HomeMy WebLinkAboutORANGE, COUNTY OF HEALTH CARE AGENCY - 2009A-2009-062
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COOPERATIVE AGREEMENT
BETWEEN
COUNTY OF ORANGE
AND
CITY OF SANTA ANA
This Cooperative Agreement (``Agreement") is hereby entered into for the term of July 1,
~,(`` 2009 through June 30, 2010, by and between the City of Santa Ana, a charter city and
- ~ municipal corporation organized under the Constitution and laws of the State of California
``~~ ("City") and the County of Orange ("County").
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,~ ~
Recitals:
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A. City, on behalf of all jurisdictions in Orange County, has been designated to
r ~ '~ receive grant funding provided by the U.S. Department of Housing and Urban Development
'~-~ ~ (HUD) pursuant to the Housing Opportunities for Persons with AIDS (HOPWA) program;
and
B. City has entered into a HOPWA grant agreement with HUD; and
C. County has provided leadership and is responsible for planning, providing and
contracting for comprehensive HIV services and has prepared, in conjunction with the HIV
Planning Council, Orange County's HIV Plan for providing such services; and
D. City wishes to contract with County in order that County may obtain
supportive housing services by contract for persons with HIV disease, which services shall be
administered and monitored by County; and
E. County is agreeable to rendering such services on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, THE PARTIES MUTUALLY AGREE AS FOLLOWS:
I. COUNTY SERVICES
A. County shall serve as "HOPWA Project Sponsor" for the purpose of
contracting with organizations to provide supportive housing services, to persons with
HIV/AIDS residing in Orange County.
B. Nothing in this Agreement shall prevent City from entering into one or more
agreements with other political subdivisions within the County, if deemed necessary and
advisable to do so by City; provided however, the obligations and rights covered by this
Agreement shall not be altered or reduced, except as mutually agreed to in writing by City
and County.
C. County shall utilize competitive bidding and contracting procedures for
supportive housing services as required in HOPWA program regulations. As HOPWA
Project Sponsor, County's responsibilities and payments cover appropriate monitoring and
administration of contracts resulting from competitive bid.
D. County shall ensure that each agency subcontractor receiving funds through
this Agreement operates in accordance with the requirements of the applicable HUD
regulations for the HOPWA Program and other federal, state and local regulations as
appropriate.
E. County shall conduct an ongoing assessment of the supportive housing
services required by the participants in the program.
F. County shall assure the adequate provision of supportive services to the
participants in the program; and
G. County shall comply with such other terms and conditions, including record
keeping and reports for program monitoring and evaluation purposes, as HUD may establish
for purposes of carrying out the program in an effective and efficient manner. Quarterly and
Annual progress reports will be submitted by County within forty-five (45) days after the
quarter/year ends in a form consistent with HUD publication HUD-40110-C (11/97) or any
other form that HUD may require. [See Exhibit A (Quarterly Report) and Exhibit B (Annual
Report) attached hereto and incorporated herein by reference]. These reports shall include
copies of all Requests For Proposals (RFPs) released by County pursuant to this Agreement,
copies of contracts between County and service providers, as well as a summary of program
budgets and financial disbursements made under the terms of this Agreement.
H. ``Contract Officers" means the County's Health Care Agency Contract
Development and Management Manager or designee and the City's Housing and
Neighborhood Development Manager.
I. County shall ensure that any County Subgrantee/Subcontractor receiving
funds through this Agreement is informed that it must abide by the same terms and
conditions and responsibilities as set forth in this Agreement for the County to follow.
II. BUDGET
A. The following budget is an estimate only, of the costs of providing the services
hereunder. This budget may be modified by mutual written agreement of the Contract
Officers. The maximum obligation hereunder is $975,043.
Supportive Housing Services $906,790
Administration* (see B. below) 68,253
$975,043
B. The Administration costs shall be seven percent (7%) of the actual expended
grant funds.
C. All services and expenditures will be performed by June 30, 2010 and invoiced by
August 15, 2010. Any remaining funds under this Agreement will be de-obligated upon
termination of this Agreement.
III. PAYMENTS/COST REPORT
A. City shall pay County for the actual costs of providing the services hereunder,
whether provided directly by County or its subcontractors, provided, however, the total of all
payments to County shall not exceed the Maximum Obligation as specified hereinabove.
