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HomeMy WebLinkAboutILLUMINATION FOUNDATION (16)INSURANCE NOT ON FILE WORK MAY NOT T PROCEED CLERK OF COUNCIL `o DATE: A-2021-047-01 HOMELESS HOUSING, ASSISTANCE AND PREVENTION COVID-19 PREVENTION AND CONTAINMENT SUBCONTRACTOR AGREEMENT BETWEEN THE CITY OF SANTA ANA AND 0'. c,OA((evf; � THE ILLUMINATION FOUNDATION THIS GRANT AGREEMENT ("HHAP-COVID Agreement'), is hereby made and entered into this June P� , 2021, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("Contractor"), and The Illumination Foundation ("Subcontractor"). RECITALS: A. Pursuant to the provisions of Section 36.00, Chapter 2, Statutes of 2020, and the augmentation to Budget Act of 2019 Item 0515-101-0001 described in the March 18, 2020 letter from the Department of Finance to the Joint Legislative Budget Committee, the Homeless Coordinating and Financing Council, which exists within the Business, Consumer Services and Housing Agency, shall allocate a total of $100,000,000 to Continuums of Care, Large Cities (population of 300,000+), and Counties, divided proportionally based on the allocations they are eligible to receive through the Homeless Housing, Assistance and Prevention Program ("HHAP-COVID"). The purpose of this grant funding is to provide support to Continuums of Care, Large Cities (population of 300,000+), and Counties to protect the health and safety of homeless populations and reduce the spread of the COVID-19 outbreak. B. Contractor is the recipient of HHAP-COVID funds from the State of California. In 2020, Contractor entered into Agreement Number 20-HCFC-00019 with the State of California receiving and recognizing $1,385,224.15 in HHAP-COVID grant funds to be used by Contractor to invest in COVID-19 prevention and containment efforts for temporary shelters, including but not limited to medically indicated services and supplies, such as testing and handwashing stations, and enhancements to existing shelter facilities ("State HHAP-COVID Agreement'). A true and correct copy of the State HHAP-COVID Agreement is attached hereto as Exhibit A and incorporated herein by this reference. C. Subcontractor has been made aware of the State HHAP-COVID Agreement and agrees to comply with all the conditions of the State HHAP-COVID Agreement and the applicable State requirements governing the use of HHAP-COVID grant funds. D. Contractor entered into an Agreement with Subcontractor to operate the Fullerton Recuperative Care Center ("Fullerton Shelter") for City clients, Agreement No. A-2021-046, dated April 6, 2021, by which Contractor committed a set amount of funds to Subcontractor for the operation of the Fullerton Shelter ("Program"). 1 E. Contractor now approves the provision of HHAP-COVID grant funds to Subcontractor in an amount not to exceed $500,000, to be used in the operation of the Program. This $500,000 in HHAP-COVID grant funds shall count toward the amount of funds due from the Contractor to Subcontractor under Agreement No. A-2021-046. 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- COVID grant funds to operate said Program. G. This HHAP-COVID Agreement is contingent upon the award of HHAP-COVID 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-COVID Agreement for the expenditure and utilization of said HHAP-COVID funds. NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this HHAP-COVID Agreement, and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire HHAP-COVID Agreement between the Contractor and Subcontractor: 1. SCOPE OF SERVICES Subcontractor shall perform during the term of this HHAP-COVID 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 the Fullerton Shelter for City clients. 2. TERM This HHAP-COVID Agreement shall take effect on the date first written above and shall terminate on June 30, 2021, unless otherwise cancelled or modified according to the terms of this HHAP Agreement. This HHAP-COVID Agreement shall also cover any and all services provided by the Subcontractor since the date the HHAP-COVID grant funds were awarded to the Contractor. 3. DISBURSEMENT AND FUNDS A. Contractor was allocated $1,385,224.15 in HHAP-COVID grant funds from the State of California to be encumbered by July 30, 2021. Contractor agrees to pay to Subcontractor when, if and to the extent State FMAP-COVID grant funds are received a sum not to exceed $500,000 for Subcontractor's performance of the Program through the term of this HHAP-COVID Agreement, which shall count toward the amount of funds due from the Contractor to Subcontractor under Agreement No. A-2021-046. Said sum shall be paid after Contractor receives invoices submitted by Subcontractor as provided herein. 2 B. Subcontractor shall submit quarterly invoices (on or before the 15`h day of October, January, April, and July) in a form prescribed by the Contractor, detailing such expenses. Such schedule may be modified with the approval of the Contractor. 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-COVID Agreement and that the Subcontractor is in compliance with the terms and conditions of this HHAP-COVID 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-COVID Agreement to pay for necessary and reasonable costs allowable under state law and regulations to operate said HHAP-COVID Program only. Said amounts shall include and will be limited to the operation of the Fullerton Shelter for City clients only. Subcontractor's failure to perform as required may, in addition to other remedies set forth in this HHAP-COVID 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-COVID Agreement. 