HomeMy WebLinkAboutItem 16 - First Amendment to the Conditional Grant Agreement with Illumination Health + Home for the Richard Lehn Intergenerational Housing Project to Amend Disbursement Provisions for Homeless Housing, Assistance and Prevention Program Funds Community Development Agency
www.santa-ana.org/community-development
Item # 16
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 19, 2026
TOPIC: First Amendment to Conditional Grant Agreement with Illumination Health +
Home for the Richard Lehn Intergenerational Housing Project
AGENDA TITLE
First Amendment to the Conditional Grant Agreement with Illumination Health + Home
(formerly Illumination Foundation) for the Richard Lehn Intergenerational Housing
Project to Amend Disbursement Provisions for Homeless Housing, Assistance and
Prevention Program Funds (Non-General Fund)
RECOMMENDED ACTION
Authorize the City Manager to execute a First Amendment to the Conditional Grant
Agreement with Illumination Health + Home (formerly Illumination Foundation) to amend
certain disbursement provisions related to the Richard Lehn Intergenerational Housing
Project located at 918 North Bewley Street and allow expenditure of remaining
Homeless Housing, Assistance, and Prevention Program funds prior to the State of
California's expenditure deadline (Agreement No. A-2026-XXX).
GOVERNMENT CODE 484308 APPLIES: Yes
DISCUSSION
On October 15, 2024, City Council authorized the City Manager to execute a
Conditional Grant Agreement with Illumination Health + Home (formerly Illumination
Foundation) for $2,021,319 in Homeless Housing, Assistance, and Prevention (HHAP)
Program Round 1, 2, and 3 funds for the development of the Richard Lehn
Intergenerational Housing Project located at 918 Bewley Street (Exhibit 1). The Richard
Lehn Intergenerational Housing Project (Project) is an 11-unit permanent supportive
housing project currently under construction. The Project includes the rehabilitation of
two (2) two-story residential buildings into eleven (11) residential units comprised of two
(2) one-bedroom units, seven (7) two-bedroom units, and two (2) three-bedroom units.
One (1) one-bedroom unit and seven (7) two-bedroom units will be restricted to
homeless youth at or below 30% of the Area Median Income (AMI). The two (2) three-
bedroom units will be structured as shared housing for homeless senior citizens at or
below 50% of the AMI. A comprehensive array of wraparound supportive services will
be provided by Illumination Health + Home staff to ensure residents achieve healthy,
independent, and fulfilling lives.
Following approval by City Council, the City disbursed the "Initial Disbursement" of 90%
or $1,819,187 in HHAP Program funds in accordance with the Conditional Grant
First Amendment to Conditional Grant Agreement with Illumination Health + Home
May 19, 2026
Page 2
Agreement. The remaining balance is for the "Final Disbursement" of 10% or $202,132
to be disbursed after the Project is complete. However, current State requirements
require that HHAP Program Round 3 funds must be expended by June 30, 2026. Any
unexpended funds remaining after this expenditure deadline will be subject to recapture
or return to the State of California Department of Housing and Community Development
(State).
While construction activities remain substantially on schedule and in compliance with
the Conditional Grant Agreement, Illumination Health + Home has advised the City that
final project completion is dependent upon energization and utility service installation by
Southern California Edison. Illumination Health + Home submitted their utility service
application on February 12, 2026, and has since experienced delays related to
administrative processing, resubmittals, classification reviews, and delayed assignment
of an SCE planner. An SCE planner was not assigned until April 15, 2026, and several
additional utility review and installation steps remain outside Illumination Health +
Home's control.
Because final energization is not expected to occur before June 30, 2026, the City risks
losing the remaining $202,132 in HHAP Program Round 3 funds unless a First
Amendment to the Conditional Grant Agreement for the Project is approved by City
Council to allow for the disbursement of these funds prior to the State's expenditure
deadline (Exhibit 2). The proposed First Amendment would authorize the City, in its sole
and absolute discretion, to disburse remaining HHAP funds prior to June 30, 2026, for
eligible reimbursable costs incurred by Illumination Health + Home and consistent with
HHAP requirements. The First Amendment would authorize an exception to the existing
final disbursement timing provisions before project completion in order to preserve and
timely expend the remaining HHAP Program Round 3 funds before the State's June 30,
2026 expenditure deadline.
Therefore, staff is recommending approval of the First Amendment to Conditional Grant
Agreement to protect the City's remaining HHAP Program Round 3 allocation, preserve
funding for the Project, and ensure continued progress toward expanding housing
opportunities for youth and seniors experiencing homelessness in Santa Ana. The
successful completion of this Project also supports the City in meeting their Housing
Element goals and associated policies, and the City's 2021-2029 Regional Housing
Needs Assessment goals before December 31, 2029.
FISCAL IMPACT
Funds for the Conditional Grant Agreement in the amount of$202,132 are budgeted
and available in the Homeless Housing, Assistance, and Prevention Program Fund
account as shown below for expenditure in FY 2025-26.
Fiscal Accounting Fund Description Accounting Unit, Amount
Year Unit-Account Account Description
Homeless Housing,
FY 25-26 12218717-69152 Assistance and Prevention Loans and Grants $202,132
Program Round 3 Funds
Total Expenditures 1 $202,132
First Amendment to Conditional Grant Agreement with Illumination Health + Home
May 19, 2026
Page 3
EXHIBIT(S)
1. Staff Report from October 15, 2024
2. First Amendment to Conditional Grant Agreement
Submitted By: Michael L. Garcia, Executive Director of Community Development
Approved By: Alvaro Nunez, City Manager
EXHIBIT 2
FIRST AMENDMENT TO
CONDITIONAL GRANT AGREEMENT
by and between
CITY OF SANTA ANA,
a California charter city,
and
ILLUMINATION HEALTH+HOME (FORMERLY ILLUMINATION FOUNDATION),
a California nonprofit corporation.
918 North Bewley Street(APN 198-231-10)
Dated: May [19], 2026
EXHIBIT 2
FIRST AMENDMENT TO CONDITIONAL GRANT AGREEMENT
HOMELESS HOUSING, ASSISTANCE AND PREVENTION GRANT
THIS FIRST AMENDMENT TO CONDITIONAL GRANT AGREEMENT ("First
Amendment") is made and entered into as of May [19], 2026, by and between the CITY
OF SANTA ANA, a California charter city("City"), and ILLUMINATION HEALTH +HOME
(FORMERLY ILLUMINATION FOUNDATION), a California nonprofit corporation
("Grantee").
RECITALS
A. City and Grantee entered into that certain Conditional Grant Agreement dated October 15,
2024 ("Agreement") for the Project located at 918 North Bewley Street, Santa Ana,
California. A copy of the Agreement is attached hereto as Exhibit A and incorporated herein
by reference.
B. City received Homeless Housing, Assistance and Prevention Program("HHAP") funds from
the State of California and awarded HHAP funds to Grantee pursuant to the Agreement in the
amount of Two Million Twenty One Thousand Three Hundred Nineteen Dollars
($2,021,319) (the "HHAP Grant").
C. The parties desire to amend the Agreement to modify certain provisions of the Agreement to
allow for the disbursement of the HHAP Grant prior to June 30, 2026. This change will
allow the City and Grantee to expend the HHAP Grant within the HHAP expenditure
deadlines.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained, City and Grantee agree as follows:
AMENDMENTS
1. Section 3.3 (City Authority for Disbursements). Section 3.3 is hereby added to state the
following:
"Notwithstanding any provision of this Agreement to the contrary, City may, in its sole and
absolute discretion, disburse any remaining HHAP funds prior to June 30, 2026, for eligible
costs incurred by Grantee consistent with the HHAP requirements, including reimbursement
for eligible costs previously incurred, provided that such disbursement complies with all
applicable state guidelines and funding requirements."
EXHIBIT 2
2. Section 4.2(c). Section 4.2(c) is hereby added to state the following:
"Final Disbursement Timing Exception.Notwithstanding any other provision of this
Agreement,City may make the Final Disbursement of the HHAP Grant prior to June 30,
2026,provided that the expenditures comply with the HHAP requirements. The City may,in
its sole and absolute discretion, impose terms and conditions on the Final Disbursement."
3. Grantee acknowledges and understands that, if the Final Disbursement is not expended by
June 30, 2026, then the City may be required to withhold or demand repayment of this
portion of the HHAP Grant,
4. Grantee represents and warrants that it changed its name from "The Illumination Foundation"
to "Illumination Health+Home," as reflected by the Certificate of Amendment, filed with
the California Secretary of State on or about March 17, 2025 and that,except for the change
in name, the legal entity remains the same.
5. Except as expressly modified herein, all other terms and conditions of the Agreement shall
remain in full force and effect.
ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Alvaro Nunez
City Clerk City Manager
Dated: Dated:
APPROVED AS TO FORM:
SONIA R. CARVALHO, City Attorney
By: Q
Matthew Cody
Best, Best&Krieger
Special Counsel for the City
2 �Dated: ZOuv
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RECOMMENDED FOR APPROVAL:
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Michael L. Garcia
Executive Director
Community Development Agency
EXHIBIT 2
GRANTEE
ILLUMINATION HEALTH + HOME
By: _ a
Name: Poo'a alla
Title: Chief xecutive Officer
Tax ID: 33-0315864
Unique Entity ID: KUA8LPUW9TK9
EXHIBIT 2
EXHIBIT A
CONDITIONAL GRANT AGREEMENT
[SEE FOLLOWING PAGES]
EXH 6022-169
!Return FULLY EXECUTED
Copy to City Clerk, M-30
CONDITIONAL GRANT AGREEMENT
by and between
CITY OF SANTA ANA,
a California charter city,
and
ILLUMINATION FOUNDATION,
a California nonprofit corporation.
918 North Bewley Street (APN 198-231-10)
Dated: October 15, 2024
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EXHIBIT 2
CONDITIONAL GRANT AGREEMENT
HOMELESS HOUSING,ASSISTANCE AND PREVENTION GRANT
THIS CONDITIONAL GRANT AGREEMENT ("Agreement") dated, for
identification purposes only, as of October 15, 2024, is made and entered into by and between the
City of Santa Ana, a charter city and municipal corporation ("City"), and Illumination
Foundation, a nonprofit organization("Grantee")with reference to the following:
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, effective July I
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 to support regional coordination and expand or develop local capacity to address 1
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.
B, City is the recipient of HHAP funds provided to local jurisdictions from the State
of California in HHAP Rounds 1, 2; and 3. In 2020,the City entered into Agreement Number 20-
HHAP-00019 with the State of California receiving and recognizing $8,422,162.84 in 1-114AP-1
funds("State HHAP-1 Agreement").In 2021,the City entered into Agreement Number 2 1-HHAP-
00012 with the State of California.receiving and recognizing $3,981,386 in HHAP-2 grant funds
("State HHAP-2 Agreement"). In 2022, the City entered into Agreement Numbers 22-HHAP- f
10004 and 22-HHAP-20004 with the State of California receiving and recognizing $2,058,070.40
and $8,232,281.35, respectively, for a total of $10,290,351.69 in HHAP-3 grant funds ("State
HHAP-3 Agreement"). The State of California requires that a portion of the HHAP Round 1, 2,
and 3 funds be used for homeless youth aged 12 to 24 years old. True and correct copies of the
State HHAP-1, HHAP-2, and HHAP-3 Agreements are attached hereto as Exhibit E and
incorporated herein by this reference.
C. Grantee is the owner of that certain real property located at 918 N. Bewley Street,
Santa Ana,California 92703,with Assessor Parcel Number 198-231-10,which is more particularly
described in the legal description attached hereto as Exhibit A. (the "Property"). The Property
contains buildings that were formerly used by The Lovers of the Holy Cross Sisters as a convent
and preschool. The total area of the lot is 37,915 square feet, which includes two (2) two-story
residential buildings and the building used as a preschool. Grantee desires to renovate the existing
residential buildings for the purpose of using the Property as an eleven(11)unit affordable housing
project, which will include: one (1) one-bedroom unit and seven (7) two-bedroom units for
homeless youth, two (3) three-bedroom units for homeless senior housing, and one (1) one-
bedroom unrestricted manager's unit (the "Project"). The Project also includes twenty-nine (29)
parking spaces, with twenty (20) spaces for residents and nine (9) spaces for the intended
preschool, with one (1) accessible space and one (1) loading parking stall.
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EXHIBIT 2
D. Grantee responded to a Request for Proposals (RFP #22-119) from the City, and
the Project was selected for an award of HHAP funds, Consistent with the Pre-Commitment Letter
from the City dated July 18, 2023, City desires to provide financial assistance to Grantee for the
Project by providing a grant to Grantee in an amount not to exceed Two Million Twenty One
Thousand Three Hundred Nineteen Dollars ($2,021,319) on terms and conditions set forth in this
Agreement ("HHAP Grant").
E. The amount of the HHAP Grant was determined based upon the City's review of
the Grantee's proposal, and the proforma and projected cash flows for the Project submitted by the
Grantee to the City ("Proforma"). The City Project Manager has authority to approve revisions to
the Proforma and projected cash flows for the Project, provided that the HHAP Grant is not
materially increased or extended.
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F. Grantee desires to accept the HHAP Grant on the terms and conditions set forth in
this Agreement. Among other things, this Agreement requires an Affordable Housing Regulatory
Agreement with Declaration of Restrictive Covenants and Conditions ("Regulatory Agreement")
must be recorded against the Property and other protections to ensure the affordable housing
requirements of this Agreement.
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G. Grantee represents that it has the requisite qualifications,expertise,and experience
to develop, construct and rehabilitate the Project and is willing to use said HHAP Grant for the
Project.
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H. This 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.
I. The Project is in the best interest of the City and the health, safety and welfare of
the residents of the City, and in accordance with the public purposes and provisions of applicable j
federal, state and local laws and requirements. '
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NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained, City and Grantee agree as follows:
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1. DEFINITIONS AND INTERPRETATION
1.1 Defined Terms.All capitalized terms used herein,including,without limitation, in
the Recitals above and in all other Project Documents, unless otherwise expressly defined, are
defined where first used in this Agreement and/or as set forth in this Article 1.
(a) "Affordable Housing Unit" shall mean the ten(10) affordable units
restricted for occupancy by the Regulatory Agreement as follows: one(1) one-bedroom unit and
seven (7)two-bedroom units shall be restricted for occupancy by Qualified Homeless Youth
who qualify as Extremely Low Income, and two (3)three-bedroom units shall be restricted for
occupancy by Qualified Seniors who qualify as Very Low Income, as further defined in the
Regulatory Agreement.
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EXHIBIT 2
(b) "Building Permit" means the building permit(s) issued by City and
required for the construction.
(c) "Business Day" means any Monday, Tuesday,Wednesday, Thursday or
Friday on which Santa Ana City Hall is open to the public to conduct City affairs.
(d) "Calendar Year" means each consecutive twelve (12)month period
from January 1 to December 31.
(e) "Certificate of Completion" has the meaning set forth in Article 13.
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(f) "City" means the City of Santa Ana, California, a charter city and
municipal corporation.
(g) "City Deed of Trust"means the performance deed of trust referenced in
Section 4.1(e).
(h) "City Project Manager" shall mean the City's Housing Division
Manager, Homeless Services Manager and/or his/her designee.
(i) "County" means the County of Orange, California.
(�) "Extremely Low Income" means an adjusted income that does not
exceed thirty percent(30%)of the area median income for the Orange County, California t
PMSA, adjusted for household size, as published by HUD.
(k) "Extremely Low Income Household"means an individual or family
whose income qualifies as Extremely Low Income, adjusted for household size, as published by
HUD.
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(1) "Governmental Authority" means any governmental or quasi-
governmental agency, board, bureau, commission, department, court, administrative tribunal or
other instrumentality or authority, and any public utility.
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(m) "Grantee" means Illumination Foundation, a California nonprofit
corporation, and its permitted successors and assigns to all or any part of the Property, Project
or this Agreement.
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(n) "Hazardous Materials" means flammable materials, explosives,
radioactive materials, hazardous wastes,toxic substances and similar substances and materials,
including all substances and materials defined as hazardous or toxic wastes, substances or 1
materials under any applicable law, including without limitation the Resource Conservation and
Recovery Act, 42 U.S.C. §§ 6901 et seq., and the Comprehensive Environmental Response,
Compensation and Liability Act of 1980,42 U.S.C. §§ 9601, et seq., as amended. Hazardous
Material shall not include (i) construction products, household cleaners and office materials of
the type and quantity ordinarily used in the normal construction, operation, ownership,
occupancy and maintenance of properties similar to the Project or(ii) small amounts of
household mold to the extent promptly remediated upon discovery.
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EXHIBIT 2
"HUD" II
(o) HUD means the United States (U.S.)Department of Housing and
Urban Development, and any successors or assigns thereof.
(p) "Improvements" means all improvements and fixtures now and
hereafter comprising the Project or any portion of the Property, including, without limitation,
landscaping,trees and plant materials; and offsite improvements, as required through the City of
Santa Ana Planning and Building Agency entitlement process.
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(q) "HHAP Grant" means a grant in the original principal amount of up to
Two Million Twenty One Thousand Three Hundred Nineteen Dollars ($2,021,319) to be made j
to Grantee by the City to be funded exclusively from the HHAP funds.
(r) "Indemnitees" has the meaning set forth in Section 10.5.
(s) "Laws" means all statutes, laws, ordinances,regulations, orders, writs, i
judgments, injunctions, decrees or awards of the United. States or any state, county, municipality
or other Governmental Authority.
(t) "Lien" means any lien, mortgage,pledge, security interest, charge or
encumbrance of any kind, including any conditional sale or other title retention agreement, any
lease in the nature thereof, and any agreement to give any lien or security interest.
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(u) "Project" means the Project Description/Scope of Work attached hereto I
as Exhibit B and generally described in Recital C.
(v) "Project Budget" means the line-item budget for the Project attached
hereto as Exhibit C, as modified from time to time in accordance with this Agreement.
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(w) "Property" means the property located at 918 Bewley Street, Santa Ana,
California 92703, with Assessor Parcel Number 198-231-10, which is more particularly
described in the legal description attached hereto as Exhibit A.
(x) "Qualified Senior(s)"means any person over the age of 62 who qualifies
as "homeless" within the meaning of Section 578.3 of 24 C.F.R. § 578.3, and whose Gross
Income does not exceed the limit for a Very Low Income Household.
(y) "Qualified Homeless Youth"means any person between the age of
eighteen(18) and twenty four(24) who qualifies as "homeless" within the meaning of Section 1
578.3 of 24 C.F.R. § 578.3, and whose Gross Income does not exceed the limit for an Extremely
Low Income Household. Qualified Homeless Youth include unaccompanied youth who are
pregnant or parenting.
(z) "Regulatory Agreement" means the recorded affordability covenants j
required.by Section 4.1 and attached.hereto as Exhibit D.
(aa) "Scope of Work" means the detailed statement of the work to be
performed by Grantee on and to the Property for the Project pursuant to this Agreement,which
document is attached hereto as Exhibit B.
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EXHIBIT 2
(bb) "Senior Lender" means a commercial or private financial institution
providing the Senior Loan or any other holder of the Senior Loan Note.
(cc) "Senior Loan" means a loan from the Senior Lender concurrent to the
HHAP Grant for payment of a portion of the construction costs, and shall include any
subsequent loan that permanently refinances the initial Senior Loan.
(dd) Senior Loan Deed of Trust means the first deeds of trust securing
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the Senior Loan by encumbering the Property.
(ee) "Senior Loan Documents" means, collectively, the loan agreement
governing the Senior Loan, the Senior Loan Note,the Senior Loan Deed of Trust, and any other
agreement, document or instrument that the Senior Lender requires in connection with the
Senior Loan.
(ff) "Very Low Income"means an adjusted income that does not exceed
fifty percent(50%) of the area median income for the Orange County, California PMSA,
adjusted for household size, as published by HUD.
(gg) "Very Low Income Household" means an individual or family whose 11
annual income qualifies as Very Low Income, adjusted for household size, as published by
HUD.
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1.2 Singular and Plural Terms.Any defined term used in the plural in this
Agreement shall refer to all members of the relevant class and any defined term used in the
singular shall refer to any number of the members of the relevant class.
1.3 References and Other Terms. Any reference to this Agreement shall include
such document both as originally executed and as it may from time to time be modified.
References herein to Articles, Sections and Exhibits shall be construed as references to this
Agreement unless a different document is named. References to subparagraphs shall be construed
as references to the same Section in which the reference appears. The term "document" is used in
its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and
other written material of every kind. The terms "including" and "include" mean "including
(include) without limitation."
1.4 Exhibits Incorporated. All exhibits to this Agreement, as now existing and as
the same may from time to time be modified, are incorporated herein by this reference. The ]
exhibits attached hereto and incorporated herein include:
Exhibit A—Legal Description of the Property
Exhibit B —Project Description/Scope of Work
Exhibit C—Project Budget
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Exhibit D—Affordable Housing Regulatory Agreement and Declaration of Covenants
and Restrictions
Exhibit E— State HHAP Round 1, 2 and 3 Agreements
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EXHIBIT 2
Exhibit F--City Deed of Trust
Exhibit G—NEPA Mitigation Measures
Exhibit H--Community Workforce Agreement(if applicable)
2. SCOPE OF WORK/PROJECT BUDGET
The Project is generally described in Exhibit B, and shall comprise of the rehabilitation j
of the Property as described in Recital C, to provide eleven(11)residential housing units, with
ten (10) restricted as Affordable Units, and one (1) one-bedroom unrestricted manager's unit.
The "Scope of Work" for the Project is attached hereto as Exhibit B.Any material change to
the Scope of Work requested by the Grantee shall be subject to the prior written approval of the
City Project Manager. The Scope of Work sets forth the construction work that shall be
performed on the Property for the Project and timeframes for approvals of such work.
A line-item budget for the Project, including a summary of statement of sources and uses
of funds, is provided in Exhibit C ("Project Budget").
3. CONDITIONAL HHAP GRANT
3.1 Provided Grantee complies with the terms of this Agreement and the Regulatory
Agreement, Grantee will be subject to no repayment obligation. In the event the Project is not
constructed in compliance with the Scope of Work within two (2)years from the date of the
first disbursement of the HHAP Grant fiends, the City may terminate this Agreement and,
pursuant to the default remedy provisions of this Agreement set forth in Section 6.1, the City
shall seek repayment of all HHAP Grant funds.
3.2 Amount and Purpose. Subject to the terms and conditions of this Agreement,
City agrees to make the HHAP Grant to Grantee in an amount not to exceed Two Million
Twenty One Thousand Three Hundred Nineteen Dollars ($2,021,319), as follows: an initial
disbursement of One Million Eight Hundred Nineteen Thousand One Hundred Eighty Seven
Dollars ($1,819,187) (the "Initial Disbursement") upon complete execution of this Agreement
and satisfaction of the Conditions to Disbursement of HHAP Grant Proceeds, and Two Hundred
Two Thousand One Hundred Thirty Two Dollars ($202,132)(the"Final Disbursement") upon
completion of construction of the Project. Grantee may use the proceeds in accordance with this
Agreement for expenses that are actually and reasonably incurred by Grantee for the Project as
set forth in the Scope of Work, and for no other purpose.
4. CONDITIONS TO DISBURSEMENT OF GRANT PROCEEDS
4.1 Conditions Precedent. City's obligation to disburse the HHAP Grant is subject
to the satisfaction of the following conditions precedent:
(a) City Council. Review, approval and execution of this Agreement and the
Regulatory Agreement.
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EXHIBIT 2
(b) Code_Compliance. Compliance with California Health and Safety Code
and applicable regulations set forth in Section 34176.
(e) Environmental Review. Compliance with and completion of
environmental review of the Project pursuant to the California Environmental Quality Act
("CEQA") and the National Environmental Policy Act ("NEPA"), and review by the State
Historic Preservation Offices ("SHPO").
(d) Recordation of RegulatorA eement. The ten(10) "Affordable Units" at
the Project shall and will be rented to Qualified Homeless Youth and Qualified Seniors who
qualify as Extremely Low Income and Very Low Income for an Affordable Rent for a period of
fifty-five (SS) years, in accordance with the Regulatory Agreement, which shall be recorded
against the Project in the Official Records, County of Orange, California("Official Records"),
subject only to those matters of public record to which the City agrees to in writing. Grantee
will have a local preference for individuals who live, work or attend public schools in the City
of Santa Ana in the selection of eligible residents.
(e) Recordation of the City Deed of Trust. The City Deed of Trust shall be
recorded against the Property in the Official Records, subject only to those matters of public f
record to which the City agrees to in writing.
(f) Insurance. City shall have received evidence satisfactory to the City j
Attorney that all of the policies of insurance required by Section 19 of this Agreement are in full j
force and effect.
(g) Re resentations and Warranties. The representations and warranties of
Grantee contained in this Agreement shall be correct in all material respects as of the date of
disbursement as though made on and as of that date,and if requested by the City Project Manager,
City shall have received a certificate to that effect signed by Grantee's Representative.
(h) No Default. No Event of Default by Grantee shall have occurred, and no
event shall have occurred which, with the giving of notice or the passage of time or both, would
constitute an Event of Default by Grantee under this Agreement, and if requested by the City
Project Manager, City shall have received a certificate to that effect signed by Grantee's
Representative.
(i) Satisfactory Progress. The City Project Manager shall be satisfied that,
based on his/her own inspections or other reliable information,the construction is progressing
satisfactorily in conformance with all applicable laws and other requirements.
{j) Condition of Title. The City Project Manager reasonably believes that no
event has occurred that would give rise to a colorable claim against the Property (e.g., a
mechanic's lien) superior to the claim of City against the Property with respect to the subject
disbursement, or if such claim is made,then City Project Manager shall receive satisfactory
evidence that such claim has been bonded over until its resolution.
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EXHIBIT 2
(k) Representations and Warranties. The representations and warranties of
Grantee contained in this Agreement shall be correct in all material respects as of the date of the
disbursement as though made on and as of that date,
(1) The City's obligation to provide the HHAP Grant is and shall remain
subject to all covenants, conditions, and restrictions set forth in this Agreement, including the
State HHAP Agreement, and the City's analysis of the available funding sources, rehabilitation
and operating costs of the Project, and the overall economic feasibility of the Project.
4.2 Disbursement Procedures for Grant,- Conditions for Initial and Final„ ,
Disbursement. The HHAP Grant proceeds shall be disbursed to Grantee to finance the the
Project (as evidenced in the Project Budget, attached as Exhibit C) in accordance with the State
HHAP Agreement. The HHAP Grant proceeds shall not be used for any purpose other than for
costs set forth in the Project Budget, including Grantee fee and soft costs related to the the
Project. 1
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(a) Initial Disbursement. City's obligation to make the Initial Disbursement
is subject to satisfaction of the following conditions precedent:
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(i) The Project has received all required entitlements and
discretionary actions to commence construction.
(ii) All grading permits shall have been issued or the City shall have
issued a letter stating that Building Permits are ready to issue, subject only to payment of fees
and the completion of grading of the Project site.
(iii) Grantee shall have secured all necessary financing and funding for
the construction and operation of the Project. Such financing and funding shall be sufficient to
pay all Project costs, as set forth in the Project Budget consistent with the approved Proforma(or
as otherwise approved by the City), and must comply with the City's Affordable Housing Funds
Policies and Procedures.
(iv) Grantee shall have provided evidence to the City that the Grantee
has obtained insurance policies and certificates or endorsements acceptable to the City, as
described in this Agreement.
(v) Grantee shall have provided construction security in favor of the City,
which may include a completion guarantee from Grantee and/or a letter of credit and/or performance
and payment bonds from the general contractor for the Project(or some combination of these),in an
amount sufficient to ensure the Project will be completed and placed in service within the time set
forth in the Project schedule approved by the City.
(b) Final Disbursement. City's obligation to make the Final Disbursement to
Grantee is subject to the satisfaction of the following additional conditions precedent:
(i) Construction complete. The construction of the Project shall be
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EXHIBIT 2
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rtificate ertificat( ) _ e of Occupancy Issued. Any portion of the construction
work requiring inspection or certification by any Governmental Authority shall have been
inspected and certified as complete. Grantee shall request that the City of Santa Ana Planning
and Building Agency issue a Certificate of Occupancy, or similar document as applicable, a
copy of which shall be delivered to the City Project Manager, in order for the Final
Disbursement to occur.
(iii) Lien Free. At least one of the following shall have occurred:
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(1) Thirty-five(35) days shall have passed since the recording
of a valid Notice of Completion as required by Section 8.5 for the construction, and no
mechanic's or materialman's lien shall be outstanding; or
(2) Ninety-five (95) days shall have passed since actual i
completion of the construction, and no mechanic's or materialman's lien shall be outstanding, or
Grantee shall have bonded over any such lien to City's reasonable satisfaction. f
(iv) Grantee shall have provided evidence to the City that the Grantee
has continued to maintain insurance policies and certificates or endorsements acceptable to the
City, as described in this Agreement.
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4.3 Termination Rights.
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(a) Termination of State HHAP Agreements If, at any time during the term of
this Agreement, any of the State HHAP Round 1, 2, or 3 Agreements are terminated by the
Business, Consumer Services and Housing Agency, the City may, at its sole discretion, terminate
this Agreement by giving a minimum 30 days' notice of termination, in writing, to Grantee.
Upon termination of this Agreement, unless otherwise approved in writing by the City, any
unexpcndcd funds received by the Grantee shall be returned to the City within 30 days of the !
City's notice of termination.
(b) Termination for Failure of Condition. If(a) any of the conditions
precedent set forth herein are not timely satisfied within two (2)years of the date of this
Agreement(subject to applicable notice and cure rights), and(b) City is not in default under this
Agreement, City may terminate this Agreement without any further liability on its part by giving
written notice of termination to Grantee. Upon the giving of such notice, the City shall not be
obligated to pay to Grantee the HHAP Grant, any portion thereof, or any other amounts owing
under the Agreement, and Grantee shall be required to return to the City any HHAP Grant
monies received but not expended on the Project as of the date of the notice of termination.
4.4 Waiver of Conditions. The conditions set forth pertaining to City's obligation to
make disbursements of the HHAP Grant proceeds are for City's benefit only and the City j
Project Manager may waive all or any part of such rights by written notice to Grantee.
4.5 Manner of Disbursement. City may make any disbursement by check or wire
transfer payable to Grantee.
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4.6 Waiver of Disbursement„ _Conditions. Unless City otherwise agrees in writing,
the making by City of any disbursement with knowledge that any condition to such
disbursement is not fulfilled shall constitute a waiver of such condition only with respect to the
particular disbursement made, and such condition shall be conditioned to all further
disbursements until fulfilled.
4.7 Other Terms and Conditions„of Grant. Any disbursed Grant amounts shall
become immediately due and payable by Grantee back to City,in the event of any of the
following: j
(a) Failure to complete the Project within two (2)years of the date of the first
disbursement, unless extended due to Force Majeure delays;
(b) Violation of any of the use covenants and restrictions contained in this
Agreement after the expiration of any applicable notice and cure periods; or,
(c) An Event of Default by Grantee,which is not timely cured after expiration
of any applicable notice and cure periods pursuant to the terms of this Agreement.
4.8 Costs and Fees. Grantee shall pay all recording fees and charges on any
document recorded pursuant to this Agreement.
5. USE AND MAINTENANCE OF THE PROPERTY
5.1 Maintenance_o of the Property. During construction and rehabilitation of the
Project, solely at Grantee's expense, Grantee agrees to maintain the Property in a clean and orderly
condition and in good condition and repair and keep the Property free from any accumulation of
debris and waste materials. If at any time Grantee fails to maintain,or cause to be maintained,the
Property as required by this section, and said condition is not corrected after the expiration of a
reasonable period of time not to exceed thirty(30)days from the date of written notice from the
City,unless such condition cannot reasonably be cured within thirty(30)days,in which case
Grantee shall have such additional time as reasonably necessary to complete such cure,the City may
perform the necessary maintenance and Grantee shall pay all reasonable costs incurred for such
maintenance. Following the Certificate of Completion for construction of the homes,the Property
maintenance shall be governed by the provisions of the Regulatory Agreement.
5.2 Obli ation to Refrain from Discrimination. Grantee covenants and agrees for
itself,its successors,its assigns and every successor in interest to the Property or any part thereof,
that there shall be no discrimination against or segregation of any person or group of persons on
account of race,color, creed,religion,sex,marital status, sexual orientation, gender identity, gender
expression, gender,medical conditions;genetic information,military and veteran status,age,
national origin,ancestry,or disability, during the course of the Project or rehabilitation or operation
of the Property nor shall Grantee itself or any person claiming under or through him/her establish or
permit any such practice or practices of discrimination or segregation with reference to the
rehabilitation or operation of the Property. The foregoing covenants shall run with the land and
shall remain in effect until termination of the Agreement. Following the Certificate of Completion, r
the Grantee's obligation to refrain from discrimination shall be governed by the provisions of the
Regulatory Agreement.
EXHIBIT 2
(a) In Employment. In construction on the Property, Grantee shall not
discriminate against any employee or applicant because of race, color,creed,religion,sex,marital
status, sexual orientation,gender identity,gender expression, gender,medical conditions,genetic
information,military and veteran status,age,national origin,ancestry, or disability. Grantee shall
take affirmative action to ensure that applicants are employed, and that employees are treated j
during employment, without regard to their race, color, disability, creed, religion, sex, marital I
status, disability,national origin, or ancestry.
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(b) In all Contracts. Grantee shall cause the foregoing covenants to be inserted
in all contracts for any work covered by this Agreement so that such provisions will be binding upon
each contractor for the benefit of City,provided that the foregoing covenant shall not apply to
contracts or subcontracts for standard commercial supplies or raw materials,
G. RESERVED
7. GENERAL PROVISIONS AND WARRANTIES
As a material inducement to City to enter into this Agreement, Grantee represents and
warrants as follows,which representations and warranties are made solely by Grantee and not by
or on behalf of any partner of Grantee: [
7.1 Formation,Qualification and Compliance. Grantee is a nonprofit
organization, Grantee is in compliance with all laws applicable to its business and has obtained }
all approvals, licenses, exemptions and other authorizations from, and has accomplished all I
filings, registrations and qualifications with, any Governmental Authority that are necessary for
the transaction of its business.
7.2 Execution and Performance of IIIIAP Grant Documents.
(a) Grantee has all requisite authority to execute and perform its obligations
under this Agreement.
(b) The execution and delivery by Grantee of, and the performance by
Grantee of its obligations under, this Agreement that has been authorized by all necessary action
and does not and will not:
(i) require any consent or approval not heretofore obtained of any
person having any interest in Grantee;
(ii) violate any provision of, or require any consent or approval not
heretofore obtained tinder, any articles of incorporation, by-laws or other governing document 11
applicable to Grantee; j
(iii) result in or require the creation of any lien, claim, charge or other
right of others of any kind(other than under this Agreement and under the contemplated Senior
Loan Documents) on or with respect to any property now or hereafter owned or leased by !
Grantee;
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(iv) to the best of its knowledge, violate any provision of any law
presently in effect; or
(v) constitute a breach or default under, or permit the acceleration of
obligations owed under, any contract, loan agreement, lease or other agreement or document to
which Grantee is a party or by which Grantee or any of its property is bound.
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(c) Grantee is not in default, in any respect that is materially adverse to the
interests of City under this Agreement or that would have any material adverse effect on the
financial condition of Grantee or the conduct of its business, under any law, contract, lease or
other agreement or document described in sub-paragraph(iii) or(v) of sub-paragraph(b) of this
Section 7.2.
t far the(d) Except permitting for the Project contemplated to be
subsequently obtained under this Agreement, no approval, license, exemption or other 1
authorization from, or filing, registration or qualification with, any Governmental Authority is
required which has not been previously obtained in connection with the execution by Grantee
of, and the performance by Grantee of its obligations under, this Agreement.
7.3 Financial and Other Information. To the best of Grantee's knowledge, all
financial information furnished to City by the Grantee or any affiliate thereof with respect to
Grantee in connection with the Grant(a) is complete and correct in all material respects as of
the date of preparation thereof, (b) accurately presents the financial condition of Grantee, and
(c)has been prepared in accordance with generally accepted accounting principles consistently
applied or in accordance with such other principles or methods as are reasonably acceptable to
City. To the best of Grantee's knowledge, all other documents and information furnished to City
by the Grantee or any affiliate thereof with respect to Grantee, in connection with the Grant, are
correct and complete insofar as completeness is necessary to give the City accurate knowledge
of the subject matter. To the best of Grantee's knowledge Grantee has no material liability or _
contingent liability not disclosed to City in writing and there is no material lien, claim, charge or
other right of others of any kinds (including liens or retained security titles of conditional
vendors) on any property of Grantee not disclosed in such financial statements or otherwise
disclosed to City in writing.
7.4 No Material Adverse Change. There has been no material adverse change in the
condition, financial or otherwise, of Grantee since the dates of the latest financial statements
furnished to City, except for Senior Loan Documents that have been disclosed to the City. Since
those dates, Grantee has not entered into any material transaction not disclosed in such financial
statements or otherwise disclosed to City in writing.
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7.5 Tax Liability. Grantee has filed all required federal, state and local tax returns
and has paid all taxes (including interest and.penalties, but subject to lawful extensions
disclosed to City in writing)other than taxes being promptly and actively contested in good
faith and by appropriate proceedings. Grantee is maintaining adequate reserves for tax liabilities
(including contested liabilities) in accordance with generally accepted accounting principles or
in accordance with such other principles or methods as are reasonably acceptable to City.
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7.6 Governmental Re uirements. Except for the Project permitting contemplated
to be subsequently obtained under this Agreement, to best of its knowledge, Grantee is in
compliance with all laws relating to the Property and all Governmental Authority approvals,
including zoning, land use, planning requirements, and requirements arising from or relating to
the adoption or amendment of, any applicable general plan, subdivision and parcel map
requirement; environmental requirements, including the requirements of the California
Environmental Quality Act and the National Environmental Policy Act, and the preparation and
approval of all required environmental impact statements and reports; use, occupancy and
building permit requirements; and public utilities requirements. ;
7.7 Professional Licenses. Grantee shall,throughout the term of this Agreement,
maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the
performance of the obligations under this Agreement 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. Grantee shall notify the City immediately and in writing of its inability to obtain such
permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for
termination of this Agreement.
7.8 Rights of Others. Gra
ntee antes is in compliance with all covenants, conditions
restrictions, easements, rights of way and other rights of third parties relating to the Property as j
may be shown on title for the Property
7.9 Litton. There are no material actions or proceedings pending or,to the best
of the Grantee's knowledge,threatened.against or affecting Grantee or any property of Grantee
before any Governmental Authority, except as disclosed to City in writing prior to the execution
of this Agreement.
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7.10 Bankruptcy. To the best of Grantee's knowledge, no attachments, execution
proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or
other proceedings are pending or threatened against Grantee,nor are any of such proceedings
contemplated by Grantee.
7.11 Information Accurate. To the best of Grantee's knowledge, all information
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regardless of its form, conveyed by Grantee to City, by whatever means, is accurate, and correct
in all material respects and is sufficiently complete to give City true and accurate knowledge of
its subject matter, and does not contain any material misrepresentation or omission.
7.12 Conflicts of Interest.No member, official or employee of the City shall have any
personal interest, direct or indirect,in this Agreement,nor shall any such member, official or j
employee participate in any decision relating to this Agreement which affects his/her personal
interests or the interests of any corporation,partnership or association in which he/she has a direct
or indirect financial interest. The Grantee warrants that it neither has paid nor given, nor will pay or j
give, any third party any money or other consideration for obtaining this Agreement.
7.13 Nonliabilily of City Officials and Employees.No member, official or
employee of the City shall be personally liable to the Grantee in the event of any default or
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breach by the City or for any amount which may become due to Grantee or on any obligations
under the terms of this Agreement.
7.14 No Assignment. Grantee expressly acknowledges and agrees that the City has only
agreed to assist the Grantee as a means by which to induce the rehabilitation and operation of the
Project. Accordingly, Grantee further expressly acknowledges and agrees that this Agreement is a
personal right of Grantee that is neither negotiable,transferable,nor assignable except as set forth
herein. Grantee may assign some or all of its rights under the Agreement only with the prior written
consent of the City Project Manager.
7.15 Applicable Law. This Agreement shall be interpreted, governed and enforced
under federal and California state law with venue in Orange County, California.
7.16 Third Parties. This Agreement is made for the sole benefit of Grantee and the City
and their successors and assigns,and no other person or persons shall have any rights or remedies
under or by reason of this Agreement or any right to the exercise of any right or power of the
City hereunder or arising from any default by Grantee, nor shall the City owe any duty
whatsoever to any claimant for labor performed or materials furnished in connection with the
construction of the Property.
8. CONDITIONS FOR CONSTRUCTION
8.1 Permits and Al2provals. Grantee shall diligently obtain all permits, including all
Building Permits, licenses,approvals, exemptions and other authorizations of Governmental
Agencies required in connection with the rehabilitation and operation of the Property. Grantee
shall follow industry standards for best management practices, as applicable, during
construction.
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8.2 Commencement and Com letion of Construction. The construction of the
Project shall be considered complete for purposes of this Agreement only when(a)all work
described has been completed and fully paid for, and (b) all work requiring inspection or I
certification by Governmental Authority has been completed and all requisite certificates, E
approvals and other necessary authorizations (including required final certificates of occupancy)
have been obtained.
8.3 Entry and Inspection.At all times prior to completion of the construction, upon
reasonable prior written notice and subject to reasonable job site safety rules, City and its agents
shall have (a)the right of free access to the Property and all sites away from the Property where
materials for the construction are stored, (b)the right to inspect all labor performed and
materials furnished for the construction, and(c) the right to inspect and copy all documents
pertaining to the construction.
8.4 Construction Information. From time to time, as needed, during the course of
the construction, within ten(10) Business Days following City's written demand therefore,
Grantee shall furnish requested reports of Project Costs,progress schedules and contractors' costs
breakdowns for the construction, itemized as to trade description and item, showing the name of
the contractor(s) and/or subcontractor(s), and including such indirect costs as real estate taxes,
EXHIBIT 2
legal and accounting fees, insurance, architects' and engineers' fees, loan fees, interest during
construction and contractors' overhead.
8.5 Protection Against Liens: Grantee shall diligently file a valid Notice of
Completion upon completion of the construction, diligently file a notice of cessation in the event
of a cessation of labor on the construction for a period of thirty(30) days or more, and take all
actions reasonably required to prevent the assertion of claims of lien against the Property. In the
event that any claim of lien is asserted against the property or any stop notice or claim is asserted
against the City by any person furnishing labor or materials to the Property, Grantee shall
immediately give written notice of the same to City and shall,promptly and in any event within
ten(10) Business Days after written demand therefor, (a)pay and discharge the same, (b) effect
the release thereof by delivering to City a surety bond complying with the requirement of
applicable laws for such release, or (c)take such other action as City may require to release City
from any obligation or liability with respect to such stop notice or claim.
8.6 Labor Requirements.
(a) Com liance with Communit Workforce Agreement. Grantee agrees to
comply with the City's Community Workforce Agreement as required by the City.
(b) Prevailing Wages,.
(i) GRANTEE IS AWARE OF THE REQUIREMENTS OF LABOR
CODE
§ 1720 ET SEQ., AND 1770, ET SEQ., AS WELL AS CALIFORNIA CODE OF
REGULATIONS, TITLE 8, SECTION 16000, ET SEQ. ("PREVAILING WAGE LAWS"),
WHICH REQUIRE THE PAYMENT OF PREVAILING WAGE RATES AND THE
PERFORMANCE OF OTHER REQUIREMENTS ON"PUBLIC WORKS"AND
"MAINTENANCE"PROJECTS, AS DEFINED BY PREVAILING WAGE LAWS.
GRANTEE AGREES THE PROJECT IS A"PUBLIC WORK" SUBJECT TO PREVAILING
WAGE LAWS AND THAT GRANTEE SHALL FULLY COMPLY WITH THE PREVAILING
WAGE LAWS. GRANTEE IS RESPONSIBLE TO OBTAIN A COPY OF THE PREVAILING
RATES OF PER DIEM WAGES IN EFFECT AT THE COMMENCEMENT OF THIS i
AGREEMENT. GRANTEE SHALL MAKE COPIES OF THE PREVAILING RATES OF PER
DIEM WAGES FOR EACH CRAFT, CLASSIFICATION OR TYPE OF WORKER NEEDED
TO CONSTRUCT THE PROJECT, AND SHALL POST COPIES AT THE GRANTEE'S
PRINCIPAL PLACE OF BUSINESS AND THE PROPERTY. GRANTEE SHALL
MAINTAIN A BOND TO SECURE THE PAYMENT OF CONTRACTORS AT PREVAILING
WAGE RATES IN ACCORDANCE WITH CALIFORNIA LABOR CODE § 1781.
(ii) GRANTEE ASSUMES ANY AND ALL RESPONSIBILITY
AND SHALL BE SOLELY RESPONSIBLE FOR COMPLIANCE WITH REQUIREMENTS
TO PAY PREVAILING WAGE RATES FOR EACH LABOR CLASSIFICATION,AS
DETERMINED BY THE STATE, PURSUANT TO LABOR CODE SECTIONS 1720, ET
SEQ.
(c) Release and Waiver. j
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(i) GRANTEE, ON BEHALF OF ITSELF, ITS SUCCESSORS,
AND ASSIGNS, WAIVES AND RELEASES THE CITY FROM ANY RIGHT OF ACTION
THAT MAY BE AVAILABLE TO ANY OF THEM PURSUANT TO LABOR CODE
SECTION 1781, ADDITIONALLY, GRANTEE SHALL INDEMNIFY,DEFEND AND HOLD
HARMLESS THE CITY AGAINST ANY CLAIMS PURSUANT TO LABOR CODE
SECTION 1781, OR THE CITY'S COMMUNITY WORKFORCE AGREEMENT, ARISING
FROM THIS AGREEMENT OR THE CONSTRUCTION OR INSTALLATION OF ALL OR
ANY PORTION OF THE PROJECT. GRANTEE ACKNOWLEDGES THE PROTECTIONS
OF CIVIL CODE SECTION 1542 RELATIVE TO THE WAIVER AND RELEASE I
CONTAINED IN THIS SECTION 8.6,WHICH READS AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE 'I
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR.
(d) BY INITIALING BELOW, GRANTEE KNOWINGLY AND
VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN
CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 8.6.
(e) ADDITIONALLY, GRANTEE SHALL INDEMNIFY, DEFEND AND
HOLD HARMLESS THE CITY AGAINST ANY CLAIMS PURSUANT TO LABOR CODE
SECTION 1781 ARISING FROM THIS AGREEMENT OR THE THE PROJECT.
GRANTEE'S INITIALS:
8.7 Grantee's Assurance of Construction Completion. Prior to
commencement of construction of the Improvements, Grantee shall famish to City evidence that
assures Grantee that sufficient monies will be available to complete the proposed construction
(the "Construction Security"). The City Project Manager shall approve or disapprove the
Construction Security,which approval shall not be unreasonably withheld. The amount of money
available from the Construction Security shall be at least the total estimated construction cost.
Subject to approval from the City Project Manager,the Construction Security may tape one of
the following forms:
(i) Performance bond and labor and materials bond in a principal
sung equal to the total estimated constriction cost supplied by Contractor or subcontractors,
provided said bonds are issued jointly to Grantee, City and any Senior Lenders as obligees.
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(ii) Irrevocable letter of credit issued to City from a financial
institution to be in effect until City acknowledges satisfactory Completion of Construction;
(iii) Cash deposited with the City(may be in the form of cashier's
check or money order or may be electronically deposited);
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(iv) A completion guaranty, in favor of City from an Affiliate of
Grantee, in a form reasonably acceptable to City, coupled with a repayment guaranty in favor of
the Senior construction Lender for its loan;
(v) Any combination of the above.
All bonds and letters of credit must be issued by a company qualified to do business in the
State of California and acceptable to City. All bonds and letters of credit shall insure faithful and
full observance and performance by Grantee of all terms, conditions, covenants, and agreements
relating to the construction of improvements within the Property.
Grantee shall provide or cause its Contractor to provide payment and/or performance
bonds in connection with the construction of the Project Improvements, and shall name the City
as an additional obligee on,with the right to enforce, any such bonds.
9. PROJECT COVENANTS
Grantee hereby agrees and declares that the following covenants shall run with the land
and shall be binding on Grantee, its successors and assigns:
9.1 Local Sourcing Plan. Grantee agrees to make a good faith effort to encourage
subcontractors and suppliers to hire and procure locally. Prior to issuance of any Building
Permit, Grantee shall develop and submit to the City a local sourcing plan for the Project
targeting, to the extent feasible, the hiring of qualified workers, construction contractors, or the 1
purchasing of goods locally within the City of Santa Ana.
9.2 Lead-Based Paint. Grantee shall comply with the requirements, as applicable of
the Lead-Based Paint Poisoning Prevention Act.
9.3 Properly Standards. Grantee shall cause the Property to meet all applicable
local, state and federal codes and ordinances, including zoning ordinances. Grantee shall also
cause the Property to meet the current edition of the Model Energy Code published by the
Council of American Building Officials. No fewer than one (1) unit shall comply with
requirements for mobility features under California Building Code section. 11B-233.3, and
communication features that comply with California Building Code section I IB-809.5.
9.4 Alternative Transportation and Energy Source Resource Conservation
and LEER Certification. In recognition of the City's desire to optimize the energy
efficiency of the Project, Grantee agrees to consult with the Project design team, a CABEC
certified 2016 Certified Energy Analyst, a LEED AP Homes (low-rise and mid-rise), LEED
AP BD+C (high rise), National Green Building Standard (NGBS) Green Verifier, or
GreenPoint Rater (one person may meet both of these latter qualifications) early in the
Project design process to evaluate a building energy model analysis and identify and consider {
energy efficiency or generation measures beyond those required by minimum construction
standards.
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9.5 Maintenance.At all times during the term of this Agreement, Grantee shall
cause the Property and the Project to be maintained in a decent, safe and sanitary manner,
regardless of cause of the disrepair.
9.6 Management Plan. Prior to issuance of a Certificate of Completion, Grantee
shall submit for the reasonable approval of the City a "Management Plan" that sets forth in j
detail Grantee's property management duties, a tenant selection process, a supportive services
plan consistent with the requirements of the Regulatory Agreement, a security system and crime
prevention program, the procedures for the rental of the units,the rules and regulations for the
Property and manner of enforcement, an operating budget, the identity and emergency contact
information of the pro
fessional property Yma
nager who will provide property management i
services for the Property, and other matters relevant to the management of the Property.
9.7 Crime Free Housin . Grantee shall submit for the reasonable approval of the
City a crime free housing policy, procedure, and design plan.
9.8 Onsite Parking. Grantee shall provide onsite parking for residents and visitors
of the Project as required by the building code requirements,
9.9 Conflict of Interest. Grantee shall comply with and be bound by the conflict of
interest provisions set forth in all applicable state regulations pertaining to conflict of interest.
