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HomeMy WebLinkAbout80A - JOINT - FUNDING ALLOCATIONS HOUSING OPPORTUNITIES FY 13-14REQUEST FOR COUNCIL/ HOUSING AUTHORITY ACTION MEETING DATE: MAY 6, 2013 TITLE: FUNDING ALLOCATIONS FOR THE HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS PROGRAM FISCAL YEAR 2013 - 2014 CITY MA AGER EXECUTIVE DIRECTOR RECOMMENDED ACTION CITY COUNCIL ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1st Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute a cooperative agreement with the County of Orange Health Care Agency in an amount of $ 827,051 for a one-year term to provide supportive housing services to HIV/AIDS-affected individuals in the County of Orange, subject to non-substantive changes approved by the City Manager and City Attorney. HOUSING AUTHORITY ACTION 1. Authorize the Executive Director of the Housing Authority to execute a cooperative agreement between the City of Santa Ana and the Housing Authority of the City of Santa Ana in the amount of $600,000 for a one-year term for the implementation of the Housing Opportunities for Persons with AIDS Tenant-Based Rental Assistance Program, subject to non-substantive changes approved by the Executive Director and Authority General Counsel. 2. Authorize the Executive Director of the Housing Authority to execute a cooperative agreement with AIDS Services Foundation Orange County in an amount not to exceed $12,000 for a one-year term to administer the wait list for the Tenant-Based Rental Assistance Program, subject to non-substantive changes approved by the Executive Director and Authority General Counsel. 8OA-1 HOPWA May 6, 2013 Page 2 COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its regular meeting on April 16, 2013, by a vote of 7:0 the Community Redevelopment and Housing Commission approved the recommended actions. DISCUSSION Since 1993, the City of Santa Ana has received federal funds through the U. S. Department of Housing and Urban Development (HUD) for the Housing Opportunities for Persons with AIDS (HOPWA) Program to be used countywide. The HOPWA Program is designed to provide resources and incentives for long-term comprehensive strategies to meet the housing needs of persons with Acquired Immune Deficiency Syndrome (AIDS). The allocation to the City of Santa Ana for fiscal year 2013-2014 will be approximately $1,471,187. Eligible activities for the HOPWA Program includes: 1) new construction, acquisition and rehabilitation of affordable housing; 2) provision of tenant-based rental assistance; 3) short-term rental and mortgage payment assistance to prevent homelessness; 4) supportive social services and housing information services; 5) technical assistance; and 6) administrative expenses incurred by jurisdictions coordinating local programs. In allocating grant funds for eligible activities, the City of Santa Ana is required to consider the service needs of eligible persons who reside throughout Orange County and approve funding for projects which may be located anywhere within the County. In order to ensure that the limited funds are prioritized, City staff has worked closely with the Housing Committee of the Orange County HIV Planning Council, the HIV Planning Council, and agencies throughout the County of Orange providing services to the HIV/AIDS community. On February 4, 2013, a strategic planning meeting was held to determine priorities for the fiscal year 2013-2014 funds. Representatives from the Orange County Health Care Agency, service providers from throughout the county, HIV/AIDS infected and affected individuals and City staff participated in the meeting. Based on the strategic planning meeting, the 2013-2014 fiscal year funding recommendations were established. The recommended funding levels are: 1) $600,000 to continue the Tenant- Based Rental Assistance Program with the Housing Authority of the City of Santa who will subcontract with AIDS Services Foundation Orange County to administer the wait list; 2) $827,051 to the Orange County Health Care Agency for supportive housing services to individuals throughout Orange County; 3) $44,136 for administrative costs. FISCAL IMPACT Funds will be available in the HOPWA Program account (nos. 40518760-69158, 40518761-69135, 40518761-various and 40518760-69136). 8OA-2 HOPWA May 6, 2013 Page 3 APPROVED AS TO FUNDS AND ACCOUNTS: (7/1, 1/ 4G- Sandi Gottlieb Acting Executive Director Community Development Agency SG/SLB/kg Francisco Gutierrez CIq Executive Director Finance and Management Services Agency Exhibit: 1. Cooperative Agreement (City/County) 2. Cooperative Agreement (City/HA) 3. Cooperative Agreement (HAWDS Services Foundation) 8OA-3 8OA-4 EXHIBIT 1 COOPERATIVE AGREEMENT BETWEEN COUNTY OF ORANGE AND CITY OF SANTA ANA This Cooperative Agreement ("Agreement") is hereby entered into for the term of July 1, 2013 through June 30, 2014, by and between the City of Santa Ana, a charter city and municipal corporation organized under the Constitution and laws of the State of California ("City") and the County of Orange ("County"). Recitals: A. City, on behalf of all jurisdictions in Orange County, has been designated to receive grant funding provided by the U.S. Department of Housing and Urban Development (HUD) pursuant to the Housing Opportunities for Persons with AIDS (HOPWA) program. B. City has entered into a HOPWA grant agreement with HUD. C. County has provided leadership and is responsible for planning, providing and contracting