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HomeMy WebLinkAbout80A - JOINT - HOPWA MOU1, •`, HOUSING AUTHORITY ACTION A [ZW1IZLa7�l i JUNE 17, 2014 FUNDING ALLOCATIONS FOR THE HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS PROGRAM FISCAL YEAR 2014 - 2015 CITY MAMA EXECUTIVE DIRE R CITY COUNCIL ACTION r Wvfflffolwol ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO 1. Authorize the City Manager and the Clerk of the Council to execute a Memorandum of Understanding between the City of Anaheim and the City of Santa Ana in an amount of not to exceed $1,531,466 for a one -year term to administer the Housing Opportunities for Persons with AIDS Program, subject to non- substantive changes approved by the City Manager and City Attorney. 2. 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 $890,372 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 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. 80A -1 HOPWA FY 2014 -2015 June 17, 2014 Page 2 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. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its regular meeting on June 4, 2014, by a vote of 6:0, the Community Redevelopment and Housing Commission recommended the actions stated above. 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. These funds were previously allocated to the City of Santa Ana as the most populous city in the county to use throughout the County of Orange. This fiscal year the City of Anaheim has been awarded the HOPWA funds as they are now the most populous city in Orange County. Due to the late notification and to ensure continuity of services for the upcoming year, the City of Santa Ana will contract with the City of Anaheim as an administrative agent to operate the HOPWA funds. Anaheim will provide $41,094 to Santa Ana for program administration. Eligible activities for the HOPWA program include: 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 was 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 were prioritized, staff worked closely with the Housing Committee of the Orange County HIV Planning Council, the HIV Planning Council, and agencies throughout the County of Orange to provide services to the HIV /AIDS community. On January 6, 2014, a strategic planning meeting was held to determine priorities for the Fiscal Year 2014 -2015 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, 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) $890,372 to the Orange County Health 80A -2 HOPWA FY 2014 -2015 June 17, 2014 Page 3 Care Agency for supportive housing services to individuals throughout Orange County; 3) $41,094 for administrative costs. FISCAL IMPACT Funds are available in the HOPWA Program accounts (no. 40518760- various and 40518761 - various). Shelly La ry-Bayle Housing anager Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibit: 1. Memorandum of Understanding (City— Anaheim) 2. Agreement (City — OCHCA) 3. Agreement (City — Housing Authority) 4. Agreement (Housing Authority — ASFOC) • I . EXHIBIT 7 Memorandum of Understanding Between The City of Anaheim, CA and The City of Santa Ana, CA On Administering The Housing Opportunities for Persons with AIDS Program ( HOPWA) This Memorandum of Understanding (MOU) establishes a Grantee ,4dr iinistrative Sub - recipient Agent relationship between the City of Anaheim, CA and the City of,Sa,,(y w' na, CA. I. BACKGROUND AND PURPOSE The City of Anaheim is the formula grantee for Oran Area (EMSA) under the U.S. Department of Ho slag Opportunities for Persons with AIDS program (HOPS 6 Opportunity Act, 42 USC 12901 et sea,, and the H01 which are incorporated into this Ageee ent. Under responsible for ensuring that grants are aamWsterE and other applicable laws This responsd rl ty can'nxo; may, however, provide HOPWA funds to pE ect sp sponsor" means any nqn profit o7ganizai ,0 gov( funds from the grantee to carry k6taeligible actiNii e Grantees may also utih2e''admmisir11 implem ,,ntation, administration and h 't e,- spon5ors�,and other n program sub. ec In accordance with this MOU fhe City of Administraf v6 Sub- recipient Agentf or ti eligible activities me uding activities ela of Anaheim. r Together, the parties enter into tli is. iv10I. used effectively and efficiently in. ccord� laws. II. APPLICABLE HOPWA FUNDS of ge County CA Eligib)e,Metropolitan Statistical and Urban Development',(UD) Housing v VA) authorized under the AIDS Housing 11 , ;, WA prograrh regulations, 241C Part 574, v1 •i� 'Y .