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HomeMy WebLinkAboutAgenda Report - December 22, 2020 B-05AGENDA ITEM BMS • CITY OF LODI y COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt a Resolution Authorizing the City Manager to Enter Into a Grant Agreement in a Form Acceptable to the City Attorney Between the City of Lodi and Housing Authority of the County of San Joaquin for Development and Operations of the Harmony Homes Project ($1,447,037) MEETING DATE: December 22, 2020 PREPARED BY: Community Development Director RECOMMENDED ACTION Adopt a resolution authorizing the City Manager to enter into a grant agreement in a form acceptable to the City Attorney between the City of Lodi and Housing Authority of the County of San Joaquin (HACSJ) for development and operations of the Harmony Homes Project ($1,447,037). BACKGROUND INFORMATION In December 2018, the San Joaquin Continuum of Care (SJCoC) awarded the City $1,250,000 in HEAP grant funds for its permanent supportive housing project. On May 1, 2019, the City Council accepted the award. Project Description: The City's Harmony Homes project will create four units of permanent housing for homeless individuals and families or those at risk of homelessness. This supportive housing will help at - risk individuals/families move into long-term, affordable housing where they can continue their progress toward stable and independent living. The project will receive tenant referrals from local organizations including The Salvation Army, Lodi House, and Women's Center Youth and Family Services, as well as the Housing Authority of the County of San Joaquin (HACSJ). HACSJ will supply housing choice vouchers to tenants. Volunteer supportive housing services will be available for tenants, and tenants will sign lease agreements that include appropriate maintenance of each unit. The City has partnered with HACSJ to manage the construction of this project. Also, at the time of drafting this report, the City is in the process of finalizing a Purchase Agreement for the purchase of land at 301 East Lodi Avenue. Once finalized, the City will grant the land for development of the Harmony Homes project to the HACSJ, and HACSJ will develop, own, and manage the Harmony Homes project, similar to its other housing properties. FISCAL IMPACT: A combination of HEAP and other grant funds will fund this grant agreement ($1,447,037). 1 �y ...".11�.i n Schw-Nauee, City Manager Adopt Resolution Authorizing the Agreement with HACSJ December 22, 2020 Page 2 of 2 FUNDING AVAILABLE: HEAP grant funds: 35584000.77020; other grant accounts to be determined. <jaZCZa'=Z John Ff Della Monica, Jr. Com4nity Development Director Attachments: 1. Draft Grant Agreement DRAFT HOMELESS EMERGENCY AID PROGRAM (HEAP) GRANT AGREEMENT (Fiscal Year 2019-20 Funds) This Homeless Emergency Aid Program Subrecipient Agreement (the "Agreement") is dated as of December _, 2020, and is made and entered into by and between the CITY OF LODI, a charter city and municipal corporation (the "Grantor"), and the HOUSING AUTHORITY OF THE COUNTY OF SAN JOAQUIN, a XXX corporation (the "Grantee") (collectively, the "Parties"). RECITALS A. The State of California has established the Homeless Emergency Aid Program (the "HEAP Program") under Chapter 5 (commencing with Section 50210) of Partlof Division 31 of the Health and Safety Code (the "Law"). B. The HEAP program provides one-time flexible block grant funds to address immediate homelessness challenges by Continuums of Care and Large Cities as defined in the Law. C. HEAP is administered by the California Homeless Coordinated and Financing Council (Council) in the Business, Consumer Services and Housing Agency (the "State"). D. San Joaquin County (the "County") applied for and received HEAP grant funds from the State. and the County is the recognized Administrative Entity as provided for by HEAP Program and defined in the September 5, 2018, HEAP Notice of Funding Availability (the "NOFA"). E. Grantor submitted an application for HEAP funding from the County in December 2018 (the "Application") pursuant to the September 5, 2018 HEAP NOFA. F. The Grantor has been awarded $1,250,000 in Homeless Emergency Aid Program funds ("HEAP Funds") from the County pursuant to a Subrecipient Agreement (Agreement Number XXXX) between the Grantor and the County, signed by the County on April 1, 2019, attached as Exhibit A to this Agreement (the "Subrecipient Agreement"). G. The Application and Subrecipient Agreement provide that the Grantor may distribute the funds to the Grantee to utilize the HEAP funds as described in the Application. H. Under the Application and collaborative process to prepare the Application, the Grantee is to receive HEAP Funds in an amount not to exceed XXXX Dollars ($X,XXX,XXX) (the "HEAP Grant"), to conduct the programs set forth on the work plan set forth in the attached Exhibit B to this Agreement (the "Work Plan"). NOW, THEREFORE, in consideration of the mutual covenants and consideration identified herein, the Parties hereby agree as follows: 2038\01\2510063.3 AGREEMENT 1. SCOPE OF SERVICES. (a) Activities. Grantee shall perform all activities (individually, an "Activity" and, collectively, the "Activities"), as more particularly set forth in the Exhibit B. Work Plan, in a manner satisfactory to the Grantor and consistent with the terms and conditions of this Agreement. (b) Bum. Grantee shall use the HEAP Grant only for the actual expenses incurred by Grantee for each Activity in the amount set forth in the Work Plan. (c) Performance Monitoring. The Grantor will monitor the performance of Grantee according all applicable federal, state and/or local requirements, the Subrecipient Agreement and this Agreement. Grantee shall permit the State to inspect any work performed under this Agreement to ensure the work is being performed and has been performed in accordance with all applicable federal, state and/or local requirements and the Subrecipient Agreement. Grantee shall correct all substandard work upon written notice from Grantor and Grantor shall withhold any remaining payments under this Agreement until such work has been corrected. Substandard performance as determined by the Grantor or the State will constitute a default under this Agreement. If Grantee does not take action to correct any substandard performance within ten (10) days after being notified in writing by the Grantor, the Grantor may initiate suspension or termination procedures as set forth in Section 13 below. (d) Compliance with Law. Grantee shall comply and shall require all of its personnel and subcontractors (if approved by Grantor and the State) to comply with all applicable legal requirements including all federal, state, and local laws, rules and regulations (including ordinances and resolutions), whether or not said laws are expressly stated in this Agreement, including without limitation, those that pertain to construction, procurement, housing and building codes, health and safety, labor, fair employment practices, environmental protection, equal opportunity, fair housing, and all matters applicable and/or related to the HEAP Program, the Grantee and all eligible activities under the HEAP Program. (e) Compliance with HEAP Program Law and Standard Agreement. Grantee shall comply and shall require all of its personnel and subcontractors (if approved by Grantor and the State) to comply with all applicable legal requirements of the HEAP Program, including the Law, the NOFA, any guidelines issued by the State, the provisions of the Application and the terms and conditions of the Subrecipient Agreement adjusted to meet the time frames set forth in this Agreement, including without limitation, the Drug -Free Workplace Certification provisions in Section 11 of Exhibit C of the Subrecipient Agreement and the Child Support Compliance Act provisions in Section 12 of Exhibit C of the Subrecipient Agreement. 2 2038\01\2510063.3 (f) Permits and Approvals. Grantee shall be responsible for obtaining any and all permits, licenses, and approvals required for performing any Activities under this Agreement, including those necessary to perform design, construction, or operation and maintenance of the Activities. Grantee shall provide copies of permits and approvals to Grantor upon request. (g) Standard of Care. Grantee shall perform Activities under this Agreement using a standard of care equal to, or greater than, the degree of skill and diligence ordinarily used by reputable professionals, with a level of experience and training similar to Grantee, performing under circumstances similar to those required by this Agreement. (h) Time for Performance. Time is of the essence in the completion of the Activities. Grantee shall strictly adhere to the timing requirements in this Agreement unless otherwise modified in writing in accordance with this Agreement. Grantee shall commence and complete the Activities and expenditure of the HEAP Grant funds no later than the dates set forth in the Work Plan. 2. DISBURSEMENT OF GRANT. (a) Award. Grantee accepts the HEAP Grant to conduct the Activities in accordance with the terms of this Agreement. Funds provided under this Agreement will not exceed the amount of the HEAP Grant. (b) Conditions to Disbursement. The Grantor is not obligated to disburse any portion of the HEAP Grant, or to take any other action under this Agreement unless all of the following conditions have been and continue to be satisfied: i. There exists no default nor any act, failure, omission or condition that would constitute a default under this Agreement; ii. There exists no material adverse change in the financial condition of Grantee from that shown by the financial statements and other data and information furnished by Grantee to the Grantor prior to the date of this Agreement; iii. Grantee has furnished the Grantor with evidence of the insurance coverage meeting the requirements of this Agreement; and iv. Grantee has executed and delivered to the Grantor this Agreement and has caused all other documents, instruments, and policies required under this Agreement to be delivered to the Grantor. (c) Request for Funds, Payment, and Monthly Accounting. Grantor shall disburse the entire HEAP Grant to Grantee as a single allocation once Grantee has met the conditions in subsection (b), Grantee has provided Grantor a request for funds which includes