for comprehensive HIV services and has prepared, in conjunction with the HIV Planning Council, Orange County's HIV Plan for providing such services. D. City wishes to contract with County in order that County may obtain supportive housing services by contract for persons with HIV disease, which services shall be administered and monitored by County. E. County is agreeable to rendering such services on the terms and conditions hereinafter set forth; NOW, THEREFORE, THE PARTIES MUTUALLY AGREE AS FOLLOWS: 1. COUNTY SERVICES A. County shall serve as "HOPWA Project Sponsor" for the purpose of contracting with organizations to provide supportive housing services, to persons with HIV/AIDS residing in Orange County. B. Nothing in this Agreement shall prevent City from entering into one or more agreements with other political subdivisions within the County, if deemed necessary and advisable to do so by City; provided however, the obligations and rights covered by this Agreement shall not be altered or reduced, except as mutually agreed to in writing by City and County. C. County shall utilize competitive bidding and contracting procedures for supportive housing services as required in HOPWA program regulations. As HOPWA 8OA-5 Project Sponsor, County's responsibilities and payments cover appropriate monitoring and administration of contracts resulting from competitive bid. D. County shall ensure that each agency subcontractor receiving funds through this Agreement operates in accordance with the requirements of the applicable HUD regulations for the HOPWA Program and other federal, state and local regulations as appropriate. E. County shall conduct an ongoing assessment of the supportive housing services required by the participants in the program. F. County shall assure the adequate provision of supportive services to the participants in the program. G. County shall comply with such other terms and conditions, including record keeping and reports for program monitoring and evaluation purposes, as HUD may establish for purposes of carrying out the program in an effective and efficient manner. Quarterly and Annual progress reports will be submitted by County within forty-five (45) days after the quarter/year ends in a form consistent with HUD publication HUD-401 10-D or any other form that HUD may require. [See Exhibit A (Annual Report) attached hereto and incorporated herein by reference]. The report shall include copies of all Requests For Proposals (RFPs) released by County pursuant to this Agreement, copies of contracts between County and service providers, as well as a summary of program budgets and financial disbursements made under the terms of this Agreement. H. "Contract Officers" means the County's Health Care Agency Contract Development and Management Manager or designee and the City's Housing and Neighborhood Development Manager. 1. County shall ensure that any County Subgrantee/Subcontractor receiving funds through this Agreement is informed that it must abide by the same terms and conditions and responsibilities as set forth in this Agreement for the County to follow. II. BUDGET A. The following budget is an estimate only, of the costs of providing the services hereunder. This budget may be modified by mutual written agreement of the Contract Officers. The maximum obligation hereunder is $827,051. Supportive Housing Services $782,915 Administration* (see B. below) 44,136 $827,051 B. The Administration costs shall be seven percent (7%) of the actual expended grant funds. 2 8OA-6 C. All services and expenditures will be performed by June 30, 2014 and invoiced by August 15, 2014. Any remaining funds under this Agreement will be de-obligated upon termination of this Agreement. III. PAYMENTS/COST REPORT A. City shall pay County for the actual costs of providing the services hereunder, whether provided directly by County or its subcontractors, provided, however, the total of all payments to County shall not exceed the Maximum Obligation as specified hereinabove. B. County shall invoice City monthly, in arrears, based on the actual cost of providing and contracting for the services hereunder. County shall submit each invoice within forty- five (45) days after the end of each month. City shall pay County no later than thirty (30) days following receipt of such invoice and complete documentation of services performed, cost and number of persons served. Final invoice must be submitted by August 15, 2014. C. All invoices submitted by County shall be accompanied by source documentation including, but not limited to, journals, time sheets, canceled checks, invoices and records of services provided. D. At such times and in such a format as the Contract Officers mutually agree in writing, County shall prepare and submit to City report(s) of administrative costs incurred by County in the performance of this Agreement. E. The Cost Report(s) shall be financial and statistical report(s) submitted by County to City, and shall serve as the basis for Final Settlement of this Agreement. The Cost Report (s) shall detail all costs incurred by County to provide services hereunder. F. Final Settlement shall be based upon the actual costs incurred by County to provide services hereunder. If the Cost Report(s) indicates the total of City's payments to County are less than County's cost to provide the services hereunder, City shall pay County the difference; provided, however, the total payment shall not exceed the Maximum