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HomeMy WebLinkAboutILLUMINATION FOUNDATION (12)�� A-2020_ - iNSURANCE NOT ON FILE 131-05 WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: HOMELESS HOUSING, ASSISTANCE AND PREVENTION SUBCONTRACTOR AGREEMENT BETWEEN THE CITY OF SANTA ANA AND . C 0 A (2)%2 Irv", Eggs) ok ILLUMINATION FOUNDATION THISGRANTAGREEMENT ("HHAP Agreement"), is hereby made and entered into this November 2, 2020, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("Contractor"), and Illumination Foundation, a California nonprofit organization ("Subcontractor"). RECITALS: A. Pursuant to Chapter 6 (commencing with Section 50216) of Part 1 of Division 31 of the Health and Safety Code (Added by Stats.2019, c. 159 (A.B. 101), Section 10, eff. July 31. 2019), the State of California has established the Homeless Housing, Assistance and Prevention Program ("HHAP"). HHAP is administered by the California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency. HHAP provides one-time flexible block grant funds to continuums of care, large cities (population of 300,000+) and counties as defined in the December 6, 2019 HHAP Notice of Funding Availability to support regional coordination and expand or develop local capacity to address immediate homelessness challenges informed by a best -practices framework focused on moving homeless individuals and families into permanent housing and supporting the efforts of those individuals and families to maintain their pennanent housing. B. Contractor is the recipient of HHAP funds from the State of California. In 2020, Contractor entered into Agreement Number 20-HHAP-00019 with the State of California receiving and recognizing $8,422,162.84 in HHAP grant funds to be used by Contractor to address immediate homeless challenges ("State HHAP Agreement"). A true and correct copy of the State HHAP Agreement is attached hereto as Exhibit A and incorporated herein by this reference. C. Subcontractor has been made aware of the State HHAP Agreement and agrees to comply with all the conditions of the State HHAP Agreement and the applicable State requirements governing the use of HHAP grant funds. D. Contractor previously entered into an Agreement with Subcontractor to Operate a Year -Round Homeless Navigation Center and Recuperative Care Facility, Agreement No. A-2020-130, dated July 14, 2020, by which the Contractor committed a set amount of funds to Subcontractor for the operation of the Homeless Navigation Center and Recuperative Care Facility ("Program"). E. Contractor now approves the provision of HHAP grant funds to Subcontractor in an amount not to exceed $6,658,839.00, to be used in the operation of the Program. This $6,658,839.00 in HHAP grant funds shall count toward the 1 amount of funds due from the Contractor to Subcontractor under Agreement No. A-2020-130. F. Subcontractor represent that it has the requisite qualifications, expertise, and experience in the provision of the Program and is willing to use said HHAP grant funds to operate said Program. G. This HHAP Agreement is contingent upon the award of HHAP grant funds from the State of California, California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency. H. Contractor and Subcontractor have duly executed this HHAP Agreement for the expenditure and utilization of said HHAP funds. NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this HHAP Agreement, and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire HHAP Agreement between the Contractor and Subcontractor: 1. SCOPE OF SERVICES Subcontractor shall perform during the term of this HHAP Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services necessary for the Program, the operation of a Homeless Navigation Center and Recuperative Care Facility. ia� Y s17uTl This HHAP Agreement shall take effect on the date first written above and shall terminate on June 30, 2025, unless otherwise cancelled or modified according to the terms of this HHAP Agreement. This HHAP Agreement shall also cover any and all services provided by the Subcontractor to the Contractor since the date the HHAP Funds were awarded to the CITY. 3. DISBURSEMENT AND FUNDS A. Contractor was allocated $8,422,162.84 in HHAP grant funds from the State of California to be expended by June 30, 2025. Contractor agrees to pay to Subcontractor when, if and to the extent State HHAP grant funds are received a sum not to exceed $6,658,839.00 for Subcontractor's performance of the Program through the term of this HHAP Agreement, which shall count toward the amount of funds due from the Contractor to Subcontractor under Agreement No. A-2020-130. Said sum shall be paid after Contractor receives invoices submitted by Subcontractor as provided herein. B. Subcontractor shall submit quarterly invoices (on or before the 151s day of October, January, April, and July) in a form prescribed by the Contractor, detailing such expenses. Such schedule maybe modified with the approval of the Contractor. 2 C. Payment is subject to the receipt and approval of such invoices and quarterly activity reports. Contractor shall pay such invoices within thirty (30) days after receipt thereof, provided Contractor is satisfied that such expenses have been incurred within the scope of this HHAP Agreement and that the Subcontractor is in compliance with the terms and conditions of this HHAP Agreement. The thirty (30) day period will discontinue if the reimbursement request is determined to be incomplete and will restart the thirty -day timeline once the remaining required elements have been submitted. Failure to provide any of the required documentation will cause the Contractor to withhold all or a portion of a request for reimbursement until such documentation has been received and approved by the Contractor. D. Subcontractor agrees to use said funds pursuant to this HHAP Agreement to pay for necessary and reasonable costs allowable under state law and regulations to operate said HHAP Program only. Said amounts shall include and will be limited to the operation of a Homeless Navigation Center and Recuperative Care Facility only. Subcontractor's failure to perform as required may, in addition to other remedies set forth in this HHAP Agreement, result in readjustment of the amount of funds the Contractor is otherwise obligated to pay to the Subcontractor pursuant to the terms hereof, or termination of this HHAP Agreement. 4. STATE HHAP AGREEMENT A. Contractor entered into State HHAP Agreement Number 20-HHAP-00019 with the State of California receiving and recognizing $8,422,162.84 in HHAP grant funds to be used by Contractor to address immediate homeless challenges. A true and correct copy of the State HHAP Agreement is attached hereto as Exhibit A and incorporated herein by this reference. Subcontractor has been made aware of the State HHAP Agreement and agrees to comply with all the conditions of the State HHAP Agreement and the applicable State requirements governing the use of HHAP grant funds. B. Pursuant to the State HHAP Agreement, Subcontractor is required to: i. Perform the work in accordance with Federal, State and Local housing and building codes, as applicable. ii. Maintain at least the minimum State -required worker's compensation for those employees who will perform the work or any part of it. iii. Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the Subcontractor in performing the work or any part of it. iv. Agree to include all the terms of the State HHAP Agreement in each subcontract. 5. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this HHAP Agreement, be construed to be an independent contractor and not an employee of the Contractor. This HHAP Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the Contractor to exercise discretion or control over the professional manner in which Subcontractor performs the services which are the subject matter of this HHAP Agreement; however, the services to be provided by Subcontractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Subcontractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This HHAP Agreement creates a non-exclusive and perpetual license for Contractor to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Subcontractor under this HHAP Agreement ("Documents & Data"). Subcontractor shall require all subcontractors to agree in writing that Contractor is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this HHAP Agreement. Subcontractor represents and warrants that Subcontractor has the legal right to license any and all Documents & Data. Subcontractor makes no such representation and warranty in regard to Documents & Data which were provided to Subcontractor by the Contractor. Contractor shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this HHAP Agreement shall be at Contractor's sole risk. 7. INSURANCE Prior to undertaking performance of work under this HHAP Agreement, Subcontractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Subcontractor shall maintain commercial general liability insurance naming the Contractor, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Subcontractor's operations in the performance of this HHAP Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the Contractor, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not 4 contributory with respect to insurance or self-insurance programs maintained by the Contractor; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Subcontractor, if Subcontractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this HHAP Agreement, Subcontractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Subcontractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Subcontractor pursuant to this section: Subcontractor shall maintain all insurance required above in full force and effect for the entire period covered by this HHAP Agreement. ii. Certificates of insurance shall be furnished to the Contractor upon execution of this HHAP Agreement and shall be approved by the Contractor. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the Contractor. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this HHAP Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the HHAP Agreement. V. Subcontractor shall supply Contractor with a fully executed additional insured endorsement. f. If Subcontractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Contractor with required proof that insurance has been procured and is in force and paid for, the Contractor shall have the right, at the Contractor's election, to forthwith terminate this HHAP Agreement. Such termination shall not affect Subcontractor's right to be paid for its time and materials expended prior to notification of termination. Subcontractor waives the right to receive compensation and agrees to indemnify the Contractor for any work performed prior to approval of insurance by the Contractor. 8. INDEMNIFICATION Subcontractor agrees to defend, and shall indemnify and hold harmless the Contractor, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Subcontractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this HHAP Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this HHAP Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this HHAP Agreement. The Subcontractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the Contractor, including fees and costs for special counsel to be selected by the Contractor, regarding any action by a third party challenging the validity of this HHAP Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this HHAP Agreement. Contractor may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Subcontractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Subcontractor. 9. RECORDS Subcontractor shall keep records and invoices in connection with the work to be performed under this HHAP Agreement. Subcontractor shall maintain complete and accurate records with respect to the costs incurred under this HHAP Agreement and any services, expenditures, and disbursements charged to the Contractor for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Subcontractor under this HHAP Agreement. All such records and invoices shall be clearly identifiable. Subcontractor shall allow a representative of the Contractor to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this HHAP Agreement during regular business hours. Subcontractor shall allow inspection of all work, data, documents, proceedings, and activities related to this HHAP Agreement for a period of three (3) years from the date of final payment to Subcontractor under this HHAP Agreement. 10. CONFIDENTIALITY If Subcontractor receives from the Contractor information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Subcontractor agrees that it shall not use or disclose such information except in the performance of this HHAP Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "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 HHAP Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Subcontractor disclosed in a publicly available source; (c) is in rightful possession of the Subcontractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Subcontractor without reference to information disclosed by the Contractor. 11. CONFLICT OF INTEREST CLAUSE Subcontractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this HHAP Agreement. 12. NON-DISCRIMINATION During the performance of this HHAP Agreement, Subcontractor and its subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Subcontractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Subcontractor and its subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code section 12900, et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, section 11000, et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code sections 11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Subcontractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, account, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Subcontractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, section 11105.) 13. EXCLUSIVITY AND AMENDMENT This HHAP Agreement and the State HHAP Agreement represent the complete and exclusive statements between the Contractor and Subcontractor, and supersede any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this HHAP Agreement and the State HHAP Agreement, the terms of the State HHAP Agreement shall prevail. This HHAP Agreement may not be modified except by written instrument signed by the Contractor and by an authorized representative of Subcontractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Subcontractor or the Contractor. Each party to this HHAP Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this HHAP Agreement is intended to secure the specialized services of Subcontractor, Subcontractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Contractor and any such assignment, transfer, delegation or subcontract without the Contractor's prior written consent shall be considered null and void. Nothing in this HHAP Agreement shall be construed to limit the Contractor's ability to have any of the services which are the subject to this HHAP Agreement performed by Contractor personnel or by other Subcontractors retained by Contractor. 15. TERMINATION This HHAP Agreement may be terminated by the Contractor upon thirty (30) days written notice of termination. In such event, Subcontractor shall be entitled to receive and the Contractor shall pay Subcontractor compensation for all services performed by Subcontractor prior to receipt of such notice of termination, subject to the following conditions; a. As a condition of such payment, the Executive Director may require Subcontractor to deliver to the Contractor all work product(s) completed as of such date, and in such case such work product shall be the property of the Contractor unless prohibited by law, and Subcontractor consents to the Contractor's use thereof for such purposes as the Contractor deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this HHAP Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this HHAP Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Ei 17. JURISDICTION - VENUE This HHAP 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 HHAP 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 HHAP Agreement. 