9.10 Right.to Work and Minimum Wa a Laws.
(a) Pursuant to the United States of America Fair Labor Standard Act of
1938, as amended, and State of California Labor Code, Section 1178.5, Grantee shall pay no
Iess than the greater of the Federal or California Minimum Wage to all its employees that
directly or indirectly service the Property, in any manner whatsoever. Grantee shall require and
verify that all its subcontractors or other persons servicing the Property on behalf of the Grantee
also pay their employees no less than the greater of the Federal or California Minimum Wage.
(b) Grantee shall comply and verify that its subcontractors comply with all
other Federal and State of California laws for minimum wage, overtime pay, record keeping,
and child labor standards pursuant to the servicing of the Property or terms and conditions of
this Agreement.
9.11 Compliance with the Reg latory Agreement. Grantee agrees to comply with
the Regulatory Agreement and the terms and conditions stated therein.
9.12 ComiDliance with the State IMAP Agreement. Grantee agrees to comply with 1
the State HHAP Agreement and requirements of the HHAP program, as further described in
Exhibit E.
9.13 Project Financin .
(a) City shall have the right, and may in its sole and absolute discretion, to
approve or disapprove any Senior Loan for the Project.
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(b) Without limiting City's approval of a Senior Loan, any loan from an entity
that owns, controls, or affiliated with Grantee is subject to the following:
(i) The interest rate shall not exceed the Wall Street Journal Prime
(WSJ) Rate in effect at the time of Grantee's agreement to such interest rate.
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(ii) The Senior Lender may not foreclose on the Project. j
(c) The City shall have the right, but not the obligation,to cure any default
prior to foreclosure on the Project. The City shall have at least ninety(90) days to cure, plus
such additional time as may be reasonably necessary to cure, for a period of not more than one
hundred eighty(180) days,provided that City is diligently pursuing a cure of the default. J
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(d) City shall have the right to notice of any default.
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(e) Grantee covenants and warrants that it shall be responsible for all
operating losses on the Project during the term of the Regulatory Agreement.
10. ENVIRONMENTAL MATTERS
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10.1 Representation and Warran . Except as disclosed in writing to the City,
Grantee represents that it has no knowledge: (a) of the presence on, under or about the Property,
now or in the past, of any Hazardous Materials, or of the transportation to or from the Property
of any Hazardous Materials; (b) that asbestos or polychlorinated biphenyls (PCBs) are
contained in or stored on the Property; or, (c)that there are any underground storage tanks
located in, on or under the Property.
10.2 Com fiance with Environmental Laws. Grantee shall. (a) comply with all
environmental laws and environmental permits applicable to the construction of the Property; (b)
immediately pay or cause to be paid all costs and expenses incurred by reason of such
compliance; (c)keep the Property free and clear of any environmental claims or liens imposed
pursuant to any environmental law; and, (d) obtain and renew all environmental permits
required for ownership or use of the Property.
10.3 rational Environmental Protection Act Mitigation Measures. Grantee agrees
and acknowledges that this Agreement is subject to compliance with the tribal consultation
process completed in accordance with the National Environmental Protection Act("NEPA").
Grantee shall comply with the mitigation measures resulting from the NEPA Environmental
Assessment and the tribal consultation completed for the Project, and any and all related
regulatory requirements arising from the National Environmental Protection Act. Grantee.
warrants and covenants that all activities and work on the Property and the Project shall comply
with the NEPA Mitigation Measures attached hereto as Exhibit G and incorporated herein by
reference.
10.4 Presence of Hazardous Materials. Grantee shall not, and shall not permit i
anyone else to, generate, use, treat, store, handle,release, or dispose of Hazardous Materials on
the Property, or transport or permit the transportation of Hazardous Materials to or from the
Property, except for de minimis quantities used at the Property in compliance with all applicable
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EXHIBIT 2
environmental laws and required in connection with the construction of the homes and the
routine operation and maintenance of the Property.
10.5 Notice of Environmental Matters. Grantee shall immediately advise City in
writing of any of the following: (a) any pending or threatened environmental claim against
Grantee or the Property; or(b)any condition or occurrence that: (i)results in noncompliance with
any applicable environmental law; (ii) could reasonably be anticipated to cause the Property to be
subject to any restrictions on the ownership,occupancy,use or transferability of the Property
under any environmental Law; or, (iii) could reasonably be anticipated to form the basis of an
environmental claim against the Property or Grantee.
10.6 Environmental Indemnification by the Grantee. Grantee agrees to defend,
indemnify and hold harmless the City and its respective officers, directors, employees and
agents, contractors, special counsel, and representatives (collectively the "Indemnitees") from
and against any and all obligations (including removal and remediation), losses, claims
(including third party claims), suits,judgments, liabilities, Penalties damages (including
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consequential and punitive damages), costs and expenses (including consultants, and attorneys' j
fees) of whatever kind or nature whatsoever that may at any time be incurred by, imposed on, or
asserted against the Indemnitees directly or indirectly based on, or arising or resulting from any
Hazardous Materials on.the Property, other than resulting from the gross negligence or willful 1
misconduct of any Indenmitee.
11. OTHER AFFIRMATIVE COVENANTS
Grantee hereby agrees and declares that the following covenants shall run with the land
and shall be binding on Grantee, its successors and assigns:
11.1 Existence. The sole member of Grantee's managing general partner shall
maintain its existence in good standing under the laws of the State of California.
11.2 Notice of Certain Matters. Grantee shall give notice to City, within ten(10)
business days of Grantee's learning thereof, of each of the following:
(a) any filed litigation or claim affecting or relating to the Property and
involving an amount in excess of$5,000; and any litigation or claim that might subject Grantee
or any general partner to liability in excess of$5,000, whether covered by insurance or not;
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(b) any dispute between Grantee and a Governmental Authority relating to
the Property,the adverse determination of which might materially affect the Property;
(c) any change in Grantee's principal place of business;
(d) any aspect of the Improvements that is not in substantial, conformity with
the plans or code;
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(e) any event which after the giving of all required notices and the expiration
of all applicable cure periods, would constitute an Event of Default;
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(f) any material default by Grantee or any other party under any Senior Loan
document, or the receipt by Grantee of any notice of default under any Senior Loan document;
(g) the creation or imposition of any mechanics' or materialmans' lien or
other lien against the Property which might materially affect the Property,which is not bonded
over or released; and/or
(h) any material adverse change in the financial condition of Grantee.
11.3 Further Assurances. Grantee shall execute and acknowledge (or cause to be
executed and acknowledged)and deliver to City all documents, and take all actions, reasonably 1
required by City from time to time to confirm the rights created or now or hereafter intended to
be created under this Agreement.
11.4 Default on Senior Loan. Grantee shall not default on any of the Senior Loan
Documents,provided however, that Grantee shall have such period as is provided in the Senior
Loam.Documents during which to effectuate a cure.
11.5 Sale or Lease of Pro Er A. Grantee shall not sell, lease (other than to qualified
renters meeting the requirements set forth in this Agreement), sublease or otherwise transfer all
or an y part of the Property or any interest therein without the prior written consent of the City +
Project Manager, which consent may be withheld in the City Project Manager's sole discretion. 1
In connection with the foregoing consent requirements, Grantee acknowledges that City relied
upon Grantee's particular expertise in entering into this Agreement and continues to rely on such
expertise to ensure the satisfactory completion of the construction.
12. CERTIFICATE OF COMPLETION
Upon satisfactory completion of the construction and upon the request of Grantee, or at its
own election, the City shall issue a Certificate of Completion. Such Certificate of Completion
shall be, and shall so state, conclusive determination of satisfactory completion of the
construction. The Certificate of Completion may be issued in the form of the Certificate of
Occupancy or Final Inspection Notice from the City.
If City declines to furnish a Certificate of Completion after written request from Grantee,the
City Project Manager shall, within thirty(30)days after receipt of the request,provide Grantee with
a written statement of the reasons therefore. The statement shall contain a description of the action
Grantee must take to obtain a Certificate of Completion. If the reason therefore is that the Grantee
has not completed a minor portion of the construction, City may, in its sole and absolute discretion,
issue the Certificate of Completion upon the posting with City of a bond or other form of security
acceptable to the City Project Manager in the amount of the fair value of the uncompleted work.
A Certificate of Completion is not "notice of completion" referred to in Section 3093 of the
California Civil Code.
13. INDEMNIFICATION i
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13.1 NonliabijjtL2f City. Grantee acknowledges and agrees that:
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(a) The relationship between Grantee and the City is and shall remain solely
that of Grantee and grantor. City neither undertakes nor assumes any responsibility to review,
inspect, supervise, approve (other than for aesthetics) or inform Grantee of any matter in
connection with any development, construction and rehabilitation, including matters relating to:
(i) the performance of the construction work; (ii) architects, contractors, subcontractors and
materialmen, or the workmanship of or materials used by any of them; or, (iii) the progress of
the construction; and Grantee shall rely entirely on its own judgment with respect to such
matters and acknowledges that any review, inspection, supervision, approval or information
supplied to Grantee by City in connection with such matters is solely for the protection of City,
and that neither Grantee nor any third party is entitled to rely on it;
(b) Notwithstanding any other provision of this Agreement: (i)the City is not
a partner,joint venture, alter-ego,manager, controlling person or other business associate or
participant of any kind of Grantee, and City does not intend to ever assume any such status; (ii)
City s activities in connection with the Grant shall not be "outside the scope of the activities of a
lender of money" within the meaning of California Civil Code Section 3434, as modified or
recodified from time to time, and City does not intend to ever assume any responsibility to any
person for the quality or safety of the Property; and, (iii) City shall not be deemed responsible for
or a participant in any acts, omissions or decisions of Grantee;
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(c) City shall not be directly or indirectly liable or responsible for any loss or
injury of any kind to any person or property resulting from any construction on or occupancy or j
use of,the Property, whether arising from: (i) any defect in any building, grading, landscaping or
other onsite or offsite improvement;(ii)any act or omission of Grantee or any of Grantee's agents,
employees, independent contractors, licensees or invitees; or(iii) any accident on the Property or
any fire or other casualty or hazard thereon; and,
(d) By accepting or approving anything required to be performed or given to
City under this Agreement, including any certificate, financial statement, survey, appraisal or
insurance policy, City shall not be deemed to have warranted or represented the sufficiency or
legal effect of the same, and no such acceptance or approval shall constitute a warranty or
representation by City to anyone.
13.2 Indemnity.
(a) Grantee shall defend(by counsel reasonably satisfactory to City),
indemnify and save and hold harmless the Indemnitees from and against all claims, damages,
demands, actions, losses, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees and court costs) arising from or relating to: (i)this Agreement; (ii)the
making of the Grant(s); (iii) a claim, demand or cause of action that any person has or asserts
against Grantee; (iv)any act or omission of Grantee, any contractor, subcontractor or material
supplier, engineer, architect or other person with respect to the Property. Grantee's obligation I
to defend, indemnify, and hold Indemnitees harmless 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, rising
from this Agreement. City may make all reasonable decisions with respect to its representation
in any legal proceeding. Grantee's obligations under this Section shall survive the issuance of
the Certificate of Completion, and termination of this Agreement. Notwithstanding the
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foregoing, to the extent required by Civil Code Section 2782.8, the above indemnity shall be
limited to the extent claims arise out of,pertain to, or relate to the negligence, recklessness, or
willful misconduct of Grantee.
(b) Notwithstanding the foregoing, neither Grantee, nor any of its partners,
shall be personally liable for any indemnification obligation hereunder that would result as the
repayment of the Grant.
13.3 Reimbursement of City. With respect to the indemnification obligations under
this Article 14, Grantee shall reimburse City immediately upon written demand for all costs
reasonably incurred by City (including the reasonable fees and expenses of attorneys,
accountants, appraisers and other consultants, whether the same are independent contractors or
employees of City)in connection with the enforcement of the Grant Documents and all related
matters, including all claims, demands, causes of action, liabilities, losses, commissions and
other costs against which City is indemnified under the Grant Documents. Such reimbursement
obligations shall bear interest from the date occurring twenty (20) days after City gives written
demand to Grantee. Such reimbursement obligations shall survive the issuance of a Certificate
of Completion and termination of this Agreement.
14. INSURANCE, CASUALTY AND CONDEMNATION
14.1 Policies Required: Minimum Coverage. Grantee shall procure and maintain for
the duration of the contract,and for five (5) years thereafter, insurance against claims for injuries
to persons or damage to property which may arise from or in connection with the performance of
the work hereunder by the Contractor, its agents,representatives, employees, and sub-
contractors, which meets the following minimum requirements:
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(a) Commercial General Liability (CGL). Insurance Services Office (ISO)
Form CG 0001 covering CGL on an "occurrence"basis, including products and completed
operations, property damage, bodily injury and personal &advertising injury with limits no less
than$3,000,000 per occurrence and $5,000,000 in the aggregate. Umbrella and excess insurance
policies can be used to meet the required limits.
(b) Automobile Liability (AL). Insurance Services Office Form CA 0001
covering Code 1 (any auto), with combined single limit no less than $5,000,000.
(c) Workers' Compensation (WC). As required by the State of California,
with statutory limits, and Employers' Liability insurance with a limit of no less than$1,000,000
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per accident,policy, employee for bodily injury or disease.
(d) Builder's Risk(Course of Construction) (BR). Utilizing an"All Risk"
(Special Perils) coverage form, with limits equal to the completed value of the project and no co-
insurance penalty provisions.
(e) Surety Bonds as described below.
(f) Professional Liability (PL). With limits no less than$1,000,000 per
occurrence or claim, and $2,000,000 policy aggregate.
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These insurance requirements shall not in any way act to reduce coverage that is broader
or includes higher limits than the minimums shown above. If Grantee maintains broader
coverage and/or higher limits than the minimums shown above, City shall be entitled to the
broader coverage and/or the higher limits maintained by Grantee, Insurance provided under this
contract shall not contain any restrictions or limitations which are inconsistent with City's rights
under this contract.
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14.2 Self-Insured) Retentions. Self-insured retentions must be declared to and
approved by City. At the option of City, Grantee shall cause its insurer(s)to reduce or eliminate
such self-insured retentions as respects City; or Grantee shall provide a financial guarantee
satisfactory to City guaranteeing payment of losses and related investigations, claim
administration, and defense expenses.
14.3 Other Insurance Provisions. The 'insurance policies are to contain, or be
endorsed to contain, the following provisions:
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(a) City of Santa Ana, its City Council, officers, officials, employees, agents,
and volunteers are to be covered as additional insureds on Contractor's CGL and AL policies
with respect to liability arising out of work operations performed by or on behalf of Grantee
including materials, parts, and equipment furnished in connection with such work or operations
and automobiles owned, leased, hired, or borrowed by or on behalf of Grantee. Additional
insured status can be provided in the form of an endorsement to Grantee's insurance.
(b) For any claims related to this project, Grantee's insurance coverage shall
be primary insurance coverage as respects City of Santa Ana., its City Council, officers, officials,
employees, agents, and volunteers. Any insurance or self-insurance maintained by City of Santa
Ana, its City Council, officers, officials, employees, agents, or volunteers shall not contribute
with it.
(c) A severability of interest provision must apply for all the additional
insureds, ensuring that Grantee's insurance shall apply separately to each insured against whom a
claim is made or suit is brought, except with respect to the insurer's limits of liability.
(d) Grantee hereby grants to City a waiver of subrogation which any insurer
of said Grantee may acquire against City of Santa Ana, its City Council, officers, officials, j
employees, agents and volunteers"by virtue of the payment of any loss under such insurance.
Grantee agrees to obtain any endorsement(s)that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not City has received a waiver of
subrogation endorsement from any insurer(s).
(e) Each insurance policy required by this clause shall provide that coverage
shall not be canceled, suspended, voided, reduced in scope or in limits, non-renewed by the
carrier, or materially changed except after thirty (30) days prior written notice has been given to
City and ten(10) days prior written notice of policy cancellation or non-renewal due to non-
payment.
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(f) Certificate Holder on each Evidence of Insurance certificate shall be: City
of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), 20 Civic
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Center Plaza M-26 (Housing Division), Santa Ana, CA 92701, The name and location of project
must be indicated in the Description of Operations section of each certificate.
(g) If any of the insurance required under this Agreement is not commercially
available, not applicable to the Project, or imposes an undue cost burden on the Project, the City
may, in its sole and absolute discretion, agree to reduce the coverage or waive the coverage;
provided, however, that if such coverage does become available or applicable to the Project, and
securing the insurance would not impose an undue burden on the Project, the City may require
the insurance to be procured within thirty (30) days of written notice.
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14.4 Builder's Risk JCourse of Construction Insurance. Grantee may submit
evidence of Builder's Risk insurance in the form of Course of Construction coverage. Such f
coverage shall name City of Santa Ana as a loss payee as its interest may appear. If the project
does not involve new or major reconstruction, at the option of City, an Installation Floater may
be acceptable. For such projects, a Property Installation Floater shall be obtained that provides
for the improvement, remodel, modification, alteration, conversion or adjustment to existing
buildings, structures,processes,machinery and equipment. The Property Installation Floater
shall provide property damage coverage for any building, structure, machinery or equipment i
damaged, impaired, broken, or destroyed during the performance of the Work, including during I
transit, installation,and testing at the Project site.
14.5 Claims Made Policies. If any coverage required is written on a claims-made
coverage form: j
(a) The retroactive date must be shown, and this date must be before the
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execution date of the contract.
(b) Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of work.
(c) If coverage is cancelled or non-renewed, and not replaced with another JJ
claims-made policy form with a retroactive date prior to the contract effective, or start of work I
date, Grantee must purchase extended reporting period coverage for a minimum of five (5) years
after completion of work.
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(d) A copy of the claims reporting requirements must be submitted to City.
14.6 Acre_ptability of Insurers. Insurance is to be placed with insurers authorized to
conduct business in the state of California with a current A.M. Best rating of no less than A:VI1,
unless otherwise acceptable to City.
14.7 Waiver of Subry ation. Grantee hereby agrees to waive rights of subrogation
which any insurer of Grantee may acquire from Grantee by virtue of the payment of any loss.
Grantee agrees to obtain any endorsement that may be necessary to affect this waiver of
subrogation. The Workers' Compensation policy shall be endorsed with a waiver of subrogation
in favor of City for all work performed by Grantee, its employees, agents, contractors and sub-
contractors.
EXHIBIT 2
14.8 Verification of,Coverage. Grantee shall furnish City with original Certificates
of Insurance including all required amendatory endorsements (or copies of the applicable policy
language effecting coverage required by this clause). A statement on a Certificate(s)/Evidence
of Insurance will not be accepted in lieu of the actual endorsements required herein. Failure to
obtain the required documents prior to the work beginning shall not waive Grantee's obligation
to provide them. City reserves the right to require complete, certified copies of all required
insurance policies, including endorsements, required by these specifications, at any time.
14.9 Sub-Contractors. Grantee shall require and verify that all sub-contractors
maintain insurance meeting all requirements stated herein, and Grantee shall ensure that City is
an additional insured on insurance required from sub-contractors. For CGL coverage, sub-
contractors shall provide coverage with a form at least as broad as CG 20 38 04 13.
14.10 Surety bonds. Grantee shall provide the following Surety Bonds:
(a) Bid Bond
(b) Performance Bond
(c) Payment Bond
(d) Maintenance Bond
The Payment Bond and the Performance Bond shall be in a sum equal to the contract
price. If the Performance Bond provides for a one-year warranty a separate Maintenance Bond
is not necessary. If the warranty period specified in the contract is for longer than one year a
Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed
by a responsible corporate surety, authorized to issue such bonds in the State of California and
secured through an authorized agent with an office in California.
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14.11 Special Risks or Circumstances. City reserves the right to modify these
requirements, including limits, based on the nature of the risk,prior experience, insurer,
coverage, or other circumstances.
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14.12 Claims and Proceedings. Grantee shall give City immediate notice of any
material casualty to any portion of the Property,whether or not covered by insurance, and of the
initiation or threatened initiation of any proceeding for the condemnation or other taking for
public or quasi-public use of any portion of the Property (collectively, "Condemnation"), and
shall provide City with copies of all documents which pertain to any such casualty or
Condemnation. Grantee shall take all action reasonably required by City in connection therewith
to protect the interests of Grantee and/or City, and City shall be entitled(without regard to the j
adequacy of its security)to participate in any action, claim, adjustment or proceeding and to be
represented therein by counsel of its choice. Grantee shall not settle, adjust, or compromise any '
claim, action, adjustment or proceeding without prior written approval, which approval shall not
be unreasonably withheld or delayed.
14.13 Deliver
y of Proceeds to City. In the event that, notwithstanding the "lender's
loss payable endorsement" requirement set forth above, the proceeds of any casualty insurance
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EXHIBIT 2
policy described herein are paid to Grantee, Grantee shall, subject to any superior rights of the
Senior Lender, deliver such proceeds to the City immediately upon receipt.
14.14 Application of Casual Insurance Proceeds. Subject to any superior rights of
the Senior Lender, any proceeds collected (the "Proceeds")under any casualty insurance policy
described in this Agreement shall be disbursed to Grantee as provided below, but only upon
fulfillment of each of the following conditions (the "Restoration Conditions")within ninety(90)
days (unless extended by mutual agreement of Grantee and City)following the occurrence of
the receipt of the Proceeds: ,
(a) Grantee shall demonstrate to City's reasonable satisfaction that the
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Proceeds (together with amounts deposited by Grantee pursuant to subparagraph(b)) will be
adequate to repair the Improvements and to restore the fair market value of the Property, within
a time period reasonably determined by City, to at least the value it had immediately prior to
sustaining the damage. Such demonstration shall include delivery to City of: (i)plans and
specifications reasonably satisfactory to City; and, (ii) a construction contract in form and
content, and with a contractor, reasonably satisfactory to City;
(b) To the extent that the Proceeds (together with all undisbursed Grant
proceeds and any other financing proceeds available to the Grantee) are insufficient to
accomplish the restoration required above, Grantee shall deliver to City funds (the "Shortfall
Funds") in the amount of such shortfall, which funds shall be assigned to City as security for
Grantee's obligation hereunder and held and disbursed in the same manner as the Proceeds;
(c) Grantee shall execute such documents as City reasonably requires to
evidence and secure Grantee's obligation to use all amounts disbursed for the diligent
restoration of the Property; and,
(d) No Event of Default shall remain uncured.
14.15 Method of Disbursement and Undisbursed Funds. Any Proceeds and Shortfall
Funds to be disbursed to Grantee shall be held by the Senior Lender if a Senior Loan is
outstanding, and disbursed in accordance with the Senior Loan Documents or, if no Senior Loan,
then held by the City and disbursed in accordance with the City's then customary disbursement
procedures and related provisions. Any amounts remaining undisbursed following completion of
such restoration shall be returned to Grantee up to the amount of any Shortfall Funds deposited
by Grantee, and any other amounts remaining shall either be paid to Grantee or applied by the
Senior Lender, or the City in the absence of a Senior Loan, as the case may be against any
obligations that are secured by a lien on the Property, as they elect in their sole and absolute
discretion.
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14.16 Failure to Satisf Conditions. In the event that Grantee fails to fulfill the
Restoration Conditions within one hundred and eighty (180) days (unless extended pursuant to
Section 15.4)following the date Proceeds are received, the Proceeds shall be applied by City
against any obligations to City that are secured by a lien on the Property, and the selection of j
which such obligations to apply the Proceeds against shall be made by City in its sole and
absolute discretion.
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14.17 Restoration. Nothing in this Article 15 shall be construed to excuse Grantee
from repairing and restoring all damage to the Property in accordance with other Grant
Document provisions.
14.18 Condemnation; Treatment of Compensation.
(a) Subject to any superior rights of Senior Lender, Grantee hereby assigns to
the City, as security for all obligations to City secured by a lien on the Property, all amounts
payable to Grantee in connection with any Condemnation, and any proceeds of any related
settlement(collectively, "Compensation"). Subject to any superior rights of Senior Lender,
Grantee shall deliver such remaining Compensation to City immediately upon receipt. If the
taking results in a loss of the Property to an extent that, in the reasonable opinion of City,
renders or is likely to render the Property not economically viable or if,in City's reasonable
judgment Grantee's security is otherwise impaired, City may apply the Compensation received
due to judgment or settlement in connection with any condemnation or other taking to repay the
Grant. If so applied, any award in excess of the Grant repayment and other sums due to City
shall be paid to Grantee or Grantee's assignee. City shall have no obligation to take any action in j
connection with any actual or threatened condemnation or other proceeding.
(b) Notwithstanding the foregoing, as long as the value of City's liens are not
impaired, any condemnation proceeds may be used by the Grantee for repair and/or restoration j
of the Project.
14.19 Waiver of Subrogation. Grantee hereby waives all rights to recover against the
City (or any officer, employee, agent or representative of City) for any loss incurred by Grantee
from any cause insured;provided, however, that this waiver of subrogation shall not be
effective with respect to any insurance policy if the coverage thereunder would be materially
reduced or impaired as a result. Grantee shall use its best efforts to obtain only policies that
ermit the foregoing p g g waiver of subrogation.
15. DEFAULTS AND REMEDIES
15.1 Events of Default. Failure or delay by either party to perform any material term
or provision of this Agreement within the time periods provided herein for such performance
constitutes a default under the Agreement. If any party defaults in performance of its material
obligations, covenants or agreements hereunder, the defaulting party shall be entitled to cure the
default in accordance with this section. The injured party shall give written notice of default to
the party in default, specifying the default complained of by the injured party. Delay in giving
such notice shall not constitute a waiver of any default nor shall it change the time of default.
Unless a specific time to cure is set forth below, the defaulting party must, within thirty (30)
days following service of said written notice, commence to cure, correct or remedy such failure
or delay and shall complete such cure, correction, or remedy with reasonable diligence, '
provided that any cure must occur within ninety (90) days, or such shorter time specified below.
Without limitation, the occurrence of any of the following, whatever the reason therefore which
is not cured, shall constitute an Event of Default by Grantee:
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(a) Grantee fails to perform any obligation for the payment of money under
this Agreement, and such failure is not cured within ten(10) Business Days after Grantee's
receipt of written notice that such obligation was not performed when due;
(b) Any representation or warranty in this Agreement proves to have been
incorrect in any material respect when made;
(c) The Property is materially damaged or destroyed by fire or other casualty
unless Grantee fulfills the Restoration Conditions set forth in the insurance provisions of this
Agreement within one hundred eighty (180)days and thereafter diligently restores the Property
in accordance with this Agreement;
(d) Work on the construction ceases for sixty (60) consecutive days for any
reason (other than Force Majeure delays, as defined in Section 17.2);
(e) Grantee is enjoined or otherwise prohibited by any Governmental
Authority from constructing and/or occupying the Improvements and such injunction or
prohibition continues unstayed for sixty (60)days or more for any reason;
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(f) Construction of the Project has not commenced within sixty(60) days of
the Initial Disbursement.
(g) Construction of the Project in accordance with the Scope of Work is not
complete within two (2) years from the Initial Disbursement. -
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(h) Grantee has not commenced leasing the Affordable Units to Eligible
Households within eighteen (18) months from completion of the Scope of Work.
(i) Grantee is dissolved, liquidated or terminated, or all or substantially all of
the assets of Grantee are sold or otherwise transferred without the City Project Manager's prior
written consent; or,
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(j} Grantee is the subject of an order for relief by a bankruptcy court, or is
unable or admits its inability to pay its debts as they mature, or makes an assignment for the
benefit of creditors; or Grantee applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator,rehabilitator or similar officer for it or any part of its
property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer is appointed without the application or consent of Grantee and the appointment continues
undischarged or unstayed for ninety (90) days; or Grantee institutes or consents to any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution,
custodianship, conservatorship, liquidation, construction or similar proceeding relating to it or
any part of its property; or any similar proceeding is instituted without the consent of Grantee
and continues undismissed or unstayed for ninety(90) days; or any judgment, writ, warrant of
attachment or execution, or similar process is issued or levied against any property of Grantee
and is not released, vacated or fully bonded within ninety (90) days after its issue or levy.
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15.2 Remedies U on Default. Upon the occurrence of any Event of Default, City
may, at its option and in its absolute discretion, do any or all of the following:
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(a) Terminate this Agreement by giving written notice to Grantee and seek
monetary damages for breach of the Agreement or restitution for the HHAP Grant. Upon written
notice of termination and demand from the City, Grantee shall repay to the City all or some
portion of the HHAP Grant proportionate to the scale and duration of the uncorrected
noncompliance relative to the term of the Regulatory Agreement, or, at City's election,the total
amount of funds disbursed by the City for the HHAP Grant multiplied by the percentage of the j
Project that has not been completed; provided, however, for an Event of Default described in
Section 15.1(c), Grantee shall automatically, and without notice or other action on City's part,
cause all such amounts to be immediately due and payable.
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(b) In its own right or by a court-appointed receiver, take possession of the
Property, enter into contracts for and otherwise proceed with the completion of the construction
by expenditure of its own funds, and operate the Project in accordance with the Regulatory
Agreement.
(c) Exercise any of its rights under this Agreement,the Regulatory
Agreement, and any rights provided by law, including, without limitation,the right to seek
specific performance and the right to foreclose on any security and exercise any other rights with
respect to any security, inclusive of the Construction Security, all in such order and manner as
City elects in its sole and absolute discretion.
(d) Suspend or terminate the award of City funds if Grantee fails to comply
with any term of such award.
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(e) Foreclose on the City Deed of Trust.
15.3 Cumulative Remedies: No Waiver. City's rights and remedies under the Grant
Documents are cumulative and in addition to all rights and remedies provided by law. The
exercise by City of any right or remedy shall not constitute a cure or waiver of any default, nor 11
invalidate any notice of default or any act done pursuant to any such notice, nor prejudice the
City in the exercise of any other right or remedy.No waiver of any default shall be implied
from any omission by City to take action on account of such default if such default persists or is j
repeated.No waiver of any default shall affect any default other than the default expressly '
waived, and any such waiver shall be operative only for the time and to the extent stated.No
waiver of any provision of any Grant Document shall be construed as a waiver of any
subsequent breach of the same provision. City's consent to or-approval of any act by Grantee
requiring further consent or approval shall not be deemed to waive or render unnecessary City's
consent to or approval of any subsequent act. The City's acceptance of the late performance of
any obligation shall not constitute a waiver by City of the right to require prompt performance
of all further obligations; City's acceptance of any performance following the sending or fling
of any notice of default shall not constitute a waiver of either party's right to proceed with the
exercise of its remedies for-any unfulfilled obligations; and City's acceptance of any partial
performance shall not constitute a waiver by City of any rights.
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16. MISCELLANEOUS
16.1 Obligations Unconditional and Independent. Notwithstanding the existence at
any time of any obligation or liability of City to Grantee,or any other claim by Grantee against
City, in connection with the Grant or otherwise, Grantee hereby waives any right it might
otherwise have: (a)to offset any such obligation, liability or claim against Grantee's obligations
under this Agreement; or, (b)to claim that the existence of any such outstanding obligation,
liability or claim excuses the nonperformance by Grantee of any of its obligations under this
Agreement.
16.2 Notices, All notices, demands, approvals and other communications provided for
in this Agreement shall be in writing and be delivered to the appropriate party by personal
service or U.S. marl at its address as follows:
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If to Grantee: Illumination Foundation 1
Pooja Bhalla, DNP, RN j
Chief Executive Officer
2871 Pullman Street
Santa Ana, CA 92705 1
If to City: Community Development Agency of the City of Santa Ana
Housing Division Manager or Homeless Services Manager
20 Civic Center Plaza(M�-26) g
P.O. Box 1988
With a copy to: Santa Ana, California 92702
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Office of the City Attorney j
City of Santa Ana
20 Civic Center Plaza, 7th Floor(M-29)
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Addresses for notice may be changed as required by written notice to all other parties. All
notices personally served shall be effective when actually received. All notices mailed shall be
effective three (3) days after deposit in the U.S. Mail, postage prepaid. The foregoing
notwithstanding, the non-receipt of any notice as the result of a change of address of which the
sending party was not notified or as the result of a refusal to accept delivery shall be deemed
receipt of such notice.
16.3 Survival of Re resentations and Warranties. All representations and
warranties in this Agreement shall survive the making of the Grant(s) described herein until the
City determination of Completion of Construction and have been or will be relied on by City
notwithstanding any investigation made by either party.
16.4 No Third Parties Benefited. This Agreement is made for the purpose of setting
forth rights and obligations of Grantee and the City, and no other person shall have any rights
hereunder or by reason hereof
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16,5 Binding Effect- Assignment of Obligations. This Agreement shall bind, and
shall inure to the benefit of, Grantee and City and their respective successors and assigns. Other
than as expressly provided to the contrary in this Agreement, Grantee shall not assign any of its
rights or obligations under this Agreement without the prior written consent of City, which
consent may be withheld in City's sole and absolute discretion. Any such assignment without j
such consent shall, at City's option, be void.
16.6 Prior Agreements; Amendments; Consents. This Agreement contains the
entire agreement between the Cityand Grantee with respect to the Grant n
and all prior
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negotiations, understandings and agreements g g g are superseded by this Agreement. No ,
modification of this Agreement(including waivers of rights and conditions) shall be effective
unless in writing and signed by the party against whom enforcement of such modification is
sought, and then only in the specific instance and for the specific purpose given.
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16.7 Governine Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of California. Grantee irrevocably and
unconditionally submits to the jurisdiction of the Superior Court of the State of California for
the County of Orange or the United States District Court of the Central District of California, as
City may deem appropriate, in connection with any legal action or proceeding arising out of or
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relating to this Agreement. Assuming proper service of process, Grantee also waives any
objection regarding personal or in rem jurisdiction or venue.
16.8 Seyerability of Provisions.No provision of this Agreement that is held to be }
unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of
this Agreement are hereby declared to be severable.
16.9 Headings. Article� and section headings are included in this Agreement for
convenience of reference only and shall not be used in construing this Agreement.
16.10 Conflicts. In the event of any conflict between the provisions of this Agreement
and those of the Regulatory Agreement, this Agreement, unless otherwise expressly provided,
shall prevail; provided however that, with respect to any matter addressed in the other such j
documents,the fact that one document provides for greater,lesser or different rights or obligations {
than the others shall not be deemed a conflict unless the applicable provisions are inconsistent
and could not be simultaneously enforced or performed.
16.11 Time of the Essence. Time is of the essence under this Agreement and in the
performance of every term, covenant, and obligation contained herein.
16.12 Conflict of Interest.
(a) No member, official or employee of the City shall have any direct or
indirect interest in this Agreement,nor participate in any decision relating to the Agreement, ;
which is prohibited by law.
(b) Grantee covenants that it presently has no interests and shall not have
interests, direct or indirect, which would conflict in any manner with performance of this
Agreement.
EXHIBIT 2
16.13 Warranty Against Payment of Consideration. Grantee warrants that it has not
paid or given, and will not pay or give, any third person any money or other consideration for
obtaining this Agreement.
16.14 Ownershi of Plans and Data.
(a) City shall have a non-exclusive and perpetual license 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, which are prepared or caused to be prepared by Grantee
under this Agreement("Documents &Data"). Grantee shall require all subcontractors to agree ,I
in writing that City is granted a non-exclusive and perpetual license for any Documents & Data
the subcontractor prepares under this Agreement. Grantee represents and warrants that Grantee
has the legal right to license any and all Documents & Data. Grantee makes no such
representation and warranty in regard to Documents &Data which were provided to Grantee by
the City. City shall not be limited in any way in its use of the Documents &Data at any time,
provide that any such use not within the purposes intended by this Agreement shall be at city's
sole risk.
(b) Where Grantee does not proceed with the work and construction of the
Project, and when this Agreement is terminated with respect thereto for any reason, Grantee shall
deliver to City any and all plans and data concerning the Property, and City or any person or
entity designated by City shall have the right to use such plans and data without compensation to
Grantee. Such right of City shall be subject to any right of the preparer of the plans to their use.
16.15 Authority to Enter Agreement. 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 Agreement,and shall indemnify the 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.
(Signatures on following page)
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IN WITNESS WHEREOF,the parties hereto have caused this Conditional Grant Agreement to
be executed on the date set forth at the beginning of this Agreement.
GRANTEE
ILLUMINATION FOUNDATION
Name: t4 Al
Title:
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Tax ID: 33-0315864
Unique Entity ID: KUA8LPUW9TK9
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EXHIBIT 2
ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Alvaro Nunez
City Clerk City Manager
Dated: Dated:
APPROVED AS TO FORM:
SONIA R. C/IA,Rl!V--ALHO, City Attorney
'��ta�Q
By:
Matthew Cody
Best, Best&Krieger
Special Counsel for the City
Dated: October 29, 2024
RECOMMENDED FOR APPROVAL:
Michael L. Garcia
Executive Director
Community Development Agency
EXHIBIT 2
ATTEST: CITY OF SANTA ANA
nnifer L all _ Alvaro Nunez `
erk City Manager
Dated: Dated:
APPROVED AS TO FORM:
SONIA R. CARVALHO, City Attorney
By:
Matthew Cody
Best, Best& Krieger
Special Counsel for the City
Dated:
RECOMMENDED FOR APPROVAL:
Michael L. Garcia
Executive Director
Community Development Agency
EXHIBIT 2
EXHIBITS
A. Legal Description of the Property
B. Project Description/ Scope of Work
C. Project Budget
D. Affordable Housing Regulatory Agreement and Declaration of Covenants and
Restrictions
E. State HHAP Round 1, 2 and 3 Agreements
F. Performance Deed of Trust
G. NEPA Mitigation Measures
H. Community Workforce Agreement
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EXHIBIT A
LEGAL, DESCRIPTION OF THE PROPERTY
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EXHIBIT "A"
Legal Description of the Property
All that certain real property situated in the County of Orange, State of California, described as
follows:
Lot 12 of Tract No. 1022, in the City of Santa Ana, County of Orange, State of California, as
shown on a map recorded in Book 34, Pages 20 and 21 of Miscellaneous Maps, in the Office of
the County Recorder of said County.
APN: 198-231-10
EXHIBIT 2
EXHIBIT B
PROJECT DESCRIPTION/SCOPE OF WORK
EXHIBIT 2
EXHIBIT "B"
Project Description /Scope of Work
The Project includes the rehabilitation of 2 two-story residential buildings that were previously
utilized by The Lovers of the Holy Cross Sisters as a convent. The Developer will convert the two
residential buildings into eleven (11) rental units comprised of two (2) one-bedroom units, seven
(7) two-bedroom units, and two (2) three-bedroom units. One (1) one-bedroom unit and seven
(7) two-bedroom units will be restricted to homeless TAY at or below 30% of the Area Median
Income ("AMI"). The two (2) three-bedroom units will be structured as shared housing for
homeless senior citizens at or below 50% of the AMI. One (1) one-bedroom unit will be
unrestricted and reserved for an on-site manager. The Project's unit mix and rent restrictions are
as follows:
Bedroom Size 30%AMI 50%AMI Manager's Total Units
(PSH) (PSH) Unit
One-Bedroom (TAY) 1
Two-Bedroom (TAY) 7
One-Bedroom 1
Three-Bedroom (Senior) 2
TOTAL 8 2 1 11
The Developer proposes to construct an Accessory Dwelling Unit ("ADU") on the Site. The ADU
will be used as office space for supportive services and programming functions. An existing
preschool building is also located on the Site. The Developer proposes to work with Head Start
to renovate and operate the preschool space.
As proposed, there is no enlargement of the apartment buildings and no increase in the
number of units as originally constructed. Moreover, the overall scope of work includes the
proposed conversion of an existing storage shed into an ADU with two bedrooms.
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EXHIBIT 2
EXHIBIT C
PROJECT BUDGET
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EXHIBIT "C'"
Project Budget
Description Amount
Site Acquisition 4,056,000
Total Acquisition Cost $ 4,056,000
Demolition
70,911
Landscape&Irrigation 13,800
Striping 16,531
Concrete 40,466
Masonry 12,275
Steel 50,563 I
Rough Carpentry 200,193
Millwork 79,999
Insulation 11,946
Roofing 27 377
Doors/Frames/Hardware 61,645
Glass&Glazing 15,132
Drywall 87,182
Ceramic Tile&Stone
0
Flooring 167,186
Paint&Wall Covering 108,229
Misc.Specialties 20,085
Toilet Partitions&Accessories 8,646
Window Covering 7,630
Plumbing 211,335
H VAC 211,721
Electrical 247,631 f
Fire Alarm/Life Safety 11,083
Fire Sprinklers 547,500
Clean-up 6,732
Subtotal Construction Detail $ 2,235,798 i
General Conditions 121,373
Liability Insurance 1% 23,572
Fee 5% 119,037
Contingency 15% 374,967
Subtotal Construction Cost $ 2,874,747
Architectural and Engineering Fees Allowance 105,000
Permit& Plan Check Allowance 61,972
Builder's Risk Insurance 10,000
Owner Administration 3% 91,552
Developer Fee 3% 91,552
Total Construction Cost $ 3,234,822
Total Project Cast $ 7,29O,S22
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EXHIBIT 2
EXHIBIT D
AFFORDABLE HOUSING REGULATORY AGREEMENT AND DECLARATION OF
COVENANTS AND RESTRICTIONS
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RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:
City of Santa Ana
Clerk of the Council
20 Civic Center Plaza(M-30)
P.O. Box 1988
Santa Ana, California 92702 1
Attention: City Clerk
Free Recording pursuant to
Government Code 27383
AFFORDABLE HOUSING REGULATORY AGREEMENT WITH DECLARATION OF
COVENANTS AND RESTRICTIONS
(918 North Bewley Street [APN 198-231-101)
This AFFORDABLE HOUSING REGULATORY AGREEMENT WITH DECLARATION
OF COVENANTS AND RESTRICTIONS ("Regulatory Agreement"), made and entered into this 1 St"
day of October, 2024 ("Effective Date"), by and between the City of Santa Ana, a charter city and
municipal corporation of the State of California ("City"), and Illumination Foundation, a
California nonprofit corporation ("Owner"). City and Owner are sometimes referred to collectively
as the "Parties" and individually as a"Party."
RECITALS
A. Owner is the owner of that certain property located within the City of Santa Ana,
County of Orange, State of California, commonly known as 918 N. Bewley Street,
Santa Ana, California 92703, with Assessor Parcel Number 198-231-10, with the
legal description set forth in Exhibit A attached hereto and incorporated herein by
this reference ("Property").
B. City and Owner have entered into a Conditional Grant Agreement, pursuant to
which, City agreed to provide a Homeless Housing, Assistance, and Prevention
grant(the "HHAP Grant")in an amount up to Two Million Twenty One Thousand
Three Hundred Nineteen Dollars($2,021,319)to Owner for renovating the existing
residential buildings for the purpose of using the Property as an affordable housing J
project with ten(10)affordable units for homeless seniors and homeless youth, and
one unrestricted manager's unit(the "Project"). The affordable units in the Project
shall include: one (1) one-bedroom unit, seven(7)two-bedroom units, and two (2)
three-bedroom units. The Project also includes twenty-nine (29) parking spaces,
with twenty(20)spaces for residents and nine(9)spaces for the intended preschool,
with one (1) accessible space and one (1) loading parking stall.
C. As a condition of receiving the HHAP Grant, Owner agrees that this Regulatory
Agreement shall be recorded against the Property prior to disbursement of any
portion of the HHAP Grant and that the Properly and the Project shall be subj ect to
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the covenants and restrictions set forth herein. Thus, this Regulatory Agreement is
intended to implement and fulfill obligations set forth in the Conditional Grant
Agreement.
D. This Agreement, and the exhibits attached hereto and incorporated herein by
reference, are intended to set forth the terms and conditions for the implementation
of the Project's requirement to provide affordable housing units in accordance with
the Conditional Grant Agreement.
NOW, THEREFORE, in consideration of the above recitals, which are incorporated I�
herein by this reference, and of the mutual covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties
agree as follows;
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1. DEFINITIONS AND EXHIBITS
1.1 Definitions. In addition to the terms that may be defined elsewhere in this
Agreement,the following terms when used in this Agreement shall be defined as follows:
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1.1.1 "Adjusted for family size appropriate to the unit" shall
have the meaning set forth by Health and Safety Code Section 50052.5(h).
1.1.2 "Affordable Rent" means the maximum Monthly Rent that
may be charged to and paid by an Eligible Household for the Affordable Units, as
required by the terms of this Agreement, and which shall not exceed rents
established by the Multifamily Tax Subsidy Program for the Eligible Household,
as further set forth in Section 3.3 of this Agreement. The Affordable Rent shall be
adjusted to reflect a reasonable allowance for utilities paid by the household using
the Santa Ana Housing Authority Multi-Family Housing Utility Allowance
Schedule, and shall be updated no less than annually.
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1.1.3 "Affordable Rent Schedule" means a rent schedule
established as of the date of issuance of an occupancy permit (exclusive of tenant
utility payments or security deposits) for the required number/percentage of the
total number of units in the Project which are to be rented or available for rent to
Qualified Residents. Said Affordable Rent Schedule shall be established at the time
of the issuance of the occupancy permit ("Initial Rent Schedule") and shall be
created in accordance with the Orange County, California Primary Metropolitan
Statistical Area ("PMSA") as published by the California Department of Housing
and Community Development ("HCD"), adjusted for family size, and shall be
updated no less than annually.
1.1.4 "Affordable Units" shall mean the ten(10)affordable units
restricted for occupancy by the Regulatory Agreement as follows: one (1) one-
bedroom unit and seven(7)two-bedroom units shall be restricted for occupancy by
Qualified Homeless Youth, and two (2)three-bedroom units shall be restricted for
occupancy by Qualified Seniors who qualify as Very Low Income, as further
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defined in the Regulatory Agreement. Any change to the number or distribution of
Affordable Units is subject to City Manager approval.
1.1.5 "Agreement" means this Affordable Housing Regulatory
Agreement and Declaration of Covenants and Restrictions.
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1.1.6 "City" means the City of Santa Ana, California
1.1.7 "City Council" means the City Council of the City of Santa j
Ana.
1.1.8 "City Attorney" means the City Attorney for the City of
Santa Ana.
1.1.9 "City Manager" or "Acting City Manager" means the
City Manager for the City of Santa Ana.
1.1.10 "City's Planning Commission" means the Planning
Commission for the City of Santa Ana. i
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1.1.11 "Owner" means Illumination Foundation, a California
nonprofit corporation, and its permitted successors and assigns to all or any part of
the Property, Project or this Agreement.
1.1.12 "Effective Date" means the date the Owner and the City
shall record or cause to be recorded in the Official Records for Orange County,
California, an executed original of this Agreement, pursuant to section 4.1 herein.
1.1.13 "Eligible Household" means a Qualified Resident who
meets the requirements for residing in an Affordable Unit and all persons within
the same family unit of the Qualified Resident, subject to the eligibility and
occupancy standards as set forth herein.
1.1.14 "Extremely Low Income" means an adjusted income that
does not exceed thirty percent (30%) of the area median income for the Orange
County, California PMSA, adjusted for household size, as published by HUD.
1.1.15 "Extremely Low Income Household" means a Household
whose income qualifies as Extremely Low Income, adjusted for household size, as
published by HUD.
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1.1.16 "Gross Household Income" means all income from
whatever source for all Qualified Residents who are part of the same Eligible
Household, which is anticipated to be received during the 12-month period
following the date of the determination of Gross Household Income. The applicable
sources of income are defined in California Code of Regulations Title 25 Housing
and Community Development Section 6914.
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EXHIBIT 2
1.1.17 "Median Income" means the Orange County, California
area median income, adjusted for family size appropriate to the unit pursuant to
California Health and Safety Code § 50052.5(h),as periodically published by HCD.
1.1.18 "Monthly Rent" means the total of monthly payments for:
(a) use and occupancy of each Affordable Unit and land and facilities associated
therewith; (b) any separately charged fees or service charges assessed by Owner
which are required of all tenants, other than security deposits or application fees;
(c) a reasonable allowance for an adequate level of service of utilities not included
in(a) or (b) above, including garbage collection, sewer, water, electricity, gas and
other heating, cooking and refrigeration fuels, but not including telephone or cable
service,to the extent applicable and charged to tenant; and, (d)possessory interest,
taxes or other fees or charges assessed for use of the land and facilities associated
therewith by a public or private entity other than Owner. In the event that certain
utility charges are paid by the landlord rather than the tenant, no utility allowance
shall be deducted from the rent for that type of utility charge.
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1.1.19 "Project" means that certain affordable residential housing
project as more particularly described in Recital B and Section 2 of this Agreement. j
1.1.20 "Property" means that certain real property more
particularly described in the legal description in Exhibit A and improvements
thereon.
1.1.21 "Qualified Senior(s)"means any person over the age of 62
who qualifies as "homeless" within the meaning of Section 578.3 of 24 C.F.R. §
578.3, and whose Gross Income does not exceed the limit for a Very Low Income
Household.
1.1.22 "Qualified Homeless Youth" means any person between f
the age of eighteen (18) and twenty four (24) who qualifies as "homeless" within
the meaning of Section 578.3 of 24 C.F.R. § 578.3, and whose Gross Income does
not exceed the limit for an Extremely Low Income Household. Qualified Homeless
Youth include unaccompanied youth who are pregnant or parenting.
1.1.23 "Qualified Resident(s)" means Qualified Seniors and
Qualified Homeless Youth. ;
1.1.24 "Term" means the period during which this Agreement
shall be in full force and effect, as provided for in Section 6.1 below.
1.1.25 "Unit" means a residential dwelling unit within the Project
to be constructed or caused to be constructed by Owner pursuant to this Agreement.
1.1.26 "Unrestricted Unit" means the manager's unit referenced
in Section 2.3.
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EXHIBIT 2
1.1.27 "Very Low Income" means an adjusted income that does
not exceed fifty percent (50%) of the area median income for the Orange County,
California PMSA, adjusted for household size, as published by HUD.
1.1.28 "Very Low Income Household"means a Household whose
annual income qualifies as Very Low Income, adjusted for household size, as
published by HUD.
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1.2 Exhibits. The following documents are attached to, and by this reference made a
part of, this Agreement:
1.2.1 Exhibit A—Legal Description of the Property
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1.2.2 Exhibit B--Tenant Verification
1.2.3 Exhibit C—Annual Tenant Recertification
1.2.4 Exhibit D—Annual Rental Housing Compliance Report
2. DEVELOPMENT OF THE PROPERTY
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2.1 Project. Owner shall rehabilitate, operate, and maintain, or cause the rehabilitation,
operation and maintenance of, the Property as an eleven (11) unit rental residential community, j
with ten(10) Affordable Units for Qualified Residents. =
2.2 Parking Requirements.The Project shall have no less than twenty-nine(29)parking
spaces, with twenty (2.0) spaces for residents and nine (9) spaces for the intended preschool. The
parking shall include one (1) accessible space and one (1) loading parking stall.
2.3 Minimum Development Standards for Affordable Units. The Affordable Units
shall be constructed with the same exterior appearance and interior features, fixtures, and
amenities, and shall use the same type and quality of materials as provided for any Unrestricted
Units, regardless of whether such Unrestricted Units are in the Project.