the Activities and amount of funds proposed for expenditure under each Activity consistent with this Agreement, and provided that the State has 2038\01\2510063.3 disbursed the HEAP Funds to Grantor. At least monthly by the 15th of each month, Grantee shall submit to the Grantor an accounting, in a form acceptable to the Grantor, setting forth the amounts actually expended by Grantee in performing the Activities for the preceding month. The accounting shall, at a minimum, set forth each Activity for which HEAP Grant funds were expended, a description of the expense, the total budgeted amount for the Activity, and the total amount expended for each Activity category to date. The accounting shall be accompanied with such additional supporting information as requested by the Grantor, including, but not limited to, paid receipts for each expense. (d) Conditions on Payment by the Grantor. Grantee acknowledges and agrees that the Grantor's obligation to provide the HEAP Grant is contingent upon the receipt by the Grantor of the HEAP Funds from the State. To the extent the HEAP Funds actually have been received from the State, the Grantor shall disburse the HEAP Grant to Grantee no later than thirty (30) days after the request for funds from Grantee is received and approved by Grantor. If the State's expenditure authority under the HEAP Program is withdrawn, the Grantor shall have the right to terminate this Agreement upon ten (10) days written notice and to require that Grantee return any unexpended HEAP Grant funds to Grantor within twenty (20) days after such written termination notice. (e) False Application of Funds. Grantee shall not apply HEAP Grant funds received from the Grantor with respect to that portion of any of Grantee's activities which has been paid by another source of revenue. (f) Overpayment. Any amounts returned to Grantee as rebates for overpayment from any source shall be returned to the Grantor within ten (10) days of receipt by Grantee. 3. TERM OF AGREEMENT. The term of this Agreement shall commence on the date first set forth above, and shall continue until the later of (i) completion of all Activities in accordance with the requirements set forth in this Agreement; and (ii) completion and delivery of the final report as described in Section 4(a) and return of any HEAP Grant funds as required under this Agreement or by the State under the Subrecipient Agreement, unless this Agreement is earlier terminated pursuant to the termination provisions set forth in Sections 2(d) and 13 below. 4. ADMINISTRATIVE REQUIREMENTS. (a) Reporting Requirements. The Grantee shall make an annual report to Grantor regarding the Activities on forms provided by the State to Grantor, and which Grantor shall provide to Grantee, by July 30, 2021. Failure to timely provide the report will permit the Grantor to disencumber any and all of the HEAP Grant upon fourteen (14) -days written notification to Grantee. The annual report shall include the information set forth in Section 5.B. of Exhibit C of the Subrecipient Agreement and Grantee shall maintain records to support the information to be included in the reports. 4 2038\01\2510063.3 (b) Documentation and Record -Keeping, i. Records to be Maintained. Grantee's documents and accounting records shall include, at a minimum: a. Documents describing Activities costs and expenses including personnel, permitted subcontractor invoices, payments, and reimbursable expenses; b. Records describing each activity undertaken with the use of the HEAP Grant; Records demonstrating how each Activity meets one of the permitted uses of funds for the HEAP Program; d. Records documenting the procurement process used in accordance with HEAP Subrecipient Agreement and applicable federal and state laws; and Records to support the required reporting under this Agreement and the Subrecipient Agreement. ii. Retention. Grantee shall maintain all documents and accounting records related to the Activities, performance under this Agreement and the HEAP Grant for a period of not less than five (5) years after termination of this Agreement. Notwithstanding the above, if any litigation, claim, negotiation, audit, monitoring, inspection or other action has commenced before the expiration of the required record retention period, all records must be retained until completion of the actions and resolution of all issues, or the expiration of the five (5) -year period, whichever occurs later. (c) Audits, Access, and Inspection. i. Audits. The Grantor may (and must if required by the State) require that the Grantee provide, at Grantee's own expense, a financial audit prepared by an independent certified public accountant. The Grantee shall notify the Grantor of the auditor's name and address immediately after the selection of the auditor has been made. The contract for the audit must allow access by Grantor and the State to the independent auditor's working papers. The Grantee is responsible for completion of all audits and costs of preparation of the audits. If there are audit findings, the Grantee must submit a detailed response acceptable to the Grantor and the State for each audit finding within 60 days from date of the audit