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HomeMy WebLinkAboutORANGE COUNTY, MENTAL HEALTH ASSOCIATION OF 17 - 2008INSURANCE ON FILE q-2008-068-09 WORK MAY PROCEED UNTIL INSURANCE EXPIRES 7 -i, C1 CLERK OF COUNCIL sios DATE: AUG~_ 2008 AGREEMENT BETWEEN THE CITY OF SANTA ANA YV~; '~ p: CDAk Hernan ex) AND ORANGE COUNTY ASSOCIATION FOR MENTAL HEALTH Fran FOR THE USE OF EMERGENCY SHELTER GRANT FUNDS (With Provisions Relating to Compliance with Title X and 24 CFR Part 35 Relating to Lead Based Paint) THIS AGREEMENT, is hereby made and entered into this 1St day July, 2008, by and l~- tween the City of Santa Ana., a charter city and municipal corporation of the State of California ("CITY"} and ORANGE COUNTY ASSOCIATION FOR MENTAL HEALTH, a California nonprofit organization ("SUBRECIPIENT"). WITNESSETH Recitals: 1. CITY is the recipient of Emergency Shelter Grant ("ESG"} funds from the United States Department of Housing and Urban Development ("HUD") pursuant to the Stewart B. McKinney Homeless Assistance Aet: Emergency Shelter Grants Program 42 USC 11331 et seq. 2. CITY has approved the provision of federal i'innds under the $SG to be used in the op- eration of an emergency shelter program for the homeless of the City of Santa Ana {"said pro- gram") as funther described by a Scope of Work and Schedule of Performance in Exhibit A, at- tached hereto and by this reference incorporated herein. 3. SUBRECIl'IENT represents that it has expertise and experience in the provision of emergency shelter programs fvr the .homeless and is willing to use said federal funds to operate said program. 4. SUBR~CII'IEI~T agrees to assist homeless individuals and families in obtaining: appropriate supportive services including, but not limited to, temporary and permanent housing, medical health treatment, mental health treatment, counseling supervision and other services es- sential for achieving independent living, as well as other federal, state, local and private assis- tance available for such individuals. 5. Title X of the 1,992 Dousing and Community 1evelopment Act (Title X) established requirements relating to lead based paint ("LBP") in housing receiving federal assistance, with particular requirements relating to {i} notification (including pamphlet distribution, disclo- sure to purchasers and lessees, notice of lead hazard presumption or results of evaluation, and/or lead hazard reduction}, (ii) lead hazard evaluation (including visual as~ssment, paint testing, and/or risk assessment), (iii) lead hazard reduction (including paint stabilization, interim con- trols, standard treatments, or abatement depending on the .requirements for housing activity type), (iv) ongoing maintenance, if required, and (v) response to children with environmental interven- tion blood lead levels, as required; and 6. On September 1 S, 1999 HUD adopted implementing regulations to Title X that became 5105 effective September 15, 2000 as set forth in 24 CFR Part 35, et seq. ("LBP Regs."), which estab- lish specific rules regarding notification to owners and occupants about the existence of LBP ha- zards, identification of LBP hazards, and control of LBP hazards; and 7. Residential structures built after January 1, 1978 are exempt from lead-based paint re- quirements asthe use of lead-based paint was banned for use in residences after this date by Congress {24 CFR Part 35.115). Therefore, the Title X requirements set forth herein shall not be applicable if the structures involved were built after January 1, 1978. 8. Subpart K -Acquisition, Leasing, Support Services, and Operation of the LBP Regs, sets forth specific requirements relating to housing providers, such as StJBRECIPIENT, who admi- nister .local programs that provide supportive housing for special needs populations and are funded. by HUD Office of Community Planning and Development ("CPD") programs, including ESG funds, as provided to SUBi~CIPIENT under this Agreement; and 9. In connection with the grant of funds under this Agreement, CITY requires that SUBRECIPIENT comply and show evidence of compliance with all applicable requirements of Title X and the LBF Regs, in particular Subpart K relating to acquisition, leasing, support servic- es, or operations, and Subpart J relating to rehabilitation, as and when applicable; and 10. In connection with the grant of funds under this Agreement, CITY requires that SUBRECIPIENT comply and show evidence of compliance with all applicable requirements of Title X and the LBP Regs, in particular Subpart M relating to tenant based rental assistance, as and when applicable; and 11. Attached and hereby fully incorporated to this Agreement are the following notification attachments: Attachment No. 1 entitled "Protect Your Family From Lead In Your Home", EPA747-K-99-001, Attachment No. 2 entitled "Sample Disclosure Format for Target Housing Sales, Disclosure of Information on Lead.-Based. Paint and Lead-Based Paint Hazards", and At- tachment No. 3 entitled "Sample Summary Risk Assessment Notice Format"; provided however, that such attachments are not intended to modify or limit SUBRECIl'IENT' S obligation bo fully comply with all applicable provisions of Title X and the implementing regulations in the L$P Regs; and 12. By this Agreement SUBRECIl'IENT will accept assignment from the CITY of all reapon sibilities set forth in Subpart K of the LBP Regs; and 13. SU$RECIPIENT agrees that it will adhere to the performance measurements and out- comes asindicated on Exhibit A-1 (Outcome Tracking). Failure to follow the measurements and meet the stated outcomes may constitute breach of contract that could result in termination of this Agreement or serve as reason for the City to recapture the grant funds awarded to SU$RECII'IENT pursuant to tills Agreement. 2 5/OS 14. The CITY and SUBRECIPIENT have duly executed this Agreement for the expenditure of such funds; and WHEREFORE, it is agreed by and between the parties, that the foregoing Recitals area subs- tantive part of this Agreement and the following terms and conditions are approved and together with all exhibits and attachments hereto, sha11 constitute the entire Agreement between the CITY and SUBRECIl'IENT: I. SUBRECIPIENTS'S OBLIGATIONS A. Non-Profit Status - Representations and Warranties (1) SUBRECIPIENT acknowledges that its operations and the services it provides to the community are subject to Subpart K, and, in some instance(s) Subpart Jand/or Subpart lvi, of the LBP Regs. (2) SUBRECIPIFNT acknowledges that its operations and the services it provides in- clude: (a) acquisition, leasing, or ownership of residential property for the purpose of providing affordable housing for persons with special needs, such as transitional housing, or (b) housing for persons with special needs, such as the disabled, or (c) financial assistance to assist transitional housing participants to move to permanent housing by paying for the first month's rent or securi- ty deposit, or (d) tenant-based rental assistance to program participants who choose their own housing units, and by provision of such services such housing is subject to the requirements of the LBP