2.4 Permits and Processin . Compliance with Laws. Owner, at its sole cost and
expense, or as otherwise set forth in a separate written agreement, shall secure or cause to be
secured any and all permits that may be required for the construction and rehabilitation of the
Project by City or any other federal, state, or local governmental entity having or claiming
jurisdiction over the Property or Project. Upon securing any and all permits, and all necessary j
financing and property interests, Owner shall carry out and perform the rehabilitation, operation,
and maintenance of the Project or cause the performance of the rehabilitation, operation, and
maintenance of the Project, in conformity with all applicable federal, state, and local laws and j
regulations, and all conditions of approval issued by the City Council and City's Planning
Commission for the Project. Any changes to the Project shall be reviewed by the City to determine
compliance with this Agreement. if any changes to the Project shall materially alter the ability of
Owner to comply with any terms of this Agreement in City's sole determination, then City and
Owner shall meet and confer to address amendments and revisions to this Agreement as necessary.
EXHIBIT 2
2.5 Relocation Prior to Commencement of Project. If relocation is required prior to the
completion of rehabilitation of the Project, Owner shall have the sole and exclusive responsibility
for providing relocation assistance and paying all relocation costs as may be required to comply
with applicable federal and state laws and regulations. In addition to any other indemnity provided
by Owner under this Agreement, Owner shall indemnify, defend (with counsel of City's choosing
and the consent of Owner, which shall not be unreasonably withheld, and which may be joint
defense counsel upon City's and Owner's consent), and hold harmless City and all of its officials,
officers, employees, representatives, volunteers and agents from any and all alleged or actual
claims, causes of action, liabilities, and damages from any third party for relocation assistance, '
benefits and costs prior to the completion of the Project.
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2.6 Mechanic's Liens; Indemnification. Owner shall take all actions reasonably
necessary to remove any future mechanic's liens or other similar liens (including design
professional liens) against the Property or Project, or any part thereof, by reason of work, labor,
services, or materials supplied or claimed to have been supplied to Owner or caused by, at the
direction of, or on behalf of Owner. Prior to the recording of this Agreement (or memorandum
thereof) pursuant to Section 4.1 below, Owner shall provide evidence from the Title Company of {
any new recordings against the Property or Project. City hereby reserves all rights to post notices
of non-responsibility and any other notices as may be appropriate upon a filing of a mechanic's
lien. In addition to any other indemnity provided by Owner under this Agreement, Owner shall
indemnify, defend (with counsel of City's choosing and the consent of Owner, which shall not be
unreasonably withheld,conditioned or delayed and which may be joint defense counsel upon City's
and Owner's consent), and hold harmless City and all of its officials, officers, employees,
representatives, volunteers and agents from any and all alleged or actual claims, causes of action,
liabilities,and damages from any third party by reason of a mechanic's lien or work,labor,services,
or materials supplied or claimed to have been supplied to Owner or caused by, at the direction of, j
or on behalf of Owner.
3. AFFORDABILITY
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3.1 Total Affordability,Term. Owner agrees and covenants, which covenants shall run
with the land and bind Owner, its successors, its assigns and every successor in interest to the
Property that each Affordable Unit shall be restricted to use and occupancy by a Qualified Resident
for a total period of no less than fifty-five (55) years ("Total Affordability Term"). The Total
Affordability Term for an Affordable Unit shall commence on the date that the building in which
the Affordable Unit is located receives all required occupancy permits from the City. The
occupancy permits may be issued in the form of the Certificate of Occupancy or Final Inspection
Notice from the City.
3.2 Memorializing Commencement of Total Affordabili1y Term. Owner,shall keep or
cause to be kept detailed records of the commencement date of the Total Affordability Term for
each Affordable Unit. City shall have the right to review and verify said records without a fee from
City to Owner to ensure that the commencement date specified by Owner for an Affordable Unit
coincides with the date that the initial Affordable Unit received all permits from City required for
occupancy of the Unit. In the event that a conflict exists between the date specified by Owner for
the commencement of the Total Affordability Term for an Affordable Unit and the date specified
EXHIBIT 2
by City's issuance of all required permits for occupancy of the Unit, the date specified by City's
issuance of all required permits for occupancy of the Unit shall control.
3.3 AffordabiIit Levels/Unit Mix.
3.3.1 Manager's Unit. The Project may have one (1) Unrestricted
Unit that is a one-bedroom unit for the manager and which is not subject to the
requirements for an Affordable Unit referenced herein.
3.3.2 Affordable Units. The Project, for purposes of this
Agreement, shall provide ten(10)Affordable Units. Owner shall provide eight(8)
Affordable Units for occupancy by Qualified Homeless Youth, and two (2)
Affordable Units for Qualified Seniors, as follows:
No.of 1
No. of units Occupancy Affordability
Bedrooms (Incomes/Rents) i
Qualified Homeless
Youth 30%AMI /30%AMI
2 MTSP Rent
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3 Qualified Seniors 50%AM1/50%AMI
— MTSP Rent
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3.3.3 Shared Housing. The Affordable Units for Qualified Seniors
shall be operated as shared housing, and each bedroom shall be rented as individual
units to Qualified Seniors of the same household. The remainder of each
Affordable Unit shall be shared by the residents.
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3.3.4 Affordable Rent. Owner covenants that the Affordable Units
shall at all times during the Total Affordability Term be rented to, or held vacant
and available for iminediate occupancy by an Eligible Household at an Affordable
Rent. The Affordable Rent shall comply with the following. !
3.3.5 For the eight (8) Affordable Units restricted for Qualified
Homeless Youth,the Affordable Rent for each Eligible Household shall not exceed
the thirty percent (30%) of area median income (AMI) rent limit as published by
HCD for the Multifamily Tax Subsidy Program ("Affordable Homeless Youth
Rent").
3.3.6 For the two (2) Affordable Units restricted for Qualified
Q I
Seniors and operated as Shared Housing units as described in Section 3.3.3, the I
total Affordable Rent for the Affordable Unit shall not exceed the fifty percent
(50%) AMI rent limits as published by HCD for the Multifamily Tax Subsidy
Program. The rent for each individual bedroom rented out as a single unit to
Qualified Seniors of the same household shall not exceed the lesser of("Affordable {
Senior Rent"):
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EXHIBIT 2
a One-third
0
th rd 1/3 of ih( ) ( } e 50/o AMI MTSP rent for a
three-bedroom unit; or
(b) 30%of the household's actual income.
3.3.7 A utility allowance must be deducted from the maximum
Affordable Rent charged at the Project for each Affordable Unit. The Housing
Authority of the City of Santa Ana provides a multi-family Utility Allowance
Schedule that must be used to calculate the utility allowances for the Affordable
Units.
3
3.4 Rent Increases.
3.4.1 On an annual basis, the City shall provide Owner with the
maximum allowable schedule of rents that must be used for determining Affordable
Rent for the Property in accordance with changes in allowable rent and income
tables published by HCD. In no event can Owner charge any tenant more than the
Affordable Rent as determined from the updated schedule of rents.
3.4.2 All rent increases on the Affordable Units are subject to City
approval pursuant to the terms of this Section. No later than sixty (60) days prior i
to the proposed implementation of any rent increase,Owner shall submit to the City
a schedule of any proposed increase in the rent. The City will disapprove a rent
increase if it does not comply with the restrictions set forth in Section 3.3 above.
3.5 Termination of Tenancy. Owner may not terminate the tenancy or refuse to renew
the lease of tenant except for serious or repeated violation of the terms and conditions of the Lease;
for violation of applicable federal, state, or local law; or, according to the lease terms. Any j
termination or refusal to renew must comply with applicable federal, state, or local law.
3.6 Continued Income Qualification and Vacated Affordable Units. If the annual
recertification demonstrates that a previously Eligible Household's Gross Household Income
exceeds the allowed Median Income for the Affordable Unit, the Owner will be considered in
compliance with this agreement and such tenant may be permitted to continue to occupy the
Affordable Unit at the rental rate as provided for in Section 3.3 and 3.4 above, until the tenant
chooses to vacate the Affordable Unit. After the Affordable Unit is vacated, the Affordable Unit F
shall be re-rented to a new Eligible Household pursuant to the terms, covenants and conditions of J
this Agreement.
4. OPERATION OF THE PROJECT
4.1 Recording of Documents. No later than issuance of building permits for the Project,
Owner and the City shall record or cause to be recorded in the Official Records for Orange County,
California, an executed original of this Agreement. This agreement shall not be subject or
subordinate to any other lien on the Property,except with the written consent of the City. City shall
cooperate with Owner in promptly executing in recordable form this Agreement. The date of
recording of the Agreement shall be the Effective Date of the Agreement. Upon the date of
recording, the terms and conditions of this Agreement shall be binding upon and run with the
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EXHIBIT 2
Property and Project for no longer than the Total Affordability Term. It is the express intent and
agreement between the Parties that this Agreement shall remain binding and enforceable against
the Property, the Project, and the Units to ensure compliance with the Conditional Grant
Agreement.
4.2 Rental of Units. Upon the completion of construction of the Project and receipt by
Owner of all required permits for the occupancy of the Units, Owner shall rent or cause to be
rented each Affordable Unit for the Total Affordability Term for such Affordable Unit in
accordance with the terms and conditions set forth in this Agreement,which provide among other
terms and conditions for the rental of each Affordable Unit at an Affordable Rent to Qualified
Residents for the Total Affordability Term.
4.3 Occupancy,Levels. Subject to state or federal laws and regulations, the number of
persons permitted to occupy each Affordable Unit shall not exceed two persons per bedroom,plus
one person. For the Shared Housing units and individual bedrooms, the number of persons
permitted to occupy each bedroom shall not exceed two persons. No persons may reside outside
of each individual bedroom, any common area, or otherwise not in a bedroom but within a shared
housing unit. If an Eligible Household, during the terms of its tenancy, adds members that exceed
the maximum occupancy allowed under this section, Owner shall provide written notification
informing the household that: it is over-occupancy; has been placed on a waiting list for up to one-
hundred and eighty(180) days;the expiration date of the waiting list;and the terms for terminating
the lease. A written status update will be provided to the household at one-hundred and twenty
(120) days, ninety(90) days, sixty (60)days and thirty (30) days if applicable.
4.4 Use of the Property. All uses conducted on the Property by Owner, including,
without limitation, all activities undertaken by the Owner pursuant to this Agreement, shall
conform to all applicable provisions of the Santa Ana Municipal Code and other applicable federal,
state, and local laws, rules, and regulations. The Project shall at all times during the term of this f
Agreement be used as an affordable rental housing complex and none of the Affordable Units in
the Project,nor shall the Property or any portion thereof,ever be used as a hotel,motel,dormitory,
fraternity or sorority house, rooming house, hospital, nursing home, or sanitarium or rest home.
All of the community facilities and any social programs provided to the Project's residents shall
be available on an equal,nondiscriminatory basis to residents of all Units at the Project.
4.5 _Maintenance. Owner shall, at all times during the term of this Agreement, cause
the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of
cause of the disrepair. Owner shall be fully and solely responsible for costs of maintenance,repair,
addition and improvements. City, and any of its employees, agents, contractors or designees shall
have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect
the Project, after providing notice as follows: (i) at least a 24-hour notice to Owner and Tenants of j
the Affordable Unit which will be inspected, or(ii) at least 48 hours' notice to Owner,which shall
promptly give notice to Tenants of the Affordable Unit to be inspected.
4.6 Affordable Rental Lease Agreement. Owner shall prepare a rental lease agreement
for the Affordable Unit ("Affordable Unit Lease Agreement") for the Affordable Unit. All
Affordable Unit Lease Agreements must 1) identify the names and ages of all members of the
household who will occupy the Affordable Unit; and 2) state that the Eligible Household's right
EXHIBIT 2
to occupy the Affordable Unit is subject to compliance with the requirements for being an Eligible
Household. All Affordable Unit Lease Agreements must be consistent with the terms contained
in this Agreement.
4.7 Selection of Tenants.
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4.7.1 Owner shall be responsible for the selection of tenants for
the Affordable Units in compliance with lawful and reasonable criteria and the
requirements of this Agreement.
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4.7.2 Each Affordable Unit shall be rented to Qualified Residents
referred from the Orange County Coordinated Entry System.
4.7.3 A local preference for Santa Ana residents, students and j
workers in tenant selection for the Affordable Units shall be a requirement of the
Project. Subject to applicable laws and regulations governing nondiscrimination
and preferences in housing occupancy required by the State of California, the
Owner shall give preference to Qualified Residents in leasing the Affordable Units
in the following order of priority:
(a) First priority shall be given to persons who have been
permanently displaced or who face permanent displacement from housing in the j
City as a result of any of the following: (i)for projects funded by the Low-Moderate
Income Housing Asset Fund, a redevelopment project undertaken pursuant to
California's Community Redevelopment Law (Health & Safety Code Sections
33000, et seq); (ii) Ellis Act, owner-occupancy, or removal permit eviction; (iii)
earthquake, fire, flood, or other natural disaster; (iv) cancellation of a Housing
Choice Voucher HAP Contract by property owner;or(v)governmental action,such
as Code Enforcement.
(b) Second priority shall be given to persons who are
either: (i) residents of Santa Ana, (ii) individuals working in the City at least thirty
two (32) hours per work for at least six (6) months prior to the occupancy, (iii)
persons who seek to reside in the City as an accommodation to a mental or physical
disability, or(iv) households with students who attend public school in the City.
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4.7.4 Prior to the rental or lease of an Affordable Unit to a
tenant(s), Owner shall require the tenant(s) to execute a written lease and to
complete a Tenant Income Verification Form (in substantially the form attached
hereto as Exhibit B) certifying that the tenant(s) occupying the Affordable Unit
is/are a Qualified Resident and otherwise meet(s) the eligibility requirements
established for the Affordable Unit,including any eligibility for the local preference
set forth in Section 4.7.3. Owner shall verify the income of the tenant(s)as set forth
herein, f
4.8 Income Verification and Certification. I
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Owner shall make reasonable efforts to verify or cause to be verified that the Gross
Household Income for each Eligible Household complies with the requirements of this Agreement.
These efforts shall include verification of the income and asset statement provided by an applicant
in an income certification is accurate by taking, at a minimum, at least one of the following steps
as a part of the verification process: (1) obtain three months consecutive pay stubs for the most j
recent pay period,(2)obtain an income tax return for the most recent tax year, (3)obtain an income
verification form from the applicant's current employer, (4) obtain an income verification form
from the Social Security Administration and/or the California Department of Social Services if the
applicant receives assistance from either of such agencies, or (5) if the applicant is unemployed
and has no such tax return, obtain another form of independent verification. {
4.8.1 Annual Recertification. Owner agrees to recertify or cause
to be recertified household eligibility annually. Notification 1 g y y on of Annual Tenant �
Recertification shall be sent to the household in substantially the form attached
hereto as Exhibit C. An Annual Rental Housing Compliance Report ("Annual
Compliance Report") shall be sent by Owner to the City in substantially the form
attached hereto as Exhibit D for City's review and approval. The Annual
Compliance Report shall be due to the City within 30 days of the anniversary of the
commencement of the Total Affordability Term, which is the date that each
building receives all required occupancy permits from the City.
4.9 Monitorin • Recordkee in • Reporting. J
4.9.1 Throughout the Tenn of this Agreement, Owner shall
annually complete or cause to be completed and submit to City the Annual
Compliance Report. Owner agrees to pay a reasonable fee, as set by City resolution,
for the purpose of paying the actual costs associated with the City's obligation to
monitor Owner's compliance with the affordability restrictions contained in this
Agreement related to the Affordable Units. The fee shall be determined by the
City's per unit monitoring fee, which upon the Effective Date of this Agreement is
$121, and may be updated periodically by the City. Representatives of City shall
be entitled to enter the Property if necessary after review of above documentation,
upon at least forty-eight (48) hour notice, to monitor compliance with this
Agreement, and shall be entitled to inspect the records of the Project relating to the
Affordable Units and to conduct an independent audit or inspection of such records
at a location within the City that is reasonably acceptable to the City without a fee
from the City. Owner agrees to cooperate with City in making the Property and the
records of the Project relating to the Affordable Unit reasonably available for such
inspection or audit. Owner agrees to maintain or cause for the maintenance of each
record of the Project for no less than five (5) years after creation of each such
record.
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4.9.2 Owner shall allow the City to conduct annual inspections of
the Affordable Unit on the Property after the date of construction completion,with
reasonable notice,which shall be at least twenty four(24)hours in advance, unless
a shorter time is required in an emergency,to Owner of the Affordable Unit. Owner
shall commence to cure or cause the commencement to cure any defects or
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EXHIBIT 2
i
deficiencies found by the City while conducting such inspections within ten (10)
Business Days of written notice thereof, or
Y such
longer period as is reasonable
g
within the sole discretion of the City.
49.3 Owner shall comply with the monitoring, documentation,
and reporting requirements imposed on the Project as the result of receiving the
HHAP Grant, including but not limited to all information required by Health and
Safety Code §§ 50221 and 50222.
4.10 Emergency Evacuation Plan. Owner shall submit and obtain approval of an
Emergency Evacuation Plan (the EEP) .from City Police and Fire Protection agencies prior to
issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for
the on-site personnel shall be provided to the City on an ongoing basis and the approved EEP shall
be kept onsite and also be submitted to the following City Agencies:
(a) Police Department
(b) Fire Department i
(c) Planning and Building Agency
(d) Community Development Agency
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4.11 Crime Free Housing. Owner shall provide a crime free housing policy,procedure,
�
and design plan(the CFH Plan"), which includes the following provisions:
(a) Requiring parking areas and common interior areas
(lobbies, elevators, etc.)to contain security cameras;
(b) Requiring routine unit inspections;
(c) Ensuring lobby/other entrance doors are secured and
accessed via remote controls, fobs, etc.; and
(d) Have policies in place to ensure that common use
areas such as hallways and trash enclosures are maintained in good condition and
repair(e.g., well-lit, kept clean, etc.).
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Owner shall submit and obtain approval from the City's Planning and Building f
Agency ("PBA") that the CFH Plan meets the requirements of this Subsection 4.12 prior to
issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and
administered by Owner or its designated property Ymane er, subject to all legal requirements,
prohibitions against discrimination or unlawful housing practices. j
4.12 Onsite Parking Management Plan. Owner shall provide onsite parking for residents
and visitors of the Project and actively monitor the parking demand of the Project site. Owner shall
continually monitor and take the following measures to manage the parking demand of the Project
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EXHIBIT 2
site to mitigate the use of offsite parking spaces on private or public properties and/or right-of-
way.
(a) Requiring onsite parking permits(such as stickers or
hang-tags) .for any parking in the onsite parking spaces for both residents and
guests;
I
(b) Policies for maximum time vehicles may be parked
in the surface parking spaces, including any guest parking; and }
(c) Policies for towing unauthorized vehicles, vehicles {
parked in unauthorized locations (such as fire lanes), vehicles parking in surface I
guest parking without a sticker, hang-tag, or other identifiers, and vehicles parked
longer than any maximum guest parking timeframes allowed. 1
Prior to issuance of the Certificate of Occupancy, Owner shall submit and obtain
approval from the City's Planning and Building Agency a Parking Management Plan(the "PMP")
including those measures above. The approved PMP shall be adhered to and be enforced by the J�
Project at all times.
4.13 Marketma and Resident Selection Plan.
4.13.1 Each Affordable Unit shall be leased to Eligible Households
selected by Owner who meet all of the requirements provided herein. Prior to
Certificate of Occupancy, Owner shall prepare and obtain City's approval of a
marketing program and resident selection plan for the leasing of the Affordable
Units at the Project ("Marketing Program"). The leasing of the Affordable Units
shall thereafter be marketed in accordance with the Marketing Program as the same
may be amended from time to time with City's prior written approval. Upon
request, Owner shall provide City with periodic reports with respect to the leasing
of the Housing Units.
i
4.13.2 The Marketing Program shall include, but is not limited to,
marketing and community outreach activities, proposed tenant selection criteria,
occupancy standards, income requirements, timeline and details for outreach and J
marketing, data collection, record keeping and monitoring, procedures for
complaints,and compliance assessment. Components of the resident selection plan ;
shall include, but are not limited to, the application process, interview procedure,
apartment offer and assignment, rejected applications, and wait list management.
All requirements set forth herein shall be incorporated in the Marketing Program.
4.14 Compliance with HHAP Grant. Owner shall comply with all requirements imposed
upon the Project as a result of receiving the HFIAP Grant, including but not limited to the
following: I
4.14.1 Participation in Statewide HDIS. Owner shall comply with,
and reasonably cooperate with City for purposes of complying with, all
EXHIBIT 2
requirements to participate in the Homeless Data Integration System (HDIS),
pursuant to California Health and Safety Code §§ 50220.6 and 50220.7(b)(3).
4.14.2 Housing First. Owner shall operate the Project in accordance
with the Housing First provisions of Chapter 6.5 (commencing with Section 8255)
of Division 8 of the Welfare and Institutions Code.
4.15 Su ortive Services. Owner, at its sole cost and expense, shall provide case
management and supportive services to all tenants on the Property. On or before ,2024,
Owner shall provide the City with a supportive services plan that will set forth the services
provided to residents at the Property, and City shall have thirty (30) days to review and approve
the plan,which approval shall not be unreasonably withheld.
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4.15.1 The annual budget for supportive services paid out of the
Project's operating expenses shall be no more than seventy five thousand dollars
($75,000) or $7,500 per affordable unit, adjusted annually based upon the United
States Department of Labor, Bureau of Labor Statistics, Consumer Price Index of
Urban Wage Earners and Clerical Workers, Subgroup "All Items," for the Los
Angeles-Riverside-Orange County area, 1982-84= 100, or successor or equivalent
index in case such index is no longer published. Owner may choose to provide
additional supportive services through fundraising efforts external to the Project.
f�
4.15.2 For purposes of ensuring the long-term viability of the J
Project, Owner shall deposit fifty percent (50%) of "Net Cash Flow" into an
operating and replacement reserve account,to be held in a separate,interest bearing
account for the Project. Owner shall notify the City for any disbursements from
the operating and replacement reserve account.
4.15.3 For purposes of Section 4.16.2, Net Cash Flow shall be
determined by subtracting "Operating Expenses" from "Gross Revenues" as those
terms are defined below:
(a) "Gross Revenues" shall mean all revenues and
receipts of every kind actually received by Owner from operating the Property, and
all parts thereof, including, but not limited to, income from both cash and credit
transactions, rental payments from leased and/or subleased spaces, governmental j
assistance housing payments or other operating subsidies, and parking fees and 1
charges(but not including security deposits and other tenant deposits, except to the
extent such deposits are forfeited to the Owner under the tenant's lease). Gross
Revenues does not include any insurance proceeds other than any rental
interruption insurance proceeds. Any credit consideration shall be included in
Gross Revenues at the time cash proceeds (principal, interest and/or other) are
received. Owner shall establish and maintain accounts for the Gross Revenues (the
"'Project Accounts") that are segregated from revenues and income received by
Owner from all other projects. Gross Revenues shall also include all interest earned
on the Project Accounts to the extent interest is released from the Project Accounts.
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EXHIBIT 2
Gross Revenues do not in
clude the procee
ds ds of any loans or capital contributions
made to Owner, or proceeds from a sale or re-finance of the Property.
(b) "Operating Expenses" shall mean:
respect to the Senior Laan(s); (i) payments of principal and interest on or with
(ii) payments of any other amounts on or with
respect to the Senior Loan(s) beyond principal and interest(i.e. optional
payments) as approved by the City;
(iii) a property management fee no greater than
sixty-five dollars ($65)/per unit/per month, increased annually by the lesser of. ,
(A)three percent (3%); or(13)prior Year CPI, beginning the year following the
issuance of the first certificate of occupancy for the Project;
I
(iv) all other actual, reasonable cash operating 1
costs and expenses, calculated on an annual basis, that are directly attributable to
managing and operating the Project and the Owner, including, without limiting
the generality of the foregoing, the following: costs and expenses for real and
personal property taxes, special assessments or similar charges; water, fuel, j
electricity and other utilities; heating, ventilation and air conditioning expenses;
labor; supplies; tools; equipment; insurance; advertising and marketing;
accounting and legal fees; brokerage commissions and other leasing expenses;
reasonable reserves for all anticipated expenses as approved by the City; and other
such items constituting operation,maintenance and repair costs actually paid by
the Owner, subject to the fallowing conditions:
l
(1) Depreciation, amortization, and
accrued principal and interest expenses on deferred payment debt and capital
improvement expenditures shall not be considered Operating Expenses, except as
otherwise provided herein.
(2.) Any expenses, compensation or fees
paid to any affiliate of Owner shall only be included as Operating Expenses to the
extent they are not in excess of the reasonable expenses, compensation or fees
which would be payable to unrelated third parties in arms-length transactions for
similar services in the Santa Ana, California area; and,
(v) The cost of social services and other housing
supportive services provided at the Project for the prior year in compliance with j
this Agreement.
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(c) The City reserves the right to at any time review and
approve each or any annual budget during the Term hereof, and any changes to any
said annual budget reasonably requested by the City shall be promptly implemented
by Owner. Notwithstanding the foregoing, in no event shall Operating Expenses
EXHIBIT 2
include any costs, fees, fines, charges, penalties, awards, judgments or expenses
(including, but not limited to legal and accounting fees and expenses) that are due
to or arising out of the Owner's: (a) breach or default of this Agreement or the
Conditional Grant Agreement, or an Loan Documen
t or an Y y Senior Loan
Document
; (b) fraudulent acts or willful misconduct; or(c) breach or default under
any other contract, lease or agreement pertaining to the Project.
(d) Owner shall provide City with annual audited
financial statements that demonstrate compliance with the requirements of
calculating Net Cash Flow, Gross Revenues,and Operating Expenses. Owner shall
provide the annual financial statements on or before the date that is thirty(30) days
after the anniversary of when the Project receives its first certificate of occupancy
for the Scope of Work, or when Owner commences leasing the Affordable Units
pursuant to this Agreement, whichever is sooner.
4.16 Project Financing.
4.16.1 City shall have the right, and may in its sole and absolute
discretion, to approve or disapprove any senior loan secured by a deed of trust for
the Project("Senior Loan").
4.16.2 Without limiting City's approval of a Senior Loan, any loan
from an entity that owns, controls, or affiliated with Owner is subject to the 1
following:
(a) The interest rate shall not exceed the Wall Street
Journal Prime (WSJ) Rate in effect at the time of Owner's agreement to such
interest rate.
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(b) The lender of a Senior Loan may not foreclose on the
Project.
4.16.3 The City shall have the right, but not the obligation, to cure
any default on a Senior Loan prior to foreclosure on the Project. The City shall
have at least ninety (90) days to cure, plus such additional time as may be
reasonably necessary to cure, for a period of not more than one hundred eighty
(180) days, provided that City is diligently pursuing a cure of the default. 1
4.16.4 City shall have the right to notice of any default.
E
4.16.5 Owner covenants and warrants that it shall be responsible for
all operating losses on the Project during the term of the Regulatory Agreement.
5. TERM OF THIS AGREEMENT
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5.1 Term. The term of this Agreement shall commence on the date a final certificate of
occupancy is issued for the Project and shall continue for a total period of no less than fifty-five
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EXHIBIT 2
55 ears "Total Affordability "� } Y xt Term( y ), except for obligations, which are specifically stated to
survive expiration of the Agreement.
6. DEFAULT AND TERMINATION,INDEMNIFICATION
6.1 Default, Failure or delay by any Party to perform any term or provision of this
Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party
specifying the default (or such other period specifically provided herein), constitutes a default
under this Agreement;provided,however,if such default is of the nature requiring more than thirty
(30)days to cure,the defaulting Party shall avoid default hereunder by commencing to cure within
such thirty (3 0) day period, and thereafter diligently pursuing such cure to completion within an
additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of
ninety (90) days). Except as required to protect against further damages, the injured Party may
not institute proceedings against the Party in default until the time for cure has expired. Failure or
delay in giving such notice shall not constitute a waiver of any default,nor shall it change the time
of default.
6.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are
cumulative, and the exercise by either Party of one or more of its rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other Party. City's rights and remedies to enforce this
Agreement include any and all civil,administrative,or criminal remedies as set forth in local,state,
or federal law. Notwithstanding anything to the contrary contained in this Agreement,in no event
shall either Party be liable for speculative, consequential, punitive or other indirect damages, and
each Party waives any right to collect speculative, consequential, punitive or other indirect
damages against the other Party.
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6.3 Indemnification. In addition to any other indemnity specifically provided in this
Agreement, Owner agrees to defend (with counsel of City's choosing and the consent of Owner,
which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense
counsel upon City's and Owner's consent) indemnify and hold harmless City and its respective
officers, officials,agents, employees,representatives,and volunteers(collectively, "Indemnitees")
from and against any loss, liability, claim, or judgment arising from any act or omission of Owner
in connection with its obligations under this Agreement, except to the extent required by law for
the negligence or willful misconduct of Indemnitees.
7. ASSIGNMENT• COVENANTS RUN WITH THE LAND
7.1 Assignment by Owner.
7.1.1 Prohibited Transfers or Assi nments. Owner shall not sell,
transfer, or assign the Property or Project in whole or in part, or transfer or assign
Owner's rights and obligations in this Agreement, in whole or in part, unless the
sale, transfer, or assignment complies with this Section ("Permitted Transfer"). If
Owner seeks to sell, transfer or assign the Property or Project, or any rights and i
obligations in this Agreement, in a manner that does not constitute a Permitted
Transfer, Owner shall request City's written consent, and City shall respond within
EXHIBIT 2
thirty (30) days with a written approval or denial, which City may determine in its
sole and absolute discretion. If City approves such a request,then prior to any such
sale, transfer or assignment, Owner shall pay City's reasonable fees as
compensation for the City's review of the request. City's failure to respond to the
request within thirty (30) days shall be deemed an approval.
7.1.2 Sale of Property., Owner agrees and declares that the
Property and the Project shall be held, conveyed, mortgaged, encumbered, leased,
rented, used, occupied, operated, sold, and approved subject to all obligations set
forth or incorporated in this Agreement, all of which are for the purpose of
enhancing and protecting the value and attractiveness of the Property and the
Project. All of the obligations set forth or incorporated in this Agreement shall
constitute covenants which run with the land and shall be binding on Owner and its
successors and assigns, and all parties having or acquiring any right, title or interest
in, or to any part of the Property or Project. Owner further understands and agrees
that the Conditional Grant Agreement for this Project was agreed to by the City on
the condition that Owner, Owner and all subsequent owners, or other successors
and assigns of the Property and/or Project lease and rent the Affordable Units in
accordance with the terms and conditions stipulated in Sections 2, 3, 4, and 5 of
this Agreement for the Total Affordability Term.
7.1.3 Subsequent Assignment. As used in this Agreement, the {
term "Owner" shall be deemed to include any such transferee or assignee after the =
date such,sale,transfer, or assignment occurs in compliance with this Agreement.
7.1.4 Un ermitted Assignments Void. Any sale, transfer, or
assignment made in violation of this Agreement shall be null and void, and City
shall have the right to pursue any right or remedy at law or in equity to enforce the j
provisions of the restriction against unpermitted sales, transfers, or assignments.
7.2 Covenants Run with the Land. The Property shall be used, occupied and improved
subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions,
restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall
run with the Property and shall be binding upon Owner and all persons having any right, title or
interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall
inure to the benefit of City and its successors and assigns, and may be enforced by City and its
successors and assigns. The covenants established in this Agreement shall, without regard to
technical classification and designation, be binding for the benefit and in favor of City and its
successors and assigns, and the parties hereto expressly agree that this Agreement and the
covenants herein shall run in favor of City. City is deemed the beneficiary of the terms and
provisions of this Agreement and of the covenants running with the land, for and in its own right j
and for the purposes of protecting the interests of the community and other parties, public or
private, in whose favor and for whose benefit this Agreement and the covenants running with the
land have been provided. Owner hereby declares its understanding and intent that the burden of
the covenants set forth herein touch and concern the land and that the Owner's interest in the
Property is rendered less valuable thereby. Owner hereby further declares its understanding and
intent that the agreement provides a public benefit in furtherance of benefit of such covenants
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EXHIBIT 2
touch and concern the land by enhancing and increasing the enjoyment and use of the Pro
perty the citizens of City and by furthering the health, safety, and welfare of the residents of City.
by
8. MISCELLANEOUS
8.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth
and contain the entire understanding and agreement of the parties with respect to the affordability
requirements for the Project, and there are no oral or written representations, understandings or
ancillary covenants, undertakings or agreements which are not contained or expressly referred to
herein. No testimony or evidence of any such representations, understandings or covenants shall
be admissible in any proceeding of any kind or nature to interpret or determine the terms or
conditions of this Agreement.
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8.2 Amendment. Any alteration, change or modification of or to this Agreement, in 1
order to become effective, shall be made in writing and in each instance approved by the City {
Council, or through the City Manager as detailed herein, and signed on behalf of each party. The
City Manager shall have the authority to make approvals,issue interpretations,execute documents,
waive provisions, and/or enter into amendments of this Agreement on behalf of City that further
the intent of this Agreement. Each alteration, change, or modification to this Agreement shall be
recorded against the Property in the Official Records of Orange County, California.
8.3 Notices.
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8.3.1 Delivery. As used in this Agreement, "notice" includes, but i
is not limited to, the communication of notice, request, demand, approval,
statement, report, acceptance, consent, waiver, appointment or other
communication required or permitted hereunder. All notices shall be in writing and
shall be considered given either: (i) when delivered in person to the recipient
named below; or (ii) on the date of delivery shown on the return receipt, after
deposit in the United States mail in a sealed envelope as either registered or certified
mail with return receipt requested, and postage and postal charges prepaid, and
addressed to the recipient named below; or (iii) two (2) days after deposit in the
United States mail in a sealed envelope, first class mail and postage prepaid, and
addressed to the recipient named below, or (iv) one (1) day after deposit with a
known and reliable next-day document delivery service (such as Federal Express),
charges prepaid and delivery scheduled next-day to the recipient named below,
provided that the sending party receives a confirmation of delivery from the
delivery service provider; or (v) the first business day following the date of 1
transmittal of any facsimile, provided confirmation of successful transmittal is
retained by the sending Party; or (vi) upon transmission thereof(as evidenced by
the recipient's reply to such notice or other competent evidence of actual receipt)if
transmitted by electronic transmission (email), provided that a copy of such notice j
is concurrently sent by first-class mail postage prepaid. All notices shall be
addressed as follows:
If to City: City of Santa Ana
Community Development Agency
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EXHIBIT 2
20 Civic Center Plaza(M-26)
P.O. Box 1988
Santa Ana, California 92702
Attention: Housing Division Manager or Homeless Services
Manager
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With a copy to: Office of the City Attorney
City of Santa Ana
20 Civic Center Plaza, 7th Floor(M-29)
Santa Ana, California 92702
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If to Owner: IIlumination Foundation 1
Pooja Bhalla,DNP,RN
Chief Executive Officer
2871 Pullman Street
Santa Ana, CA 92705
8.3.2 Change of Address. Either Party may,by notice given at any
time, require subsequent notices to be given to another person or entity, whether a
party or an officer or representative of a party, or to a different address, or both.
Notices given before actual receipt of notice of change shall not be invalidated by
the change.
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8.4 Severability. If any term, provision, covenant or condition of this Agreement shall 1
be determined invalid,void or unenforceable,the remainder of this Agreement shall not be affected
thereby to the extent such remaining provisions are not rendered impractical to perform, taking
into consideration the purposes of this Agreement.
8.5 Inte retation and Governin Law. This Agreement and any dispute hereunder
shall be governed and interpreted in accordance with the laws of the State of California without I
regard to conflict of law principles. This Agreement shall be construed as a whole according to
its fair language and common meaning to achieve the objectives and purposes of the Parties hereto,
and the rule of construction to the effect that ambiguities are to be resolved ved against the drafting
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Party shall not be employed in interpreting this Agreement, all Parties having been represented by j
counsel in the negotiation and preparation hereof.
8.6 Section Headings. All section headings and subheadings are inserted for F
convenience only and shall not affect any construction or interpretation of this Agreement.
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8.7 Singular and Plural. As used herein, the singular of any word includes the plural,
and vice versa, as context so dictates. Masculine, feminine,and neuter forms of any word include
the other as context so dictates. 1
8.8 Joint and Several Obligations. If at any time during the term of this Agreement the
Property and/or Project is owned, in whole or in part, by more than one Owner, all obligations of
such Owner under this Agreement shall be joint and several, and the default of any such Owner
shall be the default of all such Owners.
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EXHIBIT 2
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8.9 Time of Essence. Time is of the essence in the performance of the provisions of
this Agreement as to which time is an element.
8.10 Computation of Days. Unless otherwise specified in this Agreement or any Exhibit
attached hereto,use of the term "days" shall mean calendar days. For purposes of this Agreement
and all Exhibits attached hereto, "business days" shall mean every day of the week except
Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a)
or successor statute, and any days in which Santa Ana City Hall is closed for business.
8.11 Waiver. Failure by a Party to insist upon the strict performance of any of the
provisions of this Agreement by the other Party,or the failure by a Party to exercise its rights upon
the default of the other Party,shall not constitute a waiver of such Party's right to insist and demand
strict compliance by the other Party with the terms of this Agreement thereafter.
8.12 Non-Discrimination. In performing its obligations under this Agreement, Owner
shall not discriminate because of race,color,creed, religion, sex,marital status, sexual orientation,
gender identity, gender expression, gender, medical conditions, genetic information, military and
veteran status, age,national origin, ancestry, or disability, as defined and prohibited by applicable
law, in the recruitment, selection, training, utilization, promotion, termination or other related
activities. Owner affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
8.13 Third Party Beneficiaries. No person or entity, other than City and Owner shall
have any right of action based upon any provision of this Agreement.
8.14 Force Ma'eure. Neither Party shall be deemed to be in default where failure or
delay in performance of any of its obligations under this Agreement is caused by floods, i
earthquakes, other Acts of God, fires,pandemics as declared by federal, state, or local emergency
resolution, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's
control (including the Party's employment force), court actions (such as restraining orders or
injunctions), or other causes beyond the Party's control, including delays by any governmental
entity (although the City may not benefit from this provision for a delay that results from City's
failure to perform its obligations under this Agreement), or an insurance company of either party.
If any such events shall occur,the term of this Agreement and the time for performance by either
Party of any of its obligations hereunder may be extended by the written agreement of the Parties
for the period of time that such events prevented such performance. J
8.15 Mutual._Covenants. The covenants contained herein are mutual covenants and also
constitute conditions to the concurrent or subsequent performance by the Party benefited thereby
of the covenants to be performed hereunder by such benefited Party.
8.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and
the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to
this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and
constitute covenants running with the land. Each covenant to do or refrain from doing some act
hereunder with regard to the Property: (a) is for the benefit of and is a burden upon every portion
of the Property; (b) runs with the Property and each portion thereof; and (c) is binding upon each
EXHIBIT 2
Party and each successor in interest approved pursuant to this Agreement during ownership of the
Property or any portion thereof.
8.17 Counterparts. This Agreement may be executed by the Parties in counterparts,
which counterparts shall be construed together and have the same effect as if all of the Parties had
executed the same instrument.
8.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or
brought by a Party hereto for the purpose of enforcing, construing or determining the validity of
any provision of this Agreement shall be filed and tried in the Superior Court of the County of
Orange, State of California, and the Parties hereto waive all provisions of law providing for the
filing, removal or change of venue to any other court.
8.19 Project as a Private Undertaking. It is specifically understood and agreed by and
between the Parties hereto that the Project is a private development,that neither Party is acting as
the agent of the other in any respect hereunder, and that each Party is an independent contracting
entity with respect to the. terms, covenants and conditions contained in this Agreement. No
Partnership,joint venture or other association of any kind is formed by this Agreement. The only j
relationship between City and Owner is that of a govcrnment entity regulating private property
and the Owner of such property, r
8.20 Further Actions and Instruments. Each of the Parties shall cooperate with and
provide reasonable assistance to the other to the extent contemplated hereunder in the performance
of all obligations under this Agreement and in the satisfaction of the Project and conditions of this
Agreement. Upon the request of either Party at any time, the other Party shall promptly execute,
with acknowledgment or affidavit if reasonably required, and file or record such required
instruments and writings and take any actions as may be reasonably necessary under the terms of
this Agreement to carry out the intent and to fulfill the provisions of this Agreement or the Project
or to evidence or consummate the transactions contemplated by this Agreement. City hereby j
authorizes City Manager to take such other actions and negotiate and execute any additional
agreements or amendments to this agreement as may be reasonably necessary or proper to fulfill f
the City's obligations under this Agreement. The City Manager may delegate her or his powers
and duties under this Agreement to an authorized management level employee of the City.
8.21 Estop ep 1 Certificate. Within ten (10) business days following a written request by
any of the Parties, the other Party shall execute and deliver to the requesting Party a statement
certifying that (i) either this Agreement is unmodified and in full force and effect or there have
been specified (date and nature) modifications to the Agreement, but it remains in full force and
effect as modified; and (ii) either there are no known current uncured defaults under this 1.
Agreement or that the responding Party alleges that specified(date and nature)defaults exist. The
statement shall also provide any other reasonable information requested. The failure to timely
deliver this statement shall constitute a conclusive presumption that this Agreement is in full force
and effect without modification, except as may be represented by the requesting Party, and that
there are no uncured defaults in the performance of the requesting Party, except as may be
represented by the requesting Party.
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EXHIBIT 2
8.22 No Subordination. City s approval of the necessary land use entitlements that
authorize Owner to rehabilitate, operate, and maintain the Project was based upon Owner's
obligation to provide the Affordable Units pursuant to the Conditional Grant Agreement. This
Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms
of secured financing recorded against the Property or any portion thereof.
8.23 Attorneys' Fees and Costs. If either Party to this Agreement commences an action
against the other Party to this Agreement arising out of or in connection with this Agreement, the
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prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs
of investigation, and costs of suit from the losing Party.
8.24 Authorily to Execute. The person or persons executing this Agreement on behalf
of each Party warrants and represents that he or she/they have the authority to execute this 1
Agreement on behalf of his or her/their corporation, partnership or business entity and warrants
and represents that he or she/they has/have the authority to bind the Party to the performance of its
obligations hereunder.
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(Signatures on following page)
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EXHIBIT 2
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed on
the date set forth at the beginning of this Agreement.
OWNER
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ILLUMIINATION FOUNDATION
By:
Name: P Ge yet
Title: �, 1
Tax ID: 33-0315864
Unique Entity ID: KUA8LPUW9TK9
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EXHIBIT 2
ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Alvaro NuAez
City Cleric City Manager j
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Dated: Dated:
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APPROVED AS TO FORM:
SONIA R. CARVALIIO, City Attorney
By:
Matthew Cody
Best, Best&Krieger
Special Counsel for the City
Dated:
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RECOMMENDED FOR APPROVAL:
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Michael L. Garcia
Executive Director
Community Development Agency
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EXHIBIT 2
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
APN: 198-231-10
EXHIBIT 2
EXHIBIT "A"
Legal Description of the Property
All that certain real property situated in the County of Orange, State of California, described as
follows:
Lot 12 of Tract No. 1022, in the City of Santa Ana, County of Orange, State of California, as
shown on a map recorded in Book 34, Pages 20 and 21 of Miscellaneous Maps, in the Office of
the County Recorder of said County.
APN: 198-231-10
EXHIBIT 2
EXHIBIT B
TENANT VERIFICATION
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EXHIBIT 2
TENANT INCOME VERIFICATION FORM
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Head of Household(Print Name):
Address:
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Telephone Number: Home: Work: Cell:
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Date of Birth: Social Security :
Household Composition
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List All Household Members Living in the Inclusionary Unit
Dependent
Name Sex Age (YIN) Social Security#
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List additional household members on a separate sheet of paper.
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Tenant Income Verification Form Page 1
Santa Ana, California August 8,2014
EXHIBIT 2
TENANT INCOME VERIFICATION FORM
Monthly Gross Income
List All Sources of Income of All Household Members Living in the Inclusionary Unit
Part 1: Earned Income
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Other Adult
Head of Household
Household Members Total
1. Gross amount, before payroll deductions of wages, $ $ $
salaries, overtime pay, commissions, fees, flips and
bonuses.
2. Net income from business. $ $ $
3. Social security, annuities, insurance policies, $ $ $
pension/retirement funds, disability or death
benefits received periodically.
4. Payment in lieu of earnings, such as $ $ $
unemployment, disability compensation, worker's
compensation and severance pay.
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5. Public assistance, welfare payments $ $ $
5. Alimony, child support, other periodic allowances $ $ $
7. Regular pay, special pay and allowances of $ $ $
members of the Armed Forces
8. Other $ $ $
Subtotal: Monthly Earned Income Fz
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Total Monthly Earned Income x 12 = $ _ Total Annual Household Gross Earned Income
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Tenant Income Verification Form Page 2
Santa Ana, California August 8,2014
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EXHIBIT 2
TENANT INCOME VERIFICATION FORM
Monthly Gross Income
List All Sources of Income of All Household Members Living in the Inclusionary Unit
Part 2: Investment Income l
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Total 11
Other Adult Household
Head of Household Investment
Household Members Income
1. Interest paid on Sank and Savings accounts $ $ $
2. Dividends and other payments from stocks and $ $ $
bonds
3. Income from real property (i.e. rental property) $ $ $
4. Other(describe) $ $ - $ h
Subtotal: Monthly Investment Income: $
Total Monthly Investment Income x 12 = $ Total Annual Household Investment Income
*Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in
reimbursement of medical expenses; lump sum payments such as inheritances, insurance payments, capital
gains and settlement for personal or property losses; educational scholarships paid directly to the student or
educational institution; special pay to a serviceman head of family away from home and under hostile fire;
relocation payments under federal, state or local law; foster child care payments; value of coupon allotments
for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible
household; payments received pursuant to participation in the following programs: VISTA, Service Learning
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Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster
Grandparent Program, Older American Community Services Program, and National Volunteer Program to
Assist Small Business Experience.
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Tenant Income Verification Form Page 3
Santa Ana, California August 8,2014
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EXHIBIT 2
TENANT INCOME VERIFICATION FORM
Assets**
List the Current Value of All Assets of All Household Members Living in the Inclusionary Unit
If the Asset generates income, that income must be specified In Part 2 above
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Other Adult
Head of Household
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Household Members Total Value of
Value Value Assets
1. Bank and Savings accounts $ $ $
2. Stocks and bonds $ $ $
3. Real property (i.e. rental property) $ $ $
4. Other(describe) $ $ $
Total Asset value $
*'Note: Necessary items, such as furniture and automobiles, used for personal use are excluded from
household assets. Collections of items for hobby, investment or business purposes must be included in
household assets. If the total value of household assets exceeds $5,000, the calculation of the household's
annual income shall include the greater of the actual amount of income, if any, derived from all of the
household assets; or 10% of the total value of the assets.
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Tenant Income Verification Form Page 4
Santa Ana, California August 8,2014
EXHIBIT 2
TENANT INCOME VERIFICATION FORM
If the total asset value exceeds $5,000, perform the calculations in the following table. If the total asset value
is less than $5,000, the amount of investment income to be included in annual household income is $0.
Calculation of Investment Income to be Included in Annual Household Income
1. Total Annual Household Investment Income $
2. Total Asset Value $ x 10% $
The Greater of#1 or#2 = Investment Income to be Included in Annual Household Income $
3
Calculation of the Household's Total Annual Income
Total Annual Household Gross Earned Income $
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Total Investment Income to be Included in Annual Household Income $
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Total Household Income �
Documentation
Attach True Copies of the Relevant Documents Listed Below
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Paycheck stubs from two most recent pay
periods Bank/Savings account verification
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Employment verification Self-employment verification
Income tax return Unemployment verification
Social security verification Welfare verification
Alimony/child support verification Disability income verification
Other (Describe)
Tenant Income Verification Form Page 5
Santa Ana, California August 8,2014
EXHIBIT 2
AFFIDAVIT
This Affidavit is made with the knowledge that it will be relied upon by the City of Santa Ana,
our landlord and the owner of our apartment building, to determine maximum income for eligibility. (11we)
warrant that all information set forth in this document is true, correct and complete and based upon information
(1/we) deem reliable and based upon such investigation as (I/we) deemed necessary.
(INVe) acknowledge that (I/we) have been advised that the making of any misrepresentation or misstatement in
this affidavit will constitute a material breach of(my/our) rental agreement with the property owner to rent the
unit and will additionally enable the property owner to initiate and pursue all applicable legal and equitable
remedies with respect to the unit and to me/us.
(IANe) do hereby swear under penalty of perjury that the foregoing statements are true and correct and that
this affidavit has been executed as of the date specified below by each adult member of the household which
intends to occupy an Inclusionary Unit located at ,Santa Ana, California. I
Signature Date
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Printed Name
Executed at , Santa Ana, California j
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Signature Date
Printed Name
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Executed at , Santa Ana, California
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Affidavit
Page 6 j
Santa Aria, California August 8,2014
EXHIBIT 2
EXHIBIT C
ANNUAL TENANT RECERTIFICATION
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EXHIBIT 2
ANNUAL TENANT RECERTIFICATION
CITY OF SANTA ANA
AFFORDABLE RENTAL HOUSING PROGRAM
Date:
Tenant Name:
Unit Address:
Dear
In accordance with the requirements imposed by the City of Santa Ana (City), and your lease,
the City requires that we review your income and family composition every year. To complete
our review, the Property Owner or Property Manager will set up a meeting with you to receive
the necessary information.
When you attend the meeting with the Property Owner or Property Manager you must bring
documents that verify the income of all the adult members of your household. This information
can include income tax returns, employment verification, wage statements, interest statements,
and/or unemployment compensation statements.
Cooperation with the recertification requirement is a condition of continuing tenancy in an
Inclusionary Unit. You must report the required information to enable the Property Owner to
process the recertification by Monthfday.
Sincerely,
Property Manager/ Property Owner
Annual Tenant Recertification Form Page 1
Santa Ana, California August 8, 2014
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EXHIBIT 2
EXHIBIT D
ANNUAL RENTAL HOUSING COMPLIANCE REPORT -
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EXHIBIT 2
EXHIBIT E
STATE HHAP AGREEMENT
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EXHIBIT 2
STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES
STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER(if Applicable)
STD 213(Rev.03/2019) 20-H HAP-00019
1.This Agreement is entered into between the Contracting Agency and the Contractor named below:
CONTRACTING AGENCY NAME
Business,Consumer Services,and Housing Agency
CONTRACTOR NAME -
City of Santa Ana
2.The lenn of Oils Agreement is:
START DATE
--------------------
Upon BCSH Approval
THROUGH END DATE
06/30/2025
3.The maximum amount of this Agreement is:
$8,422,162.84
4.The parties agree to comply with the terms and conditions of the following exhibits,which are by this reference made a part of the Agreement.
Exhibits Title -- --_--------- Pages
Exhibit A Scope of Work 1-6
Exhibit B Budget Detail and Payment Provisions 7-11
Exhibit C Homeless Coordinating and Financing Council Terms and Conditions 12-21
Exhibit D Special Terms and Conditions 22
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Exhibit E* General Terms and Conditions 23
Items shown r:ith an asterisk(*),are here y rncorporated by reference and made puff oft his agreement as 7 attar a rereto. -
These documents can be viewed atLtt s: wwevd s.cn.noviOL.S/Resnurc�s
IN WITNESS WHEREOF,THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.
