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21-1207_ORANGE, COUNTY OF_Grant Agreement #21-23-0007-PLHACounty of Orange Page 1 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA CONTRACT #21-23-0007-PLHA FOR FISCAL INCENTIVES FOR THE DEVELOPMENT OF AFFORDABLE RENTAL HOUSING GRANT AGREEMENT BETWEEN COUNTY OF ORANGE AND CITY OF SAN JUAN CAPISTRANO CFDA# FAIN# PROGRAM/SERVICE TITLE FUNDING AGENCY 14.218 Permanent Local Housing Allocation (PLHA)/Low Income Senior Accessibility Modifications State of California Department of Housing and Community Development DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 2 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA Table of Contents RECITALS ............................................................................................................................................................ 7 General Terms and Conditions:........................................................................................................................... 9 A. Governing Law and Venue: .................................................................................................................... 9 B. Entire Contract: ....................................................................................................................................... 9 C. Amendments: ............................................................................................................................................ 9 D. Intentionally left blank ............................................................................................................................ 9 E. Delivery: .................................................................................................................................................... 9 F. Acceptance Payment: ............................................................................................................................... 9 G. Intentionally left blank: ........................................................................................................................... 9 H. Patent/Copyright Materials/Proprietary Infringement: ...................................................................... 9 I. Assignment: ............................................................................................................................................ 10 J. Non-Discrimination: .............................................................................................................................. 10 K. Termination: ........................................................................................................................................... 10 L. Consent to Breach Not Waiver: ............................................................................................................ 10 M. Independent Subrecipient: .................................................................................................................... 10 N. Performance Warranty: ........................................................................................................................ 10 O. Insurance Requirements: ...................................................................................................................... 11 P. Changes: .................................................................................................................................................. 14 Q. Change of Ownership/Name, Litigation Status, Conflicts with County Interest: ............................ 14 R. Force Majeure: ....................................................................................................................................... 15 S. Confidentiality: ....................................................................................................................................... 15 T. Compliance with Laws and State of California – Department of General Services Standard Agreement (STD 213): ........................................................................................................................... 15 U. Intentionally left blank .......................................................................................................................... 15 V. Severability: ............................................................................................................................................ 15 W. Attorney Fees: ........................................................................................................................................ 16 X. Interpretation: ........................................................................................................................................ 16 Y. Employee Eligibility Verification: ........................................................................................................ 16 Z. Indemnification: ..................................................................................................................................... 16 AA. Audits/Inspections: ................................................................................................................................. 16 BB. Contingency of Funds: ........................................................................................................................... 17 CC. Expenditure Limit:................................................................................................................................. 17 Additional Terms and Conditions: .................................................................................................................... 18 1. Scope of Contract: .................................................................................................................................. 18 2. PLHA Reuse Plan: ................................................................................................................................. 18 3. Term of Contract.................................................................................................................................... 18 DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 3 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA 4. Renewal: .................................................................................................................................................. 18 5. Maximum Obligation: ........................................................................................................................... 18 6. Amendments - Changes/Extra Work: . ................................................................................................ 18 7. Breach of Contract:................................................................................................................................ 18 8. Conditions Affecting Work: .................................................................................................................. 19 9. Civil Rights: ............................................................................................................................................ 19 10. Conflict of Interest – Subrecipient’s Personnel: .................................................................................. 19 11. Conflict of Interest – County Personnel:.............................................................................................. 19 12. Consulting Contract – Follow-On Work: ............................................................................................ 19 13. Project Manager, County: ..................................................................................................................... 20 14. Subrecipient’s Project Manager and Key Personnel: ......................................................................... 20 15. Subrecipient Personnel – Reference Checks: ...................................................................................... 20 16. Data – Title To ........................................................................................................................................ 20 17. Licenses ................................................................................................................................................... 21 18. Disputes – Contract: .............................................................................................................................. 21 19. EDD Independent Subrecipient Reporting Requirements: ............................................................... 21 20. Emergency/Declared Disaster Requirements: ..................................................................................... 22 21. Errors and Omissions: ........................................................................................................................... 22 22. Non-Supplantation of Funds: ................................................................................................................ 23 23. Satisfactory Work .................................................................................................................................. 23 24. Access and Records: ............................................................................................................................... 23 25. Signature in Counterparts ..................................................................................................................... 24 26. Reports/Meetings.................................................................................................................................... 24 27. Subcontracting: ...................................................................................................................................... 24 28. Equal Employment Opportunity: ......................................................................................................... 24 29. Gratuities ................................................................................................................................................ 25 30. News/Information Release: ................................................................................................................... 25 31. Notices ..................................................................................................................................................... 25 32. Ownership of Documents ...................................................................................................................... 26 33. Precedence: ............................................................................................................................................. 26 34. Termination – Orderly: ......................................................................................................................... 26 35. County Branding Requirements – Publicity, Literature, Advertisement and Social Media: ......... 26 Program Specific Terms and Conditions: ......................................................................................................... 28 36. Debarment:. ............................................................................................................................................ 28 37. Lobbying: ................................................................................................................................................ 28 38. Fraud: ...................................................................................................................................................... 28 39. Fiscal Appropriations: ........................................................................................................................... 28 DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 4 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA 40. Fiscal Accountability: ............................................................................................................................ 28 41. Performance Standards: ........................................................................................................................ 29 42. Budget Schedule: .................................................................................................................................... 29 43. Payment Requirements: ........................................................................................................................ 29 44. Modification of Budget: ......................................................................................................................... 31 45. Annual Audit: ......................................................................................................................................... 31 46. Drug Free Workplace: ........................................................................................................................... 32 47. D-U-N-S Number and Related Information: ....................................................................................... 32 48. Program Income: ................................................................................................................................... 32 49. Performance: .......................................................................................................................................... 33 50. Performance Monitoring: ...................................................................................................................... 33 51. Administrative and Related Requirements: .......................................................................................... 34 52. Definitions: ............................................................................................................................................. 43 53. Recitals:. .................................................................................................................................................. 44 Signature Page ..................................................................................................................................................... 45 DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 5 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA ATTACHMENTS Attachment A - Scope of Services Attachment B - Payment/Compensation Attachment C - Budget Schedule Attachment D - Staffing Plan Attachment E - Performance Standards Attachment F - State of California – Department of General Services Standard Agreement (STD 213) and Exhibits A, B, C, D, and E thereto EXHIBITS Exhibit 1– OC Community Resources Contract Reimbursement Policy Exhibit 2 – Drug Free Workplace Certification Exhibit 3 – Debarment and Suspension Certificate Exhibit 4 – Disclosure Form to Report Lobbying Exhibit 5 – Certification Regarding Lobbying Exhibit 6- Paseo Adelanto Mixed Use Summary DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 6 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 7 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA Contract # 21-23-0007-PLHA with City of San Juan Capistrano for Development of Affordable Rental Housing This Contract # 21-23-0007-PLHA for Development of Affordable Rental Housing (hereinafter referred to as “Contract”) is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California; hereinafter referred to as “County” and City of San Juan Capistrano, D-U-N-S # 960583185, a California Municipality, with a place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 (hereinafter referred to as “Subrecipient”), with County and Subrecipient sometimes referred to as “party” or collectively as “parties”. ATTACHMENTS This Contract is comprised of this document and the following Attachments, which are attached hereto and incorporated by reference into this Contract: Attachment A – Scope of Services Attachment B – Payment/Compensation Attachment C – Budget Schedule Attachment D – Staffing Plan Attachment E - Performance Standards Attachment F - State of California – Department of General Services Standard Agreement (STD 213) and Exhibits A, B, C, D, and E thereto RECITALS WHEREAS, Subrecipient and County are entering into this contract for the use of Permanent Local Housing Allocation (“PLHA”) funds as a Fiscal Incentive for the Development of an Affordable Rental Housing project provided that Subrecipient has made an equal or greater investment in the project. The County fiscal incentive shall be in the form of a grant to an affordable housing project; and WHEREAS, Subrecipient agrees to contract with an Affordable Housing Developer for the development of affordable housing as further set forth in the Scope of Service, attached hereto as Attachment A; and WHEREAS, County agrees to pay Subrecipient based on the schedule of fees set forth in Payment/Compensation, attached hereto as Attachment B; and WHEREAS, Subrecipient agrees to manage allotted funding set forth in the Budget Schedule, attached hereto as Attachment C; and DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 8 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA WHEREAS, Subrecipient agrees to provide staff set forth in Staffing Plan, attached hereto as Attachment D; and WHEREAS, Subrecipient agrees to meet the Performance Standards requirements set forth in attached hereto as Attachment E; and WHEREAS, Subrecipient agrees to meet the State of California – Department of General Services Standard Agreement (STD 213) requirements set forth in attached hereto as Attachment F; and NOW, THEREFORE, the Parties mutually agree as follows: DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 9 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA ARTICLES General Terms and Conditions: A. Governing Law and Venue: This Contract has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county. B. Entire Contract: This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County’s Contract Administrator. C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. D. Intentionally left blank E. Delivery: Time of delivery of goods or services is of the essence in this Contract. County reserves the right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed Scope of Services. Acceptance of any part of the order for goods shall not bind County to accept future shipments nor deprive it of the right to return goods already accepted at Subrecipient’s expense. Over shipments and under shipments of goods shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all goods or services have actually been received and accepted in writing by County. F. Acceptance Payment: Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the goods/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance. G. Intentionally left blank: H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Subrecipient shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Subrecipient warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Subrecipient agrees that, in DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 10 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA accordance with the more specific requirement contained in paragraph “Z” below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees. I. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Subrecipient without the express written consent of County. Any attempt by Subrecipient to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract. J. Non-Discrimination: In the performance of this Contract, Subrecipient agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Subrecipient acknowledges that a violation of this provision shall subject Subrecipient to penalties pursuant to Section 1741 of the California Labor Code. K. Termination: In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty for cause or after 30 days’ written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of the Subrecipient. Exercise by County of its right to terminate the Contract shall relieve County of all further obligation. L. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. M. Independent Subrecipient: Subrecipient shall be considered an independent contractor and neither Subrecipient, its employees, nor anyone working under Subrecipient shall be considered an agent or an employee of County. Neither Subrecipient, its employees nor anyone working under Subrecipient shall qualify for workers’ compensation or other fringe benefits of any kind through County. N. Performance Warranty: Subrecipient shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County’s satisfaction. Subrecipient shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services furnished by the Subrecipient under this Contract. Subrecipient shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Subrecipient shall be fully responsible for all work performed by subcontractors. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 11 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA O. Insurance Requirements: Prior to the provision of services under this Contract, the Subrecipient agrees to purchase all required insurance at Subrecipient’s expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Subrecipient agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit with the County during the entire term of this Contract. In addition, all subcontractors performing work on behalf of Subrecipient pursuant to this Contract shall obtain insurance subject to the same terms and conditions as set forth herein for Subrecipient. Subrecipient shall ensure that all subcontractors performing work on behalf of Subrecipient pursuant to this Contract shall be covered under Subrecipient’s insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Subrecipient. Subrecipient shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Subrecipient under this Contract. It is the obligation of Subrecipient to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be MAINTAINED by Subrecipient through the entirety of this Contract for inspection by County representative(s) at any reasonable time. All self-insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any self- insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County’s Risk Manager, or designee, upon review of Subrecipient’s current audited financial report. If Subrecipient’s SIR is approved, Subrecipient, in addition to, and without limitation of, any other indemnity provision(s) in this Contract, agrees to all of the following: 1) In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resulting from Subrecipient’s, its agents, employee’s or subcontractor’s performance of this Contract, Subrecipient shall defend the County at its sole cost and expense with counsel approved by Board of supervisors against same; and 2) Subrecipient’s duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and 3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Subrecipient’s SIR provision shall be interpreted as though the Subrecipient was an insurer and the County was the insured. If the Subrecipient fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract. Qualified Insurer The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 12 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA preferred, but not mandatory, that the insurer be licensed to do business in the State of California (California Admitted Carrier). If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings. The policy or policies of insurance maintained by the Subrecipient shall provide the minimum limits and coverage as set forth below: Coverage Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage $1,000,000 per occurrence for owned, non-owned and hired vehicles Workers Compensation Statutory Employers Liability Insurance $1,000,000 per occurrence Network Security & Privacy $1,000,000 per claims-made Liability Professional Liability $1,000,000 per claims-made $1,000,000 aggregate Sexual Misconduct $1,000,000 per occurrence Employee Dishonesty $100,000 per occurrence Required Coverage Forms The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad. Required Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: 1) An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County of Orange its elected and appointed officials, officers, agents and employees as Additional Insureds, or provide blanket coverage, which will state AS REQUIRED BY WRITTEN Contract. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 13 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA 2) A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Subrecipient’s insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non- contributing. The Network Security and Privacy Liability policy shall contain the following endorsements which shall accompany the Certificate of Insurance: 1) An Additional Insured endorsement naming the County of Orange, its elected and appointed officials, officers, agents and employees as Additional Insureds for its vicarious liability. 2) A primary and non-contributing endorsement evidencing that the Subrecipient’s insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing. The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees or provide blanket coverage, which will state AS REQUIRED BY WRITTEN Contract. All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. The County of Orange shall be the loss payee on the Employee Dishonesty coverage. A Loss Payee endorsement evidencing that the County of Orange is a Loss Payee shall accompany the Certificate of Insurance. Subrecipient shall notify County in writing within thirty (30) days of any policy cancellation and ten (10) days for non-payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the Contract, upon which the County may suspend or terminate this Contract. If Subrecipient’s Professional Liability and Network Security & Privacy Liability are “Claims- Made” policy(ies), Subrecipient shall agree to maintain coverage for two (2) years following the completion of the Contract. The Commercial General Liability policy shall contain a severability of interests clause also known as a “separation of insureds” clause (standard in the ISO CG 0001 policy). DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 14 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA Insurance certificates should be forwarded to the agency/department address listed on the solicitation. If the Subrecipient fails to provide the insurance certificates and endorsements within seven (7) days of notification by the Contract Administrator, award may be made to the next qualified vendor. County expressly retains the right to require Subrecipient to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County. County shall notify Subrecipient in writing of changes in the insurance requirements. If Subrecipient does not deposit copies of acceptable Certificates of Insurance and endorsements with County incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to Subrecipient, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Subrecipient's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer. P. Changes: Subrecipient shall make no changes in the work or perform any additional work without the County’s specific written approval. Q. Change of Ownership/Name, Litigation Status, Conflicts with County Interest: Subrecipient agrees that if there is a change or transfer in ownership of Subrecipient’s business prior to completion of this Contract, and the County agrees to an assignment of the Contract, the new owners shall be required under terms of sale or other instruments of transfer to assume Subrecipient’s duties and obligations contained in this Contract and complete them to the satisfaction of the County. County reserves the right to immediately terminate the Contract in the event the County determines that the assignee is not qualified or is otherwise unacceptable to the County for the provision of services under the Contract. In addition, Subrecipient has the duty to notify the County in writing of any change in the Subrecipient’s status with respect to name changes that do not require an assignment of the Contract. The Subrecipient is also obligated to notify the County in writing if the Subrecipient becomes a party to any litigation against the County, or a party to litigation that may reasonably affect the Subrecipient’s performance under the Contract, as well as any potential conflicts of interest between Subrecipient and County that may arise prior to or during the period of Contract performance. While Subrecipient will be required to provide this information without prompting from the County any time there is a change in Subrecipient’s name, conflict of interest or litigation status, Subrecipient must also provide an update to the County of its status in these areas whenever requested by the County. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 15 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA The Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to the Subrecipient, this obligation shall apply to the Subrecipient’s employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. The Subrecipient’s efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers in the performance of their duties. R. Force Majeure: Subrecipient shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Subrecipient gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Subrecipient avails himself of any available remedies. S. Confidentiality: Subrecipient agrees to maintain the confidentiality of all County and County- related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Subrecipient and Subrecipient’s staff, agents and employees. T. Compliance with Laws and State of California – Department of General Services Standard Agreement (STD 213): Subrecipient represents and warrants that services to be provided under this Contract shall fully comply, at Subrecipient’s expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively “laws”), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Subrecipient agrees to perform its obligations under this Contract in a manner consistent with State of California – Department of General Services Standard Agreement (STD 213) and Exhibits A, B, C, D, and E thereto (“State PLHA Agreement”) and, to the extent applicable , comply with the obligations in the State PLHA Agreement. The State PLHA Agreement is attached to this Contract as Attachment F and the terms of the State PLHA Agreement are made applicable to Subrecipient and incorporated herein by this reference. Subrecipient acknowledges that County is relying on Subrecipient to ensure such compliance, and pursuant to the requirements of paragraph “Z” below, Subrecipient agrees that it shall defend, indemnify and hold County and County Indemnitees (defined below) harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws and/or the State PLHA Agreement. U. Intentionally left blank V. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 16 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA W. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney’s fees, costs and expenses. X. Interpretation: This Contract has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract. Y. Employee Eligibility Verification: The Subrecipient warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The Subrecipient shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. The Subrecipient shall retain all such documentation for all covered employees for the period prescribed by the law. The Subrecipient shall indemnify, defend with counsel approved in writing by County, and hold harmless, the County, and its County Indemnitees, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the Subrecipient or the County or County Indemnitees, any combination of the three in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. Z. Indemnification: Subrecipient agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Subrecipient pursuant to this Contract. If judgment is entered against Subrecipient and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Subrecipient and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. AA. Audits/Inspections: Subrecipient agrees to permit the County’s Auditor-Controller or the Auditor-Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Subrecipient for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 17 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection. The County reserves the right to audit and verify the Subrecipient’s records before final payment is made. Subrecipient agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Subrecipient agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Subrecipient agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Subrecipient cease to exist as a legal entity, the Subrecipient’s records pertaining to this Contract shall be forwarded to the County’s Project Manager. BB. Contingency of Funds: Subrecipient acknowledges that funding or portions of funding for this Contract may be contingent upon State budget approval; receipt of funds from, and/or obligation of funds by, the State of California Department of Housing and Community Development (HCD) to County; receipt of funds from the Department of Housing and Urban Development (“HUD”), and inclusion of sufficient funding for the services hereunder in the budget approved by County’s Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty. CC. Expenditure Limit: The Subrecipient shall notify the County of Orange assigned Contract Administrator in writing when the expenditures against the Contract reach 75 percent of the dollar limit on the Contract. The County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on the Contract unless a written and approved change order to cover those costs has been issued. Board of Supervisor approval may be required. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 18 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA Additional Terms and Conditions: 1. Scope of Contract: This Contract specifies the contractual terms and conditions by which the County will procure from Subrecipient the Accessibility Improvement Reimbursement Program and related services, as described herein, and further detailed in the Scope of Services (“Attachment A”) which is incorporated herein by this reference. 2. PLHA Reuse Plan: This Contract specifies the contractual terms and conditions by which the Subrecipient will use Program Income and/or Recaptured Funds received from the Developer as Residual Rent Receipts, as described herein, and further detailed in the PLHA Reuse Plan (“Attachment A, Section F”) which is incorporated herein by this reference. 3. Term of Contract: This Contract shall commence upon execution by both Parties and continue through for five years from Contract execution date, unless otherwise terminated by the County. 4. Renewal: This Contract may be renewed only pursuant to a duly executed amendment. 5. Maximum Obligation: The total Maximum Obligation of County to the Subrecipient for the cost of services provided in accordance with this Contract is $1,347,776.40, with individual Maximum Obligation budgets for each Fiscal Year as further detailed in the Budget Schedule, identified and incorporated herein by this reference as Attachment “C”. 6. Amendments - Changes/Extra Work: The Subrecipient shall make no changes to this Contract without the County’s written consent. In the event that there are new or unforeseen requirements, the County has the discretion with the Subrecipient’s concurrence, to make changes at any time without changing the scope or price of the Contract. If County-initiated changes or changes in laws or government regulations affect price, the Subrecipient’s ability to deliver services, or the project schedule, the Subrecipient will give County written notice no later ten (10) days from the date the law or regulation went into effect or the date the change was proposed and Subrecipient was notified of the change. Such changes shall be agreed to in writing and incorporated into a Contract amendment. Said amendment shall be issued by the County-assigned Contract Administrator, shall require the mutual consent of all Parties, and may be subject to approval by the County Board of Supervisors. Nothing herein shall prohibit the Subrecipient from proceeding with the work as originally set forth or as previously amended in this Contract. 7. Breach of Contract: The failure of the Subrecipient to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract: a) Terminate the Contract immediately, pursuant to Section K herein; b) Afford the Subrecipient written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach; DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 19 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA c) Discontinue payment to the Subrecipient for and during the period in which the Subrecipient is in breach; and Offset against any monies billed by the Subrecipient but yet unpaid by the County those monies disallowed pursuant to the above. 8. Conditions Affecting Work: The Subrecipient shall be responsible for taking all steps reasonably necessary, to ascertain the nature and location of the work to be performed under this Contract; and to know the general conditions which can affect the work or the cost thereof. Any failure by the Subrecipient to do so will not relieve Subrecipient from responsibility for successfully performing the work without additional cost to the County. The County assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by the County are expressly stated in the Contract. 9. Civil Rights: Subrecipient attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, Section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975 as amended; Title II of the Americans with Disabilities Act of 1990, and other applicable State and Federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability. 10. Conflict of Interest – Subrecipient’s Personnel: The Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the County. This obligation shall apply to the Subrecipient; the Subrecipient’s employees, agents, and subcontractors associated with accomplishing work and services hereunder. The Subrecipient’s efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of the County. 11. Conflict of Interest – County Personnel: The County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. The Subrecipient shall not, during the period of this Contract, employ any County employee for any purpose. 12. Consulting Contract – Follow-On Work: No person, firm, subsidiary or subcontractor of a firm that has been awarded a consulting services contract or a contract which includes a consulting component may be awarded a Contract for the performance of services, the purchase of goods or supplies, or the provision of any other related action which arises from or can reasonably be deemed an end-product of work performed under the initial consulting to consulting-related Contract. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 20 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA 13. Project Manager, County: The County shall appoint a Project Manager to act as liaison between the County and the Subrecipient during the term of this Contract. The County’s Project Manager shall coordinate the activities of the County staff assigned to work with the Subrecipient. The County’s Project Manager, in consultation and agreement with the County, shall have the right to require the removal and replacement of the Subrecipient’s Project Manager and key personnel. The County’s Project Manager shall notify the Subrecipient in writing of such action. The Subrecipient shall accomplish the removal within three (3) business days after written notice from the County’s Project Manager. The County’s Project Manager shall review and approve the appointment of the replacement for the Subrecipient’s Project Manager and key personnel. Said approval shall not be unreasonably withheld. The County is not required to provide any additional information, reason or rationale in the event it requires the removal of Subrecipient’s Project Manager from providing further services under the Contract. 14. Subrecipient’s Project Manager and Key Personnel: Subrecipient shall appoint a Project Manager to direct the Subrecipient’s efforts in fulfilling Subrecipient’s obligations under this Contract. This Project Manager shall be subject to approval by the County and shall not be changed without the written consent of the County’s Project Manager, which consent shall not be unreasonably withheld. The Subrecipient’s Project Manager, in consultation and agreement with County, shall be assigned to this project for the duration of the Contract and shall diligently pursue all work and services to meet the project time lines. The County’s Project Manager shall have the right to require the removal and replacement of the Subrecipient’s Project Manager from providing services to the County under this Contract. The County’s Project Manager shall notify the Subrecipient in writing of such action. The Subrecipient shall accomplish the removal within five (5) business days after written notice by the County’s Project Manager. The County’s Project Manager shall review and approve the appointment of the replacement for the Subrecipient’s Project Manager. The County is not required to provide any additional information, reason or rationale in the event it The County is not required to provide any additional information, reason or rationale in the event it requires the removal of Subrecipient’s Project Manager from providing further services under the Contract. 15. Subrecipient Personnel – Reference Checks: The Subrecipient warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to adequately perform the work under this Contract. Subrecipient’s employees assigned to this project must meet character standards as demonstrated by background investigation and reference checks, coordinated by the agency/department issuing this Contract. 16. Data – Title To: All materials, documents, data or information obtained from the County data files or any County medium furnished to the Subrecipient in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Subrecipient after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 21 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA 17. Licenses: At its own expense, Subrecipient and its subcontractors, if any, shall, at all time during the term of this Contract, maintain in full force and effect such licenses or permits as may be required by the State of California or any other government entity. Subrecipient and his subcontractors, if any, shall strictly adhere to, and obey, all governmental rules and regulations now in effect or as subsequently enacted or modified, as promulgated by any local, State, or Federal governmental entity. 18. Disputes – Contract: A. The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Subrecipient’s Project Manager and the County‘s Project Manager, such matter shall be brought to the attention of the Contract Administrator by way of the following process: 1. The Subrecipient shall submit to the agency/department assigned Contract Administrator a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision. 2. The Subrecipient’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Subrecipient shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Subrecipient believes the County is liable. B. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Subrecipient agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Subrecipient’s failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the Director. If the County fails to render a decision within 90 days after receipt of the Subrecipient’s demand, it shall be deemed a final decision adverse to the Subrecipient’s contentions. Nothing in this section shall be construed as affecting the County’s right to terminate the Contract for cause or termination for convenience as stated in Section K herein. 19. EDD Independent Subrecipient Reporting Requirements: Effective January 1, 2001, the County of Orange is required to file in accordance with subdivision (a) of Section 6041A of the Internal Revenue Code for services received from a “service provider” to whom the County pays $600 or more or with whom the County enters into a contract for $600 or more within a single calendar year. The purpose of this reporting requirement is to increase child support collection by helping to locate parents who are delinquent in their child support obligations. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 22 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA The term “service provider” is defined in California Unemployment Insurance Code Section 1088.8, Subparagraph B.2 as “an individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the State.” The term is further defined by the California Employment Development Department to refer specifically to independent Subrecipients. An independent Subrecipient is defined as “an individual who is not an employee of the ... government entity for California purposes and who receives compensation or executes a contract for services performed for that ... government entity either in or outside of California.” The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships, and limited liability companies. Additional information on this reporting requirement can be found at the California Employment Development Department web site located at http://www.edd.ca.gov/Employer_Services.htm 20. Emergency/Declared Disaster Requirements: In the event of an emergency or if Orange County is declared a disaster area by the County, State or Federal government, this Contract may be subjected to unusual usage. The Subrecipient shall service the County during such an emergency or declared disaster under the same terms and conditions that apply during non- emergency/disaster conditions. The pricing quoted by the Subrecipient shall apply to serving the County’s needs regardless of the circumstances. If the Subrecipient is unable to supply the goods/services under the terms of the Contract, then the Subrecipient shall provide proof of such disruption and a copy of the invoice for the goods/services from the Subrecipient’s supplier(s). Additional profit margin as a result of supplying goods/services during an emergency or a declared disaster shall not be permitted. In the event of an emergency or declared disaster, emergency purchase order numbers will be assigned. All applicable invoices from the Subrecipient shall show both the emergency purchase order number and the Contract number. 21. Errors and Omissions: All reports, files and other documents prepared and submitted by Subrecipient shall be complete and shall be carefully checked by the professional(s) identified by Subrecipient as Project Manager and key personnel attached hereto, prior to submission to the County. Subrecipient agrees that County review is discretionary and Subrecipient shall not assume that the County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Subrecipient’s reports, files and other written documents, the reports, files or documents will be returned to Subrecipient for correction. Should the County or others discover errors or omissions in the reports, files or other written documents submitted by the Subrecipient after County approval thereof, County approval of Subrecipient’s reports, files or documents shall not be used as a defense by Subrecipient in any action between the County and Subrecipient, and the reports, files or documents will be returned to Subrecipient for correction. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 23 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA 22. Non-Supplantation of Funds: Subrecipient shall not supplant any Federal, State, or County funds intended for the purposes of this Contract with any funds made available under this Contract. Subrecipient shall not claim reimbursement from County for, or apply sums received from County with respect to, that portion of its obligations which have been paid by another source of revenue. Subrecipient agrees that it shall not use funds received pursuant to this Contract, either directly or indirectly, as a contribution or compensation for the purposes of obtaining Federal, State, or County funds under any Federal, State, or County program without prior written approval from the County. 23. Satisfactory Work: Services rendered hereunder are to be performed to the written satisfaction of County. County’s staff will interpret all reports and determine the quality, acceptability and progress of the services rendered. 24. Access and Records: A. County, the State of California and the United States Government and/or their representatives, shall have access, for purposes of monitoring, auditing, and examining, to Subrecipient’s activities, books, documents and papers (including computer records and emails) and to records of Subrecipient’s subcontractors, consultants, contracted employees, bookkeepers, accountants, employees and participants related to this Contract. Subrecipient shall insert this condition in each Contract between Subrecipient and a subcontractor that is pursuant to this Contract shall require the subcontractor to agree to this condition. Such departments or representatives shall have the right to make excerpts, transcripts and photocopies of such records and to schedule on site monitoring at their discretion. Monitoring activities also may include, but are not limited to, questioning employees and participants and entering any premises or onto any site in which any of the services or activities funded hereunder are conducted or in which any of the records of Subrecipient are kept. Subrecipient shall make available its books, documents, papers, financial records, etc., within three (3) days after receipt of written demand by Director which shall be deemed received upon date of sending. In the event Subrecipient does not make the above referenced documents available within the County of Orange, California, Subrecipient agrees to pay all necessary and reasonable expenses incurred by County, or County’s designee, in conducting any audit at the location where said records and books of account are maintained. B. Records Retention. All accounting records and evidence pertaining to all costs of Subrecipient and all documents related to this Contract shall be kept available at Subrecipient’s office or place of business for the duration of this Contract and thereafter for five (5) years after completion of an audit. Records which relate to: (1) complaints, claims, administrative proceedings or litigation arising out of the performance of this Contract; or (2) costs and expenses of this Contract to which County or any other governmental department takes exception, shall be retained beyond the five (5) years until final resolution or disposition of such appeals, litigation, claims, or exceptions. C. Liability. Subrecipient shall pay to County the full amount of County’s liability to the State or Federal government or any department thereof resulting from any disallowance DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 24 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA or other audit exceptions to the extent that such liability is attributable to Subrecipient’s failure to perform under this Contract. 25. Signature in Counterparts: The Parties agree that separate copies of this Contract and/or electronic signatures and handwritten signatures may be signed by each of the Parties, and this Contract will have the same force and effect as if the Original had been signed by all the Parties. 26. Reports/Meetings: The Subrecipient shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in this contract. The County’s Project Manager and the Subrecipient’s Project Manager will meet on reasonable notice to discuss the Subrecipient’s performance and progress under this Contract. If requested, the Subrecipient’s Project Manager and other project personnel shall attend all meetings. The Subrecipient shall provide such information that is requested by the County for the purpose of monitoring progress under this Contract. 27. Subcontracting: No performance of this Contract or any portion thereof may be subcontracted by the Subrecipient without the express written consent of the County. Any attempt by the Subrecipient to subcontract any performance of this Contract without the express written consent of the County shall be invalid and shall constitute a breach of this Contract. In the event that the Subrecipient is authorized by the County to subcontract, this Contract shall take precedence over the terms of the Contract between Subrecipient and subcontractor and shall incorporate by reference the terms of this Contract. The County shall look to the Subrecipient for performance and indemnification and not deal directly with any subcontractor. All work performed by a subcontractor must meet the approval of the County of Orange. 28. Equal Employment Opportunity: The Subrecipient shall comply with U.S. Executive Order 11246 entitled, “Equal Employment Opportunity” as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR, Part 60) and applicable State of California regulations as may now exist or be amended in the future. The Subrecipient shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental condition. Regarding handicapped persons, the Subrecipient will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The Subrecipient agrees to provide equal opportunity to handicapped persons in employment or in advancement in employment or otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicaps in all employment practices such as the following: employment, upgrading, promotions, transfers, recruitments, advertising, layoffs, terminations, rate of pay or other forms of compensation, and selection for training, including apprenticeship. The Subrecipient agrees to comply with the provisions of Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of Health and Human Services effective June 3, 1977, and found in the Federal Register, Volume 42, No. 68 dated May 4, 1977, as may now exist or be amended in the future. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 25 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA Regarding Americans with disabilities, Subrecipient agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future. 29. Gratuities: The Subrecipient warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Subrecipient or any agent or representative of the Subrecipient to any officer or employee of the County with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the County shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the County in procuring on the open market any goods or services which the Subrecipient agreed to supply shall be borne and paid for by the Subrecipient. The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. 30. News/Information Release: The Subrecipient agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from the County through the County’s Project Manager. 31. Notices: Any and all notices, requests, demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing, except through the course of the Parties routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in- person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the parties hereto may designate by written notice from time to time in the manner aforesaid. For County: OC Community Resources OC Community Resources Housing and Community Development Contract Development and Management Project Manager Contract Administrator 1501 East St. Andrew Place, 1st Floor 601 N. Ross St., 6th Floor Santa Ana, CA 92705-4930 Santa Ana, CA 92701 For Subrecipient: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Project Manager DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 26 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA 32. Ownership of Documents: The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Subrecipient. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Subrecipient without the express written consent of the County. 33. Precedence: The Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among the Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the exhibits and attachments. 34. Termination – Orderly: After receipt of a termination notice from the County of Orange, the Subrecipient may submit to the County a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by the County upon written request of the Subrecipient. Upon termination County agrees to pay the Subrecipient for all services performed prior to termination which meet the requirements of the Contract, provided, however, that such compensation combined with previously paid compensation shall not exceed the total compensation set forth in the Contract. Upon termination or other expiration of this Contract, each party shall promptly return to the other party all papers, materials, and other properties of the other held by each for purposes of performance of the Contract. 35. County Branding Requirements – Publicity, Literature, Advertisement and Social Media: A. County owns all rights to the name, logos, and symbols of County. The use and/or reproduction of County’s name, logos, or symbols for any purpose, including commercial advertisement, promotional purposes, announcements, displays, or press releases, without County’s prior written consent is expressly prohibited. B. Subrecipient may develop and publish information related to this Contract where all of the following conditions are satisfied: 1. Contract Administrator/assigned Deputy Purchasing Agent provides its written approval of the content and publication of the information at least 30 days prior to Subrecipient publishing the information, unless a different timeframe for approval is agreed upon by the Contract Administrator/assigned Deputy Purchasing Agent; 2. Unless directed otherwise by Contract Administrator/assigned Deputy Purchasing Agent, the information includes a statement that the program, wholly or in part, is funded through County, State and Federal government funds [funds identified as applicable]; 3. The information does not give the appearance that the County, its officers, employees, or agencies endorse: a. any commercial product or service; and, DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 27 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA b. any product or service provided by Contractor, unless approved in writing by Contract Administrator/assigned Deputy Purchasing Agent; and, 4. If Subrecipient uses social media (such as Facebook, Twitter, YouTube or other publicly available social media sites) to publish information related to this Contract, Subrecipient shall develop social media policies and procedures and have them available to the Contract Administrator/assigned Deputy Purchasing Agent. Subrecipient shall comply with County Social Media Use Policy and Procedures as they pertain to any social media developed in support of the services described within this Contract. The policy is available on the Internet at http://www.ocgov.com/gov/ceo/cio/govpolicies. THE REMAINDER OF THE PAGE WAS INTENTIONALLY LEFT BLANK DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 28 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA Program Specific Terms and Conditions: 36. Debarment: Subrecipient certifies that it is not debarred or suspended or otherwise excluded from or ineligible for participation in Federal/State assistance programs in accordance with 29 CFR Part 98, a copy of Debarment and Suspension Certificate which is attached hereto as Exhibit 3 is incorporated herein by this reference. 37. Lobbying: A. Subrecipient shall complete and immediately forward to the County the “Disclosure of Lobbying Activities,” a copy of which is attached hereto as Exhibit 4 and incorporated herein by this reference, if subrecipient, or any person, firm or corporation acting on Subrecipient’s behalf, engaged or engages in lobbying any federal/state office, employee, elected official or agency with respect to this Contract or funds to be received by subrecipient pursuant to this Contract. B. Subrecipient agrees that the funds provided herein shall not be used to promote, directly or indirectly, any political party, political candidate or political activity, except as permitted by law a copy of Certification Regarding Lobbying which is attached hereto as Exhibit 5 is incorporated herein by this reference 38. Fraud: Subrecipient shall immediately report all suspected or known instances and facts concerning possible fraud, abuse or criminal activity under this Contract. Subrecipient shall inform staff and the general public of how to report fraud, waste or abuse through appropriate postings of incident reporting notice. The County’s Anti-Fraud Program can be accessed through: http://ocgov.com/gov/risk/programs/antifraud. 39. Fiscal Appropriations: This Contract is subject to and contingent upon available local, state, and/or federal funds and applicable budgetary appropriations being approved by the County of Orange Board of Supervisors for each fiscal year during the term of this Contract. If such appropriations are not approved, the Contract will be terminated, without penalty to the County. 40. Fiscal Accountability: A. Financial Management System: Subrecipient shall establish and maintain a sound financial management system, based upon generally accepted accounting principles. Subrecipient’s system shall provide fiscal control and accounting procedures that will include the following: i. Information pertaining to the line items as identified in Attachment C to this Contract; ii. Source documentation to support accounting records; and iii. Proper charging of costs and cost allocation. B. Subrecipient’s Record: Subrecipient’s records shall be sufficient to: i. Permit preparation of required reports; ii. Permit tracking of funds to a level of expenditure adequate to establish that funds have not been used in violation of the applicable restrictions on the use of such funds; DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 29 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA iii. Permit the tracking of program income, or profits earned, and any costs incurred (such as stand-in costs) that are otherwise allowable except for; and iv. Permit tracking and reporting of leveraging as required. C. Costs Charged: Cost shall be charged to this Contract only in accordance with the County and other requirements as required by funding source(s). D. A Local government that receives an allocation shall use no more than five percent of the allocation for costs related to the administration of the Activity(ies) for which the allocation was made. Staff and overhead costs directly related to carrying out the eligible activities described in Section 301 are “activity costs” and not subject to the cap on “administrative costs.” A Local government may share any funds available for administrative costs with entities that are administering its allocation. 41. Performance Standards: Subrecipient shall comply with and adhere to the performance accountability standards as described in this Contract and applicable regulations and the activity levels to be utilized by County for program evaluation and monitoring included, but not limited to those listed in the Attachment E (Performance Standards) attached hereto and incorporated herein by reference. Subrecipient shall perform the affordable housing activities and services described in the Contract and request reimbursement for such services, if valid under the terms of the Contract, according to the schedule in Attachment E (Performance Standards). 42. Budget Schedule: Subrecipient agrees that the expenditures of any and all funds under this Contract will be in accordance with the Budget Schedule, a copy of which is attached hereto as Attachment C, and which by this reference is incorporated herein and made a part hereof as if fully set forth. 43. Payment Requirements: If funding levels are significantly affected by state or federal budget and funds are not allocated and available for the continuance of the function performed by Subrecipient, the Contract may be terminated by the County at the end of the period for which funds are available. The County shall notify Subrecipient at the earliest possible time of any service, which will or may be affected by a shortage of funds. No penalty shall accrue to the County in the event this provision is exercised and the County shall not be obligated nor liable for any damages as a result of termination under this provision of this Contract, and nothing herein shall be construed as obligating the County to expend or as involving the County in any Contract or other obligation for future payment of money in excess of appropriations authorized by law. A. Contract Amount: It is expressly agreed and understood that the total amount to be paid by County under this Contract shall not exceed the total County funding as set forth in Attachment B-Payment/Compensation to Subrecipient attached hereto and incorporated herein by reference. B. County will reclaim any unused balance of funds for reallocation to other County approved eligible activities upon approval by State HCD. C. Payment of Project Activities: 1. Payment of Project Activities: County will reimburse Subrecipient for eligible project-related costs only. Subrecipient ,shall submit requests for reimbursement DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 30 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA to County Subrecipient shall submit requests for reimbursement to County once annually once noticed by the County that the allocation has been received by the County and after Subrecipient performs the work for which it seeks reimbursement and must provide adequate documentation as required by County in accordance with the OC Community Resources Contract Reimbursement Policy, as set forth in Exhibit 1, attached hereto and incorporated herein by reference. Failure to provide any of the required documentation and reporting will cause County to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to Subrecipient, until such documentation and reporting has been received and approved by County. 