B. County shall invoice City monthly, in arrears, based on the actual cost of providing
and contracting for the services hereunder. County shall submit each invoice within forty-
five (45) days after the end of each month. City shall pay County no later than thirty (30)
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days following receipt of such invoice and complete documentation of services performed,
cost and number of persons served, and Monthly Invoice Summary (See Exhibit C attached
hereto and incorporated herein by reference). Final invoice must be submitted by August 15,
2010.
C. All invoices submitted by County shall be accompanied by source documentation
including, but not limited to, journals, time sheets, canceled checks, invoices and records of
services provided.
D. At such times and in such a format as the Contract Officers mutually agree in writing,
County shall prepare and submit to City report(s) of administrative costs incurred by County
in the performance of this Agreement.
E. The Cost Report(s) shall be financial and statistical report(s) submitted by County to
City, and shall serve as the basis for Final Settlement of this Agreement. The Cost Report (s)
shall detail all costs incurred by County to provide services hereunder.
F. Final Settlement shall be based upon the actual costs incurred by County to provide
services hereunder. If the Cost Report(s) indicates the total of City's payments to County are
less than County's cost to provide the services hereunder, City shall pay County the
difference; provided, however, the total payment shall not exceed the Maximum Obligation.
Payment due pursuant to the Cost Report(s) shall be made within thirty (30) days of the Final
Settlement determination.
IV. DISPUTE RESOLUTION
A. Either party may give written notice to the other, setting forth in specific terms the
existence and nature of any unresolved matter or concern related to the purposes and
obligations of this Agreement. Such notice shall be provided by and to the Contract Officers
on behalf of the parties. The Officers shall have fifteen (15) working days following such
notice to obtain resolution of any issue(s) identified in this manner, provided, however, by
mutual consent this period of time may be extended to thirty (30) days.
B. If the Officers are unable to obtain resolution of the issue(s), they shall submit a joint
written Statement describing the facts of the issue, within thirty (30) days after the written
notice described above to the Orange County Health Care Agency (HCA) Director and to the
Executive Director of the Community Development Agency (CDA) or designee for
resolution. If the Officers are unable to prepare a joint statement, each shall submit separate
statements to the HCA Director and Executive Director of City's Community Development
Agency within the thirty (30) day period. Such persons shall meet and make their best effort
to resolve the matter within thirty (30) days following submission of the statements.
Resolution of the dispute, or lack thereof, by the HCA Director and CDA Director or
designee shall be documented in the form of written correspondence exchanged by such
persons within ten (10) days following their meeting.
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V. INDEMNIFICATION
Each party agrees to indemnify and hold harmless the other party, its officers, agents,
and employees from all liability, claims, losses and demands, including defense costs,
whether resulting from court action or otherwise, arising out of the acts or omissions of the
indemnifying party, its officers, agents or employees or the condition of property used in the
performance of this Agreement.
VI. INSPECTIONS AND AUDITS
A. Any authorized representative of City, any authorized representative of the State of
California, the Secretary of the United States Department of Health and Human Services, the
Comptroller General of the United States Department of Housing and Urban Development or
any of their authorized representatives, shall have access to County books, documents, and
records, which such persons deem pertinent to the Agreement, for the purpose of conducting
an audit, evaluation, or examination, or making transcripts during the periods of retention set
forth in the Records/Confidentiality paragraph of this Agreement and the premises in which
they are provided.
B. County shall actively participate and cooperate with any person specified in
subparagraph A. above in any evaluation or monitoring of the services provided pursuant to
this Agreement, and shall provide the above mentioned persons adequate office space to
conduct such evaluation or monitoring.
VII. LICENSES AND LAW
A. County, its officers, agents, employees, and subcontractors shall, throughout the term
of this Agreement, maintain all necessary licenses, permits, approvals, certificates, waivers
and exemptions necessary for the provision of the services hereunder and required by the
laws and regulations of the United States Department of Health and Human Services, State of
California, County and any other applicable governmental agencies.
B. County shall comply with all laws, rules or regulations applicable to the services
provided hereunder, as any may now exist or be hereafter changed. These laws, rules, and
regulations shall include, but not be limited to the following:
1. United States Code (U.S.C.A.), Title 42, Section 12901-12912, AIDS Housing
Opportunity Act.
2. Code of Federal Regulations (CFR), Title 24, Part 574, Housing Opportunities
for Persons with AIDS.
