HomeMy WebLinkAbout03 HOPWA Ex 2COOPERATIVE AGREEMENT BETWEEN
TILE SANTA ANA HOUSING AUTHORITY AND
AIDS SERVICES rOUNDATION ORANGE COUNTY
This Cooperative Agreement entel-ed into this 15` day of rely, 2012, which date is
enumerated for purpose of reference only, is by and between the City of Santa Ana
Housing Authority ("Holfsing Authority"), and t11e Aids Services Foundation Orange
County ("Contractor"). TDis Agreement shall be administered by the Santa Ana Housing
AUthoI'1ty.
RECITALS:
A. The City of Santa Ana ("City") on behalf of all jurisdictions in Orange
County, has been desiglaated to receive grant fiu~Iding provided by the U.S. Department of
Housing and Urban Developme~~t ("HUD") pursuant to the Housing Opportunities far
Persons With. AIDS ("IIOPWA") Program.
B. City has entered into a HOPWA grant agreement with HUD.
C. City has entered into an agreement with the Santa Ana Housing Authority
("Project Sponsor").
D. Project Sponsor will provide services to support the Tenant-Based Rental
Assistance Prograan which consists of financial eligibility of tenants, HQS inspections,
and ~Ilancial responsibility far Dousing assistance payments to landlords.
E. Project Sponsor has entered into an agreement with Contractor for Contractor
to provide services to support the Tcl~ant Based Rel~Ital Assistance Program by
maintaining the wait list and con~rmil~g disability status as defined in the Administrative
Plan.
F. 'I,he parties have cooperatively written atld agree to an Administrative Plan
which identifies guideli~~es for the operation of tDe HOPWA Tenant-Based Rental
Assistance Program.
NOW, THEREI~ORC, the parties mutually agree as follows:
I. ALTERATION OE TERMS
A. The parties anticipate tDat this Agreement may be amended, or followed by additional
agreements, to implement additional services and funding of the type covered by
this Agreet7~ent.
B. This Agreement fully expresses all understanding of Project Sponsor and
Co~~tractor with respect to the subject matter of this Agreement, and shall constitute
the total Agreement between the parties for these purposes. No addition to, or
Exhibit 2
alteration of, the terms of this Agr-eeal~rent, whether written or verbal, shall be valid
unless made in writing and formally approved and executed by all parties.
II. SERVICES
A. Santa Arta I-lousing Authority shall serve as "HQPWA Project Sponsor"
for the purpose of providing Tenant-Based IZental Assistance to persons
disabled due to HIVIAI~DS residing in Orange County.
B. Nothing in this Agreemer~rt s11a11 prevent the Project Sponsor from entering
into one oz• more agreements with the other agencies or contractors within
the County, if deemed necessary and advisable to do so by the Project
Sponsor; provided however, the obligations and rights covered by this
Agreement shall riot be altered or reduced, except as mutually agreed to in
writing by Project Sponsor and Contractor.
C. Contractor shall conduct au ongoing assessment of the Tenant Based
Rental Assistance Program.
D. Contractor shall assure the adequate provision of application intake and
maintez~ancc of the Tenant Based Rental Assistance Program wait list.
Contractor will also verify disabilities due to HIV status of each applicant.
E. Contractor shall comply with such other terms and conditions, including
record keeping and reports for program monitoring and evaluation
purposes, as IIUD may establish for purposes of carrying out
the program in an effective and efficient n~ar~ner. Contractor shall forward
quarterly naz~rative reports to the Project Sponsor identifying
accomplishments as I:IOPWA Contractor for Tenant~Based Rental
Assistance for persons with fIIV disease. These reports are to be
submitted ire cor~jzznction with payment/cost repor-ts identified in Section
IV of this Agreement along with a suznrrza~y of program budgets and
financial disburscr~~cnts made Linder the terms of this Agreement.
I{. "Contract Of~cer•s" means the City's Housing Manager or designee, and
Contractor's designee.
III. BUDGET
The following budget is an estin7ate only of the cost of providing the services hereunder
for the term July 1, 201.2 lhror€gh June 30, 2013. This budget maybe modified by mutual
written agreement of tl~c C~,or~tract Officers.
Administration
2
Exhibit 2
$12,000.00
~,
TOTAL {Maximum Obligation) $12,000.00
IV. PAYMENTSICOST RI~PORT
A. Project Sl~onsot~ shall pay Contractor for the actual casts of providing the
administration of services hereiuldez•, provided, however, the total of all payments
to Contractor shall not exceed the Maximum Obligation as specified in Section III
of the Agreement.