CONTRACTOR
CONTRACTOR NAME(if other than an individual,state whether corporation,partnership,etc.)
City of Santa Ana
CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP
20 Civic Center Plaza M-25 Santa Ana CA 92701
PRINTED NAME OF PERSON SIGNING, Tm F
Steven A.Mendoza CDA Executive Director
CONTRACTOR AUTHORIZED SIGNATURE DATE SIGNED
Paqe 1 of 2
EXHIBIT 2
STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES
STANDARD AGREEMENT AGREEMENTNUMBER PURCHASING AUTHORITY NUMBER(if Applicable)
S O 213(Rev.03/2019) 20-HHAP-00019
STATE OF CALIFORNIA
CONTRACTING AGENCY NAME
Business,Consumer Services,and Housing Agency
CITY CONTRACTING AGENCY ADDRESS CI STA!T95
915 Capitol Mall,Suite 350A Sacramento CA814
PRINTED NAME OF PERSON SIGNING TITLE
Lourdes Castro Ramirez Secretary
CONTRACTING AGENCY AUTHORIYqGNATURE DATE SIGN
CALIFORNIA DEPARTMENT F R L SERVICES APPROVAL EXEMPTION(If Applicable)
Page 2 of 2
EXHIBIT 2
City of Banta Arta
2O-HHAP-0001 g i
Page 1 of 23
E
Homeless Housing, Assistance and Prevention
Standard Agreement
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EXHIBIT A �
SCOPE OF WORK
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The State of California has established the Homeless Housing, Assistance, and ! '
Prevention Program ("HHAP" or "Program" or "grant") pursuant to Chapter 6
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(commencing with Section 50216) of Part 1 of Division 31 of the Health end Bafsty � !
Code, (Added by Stats.201 g, c. 159 (A.B. 1 O1), § 10, eft. July 31, 2019.)
The Program Is administered by the California Homeless Coordinating and Finencing
Council ("'Council") in the Business, Consumer services and Housing Agency 1
('Agency"). HHAP provides onetime flexible block grant funds to continuums of cars,
large cities(population of 300,000+)and counties as defllned in the December 6,2019
HHAP Notice of Funding Availability ("NOW) 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 end
families Into permanent housing and supporting the afftorts of these Individuals and ±
families to maintain their permanent housing.
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This Standard Agreement along with all Its exhibits ("Agreement") 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, i
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The general purpose of the Program is to provide one-time black grant funding to i 1
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 (0)(1)—(g). �
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Homeless Mousing,Assistance and Prevention Program
NOFA Date:December B,2010
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EXHIBIT 2
City of Santa Ana
20-HHAP-000l0
Page 2 of 23
Homeless Hausing,Assistance and Prevention
Standard Agreement
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EXHIBIT A
SCOPE OF WORK i
3. Agfin l+on,
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The following HHAp program terms are defined In accordance with Health and I
Safety Code section 50215,subdlvislons (a)—(q); I
(a)"Agency"means the Business, Consumer Services and Housing Agency, 1
(b)"Applicant" means a continuum of care, city, or county.
(c)"City" means a olty or city and county that Is legally incorporated to provide local f
government services to Its population.A city can be organized either underthe general
laws of this state or under a charter adopted by the local voters.
(d)"Continuum of care"means the some as defined by the United :Mates Department r
of Mousing and Urban Development at Section 578.3 of Title 24 of the Code of Federal j
Regulations. 41
(e)"Coordfnated Entry System„ means a centralized or coordinated process , I
developed pursuant to Section 578.7 of Title 24 of the Cade 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.
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(f)"Council" means the Homeless Coordinating and Financing Council created
pursuant to Section 8257 of the Welfare and Institutions Code.
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(g)"Emergency shelter"has the same meaning as defined in subdivision (e)of Section
50801.
(h)"Homeless" has the same meaning as defined In Section 578.3 of Title 24 of the
Code of Federal Regulations, as that section n 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
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EXHIBIT A
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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 Cade of Federal Regulations.
(�)"Homeless point-In-time count" means the 2018 homeless point-in-time count
pursuant to Section 578.3 of Title 24 of the Code of Federal Regulations.A Jurlsdiotion
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 2010 point-In time 3
counts that was based on an attempt to more closely align the count with HUD beet �
practices and undertaken In consultation with HUD representatives.A jurisdiction shall
submit documentation of this to the agency by the date by which HUD's certification
of the 2015 homeless polnt-In time count Is finalized. The agency shall review and
approve or deny a request described In the previous sentence along with a
jurladiotion's application for homeless funding. i
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3 k
(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 i 1
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. i
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(i)"Housing First" has the same meaning as in Section 8255 of the Welfare and
Institutions Cade, 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 Dousing 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 Dousing, Assistance, and Prevention program i
established pursuant to this chapter.
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(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($050,000,000).
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W "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:
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"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 subretciplents 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 1
funding.
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4. ftus of Work
�M..NIIIMN..INY.
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:
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A. Mental assistance and rapid rehousing. 3
E. 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 Dousing
stability In supportive housing.
Homeless Housing,Assistance and Prevention Program
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E. Systems support for activities necessary to create regional partnerships and
maintain a homeless services and housing delivery system, particularly lbr
vulnerable populations Including families and horrieless 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 Treed.
Demonstrated need for purposes of this.paragraph shall be bsis�ed on the following:
i. The number of available shelter beds In the city, county, or region served by s
a oontlnuum of care.
IL Shelter vacancy rate In the summer and whiter months.
Ill. Percentage of exits from emergency shelters to permanent housing solutions. i
Iv. A plan to connect residents to permanent housing. !
5. A ct or i ator
The Agency's Contract Coordinator for this Agreement is the Counoli'rs HHAP Grant
Manager or the Grant Manager's designee. Unless otherwIss 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 W 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: � ;I
PROGRAM - GRANTEE ''
Business Consumer Services and 0 of
ENTITY: �
HousingAgency Santa Aria
SECTIONIUNIT: Homeless Coordinating and Financing
Council(HCr=C)
ADDRESS: BIB Cap(tol Mail suite 3604 2t�Civio Canter Kai M-21
Saammanto,CA 95614 Santa Ana,CA 92701
CONTRACT MANAGER Amber Ostrander Torsi Eggers
20-HHAP-0001 g l
PHONE NUMBER, 918-t351 7995 714-647-5378
Ei�11AfL Af~ti R EE; : Amber.Ostrander@bosh.aa.guv T+eWera santawsna.orgf
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Homeless Housing,Assistance and Prevention Program
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All requests to update the Grantee Information listed %yIthin this Agreement Shell be
Walled to the Homeless Coordinating and Financing Council's general email box at
.h. o ,bash a.aov. The Council reserves the right to change their representative
and/or contaot Informatlon at any time with notice to the Grantee.
B. fl?e lva a 'M"'errr9 art'A rceMne a dl
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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. l
E. 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 i
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 Cade, §50220, subdivision (a)(4)(i3), �
C. Full Expenditure of HHAP Grant Funds
�► All HHAP grant funds(100 percent)must be expanded by June 30,2025.Any
funds not expended by that date shall revert to the General Fund. (Health �
Safety Code, §60220, subdivision (e),)
7. $ptgljl!goL4W2011
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.
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EXHIBIT 2
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BUDGET DETAIL AND PAYMENT PROVISIONS
11. B a V s f{ff
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The grantee agrees that HHAP funds shall be expended on uses that support regional
coordination and expand or develop local capaclty to address Immediate
homelessness challenges, Such activities roust be informed by a best-praotloss
framework fooused on moving homeless Individuals and families Into permanent r �
Dousing 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 i
Council's HHAP Grant Manager or hislher 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 denlal of request. Failure to obtain j
written approval from the Grant Manager or his/her designee as required by this
section may be considered a breach of this Agreement.
. ,,,,sera._Condgons-ftrio,2Mli;�2impat,
All Grantees mast submit the following forms prior to HHAP funds being released:
A. Request for Funds Form (RFF)
S. STD 213 Standard Agreement - 2 original copies of the signed STD 213 j
form and Initialed Exhibits A through E.
C. Data Use Agreement (continuums of care and catara#les that accepted
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redirected funding from a continuum of cars- see Exhibit 4 for relevant
Special[ Terms and Conditions)
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BUDGET DETAIL AND PAYMENT PROVISIONS
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3. i
HHAP funds will be disbursed to the Grantee upon recelpt, review and approval of the
completed Standard Agreement and RFF by Agency, the Department of General 1
Services (DOS) and the State Controller's OMCS (SCO). Once Agency receives,
reviews, and signs off on the completed documents, the documents will be seat to
DG8 for revlow. Once DGS review Is completed,documents will be forwarded to SCO
for final review and fund dlsbursement, 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 800. Checks will be mailed to the address and contact
name listed on the RFF.
4. d#tr f Unot� i
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 maybe expended for the fallowing uses
that are intended to meet federal requirements for housing funding:
(1) Strategic homelessness plan, as defined In section 878.7(c) of Title 24 of
the Code of Federal Regulations; and/or I
(2) Infrastructure development to support coordinated entry systems and
Homeless Management information Systems.
13, 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,
3
D. Grantees that are cities or continuums of care shall contactually 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 cam and cities shall not expend
any remaining portion of the 50 percent of program allocations required to have
been obligated unless and until berth of the following occur;
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Homeless dousing,Assistance and Prevention Program
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EXHIBIT S
BUDGET DETAIL AND PAYMENT PROVISIONS
(1) On or before dune 30, 2023, the Grantee submits are alternative
disbursement plan to Agency that Includes an explanation for the delay
and a plan to fully expand 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 1
fully expended by December 31, 2023, the funds shall be returned to ! f
Agency.
B. Grantees that are counties shall contractually obligate the full allocation (100
percent) awarded to them by May 31, 2023. Any funds that are not
oontractually 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 I
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 i
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 sorved, and the amount of program funds that will be
reverted to the CoC(s), By June 30, 2023, the county shall provide Agenoy with I
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. �
C. Any funds not expended by June 30, 2025 shall revert to the General Fund.
S. 8eIMbVMeM2jjt
{
HHAP program funds should not generally be obligated or expended prior to the
i
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 givers jurisdiction. When considering a reimbursement, the
following requirements are applicable:
A. Reimbursement is not perrnitted for activities occurring prior to July 1, 2018.
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Homeless Housing,Assistance and Preven0on Program
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13. 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 rewired
j
to submit the following Informatlon 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. E
Q. Inellolble Costs I
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 60218 and 50210.
F
Agency reserves the right to request additional clarifying Information to determine the
reasonableness and eligibility of all uses of the funds ruder available by this
Agreement. If the Grantee or its funded ,subreciplents use HHAP funds to pay
for ineligible activities, the Grantee shall be required to reimburse these funds
to Agency.
An expenditure which In 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, small make the final determination
regarding the allowability of HHAP fund expenditures.
Program funds shall not be used to supplant existing local funds for homeless
Dousing,assistance, or prevention.
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NOFA Date:December 0, 2019
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7. Aftia.l trAttye_.Costs
The Grantee mint comply with Health and Safety rode section 50219, subdlvleion
(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 hosts directly related to Implementing activities funded by the 1
Program allocation. l
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EXHIBIT C j
HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND
CONDITIONS
'1 M RMLqatjJ0nA04,-6uffIgWn
gy.9f ;I
A. Termination of Agreement
.Agency may terminate this Agreement at any time for cause by giving a minimum
of 94 daays' notice of termination, In writing, to the Grantee. Cause shalt con I t 1
of violations of any conditions of this Agreement, any breach of contract as described
In pArAgmph 8 of this Exhibit C; violation of any federal or state laws; or withdrawal of �
Agency's expenditure authority. Upon termination of this Agreement, unless iE �
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, '
13, Sufficiency of Funds ! '
This Agreement Is valid and enforceable only If sufficlent funds are made available to � I
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. JMngfers
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. Gran Ilcati f r u
i
Grantee has submitted to Agency an application for HHAP funds to support regional
coordination and expand or develop local capacity fo 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 i
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 Date:December 6,2019
EXHIBIT 2
City of Banta Ana �
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EXHIBIT C ;
HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND
CONDITIONS
Grantee warrants that all information,facts, assertions and representation$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 f
application and any approved modification and addition thereto Is untrue, incorrect, E
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 tame such action:or pursue such remedies as are legally available.
4. &POEU1191902
A. Annual Deport 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 a
by Agency. If the Grantee falls to provide such documentation,Agency may recapture
any portion of the amount authorized by this Agreement with a 14-day written
notification. No later then January 1, 2026, the Grantee shall submit a final report, In i
a format provided by Agency, as well as a detailed explanation of all uses of the
Program funds.
B. Reporting Requirements i
The annual report shall contain detailed Information in accordance with Health and
Safety Code section 50221, subdivision(a),"Phis information Includes the following,as
well as any additional information deemed appropriate or necessary by Agency, 1
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, bracken out by the number of
Individuals.
Homeless Housing,Assistance and Prevention Program
NQFA safe.December 0, 2019
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HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND
CONDITIONS
4, Outcome date for an individual served through Pmaram funds, Including the
type of housing that an individual exited to, the percent of successful Dousing
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. 1
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 i
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 j
Grantee.
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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 ofthe auditor's name and address Immediately
after the selection has been made.The contract forthe audit shall allow access
by Agency to the independent auditor's working peepers.
3, The Grantee is responsible for the completion of audits and all cow of
preparing audits.
4. If there are audit findings, the Grantee must submit a detailed response
acceptable to Agency for each audit finding within
g y g0 days from the e o
0 Y dot f the
audit finding report. >
. loopectioLl a .�etegtl2n 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
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HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND
CONDITIONS
relevant information requested. The Grantee give to agrees g g' Agency or its designee
access to its premises, upon reasonable notice and during normal business hours,for �
the purpose of interviewing employees who m#ght reasonably have information I 1
related to such records,and of Inspecting and copying such books,records,ae:counts, i
and other materiels that may be relevant to an Investigation of compliance with the
Homeless Housing, Assistance, and Prevention Program laws, the HHAP program I
guldance document published on the webalte, and this Agreement.
S. Record Detention
The Grantee further agrees to retain all records described In a for '
a minimum period of five(5)years after the termination of thia Agreement.
If any litigation, claim, negotiation, audit, monitoring, inspection or other action has I
E
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 it.
6. soh grtd RgWdjag
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A. Breach of Agreement
Breach of this Agreement-includes, but Is not limited to, the following events.
7. Grantee's failure to comply with the t+ermg 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.
S. remedies for Breach of Agreement
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In addition to any other remedies that may be available to Agency In lave or equity for
breach of this Agreement,Agency may:
1. Bar the Grantee from applying for future HHAP funds;
z. Revoke any ether 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; j
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EXHIBIT 2
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EXHIBIT C
HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND I
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
fends; and
9. 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 whin
a period of not less than 15 days.
7. Mgr..
1
No waiver of any breach of this Agreement shall be hold 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 any time, performance by the Grantee of these provisions, }
shell 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.
5. di nail n
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, anceatry, religion, creed, national origin (including. '
language use restriction), pregnancy, physical disability (including HIV and AIDS),
mental disability, medical condition (cancer/genetic choracterlstics), age (over 40),
genetic Information, marital status, military and veteran states, and denial of medical I
and family care leave or pregnancy disability leave. Grantees and sub Grantees shall
ensure that the evaluation and treatment of their employees and applicants for
employment are free from such discrimination and harassment. Grantee and its � !
subreciplents small comply with the provisions of California's laws against �
discriminatory practices relating to specific groups: the California Fair Employment
and Housing Act(PEHA) (Gov. Code, § 12900 et seq.); the regulations promulgated j
thereunder(Cal. Code Begs,, tit. 2, § 1199CI et seq.); and the provlsl+ons of Article 9.5,
Chapter 1, Dart 1, Division 3, Title " of the Government Cade(Gov, Cade, §§ 11135
- 1113g.5). Grantee and its subreciplents shall give written notice of their obligations
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Homeless Housing,Assistance and Prevention Program �
NOFA[gate.December d,2019
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EXHIBIT 2
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
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under this clause to labor organizations with which they have a collective bargaining
or other agreement.
9. C Ilet SLf InJIM11 „ j
All Grantees are subject to state and foderal conflict of Interest laws. For Instance, �
Health and Safety Code section 60210, subdivision (h) states, "For purposes of
Section 1090 of the Government Cade, a representative of a county serving on a
board, committee, or body with the primary purpose of administering fronds 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, I
committee,or body on the basis of the receipt of compensation for holding public office I
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 Mate 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 i
Mate agency, unless the employment,activity, or enterprise Is required as a condition
of regular Mate 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 Taft Mate
employment, no farmer State officer or employee may eater Into a contract In which
he or site engaged in any of the negotiations, transactions, planning, arrangements, t
or any part of the decislon-masking 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
pollcy-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
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EXHIBIT 2
City of Santa Ana
20-HHAP-00019
Page 15 of 23
Homeless Housing,Assistance and Prevention
Standard Agreement
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EXHIBIT C
HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND
CONPITIGNS
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 Deform Act of 1074
(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 a
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E. Interest In any contract, program, or project voted on by the board, committee, or j
body on the basis of the receipt of compensation for holding public office or public �
employment as a representative,of the county.
10. P_ruari�wee 1Morko,laae Cewtlficatltsrw �
Certification of Compliance: By signing this Agreement, Grantee hereby certifies,
under penalty of perjury under the laws of State of Callf6mia, that It and Its
subreciplents 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-too workplace by
taking the following actions:
A. Publish a statement notifying employees and subreciplents that unlawful
manufacture distribution, dispensation, possession, or use of a controlled substance
Is prohibited and specifying actions to be taken against employees, Grantees, or
subreciplents for violations, as required by Government Cade section 3355,
subdivision (a)(1).
JJ
B. Establish a Drug-Free Awareness Program, as required by Government Code 1
section 8355, subdivision (a)(2) to Inform employees, Grantees, or subreciplents �
about all of the fallowing:
II
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.
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Homeless Housing,Assistance and Prevention Pregrem
NOFA date;December 0,2019
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EXHIBIT 2
City of Santa Ana
20-HHAP-00019
Page 19 of 23 I
Homeless Housing,Assistance and Prevention
Standard Agreement
E
EXHIBIT C E
HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND
CONDITIONS
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C. Provide, as required by Government Code section 8355, subdivision (a)(3), that
every employes and/or subreclplent that works under this Agreement:
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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 i
subcontract. j
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11. Child Suppcurl:Corn Rance Act {
For any Contract Agreement in excess of $100,00D, the Grantee acknowledges in I
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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 l
support enforcement, including, but not limited to, disclosure of Information and
compliance with earnings assignment orders, as provided in Chapter g(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. S ecial C a itio s-»Gr nteesfSullGrantee
The Grantee agrees to comply with all conditions of thia Agreement including the I �,
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 tef-mination 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.
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Homeless Housing,Assistance and Prevenuon Program
NOFA Cate.December 6, 2019
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EXHIBIT 2 z
City of Santa Ana is
20-HHAP-0001 S
Page 20 of 23
Homeless Housing,Assistance and Prevention
Standard Agreement
EXHIBIT C
HOMELESS COORDINATING AND FINANCING COUNCIL TERMS AND
CONDITIONS
I
2. Maintain at least the minimum State-required worker's compensation for those
employees who will perform the work or any part of it. j
3. Maintain, as required by law, unemployment insurance, disability Insurance, I
and liability Insurance in an amount that Is reasonable to compensate any
person, firm or corporation who may be injured or damaged by the Grantee or
any SubGrantee in performing the Work or any park of It. f
4. Agree to include all the terms of this Agreement in each subcontract.
13. Com Ilgrice with StMR a d Federal La_ s Rjjlos. Guidellnes and Regulations �
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 subrecipients, and all
eligible activities. a
Grantee shall also be responsible for obtaining any and all permits, licenses, and
approvals requited for performing any activities under this Agreement, Including thane
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.
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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 J
local requirements, and this Agreement.
8. 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.
1
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
NaFA mate:December B,2019
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EXHIBIT 2
City of Santa Ann
20-HHAP-00019
Page 21 of 23
Homeless Housing,Assistance and Prevention
Standard Agreement
EXHIBIT C
HOMELESS COORDINATING AND FINANCING.COUNCIL TERMS AND
CONDITIONS
15. 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 j
not affect any other provisions of this Agreement and the remainder of this Agreement
shall remain in full fore and effect. Therefore, the provisions of this Agreement are
and shall be deemed severable.
I
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.
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Homeless Housing,Assistance and Prevention Program
NOFA Bate:December 6, 2019
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EXHIBIT 2
City of Santa Aria
20-HHAP-00019
Page 22 of 23
Homeless Housing,Assistance and Prevention
Standard Agreement
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EXHIBIT D
SPECIAL TERMS AND CONDITIONS j
1. All proceeds from any Interest-bearing account established by the Grantee for I
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 I
and permanent supportive housing, must be in compliance or otherwise aligned i
with the core components of Housing First, pursuant to Welfare and Institutions
Code section 8255, 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 HMS 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 1
HMIS, and sign any required data use agreements allowing Agency to access
Grantee's HMIS data for that purpose.
5. 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 I
Code section 50210, subdivision (a)(7) and (10). Grantee's failure to timely
execute a data use agreement will constitute a breach of this Agreement. In this i
event, SCSH, in its sole and absolute discretion, may exercise any and all
remedies permitted by this Agreement or by applicable law.
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Homeless Housing,Assistance and Prevention Program
NOFA Cate:December a.2019
I
EXHIBIT 2
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 foilowing link:
I
htt s: .d s: a. o /OLS/Resouro s/rP -O n ent/O€iice-af-Le al,SerAce
Resource kLi t FoldeL/St lard- ontra -La ua e
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Homeless Housing,Assistance and Prevention Program
NOFA mate:December B,2019
STATE OF CALIFORNIA-DEPARTMENTOF GENERAL SERVICES EXHIBIT 2
P0-t'HA`? OAUTHORIrt�vutu� rtt� n Gi j
rD 1 {Ctev.i7�r/ t1 1; 21 �HHAP-.0Q01 ', (}10 5
1,This fteament Is tinkered Into:b6tween the Contracting Agengyarld the.Cantra��ar nant.e>�.belows
CONTRACTING AGl~NCY NAW
Business,Consumer Services and Housing Agency
CONTRACTOR NAME
City of 5antu Ana
2;The wm of t11.s:A"6tk 4 t.ls
STAWMATE j
Upon 80H approval
'rH,AOVGI1;END DAU.
1 Th'o:maArrtum.amount-of this Agreement is,
4.
Tfie p`ar ies agree to Wrpply with the:t�Irns�nd:conditions of tl�;foll�wfi g exhlfait's,evhrch are by#hip reference made.a part oP the Agreement:
1W h%16 Titre.
pages
5xhlblt A co (of Work
h O. y ,
i
Fxhiblt 8 Budget betall and Payrment Csrovis ons
I~�i�'tb�t� ' H�I�Mess far#iriaiit�gf;��d I"trr'ar�lr}g.'��uttefl T�rr�s a�i�''�or',�Itiar;s ,� '
27
mF�.Ibii'p. pcllarrs ar` ' aniticins
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NAM 5 Gert�%ral Urrr Il�hd Condit!on:�, �
'it�msrr.'>�uYr9Wtt�^r�rr�,�t�r,�, )r�rf�:'•�rc ytrr��rparlr� yt�st����e�n r�� ���rt� t.;'s���'�e�+�n.C:��';�t. G �, extra:. _ _ _: I
�"�CS�4j0�'f1tY32r21`�'G'�71i f]�Vf.Q�i!,�Cld{'t 5:�� t] S [t: gy��1L�/�{�5ClL7Y�i8s I
1N WIMMS'WAEREWF THISAMELEMt=N7" Trgm—tXECO-TE1�O..YTI `PAi?f Y-1ERETa.
COOTR Ts R> {
CONTRACTOR NAW.((fotherthani an i'ndividual,statawhethera.Garnoratr�.rif.partn rshlp fe 1;
City,of SOW AN I
C N7RACi 8(1511VCS AL7DI E55 CITY 51'Al`E zip
20 Civic,Center Plaza SArtta Aria cA '92701
F INTED NAMF OF pFr�SCIN:SIGNING
TITLE k
oven A,Mind#zo Assldant City Manager
CONTRACTOR AuTi-1OAZEp SIGNATURE DA.T SIGNED
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STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES EXHIBIT 2
STANDARD AGREEMENT AGREEMENTNUMBER PURCHASING AUTHORITY NUMBER(IfApplicable)
STD 213(Rev.04/2020) 21-HHAP-0001 2 010725
STATE OF CALIFORNIA
CONTRACTING AGENCY NAME
Business,Consumer Services and Housing Agency
CONTRACTING AGENCY ADDRESS CITY STATE ZIP
915 Capitol Mall,Suite 350-A Sacramento CA 95814
PRINTED NAME OF PERSON SIGNING TITLE
Lourdes Castro Ramirez Secretary
CONTRACTING AGENCY AUTHORIZED SIG ATURE DATE SIGNED
J Jul 9,2021
Lour es Castro Ramirez(Jul 9,202111:59 PDT)
CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL EXEMPTION(If Applicable)
Page2of2
EXHIBIT 2
City of Santa Ana
21".HHAP-00012
Page 1 of 23.
Homeless Housing, Assistance, and Provention Program Round 2 (HiHAP-2)
'�t�b�lard.Agreem�rtt -
i
Thd`Mate f llfarnt .lea est blts'hed the H n�eii s Ho,ui ing� 1 i tang , i rid E
Prevention Progre t Ourrd 2 ("HHAP- `' or r'Pro' om") putrsUantto ON Pter . .
( ar risen it c With epticri 21 ). > art af:plvisipn 1 "ofth0.:Heaith'.and S. 0ty
Cafe (Added by tats.2 2[�'R c. to,(A.15,. 7i eft Jixne 20.E '020,
Tire Prom tip adrrilntstet6d by the 0atif6rrt19 Hr�r_Blass Coor�din�tir�g ar�d
tnancing Oortol {"idFt�.) i0 th.eusinss, onsurre[� :iyNiceS and Flou:s11
hg::
Ar' y(' enc ,;) t-IHAP 'pr•~ovi-es one tim;+ fliil7e blel� rnt funds
to Oori inuums°of Care, large cities(population of' 00.,000+) abd counties as defined
in the Novernber 13, 2020 HHAP-2 Notice:of 'und'ing Avallability ("'NOFA".to build
on the reglo'nal eoordinatton created through previous HG.FC grant funding and
support local jurisdlctions to their unified regional responses to reduce:and end
homelessness:
This standard Agreement along with all its exl lblts'("Agreement") is entered into by
the Atgency and a Continuum of Carey a city„or a County('Grantrae") under the
authv.rlty of, .and In furtherance of the purposeof, 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 Agre:emert, the NOFA under which
the Grantee applied, the representations contained in the Grantee's application, and
the requirements of the authority cited above.
2) Purrs i
f
The general purpose of the Program into continue to build;on regional coordination k
developed through previous rounds of funding of the Homelessness. Emergency Aid
Program (Chapter 5 (commencing with Section 6021 0)), the program established
under this chapter, and GOV)D-f9 funding to reduce ho.melessn'ess. This funding
shall.
a) Continue to build regional collaboration between continuums of case:, counties,
and cities in a given region, regardless of population, and ultimately be used to
develop a unified regional response to homelessness.
b) Be parsed strategically with other local, state, and federal funds provided to
address homelassness in order to achieve maximurn Impact., Grantees of this
I k'al H.e
EXHIBIT 2
City of Santa Ana
21-HHAP-00012
Page 2 of 23
fundinq are encouraged to reference :the Guide to.$fL,,#egfq.Uses,of Key State
and Federal Funds to Reduce Homelessness Durlog the COVID-19 Pandemic.
of Bqd-0040yod with tho goOj of worm.fhe numb o.rof homotess i n1dividuals1h.."O
ve n Mgton throuUh irivesfirfqin I.Qhgter
m %tUt1_Or1%.Aijth as O.Ormahent.
housing, pno that thq state be an Integral.pa-fter throLighothe provision:
.0
toolartid l assistance, shark 0 cif best pa(Witos"i.:0r 0im I me tin
..p.q. -n. an.
00-ountabirfly framewofk tb guldz the sfruOtoro-of current and fut-ure state
lnvestments.
In accordanoe With the authority cited, above, art application was created and
submitted by the Grantee for HHAP-2 funds to: be allocated for eligible uses as
stated In Health and Safety Code section 50220.5, subd'ivislon (d)(1)— (8).
3) Definitlighs
tho fd11owling HHAP-2 p rogram- erm-t or' defloOd' n aw-ordartoo.With'Health
0#*Oaty t.OW settlon't.02,11 01tkulbd 1visions.0)
-`gbnqy.
(b) %O01104hf,teans, COOtinu.L1rh:.of 0 are ofty., ou t..
a or Q.
(o) 'slty'A r . ans. city gr ort� 'and Aunty that a Telly inc 'rpal'ated to
Idd Id...80
,esAoAts odp f� 6rli -11 dari he-of 012 U .01 'Amy . I ed'.ether under the
general la sof this state or under W
charter adopted the local voters,
.w
(d) "Continuum of Care" means the same as defined byh United States
Department of Housing and Urban Development at Section $78.3 of Title 24 of the
Code.of Federal Regulations..
(e) "Coordinated Entry,System":means a centralized or coordinated process
developed Oursuant to Section 578.7 of Tit.le 24 of the Code of Federal Regulat.Ions,
as that section read on January 10, 201.9, designed to coordinate homelessness
program. .participant intake, assessment,.and provision of referrals.: In.order to satisfy
th.1s,subdivision, a centralized or coordinated assessment system shall cover the
g:eograph!G area,.be-easily accessed by Individuals and families seeking housing or
services,. be well advertised, and Include a comprehensive and standardized
assessment tool.
(f) "Counctl" means the, Homeless Coordinating. and Fin ancingC undil created
pursuant to Section 8257:of the,Welfare and Institutions Code.
(9) "Emergency shelter"has the same. meaning as defined in subdivision. (e) of
Section 50801,
Initial Here
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EXHIBIT 2
City of Santa Ana
21-HHAP-00012
Page 3 of 23
(h) "nameless" has the same meaning,,as defined in.Secti n. b7% of Title,2:4 0tho
e e.of der, l l egul ticn fhat e io,rs road.or Jaowry l0, 00,
Management it form llon , ysterrl Means the Inforlmatiol system
lesi bated bye, ontinuVM df Care to Qorr�Plywlth federel report!ng requ rnts;�s
defined irr.8,e0tio, 57.0,3.of Tltl L24 of the Cade cf 1✓ederai.l;egulMorrs, The to rn
`�Horh fess': Canagemer t Information 80tam iso lneludes the use ef'-a corgi parable
database by a Vi titl se:rvlce . pia ti' er Qr leg il'serviop provider that � pOftiiited by
flee i. der . - ov��r`i.fl�ient unde.f rt 67 f TWO 24 Of the : rle of eder l
I�eguilattotl;s - i
1 E,Hdmolass.pantnµtire..curit,, : eah, :th 1 mele� s peintrhfiir'e cauirt
pursuant td Sectlarr 7 of Title 24 of tli. Code .i Federal i o ulatlo is. A.
jurisdl'ction grey alect to instead use their 017 paint=in time count if th,6y can
demonstrate that as ignificant methodology change occurred etrnie'eri the 017 a.nd
2019 point-in-time counts that was, based on an attempt to more closely align the
count with HUD best practices and undertaken in consultation.with HIED
representatives. A jurisdiction shall subunit documentation of this to the agency by
the date by whi6h HUD's certification of the 2019 hameiess point-anytime count is
finallzed Tine agency shall review and :approve or deny a req.uesf described In the
previous sentence along with a jurisdiction's application far homeless fund r g
(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 726 of the federal McKinney-Vento Homeless Assistance Act (42 U:,S.C,
i
Sec. 114 4a(2)). "Homeless youth" includes Unaccompanied youth Who are
pregnant or. parenting;
(1) Housing First" has the same meaning as In Section 8255 of the Welfare and j
Institutions Code, including all of core compQnents.listed therein..
m "Jurisdiction" means a city, city that is also a county, count , or Continuum of
t ) Y Y . Y Y
Care, as defined in this section.
(n)."Navigation center"means a Housing First;. lorry-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, j
(o) "Program means tiro Homeless Housing, Assistance, and. Prevention program
established pursuant to this chapter.
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EXHIBIT 2
City of Santa Ana
21-HHAP-00012
Page 4 of 23
(1') "Round V of the program means the funding allocated under the program
With moneys appropriated during the fiscal year beginning on July 1, 2019.
,Paum�,.�f#ho program r�iOar7a:thefutdin� �I�o�ot�� ui�d�r't�i� �m ram
�1th m r�eys approl rlated d'urlr the fisoal ye-of'b;ld.MR.g O.rt JUIY 1;=0,,
(0),"Pi ooM.M. a(Igo�tton' coe ds the portion of rn funds avallablo toe oand' or
develop loll capadity to address irnrrrdd.iate harp I: or7ss chall':ertgas4
(q) odl let Moons. 0 juri diotilon that recoNowfLinds'from the ogonoy for the
i
Purpdses pate progrrr7,
Additional definitions for the purposes of the HH.AP-2 program.
"Obligate" means that the Grantee has placed order, awarded contracts; received
servcces,, or entered into similar trAnsactions that require payment using HHAP-2
funding. Grantees., and the subreoipie:nts who receive awards
from those Grantees, must Obligate the funds by the statutory deadlines set forth in
this _achibit:A.
"Expended" means all HHAP-2 funds obligated under contract or subcontract have {
been fully paid and.receipted, acid no Invoices remain outstanding. In the vase of.an
award made through subcontracting., subcontractors are required:to expend the
funds by the same statutory,deadlines.
i
4) Scope of Wdrk
The Scope of Work(Vork")for this Agreement shall include .uses that
are consistent with Health and Safety Code:section 50220.5,.subdivision (d)-M, and
any other applicable laws. The grantee.shall expend funde on evidence-based
solutions that address and prevent homelessness arnong eligible populations
Including any of the following:
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a) rapid rehousing, Including rental subsidies and incentives to landlords, such as
sec_ urity deposits and holding feed.
b) Operating subsidies in :new and existing affordable.or supportive: housing units,
emergency shelters, and navigation centers. Operating subsidies may include j
operating reserves.
c) Street outreach to assist persons experiencing homelessness to access
permanent housing and services.
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EXHIBIT 2
City of Santa Ana
21-HHAP-00012
Page 5 of 2$
d.) Services coordination, which may Include access to workforce, education,, and
training programs;, or other services needed to prornote housing stability In
supportive housing...
e) -$Vttomssuoport for activities nd t to cosoytot. atefogjaOloartnerships algid
imaintain,a bomeless,servi"O"O's- Y par'Lloularty'-f
,vulnerable popUlafio' fair Includ-In. -� .s,,andfime.I(_38a youth.9. Mlles
f) Delivery of permanent housing and innovative housing solutions,t1ons, such as hotel
and motel conversions.
g.) Prevention and shelter diversion to permanent housing, Including rental
subsidies.
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h) Now havigation 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 olty, county, or region. served by a
Continuum of Care.
(1i) The ntjmber of people experiencing unsheltered: homelessness in the
.homeless polint-in-time count,
(IO) Shelter vacancy rate-in the summer and winter months,.
Ov, Percentage of exits from emergency shelters to permanent housing solutions.
(v) A plan tr.connect residents to permanent housing.
5) Ageng-v Contract Coord!.nator
The Agency's Contract Coordinatorforthis 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. malled, to the Agency Contract.t Coordinator. If jhere are
opportunities to. send information electronically, Grantee will benotified via email by
the HHAP Grant Managerar the Grant Manager's designee.
The Representatives during the term of this Agreement will be:;
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initial Here.
EXHIBIT 2
C1ty of Santa.Ana
PROORAM; RANTE-
NTtT � Business Consumer Services and'.
Housing Agency city of Santa:Ana
; Tl Ntl l: ilTo HOM.-oloss Coordibating:And
Irraneiig Co. iW(H0C}
ADDRESS: 015 Capitol Mail.Suite 350-A 20 Civic Center Plaza
5aeram.ento,:CA, 95a14 Santa Ana,`CA 92791
CONTRACT MANAGER Victor 0uron. Steven Mendoza
(910) 6 10-9 4 42 IV14)04:7 5240,
EMAIL AIVRES Viofor,DurorT bgsh ca�gou. rri rt x s Caf � n, r
All r qu M04 pd.ote.the r nteo 6formatib lWed�:v 1thlb t`hls.kloroerhont ell be
errrailed to e i rrrel s Coprdir . ting end r'1 nnirig 0'0u-W-.11 - egefdl or all b
at hh b shoo ,aoy The c� ndil r s rues the rig f to c- , e tl�elr represertt tiv 1
andlor 0e0,t t 6"tlon at.any flihe,With,
riotic to.the Grants : 1
' ff tiV :'l ate T rr i f Agree rnb t and.aeydflb6
a) Th isr 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, STIR. 213), when signed by all parties.
b Contractua
l Ublig ation
l) Grantees that are counties must contractually obligate 100 percent of their
full program allocations on or befa,re May 31,, 2023.
ii.) Grantees that are cities or continuums of care roust contmetually obligate no
less fhah.50 percent of program allocations on or beforo May 31, 2023 I
I[!) Counties that contractually obligate less than 100,percent of program
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allocations after May 31, 2.023 will have their unallocated funds reverted to j
the GoC 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 GoC, City of Pasadena CoC, the City
of Long Beach CoC, and the Los Angeles Homeless Services Authority
Initial Here
EXHIBIT 2
City of Santa Ana
21-H HAP-00O12
Pagel of 23
Cities or Continuums of Care that., after May 31, 023, have contraotually
:011 pted lea,9 than 60 percent,of program l.iooations must sOrnit-and hive
#prpved'by the C000611 an 01ter etpay as re��ir�
uC� 'ar Hd lfih af6tj Gpday, .5. 0-;Z 5;{ a`u4dlv n (k..)(2)).
o F911 i xpO!,V1t.ure of HHAR r nt Funds l
g t fund � 06 d e �y J em, e n,
Any'Iund:� r�ct:e�peh�ed by thafi date sh;�ll � V�rt fio`the �neral' i�uri �Heolth
ety. 00% §W Q 5 subdlvi�iOn
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.
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Initial Here
EXHIBIT 2
City pf*nta Ana
2'1 HHAF� 0001,2
rage,
Homeless Housing,Assistance, and Prevention. Program Round 2 (HHAP-2)
Standard Agreement
EXHIBITS
I UDGEri'OMIL and DI tJF( ME i�" P O'�t l�}NS
§'Odgeiodtalf : .hart es.
The Grantee agrees that HHAP-2 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 people experiencing homelessness into permanent
housing and supporting the efforts°of those Individuals and famil.ies:to maintain their
permanent housing.
The Grantee shall expend HHAP Rinds an e:lig Ibte activitiesri
' as detailed
the expenditure plan and funding plan submitted with the Grantee's approved
application. The Grantee shall submit an updated funding plan with
the annual :report that revises arid reports all actual and projected expenditures of
HHAP-2 funds.
a) Budget Changes
i} Changes may be made to the timing (e.g., fiscal year)of eligible use
expenditures without prior approval by the Agenoy so long as the total
expenditures (actual and projected) for each eligible use:category remain the
same as described In the expenditure plan approved with
the .grantee's application:.
1ij Any decrease or increase.to the total expenditures for
any eligible use category must otherwise be approved Myths Counell's,
HHiAP-2 Grant Manager or his/her designee, in wrlt%ng, before
the Grantee may expend H:HAP-2 funds accordln.g to an alternative
expenditure plan. The HHAp-2 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 fi
breach of this Agreement. A breach of this. agreement may result in remedies:.
fisted within Exhibit C of this agreement.
2 ener I Condit`ons Prior to Disbursement
All Grantees must submit the following forms prior to HHAP-2 funds. being released; j
• Request for Funds 'Formi.("RFF`
A STD 213 Standard Agreement - Two original copies of the signed STD 213
form and initialed Exhibits A through [
initial Flere i�
EXHIBIT 2
:City of Santa Ana
21,-H.HAP-00012
Page 9-of 23
tO Reo rd� Governr6ent:A On- T4x
Payee Do or'0 cy payer.1,0',Farm:
HHAP-Q 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 (800).
The: RFF must include the Proposed eligible uses and the amount of funds proposed
for:expenditure under each allgible'use. HHAP-2 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) Ex"penditureof Funds
Speolfic 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 60218.-.$ and 50220.5 mandate
the foil win
a) Up to 5, percent of an applicant's HKAP-2 program allocation may be expanded
for the followl,rig -uses that are Intended to, meet federal requirements for housing
fonding:-
1) Sffato.gi&homelessnegs plan, as defined in Section. 578.7(c),of Title 24 of the
Code of Federal Regulations.
1111)` Infrastructure development to support coordinated entry systems and
Homeless Management Information Systems.
b) The applicant shall not use,more than 7 percent of a.HHAP-2 program a.f1boation
for administrative costs Incurred by the city,; county, or Continuum of Care to
administer Its program allocation. For purposes of this subdivision,
admInistrative costs" does not Include staff or other costs directly related to
implementing activities funded by the prog
ram allocation.
c) A program recipient shall use at least 8 percent of the funds a,flocated under this
section for services for homeless youth. populations.
d) Recipients of HFIAP-2 funds shall comply with Housing First as, provided in
Chapter 6.5 (commencing with Section 8256) of DivIslon 8 of the Welfare. and
Institutions:Code.
e) Grantees that are cities or continuums of care shall contractually obligate no less
than 50 percent of HHAP-2 funds by May 31, 2023. If less than 60 percent. is
Initial Here
EXHIBIT 2
City of Banta Ana
21�HHAP-000 2.
Page: 10 of 23
obligated.after May 31, 2.023, 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 moth of the following occur:
l) On or before June 30, 2023, the Grantee submits an alternative disbursement
plan to HC.FC that includes an explanation for the delay.and a plan
to fully expend these funds by December 31, 2023.
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11) HCFC approvers the alternative disbursement plan or provides the Grantee.
With guidance on the.revisions needed In order to approve the°alternative
disburser ont plan,
i i) If the funds identified in the approved aiterriative disbursement plan.are
not fully expended bylecember 31, 2023, the funds shall be returned to the
HCFC for a subsequent round of awards by.HCFC.
f) Grantees that.are counties shall contractually obligate the,full
allocation (100 percent) awarded to them by May 31, 2021 Any funds that are
not contractually obligated.by this date shall be reverted to the Continuum of
Care that serves the county. $peclfio to Los.Angeles County, funds:that are: not
contractually obligated by this date shall be divided proportionately using the
HHAPw2funding allocation formula among the four CoGs that serve Los
Angeles County; City of Glendale Coo, City of Pasadena COC, the City of Long
Beach CaC, and the Los Angeles Homeless Barvlce:s Authority.
Counties not obligating their foil program.allocation by iVlay $1, 202.3 are required
to notify HCFC,, ah or before that date., of the nar ne of the CoC(s) in which the
county is served, and the:amount of program funds thaitwill be reverted:to
the CoC(s). By June 30, 2023,,the county shall provide HCFC with evidence'that 3
the funds were transferred and subs 'it an. updated budget that clearly identifies
the funds that were transferred.
�) HHAP.2 funds-shall be expended by .tune 30, 2O26
h) in accordance with.Health and Safety Code section $0220.5, subdivision (1),
HCFC retains the right.to require a corrective action plan of grantees that are not !i
on track to fully expend funds by the statutorily required deadline.
i) Any funds not expended by June 30, 2025 shall revert to the General Fund.
HHAP-2 funds shall not be used for casts 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 section 602O.:5.
Initial Here
EXHIBIT 2
.0ity°of Unto Am,
1�HKAP-0001 '
Page 11 of 2.
HW- rq grvgs :Ithe right to ddit nal larIfylr�g InformAtion to dotoerri o phi :
ro0190110 a0ss and ellc0lbility of all ��es.of th.o funs mad-e this
A r Sri i t, it tki r rated pr` lts furrde al roc:lpi rats use 1HAl - um-S t!"O
for°1161001410 activities, the radtoa.shall W-r' ir�d to.relrathurso thosO funda
Co geri y,
Art e pendjtUed Which not,401horizod' y this'Ag're ont or by v�rFrtf�:r� op rov�1,
khe grant hllanag'ar ar'.tilslNt de l nee, '. + hitch c hnot'bo.adequete daiwime'r eitad.,,
shall`fie d1$0 lowed and Mast be're1rnbutsod W AO dCy by th0 0:rantee.
HOP ' aits'$OV and absolute d1scretion, shall'a titre the flr it deterrrmatl6h 1
regarding the aliowability of HHAP-2 fund expenditures,
Program.funds shall;not be used to supplant existing local funds for homeless
housing,.assistance:, or proventlon,
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Rot Mftrorhent$ are not perr7° fed'.arf HHAP- for OnY exponditure plrior t tho O t
of execution of this Agreement.
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EXHIBIT 2
Viy of' ahta„A a
i-a0e i 2 Of 3
Homoless Housing, Assistance, and Prevention Program Round 2 (HHAP-2)
Standard Agreement
EXHISIT.
1.) Le-ft1natlo_n and Suffi'oiency_of Rands 1
a) Termination of.Agreem.. ent
Agency may terminate this Agreement at any time for cause by:giving a. minimum
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of 14 drays' notice of termination, in writing, to the Grantee. Cause shall consist.
of ViJaVons,of any ccnditl9ns of.this Agreement, ony:br.:each of centred as
�d�;scrihed in paragraplh 0 of this Exhibit C�;violai;ir�rr of WiY fbdo.Nl or-state la" S
oNit lr6ft of Ag noy`s e penditurro authority; Upari:termin ion of this
lr�eisrit, unless ptlennt�se a�pprpvd In Wr�tiCbyAg.ency,,any unepndod
fUn'd's roceivod byth G-Mrfteei, h8ill be return d'to AOOncyVvitbiri: days
ofi A eh ,' rotTco:of ferrriinatid-rr
g y
} 801,01O.noy ONO$
`f`h�is A9`re'.0Mo t t� valid end en�orce�bie only if sufF1cient funds are.-ma-d:
avail I Ie to goncy by l g'1si #i re ap roprlatiort :l r ad. tion .' h s A ree ont.i s
subject to any additional restrictions,, IlMitations or condition's, or statutes,,
regulations or any other, laws, whether federal cr those::of the State of Callf6rnia,
or of any agency, department, or any.politleal su diyision of the federal or State
of California governments, which may affect the provisions, terms car funding of
this Agreement in any manner.
2) �'ranstere ,
Grantee may not transfer or assign by subcontract 6r- novation,; or by any other
means, the rights., duties, or performance of this:Agreement or any part thereof,
except as allowed within Exhibit C Section 1.2 (Sp Oal Conditions.—
Ora htees/SubGranteb) or with the .prior written. approval of HCFC and a formal
amendment to this Agreement to affect such subcontract or novation.
Grantee's A02110400n for Fronds
Grantee h submitted to HMO an app.l%catlon for'HHAP-,2 fur- s46 support regional
coordination and expand or develop local capacity to address its immediate
horn;elessness challenges,Agency is entering into this Agreement on.the basis of
Granteo's facts: information, assortioris and ri�pre,�alnt�#ions por�tainbd to j
that fallcailon:Any subs'equentmodifioati-Ons to the on nil funding pla.�is: ?
submitted, within the origlnal .appli atior must be r�quesf60hfoUgh the formal HFfAi
Change Request Process and are subject to approval by HCFC.
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Initial Here
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EXHIBIT 2
City of Santa Ana
21-HHAP-00012
Page 13 of 23
Grantee warrants that all information, facts; assertions and representations
contaload In the applicatlan and appreved m0 ifloatiQC�s and ad itlons thereto are
tr c, oa►re t, and 00MO to t- the best of grantee's knowledge;'fh the event'that any
part f the application;end any approved modificatiori arid:additi n thereto i untrue;.
lncolea;' if?.bcSnlplete,, or m'islpadln In §uah a:riijn i r that would sub tan#lolly aff Gi;
HC approval, di�bc[�; rriit, or rrrenter�nf tllo fd,ir end the rr� ,o.
act(vl les gpverned by this A reement➢ilh'en A ericy.rn y of re a breach Of thi"
Agr of brit arwd'k,sl e such c'tion d pur uo such ro'dd i is a§are leg ally av ilable;.
a) Annual Reports
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By January 1,. 2022, and annually on that;date thereafter until all funds have
been expended, the Grantee shall submit:an annual report to HCFC in a I
format.provided by.HCFC.Annual Reports will include a request for data on
expenditures and people;served with`HHAP-2 funding in addition to details on
speclfio projects selected for the use of HHAP 2 funding, If the Grantee fails to
provide such documentation, HCFC may recapture any portion of the amount.
authorized by this Agreement with a 14 day writ ton notification No later than
January 1 2027,. the Grarte.e shall:subrrtit a final: report, in a format provided
by HG'�FC, as welt as a detailed explanation of ali uses of the program funds.
b) Expenditure Reports,
In'additlon to the annual reports, HCFC requires the Grantee to submit quarterly
expanditure reports due no later than 30 days following the end of each fiscal
quarter. iGrar tee shall submit a report to HCFC on a.form and method provided
by HCFC that includes the ongoing tracking of the specific uses and expenditures
of any prograrrl funds brQlcen out by eligible usea listed,, Including the current
status of those:funds, as well as any additional information HGF0 deems
appropriate or necessary. If the Grantee falls to provide such documentation,
HCFC:may recapture any portion of the;amount authorized by this Agreement F
with a 14� .ay written notification.
) Reporting.Requir ements
i) Annual Report: The annual report shall contain detailed informatioh in
accordance with Health and Safety Code section 50222,:subdivision (a),
This information includes the following, as well as any additional information
deemed appropriate or necessary by H'CFC
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4i) Data collection shall include, but not be limited to, Information regarding
Individuals and ftirnilies served., including demographic Information,
Information regarding partnerships among entities or lack thereof, and
participant and regional outcomes.
Initial Here
EXHIBIT 2
City of Santa Ana
21-HHAP-00:01 2
Page 1.4 of 23
(2)The performance monitoring .and accountability framework shall include
clear metrics, which may Include,; but are not limited to., the following;
(a) The number of individual exits to permanent housing, as defined by the
lJtilted Vates 'Qep :r merit of Housrng dnd irl:rNh:Devolapfrtorrt,.frcm ,
ra.nsheltered en Iron ienits and Interim hausin res lttn 'from`th a-
fundirlg
(b) Radal equity, as defined by the council in consultation with
representatives of state. and local agencies,,service providers, the
Legislature, and other stakeholders.