Obligation. Payment due pursuant to the Cost Report(s) shall be made within thirty (30) days of the Final Settlement determination. IV. DISPUTE RESOLUTION A. Either party may give written notice to the other, setting forth in specific terms the existence and nature of any unresolved matter or concern related to the purposes and obligations of this Agreement. Such notice shall be provided by and to the Contract Officers on behalf of the parties. The Officers shall have fifteen (15) working days following such notice to obtain resolution of any issue(s) identified in this manner, provided, however, by mutual consent this period of time may be extended to thirty (30) days. B. If the Officers are unable to obtain resolution of the issue(s), they shall submit a joint written Statement describing the facts of the issue, within thirty (30) days after the written notice described above to the Orange County Health Care Agency (HCA) Director and to the 8OA-7 Executive Director of the Community Development Agency (CDA) or designee for resolution. If the Officers are unable to prepare a joint statement, each shall submit separate statements to the HCA Director and Executive Director of City's Community Development Agency within the thirty (30) day period. Such persons shall meet and make their best effort to resolve the matter within thirty (30) days following submission of the statements. Resolution of the dispute, or lack thereof, by the HCA Director and CDA Director or designee shall be documented in the form of written correspondence exchanged by such persons within ten (10) days following their meeting. V. INDEMNIFICATION Each party agrees to indemnify and hold harmless the other party, its officers, agents, and employees from all liability, claims, losses and demands, including defense costs, whether resulting from court action or otherwise, arising out of the acts or omissions of the indemnifying party, its officers, agents or employees or the condition of property used in the performance of this Agreement. VI. INSPECTIONS AND AUDITS A. Any authorized representative of City, any authorized representative of the State of California, the Secretary of the United States Department of Health and Human Services, the Comptroller General of the United States Department of Housing and Urban Development or any of their authorized representatives, shall have access to County books, documents, and records, which such persons deem pertinent to the Agreement, for the purpose of conducting an audit, evaluation, or examination, or making transcripts during the periods of retention set forth in the Records/Confidentiality paragraph of this Agreement and the premises in which they are provided. B. County shall actively participate and cooperate with any person specified in subparagraph A. above in any evaluation or monitoring of the services provided pursuant to this Agreement, and shall provide the above mentioned persons adequate office space to conduct such evaluation or monitoring. VII. LICENSES AND LAW A. County, its officers, agents, employees, and subcontractors shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, certificates, waivers and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States Department of Health and Human Services, State of California, County and any other applicable governmental agencies. B. County shall comply with all laws, rules or regulations applicable to the services provided hereunder, as any may now exist or be hereafter changed. These laws, rules, and regulations shall include, but not be limited to the following: 1. United States Code (U.S.C.A.), Title 42, Section 12901-12912, AIDS Housing Opportunity Act. 4 8OA-8 2. Code of Federal Regulations (CFR), Title 24, Part 574, Housing Opportunities for Persons with AIDS. 3. CFR Title 24, Part 85, Common Rule to the Community Development Block Grant Entitlement Program. 4. Office of Management and Budget (OMB) Circular No. A-87, Cost Principles for State and Local Governments. OMB Circular No. A-128, Single Audit Act of 1984. VIII. NONDISCRIMINATION A. EMPLOYMENT - County warrants that it has developed and does maintain an Affirmative Action program for employment which includes goals and timetables for employment of women and minorities, which program meets the Affirmative Action Guidelines of the United States Equal Opportunity Commission and all appropriate state and federal laws and regulations. B. SERVICES, BENEFITS, AND FACILITIES - Neither County, nor any of its contractors, shall discriminate in the provision or services, the allocation of benefits, or in the accommodation in facilities on the basis of ethnic group identification, race, religion, ancestry, creed, color, sex, marital status, national origin, age (40 and over), sexual preference, medical condition, or physical or mental handicap in accordance with Title VI of the Civil Rights Act of 1964, 42 U.S.C.A. §2000d and all other pertinent rules and regulations promulgated pursuant thereto, and as otherwise provided by State law and regulations, as all may now exist or be hereafter amended or changed. C. DISABLED INDIVIDUALS - County and its contractors shall agree to comply with the provisions of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C.A 794 et seq., as implemented in 45 CFR 84.1 et seq.), and the Americans with Disabilities Act of 1990 (42 U.S.C.A. 12101 et seq.), pertaining to the prohibition of discrimination against qualified disabled persons in all programs