4. STATE HHAP-COVID AGREEMENT A. Contractor entered into State HHAP-COVID Agreement Number 20-HCFC- 00019 with the State of California receiving and recognizing $1,385,224.15 in HFIAP-COVID grant finds to be used by Contractor to be used by Contractor to invest in COVID-19 prevention and containment efforts for temporary shelters, including but not limited to medically indicated services and supplies, such as testing and handwashing stations, and enhancements to existing shelter facilities. A true and correct copy of the State HHAP-COVID Agreement is attached hereto as Exhibit A and incorporated herein by this reference. Subcontractor has been made aware of the State HHAP-COVID Agreement and agrees to comply with all the conditions of the State HHAP-COVID Agreement and the applicable State requirements governing the use of HI-IAP-COVID grant funds. B. Pursuant to the State HHAP-COVID 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 3 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-COVID Agreement in each subcontract. 5. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this HHAP-COVID Agreement, be constructed to be an independent contractor and not an employee of the Contractor. This HHAP- COVID 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-COVID 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-COVID 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-COVID 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-COVID 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-COVID Agreement shall be at Contractor's sole risk. 7. INSURANCE Prior to undertaking performance of work under this HHAP-COVID 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 4 Subcontractor's operations in the performance of this HHAP-COVID 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 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-COVID 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-COVID Agreement. Certificates of insurance shall be famished to the Contractor upon execution of this HHAP-COVID 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-COVID Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the I-IHAP-COVID 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-COVID 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-COVID Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this HHAP-COVID 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-COVID 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-COVID 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-COVID 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-COVID Agreement. Subcontractor shall maintain complete and accurate records with respect to the costs incurred under this HHAP-COVID 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-COVID 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-COVID Agreement during regular business hours. Subcontractor shall allow inspection of all work, data, documents, proceedings, and activities related to this HHAP- L^ COVID Agreement for a period of three (3) years from the date of final payment to Subcontractor under this HHAP-COVID 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- COVID 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-COVID 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-COVID Agreement. 12. NON-DISCRIMINATION During the performance of this HHAP-COVID 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 11135-11 t39.5), 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 It 105.) 13. EXCLUSIVITY AND AMENDMENT This HHAP-COVID Agreement and the State HHAP-COVID 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-COVID Agreement and the State HHAP-COVID Agreement, the terms of the State HHAP-COVID Agreement shall prevail. This HHAP-COVID 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- COVID 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-COVID 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-COVID Agreement shall be construed to limit the Contractor's ability to have any of the services which are the subject to this HHAP-COVID Agreement performed by Contractor personnel or by other Subcontractors retained by Contractor. 15. TERMINATION This HIAP-COVID 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-COVID 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-COVID 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. 17. JURISDICTION - VENUE This HHAP-COVID 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-COVID 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-COVID Agreement. 