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23-0516_ORANGE, COUNTY OF_Agenda Report_E10City of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM: Benjamin Siegel, City Manager SUBMITTED BY: Joel Rojas, Development Services Director PREPARED BY: Laura Stokes, Housing Supervisor / Associate Planner DATE: May 16, 2023 SUBJECT: Cooperation Agreement Amendment with the County of Orange for Continued Participation in the Urban County Cooperation Program for the Pursuit of Federal Grant Funding Opportunities; and, Finding Said Action is Categorically Exempt from the California Environmental Quality Act (CEQA) per CEQA Guidelines Section 15061(b)(3). RECOMMENDATION: 1.Approve and authorize the City Manager to execute a Cooperation Agreement Amendment (Attachment 1) with the County of Orange, substantially in the form attached, for continued participation in the Urban County Cooperation Program, which would enable the City to continue partnership with the County for federal grant funding opportunities related to housing; 2.Authorize the City Manager to execute all related documents necessary to extend the Cooperation Agreement; 3.Finding that said actions are exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(3). EXECUTIVE SUMMARY: The City currently contracts with the County of Orange for participation in the Urban County Cooperation Program. This partnership enables the City to apply through the County for federal grant funding opportunities, such as the Community Development Block Grant (CDBG) program, typically related to public improvements and housing. The City’s current Cooperation Agreement expires on June 30, 2023, and the County has provided an Amendment to extend the Agreement for another three years, through June 5/16/2023 E10 City Council Agenda Report May 16, 2023 Page 2 of 3 30, 2026. The Amendment is required to be approved by the City Council and submitted to the County by June 1, 2023. DISCUSSION/ANALYSIS The federal CDBG program provides annual grants on a formula basis to states, cities and counties to develop viable communities by providing decent housing and expanded economic opportunities for low- and moderate-income households. In the mid 1990s, the City of San Juan Capistrano elected to apply directly to the State for CDBG funds as opposed to receiving funds through the County. Since that time, the City has successfully applied for and received federal grant funding through the State for various housing and community development programs. From 1998 to 2004, the City was awarded $2.35 million in CDBG funds which were used for “First Time Home Buyer” and “Owner- Occupied Rehabilitation” programs for lower income households, as well as toward the 27-unit Habitat for Humanity residential development. From 1999 to 2011, the City was awarded $3.7 million in HOME Investment Partnership Program funds, which are still being used today to provide 0% interest loans for home repair to lower income households. Beginning in Fiscal Year 2020/2021, the City began partnering with the County through its Urban County Cooperation Program for available CDBG monies (Attachment 2). This format is more typical for a city of our size, and the change was made to take advantage of additional funding opportunities. The Urban County Cooperation Program allows Orange County jurisdictions to partner with the County for CDBG, HOME, and other housing opportunities made available on an entitlement basis from the federal Department of Housing and Urban Development (HUD). Through the partnership with the County, the City has already been awarded $350,000 in CDBG funds for public service projects in the City’s downtown (including ADA-compliant ramps and crosswalk improvements). The City’s current Urban County Cooperation Program Agreement with the County runs through June 30, 2023. Participating cities can extend the agreement through June 30, 2026, by approving an amendment to the original agreement. The County has provided Amendment 1 to the Urban County Cooperation Program Agreement for the City Council’s consideration as described further in a recent letter from OC Community Resources (Attachment 3). Staff supports continuing the partnership with the County as it increases the potential for future funding and provides the City with a more accessible resource of experienced staff to answer technical questions and address any necessary grant reporting requirements. Therefore, staff recommends that the City Council approve and authorize the City Manager to execute Amendment 1 to the Cooperation Agreement, substantially in the form attached, for continued participation in the Urban County Cooperation