18. PROFESSIONAL LICENSES Subcontractor shall, throughout the term of this HHAP Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies, Subcontractor shall notify the Contractor immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this HHAP Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this HHAP 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: CONTRACTOR: Terri Eggers Homeless Service Manager City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702-1988 (714) 647-5378 (714) 647-6549 FAX teggers@santa-ana.org SUBRECIPIENT: Paul Leon CEO The Illumination Foundation 1091 N. Batavia Street Orange, CA 92867 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, 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 fax, 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this HHAP Agreement, and shall indemnify Contractor fully, including reasonable costs and attorney's fees, for any injuries or damages to Contractor 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 HHAP Agreement. [Signatures on followingpage) 10 IN WITNESS WHEREOF, the parties hereto have executed this HHAP Agreement on the date and year first written above. ATTEST DAISY GONIEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: RY_AN HODGE Assistant City Attorney RECOMMENDED FOR APPROVAL STEVEN A. MENDOZA Executive Director Community Development Agency 11 CITY OF SANTA ANA KKISTINE RIDGE City Manager THE ILLUMINATION FOUNDATION e: JOHN H. ING Title: Chief Financial Officer EXHIBIT A STATE HHAP AGREEMENT NUMBED 20-HHAP-00019 12 STATE OF CALIFORNIA- DEPARTMENTOF GENERAL SERVICES STANDARD AGREEMENT AGREEMENT NUMBER ST0213MW.e3/2019l I 20-HHAP-00019 CONTRACTING AGENCY NAME Business, Consumer Services, and Housing Agency CONTRACTOR NAME.... City of Santa Ana 2. The lean of this Agreeroant Is: START OATE Upon BOSH Approval THROUGHENODATE .._._..— —��--- 06/30/2025 3. Us maximum amount of this Agreement is: $8,422,162.84 4.The parties agree to complywith the terms aQ con d i. ons 6fthefollowing exhibits, whlch are by this reference made a part ofthe Agmement. Exhibits Title Pages Exhibit A Scope of Work 1.6 Exhibit B Budget Detail and payment Provisions Ti 1 ExhibitC Homeless coordinating andFinancingCouncil Terms and Conditions 12-21 * Exhibit D Special Terms and Conditions 22 + Exhibit E" General Terms and Conditions 23 ._. •-•., i. �.....,..,� ^••.np.n„..0 �y ,_, _, �,,,,� u„� nmucyun m n ua ug,mrncm us N afrOC,leO frerer0. CONTRACTOR CONTRACTOR NAMFIRotherthan an Individual, statewhethers carporatlon, partnenhip,etal _ City of Santa Ana 20 Civic Center Plaza M-25 IsantaAriat Steven A. Mendoza JCDA Executive Director 4t12 Paqe 1 of 2 STATE OF CALIFORNIA -DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT AGREEMENTNUMBER SID 213 (Bev.0312019) 20-HHAP-00019 CONtRACRPKi AGENCY NAME Business, Consumer Services, and Housing Agency CONTRACRNG AGENCY ADDRESS CRY STATE ZIP 915 Capitol Mall, Suite 350A Sacramento CA 95814 PRINTED NAME OF PERSON SIGNING 1 TrLE Lourdes Castro Ramirez Secretary CONTRACnNGAGENCYAUTHORI GNATURE DATFSIGNFJ2 // 00 lv CALIFORNIA DEPARTMENT V1LSERYICESAPPROYAL EXEMPTION(IfAPPTI®6te) Paqe 2 of 2 City of Santa Ana 20-HHAP-00o1 g Pagel of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT A SCOPE OF WORK The State of California has established the Homeless Housing, Assistance, and Prevention Program ("HHAP" or "Program" or "grant") pursuant to Chapter 6 (commencing with Section 50216) of Part 1 of Division 31 of the Health and Safety Code. (Added by Stats.2019, c. 169 (A.D. 101), g 10, ell. July 31, 2019.) The Program is administered by the California Homeless Coordinating and Financing Council ("Council") in the ;Business, Consumer Services and Housing Agency ("Agency"). HHAP provides one-time flexible block grant funds to continuums of care, large cities (population of 300,000+) and counties as defined in the December 6, 201 g HHAP Notice of Funding Availability ("NOFA") to support regional coordination and expand or develop local capacity to address Immediate homelessness challenges informed by a best -practices framework focused on moving homeless Individuals and families Into permanent housing and supporting the efforts of those Individuals and families to maintain their permanent housing. This Standard Agreement along with all its exhibits ("Agreement's Is entered into by the Agency and a continuum of care, a city, or a county ("Grantee") under the authority of, and in furtherance of the purpose of, the Program. In signing this Agreement and thereby accepting this award of funds, the Grantee agrees to comply with the terms and conditions of the Agreement, the NOFA under which the Grantee applied, the representations contained in the Grantee's application, and the requirements of the authority cited above. 2, Purpose The general purpose of the Program is to provide one-time block grant funding to support regional coordination, and to expand or develop local capacity to address Immediate homelessness challenges. Activities will be informed by a best -practices framework focused on moving homeless individuals and families into permanent housing and supporting the efforts of those Individuals and families to maintain their permanent housing. In accordance with the authority cited above, an application was created and submitted by the Grantee for HHAP funds to be allocated for eligible uses as stated In Health and Safety Code section 60219, subdivision (c)(1)-- (8). Homeless Housing, Assistance and Prevention Program NOFA Date; December 6, 2019 to Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT A SCOPE OF WORK 3. Oefinitions City of Santa Ana 20-HHAP-00019 Page 2 of 23 The following HHAP program terms are defined in accordance with Health and Safety Code section 50216, subdivisions (a) — (q): (a) "Agency" means the Business, Consumer Services and Housing Agency. (b) "Applicant" means a continuum of care, city, or county. (c) "City" means a city or city and county that Is legally incorporated to provide local government services to its population. A city can be organized either under the general laws of this state or under a charter adopted by the local voters. (d) "Continuum of care" means the same as defined by the United States Department of Housing and Urban Development at Section 678.3 of Title 24 of the Code of Federal Regulations. (e) "Coordinated Entry System" means a centralized or coordinated process developed pursuant to Section 578.7 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019, designed to coordinate homelessness program participant intake, assessment, and provision of referrals. In order to satisfy this subdivision, a centralized or coordinated assessment system shall cover the geographic area, be easily accessed by individuals and families seeking housing or services, be well advertised, and include a comprehensive and standardized assessment tool. (f) "Council" means the Homeless Coordinating and Financing Council created pursuant to Section 8257 of the Welfare and Institutions Code. (g) "Emergency shelter" has the same meaning as defined in subdivision (e) of Section 60801. (h) "Homeless" has the same meaning as defined in Section 578.3 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019. (1) "Homeless Management Information System" means the information system designated by a continuum of care to comply with federal reporting requirements as defined In Section 578.3 of Title 24 of the Code of Federal Regulations. The term "Homeless Management Information System" also includes the use of a comparable Homeless Housing, Assistance and Prevenlian Program NOFA Date: December 0, 2019 _ City of Santa Ana 20-HHAP-00019 Page 3 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT A SCOPE OF WORK database by a victim services provider or legal services provider that is permitted by the federal government under Part 576 of Title 24 of the Code of Federal Regulations. 