addressed as specified in this Agreement. B. Termination Notices shall be effective when written and deposited in the United States mail, certified, return receipt requested, and addressed as specified below. C. For purposes of this Agreement, any notice to be provided by City may be given by Administrator. Notices to City, Project Sponsor, and Contractor shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: Citv City of Santa Ana Attn: Executive Director, CDA 20 Civic Center Plaza (M-25) Santa Ana, CA 92701 Proiect Sponsor: Contractor: AS. Foundation Orange County Phil Yaeger 17982 Sky Park Circle,Suite J Irvine, CA 92614 Santa Ana Housing Authority Attn: Linda Foster 20 Civic Center Plaza (M-27) Santa Ana, CA 92701 7 X1. 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. XI1. 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. STATUS OF CONTRACTOR AS. Foundation Orange County and the Housing Authority are, and at all times shall be deemed to be, independent contractors and shall be wholly responsible for the manner in which they perform the services required by the terms of this Agreement. A.S. Foundation Orange County and the Housing Authority are, and at all times shall be deemed to be, entirely responsible for compensating staff and consultants employed by AS. Foundation Orange County and the Housing Authority. This Agreement shall not be construed as creating the relationship of employer and employee, or principal and agent, between City and A.S. Foundation Orange County and Housing Authority employees, agents, or subcontractors. AS. Foundation Orange County and Housing Authority 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. A.S. Foundation Orange County and Housing Authority, its agents, employees, or subcontractors, shall not be entitled to any rights or privileges of City employees and shall not be considered in any manner to be City employees. XIV. NON-ASSIGNABILITY AND DELEGATION Project Sponsor nor Contractor shall assign any rights under this Agreement except upon written authorization £Tom City. 8 xv. TERM The term of this Agreement shall commence July 1,2004 and terminate June 30, 2005, unless terminated earlier as provided in this Agreement; provided, however, A.S. Foundation Orange County and the Santa Ana Housing Authority 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. XV1. TERMINATION A. Any party may terminate this Agreement, without cause, upon ninety (90) days written notice given the other parties. B. Any party may terminate this Agreement, upon thirty (30) days written notice given the other parties for material breach after failure to resolve the breach pursuant to the Dispute Resolution paragraph of this Agreement. . C. The rights and remedies of City, ASF, or the Housing Authority 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. XVII. THIRD PARTY BENEFICIARY No 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. XVIII. WAIVER OF DEF AUL T OR BREACH Waiver of any default by ASF, the Housing Authority or City shall not be considered a waiver of any subsequent default. Waiver of any breach by ASF, Housing Authority, Inc., or City of any provision of this Agreement shall not be considered a waiver of any subsequent breach. Waiver of any default of any breach by ASF, Housing Authority or City shall not be considered a modification of the terms ofthis Agreement. 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date stated above. ATTEST:./,~ ' , " , /' A--""1f:', ", ," ' / õ' ~~ /~_/ -/~atricia E. Healy Clerk of the Council APPROVED AS TO CONTENT: /~7¿ (~V<CI?JÍ./ /'<-. David N. Ream City Manager APPROVED AS TO FORM: Joseph W. Fletcher City Attorney HOUSING AUTHORITY ~- { At~ By: Lisa E. Storck Assistant City Attorney ive Director, CDA P. Reekstin A.S. FOUNDATION LA<.I (.Glí¿ft1:<! Orange County --' 10 ------- ---.-- ------ --------- ---- --- _.._~...