�..v C` secctip, 54.500, HOPWA Grantees are d in accordance with the HOPWA regulations M deleg e to project sponsors. Grantees nso stg carry odfeligible activities. A "project rr tWent�ls6ousing agency that receives HOPWA ;i > identified inthe approved grant application. nt organizations to assist ONLY in the �,HOPWA grant with the direct services project Ana's Community Development Department will be the ,of Anaheim for the purpose of carrying out HOPWA administering HOPWA funds awarded by HUD to the City to ensure that HOPWA funds subject to this Agreement are ice with HOPWA program regulations and other applicable This MOU applies to the following uncommitted HOPWA funds awarded by HUD to the City of Anaheim: Grant Number Program Year Uncommitted Amount CAH14FO10 FY 2014 -15 $1,536,466 1 IM III. ROLES AND RESPONSIBILITIES Each party will appoint a person to serve as the official contact and coordinate the activities of the parties in carrying out this MOU. The initial appointees are: (List contact persons with titles, addresses, and telephone numbers below) Name: Albert Ramirez Title: Staff Analyst City of Anaheim Mailing Address: 201 W. Anaheim Blvd, Suite 1003 Telephone #: (714) 765 -4300 Ext: 4826 Email: ARamirez @anaheim.net Name: Terri Eggers Title: Senior ManagementAnalyst , f City of Santa Ana < Mailing Address: 20 Civic Center Plaza, 6` Floor A" Telephone #: 714 647 -5378 4 Email: TEggers @Santa Ana:brg NW The Parties agree to the following tasks for this MOU A. Designate the City of Santa Ana s Community Development Department as the Administrative Sub - recipient Agent fotthe t ity of Anaheim s „HOPWA program to undertake activities on behalf of,the HOPV/A �hgible households 'throilghout'the,Orange County CA HOPWA EMSA. ovi \ rl B ,Provide oversight and momtibnng of the City o €,,Santa Ana's administration of HOPWA funds lsubject to this MOU to ensure that,the funds'are used in accordance with the HOPWA g'alions and other °ap Ijcable Iaw3.. j C. Provide such data and doculrent s i rt`$ possession as the City of Santa Ana may need in preparing documents for sutinission to HUD, including the year -end Consolidated Annual Performance and EvaluationReport (CAPER) and /or in otherwise administering HOPWA funds subject to this D. Carry out essential grantee functions involving actions to sign and transmit to HUD application amendments, reports, and other documents relevant to the HOPWA program that are required by HUD, involving actions not otherwise delegated to the project sponsor. E. Provide the City of Santa Ana a maximum of $41,093.00 of the grant allocation for its expenses in administering its duties and obligations under this MOU. The City of Anaheim will retain a maximum of $5,000.00 of the allocation for its administration expenses. The total administrative costs for the HOPWA program will be $46,093.00, which is below regulatory requirements. F. Set up HOPWA activities in HUD's Integrated Disbursement and Information System (IDIS), with funds disbursed directly to the City of Anaheim. 2 • 11 G. Prepare application amendments, reports (including the CAPER), and other documents that HUD requires the City of Anaheim to submit, including taking preliminary actions in undertaking citizen participation and consultation activities, developing HOPWA elements in housing and homeless needs assessments, related housing market analysis, annual action plans, performance reports and other actions to develop, implement, and evaluate activities under the Consolidated Plan and HOPWA program requirements. The City of Santa Ana will: A. Serve as the Administrative Sub - recipient Agent for the City &Anaheim's HOPWA program and collaborate to deliver program support for eligible hou;eQds throughout the Orange County, CA HOPWA EMSA. B. Act on behalf of the City of Anaheim's Community`Devel pmentDepartment in meeting the requirements described in the HOPWA Performance Grant Agreetpents signed by HUD and the City of Anaheim for the fiscal years and grant na'mber identified irrSett(on II of this MOU. C. Conduct a project selection process that is fairand chosen for HOPWA funding will meet urgent'hged public and private resources �„� D. Select projects for funding and award funds under Project Sponsors. E. Account separately for the HOP WAfds d admtr�, open and is designed to�ensure that activities that are „ ,qot being mew ,other available agreements with the contracted rs un'd6ethis MOU from HOPWA funds that were previously awarded to Santa ,A a as the largest city in the Orange County CA EMSA. t °. r a N F. Responsible ta'proyic(e Anaheim with info motion and data necessary for Anaheim to prepare kb V the HOPWA CAPER ., G. Monitor all activities carried put by the contracted project sponsors with funds made available underth is' MOU to ensurethatfunds are bemg,used effectively and efficiently to meet program f �objectives, a they aTe being spent m ac rdance with the HOPWA regulations and other f applicabI laws t H. TakeInecessary steps in otimely manner to resolve and close findings arising from performance or compliance reviews conducted by HUD, the City of Anaheim, or auditors that are related to the use of find`s made available under this MOU. IV. EFFECTIVE DATE, AMENDMENT, MODIFICATION, AND TERMINATION This MOU is effective for Fiscal Year 2014 -15, commencing July 1, 2014, and may be amended or modified only by written, mutual agreement of the parties. Either party may terminate this MOU by providing