3. CFR Title 24, Part 85, Common Rule to the Community Development Block
Grant Entitlement Program.
4. Office of Management and Budget (OMB) Circular No. A-87, Cost Principles
for State and Local Governments.
5. OMB Circular No. A-128, Single Audit Act of 1984.
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VIII. NONDISCRIMINATION
A. EMPLOYMENT -County warrants that it has developed and does maintain an
Affirmative Action program for employment which includes goals and timetables for
employment of women and minorities, which program meets the Affirmative Action
Guidelines of the United States Equal Opportunity Commission and all appropriate state and
federal laws and regulations.
B. SERVICES, BENEFITS, AND FACILITIES -Neither County, nor any of its
contractors, shall discriminate in the provision or services, the allocation of benefits, or in the
accommodation in facilities on the basis of ethnic group identification, race, religion,
ancestry, creed, color, sex, marital status, national origin, age (40 and over), sexual
preference, medical condition, or physical or mental handicap in accordance with Title VI of
the Civil Rights Act of 1964, 42 U.S.C.A. §2004d and all other pertinent rules and
regulations promulgated pursuant thereto, and as otherwise provided by State law and
regulations, as all may now exist or be hereafter amended or changed.
C. DISABLED INDIVIDUALS -County and its contractors shall agree to comply with
the provisions of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C.A 794 et seq., as
implemented in 45 CFR 84.1 et seq.), and the Americans with Disabilities Act of 1990 (42
U.S.C.A. 12101 et seq.), pertaining to the prohibition of discrimination against qualified
disabled persons in all programs or activities, as they exist now or may be hereafter amended
together with succeeding legislation.
D. RETALIATION -Neither County, nor its employees, agents, or contractors shall
intimidate, coerce or take adverse action against any person for the purpose of interfering
with rights secured by Federal or State laws, or because such person has filed a complaint,
certified, assisted or otherwise participated in an investigation, proceeding, hearing or any
other activity undertaken to enforce rights secured by Federal or State law.
IX. NOTICES
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed
by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic
communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702-1988
telefacsimile (714) 647-6956
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With courtesy copies to:
City of Santa Ana
Linda Foster, HOPWA Coordinator
20 Civic Center Plaza (M-27)
Santa Ana, California 92702-1988
To County: County of Orange
Health Care Agency
Contract Development and Management
405 West 5th Street, 6th Floor
Santa Ana, CA 92701
A party may change its address by giving notice in writing to the other party. Thereafter, any
notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
communication shall be effective or deemed to have been given three (3) days after it has
been deposited in the United States mail, duly registered or certified, with postage prepaid,
and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand,
delivery, or other communication shall be effective or deemed to have been given twenty-
four (24) hours after the time set forth on the transmission report issued by the transmitting
facsimile machine, addressed as set forth above. For purposes of calculating these time
frames, weekends, federal, state, County or City holidays shall be excluded.
X. RECORDS/CONFIDENTIALITY
a. The parties, and any subcontractors, shall prepare and maintain any records
required by laws, regulations and procedures applicable to their responsibilities under this
Agreement.
b. The parties agree to maintain the confidentiality of any records which pertain to
this Agreement in accordance with applicable state and federal laws and regulations.
Financial records related to this Agreement shall be maintained for two (2) years after
termination of this Agreement.
c. "Confidential Information" shall include all nonpublic information. Confidential
information includes not only written information, but also information transferred orally,
visually, electronically, or by other means. Confidential information disclosed to either party
by any subsidiary and/or agent of the other party is covered by this Agreement.
XI. JURISDICTION/VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be governed and construed in accordance with the laws of the State of
California. This Agreement has been executed and delivered in the State of California and
the validity, interpretation, performance, and enforcement of any of the clauses of this
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Agreement shall be determined and governed by the laws of the State of California. Both
parties further agree that Orange County, California, shall be the venue for any action or
proceeding that may be brought or arise out of, in connection with or by reason of this
Agreement.
XII. SEVERABILITY
If a court of competent jurisdiction declares any provision of this Agreement or
application thereof to any person or circumstances to be invalid or if any provision of this
Agreement contravenes any Federal, State, or County statute, ordinance, or regulation, the
remaining provisions of this Agreement or the application thereof shall remain valid, and the
remaining provisions of this Agreement shall remain in full force and effect, and to that
extent the provisions of this Agreement are severable.