Regs. (3) Representations: (a) Authority. SUBRECIPIENT is a duly organized and existing non-profit corporation in good standing and authorised to do business under the laws of the State of California. SUBRECIPIENT has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by SUBRECIl'IEN'T has been fully authorized by all requisite actions on the part of SUBRECIPIENT. (b) Experience. SIJBRECIPIENT is a qualified provider of the services to be provided hereunder. (c) Familiarity With Services Required. By executing this Agreement, SUBRECIl'IENT warrants that (i) it has thoroughly investigated and considered the services to be performed and provided hereunder, (ii) it has cazefully considered how the services should be performed, and (iii) it fully understands the facilities, difficulties and restrictions attending per- formance of the services under this Agreement, inclusive of compliance with the LBP BEGS. Should SUBRECIPIENT discover any latent or unlaiown conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY of such 3 5/fi5 fact and shall not proceed except at SUBRECIl'IENT' S risk until written instructions are re- ceived from CITY' S representative. (d) No Conflict. To the best of SUBRECIPIENT'S knowledge, SUBRECII'IENT'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which SUBRECIPIENT is a party or by which it is bound. (e) Na Bankruptcy. SUBRECIPIENT is not the subject of any current or threat- ened bankruptcy proceeding. (f) No Pending Legal Proceedings. SUBRECIPIENT is not the subject of a cur- rent or threatened litigation that would or may materially affect SUBRECIl'IENT'S performance under this Agreement. (g} Application Veracity. All provisions of and information provided in SUBRECII'Il/NT'Sappllcation for funding submitted to CITY including any exhibits are true and correct in all material respects. (h) No Pending Investigation. SU$RECTf'IENT is not aware that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, that would relate to affect performance of the Agreement or provision of services hereunder. (4) Compliance with Subpart IC of LBP Recs. Subpart K -Acquisition, Leas- ing, Support Services, or Operation ~a) SUBRECII'IENT acknowledges and agrees that it shall comply with and im- plement the requirements set forth in Title ~ and the LBP Regs to eliminate, as far as practicable, LBP hazards in all residential property that is under its ownership, possession, or control and/or residential property occupied by persons or families that receive financial or other assistance from SUBRECI151ENT. (b) SUBRECIPIlIyyNT'shah provide a notice to all residents/occupants of residen- tial property that is under its ownership, possession, or control and/or residential properly occu- pied by persons or families that receive financial or other assistance from SUBRBCIPIENT in accordance with Section 35.125 of the LBP Regs. (i) SUBI~Cn'1~NT acknowledges that in connection therewith a visual assessment is not considered an evaluation for purposes of the LBP Regs. 4 5/OS (c) Notification (24 CFR 35.130). SUBRECIPIENT shall provide the LBP ha- zard information pamphlet in accordance with Section 35.134 of the LBP Regs to all occupants, owners, and purchasers of housing. (i) The pamphlet shall be the EPA/IiIJD/Consumer Product Safety Commission lead hazard information pamphlet or anEPA-approved equivalent. The current form and version of the pamphlet is attached as Attachment No. 1 to this Agreement. (ii} SUBRBCIPIENT shall cause to be disclosed to all purchasers and lessees available information and knowledge regarding the presence of LBP and LBP hazards prior to selling or leasing a housing unit in accordance with 24 CFR 35, Subpart A. The current form and version of such notice is attached as Attachment No. 2 to this Agreement. (iii) SUBRECIPIENT Shall ensure that all occupants, owners, and purchasers of housing be notified in writing of the results of the presumption of LBP and/or LBP hazards, and results of any lead hazard evaluation, and any lead hazard reduction work in accordance with 24 CFR 3 ~, Subpart A. The current form and version of such notice is attached as Attachment No. 3 to this Agree- ment. (d) Lead Hazard Evaluation (~4 C)k'R 3S 12S}. SLTBRECIP1~i"f shall conduct all activities described in Section 35.1415 relating to visual assessment, paint stabilization, risk assessment, and maintenance with regard to all residential property that is under its ownership, possession, or control and/or residential property occupied by persons or families that receive financial or other assistance from SUBRI/CIPIENT, except for the exemptions described below in section 4 (d}(i)(1). (i) SUBREG1PTl11T shall cause a visual assessment to identify de- terioratedpaint in all residential property that is under its ownership, possession, or control and/or residential property occupied by persons or families that receive financial or other assis- tance from SUBRECIPIENT. (1)Section 35.115(a) provides exemptions from'Subparts B through R of the LBP Regs. including without limitation, (a) short term emergency assistance lasting less than 100 days cumulatively is exempted from compliance, with Subpart K as to such short term rental assistance units, and (b) exemption for zero-bedroom units, including SR© units, for which occupancy by a recipient of SUBRBC1PlENT' S services is for less than 140 days, and (c) exemption for residential housing units constructed after January 1, 1978. (ii) To the extent that the assistance provided by SUI~RECIPIENT to persons or households meets one or more of the exemptions set forth in the LBP Regs, then compliance with the notification,. evaluation, reduction, clearance and other requirements of the LBP Regs is not required related to the subject housing unit due to such exemption. 5 5105 (iii) SUBRECIPIENT shall comply with the applicable provisions of both Subpart K and Subpart M (Tenant Based Rental Assistance) of the LBP Regs. as to all tenant-based long term housing assistance, i.e., assistance to persons/households residing in housing units cumulatively for more than 100 days. IfSUBRECIPIENT has knowledge that an assisted family or household will occupy a dwelling unit for more than 100 days, the LBP Regs require evidence of compliance prior to occupancy. Funding to be provided hereunder is condi- tioned upon evidence of compliance. (1) Subpart M applies to all dwelling units occupied to be occupied by families or households that have one or more children of less than 6 years of age, as well as the common areas servicing such dwelling units, and exterior painted surfaces associated with such dwelling units or common areas. LBP compliance requirements relating to such dwel- ling units includes, without limitation: notification, evaluation by visual assessment, paint stabi- lization utilizing safe work practices, and clearance. (2) CITY advises SUBRECIl'IENT that in the event the services provided hereunder include rental assistance payments, such as first and last month's rent and/or security deposit, and. the assisted tenant executes a lease for long term occupancy, in- cluding occupancy in the same dwelling unit for more than 