or activities, as they exist now or may be hereafter amended together with succeeding legislation. D. RETALIATION - Neither County, nor its employees, agents, or contractors shall intimidate, coerce or take adverse action against any person for the purpose of interfering with rights secured by Federal or State laws, or because such person has filed a complaint, certified, assisted or otherwise participated in an investigation, proceeding, hearing or any other activity undertaken to enforce rights secured by Federal or State law. IX. NOTICES Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 8OA-9 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: City of Santa Ana HOPWA Coordinator 20 Civic Center Plaza (M-27) Santa Ana, California 92702-1988 To County: County of Orange Health Care Agency Contract Development and Management 405 West 5t' Street, 6`' Floor Santa Ana, CA 92701 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty- four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. X. RECORDS/CONFIDENTIALITY a. The parties, and any subcontractors, shall prepare and maintain any records required by laws, regulations and procedures applicable to their responsibilities under this Agreement. b. The parties agree to maintain the confidentiality of any records which pertain to this Agreement in accordance with applicable state and federal laws and regulations. Financial records related to this Agreement shall be maintained for two (2) years after termination of this Agreement. c. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, 6 8OA-10 visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. XI. JURISDICTION/VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. XII. SEVERABILITY If a court of competent jurisdiction declares any provision of this Agreement or application thereof to any person or circumstances to be invalid or if any provision of this Agreement contravenes any Federal, State, or County statute, ordinance, or regulation, the remaining provisions of this Agreement or the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain in full force and effect, and to that extent the provisions of this Agreement are severable. XIII. INDEPENDENT CONTRACTOR County is, and shall at all times be deemed to be, an independent contractor and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this Agreement. County is entirely responsible for compensating staff and consultants employed by County. This Agreement shall not be construed as creating the relationship of employer and employee, or principal and agent, between County and City or any of County's employees, agents, or subcontractors, or principal and agent, between County and City or any of County's employees,. County assumes exclusively the responsibility for the acts of its employees, agents or subcontractors as they relate to the services to be provided during the course and scope of their employment. County, its agents, employees, or subcontractors, shall not be entitled to any rights or privileges of City employees and shall not be considered in any manner to be City employees. XIV. TERM The term of this Agreement shall commence and terminate as specified herein, unless otherwise sooner terminated as provided in this Agreement; provided, however, County shall be obligated to perform such duties as would normally extend beyond this term, including but not limited to, obligations with respect to indemnification, audits, reporting and accounting. 7 8OA-11 XV. TERMINATION A. Either party may terminate this Agreement, without cause, upon ninety (90) days written notice given the other party. B. Either party may terminate this Agreement, upon thirty (30) days written notice given the other party for material breach after failure to resolve the breach pursuant to the Dispute Resolution paragraph of this Agreement. C. The rights and remedies of County or City provided in this Termination paragraph shall not be exclusive, and are in addition to any other rights and remedies provided by law or under this Agreement. XVI. THIRD PARTY BENEFICIARY Neither party hereto intends that this Agreement shall create rights hereunder in third parties including but not limited to any subcontractors or any patients provided services hereunder. XVII. WAIVER OF DEFAULT OR BREACH Waiver of any default by County or City shall not be considered a waiver of any subsequent default. Waiver of any breach of County or City of any provision of this Agreement shall not be considered a waiver of any subsequent breach. Waiver of any default or any breach by County or City shall not be considered a modification of the terms of this Agreement. XVIII. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 8OA-12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in the County of Orange, State of California, on the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council CITY OF SANTA ANA: Kevin O'Rourke Interim City Manager APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa E. Storck Assistant City Attorney COUNTY OF ORANGE BY: CHAIRMAN OF THE BOARD OF SUPERVISORS SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD. DARLENE J. BLOOM Clerk of the Board of Supervisors of Orange County, California APPROVED AS TO FORM: OFFICE OF THE COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA BY: DEPUTY 9 8OA-13 8OA-14 EXHIBIT 2 COOPERATIVE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE SANTA ANA HOUSING AUTHORITY This Cooperative Agreement entered into this 1St day of July, 2013, 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. B. City has entered into a HOPWA grant agreement with HUD. 