2. If Subrecipient has no request for reimbursement by a specific milestone, as specified in Attachment F, an explanation as to why no invoices were being processed, shall be required in lieu of a request for reimbursement. 3. The following “Required Expenditure/Accomplishment Threshold” criteria have been established to guide the Subrecipient in structuring and scheduling their expenditure of funds received through this Contract, through the term of Contract. The criteria thresholds are consistent with the criteria used by OC Community Resources to determine performance including, but not limited to, determinations of future award of funds, additional funding requests and/or determinations for the recapture of funding. *Milestone Date Minimum Required Expenditure/Accomplishment Threshold March 1, 2022 42% of Contracted Amount Expended September 1,2022 61% of Contracted Amount Expended December 1, 2023 100% of Contracted Amount Expended Failure to achieve at least the aforementioned 42% drawdown, without extenuating circumstances, may cause any remaining balance in this Contract to be reclaimed by County, and will negatively affect future funding to Subrecipient. Failure to achieve the aforementioned 61% drawdown goal, without written exception approved by the Director, may cause any remaining balance in this Contract to be reclaimed by County, and will impact future funding to Subrecipient. 4. At any time in advance of the expiration date, once Subrecipient has submitted reimbursement requests and received County approval for payment of the total amount of this contract, Subrecipient will have thirty (30) days to submit a close out report. Submission of quarterly reports will no longer be required. 5. At the expiration date, Subrecipient will have thirty (30) days following the expiration of the Contract to submit outstanding invoices for reimbursement of eligible costs incurred during the Contract period as well as a close out report. After the thirty (30) day period for submitting invoices has expired, County shall reallocate the remaining balance under this Contract for other program purposes and Subrecipient shall be ineligible for any further reimbursement. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 31 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA D. Funds shall not be disbursed for any costs incurred prior to the certification by County of Certificate(s) of Insurance as further defined in Paragraph O “Insurance Requirements” of this Contract. E. Eligible costs related to services provided by Subrecipient must be incurred during the period beginning upon execution of the contract by both Parties. The Project shall be completed, and all funds provided through this Contract shall be expended on eligible Project activities through and including one year after execution of the Contract. 1. Contract Extension (No Cost Extension) a. The term of this Contract and the provisions herein may be extended to cover an additional time period as specified herein. b. The date for Project completion, the term of the Contract, and expenditure of all funds may be extended by the Director without further action by the Board as identified in County policy. Subrecipient must notify the Director in writing 45 days prior to the Contract expiration date to request an extension. For all extensions, the deadline for submittal of invoices shall be thirty (30) days after the new expiration date. c. Contract extension provisions are not applicable to program administration activities. 44. Modification of Budget: Upon written approval of County, Subrecipient shall have the authority to transfer allocated program funds from one category of the overall program Budget to another category of the overall Budget. No such transfer may be made without the express prior written approval of County. A modification of the Budget may include the addition of any new Budget category. 45. Annual Audit: If Subrecipient expends Federal/State funds in a fiscal year which equal or exceed $750,000 (seven hundred fifty thousand dollars) as specified in 2 CFR Part 200.500- Subpart F-Audit Requirements, Subrecipient shall cause an audit to be prepared by a Certified Public Accountant (“CPA”) who is a member in good standing with the American Institute of Certified Public Accountants (“AICPA”) of the California Society of CPA’s. The audit must be performed annually in accordance with Generally Accepted Auditing Standards (“GAAS”) authorized by the AICPA and Federal laws and regulations governing the programs in which it participates. Furthermore, County retains the right to require Subrecipient to submit similarly prepared audit at Subrecipient’s expense even in instances when Subrecipient’s expenditure is less than $750,000. Subrecipient will be required to identify corrective action taken in response to any findings identified by CPA related to their funded activity or program. Subrecipient will ensure an annual financial audit is performed in compliance with the Federal Single Audit Act and will submit two (2) copies of such audit report, including a copy of the management letter, to County within six (6) months of the end of each Contract year in which Subrecipient has received federal/state funding (i.e., July 1 – June 30). Failure to meet this requirement may result in County denying reimbursement of funds to Subrecipient, as well as future funding qualification. Subrecipients, which are exempt from statutory audit requirements, shall maintain records, which are available for review by County, State or Federal officials. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 32 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA Subrecipient acknowledges that any and all “Financial Statements” submitted to County pursuant to this Contract become public records and are subject to public inspection pursuant to the California Public Records Act (Section 6250 et seq. of the California Government). If a financial audit is required by the County, the audit shall be performed by an independent certified public accountant. Selection of an independent audit firm shall be consistent with procurement standards contained in 24 CFR 85.36. A. The Subrecipient shall notify the County of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by the Department to the independent auditor's working papers. B. The Subrecipient is responsible for the completion of audits and all costs of preparing audits. C. If there are audit findings, the Subrecipient must submit a detailed response acceptable to the Department for each audit finding within ninety (90) days from the date of the audit finding report. 46. Drug Free Workplace: Subrecipient shall execute and abide by the Drug Free Workplace Certification attached hereto as Exhibit 2 and incorporated herein by this reference. 47. D-U-N-S Number and Related Information: D-U-N-S Number: A unique, non-indicative 9- digit identifier issued and maintained by the Dun & Bradstreet (D&B) that verifies the existence of a business entity. The D-U-N-S number is needed to coordinate with the System for Award Management (SAM) that combines federal procurement systems and the Catalog of Federal Domestic Assistance into one new system. https://www.SAM.gov The D-U-N-S Number must be provided to County prior to the execution of this Contract. Subrecipient shall ensure all D-U-N-S information is up to date and the D-U-N-S number status is “active,” prior to execution of this Contract. If County cannot access the Subrecipient’s DUNS information related to this federal sub award on the Federal Funding Accountability and Transparency Act Sub Award Reporting System (SAM.GOV) due to errors in the Subrecipient’s data entry for its D-U-N-S number, the Subrecipient must immediately update the information as required. If County cannot access the Subrecipient’s D-U-N-S information related to this federal sub award on the Federal Funding Accounting and Transparency Act Sub Award Reporting System (SAM.GOV) due to errors in the Subrecipient’s data entry for its D-U-N-S number, the Subrecipient must immediately update the information as required. The County reserves the right to verify and validate any information prior to contract award and during the entire term of the Contract. 48. Program Income: DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 33 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA A. Subrecipient shall comply with regulations, as well as all applicable State or County regulations concerning the reporting and payment procedures for program income. B. Definition: “Program Income” means, as provided by 24 CFR § 570.504, gross income received by the Subrecipient directly generated by a grant supported activity, or earned only as a result of the grant agreement during the grant period. C. Use: The Subrecipient shall use all income received from said funds only for the same purposes for which said funds may be expended pursuant to the terms and conditions of this Contract. 49. Performance: A. Subrecipient shall provide the oversight, administration, and project management necessary to accomplish all contracted activities in a timely manner. Subrecipient also agrees to comply with all applicable Federal, State, and local laws and regulations governing the funds provided under this Contract. B. The following “Performance Threshold” criteria shall be used to assess the level of performance of the Subrecipient, including Attachment A — Scope of Services, attached hereto and incorporated herein by reference. Furthermore, the criteria will be considered by OC Community Resources when determining future funding. In order to be considered in compliance with the performance threshold criteria, the Subrecipient must, on or before the required milestone date, submit to OC Community Resources a request for reimbursement which demonstrates that Subrecipient has expended funds and met their proposed accomplishment goals at the required levels, unless exempted in writing by the County. C. Should the activity being funded through this Contract be completed, cancelled or terminated prior to the termination date set forth herein in Paragraph 2 “Term of Contract,” or if funds allocated through this Contract are fully expended, prior to end of Contract term, Subrecipient must continue to serve its clients for the entire term of this Contract. 50. Performance Monitoring: A. Performance Monitoring of Subrecipient by County, and/or State of California shall consist of requested and/or required written reporting, as well as onsite monitoring by County, or State of California representatives. B. County shall periodically evaluate Subrecipient’s progress in complying with the terms of this Contract. Subrecipient shall cooperate fully during such monitoring. County shall report the findings of each monitoring to Subrecipient. C. County shall monitor the performance of Subrecipient against the goals, outcomes, milestones and performance standards required herein. Substandard performance, as determined by County, will constitute non-compliance with this Contract for which DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 34 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA County may immediately terminate the Contract. If action to correct such substandard performance is not taken by Subrecipient within the time period specified by County, payment(s) will be denied in accordance with the provisions contained in this Paragraph 47 of this Contract. 51. Administrative and Related Requirements: Subrecipient must provide eligible activities in a manner consistent with the housing first practices described in California Code of Regulations, title 25, section 8409(b)(1)-(6). A Subrecipient allocated funds for eligible activities that provide permanent housing shall incorporate the core components of Housing First as provided in Section 8255(b) of the Welfare and Institutions Code. Subrecipient must comply with all federal requirements as it pertains for 24 CFR Parts 91 and 570. Subrecipient acknowledges that administration of its operation and services are subject to the requirements as established in 2 CFR Part 200, et al. Subrecipient shall procure all materials, property, or services in accordance with the requirements of 2 CFR § 200.318-326. A. Financial Management: 1. Accounting Standards Subrecipient agrees to comply with 24 CFR 84.21-28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles: The Subrecipient shall administer its program in conformance with 2 CFR Part 200, et al; (and if Subrecipient is a governmental or quasi-governmental agency, the applicable sections of 24 CFR 85, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,”) as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record Keeping 1. Records to be Maintained Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506 that are pertinent to the activities to be funded under this Contract. Such records shall include, but not be limited to: a. Records providing a full description of each activity undertaken; b. Records required to determine the eligibility of activities; c. Records required to document the acquisition, improvement, use, and/or disposition of real property acquired or improved with PLHA assistance; d. Records documenting compliance with the fair housing and equal DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 35 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA opportunity components in compliance with PLHA program and Health and Safety Code Section 35810; and e. Financial records as required by federal regulations 24 CFR 570.502, and 24 CFR 84.21-28. 2. Retention Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to this Contract for a period of five (5) years. The retention period begins on the date of the submission of the County’s annual performance and evaluation report to HCD in which the activities assisted under the Contract are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the five-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the five-year period, whichever occurs later. 3. Client Data a. Subrecipient shall maintain client data demonstrating client eligibility for services provided for a period of five (5) years after the termination of all activities funded under this Contract, or after the resolution of all Federal audit finding, whichever occurs later. Such data shall be consistent and include, but not limited to, client name, address, verifiable income level (as documented by income tax returns, employee payroll records, retirement statements, etc. or other third party documentation acceptable to County, for determining eligibility), and description of service provided. Such information shall be made available to HCD representatives, County monitors, or their designees, for review upon request. b. Subrecipient shall develop and implement procedures to ensure the confidentiality of records pertaining to any individual provided family violence prevention or treatment services under any project assisted under the subject program, including protection against the release of the address or location of any family violence shelter project, except with the written authorization of the person responsible for the operation of that shelter. 4. Disclosure Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to County monitors or their designees for review upon request. 5. Close-Outs Subrecipient’s obligation to County shall not end until all close-out requirements are completed. Activities during this close-out period shall be completed in accordance with federal and State regulations and shall include, but are not limited DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 36 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA to: making final payments; submitting final invoice(s), report(s), in accordance with the requirements of Paragraph 49, and documentation; disposing of program assets (including the return to County of all unused materials and equipment); and accounts receivable to County, and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Contract shall remain in effect during any period that the Subrecipient has control over PLHA funds. C. Personnel & Participation Conditions 1. Civil Rights Compliance Subrecipient agrees to comply with California Civil Rights Act Ordinances and Title VI of the Civil Rights Act of 1964, as amended, Title VIII of the Civil Rights Act of 1968, as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974, as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246, as amended by Executive Orders 11375, 11478, 12107 and 12086. 2. Nondiscrimination in Employment and Contracting Subrecipient agrees to comply with the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279, including 24 CFR Part 8, 24 CFR 570.602 and Section 504 of Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Executive Order 11063. The applicable non- discrimination provisions in Section 109 of the Housing and Community Development Act (HCDA) are still applicable. 3. Affirmative Action: Subrecipient agrees that it shall be committed to carry out an Affirmative Action Program that encompasses that principals provided in President’s Executive Order 11246, as revised on January 4, 2002. 4. Americans with Disabilities Act: Subrecipient agrees to comply with Section 504 of the Rehabilitation Act of 1973 as amended; Title VI and VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act, 42 USC 12101; California Code of Regulations, Title 2, Title 22: California Government Code, Sections 11135, et seq; and other federal and state laws and executive orders prohibit discrimination. All programs, activities, employment opportunities, and services must be made available to all persons, including persons with disabilities. 5. Drug-Free Workplace: The Subrecipient hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace as set forth in Exhibit 2, attached hereto and incorporated herein by reference. The Subrecipient will: DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 37 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a). b. Establish a drug-free awareness program as required by Government Code Section 8355(b) to inform employees about all of the following: i. The dangers of drug abuse in the workplace; ii. The Subrecipient’s policy of maintaining a drug free workplace; iii. Any available counseling, rehabilitation, and employee assistance programs; and iv. Penalties that may be imposed upon employees for drug abuse violations. c. Provide as required by Government Code Section 8355(c) that every employee who works under this Contract: i. Will receive a copy of the company’s drug-free policy statement; and ii. Will agree to abide by the terms of the company’s statement as a condition of employment under this Contract. Failure to comply with these requirements may result in suspension of payments under the contract or termination of the contract or both, and the Subrecipient may be ineligible for award of any future County contracts if the County determines that any of the following has occurred: iii. The Subrecipient has made false certification, or iv. The Subrecipient violates the certification by failing to carry out the requirements as noted above. 6. Anti-Lobbying: Subrecipient certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that: a. No federal/state appropriated funds will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of any federal/state contract, the making of any federal/state grant, the making of any Federal/State loan, the entering into of any Cooperative Agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or Cooperative Agreement; and b. Subrecipient shall include subject anti-lobbying certification in award documents for all sub-Subrecipients at all tiers (including sub- subcontracts, sub-subgrants, and contract under grants, loans, and Cooperative Agreements) and that all sub-Subrecipients shall certify and disclose accordingly. 