finding report. ii. Access to Documents and Accounting Records. Grantee agrees that the Grantor, the State, or any of their duly authorized representatives, shall have access to all documents and records of Grantee related to the Activities and the HEAP Grant for the purpose of making audits, 5 2038\01\2510063.3 examinations, excerpts, copies, and transcriptions, to ascertain compliance with the provisions of this Agreement, the Subrecipient Agreement and the HEAP Program. Grantee's records shall be made available within a reasonable time after request, during normal business hours. iii. Cooperation with Audits. Grantee agrees to cooperate with the Grantor in the preparation of and submittal of any and all information and reports as may be required by the Grantor, the State or any other governmental entity, for the purpose of making audits, examinations, copies or transcriptions, to ascertain compliance with provisions of this Agreement. iv. Access to Sites. In order to permit the Grantor to inspect the progress of the Activities, Grantee shall, at all times, provide to the Grantor (including agencies and entities designated by the Grantor) proper and safe access to all sites where Grantee performs Activities. V. Employee Interviews. The Grantor shall have the right to interview Grantee's employees, upon reasonable notice and during normal business hours, for the sole purpose of monitoring Grantee's performance of the Activities and compliance with the HEAP Program, this Agreement and the Subrecipient Agreement. (d) Reversion of HEAP Grants. Any HEAP Grant funds, including all proceeds from any interest-bearing accounts established by the Grantee for the deposit of HEAP Grant funds, on hand when this Agreement expires, or received after its expiration, shall be paid to the Grantor within twenty (20) days of expiration or receipt. 5. SUBCONTRACTS. (a) Grantor Approval. Grantee shall not subcontract for service, equipment or materials in the performance of the Activities without prior written approval from the Grantor and the State. (b) Content. Any subcontract funded under this Agreement shall be subject to the terms and conditions of this Agreement and the Subrecipient Agreement. Accordingly, Grantee shall include all provisions of this Agreement and the Subrecipient Agreement in any subcontract. 6. INDEPENDENT CONTRACTOR. Nothing contained in this Agreement shall be interpreted or understood by any of the Parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between the Grantor and Grantee or its agents, employees or subconsultants, and Grantee shall at all times be deemed an independent contractor and shall be wholly responsible for the manner in which it or its agents, or both, perform the services required of it by the terms of this Agreement. Grantee has and retains the right to exercise full control of employment, direction, compensation, and discharge of all persons assisting in the performance of services under this Agreement. In regard to the 6 2038\01\2510063.3 performance of the Activities, Grantee shall be solely responsible for all matters relating to payment of its employees, including compliance with Social Security, withholding, and all other laws and regulations governing such matters, and shall include requirements in each contract that subconsultants shall be solely responsible for similar matters relating to their employees. Grantee shall be solely responsible for its own acts and those of its agents and employees. Grantee is not authorized to act on behalf of the Grantor with respect to any matters except those specifically set forth in this Agreement. The Grantor shall not have any liability or duty to any person, firm, corporation, or governmental body for any act of omission or commission, liability, or obligation of Grantee, whether arising from actions under this Agreement or otherwise. Nothing contained in this Agreement shall create or justify any claim against the Grantor by any person that Grantee may have employed or with whom Grantee may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the performance of the Activities, and Grantee shall include similar requirements in any contracts entered into for the performance of the Activities. Grantee shall pay, when and as due, any and all taxes incurred as a result of Grantee's compensation under this Agreement and shall provide the Grantor proof of such payment upon request. 7. CONFLICTS OF INTEREST. Grantee shall comply with all state and federal conflict of interest laws, including without limitation, Political Reform Act (California Government Code Sections 8100 et seq.), Government Code Section 1090, and Public Contract Code, Section 10410 and 10411. No employee, agent, consultant, officer, elected official, appointed official, or member of the governing body of the Grantee who exercises or has exercised any functions or responsibilities with respect to the Activities funded through the HEAP Grant, or who are in a position to participate in a decision making process or gain inside information with regard to the Activities, may obtain a personal or financial interest or benefit from any Activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those