0) "Homeless paint -in -time count" means the 2019 homeless point -in -time count pursuant to Section 578.3 of Title 24 of the Code of Federal Regulations. A jurisdiction may elect to instead use their 2017 point -in -time count if they can demonstrate that a significant methodology change occurred between the 2017 and 2019 point -in -time counts that was based on an attempt to more closely align the count with HUD best practices and undertaken in consukation with HUD representatives. A Jurisdiction shall submit documentation of this to the agency by the date by which HUD's certification of the 2019 homeless point -in -time count Is finalized. The agency shall review and approve or deny a request described in the previous sentence along with a jurisdiction's application for homeless funding. (k) "Homeless youth" means an unaccompanied youth between 12 and 24 years of age, Inclusive, who is experiencing homelessness, as defined In subsection (2) of Section 725 of the federal McKinney-Vento Homeless Assistance Act (42 U.S.C. Sec. 11434a(2)). "Homeless youth" Includes unaccompanied youth who are pregnant or parenting. (1) "Mousing First" has the same meaning as in Section 8255 of the Welfare and Institutions Code, including all of the core components listed therein. (m) "Jurisdiction" means a city, city that is also a county, county, or continuum of care, as defined in this section. (m) "Jurisdiction" means a city, city that is also a county, county, or continuum of care, as defined in this section. (n) "Navigation center" means a Housing First, low -barrier, service -enriched shelter focused on moving homeless individuals and families Into permanent housing that provides temporary living facilities while case managers connect Individuals experiencing homelessness to income, public benefits, health services, shelter, and housing. (o) "Program" means the Homeless Housing, Assistance, and Prevention program established pursuant to this chapter. Homeless Housing, Assistance and Prevention Program NOFA Date; December 6, 2019 City of Santa Ana 20-HHAP-00019 Page 4 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT A SCOPE OF WORK (p) "Program allocation" means the portion of program funds available to expand or develop local capacity to address immediate homelessness challenges, in the amount of six hundred fifty million dollars ($650,000,000). (q) "Recipient" means a jurisdiction that receives funds from the agency for the purposes of the program. Additional definitions for the purposes of the HHAP program: "Obligate" means that the Grantee has placed orders, awarded contracts, received services, or entered into similar transactions that require payment using HHAP funding. Grantees, and the subrecipients who receive awards from those Grantees, must obligate the funds by the statutory deadlines set forth in this Exhibit A. "Expended" means all HHAP funds obligated under contract or subcontract have been fully paid and recelpted, and no Invoices remain outstanding. In the case of an award made through subcontracting, subcontractors are required to obligate the funds by the same statutory deadlines, "Grantee" means the continuum of care, city, or county that has entered into contract with the Business, Consumer Services and Housing Agency and is receiving HHAP funding. 4. Scope of Work The Scope of Work ("Work') for this Agreement shall include uses that are consistent with Health and Safety Code section 50219, subdivision (c)(1) — (8), and any other applicable laws. Eligible uses Include the following: A. Rental assistance and rapid rehousing. S. Operating subsidies in new and existing affordable or supportive housing units, emergency shelters, and navigation centers. Operating subsidies may Include operating reserves. C. Incentives to landlords, including, but not limited to, security deposits and holding fees. D. Outreach and coordination, which may include access to job programs, to assist vulnerable populations in accessing permanent housing and to promote housing stability in supportive housing. Homeless Housing, Assistance and Prevention Program NOFA Date: December 6, 2019 City of Santa Ana 20-HHAP-00019 Page 6 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT A SCOPE OF WORK E. Systems support for activities necessary to create regional partnerships and maintain a homeless services and housing delivery system, particularly for vulnerable populations including families and homeless youth. F. Delivery of permanent housing and innovative housing solutions such as hotel and motel conversions. G, Prevention and shelter diversion to permanent housing. H. New navigation centers and emergency shelters based on demonstrated need. Demonstrated need for purposes of this paragraph shall be based on the following: 1. The number of available shelter beds In the city, county, or region served by a continuum of care. (i. Shelter vacancy rate In the summer and winter months. Ill. Percentage of exits from emergency shelters to permanent housing solutions. Iv. A plan to connect residents to permanent housing. 5, Agency Contract Coordinator The Agency's Contract Coordinator for this Agreement is the Council's HHAP Grant Manager or the Grant Manager's designee. Unless otherwise instructed, any notice, report, or other communication requiring an original Grantee signature for this Agreement shall be mailed to the Agency Contract Coordinator. If there are opportunities to send information electronically, Grantee will be notified via email by the HHAP Grant Manager or the Grant Manager's designee. The Representatives during the term of this Agreement will be: PROGRAM GRANTEE ENTITY: Business consumer Services and Housing Agency City or Santa Ana SECTIONIUNIT: Homeless Coordinating and Financing Coundi(HCFC) ADDRESS: 915 Capitol Mail Suite 350-A Sacramento, CA 95574 20 CGO Center Plaza M-25 Santa Ana, CA 92701 CONTRACT MANAGER Amber Ostrander Tent Eggers 20-HHAP-00019 PHONE NUMBER: 915.551-7995 714-647-5375 EMAIL ADDRESS: I Amber.Ostrandor®Iwsh.oa.gov Teggere(�sant"ne.org Homeless Housing, Assistance and Prevention Program NOFA Date: December 6, 2019 City of Santa Ana 20-HHAP-00019 Page 6 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT A SCOPE OF WORK All requests to update the Grantee Information listed within this Agreement shall be emailed to the Homeless Coordinating and Financing Council's general email box at hcfcCWbcsh ca.00v. The Council reserves the right to change their representative. and/or contact Information at any time with notice to the Grantee. 6. Effective Date. Term of Agreernant and Deadlines A. This Agreement is effective upon approval by the Agency (indicated by the signature provided by Agency In the lower left section of page one, Standard Agreement, STD. 213), when signed by all parties. B. Contractual Obligation: • Grantees that are counties must contractually obligate 100 percent of their full program allocations on or before May 31, 2023. • Grantees that are cities or continuums of care must contractually obligate no less than 50 percent of program allocations on or before May 31, 2023. Cities or continuums of care that contractually obligate less than 60 percent or program allocations after May 31, 2023 are subject to an alternative disbursement plan as required under (Health & Safety Code, § 60220, subdivision (a)(4)(B). C. Full Expenditure of HHAP Grant Funds e All HHAP grant funds (100 percent) must be expended by June 30, 2025. Any funds not expended by that date shall revert to the General Fund. (Health & Safety Code, § 60220, subdivision (a).) 