(c) Any other, metrics deemed appropriate by the council and developed in
coordination with representatives of state and local agencies,
advocates, service providers, and the Legislature. j
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(3) Data,collection and reparfiing requirements shall support the efficient and
effeotive administration of the program.and enable the monitoring of
turlsdlctlon perform-0,glw dhd program t�utcerrr��,.
t) BxE� ndilre lepert. i"hpenditure rpol`t shall entail datatr 1
expenditt ies r ' HHAP�2 fury ino iin l�rd1nq but=l�rot;lirnrted to C�bli:gateti':tundai
eXpCtded fund' rntereatcrued; and tither trand derived fr HH1P=
funding:
lli: final lxpilditra"rs Plan, RurCirg.the finaliscai Year.of reprrtrrrga : r`al�risees may
be requ.lr d to include a play to f lily expend HHAI .grant.fundi.ng, Thls pj'i�h:
must be submitted With.the he quarterly expenditure report In a form
at to be
provided by HCFC,
lv) HCI=C may require additional supplemental reporting with written notice to the
Grantee.
t)' Grantee rr ay, at their discrdtion, fully expond their HHAP:2 allocation.prior to
the end date of the grant terra and will not be required to submit quarterly 1
fiscal reports after the quarter In which their allocation was fully expended.
d) Audlffng
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,2 administrative funds may
be used.to Bond this expense. Should an audit be required, the Grantee: shall
adhere to the following conditions:
1) The audit shall be performed, by an independent certified.public accountant.
initial Here
EXHIBIT 2
City Of, anta:Aria
1-HHAP-00042
[i), The::,Grante ahall notify'Aden of file,auditbes n 11''m errd address
Imrriedlato`ly after'the el oti n his i 'e m e.'Tha ontl"ac for the: udi#
8ha11 a11pw-.AWese'by Age nsy to:tl e frtd p��id rat: uditot" working ' per :
l l .) The Qrafee is respcinstWe f'or to perrtpietion of s . its grid ill hosts
pr�pariln�a�rdits. -
Iv) If there are audit findings, the:Grantee must submit a detalled response
0
acceptable to Agency for each audit finding.within :J0 days from the date of
the audit:flnding report,
)- .Inspectldh armed Reten l+oh of 1116cairds,
a) Roc9rd.;Inspect on
HCFG or Its designee shall have tihe.right to review, obtain, and copy all records.
and supporting documentation pertain Ing to performance under. this Agreement.
The Grantee agrees to provide .HM, or its designee, with any relevant:
information requested. The Grantee agrees to give HCFC 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
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related to such records, and of inspecting and copying such boobs, 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-2 program guidance document published:
on thewebaito, and this Agreement.
In, accordance with, Health and Safety Code section 50220.6, subdivision (I.), if
upon inspection of records HCFC identifies noncompliance with grant
requirements,HCFC retains the right to Impose a corrective action plan on the
Grantee,
a) Record Retention
The Grantee further agrees to retain all records described In sub ara ra A for-
a minimum period of five(5)years after the termination of this Agreement. j
If any litigation, clairn, negatiation, audit,,monitoring, inspection or other action
has been commenced before the expiration of the,required record retention 1
period, all records must be retained until completion of the action and resolution
of all issues which arise from it.
0) Breath and l omodles
a) Breach of Agreement
Breach of this Agreement includes, but is not limited to, the following events-.
Initial Here
EXHIBIT 2
City of Santa Ana
21-HHAP-0001.2.
Page 16 of 23
i) Grantee's failure to comply with the terms or conditions of this Agreement,
ii} Use ofi or permitting the use of,. HHAP 2 funds provided under this
Agreement for any ineligible activities.
(i ) Any failure to comply with the deadlines set forth In this Agreement,
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b) Remedies for Breach of Agreement �
In addition to .any other remedies that may be available to Agency in law or equity
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for breach of this Agreement, Agency ma
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i) Bar the Grantee from applying forfuture. HHAP funds; 1
111) Revoke any other existing HHAP-2 award'(s) to the Grantee;
iii) Require the return of any unexpended. HHAP-V2 funds disbursed tinder this
Agreement;
iv} Require repayment of HHAP-2 funds disbursed and expended. under this
Agreement:;
v) Require the immediate return to Agency of all funds derived from the use of l
HHAP_2'funds
A) Seek., in a court of competent jurisdiction, an Girder for specific performance of
tho defaulted o.biigatigrt or.partl6patlqn in the technical 4ssistanpe in
acdbrdande;with'HHAN2 require'rnehts.
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0 .All remedies available to Agency are cumulative and not exclusive.
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dl AOgnoy may give fllr Jttef ',notice to the rentee.t4'cure`tile breMO r sir
violation within a period of not less than 15 days.
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7) Waivers
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
th A reernenty 'or to re,qulre:at any t'- -q pert"orrnar ce by the'grantee'of these.
provl for s, Mali In no way be construed Mtn be: w0lve-r of suoh:provis:lons nor to a
afoot the volidity pf�this Agreement:or th rjohf of P,ger�cy to r?fer e i
these:previslt�ns:-
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8) Nondiscrimination
l i'ring.th+ peftmence of this Agreement, Grantee acid its subreolplents shall not
unlawfully d`iscr 0(10t% harass, or ellou harastm Oh. t :aquim'st arty employee Of
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 I
AIM), mental drsacility, medical condition (cancer/genetic characteristics), age
Initial Here
1
EXHIBIT 2
City of Santa.Ana
1-HHAM00,12
Page 17 of.23
(over 40), genetic information, marital status, military and"veteran status, and denlal.
of medical and family care leave or pregnancy disability leave. Grantees and Sub
grantees shall ensure that the evaluation,and treatment of their employees and
applicants for employment are free from.:sueh.disc,rim ination and harassment,,
rar tet:and Its i breci0ierit$ shell comply filth tha,pravislons�of 0alifar. . s lavy
against dlscrtrr�ib�ator�:praotices roiatang'to speo�frc grorap�� the �al�orrrre P,�::.'rr j
l�.rnploymotlt ai d"Housing Apt EHA ( ov, Oocte, 19.000 et aeq )t tiro ragcrwoons
prorr7ulg6ted there+ nder(Gl; Cody le Y tit,` , " ggg of serfs}, and tlhe
provisions of Article 94, iChapter 1, Part 1, Qivlslon 3, Title 2 of the government
,Code Pov. Code, 11135 111 'Crai tee>ari .it gal r ejpients slldll:0lve1
wrfttan notice of'their'ibfigattons urtderthis olause to labor6rganlzationc 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.Safoty Code.section 60 20,6, subdivision ( ) states, " For
purposes of Seetlan 1090 of the Government Code, a representative of a county
serving on a board, committee, or body with the primary purpose of administering j
funds or mek1rig funding recommendations fo:r applicatton§ pursuant to this:chapter.
shall;havve no firioncia:l''lntere #'in any 0o..,adt, pr6garft or.' roj alr voted rt;by,the
bC�ari , com �tteor � dyothebaisof� tho receipt`of cpr�rperi�atlori for holdlpg.
puhiic offlee or P bffo eMpiO rr�ent s a r preseratatave of tFto po
1=dUro to oompfy with fhase'laws, thGludfrig ll iusi Less andd lriat'roia di 'ctoadr
provr..'01 4, will reedit h tho.ttpplie0(lort boft.;rej#q d aril.arty sta�s�.Otxen rrtraet
hding.,doolared void, ether t ga.l a t[on may also h�Taken;. Add tiox�a(a ipir abl j
stat ltes lr e[,ude, lout 00 not limited-try, Goverr ortt,Code ectiorr 11 ap. l u (f'o
contiract CWe,960fons -10410 arid,tG41"
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 i
any State agency; unless the employment, activity, or enterprise is required as a 3
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. j
b) Farmer State Employees; For the two-year period from the.date he :or she. left
State employment:; no former State officer ar employee may enter into a contract.
in which he or she engaged in any of the negotiations, transactions, planning, j
arrangements, or any part of the decision-making process relevant.to the !
c6.htract-whlle'err)pi yed I.- art eapa ity fey ar c ST'' ",a licy, For the'twefve-
month podod from the date he-dr sh:e fofl State orn ioyrrterit nc 1"ormer: t to
officer ar erhployee May:enter Into.a centred with any State agency-if he or site:.
was employed by that State agency in a policy-making position in the same
Initial Here
EXHIBIT 2
i ffy ofi 8�6ntu Ana
41 ; HAP 1O0p12
Page 18'of 23
,general.eublect a1`ea the proposed contract:with ln thew eMMC)rlti M.pC flp, l
prilor.to h1 prior laavin.9 state sorvlp.
eff t e Grantee: al ornp�r'w#1 8�0layees oft ti 1�
.l?i ltca' le prdvi ions of law pel=lalr inool t cal�fli is t f triterest; lnclud�ng iut:not
li sited 0 0hy appllgable cootll t.of interest,prcvis..ions offt. .l~'cillt:ckefbr 1
Apt Of:14774 (Gov.,, ode;: 310.09 et,seq;)..
[�. ,+p�5 jr� ['. p��r..r� f"�_ n p� �r �.y �} } �3 ry �n 'r } p.��# spy�+�j �yy� day,] i
0) l epresor�tativas of'�a +✓aunty: A roprosentative.of�.a. counk�: el Y.i�� 4J��! ��M.1p� 1�1�.y, ,
com ltteo, or;l ody riii th- primary purpose of adrnlr iste-ir�g funds or making i
funding reci�mmend.atlons for applications pursuant to thlS chapter shall have no 1
filnancial interest in. any contract, program, or project voted on by the board,
odmmittee, or body on the basis of the receipt of.compensation for holding public
office or public employment as a representative of the county..
IO)_Drug-Free Workplace Certification, 1
Certification of Compliance. By signing thisIgreement, Grantee hereby certifies,
under penalty of perjury under the laws ofState of California, that it and its:
subreolpierrts will comply with the requirements of the Oru -Free`Workplace Act of
1990 (G.ov, Code, §6369 et seq.) and have or will provide a drug-free workplace by 1
taking the fallowing actions,
Publish a statement notifying;employees and subreciplents that unlawful
manufacture distribution, dispens°atiori:, possession.,; or use of a controlled substance
Is prahlbite and specifying actions to be taken against employees, Grantees, or
subr ciptents for violations, as required by Government Cade section 83.55,
subdivision`(q)(1),
a) Establish a Drug-Free Awareness Program, as required by Government Cade
eectiorl 8355,.subdivision (a)(2)ta- inform employees; Grantees, or
subreciple:nts about all of the fallowing
The dangers of drug abuse In the workplace:,
II) Grantee's policy of maintaining a drug-free workplace-, }
iii:) Any available counseling, rehabilitation, and employee assistance program;
and
IV). Penalties that may be Imposed upon employees, Grantees, and
subrecipients for drug abuse violations.
b) Provide, as required by Government Code section 8355, subdivision (a)(3), that
every employee and/or subrecippient that works under this Agreement.
l') Will receive a copy of Grantee's drug-free policy statement, and
Initial Here
EXHIBIT 2
City of Santa Ana
21-HHAP-00012
Page 10 of 23
11) Will. agree to abide by terms of Grantee-s.condition of emplqment or
.subcontract,
M-pligh
-excess of$10-0.
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
Find family support enforcement, IncludIng, but not limited to, disclosure of
Information and compliance with earnings asstgnmentorders, as provided in
Chapter 8 (commencing with section 5200) of Part 6 of DivIglon 9 of the Family
Code:; .and
:b) The Grantee., to the best of its knowledge is,fully,00mp lying with the earnings
asslo.nment orders of all employees and is providing:the names of all new
employees to the New Hire Registry maintained 'by the California lErriployment
Development,Department,
"Os "ly-W d, - so -
TheGrabfqb.�tidre- to , MO with. 9:
qP fth1;sAOroeMO.,n :I`n 01 Odin'
h P, q 0 _16n
the la Conditions-set forth,in [.�%.hlbjt M Thosaoondit -.sk sbollbp met tolho.
s6fisUollan,of AQ Oky p riot todlsb, nsetii-Ot, ff 00'' T�6--:qrohteds.ha.I I e M U_-re'." that
a4�'Subgronfftg,are made aware.Of and agreeiih�
,101y With all the dondiflobs.of'th%
Agt,eemwit,and itie lapplicable ftko,requiem �use,`_f KHAP 4
en I.� . ts OvO*g th . 0
funds. Failure to comply with these condiflons may result In terrnination of this
Agreement.
a) 'The Agreement:between the .G..eantee..and any,subgranteethall.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.
11) Maintain at least the minknum State-required wokers,tompensation for
those employees who will perform the work or any part of It.
11lQ 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, Grantee or
any Subgrantee In performing the Work.or any part of it.
lv) Agree to include all the terms of this Agreement in each subcontract,
13=00011 ate and Fe-de Rulos, Gold Redul lotions
ancgwlth, ral.,Laws. ethistgAn Z A
Initial Here
EXHIBIT 2
City of Santa Ana
21-HHAP-0001.2
Page 20 of 23
The Grantee agrees to comply with all state and federal laws, rules end regulations
that pertain to construction, health and safety, labor,,fair employment practices,
environmental protection, equal opportunity, fair houshg, and:all other matters
applicable and/or related to the HHAPw2 program, the Grantee;.its subreciplent% and.
all eligible aotivitie&
Grantee shall also be responsible for obtaining any and ail permits, licenses, and
approvals required for performing :any activities under this Agreement, including
those necessary to perform design, constructi:b.n, or operation and mai.ntenanc of
thetivltiea irritee shall be res,pansll.le fo.r obsering air7d comlin9 with any
0001110able-fete all state, grid lodclllaws, rules,or fegulati.or s atfe-Offt. arty such,Vvoik,
speclftcall those mel ding, but not'llmlted to, e.r�vi onmerital prritection:, {
procurent0nt, and safety laws, rubs, regulations, and ord)n'ancea, Grah ee shall
provfde copies of;permlts er'd' appi°ovals to I�[GI7 On request:
1�):�rspe�tivr�a
v
) rarttee $hall Inspeot Ony work.perfe.rrned l oreur der t en;�ui°e that tiro work is
being and has boon performed In acddrdance with the applicable federal,:,state
and/or local requirements, and thJs Agreement.
b) HC C reserves the right to inspect any work performed hereunder to ensure that �I
the worm.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 an such; i
Inspectlom. not to conform to the applicable requirements be corrected and tee
�Wlthhdld t ayments to the tu ra ipierit until it is cerrebt6d
15.)Litation
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 farce and effect, Therefore, the
provisions of this Agreement are and shall.be, deemed severable.
b) The Grantee shall notify HCFC 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.
1
initial Her
a �
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EXHIBIT 2
City of Santa Ana
21-HHAP-00012
Page.21 of 23
Hornelless Housing.,Assistance, and Prevention Program Round. 2 (HHAP-2)
Standard Agroemont
EXHIBIT 0
Sp.115CIAL TERMS AND CONDITIONS
1) All propeods-vom
deposit of.HHAP 2 funds, along with any Intere,4-bearing accounts opened
by. Ltbrociplents to the.Geantee fo-r'the deposit,of:HHAP�2,,fun.0s,s rnust.be�vsed for
HHA Ve'IR-241g �Mpbfted"oh as required�by Agency;
.2) Per Health and Safety Code Section 50220.5 (g), any housing-reliated activities
funded with HHAP-2 funds, Including but not:limited to emeroeric rapid_
shelter, raO
rehousing, rental assistance, transitional housing and permanent supportive
housing., .m..'Ust be In compliance or otherwise aligned With the core,components of
Housing First as described In Welfare and Institutions Code section 8265,
subdIVIsian (0). Individuals and families assisted with those funds must,not be
required to receive treatment or perform any other prerequisiteactivities.as 0
condition for receiving sheltot,,housing; or other services for which these funds are
9
'used. in addition, HHAP�2.funding shall be used to adopt a.Housing First approach:
within the entire local homelessness responses-ystem, including outreach and
rapidemergency shelter shork�term inter t nfions [Ike _ QUslji Ian. 1ping.er
3Y Grsjlee 0hatl-Jilize
qn-'atio n Systo M. 41, )to.
(radk.HHAP4,fuhd1bd, Projeots, sorvIdesy arn.42cllehts,sorved, G-rantea_ will"emAgrei that
Irk adcord�hdo with ap.pliad- J.0-laws.avid
identify lfidiVid vat projp6to, sdr'vides ot ire suppoqod:b HHAP-4
by 'Athl 60-Proprf 6WHHA N�r
rund'10Q, cro 9 -spe(clfid funding spvrces ar 0
00de-s4n,HM,
in and Provide dain;a[drieflia,
iholudlog,but nbUlmited to
health Jinformatton, 16,a mar doh- fedora[ 10%to the statewide sNtent withe Ido
Homeless_ - 6W V _:1 hf r 68 the,Ho M.,oless Oat
Om .s.s.. ,81171. 0"ement. wVOtlob. Syst hi,(kno_wn
(ntegtatfort'system or"HDW), in accordance sting Data use
Agreement entered Into With the Council., if any, and as required by Health and
Safety Code section 60220.6. Any health information provided
. to, or.maintained
within, the statewide Homeless Management Information System shall not be
subject to public Inspection or disclosure under the California Public Records Act
(Chapter 3,5 (commenoing with Section 6250) of Division 7 of Title 1 of the
-Government Code),, For purposes of this paragraph, "health information": means
"protected health Information," as defined in Part. 160,.10.3 of Title 46 of the Code of
Federal regulations, and "Medical information," as defined In subdivision .(j) of
Section 56.05 of the Civil Code, The Council may, as required by operational
Initial Here
EXHIBIT 2
City of Santa Ana
21-HHAP-00012
Page 22 of 23
necessity, amend or modify required data elements, disclosure formats, or:
disclosure frequency,
6) Grantee:shall I.I dude,lh their annual report and upon;request from HCi=C an update
on progress towards meeting goals provided within- edtl`on 4: HHAP Round 2 Coals
of the HHAP-2, application. Grantees will.report on these goals in a manner and
format provlded to Grantee by HCFC.
I
0) Grantee agrees 10 accept tech lids l: sarstanoo a dlrbootod by HeFC Or by a
contracted techh eal a slstanoo provider acting on behalf of HC C and repent to
HCrC on progr'ammatic changes the grantee v�lil r�ako a�a result of the technic, f
";). Granteegree toImonatrateprrtmenfi to radial. ctity.andr IeretEon.
the grantee shall use.data prdvrided thr.0 h HDIS t. ahotlyze racial
drbprepo ti.nalltY ln,h6meless peprilatior s and In p rti�ei'ship W, HC0 , establr h:
oloar`me., and perfo mart e rrtoriItONO'' for a.gh1oV(ng dq;ultyfiri prc�vi�l& Of
$ervloes 'And,, c� foom_s for Mack. �a five, a d`l , l e u � i- Man, l� `c f'_ :t. . rid g. ,ncus, : at nxt . n, a I.to
Islanders,and .trier Pe6pie df color who are d.Igpr .'adl'onateiy irnpa,otad'by
home.Iessness and C.OVID-19 {
8 Grantee Should estab.11sh a mechanism for people, i l' experience'n sm r p pl w with sued of
homelessness to have meaningful and purposeful opportunities to inform: and;shape
all ldvels.of planning and implementation, including through opportunities to hire
people with lured experience
t
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Initial Here
gHIB�T 2
CK a onta ria'
'.fig , $ of 28
H wless I-ouslft As.s1 #din e, and Prdvention Pr ar mi purt.d 2 (H'HA,IP� j
'eXHtBIT E
SLATE OF CALWORNWOBNERAL'TERMS AND 6ONDITION'
This exhibit is Incorporated by reference and made part of this agreement, The General
Terms: and Conditions (.GTG 04/2017)can. be viewed at the following link:
i
ht l www.do ca.govl /medi,a/`Divi lonslCO.L /Res.oLirces/GTG A ril 2017- l
FINALS 617 pdf?la Sri&hash=3A6497 F777D5B9D3 3Q9 33 E 1969FD69062
In the interpretation of this Agreement, any inconsistencies between the. State of
California Cery.aral Terms and. Conditions (GTC - Q4/2017)and the terms of this
Agreement and its exhibits/attachments shall be resolved in favor of this Agreement and
its exhibits/attachments,
i
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nitl'armere
SCO ID:
STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES EXHIBIT 2
STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER(If Applicable)
STD 213(Rev.04/2020) 22-HHAP-10004 010725
1.This Agreement is entered into between the Contracting Agency and the Contractor named below:
CONTRACTING AGENCY NAME
Business,Consumer Services and Housing Agency
CONTRACTOR NAME
City of Santa Ana,Community Development Agency
2.The term of this Agreement is:
START DATE
Upon BCSH approval
THROUGH END DATE
10/1/2026
3.The maximum amount of this Agreement is:
$2,058,070.34(Two Million Fifty Eight Thousand Seventy Dollars and Thirty Four Cents)
4.The parties agree to comply with the terms and conditions of the following exhibits,which are by this reference made a part of the Agreement.
Exhibits Title Pages
Exhibit A Authority,Purpose and Scope of Work 8
Exhibit B Budget Detail and Disbursement Provisions 2
Exhibit C Homeless Coordinating and Financing Council General Terms and Conditions 8
Exhibit D Special Terms and Conditions 2
+
Exhibit E State of California General Terms and Conditions 1
Exhibit F Standard Agreement to Apply 5
Items shown with an asterisk(*),are hereby incorporated by reference and made part of this agreement as if attached hereto.
These documents can be viewed athttps.11www.dgs.co.gov/OLS/Resources
IN WITNESS WHEREOF,THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.
CONTRACTOR
CONTRACTOR NAME(if other than an individual,state whether a corporation,partnership,etc.)
City of Santa Ana,Community Development Agency
CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP
20 Civic Center Plaza,M-25 Santa Ana CA 92701
PRINTED NAME OF PERSON SIGNING TITLE
Terri Eggers Homeless Services Manager
CONTRACTOR AUTHORIZED SIGNATURE DATE SIGNED
Terri Eggers Digitally signed by Terri Eggers January 6,2022
Date:2022.01.06 16:49:59-08'00'
Paqe 1 of 2
5C01 D:
STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES EXHIBIT 2
STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER(If Applicable)
STD 213(Rev.04/2020) 22-HHAP-10004 010725
STATE OF CALIFORNIA
CONTRACTING AGENCY NAME
Business,Consumer Services and Housing Agency
CONTRACTING AGENCY ADDRESS CITY STATE ZIP
915 Capitol Mall,Suite 350-A Sacramento CA 95814
PRINTED NAME OF PERSON SIGNING TITLE
Lourdes Castro Ramirez Secretary
CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED
A I Feb 24, 2022
Lourr6es Castro Ramirez Feb 24 2022 15:06 PST
CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL EXEMPTION(If Applicable)
Paqe 2 of 2
City n
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22-a - 0
Page 1 of 26
i
Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3)
Standard Agreement
Initial Disbursement Contract for Funds
EXHIBIT A
AUTHORITY, PURPOSE AND SCOPE OF WORK
1) Authority
The State of California has established the Homeless Housing, Assistance, and
Prevention Program Round 3 ("HHAP-3" or "Program") pursuant to Chapter 6
(commencing with Section 50216) of Part 1 of Division 31 of the Health and Safety
Code. (Amended by Stats. 2021, Ch. 111, Sec. 4. (AB 140) Effective July 19, 2021.)
The Program is administered by the California Homeless Coordinating and
Financing Council ("HCFC") in the Business, Consumer Services and Housing
Agency("Agency"). HHAP-3 provides flexible block grant funds
to Continuums of Care, large cities (population of 300,000+) and counties to build on
the regional coordination created through previous HCFC grant funding and support
local jurisdictions in their unified regional responses to reduce and end
homelessness.
This Standard Agreement/Initial Disbursement Contract for Funds along with all its
exhibits ("Agreement") 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 j
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 this
Agreement, the Standard Agreement to Apply signed and submitted by the Grantee
(Exhibit F), and the requirements appearing in the statutory authority for the Program '
cited above.
2) Purpose E
The general purpose of the Program is to continue to build on regional coordination
developed through previous rounds of funding of the Homelessness Emergency Aid
Program (Chapter 5 (commencing with Section 50210)), the program established l
under this chapter, and COVID-19 funding to reduce homelessness. This funding
shall:
i
a) Continue to build regional collaboration between continuums of care, counties,
and cities in a given region, regardless of population, and ultimately be used to
develop a unified regional response to homelessness.
b) Be paired strategically with other local, state, and federal funds provided to
address homelessness in order to achieve maximum impact. Grantees of this
funding are encouraged to reference Putting the Funding Pieces Together: Guide
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WWl 22-H I
Page 2 of 26
to Strategic Uses of New and Recent State and Federal Funds to Prevent and
End Homelessness in their planning efforts.
c) Be deployed with the goal of reducing the number of people experiencing
homelessness in a given region through investing in long-term solutions, such as
permanent housing.
d) Include the State as an integral partner through the provision of technical
assistance, sharing of best practices, and implementing an accountability
framework to guide the structure of current and future state investments.
i
In accordance with the authority cited above, a Standard Agreement to Apply was
submitted by the Grantee for the initial disbursement of HHAP-3 funds to be
allocated to the Grantee pursuant to Health and Safety Code 50220.7(a)(4)(A).
3) Definitions
The following HHAP-3 program terms are defined in accordance with Health
and Safety Code section 50216, subdivisions (a) — (r):
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 578.3 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.
"Council" means the Homeless Coordinating and Financing Council created
� g g
pursuant to Section 8257 of the Welfare and Institutions Code,
g) "Emergency shelter" has the same meaning as defined.in subdivision (e) of
Section 50801.
Inifial
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22-11011 OrO
Page 3 of 26
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
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 i
Regulations.
j) "Homeless point-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 consultation 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) "Housing 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.
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.
1) "Round 1" of the program means the funding allocated under the program with
moneys appropriated during the fiscal year beginning on July 1, 2019.
Ini+i�l
City o San#
22- � 0�
Page 4 of 26
2) "Round 2" of the program means the funding allocated under the program with
moneys appropriated during the fiscal year beginning on July 1, 20M
3) "Round 3" of the program means the funding allocated under the program with
moneys appropriated during the fiscal year beginning on July 1, 2021.
4) "Round 4" of the program means the funding allocated under the program with
moneys appropriated during the fiscal year beginning on July 1, 2022.
p) "Program allocation" means the portion of program funds available to expand or
develop local capacity to address immediate homelessness challenges. ?
q) "Recipient" means a jurisdiction that receives funds from the agency for the
purposes of the program.
r) "Tribe" or "tribal applicant" means a federally recognized tribal government
pursuant to Section 4103 of Title 25 of the United States Code.
Additional definitions for the purposes of the HHAP-3 program:
"Obligate" means that the Grantee has placed orders, awarded contracts, received
services, or entered into similar transactions that require payment using HHAP-3
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-3 funds obligated under contract or subcontract have l
been fully paid and receipted, and no invoices remain outstanding.
4) Scope of Work
The Scope of Work ("Work") for this Agreement shall include uses that
are consistent with Health and Safety Code (HSC) section 50218.6, subdivision (e),
and section 50220.7, subdivisions (a)(4)-(5) & (f), and any other applicable laws.
By accepting these funds, the Grantee acknowledges that this initial disbursement of
funds is a portion of their total allocation under the HHAP-3 Program, to be used
solely for the purposes outlined below, and that in order to receive the remaining
balance of its HHAP-3 program allocation, an applicant shall submit an application to
the council by June 30, 2022, that includes a local homelessness action plan and
specific outcome goals in accordance with the requirements laid out in HSC §
50220.7(b).
1
The Grantee may expend this initial disbursement of funds to complete the local
homelessness action plan, required by HSC § 50220.7(b)(3)(A), including paying for
any technical assistance or contracted entities to support the completion of the
homelessness action plan.
Initial
City of Santa Ana
22-H 9AW WT42
Page 5 of 26
For funds not spent on the Grantee's homelessness action plan, priority for these
initial funds shall be for systems improvement, including, but not limited to, all of the
following:
A) Capacity building and workforce development for service providers within the
jurisdiction, including removing barriers to contracting with culturally specific service
providers and building capacity of providers to administer culturally specific services.
I
B) Funding existing evidence-based programs serving people experiencing
homelessness.
i
C) Investing in data systems to meet reporting requirements or strengthen the
recipient's Homeless Management Information System.
D) Improving homeless point-in-time counts.
j�
E) Improving coordinated entry systems to eliminate racial bias or to create a youth-
specific coordinated entry system.
For any remaining funds not spent on the Grantee's homelessness action plan or
systems improvement, the Grantee shall expend funds on existing evidence-based
programs serving people experiencing homelessness among eligible populations,
including any of the following eligible uses:
a) Rapid rehousing, including rental subsidies and incentives to landlords, such as
security deposits and holding fees.
b) Operating subsidies in new and existing affordable or supportive housing units,
emergency shelters, and navigation centers. Operating subsidies may include
operating reserves.
c) Street outreach to assist persons experiencing homelessness to access
permanent housing and services.
d) Services coordination, which may include access to workforce, education, and 1
training programs, or other services needed to promote housing stability in
supportive housing.
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.
i
f) Delivery of permanent housing and innovative housing solutions, such as hotel
and motel conversions. !
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g) Prevention and shelter diversion to permanent housing, including rental
subsidies.
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h) New navigation centers and emergency shelters based on demonstrated need.
Demonstrated need for purposes of this paragraph shall be based on the
following:
i) The number of available shelter beds in the city, county, or region served by a
Continuum of Care.
ii) The number of people experiencing unsheltered homelessness in the
homeless point-in-time count.
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iii) Shelter vacancy rate in the summer and winter months.
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iv) Percentage of exits from emergency shelters to permanent housing solutions.
v) A plan to connect residents to permanent housing.
vi) Any new interim sheltering funded by HHAP-3 funds must be low barrier,
comply with Housing First as provided in Chapter 6.5 (commencing with Section
8255) of Division 8 of the Welfare and Institutions Code, and prioritize
interventions other than congregate shelters.
i) Improvements to existing emergency shelters to lower barriers and increase
privacy.
In addition to the funding use requirements described above, the Grantee's ,I
expenditure of its entire HHAP-3 allocation must also comply with the following:
a) At least 10 percent of the funds shall be spent on services for homeless youth
populations. i
b) Not more than 7 percent of funds may be used for administrative costs incurred
by the city, county, or continuum of care to adminis
ter its program allocation. For
purposes of this Agreement, "administrative costs" does not include staff or other
costs directly related to implementing activities funded by the program allocation.
a) Agency Contract Coordinator
The Agency's Contract Coordinator for this Agreement is the Council's Grant
Director or the Grant Director's designee. Unless otherwise instructed, any notice, J
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 Council's Grant Director or the Grant Director's designee.
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The Representatives during the term of this Agreement will be:
PROGRAM GRANTEE
ENTITY: Business Consumer Services and City of Santa Ana,Community Development
Housing Agency Agency
SECTIONIUNIT: Homeless Coordinating and
Financing Council (HCFC) i
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ADDRESS: 915 Capitol Mall Suite 350-A 20 Civic Center Plaza,M-25,Santa Ana,CA 1
Sacramento, CA, 95814 92701 {I
CONTRACT
COORDINATOR Victor Duron Terri Eggers j
PHONE NUMBER: (916) 510-9442 (714)647-5378
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EMAIL ADDRESS: Victor.Duron@bcsh.ca.gov teggers@santa-ana.org j
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All requests to update the Grantee information listed within this Agreement shall be
emailed to the HHAP Program's general email box at hhap@bcsh.ca.gov. 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 Agreement 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) This Agreement shall terminate on October 1, 2026, or upon delivery of the
HHAP-3 final report required by HSC § 50223(b), whichever is sooner.
c) Grantee shall submit an application for the remainder of their HHAP-3 allocation
by June 30, 2022 in compliance with HSC § 50220.7(b).
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d) Grantee shall report on the activities funded pursuant this Agreement in the first
expenditure report submitted to the Council after disbursement of the remaining
funds, as required by HSC §§ 50221 and 50223.
e) Grantees that are cities or continuums of care shall contractually obligate no less
than 50 percent of HHAP-3 funds by May 31, 2024. If less than 50 percent is
obligated after May 31, 2024, 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 following occur:
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1) On or before June 30, 2024, the Grantee submits an alternative disbursement
plan to HCFC that includes an explanation for the delay.
11) HCFC approves the alternative disbursement plan or provides the Grantee
with guidance on the revisions needed in order to approve the alternative
disbursement plan.
111) If the funds identified in the approved alternative disbursement plan are
not fully expended by December 31, 2024, the funds shall be returned to the
HCFC to be allocated as bonus awards.
f) Grantees that are counties shall contractually obligate the full
allocation (100 percent) awarded to them by May 31, 2024. 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-3 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, 2024 are required
to notify HCFC, 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 1
the CoC(s). By June 30, 2024, the county shall provide HCFC with evidence that
the funds were transferred and submit an updated budget that clearly identifies
the funds that were transferred.
1
g) Grantees that do not meet the expenditure deadlines in HSC § 50220.7(k) shall
not be eligible for bonus funding. j
h) HHAP-3 funds shall be expended by June 30, 2026
i) In accordance with Health and Safety Code section 50220.5, subdivision (1),
HCFC retains the right to require a corrective action plan of grantees that are not
on track to fully expend funds by the statutorily required deadline.
j) Any funds not expended by June 30, 2026 shall be available for round 4 of the
program pursuant to HSC § 50218.7.
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.
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Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3)
Standard Agreement
EXHIBIT B
BUDGET DETAIL and DISBURSEMENT PROVISIONS
1) Budget Detail & Changes
The Grantee agrees that HHAP-3 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 people experiencing homelessness into permanent
housing and supporting the efforts of those individuals and families to maintain their
permanent housing.
The Grantee shall expend this initial disbursement of HHAP-3 funds on eligible
activities as detailed in Health and Safety Code Section 50220.7, subdivisions
(a)(4)(B), (a)(5), (e), and (f).
2) General Conditions Prior to Disbursement
All Grantees must submit the following forms prior to HHAP-3 funds being released:
• Request for Funds Form ("RFF")
• STD 213 Standard Agreement form and initialed Exhibits A through F
• STD 204 Payee Data Record or Government Agency Taxpayer ID Form
3) Disbursement of Funds
HHAP-3 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 f
Services (DGS) and the State Controller's Office (SCO),
1
The RFF must include the proposed eligible uses and the amount of funds proposed
for expenditure under each eligible use. This initial disbursement of HHAP-3 funds
will be disbursed in one 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. Grantee agrees that in order to receive the remaining balance of the allocation
awarded to them pursuant HSC. § 50218.6(a)(1), Grantee must submit an application
that meets the requirements of HSC § 50220.7(b) and this application must be
approved by HCFC prior to a second disbursement of funds. Additionally, Grantee
will be required to enter into a separate Standard Agreement in order to receive their
remaining allocation.
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4) Expenditure of Funds
This initial disbursement of HHAP-3 funds must be spent in accordance with HSC
sections 50218.6(e) and 50220.7, subdivisions (a)(4)(B), (a)(5), (e), and (f), as
described in Exhibit A, Section 4 "Scope of Work".
5) Ineligible Costs
HHAP-3 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 section 50220.7, subdivisions i
(a)(4)(B), (a)(5), (e), and (f)•
f
HCFC 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 subrecipients use HHAP-3 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.
HCFC, at its sole and absolute discretion, shall make the final determination
regarding the allowability of HHAP-3 fund expenditures.
Program funds shall not be used to supplant existing local funds for homeless
housing, assistance, or prevention.
f
Reimbursements are not permitted in HHAP-3 for any expenditures prior to the date
of execution of this Agreement.
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Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3)
Standard Agreement
EXHIBIT C
GENERAL TERMS AND CONDITIONS
i
1) Termination and Sufficiency of Funds
a) Termination of Agreement 1
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 paragraph 6 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 as allowed within Exhibit C Section 12 (Special Conditions —Grantees/Sub
Grantee) or with the prior written approval of HCFC and a formal amendment to this
Agreement to affect such subcontract or novation.
CIF
3) Grantees Application for Funds
Pursuant to HSC § 50220.7(a)(1), Grantee is required to submit to HCFC an
application for the remainder of their HHAP-3 allocation to support regional
coordination and expand or develop local capacity to address its immediate {
homelessness challenges.
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4) Reporting/Audits
a) Reporting Requirements
i) Activities funded under this Agreement shall be reported on in the first
expenditure report submitted to HCFC following the disbursement of the
remaining funds. If the Grantee fails to provide such documentation, HCFC
may recapture any portion of the amount authorized by this Agreement with a
14-day written notification.
ii) Grantee is also required to comply with the reporting requirements in HSC §
50221 and 50223, as applicable
b) 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-3 administrative funds
may be used to fund this expense. Should an audit be required, the Grantee shall
adhere to the following conditions:
i) The audit shall be performed by an independent certified public accountant.
ii) The Grantee shall notify Agency of the auditor's name and address
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immediately after the selection has been made. The contract for the audit
shall allow access by Agency to the independent auditor's working papers.
iii) The Grantee is responsible for the completion of audits and all costs of
preparing audits.
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iv) 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.
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5) Inspection and Retention of Records
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a) Record Inspection
HCFC 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 HCFC, or its designee, with any relevant
information requested. The Grantee agrees to give HCFC 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-3 program guidance document published
on the website, and this Agreement.
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In accordance with Health and Safety Code section 50220.7, subdivision (m), if
upon inspection of records HCPC identifies noncompliance with grant
requirements. HCPC retains the right to impose a corrective action plan on the
Grantee.
b) Record Retention
The Grantee further agrees to retain all records described in subparagraph A for
a minimum period of five(5)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 it.
6) Breach and Remedies 1
a) Breach of Agreement
Breach of this Agreement includes, but is not limited to, the following events:
i
1) Grantee's failure to comply with the terms or conditions of this Agreement.
ii) Use of, or permitting the use of, HHAP-3 funds provided under this f
Agreement for any ineligible activities.
111) Any failure to comply with the deadlines set forth in this Agreement.
b) Remedies for Breach of Agreement E
In addition to any other remedies that may be available to Agency in law or equity
for breach of this Agreement, Agency may:
I
1) Bar the Grantee from applying for future HHAP funds;
ii) Revoke any other existing HHAP-3 award(s)to the Grantee;
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iii) Require the return of any unexpended HHAP-3 funds disbursed under this
Agreement;
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iv) Require repayment of HHAP-3 funds disbursed and expended under this 1
Agreement;
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v) Require the immediate return to Agency of all funds derived from the use of
HHAP-3 funds
1
v'i) Seek, in a court of competent jurisdiction, an order for specific performance of
the defaulted obligation or participation in the technical assistance in
accordance with HHAP-3 requirements.
a
c) All remedies available to Agency are cumulative and not exclusive.
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d) Agency may give written notice to the Grantee to cure the breach or
violation within a period of not less than 15 days.
7) Waivers
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 any time, 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.
8) Nondiscrimination
During the performance of this Agreement, Grantee and its subrecipients 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 Sub
grantees 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 et seq.); and the
provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government
Code (Gov. Code, §§ 11135 - 11139.5). Grantee and its subrecipients shall give
written notice of their obligations under this clause to labor organizations with which
they have a collective bargaining or other agreement.
1
9) Conflict of Interest
All Grantees are subject to state and federal conflict of interest laws. For
instance, Health and Safety Code section 50220.5, subdivision (1) 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."
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Failure to complywith 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
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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.
b) 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 l
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 twelvemonth period
prior to his or her leaving State service.
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 Political Reform
Act of 1974 (Gov. Code, § 81000 et seq.).
l
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 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 j
office or public employment as a representative of the county.
10)Dru -Free Work lace 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
subrecipients 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:
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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).
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a) Establish a Drug-Free Awareness Program, as required by Government Code
section 8355, subdivision (a)(2) to inform employees, Grantees, or =
subreciplents about all of the following:
i) The dangers of drug abuse in the workplace;
il) Grantee's policy of maintaining a drug-free workplace;
iii) Any available counseling, rehabilitation, and employee assistance program;
and
iv) Penalties that may be imposed upon employees, Grantees, and
1
subreciplents for drug abuse violations.
b) Provide, as required by Government Code section 8355, subdivision (a)(3), that
every employee and/or subrecipient that works under this Agreement:
i) Will receive a copy of Grantee's drug-free policy statement, and j
ii) Will agree to abide by terms of Grantee's condition of employment or
subcontract.
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11)Child 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
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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.
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12)S ecial Conditions -- Grantees/Sub rantee
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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
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this Agreement and the applicable State requirements governing the use of HHAP-3
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:
i) Perform the work in accordance with Federal, State and Local housing and
building codes, as applicable.
i
ii) Maintain at least the minimum State-required worker's compensation for
those employees who will perform the work or any part of it. ;
lil) 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 Grantee or
any Subgrantee in performing the Work or any part of it. j
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iv) Agree to include all the terms of this Agreement in each subcontract.
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13)Com liance with State and Federal Laws Rules Guidelines and Regulations j
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-3 program, the Grantee, its subreciplents, and
all eligible activities.
Grantee shall also be responsible for obtaining any and all permits, licenses, and
f
approvals required for performing any activities under this 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, F
I
procurement, and safety laws, rules, regulations, and ordinances. Grantee shall
provide copies of permits and approvals to HCFC 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.
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b) HCFC 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.
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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.
1151itigation
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.
I
b) The Grantee shall notify HCFC immediately of any claim or action undertaken by
or against it, which affects or may affect this Agreement orAgency, 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.
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Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3)
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-3 funds, along with any interest-bearing accounts opened
by subrecipients to the Grantee for the deposit of HHAP-3 funds, must be used for
HHAP-3-eligible activities and reported on as required by Agency.
2) Per Health and Safety Code Section 50220.7 (g), any housing-related activities
funded with HHAP-3 funds, including but not limited to emergency shelter(per HSC
§ 50220.7(e)(8)(F)), rapid-rehousing, rental assistance, transitional housing and
permanent supportive housing, must be in compliance or otherwise aligned with
the core components of Housing First, as described in Welfare and
Institutions Code section 8255, subdivision (b). Individuals and families assisted with
these funds must not be required to receive treatment or perform any other
prerequisite activities as a condition for receiving shelter, housing, or other services
for which these funds are used. In addition, HHAP-3 funding shall be used to adopt a
Housing First approach within the entire local homelessness response system,
including outreach and emergency shelter, short-term interventions like rapid re- }
housing, and longer-term interventions like supportive housing.
3) Grantee shall utilize its local Homeless Management Information System (HMIS) to
track HHAP-3-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-3
funding (e.g., by creating appropriate HHAP-3-specific funding sources and project
codes in HMIS).
E
4) Grantee shall participate in and provide data elements, including, but not limited to,
health information, in a manner consistent with federal law, to the statewide
Homeless Management Information System (known as the Homeless Data
Integration System or "HDIS"), in accordance with their existing Data Use
Agreement entered into with the Council, if any, and as required by Health and
Safety Code section 50220.6. Any health information provided to, or maintained
within, the statewide Homeless Management Information System shall not be
subject to public inspection or disclosure under the California Public Records Act
(Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the
Government Code). For purposes of thisparagraph, "health information" means
p p �
"protected health information," as defined in Part 160.103 of Title 45 of the Code of
Federal Regulations, and "medical information," as defined in subdivision 0) of
Section 56.05 of the Civil Code. The Council may, as required by operational
necessity, amend or modify required data elements, disclosure formats, or
disclosure frequency. Additionally, the Council, at its discretion, may provide
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Grantee with aggregate reports and analytics of the data Grantee submits to HDIS in
support of the Purpose of this Agreement and the existing Data Use Agreement.
5) Grantee agrees to accept technical assistance as directed by HCFC or by a
contracted technical assistance provider acting on behalf of HCFC and report to
HCFC on programmatic changes the grantee will make as a result of the technical
assistance and in support of their grant goals.
6) Grantee agrees to demonstrate a commitment to racial equity and, per Section
50222 (a)(2)(B), the grantee shall use data provided through HDIS to analyze racial
disproportionality in homeless populations and, in partnership with HCFC, establish
clear metrics and performance monitoring for achieving equity in provision of
services and outcomes for Black, Native, and Indigenous, Latinx, Asian, Pacific
Islanders and other People of Color who are disproportionately impacted by
homelessness and COVID-19.
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7) Grantee should establish a mechanism for people with lived experience of
homelessness to have meaningful and purposeful opportunities to inform and shape
all levels of planning and implementation, including through opportunities to hire
people with lived experience.
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Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3)
Standard Agreement
EXHIBIT E
STATE OF CALIFORNIA GENERAL TERMS AND CONDITIONS
This exhibit is incorporated by reference and made part of this agreement. The General
Terms and Conditions (GTC 04/2017) can be viewed at the following link:
htt s://www,d s.ca. ov/-/media/Divisions/OLS/Resources/GTC-A ril-2017-
FINALa ril2017. df?la=en&hash=3A64979F777D5S9D35309433EE81969FD69052D2
In the interpretation of this Agreement, any inconsistencies between the State of
California General Terms and Conditions (GTC - 04/2017) and the terms of this
Agreement and its exhibits/attachments shall be resolved in favor of this Agreement and
its exhibits/attachments. j
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Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3)
Standard Agreement
EXHIBIT P
STANDARD AGREEMENT TO APPLY
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City of Santa Ana
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=;1 �I aV i�Ifiry•��a I, �
Business,Consumer Services and Housing Agency HOMELE55� g COO IA1S I of 26
` Gavin Newsom,Governor I Lourdes M.Castro Ramirez,Secretary AND FINANCING COUNCIL
Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3)
Standard Agreement to Apply
HHAP-3 funding is provided pursuant to Health &Safety Code 50220.7(a) and requires all eligible
applicants to submit this Standard Agreement to Apply no later than 5:00pm on October 15, 2021. In this
agreement, applicants must indicate whether they intend to apply for HHAP-3 funding jointly with an
overlapping jurisdiction or apply as an individual entity. For any eligible applicant who does not submit
an agreement by the deadline, HCFC may choose to re-allocate the applicant's allocation to an
overlapping jurisdiction).
Eligible applicants applying jointly with an overlapping jurisdiction will designate one of the jointly
applying jurisdictions as the Administrative Entity which will enter into contract with the HCFC to
administer the combined allocations of the joint applicants. Applicants may only apply jointly with a
Continuum of Care (CoC), large city, or county that serves an overlapping region.The Administrative
Entity is required to submit a binding resolution or agreement that designates a single Administrative
Entity for the combined allocations and an explanation of how the jointly applying applicants will
administer the funds allocated to them pursuant to this section.This binding resolution or agreement
must be signed by the authorized representatives of all applicants and must be submitted with the
signed HHAP-3 Initial Disbursement Contract for Funding, separate from the Standard Agreement to
Apply.
By submitting this form,you agree to participate in the HHAP-3 application process as indicated below
and comply with all requirements as set forth in Health and Safety Code 50220.7.
APPLICATION SUBMISSION INFORMATION
ALL APPLICANTS:
Eligible Applicant Jurisdiction
❑✓ Large City: Santa Ana ❑County:
❑ Continuum of Care: CoC Number:
Administrative Entity: City of Santa Ana
Contact Person: Terri Eggers
Title: Homeless Services Division Manager
Contact Phone Number: 714-647-5378
Contact Email Address: teggers@santa-ana.org
Individual or Joint Application Designation:
0✓ The City of Santa Ana will submit an individual application for HHAP-3
funding
will submit a joint application for HHAP-3 funding
with the following overlapping jurisdiction(s):
1 For the purposes of the HHAP program,overlapping jurisdictions are eligible applicants that are located within the
some geographic area as the local CoC.
HHAP-3 Agreement to Apply 1
Published 9/15/2021
Initial
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Page 24 of 26
Jurisdiction Name Applicant Type (County, CoC, or City)
City of Santa Ana City
JOINT APPLICANTS ONLY:
Fund Disbursement/Contract Execution
The jointly applying jurisdictions designate the following jurisdiction as the Administrative Entity of the
total combined allocations and acknowledge that the Administrative Entity will enter into legal
agreement with HCFC and receive any disbursements for which the jointly applying jurisdictions may be
deemed eligible.
Administrative Entity:
[--]CoC El Large City ❑County
Name of Applicant:
Joint Applicants agree to the following:
1. Joint Applicants must designate a single Administrative Entity to receive the entire combined HHAP-
3 allocations.
2. The Administrative Entity must be a CoC, large city (if applicable), or county that serves the some
region.
3. The Administrative Entity receiving allocations on behalf of joint applicants shall use the funds in the
jurisdiction(s) entitled to the funds or to provide regional housing or services that serve the
population living in each of the jurisdiction(s) entitled to the funds.
4. The Administrative Entity is responsible for complying with all program expenditure requirements and
deadlines for the total combined allocations it is administering.
5. The Administrative Entity must enter into a binding resolution or agreement with joint applicants to
designate the Administrative Entity for the combined allocations which includes an explanation of
how the jointly applying applicants will administer the funds allocated to them.This binding
resolution or agreement must be signed by authorized representatives and will be included with the
contract for funds.
6. The HHAP-3 joint application will clearly identify the intended use of all the funds from each jointly
applying jurisdiction.
7. The HHAP-3 joint application will clearly describe in detail the collaboration between the jointly
applying jurisdictions and an explanation of how the jointly applying jurisdictions will partner to meet
their program goals,
8. The performance goals set in the HHAP-3 joint application will be used to determine the joint
applicants' eligibility for future bonus funding.
HHAP-3 Agreement to Apply 2
Published 9/15/2021
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Page 25 of 26
HHAP-3 APPLICATION REQUIREMENTS
Application Requirements- ALL APPLICANTS:
By initialing below, the eligible applicant(s) acknowledges their intent to participate in the HHAP-3
application process as follows:
J/ the eligible applicant(s) will receive an Initial disbursement equaling no more than 20% (or 25%
for jointly applying applicants) of their total allocation if this Agreement to Participate is submitted by
5:00pm on October 15, 2021 per HSC 50220.7(a)(4)(A)(ii).
alk Initial funds may be used to complete the local homeless action plan, as required by HSC
50220.7(b)(3)(A), including paying for any technical assistance or contracted entities to support the
completion of the homelessness action plan.
As stated in HSC § 50220.7(a)(5), priority for initial funds, above the costs of cornpleting the
homelessness action plan, shall be for systems improvement, including, but not limited to, all of the
following:
(A) Capacity building and workforce development for service providers within the
jurisdiction, including removing barriers to contracting with culturally specific service
providers and building capacity of providers to administer culturally specific services.
(B) Funding existing evidence-based programs serving people experiencing
homelessness.
(C) Investing in data systems to meet reporting requirements or strengthen the recipient's
Homeless Management Information System.
(D) Improving homeless point-in-time counts.
(E) Improving coordinated entry systems to eliminate racial bias or to create a youth-
specific coordinated entry system.
To receive the remaining balance of its round 3 program allocation, an applicant shall submit
an application to the council by June 30, 2022, that includes a local homelessness action plan and
specific outcome goals in accordance with the requirements laid out in HSC § 50220.7(b).
The applicant shall engage with the council on its local plan and outcome goals before
submitting a complete application, per HSC § 50220.7(b)(1).
�'� For city, county, and continuum of care applicants, local homelessness action plans pursuant
to HSC § 50220.7(b)(3)(A) and outcome goals pursuant to HSC § 50220.7(b)(3)(C) shall be agendized at
a regular meeting of the governing body, including receiving public comment, before being submitted
to the council, per HSC § 50220.7(b)(2).
4 "b A complete application shall conform to the requirements laid out in HSC § 50220.7(b)(3).