Program through June 30, 2026, as well as authorize the City Manager to execute any additional documentation necessary to extend the Cooperation Agreement. FISCAL IMPACT: City Council Agenda Report May 16, 2023 Page 3 of 3 There would be no fiscal impact resulting from the City’s continued participation in the Urban County Cooperation Program. The City will have annual opportunities to apply for federal grant funds through the County. ENVIRONMENTAL IMPACT: In accordance with CEQA, the recommended action is exempt from CEQA per Section 15061(b)(3), the general rule that the CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. Extending a Cooperation Agreement with the County of Orange would not be an activity with potential to cause significant effect on the environment, and therefore is exempt from CEQA. PRIOR CITY COUNCIL REVIEW: On July 7, 2020, the City Council approved and authorized the City Manager to execute a Cooperation Agreement with the County of Orange for participation in the Urban County Cooperation Program. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: Not applicable. NOTIFICATION: County of Orange, Julia Bidwell ATTACHMENT(S): Attachment 1 – Proposed Urban County Cooperation Agreement Amendment 1 Attachment 2 – Current Urban County Cooperation Agreement Attachment 3 – Orange County Community Resources Letter Page 1 of 6 ATTACHMENT 1 AMENDMENT ONE TO COOPERATION AGREEMENT BETWEEN THE COUNTY OF ORANGE AND CITY OF SAN JUAN CAPISTRANO This Amendment Number ONE (hereinafter “Amendment ONE”) is made and entered into by the County of Orange, a political subdivision of the State of California, (“COUNTY”) and CITY OF SAN JUAN CAPISTRANO, a municipal corporation, (“CITY”), IEU Number _____________ which are sometimes individually referred to as “Party” or collectively referred to as “Parties”, and is effective as of July 1, 2024, hereinafter referred to as “EFFECTIVE DATE”. WHEREAS, COUNTY and CITY executed that certain COOPERATION AGREEMENT “Small-City” (hereinafter, as amended, “Original Agreement” or “Agreement”) for commencement July 1, 2020; and WHEREAS, U.S. Department of Housing and Urban Development (“HUD”) Notice CPD-23-02 allows “automatic” renewals for up to three years provided that COUNTY sends a letter to CITY notifying it that the Original Agreement will be renewed unless CITY notifies COUNTY that it wishes to terminate the agreement and a copy of such a letter is provided to HUD; and WHEREAS, COUNTY sent CITY a letter notifying CITY of such renewal on April 28, 2023; and WHEREAS, CITY did not advise COUNTY that it wished to terminate the Original Agreement with County; and WHEREAS, the Parties agree to further amend the Original Agreement at this time in the manner set forth herein. NOW, THEREFORE, the Parties hereby agree as follows: I. Modifications to the Original Agreement 1. Section 2 of the Original Agreement is amended in its entirety as follows: “COUNTY shall have the authority to carry out activities, which will be funded from annual Community Development Block Grant (CDBG), Home Investment Partnership (HOME) and Emergency Solutions Grant (ESG) Program funds appropriated for Fiscal Years 2024-2025, 2025-2026 and 2026-2027 and from any program income generated from the expenditure of such funds.” Page 2 of 6 2. Section 6 of the Original Agreement shall be amended to add subsection (c.) as follows: “c. A policy to undertake or assist in undertaking, community renewal and lower-income housing assistance activities.” 3. Section 9 of the Original Agreement shall read as amended in its entirety as follows: “This Agreement shall cover Fiscal Years 2024-2025, 2025-2026 and 2026- 2027, respectively of CDBG, HOME and ESG program applications, including any subsequent Supplemental sources (Paragraph 23 of the Agreement). In no event shall this agreement be terminated by either Party before June 30, 2027, except as allowed in legislation enacted by the U.S. Congress for termination or withdrawal from the Urban County Program and as permitted by HUD. This Agreement remains in effect until the CDBG (and, where applicable, HOME and ESG) funds and program income received (with respect to activities carried out during the three-year qualification period, and any successive qualification periods under agreements that provide for automatic renewal) are expended and the funded activities completed, and the COUNTY and CITY cannot terminate or withdraw from this Agreement while it remains in effect.” 