B. Contractor shall invoice Project Sponsor zxzonthly in arrears, based on the
actual cost of providing and cozztracting for the services hereunder. Project
Sponsor shall pay Coc~iractoz- no later than thirty (30} days following receipt of
such invoice. Monthly payments arc ini:erizn payments only, and are
subject to 1-final settlement azad reconciliation to the final Cost Report submitted
by Contractor.
C. All billi~~gs by Contractoz• shall be accompanied by copies of source
documentation. including, but not limited to, journals, time sheets, canceled
checks, and records of cost iz~cun-ed by Contractor in the performance of this
Agreement.
D. At such tines and in such a forz3~at as the Contract Officers rrzutually agree in
writing, Contractor shall prepare and submit to Project Sponsor reports of cost
incurred by Co~7tractor in the performance of this Agreement.
>/. 7'he Cost Report(s) shall be financial and statistical reports(s) submitted by
Contractor to Project Sponsor, and shall sezve as the basis for final Settlement of
this Agreeme~~t. The Cost Reports(s) shall detail all costs incurred by Contractor
to provide services hereunder.
F. Final Settlement shall be based upon t17e actual costs incurred by Contractor
to provide services he~•eunder. If the Cast Reports} indicates the total
of Project Sponsor's payments to Contractor are less than Contractor's cost to
provide the services hereunder, Project Sponsor shall pay Contractor the
difference; provided, however, the total payz7~ent shall not exceed the Maximuzxz
Obligation. if the Cost Reports} indicates the total of Project Sponsor's
payments to Contractor are higher than Contractor's cost of providing the services
hereru~der, Cot~iractor shall pay l'rojcct Sponsor the difference. Payment due
pursuant to the Cost Reports} shall be made within thirty (30) days of the Final
Settlenle~lt detcrn~ination.
G. Any funds not expended by fiscal year end, June 30, 2013 shall be returned io
Project Sponsor. Said unexpended fiu~ds shall be reallocated by City through the
I:IOPWA Prograzz~.
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Exhibit 2
x
V. DISPUTE RESOLUTION
A. Any party may give ti~~ritten notice to the other setting forth in specific terms the
existence arld nattu•e of any unresolved n~zatter or cazlcez'n related to the puzposes and
obligations of this Agreezl~ent. Such ziotice shall be provided ley and to the Contract
Officers on behalf of the parties. The Officers shall have fifteen (l5) working days
following such notice to obtain resolution of any issues(s) identified in this manner;
provided, howevcr•, by ra~utual consent this pez•iod of time zxzay be extended to thirty
(30) clays.
B. If t11e Officers are unable to obtaiz~z resolution of the issue{s}, they shall submit a joint
written State-7~ent describing the facts of the issue, within thirty (30) days after the
written notice described above to the Executive Director A.S. Foundation Orange
County and to City's I-Io~rsing Manager for resolution. If the Officers are unable to
prepare a joint siatenzcnt, each shall submit separate statements to the previously
listed within the thirty (30} day period. Suclz persons shall meet and make their best
effoz•l to resolve the matter witl~ir~ thirty {30) days following submission ofthe
statczner7ts. Resolution of the dispute, or lack thereof, by the Executive Director A. S.
Foundation Orange Coiinly and the Santa Ana I-lousing Manager shall be documented
in the farm. of written correspondence exchanged by such persons within ten {10)
days following tl~cir n~ceiing.
VI. INDEMNIFICATION
Each party agrees to indemnify, defend, anti hold harmless the other party, its
officers, agents and employees Pi-on`z all liability, claims, losses and demands, including
defense costs, whether resulti~ag from court action. or otherwise, arising out of the acts or
omissions of tl7e indemnifying party, its officers, agents or employees or the condition of
property used in the l~er~formance of this Agreement.
VII. INSURANCE
With respect to per~lormar~ce of work unclcr this Agreement, Contractor shall maintain
and shall. z-ecluire its subcontractors, if any, to maintain insurance as described below:
1. Wor:ker's compens~~ltion insurance within statutory legal limits, and
2. Cozl~razer~cial General. Liability insuuance with limits of not less than
$1,000,000 per accidentlincident.
Contractor shall: (a} prior to exercising any right under this Agceen~zent, furnish properly
executed certificates of- insurance az~d additional insured endorsement to the Project
Sponsor which shall clearly evidence all coverages required above; (b) provide that; such
insurance shall zlot be materially changed oz• terminated except on 30 days prior written
notice to the Project Sponsor; (c) maintain such insurance for the period covered by this
4
Exhibit 2
Agreement; and (d) rel~(ace such certificates for policies expiring pz•ior to the expiration
of dais Agreement.