100 days, then the provisions of Sub- part M(Tenant Based Rental Assistance), will apply (unless otherwise informed and directed by HUD). In this regard, CITY advises SUB1tEC1PIENT chat Sub art M p requires HQS inspection of each dwelling unit prior to occupancy and prior to compliance with applicable notification, evaluation by visual assessment, reduction through paint stabilization utilizing safe work practic- es, and clearance requirements of the LBP REGS. (e) )C.ead hazard R~inction 'i7Vork. SUBItl/CIlSIENT shall cause LBP hazard reduction, such as paint stabilization, interim controls, standazd treatments, or abatement of all residential property that is under its ownership, possession, or control andfor residential property occupied by persons or families that receive financial or other assistance from SUBRECIPIENT, except as exempted as described in subsection 4(d)(ix 1) above. (1) If paint stabilization occurs, SUBRECIPI~N'I' shall cause paint stabi- lization of each deteriorated surface and clearance of residential units. pursuant to Section 35.1330(a) and (b) shall occur before occupancy of a vacant dwelling unit, or where a unit is occupied, immediately after receipt of the ESG FUNDS hereunder. (2} Safe VETork Practices shall be used in all LBP hazard reduction work. (3) Clearance shall be conducted to confirm that no LBP hazards remain when LBP hazard reduction work is complete. Confirmation of clearance by written certification of a qualified inspector is required on an annual basis in connection with submittal of the April 15 quarterly report. (f) Ongoutg Maintenance. SUBRECIPIENT shall incorporate ongoing LBP maintenance activities into regulaz building operations in accordance with Section 35.1355(a) for 6 5165 all residential property that is under its ownership, possession, or control and/or residential prop- erty occupied by persons or families that receive financial or other assistance from SUBRECIPIENT, except as exempted as described in suhsection 4{d)(i)(1) above. (1) Ongoing maintenance includes confirmation of clearance which shall be conducted to confirm that no LBP hazards remain when LBP hazard reduction work is com- plete. (2) Ongoing maintenance also includes confirmation of clearance by writ- ten certification of a qualified inspector on an annual basis in connection with submittal of the April I5 quarterly report. (3) Apart of such ongoing maintenance obligation includes notification of the results of clearance confumation and annual confirmation of clearance. a. SUBRECIl'IENT shall cause to be provided a notice to all oc- cupants of all residential property that is under its ownership, possession, or control and/or resi- dential property occupied by persons or families that receive financial or other assistance from SITBRECIPIEN T in accordance with Sections 35.125(b)(1) and (c), describing the results of the clearance examinafion and the results of annual certification. (g) Units Cleared Prior to Date of Agreement; Confirmation of Clearance. In the event the requirements of the LBP BEGS relating to lead hazard evaluation, lead hazard reduction, and lead hazard clearance have been completed on the subject dwelling units prior to the Date of Agreement, then the SUBl~C1~I'1"ENT shall provide to the CITY with the April 15 quarterly report a certificate from a qualified inspector evidencing a recent inspection and con- firmation of clearance of LBP and LBP hazards from the subject dwelling unit(s). ~. T~$P ~nformatienal Summary. For purposes of information only and in no respect intended to be a representation or warranty of the provisions of the LBP BEGS, the CITY has caused to be prepared an information summary relating to the LBP BEGS and application #o dwelling units that may be occupied by recipients of services and/or funding from SUBRECII'IENT under this Agreement. Attachment hio. 4 to this Agreement, attached and he- reby fully incorporated by this reference, is such information summary, CITY staff will coope- rate with and make themselves available to SUBRI=CIPIENT to assist in implementation of compliance with the LBP BEGS as to residential dwelling units to be assisted by SUBRECIPIENT. The parties acknowledge and agree the CITY is and shall not be liable or re- sponsible for the accuracy of such summary, and the SUBRECIl'ENT is directed to the LBP BEGS and implementing guidance published and provided by HUD relating to compliance with such LBP REDS. B. Amount of Grant; Quarterly Disbursement and 1Vlatch fiends. The amount granted to SUBRECIPIENT is $?A;t~O ("ESG FUNDS"), and such funds shall be expended by SUBRECIPIENT on or before June 3Q, 2009. The ESG FUNDS shall be disbursed by CITY to ~~~$ SUBRECIl'IENT on a quarterly basis, subject to and upon receipt and approval of a complete quarterly activity report, with the final payment subject to the satisfaction of the condition precedent of submittal of complete reporting information due on or before July 15 of the applica- ble funding year, as hereinafter more fully set forth. SUBRECIP)ENT shall be obligated to per- form such duties as would normally extend beyond the term, including but not limited to obliga- tions with respect to indemnification, audits, reporting, dataretention/reporting, and accounting. In accordance with 42 USC 113'75(a), SUBRECIPIEi~tT agrees to match all federal- funds provided by CITY to SUBRECIl'IENT with an equal amount of funds from sources other than these or other ESG funds. SUBRECII'IENT cannot use ESG funds from other jurisdictions in order to meet this match requirement. Match documentation showing new, previously unused match dollars, must be provided with each quarterly report. C. Use of Funds. SUBRECIPIENT agrees to use said funds pursuant to this Agreement to pay for necessary and reasonable costs allowable under the federal law and regula- tions to operate said program only. Said amounts shall include and will be limited to, essential services, homeless prevention, and/or operations costs. Allowable program costs are detailed in the Budget, as set forth in "Exhibit B," attached hereto and by this reference incorporated herein. SUBRECIl'IENTS 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 SUBRECIPIEI~I'T pursuant to the terms hereof. SUBRECIl'IEI~r'i' agrees that the homeless shelter and services under said program shall be made available for the entire period during which said funds are provided. D. Allowable Costs. SUBRECIPIENT agrees to complete said program on or before and to use said funds to pay for necessary and reasonable costs allowable under the federal law and regulations to operate said progranL Said amounts shall include essential services, homeless prevention, and/or operations costs. Dther allowable program costs are detailed in the Budget, as set forth in "Exhibit B," attached hereto and by this reference incorporated herein. SUBRECIFIETiT shall use all income received from said funds only for t3~e same purposes for which said funds may be expended pursuant to the terms and. conditions of this Agreement. E. Licensing. SUBkECIPIEh1T agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIEN'T shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SYJBItECIp1~N~"s operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. F. ~oni~ SUBI~CIPIENT' agrees that any facility/property used in furtherance of said Prog~'am shall be specifically zoned and pemutted for such use(s) and activity(ies). Should SUBRBCIPIEI~1'T 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 r~ulations following s sros written notification of said violafion(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 facility/property 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 temunation of grant funding hereunder. G. Separation of Accounts. All funds received by SUBRECIl'IENT from CITY pursuant to this Agreement shall be maintained separate and apart from any other funds of SUBRECIPIEN'T, or of any principal or member of SUBRECIl'IENT, in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable legal requirements. No monies shall be withdrawn from such account except for expenditures relating to essential services, homeless prevention and/or operations costs, as authorized hereunder. H. Audit Report Requirements. SUBRECII'IENT agrees that if SUBRECIPIENT receives Three Hundred Thousand Dollars ($300,000.00) or more in federal funds, SUBRECIl'IENT shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United Sta#es Qffice of Management and $udget. SUER~CIl'IENT 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. Further, SUBRECIPIENT shall comply and/or cause compliance with audit report(s) required by applicable provisions of Title ~ and the Lf3p Itegs. I. Record Keegin Retorting. SUBRECIPI~TIT shall kcep and maintain complete and adequate records and reports to assist CITY in meeting and maintaining its record keeping responsibilities under the ESG BEGS, Title X, and the L.BP Begs, including the following: (1) Records a. Documentation evidencing income level of persons and/or families par- ticipating. in or benefiting by the SUBRECIPIENT program. b. Documentation of the number of persons and/or families participating in or benefiting by the SUDRECIPIEN'T program, c. Household information shall include number of persons, identification of head of household, race%thnicity, age of children, seniors, income verification. d. Documentation of homelessness pursuant to 42 U.S.C. 11374(x)(4} and 24 CFR 576.2 i . e. Documentation of all ESG FUNDS received from CITY. 9 sros f. Documentation of expenses as identified in the Budget Proposal, in- cluding evidence of incurring the expense, invoices for goods or services, copies of any and all contracts or documentation pertaining to costs for subcontractors, plus all other invoices for which ESG FUNDS were expended, and payment therefor. g. Any such other related records as CITY shall reasonably require or as required to be maintained pursuant to the ESG BEGS. h. Documentation evidencing compliance with all applicable provisions of Title X and the LBP Regs, in particular Subpart K and, as applicable Subpart J and/or Subpart M. (i) Specific documentation, as required, evidencing com- pliance with all applicable provisions of such LBP Regs in- cluding: (i) notification, including distribution of the lead ha- zard information pamphlet (Attachment No. 1), disclosure and notices of hazard evaluation and reduction (Attachments No. 2 and 3}; (ii} evaluation of lead hazard(s), including paint test- ing and risk assessment; (iii) reduction of lead hazard(s), in- cluding safe work practices and clearance, and confirmation of clearance; and (iv) ongoing maintenance, as and if appli- cable for multifamily properties. (ii) In this regard SUBRECIPIENT shall track information on all persons/households assisted and the housing units assisted with the ESG FUNDS. Attachment No. ~ hereto is a sample form for tracking persons/households and housing units as- sisted with the ESG FUNDS. All categories of information set forth in such tracking form sha11 be prepared and submitted to the CITY with the April 1 S quarterly report. (iii) In the event that such information and reports are not com- plete and reasonably satisfactory information submitted in order for CITY staff to review and evaluate compliance with applica- ble ESG REGS and LBP Regs, then the final quarterly dis- bursement payment shall be withheld from the SUBRECIl'IENT. (iv) Documentation of clearance confirmation as provided herein. 10 5/05 (2) Reports (i) Payment Request. Concurrently with the submittal of each quarterly report, on or before the 15th day of October, January, April and July, SUBRECII'IENT shall submit both: an original invoice and true copies of invoices, receipts, agreements or oth- er documentation supporting and evidencing how the ESG FL7NDS have been expended during the applicable quarter. (ii) Quarterly Activity Report: Including in such reports .evidence of compliance with all applicable provisions of Title X and the LBP Regs, in particular Subpart I~ and, as applicable Subpart J, as further described in subsection (d) hereinafter, and Subpart M, if SUBRECII'IENT provides long term tenant-based rental assistance. SUBRECII'IENT 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 beg111iilrig July 1, 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. (iii) Quarterly certification of match, plus documentation of match source. Div) Any such other reports as CITY (or HLJD) shall reasonably require and/or request, including but not limited to the following information: monthly records of all ethnic and racial statistics of persons and families benefited by SUBRECIPIh'NT' in the per- formance of its obligations under this Agreement, including, but not limited to, the activities, program accomplishments, new pro- gram information, match fund certification and current program statistics on expenditures, caseload and activities. When appro- priate, pictures/slides should be included. (3) Recordkeenin~ of Ongoing Maintenance under the LBP Reis. If the services and program activities provided by SUBRECIPIENT hereunder establish an ongoing relationship with a property (such as long term tenant based rental assistance program [Subpart M] or transi- tional or permanent housing operated or administered by the SUBRECIPIENT) then the SUBRECIPIENT' shall provide a report to the CITY evidencing that SUBRECIPIENT and/or the proPertY owner(s), as applicable, has performed ongoing maintenance of the subject property. Ongoing maintenance shall include evidence of an annual clearance certification of the subject ~~ 5/OS residential property conducted by a DHS certified technician to ensure that LBP hazard reduction measures are maintained. All maintenance activities shall be conducted to ensure the threat of LBP hazards is minimized. (4)_Recordkeepin~ under the LBP Reis. The SUBRECIPIENT shall keep records of dis- tribution of notifications, all visual assessment, evaluations, inspections, repairs, and any other lead hazard evaluation, reduction, safe work practices, and clearance activities. (a) The SUBRECIl'IENT shall keep records evidencing distribution of all lead hazard information pamphlet(s). (b) The SUBRECIPIENT shall keep records evidencing each LBP evaluation re- port, LBP hazard reduction documentations, (such as job specifications), and all clearance or ab- atement report(s). (c) The SUBRECIPiENT shall keep ongoing maintenance records and records of relevant building operations for use during reevaluations of subject property for LBP and/or LBP hazards. 