HomeMy WebLinkAbout03 HOPWA Ex 1COOPERATIVE AGREEMENT BETWEEN
THE CT:TY Or SANTA ANA AND
THE SANTA ANA IIOUSING AUTHORITY
This Cooperative Agreement entered into this 1ST day of 3uly, 2012, which date is
enumerated for purpose oP reference only, is by and between the City of Santa Ana
("City"} and the Santa Ana Housing Authority ("Project Sponsor"). This Agreement
shall be administered by the City of Santa Ana.
RECITALS:
A. City on behalf of all jurisdictions in Orange County, has been designated to
receive grant funding provided by tl~e U.S. 17epartrnent of Housing and Urban
Development ("I-IUD"} pru•suant to the I-lousing Opportunities for Persons With AIDS
("I~OPWA") Program; and
B. City has entered into a HOPWA grant agreement with HUD; and
C. Project Sponsor has provided leadership and is responsible for planning and
providing comprehensive I-IIV services for clients throughout Orange County and will
maintain t11e wait list for the; program; and
D. Project Sponsor will provide services to support the Tenant-Based Rental
Assistance Program which consists of f nancial eligibility of tenants, HQS inspections,
and financial responsibility for housing assistance payments to landlords; and
E. The parties have cooperatively written and agree to an Administrative Plan
which identifies guidelines for the operation of the HOPWA Tenant-Based Rental
Assistance Program.
NOW, THEREIiORE, the parties mutually agree as follows:
AL'T'ERATION OF TERMS
A. The parties anticipate that this Agreement may be amended, or followed by additional
agreeialents, to i3l~plement additional services and funding ofthe type covered by
this Agree~l~e~~t.
B. This Agree~~aent fully expresses all understanding of City and Project Sponsor
with respect to the subject matter of this Agreement, and shall constitute
the total Agreejl~ent between the parties for these purposes. No addition to, or
alteration of, the terms of this Agreement, whether written or verbal, shall be valid
unless made in writing and for~l~ally approved and executed by each party.
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Exhibit 1
II. SERVICES
A. City shall serve as "HOPWA Grantee" far the purpose of contracting with
organizations to provide Tenant-Based Rental Assistance to persons disabled
due to I~IIV/AIDS residing in Orange County.
I3. Nothing ica this Agreement shall prevent City froth entering into one or more
agreements with the otllcr agea~cies or contractors within the County, if
deemed necessary acrd advisable to do so by City; provided however, the
obligations and rights covered by this Agreement shall not be altered ar
reduced, except as mutually agreed to in writing by City and Project Sponsor.
C. City shall conduct an ongoing assessment of the Tenant-Based Rental
Assistance ~I'ragram.
D. Project Sponsor shall assru•e file adequate provision of supportive services io
applicantslparticipants to ensure program success.
E. Project Sponsor shall comply with such other terms and conditions, including
record keeping acid c'eports for program n3onitoring and evaluation purposes, as
HUD may establish for purposes of carrying out the program in an effective and
efficient n2an7ier. Annual progress reports will be prepared by Project Sponsor in
a form consistent with HUD publications HUD-40110-C (8194}. In addition,
Project Spoc~sor shall forward quarterly narrative reports to City identifying
accomplishcl~ents as HOPWA Project Sponsor for Tenant-Based Rental
Assistance for persons with HIV disease. These reports are to be submitted in
conjunctio~i with paynientlcost reports identified in Section 1V of this Agreement
along with a sccmmary of progracl~ budgets and financial disbursements made
under the tern~ts of this Agreement.
T~. "Contract Oflicec•s"means the City's Housing Manager or designee and
Project Sponsor's designee.
III. BUDGET
The following bud~;ct is an estimate only of tl~e cost of providing the services hereunder
for the term July 1, 201.2 through Tune 30, 2013. This budget may be modified by mutual
rvritten agreen2ent of the Contract Officers.
Admic~istration $ 42,000.00
Housing Assistance Payments/Program Expense $558,000.00
TOTAL (Maximum Obligatioc~) $600,000.00
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Exl3ibit 1
1V. PAY1V11NTS/COST REPORT
~. l } City shall pay Project Sponsor for the actual costs of providing the
admi~~istration of services hereunder, whether provided directly by
Project Sponsor, provided, however, the total of all
payn~cnts to Project Sponsor shall not exceed the Maximum
Obligation as specified in Section Tll of the Agreement.
2} City shall draw down HOPWA funds designated far rental subsidy
payn~.ents on a n~anthly basis after receipt of certification of
individual of individual tezzant subsidy amounts. After fznal
approval by City, funds will be disbursed to landlords.