18. PROFESSIONAL LICENSES Subcontractor shall, throughout the term of this HHAP-COVID 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-COVID Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this HHAP- COVID 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: SUBRECIPIENT: Terri Eggers Illumination Foundation Homeless Services Manager 1091 N. Batavia St. City of Santa Ana Orange, CA 92867 Community Development Agency (M-25) Attn: Paul Leon, CEO 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702-1988 (714) 647-5378 (714) 647-6549 FAX teggers@santa-ana.org 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- COVID 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-COVID Agreement. (Signatures on followingpage) 10 IN WITNESS WHEREOF, the parties hereto have executed this HHAP-COVID Agreement on the date and year first written above. ATTEST u� a na /'CDAISY GOMEZ lerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City A By: RYAI / DGE Assist t City Attorney RECOMMENDED FOR APPROVAL v STEVEN A. MENDOZA Executive Director Community Development Agency 11 CITY OF SANTA ANA KRI TINE RIDGE City Manager THE ILLUMINATION FOUNDATION Name: John Ing Title: Chief Financial Officer EXHIBIT A STATE HHAP-COVID AGREEMENT NUMBER 20-HCFC-00019 12 STATE OF CALIFORNIA^ DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT STD 213 (Rev. 03/21 19) CONTRACTING AGENCY NAMF. Business, Consumer Services, and Housing Agency AGREEMENT NUMBER PURCHASING AUTHORITY 20-HCFC-00019 CONTRACTOR NAME --- City of Santa Ana 2, The term of this Agreement is: STARTDATE Upon BCSH Approval THROUGH END DATE 06/30/2020 3. The maximum amount of this Agreement Is: $1,385,224.15 4. The parties agree to comply with the terms and conditions of the foliowln -exhibits, which are y this reference made a part -of the Agreement. Exhibits Title pages Exhlblt A Scope of Work I 2 Exhibit B: Budget Detall and Payment Provisions ExhlbltC* GenerelTermsandConditinns � _.� mown wirn an asers are here near or to y p a lyre rencean ma epa thsagreementas attache ereto. CONTRACTOR CONTRACTOR NAME iTother than an individual, state whether a corporation, partnership, etcd City of Santa Ana 20 Civic Canter Plaza I Santa Ana PRINTED NAME OF PERSON SIGNING �Tro c CONTRACTOR AUiHORIYED SIGNATURE - - q DATE SIGNED Fs/2.4/2ozo CONTRACTING AGENCY NAME Business, Consumer Services, and Housing Agency CONTRACTING AGENCY ADDRESS CITY STATE ZIP 915 Capitol Mall, Suite 350A Sacramento CA 95814 PRINTED NAME OF PERSON SIGNING TITLE Lourdes Castro Ramirez Secretary CONTRACTING AS DATE SIGNED ' Am� (.mod10 7 � CALIFORNIA DEPARTKNTOFGFNERALSERVICES APPROVAL EXEMPTION (if Applicable) Paqe 1 of 1 Standard Agreement EXHIBIT A AUTHORITY PURPOSE AND SCOPE OF WORK 1. Authority Page 1 of 7 City of Santa Ana 20-HCFC-00019 Pursuant to the provisions of Section 36.0.0, Chapter 2, Statutes of 2020, and the augmentation to Budget Act of 2019 Item 0515-101-0001 described In the March 18, 2020 letter from the Department of Finance to the Joint Legislative Budget Committee, the Homeless Coordinating and Financing Council ("HCFC"), which exists within the Business, Consumer Services and Housing Agency ("BCSH" or "Agency"), shall allocate a total of $100,000,000.00 to Continuums of Care, Large Cities (population of 300,000+) and Counties, divided proportionally based on the allocations they are eligible to receive through the Homeless Housing, Assistance, and Prevention program ("HHAP"). This Agreement is entered into under the authority of, and in furtherance of the purposes of, the Budget Act of 2019, 2. Purp.ose The purpose of this grant funding is to provide support to Continuums of Care, Large Cities, and Counties to protect the health and safety of homeless populations and reduce the spread of the COVID•19 outbreak. In accordance with the authority cited above, the HCFC shall distribute $1,386,224.15 to the City of Santa Ana. 3, Scone of Work, The City of Santa Ana shall use $1,385,224.15 to invest in COVID-19 prevention and containment efforts for temporary shelters, including, but not limited to, medically - indicated services and supplies, such as testing and handwashing stations, and enhancements to existing shelter facilities. The intent of these investments is to allow for proper social distancing and isolation to reduce the spread of COVID-19 among the homeless population. 4. Monitoring City of Santa Ana shall maintain books, records, documents, and other evidence that demonstrates the funding was used for the appropriate purposes, as laid out in the Scope of Work. These books, records, documents, and other evidence shall be made available for audit and inspection by the HCFC and Agency for a period of three years, A. Annual Report Deadlines The City of Santa Ana shall submit an expenditure report to Agency on a form and method provided by Agency, by July 1, 2020 and January 1, 2021. If the City of Santa Ana fails to provide such documentation, Agency may disencumber any portion of the amount authorized by this Agreement with a 14-day written notification. Initials. Page 2 of 7 City of Santa Ana 20-HCFC-00019 S. Reporting Requirements The expenditure report shall contain detailed information including the following: 1. An ongoing tracking of the specific uses and expenditures of any program funds broken out by uses listed below, including the current status of those funds: a. Diversion b, Prevention a Shelter d. Services and infection control e. Other 2, Any additional information that Agency requests. In addition to the reports, Agency may require supplemental reporting with written notice to the City of Santa Ana. 5. Expel3glIMre Deadline Pursuant to Assembly Bill 74, Statutes of 2019, Chapter 23 (Budget Act of 2019) SEC. 1.80, funds shall be encumbered by June 30, 2020. InitialS63 Page 3 of 7 City of Santa Ana 20-HCFC-00019 EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISIONS 1, Agreement Aajount The total amount of this Agreement shall not exceed $1,386,224.16, 2. General Conditions for Disbursement General Requirements — All grantees must submit the following forms prior to funds