1. Such records shall be maintained for not less than longer of (A) four (4) .years after the activities cease or (B) the period re- quired by applicable program regulations. Under the ESG REGS records shall be retained for not less than five (5) years after the ac- tivities cease. 2. The SUBRECIPIENT shall provide a copy of any of the above records to the CITY or to HUD upon request of either or both. (d) Tracking Report. If the SUBRECII'IENT has provided, or is providing, rental assistance payments directed to a housing unit or housing units for more than 100 days, or it is anticipated that during the last quarter of funding that such rental assistance payment will be for more than 100 days, then the April 15 quarterly report shall contain information and evidence of compliance with the requirements herein relating to tracking of housing units, cumulative days of rental assistance, proper notifications to occupants and owners, HQS inspection, visual assess- ment, work write-up, stabilization and clearance of LBP and LBP hazards, if any. The proposed form of such tracking information is attached hereto as Attachment No. 5 and fully incorporated by this reference. In the event such April 15 quarterly report does not fully satisfy the reporting requirements set forth herein and in the LBP Regs, then the final installment payment of the ESG FUNDS shall be withheld from disbursement to SUBRECIPIENT. 1. Acce,SS to Records. CITY and the United State Government andlor 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 SUBRECIPIBNTs subcontractors, bookkeepers and accountants, employees and participants in 12 X105 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 SUBRECII'IENT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. K. Location of Records/ReQUired Length of Record Keeping. AlI accounting records, reports, and evidence pertaining to all costs, expenses and the ESG FUNDS of SUBRECIPIENT and all documents related to this Agreement shall be maintained and kept available at SUBRECII'IENT'S office or place of business for the duration of the Agreement and thereafter for five (~} years after completion of an audit in conformity with the ESG REDS, except as hereinafter provided relating to retention of any records or documentation existing, created, or maintained in compliance with Title X or the LBP Regs. 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 five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. All records relating to, or created or maintained in compliance with, Title Xand/or the LBP Regs shall be retained and maintained by SUBRECIPIENT indefinitely, including without limitation, all inspection report(s), disclosure statements}, and clean~nce report(s). 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. L. Compliance -with Law/Program Income. SUBRECIPIENT acknowledges that the funds being provided by CITY for said program are received by CITY pursuant to applicable ESG guidelines and that expenditures of these funds shall be in accordance with the ESG guide- lines and all pertinent regulations issued by agencies of the federal government. 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, and all Program Re- quirements. Program income received by SUBRECIPIENfi shall be returned to CITY unless otherwise provided for in this Agreement. SUBRECIl'IENT agrees to comply fully with all fed- eral, state and local laws and court orders applicable to its operation whether or not referred to in this Agreement. M. Standing. 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 SUBRECIl'IENT shall be reported immediately to CITY. N. Confidentiality. Without prejudice to any other provisions of this Agreement, SUBRECIl'IENT shall, where applicable, maintain the confidential nature of information pro- vided to it concerning. participants in accordance with the requirements of federal and state law. . -~- SUBRECIPIENT certifies that it will develop and implement procedures to ensure the confiden- 13 5105 tiality of records pertaining to any individual provided family violence prevention or treatment services under any project assisted under the Emergency Shelter Grants Program and that the ad- dress or location of any family violence shelter project assisted under the Emergency Shelter Grants Program will, except with written authorization of the person or persons responsible for the operation of such shelter, not be made public (24 CFR 576.56). 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 in- curred and services rendered hereunder. O. Independent Contractor. SUBRECIPiENT agrees that the performance of obligations hereunder are rendered in its capacity as an independent contractor and chat it is in no way an agency of CITY. P. Violation of Terms and Conditions. SUBRECIl'IENT agrees that if SUBRECIPIENT violates any of the terms and conditions of this Agreement or any prior Agreement whereby ESG funds were received by SUBRECIPIENT, or if SUBRECIl'IENT reports inaccurately, or if on audit there is a disallowance of certain expenditures, SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If SUBRECII'IENT engaged in fraudulent activity to obtain and/or justify expenditure of the ESG funds granted hereunder, SUBRECIPIENT shall be required to reimburse the CITY of all such funds that were obtained/spent under fraudulent circumstances. Q. ui ment. SUBRECIPIENT agrees to maintain a record Tor each item of non- expendable Personal ProP~Y acquired under the terms of this Agreement in accordance with 24 CFR 85.32. Said record shad be made available to CITY upon request. The term "non-expendable personal property" shall include leased and purchased equipment. R. Prohibited Use. SUBRECIPIENT hereby certifies and agrees that it will not use funds provided through this Agreement to pay for entertainment, meals or gifts. S. I.obbyi~. SUBRECIl'IENT certifies that it will comply with federal law (~ 1 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide 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 "fication 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 SU$RECIl'IENT under the terms and conditions of this Agreement. 