13. Project Sponsoj~ shall invoice City monthly exclusive of rental subsidy
payments, in arrears, based on the actual cost of providing and contracting for
the services hea~eimder. City shall pay Project Sponsor no later than thirty (3fl)
days following receipt of such invoice. Monthly payments are interim
payments only, and are subject to final settlement and reconciliation to the
final Cost Report submitted by Project Sponsor.
C. All billings by 1'raject Sponsor s11a11 be accompanied by copies of source
doetnllentation including, but plot Iimitcd to, journals, time sheets, canceled
checlrs, and records of cost incz~rz-ed by Project Sponsor in the performance of
th1S A~re~i]1L'lll.
D. At such times and in such a format as the Contract Officers mutually agree in
writing, Project Sponsor shall. prepare and submit to City xepoz•ts ofcost
incurred by Project Sponsor i~a the perfartnance of this Agreement.
E. The Cost Reports} shall be financial and statistical reports(s) submitted by
Project Sponsor to City, and shall serve as the basis fox final Settlement of this
Agrecn~e~at. `l~l~e Cost Reports(s} shall. detail all costs incurred by Project
Sponsor to pz-ovide services hereunder,
F. Final Settlement shall be based upon the actual costs incurred by Project
Sponsor to provide services hereunder. If the Cost Reports} indicates the total
of City's payments to Project Sponsor are less than Project Sponsor's cost to
provide the services hereunder, City shall pay Project Sponsor the difference;
provided, however, the total payment shall not exceed the Maximum
Obligation. if the Cost Rel~ort(s} indicates the fatal of City's payments to
Project Sponsor arc higher than Project Sponsor's cast of providing the
services hereunder, Proj cct Sponsor shall pay City the difference. Payment
due }~u~~suant to tl~c Cost Report{s) shall be made within thirty (30) nays of
the Final Settlen~ezlt determination.
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l xhibit 1
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G. Any funds ~~ot expended by fiscal year end, Tune 30, 2013 shall be returned to
City. Said unexpended ftu7ds shall be reallocated by City through the
HOPWA Pro~ra~~~.
V. DISPUTE RESOLUTION
A. Any party play gi~rc written notice to the other setting forth. in specific terms the
existence and z~atu~•e of any unresolved n-zatter or concern related to the purposes and
obligations of this Ag~•eement. Such ~aotice shall be provided by and io the Contract
Offzcez-s on behalf of the parties. Tl~c Officers shall have fifteen (15) working days
following such notice to obtain resolution of any issues(s) identified in this manner;
provided, l~owevcr, by mutual consent this period of time maybe extended to thirty
(30} days.
B. If the Officers arc unable to obtain resolution of the issue(s), they shall subrnit a joint
written Statement clescribiz~g the facts of the issue, within thirty (30) days after the
written notice described above to the Executive Director of the Community
Development Agea~cy ("Executive Director"} and to City's Housing Manager for
resolution. I['thc OfCcea-s arc unable to prepare a joint statement, each shall submit
separate state~T~ents to the previously listed within the thirty (30) day period. Such
perso~~s shall. meet a~~cl make their best effort to resolve the matter within thirty (30)
days following submission of the statements. Resolution of the dispute, or lacy
thereof, by tl~c Executive Director az~d the Santa Ana City Manager shall be
documented in tl~e form of written correspondence exchanged by such persons within
ten {10} days following their meeting.
VI. ]NDEMNII'ICATION
Each party agrees to indemnify, defend, and hold harmless the other party, its
ofhcers, agents a~~d employees from all liability, claims, losses and demands, including
defense costs, whether resu3ting lrom court action or otherwise, arising out of the acts or
omissions of the indcinnifyi~~g party, its officers, agents or employees or the condition of
property used iaa tl~e performance ofthis Agreement.
VLL. INSURANCE
With respect to perform~»ZCe of work under this Agreement, Project Sponsor shall
maintain and shall reclui~~e its subcontracto~•s, if any, to maintain insurance as described
below:
1. Worker's compensation insurance within statutory legal limits, and
2. Co~~~n~ercial General Liability insurance with limits of not less than
$1,000,000 per accidentli~lcident.
Project. Sponsor shall; (a} prior to exercisiz~g any right under this Agreement, furnish
properly executed eer-tihcates of insurance anti additional insured endorsement to the City
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I?,xhibit 1 ~<
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which shall clearly evide€zce al] coverages required above; (b) provide that such insurance
shall nat be materially changed or terza~inated except on 30 days prior written notice to
the City; (c} maintain such insurance fo€- the period covered by this Agreement; and (d)
replace such certificates far policies expiring prior to the expiration of this Agreement.