7. Special Conditions Agency reserves the right to add any special conditions to this Agreement it deems necessary to ensure that the goals of the Program are achieved. Homeless Housing, Assistance and Prevention Program NOFA Date: December B, 2019 City of Santa Ana 20-HHAP-00019 Page 7 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISIONS 1. Budget Detail & Changes The Grantee agrees that HHAP funds shall be expended on uses that support regional coordination and expand or develop local capacity to address Immediate homelessness challenges. Such activities must be informed by a best -practices framework focused on moving homeless Individuals and families Into permanent housing and supporting the efforts of those individuals and families to maintain their permanent housing. The Grantee shall expend HHAP funds on eligible activities as detailed in the annual budget submitted with the Grantee's approved application. The Grantee shall submit an updated budget with the annual report that revises and reports all actual and projected expenditures of HHAP funds. Changes may be made to the timing (e.g., fiscal year) of eligible use expenditures without prior approval by the Agency so long as the total expenditures (actual and projected) for each eligible use category remain the same as described In the budget approved with the Grantee's application. Any decrease or increase to the total expenditures for any eligible use category must otherwise be approved by the Council's HHAP Grant Manager or his/her designee, in writing, before the Grantee may expend HHAP funds according to an alternative budget. The HHAP Grant Manager will respond to Grantee with approval or denial of request. Failure to obtain written approval from the Grant Manager or his/her designee as required by this section may be considered a breach of this Agreement. 2. General Conditions Prior to Disbursement, All Grantees must submit the following forms prior to HHAP funds being released: A. Request for Funds Form (RFF) B. STD 213 Standard Agreement - 2 original copies of the signed STD 213 form and initialed Exhibits A through E. C. Data Use Agreement (continuums of care and counties that accepted redirected funding from a continuum of care- see Exhibit D for relevant Special Terms and Conditions) Homeless Housing, Assistance and Prevention Program NOFA Date: December e, 2ol9 City of Santa Ana 20-HHAP-00019 Page 8 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISIONS 3. Disbursement of Funds HHAP funds will be disbursed to the Grantee upon receipt, review and approval of the completed Standard Agreement and RFF by Agency, the Department of General Services (DGS) and the State Controller's Office (SCO). Once Agency receives, reviews, and signs off on the completed documents, the documents will be sent to DGS for review. Once DGS review is completed, documents will be forwarded to SCO for final review and fund disbursement. The RFF must include the proposed eligible uses and the amount of funds proposed for expenditure under each eligible use. HHAP funds will be disbursed In a single allocation via mailed check once the RFF has been received by the SCO. Checks will be mailed to the address and contact name listed on the RFF. 4. Expenditure of Funds Specific requirements and deadlines for contractually obligating and expending awarded funds are set forth in the Homeless Housing, Assistance, and Prevention Program statutes. Health and Safety Code sections 50218, 50219, and 50220 mandate the following: A. Up to 5 percent of the HHAP allocation may be expended forthe following uses that are intended to meet federal requirements for housing funding: (1) Strategic homelessness plan, as defined in section 578.7(c) of Title 24 of the Code of Federal Regulations; and/or (2) Infrastructure development to support coordinated entry systems and Homeless Management Information Systems. S. No more than 7 percent of the HHAP allocation may be used for administrative costs incurred by the Grantee. C. At least 8 percent of the HHAP allocation shall be used to establish or expand services for homeless youth populations. D. Grantees that are cities or continuums of care shall contractually obligate no less than 50 percent of HHAP funds by May 31, 2023. If less than 50 percent Is obligated after May 31, 2023, continuums of care and cities shall not expend any remaining portion of the 50 percent of program allocations required to have been obligated unless and until both of the hollowing occur: Homeless Housing, Assistance and Prevention Program NOFA Date: December 6, 2019 City of Santa Ana 20-HHAP-00019 Page 9 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISIONS (1) On or before June 30, 2023, the Grantee submits an alternative disbursement plan to Agency that Includes an explanation for the delay and a plan to fully expend these funds by December 31, 2023, (2) Agency approves the alternative disbursement plan. If the funds identified in the approved alternative disbursement plan are not fully expended by December 31, 2023, the funds shall be returned to Agency. E. Grantees that are counties shall contractually obligate the full allocation (100 percent) awarded to them by May 31, 2023. Any funds that are not contractually obligated by this date shall be reverted to the continuum of care that serves the county. Specific to Los Angeles County, funds that are not contractually obligated by this date shall be divided proportionately using the HHAP funding allocation formula among the four CoC's that serve Los Angeles County: City of Glendale CoC, City of Pasadena CoC, the City of Long Beach CoC, and the Los Angeles Homeless Services Authority. Counties not obligating their full program allocation by May 31, 2023 are required to notify Agency on or before that date, of the name of the CoC(s) in which the county Is served, and the amount of program funds that will be reverted to the CoC(s). By June 30, 2023, the county shall provide Agency with evidence that the funds were transferred and submit an updated budget that clearly Identifies the funds that were transferred. F. All HHAP funds shall be expended by June 30, 2025. G. Any funds not expended by June 30, 2025 shall revert to the General Fund. 5. Reimbursement HHAP program funds should not generally be obligated or expended prior to the effective date of this Agreement. However, Agency acknowledges that there may be circumstances that would require reimbursement In order to prevent or address homelessness in a given jurisdiction. When considering a reimbursement, the following requirements are applicable: A. Reimbursement is not permitted for activities occurring prior to July 1, 2019. Homeless Housing, Assistance and Prevention Program NOFA Date: December 6, 2019 City of Santa Ana 20-HHAP-00019 Page 10 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISIONS B. Reimbursement shall not supplant existing local funds for homeless housing, assistance, or prevention. C. Approval from HCFC must be obtained prior to obtaining reimbursement. D. Capital improvement projects pertaining to emergency shelters and navigation centers are still required to demonstrate need. Eligible applicants are required to submit the following information for HCFC to review and approve or deny such projects: (1) The number of available shelter beds in the jurisdiction; (2) The shelter vacancy rate in the summer and winter months; (3) The percentage of exits from emergency shelters to permanent housing solutions; and (4) A plan to connect residents to permanent housing. 