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. 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. 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: 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. 8OA-15 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, 2013 through June 30, 2014. 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 8OA-16 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. 3 8OA-17 G. Any funds not expended by fiscal year end, June 30, 2014 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 8OA-18 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: United States Code (U.S.C.), title 42, Section 12901-12912, AIDS Housing Opportunity Act. 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. 5 8OA-19 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 80A-20 Citv 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. XIII. 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 8OA-21 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, 2013 and terminate June 30, 2014, 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. 8OA-22 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date stated above. ATTEST: APPROVED AS TO CONTENT: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa E. Storck Assistant City Attorney 9 Kevin O'Rourke Interim City Manager HOUSING AUTHORITY Sandi Gottlieb Acting Executive Director 8OA-23 8OA-24 EXHIBIT 3 COOPERATIVE AGREEMENT BETWEEN THE SANTA ANA HOUSING AUTHORITY AND AIDS SERVICES FOUNDATION ORANGE COUNTY This Cooperative Agreement entered into this 1" day of July, 2013, which date is enumerated for purpose of reference only, is by and between the City of Santa Ana Housing Authority ("Housing Authority"), and the Aids Services Foundation Orange County ("Contractor"). This Agreement shall be administered by the Santa Ana Housing Authority. RECITALS: A. The City of Santa Ana ("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. B. City has entered into a HOPWA grant agreement with HUD. C. City has entered into an agreement with the Santa Ana Housing Authority ("Project Sponsor"). 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. E. Project Sponsor has entered into an agreement with Contractor for Contractor to provide services to support the Tenant Based Rental Assistance Program by maintaining the wait list and confirming disability status as defined in the Administrative Plan. F. 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: I. 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 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 8OA-25 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. II. SERVICES A. Santa Ana Housing Authority shall serve as "HOPWA Project Sponsor" for the purpose of providing Tenant-Based Rental Assistance to persons disabled due to HIV/AIDS residing in Orange County. B. Nothing in this Agreement shall prevent the Project Sponsor 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 the Project Sponsor; provided however, the obligations and rights covered by this Agreement shall not be altered or reduced, except as mutually agreed to in writing by Project Sponsor and Contractor. C. Contractor shall conduct an ongoing assessment of the Tenant Based Rental Assistance Program. D. Contractor shall assure the adequate provision of application intake and maintenance of the Tenant Based Rental Assistance Program wait list. Contractor will also verify disabilities due to HIV status of each applicant. E. 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. Contractor shall forward quarterly narrative reports to the Project Sponsor identifying accomplishments as HOPWA 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, and Contractor's designee. III. BUDGET The following budget is an estimate only of the cost of providing the services hereunder for the term July 1, 2013 through June 30, 2014. This budget may be modified by mutual written agreement of the Contract Officers. Administration $12,000.00 TOTAL (Maximum Obligation) $12,000.00 2 8OA-26 IV. PAYMENTS/COST REPORT A. Project Sponsor shall pay Contractor for the actual costs of providing the administration of services hereunder, provided, however, the total of all payments to Contractor shall not exceed the Maximum Obligation as specified in Section III of the Agreement. B. Contractor shall invoice Project Sponsor monthly in arrears, based on the actual cost of providing and contracting for the services hereunder. Project Sponsor shall pay Contractor 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 Contractor. C. All billings by Contractor shall be accompanied by copies of source documentation including, but not limited to, journals, time sheets, canceled checks, and records of cost incurred by Contractor in the performance of this Agreement. D. At such times and in such a format as the Contract Officers mutually agree in writing, Contractor shall prepare and submit to Project Sponsor reports of cost incurred by Contractor in the performance of this Agreement. E. The Cost Report(s) shall be financial and statistical reports(s) submitted by Contractor to Project Sponsor, and shall serve as the basis for final Settlement of this Agreement. The Cost Reports(s) shall detail all costs incurred by Contractor to provide services hereunder. F. Final Settlement shall be based upon the actual costs incurred by Contractor to provide services hereunder. If the Cost Report(s) indicates the total of Project Sponsor's payments to Contractor are less than Contractor's cost to provide the services hereunder, Project Sponsor shall pay Contractor the difference; provided, however, the total payment shall not exceed the Maximum Obligation. If the Cost Report(s) indicates the total of Project Sponsor's payments to Contractor are higher than Contractor's cost of providing the services hereunder, Contractor shall pay Project Sponsor 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, 2014 shall be returned to Project Sponsor. 