VI11. INSPIC"PIONS AND AUDITS
A. Any autlorized z~epresentative of City, the Comptroller General of the United States,
the United States Department of I-lousing and Urban Development or any of their
authorized representatives, shall have access to City books, docuxrzents, records,
which such persons clcen~ l.~ertine€at to this Agreement, for the purpose of conducting
azz audit, evaluation, or examination, or n~aldng transcripts during the periods of
retentioa~ set forth in the Records/Cent€dcntiality paragraph of this Agreement and the
prez~~ises in which they arc provided.
B. City shall actively participate a€~d cooperate with any persons specified in
subparagraph A above i€7 any evaluation or monitoring of the services pravided
pursuant to the Agreement, and shall provide the above mentioned persons adequate
office space to conduct such evaluation or nonitoring.
IX. Ll_CENSES AND LAW
A. Project Sponsor, its officers, agents, employees, and subcontractors shall, throughout
the term of this Agreement, maintain all necessary licenses, permits, approvals,
certificates, waivers and cxcn~ptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, State of
Califoz-nia, City, and any other applicable governmental agencies.
B. Project Sponsor shall comlaly with all laws, rules, or regulations applicable to the
services provided hcreu€zdcr, as any may now exist or be hereafter changed. These
laws, rules, and regc€lations shall. i€~clude, but not limited to the following:
Unitccl States Cade (U.S.C.}, title 42, Section 12901-12912, AIDS Housing
Opportunity ACt.
2. Code of l~ecleral lZcg~€lations (CrR}, Title 24, Part 5~'4, Housing
Opportunities for I'ersozas with AIDS.
3. Office of Management and Budget (OMB) Circular No. A-122, Cost
Principles l:or nonprofit organizations.
4, OMI3 Circular No. A.-133, Audits of hlstitutions of Higher Education and
Other Nonprofit ]nstitutions.
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>Jxhibit 1.
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la'.. N~ONDI_SCRIMINATION
A. Employment --Project Sponsor warrants that it has developed and does maintain an
Affrn~ative Action program for employment which includes goals and timetables for
employment of women and €~€~inorities, which program meets the Affirmative Action
Guidelines of the ~FGderal Equal Oppoۥtunity Commission and all appropriate state
laws and regulations.
B. Services, Benefits, and l~aci[itics - Project Sponsor and its contractors, shall not
discrin7inate in the provisio€~ of services, the allocation of benefits, or in the
accommodation. in facilities on the basis of ethnic group identification, race, religion,
ancestry, Greed, color, sex, n~arsial status, llatconal arlgln, age, sexual preference,
medical condition, o€~ physical or mental handicap in accordance with Title VI ofthe
Civil EZights Act of 1904, 42 U.S.C. ~2000d and all other pertinent rules and
regl€lations promulgated pursuant thereto, acrd as otherwise provided by state law and
regulations, as all may now exist ar be hereafter amended or changed.
C. Disabled hldividttals Project Spo€~sor and its contractors agree to comply with the
provisions of Sectio€~ 504 of the Rehabilitation Act of 1973 (20 U.S.C. 794 et seq., as
implemented in 45 CI~R X4.1 et seq.}, pertaining to the prohibition of discrimination
against dualified handicapped persons in all programs or activities, as they exist now
or may be hereaftel• amended together with succeeding legislation.
D. Retaliatio€~ -1'rojcct Sponsor and its crnployees, agents, or contractors shall not
intimidate, coerce or take adverse action agai€~ t any person for the purpose of
interfering with rigl~Cs secured by federal or state laws, ar because such person has
filed a complaint, ccrtilied, assisted or otherwise participated in an investigation,
proceeding, hearing or any other activity L€ndertaleen to enforce rights secured by
federal or state h€w.
X. NOTICES
A. Unless otherwise speci~hcd, all notices, claims, correspondence, reports andlor
statements authorized or required by this Agreement shall be effective when
writte€1 and deposited in the United States mail, first class postage prepaid and
addressed as specified i€~ this Agree~a~.ent.
I3. Termination Notices shall be effective when written and deposited in the United
States €~~ail, ce€-tified, €-etul-n receipt requested, and addressed as specified below.
C. l~or purposes of this Agreen~cni:, any notice to be provided by City maybe given
by Co~ltract OI~Iicers.