FORM CONTINUES ON PAGE 4
HHAP-3 Agreement to Apply 3
Published 9/15/2021
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HHAP-3 GRANTEE AWARD DISBURSEMENT INFORMATION
ALL APPLICANTS:
Instructions: Please fill out the information below, which is needed to process your HHAP Round
3 (HHAP-3) initial award disbursement:
Administrative Entity/Contracting Agency Name
Large City/City of Santa Ana, Community Development Agency
Administrative Entity/Contracting Agency Business Address
20 Civic Center Plaza, Santa Ana, M-25, CA 92701
Contract Manager Name
Terri Eggers
Contract Manager Email Address
teggers@santa-ana.org
Contract Manager Phone Number
714-647-5378
Award Check Mailing Address (Include "Attention to:" if applicable)
City of Santa Ana
Community Development Agency, 20 Civic Center Plaza, M-25, Santa Ana, CA 92701
For grantees who have previously contracted with BCSH, in order to reduce the amount of
paperwork needed to process your HHAP-3 award, HCFC is offering the opportunity to use the
Tax ID Form (Government Taxpayer ID Form for governmental entities or STD 204 Form for non-
governmental entities) and/or Authorized Signatory Form currently on file with HCFC for
HHAP-3 award disbursements. You may revoke these authorizations by submitting an
updated Tax ID Form or Authorized Signatory Form to hhap@bcsh.ca.gov.
Select one:
✓❑The information on the Tax ID Form used for the HHAP-2 award disbursement is accurate,
and I am authorizing HCFC to use the previously submitted form for the HHAP-3 initial
award disbursement
❑I have included a new Tax ID Form for the initial HHAP-3 award disbursement
Select one:
ED The information on the most recent Authorized Signatory Form on file with HCFC is
accurate, and I am authorizing HCFC to use the form on file for HHAP-3
❑I have included a new authorized signatory form for HHAP-3
CERTIFICATION
I certify that the signature below is authorized to sign for all applicable documents for the HHAP-3 grant
on behalf of the Eligible Applicant Jurisdiction listed above.
Kristine Ridge, City Manager
Name and Title of Authorized Representative
4:� 9/16/21
Signature of Authorized Representative Date
HHAP-3 Agreement to Apply 4
Published 9/15/2021
Inifinl
STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES
EXHIBIT 2
STANDARD AGREEMENT ACREEWNTNUM13=R PURCHASING AUTHORITY NUMBER(if Appfi able)
STD 213(Rev'.04/2020) 22-HHAP`.20004 010725
1 fhis Agreement is entered'into between the"Contracting Agency and the Contractor named below;
CONTRACTING AGENCY NAME
Business,Consumer Services and Housing Agency
CONTRACTOR NAME
- _
City of Santa Ana,Community Development Agency
2, The term of this Agreement is; i
START DATE
Upon BCSH approval
_
TH(Tbt1GH END[}ATE
12/31/2026
9 9 y 1
3,The maximum amount of this Agreement is:
$8,232,281.35(Eight Million Two Hundred Thirty Two Thousand Two Hundred Eighty One Dollars and Thirty Five Cents)
4.The parties agree to comply with the terms and conditions of the following exhibits,whit are by this reference rtiad-e a part of flie Agreement.
Exhibits Title Pages
Exhibit A qu.tha.rity,Purpose and Scope of Work 8
l xhlb.lt B. Budget Detail and Disbursement Provisions 2
Exhibit C Homeless Coordinating and Financing Council General Terms and Conditions 14
Exhibit D Special Terms and Conditions 2 i
Exhibit State of California General Terms and Conditions 1
Exhibit F Standard Agreement to Apply 5
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erns shown with an asterisk( ,are: `erq y incorporated by reference and made part of this agreement as 1f a Fd-'-:Fea hereto.,
These documents can be viewed c t&tps.11www.dgs.ca,goy/OCS�Resources, .. .
iN WITNESS WHEREOF,TH1s AGREEMENT HAS BEEN EXECUZED.BY THE PARTIES HERETO.
CONTRACTOR -
CONTRAdOR NAMF.(i(other than am inclMdual,.state whether a corporation,partnership,etc'.)
City of Santa Ana,Community Development Agency
CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP
20 Civic Center Plaza,M-25 Santa Ana CA 92701.
PRINTED NAME OF PERSON SIGNING TITLE
Terri Eggers Homeless Services Division Manager
coNTMcTo9AUTHo9vfDSi NATURE DATE SIGNED ;
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STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES EXHIBIT 2
STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER(if Applicable)
STO 213(Rev.04/2020) 22-HHAP-20004 010725
STATE OF CALIFORNIA
CONTRACTING AGENCY NAME
Business,Consumer Services and Housing Agency
CONTRACTING AGENCY ADDRESS CITY STATE ZIP
500 Capitol Mall,Suite 1850 Sacramento CA 95814
PRINTED NAME OF PERSON SIGNING TITLE
Lourdes Castro Ramirez Secretary
CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED
_ Jan 10, 2023
Lour es Castro Ramirez(Jan 10,2023 19:44 PST)
CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL EXEMPTION(If Applicable)
Cty
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Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3)
Standard Agreement
Remainder Disbursement Contract for Funds
EXHIBIT A
AUTHORITY, PURPOSE AND SCOPE OF WORK
1) Authority
The State of California has established the Homeless Housing, Assistance, and
Prevention Program Round 3 ("HHAP-3" or "Program") pursuant to Chapter 6
(commencing with Section 50216) of Part 1 of Division 31 of the Health and Safety
Code. (Amended by Stats. 2021, Ch. 111, Sec. 4. (AB 140) Effective July 19, 2021 .)
The Program is administered by the California Interagency Council on
Homelessness ("Cal ICH") in the Business, Consumer Services and Housing
Agency ("Agency"). HHAP-3 provides flexible block grant funds
to Continuums of Care, large cities (population of 300,000+) and counties to build on
the regional coordination created through previous Cal ICH grant funding and
support local jurisdictions in their unified regional responses to reduce and end
homelessness.
This Standard Agreement/Remainder Disbursement Contract for Funds along with
all its exhibits ("Agreement") is entered into by Cal ICH 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 this
Agreement, and the requirements appearing in the statutory authority for the
Program cited above.
2) Purpose
The general purpose of the Program is to continue to build on regional coordination
developed through previous rounds of funding of the Homeless Housing, Assistance,
and Prevention Program (Chapter 6 (commencing with Section 50216)), the program
established under this chapter, to reduce homelessness. This funding shall:
a) Continue to build regional collaboration between continuums of care, counties,
and cities in a given region, regardless of population, and ultimately be used to
develop a unified regional response to homelessness.
b) Be paired strategically with other local, state, and federal funds provided to
address homelessness in order to achieve maximum impact. Grantees of this
funding are encouraged to reference Putting the Funding Pieces Together: Guide
to Strategic Uses of New and Recent State and Federal Funds to Prevent and
End Homelessness to assist in using funding strategically for their planning
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efforts in the delivery of services to people experiencing homelessness in the
community.
c) Be deployed with the goal of reducing the number of people experiencing
homelessness in a given region through investing in long-term solutions, such as
permanent housing.
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d) Include the State as an integral partner through the provision of technical
assistance, sharing of best practices, and implementing an accountability
framework to guide the structure of current and future state investments.
In accordance with the authority cited above, an application was submitted by the
Grantee for the remainder disbursement of HHAP-3 funds to be allocated to the
Grantee pursuant to Health and Safety Code 50220.7(a)(4)(A).
3) Definitions
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The following HHAP-3 program terms are defined in accordance with Health
and Safety Code section 50216, subdivisions (a) — (r):
a) "Agency" means the Business, Consumer Services, and Housing Agency.
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b) "Applicant" means a Continuum of Care, city, or county or tribe.
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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 578.3 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.
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f) "Council" means the California Interagency Council on Homelessness, formerly
known as the Homeless Coordinating and Financing Council created pursuant to
Section 8257 of the Welfare and Institutions Code. l
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g) "Emergency shelter" has the same meaning as defined in subdivision (e) of
Section 50801.
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.
ii) "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
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.
j) "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 consultation with HUD
representatives. A jurisdiction shall submit documentation of this to the Cal ICH by
the date by which HUD's certification of the 2019 homeless point-in-time count is '
finalized. The Cal ICH 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 k
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) "Housing 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.
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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.
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o) "Program" means the Homeless Housing, Assistance, and Prevention program
established pursuant to this chapter.
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1) "Round 1"of the program means the funding allocated under the program with
moneys appropriated during the fiscal year beginning on July 1, 2019.
2) "Round 2" of the program means the funding allocated under the program with
moneys appropriated during the fiscal year beginning on July 1, 2020.
3) "Round 3" of the program means the funding allocated under the program with
moneys appropriated during the fiscal year beginning on July 1, 2021 .
4) "Round 4" of the program means the funding allocated under the program with
moneys appropriated during the fiscal year beginning on July 1, 2022.
p) "Program allocation" means the portion of program funds available to expand or
develop local capacity to address immediate homelessness challenges.
q) "Recipient" means a jurisdiction that receives funds from the Cal ICH for the
purposes of the program.
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r) "Tribe" or "tribal applicant" means a federally recognized tribal government
pursuant to Section 4103 of Title 25 of the United States Code.
Additional definitions for the purposes of the HHAP-3 program:
"Obligate" means that the Grantee has placed orders, awarded contracts, received
services, or entered into similar transactions that require payment using HHAP-3
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.
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"Expended" means all HHAP-3 funds obligated under contract or subcontract have
been fully paid and receipted, and no invoices remain outstanding.
4) Scope of Work
The Scope of Work ("Work") for this Agreement shall include uses that
are consistent with Health and Safety Code (HSC) section 50218.6, subdivision (e), j
and section 50220.7, subdivisions (a)(4)-(5) & (0, and any other applicable laws.
By accepting these funds, the Grantee acknowledges that the remainder
disbursement of funds is a portion of their total allocation under the HHAP-3
Program, to be used solely for the purposes outlined below.
The Grantee shall expend funds on evidence-based programs serving people
experiencing homelessness among eligible populations, including any of the
following eligible uses:
a) Rapid rehousing, including rental subsidies and incentives to landlords, such as
security deposits and holding fees.
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b) Operating subsidies in new and existing affordable or supportive housing units,
emergency shelters, and navigation centers. Operating subsidies may include =
operating reserves.
c) Street outreach to assist persons experiencing homelessness to access
permanent housing and services.
d) Services coordination, which may include access to workforce education and
training programs, or other services needed to promote housing stability in
supportive housing.
e) Systems support for activities necessary to create regional partnerships and
maintain a homeless services and housing delivery system, particularly for j
vulnerable populations including families and homeless youth.
f) Delivery of permanent housing and innovative housing solutions, such as hotel
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and motel conversions.
g) Prevention and shelter diversion to permanent housing, including rental
subsidies.
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h) Interim sheltering, limited to newly developed clinically enhanced congregate
shelters, new or existing noncongregate shelters, and operations of existing
navigation centers and shelters based on demonstrated need. Demonstrated
need for purposes of this paragraph shall be based on the following;
i) The number of available shelter beds in the city, county, or region served by a
Continuum of Care.
ii) The number of people experiencing unsheltered homelessness in the j
homeless point-in-time count.
iii) Shelter vacancy rate in the summer and winter months.
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iv) Percentage of exits from emergency shelters to permanent housing solutions.
v) A plan to connect residents to permanent housing. j
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vi) Any new interim sheltering funded by HHAP-3 funds must be low barrier,
comply with Housing First as provided in Chapter 6.5 (commencing with Section
8255) of Division 8 of the Welfare and Institutions Code, and prioritize
interventions other than congregate shelters.
i) Improvements to existing emergency shelters to lower barriers and increase
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privacy.
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In addition to the funding use requirements described above, the Grantee's
expenditure of its entire HHAP-3 allocation must also comply with the following:
a) At least 10 percent of the funds shall be spent on services for homeless youth
populations.
b) Not more than 7 percent of funds may be used for administrative costs incurred
by the city, county, or continuum of care to administer its program allocation. For
purposes of this Agreement, "administrative costs" does not include staff or other
costs directly related to implementing activities funded by the program allocation.
5) Cal ICH Contract Coordinator
The Cal ICH's Contract Coordinator for this Agreement is the Council's Grant
Director or the Grant Director's designee. Unless otherwise instructed, any notice,
report, or other communication requiring an original Grantee signature for this
Agreement shall be mailed to the Cal ICH Contract Coordinator. If there are
opportunities to send information electronically, Grantee will be notified via email by
the Council's Grant Director or the Grant Director's designee.
The Representatives during the term of this Agreement will be:
PROGRAM GRANTEE
ENTITY: Business Consumer Services and City of Santa Ana, Community
Housing Agency
Develo ment Agency
SECTION/UNIT; California Interagency Council on
Homelessness (Cal ICH)
915 Capitol Mall Suite 350-A
ADDRESS: Sacramento, CA, 95814 20 Civic Center Plaza, M-25, Santa
Ana, CA 92701
CONTRACT
COORDINATOR Victor Duron Terri Eggers
PHONE NUMBER. (916) 510-9442 (714) 647-5378
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EMAIL ADDRESS: Victor.Duron@bcsh.ca,gov teggers@santa-ana.org
z
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All requests to update the Grantee information listed within this Agreement shall be
emailed to the HHAP Program's general email box at hhap@bcsh.ca.gov. The
Council reserves the right to change their representative and/or contact information
at any time with notice to the Grantee.
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6) Effective Date, Term of Agreement, and Deadlines
a) This Agreement is effective upon approval by Cal ICH (indicated by the signature
provided by Cal ICH in the lower left section of page one, Standard Agreement,
STD. 213), when signed by all parties.
b) This Agreement shall terminate on December 31, 2026.
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c) Grantees that are cities or continuums of care shall contractually obligate no less
than 50 percent of HHAP-3 funds by May 31, 2024. If less than 50 percent is
obligated after May 31, 2024, 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 following occur:
0 On or before June 30, 2024, the Grantee submits an alternative disbursement
plan to Cal ICH that includes an explanation for the delay.
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ii) Cal ICH approves the alternative disbursement plan or provides the Grantee
with guidance on the revisions needed in order to approve the alternative 1
disbursement plan. E
iii) If the funds identified in the approved alternative disbursement plan are i
not fully expended by December 31, 2024, the funds shall be returned to the
Cal ICH to be allocated as bonus awards.
d) Grantees that are counties shall contractually obligate the full
alloca
tion 100 percent) awarded to them b May 31 2024. An( p ) y y y 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-3 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, 2024 are required
to notify Cal ICH, 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, 2024, the county shall provide Cal ICH with evidence
that the funds were transferred and submit an updated budget that clearly
identifies the funds that were transferred.
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e) Grantees that do not meet the expenditure deadlines in HSC § 50220.7(k) shall
not be eligible for bonus funding.
HHAP-3 funds shall be expended by June 30, 2026.
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g) In accordance with Health and Safety Code section 50220.5, subdivision (1), Cal
ICH retains the right to require a corrective action plan of grantees that are not on
track to fully expend funds by the statutorily required deadline. =
h) Any funds not expended by June 30, 2026 shall be available for round 4 of the
program pursuant to HSC § 50218.7.
i) Bonus Funds: Health and Safety Code section 50220.7 mandates the following,
regarding a recipient's eligibility for Bonus Funding:
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i) Recipients that do not meet the obligation requirements laid out in Health and j
Safety Code section 50220.7(k)(1) shall not be eligible for bonus funding;
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ii) Recipients shall demonstrate no later than June 30, 2024, whether they have j
successfully met their outcome goals; and Jurisdictions that have not met
their outcome goals shall not be eligible for bonus funding and shall accept
technical assistance from council staff. In addition,jurisdictions that have not
met their outcome goals may also be required to limit allowable uses of 1
program funds, as determined by the Council
iii) If recipient receives bonus funding, the bonus funds will be distributed as an
F
amendment to this contract. No additional contract will be executed.
7) Special Conditions
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Cal ICH reserves the right to add any special conditions to this Agreement it deems
necessary to ensure that the goals of the Program are achieved. I
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Homeless Housing,Assistance, and Prevention Program Round 3 (HHAP-3)
Remainder Disbursement Standard Agreement
EXHIBIT B
BUDGET DETAIL and DISBURSEMENT PROVISIONS
1) Budget Detail & Changes
The Grantee agrees that HHAP-3 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 people experiencing homelessness into permanent
housing and supporting the efforts of those individuals and families to maintain their
permanent housing.
The Grantee shall expend the remainder disbursement of HHAP-3 funds on eligible
activities as detailed in Health and Safety Code Section 50220.7, subdivisions
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(a)(4)(B), (a)(5), (e), and (f).
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2) General Conditions Prior to Disbursement
All Grantees must submit the following forms prior to HHAP-3 funds being released:
• Request for Funds Form ("RFF")
• STD 213 Standard Agreement form and initialed Exhibits A through F
• STD 204 Agency Tax Payee Data Record or Government A Taxpayer ID Form
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3) Disbursement of Funds
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Remainder Disbursement
HHAP-3 funds will be disbursed to the Grantee upon receipt, review and approval of
the completed Standard Agreement and RFF by Cal ICH, the Department of General
Services (DGS) and the State Controller's Office (SCO).
The RFF must include the proposed eligible uses and the amount of funds proposed
for expenditure. The remainder disbursement of HHAP-3 funds will be disbursed in
one 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.
Bonus Funds Disbursement
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If Bonus Funds are received pursuant the requirements laid out in Health and Safety
Code section 50220.7 Bonus Funds will be disbursed to the Grantee upon receipt,
review and approval of the completed Amended Standard Agreement
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and RFF by Cal ICH, the Department of General Services (DGS) and the State
Controller's Office (SCO).
The RFF must include the proposed eligible uses and the amount of funds
proposed for expenditure. The Bonus Funds disbursement of HHAP- 3 funds will
be disbursed in one 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.
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4) Exl2enditure of Funds
The remainder disbursement of HHAP-3 funds must be spent in accordance with
HSC sections 50218.6(e) and 50220.7, subdivisions (a)(4)(B), (a)(5), (e), and (0, as
described in Exhibit A, Section 4 "Scope of Work".
5) Ineligible Cost
a) HHAP-3 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 section 50220.7,
subdivisions (a)(4)(B), (a)(5), (e), and (f).
b) Cal ICH 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 subrecipients use j
HHAP-3 funds to pay for ineligible activities, the Grantee shall be required to
reimburse these funds to Cal ICH.
c) An expenditure which is not authorized b this Agreement, or written approval
P Y g � Y PP
of the Grant Manager or his/her designee, or which
cannot be adequately documented, shall be disallowed and must be reimbursed
to Cal ICH by the Grantee.
Cal ICH, at its sole and absolute discretion, shall make the final determination
regarding the allowability of HHAP-3 fund expenditures. 1
d) Program funds shall not be used to supplant existing local funds for homeless j
housing, assistance, or prevention. HHAP funds cannot replace local funds that j
are committed to an existing or developing homeless assistance program.
However, if funds previously supporting a service or project end or are reduced
for reasons beyond the control of the grantee and services or housing capacity
will be lost as a result of these funds ending, HHAP funds may be used to
maintain the service or program. Examples include, but are not limited to, a time-
limited city and/or county tax or one-time block grant, such as HEAP.
e) HHAP-3 remainder disbursement funds may only be used to cover expenditures
incurred no earlier than July 1, 2022. Unless expressly approved by Cal ICH in
writing, reimbursements prior to July 1, 2022 are not permitted.
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Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3)
Remainder Disbursement Standard Agreement
EXHIBIT C
GENERAL TERMS AND CONDITIONS
1) Termination and Sufficiency of Funds
a) Termination of Agreement 1
Cal ICH 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 paragraph 6 of this Exhibit C; violation of any federal 1
or state laws; or withdrawal of Cal ICH's expenditure authority. Upon termination
of this Agreement, unless otherwise approved in writing by Cal ICH, any
unexpended funds received by the Grantee shall be returned to Cal ICH ;
within 30 days of Cal ICH's notice of termination.
b) Sufficiency of Funds
This Agreement is valid and enforceable only if sufficient funds are made
available to Cal ICH 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, i
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) Transfer
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, j
except as allowed within Exhibit C Section 12 (Special Conditions — Grantees/Sub
Grantee) or with the prior written approval of Cal ICH and a formal amendment to
this Agreement to affect such subcontract or novation.
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3) Grantee's Application for Funds
Grantee has submitted to Cal ICH an application for HHAP-3 funds to support j
regional coordination and expand or develop local capacity to address its immediate
homelessness challenges. Cal ICH is entering into this Agreement on the basis of !
Grantee's facts, information, assertions and representations contained in
that application. Any subsequent modifications to the original funding plans
submitted within the original application must be requested through the formal HHAP
Change Request Process and are subject to approval by Cal ICH.
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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
Cal ICH approval, disbursement, or monitoring of the funding and the grants or
activities governed by this Agreement, then Cal ICH may declare a breach of this
Agreement and take such action or pursue such remedies as are legally available.
4) Reporting/Audits
a) Annual Reports
By January 1, 2023, and annually on that date thereafter until all funds have
been expended, the Grantee shall submit an annual report to Cal ICH in a
format provided by Cal ICH. Annual Reports will include a request for data on
expenditures and people served with HHAP-3 funding, details on specific
projects selected for the use of HHAP-3 funding, and data regarding the progress
towards outcome goals. If the Grantee fails to provide such documentation, Cal
ICH may recapture any portion of the amount authorized by this Agreement with
a 14-day written notification. No later than October 1, 2026, the Grantee shall
submit a final report, in a format provided by Cal ICH, as well as a detailed
explanation of all uses of the Program funds.
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b) Quarterly Expenditure Reports
In addition to the annual reports, Cal ICH 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 Cal ICH on a form and method
provided by Cal ICH 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 Cal ICH
deems appropriate or necessary. If the Grantee fails to provide such
documentation, Cal ICH may recapture any portion of the amount authorized by
this Agreement with a 14-day written notification.
c) Reporting Requirements
i) Annual Report: The annual report shall contain detailed information in
accordance with Health and Safety Code section 50223, subdivision (a).
This information includes the following, as well as any additional information
deemed appropriate or necessary by Cal ICH:
(1) Data collection shall include, but not be limited to, information regarding
individuals and families served, including demographic information,
information regarding partnerships among entities or lack thereof, and
participant and regional outcomes.
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(2) The performance monitoring and accountability framework shall include
clear metrics, which may include, but are not limited to, the following:
(a) The number of individual exits to permanent housing, as defined by the
United States Department of Housing and Urban Development, from
unsheltered environments and interim housing resulting from this
funding.
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(b) Racial equity, as defined by the council in consultation with
representatives of state and local agencies, service providers, the
Legislature, and other stakeholders,
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(c) Any other metrics deemed appropriate by the council and developed in
coordination with representatives of state and local agencies,
advocates, service providers, and the Legislature.
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(3) Data collection and reporting requirements shall support the efficient and
effective administration of the program and enable the monitoring of j
jurisdiction performance and program outcomes.
Data shall include progress towards meeting the grantee's outcome goals.
If significant progress toward outcome goals has not been made, the
applicant shall:
(a) Submit a description of barriers and possible solutions to meet those
barriers
(b) Accept technical assistance from Cal ICH
(c) Include the progress towards outcome goals in all subsequent
quarterly reports, until significant progress is made as deemed by Cal
ICH
ii) Expenditure Report: The expenditure report shall contain data on
expenditures of HHAP-3 funding including but not limited to obligated funds, j
expended funds, and other funds derived from HHAP-3 funding.
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iii) Final Expenditure Plan: During the final fiscal year of reporting, grantees may
be required to include a plan to fully expend HHAP-3 grant funding. This plan
must be submitted with the quarterly expenditure report in a format to be
provided by Cal ICH.
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iv) Cal ICH may require additional supplemental reporting with written notice to
the Grantee.
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v) Grantee may, at their discretion, fully expend their HHAP-3 allocation prior to
the end date of the grant term and will not be required to submit quarterly
fiscal reports after the quarter in which their allocation was fully expended.
d) Auditing
Cal ICH reserves the right to perform or cause to be performed a financial audit.
At Cal ICH request, the Grantee shall provide, at its own expense, a financial
audit prepared by a certified public accountant. HHAP-3 administrative funds
may be used to fund this expense. Should an audit be required, the Grantee shall
adhere to the following conditions;
i) The audit shall be performed by an independent certified public accountant.
ii) The Grantee shall notify Cal ICH of the auditor's name and address {
immediately after the selection has been made, The contract for the audit
shall allow access by Cal ICH to the independent auditor's working papers.
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iii) The Grantee is responsible for the completion of audits and all costs of
preparing audits.
iv) If there are audit findings, the Grantee must submit a detailed response
acceptable to Cal ICH for each audit finding within 90 days from the date of =
the audit finding report.
5 Inspection and R e Records
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a} Record Inspection
Cal ICH or its designee shall have the right to review, obtain, and copy all
records and supporting documentation pertaining to performance under this 1
Agreement. The Grantee agrees to provide Cal ICH, or its designee, with any
relevant information requested. The Grantee agrees to give Cal ICH 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-3 program guidance document published
on the website, and this Agreement.
In accordance with Health and Safety Code section 50220.7. subdivision (m), if
upon inspection of records Cal ICH identifies noncompliance with grant
requirements. Cal ICH retains the right to impose a corrective action plan on the '
Grantee.
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b) Record Retention
The Grantee further agrees to retain all records described in subparagraph A for
a minimum period of five (5)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 it.
6) Breach and Remedies,
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a) Breach of Agreement
Breach of this Agreement includes, but is not limited to, the following events:
i) Grantee's failure to comply with the terms or conditions of this Agreement.
ii) Use of, or permitting the use of, HHAP-3 funds provided under this
Agreement for any ineligible activities.
iii) 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 Cal ICH in law or
equity for breach of this Agreement, Cal ICH may:
i) Bar the Grantee from applying for future HHAP funds;
ii) Revoke any other existing HHAP-3 award(s) to the Grantee;
iii) Require the return of any unexpended HHAP-3 funds disbursed under this
Agreement;
iv) Require repayment of HHAP-3 funds disbursed and expended under this
Agreement;
v) Require the immediate return to Cal ICH of all funds derived from the use of {
HHAP-3 funds
vi) Seek, in a court of competent jurisdiction, an order for specific performance of
the defaulted obligation or participation in the technical assistance in
accordance with HHAP-3 requirements.
c) All remedies available to Cal ICH are cumulative and not exclusive.
d) Cal ICH may give written notice to the Grantee to cure the breach or
violation within a period of not less than 15 days.
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7) Waivers
No waiver of any breach of this Agreement shall be held to be a waiver of any prior
or subsequent breach. The failure of Cal ICH to enforce at any time the provisions of
this Agreement, or to require at any time, 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 Cal ICH to enforce
these provisions.
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8) Nondiscrimination
During the performance of this Agreement, Grantee and its subrecipients 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 J
(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 Sub
grantees 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 i
Employment and Housing Act (FEHA) (Gov. Code, § 12900 et seq.); the regulations
promulgated thereunder (Cal. Code Regs., tit. 2, § 11000 et seq.); and the
provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government
Code (Gov. Code, §§ 11135 - 11139.5). Grantee and its subrecipients shall give 1
written notice of their obligations under this clause to labor organizations with which j
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 50220.5, subdivision (i) 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 1
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."
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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 .
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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. {
b) 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, {I
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 1
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) 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 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 j
funding recommendations for applications pursuant to this chapter shall have no I
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.
10) Drug-Free Work lace 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
subrecipients will comply with the requirements of the Drug-Free Workplace Act of E
1990 (Gov. Code, § 8350 et seq.) and have or will provide a drug-free workplace by
taking the following actions:
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).
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a) 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:
i) The dangers of drug abuse in the workplace;
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iii) Grantee's policy of maintaining a drug-free workplace;
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iii) Any available counseling, rehabilitation, and employee assistance program;
and
iv) Penalties that may be imposed upon employees, Grantees, and
subrecipients for drug abuse violations.
b) Provide, as required by Government Code section 8355, subdivision (a)(3), that
every employee and/or subrecipient that works under this Agreement:
i) Will receive a copy of Grantee's drug-free policy statement, and
iii) Will agree to abide by terms of Grantee's condition of employment or
subcontract.
11) Child Support ComRliance Act
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For any Contract Agreement in excess of$100,000, the Grantee acknowledges in i
accordance with Public Contract Code 7110, that:
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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
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Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family
Code; and
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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.
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12)-Special Conditions - Grantees/Subdrantee
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 Cal ICH 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-3
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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:
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 Grantee or
any Subgrantee in performing the Work or any part of it.
iv) Agree to include all the terms of this Agreement in each subcontract.
13) Compliance with State and Federal Laws Rules Guidelines and Regulations
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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-3 program, the Grantee, its subrecipients, and
all eligible activities.
Grantee shall also be responsible for obtaining any and all permits, licenses, and
approvals required for performing any activities under this 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 Cal ICH 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) Cal ICH 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.
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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.
15} 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 Cal
ICH, 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 Cal ICH immediately of any claim or action undertaken
by or against it, which affects or may affect this Agreement or Cal ICH, 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 Cal ICH.
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Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3)
Remainder Disbursement 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-3 funds, along with any interest-bearing accounts opened
by subrecipients to the Grantee for the deposit of HHAP-3 funds, must be used for
HHAP-3-eligible activities and reported on as required by Cal ICH.
2) Per Health and Safety Code Section 50220.7 (g), any housing-related activities
funded with HHAP-3 funds, including but not limited to emergency shelter (per HSC
§ 50220.7(e)(8)(F)), rapid-rehousing, rental assistance, transitional housing and
permanent supportive housing, must be in compliance or otherwise aligned with
the core components of Housing First, as described in Welfare and
Institutions Code section 8255, subdivision (b). Individuals and families assisted with
these funds must not be required to receive treatment or perform any other
prerequisite activities as a condition for receiving shelter, housing, or other services
for which these funds are used. In addition, HHAP-3 funding shall be used to adopt a
Housing First approach within the entire local homelessness response system,
including outreach and emergency shelter, short-term interventions like rapid re-
housing, and longer-term interventions like supportive housing.
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3) Grantee shall utilize its local Homeless Management Information System (HMIS) to
track HHAP-3-Handed 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-3
funding (e.g., by creating appropriate HHAP-3-specific funding sources and project
codes in HMIS).
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4) Grantee shall participate in and provide data elements, including, but not limited to,
health information, in a manner consistent with federal law, to the statewide
Homeless Management Information System (known as the Homeless Data
Integration System or"HDIS"), in accordance with their existing Data Use
Agreement entered into with the Council, if any, and as required by Health and
Safety Code section 50220.6. Any health information provided to, or maintained
within, the statewide Homeless Management Information System shall not be
subject to public inspection or disclosure under the California Public Records Act
(Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the
Government Code). For purposes of this paragraph, "health information" means
"protected health information," as defined in Part 160:103 of Title 45 of the Code of
Federal Regulations, and "medical information," as defined in subdivision 0) of
Section 56.05 of the Civil Code. The Council may, as required by operational
necessity, amend or modify required data elements, disclosure formats, or
disclosure frequency. Additionally, the Council, at its discretion, may provide
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Grantee with aggregate reports and analytics of the data Grantee submits to HDIS in
support of the Purpose of this Agreement and the existing Data Use Agreement.
5) Grantee agrees to accept technical assistance as directed by Cal ICH or by a
contracted technical assistance provider acting on behalf of Cal ICH and report to
Cal ICH on programmatic changes the grantee will make as a result of the technical
assistance and in support of their grant goals.
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6) Grantee agrees to demonstrate a commitment to racial equity and, per Section
50222 (a)(2)(B), the grantee shall use data provided through HDIS to analyze racial
disproportion ality in homeless populations and, in partnership with Cal ICH, establish
clear metrics and performance monitoring for achieving equity in provision of
services and outcomes for Black, Native, and Indigenous, Latinx, Asian, Pacific
Islanders and other People of Color who are disproportionately impacted by
homelessness and COVID-19.
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7) Grantee should establish a mechanism for people with lived experience of
homelessness to have meaningful and purposeful opportunities to inform and shape
all levels of planning and implementation, including through opportunities to hire
people with lived experience.
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Remainder Disbursement Standard Agreement
EXHIBIT E
STATE OF CALIFORNIA GENERAL TERMS AND CONDITIONS
This exhibit is incorporated by reference and made part of this agreement. The General
Terms and Conditions (GTC 04/2017) can be viewed at the following link:
. a i ces/GTC-A ril-2017-
https•llwww.dgs_ca.go�!-/media/DivlsionslOLSlResour
p p -- 7 7 7 D 8 B9 , ....,------ --..,.,
FINALa ri12017. df?la-en&hash-3Afi4979F ,.. „ I]35309433EE81969ED69052D2
In the interpretation of this Agreement, any inconsistencies between the State of
California General Terms and Conditions (GTC - 04/2017) and the terms of this
Agreement and its exhibits/attachments shall be resolved in favor of this Agreement and
its exhibits/attachments.
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Standard Agreement
EXHIBIT F
STANDARD AGREEMENT TO APPLY
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City of Santa Ana
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Business,Consumer Services and Housing Agency HOMELESS COORDINATI Of 28
Gavin Newsom,Governor I Lourdes M.Castro Ramirez,Secretary AND FINANCING COUNCIL
Homeless Housing, Assistance, and Prevention Program Round 3 (HHAP-3)
Standard Agreement to Apply
HHAP-3 funding is provided pursuant to Health &Safety Code 50220.7(a) and requires all eligible
applicants to submit this Standard Agreement to Apply no later than 5:00pm on October 15, 2021. In this
agreement, applicants must indicate whether they intend to apply for HHAP-3 funding jointly with an
overlapping jurisdiction or apply as an individual entity. For any eligible applicant who does not submit
an agreement by the deadline, HCFC may choose to re-allocate the applicant's allocation to an
overlapping jurisdiction'.
Eligible applicants applying jointly with an overlapping jurisdiction will designate one of the jointly
applying jurisdictions as the Administrative Entity which will enter into contract with the HCFC to
administer the combined allocations of the joint applicants. Applicants may only apply jointly with a
Continuum of Care (CoC), large city, or county that serves an overlapping region.The Administrative
Entity is required to submit a binding resolution or agreement that designates a single Administrative
Entity for the combined allocations and an explanation of how the jointly applying applicants will
administer the funds allocated to them pursuant to this section.This binding resolution or agreement
must be signed by the authorized representatives of all applicants and must be submitted with the
signed HHAP-3 Initial Disbursement Contract for Funding, separate from the Standard Agreement to
Apply.
By submitting this form, you agree to participate in the HHAP-3 application process as indicated below
and comply with all requirements as set forth in Health and Safety Code 50220.7.
APPLICATION SUBMISSION INFORMATION
ALL APPLICANTS:
Eligible Applicant Jurisdiction
❑✓ Large City: Santa Ana ❑County:
❑ Continuum of Care: CoC Number:
Administrative Entity: City Of Santa Ana
Contact Person: Terri Eggers
Title: Homeless Services Division Manager
Contact Phone Number: 714-647-5378
Contact Email Address: teggers@santa-ana.org
Individual or Joint Application Designation:
❑✓ The City of Santa Ana will submit an individual application for HHAP-3
funding
❑ will submit a joint application for HHAP-3 funding
with the following overlapping jurisdiction(s):
1 For the purposes of the HHAP program, overlapping jurisdictions are eligible applicants that are located within the
some geographic area as the local CoC.
HHAP-3 Agreement to Apply 1
Published 9/15/2021
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City of Santa Ana
22-F01PT04
26 of 28
Jurisdiction Name Applicant Type (County, CoC, or City)
City of Santa Ana City
JOINT APPLICANTS ONLY:
Fund Disbursement/Contract Execution
The jointly applying jurisdictions designate the following jurisdiction as the Administrative Entity of the
total combined allocations and acknowledge that the Administrative Entity will enter into legal
agreement with HCFC and receive any disbursements for which the jointly applying jurisdictions may be
deemed eligible.
Administrative Entity:
❑CoC ❑Large City ❑County
Name of Applicant:
Joint Applicants agree to the following:
i. Joint Applicants must designate a single Administrative Entity to receive the entire combined HHAP-
3 allocations.
2. The Administrative Entity must be a CoC, large city (if applicable), or county that serves the same
region.
3. The Administrative Entity receiving allocations on behalf of joint applicants shall use the funds in the
jurisdictions) entitled to the funds or to provide regional housing or services that serve the
population living in each of the jurisdictions) entitled to the funds.
4. The Administrative Entity is responsible for complying with all program expenditure requirements and
deadlines for the total combined allocations it is administering.
5. The Administrative Entity must enter into a binding resolution or agreement with joint applicants to
designate the Administrative Entity for the combined allocations which includes an explanation of
how the jointly applying applicants will administer the funds allocated to them.This binding
resolution or agreement must be signed by authorized representatives and will be included with the
contract for funds.
6. The HHAP-3 joint application will clearly identify the intended use of all the funds from each jointly
applying jurisdiction.
7. The HHAP-3 joint application will clearly describe in detail the collaboration between the jointly
applying jurisdictions and an explanation of how the jointly applying jurisdictions will partner to meet
their program goals.
8. The performance goals set in the HHAP-3 joint application will be used to determine the joint
applicants' eligibility for future bonus funding.
HHAP-3 Agreement to Apply 2
Published 9/15/2021
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City o 22-H WRIC bb
27 of 28
HHAP-3 APPLICATION REQUIREMENTS
Application Requirements— ALL APPLICANTS:
By initialing below, the eligible applicant(s) acknowledges their intent to participate in the HHAP-3
application process as follows:
the eligible applicant(s) will receive an Initial disbursement equaling no more than 20% for 25%
for jointly applying applicants) of their total allocation if this Agreement to Participate is submitted by
5:00pm on October 15, 2021 per HSC 50220.7(a)(4)(A)(ii).
J Initial funds may be used to complete the local homeless action plan, as required by HSC
50220.7(b)(3)(A), including paying for any technical assistance or contracted entities to support the
completion of the homelessness action plan.
As stated in HSC § 50220.7(a)(5), priority for initial funds, above the costs of completing the
homelessness action plan, shall be for systems improvement, including, but not limited to, all of the
following:
(A) Capacity building and workforce development for service providers within the
jurisdiction, including removing barriers to contracting with culturally specific service
providers and building capacity of providers to administer culturally specific services.
(B) Funding existing evidence-based programs serving people experiencing
homelessness.
(C) Investing in data systems to meet reporting requirements or strengthen the recipient's
Homeless Management Information System.
(D) Improving homeless point-in-time counts.
(E) Improving coordinated entry systems to eliminate racial bias or to create a youth-
specific coordinated entry system.
_To receive the remaining balance of its round 3 program allocation, an applicant shall submit
an application to the council by June 30, 2022, that includes a local homelessness action plan and
specific outcome goals in accordance with the requirements laid out in HSC § 50220.7(b).
�W The applicant shall engage with the council on its local plan and outcome goals before
submitting a complete application, per HSC § 50220.7(b)(1).
J10 For city, county, and continuum of care applicants, local homelessness action plans pursuant
to HSC § 50220.7(b)(3)(A) and outcome goals pursuant to HSC § 50220.7(b)(3)(C) shall be agendized at
a regular meeting of the governing body, including receiving public cornment, before being submitted
to the
lcouncil, per HSC § 50220.7(b)(2).
4 v A complete application shall conform to the requirements laid out in HSC § 50220.7(b)(3).
FORM CONTINUES ON PAGE 4
HHAP-3 Agreement to Apply 3
Published 9/15/2021
Initial
City
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28 of 28
HHAP-3 GRANTEE AWARD DISBURSEMENT INFORMATION
ALL APPLICANTS:
Instructions: Please fill out the information below, which is needed to process your HHAP Round
3 (HHAP-3) initial award disbursement:
Administrative Entity/Contracting Agency Name
Large City/City of Santa Ana, Community Development Agency
Administrative Entity/Contracting Agency Business Address
20 Civic Center Plaza, Santa Ana, M-25, CA 92701
Contract Manager Name
Terri Eggers
Contract Manager Email Address
teggers@santa-ana.org
Contract Manager Phone Number
714-647-5378
Award Check Mailing Address (Include "Attention to:" if applicable)
City of Santa Ana
Community Development Agency, 20 Civic Center Plaza, M-25, Santa Ana, CA 92701
For grantees who have previously contracted with BCSH, in order to reduce the amount of
paperwork needed to process your HHAP-3 award, HCFC is offering the opportunity to use the
Tax ID Form (Government Taxpayer ID Form for governmental entities or STD 204 Form for non-
governmental entities) and/or Authorized Signatory Form currently on file with HCFC for
HHAP-3 award disbursements. You may revoke these authorizations by submitting an
updated Tax ID Form or Authorized Signatory Form to hhap@bcsh.ca.gov.
Select one:
✓❑The information on the Tax ID Form used for the HHAP-2 award disbursement is accurate,
and I am authorizing HCFC to use the previously submitted form for the HHAP-3 initial
award disbursement
❑I have included a new Tax ID Form for the initial HHAP-3 award disbursement
Select one:
❑✓ The information on the most recent Authorized Signatory Form on file with HCFC is
accurate, and I am authorizing HCFC to use the form on file for HHAP-3
❑I have included a new authorized signatory form for HHAP-3
CERTIFICATION
I certify that the signature below is authorized to sign for all applicable documents for the HHAP-3 grant
on behalf of the Eligible Applicant Jurisdiction listed above.
Kristine Ridge, City Manager
Name and Title of Authorized Representative
9/16/21
Signature of Authorized Representative Date
HHAP-3 Agreement to Apply 4
Published 9/15/2021
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EXHIBIT 2
EXHIBIT F
FORM OF DEED OF TRUST WITH ASSIGNMENT OF RENTS
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RECORDING REQUESTED BY, }
AND WHEN RECORDED MAIL TO: } l
City of Santa Ana ) 1
20 Civic Center Plaza(M-37) )
Santa Ana, California 92702 )
Attn: Housing Manager )
This document is exempt from payment of a recording fee
pursuant to Government Code Sections 27383 and 6103.
DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
This DEED OF TRUST is made as of 2024 between ILLUMINATION j
FOUNDATION,a California nonprofit corporation,herein called TRUSTOR,whose address 2871 Pullman
Street, Santa Ana,California, ,herein called TRUSTEE,and the CITY OF SANTA
ANA, a charter city and municipal corporation,herein called BENEFICIARY.
WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the
City of Santa Ana, County of Orange, State of California, described as:
SEE EXHIBIT"A"ATTACHED HERETO AND MADE A PART HEREOF.
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together with the rents, issues and profits thereof, subject, however, to the right, power and authority
hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for
the purpose of securing(1)Conditional Grant Agreement dated concurrently herewith, trade by Trustor in 1
favor of Beneficiary,and extensions or renewals thereof,(2)the Affordable Housing Regulatory Agreement
with Declaration of Covenants and Restrictions, dated concurrently herewith,made by Trustor in favor of
Beneficiary, and extensions or renewals thereof, (3) the performance of each agreement of Trustor
incorporated by reference or contained herein, and (4) payment of additional sums and interest thereon
which may hereafter be advanced,paid, or loaned to Trustor, or his successors or assigns,when evidenced
by a promissory note or notes reciting that they are secured by this Deed of Trust.
To protect the security of this Deed of Trust, and with respect to the property above described,
Trustor expressly makes each and all of the agreements,and adopts and agrees to perform and be bound by
each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and j
all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange
County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official
Records in the office of the county recorder of the county where said property is located, noted below
opposite the name of such county,namely:
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EXHIBIT 2
COUNTY BOOK PAGE COUNTY BOOK PAGES COUNTY BOOK PAGE COUNTY BOOK PAGE
Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 197
Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762
Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621
Butte 1330 513 Los Angeles T3878 874 Sacramento 5039 124 Sonoma 2067 427
Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56
Colusa 323 391 Marin 1849 122 S.Bernardino 6213 769 Sutter 655 585
Contra Costa 4684 1 Mariposa 90 453 S.Francisco A-804 596 Tehama 457 183
Del Norte l01 549 Mendocino 667 99 S.Joaquin 2955 283 Trinity 108 595
El Dorado 704 635 Merced 1660 753 S.Luis Obispo 1311 137 Tulare 2530 108
Fresno 5052 623 Modoe 191 93 San Mateo 4778 175 Tuolumne 177 160
Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237
Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16
Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693
Inyo 165 672 Nevada 363 94 Shasta 800 633
Kern 3756 690 Orange 7192 18 San Diego 1964 149774
Series 5
shall inure to and bind the parties hereto,with respect to the property above described. Said agreements,
terms and provisions contained in said subdivisions A and B,(identical in all counties,and printed on pages
3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of
Trust for all purposes as fully as set forth at length herein, and Beneficiary may charge for a statement
regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum
allowed by law.
The undersigned Trustor, requests that a copy of any notice of default and any notice of sale
hereunder be mailed to him/her at the address hereinbefore set forth.
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TRUSTOR:
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EXHIBIT 2
EXHIBIT "A"TO DEED OF TRUST
LEGAL DESCRIPTION
Address:
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EXHIBIT A
EXHIBIT 2
EXHIBIT "A"
Legal Description of the Property
All that certain real property situated in the County of Orange, State of California, described as
follows:
Lot 12 of Tract No. 1022, in the City of Santa Ana, County of Orange, State of California, as
shown on a map recorded in Book 34, Pages 20 and 21 of Miscellaneous Maps, in the Office of
the County Recorder of said County.
APN: 198-231-10
EXHIBIT 2
EXHIBIT "B"TO DEED OF TRUST
The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each
county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of
Trust as being a part thereof as if set forth at length therein.
A. To protect the security of this Deed of Trust,Trustor agrees:
(1) To keep said property in good condition and repair;not to remove or demolish any
building thereon;to complete or restore promptly and in good and workmanlike manner any building which
may be constructed,damaged or destroyed thereon and to pay when due all claims for labor performed and
materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or
improvements to be made thereon;not to commit or permit waste thereof, not to commit, suffer or permit
any act upon said property in violation of law;to cultivate irrigate,fertilize,fumigate,prune and do all other
acts which from the character or use of said property may be reasonably necessary, the specific
enumerations herein not excluding the general.
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(2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and
with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be
applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may
determine, or at option of Beneficiary,the entire amount so collected or any part thereof may be released
to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or
invalidate any act done pursuant to such notice.
(3) To appear in and defend any action or proceeding purporting to affect the security
hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost
of evidence of title and attomey's fees in a reasonable sum, in any such action or proceeding in which
Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed.
(4) to pay: at least ten days before delinquency all taxes and assessments affecting
said property,including assessments on appurtenant water stock;when due,all encumbrances,charges and
liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all
costs, fees and expenses of this trust.
Should Trustor fail to make any payment or to do any act as herein provided,then Beneficiary or
Trustee,but without obligation so to do and without notice to or demand upon Trustor and without releasing
Trustor from any obligation thereof,may: make or do the same in such manner and to such extent as either
may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon
said property for such purposes; appear in and defend any action or proceeding purporting to affect the
security hereof or the rights or powers of Beneficiary or Trustee;pay,purchase,contest or compromise any
encumbrance,charge or Iien which in the judgment of either appears to be prior or superior hereto; and, in
exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.
(5) To Pay immediately and without demand all sums so expended by Beneficiary or
Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof,
and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured
hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time
when said statement is demanded. j
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B. It is mutually agreed:
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EXHIBIT 2
(1) That any award of damages in connection with any condemnation for public use
of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may
apply or release such monies received by him in the same manner and with the same effect as above
provided for disposition of proceeds of fire or other insurance.
(2) That by accepting payment of any sum secured hereby after its due date,
Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured
or to declare default for failure so to pay.
(3) That at any time or from time to time,without liability therefor and without notice,
upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and
without affecting the personal liability of any person for payment of the indebtedness secured hereby,
Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof;join in 71
granting any easement thereon;or join in any extension agreement or any agreement subordinating the lien
or charge hereof.
(4) That upon written request of Beneficiary stating that all sums secured hereby have
been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other
disposition as Trustee in its sole discretion may choose and upon payment of its fees,Trustee shall reconvey,
without warranty, the property then held hereunder. The recitals in such reconveyance or any matters or
facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be P
described as"the person or persons legally entitled thereto."
(5) That as additional security, Trustor hereby gives to and confers upon Beneficiary
the right,power and authority,during the continuance of these Trusts,to collect the rents,issues and profits
of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any
indebtedness secured hereby or in performance of any agreement hereunder,to collect and retain such rents,
issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time
without notice,either in person, by agent,or by a receiver to be appointed by a court,and without regard to
the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said E
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property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, F
including those past due and unpaid,and apply the same,less costs and expenses of operation and collection,
including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as
Beneficiary may determine. The entering upon and taking possession of said property, the collection of
such rents,issues and profits and the application thereof as aforesaid, shall not cure or waive any default or
notice of default hereunder or invalidate any act done pursuant to such notice.
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(6) That upon default Trustor in payment of any indebtedness secured hereby or in
performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately
due and payable by delivery to Trustee of written declaration of default and demand for sale and of written
notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be
filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents
evidencing expenditures secured hereby.
After the lapse of such time as may then be required by law following the recordation of said notice
of default, and notice of sale having been given as then required by law, Trustee, without demand on
Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or
in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash
in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any
portion of said property by public announcement at such time and place of sale, and from time to time
thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement.
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EXHIBIT 2
Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant
or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof
of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined,
may purchase at such sale.
After deducting all costs,fees and expenses of Trustee and of this Trust,including cost of evidence
of title in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended
under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the
date hereof; all other sums then secured hereby; and the remainder, if any,to the person or persons legally
entitled thereto.
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(7) Beneficiary, or any successor in ownership of any indebtedness secured hereby,
may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named
herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and
recorded in the office of the recorder of the county or counties where said property is situated, shall be
conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without
conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said
instrument must contain the name of the original Trustor,Trustee and Beneficiary hereunder,the book and
page where this Deed is recorded and the name and address of the new Trustee.
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(8) That this Deed applies to,inures to the benefit of,and binds all parties hereto,their
heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall
mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as
Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the
feminine and/or neuter,and the singular number includes the plural. 1
(9) That Trustee accepts this Trust when this Deed,duly executed and acknowledged,
is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending
sale under any other Deed of Trust or of any action or proceeding in which Trustor,.Beneficiary or Trustee
shall be a party unless brought by Trustee.