7. Employment Restrictions: a. Prohibited Activity: DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 38 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA Subrecipient is prohibited from using funds provided herein, or personnel employed in the administration of the program, for: political activities, sectarian or religious activities, lobbying, political patronage, and nepotism activities. b. OSHA: Where employees are engaged in activities not covered under the Occupational Safety and Health Act of 1970, they shall not be required or permitted to work, be trained, or receive services in buildings or surroundings or under working conditions which are unsanitary, hazardous or dangerous to the participants’ health or safety. c. Employee Rights i. Federal Minimum Wage Subrecipient must follow the Fair Labor Standards Act (FLSA), as it currently exists and it may be amended, which sets basic minimum wage and overtime pay standards. These standards are enforced by The United States Department of Wage and Hour Division under Department’s Wage and Hour Division. The Federal minimum wage provisions are contained in the FLSA. Many states also have minimum wage laws. In cases where an employee is subject to both state and federal minimum wage laws, the employee is entitled to the higher minimum wage. d. California Minimum Wage i. Subrecipient must follow the California enacted legislation signed by the Governor of California, raising the minimum wage for all industries (MW-2007). (AB 1835, CH230, Stats of 2006, adding sections 1182.12 and 1182.13 to the California Labor Code.) Pursuant to its authority under Labor Code section 1182.13, the Department of Industrial Relations amends and republishes Sections, 1, 2, 3, and 5 of the General Minimum Wage Order. MW- 2001, Section 4, Separability, has not been changed. Consistent with this enactment, amendments are made to the minimum wage, and the meals and lodging credits sections of all of the IWC’s industry and occupation orders. This summary must be made available to employees in accordance with the IWC’s wage orders. Copies of the full text of the amended wage orders may be obtained by ordering on-line at www.dir.ca.gov/WP.asp or by contacting your local Division of Labor Standards Enforcement office. e. Hatch Act: Subrecipient agrees that no funds provided, nor personnel employed under this Contract, shall be in any way or to any extent engaged in the conduct of political activities in violation of the Hatch Act, 5 U.S.C. Section 1501 et seq. and Chapter 15 of Title V of the U.S.C. f. Religious Organization/Activities: In accordance with 24 CFR 570.200(j), Subrecipient shall not discriminate against faith-based organizations in administering its federal HUD and state HCD activities. Subrecipient agrees that funds provided under this Contract will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 39 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA proselytization or to promote religious interest, or for the benefit of a religious organization. 8. Labor Standards a. Subrecipient agrees to contact County no less than fourteen (14) days prior to the Pre-Construction Meeting date to seek consultation regarding application of requirements per federal labor standards regulations or Davis-Bacon related Acts. b. Subrecipient will comply with Davis-Bacon Act and/or State Prevailing Wage requirements, when applicable. c. Subrecipient agrees to comply with all applicable requirements of the Secretary of Labor in accordance with the Davis-Bacon Act, the provisions of Contract Work Hours and Safety Standards Act, the Copeland “Anti-Kickback” Act (40 U.S.C. 276, 327-333), and all other applicable Federal, State and local laws and regulations pertaining to labor standards. Subrecipient shall maintain all applicable documentation, which demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to County for review upon request. d. Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property designed for residential use for less than eight (8) units, all Subrecipients engaged in contracts of $2,000.00 or more for construction, renovation or repair of any building or work financed in whole or in part with assistance provided under this Contract, shall comply with all applicable federal requirements including Department of Labor regulations, under 29 CFR, Parts 3, 1, 5, 7 and 1926 governing the payment of wages and ratio of apprentices and trainees to journeymen. Nothing hereunder is intended to relieve e. Subrecipient of its obligation, if any, to require payment of the higher rate under state or local laws Subrecipient shall insert provisions meeting the requirements of this Paragraph in all such Contracts. In cases where the Davis-Bacon Act applies, Subrecipient agrees to submit the Construction Bid Package for this project to County for modification, Subrecipient shall construct project in accordance with the approved Construction Bid Package. 9. California Labor Code Compliance a. Prevailing Wage laws apply, Subrecipient hereby agrees to pay, or cause its subcontractors to pay, Prevailing Wage rates at all times for all construction, improvements, or modifications to be completed for County under this Contract. Subrecipient herein agrees that Subrecipient shall post, or cause to be posted, a copy of the most current, applicable Prevailing Wage rates at the site where the construction, improvements, or modifications are performed. b. Payroll Records DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 40 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA Subrecipient agrees that: Certified copies of all payroll records for this project shall be required pursuant to the provisions of California Labor Code “Section 1776”. The reporting format and words of certification shall be as indicated in Title 8 of the California Code of Regulations, Section 16401. Certified copies of the payroll records of all subcontractors working on this project are required. It shall be the responsibility of the Subrecipient to ensure subcontractor compliance. Certified copies of all payroll records shall be submitted on a weekly basis to County through the duration of this Contract. Subrecipient acknowledges that failure to comply with Section 1776 may result in a forfeiture of one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated, and it should be recognized that a Subrecipient or subcontractor, or agent or representative thereof who neglects to comply is guilty of a misdemeanor pursuant to California Labor Code Section 1777. 10. Economic Opportunities Compliance Subrecipient agrees to abide by the provisions of OMB Circulars 102 and 110, as applicable, 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Contract. Subrecipient further covenants that in the performance of this Contract no person having such a financial interest shall be employed or retained by Subrecipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer, or elected official or appointed official of County or Subrecipient, or any designated public agencies which are receiving funds under the PLHA Program. 11. Environmental Conditions: Subrecipient shall comply with HUD Environmental Review under HUD regulations at 24 CFR 58 et seq., which implement the National Environmental Policy Act (NEPA); and, the California Environmental Quality Act (CEQA). No costs shall be incurred and no funds shall be disbursed prior to certification by County and/or HUD of environmental compliance. Subrecipient shall incur no costs for any project-related activity defined in Subrecipient Scope of Services and County shall not disburse funds prior to certification by County and/or HUD for environmental compliance. Subrecipient shall provide requested material to County for the Environmental Review process required by applicable regulations. a. Air and Water: DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 41 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA Subrecipient agrees to comply with the following regulations in so far as they apply to the performance of this Contract: Clean Air Act, 42 U.S.C., 1857, et seq. Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq. Environmental Protection Agency (EPA) regulations pursuant to 40 CFR 50 and 40 CFR 58. b. Flood Disaster Protection: Subrecipient agrees to comply with the requirements of the Flood Disaster Protection Act of 1973, including as applicable any regulations set forth in 24 CFR 55, (implementing Executive Order 11988) in regard to the sale, lease or other transfer of land acquired, cleared, or improved under the terms of this Contract, as it may apply to the provisions of this Contract. c. Lead-Based Paint: Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Contract shall be subject to HUD Lead-Based Paint Regulations at 24 CFR 570.608, and 24 CFR 35, particularly, 24 CFR 35.100 through 35.175. Such regulations pertain to all HUD-assisted housing and require that all owners, prospective owners, and tenants or properties constructed prior to 1978 be properly notified with the “Protect Your Family From Lead In Your Home” publication, found at http://www.epa.gov/lead that such properties may include lead- based paint. d. Historic Preservation: Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR 800, Protection of Historic Properties, insofar as they apply to the performance of this Contract. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, State, or local historic property list. e. Energy Efficiency Standards: Subrecipient agrees to comply with the California Energy Commission Assembly Bill 970, Title 24, Part I of the California Code of Regulations (AB970: Building Efficiency Energy Standards), in regard to construction and property development, when applicable. f. Modifications/Transfers of Real Property: Any proposed modification or change in use of real property acquired or improved, in whole or in part, by PLHA funds from the use planned at the time of the acquisition or improvement, including disposition, is prohibited. g. Property Records: Subrecipient shall maintain real property inventory records, which clearly identify properties purchased, improved, or sold. Properties retained shall continue to meet eligibility criteria, rental limitations, health, safety and building codes, etc., and shall conform to federal and state regulations. h. Equipment: DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 42 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA Subrecipient shall use, manage and dispose of equipment in accordance with federal and state regulations. i. Subcontracts: i. Subrecipient acknowledges and agrees to only subcontract with licensed general contractors that are in good standing with the Contractor’s License Board and/or non-profit service providers that do not appear on the federal disbarment list. ii. Subrecipient shall submit all subcontract agreements to County for review and consent at Subcontractor’s earliest convenience, or no later the first reimbursement request. For construction subcontracts, Subrecipient shall submit the Construction Bid Package to County for review and written approval by Director or designee prior to advertising for bids and award for the construction contract. Subrecipient shall construct Project in accordance with the Construction Bid Package, which Director approved, unless prior written approval is received from Director for modification thereof. iii. Subrecipient shall assume responsibility for all subcontracted services to assure Contract compliance. iv. Subrecipient shall cause all of the provisions of this Contract in entirety to be included in and made a part of any subcontract executed in the performance of this Contract. v. Subrecipient shall monitor all subcontracted services on a quarterly basis to assure Contract compliance. Results of said monitoring efforts shall be summarized in written form, and supported with documented evidence of follow-up actions(s) to correct any area(s) of Contract non-compliance. Documentation shall be made available for periodic monitoring by representatives of County and/or HCD. j. Fair Housing: Subrecipient shall affirmatively further fair housing in accordance with 24 CFR 570. Under section 808(e)(5) of the Fair Housing Act, HUD has a statutory duty to affirmatively further fair housing. HUD requires the same of its funded sub-recipients. The Subrecipient has a duty to affirmatively further fair housing opportunities for classes protected under the Fair Housing Act, along with all applicable State & Federal requirements. k. Grantor Recognition: Subrecipient shall insure recognition of the role of the County in providing services through this Contract. All activities, facilities and items utilized pursuant to this Contract shall be prominently labeled as to funding source. In addition, Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Contract. Subrecipient will retain documentation of such recognition, which shall be available for periodic monitoring by representatives of County or HCD. l. Rehabilitation Act: DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 43 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA Subrecipient agrees to comply with any federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 706) which prohibits discrimination against the handicapped in any federally assisted program. County shall provide Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Contract. 52. Definitions: For the purposes of this Contract the following definitions shall apply: A. OC Community Resources (OCCR): Designated as the Lead for the development and implementation of County of Orange Urban County Program’s Consolidated Plan. B. Director: Director of OC Community Resources, or designee. C. OC Community Resources Contract Reimbursement Policy: A County document setting policies regarding types of documentation required to support the costs incurred and paid (including but not limited to copies of paid invoices, certified payroll registers, bank statements, etc.) D. Permanent Local Housing Allocation (PLHA) Program: This Program that provides a permanent source of funding to all local governments in California to help cities and counties implement plans to increase the affordable housing stock. Funding for the Program comes from the Building Homes and Jobs Act (SB 2, 2017), which established a $75 recording fee on real estate documents to increase the supply of affordable homes in California. E. Project: Any site or sites, including buildings, and/or activities assisted with PLHA program funds. F. OMB: Federal Office of Management and Budget. G. Continuum of Care: An Orange County group composed of representatives of relevant organizations that serve homeless and formerly homeless persons that are organized to plan for and provide, as necessary, a system of services to address the various needs of homeless persons and persons at risk of homelessness. H. Homeless Management Information System (HMIS): The information system designated by the Continuum of Care to comply with HUD’s data collection, management, and reporting standards and used to collect client-level data and data on the provision of housing and services to homeless individuals and families and persons at risk of homelessness. (24 CFR Part 580) I. Equipment: Tangible, non-expendable, personal property having a useful life of more than one year and an acquisition cost of $5,000 or more per unit. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 44 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA J. PLHA 5-Year Plan Amendment: The following criteria will be used by the County – if any one criteria applies, a substantial amendment will be required: i. A new activity not previously listed and described in the Five Year PLHA Plan; ii. When a proposal is made to amend the description of an existing activity in such a way that the newly described purpose, scope, or beneficiaries differ significantly from the original activity’s purpose, scope, or beneficiaries and change is contract amount of more than 10% of the total PLHA budget; and/or iii. An increase in the amount of Federal Community Planning Development and/or local funds allocated to an existing activity when the following apply: a. An increase in funding for a public service activity in an amount that is consistent with County policy; or b. An increase in the funding for public facility improvements/housing rehabilitation in an amount that is consistent with County policy. K. Construction Bid Package: A package of bidding documents which includes the proposal, bidding instructions, Contract documents, detailed estimated costs, and plans and specifications for a construction project, all prepared in accordance with applicable Federal regulations. L. Program Administration: An activity relating to the general management, oversight and coordination of community development programs. Costs directly related to carrying out eligible activities are not included. 53. Recitals: The recitals at the beginning of this Contract are incorporated herein as binding obligations, as if fully set forth herein. THE REMAINDER OF THE PAGE WAS INTENTIONALLY LEFT BLANK DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange Page 45 of 45 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA Signature Page IN WITNESS WHEREOF, the Parties hereto certify that they have read and understand all the terms and conditions contained herein and have hereby cause this Contract to be executed. *City of San Juan Capistrano By: By: Name: Name: Title: Title: Dated: Dated: *For Subrecipients that are corporations, signature requirements are as follows: 1) One signature by the Chairman of the Board, the President or any Vice President; and 2) One signature by the secretary, any Assistant secretary, the Chief Financial Officer or an Assistant Treasurer. For Subrecipients that are not corporations, the person who has authority to bind the Subrecipient to a contract, must sign on one of the lines above. ************************************************************ COUNTY OF ORANGE A Political Subdivision of the State of California By: Dated: Dylan Wright, Director OC Community Resources APPROVED AS TO FORM DEPUTY COUNTY COUNSEL By: Dated: Deputy County Counsel DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 City Manager 10/28/2021 Benjamin Siegel 10/28/2021 12/7/2021 ATTACHMENT A County of Orange Page 1 of 3 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA SCOPE OF SERVICES AFFORDABLE RENTAL HOUSING DEVELOPMENT CITY OF SAN JUAN CAPISTRANO 1. Scope of Services A. HCD Code Section / Activity: HSC § 50470 subdivision (b)(2)(D)(x) County to provide fiscal incentives or matching funds of $1,347,776.40 to local agencies that approve new housing for extremely low, very low, low, and moderate-income households. HSC § 50470 subdivision (b)(2)(D)(i) Subrecipient to approve the predevelopment, development, acquisition, rehabilitation, and preservation of multifamily, residential live-work, rental housing that is affordable to extremely low, very low, low, or moderate-income households, including necessary operating subsidies. B. Project Title: Paseo Adelanto-Jamboree City Hall C. Program Description: The Subrecipient will use Permanent Local Housing Allocation (PLHA) funds: For predevelopment and acquisition of a 1.2 acre site for the development of 50 Permanent Supportive Housing units. D. Project Need: Jamboree Housing has identified multiple sources of funding for the development of the apartment complex for 50 Permanent Supportive Housing unit, including loans from the Subrecipient’s Successor Agency Housing Bonds, LIHTCs, Orange County Housing Finance Trust, and permanent development loans. The funding DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 ATTACHMENT A County of Orange Page 2 of 3 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA sources identified cover the development costs and are issued at close of escrow or with the approval of a project. The project needs predevelopment funds to finalize development plans for entitlement and permit, apply to multiple financing sources, and cover reports and consulting fees associated with the applications. E. Program Goals: Activity Outputs Development of Rental Units _40 Units Built @ or Below 30% AMI _ 9 _Units Built @ or Below 50% AMI __1__Units Built @ or Below 120% AMI F. Reuse Plan: Subrecipient agrees to use any PLHA program income and/or recapture funds for one or more of the following activities: 1. The predevelopment, development, acquisition, rehabilitation, and preservation of multifamily, residential live-work, rental housing that is affordable to extremely low-, very low-, low-, or moderate-income households, including necessary operating subsidies. 2. The predevelopment, development, acquisition, rehabilitation, and preservation of Affordable rental and ownership housing, including Accessory Dwelling Units (ADUs), that meets the needs of a growing workforce earning up to 120-percent of AMI, or 150-percent of AMI in high- cost areas. ADUs shall be available for occupancy for a term of no less than 30 days. 3. Matching portions of funds placed into Local or Regional Housing Trust Funds. 4. Matching portions of funds available through the Low- and Moderate- Income Housing Asset Fund pursuant to subdivision (d) of HSC Section 34176. 5. Capitalized Reserves for Services connected to the preservation and creation of new permanent supportive housing. 6. Assisting persons who are experiencing or at risk of homelessness, including, but not limited to, providing rapid rehousing, rental assistance, supportive/case management services that allow people to obtain and retain housing, operating and capital costs for navigation centers and emergency shelters, and the new construction, rehabilitation, and preservation of permanent and transitional housing. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 ATTACHMENT A County of Orange Page 3 of 3 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA A. This activity may include subawards to administrative entities as defined in HSC Section 50490(a)(1-3) that were awarded CESH program or HEAP funds for rental assistance to continue assistance to these households. B. Applicants must provide rapid rehousing, rental assistance, navigation centers, emergency shelter, and transitional housing activities in a manner consistent with the Housing First practices described in 25 CCR, Section 8409, subdivision (b)(1)-(6) and in compliance with WIC Section 8225(b)(8). An applicant allocated funds for the new construction, rehabilitation, and preservation of permanent supportive housing shall incorporate the core components of Housing First, as provided in WIC Section 8255, subdivision (b). 