~--- I~ACORD- - CERTIFICATE OF LIABILITY INSURANCE AIg~W-F DAT~~7;~~~Y~1 P DU",", THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATIO r/ .K ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE sswood Insurance Agency, Ltd. ~P}~~~H1H~~~~Iil~~C:~~g~EESD NB~\~~Ep~LI~fJSE~~L~~ 340 South Farrell Dr1ve A203 Palm Springs CA 92262 I phone: 760-322-4466 INSURERS AFFORDING COVERAGE ~._-,! NAIC # INSUR-~---'--- --- -------------. '-----'----------;¡-"-l-~~SURE~--~on -;rof:it:-~~CeAl.~iance I - A - a..oor -De~ IINSURO::~B -Non-Prof"its .unit:a,----¿-------i-- A.S. Found. Orange Cnty d/bþa I~-URER-C --------_.._-_u,--- ~~~Š2 W~~~ ~~r~rgîr;;ï~Y ste AJ ~NSU~~;;-;;--'----- Irvine CA 92614-6408 I-~.----- --~ ~ J INSURER E =r~~ ----.. COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE JNSUHED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. N01WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR f,AAy PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ~- POLICY EFFECTIVE POLICY EXPlRATIO TYPE OF INSURANCE POLICY NUMBER DATE MM/DONY DATE MMlDDIYY GENERAL LIABILITY -----..- LIMITS L TR NSR GENERAL AGGREGATE PRODUCTS - COMPfOP AGG , 1,,000,000 $ 100,000 _..- , 10,00~- $ 1 ~-Q~)Q , Oo~- $ 3 .,-goo, 00°_- '3,000,00°_- X COMMERCIAL Gt::NERAL LIABILITY - ] CLAIMS MADE [!] OCCUR X Misc Prof Liab I GEN'L AGGREGATE LIMIT APPLIES PER: j j~g AUTOMOBILE LIABILITY X ANY AUTO 2003-08363-NPO 07/29/03 07/29/04 EACH OCCURRENCE ~ I PREMISES (Ea QCcurence) , MED EXP (Anyone person) PERSONAL & ADV INJURY AIX lOG B MEMBER 0748/POOL 07/01/03 07/01/04 COMBINED SINGLE LIMIT (Eaaccident) s 1,000,000 ~=-=- I $ ..j_.~-----_. I is , ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per person) X HIRED AUTOS X I NON-OWNED AUTOS -'-j BODILY INJURY (Peraccident¡ I PROPERTY DAMAGE , (Per accident) GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT ¡ S OTHER THAN AUTO ONLY EAACC: S --------r--- - AGG ! S -------- Ai EXCESS/UMBRELLA LIABILITY OCCUR n CLAIMS MADE ~ 2003-08363-UMB-NPO 07/29/03 I , , 07/29/04 EACH OCCURRENCE I $ 2,000, DOC AGGREGATE ---0-2/.9°0, O.Q.Q= , --_.--- ~ DEDUCTIBLE X RETENTION s10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPR\ETORfPARTNERfEXECUTIVE OFFICER/MEMBER EXCi..UDED? ~pÊtI1~~~'õvÏs1öNS below OTHER , , I ER , _.------- E.L- DISEASE - EA EMPLOYE $ E.L DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Certificate Holder is named as Additional Insu:l:'ed, per attached endorsement. CERTIFICATE HOLDER CANCELLATION SANTAA1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRAT DATE THEREOF, THE ISSUING INSURER WILL CIJBE.,. 8 IX! Tg MAIL ~ DAYSWRITTE NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, B'C I r,...u...~RE! T'" "'n ~'" ~'ILt City of Santa Ana Housing Authroity PO Box 22030 Santa Ana CA 92702 (M-27) ~~-+ÐNQRb.'An" T'sr.IJ. HIrIBI::IP6r~TIIEIIJ3URLR,IT.3ASE:IH.:IõJ1: ~tJTAT"'<::" AUT IZ REP~T . { f!.;e. I ífU4?le-Jc./ ACORD 25 (2001/08) @ ACORD CORPORA TIO , 4994 10 :08a. 9498095779 From-AIDS Services Foundation OranaB County POOI/OOI T-705 F-894 ... ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company NONPROFIT INSURANCE ALLICANCE OF CALIFORNIA This endorsement modifies such insurance as is afforded by the provisions òf Policy # 2003-08363-NPO relating to the following: I. The City of Santa Ana, 20 Civic Center Plaza, SantaA.na, California 92701; its officers, employees, agents, volunteers and representatives a...-e named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on òehalf of the named insured. 2. With respect to claim¡ arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. llis insurance applies separately to each insured again¡¡t whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shan not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the fonowing, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to AIDS May 25, 2004 2003-08363-NPO Service Foundation . this endorsement fonn as a part of of Orange County, et al Named Insured Countersigned by e ;1!J~2)Z- "^,C'~"/OO,r" ,." ',C"' ,"u. ''''vv~, 'J.' "",",1.,. ""¡'''E''''vL-u ...v_" ,~~V~. ~\:.I 11.I"t." J H.." ATrN: DAM MAHONEY, f:EGL VP 340 SO FARRELL DR, STI: A2ù3 PAlf\li SPRINGS GA gn"~2' {76°\o~' "c, ." "''-'-u . \,-1.',: -" . v ¡, ,:-: (!~n\ 12':' --7 :','~-'