whom they have family or business ties, during their tenure or for one year thereafter. Grantee must comply with all provisions of Section 10 of Exhibit C of the Subrecipient Agreement. This Agreement may be declared void and other legal action may be taken if Grantee does not comply with all applicable conflict of interest laws. 8. NONDISCRIMINATION. During the performance of this Agreement, Grantee and its permitted subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave. Grantee and its permitted subcontractors shall ensure that the evaluation and treatment of their employees and applicants for 7 2038\01\2510063.3 employment are free from such discrimination and harassment. Contractor and its permitted subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12990 (a -f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a -f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Grantee and its permitted subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 9. GRANTEE REPRESENTATIONS AND WARRANTIES. Grantee hereby represents and warrants to the Grantor as follows and acknowledges, understands, and agrees that the representations and warranties set forth in this Section are deemed to be continuing during all times during the term of this Agreement: (a) Organization. Grantee is duly organized, validly existing and in good standing under the laws of the State of California and has the power and authority to own its property and carry on its business as now being conducted. (b) Authority of Grantee. Grantee has full power and authority to execute and deliver this Agreement and to make and accept the HEAP Grant, to execute and deliver this Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, and to perform and observe the terms and provisions of all of the above. (c) Authority of Persons Executing Documents. This Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Grantee, and all actions required under Grantee's organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, have been duly taken. (d) Valid Binding Agreements. This Agreement and all other documents or instruments executed and delivered pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered constitute, legal, valid and binding obligations of Grantee enforceable against it in accordance with their respective terms. (e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement or of any other documents or instruments executed and delivered, or to be executed or delivered, pursuant to this Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will: (i) conflict with or result in a breach of any statute, rule or regulation, or any 8 2038\01\2510063.3 judgment, decree or order of any court, board, commission or agency whatsoever that is binding on Grantee, or conflict with any provision of the organizational documents of Grantee, or conflict with any agreement to which Grantee is a party; or (ii) result in the creation or imposition of any lien upon any assets or property of Grantee, other than liens established pursuant hereto. (f) HEAP Program. Grantee has read and is familiar with all of the terms and provisions of the Law, the Application, the NOFA and the Subrecipient Agreement and shall comply with all. (g) Performance of Activities. Grantee has the capacity to complete the Activities, including: furnishing all labor (including supervision), materials, equipment, tools, transportation, and any other services necessary to complete the Activities. 10. INSURANCE. Grantee shall, throughout the duration of this Agreement, maintain insurance to cover Grantee (including its agents, representatives, permitted subcontractors, and employees) in connection with the Activities under this Agreement, of the types and in the coverage amounts set forth in Exhibit C of this Agreement, entitled "Insurance Requirements". This Agreement identifies the minimum insurance levels with which Grantee shall comply; however, the minimum insurance levels shall not relieve Grantee of any other performance responsibilities under this Agreement (including the indemnity requirements), and Grantee may carry, at its own expense, any additional insurance it deems necessary or prudent. Concurrently with the execution of this Agreement by Grantee, and prior to the commencement of any services, Grantee shall furnish written proof of insurance (certificates and endorsements), in a form acceptable to the Grantor. Grantee shall provide substitute written proof of insurance no later than thirty (30) days prior to the expiration date of any insurance policy required by this Agreement. 11. REPORTING CLAIMS. Grantee shall notify Grantor immediately of any claim or action undertaken by or against Grantee, which affects or may affect this Agreement, the Subrecipient Agreement, the Grantor or the State, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement, the Subrecipient Agreement and the interests of the Grantor and the State. 