7. Accessibility modifications in lower-income owner-occupied housing. 8. Efforts to acquire and rehabilitate foreclosed or vacant homes and apartments. 9. Homeownership opportunities, including, but not limited to, down payment assistance. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 ATTACHMENT B County of Orange Page 1 of 2 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA PAYMENT/COMPENSATION DEVELOPMENT OF AFFORDABLE RENTAL HOUSING CITY OF SAN JUAN CAPISTRANO 1. COMPENSATION: This is a Contract between the County and the Subrecipient for $1,347,776.40 as set forth in Attachment A. Scope of Services attached hereto and incorporated herein by reference. The Subrecipient agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Subrecipient of all its duties and obligations hereunder. The County shall have no obligation to pay any sum in excess of the total Contract amount specified unless authorized by an amendment in accordance with paragraphs C and P of the County’s General Terms and Conditions. 2. FIRM DISCOUNT AND PRICING STRUCTURE: Subrecipient guarantees that prices quoted are equal to or less than prices quoted to any other local, state or federal government entity for services of equal or lesser scope. Subrecipient agrees that no price increases shall be passed along to the County during the term of this Contract not otherwise specified and provided for within this Contract. 3. PAYMENT TERMS: An invoice for services/activities shall be submitted to the address specified below upon the completion of the services/activities and approval of the County Project Manager. Subrecipient shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice in a format acceptable to the County of Orange and verified and approved by OC Community Resources and subject to routine processing requirements of the County. The responsibility for providing an acceptable invoice rests with the Subrecipient. Billing shall cover services not previously invoiced. The Subrecipient shall reimburse the County of Orange for any monies paid to the Subrecipient for services not provided or when services do not meet the Contract requirements. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 ATTACHMENT B County of Orange Page 2 of 2 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA Payments made by the County shall not preclude the right of the County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the services. Invoice(s) are to be sent to: OC Community Resources Accounting 601 N Ross St., 6th Floor Santa Ana, CA 92701 4. INVOICING INSTRUCTIONS: Further instructions regarding invoicing/reimbursement as set forth in Exhibit 1 OC Community Resources Contract Reimbursement Policy, are attached hereto and incorporated herein by reference. The Subrecipient will provide an invoice on Subrecipient’s letterhead for services rendered. Each invoice will have a number and will include the following information: The Demand Letter/Invoice must include Delivery Order (DO) Number, Contract Number, and Service Date(s) – Month of Service along with other required documentation (See Exhibit 1). 5. OC COMMUNITY RESOURCES CONTRACT REIMBURSEMENT POLICY: Further instructions regarding invoicing/reimbursements as set forth in Exhibit 1 OC Community Resources Contract Reimbursement Policy, are attached hereto and incorporated herein by reference. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 ATTACHMENT C County of Orange Page 1 of 1 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA BUDGET SCHEDULE DEVELOPMENT OF AFFORDABLE RENTAL HOUSING CITY OF SAN JUAN CAPISTRANO 1. Subrecipient’s Budget A. Administration and Project Cost Proposal Project Cost Budget Chart City of San Juan Capistrano Rental Housing Development Project Costs/Activity Urban County Funds Leveraged Resources Total Land Acquisition $97,776.40 City LMF-$5,900,000 OCHFT-$2,908,223.60 (of $3,303,315) $8,906,000 Soft Costs $1,250,000 Perm Loan-$3,376,461 (of $7,037,770) MHSA-$599,199 (of $2,384,634) $5,225,660 Total Project Cost $1,347,776.40 $12,783883.60 $14,131,660 B. Detailed Project Cost Budget Description (Attach addition documentation if necessary). See Cost and Source breakdown as Exhibit 6. All program management and administration oversight for this program will be undertaken and managed by San Juan Capistrano Development Services Director and the Housing Supervisor. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 ATTACHMENT D County of Orange Page 1 of 1 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA STAFFING PLAN DEVELOPMENT OF AFFORDABLE RENTAL HOUSING CITY OF SAN JUAN CAPISTRANO Project Title: PLHA Paseo Adelanto Jamboree -City Hall Program Classification/Title 1. Primary Contract Laura Stokes, Housing Supervisor / Associate Planner Phone #: 949-443-6313 Email: lstokes@sanjuancapistrano.org 2. Construction Management Subcontractor information Jamboree Housing 17701 Cowan Ave. Suite 200, Irvine, CA 92614 949-263-8676 3. Secondary Contact Joel Rojas, Development Services Director Phone #: 949-234-4410 Email: jrojas@sanjuancapistrano.org 4. Authorized Signer: Benjamin Siegel, City Manager Phone #: 949-443-6314 Email: bsiegel@sanjuancapistrano.org The substitution or addition of other key individuals in any given category or classification shall be allowed only with prior written approval of the County Project Manager. The Subrecipient may reserve the right to involve other personnel, as their services are required. The specific individuals will be assigned based on the need and time of the service/class required. Assignment of additional key personnel shall be subject to County approval. Subrecipient shall provide the name of the staff to the County within a time mutually agreed upon by the Parties but no event later than 30 days after the execution of the Contract. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 ATTACHMENT E County of Orange Page 1 of 2 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA PROFORMANCE STANDARDS DEVELOPMENT OF AFFORDABLE RENTAL HOUSING CITY OF SAN JUAN CAPISTRANO 1. PLHA Appropriation Date: Expenditure Dates: Allocation: July 1, 2019 (Yr. 1 Allocation) June 30, 2023 $224,629.40 (16.7%) July 1, 2020 (Yr. 2 Allocation) June 20, 2024 $341,702.65 (25%) $566,332.05 (42%) PROJECTED: PLHA Appropriation Date: Expenditure Dates: Allocation: July 1, 2021 (Yr. 3 Allocation) June 20, 2025 $260,482.35 (19.34%) July 1, 2022 (Yr. 4 Allocation) June 20, 2026 $260,481.00 (19.33%) July 1, 2023 (Yr. 5 Allocation) June 20, 2027 $260,481.00 (19.33%) $781,444.35 (58%) $1,347,776.40 (100%) Contract Start Date (Upon Contract Execution) 2. Tools to Measure Project’s Effect – Development of Affordable Rental Housing Milestone Dates Minimum Required Expenditure/ Accomplishment Threshold Activity Results Achieved March 1, 2022 42% of Contracted Amount Expended $566,332.05 Proposed Accomplishments Achieved Entitlement Package Approved September 1, 2022 61% of Contracted Amount Expended $826,814.40 Proposed Accomplishments Achieved Acquisition/Escrow Closes December 1, 2023 100% of Contracted Amount Expended $1,347,776.40 Proposed Accomplishments Achieved Building permits issued 3. Tools to be utilized to measure and evaluate the success in attaining the desired outcome for the project will include observation and ongoing monitoring of the Program during all phases of the development process. The ultimate performance measure that will determine whether the Program has achieved its desired goal will relate to the successful completion of development of rental units affordable and available to income eligible tenants. Specifically, it is envisioned that 50-units will be developed with PLHA DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 ATTACHMENT E County of Orange Page 2 of 2 City of San Juan Capistrano OC Community Resources Contract # 21-23-0007-PLHA funds during the term of the Contract with the following: 40 rental units affordable to less than or equal to 30% AMI; 9 rental units affordable to less than or equal to 50% AMI; 1 rental unit affordable to less than or equal to 120% AMI. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 20-PLHA-15177 County of Orange Upon HCD Approval $1,272,164.00 STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT STD 213 (Rev. 03/2019) AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER (if applicable) 1. This Agreement is entered into between the Contracting Agency and the Contractor named below: CONTRACTING AGENCY NAME DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT CONTRACTOR'S NAME 2. The term of this Agreement is: START DATE 6/30/2030 THROUGH END DATE 3. The maximum amount of this Agreement is: 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 Exhibit A Authority, Purpose and Scope of Work Exhibit B Budget Detail and Payment Provisions Exhibit C* State of California General Terms and Conditions Exhibit D PLHA Program Terms and Conditions Exhibit E Program-Specific Provisions and Special Conditions 5 TITLE PAGES 3 9 4 GTC - 04/2017 TOTAL NUMBER OF PAGES ATTACHED 21 https://www.dgs.ca.gov/OLS/ResourcesThese documents can be viewed at Items shown with an asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership,etc.) IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO. CONTRACTOR CONTRACTOR BUSINESS ADDRESS 1501 East St. Andrew Place, First Floor County of Orange CITY STATE ZIP Santa Ana CA 92705 PRINTED NAME OF PERSON SIGNING TITLE DATE SIGNEDCONTRACTOR AUTHORIZED SIGNATURE STATE OF CALIFORNIA CONTRACTING AGENCY NAME Department of Housing and Community Development STATE ZIPCITYCONTRACTING AGENCY ADDRESS 2020 W. El Camino Ave., Suite 130 Sacramento CA 95833 PRINTED NAME OF PERSON SIGNING TITLE Shaun Singh Contracts Manager, Business & Contract Services Branch DATE SIGNEDCONTRACTING AGENCY AUTHORIZED SIGNATURE California Department of General Services Approval (or exemption, if applicable) Exempt per; SCM Vol. 1 4.04.A.3 (DGS memo dated 6/12/1981) 1/29/2021 Julia Bidwell Director 2/2/2021 Attachment FDocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 1 of 5 EXHIBIT A Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 AUTHORITY, PURPOSE AND SCOPE OF WORK 1.Authority Pursuant to Part 2 Chapter 2.5 of Division 31 of the Health and Safety Code (commencing with Section 50470) Statutes of 2017 (SB 2, Atkins), which created the Building Homes and Jobs Trust Fund and the Permanent Local Housing Allocation (“PLHA”) Program (“Program”), this Standard Agreement along with all its exhibits (the “Agreement”) is entered under the authority of and in furtherance of the Program. Pursuant to Health and Safety Code, Section 50470 (b), the California Department of Housing and Community Development (referred to herein as “HCD” or “Department”) has issued a Notice of Funding Availability (the “NOFA”), dated February 26, 2020, to govern administration of the fund and carry out the Program. 2.Purpose In accordance with the authority cited above, an application was made to the State (the “Application”) for assistance from the Program for the purpose of making funding available to eligible local governments in California for housing related projects and programs that assist in addressing the unmet housing needs of their local communities. By entering into this Agreement and thereby accepting the award of the PLHA grant funds (the “Grant”), the Contractor (sometimes referred to herein as the “Applicant”) agrees to comply with the terms and conditions of the NOFA, this Agreement, the representations contained in the Application, and the requirements of the authorities cited above. 3.Definitions Capitalized terms not otherwise defined herein shall have the meaning of the definitions set forth in Health and Safety Code Section 50470 and Section 101 of the Guidelines. 4.Scope of Work A.The scope of work (“Work”) for this Agreement shall consist of one or more of the following eligible uses: 1)The predevelopment, development, acquisition, rehabilitation, and preservation of multifamily, residential live-work, rental housing that is affordable to extremely low-, very low-, low-, or moderate-income households, including necessary Operating subsidies. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 2 of 5 EXHIBIT A Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 2)The predevelopment, development, acquisition, rehabilitation, and preservation of Affordable rental and ownership housing, including Accessory dwelling units (ADUs), that meets the needs of a growing workforce earning up to 120 percent of AMI, or 150 percent of AMI in high- cost areas. ADUs shall be available for a term of no less than thirty days. 3)Matching portions of funds placed into local or regional housing trust funds. 4)Matching portions of funds available through the Low- and Moderate- Income Housing Asset Fund pursuant to subdivision (d) of HSC Section 34176. 5)Capitalized Reserves for Services connected to the preservation and creation of new Permanent supportive housing. 6)Assisting persons who are experiencing or at risk of homelessness, including, but not limited to, providing rapid rehousing, rental assistance, supportive/case management services that allow people to obtain and retain housing, operating and capital costs for navigation centers and emergency shelters, and the new construction, rehabilitation, and preservation of permanent and transitional housing. a)This Activity may include subawards to Administrative Entities as defined in HSC Section 50490(a)(1-3) that were awarded California Emergency Solutions and Housing (CESH) program or Homeless Emergency Aid Program (HEAP) funds for rental assistance to continue assistance to these households. b)Applicants must provide rapid rehousing, rental assistance, navigation centers, emergency shelter, and transitional housing activities in a manner consistent with the Housing First practices described in 25 CCR, Section 8409, subdivision (b)(1)-(6) and in compliance with WIC Section 8255(b)(8). An Applicant allocated funds for the new construction, rehabilitation, and preservation of Permanent supportive housing shall incorporate the core components of Housing First, as provided in WIC Section 8255, subdivision (b). 7)Accessibility modifications in Lower-income Owner-occupied housing. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 3 of 5 EXHIBIT A Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 8)Efforts to acquire and rehabilitate foreclosed or vacant homes and apartments. 9)Homeownership opportunities, including, but not limited to, down payment assistance. 10)Fiscal incentives made by a county to a city within the county to incentivize approval of one or more Affordable housing Projects, or matching funds invested by a county in an Affordable housing development Project in a city within the county, provided that the city has made an equal or greater investment in the project. The county fiscal incentives shall be in the form of a grant or low-interest loan to an Affordable housing Project. Matching funds investments by both the county and the city also shall be a grant or low interest deferred loan to the Affordable housing Project. B.A Local government that receives an allocation shall use no more than five percent of the allocation for costs related to the administration of the Activity(ies) for which the allocation was made. Staff and overhead costs directly related to carrying out the eligible activities described in Section 301 are “activity costs” and not subject to the cap on “administrative costs.” A Local government may share any funds available for administrative costs with entities that are administering its allocation. C.Two or more local governments that receive PLHA allocations may expend those moneys on an eligible jointly funded project as provided in Section 50470 (b)(2)(B)(ii)(IV). An eligible jointly funded project must be an eligible Activity pursuant to Section 301(a) and be located within the boundaries of one of the Local governments. D.Entitlement Local governments may use the flow of PLHA funds to incentivize private lender loans and to guarantee payments for some or all public agency bond financings for activities consistent with the uses identified in Section 301 “Eligible Activities”. This loan guarantee Activity must be identified and fully explained in the Applicant’s “Plan”. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 4 of 5 EXHIBIT A Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 5.Department Contract Coordinator The Department’s Contract Coordinator for this Agreement is the Division of Financial Assistance, Grant Management Section PLHA Manager or their designee. Unless otherwise informed, any notice, report, or other communication required by this Agreement shall be mailed by first class to the Department Contract Coordinator at the following address: California Department of Housing and Community Development Attention: Permanent Local Housing Allocation (PLHA) Grant Management Section, Suite 400 2020 West El Camino Avenue, CA 95833 P. O. Box 952050 Sacramento, CA 94252-2050 6.Contractor Contract Coordinator The Contractor’s contract coordinator for this Agreement is the Authorized Representative listed below. Unless otherwise informed, any notice, report, or other communication required by this Agreement may be mailed by first class mail, or sent through a commercial courier to the Authorized Representative at the following address: Authorized Representative Name: Julia Bidwell Authorized Representative Title: Director, Housing and Community Development OC Community Resources Agency Name: County of Orange Address: 1501 East St. Andrew Place, First Floor Santa Ana, CA 92705 Phone No.: (714)480-2991 Email Address: Julia.Bidwell@occr.ocgov.com 7.Effective Date, Term of Agreement, and Deadlines A.This Agreement is effective upon approval by the Department, which is the date executed by all parties (such date, the “Effective Date”). B.This Agreement shall terminate on June 30, 2030. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 5 of 5 EXHIBIT A Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 C. Except for predevelopment expenses for construction projects funded by PLHA and costs to develop and prepare the Plan and the PLHA application, no costs incurred more than one year prior to commitment by the Local government may be paid from PLHA funds. Reimbursement of expenses to prepare the Plan and the PLHA application are subject to the cap on administrative fees. D. Any Grant funds which have not been expended by the expenditure deadline shall be disencumbered and revert to the Department. The expenditure deadline is fifty-eight months from the date of the budget appropriation for each year of funds included in this Agreement. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 1 of 3 EXHIBIT B Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 BUDGET DETAIL AND PAYMENT PROVISIONS 1. Budget Detail The budget detail is contained in Exhibit E in this Agreement. Contractor will be responsible for maintaining oversight of grant amounts and determining whether an amended PLHA Plan is required due to reallocation of more than ten percent among Activities funded per Section 302(c)(5). 2. Conditions of Disbursement Prior to receiving any Grant funds, the Contractor shall submit the following for the Department’s approval: A. Government TIN Form, as applicable. B. No Funding will be disbursed to Contractor unless Contractor and any delegating Local government has an approved Housing Element and is in compliance with the Housing Element Annual Progress Report requirements, pursuant to PLHA Program Guidelines section 302(a) and (b). C. Contractor shall not be eligible to receive a new allocation if the Contractor has accrued an uncommitted amount of four times the pending allocation if the pending allocation is $125,000 or less; or $500,000 if the pending allocation is greater than $125,000 and less than $500,000; or the amount of the pending allocation if the allocation is $500,000 or more. 3. Performance A. All funds must be disbursed within fifty-eight months of the budget appropriation. Funds that are not disbursed within fifty-eight months of the budget appropriation will revert to the Housing Rehabilitation Loan Fund. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 2 of 3 EXHIBIT B Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 B. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be reduced proportionate to those years already allocated, calculated at the time that the appropriation is reduced or terminated and reduced accordingly. All subsequent years shall be terminated, and the grant agreement shall be of no further force and effect, after amounts due for the period upon the reduced appropriation or termination are returned by the Contractor to the State. In this event, the State and Contractor shall be relieved of any and all obligations under this Agreement. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the sole discretion to cancel this Agreement without cause, no liability occurring to the State, or amend the Agreement and amount allocated to Contractor. 