VIII. INSPECTIONS AND AUDITS
A. Any authorized repeescn[ative of Project Sponsor, the Comptroller General of the
United States, the LJxzited States Department of Housing and Urbazz Development or any
of their authorized repa-eseniatives, shall. have access to City books, documents, records,
which such persons cleenz pertinent to this Agreement, for the purpose of conducting an
audit, evaluation, or examination, or making transcripts duz•ing the periods of retention set
forth in the RecordslConfidentialityparagraph of this Agreement and the premises in
which they are provided.
B. Project Sponsor shall. actively participate and cooperate with any persons specified in
subparagraph A above in any evaluations or monitoring of the services provided pursuant
to the Agreement, and shall. provide the above n~zentioned persons adequate office space
to conduct such evaluation or monitoring.
IX. LICENSES AND LAW
A. Contractor, its ofliccrs, agents, employees, and subcontractors shall, throughout the
term of this Agreement, aa~aintain all nc~essary licenses, permits, approvals,
certificates, waivers ar~d exczllptions necessary for the provision of the services
hereu~~der and required by the laws anti z•egulations oftl~e United States, State of
California, City, and any other applicable govea•nz~~ental agencies.
B. Contractor shall comply with all laws, rules, or regulations applicable to the services
provided hereunder, as any naay now exist or be hereafter changed. These laws, rules,
and regulations shall include, but z~ot limited to tl~e following:
United States Code (U.S.C.), title 42, Section 12901-12912, AIDS Housing
opportunity Act.
2. Code of lAederal Regulations {CF'R), Title 24, Part 574, Hnztsing
Opportunities for Persons with AIDS.
Ofhce of l1~Ianagement and Budget (OMB} Circular No. A-122, Cost
Principles for nonprofit organizations.
4. OMB Circular No, Awl 33, Audits of Institutions of Higher Education and
Other Nonpralit Institz~tions.
Exhibit 2
IX. NONDISCRIMINATION
A. En-zployment -Contractor warrants that it has developed and does maintain an
Affir€1-€ative Actio€~ program. for employment which includes goals and timetables for
employment of wome€~ a€rcl minorities, which program. meets the Affirtnaiive Action
Guidelines oftlze I;edcrai Eclual Opportzmity Commission and all appropriate state
laws and regz€lations.
B. Services, Benefzts, 4znd I~~zcilities ~--Contractor, nor any of their subcontractors, shall
discrimizlate in the provision of services, the allocation. of benefits, or in the
accommodatiozl in facilities on the basis of ethnic group identification, race, religion,
ancestry, creed, colaۥ, sex, marital status, national origin, age, sexual preference,
medical condition, or physical or mental 17andicap in accordance with Title VI of the
Civil Rights Act of 1964, A2 U.S.C. ~ZOOOd az~d alt other pertinent rules and
regulations promulgated pursuant tl~creto, and as otherwise provided by state law and
regulations, as all zl~ay €aow exist or be hereafter amended or changed.
C. Disabled Individuals --Project Sponsor and Contractor and their contractors shall
agree to comply ~~~it11 the provisions of Section 504 of the Rehabilitation Act of 1973
(20 U.S.C. "794 et seq., as iz~~plcmented in 45 CI~R 84.1 et seq.), pertaining to the
prohibition of discrinainatio€~ against qualified handicapped persons in all programs or
activities, as they exist now oz- a~zay be hereafter amended together with succeeding
legislation.
D. Retaliation Contractor, nor its employees, agents, or contractors shall intimidate,
coerce or take atlveۥse action against any person for the purpose of interfering with
rights secured by fe<ler~.il or state: laws, or because such person has filed a complaint,
certified, assisted oz' oti~erwise participated iz1 an investigation, proceeding, hearing or
any other activity undertaken to enforce rights secured by federal or state law.
X. NOTICES
A. Unless otherwise specified, all notices, claims, correspondence, reports andlor
statements authorized or required by this Agreement shall be effective when
written az~d clel~osited in the United States nail, first class postage prepaid and
addressed as specified in this Agreement.
B. Termination Notices shall be effective whe€~ written and deposited in the United
States mail, certified, return receipt requested, and addressed as specified below.
C. ror purposes of this Agۥeeznent, any notice to be provided by Project ,Sponsor
~r~ay be given by its Contract Officer.
Notices to Project Sponsor and Contractor shall, unless otherwise requested in writing, be
sent by U.S. Mail, postage prepaid, and addressed as follows:
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Lxl~ibit 2
~.