being released; A. Request for Funds Form (RFF), B. Signed and dated PDF of the STD, 213 3, SB-89 Budsaet:Act of 2019 SEC. 36,00. Notwithstanding any other law, $600,000,000 is hereby appropriated from the General Fund to any Item for any purpose related to the March 4, 2020 proclamation of a state of emergency upon order of the Director of Finance. Funds appropriated in this section may not be expended prior to 72 hours after the Director of Finance notifies the Joint Legislative Budget Committee in writing of the purposes of the planned expenditure, The chairperson of the Joint Legislative Budget Committee or the chairperson's designee may shorten the 72-hour period by written notification. The amount of the appropriation in this section may be increased in Increments of $50,000,000 no sooner than 72 hours after the Director of Finance notifies the Joint Legislative Budget Committee of the need for the increase. The chairperson of the Joint Legislative Budget Committee or the chairperson's designee may shorten the 72-hour period by written notification, The total appropriation under this section shall not exceed $1,000,000,000. Initials Page 4 of 7 City of Santa Ana 20-HCFC-00019 EXHIBIT C GENERAL TERMS AND CONDITIONS APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained. 1. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated In the Agreement is binding an any of the parties. 2. ASSIGNMENT: This Agreement is not assignable by the Contractor, either In whole or in part, without the consent of the State in the form of a formal written amendment. 3, AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov, Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896), 4. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be Injured or damaged by Contractor in the performance of this Agreement. s. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute. 6. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand. Initial � Page 5 of 7 City of Santa Ana 20-HCFC-00019 7, INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State. 8. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post -consumer material as defined In the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209, With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205). 9. NON.DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor 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. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 at seq), the regulations promulgated thereunder (Cal, Code Regs., tit. 2, §11000 at seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Contractor 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 ease less than 24 hours' notice, to such -of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Contractor 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, §11105.) Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement. 10. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 041-2017 are hereby Incorporated by reference and made a part of this Agreement by this. reference as if attached hereto. Initials Page 6 of 7 City of Santa Ana 20-HCFC-000 i g 11. TIMELINESS: Time is of the essence in this Agreement. 12. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided, 13. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California. 14. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or,goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below, a. The Government Code Chapter on Antitrust claims contains the following definitions: 1. "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16760 of the Business and Professjons Code, 2. "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550, b, In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and Interest in and to all causes of action it may have. under Section 4 of the Clayton Act (15 U.S.C. Sec.15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552. c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of laction assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553, d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the'cause of action. See Government Code Section 4554. Initials: Page 7 of 7 City of Santa Ana 20-HCFC-00019 15. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the contractor acknowledges in accordance with Public Contract Code 7110, that: a. The contractor 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 9 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and b. The contractor, 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. 16. UNENFORCEABLE PROVISION, In the event that any provision of this Agreement Is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. 17. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub, Contract Code §10353, a, If for this Contract Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period. as may be specified elsewhere In this Contract) report to the awarding department the actual percentage of small business participation that was achieved. (Govt.Code § 14841.) b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere In this Contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841.) Ia. LOSS LEADER: If this cohtraot involves the furnishing of equipment, materials, or supplies then the following statement is Incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a 'loss leader" as defined In Section 17030 of the Business and Professions Code, (PCC 10344(e).) Initials