14 5lOS 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 (see C-1). T. Financial Interest. SUBRECIl'IENT agrees that except for the use of ESG funds to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to ESG activities assisted under the terms of this Agreement, or who are in a position to participate in adecision-making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from aESG-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. U. Davis-Bacon Act. All laborers and mechanics employed by contractors or subcontractors in the performance of construction work, including alterations and repairs, in excess of $2,000.00, financed in whole or in part with federal funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis Bacon Act, as amended, 40 U.S.C. sections 276a - 276a-5. Any such construction contract shall include and comply with the required contract provisions and rules set forth in 29 C.b'.R. §5.5. Further, the payroll reports (along with the "Statement of Compliance") and basic records are required to be maintained and submitted, or made available, pursuant to 29 C.F.R §5.5(ax3). No payment, advance, grant, loan or guarantee of funds shall be approved by the federal agency unless there is on file with the agency a certification by the contractor that the contractor and its subcontractors have complied with .the provisions of 29 C.F.R §5.5. A breach of the contract clauses in 29 C.F.R. X5.5 may be grounds for termination of the contract, and for debarment as a contractor/subcontractor, asprovided in 29 C.F.R §5.12. Labor standards interviews/investigations shall be made as necessary to assure compliance [29 C.F.R §5.6(ax3)]. V. Homeless Involvement. SUBRECiPIErtT certifies that it will involve, to the maximum extent practicable, homeless individuals and families in constructing, renovating, maintaining, and operating facilities assisted. under the ESG program, and in providing services for occupants of these facilities [24 CFR 576.56(b); 42 USC 11375(d)]. W. Drug Free Workplace. SUBRECIPIENT certifies that it has established the fol- lowing drug-free workplace policy: 1. The unlawful manufacture, distribution, dispensing, possession or use of a con- trolled substance is prohibited in the workplace for any employee involved in a federally funded program. 15 5/05 2. As an employee working in conjunction with a federally funded program, the em- ployees of SUBRECIPIENT will be required to: a) Abide by the terms above in statement 1. b) Notify appropriate officials of SUBRECIPIENT and CITY officials of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction. 3. The City and the United States Department of Housing and Urban Development will be notified within ten days after receiving notice of any such violation. 4. Within 30 days of receiving such notice, appropriate personnel action will be tak- en against such employee, up to and including termination. 5. Each such employee shall be required to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency. X. Expenditure of Funds: SUBRECII'IENT must spend all of its grant amount within 24 months of the grant award (24 CFR 576.35). Any funds not obligated within said timeframe shall be reallocated. II. CITY'S OBLIGATIONS A. CITY shall pay to SUBRECIPIENT from funds received under the ESG when, if and to the extent received from HUD, amounts expended by SUBRECIPIENT in carrying out said program ursuant to this Agreement up to a maximum aggregate amount of ~" r~ { ~' '"` ($ in installments determined by CITY. Payments shall be made to SUBRECIPIENT through the submission of quarterly invoices (on or before the 15th day of October, January, April and July) in a form prescribed by CITY, detailing such expenses. CITY shall pay such invoices within thirty (3d) days after receipt thereof, provided CITY is satisfied that such expenses have been incurred within the scope of this Agreement and that SUBRECIl'IENT is in compliance with the terms and conditions of this Agreement. Costs incurred prior to the effective date of this Agreement, accrued as of the first day of July 1, for purposes identified herein will be allowable for reimbursement upon presentation of evidence of and invoices for such expenditures. B. Audit: CITY shall include an audit of the account maintained by SUBRECIPIENT in CTTY's annual audit of all funds pursuant to the Code of Federal Regulations and other applica- ble federal laws and regulations. C. Common Rule: Pursuant to CFR 85.40(a), the CITY manages the day today operations of each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant 16 sros program requirements and monitors grant and subgrant supported activities to assure compliance with Federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed periodically. D. Environmental Review: In accordance with 24 CFR 58, the CITY is responsible for undertaking environmental review and maintaining environmental review records for each appli- cable project. E. Ferformance Monitoring: CITY shall monitor the performance of the SUBRECII'IENT against goals and performance standards required herein. Substandard per- formance as determined by the CITY will constitute non-compliance with this Agreement. If ac- tion to correct such substandard performance is not taken by the SUBRECIl'lENT within a rea- sonable period of time after being notified by the CITY, contract suspension or termination pro- cedures will be initiated. III. NONDISCRIMINATION SUBRECIPIENT agrees that no person on the ground of race, color, national origin, reli- gion 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 ESG funds. IV. CONFLICT OF INTEREST Pursuant to the conflict of interest requirements set forth in 24 CFR 576.57 and OMB Circu- lars 1-102 and A-110, SUBRECIPIENT agrees that no officer, employee, agent or assignee of CITY having direct or indirect control of any ESG monies granted to the CITY, inclusive of the subject ESG FUNDS, shall serve as an officer of SUBRECIPIENT. Further, any conflict or poten- tial conflict of interest of any officer of SUBRECIl'IENT shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as apart hereof. Notice shall be sent by SUBRECIPIENT to CITY regarding any changes or mod- iflcations to its board of directors and list of officers V. SPECIAL CERTIFICATION FOR RELIGIOUS ENTITIES In addition to, and not in substitution for, other provisions of this Agreement regarding said program using federal funds, SUBRECII'IENT: A. Represents that it is, or may be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes that is supervised or controlled by or in connection with a religious or denominational institution or organization; B. Agrees that, in connection with said program: 1. It will not discriminate against any employee or applicant for employment on the 17 5/OS basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; 2. It will not discriminate against any person applying for participation in said pro- gram on the basis of religion and will not limit such participation or give preference to persons on the basis of religion; 3. It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, and exert no other religious influence in said Pro~'~; 4. The funds received under this Agreement shall not be used to construct, rehabili- tate, or restore any facility that is owned by SUBRECIPIENT and in which said program is to be implemented; provided that, minor repairs may be made if such repairs (1) are directly related to said program; (2} are located in a structure used exclusively for non-religious purposes and (3) constitute in dollar terms only a minor portion of the federal fund expenditure for said program. VI. CONDITIONS ON PROVISIONS OF DEVELOPMENT AND IlVIPLEMENTING HOMELESS PREVENTION ACTIVITIES In addition to, and not in substitution for, other provisions of this Agreement regarding said program using federal funds, SUBRECIPIENT: A. Represents that it is, or may be deemed to be, a Homeless Prevention Program [24 CFR 576.21(ax4)] and will implement homeless prevention activities subject to the limitations in 42 iJSC I I374(a)(4); B. Agrees that, in cont~ction with said program, if 1;SG funds are to be used to assist families that have received eviction notices or notices of termination of utility services, the fol- lowing conditions will be met: 1. The inability of the family to make the required payments must be the result of a sudden reduction in income; 2. The assistance must be necessary to avoid eviction of the family or termination of services to the family; 3. There must be a reasonable prospect that the family will be able to resume pay- ments within a reasonable period of time; and 4. The assistance must not supplant funding for preexisting homeless prevention ac- tivities from any other source. 