4. Fiscal Administration A. The Contractor may request a disbursement of 100 percent of total awarded Grant funds after executing the Standard Agreement. Administrative costs related to the planning and execution of eligible activities shall not exceed five percent of the Grant amount. B. A separate checking account for the Grant funds is not required. However, the Contractor shall deposit Grant funds in an interest-bearing checking or savings account insured by the federal or state government. All interest earned from the deposit of Grant funds shall be used for eligible Program activities and accounted for in Contractor’s annual report. C. The Contractor shall make a good faith effort to minimize the number of disbursement requests by anticipating and requesting funds in advance. D. The Contractor may request that Grant funds awarded for a certain eligible activity be moved to another activity without an amendment to this Agreement. This request must be made in writing to HCD if the change from one activity to another exceeds ten percent of the grant amount and shall be effective only upon written HCD approval. HCD’s decision to approve or deny any such request shall be final, absent fraud, mistake or arbitrariness per Section 302(c)(5). Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 3 of 3 EXHIBIT B Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 5. Budget Contingency Clause A. It is mutually agreed that if the Budget Act of the subsequent years covered under this Agreement does not appropriate sufficient funds for the program this Agreement shall remain in force and effect until the time of notice of reduced or terminated appropriation, The Agreement shall be terminated by the State by providing Contractor written notice of not less than thirty days prior to the effective date of the termination. In the event of termination by the State due to lack of Budget appropriation, the State and Contractor shall be relieved of any and all obligations under this Grant Agreement on the effective date of termination and the Contractor shall return the amount for subsequent year allocations. B. Subject to Section 5A. above, if funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the sole discretion to cancel this Agreement without cause, no liability occurring to the State, or amend the current Grant Agreement and amount allocated to Contractor. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 1 of 9 EXHIBIT D Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 PLHA PROGRAM TERMS AND CONDITIONS 1. Effective Date, Commencement of Work This Agreement is effective upon the date of the Department representative’s signature on page one of the fully executed Standard Agreement, STD 213. Contractor agrees that work under this agreement shall not commence until execution of the STD 213, (the “Effective Date”). 2. Strict Compliance Contractor will strictly comply with the terms, conditions and requirements of the Permanent Local Housing Allocation (PLHA) Statutes, Guidelines, the Notice of Funding Availability (NOFA), and this Agreement. 3. Contractor’s Application for Funds A. Contractor has submitted to the Department an Application for a Grant under the Program. The Department is entering into this Agreement based on, and in substantial reliance upon, Contractor’s facts, information, assertions and representations contained in that Application, and in any subsequent modifications or additions thereto approved by the Department. The Application and any approved modifications and additions thereto are hereby incorporated into this Agreement. B. Contractor 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 Contractor’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 the Department's approval, disbursement, or monitoring of the funding and the Grants or activities governed by this Agreement, then the Department may declare a breach hereof and take such action or pursue such remedies as are provided for breach hereof. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 2 of 9 EXHIBIT D Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 4. Eligible Activities Grant funds awarded to the Contractor and expended by either the Contractor or any entity to which Contractor awards funds shall be used for the eligible activities set forth in Exhibit A as required by the PLHA Statutes. The following additional requirements shall apply: A. Each Contractor shall submit a Plan detailing: 1) The manner in which allocated funds will be used for eligible activities. 2) A description of the way the Local government will prioritize investments that increase the supply of housing for households with incomes at or below sixty percent of AMI. Programs targeted at households at or below sixty percent of AMI will be deemed to meet this requirement. 3) A description of how the Plan is consistent with the programs set forth in the Local government’s Housing Element. 4) Evidence that the Plan was authorized and adopted by resolution by the Local government and that the public had an adequate opportunity to review and comment on its content. 5) The following for each proposed Activity: a) A description of each proposed Activity, pursuant to Section 301 of the Guidelines and the percentage of funding allocated to it. The description shall specifically include the percentage of funds, if any, directed to Affordable Owner-Occupied Workforce Housing (AOWH). b) The projected number of households to be served at each income level and a comparison to the unmet share of the Regional Housing Needs Allocation (RHNA) at each income level. c) A description of major steps/actions and a proposed schedule required for the implementation and completion of the Activity. d) The period of affordability and level of affordability for each Activity. Rental Projects are required to have affordability periods of at least fifty-five years. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 3 of 9 EXHIBIT D Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 6) The Plan is required to be for a term of five years. Local governments shall obtain approval of the Department for amendments made to the Plan in each succeeding year of the term of the Plan. Reallocations of more than ten percent of funds among Activities require amendment of the Plan, with approval granted by the governing body at a publicly noticed public meeting. 7) If funds are used for the acquisition, construction, or rehabilitation of for- sale housing projects or units within for-sale housing projects, the grantee shall record a deed restriction against the property that will ensure compliance with one of the following requirements if the property is no longer the primary residence of the homeowner due to sale, transfer or lease, unless it is in conflict with the requirements of another public funding source or law: a) PLHA loan and any interest thereon shall be repaid to the Local government’s PLHA account. The Local government shall reuse the repayments consistent with the Eligible Activities per Section 301 of the Guidelines; or, b) The initial owner and any subsequent owner shall sell the home at an Affordable housing cost to a qualified Lower-Income or Moderate-Income household; or, c) The homeowner and the Local government shall share the equity in the unit pursuant to an equity-sharing agreement. The grantee shall reuse the proceeds of the equity-sharing agreement consistent with the Eligible Activities per Section 301 of the Guidelines. 8) If funds are used for the development of an affordable rental housing project, the Local government shall make the PLHA assistance in the form of a loan to the Sponsor of the project. The loan shall be evidenced through a Promissory Note secured by a Deed of Trust. 9) A program income reuse plan describing how repaid loans shall be reused for eligible activities specified in Section 301 of the Guidelines. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 4 of 9 EXHIBIT D Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 5. Core Practices A. A Contractor or Subrecipient must provide eligible activities in a manner consistent with the housing first practices described in California Code of Regulations, title 25, section 8409(b)(1)-(6). A Contractor or Subrecipient allocated funds for eligible activities that provide permanent housing shall incorporate the core components of Housing First as provided in Section 8255(b) of the Welfare and Institutions Code. 6. Monitoring Grant Activities A. Contractor shall monitor the activities selected and awarded by them to ensure compliance with PLHA requirements. An onsite monitoring visit of Subrecipients and any other service providers shall occur whenever determined necessary by the Contractor, but at least once during the Grant period. B. The Department will monitor the performance of the Contractor based on a risk assessment and according to the terms of this Agreement. The Department may also monitor any Subrecipients of the Contractor as the Department deems appropriate based on a risk assessment. C. As requested by the Department, the Contractor shall submit to the Department all PLHA monitoring documentation necessary to ensure that Contractor and its Subrecipients are in continued compliance with PLHA requirements. Such documentation requirements and the submission deadline shall be provided by the Department at the time such information is requested from the Contractor. 7. Reporting/Audits A. Commencing with the Effective Date of this Agreement and continuing through the Expiration Date, the Contractor shall submit an annual report to the Department by July 31 of each year that reports all activities from the previous fiscal year (7/1–6/30), on forms provided by the Department. The first report will be due on July 31, 2021 and will report all activities from date of initial fund disbursement through June 30, 2021. B. The annual report shall contain a detailed report which must include, at a minimum: 1) Identification of the Eligible Activities to which the Contractor committed program funds, and the income levels of households assisted. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 5 of 9 EXHIBIT D Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 2) Amounts awarded to Subrecipients with the activity(ies) identified; 3) Identification of the Eligible Activities upon which the Contractor expended program funds, and the income levels of households assisted and the affordability level for any units assisted; and, 4) Close out report for contracts that were fully expended and in which all activities funded were completed during the fiscal year. C. The Department may request additional information as needed to meet other applicable reporting or audit requirements. D. The Contractor is responsible for the completion of audits and all costs of preparing audits. E. The Department reserves the right to perform or cause to be performed a financial audit. At the Department’s request, the Contractor shall provide, at its own expense, a financial audit prepared by a certified public accountant. F. If a financial audit is required by the Department, the audit shall be performed by an independent certified public accountant. Selection of an independent audit firm shall be consistent with procurement standards contained in 24 CFR 85.36. 1) The Contractor shall notify the Department of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by the Department to the independent auditor's working papers. 2) The Contractor is responsible for the completion of audits and all costs of preparing audits. 3) If there are audit findings, the Contractor must submit a detailed response acceptable to the Department for each audit finding within ninety (90) days from the date of the audit finding report. 8. Retention and Inspection of Records A. The Contractor is responsible for maintaining records, which fully disclose the activities funded by the Grant. Adequate documentation of each transaction shall be maintained to permit the determination, through an audit if requested by the State, of the accuracy of the records and the allowability of expenditures charged to Grant funds. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 6 of 9 EXHIBIT D Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 B. The Contractor agrees that the Department or its designee shall have the right to review, obtain, and copy all records and supporting documentation pertaining to performance of this Agreement. The Contractor agrees to provide the Department or its designee, with any relevant information requested. The Contractor agrees to permit the Department or its designee access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees who might reasonably have information related to such records and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with the PLHA Statutes, the NOFA, and this Agreement. C. The Contractor further agrees to retain all records for a period of five years after the end of the term of this Agreement: 1) If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been started 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. 2) The Contractor also agrees to include in any contract that it enters into in an amount exceeding $10,000, the Department’s right to audit the contractor’s records and interview their employees. The Contractor shall comply with the caveats and be aware of the penalties for violation of fraud and for obstruction of investigation as set forth in California Public Code Section 10115.10. D. The determination by the Department of the eligibility of any expenditure shall be final. If the eligibility of any expenditure cannot be determined because records or documentation are inadequate, the expenditure may be disallowed, and HCD shall determine the reimbursement method for the amount disallowed. E. The Contractor shall retain all books and records relevant to this Agreement for a minimum of five years after the end of the term of this Agreement. Records relating to any and all audits or litigation relevant to this Agreement shall be retained for five years after the conclusion or resolution of the matter. 9. Breach and Remedies A. The following shall each constitute a breach of this Agreement: 1) Contractor’s failure to comply with the terms of this Agreement. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 7 of 9 EXHIBIT D Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 2) Use of, or permitting the use of, Grant funds provided under this Agreement for any ineligible costs or for activities not approved under this Agreement. 3) Any failure to comply with the deadlines set forth in this Agreement. B. In addition to any other remedies that may be available to the Department in law or equity for breach of this Agreement, the Department may: 1) Bar the Contractor from applying for future PLHA and other HCD funds; 2) Revoke any other existing PLHA award(s) to the Contractor; 3) Require the return of any unexpended PLHA funds disbursed under this Agreement; 4) Require repayment of PLHA funds disbursed and expended under this agreement; 5) Require the immediate return to the Department of all funds derived from the use of PLHA funds including, but not limited to recaptured funds and returned funds; 6) 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 the PLHA Program requirements; and, 7) Seek such other remedies as may be available under the relevant agreement or any law. C. All remedies available to the Department are cumulative and not exclusive. D. The Department may give written notice to the Contractor to cure the breach or violation within a period of not less than fifteen days. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 8 of 9 EXHIBIT D Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 10. Termination A. The Department may terminate this Agreement at any time for cause by giving a minimum of thirty days’ notice of termination, in writing, to the Contractor. Cause shall consist of, violations of any terms and/or special conditions of this Agreement, the PLHA Statutes, or the NOFA. Upon termination of this Agreement, unless otherwise approved in writing by the Department, any unexpended funds received by the Contractor shall be returned to the Department within thirty days of the notice of termination. B. This Agreement is subject to any additional restrictions, limitations or conditions, or statute, 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 the State of California governments, which may affect the provisions, terms or funding of this Agreement in any manner. C. The Department has the option to terminate this Agreement under the thirty-day cancellation clause or to amend this Agreement to reflect any reduction of funds. 11. 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 the Department to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Contractor 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 the Department to enforce these provisions. 12. Relocation Contractor shall comply with all requirements of applicable California relocation law (Gov. Code, § 7260 et seq. and the regulations promulgated thereunder at Cal. Code Regulations, Title. 25, § 6000 et seq.). Any relocation plan for the Development shall be subject to the review and approval by the State. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange 20-PLHA-15177 Page 9 of 9 EXHIBIT D Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 13. Special Conditions Contractors and Subrecipients The Contractor agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibit E. These conditions shall be met to the satisfaction of the Department prior to disbursement of funds. The Contractor shall ensure that all Subrecipients are made aware of and agree to comply with all conditions of this Agreement and the applicable State requirements governing the use of Grant funds. The Contractor shall ensure that all Subrecipients are qualified to do business and in good standing with the California Secretary of State and the California Franchise Tax Board. Failure to comply with these conditions may result in cancellation of this Agreement. 14. Compliance with State and Federal Laws, Rules, Guidelines and Regulations The Contractor agrees to comply with all State and Federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity, and all other matters applicable to the Grant, the Contractor, its Subrecipients, and any other Grant activity. 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 the Department, 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 Contractor shall notify the Department immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or the Department 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 the Department. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 Page 1 of 4 EXHIBIT E Permanent Local Housing Allocation (PLHA) Program - Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 PROGRAM-SPECIFIC PROVISIONS AND SPECIAL CONDITIONS 1. Program-Specific Provisions The following are project-specific terms and conditions (referred to as enumerated provision(s) for ease of reference in prior exhibits) and shall inform the references made to project-specific information not contained in those prior exhibits. Budget Detail: Contractor has been awarded the following grant activity amounts for 2019: $1,272,164 Estimated five year allocation may not exceed: $7,632,984 Payees: A. The authorized Payee(s) is/are as specified below: Name: County of Orange Amount: $1,272,164 Plan: 1. Provide a description of how allocated funds will be used for the proposed activity. There are several activities that will be provided under Section 301(a)(6): They include: Activity 1) Buena Park Navigation Center located at 6494 Caballero Blvd, Buena Park, CA 90620 and Activity 2) Placentia Navigation Center located at 731 S. Melrose Street Placentia, CA 92870. These activities are considered a jointly funded project under the PLHA guidelines and will be allocated 45.55% of the PLHA allocation that will to be distributed to the City of La Habra, who has been designated Treasurer of a jointly funded project on behalf of Brea, Cypress, La Palma, Los Alamitos, Stanton and Villa Park. These urban county cities have joined in a collaborative effort with the entitlement jurisdictions of Buena Park, Fullerton, La Habra, Orange, Placentia, and Yorba Linda to develop these navigation centers where homeless in the North Service Planning Area (SPA) and receive shelter and services. The operators were procured through a competitive NOFA process by the City of Buena Park and the City of Placentia; Activity 3) Alternative Sleeping Location located at 20652 Laguna Canyon Road Laguna Beach, CA 92651 will be allocated 3.54% of the PLHA allocation for the City of Laguna Beach; Activity 4) Yale Transitional Center located at 1801 S. Greenville Santa Ana, CA 92704 will receive 32.79% of the funding on behalf of the unincorporated areas of the county for development and/or ongoing operating costs. Therefore a total amount 36.33% of Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 Page 2 of 4 EXHIBIT E Permanent Local Housing Allocation (PLHA) Program - Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 PLHA funding will go for emergency shelters; and Activity 5) The City of Dana Point located at 33282 Golden Lantern Dana Point, CA 92677 will receive 6.67% to provide outreach, case management, rapid rehousing and other services to homeless and those at risk of homelessness in Dana Point. A total of 88.55% will be to be allocated yearly for the five year period to Section 301(a)(6) activities. Funding Allocation Year 2019 2020 2021 2022 2023 Type of Activity Navigation Centers Navigation Centers Navigation Centers Navigation Centers Navigation Centers Percentage of Funds Allocated for each Activity 45.55% 45.55% 45.55% 45.55% 45.55% Area Median Income Level Served 60% 60% 60% 60% 60% Funding Allocation Year 2019 2020 2021 2022 2023 Type of Activity Emergency Shelters Emergency Shelters Emergency Shelters Emergency Shelters Emergency Shelters Percentage of Funds Allocated for each Activity 36.33% 36.33% 36.33% 36.33% 36.33% Area Median Income Level Served 60% 60% 60% 60% 60% Funding Allocation Year 2019 2020 2021 2022 2023 Type of Homeowner Assistance Supportive Services Supportive Services Supportive Services Supportive Services Supportive Services Percentage of Funds Allocated for each Activity 6.67% 6.67% 6.67% 6.67% 6.67% Area Median Income Level Served 60% 60% 60% 60% 60% 2. Provide a description of how allocated funds will be used for the proposed activity. The PLHA funds will be allocated to two urban county cities for activities under Section 301(a)(7) for accessibility modifications for seniors. The two jurisdiction are the City of Laguna Woods that will be allocated 2.59% of PLHA funds for accessibility modifications for seniors and the City of Seal Beach that will be allocated 3.86% of the PLHA funds for accessibility modifications for seniors. Therefore, a total 6.45% of the total PLHA allocation is to fund Section 302(a)(7) activities yearly Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 Page 3 of 4 EXHIBIT E Permanent Local Housing Allocation (PLHA) Program - Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 and throughout the Five-Year term of the Plan. There will be no funding (zero percent) allocated under Section 301(a)(7) for Affordable Owner-occupied Workforce Housing. Funding Allocation Year 2019 2020 2021 2022 2023 Type of Activity Accessibility Modifications Accessibility Modifications Accessibility Modifications Accessibility Modifications Accessibility Modifications Percentage of Funds Allocated for each Activity 6.45% 6.45% 6.45% 6.45% 6.45% Area Median Income Level Served 60% 60% 60% 60% 60% Total Administrative Costs 5% 5% 5% 5% 5% Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 Page 4 of 4 EXHIBIT E Permanent Local Housing Allocation (PLHA) Program - Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: 11/05/2020 2. Special Terms and Conditions The following Special Conditions are applicable to this Standard Agreement: None. Attachment F DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 Page 1 of 2 EXHIBIT 1 Subject: OC Community Resources Contract Reimbursement Policy Effective: July 1, 2010 Revised: January 17, 2020 PURPOSE: This policy contains updated fiscal documentation requirements for contract reimbursement for OC Community Services and OC Housing & Community Development. The procedures provide instructions for submitting reimbursement demand letter or invoice. REFERENCES: Executed County Board of Supervisors approved contract Budget included in contract or presented as an attachment 48 CFR Part 31 Contract Cost Principles and Procedures 24 CFR Parts 85, 570.502, 570.201, 576.21, 576.51 and 576.61: For OC Housing & Community Development Contracts only. 