4. Section 10 shall be added to Agreement to read: “In accordance with HUD Notice CPD 23-03, and subsequent CPD Notices, this Agreement will be automatically extended for an additional 3 (three) year period (July 1, 2024 to June 30, 2027) unless COUNTY or CITY provides written notice that it elects not to participate in a new qualification period. A copy of the notice must be sent to HUD Field Office. COUNTY shall notify CITY in writing of its right not to participate any longer than the date specified in HUD’s Urban County Qualification Notice for the next qualification period.” 5. Section 11 of the Original Agreement is amended to read: “CITY and COUNTY agree to adopt amendments (s) to this Agreement as may be required by HUD to meet any new Urban County Qualification requirement(s) subsequent to June 30, 2024 and to submit such amendments to HUD. The COUNTY will notify CITY of its right to terminate its participation in the program based on the adoption of any such amendment. If either CITY or COUNTY refuses to adopt any such amendment, this automatic renewal provision herein will be void.” 6. Section 14 of the Original Agreement is amended to add subsection (d) as follows: Page 3 of 6 “d. May receive a formula allocation under the ESG Program only through the Urban County.” 7. Section 24 of the Original Agreement is amended to read: “CITY may void this Agreement only if it submits to COUNTY on or before June 2023 the notification from HUD that CITY has qualified as a “Metropolitan City” or an “Entitlement City” prior to the completion of the re-qualification process for Fiscal Years 2024-25, 2025-2026, and 2026- 2027. Upon such notification by HUD, CITY also must submit to COUNTY and HUD written notification of its decision to either remain in the Urban County Program as a “Metropolitan City” or become an “Entitlement City” as a separate entity.” II. Additional Agreements 1. The COUNTY and the CITY agree to cooperate to undertake, or assist in undertaking, community renewal and lower-income housing assistance activities. 2. The COUNTY and the CITY shall take all actions necessary to assure compliance with the COUNTY’S certification under section 104(b) of Title I of the Housing and Community Development Act of 1974, that the grant will be conducted and administered in conformity with Title VI of the Civil Rights Act of 1964 and the Fair Housing Act and will affirmatively further fair housing as required under See 24 CFR 91.225(a) and 5.105(a). The Parties shall comply with section 109 of Title I of the Housing and Community Development Act of 1974, which incorporates Section 504 of the Rehabilitation Act of 1973 of Title II of the Americans with Disabilities Act, the Age Discrimination Act of 1975, and Section 3 of the Housing and Urban Development Act of 1968, and all other applicable laws. The Parties agree that no urban county funding will be used for activities in, or in support of, any cooperating unit of general local government that does not affirmatively further fair housing within its own jurisdiction or that impedes the COUNTY’S actions to comply with the COUNTY’S fair housing certification. The Parties acknowledge and agree that noncompliance by a unit of general local government included in an urban county may constitute noncompliance by the grantee (i.e., the urban 14 county) that can, in turn, provide cause for funding sanctions or other remedial actions by the Department. 3. The CITY, and all other applicable units of general local government, may not sell, trade, or otherwise transfer all or any portion of such funds to another such metropolitan city, urban county, unit of general local government, or Indian tribe, or insular area that directly or indirectly receives CDBG funds in exchange for any other funds, credits or non- Federal considerations, but must use such funds for activities eligible under title I of the Act. Page 4 of 6 4. All other provisions of the Original Agreement, as amended, a copy of which is attached hereto as Exhibit A and incorporated by this reference, to the extent they are not inconsistent with this Amendment SIX, remain unchanged and in full force and effect. IN WITNESS WHEREOF, CITY has caused this Amendment ONE to be executed by its City Manager and attested by its City Clerk; COUNTY has caused this Amendment FIVE to be executed by the Director of the Orange County Community Resources; each having been duly authorized by the CITY Council and the COUNTY Board of Supervisors, respectively. Page 5 of 6 ATTEST: City of , a municipal Corporation in the State of California By: By: Name: Name: Title: City Manager Title: City Clerk Date: Date: COUNTY OF ORANGE, a political subdivision of the State of California By: Dylan Wright, Director Orange County Community Resources Date: //////////////////////////////////////////////////////////////////////////////////////////// ORIGINAL FORM CONTRACT APPROVED AS TO FORM and REQUIRED COUNTY COUNSEL STATEMENT: “The terms and provisions of the agreement are fully authorized under State and local law and the agreement provides full legal authority for the County.” By: Deputy County Counsel Date: __________ Page 6 of 6 Attachment: HUD 424-B ATTACHMENT 2 NOW, THEREFORE, the Parties agree as follows: 1.This Agreement shall constitute a cooperation agreement between the Parties within the meaning of Section 102 (a)(b) of the ACT. The parties agree to cooperate to undertake, or assist in undertaking, activities which might include, but are not limited to, (1) acquisition of property for disposition for private reuse, especially for low - and moderate -income housing, (2) direct rehabilitation of , or financial assistance to , housing, (3) low rent housing activities, (4) disposition of land to private develope rs for appropriate redevelopment, and (5) condemnation of property for low income housing-community. 2.COUNTY shall have the authority to carry out activities, which will be funded from annual CDBG or HOME Program funds appropriated for Fiscal Years 2021-2023 and from any program income generated from the expenditure of such funds. 3.COUNTY shall have final responsibility for selecting activities and annually filing the grant application (i.e. Annual Action Plan) with HUD. In the preparation of said application, COUNTY shall give due consideration to CITY's analysis of community development needs and proposed activities. 4.COUNTY certifies that it is following an adopted Consolidated Plan as required by 24 CFR Part 91 and 24 CFR Part 570.306. 5.Since HUD will not accept an agreement including a provision for veto or other restriction which would allow any party to obstruct implementation of the Consolidated Plan, both COUNTY and CITY shall attempt to fulfill housing goals established by the HUD approved Consolidated Plan for the period of this Agreement. 6.CITY acknowledges that it has adopted and is enforcing: a.A policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in non-violent civil rights demonstrations; and b. A policy of enforcing applicable State and local laws against physically barring entrance to or exit from a facility or location which is the subject of such non-violent civil rights demonstrations within jurisdictions. 7. The COUNTY and the CITY shall take all actions necessary to assure compliance with the COUNTY’S certification under section 104(b) of Title I of the Housing and Community Development Act of 1974, that the grant will be conducted and administered in conformity with Title VI of the Civil Rights Act of 1964 and the Fair Housing Act and will affirmatively further fair housing as required under See 24 CFR 91.225(a) and 5.105(a). The Parties shall comply with section 109 of Title I of the Housing and Community Development Act of 1974, which incorporates Section 504 of the Rehabilitation Act of 1973 FY 2021-23 Cooperation Agreement Page 2 of 9 Attachment O PAGE 2 of 9 DocuSign Envelope ID: 23F76D1B-3D47-4FF1-8242-F709A1D1B039 FY 2021-23 Cooperation Agreement Page 3 of 9 of Title II of the Americans with Disabilities Act, the Age Discrimination Act of 1975, and Section 3 of the Housing and Urban Development Act of 1968, and all other applicable laws. The Parties agree that no urban county funding will be used for activities in, or in support of, any cooperating unit of general local government that does not affirmatively further fair housing within its own jurisdiction or that impedes the COUNTY’S actions to comply with the COUNTY’S fair housing certification. In the event COUNTY’s Urban County application is approved by HUD, COUNTY shall contract with the CITY to utilize any such grant funds received from HUD which are attributable to activities administered by CITY, unless another form of allocation is required by HUD. 8.This Agreement shall cover Program Years 2021 - 2023 (Fiscal Years 2021 - 2023 , respectively) of CDBG and HOME program applications, including any subsequent Supplemental sources (Paragraph 2 4 below). In no event shall this Agreement be terminated by either party before July 24, 202 4, except as allowed in legislation enacted by the U.S. Congress for termination or withdrawal from the Urban County Program and as permitted by HUD. 9.CITY and COUNTY agree to adopt amendment(s) to this Agreement as may be required by HUD to meet any new Urban County Qualification requirement(s) subsequent to July 24, 2020. The COUNTY will notify CITY of its right to terminate its participation in the program based on the adoption of any such amendment. If