1s 5/OS VII. PROHIBITION OF NEPOTISM SUBRECII'IENT 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 "imme- diate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-Iaw, daughter-in-law, aunt, uncle, niece, nephew, steppazent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. VIII. 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 Playa P.O. Box 1988 Santa Ana. CA 92702-1988 TO SUBRECII'IENT: Jeffrey A. Thrash Executive Director 822 Town & Country Road Orange, CA 92868 IX. ASSIGi~IABILITY None of the duties of, or work to be performed by, SUBRECIPIBNT under this Agree- ment shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. SUBRECIPIEN'T must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of SUBRECIPIENT pursuant to this Agreement. X. HOLD HARMLESS SUBRECIPIENT shall defend, indemnify and save harmless CITY, its officers, agents, employees, representatives and volunteers fiom and against any and all damages to properly or 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, agents, employees, rep- resentatives and volunteers from and against any and all claims, demands, suits, actions or pro- ceedings of any kind or nature, including, but not by way of limitation, workers compensation 19 5105 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 SUBRECI- PIENT's performance of this Agreement. XI. TERA'IINATION This Agreement may be terminated in accordance with Federal Register ~4 CFR Part 576 as follows: A. This Agreement may be terminated by CITY on thirty (3Q) days' written notice by ei- ther party. In the event of such termination, SUBRECIl'IENT shall only be entitled to reim- bursement for approved expenses incurred to the effective date of termination. B. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal, state and/or local laws governing the use of Emergency Shelter Grant funds. Furthermore, the SUBRECIPIENT shall comply with the Con- ditional Use permit requirements. For failure to comply with the aforementioned terms, suspen- sion or termination shall result, and 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 the Agreement by written notice to SI3BRECIPIENT, 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 no- tice, 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 pay- ments 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 under this Agreement maybe terminated for convenience. E. The grant of funds under this Agreement may be terminated due to the non- performance of SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work de- scribed in Exhibits A and B or failure to meet the performance standards and program goats set forth therein. F. In the event this Agreement is terminated as set forth in Section X.A through X.E, in- clusive, 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 under this Agree- ment. 20 sros XII. LIMITATION OF FUNDS The United States of America, through HUD, may, in the future, place programmatic or fiscal limitations on the use of ESG funds which limitations are not presently anticipated. Ac- cordingly, 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 SU$- RECIPIENT's use of both its uncommitted and its unspent fiords. Where HUD has directed or requested CITY to implement a reduction in funding, in whole or as to a cost category, with re- spect 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. If such a reduction in funding occurs, SUBRECIPIENT shall be allowed to de-scope accordingly.. Where CTI`Y has reasonable grounds to question SUBRE- CIPIENT's fiscal accountability, financial soundness, or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (b0) days upon five (S) days' written notice to SUBRECIFIENT 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 le- gally 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. XIII. INSURANCE A. SUBRECIPIENT shall fiunsh CITY's Clerk of the Council with an insurance certifi- cate from its workers' compensation insurance carrier certifying that it carries such insurance and that the policy shall not be canceled nor the coverage reduced except upon thirty (30} days prior notice to CITY. B. SUBRECIPIENT shall undertake self-insurance, or shall obtain, at its sole cost, a pol- icy or policies of commercial general liability insurance, or equivalent form, with a combined single limit of not less than $1 Million Dollars per occurrence. Such insurance shall: (1) name the City of Santa Ana, its officers, agents, employees and volunteers as additional insureds; (2) be primary with respect to insurance or self insurance pro- grams 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 SUBRECI- PIENT's operations hereunder. SUBRECII'IENT shall: (i) 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; (ii) provide that such insurance shall not be materially changed or terminated except on thirty (30} days prior written notice to the 21 5/OS CITY; (iii) 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. XIV. EXCLUSIVITY AND AMENDMENT TO AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, be- tween the parties hereto with respect to the use of CITY's ESG 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 auy party, or any- one 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 SUBRECIl'IENT. 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 Paws and regulations. XVI. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or af- .feet the validity of any other provision of this Agreement. XVII. 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 CTI'Y 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 and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. c. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any oth- er covenant, condition or agreement herein contained. 22 ~/~$ IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. ATTEST: z ~,,~ PA RI~IA E. ~:ALY Clerk of the Co•~.