XIII. INDEPENDENT CONTRACTOR
County is, and shall at all times be deemed to be, an independent contractor and shall
be wholly responsible for the manner in which it performs the services required of it by the
terms of this Agreement. County is entirely responsible for compensating staff and
consultants employed by County. This Agreement shall not be construed as creating the
relationship of employer and employee, or principal and agent, between County and City or
any of County's employees, agents, or subcontractors, or principal and agent, between
County and City or any of County's employees,. County assumes exclusively the
responsibility for the acts of its employees, agents or subcontractors as they relate to the
services to be provided during the course and scope of their employment. County, its agents,
employees, or subcontractors, shall not be entitled to any rights or privileges of City
employees and shall not be considered in any manner to be City employees.
XIV. TERM
The term of this Agreement shall commence and terminate as specified herein, unless
otherwise sooner terminated as provided in this Agreement; provided, however, County shall
be obligated to perform such duties as would normally extend beyond this term, including
but not limited to, obligations with respect to indemnification, audits, reporting and
accounting.
XV. TERMINATION
A. Either party may terminate this Agreement, without cause, upon ninety (90)
days written notice given the other party.
B. Either party may terminate this Agreement, upon thirty (30) days written
notice given the other party for material breach after failure to resolve the breach pursuant to
the Dispute Resolution paragraph of this Agreement.
C. The rights and remedies of County or City provided in this Termination
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paragraph shall not be exclusive, and are in addition to any other rights and remedies
provided by law or under this Agreement.
XVI. THIRD PARTY BENEFICIARY
Neither party hereto intends that this Agreement shall create rights hereunder in third
parties including but not limited to any subcontractors or any patients provided services
hereunder.
XVII. WAIVER OF DEFAULT OR BREACH
Waiver of any default by County or City shall not be considered a waiver of any
subsequent default. Waiver of any breach of County or City of any provision of this
Agreement shall not be considered a waiver of any subsequent breach. Waiver of any default
or any breach by County or City shall not be considered a modification of the terms of this
Agreement.
XVIII. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or
damages to City in the event that such authority or power is not, in fact, held by the signatory or
is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in the County of
Orange, State of California, on the date and year first above written.
ATTEST:
PATRICIA E. HEALY ~...~/ 1J~
~'~ ~ Clerk of the Council
CITY OF SANTA ANA:
~'
DAVID N. REAM
City Manager
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
Lisa E. Storck
Assistant City Attorney
COUNTY OF ORANGE
BY: 1~~~ _
CHAIRM OF THE BO SUPERVISORS
SIGNED AND CERTIFIED THAT A COPY
OF THIS DOCUMENT HAS BEEN DELIVERED
TO THE CHAIRMAN OF THE BOARD.
~ ~ ~ t" ~ ~,~1 r
n ~ ~( ~,
DARLENE J. BLOOMgp.~ ~,~~ ~~¢y, ~ Sid
Clerk of the Board of Supervisors
of Orange County, California
APPROVED AS TO FORM:
OFFICE OF THE COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
DEPUTY ~ ~ z / - 0 9
~~~•.
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FORM A
HOPWA ACCOMPLISHMENT REPORT
Organization:
Program or Project:
Location:
1. Select the one category that best describes service provided with HOPWA Funds:
^ Facility Based Housing (with or w/out Supp Svcs) .................. Submit Form A, B & E
^ Scattered Site: (e.g. TBRA, EFA, STRMU) .............................. Submit Form A, B & C
^ Housing Coordination/Admin ................... ...........Submit Form A & D
...................
Supportive Services Only (e.g. Detox, Life Skills) ................... Submit Form A, B & E
2. Check Box Indicating Report Period:
^ 1St Quarter (7/1 - 9/30) ^ 2"d Quarter (10/1 - 12/31
^ 3~d Quarter (1/1 - 3/31) ^ 4t" Quarter (4/1 - 6/30) )
^ Year End Report
3. Amount of HOPWA Expended In Reporting Period: ~
4. Number of Unduplicated Persons Assisted in Reporting Period:
Number of Duplicated Persons Assisted in Reporting Period:
5. For Construction Projects, Number of Units Completed:
Please attach applicable Report Forms and a short narrative summary for each
service funded with HOPWA funds.
I certify that the information within this quarterly report is true and correct.