either CITY or COUNTY refuses to adopt any such amendment, this automatic renewal provision herein will be void. 10.This Agreement shall cover Program Years 2021 - 2023 (Fiscal Years 2021 - 2023, respectively) of CDBG and HOME program applications, including any subsequent Supplemental sources (Paragraph 24 below). In no event shall this Agreement be terminated by either party before July 24, 2024 , except as allowed in legislation enacted by the U.S. Congress for termination or withdrawal from the Urban County Program and as permitted by HUD . The eligible activities to be undertaken during the term of this Agreement will be chosen by CITY from those authorized by HUD Rules and Regulations governing the CDBG and HOME Programs and any regulations which may be applicable to future Supplemental Federal Programs. 11.The parties agree to comply with the requirement(s) of the CDBG and HOME Programs, including laws and policies applicable to said Programs. 12.CITY acknowledges and agrees, by its executing this Agreement, as follows : a.City m ay not apply for grants from appropriations under the Small Cities or State CDBG Programs for fiscal years during the period in which it participates in the COUNTY'S CDBG program and; Attachment O PAGE 3 of 9 DocuSign Envelope ID: 23F76D1B-3D47-4FF1-8242-F709A1D1B039 b. City may not participate in a HOME consortium except through the Urban County, regardless of whether the Urban County currently received a HOME formula allocation. c. City may not terminate or withdraw from this Agreement while it remains in effect until the CDBG and HOME funds and income received with respect to the three-year qualification period (and any successive qualification periods under agreements that provide for automatic renewals) are expended and the funded activities are completed. 13. In accordance with HUD Notice CPD 20-03, and subsequent CPD Notices, this Agreement will be automatically extended for an additional three (3) year period (i.e. from July 1, 2024 to June 30, 2027) unless COUNTY or CITY provides written notice that it elects not to participate in a new qualification period, COUNTY shall notify CITY in writing of its right not to participate any longer than the date specified in HUD’s Urban County Qualification Notice for the next qualification period. 15. a. CITY must inform COUNTY, through periodic reports requested by COUNTY, of any income generated by the expenditure of Program funds received by the CITY. Pursuant to applicable federal requirements, such program income must be paid to the COUNTY. CITY may retain such program income only if agreed upon by COUNTY and used exclusively for eligible activities as determined by the COUNTY and in accordance with all CDBG and HOME Program requirements as may then apply. b. CITY shall keep and maintain appropriate records on the use of program income as required by COUNTY as the COUNTY has the res ponsibility of monitoring and reporting program income to HUD. c. In the event of close-out or change in status of CITY, any program income at that time or received subsequent to the clos e-out or change in status shall be paid by CITY to th e COUNTY within ninety (90) days after the expiration of the term of this Agreement. 16. a. Any proposed modification or change of use of any real property acquired or improved in whole or in part by the CITY using CDBG funds (from the use planned at the time of acquisition or improvement), including disposition, must be reported by CITY to the COUNTY. COUNTY may approve the proposed modification or change of use. CITY shall not implement the modification or change in use without COUNTY approval . b. Should the disposition, sale or transfer of such real property acquired or improved in whole or in part using CDBG or HOME Program funds result in a use which does not qualify under CDBG or HOME Program regulations, the CITY shall reimburse COUNTY in the amount equal to the then current fair market value of the property (less any portion thereof attributable to expenditure of non-CDBG/HOME funds). FY 2021-23 Cooperation Agreement Page 4 of 9 Attachment O PAGE 4 of 9 DocuSign Envelope ID: 23F76D1B-3D47-4FF1-8242-F709A1D1B039 c. Any program income generated from the disposition, transfer or sale of such property prior to or subsequent to the close-out, change of status or termination of the cooperation agr eem en t be tw een th e COUNTY and CITY m ay b e e it he r us ed b y CITY fo r o the r s pe cif ic eligible activities in the CITY or paid to the COUNTY for other eligible Urban County activities, determined in advance of the expenditure at the discretion of the COUNTY. 