Loading...
HomeMy WebLinkAboutHOUSING AUTHORITY OF THE CITY OF SANTA ANA (3) - 2012A-2012-087 C 'w \\`J ?; ,4 v? A? v G COOPERATIVE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE SANTA ANA HOUSING AUTHORITY This Cooperative Agreement entered into this I" day of July, 2012, which date is enumerated for purpose of reference only, is by and between the City of Santa Ana ("City") and the Santa Ana Housing Authority ("Project Sponsor"). 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 ("HOPWA") Program; and B. City has entered into a HOPWA 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 will provide 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 HOPWA 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 of the type covered by this Agreement. B. This Agreement fully expresses all understanding of City and Project Sponsor 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 each party. II. SERVICES A. City shall serve as "HOPWA Grantee" for the purpose of contracting with organizations to provide Tenant-Based Rental Assistance to persons disabled due to HIV/AIDS residing in Orange County. B. Nothing in this Agreement shall prevent City from 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 and Project Sponsor. C. City shall conduct an ongoing assessment of the Tenant-Based Rental Assistance Program. D. Project Sponsor shall assure the adequate provision of supportive services to applicants/participants to ensure program success. E. Project Sponsor 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 HUD-40110-C (8/94). In addition, Project Sponsor shall forward quarterly narrative reports to City identifying accomplishments as HOPWA Project Sponsor 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 and Project Sponsor's designee. III. BUDGET The following budget is an estimate only of the cost of providing the services hereunder for the term July 1, 2012 through June 30, 2013. This budget may be modified by mutual written agreement of the Contract Officers. Administration $ 42,000.00 Housing Assistance Payments/Program Expense $558,000.00 TOTAL (Maximum Obligation) $600,000.00 2 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, 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 HOPWA 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, journals, time sheets, canceled checks, and records of cost incurred by Project Sponsor 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. 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, 2013 shall be returned to City. Said unexpended funds shall be reallocated by City through the HOPWA 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 a joint written Statement describing the facts of the issue, within thirty (30) days after the written notice described above to the Executive Director of the Community Development Agency ("Executive Director") and to City's Housing Manager for resolution. If the 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 of the dispute, or lack thereof, by the Executive Director 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. VI. INDEMNIFICATION Each party agrees to indemnify, defend, and hold harmless the other party, its officers, agents and employees from all liability, claims, losses and demands, including defense costs, whether resulting from court action or otherwise, arising out of the acts or omissions of the indemnifying party, its officers, agents or employees or the condition of property used in the performance of this Agreement. VII. INSURANCE With respect to performance of work under this Agreement, Project Sponsor 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 shall: (a) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the City 4 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 of this 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. IX. LICENSES AND LAW A. Project Sponsor, 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 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 (U.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-133, Audits of Institutions of Higher Education and Other Nonprofit Institutions. IX. NONDISCRIMINATION A. Employment - Project Sponsor warrants that it has developed and does maintain an Affirmative Action program for employment which includes goals and timetables for employment of women and minorities, which program meets the Affirmative Action Guidelines of the Federal Equal Opportunity Commission and all appropriate state laws and regulations. B. Services, Benefits, and Facilities - Project Sponsor and its contractors, shall not 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 its contractors agree to comply with the provisions of Section 504 of the Rehabilitation Act of 1973 (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 -Project Sponsor and its employees, agents, or contractors shall not 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 Contract Officers. Notices to City and Project Sponsor shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: 6 City City of Santa Ana Attn: Executive Director CDA 20 Civic Center Plaza (M-25) Santa Ana, CA 92701 Project Sponsor: Santa Ana Housing Authority Attn: Housing Manager 20 Civic Center Plaza (M-27) Santa Ana, CA 92701 XI. 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. XII. SEVERABILITY If a court of competent jurisdiction declares any provision of this Agreement or application thereof to any person or circumstances to be invalid or if any provision of this Agreement contravenes any federal, state or county statute, ordinance, or regulation, the remaining provisions of this Agreement or the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain in full force and effect, and to that extent the provisions of this Agreement are severable. XIIL STATUS OF CONTRACTOR The Housing Authority is, and at all times shall be deemed to be, an independent contractor and shall be wholly responsible for the manner in which they perform the services required by the terms of this Agreement. The Housing Authority is, and at all times shall be deemed to be, entirely responsible for compensating staff and consultants employed by the Housing Authority. This Agreement shall not be construed as creating the relationship of employer and employee, or principal and agent, between City and the Housing Authority employees, agents, or subcontractors. The 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. The Housing Authority, its agents, employees, or subcontractors, shall 7 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 shall not assign any rights under this Agreement except upon written authorization from City. XV. TERM The term of this Agreement shall commence July 1, 2012 and terminate June 30, 2013, unless terminated earlier as provided in this Agreement; provided, however, 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. XVI. 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 and 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 DEFAULT OR BREACH Waiver of any default the Housing Authority or City shall not be considered a waiver of any subsequent default. Waiver of any breach by the Housing Authority 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 the Housing Authority or City shall not be considered a modification of the terms of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date stated above. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO CONTENT: Paul Walter Interim City Manager APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa E. Storck Assistant City Attorney HOUSING AUTHORITY hall Nancy T. ards Interim Ex tive Director 9