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 8OA-27 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 A.S. Foundation Orange County 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 A. S. Foundation Orange County and the Santa Ana Housing 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, 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. Contractor shall: (a) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the Project Sponsor 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 Project Sponsor; (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. 4 8OA-28 VIII. INSPECTIONS AND AUDITS A. Any authorized representative of Project Sponsor, 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. Project Sponsor 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. 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. 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: 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 -Contractor 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 5 8OA-29 Guidelines of the Federal Equal Opportunity Commission and all appropriate state laws and regulations. B. Services, Benefits, and Facilities -Contractor, nor any of their subcontractors, 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 (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 -Contractor, nor its employees, agents, or contractors shall intimidate, coerce or take adverse action against any person for the purpose of interfering with rights secured by federal or state laws, or because such person has filed a complaint, certified, assisted or otherwise participated in an investigation, proceeding, hearing or any other activity undertaken to enforce rights secured by federal or state law. 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 Project Sponsor may be given by its Contract Officer. Notices to Project Sponsor and Contractor shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: Contractor: A.S. Foundation Orange County Phil Yaeger 17982 Sky Park Circle, Suite J Irvine, CA 92614 Proiect Sponsor: Santa Ana Housing Authority Attn: Housing Manager 20 Civic Center Plaza (M-27) Santa Ana, CA 92701 6 80A-30 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 Aids Services Foundation Orange County is, and at all times shall be deemed to be, an independent contractor and shall be wholly responsible for the manner in which it performs the services required by the terms of this Agreement. A.S. Foundation Orange County is, and at all times shall be deemed to be, entirely responsible for compensating staff and consultants employed by A.S. Foundation Orange County. This Agreement shall not be construed as creating the relationship of employer and employee, or principal and agent, between A.S. Foundation Orange County and Project Sponsor employees, agents, or subcontractors. A.S. Foundation Orange County assumes exclusively the responsibility for the acts of its employees, agents or subcontractors as they relate to the services to be provided during the course and scope of their employment. A.S. Foundation Orange County, its agents, employees, or subcontractors, shall not be entitled to any rights or privileges of Project Sponsor employees and shall not be considered in any manner to be Project Sponsor employees. XIV. NON-ASSIGNABILITY AND DELEGATION Contractor shall not assign any rights under this Agreement except upon written authorization from Project Sponsor. XV. TERM The term of this Agreement shall commence July 1, 2013 and terminate June 30, 2014, unless terminated earlier as provided in this Agreement; provided, however, A.S. 7 8OA-31 Foundation Orange County shall be obligated to perform such duties as would normally extend beyond this term, including but not limited to, obligations with respect to indemnification, audits, reporting and accounting. 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 Contractor, or the Project Sponsor 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. XVIIL WAIVER OF DEFAULT OR BREACH Waiver of any default by Contractor or Project Sponsor shall not be considered a waiver of any subsequent default. Waiver of any breach by Contractor or Project Sponsor of any provision of this Agreement shall not be considered a waiver of any subsequent breach. Waiver of any default of any breach by Contractor or Project Sponsor shall not be considered a modification of the terms of this Agreement. 8 8OA-32 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date stated above. ATTEST: APPROVED AS TO CONTENT: Santa Ana Housing Authority "Project Sponsor" Maria D. Huizar Secretary APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa E. Storck Assistant City Attorney 9 Sandi Gottlieb Interim Executive Director A.S. FOUNDATION ORANGE COUNTY - "Contractor" Phil Yaeger A.S. Foundation Orange County 8OA-33 8OA-34