6. InellgiWe Costs HHAP funds shall not be used for costs associated with activities in violation of any law or for any activities not consistent with the Intent of the Program and the eligible uses identified in Health and Safety Code sections 50218 and 60219. Agency reserves the right to request additional clarifying information to determine the reasonableness and eligibility of all uses of the funds made available by this Agreement. If the Grantee or Its funded subreclplents use HHAP funds to pay for ineligible activities, the Grantee shall be required to reimburse these funds to Agency. An expenditure which Is not authorized by this Agreement, or by written approval of the Grant Manager or his/her designee, or which cannot be adequately documented, shall be disallowed and must be reimbursed to Agency by the Grantee. Agency, at Its sole and absolute discretion, shall make the final determination regarding the allowability of HHAP fund expenditures, Program funds shall not be used to supplant existing local funds for homeless housing, assistance, or prevention. Homeless Housing, Assistance and Prevention Program NOFA Date: December 6, 2019 City of Santa Ana 20-HHAP-00019 Page 11 of 23 Homeless Housing, Assistance and Prevention Standard Agreement 7. Adminisitive Costs The Grantee must comply with Health and Safety Code section 50219, subdivision (e), which limits the Grantee's administrative costs to no more than 7 percent of total HHAP funds received. For purposes of this requirement, "administrative costs" does not include staff or other costs directly related to Implementing activities funded by the Program allocation. Homeless Housing, Assistance and Prevention Program NOFA Date: December 6, 2010 City of Santa Ana 20-HHAP-00019 Page 12 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT C HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND CONDITIONS 1. Termination and Sufficiency of Funds A. Termination of Agreement Agency may terminate this Agreement at any time for cause by giving a minimum of 14 days' notice of termination, In writing, to the Grantee. Cause shall consist of violations of any conditions of this Agreement, any breach of contract as described in oaraoraoh B of this Exhibit C; violation of any federal or state laws; or withdrawal of Agency's expenditure authority. Upon termination of this Agreement, unless otherwise approved in writing by Agency, any unexpended funds received by the Grantee shall be returned to Agency within 30 days of Agency's notice of termination. B. Sufficiency of Funds This Agreement is valid and enforceable only if sufficient funds are made available to Agency by legislative appropriation. In addition, this Agreement is subject to any additional restrictions, limitations or conditions, or statutes, regulations or any other laws, whether federal or those of the State of California, or of any agency, department, or any political subdivision of the federal or State of California governments, which may affect the provisions, terms or funding of this Agreement In any manner. 2. Transfers Grantee may not transfer or assign by subcontract or novation, or by any other means, the rights, duties, or performance of this Agreement or any part thereof, except with the prior written approval of Agency and a formal amendment to this Agreement to affect such subcontract or novation. 3. Grantee's Application for Funds Grantee has submitted to Agency an application for HHAP funds to support regional coordination and expand or develop local capacity to address Its immediate homelessness challenges. Agency is entering into this Agreement on the basis of, and In substantial reliance upon, Grantee's facts, information, assertions and representations contained in that application, and in any subsequent modifications or additions thereto approved by Agency. The application and any approved modifications and additions thereto are hereby incorporated into this Agreement. Homeless Housing, Assistance and Prevention Program NOFA Data: December 6, 2019 City of Santa Ana 20-HHAP-00019 Page 13 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT C HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND CONDITIONS Grantee warrants that all Information, facts, assertions and representations contained In the application and approved modifications and additions thereto are true, correct, and complete to the best of Grantee's knowledge. In the event that any part of the application and any approved modification and addition thereto is untrue, Incorrect, Incomplete, or misleading in such a manner that would substantially affect Agency approval, disbursement, or monitoring of the funding and the grants or activities governed by this Agreement, then Agency may declare a breach of this Agreement and take such action or pursue such remedies as are legally available. 4. Reporting/Audits A. Annual Report Deadlines By January 1, 2021, and annually on that date thereafter until all funds have been expended, the Grantee shall submit an annual report to Agency in a format provided by Agency. if the Grantee fails to provide such documentation, Agency may recapture any portion of the amount authorized by this Agreement with a 14-day written notification. No later than January 1, 2026, the Grantee shall submit a final report, in a format provided by Agency, as well as a detailed explanation of all uses of the Program funds. B. Reporting Requirements The annual report shall contain detailed Information in accordance with Health and Safety Code section 50221, subdivision (a).Thls information Includes the following, as well as any additional information deemed appropriate or necessary by Agency: 1. An ongoing tracking of the specific uses and expenditures of any Program funds broken out by eligible uses listed, Including the current status of those funds. 2. The number of homeless individuals served by the Program funds in that year, and a total number served In all years of the Program, as well as the homeless populations served. 3. The types of housing assistance provided, broken out by the number of individuals. Homeless Housing, Assistance and Prevention Program NOFA Date: December 6, 2019 City of Santa Ana 20-HHAP•00019 Page 14 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT C HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND CONDITIONS 4. Outcome data for an individual served through Program funds, including the type of housing that an Individual exited to, the percent of successful housing exits, and exit types for unsuccessful housing exits. In addition to the annual reports, Agency requires the Grantee to submit quarterly expenditure reports due no later than 30 days following the end of each fiscal quarter. Grantee shall submit a report to the agency on a form and method provide by the agency, that Includes the ongoing tracking of the specific uses and expenditures of any program funds broken out by eligible uses listed, including the current status of those funds, as well as any additional information the agency deems appropriate or necessary. Agency may require additional supplemental reporting with written notice to the Grantee. C. Auditing Agency reserves the right to perform or cause to be performed a financial audit. At Agency request, the Grantee shall provide, at its own expense, a financial audit prepared by a certified public accountant. HHAP administrative funds may be used to fund this expense. 1, If a financial audit is required by Agency, the audit shall be performed by an independent certified public accountant. 2. The Grantee shall notify Agency of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by Agency to the Independent auditor's working papers. 3. The Grantee is responsible for the completion of audits and all costs of preparing audits. 