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EXHIBIT C
DO NOT RECORD
REQUEST FOR FULL RECONVEYANCE
TO ,TRUSTEE
The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness
secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by
said Deed of Trust,have been fully paid and satisfied;and you are hereby requested and directed on payment
to you of any sums owning owing to you under the terms of said Deed of Trust, to cancel said note or notes
above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you
herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated
by the terms of said Deed of Trust,all the estate now held by you under the same. j
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Dated:
{
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Please mail Deed of Trust,
Note and Reconveyance to
Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the
Trustee for cancellation before reconveyance will be made,
DEED OF TRUST
with power of sale
TRUSTEE
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EXHIBIT G
NEPA MITIGATION MEASURES
Per 40 CFR 1505.2(c)the following measures/conditions apply to the Project:
1. Mitigation Measure TCR-1: Retention of a Native American Monitor and Native
American Monitoring '
Prior to ground disturbance activities, the Grantee will retain a Native American/Tribal monitor
from or approved by the Gabrieleno Band of Mission Indians—Kizh Nation(Kizh Nation or
Tribe). A Native American/Tribal monitor, compensated and contracted by the Grantee, shall be
provided the opportunity to monitor during earth disturbing activities. The Native American
monitor shall be retained prior to the commencement of any "ground-disturbing activity" for the
subject Project at all Project locations (i.e., both on-site and any off-site locations that are included
in the Project description and/or required in connection with the Project, such as public
improvement work). Ground disturbing activities shall include, but are not limited to, demolition,
pavement removal,potholing, auguring, grubbing, tree removal, boring, grading, excavation,
drilling, and trenching. A copy of the executed monitoring agreement shall be submitted to the
City of Santa Ana as the Responsible Entity prior to the commencement of any ground-disturbing
activity, or the issuance of any permit necessary to commence a ground-disturbing activity.
The Native American monitor shall be responsible for completing daily monitoring logs that will
provide descriptions of the relevant ground-disturbing activities, the type of construction activities
performed, locations of ground disturbing activities, soil types, cultural-related materials, and any
other facts, conditions, materials, or discoveries of significance to the Tribe. Monitor logs will
identify and describe any discovered TCRs, including but not limited to,Native American cultural
and historical artifacts, remains,places of significance, etc., (collectively, tribal cultural resources,
or"TCR"), as well as any discovered Native American(ancestral)human remains and burial
goods. Copies of the monitoring logs shall be provided to the City of Santa Ana upon written
request to the Tribe.
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On-site tribal monitoring shall conclude upon the latter of the following: (1) written confirmation
to the Kizh Nation from a designated point of contact for the Grantee that all ground-disturbing
activities and phases that may involve ground-disturbing activities on the project site or in
connection with the project are complete; or(2) a determination and written notification by the
Kizh Nation to the City of Santa Ana that no future,planned construction activity and/or
development/construction phase at the Project site possesses the potential to impact TCRs.
Upon completion of all monitoring activities, the Kizh Nation shall prepare a comprehensive
monitoring report documenting the results of the monitoring effort and including the daily
monitoring logs for submittal to the City of Santa Ana and the South Central Coastal Information
Center. The monitoring report will be used to help inform the need for Native American
monitoring during future projects.
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EXHIBIT 2
2. Mitigation Measure TCR-2: Unanticipated Discovery of Tribal Cultural Resources
Upon discovery of any TCRs or archaeological resources, all construction activities in the
immediate vicinity of the discovery shall cease (i.e,,not less than the surrounding 50 feet). The
Grantee shall contact a qualified archaeologist meeting the Secretary of the Interior's Professional
Qualifications Standards for archaeology (National Park Service 1983) to assess the find.
Construction activities shall not resume until the discovered TCR or archaeological resource has
been fully assessed by the Kizh Nation monitor and the qualified archaeologist. The Kizh Nation
will recover and retain all discovered TCRs in the form and/or manner the Tribe deems
appropriate, in the Tribe's sole discretion, and for any purpose the Tribe deems appropriate, j
including for educational, cultural and/or historic purposes.
3. Regulatory Compliance Measure 1: Unanticipated Discovery of Human Remains
If human remains are unexpectedly found, California Health and Safety Code Section 7050.5 states
no further disturbance shall occur until the County Coroner has made a determination of origin and
disposition pursuant to Public Resources Code Section 5097.98. In the event of an unanticipated
discovery of human remains, the County Coroner must be notified immediately. If the human 1
remains are determined to be of Native American origin,the Coroner will notify the Native
American Heritage Commission(NAHC), which will determine and notify a most likely
descendant(MLD). The MLD has 48 hours from being granted ,site access to make
recommendations for the disposition of the remains. If the MLD does not make recommendations
within 48 hours, the landowner shall reinter the remains in an area of the property secure from
subsequent disturbance. 1
4. Contamination and Toxic Substances
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4.1 Asbestos-Containing Materials. Prior to the issuance of a construction permit,the
applicant shall provide a letter from a qualified asbestos abatement consultant documenting that no
AGMs are present in the existing on-site building, Any identified AGMs found to be present within
the existing building shall be abated by a qualified asbestos abatement consultant in compliance
with the South Coast Air Quality Management District's Rule 1403 as well as all other State and
federal males and regulations. All ACMs removed from onsite structure shall be hauled and
disposed of by a transportation company certified to handle asbestos and hazardous materials.
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4.2 Lead-Based Paints. Prior to the issuance of a construction permit, any suspect
lead-based paint located within the existing one-story building shall be sampled prior to any
rehabilitation or demolition associated with the Project. Any identified lead-based paints found to
be present within the existing on-site building, or noted to be damaged, shall be abated by a
licensed lead-based paint abatement contractor, and disposed of according to all State and local
rules and regulations.
5. Nesting/Breeding Native Bird Protection. To avoid impacts to nesting birds, project-
related activities shall occur outside of the bird breeding season(February 1 to August 31) to the
extent practicable. If Project activities must occur during the bird breeding season, a nesting bird
survey shall be conducted by a qualified biologist within the project site plus a i00-foot buffer,
where accessible, no more than one week prior to initiation of ground disturbance or vegetation
removal. If the project is phased, additional pre-activity nesting bird surveys shall be conducted
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EXHIBIT 2
prior to each phase of construction. If an active nest(one containing eggs,nestlings, or dependent
fledglings) is found, an avoidance buffer shall be determined and demarcated by a qualified
biologist using flagging and stakes or construction fencing. The size of the buffer shall be
sufficient to avoid direct impacts to the nest, eggs, young, and adults, and would depend upon the
species and the proposed work activity. No work activity shall occur within the buffer until the
biologist confirms that the nest is no longer active. Construction personnel shall be instructed on
the sensitivity of the area. If Project activities must occur within the buffer, they shall be conducted
at the discretion and under the supervision of the biologist. The qualified biologist will record the
results of the recommended protective measures described above to document compliance with
applicable State and federal laws pertaining to protection of native birds. All monitoring reports
and compliance records will be submitted to the City of Santa Ana.
Note the measures above include a reference,provided here for additional context:
National Park Service (NPS). 1983. Archaeology and Historic Preservation: Secretary of the
Interior's Standards and Guidelines. Electronic document. https://www.n-os.gov/articles/sec-
standards-prof-quals.htm
EXHIBIT 2
EXHIBIT II
COMMUNITY WORKFORCE AGREEMENT
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EXHIBIT 2
COMMUNITY WORKFORCE AGREEMENT
BY AND BETWEEN
THE CITY OF SANTA ANA
AND
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LOS ANGELESIORANGE COT7NTIES
BUILDING AND CONSTRUCTION TRADES COI.NCIL
AND THE SIGNATORY CRAFT" COUNCILS AND UNIONS
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EXHIBIT 2
TABLE OF CONTENTS Page
ARTICLE I DEFINITIONS 3
ARTICLE 2 SCOPE OF THE AGREEMENT 4
ARTICLE 3 UNION RECOGNITION AND EMPLOYMENT 9
ARTICLE 4 UNION ACCESS AND STEWARDS 13
ARTICLE 5 WAGES AND BENEFITS 14
ARTICLE 6 HOURS OF WORK, OVERTIME, SHIFTS AND HOLIDAYS 15
ARTICLE,7 WORK STOPPAGES AND LOCKOUTS 17
ARTICLE 8 WORK ASSIGNMENTS AND JURISDICTIONAL DISPUTES 20
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ARTICLE 9 MANAGEMENT RIGHTS 21
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AR"1'ICI.,E 10 SETTLEMENT OF GRIEVANCES AND DISPUTES 23
ARTICI.,E I 1 REGULATORY COMPLIANCE 25 {
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ARTICLE 12 SAFETY AND PROTECTION OF PERSON AND PROPERTY 26
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ARTICLE 13 TRAVEL AND SUBSISTENCE 26 j
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ARTICLE 14 APPRENTICES 26 1'
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ARTICLE 15 WORKING CONDITIONS 28
ARTICLE 16 PRE-JOB CONFERENCES 28
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ARTICLE 17 LABOR/MANAGEMENT COOPERATION 28
ARTICLE 18 SAVINGS AND SEPARABILITY 29
ARTICLE 19 WAIVER 30
ARTICLE 20 AMENDMENT'S 30
ARTICLE E 21 DURATION OF THE AGREEMENT 30
ATTACHMENT A—LETTER OF ASSENT 33
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ATTACHMENT B—ZIP CODES 34 1�
ATTACHMENT C--CRAFT REQUEST FORM 37
ATTACHMENT D LIST OF NEUTRAL ARBITRATORS 39
ATTACHMENT Fr--SUBSTANCE ABUSE POLICY 40 {
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Community Workforce Agreement 2 City of Santa Ana
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EXHIBIT 2
CITY OF SAN`rA ANA
COMMUNITY WORKFORCE AGI�EEMENT
This Community Workforce Agreement("Agreement") is entered into on June 6, 2023 ("Effective
Date"), by and between the City of Santa Aria, a municipal corporation ("City"), the Los
Angeles/Orange Counties Building and Construction Trades Council("Trades Council"), and the
signatory Craft Councils and Local Unions signing this Agreement (collectively, the "Union" or
"Unions"), This Agreement establishes the labor relations policies and procedures for the City,the
Contractors awarded contracts for Project Work and for the crafts persons employed by the
Contractors and represented by the Unions engaged in the Project Work as more fully described
below. The City, Trades Council and Unions are hereinafter referred to herein, as the context may
require, as "Party"or"Parties."
It is understood by the Parties to this Agreement that for the duration of this Agreement, it shall be
the policy of the City for all Project Work(as defined in Section 2.2.)to be contracted exclusively
to Contractors who agree to execute and be bound by the terms of this Agreement, directly or �
through the Letter of Assent(a form of which is attached as"Attachment A"),and to require each
of its subcontractors, of whatever tier, to become so bound. The City shall include, directly or by
incorporation b reference the requirements of this Agreement in the advertisement f n
p y o and/or
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specifications for each and every contract for Project Work to be awarded by the City.
It is further understood that the City shall actively administer and enforce the obligations of this _
Agreement to ensure that the benefits envisioned from it flow to all Parties, the Contractors and
crafts persons working under it, and the residents of the City. The City shall therefore designate a
"CWA Administrator,"either from its own staffer an independent contractor,to serve as the City's
liaison for Contractors and other persons; monitor compliance with this Agreement; assist, as the
authorized representative of the City, in developing and implementing the programs referenced
herein, all of which are critical to fulfilling the intent and purposes of the Parties and this
Agreement; and to otherwise implement and administer this Agreement.
ARTICLE 1
DEFINITIONS
Section 1.1 "Agreement" or"CWA" means this Community Workforce Agreement.
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Section 1.2 "Apprentice" means those employees indentured and participating in a Joint
Labor/Management Apprenticeship Program approved by the State of California, Department of j
Industrial Relations, Division of Apprenticeship Standards.
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Section 1.3 "Construction Contract" or "Construction Contracts" means any contract entered i
into by the City, for the construction of Project Work as specified in Section 2.2.
Section 1.4 "Contractor"means any individual firm,partnership or corporation,or combination
thereof, including joint ventures, which is an independent business enterprise and which has
entered into a Construction Contract with the City or any of its contractors or any of the City's or +
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Community Workforce Agreement 3 City of Santa Ana
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EXHIBIT 2
contractor's subcontractors of any tier, with respect to the construction of any part of a Project
under contract terms and conditions approved by the City and which incorporate this Agreement.
Section 1.5 "City„means the City of Santa Ana.
Section 1.6 "Joint Labor/Management Apprenticeship Program" means a joint Union and
Contractor administered apprenticeship program certified by the State of California, Department
of Industrial Relations, Division of Apprenticeship Standards.
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Section 1.7 "Letter of Assent"means the document that each Contractor(of any tier) must sign
and submit to the City before beginning any Project Work, which formally binds such
Contractor(s) to adherence to all the forms, requirements and conditions of this Agreement in the
force attached hereto as "Attachment A."
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Section 1.8 "CWA Administrator"paeans the City's authorized representative who will be the
liaison between the City, Contractors, and the Unions; responds to inquiries about the CWA;
charged with monitoring compliance with the CWA, developing and implementing programs set
forth in the CWA including but not limited to grievance procedures.
Section 1.9 "Project", "Project Work"or "City Project" means Capital Improvement Program
projects administered through the City of Santa Ana Public Works Agency, subject to the State of
California public contracting laws, pursuant to a Construction Contract entered into by the City,
and as further described in Section 2.2.
Section l.10 "Specialty Contracts"means a contract for Project Work with a specialty contractor
which is either limited to a particular single trade or craft or limited to a singular scope of work
(i.e. installing a toilet.)
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Section 1.11 "Master Labor Agreements" means the local collective bargaining agreements of
the signatory Unions having jurisdiction over the Project Work and which have signed this f
Agreement.
Section 1.12 "Subscription Agreement" means the contract between a Contractor and a Union's
Labor/Management Trust Fund(s)that allows the Contractor to mule the appropriate ro ri fringe
b benefit
contributions in accordance with the terms of the Master Labor Agreements,
Section 1.1.3 The use of masculine or feminine gender or titles in this Agreement should be 1
construed as including both genders and not as gender limitations unless the Agreement clearly
requires a different construction. Further, the use of Article titles anchor Section headings are for
information only, and carry no legal significance.
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ARI'1CLE 2
SCOPE Or, THE AGREEMENT
Section 2.1 General This Agreement shall apply to all of the City's Project fork, as defined
in Section 2.2, performed by those Contractor(s)of whatever tier that have contracts awarded for
Community Workforce Agreement 4 City of Santa Ana
EXHIBIT 2
such work, for the development of the City's faciiities which,jointly, constitute the Project, and
have been designated by the City for construction or rehabilitation. The CWA administrator will
submit annual reports to the City Council on this agreement.
Section 2.2 Specific Project Work covered b this A is defined
y Agreement g and limited to: i
2.2.1 All Public Works construction, as defined by the California Public Contract Code,
and major rehabilitation work pursuant to "prune multi-trade construction contracts"that exceed
seven hundred fifty thousand dollars ($750,000) and all subcontracts .lowing from these prime
multi-trade contracts.
2.2.2 All prime"Specialty Contracts,"as defined in Section 1.10 that exceed one hundred
thousand dollars ($100,000) and all subcontracts flowing from these specialty contracts.
2.2.3 The City may, at any time and at its sole discretion, determine to build additional
buildings, facilities, and other projects under this Agreement which are not otherwise covered as
Project Work, j
2.2.4 Any Affordable Housing projects that receive City funds.
2.2.5 This Agreement is not intended to, and shall not apply to any work advertised for j
bids or performed at any time prior to the Effective Date,or alter the expiration or termination of
this Agreement, except as otherwise provided herein. This Agreement shall in no way limit the
City's right to terminate, modify or rescind any construction contract and/or any related
subcontract or agreement. Should the City remove or terminate any contract or agreement for
construction that does not fail within the scope of this Agreement and thereafter authorize that
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work be commenced on any contract for such construction, the contract for construction shall be
performed under the terms of this Agreement.
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Section 2.3 Bundling of Contracts
2.3.1 The City, in its sole, discretion, may seek to group (or "bundle") for bidding,
contracts not meeting the threshold of Section 2.2 above. (Small contracts for like types of work,
scheduled to be undertaken at the same facility or on the same project site, and within the same
timeframe, will be considered for such bundling, consistent with economies of scale_, and the
purposes of this Agreement); and
2.3.2 Project Work will not be intentionally split, divided or otherwise separated for
contract award purposes to avoid. application of this Agreement. l
Section 2.4 Applicability This Agreement shall not apply to any work of any Contractor other
than that on Project Work specifically covered by this Agreement.
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EXHIBIT 2
Section 2,5 exclusions Items specifically excluded from the scope of this Agreement include
the following:
2.5.1 Work of non-manual employees, including but not limited to: superintendents;
teachers; supervisors (except those covered by MasterLabor Agreements above the level of
general foreman); staff engineers; time keepers;mail carriers; clerks, office workers;messengers;
guards; safety personnel; emergency medical and first aid technicians; and other professional,
engineering, executive, administrative, supervisory and management employees;
2.5.2 Equipment and machinery owned or controlled and operated by the City;
2.5.3 All off-site manufacture and handling of materials, equipment or machinery;
provided, however, that lay down or storage areas for equipment or material and manufacturing
(prefabrication) sites, dedicated solely to the Project, and the movement of materials or goods j
between such locations and a Pn ject site are within the scope of this Agreement;
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2.5.4 All work performed by City employees, the CWA Administrator, design teams
(including, but not limited to architects engineers and master planners), or any other consultants
for the City (including, but not limited to, project managers and construction managers and their !
employees where not engaged in Project Work) and their stab-consultants, and other employees of
processional service organizations, not .performing manual labor within the scope of this j
Agreement; provided, however, that it is understood and agreed that Surveyors and _
Building/Construction Inspector and Field Soils and Materials Testers (Inspectors) are a covered
craft: under the Agreement. This inclusion applies to the scope of work defined in the State of
California Wage Determination for said Craft.This shall also specifically include such work where
it is referred to by utilization of such terms as "quality control" or "quality assurance." Every
Surveyor and Inspector performing under the wage classifications of Surveyor and
Building/Construction Inspector and.Field Soils and Material Testers under a professional services
agreement or a construction contract shall be bound to all applicable requirements of the CWA.
Covered Work as defined by this Agreement shall be performed pursuant to the terms and
conditions of this Agreement regardless of the manner in which the work was awarded;
2.5.5 Any work perfonxred near, or leading to a site of work covered by this Agreement
and undertaken by state, county or other governmental bodies, or their Contractors; or by public
utilities, or their Contractors; and/or by adjacent third-party landowners;and/or by the City or its
Contractors (for work which is not within the scope of this Agreement);
2.5.6 Off=site maintenance of leased equipment and on-site supervision of such work;
2.5.7 It is recognized that certain equipment and systems of a highly technical and
specialized nature will have to be installed at the Project. The nature of the equipment and systems,
together with requirements of manufacturer's warranty, may dictate that it be prefabricated,pre-
piped, and/or pre-wired and that it be installed under-the supervision and direction of the Owner's
and/or manufacturer's personnel. The Unions agree to install such material, equipment and
systems without incident, or allow such installation to be performed by the manufacturer's
employees or a contractor certified by the manufacturer where the Unions are unable to perform
Community Workforce Agreement 6 City of Santa Ana
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EXHIBIT 2
such work or the warranty requires the work to be,performed by the employees of the manufacturer
or a contractor certified by the manufacturer. If a warranty on the manufacturer's specialty or
technical equipment or systems purchased by the Owner requires that the installation of such
specialty or technical equipment or system be performed by the manufacturer's own personnel,
then such installation may be performed by the manufacturer's own personnel. If a warranty on
the manufacturer's specialty or technical equipment or systems purchased by the Owner requires
that the installation of such specialty or technical equipment or system be performed by a {
contractor certified by the manufacturer, and there are no Union signatory contractors certified by
the manufacturer to install and/or perform such work, then such installation may be performed by
such certified contractor.The General Contractor shall notify the Unions at the pre job conference
of the use of this provision and shall provide copies of the written warranty that require that the
work be performed by the ma.nufacturer's own personnel, or a contractor certified by the j
manufacturer, to the affected Union. When the warranty does not require installation by the
manufacturer's own personnel or a contractor certified by the manufacturer, the Unions agree to
perform and install such work under the supervision and direction of the -manufacturer's
representative. This shall not apply to construction equipment.
2.5.8 Non-construction support services contracted by the City, City consultants, the
CWA Administrator, or Contractor in connection with a Project;
2.5.9 Laboratory work for testing.
2.5.10 Coverage Exce Lion This Agreement shall not apply if the City receives funding
or assistance from any Federal, State, local or other public entity for the Construction Contract if
a requirement, condition or other term of receiving that fi.rnding or assistance, at the time of the
awarding of the contract, is that the City not require, bidders, contractors, or other persons or
entities to enter into an agreement g Bement with one or more labor organisations. The City agrees that it
will make a reasonable effiort to establish the enforcement of this Agreement with any
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governmental agency or granting authority.
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2.5.11 Work on the Project performed as a result of a threat to life, limb or property or '
other emergency circumstances requiring immediate action.
Section 2.6 Awarding of Contracts for Project Work 1
2.6.1 The City and/or the Contractors, as appropriate, have the absolute right to award
contracts or subcontracts on Project Work to any Contractor notwithstanding the existence or non-
existence of any agreements between such Contractor and any Union parties, provided only that
such Contractor is ready,willing, and able to execute and comply with this Agreement should such
Contractor be awarded work covered by this Agreement.
2.6.2 It is agreed that all Contractors of whatever tier, who have been awarded Project
Work contracts, small be required to accept and be bound to the terms and conditions of this
Agreement, and shall evidence their acceptance by the execution of the Letter of Assent set forth
in "Atlachatent A." hereto,prior to the commencement of any Project Work. At the time that any
Contractor enters into a subcontract with any subcontractor of any tier providing for the J
performance of the construction contract,the Contractor shall provide a copy of this Agreement to
Community Workforce Agreement 7 City of Santa Ana
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EXHIBIT 2
said subcontractor and shall require the subcontractor, as a part of accepting the award of a
construction subcontract, to agree in writing in the i-brm of a Letter of Assent to be bound by each
and every provision of this Agreement prior to the commencement of work on the Project. No
Contractor or subcontractor shall commence project Work without having first provided a copy of
the Letter of Assent as executed by it to the CWA Administrator and to the Trades Council before
the commencement of Project Work.
Section 2.7 Master Labor Agreements
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2.7.1 The provisions of this Agreement, including the Master Labor Agreements as such
may be changed from time-to-tune and which also are incorporated herein by reference,shall apply
to Project Work, This Agreement is not intended to supersede such Master Labor Agreements
between any of the Contractors peribrming construction work on the Project and a Union signatory
thereto except to the extent the provisions of this Agreement are inconsistent with such Master
Labor Agreements, in which event the provisions of this Agreement shall apply. However, such
does not apply to work performed under the National Cooling Tower Agreement, the National
Stack Agreement, the National Transit Division Agreement (NTD), work within the jurisdiction
of the International Union of Elevator Constructors, and all instrument calibration and loop
checking work performed under the terms of the UA/IBEW Joint National Agreement for
Instrument and Control Systems Technicians except that Article 9 dealing with Strikes, Work
Stoppages and Lock-Outs, Work Assignments and Jurisdictional Disputes, and Settlement of
Grievances and Disputes shall apply to such work. Where a subject is covered by the provisions
of a Master Labor Agreement and not in conflict with the provisions of this Agreement, the
provisions of the Master Labor Agreement shall apply. It is specifically agreed that no later
agreement shall be deemed to have precedence over this Agreement unless signed by all parties
signatory hereto who are then currently employed or represented at the Project. Any dispute as to
the applicable source between this Agreement and any Master Labor Agreements for determining
the wages, hours of working conditions of employees on this Project shall be resolved under the l
procedures established in Article 10.
2.7.2 It is understood that this Agreement, together with the referenced Master Labor
Agreements, constitutes a self-contained, stand-alone agreement and by virtue of having become
bound to this Agreement, the Contractor will not be obligated to sign any other local, area or
national collective bargaining; agreement as a condition of performing work within the scope of
this Agreement (provided, however, that the Contractor may be required to sign a uniformly
applied, non-discriminatory Subscription Agreement at the request of the trustees or administrator
of a trust fund established pursuant to Section 302 of the Labor Management Relations Act, and
to which such Contractor is bound to make contributions under this Agreement,provided that such
Subscription Agreement does not purport to bind the Contractor beyond the terms and conditions
of this Agreement and/or expand its obligation to make contributions pursuant thereto). It shall be
the responsibility of the prime. Contractor to have each of its subcontractors sign the appropriate
Subscription Agreement, with the appropriate Craft Union prior to the subcontractor beginning
work on Project Work.
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Cormnunity Workforce Agreement & City of Santa Ana
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EXHIBIT 2
Section 2.8 Bin in Signatories Only This Agreement shall only be binding on the signatory
Parties hereto, and shall not apply to the parents, affiliates, subsidiaries, or ether ventures of any
such Party not performing Project Work.
Section 2.9 Other City Work Nothing contained herein shall be interpreted to prohibit, restrict,
or interfere with the performance of any other operation, work or function not covered by this
Agreement, which may be performed by City employees or contracted for by the City for its own
account, on its property or in and around a Project site.
Section 2.10 Separate L ability It is understood that the liability of the Contractor(s) and the 1
liability of the separate Unions under this Agreement shall be several and not joint. The Unions
agree that this Agreement does not have the effect of creating any joint employment status between
or among the City or CWA Administrator and/or any Contractor.
SectAgreement 2.1 shall Completed
pl t Project
Work As areas of Project Work are accepted by the City, this
g fur force or effect on such items or areas except where the Contractor
is directed by the City or its representatives to engage in repairs, modification, check-out and/or
warranties functions required by its contract(s)with the City under the original contract.
ARTICLE 3
UNION ItEC( GNITIO AND EMPLOYMENT
Section 3.1 Recognition The Contractor recognizes the Ti-des Council and the Unions as the
sole and exclusive bargaining representative for the employees engaged in Project Work.
Contractors further recognize that the Unions shall be the primary source of all craft labor
employed on the Projects. In the event that a Contractor has its own core workforce, said
Contractor shall follow the procedures outlined below.
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Section 3.2 Contractor Selection of Emplo es The Contractor shall have the right to
determine the competency of all employees, the number of employees required, the duties of such
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employees within their craft jurisdiction, and shall have the sole responsibility for selecting
employees to be laid off, consistent with Section 3.3 and. Section 4.2, below. The Contractor shall
also have the right to reject any applicant referred by a Union for any reason, subject to any
reporting pay required by Section 6.6;provided, however, that such right is exercised in good faith
and not for the purpose of avoiding the Contractor's commitment to employ qualified wo
p rkers
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through the procedures endorsed in this Agreement.
Section 3.3 Refferral Procedures 1
3.3.1 For signatory Unions now having a job referral system contained in a Master Labor
Agreement, the Contractor agrees to comply with such system and it shall be used exclusively by 1
such Contractor, except as:modified by this Agreement. Such job referral system will be operated
in a nondiscriminatory manner and in full compliance with federal, state, and local laws and
regulations which require equal employment opportunities and non-discrimination. All of the
foregoing hiring procedures, including related practices affecting apprenticeship, shall be operated
Community Workforce Agreement 9 City of Santa Ana
EXHIBIT 2
so as to consider the goals of the City to encourage employment of City residents on the Project,
and to facilitate the ability of all Contractors to meet their employment needs.
3.3.2 The local Unions will exert their best efforts to recruit and refer sufficient numbers
of skilled craft workers to fulfill the labor requirements of the Contractor, including specific j
employment obligations to which the Contractor may be legally and/or contractually obligated;
and to refer apprentices as requested to develop a larger, skilled workforce. The Unions will work:
with their affiliated regional and national unions, and jointly with the CWA Administrator and
others designated by the City, to identify and refer competent craft persons as needed for Project
Work,and to identify and hire individuals, particularly residents of the City, for entrance into joint
labor/management apprenticeship programs, or to participate in other identified programs and
procedures to assist individuals in qualifying and becoming eligible for such apprenticeship
programs, all maintained to increase the available supply of skilled craft personnel for Project
Work and future construction of maintenance work to be undertaken by the City.
3.3.3 The Union shall not knowingly refer an employee currently employed by a
Contractor on a covered Project to any other Contractor,
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Section 3.4 Non-.17i. crimination in Referral l m. to ment and Contracting The Unions and
Contractors agree that they will not discriminate against any employee or applicant for
employment in hiring and dispatching on the basis of race, color, religion, sex, gender, national
origin, age, membership in a labor organization, sexual orientation, political affiliation, marital
status or disability. Further, it is recognized that the City has certain policies,programs, and goals
for the utilization of local small business enterprises. The Parties shall jointly endeavor to assure
that these commitments are fully met, and that any provisions of this Agreement which way appear
to interfere with local snnall business enterprises successfully bidding for work within the scope of
this Agreement shall be carefully reviewed, and adjustments made as may be appropriate and
agreed upon among the Parties, to ensure full compliance with the spirit and letter of the City's
policies and commitment to its goals for the significant utilization of local siriall businesses as
direct Contractors or suppliers for Project Work.
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Section 3.5 )lrnployrnent p IL
City Resi ants
3.5.1 The Unions and Contractors agree that, to the extent allowed by law, and as long; as they
possess the requisite skills and qualifications,the Unions will exert their best efforts to refer and/or
recruit sufficient numbers of skilled craft "Local Residents," as defined herein, to fulfill the
requirements of the Contractors. In recognition of the fact that the City and the communities
surrounding Project Work will be impacted by the construction of the Project Work, the parties
agree to support the hiring of workers from the residents of these surrounding areas, as well as
Veterans and individuals who have successfully completed the Building Trades Multi-Craft Core
Curriculum Pre-.Apprenticeship Program, regardless of where they reside, for Project Work.
Towards that end, the Unions shall exert their best efforts to encourage and provide referrals and
utilization of qualified workers, first, to those residing in U. S. Postal Service zip codes which 1`
overlap all of the City of Santa Ana, as set forth in "Attachment B" attached hereto, as well as
Veterans,regardless of where theyreside("Tier I'). If the Unions cannot provide the Contractors
in the attainment of sufficient number of qualified workers from Tier 1, second,the Unions shall
Community Workforce Agreement 10 City of Santa Ana
EXHIBIT 2
exert their best efforts to then recruit and identify for referral qualified workers residing within the
County of Orange and individuals who have successfully completed the Building 'Grades Multi-
Craft Core Curriculum Pre-.Apprenticeship Program, regardless of where they reside ("Tier 2").
For Dispatch purposes, employees residing within either of these two(2)tiers, as well as Veterans
and individuals who have successfully completed the Building Trades Multi-Craft: Core
Curriculum .l're-.Apprenticeship Program, regardless of where they reside, shall be referred to as
Local Residents.
3.5.2 A goal of30%,ofthe total work hours performed on each Pro"ect shall be performed
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by Local Residents.
3.5.3 The Unions agree to support the operation of pre-apprentice referral programs in
the City. further, the Unions agree to place on their referral roles or in their apprentice training
programs, as appropriate and needed, qualified persons sent to them by designated City
organizations or other organizations working with the City to increase construction industry work
opportunities for City residents.
Section 3.6 Requirements on Contractors, To facilitate the dispatch of Local Residents, all
Contractors will be required to utilize the Craft Employee Request Form whenever they are
requesting the referralofany employee froma Union referral list for any Covered Project,a sample
of which is attached as`°Attaeliment C." When Local Residents are requested by the Contractors,
the Unions will refer such workers regardless of their place in the Unions' hiring halls' list and {
normal referral procedures.
Section 3.7 1felmets to Iardhats The Contractors and the Unions recognize a desire to
facilitate the entry into the building and construction trades of Veterans who are interested in
careers in the building and construction industry. The Contractors and Unions agree to utilize the 1
services of non-profit Veterans support organizations, including but not limited to,the Center liar
Military Recruitment, Assessment and Veterans Employment (hereinafter "Center") and the
Center's "Helmets to Hardhats" program to serve as a resource for preliminary orientation, j
assessment of construction aptitude,referral to apprenticeship programs or hiring halls, counseling
and mentoring, support network, employment opportunities and other needs as identified by the
Parties. For purposes of this Agreement the term "Eligible Veteran" shall have the same meaning
as the term "veteran" as defined under Title 5, Section 2108(1) of the United States Code as the
same may be amended or re-codified from time to time. It shall be the responsibility of each
qualified applicant to provide the Unions with proof of his/her status as an Eligible Veteran.
3.7.I The Unions and Contractors agree to coordinate with non-profit Veteran f
organizations, including, the Center to create and maintain an integrated database of veterans
interested in working on this Project Work and of apprenticeship and employment opportunities
for working on Project Work. To the extent permitted by law, the Unions will give credit to such
Veterans -for bona fide, provable past experience.
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Section 3.8 Core Eznployces
3.5.1 Contractors not currently signatory to a Master Labor Agreement may employ, as
needed, first, a member of its core workforce, them an employee through a referral from the
appropriate Union hiring hall, then a second core employee, then a second employee through the
referral system, and so on until a maxirnurn of five (5) core employees are employed in the
Contractor's workforce, thereafter, all additional employees in the affected trade or craft shall be
requisitioned &ore the craft hiring hall in accordance with Section 3.3. In the laying off of
employees, the number of core employees shall not exceed one-half talus one of the workforce for
an employer with 10 or fewer employees, assuming the remaining employees are qualified to
undertake the work available. As part of this process, and in order to facilitate the contract
administration procedures, as well as appropriate fringe benefit fund coverage, all Contractors
shall require their core employees and any other persons emp toyed other than through the referral
process, to register with the appropriate Union hiring hall, if any, prior to their first day of
employment at a project site.
3.8.2 The core work force is comprised of those employees whose names appeared on
FFF
the Contractor's active payroll for sixty(60) of the one hundred (100) working days immediately
before award of Project Work to the Contractor; who have worked at least two-thousand (2,000) 1
hours in the construction craft in which they are employed, during the prior four ( ) years; who
possess any license required by state or federal law for the Project Work to be performed; and,
who have the ability to safely perform the basic functions of the applicable trade.
3.8.3 Prior to each Contractor performing any work on the.Project, each Contractor shall
provide a list of his core employees F
P p ogees to the CVti A.Administrator and the Trades Council. failure to
do so will prohibit the Contractor froze using any core employees. Upon request by any Party to
this Agreement, the Contractor hiring any core employee shall provide satisfactory proof(i.e,,
payroll records, quarterly tax records, driver's license, voter registration, postal address and such
governmental documentation) evidencing the core employee's qualification as a core employee to
the;CWA Administrator and the Trades Council.
Section 3,9 Tiirie for Referral If any Union's registration and referral system does not
fulfill the requirements for specific classifications requested by any Contractor within tarty-eight
(48) hours (excluding Saturdays, Sundays and holidays), that Contractor may use employment
sources other than the Union registration and referral services, and may employ applicants meeting
such classification from any other available source. The Contractors skull inform the Union of any
applicants hired from other sources and such applicants shall register with the appropriate hiring {
hall, if any, before commencing work.
Section 3.10 Lack of Referral Procedure If a signatory Union does not have a job referral j
systern as sett forth in Section 3.3 above, the Contractors shall give the Union equal opportunity to
refer applicants. Contractors shall notify the Union of employees so hired, as set forth in Section I
3.5.
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Section 3.11 Union Mernbet_�hip Employees are not required to become or remain union
members or pay dues or fees as a condition of performing Project Work under this Agreement.
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Contractors shall make and transmit all deductions for union dues, fees, and assessments that have
been authorized by employees in writing in accordance with the applicable Master Labor
Agreement. Nothing in this Section 3.11 is intended to supersede independent requirements of
applicable Master labor Agreements as to those Contractors otherwise signatory to such Master
Labor Agreements and as to the employees of those Contractors who are performing Project Work
Section 3.12 Individual Seniority Except as provided in Section 4.3, individual seniority shall j
not be recognized or applied to employees working on Project Work; provided, however, that
group and/or classification seniority in a Union's Master Labor Agreement as of the Effective bate
of this Agreement shall be recognized for purposes of layoffs.
Section 3.13 l?orjemen The selection and number of craft foreman and/or general foreman shall
be the responsibility of the Contractor, All foremen shall take orders exclusively from the Jf
designated Contractor representatives. Craft foreman shall be designated as working foreman at
the request of the Contractors,
Section 3.14 Out-of State Workers In determining; compliance with the targeted hiring goals of
Section 3.5 above, hours of Project Work performed by residents of states other than California
will be excluded from the calculation. i
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.ARTICLE 4
UNION ACCESS AND STEWARDS E
E
Section 4.1 Access to Project Sites Authorized representatives of the Union shall have access
to Project Work, provided that they do not interfere with the work of employees and further
provided that such representatives shall notify the person charged with on-site project supervision
and fully comply with posted visitor, security and safety rules.
Section 4.2 Stewards
4.2.1 Each signatory Union shall have the right to dispatch a working journeyperson as a
steward for each shift, and shall notify the Contractor in writing of the identity of the designated
steward or stewards prior to the assumption of such person's duties as steward. Such designated
steward or stewards shall not exercise any supervisory functions. There will be no non-working
stewards. Stewards will receive the regular rate of pay for their respective crafts.
4.2.2 In addition to his/her work as an employee, the steward should have the right to j
receive, but not to solicit, complaints or grievances and to discuss and assist in the adjustment of
the same with the employee's appropriate supervisor. Each steward should be concerned only with
the employees of the steward's Contractor and, if applicable, subcontractor(s), and not with the j
employees of any other Contractor. A Contractor will not discriminate against the steward in the
proper performance of his/her Union duties. I
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4.2.3 When a Contractor has multiple, non-contiguous work locations at one site, the
Contractor may request and the Union shall appoint such additional working stewards as the
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EXHIBIT 2
Contractor requests to provide independent coverage of one or more such locations. In such cases,
a steward may not service more than one work location without the approval ofthe Contractor, -
4.2.4 The stewards shall not have the right to determine when overtime shall be worked
or who shall work overtime.
Section 4.3 Stewart#„Layof�Flnischarge Contractor agrees to notify the appropriate Union
twenty-four(24)hours before the layoff of a steward, except in the case of disciplinary discharge
for just cause, If the steward is protected against such layoff by the provisions of the applicable
Master Labor Agreement, such provisions shall be recognized when the steward possesses the
necessary qualifications to perform the remaining work, In any case in which the steward is
discharged or disciplined for just cause,the appropriate Union will be,notified immediately by the
Contractor, and such discharge or discipline shall not become final (subject to any later filed '
grievance) until twenty-four(24)hours after such notice has been given.
ARTICLE 5
WAGES AND BENEFITS
Section 5.1 Wages All employees covered by this Agreement shall be classified in accordance
with work performed and paid by the Contractors the hourly wage rates forthose classifications in 'I
compliance with the applicable prevailing wage rate determination established pursuant to
applicable, law. If a prevailing rate increases under law, the Contractor shall pay that rate as of its
effective date under the law. This Agreement does not relieve Contractors directly signatory to a
Master Labor Agreement with one of the Unions signing this Agreement from paying all of the
wages set forth in such Agreements. I
Section 5.2 Benefits 1
5.2.1 Contractors shall pay contributions to the established employee benefit funds in the
amounts designated in the appropriate Master Labor Agreement and make all employee—
authorized deductions in the amounts designated in the appropriate Master Labor Agreement,
however, such contributions shall not exceed the contribution amounts set forth in the applicable
prevailing wage determination. This Agreement does not relieve Contractors directly signatory to
one or more of the Master Labor Agreements from making all contributions set forth in those
Master Labor Agreements without reference to the foregoing,
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5.2.2 The Contractor adopts and agrees to be bound by the written terms of the applicable,
legally established, trust agreement(s) specifying the detailed busts on which payments are to be
made into., and benefits paid out of, such trust funds for its employees. The Contractor authorizes
the Parties to such trust funds to appoint trustees and successor trustees to administer the trust
funds and hereby ratifies and accepts the trustees so appointed as if made by the Contractor.
5.2.3 Each Contractor and subcontractor is required to certify to the CWA Administrator
that it has paid all benefit contributions due and owing to the appropriate Trust(s) prior to the
receipt of its final payment and/or retention. Further, upon timely notification by a Union to the
CWA Administrator, the CWA Administrator shall work with any prime Contractor or
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EXHIBIT 2
subcontractor who is delinquent in payments to assure that proper benefit contributions are made,
to the extent of requesting the City or the prime Contractor to withhold payments otherwise due
such Contractor, until such contributions have been made or otherwise guaranteed.
Section 5.3 Wage Premiums Wage premiums, including but not limited to pay based on height
of work, hazard pay, scaffold pay and special skills shall not be applicable to work under this
Agreement, except to the extent provided for in any applicable prevailing wage determination.
ARTICLE 6
HOURS OF WORK OVERTIME SHIFTS AND HOLIDAYS
Section 6.1 Hours of Work Eight (8) hours per day between the hours of 6:00 a.m. and 5.30
p.m., plus one-half (%x) hour unpaid lunch approximately mid-way through the shift, shall
constitute the standard work day..liorty(40)hours per week shall constitute a regular week's work.
The work week will start on Sunday and conclude on Saturday. 'Fhe foregoing provisions of this
Article are applicable unless otherwise provided in the applicable prevailing; wage determination,
or unless Changes are permitted by law and such are agreed upon by the Parties. Nothing herein
shall be construed as guaranteeing any employee eight (8) hours per day or forty (40) hours per
week, or a Monday through Friday standard worlc schedule.
Section 6.2 Place of Work Employees shall be at their place of work (as designated by the
Contractor), at the starting time and shall remain at their place of work,performing their assigned
functions, until quitting time. The place of work is defined as the gang or toot box or equipment at
the employee's assigned work location or the place where the foreman gives instructions. The
Parties reaffirm their policy of a fair day's work for a fair day's wage. Except as provided in
Section 6.6, there shall be no pay for time not worked unless the employee is otherwise engaged
at the direction of the Contractor.
Section 6.3 Overtime Overtime shall be paid in accordance with the requirements of the {
applicable prevailing wage determination. There shall be no restriction on the Contractor's
scheduling of overtime or the nondiscriminatory designation of employees who will work
overtime. There shall be no pyramiding of overtime (payment of more than one form of overtime
compensation for the same hour) under any circumstances.
Section 6.4 Shifts and.Alternate Work Schedules j
6.4.1 Alternate starting and quitting time and/or shift work may be performed at the
option of the Contractor upon three(3)days'prior notice to the affected Union(s), unless a shorter
notice period is provided for in the applicable Master Labor Agreement If two shifts are worked,
each shall consist of eight(8)hours of continuous work exclusive of a one-half(Vz)hour non-paid
lunch period, for eight(8)hours pay. The last shift shall start on or before 6:00 p.m. The first shift
starting at or after 6.00 a.m. is designated as the first shift, with the second shift following.
6.4.2 Contractors,the Trades Council and the Union recognize the economic impact upon
the City and City residents of the Project being undertaken by the City and agree that all Parties to
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EXHIBIT 2
this Agreement desire and intend Project. Work to be undertaken in a cost efficient and effective
manner to the highest standard of quality and craftsmanship, Recognizing the economic
conditions, the Parties agree that, except to the extent permitted by law, employees performing
Project Work shall not be entitled to any differentials or additional pay based upon the shift or
work schedule of the employees. Instead, all employees working on Project Work shall be paid at
the same base rate regardless of shift or work schedule worked.
6.4.3 Because of operational necessities, the second shift may, at the City's direction, be
scheduled without the preceding shift having been worked. It is recognized that the City's
operations and/or mitigation obligations may require restructuring of normal work schedules.
Except in an emergency or when specified in the City's bid specification,the Contractor shall give
affected Union(s)at least three (3) days' notice o f such schedule changes.
Section 6.5 Holidays Recognized holidays for Project Mork shall be those set forth and
governed by the prevailing wage determination(s) applicable to such Project Work.
Section 6.6 Show-up Pav
6.6.1 Except as otherwise required by State law, Employees reporting for work and for
whom no work is provided,except when given prior notification not to report to work,shall receive
two (2)hours pay at the regular straight time hourly rate.Employees who are directed to start work
shall receive four (4) hours of pay at the regular straight time hourly rate. Employees who work
beyond four (4) hours shall be paid for actual hours worked. Whenever reporting pay is provided 1
for employees,they will be required to remain at the Project Site and available for work for such
time as they receive pay, unless released earlier by the principal supervisor of the Contractor(s)or
his/her designated representative. Each employee shall furnish his/her Contractor with his/her
current address and telephone number, and shall promptly report any changes to the Contractor,
6.6.2 An employee called out to work outside of his/her shift shall receive a minimum of
two (2) hours pay at the appropriate rate. This does not apply to time worked as an extension of
(before or after)the employee's normal shift.
6.6.3 When an employee leaves the job or work location of his/her own volition, or is {
discharged for cause or is not working, the employee shall only be paid for actual time worked.
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Section 6.7 Meal Periods The Contractor will schedule a meal period of no more than one-half
hour duration at the work location at approximately mid-point of the schedule shift; provided,
however, that the Contractor may, for efficiency of the operation, establish a schedule which �
coordinates the meal periods of two or more crafts. An employee may be required to work through
his meal period because of an emergency or a threat to life or property, or for such other reasons
as are in the applicable Master Labor Agreement, and if he is so required,he shall be compensated
in the manner established in the applicable Master Labor Agreement.
Section 6.8 Make-up Days To the extent permitted by the applicable general wage
determination,when an employee has been prevented from working for reasons beyond the control
of the employer, including, but not limited to inclement weather or other natural causes, during the
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EXHIBIT 2
regularly scheduled work week, a make-up day may be worked on a non-regularly scheduled work
day for which an employee shall receive eight (8)hours pay at the straight time rate of_pay or any
premium rate required for such hours under the state prevailing wage law.
ARTICLE 7
WORD. STOPPAGES AND LOCK-OUTS
Section T 1 No Work Stoppages or Disruptive Activity The Trades Council and the Unions
signatory hereto agree that neither they, and each of there, nor their respective officers or agents j
or representatives, shall incite or encourage, condone or participate in any strike, walk-out, slow-
down,picketing„ observing picket lines or other activity of any nature or kind whatsoever, for any 1
cause or dispute whatsoever with respect to or in any way related to Project Work, or which
interferes with or otherwise disrupts, Project Work, or with respect to or related to the City or
Contractors, including, but not limited to, economic strikes, unfair labor practice strikes, safety 1
strikes, sympathy strikes and jurisdictional strikes whether or not the underlying dispute is
arbitrable. Any such actions by the Trades Council, or Unions, or their members, agents,
representatives or the employees they represent shall constitute a violation of this Agreement. The
Trades Council and the Union shall take all steps necessary to obtain compliance with this Article
and neither should be held liable for conduct for which it is not responsible.
Section 7.2 Uinloyee Violations The Contractor may discharge any employee violating I
Section 7.1 above and any such employee will not be eligible for rehire under this Agreement. I
Section 7.3 Standing to Enforce The City,the CWA Administrator,or any Contractor affected
by an alleged violation of Section 7.1 shall .have standing and the right to enforce the obligations j
established therein.
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Section 7.4 Ex iration of Master Labor Agreement if the Master Labor Agreement, or any
local,regional,and other applicable collective bargaining agreements expire during the term of the
Project, the Union(s) agree that there shall be no work disruption of any kind as described in
Section 7.1 above as a result of the expiration of any such agrcement(s) having application on this
Project and/or failure of the involved Parties to that agreement to reach a new contract. Terms and
conditions of employment established and set at the time of bid shall remain established and set.
Otherwise to the extent that such agreement does expire and the Parties to that agreement have
failed to reach concurrence on a new contract, work will continue on the Project on one of the
following two(2)options, bath of which will be offered by the Unions involved to the Contractors
affected: j
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7.4.1 Each of the Unions with a contract expiring must other to continue working on the
Project under interim agreements that retain all the terms of the expiring contract, except that the
Unions involved in such expiring contract may each propose wage rates and employer contribution
rates to employee benefit funds under the prior contract different from what those wage rates and
employer contributions rates were under the expiring contracts. The terms of the Union's interim
agreement offered to Contractors will be no less favorable than the terms offered by the Union to
any other employer or group of employers covering the same type of construction work in Orange
County.
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7.4.2 Each of the Unions with a Master Labor Agreement expiring must offer to continue
working on the Project under all the terms of the expiring contract, including the wage rates and
employer contribution rates to the employee benefit finds, if the Contractor affected by that
expiring contract agrees to the following retroactive provisions: if a new Master Labor Agreement,
local,regional or other applicable labor agreement for the industry having application at the Project
is ratified and signed during the term of this Agreement and if such new labor agreement provides
for retroactive wage increases, then each affected Contractor shall pay to its employees who l
performed work covered by this Agreement at the Project during the hiatus between the effective
dates of such expired and new labor agreements, an amount equal to any such retroactive wage
increase established by such new labor agreement,retroactive to whatever date is provided by the
new labor agreement:for such increase to go into effect,for each employee's hours worked on the
Project during the retroactive period.All Parties agree that such affected Contractors shall be solely
responsible for any retroactive payment to its employees.
7.4.3 Some Contractors may elect to continue to work on the Project under the terms of
the interim agreement option offered under paragraph 7.4.1 and other Contractors may elect to
continue to work on the Project under the retroactivity option offered under paragraph 7.4.2. 'I'o
decide between the two options, Contractors will be given one week after the particular labor
agreement has expired or one week after the Union has personally delivered to the Contractors in
writing its specific offer of terms of the interim agreement pursuant to paragraph 7.4.1, whichever
is the later date. If the Contractor fails to timely select one of the two options,the Contractor shall
be deerned to have selected the provisions of 7.4.2,
Section 7.5 No Lockouts Contractors shall not cause, incite, encourage, condone or
participate in any lack-out of employees with respect to Project Work during the term of this
Agreement. The terra"lock-out" refers only to a Contractor's exclusion of employees in carder to
secure collective bargaining advantage, and does not refer to the discharge, termination or layoff
of employees by the Contractor for any reason in the exercise of rights pursuant to any provision
of this Agreement,or any other agreement,nor does"lock-out"include the City's decis ion to stop,
suspend or discontinue any Project Work or any portion thereof for any reason.
Section 7.6 Best Efforts to End Violations
7.6.1 If a Contractor contends that there is any violation of this Article or Section 8.3, it
shall notify, in writing,the Executive Secretary ofthe Trades Council, the Senior Executive of the
involved Union(s) and the CWA Administrator_ The Executive Secretary and the leadership of the
involved Union(s)will 'immediately instruct,order and use their best efforts to cause the cessation
of any violation of the relevant Article.
7.6.2 If the Union contends that any Contractor has violated this Article, it will notify
that the Contractor and the CWA Administrator, setting forth the facts which the Union contends
violate the Agreement, at least twenty-four(24) hours prior to invoicing the procedures of Section
7.8. The CWA Administrator shall promptly order the involved Contractor(s) to cease any
violation of the Article.
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Section 7.7 Withholding of services for failure to pa_y wages and fringe benefits
7.7.1 Notwithstanding any provision of this Agreement to the contrary, it shall not be a
violation of this Agreement for any Union to withhold the services of its members (but not the
right to picket) from a particular Contractor who:
(a) fails to timely pay its weekly payroll; or
(b) fails to make timely payments to the Union's .Joint Labor/Management
Trust Funds in accordance with the provisions of the applicable Master Labor Agreements. prior
to withholding its members' services for the Contractor's failure to snake timely payments to the
Union's Joint Labor/Management Trust Funds, the Union shall give at least ten (14) days (unless
a lesser period of time is provided in the Union's Master Labor Agreement, but in no event less
than forty-eight (48) hours) written notice of such failure to pay by registered or certified mail,
return receipt requested, and by facsimile transmission to the invo lved Contractor and to the City. 1
Union will meet within the ten(10) day period to attempt to resolve the dispute.