Notices to City and Pc•oject Sponsor shall, unless otherwise requested in writing, be sent by
U.S. Mail, postage prepaid, and addressed as follows:
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Exhibit 1
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city of Santa Ana
Altll: Executive Director CDA
2p Civic Center Plaza (lVI-25)
Santa Ana, GA )2701
I~107ect SpO11S01':
Santa Atla Housing Authority
Attn: Housing Manager
20 Civic Center Plaza {M-27}
Santa Ana, CA 92701
XI. RECORDS/CONFIDENTIALITY
A. The parties, and any subcontractors, shall prepare and maintain any records required
by laws, regulations, and procedures applicable to their responsibilities under this
Agreen-]ent.
B. The parties agree to maintain the confidentiality of any records which pertain to this
Agreclncllt ill accordance with applicable state and federal laws and regulations.
Financial records related to this Agreement shall be maintained for two {2} years after
terlWination of this Agreelllellt.
XII. SF,VERABILITY
If a court of competent j Lu•isciictiotl decIares any provision of this Agreement or
application. thereof to any person or circumstances to be invalid or if any provision of
this Agreement colliravenes Duly federal, state or couxlty statute, ordinance, or regulation,
the renlaillitlg pl~ovisians of this Agreement or the application thereof shall remain valid,
and the re-naining p]ovisions of this AgreclWent shall remain in full farce and effect, and
to that extent the provisions of this Agreement are severable.
X1II. S"I~ATUS OF CONTRACTOR
Tl~te I-lousing Authority is, alld at all times shall be deemed to be, an independent
contractor alld shall lze wholly responsible for the ]Wanner in which they perform the
services required by the tcrnls of this Agreement. The Housing Authority is, and at all
tinges shall be deemed to bc, entirely responsible for compensating staff and consultants
elllployed by the l-lousing Authority. TElis Agreement shall not be construed as creating
the relationship oi' employer and employee, or principal and agent, between City and the
Housing Authority employees, agents, or subcontractors. The Housing Authority
assumes exclusively the responsibility for the acts of its employees, agents or
subcontractors as they relate to the services to be provided during the course and scope of
their employment. 7'he 1-lousing Authority, its agents, employees, or subcontractors, shall
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Exhibit 1
not be entitled to any rights or privileges of City ezaaployees az~d shall not be considered in
any manner to be City en~l.~loyees.
XIV. NON-ASSIGNABILITY AND DELEGATION
Project Spo~asor shell ~1ot assign any rights under this Agreement except upon
written authorization t~i~om City.
XV. TERM
The ter~aa of this Agrcc~zaent shall con~naence July 1, 2012 and terminate June 30,
2013, unless terminated earlier as provided iza dais Agreement; provided, however, the
Santa Ana Housing Authority shall be obligated to perform. such duties as would
aaoz-mally extend beynncl dais tcr~aa, including but not limited to, obligations with respect
to indornnifzcation, audits, reporting and accouzating.
XVI. TERMINATION
A. Any party play terminate this Agreement, without cause, upon ninety (90j days
writte~l notice given the other parties.
B. Any party naay terminate this Agreczaaent, upon thirty (30} days written notice given
the other parties for material breach after failure to resolve the broach pursuant to the
Dispute Resolution paragraph of dais Agreezaaezat.
C. The rights and remedies of City and the Housing Authority provided iza dais
Termination paz•agraph shall not be exclusive, and are in addition to any other rights
and remedies provided by law or under dais Agreement.
XVII. THIRD PARTY BENEFICIARY
No party hereto intends that this Agrecnaezat shall create rights hereunder iza third
parties including but cant limited to any subcozltractors or any patients provided services
laereundcr.
NVIII, WAIVER QF DEFAULT OR BREACH
Waiver of any default the Il.ousiaag Authority or City shall not be considered
a waiver of any subsequent default. Waivea• of az~y breach by the Housing Authority or
City of any provision of dais Agreement shall zlot be considered a waiver of any
subsequent breach. Waiver of ally default of any breach by tlae Idousing Authority or
City shall aaot be considered a modificatinn of the terms of this Agreement.
Iaxhibit 1 R~,
IN WITNESS WHERIOI~, i~~e parties hereto have exec~ited this Agreement the date
stated move.
AT'T'EST:
Maria D. IIL~izar
Clerk of the Coti€~~cil
APPRO'4'ED AS TO F012M:
Sonia R. Carvall~o, City Attorney
By: Lisa E. Storck
Assistant City Attonney
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Exl~ii~it I
APPROVED AS TO CONTENT:
Paul Walters
Interun City Manager
i30USiNG AUTHORITY
Nancy T. Edwards
Interim Executive Director