Name: Title:
Signature: Date:
Telephone: Fax : Email:
or
Revised 05/05/09
FORM B
HOPWA DEOMOGRAPHICS REPORT
Organization:
Program:
Persons Receiving Housing Assistance:
Number of Persons with HIV/AIDS:
Number of Other Family Members:
TOTAL:
Total Households Receiving Housing Assistance:
M
~nthl Income of Households:
$0-$250 $251-$500 $501-$1000 $1001-$1500 $1501-$2000 Over $2000
Race / Ehtnicity:
American Indian/Alaskan Native:
Asian:
Black/African American:
Native Hawaiian/Other Pacific Islander:
White:
American Indian/Alaskan Native & White:
Asian & White:
Black/African American & White:
Am. Indian/Alaskan Native & Black/African Am.:
Other Multi-Racial:
Balance of individuals reporting more than one race:
Tota I:
Recent Living Situation:
Homeless /Streets:
Transitional Housing:
Emergency Shelter:
Psychiatric Facility:
Substance Abuse Treatment:
Hospital /Medical:
Jail /Prison:
Domestic Violence:
Living w/ Relative or Friend
Rental Housing:
Participant-owned Housing:
Life Event:
Other:
Report Race of All I Number of Family Members
Famiiy Members Identifying as Hispanic /Latino
Entering From:
Leaving To:
Revised 05 /05/09
REPORT FORM C
SCATTERED SITE HOUSING ACTIVITY
(Tenant Based Rental Assistance, Emergency Housing/Utility Assistance)
ACTIVITY NAME:
ACTIVITY LOCATION:
DATE PAYMENTS BEGAN:
Number of Units Assisted by Payment Tvpe:
SRO 0 Bdrm 1 Bdrm 2 Bdrms 3 E3rlrmc d Rrlrm~ ei o.r-~-
Tenant-Based Rent
Rent, Mort a e, Utilities
Rent, Mort a e, Utilities
Expenditures By Type:
Tenant Based Rental Assistance: $ STRMU Assistance: $
Total Families Assisted with Housing Assistance:
Program Departure Counts:
Number of Months
Voluntary:
Nonpayment of rent:
Supportive Service noncompliance:
Unknown:
Criminal:
Death:
Other:
Available HOPWA Funds:
Total HOPWA Funds for Project:
Total HOPWA Expended To Date:
Project Balance Remaining:
Leveraging (for year end report only):
Non-HOPWA Funds:
Value of In-Kind Support:
Total of Leveraged Amounts:
<3 3-6 7-12 >12
Revised 05/05/09
ORGANIZATION:
PROGRAM:
REPORT FORM D
(Housing Information /Coordination, Admin)
Total Households Receiving Housing Information:
Estimated Persons Receiving Housing Information:
HOPWA EXPENDITURE DETAIL
Enter the amount of HOPWA funds expended during the report period for one or more of the activities listed below:
Housing Coordination:
Administrative Costs: $
Total: $
Available HOPWA Funds:
Total HOPWA Funds for Project: $
Total HOPWA Expended To Date: $
Project Balance Remaining: $
Leveraging (for year end report only):
Non-HOPWA Funds: $
Value of In-Kind Support: $
Total of Leveraged Amounts: $
Revised 05/05/09
Program:
Location:
REPORT FORM E
SUPPORTIVE SERVICES
Receiving Supportive Svcs Receiving Supportive Svcs
w/ Housing Assistance Only
Persons With HIV/AIDS
Other Persons in Family Unit
Total
Supportive Services
1. Outreach
2. Case Management/ Advocacy/Access to Benefits Svcs
3. Life Management (outside of Case Management
4. Nutritional Services/Meals
5. Adult Day care and Personal Assistance
6. Child Care and other Children's Services
7. Education "
8. Employment Assistance''
9. Alcohol and Drub Abuse Services
10. Mental Health Services
11. Health/Medical/Intensive Care Services
12. Permanent Housing Placement
13. Transitional Shelter
14. Other
15. Other
TOTAL
$ Expended
S
• Number of Jobs /New Employment that Result from # 7 & 8
Available HOPWA Funds:
Total HOPWA Funds for Project: $
Total HOPWA Expended To Date: $
Project Balance Remaining: $
Leveraging (for year end report only):
Non-HOPWA Funds: $
Value of In-Kind Support: $
Total of Leveraged Amounts: $
# of Persons Served
Revised 05/05/09