17. a. The City shall have the authority to carry out activities, which were funded from annual CDBG or HOME Program funds appropriated for Fiscal Years prior to FY 2021-23_ and from any program income that was generated from the expenditure of funds prior to FY 2021-24. b. CITY shall keep and maintain appropriate records on the use of prior program income as required by HUD and has responsibility of monitoring and reporting program income to HUD. 18. a. CITY shall indemnify, hold harmless, and defend with counsel approved in writing by COUNTY, its officers, agents and employees against all liability, claims, losses, demands and actions for injury to or death of persons or damage to property arising out of or alleged to arise out of or in consequence of this Agreement including attorneys' fees, provided such liability, claims, demands, losses or actions are due to the acts or omissions of CITY, its officers, agents or employees in the performance of this Agreement, including any activities conducted by CITY under its application. b. In addition, CITY shall indemnify, defend with counsel approved in writing by COUNTY, and hold harmless COUNTY against any liability, claims, losses, demands, and actions in cl ud ing a tt or ney s’ f ee s i ncur re d by COUNTY as a r es ul t of a d ete rm in at io n by HUD tha t activities undertaken by CITY under CITY's application failed to comply w ith any law s, regulations, or policies applicable thereto or that any funds forwarded to CITY under this Agreement were improperly expended. c. The provisions of Section 2778 of the California Civil Code, as said section exists on the effective date of this Agreement, shall be applicable to the above indemnification provisions. Transmittal to CITY of any pleadings served upon COUNTY shall be deemed to be a request to defend. 19. a. COUNTY shall indemnify, hold harmless and defend with counsel approved in writing by CITY, its officers, agents and employees against all liability, claims, losses, demands and actions for injury to or death of persons or damage to property arising out of or alleged to arise out of or in consequence of this Agreement, provided such liability, claims, demands, losses or actions are due to the acts or omissions of COUNTY, its officers, agents or employees in the performance of this Agreement, including any activities conducted by COUNTY under its application. FY 2021-23 Cooperation Agreement Page 5 of 9 Attachment O PAGE 5 of 9 DocuSign Envelope ID: 23F76D1B-3D47-4FF1-8242-F709A1D1B039 FY 2021-23 Cooperation Agreement Page 6 of 9 b.In addition, COUNTY shall indemnify, defend with counsel approved in writing by CITY, and hold harmless CITY against any liability, claims, losses, demands, and actions including attorney's fees incurred by CITY as a result of a determination by HUD that activities undertaken by COUNTY under COUNTY's application failed to comply with any laws, regulations, or policies applicable thereto or that any funds forwarded to COUNTY under this Agreement were improperly expended. c.The provisions of Section 2778 of the California Civil code, as said section exists on the effective date of this Agreement, shall be applicable to the above indemnification provisions. Transmittal to COUNTY of any pleadings served upon CITY shall be deemed to be a request to defend. 20. a. COUNTY shall have the right to periodically audit CITY's records to determine compliance with this Agreement. b.CITY shall forward to COUNTY a copy of each annual audit of the CITY conducted by an independent public auditor during the period of this Agreement as soon as the audit report becomes available. COUNTY shall have the right to ensure that necessary corrective actions are made by CITY for any audit findings pertinent to CITY handling of CDBG Program funding pursuant to federal requirements. 21.No CDBG or HOME Program funds shall be expended on any activity, which does not affirmatively further fair housing goals within CITY. 22.Pursuant to 24 CFR Part 570.501(b) of CDBG and 24 CFR Part 92.504 of HOME program regulations, CITY is subject to all requirements applicable to subrecipients, including the requirement of a written agreement set forth in 24 CFR Part 570.503 of CDBG and 24 CFR Parts 92.505-509 of HOME program regulations. 23.The CITY, and all other applicable units of general local government, may not sell, trade, or otherwise transfer all or any portion of such funds to another such metropolitan city, urban county, unit of general local government, or Indian tribe, or insular area that directly or indirectly receives CDBG funds in exchange for any other funds, credits or non-Federal considerations, but must use such funds for activities eligible under title I of the Act. 24.This Cooperation Agreement shall apply to any supplemental program which HUD makes available through the CDBG or the HOME Programs. 