Colltractol•:
Project Sponsor:
A.S. Foundation Orange C;ou17ty Sa11ta Ana Housing Authority
Phil Yaeger Attn: I-lousing Manager
17982 Slcy Park Circle, Suite ;l 20 Civic Center Plaza {M-27}
Trvine, CA 92C 14 Santa Ana, CA 92701
Xl. RECORDSICONFlI~1NTIALITY
A. T11e parties, a11d any srll~coniractors, shall prepare and 117aintain any records required
bylaws, regulations, and procedures ap111ica111e to their responsibilities under this
Agl•eennellt.
B. T11e parties agree to maintai-1 the confiidcntiality of any retards which pertain to this
Agl-eenlent i11 accordance with applicable state and federal laws and regulations.
Financial retards rclatccl to this Agree~1ne11t shall be maintained for two (2} years after
terllnll?atlOn Of t111S Agl'Ce117e11t.
XII. SEVZ/RABILITY
Tf a court of competent,jul•isdictiol7 declares any provision of this Agreement or
application dlereof to any person or circulalstances to be ilnvalid or if any provision of
this Agreement contravenes any federal, state or county statute, ordinance, or regulation,
t11e rennaining provisialls o f this Agreement or the application thereof shall remain valid,
and the 1-e111aiuing provisions of this Agreenlelnt shall reln1ai11 in fiill force and effect, and
to that extent the provisions of this Agreement are severable.
XIl[. S'I~ATUS OF CONTRACTOR
Aids Services Foundation Orange County is, and at all times shall be deemed to be,
an independent contractor and s11a11 be wholly responsible for the manner in which it
performs the services required by the terms of this Agreement. A.S. Foundation Orange
County is, and at all times shall be deemed to be, entirely responsible for compensating
staff and consultants enlploycd by A.S. lollndation Orange County. This Agreement
shall not be construed fls creating the rclatiol~ship of employer and employee, ar principal
and agent, between A.S. Foundation Orange County and Project Sponsor employees,
agents, of subcontractors. A.S. Fo~nldation Orange County assumes exclusively the
responsibility for t11e acts of its employees, agents or subcontractors as they relate to the
services to be providec~l du3~ing the course and scope of their elnploynnent. A.S.
Foundation Orange County, its agents, employees, or subcontractors, shall not be entitled
to any 1-ights or privileges of Project Slnonsor employees and shall not be considered in
any n1a11ncr to be Project Sponsor e111ployees.
Exhibit 2
X1V. NON-ASSIGNABILITY AND DELEGATION
Contractor shall riot assig~~ any rights ur~dea- this Agreement except upon written
author•iatiorl from Project Sponsor.
XV. TERM
The term of this Agrecn~ent shall commeatce 7uly 1, 2012 and terminate June 30,
2013, unless terminated earlier as provided in this Agreement; provided, however, A.S.
Foundation Orange County shall be obligated to perform such duties as would normally
extend beyond this term, including but not limited to, obligations with respect to
indemnification, audits, reporting and accounting.
XVI. TERIVIINATION
A. Any party may terminate this Agreement, without cause, upon ninety {90) days
writter7 notice given the other parties.
B. Any party may teral~inate this Agreement, upon thirty (30) days written notice given
the other parties for ~7raterial breach after failure to resolve the breach pursuant to the
Dispute Resolutio~~ paragraph of this Agreement.
C. The rights and remedies of Contractor, or the Project Sponsor provided in this
Teral~ination paragraph shall plot be exclusive, arad are in addition to any other rights
and remedies proviclecl by law or under this Agreement.
XVII. TH1RD PARTY BENEFICIARY
No party hereto intends that this Agreement shall create rights hereunder in third
parties including but not limited to any subcontractors or any patients provided services
hereunder.
XVIII. WAIVER OF DEFAULT OR BREACH
Waiver of any def~a~€lt by Contractor or Project Sponsor shall not be considered
a waiver- of any srrbscclr€e€~at default. Waiver of any breach by Contractor or Project
Sponsor of any provision of this Agreement shall not be considered a waiver of any
subseduer~t breach. Waiver of any default of any breach by Contractor or Froject
Sponsor shall not be considered a nlodificatioa~ of the terms of this Agreement.
Exhibit 2 ~'~ ~~
IN WITNESS WHER101~', the }~artics hereto have executed this Agreezxaent the date
stated above.
ATTEST :
Maria D. I~~uzar
Secretary
APPROVED AS TO 1+O~ZM:
Sonia R. Carvalho, City Atton~ey
By: Lisa E. Storclc
Assista~it City Attorj~cy
APPROVED AS TO CONTENT:
Santa Ana Housing Authority
"Project Sponsor"
Nancy T. Edwards
Interim Executive Director
A.S. TOUNDATION ORANGE
COUNTY - "Contractor"
Phil Yaeger
A.S. Foundation Orange County
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Exhi>jit 2