4. If there are audit findings, the Grantee must submit a detailed response acceptable to Agency for each audit finding within 90 days from the date of the audit finding report. S. lnsoection and Retention of Records A. Record inspection The Grantee agrees that Agency or its designee shall have the right to review, obtain, and copy all records and supporting documentation pertaining to performance under this Agreement. The Grantee agrees to provide Agency, or its designee, with any Homeless Housing, Assistance and Prevention Program NOFA Date; December 0, 2019 0 City of Santa Ana 20-HHAP-00019 Page 15 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT C HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND CONDITIONS relevant information requested. The Grantee agrees to give Agency. or its designee access to its premises, upon reasonable notice and during normal business hours, for the purpose of interviewing employees who might reasonably have information related to such records, and of inspecting and copying such books, records, accounts, and other materials that may be relevant to an Investigation of compliance with the Homeless Housing, Assistance, and Prevention Program laws, the HHAP program guidance document published on the website, and this Agreement. B. Record Retention The Grantee further agrees to retain all records described in subparaaraoh A for a minimum period of five (6) years after the termination of this Agreement. If any litigation, claim, negotiation, audit, monitoring, Inspection or other action has been commenced before the expiration of the required record retention period, all records must be retained until completion of the action and resolution of all issues which arise from ft. 6. Breach and Remedies A. Breach of Agreement Breach of this Agreement includes, but is not limited to, the following events: 1. Grantee's failure to comply with the terms or conditions of this Agreement. 2. Use of, or permitting the use of, HHAP funds provided under this Agreement for any ineligible activities. 3. Any failure to comply with the deadlines set forth in this Agreement. B. Remedies for Breach of Agreement In addition to any other remedies that may be available to Agency in law or equity for breach of this Agreement, Agency may: 1. Bar the Grantee from applying for future HHAP funds; 2. Revoke any other existing HHAP award(s) to the Grantee; 3. Require the return of any unexpended HHAP funds disbursed under this Agreement; 4. Require repayment of HHAP funds disbursed and expended under this Agreement; Homeless Housing, Assistance and Prevention Program NOFA Date: December 6, 20tg City of Santa Ana 20-HHAP-00019 Page 16 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT C HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND CONDITIONS 5. Require the immediate return to Agency of all funds derived from the use of HHAP funds including, but not limited to, recaptured funds and returned funds; and 6. Seek, in a court of competent Jurisdiction, an order for specific performance of the defaulted obligation or the appointment of a receiver to complete the technical assistance in accordance with HHAP requirements. C. All remedies available to Agency are cumulative and not exclusive. D, Agency may give written notice to the Grantee to cure the breach or violation within a period of not less than 15 days. T. Vlfalvers No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of Agency to enforce at any time the provisions of this Agreement, or to require at anytime, performance by the Grantee of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of Agency to enforce these provisions. S. or discrimination During the performance of this Agreement, Grantee and its subreciplents shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave. Grantees and subGrantess shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Grantee and its subrecipients shall comply with the provisions of California's laws against discriminatory practices relating to specific groups; the California Fair Employment and Housing Act (FEHA) (Gov. Code, § 12900 et seq.); the regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 11000 at seq.); and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code, §§ 11135 -11139.6), Grantee and its subrecipients shall give written notice of their obligations Homeless Housing, Assistance and Prevention Program NOFA Date: December 6, 2019 N City of Santa Ana 20-HHAP-00019 Page 17 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT C HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND CONDITIONS under this clause to labor organizations with which they have a collective bargaining or other agreement. 9. Conflict of Interest All Grantees are subject to state and federal conflict of Interest laws. For Instance, Health and Safety Code section 60219. subdivision (h) states, "For purposes of Section 1090 of the Government Code, a representative of a county serving on a board, committee, or body with the primary purpose of administering funds or making funding recommendations for applications pursuant to this chapter shall have no financial interest In any contract, program, or project voted on by the board, committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the county." Failure to comply with these laws, Including business and financial disclosure provisions, will result In the application being rejected and any subsequent contract being declared void. Other legal action may also be taken. Additional applicable statutes include, but are not limited to, Government Code section 1090 and Public Contract Code sections 10410 and 10411. A. Current State Employees: No State officer or employee shall engage in any employment, activity, or enterprise from which the officer or employee receives compensation or has a financial Interest, and which Is sponsored or funded by any State agency, unless the employment, activity, or enterprise is required as a condition of regular State employment. No State officer or employee shall contract on his or her own behalf as an Independent Grantee with any State agency to provide goods or services. S. Former State Employees: For the two-year period from the date he or she left State employment, no former State officer or employee may enter Into a contract in which he or she engaged In any of the negotiations, transactions, planning, arrangements, or any part of the decision -making process relevant to the contract while employed in any capacity by any State agency. For the twelve-month period from the date he or she left State employment, no former State officer or employee may enter into a contract with any State agency if he or she was employed by that State agency in a policy -making position In the same general subject area as the proposed contract within the twelve-month period prior to his or her leaving State service. C. Homeless Housing, Assistance and Prevention Program NOFA Date: December 6, 2019 �^ City of Santa Ana 20-HHAP-00019 Page 18 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT C HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND CONDITIONS C. Employees of the Grantee: Employees of the Grantee shall comply with all applicable provisions of law pertaining to conflicts of Interest, Including but not limited to any applicable conflict of interest provisions of the a Political Reform Act of 1974 (Gov. Code, § 81000 et seq.). D. Representatives of a County: A representative of a county serving on a board, committee, or body with the primary purpose of administering funds or making funding recommendations for applications pursuant to this chapter shall have no financial E. Interest in any contract, program, or project voted on by the board, committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the county, 10. Drug -Free Workplace Certification Certification of Compliance: By signing this Agreement, Grantee hereby certifies, under penalty of perjury under the laws of State of California, that it and its subeiciplents will comply with the requirements of the Drug -Free Workplace Act of 1990 (Gov. Code, § 8350 et seq.) and have or will provide a drug -free workplace by taking the following actions: A. Publish a statement notifying employees and subrecipients that unlawful manufacture distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees, Grantees, or subrecipients for violations, as required by Government Code section 8355, subdivision (a)(1). B. Establish a Drug -Free Awareness Program, as required by Government Code section 8355, subdivision (a)(2) to inform employees, Grantees, or subrecipients about all of the following: 1, The dangers of drug abuse in the workplace; 2. Grantee's policy of maintaining a drug -free workplace; 3. Any available counseling, rehabilitation, and employee assistance program; and 4. Penalties that may be imposed upon employees, Grantees, and subrecipients for drug abuse violations. Homeless Housing, Assistance and Prevention Program NOFA Date; December 6, 2019 City of Santa Ana 20-HHAP-00019 Page 19 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT C HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND CONDITIONS C. Provide, as required by Government Code section 8355, subdivision (a)(3), that every employee and/or subrecipient that works under this Agreement: 1. Will receive a copy of Grantee's drug -free policy statement, and 2. Will agree to abide by terms of Grantee's condition of employment or subcontract. 