written notice to the other party. The termination shall be effective thirty (30) calendar days following notice, unless a later date is set forth. The parties shall cease the performance and rendition of services under this MOU as of the close of business on June 30, 2015 and shall thereafter comply with the performance reporting required by HUD and /or the City of Anaheim and all other provisions of the HOPWA grant relating to winding up the parties' respective obligations and duties under this MOU. 7 1 � FO., WHEREFORE, the parties hereto have executed the Memorandum of Understanding in the County of Orange on the dates hereinafter respectively set forth. CITY OF ANAHEIM, a municipal corporation AF A John E. Woodhead, IV Director, Community Development Department Dated: CITY OF SANTA ANA, a municipal corporation David Cavazos, City Manager 80A -7 EXHIBIT 2 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, 2014 through June 30, 2015, 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, as Administrative Sub - recipient Agent for the City of Anaheim who, 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 Memorandum of Understanding (MOU) with the City of Anaheim to administer the HOPWA Program. 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: I. 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. .1 C. County shall utilize competitive bidding and contracting procedures for supportive housing services as required in HOPWA program regulations. As HOPWA Project Sponsor, County's responsibilities and payments cover appropriate monitoring and administration of contracts resulting from competitive bid. D. County shall ensure that each agency 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. I. 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 $890,372. Supportive Housing Services $ 828,046 Administration* (see B. below) 62,326 $ 890,372 B. The Administration costs shall be seven percent (7 %) of the actual expended grant funds. .' C. All services and expenditures will be performed by June 30, 2015 and invoiced by August 15, 2015. 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, 2015. 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 alter the written FORAM notice described above to the Orange County Health Care Agency (HCA) Director and to the Executive Director of the Community Development Agency (CDA) or designee for resolution. If the Officers are unable to prepare a joint statement, each shall submit separate statements to the HCA Director and Executive Director of City's Community Development Agency within the thirty (30) day period. Such persons shall meet and make their best effort to resolve the matter within thirty (30) days following submission of the statements. Resolution of the dispute, or 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: 4 80A -11 1. United States Code (U.S.C.A.), Title 42, Section 12901 - 12912, AIDS Housing Opportunity Act. 2. Code of Federal Regulations (CFR), Title 24, Part 574, Housing Opportunities for Persons with AIDS. 3. CFR Title 24, Part 85, Common Rule to the Community Development Block Grant Entitlement Program. 4. Office of Management and Budget (OMB) Circular No. A -87, Cost Principles for State and Local Governments. 5. OMB Circular No. A -128, Single Audit Act of 1984. VIII. 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 80A -12 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 facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, California 92702 -1988 Facsimile (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 5th Street, 6`h 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 facsimile, 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. FOODYMW c. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. XI. 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. K4Il 11 DMA 3 MEN 3 10 1614 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. 0 11 M 1011DIa Nei 11Biel 910010 1M- 114111107: 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. • A .� 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. 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 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: '� C Lisa E. Storck Assistant City Attorney COUNTY OF ORANGE mm CITY OF SANTA ANA: David Cavazos City Manager 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 RYA DEPUTY FORAM EXHIBIT 3 COOPERATIVE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA This Cooperative Agreement entered into this 1st day of July, 2014, which date is enumerated for purpose of reference only, is by and between the City of Santa Ana ( "City ") and the Housing Authority of the City of Santa Ana ( "Project Sponsor "). This Agreement shall be administered by the City of Santa Ana. RECITALS: A. City, as Administrative Sub - recipient Agent for the City of Anaheim, who 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 an Memorandum of Understanding (MOU) with the City of Anaheim to administer the HOPWA Program. 