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) BACKGROUND: The executed Board of Supervisors approved contract is the authorization for all aspects of payment, including the maximum amount to be paid, the payee, and the scope of services and work. Payments are made in strict accordance with the contract terms. Allowable costs are identified in referenced Uniform Guidance and Code of Federal Regulations (CFR). ATTACHMENTS: Reimbursement Policy Status Form (RPS-1) POLICY: Contractor is responsible for the submission of accurate claims. This reimbursement policy is intended to ensure that the Contractor is reimbursed based on the code or codes that correctly describe the services provided. This information is intended to serve only as a general reference resource regarding OC Community Services’ and OC Housing & Community Development’s reimbursement policy for the services described and is not intended to address every aspect of a reimbursement situation. Accordingly, OC Community Services and OC Housing & Community Development may use reasonable discretion in interpreting and applying this policy to services provided in a particular case. Other factors affecting reimbursement may supplement, modify or, in some cases, supersede this policy. These factors may include, but are not limited to: legislative mandates and County directives. OC Community Services and OC Housing & Community Development may modify this reimbursement policy at any time by publishing a new version of the policy. However, the information presented in this policy is accurate and current as of the date of publication. Cost incurred by Contractor must be substantiated and incurred during the contract period. Total of all reimbursements cannot exceed the amount of the contract. Cost must be allowable under applicable Code of Federal Regulations (CFR) or Uniform Guidance. All supporting documentation for reimbursement must be submitted with demand letter or invoice. If contract DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 Page 2 of 2 requires matching contribution, documentation substantiating contribution match must be submitted with demand letter or invoice. At any time, based on County’s business needs and/or Contractor’s performance, the County may designate Contractor to submit abbreviated or comprehensive documentation, as identified in the respective sections. Upon designation, Contractor will be notified, in writing via Reimbursement Policy Status Form, of which requirements are in full force. When Contractor is required to submit comprehensive documentation, in addition to the items identified in the Abbreviated Documentation Requirements Section, Contractor must also provide the documentation identified in the Comprehensive Documentation Requirements Section. PROCEDURES: Abbreviated Documentation Requirements Compile and submit: 1.Supporting documentation includes, but is not limited to: a.General ledger/expense transaction report b.Payroll register or labor distribution report c.Payroll allocation plan d.Personnel Documentation e.Benefit plan and calculation of benefit f.Employer-employee contract for non-customary benefits (if applicable) g.Pre-approval documentation for equipment purchases equal to or greater than $5,000 2.The following is required with the first month’s invoice only: a.Cost allocation plan for rent, utilities, etc. b.Indirect rate approved by cognizant agency (if applicable) 3.Summary of leveraged resources (if applicable) 4.Demand letters must contain the following certification (if required by Contract): “By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31 Sections 3729-3730 and 3801-3812)” 5.Grantee Performance Report (if required by Contract) 6.Supporting documentation shall be on single-sided sheets 7.Please redact employees’ Social Security Number from payroll reports 8.Demand letter or invoice, along with supporting documentation shall be submitted to: OC Community Resources Accounting 601 N. Ross St., 6th Floor Santa Ana, CA 92701 Comprehensive Documentation Requirements In addition to abbreviated documentation, compile and submit: 9.Purchase orders, invoices, and receipts 10.Cashed checks 11.Check register 12.Consultant/sub-contractor invoices (with description of services) 13.Travel expense documentation: mileage reimbursement, hotel bill, meal reimbursement ACTION: Distribute this policy to all appropriate staff INQUIRIES: Inquiries may be directed to OCCR Accounts Payable at: OCCRAccountsPayable@occr.ocgov.com DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 Reimbursement Policy Status Form Per OC Community Resources Contract Reimbursement Policy, in regards to the Contract # listed herein, Contractor is designated with the Documentation Status of Abbreviated unless Comprehensive is checked below. If the contractor’s designation should change to Abbreviated, a new status form shall be approved. All related documentation requirements are in full force, until further notice. Contractor: City of San Juan Capistrano Effective Date: Upon Execution Contract #: 21-23-0007-PLHA Documentation Status: ☒ Abbreviated ☐Comprehensive ************************************************************************************************************* Program Authorization by: Auditor Controller Authorization by: Print Name: Julia Bidwell Signed by: Date: Two signatures are required to implement the form. Distribution: Contractor Auditor Controller Contract File Program File Reimbursement Policy Status (RPS-1) Print Name: Eric Takanishi Signed by: Date: DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 12/7/2021 12/16/2021 Certification for a Drug-Free Workplace City of San Juan Capistrano Contract # 21-23-0007-PLHA U.S. Department of Housing and Urban Development EXHIBIT 2 Applicant Name PLHA- Permanent Location Housing Allocation Program/Activity Receiving Federal Grant Funding Acting on behalf of the above named Applicant as its Authorized Official, I make the following certifications and agree ments to the Department of Housing and Urban Development (HUD) regarding the sites listed below: I certify that the above named Applicant will or will continue to provide a drug-free workplace by: a.Publishing a statement notifying employees that the un- lawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the Applicant's work- place and specifying the actions that will be taken against employees for violation of such prohibition. b.Establishing an on-going drug-free awareness program to inform employees --- (I)The dangers of drug abuse in the workplace; (2)The Applicant's policy of maintaining a drug-free workplace; (3)Any available drug counseling, rehabilitation, and employee assistance programs; and (4)The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. c.Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph a.; d.Notifying the employee in the statement required by para- graph a. that, as a condition of employment under the grant, the employee will --- (I)Abide by the terms of the statement; and (2) Notify the employer in writing of his or her convic- tion for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction; e.. Notifying the agency in writing, within ten calendar days after receiving notice under subparagraph d.(2) from an em- ployee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, includ- ing position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant; f.Taking one of the following actions, within 30 calendar days of receiving notice under subparagraph d.(2), with respect to any employee who is so convicted --- (I)Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or (2) Requiring such employee to participate satisfacto - rily in a drug abuse assistance or rehabilitation program ap - proved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; g.Making a good faith effort to continue to maintain a drug - free workplace through implementation of paragraphs a. thru f. 2. Sites for Work Performance. The Applicant shall list (on separate pages) the site(s) for the performance of work done in connection with the HUD funding of the program/activity shown above: Place of Performance shall include the street address, city, county, State, and zip code. Identify each sheet with the Applicant name and address and the program/activity receiving grant funding .) Check here 0if there are workplaces on file that are not identified on the attached sheets. I hereby certify that all the information stated herein, as well as any information provided in the accompaniment herewith, is true and accurate. Warning: HUD will prosecute false claims and statements. Conviction may result in criminal and/or civil penalties. (18 U .S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802) Name of Authorized Official Title Signature Date X form HUD-50070 (3/98) ref. Handbooks 7417.1 , 7475.13, 7485.1 & .3 DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 City Manager 10/28/2021 Benjamin Siegel County of Orange OC Community Resources Page 1 of 2 City of San Juan Capistrano Contract No.21-23-0007-PLHA Exhibit 3 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTIONS This certification is required by the regulations implementing Executive Order 12549, Debarment and suspension, 29 CFR Part 98.510, Participants’ responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211) (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION) (1)The contractor or grant recipient of Federal assistance funds certifies, by submission of this exhibit document, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2)Where the contractor or grant recipient of Federal assistance funds is unable to certify to any of the statements in this certification, the contractor or grant recipient shall attach an explanation to this exhibit document. Name Title Authorized Signature Date DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 Benjamin Siegel City Manager 10/28/2021 County of Orange OC Community Resources Page 2 of 2 City of San Juan Capistrano Contract No.21-23-0007-PLHA Exhibit 3 DEBARMENT AND SUSPENSION CERTIFICATION - Instructions for Certification 1.By signing and submitting this exhibit document, the contractor or grant recipient of Federal assistance funds is providing the certification as set out below. 2.The certification in the clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the contractor or grant recipient of Federal assistance funds knowingly rendered an erroneous certification in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. 3.The contractor recipient of Federal assistance funds shall provide immediate written notice to the County of Orange/Workforce Investment Board to which this certification document is submitted if at any time the contractor or grant recipient of Federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4.The contractor or grant recipient of Federal assistance funds agrees by submitting this certification document that, should the covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 5.The contractor or grant recipient of Federal assistance funds further agrees by submitting this certification document that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 6.The contractor or grant recipient in a covered transaction may rely upon a certification of a contractor or grant recipient in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. The contractor or grant recipient may decide the method and frequency by which it determines the eligibility of its principals. 7.Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the contractor or grant recipient is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 8.Except for transactions authorized under paragraph 5 of these instructions, if the contractor or grant recipient in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange OC Community Resources Page 1 of 3 City of San Juan Capistrano Contract No.21-23-0007-PLHA EXHIBIT 4 INSTRUCTIONS FOR COMPLETION OF SF-LLL DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient at the initiat ion or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress. or an employee of a Member of Congress in connection with a covered F ederal action. Use the SF LLL-A Continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budge t for additional information. 1.Identify the type of covered Federal action for which lobbying is and has been secured to influence the outcome of a covered action. 2.Identify the status of the covered Federal action. 3.Identify the appropriate classification of this report. If this is a follow up report caused by a material change to the info rmation previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this repor ting entity for this covered Federal action. 4.Enter the full name, address, city, state and zip code of the reporting ent ity. Include congressional district. if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e. g. the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts. subgrants and contract awards under grants. 5.If the organization filing the report, in item 4 checks "Subawardee", then enter the full name, address, city, state, and zip code of the prime Federal recipient. Include congressional district, if known. 6.Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below age ncy name, if known. For example, Department of Transportation, United States Coast Guard. 7.Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments. 8.Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e. g. Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number the contract, grant. or loan award number; the application proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP DE 90 09." 9.For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the primary entity identified in item 4 or 5. 10.(a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI). 11.Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying enti ty (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report enter h e cumulative amount of payment made or planned to be made. 12.Check the appropriate box(es). Check all boxes that apply. If payment is made through an in kind contribution, specify the nature and value of the in kind payment. 13.Check the appropriate box(es). Check all boxes that apply. If other, specify nature. 14.Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted and the officer(s), employee(s), or Member(s) of Congress that were contacted. 15.Check whether or not a SF LLL A Continuation Sheet(s) is attached. 16.The certifying official shall sign and date the form, print his/her name, title, and telephone number. Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time fo r reviewing instructions. searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reduc ing this burden, to the Office of Management and Budget. Paperwork Reduction Project (0348 0046) Washington D.C., 20503. DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 County of Orange OC Community Resources Page 2 of 3 City of San Juan Capistrano Contract No.21-23-0007-PLHA EXHIBIT 4 DISCLOSURE OF LOBBYING ACTIVITIES Complete this form to disclose activities pursuant to 31 U.S.C 1352 1.Type of Federal Actions: a.contract b.grant c.cooperative agreement d.loan e.loan guarantee f.loan insurance 2.Status of Federal Actions: a.bid/offer/application b.initial award c.post-award 3.Report Type: a.initial filing b.material change For material change only: Year: Quarter: Date of last report: 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is a Subawardee: Enter Name and Address of Prime: Congressional District, if known: Prime Subawardee Tier if known Congressional District, if known: 6.Federal Department / Agency:7.Federal Program Name/Description 8.Federal Action Number, if known:9.Award Amount, if known: $ 10a. Name and Address of Lobbying Entity (if individual, last name, first name, MI): (attach Continuation Sheets SF-LLL-A, if necessary) 10b. Individual Performing Services (including address if different from No. 10a) (last name, first name, MI): 11.Amount of Payment (check all that apply): $ Actual Planned 13.Type of Payment (check all that apply) a.retainer b.one-time free c.commission d.contingent fee e.deferred f.other specify: 12.Form of Payment (check all that apply): a.cash b.in-kind: specify: nature: value: 14.Enter Description of Services performed or to be Performed and date(s) of Service, including officer(s), employee(s), or Memb er(s) contacted, for Payment indicated on item 11: 15.Continuation sheet(s) SF-LLL-A attached:Yes No 16.Information requested through this form authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semiannually and will be available for public inspection. An person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: Print Name: Title: Telephone No: Date: DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 City Manager 10/28/2021 Benjamin Siegel County of Orange OC Community Resources Page 3 of 3 City of San Juan Capistrano Contract No.21-23-0007-PLHA Reporting Entity: Page of BILLING CODES 3410-01 -C; 6450-01-C; 6890-01 ;6025-01-C; 7510-01-C , 35 1 0-FE-C; 8120-01 -C; 4710-24-C, 6116-01 -C, EXHIBIT 4 DISCLOSURE OF LOBBYING ACTIVITIES CONTINUATION SHEET Approved by OMS - 0348-0046 DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief, that: EXHIBIT 5 Page 1 of 1 (1)No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying," in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all* subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10, 000 and not more than $100,000 for each such failure. Grantee/Contractor Organization Name Title Authorized Signature *Note: In these instances, "All," in the Final Rule is expected to be clarified to show that it applies to covered contract/grant transactions over $100,000 (per OMB). DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384 City of San Juan Capistrano Benjamin Siegel City Manager Paseo Adelanto Mixed UseSummaryCity of San Juan Capi9% - 50DUUnit Mix and RentsRevised:9/13/2021UNIT MIXANNUAL BEDROOMS SF UNITS MGR PERCENT AVG UTILITY AVG GROSSGROSS ALLOWANCE NET INCOME155049 0 98% 463 0 463 272,028275001 2%0 0 0 0TOTAL491100%154272,028Source Of FundsAMINO. UNITS PERCENTPERMANENT SOURCESPERCENT TOTALSTATUS30%400%Net Investor Equity (Federal)44% 16,122,54835%080%Permanent Loan19% 7,037,77040%00%City LMF16% 5,900,000 DDA October 202145%00%MHSA/SNHP6% 2,384,634 Applied March 202150%918%City Addl Funds (HCD)4% 1,418,712 DDA October 202155%00%OCHFT (non-MHSA and MHSA match)9% 3,303,315 Applied March 202160%00%Other: CEC2%750,000 Applied September 2021TOTAL4998%Deferred Developer Fee0%2,361 Applied March 2022TOTAL SOURCES100% 36,919,340Use of FundsNOTES:USES OF FUNDSPERCENT TOTAL PER UNITProvide note for permit fees estimated at $262,000Land / Acquisition Costs24% 8,906,000178,120Total Hard Costs16,756,479335,130Predevelopment Loan RequestHard Cost Contingency7.00% 1,152,73023,055 MilestoneAmountConstruction Interest2,026,17240,523 DDA Approval (Funds spent to date)$300,000Loan Fees314,5036,290 Entitlement Submittal (25%)$275,000Soft Costs5,225,660104,513 Tax Credit Application (35%)$400,000Soft Costs Contingency7.00%337,7966,756 Tax Credit Award (Remainder)$443,712Developer Fee2,200,00044,000 Total Predevelopment Request$1,418,712TOTAL DEVELOPMENT COSTS36,919,340738,387MONTHLYIncome MixExhibit 6DocuSign Envelope ID: D8397F3B-237B-4665-90C6-D1EF86AA8384