12. INDEMNIFICATION. Grantee shall indemnify, defend, and hold harmless Grantor (including its directors, officers, agents and employees) from and against any and all claims (including all litigation, demands, damages, liabilities, costs, and expenses) resulting or arising out of the performance or nonperformance of its obligations under this Agreement by Grantee (including its directors, officers, agents and employees), except only for those claims arising from the established willful misconduct or sole negligence of the Grantor. Grantee's indemnification shall include any and all costs, expenses, court costs, attorneys' fees and liability incurred by the Grantor in enforcing the provisions of this Section, and in defending against such claims, whether the same proceed to judgment or not. Grantee shall reimburse the Grantor for any expenditures the Grantor incurs by reason of such matters. 9 2038\01\2510063.3 13. DEFAULT AND TERMINATION. (a) Default. Grantee shall be in default of its obligations under this Agreement if Grantee fails to comply with any term of this Agreement, which include (but are not limited to), the following: i. Failure to comply with the terms or conditions of this Agreement or the Subrecipient Agreement (as modified by this Agreement as related to Grantee). ii. Use or permitting the use of HEAP Grant funds for ineligible activities. iii. Failure to comply with the deadlines set forth in this Agreement. iv. Any representation or warranty of Grantee contained in this Agreement or any certificate furnished in connection with the Agreement or a request for disbursement of funds proves to have been false or misleading in any material respect when made. V. Failure to comply with any of the rules, regulations or provisions referred to herein, or the Law or any other federal or state laws or regulations, the NOFA, the Application, and State guidelines, policies or directives as may become applicable to the HEAP Program at any time. vi. Submission by Grantee to the Grantor of reports that are incorrect or incomplete in any material respect. (b) Notice and Cure. The Grantor shall give Grantee written notice of the default (with reasonable specificity) and demand the default to be cured within ten (10) days of the notice. If Grantee fails to cure the default within ten (10) days of the notice, the Grantor may, at its discretion or at the State's direction, take any or all actions identified in subsection (c), below. (c) Remedies for Default. i. If Grantee is in default of this Agreement, as defined in this Section, the Grantor or the State through the Subrecipient Agreement, as applicable, may take any or all of the following actions: (i) bar Grantee from applying for future HEAP Funds; (ii) revoke any other existing HEAP award(s) to the Grantee; (iii) require the immediate return of any unexpended HEAP Grant funds disbursed under this Agreement; (iv) require Grantee to repay any HEAP funds disbursed and expended under this Agreement; (v) require the immediate return of all funds derived from the use of HEAP Grant funds, including, but not limited to recaptured funds and returned funds; (vi) seek, in a court of competent jurisdiction, an order for specific performance to enforce the terms of this Agreement or the appointment of a receiver to complete the technical assistance in accordance with HEAP requirements; (vii) terminate this Agreement upon ten (10) days written 10 2038\01\2510063.3 notice and require return of any unexpended HEAP Grant funds within twenty (20) days of such notice of termination; and (viii) take any other remedies legally available to the Grantor or the State. ii. Each of the remedies provided herein is cumulative and not exclusive of, and shall not prejudice any other remedy provided herein. The Grantor may exercise from time to time any rights and remedies available to it under applicable law, in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any other instrument or notice, demand or legal process of any kind. No termination or action by the Grantor after termination shall prejudice any other rights or remedies of the Grantor provided by law or by the Agreement upon such termination; and the Grantor may proceed against Grantee to recover all losses suffered by the Grantor. 14. MISCELLANEOUS. (a) Notices. All notices required or contemplated by this Agreement shall be in writing and shall be delivered to the respective Party as set forth in this Section. Communications shall be deemed to be effective upon the first to occur of. (a) actual receipt at the address designated below, or (b) two (2) working days following deposit in the United States Mail of registered or certified mail sent to the address designated below. To Grantor: To Grantee: City Manager Executive Director City of Lodi Housing Authority of the County of San P.O. Box 3006 Joaquin Lodi, CA 95241 XXXX Stockton, CA 9XXXX (b) Headings. The heading titles for each paragraph of this Agreement are included only as a guide to the contents and are not to be considered as controlling, enlarging, or restricting the interpretation of the Agreement. (c) Severability. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in full force and effect; provided, however, this paragraph shall not be applied to the extent that it would result in a frustration of the parties' intent under this Agreement or to the extent the State makes a different interpretation under the Subrecipient Agreement. (d) Governing Law, Jurisdiction, Venue. The interpretation, validity, and enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Any suit, claim, or legal 11 2038\01\2510063.3 proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Sacramento. (e) Attorney's Fees. In the event any legal action is commenced to enforce this Agreement, the prevailing party is entitled to reasonable attorney's fees, costs, and expenses incurred. (f) Assignment and Delegation. This Agreement, and any portion thereof, shall not be assigned or transferred, nor shall any of Grantee's duties be delegated, without the written consent of the Grantor and the State. Any attempt to assign or delegate this Agreement without the written consent of the Grantor and the State shall be void and of no force or effect. A consent by the Grantor and the State to one assignment shall not be deemed to be a consent to any subsequent assignment. (g) Modifications. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both Parties; provided however, if the State adds any conditions to the Subrecipient Agreement to ensure that the goals of the HEAP Program are achieved as the State is permitted to do under the Subrecipient Agreement, such conditions shall be immediately added to this Agreement as soon as Grantor notifies Grantee of such change. (h) Waivers. Waiver by the Grantor of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. (i) Conflicts. If any conflicts arise between the terms and conditions of this Agreement and the terms and conditions of the Subrecipient Agreement, which is expressly incorporated into this Agreement, the terms and conditions of the Subrecipient Agreement shall control, except that the time frames in this Agreement shall prevail over the time frames set forth in the Subrecipient Agreement. (j) Entire Agreement. This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the Parties concerning the services described herein. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into this Agreement are complementary; what is called for in one is binding as if called for in all. The following additional Exhibits are attached hereto and incorporated by reference: EXHIBIT A: COUNTY/CITY SUBRECIPIENT AGREEMENT EXHIBIT B: WORK PLAN EXHIBIT C: INSURANCE REQUIREMENTS 12 2038\01\2510063.3 15. SIGNATURES. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of Grantee and the Grantor. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. 13 2038\01\2510063.3 IN WITNESS WHEREOF, the Grantor and Grantee do hereby agree to the full performance of the terms set forth herein. GRANTOR: CITY OF LODI, a charter city and municipal corporation By: Name: Title: 14 2038\01\2510063.3 GRANTEE: HOUSING AUTHORITY OF THE COUNTY OF SAN JOAQUIN, a non-profit xxxxxx By: Name: Title: EXHIBIT A SUBRECIPIENT AGREEMENT (on following pages) C-1 2038\01\2510063.3 EXHIBIT B WORK PLAN EXHIBIT C INSURANCE REQUIREMENTS C-2 2038\01\2510063.3 RESOLUTION NO. 2020-308 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO ENTER INTO A GRANT AGREEMENT IN A FORM ACCEPTABLE TO THE CITY ATTORNEY BETWEEN THE CITY OF LODI AND THE HOUSING AUTHORITY OF THE COUNTY OF SAN JOAQUIN FOR DEVELOPMENT AND OPERATIONS OF THE HARMONY HOMES PROJECT ------------------------------------------------------------------------ ------------------------------------------------------------------------ WHEREAS, the City of Lodi has been awarded a $1,250,000 Homeless Emergency Aid Program (HEAP) grant from the San Joaquin Continuum Of Care (SJCoC); and WHEREAS, on May 1, 2019, Lodi City Council entered into a Subrecipient Agreement with SJCoC to accept such HEAP grant, which included a project description, budget, schedule, and grant requirements; and WHEREAS, consistent with the Subrecipient Agreement, the grant funds will be used for the Harmony Homes project, which is for the development of four tiny homes of permanent supportive housing for homeless individuals and families or those at risk of homelessness; and WHEREAS, on December 2, 2020, the Lodi City Council approved the final location for the project and authorized the City Manager to prepare a Purchase Agreement to purchase real property at 301 East Lodi Avenue for the development of the Harmony Homes Project; and WHEREAS, consistent with the Subrecipient Agreement, the City is partnering with the Housing Authority of the County of San Joaquin (Housing Authority) to assist the City in implementation of the HEAP grant and Harmony Homes project by developing and operating the Harmony Homes project. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to enter into the Grant Agreement in a form acceptable to the City Attorney between the City of Lodi and the Housing Authority of the County of San Joaquin for development and operations of the Harmony Homes projects in an amount not to exceed $1,447,037. Dated: December 22, 2020 hereby certify that Resolution No. 2020-308 was passed and adopted by the City Council of the City of Lodi in a special meeting held December 22, 2020, by the following vote: AYES: COUNCIL MEMBERS — Chandler, Kuehne, and Mayor Nakanishi NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Hothi and Khan ABSTAIN: COUNCIL MEMBERS — None 2�nr-GAJ JENNER USMIR City CIFlerk 2020-308