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: 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 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. 80A -17 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-401 10-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, 2014 through June 30, 2015. 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 FOODINFOO 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. R 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. . ' A .� G. Any funds not expended by fiscal year end, June 30, 2015 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 1M 1 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. 80A -21 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: 80A -22 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 FOODYMW 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, 2014 and terminate June 30, 2015, 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. XVIL 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. • ' 1 I .� 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 FORM: Sonia R. Carvalho, City Attorney $y: Lisa E. Storck Assistant City Attorney APPROVED AS TO CONTENT: David Cavazos City Manager HOUSING AUTHORITY David Cavazos Acting Executive Director EXHIBIT 4 COOPERATIVE AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA AND AIDS SERVICES FOUNDATION ORANGE COUNTY This Cooperative Agreement entered into this 1st day of July, 2014, which date is enumerated for purpose of reference only, is by and between the Housing Authority of the City of Santa Ana ( "Housing Authority "), and the AIDS Services Foundation Orange County ( "Contractor "). This Agreement shall be administered by the Housing Authority of the City of Santa Ana. RECITALS: A. The City of Santa Ana ( "City ") as Administrative Sub - recipient Agent for the City of Anaheim who 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 Memorandum of Understanding (MOU) with the City of Anaheim to administer the HOPWA Program. C. City has entered into an agreement with the Housing Authority of the City of Santa Ana ( "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: L 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 I Contractor with respect to the subject matter of this Agreement, and shall constitute the total Agreement between the parties for these purposes. No addition to, or alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless made in writing and formally approved and executed by all parties. II. SERVICES A. Housing Authority of the City of Santa Ana 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, 2014 through June 30, 2015. This budget may be modified by mutual written agreement of the Contract Officers. Administration $12,000.00 80A -27 TOTAL (Maximum Obligation) $12,000.00 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, 2015 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 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 Aids Services 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 Aids ervices. 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 Cl . ' A .� 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 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: 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 1M 1 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 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: 80A -31 Contractor: Project Sponsor: A.S. Foundation Orange County Housing Authority - Santa Ana Phil Yaeger Attn: Housing Manager 17982 Sky Park Circle, Suite J 20 Civic Center Plaza (M -27) Irvine, CA 92614 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 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. AidsServices Foundation Orange County is, and at all times shall be deemed to be, entirely responsible for compensating staff and consultants employed by Aids Services Foundation Orange County. This Agreement shall not be construed as creating the relationship of employer and employee, or principal and agent, between Aids Services Foundation Orange County and Project Sponsor employees, agents, or subcontractors. Aids Services 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. Aids Services 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 80A -32 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, 2014 and terminate June 30, 2015, unless terminated earlier as provided in this Agreement; provided, however, Aids Services 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. XVIII. 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. FOODYMN IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date stated above. ATTEST: Maria D. Huizar Secretary APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa E. Storck Assistant City Attorney FOOTITARE APPROVED AS TO CONTENT: Housing Authority of the City of Santa Ana "Project Sponsor" David Cavazos City Manager AIDS SERVICES FOUNDATIONORANGE COUNTY — "Contractor" Phil Yaeger A.S. Foundation Orange County