7.7.2 Upon the payment of the delinquent Contractor of all monies due and then owing
for wages and/or fringe benefit contributions,the Union shall direct its members to return to work
and the Contractor shall return all such members back to work.
Section 7.8 RxX edited Enforcement Procedure Any party, including the City, which the
Parties agree is a Party to the Agreement for purposes of this Article and an intended beneficiary
of this Article, or the CWA Administrator, may institute the following procedures, in lieu of or in
addition to any other action at law or equity,when a breach of Section 7.1 or 7.5, above,or Section
8.3 is alleged.
7.8.1 The Panty involving this procedure shall notify the first arbitrator identified in the
List of Arbitrators attached hereto as Attachment D. if this arbitrator identified in Attachment D
is unavailable at any time, any one of the permanent Arbitrators who is notified shall appoint his
alternate to hear the .matter. Expenses incurred in arbitration shall be borne equally by the Parties l
involved in the arbitration and the decision of the arbitrator shall be final and binding on the Parties,
provided, however, that the arbitrator shall not have the authority to alter or amend or add to or
delete from the provisions of this Agreement in any way. Notice to the arbitrator shall be by the
most expeditious means available, with notices to the Parties alleged to be in violation, and to the
"Trades Council if it is a Union alleged to be in violation.For purposes of this Article,written notice
may be given by telegram, facsimile, hand delivery or overnight mail and will be deemed effective
upon receipt.
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7.8.2 Upon receipt of said notice, the arbitrator named above or his/her alternate shall sit
and hold a hearing within twenty-four (24) hours if it is contended that the violation still exists,
but not sooner than twenty-four (24) hours after notice has been dispatched to the Executive
Secretary and the Senior Off icial(s) as required by Section 7.6, as above.
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7.8.3 The arbitrator shall notify the Parties of the place and time chosen for this hearing.
Said hearing shall be completed in one session, which,with appropriate recesses at the arbitrator's
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EXHIBIT 2
discretion, shall not exceed 24 hours unless otherwise agreed upon by all Parties. A failure of any
Party or Parties to attend said hearings shall not delay the hearing of evidence or the issuance of
any award by the arbitrator.
7.8.E The sole issue at the hearing shall be whether or not a violation of Sections 7.1 or i
7.5, above, or Section 8.3 has in fact occurred. The arbitrator shall have no authority to consider
any matter in justification, explanation or mitigation of such violation. The award shall be issued
in writing within three (3) hours after the close of the hearing, and may be issued without an
opinion. If any Party desires a written opinion, one shall be issued within fifteen(15) days, but its
issuance shall not delay compliance with, or enforcement of, the Award.The arbitrator may order
cessation of the violation of the Article and other appropriate relief, and such award shall be served
on all Parties by hand or registered snail upon issuance.
7.8.5 Such award shall be final and binding on all Parties and may be enforced by any
court of competent jurisdiction upon the filing of this Agreement and all other relevant documents �
referred to herein above in the following manner. Written notice of the filing of such enforcement
proceedings shall be given to the other Party, In any judicial proceeding to obtain a temporary i
order enforcing the arbitrator's award as issued under this Article, all Parties waive the right to a
hearing and agree that such proceedings rosy be ex paste. Such agreement does not waive any j
Party's right to participate in a hearing for a final order of enforcement.The court's order or orders
enforcing the arbitrator's award shall be served on all Parties by hand or by delivery to their address
as shown on this Agreement (for a Union), as shown on their business contract for work under this
Agreement (for a Contractor) and to the:representing Union (for an employee), by certified snail
by the Party or Parties first alleging the violation.
7.8.6 Any rights created by statute or law governing arbitration proceedings inconsistent
with the above procedure or which interfere with compliance hereto are hereby waived by the
Parties to whom they accrue.
7.8.7 The fees and expenses of the arbitrator shall be equally divided between the Party
or Parties initiating this procedure and the respondent Party or Parties.
ARTICLE 8
WORK ASSIGNMENTS AND JURISDICTIONAL DISPUTES
Section 8.1 Assignment of Work The assignment of Project Work will be solely the
responsibility of the Contractor performing the work involved; and such work assignments will be
in accordance with the Plan for the Settlement of Jurisdictional Disputes in the Construction
Industry (the "Plan") or any successor Plan.
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Section 8.2 The Plan All jurisdictional disputes on Project Work between or among the building
and construction trades Unions and the craft employers parties to this Agreement, shall be settled i
and adjusted according to the present Plan established by the Building and Construction Trades
Department or any other plan or method of procedure that may be adopted in the future by the
Building and Construction Trades Department. Decisions rendered shall be final, binding and j
conclusive on the Employers and Unions parties to this Agreement.
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8.2.1 If a dispute arising under this Article involves the Southwest Mountain States
Regional Council of Carpenters or any of its subordinate bodies, an Arbitrator shall be chosen by
the procedures specified in Article V, Section 5, of the Plan from a list composed of John Kagel,
Robert Hirsch, and Thomas Pagan, and the Arbitrator's hearing on the dispute shall be held at the
offices of the Trades Council within fourteen(14) days of the selection of the Arbitrator.All other
procedures shall be as specified in the Plan.
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Section. 8.3 No Work Disruption Over Jurisdiction .All jurisdictional disputes shall be resolved
without the occurrence of any strike, work stoppage, or slow-down of any nature, and the
Employer's assignment shall be adhered to until the dispute is resolved. Individuals violating this
section shall be subject to immediate discharge.
Section 8.4 Pre-Job Conferences As provided in Article 16, each Contractor will conduct a
pre job conference with the appropriate affected. Union(s) prior to commencing work; provided
however, at no time shall the City be responsible for additional costs related to, associated with, or
resulting from Union(s)jurisdictional disputes. The Trades Council and the CWA Administrator i
shall be advised in advance of all such conferences and may participate if they wish.
picketing,onal Disputes If actual or threatened strike sympathy I
strike, work stoppage, slow down .... ...........___ ,
Section 8.5 Resolution ofJuirisdicti n
, hand-billing or otherwise advising the public that a I
labor dispute exists, or interference with the progress of Project Work by reason of a jurisdictional
dispute or disputes occurs,the Parties shall exhaust the expedited procedures set forth in the Plan,
if such procedures are in the plan then currently in effect, or otherwise as in Article 7 above.
ARTICLE 9
MANAGEMENT RIGHTS
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Section 9.1 Contractor and City Rights The Contractors and the City have the sole and
exclusive right and authority to oversee and manage construction operations on Project Work
without any limitations unless expressly limited or required by a specific provision of this
Agreement or an MLA. In addition to the following and other rights of the Contractors enumerated
in this Agreement, the Contractors expressly reserve their management rights and all the rights
conferred upon them by law. `I`he Contractor's rights include, but are not limited to,the right to:
(a) Plan, direct and control operations of all work;
(b) Hire, promote, transfer and layoff their own employees, respectively, as deemed
appropriate to satisfy work and/or skill requirements;
1
(c) Promulgate and require all employees to observe reasonable job rules and security
and safety regulations;
(d) Discharge, suspend or discipline their own employees for just cause;
(e) Utilize, in accordance with City approval, any work methods, procedures or j
techniques, and select, use and install any types or binds of materials, apparatus or equipment,
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EXHIBIT 2
regardless of source of manufacture or construction;assign and schedule work at their discretion;
and
(l) Assign overtone, determine when it will be worked and the number aixd identity of I
employees engaged in such work, subject to such provisions in the applicable Master Tabor
Agreement (s)requiring such assignments be equalized or otherwise made in a nondiscriminatory
manner.
Section 9.2 Specific City Rights In addition to the following and other rights of the City
enumerated in this Agreement,the City expressly reserves its management rights and all the rights
conferred on it by law. The City's rights (and those of the Contract Administrator on its behalf)
include but are not limited to the right to:
(a) Inspect any construction site or facility to ensure that the Contractor follows the
applicable safety and other work requirements; l
(b) Require Contractors to establish a different work week or shift schedule for
particular employees as required to meet the operational needs of the Project Work at a particular
location;
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(c) At its sole option, terminate, delay and/or suspend any and all portions of the
covered work at any time;prohibit some or all work on certain days or during certain hours of the
day to accommodate the ongoing operations of the City's Facilities arid/or to mitigate the effect of
ongoing Project Work on businesses and residents in the neighborhood of the Project site; and/or
require such other operational or schedule changes it deeYns necessary, in its sole judgment, to
effectively maintain its primary mission and remain a good neighbor to those in the area of its
facilities. (In order to permit the Contractors and Unions to make appropriate scheduling plans,the
City will provide the CWA Administrator, and the affected Contractor(s) and Union(s) with
reasonable notice of any changes it requires pursuant to this section; provided, however, that if
notice is not provided in time to advise employees not to report for work, show-up pay shall be
due pursuant to the provision of Article 6, Section 6.6);
(d) Approve any work methods, procedures and techniques used by Contractors
whether or not these methods, procedures or techniques are part of industry practices or customs;
and
(e) Investigate and process complaints, through the CWA Administrator, in the matter
set forth in Articles 7 and 10.
Section 9.3 Use of Materials There should be no limitations or restriction by Union upon
a Contractor's choice of materials or design, not, regardless of source or location, upon the frill
use and utilization, of equipment, machinery, packaging, precast, prefabricated, prefinished, or k
preassernbled materials, tools or other labor saving devices, subject to the application of the State
Public Contracts and Labor Codes as required by law.The onsite installation or application of such
items shall be performed by the craft having jurisdiction over such work.
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Community Workforce Agreement 22 City of Santa Ana
EXHIBIT 2
Section 9.4 S ecial E ui ment Warranties and guaranties
9.4.1 It is recognized that certain equipment of a highly technical and specialized nature
may be installed at Project Work sites.The nature of the equipment,together with the requirements
for manufacturer's warranties, may dictate that it be prefabricated pre-piped and/or pre-wired and
that it be installed under the supervision and direction of the City's and/or manufacturer's
personnel. The Unions agree to install such equipment without incident.
9.4.2 The Parties recognize that the Contractor will initiate fA•om time to time the use of
new technology, equipment, machinery, tools, and other labor-savings devices and methods of
performing Project Work, The Union agrees that they will not restrict the implementation of such j
devices or work methods. The Unions will accept and will not refuse to handle, install or work
with any standardized and/or catalogue: parts, assemblies, accessories, prefabricated items,
preassembled items, partially assembled items, or materials whatever their source of manufacture 1
or construction.
9.4.3 If any disagreement between the Contractor and the Unions concerning the methods
of implementation or installation of any equipment, or device or item, or method of work, arises,
or whether a particular part or pre-assembled item is a standardized or catalog part or item, the
work will precede as directed by the Contractor and the Parties shall immediately consult over the
matter. If the disagreement is not resolved, the affected Union(s) shall have the right to proceed
through the procedures set forth in Article 10.
Section 9.5 No Less Favorable Treatment The parties agree that Project Work will not receive
less favorable treatment than that on any other project which the Unions, Contractors and
employees work.
ARTICLE 10
SETTLEMENT OF GRIEVANCES AND DISPUTES
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Section 10.1 Cooperation and Harmogy on Site
10.1.1 This Agreement is intended to establish and foster continued close cooperation
between management and labor. The Trades Council shall assign a representative to this Project
for the purpose of assisting the local Unions, and working with the CWA Administrator, together
with the Contractors, to complete the construction of the Project economically, efficiently,
continuously and without any interruption, delays or work stoppages.
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10.L2 The CWA Administrator,the Contractors,Unions, and employees collectively and
individually, realize the importance to all Parties of maintaining continuous and uninterrupted
performance Project Work, and agree to resolve disputes in accordance with the grievance
provisions set forth in this Article or, as appropriate, those of Article 7 or 8.
10.1.3 The CWA Administrator shall oversee the processing of grievances under this
Article and Articles 7 and 8, including the scheduling and arrangements of facilities for meetings,
selection of the arbitrator fioim the agreed-upon panel to hear the case,and any other administrative
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Community Workforce Agreement 23 City of Santa Ana
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EXHIBIT 2
matters necessary to facilitate the timely resolution of any dispute; provided, however, it is the
responsibility of the principal parties to any pending grievance to insure the time limits and
deadlines are met.
Section 10.2 Processing Grievances Any questions arising out of and during the term of this
Agreement involving its interpretation and application, which includes applicable provisions of
the Master Labor Agreement, but not jurisdictional disputes or alleged violations of Section 7.1
and 7.4 and similar provisions, shall be considered a grievance and subject to resolution under the
following procedures.
Step 1. Employee Grievances When any employee subject to the provisions of this
Agreement feels aggrieved by an alleged violation of this Agreement,the employee shall, through I
his local Union business representative or, job steward, within ten (10) working days after the
occurrence of the violation, give notice to the work site representative of the involved Contractor
stating the provision(s)alleged to have been violated. A business representative of the local Union
or the job steward and the work site representative of the involved Contractor shall meet and
endeavor to resolve the matter within tent(10) working days after timely notice has been given. if
they fail to resolve the matter within the prescribed period,the grieving pasty may,within tent(10)
working days thereafter, pursue Step 2 of this grievance procedure provided the grievance is
reduced to writing, setting forth the relevant information, including a short description thereof,the l
date on which the alleged violation occurred, and the provision(s) of the Agreement alleged to
have been violated. Grievances and disputes settled at Step 1 shall be non-precedential except as
to the parties directly involved.
Union or_Contrae gr_Grievances Should the Union(s) or any Contractor have a dispute
with the other Party(ies) and, if after conferring within ten (10) working days after the disputing {
Party knew or should have known of the facts or occurrence giving rise to the dispute,a settlement
is not reached within five (5) working days, the dispute shall be reduced to writing and processed
to Step 2 in the same manner as outlined in Step 1 above for the adjustment of an employee
complaint.
Step 2. The business manager of the involved Union or his designee, together with J
the site representative of the involved Conti-actor, and the labor relations representative of the
CWA Administrator, shall meet within seven(7)working days of the referral of the dispute to this
second step to arrive at a satisfactory settlement thereof. If the Parties fail to reach an agreement,
the dispute may be appealed in writing in accordance with the provisions of Step 3 within seven
(7)calendar days after the initial meeting at Step 2.
Sty (a) if the grievance shall have been submitted but not resolved. under
Step 2, either the Union of Contractor Party may request in writing to the CWA Administrator
(with copy(ies) to the other Party(ies) within seven (7) calendar days after the initial Step 2
meeting, that the grievance be submitted to an arbitrator selected from the agreed upon list in
"Attacbment(D)"attached hereto,on a rotational basis in the order listed. The CWA Administrator
shall notify the parties to the grievance ofthe date, t'irne and location of the hearing. The failure of '
any party to attend said hearing shall not delay the hearing of evidence or the issuance of any
decision by the arbitrator. The decision of the arbitrator shall be final and binding on all parties.
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Community Workforce Agreement 24 City
of Santa Ana
EXHIBIT 2
Should any party seek confirmation of the award made by the arbitrator,the prevailing party shall
be entitled to receive its reasonable attorney fees and costs.
(b) Failure of the grieving Party to adhere to the time limits established
herein shall render the grievance null and void, The time limits established herein may be extended
only by consent of the.Parties involved at the particular step where the extensionn is agreed upon.
The arbitrator shall have the authority to make decisions only on issues presented and shall not
.have the authority to change, amend, add to or detract from any of the provisions of this
Agreement.
(c) The foes and expenses incurred by the arbitrator, as well as those
jointly utilized by the Parties (i.e. conference room, court reporter, etc.) in arbitration, shall be
divided equally by the Parties to the arbitration, including Union(s) and Contractor(s)involved.
Section 10.3 Limit on Use of Procedures The procedures contained in this Article shall not be
applicable to any alleged violation of Articles 7 or 8, with a single exception that any employee
discharged for violation of Section 7.2
g or Section 8.3 mayresort to theprocedures f chi o s Article ,
to determine only if he/she was, in fact, engaged in that violation.
Section 10.4 Notice The CWA Administrator (and the City, in the case of any grievance
regarding the Scope of this Agreement), shall be notified by the involved Contractor of all actions
at Steps 2 and 3, and further,the C'WA Administrator shall, upon its own request, be permitted to
participate fully as a party in all proceedings at such steps.
ARTICLE 11
Rl GULATORY COMPLIANCE
Section 11.1 Compliance with All Laws The Trades Council and all Unions, Contractors, and
their employees shall comply with all applicable federal and state laws,ordinances and regulations
including, but not limited to, those relating to safety and health, employment and applications for
employment. All employees shall comply with the safety regulations established by the City, the
C,WA Administrator or the Contractor, Employees must promptly report any injuries or accidents
to a supervisor,
Section 11,2 Eruenv ilin Wa e Cont.Hance All Contractors shall complywith the state laws and
regulations, as well as Santa Ana Municipal Code section 33-206 on prevailing wages.
Compliance with this obligation may be enforced by the appropriate parties through Article 10
above, or by pursing the remedies available under state law through the Labor Commissioner or
the Department of industrial Relations.
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Section 11.3 Violafiions of Law Should there be a finding by a Court or administrative tribunal
of competent jurisdiction that a Contractor has vio laced federal and/or state law or regulation, the
City, upon notice to the Contractor that it or its subcontractors is in such violation (including any
finding of non-compliance with the California prevailing wage obligations as enforced pursuant
to DIR regulations), the City, and in the absence of the Contractor or subcontractor remedying
such violation, may take such action as it is permitted by law or contract to encourage that
Community Workforce Agreement 25
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EXHIBIT 2
Contractor to cone into compliance, including, but not limited to, assessing Fines and penalties
and/or removing the offending Contractor from Project Work.
ARTICLE 12
SAFETY AND PROTECTION DF FERSON AND PROPERTY
Section 12.1 Sate
12.1.1 It shall be the responsibility of each Contractor to ensure safe working conditions
and employee compliance with any safety rules contained herein or established by the City or the
Contractor, whichever is most restrictive shall apply, It is understood that employees have an
individual obligation to use diligent care to perform their work in a safe inanner and to protect
themselves and the property of the Contractor and the City.
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12.1.2 Employees shall be bound by the safety, security and visitor rules established by
the Contractor and/or the City. These rules will be published and posted. An employee's failure to
satisfy his/her obligations under this section will subject him/her to discipline, up to and including
discharge.
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12.1.3 The Parties shall adopt the Substance Abuse Policy attached hereto as Attachment
"E," which shall be the policy and procedure utilized under this .Agreement.
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Section 12.2 Sus erasion of Work for Safet A. Contractor may suspend all or a portion of the
job to protect the life and safety of employees.In such cases, employees will be compensated only
for the actual time worked; provided, however, that where the Contractor requests employees to j
remain at the site and be available for work,the employees will be compensated for stand-by time
at their basic hourly rate of pay.
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Section 12.3 Water and San.itgy Facilities The Contractor shall provide adequate supplies of
drinking water and sanitary facilities for all employees as required by state law or regulation.
ARTICLE 13
TRAVEL AND SUBSISTENCE i
Travel expenses, travel time, subsistence allowances, zone rates and parking
reimbursements shall be paid in accordance with the applicable Master Labor.Agreement unless
superseded by the applicable prevailing wage determination.
ARTICLE 14
APPRENTICES
Section 14.1 Importance of Training The Parties recognize the need to maintain
continuing support of the programs designed to develop adequate numbers of competent workers
in the construction industry, the obligation to capitalize on the availability of the local work force
in the area served by the City, and the opportunities to provide continuing work under the
construction program.To these ends,the Parties will facilitate,encourage,and assist local residents
Community Workforce Agreement 26 City of Santa Ana
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EXHIBIT 2
to commence and progress in Labor/Management Apprenticeship and/or training Programs in the
construction industry leading to participation in such apprenticeship programs. The City and the
Trades Council, will work cooperatively to identify, or establish and maintain, effective programs
and procedures for persons interested in entering the construction industry and which will help
prepare them for the formal joint labor/management apprenticeship programs maintained by the
signatory Unions.
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Section 14.2 Use of Apprentices j
14.2.1 Apprentices used on Projects under this Agreement shall be registered in Joint
Labor Management Apprenticeship Programs approved by the State of California. Apprentices
may comprise up to thirty percent(30%) of each craft's work force(calculated by hours worked)
at any time, unless the standards of the applicable joint apprenticeship committee confirmed by
the Division of Apprenticeship Standards ("DAS"), establish a lower or higher maximum
percentage. Where the standards permit a higher percentage,such percentage shall apply on Project
Work. Where the applicable standards establish a lower percentage,the applicable Union will use
its best efforts with the Joint Labor Management apprenticeship committee and, if necessary, the
DAS to permit up to thirty percent(30%) apprentices on the Project.
14.2.2 The Unions agree to cooperate with the Contractor in furnishing; apprentices as
requested tip to the maximum percentage. The apprentice ratio for each craft shall be in
compliance, at a minimum, with the applicable provisions of the Labor Code relating to utilization
of apprentices,The City shall encourage such utilization, and,both as to apprentices and the overall
supply of experienced workers, the CWA Administrator will work with the Trades Council to
assure appropriate and maximum utilization of apprentices and the continuing availability of both
apprentices and journey persons.
14.2.3 The parties agree that apprentices will not be dispatched to Contractors working;
under this Agreement unless there is a journeymen working on the project where the apprentice is
to be employed who is qualified to assist and oversee the apprentice's progress through the
program in which he is participating,
14.2.4 All apprentices shall work under the direct supervision of a journeyman from the
trade in which the apprentice is indentured. A journeyman shall be defined as set forth in the
California Code of Regulations, Title S [apprenticeship] section 205, which defines a journeyman
as a person who has either completed an accredited apprenticeship in his or her craft, or has
completed the equivalent of an apprenticeship in length and content of work experience and all
other requirements in the craft which has workers classified as journeyman in the apprenticeable
occupation. Should a question arise as to a journeyman's qualification under this subsection, the
Contractor shall provide adequate proof evidencing the worker's qualification as a journeyman to
the Trades Council.
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Community Workforce Agreement 27 City of Santa Ana
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EXHIBIT 2
ARTICLE 15
WORKING,CONDITIONS
Section 15.1 Meal and Rest Periods There will be no nonworking times established during
working hours except as may be required by applicable state law or regulations. Meal periods and
Rest periods shall be as provided for in Wage Order 16, .Individual coffee containers will be
permitted at the employees' work location; however, there will be no organized coffee breaks.
Section 15.2 Work Rules The City, the CWA Administrator, and/or relevant Contractor shall
establish such reasonable work rules as they deem appropriate and not inconsistent with this
Agreement. "These rules will be posted at the work sites by the Contractor and may be amended
thereafter as necessary. Failure to observe these rules and regulations by employees may be
grounds for discipline up to and including discharge.
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Section 15.3 Emergency Use of Tools and Equipment There should be no restrictions on the E
emergency use of any tools by any qualified employee or supervisor, or on the use of any tools or
equipment for the performance of work within the jurisdiction, provided the employee can safely
use the tools and/or equipment involved and is compliance with applicable governmental rules and
regulations.
Section 15.4 Access Restrictions for C rs Recognizing the nature of the work being conducted
on the site, employee access by a private automobile may be limited to certain roads and/or parking
areas.
ARTICLE 16
PRE-JOB CONFERENCES
Section 1 G.1 Each Primary Contractor which is awarded.a Construction Contract by the City for
Project Work shall conduct a Pre-Job conference with the appropriate affected Union(s) prior to
commencing work. All Contractors who have been awarded contracts by the Primary Contractor `
shall attend the Pre-Job conli rence. The Trades Council and the CWA Administrator shall be
advised in advance of all such conferences and may participate if they wish. All work assignments
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shall be disclosed by the Primary Contractor and all Contractors at the Pre-Job conference in
accordance with industry practice. Should there be any formal jurisdictional dispute raised under j
Article 8, the CWA Administrator shall be promptly notified, Primary Contractor shall have
available at the Pre-Job conference the plans and drawing for the work to be performed on the
Project. Should additional Project Work not previously included -within the scope of the Project
Work be added, the Contractors performing such work will conduct a separate pre job for such
newly included work.
ARTICLE 17
LAIJORNANAGEMENT COOPERATION
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Section 17.1 Joint Committee The Parties to this Agreement may establish a six(6)person Joint
Administrative CommitteeT(JAC). This JAC shall be comprised of three (3) representatives
selected by the City and three (3) representatives selected by the Trades Council to monitor
Community Workforce Agreement 28 City of Santa Ana
EXHIBIT 2
compliance with the terms and conditions of this Agreement and to recommend amendments to
this Agreement,with the exception of the dollar threshold specified in Section 2.2(a)and the term
of this Agreement under Section 22.1,when doing so would be to the mutual benefit of the Parties.
Each representative shall designate an alternate who shall serve in his or her absence for any
purpose contemplated by this Agreement.A quorum will consist of at least two (2)representatives
selected by the City and at least two (2)representatives selected by the Trades Council. For voting
purposes,only an equal number of City and Union representatives present may constitute a voting
quorum.
Section 17.2 .Functions of Joint Committee The Committee shall meet on a schedule to be
determined by the Committee or at the call of the joint chairs,to discuss the administration of the
Agreement, the progress of the Project, general labor management problems that may Arise, and
any other matters consistent with this Agreement. Substantive grievances or disputes arising under
Articles 7, 8 or 10 shall not be reviewed or discussed by this Committee, but shall be processed
pursuant to the provisions of the appropriate Article. The CWA Administrator shall be responsible
for the scheduling of the meetings,the preparation of the agenda topics for the meetings,with input
from the Unions the Contractors and the City.Notice of the date,time and place of meetings, shall j
be given to the Committee members at least three (3) days prior to the meeting. The CWA
Administrator shall prepare quarterly resorts on apprentice utilization and the training and
employment of City residents, and a schedule of Project Work and estimated number of crash
workers needed. The Committee or an appropriate subcommittee, may review such reports and
make any reconimendat ions for improvement, if necessary, including increasing the availability
of skilled trades, and the employment of local residents or other individuals who should be assisted �
with appropriate training to qualify for apprenticeship programs.
ARTICLE 18
SAVINGS AND SEPAP ABILITY
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Section 18.1 5avings Clause It is not the intention of the City, the CWA Administrator,
Contractor orthe Union parties to violate any laws governing the subject matter ofthis Agreement. 1
The Parties hereto agree that in the event any provision of this Agreement is finally held or j
determined to be illegal or void as being in contravention of any applicable law or regulation, the
remainder of the Agreement shall remain in full force and effect unless the part or parts so found
to be void are wholly inseparable from the remaining portions of this Agreement. Further, the
Parties agree that if and when any provision(s) of this Agreement is finally held or determined to
be illegal or void by a court of competent jurisdiction, the Parties will promptly enter into
negotiations concerning the substantive effect of such decision for the purposes of achieving
conformity with the requirements of any applicable laws and the intent ofthe Parties hereto.If the
legality of this Agreement is challenged and any form of injunctive relief is granted by any court,
suspending temporarily or permanently the implementation of this Agreement, then the Parties j
agree that all Project Work that would otherwise be covered by this Agreement should be
continued to be bid and constructed without application of this Agreement so that there is no delay
or interference with the ongoing planning, bidding and construction of any Project Work.
Section 18.2 Effect of Injunctions or Other Court_Orders The Parties recognize the right of the
City to withdraw, at its absolute discretion., the utilization of the Agreement as part of any bid
Community Workforce Agreement 29 City of Santa Ana
EXHIBIT 2
specification should a Court of competent jurisdiction issue any order, or any applicable statute
which could result, temporarily or .permanently in delay of the bidding, awarding and/or
construction on the Project. Notwithstanding such an action by the City, or such court order or
statutory provision, the Parties agree that the Agreement shall remain in full force and the fact on
covered Project Work to the maximum extent legally possible.
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ARTICLE 14
WAIVER
A waiver of or a failure to assert any provisions of this Agreement by any or all of the Parties
hereto shall not constitute a waiver of such provision for the future. Any such waiver shall not
constitute a modification of the Agreement or change in the terms and conditions of the Agreement
and shall not relieve, excuse or release any of the Parties from any of their rights, duties or
obligations hereunder.
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ARTICLE 20
AMENDMENTS
The provisions of this Agreement can be renegotiated, supplemented, rescinded or otherwise
altered only by mutual agreement in writing, hereafter signed by the negotiating Parties hereto. In
the event of any conflict or ambiguity between this Agreement and any Attachment or exhibit, the
provisions of this Agreement shall govern.
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ARTICLE 21
DURATION Ql;THE AGREEMENT
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Section 21.1 Duration
21.1.1 This Agreement shall be effective from the date signed by all Parties and shall
remain in effect fora period of ten(10)years. Any covered Project Work awarded during the term
of this Agreement shall continue to be covered hereunder, until completion of the Project Work,
notwithstanding the expiration date of this Agreement.
21.1.2 This Agreement may be extended by written mutual consent of the City,as directed
by the City Council and the signatory Unions for such further periods as the Parties shall agree to.
Section 22.2 Turnover anti Final Acce Lance of Completed Work
22.11 Construction of any phase, portion, section, or segment of Project Work shall be
deemed complete when such phase, portion, section or segment has been turned over to the City I
by the Contractor and the City has accepted such phase, portion, section, or segment. As areas and
systems of the Project are inspected and construction-tested and/or approved and accepted by the
City or third parties with the approval of the City, the Agreement shall have no further force or 1
effect on such items or areas, except when the Contractor is directed by the City to engage and
repairs or modifications required by its contract(s)with the City.
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Community Workforce Agreement 30 City of Santa.Ana
EXHIBIT 2
22.2.2 Notice of each final acceptance received by the Contractor will be provided to the
Trades Council with the description of what portion, segment, etc. has been accepted. Final
acceptance may be subject to a"punch" list,and in such case,the Agreement will continue to apply
to each such item on the list until it is completed to the satisfaction of the City and Notice of
Completion is issued by the City or its representative to the Contractor.At the request of the Union,
complete information describing any "punch" list work, as well as any additional work required
of a Contractor at the direction of the City pursuant to Section 22.2.1 above, involving otherwise
turned-over and completed facilities which have been accepted by the City,will be available from
the CWA Administrator.
IN WITNESS whereof the Parties have caused this Community Workforce Agreement to be
executed as of the date and year above stated.
CITY OF SANTA ANA LOS ANGELES/ORANGE COUNTIES
BUILDING & CONSTRUCTION
TRADES COUNCIL
By: By:
Kristine Ridge esto M54rano
City Manager xecutiv Secretary
ATTEST:
By:
Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:
Jose Montoya
Assistant City Attorney
RECOMMENDED BY:
Nabil Saba, F.E.
Executive Director Public Works
Community Workforce Agreement 31 City of Santa Ana
DoCuSign Envelope ID.A3698E7C-2fi1C-43EE-9E88-3D2AB7CC4F74 EXHIBIT 2
LOS ANGELES/ORANGE COOTIES BUILDING AND CONSTRUCTION
TRADES COUNCIL CRAFT.WIONS AND DI TRICT COUNCILS
Asbestos Heat&Frost insulators(Local 5)
Boilermakers (Local 92) -
Bricklayers&Allied Craftworkers(Local 4)
Cement Masons (Local 500) t `
District Council of Laborers vuia o
Electricians(Local441)
4'C
Elevator Constructors(Local 18)
Gunite Workers (Local 345) ?zTt,,.
yy sl
71c.:YpnN IM
Iron Workers (Reinforced-Local 416) M
Iron Workers(Structural-Local 433)
Laborers(Local 300)(remediation)
Laborers(Local 652)
Operating Engineers (Local 12) I
Operating Engineers(Local 12)
Operating Engineers(Local 12) � —•
Painters&Allied Trades DC 36 s.....r.7«
Pipe Trades(Local 250) ow
Pipe Trades(Local 345)
vta t
.€s,.�IW,«
Pipe Trades(Plumbers/Fitters Local 582)
Pipe Trades(Sprinkler Fitters Local 709)
Plasterers (Local 200)
Plaster Tenders Local (1414) UKV,Unk
Roofers & Waterproofers (Local 220)
OeuAlp,«q�
Sheet Metal Workers(Local 105) hAM-R;Iaw
Teamsters (Local 986) ter as
Southwest Mountain States
E7-1
Regional Council of Carpenters
'9t
CoiTununity Workforce Agreement 32 City of Santa Ana
EXHIBIT 2
ATTACHMENT A—LETTER OF ASSENT
To be signed by all contractors awarded work covered by the City of Santa Ana
Community Workforce Agreement prior to commencing work,
[Contractor's Letterhead]
CWA Administrator
City of Santa Ana
1234 address
City, state, zip code
Attn:
Re; Community Workforce Agreement-Letter of Assent
Dear Sir:
This is to confirm that [name of company] agrees to be party to and bound by the City of Santa
Ana Community Workforce Agreement effective June 6, 2023, as such Agreement may, from
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time to time, be amended by the negotiating parties or interpreted pursuant to its terms. Such
obligation to be a party and bound by this Agreement shall extend to all work covered by the
agreement undertaken by this Company on the project and this Company shall require all of its
contractors and subcontractors of whatever tier to be similarly bound for all work within the
scope of the Agreement by signing and furnishing to you an identical letter of assent prior to
their commencement of work.
S incerely.
Warne of Construction Company] I
By. L � Name and Title of Authorized Executive
Con
tractor State License No.: a�
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[Copies of this letter must be submitted to the CW.A Administrator and to the Trades Council �
Consistent with Section 2.6 (b).]
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Community Workforce Agreement 33 City of Santa Ana
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EXHIBIT 2
ATTACHMFNT B
FIRST TIER ZIP CODES (CITY BOUNDARY)
*Some Zip Codes shared with neighboring cities
92701
92702
92703
92704
92705
92706
92707
92711
92712
92725
92735
92799
*92866
*92868
Ih
Community Workforce Agreement 34 City of Santa Ana
EXHIBIT 2
ATTACHMENT B — Continued
SECOND TIER ZIP CODES
RENIAINDER OF ORANGE COUNTY,
Zip city 92626 Costa Mesa
Code92627 Costa Mesa
90620 Buena Park 92628 Costa Mesa
90621 Buena Park 92629 Dana Point
90622 Buena Park 92630 Lake Forest
90623 La Palma 92637 Laguna Woods
90624 Buena Park Huntington
90630 Cypress 2646 Beach
90631 La Habra 92647 Huntington
90632 La Habra Beach
90633 La Habra 9264 Huntington
90680 Stanton Beach
90720 Los Alamitos 92649 Huntington
90721 Los Alamitos Beach
90740 Seal Beach 92650 East Irvine
90742 Sunset Beach 92651 Laguna Beach
90743 Surfside 926S2 Laguna Beach
92602 Irvine 92653 Laguna Hills
92603 Irvine 92654 Laguna Hills
92604 Irvine 92655 Midway City
Huntington 92656 Aliso Viejo
92C05 Beach 92657 Newport Coast
92606 Irvine 92658 Newport Beach
92607 Laguna Niguel 92659 Newport Beach
92609 El Toro 9266 Newport Beach
92610 Foothill Ranch 92661 Newport Beach
92612 Irvine 9266 Newport Beach
92614 Irvine 92663 Newport Beach
92615 Huntington 92672 San Clemente
Beach 92673 San Clemente
92616 Irvine 92674 San Clemente
92617 Irvine San Juan
92618 Irvine �� Capistrano
92619 Irvine 92676 Silverado
92620 Irvine 92677 Laguna Niguel
92623 Irvine 92678 Trabuco
92624 Capistrano Canyon
Beach 92679 Trabuco
92625 Corona Del Mar Canyon
Community Workforce Agreement 35 City of Santa Ana
EXHIBIT 2
92683 Westminster 92823 Brea
2684 Westminster 92825 Anaheim
92685 Westminster 92831 Fullerton
92688 Rancho Santa 92832 Fullerton
Margarita 92833 Fullerton
92690 Mission Viejo 92834 Fullerton
92691 Mission Viejo 92835 Fullerton
92692 Mission Viejo 92836 Fullerton
92693 San Juan 92837 Fullerton
Capistrano 92838 Fullerton
92694 Ladera Ranch 92840 Garden Grove
92697 Irvine 92841 Garden Grove
92698 Aliso Viejo 92842 Garden Grove
92708 Fountain Valley 92843 Garden Grove
92709 Irvine 92844 Garden Grove
92710 Irvine 92845 Garden Grove
92728 Fountain Valley 92 Garden Grove
92780 Tustin 92850 Anaheim
92781 Tustin 92 56 Orange
92782 Tustin 92$57 Orange
92801 Anaheim 92859 Orange
.92802 Anaheim 92$61 Villa Park
92803 Anaheim 92862 Orange
92$04 Anaheim 92863 Orange
92805 Anaheim 92864 Orange
9Z806 Anaheim 9Z 65 Orange
92807 Anaheim 2 66 Qrange
92808 Anaheim 92867 Orange
92809 Anaheim 9211 92868 Orange
Atwood 92$69 Orange
2 12 Anaheim 92870 Placentia
92814 Anaheim 92871 Placentia
92815 Anaheim 92885 Yorba Linda
92816 Anaheim 92886 Yorba Linda
92817 Anaheim 92887 Yorba Linda
92821 Brea 92899 Anaheim
92822 Brea
Community Workforce Agreement 36 City of Santa Ana
EXHIBIT 2
ATTACHMENT C
CITY OF SANTA ANA
CRAFT REQUEST FORM
TO TI IL CONTRACTOR:Phase complete and fax this form to the applicable union to request craft workers that fulfill the
hiring requirements for this project.After faxing your request,please call the Local to verify receipt and substantiate their
capacity to ftimish workers as specified below.Please print your Fax Transmission Verification Reports and keep copies for your
records.
The City of Santa Ana Community Workforce Agreement establishes a goal that 30%of the total work hours shall
be:
First, from qualified workers residing in those in those U.S. Postal Service zip codes which overlap all of the City
of Santa Ana,as set forth in Attachment B and veterans,regardless of where they reside(Tier 1);and,
Second,qualified workers residing within grange County and individuals who have successfully completed the
Building Trades Multi-Craft Core Curriculum Pre-Apprenticeship Program,regardless of where they reside.
For Dispatch purposes,employees residing within either of these two(2)tiers,as well as Veterans and individuals
who have successfully completed the Building Trades Multi-Craft Core Curriculum Pre-Apprenticeship Program,
regardless of where they reside,shall be referred to as Local Residents.
TO THE UNION:Please complete the"Union Use Only'section on the next page and fax this form back to the requesfing
Contractor. Me sure to retain a copy of this form for your records.
CONTRACTOR USE ONLY
To: Union Local# Fax#( 1 Date:
Cc: CWA Administrator
From: Company: Issued By:
Contact Phone:( 1 Contact Fax:( )
PLEASE PROVIDE ME WITH THE FOLLOWING UNION CRAFT WORKERS.
Local Resident, Number
Craft Classification Journeyman Veteran
( i.e.,plumber,painter, or or of keport Date Report Time
etc.) Apprentice General Dispatch workers
needed
TOTAL WORKERS REQUESTED=
Please have worker(s)report to the following work address indicated below:
Project Name: _ Site: Address:
Report to: _ On-site Tel: Orr-site Fax:
Comment or Special Instructions:
Community Workforce Agreement 37 City of Santa Ana
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EXHIBIT 2
UNIQN USE ONLY
Date dispatch request guest received;
Dispatch received by; !
Classification of worker requested;
Classification of worker dispatched;
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WOHKER REFERRED
Name:
Date worker was dispatched;
Is the worker referred a: (check all that apply)
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JOURNEYMAN Yes No
APPRENTICE .—...'W~� �.V......^
Yes No
LOCAL, RFSIDENT Yes No
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VETERAN Yes No
GENE, AL DISPATCH FROM OUT OF WORK LIST Yes No
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Community Workforce Agreement 38 City of Santa Ana.
EXHIBIT 2
ATTACHMENT D
List of Neutral Arbitrators
Marls Burstein
Fred Horowitz
Najeeb Khoury
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CommunityWorkforce A reeament
9 39 City of Satan Ana
,
EXHIBIT 2
ATTACHMENT"E"
SUBSTANCE ABUSE POLICY
The Parties recognize the problems which drug and alcohol abuse have created in the construction
industry and the need to develop drug and alcohol abuse prevention programs. Accordingly, the j
Parties agree that in order to enhance the safety of the work place and to maintain a drug and
alcohol free work environment, individual Contractors may require applicants or employees to
undergo drug and alcohol testing.
I. It is understood that the use, possession,transfer or sale of illegal drugs, narcotics,
or other unlawful substances, as well as being under the influence of alcohol and the possession or
consuming alcohol is absolutely prohibited while employees are on the Contractor's job premises
or while working on any jobsite in connection with work performed under the Community
Workforce Agreement ("CWA").
2. No Contractor may implement a drug testing program which does not conform in
all respects to the provisions of this Policy.
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3. No Contractor may implement drug testing at any jobsite unless written notice is
given to the Union setting forth the location of the jobsite, a description of the project under �
construction, and the name and telephone number of the Project Work Supervisor. Said notice
shall be addressed to the office of each Union signing the CWA. Said notice shall be delivered in
person or by registered mail before the implementation of drug testing. Failure to give such notice
shall make any drug testing engaged in by the Contractor a violation of the CWA, and the
Contractor may not implement any form of drug testing at such jobsite for the following six
months.
4. An employer who elects to implement drug testing pursuant to this Agreement shall
require all employees on the Project Work to be tested. With respect to individuals who become 1
employed on the Project Work subsequent to the proper implementation of this drug testing j
program, such test shall be administered upon the commencement of einployment on the project,
whether by referral from a Union Dispatch Office, transfer from another project, or another
method. Individuals who were employed on the project prior to the proper implementation of this
drug testing program may only be subjected to testing for the reasons set forth in Paragraph 5(i.)
(1) through 5(0 (3) of this Policy. Refusal to undergo such testing shall be considered sufficient j
grounds to deny employment on the project.
5. The following procedure shall apply to all drug testing:
a. The Contractor may request urine samples only. The applicant or employee
shall not be observed when the urine specimen is given. An applicant or employee, at his or her
sole option, shall, upon request, receive a blood test in lieu of a urine test. No employee of the
Contractor shall draw blood from a bargaining unit employee,touch or handle urine specimens, or
in any way become involved inthe chain of custody of urine or blood specimens.A Union Business j
Representative, subject to the approval of the individual applicant or employee, shall be permitted
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Community Workforce Agreement 40 City of Santa Ana
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EXHIBIT 2
to accompany the applicant or employee to the collection facility to observe the collection,
bottling, and sealing of the specimen.
b. The testing shall be done by a laboratory approved by the Substance Abuse
&Mental Health Services Administration(SAMHSA), which is chosen by the Contractor and the
Union.
C. An initial test shall be performed using the Enzyme Multiplied
Immunoassay Technique (EMIT). In the event a question or positive result arises from the initial
test, a confirmation test must be utilized before action can be, taken against the applicant or
employee. The confirmation test will be by Gas Chromatography Mass Spectrometry (GC/MS).
Cutoff' levels for both the initial test and confirmation test will be those established by the
SAMHSA. Should these SAMHSA levels be changed during the course of this agreement or new
testing procedures are approved,then these new regulations will be deemed as part of this existing
agreement. Confirmed positive samples will be retained by the testing laboratory in secured long-
term frozen storage for a minimum of one year. Handling and transportation of each sample must
be documented through strict chain of custody procedures.
d. In the event of a confirmed positive test result the applicant or employee
may request, within forty-eight 4 Y q � y xght ( 8) hours, a sample of ]its/her specimen ".
p ho�x� the testing
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laboratory for purposes of a second test to be performed at a second laboratory, designated by th
Union and approved by SAMHSA. The retest must be performed within ten (10) days of the j
request. Chain of custody for this sample shall be maintained by the Contractor between the
original testing laboratory and the Union's designated laboratory. Retesting shall be performed at
the applicant's or employee's expense. In the event of conflicting test results the Contractor may
require athird test,
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e. If, as a result of the above testing procedure, it is determined that an
applicant or employee has tested positive, this shall be considered sufficient grounds to deny the
applicant or employee his/her employment on the Project Work.
. No individual who tests negative for drugs or alcohol pursuant to the above
procedure and becomes employed on the Protect Work shall again be subjected to drug testing I
with the following exceptions:
I. Employees who are involved in industrial accidents resulting in
damage to plant, property or equipment or iniury to him/herself or others may be tested pursuant
to the procedures stated hereinabove.
2. 'f'he Contractor may test employees following thirty (30) days
advance written notice to the employees) to be tested ,and to the applicable Union. Notice to the
applicable Union shall be as set forth in Paragraph 3 above and such testing shall be pursuant to
the procedures stated hereinabove.
3. The Contractor may test an employee where the Contractor has
reasonable cause to believe that the employee is impaired from performing his/her job, Reasonable
Community Workforce Agreement 41 City
of Santa Ana
EXHIBIT 2
cause shall be defined as exhibiting aberrant or unusual behavior,the type of which is a recognized
and accepted symptom of impairment(i,e., slurred speech, unusua 1 lack of muscular coordination,
etc.). ,Such behavior must be actually observed by at least two persons, one of whom shall be a
Supervisor who has been trained to recognize the symptoms of drug abuse or impairment and the
other of whom shall be the job steward. If the job steward is unavailable or there is no job steward
on the project the other person shall be a member of the applicable Union's bargaining unit.Testing
shall be pursuant to the procedures stated hereinabove. Employees who arc tested pursuant to the f
exceptions set forth in this paragraph and who test positive will be removed from the Contractor's
payroll.
g. Applicants or employees who do not test positive shall be aid f
P p or all time
lost while undergoing drug testing. Payment shall be at the applicable wage and benefit rates set
forth in the applicable Union's Master Labor Agreement. Applicants who have been dispatched
from the Union and who are not put:to work pending the results of a test will be paid waiting time
until such time as they are put to work. It is understood that an applicant must pass the test as a
condition of employment. Applicants who are put to work pending the results of a test will be
considered probationary employees.
6. The employers will be allowed to conduct periodic job site drug testing on the
Project under the following conditions:
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a. The entire jobsite must be tested, including any employee or subcontractor's
employee who worked on that project three (3)working days before or after the date of the test; '1
b. Jobsite testing cannot commence sooner than thirty (30) days after start of
the work on the Project;
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c. Prior to start of periodic testing, a business representative will be allowed
to conduct an educational period on company time to explain periodic jobsite testing program to
affected employees;
d. Testing shall be conducted by a SAMHSA certified laboratory, pursuant to
the provisions set forth in Paragraph 5 hereinabove.
e. Only two periodic tests may be performed in a twelve month period.
7, It is understood that the unsafe use of prescribed medication, or where the use of {
prescribed medication impairs the employee's ability to perform work, is a basis for the Contractor
to remove the employee from the jobsite.
8. Any grievance or dispute which may arise out of the application of this Agreement
shall be subject to the grievance and arbitration procedures set forth in the CWA.
9. The establishment or operation of this Policy shall not curtail any right of any I
employee found in any law, rule or regulation. Should any part of this Agreement be found
unlawful by a court of competent jurisdiction or a public agency having jurisdiction over the
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EXHIBIT 2
parties, the remaining portions of the Agreement shall be unaffected and the parties shall enter
negotiations to replace the affected provision.
10, Present employees, if tested positive, shall have the prerogative for rehabilitation
program at the employee's expense. When such program has been successfully completed the
Contractor shall not discriminate in anyway against the employee.lfwork for which the employee
is qualified exists lie/sloe shall be reinstated.
11. The Contractor agrees that results of urine and blood tests performed hereunder will
be considered medical records held confidential to the e t x ent permitted or required p b law. Such
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records shall not be released to any persons or entities other than designated Contractor
representatives and the applicable Union. Such release to the applicable Union shall only be
allowed upon the signing of a written release and the information contained therein shall not be
used to discourage the employment of the individual applicant or employee on any subsequent
occasion.
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12. The Contractor shall indemnify and hold the Union harmless against any and all
claims, demands, suits,or liabilities that may arise out of the application of this Agreement and/or
any program permitted hereunder.
13. Employees who seek voluntary assistance for substance abuse may not be �
disciplined for seeking such assistance. Requests from employees for such assistance shall remain
confidential and shall not be revealed to other employees or management personnel without the
employee's consent. Employees enrolled in substance abuse programs shall be subject to all
Contractor rules, regulations and job performance standards with the understanding; that an
employee enrolled ill such a prograrn is receiving, treatment for an illness.
14. This Memorandum, of Understanding shall constitute the only Agreement in effect I
between the parties concerning drug and alcohol abuse, prevention and testing. Any modifications
thereto must be accomplished pursuant to collective bargaining negotiations between the parties.
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EXHIBIT 2
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DRUG ABUSE PREVENTION AND DETECTION
APPENDIX A
CUTOFF LEVELS
SCREENING SCREENING CONFIRMATION CONFIRMATION
DRUG METHOD LEVEL ** METHOD LEVEL
a
.Alcohol EMIT 0.02% CG/MS 0.02%
Amphetamines EMIT 1000 ng/m* CG/MS 500 ng/ml*
Barbiturates EMIT 300 ng/ml CG/MS 200 ng/ml
Benzodiazepines EMI']' 300 ng/ml C(3/MS 300 ng/ml
Cocaine EMIT 300 ng/ml* CG/MS I50 ng/ml*
Methadone EMIT 300 ng/ml CG/MS 100 ng/ml
Methaclualone EMIT 300 ng/ml CG/MS 300 ng/ml
Opiates EMIT 2000 ng/ml* CG/MS 2000 ng/ml* 1
PCP (Phencyclidine) EMIT 25 ng/ml* CG/MS 25 ng/ml*
THC(Marijuana) EMIT 50 ng/ml* CG/MS 15 ng/ml*
Propoxyphene EMIT 300 ng/ml CG/MS 100 ng/ml
* SAMHSA specified threshold
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** A sample reported positive contains the Indicated drug at or above the cutoff level for
that drug. A negative sample either contains no drug or contains a drug below the cutoff level.
EMIT - Enzyme Immunoassay
CC/MS - Gas Chromatography/Mass Spectrometry
Community Workforce Agreement 44 City of Santa Ana
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EXHIBIT 2
SIDE l:,E",mt OF AGREEMENT
TESTING POLICY FOR DRUG.ABUSE
It is hereby agreed between the parties hereto that an Contractor who has otherwise properly
implemented drug testing, as set forth in the Testing Policy for Drug Abase, shalt have the right
to offier are applicant or employee a"quick" drug screening test. This "quick"screen test shall
consist either of the"ICUP" urine screen or similar test or an oral screen test. The applicant or
employee shall have the absolute right to select either of the two "quick"screen tests, or to reject
both and request a#:Gall drug test.
An applicant or employee who selects one of the quick screen tests, and who passes the test,
shall be put to work immediately. An applicant or employee who fails the "quick" screen test, or
who rejects the quick screen tests, shall be tested pursuant to the procedures set forth in the
`Testing Policy for Drug Abuse. 'rho sample used for the "quick" screen test shall he discarded
immediately upon conclusion of the test. An applicant or employee shall not he deprived of any
rights granted to thean by the Testing Policy for Drug Abuse as a result of any occurrence related
to the"quick" screen test.
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Community Workforce Agreement 45 City of Santa Ana