25.CITY may void this Agreement only if it submits to COUNTY on or before July 24, 2020 the notification from HUD that CITY has qualified as a "Metropolitan City" or an "Entitlement City" prior to the completion of the re-qualification process for Fiscal Years 2021-23. Upon such notification by HUD, Attachment O PAGE 6 of 9 DocuSign Envelope ID: 23F76D1B-3D47-4FF1-8242-F709A1D1B039 FY 2021-23 Cooperation Agreement Page 7 of 9 CITY also must submit to COUNTY and HUD written notification of its decision to either remain in the Urban County Program as a "Metropolitan City" or become an "Entitlement City" as a separate entity. 26.Any notices, requests or approvals given under this Agreement may be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, registered or certified mail, return receipt requested to the following address: COUNTY County of Orange __________________________ __________________________ Attn: _____________________ CITY City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano CA 92675 Attn: City Manager Any Party may change its address for notice by giving written notice thereof to the other Parties. 27.This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by all Parties. 28.No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by all Parties. 29.This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. 30.Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance s hall be deemed calendar days and not workdays. All references to a Party or the Parties include all elected officials, officers, personnel, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various sections of this Agreement are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 31.Time is of the essence for each and every provision of this Agreement. 32.No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Parties any contractual rights by custom, estoppel, or otherwise. Attachment O PAGE 7 of 9 DocuSign Envelope ID: 23F76D1B-3D47-4FF1-8242-F709A1D1B039 1501 E. St. Andrew Place, 1st Floor, Santa Ana, CA 92705 Attn: Community Develo FY 2021-23 Cooperation Agreement Page 8 of 9 33.There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. 34.If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 35.Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 36.If a dispute arises between the Parties relating to this Agreement (a “Dispute”), the Parties agree to use the following procedure prior to pursuing other legal remedies: A meeting among the Parties shall promptly be held in Orange County, California. Attendees representing each of the Parties shall be senior staff members of each of the Parties who can recommend that each of the Parties’ Board of Directors approve any proposed resolution. The representatives of the Parties will attempt in good faith to negotiate a resolution of the dispute. 37.Two (2) or more duplicate originals of this Agreement may be signed by all the Parties hereto, each of which shall be an original but all of which together shall constitute one and the same instrument. // // // // // // // // // // // // // // Attachment O PAGE 8 of 9 DocuSign Envelope ID: 23F76D1B-3D47-4FF1-8242-F709A1D1B039 FY 2021-23 Cooperation Agreement Page 9 of 9 IN WITNESS WHEREOF, CITY has caused this Agreement to be executed by its Mayor/City Manager and attested by its City Clerk; COUNTY has caused this Agreement to be executed by the Director of the Housing and Community Development Department; each having been duly authorized by the CITY Council and the COUNTY Board of Supervisors, respectively. _______________________________ ATTEST: CITY OF San Juan Capistrano, a municipal By: Corporation in the State of California Name: Maria Morris By: ___________________________ Title: City Clerk Name: Benjamin Siegel Date: _____________________ Title: Date: _____________________ COUNTY OF ORANGE, a political subdivision of the State of California By:_________________________________________________ Title:____________________________________ Date: _____________________ ORIGINAL FORM CONTRACT APPROVED AS TO FORM and REQUIRED COUNTY COUNSEL STATEMENT: "The terms and provisions of the agreement are fully authorized under State and local law and the agreement provides full legal authority for the County." By: _____________________ Date: _____________________ Deputy County Counsel Attachment O PAGE 9 of 9 DocuSign Envelope ID: 23F76D1B-3D47-4FF1-8242-F709A1D1B039 6/25/2020 7/28/2020 City Manager 7/28/2020 8/6/2020 Director ATTACHMENT 3