~r~cil CITY OF SANTA ANA a municipal corporation DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: LISA E. STORCK Assistant City Attorney DATED: Q SUBRECII'iENT: N • e A. Thrash Title:Exec tive Director Tax ID: 95-203697 23 Certification Regarding Lobbying Certification for Contracts, Grants Loans and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, 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 the awarding of any Federal contract, the making of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contact, grant, loan or cooperative agreement. (2) 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 Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certif cation be included in the award documents for all subawards at all tiers (including subcontract, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Program Title Orange County Association for Mental Health Name of Certifying Officer Signature Date EXHIBIT C Page 1 of 2 SUBRECIPIENT warrants the following: 1. SUBRECIPIENT will comply with Public Law 88-352, Title VI of the Civil Rights Act of 1964 (42 U. S. C. section 2000 et seq.) and implementing regulation in 24 CFR Part 1. 2. No person in the United States shall on the ground of race, color, religion, national origin, or sex, be excluded from participation in, or be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with community development funds made available pursuant to the ACT. 3. All laborers and mechanics, employed by contractors or subcontractors in the performance of construction work financed in whole or in part with community development funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis-Bacon Act, as amended, 40 U. S. C. Sections 276 a 1-5, except for individuals who perform services for which they voluuteered; do not receive compensation for such services; or are paid expenses, reasonable benefits, or a nominal fee for such services; and are not otherwise employed at any time in construction work. 4. SUBRECII'IENT will comply with ail Federal statutes applicable to projects funded with community development funds, except that (a) SUBRECIPIENT does not assume CITY'S environmental responsibilities described at 24 CFR 570,604; and (b) SUBRECIPIENT does not assume CTTY'S responsibility for initiating the review process under Executive Order 12372. EXHIBIT C Page 2 of 2 PRODUCER (g~g)709-8800 FAX (9~' 709-1668 vv/ av/ LVVO THIS CERTIFICAT IS ' IED AS A MATTER OF INFORMATION Comprehensive Insurance Services ONLY AND COtiFS -. ~tIGHTS UPON THE CERTIFICATE 22342 Avenida Empresa HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Suite 200 RSM, CA 92688 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A:. NONPROFITS' INSURANCE ALLIANCE 0 CA Mental Health Association of Orange County INSURER B: 822 Town & Country Rd. INSURER C: Orange, CA 92668 INSURER D: INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY 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. INSR DD' TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMIT9 GENERAL LIABILITY 2008-08472-NPO 07/12/2008 07/12/2009 EACH OCCURRENCE s 1 000 00 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED j ZOO OO CLAIMS MADE a OCCUR MED EXP (Any one person) S 10 ~~ A PERSONAL 3 ADV INJURY S 1 000 00 GENERAL AGGREGATE S 2 000 ~~ GEN'L AGGREGATE LIMIT APPLIES PER: PRO- PRODUCTS -COMP/OP AGG S 2 r 000 00 POLICY JECT X LOC AUTOMOBILE LIABILITY 2008-08472-NPO 07~12~2008 07~12~2009 X ANY AUTO COMBINED SINGLE LIMIT E id S a acc ent) ( 1 000 00 ALL OWNED AUTOS BODILY INJURY S A SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY S NON-O W N ED AUTOS (Per accident) PROPERTY DAMAGE S (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S ANY AUTO OTHER THAN EA ACC S AUTO ONLY: AGG S EXCESS/uMBRELLA LIABILITY 2008-08472-UMB-NPO 07/12/2008 07/12/2009 EACH OCCURRENCE s 2 000 000 X OCCUR ~ CLAIMS MADE AGGREGATE S 2 OOO 000 A S DEDUCTIBLE S X RETENTION S 10,00 S WORKERS COMPENSATION AND WC STATU- OTH- EMPLOYERS' LV161LITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? II yes describe under E.L. DISEASE - EA EMPLOYE S , SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT S OTHER DESCRIPTION OF OPERATK)NS /LOCATIONS !VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS ERTIFICATE HOLDER IS NAMED AS ADDITIONAL PER ATTACHED AGREEMENT EXCEPT 10 DAYS FOR NON-PAYMENT - " ( `~ CITY OF SANTA ANA, ITS OFFICERS, AGENTS AND EMPLOYEES ATTN: FRANK HERNANDEZ 20 CIVIC CENTER PLAZA, M-25 SANTA ANA, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL 1GX~X1108Xr.'16 MAIL * 3O DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, lfiCKdfdfd~7~(iXl)L)ti~dd~10(d(lI1G~ClWtK~IX~EX1(1fdCtlf~1(XX AUTHORIZED REPRESENTATNE rd EREMY ~Z~ Hwrcu ~a ~zuuT/uts) ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this cert~cate does not confer rights to the cert~cate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does ft affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001108) ADD1T14NAL INSURED AGREEMENT insurance Company NONPROFITS INSURANCE ALLIANCE OF CA agreement This t modifes such insurance as is afforded by the provisions of Policy # relating to the foAowing: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, Caiifomia 92701; its officers, employees, agents and volunteers are named as additional insureds {"additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on beha?f of the named insured. 2. With respect to claims 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 additiona! insureds. 3. PLEASE REFER TO CG0001 PORTION OF THE POLICY ATTACHED 4. wtr~ respect to the additional insureds, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30jkdays written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 9270'1. *EXCEPT 10 DAYS FOR NON-PAYMENT OF PREMIUM (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective 7/12/08 agreement this ~ rm as a part of Policy # _ 2nnR_nRa22_N~ issued to MENTAL HEALTH ASSOCIATION OF ORANGE COUNTY Named Insured Countersigned by Authorized Representative POLICY NUMBER: 2008-08472-NPO COMMERCIAL GENERAL LIABILITY CG 20260704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED .DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy, and for which a cert~cate of insurance naming such person or organization as additional insured has been issued, but only with respect to their liability arising out of their requirements for certain performance placed upon you, as a nonprofit organization, in consideration for funding or financial contributions you receive from them. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Information required to complete this Schedule if not shown above will be shown in the Declarations. Section II ~Allao Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury, "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. NAMED INSURED: Mental Health Association of Orange County EXPIRATION DATE: 07/12/2009 CG 20 26 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 CERTHOLDER COPY STATE P.O. BOX 420807, SAN FRANCISCO,CA 94142-0807 COMPENSATION I N S U R A N C E F U N ~ CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 04-01-2008 GROUP: POLICY NUMBER: 1354 9 37-2008 CERTIFICATE ID: 41 CERTIFICATE EXPIRES: 04-01-2009 04-01-2008/04-01-2009 CITY OF SANTA ANA gp COMMUNITY DEVELOPMENT AGENCY M25 20 CIVIC CENTER PLZ SANTA ANA CA 92701-4058 This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. THORIZED REPRESENTATI PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 04-01-2003 IS ATTACHED TO AND FORMS APART OF THIS POLICY. EMPLOYER ORANGE COUNTY ASSOCIATION FOR MENTAL HEALTH 822 W TOWN AND COUNTRY RD ORANGE CA 92868 SP M0408 (REV.2-05) PRINTED 03-18-2008