11. Gild Support Compliance Act For any Contract Agreement In excess of $100,000, the Grantee acknowledges in accordance with Public Contract Code 7110, that: A. The Grantee recognizes the Importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and B. The Grantee, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 12. Special Conditlons — Grantees/SubGrantee The Grantee agrees to comply with all conditions of this Agreement Including the Special Conditions set forth in Exhibit D. These conditions shall be met to the satisfaction of Agency prior to disbursement of funds. The Grantee shall ensure that all SubGrantees are made aware of and agree to comply with all the conditions of this Agreement and the applicable State requirements governing the use of HHAP funds. Failure to comply with these conditions may result In termination of this Agreement. A. The Agreement between the Grantee and any SubGrantee shall require the Grantee and Its SubGrantees, if any, to: 1. Perform the work in accordance with Federal, State and Local housing and building codes, as applicable. Homeless Housing, Assistance and Prevention Program NOFA pate: December 6, 2019 City of Santa Ana 20-HHAP-00019 Page 20 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT C HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND CONDITIONS 2. Maintain at least the minimum State -required worker's compensation for those employees who will perform the work or any part of it. 3. Maintain, as required, by law, unemployment Insurance, disability Insurance, and liability Insurance in an amount that is reasonable to compensate any person, fine or corporation who may be Injured or damaged by the Grantee or any SubGrantee in performing the Work or any part of It. 4. Agree to Include all the terms of this Agreement in each subcontract. 13. Compliance with State and Federal Laws Rules Guidelines and Reauiations The Grantee agrees to comply with all state and federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, environmental protection, equal opportunity, fair housing, and all other matters applicable and/or related to the HHAP program, the Grantee, Its subreeipients, and all eligible activities. Grantee shall also be responsible for obtaining any and all permits, licenses, and approvals required for performing any activities underthis Agreement, Including those necessary to perform design, construction, or operation and maintenance of the activities. Grantee shall be responsible for observing and complying with any applicable federal, state, and local laws, rules or regulations affecting any such work, specifically those including, but not limited to, environmental protection, procurement, and safety laws, rules, regulations, and ordinances. Grantee shall provide copies of permits and approvals to Agency upon request. 14. Inspections A. Grantee shall inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and/or local requirements, and this Agreement. B. Agency reserves the right to inspect any work performed hereunder to ensure that the work is being and has been performed In accordance with the applicable federal, state and/or local requirements, and this Agreement. C. Grantee agrees to require that all work that Is determined based on such Inspections not to conform to the applicable requirements be corrected and to withhold payments to the subrecipient until It is corrected. Homeless Housing, Assistance and Prevention Program NOFA Date: December 6, 2019 City of Santa Ana 20-HHAP-00019 Page 21 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT C HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND CONDITIONS Is. Litigation A. If any provision of this Agreement, or an underlying obligation, Is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of Agency, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain In full force and effect. Therefore, the provisions of this Agreement are and shall be deemed severable. B. The Grantee shall notify Agency immediately of any claim or action undertaken by or against It, which affects or may affect this Agreement or Agency, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of Agency. Homeless Housing, Assistance and Prevention Program NOFA Date; December 6, 2019 City of Santa Ana 20-HHAP-00019 Page 22 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT D SPECIAL TERMS AND CONDITIONS 1. All proceeds from any Interest -bearing account established by the Grantee for the deposit of HHAP funds, along with any interest -bearing accounts opened by subrecipients to the Grantee for the deposit of HHAP funds, must be used for HHAP-eligible activities. 2. Any housing -related activities funded with HHAP funds, including but not limited to emergency shelter, rapid -rehousing, rental assistance, transitional housing and permanent supportive housing, must be in compliance or otherwise aligned with the core components of Housing First, pursuant to Welfare and Institutions Code section 8265, subdivision (b). 3. Grantee agrees to utilize Its local Homeless Management Information System (HMIS) to track HHAP-funded projects, services, and clients served. Grantee will ensure that HMIS data are collected in accordance with applicable laws and in such a way as to identify Individual projects, services, and clients that are supported by HHAP funding (e.g„ by creating appropriate HHAP-specific funding sources and project codes in HMIS). 4. Grantee agrees to participate in the statewide data system or warehouse created by Agency to collect local data from California continuums of care through the HMIS, and sign any required data use agreements allowing Agency to access Grantee's HMIS data for that purpose. 6. If Grantee is a continuum of care or a county that accepted redirected funding from a continuum of care, it shall review and execute a data use agreement no later than July 31, 2020, in order to ensure compliance with Health and Safety Code section 60219, subdivision (a)(7) and (10). Grantee's failure to timely execute a data use agreement will constitute a breach of this Agreement. In this event, BCSH, in its sole and absolute discretion, may exercise any and all remedies permitted by this Agreement or by applicable law. Homeless Housing, Assistance and Prevention Program NOFA Date: December 6, 2019 City of Santa Ana 20-HHAP-00019 Page 23 of 23 Homeless Housing, Assistance and Prevention Standard Agreement EXHIBIT E GENERAL TERMS AND CONDITIONS This exhibit is incorporated by reference and made part of this agreement. This document can be viewed at the following link: httos://www,d os.ca.aov/OLS/Resources/Page-Content/Office-of-Legal-Services Resources-List-Folder/Standa rd-Contract-Lanouage Homeless Housing, Assistance and Prevention Program NOFA Date: December 6, 2019