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HomeMy WebLinkAboutCSA San Diego County - Homeless Diversion Funding Administration - 2025AGREEMENT BY AND BETWEEN COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AND CSA SAN DIEGO COUNTY THIS AGREEMENT is entered into by and between the COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY, a municipal corporation ("CDC -HA"), and CSA SAN DIEGO COUNTY, a California nonprofit corporation ("CONSULTANT"). RECITALS WHEREAS, the CDC -HA desires to employ a CONSULTANT to administer homeless diversion funding to prevent persons and families from entering chronic homelessness. WHEREAS, the CDC -HA has determined that the CONSULTANT is a muli-disciplined fair housing services nonprofit. organization and is qualified by experience and ability to perform the services desired by the CDC -HA, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CDC -HA agrees to engage the CONSULTANT to administer homeless diversion funding to prevent persons and families from entering chronic homelessness, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under the direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement shall not become effective and binding until fully executed by both the CDC -HA and CONSULTANT. The duration of this Agreement is from the effective date through June 30, 2026. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three (3) one-year extensions. Any extension of this Agreement must be approved in writing by the Executive Director of the CDC -HA. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CDC -HA for such services, except as authorized in advance by the CDC -HA. The CONSULTANT shall only receive compensation for actual work performed, on a time -and -materials basis, consisitent with the detailed scope of work, and within the limits of the "not -to -exceed" cost estimate. Standard Agreement Page 1 of 12 CDC -HA and Revised January 2024 CSA San Diego County The CDC -HA may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CDC -HA and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Community Development Manager hereby is designated as the Project Coordinator for the CDC -HA and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Jared Hernandez thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and, also materials, if any. The total cost for all work. described in Exhibit "A" shall not exceed $50,000. The compensation for the CONSULTANT's work shall not exceed the rates set forth in Exhibit "A." Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CDC -HA. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for five (5) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CDC -HA, if requested. 6. ACCEPTABILITY OF WORK. The CDC -HA shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CDC -HA cannot agree to the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONSULTANT in this Agreement, the CDC -HA or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CDC -HA shall each prepare a report which supports their position and file the same with the other party. The CDC -HA shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents, with the exception of CONSULTANT'S proprietary computer models, prepared by the CONSULTANT for this project, whether paper or electronic, shall: (1) be free from defects; (2) become the property of the CDC - HA for use with respect to this project; and (3) shall be turned over to the CDC -HA upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CDC -HA, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or Standard Agreement Page 2 of 12 CDC -HA and Revised January 2024 CSA San Diego County other work prepared under this Agreement, except upon the CDC-HA's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CDC -HA, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CDC -HA may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT's written work product for the CDC-HA's purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CDC -HA of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 15, but only with respect to the effect of the modification or reuse by the CDC -HA, or for any liability to the CDC -HA should the documents be used by the CDC -HA for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT's employees are employees of the CDC -HA, and are not entitled to any of the rights, benefits, or privileges of the CDC-HA's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT's employees, and it is recognized by the parties that a substantial inducement to the CDC -HA for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest herein, may be assigned by the CONSULTANT without the prior written consent of the CDC -HA. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CDC -HA, nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT's employees, except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT's agents, servants, or employees are not in any manner agents, servants, or employees of the CDC - HA. The CONSULTANT and its agents, servants, and employees are wholly independent from the CDC -HA and CONSULTANT's obligations to the CDC -HA are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the CDC -HA, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. Standard Agreement Page 3 of 12 CDC -HA and Revised January 2024 CSA San Diego County 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT must promptly produce a copy of any such license, permit, or approval to CDC -HA upon request. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT's trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CDC -HA that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration, or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes, or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CDC -HA, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CDC -HA otherwise, the CONSULTANT warrants that all products, materials, processes, or treatments identified in the project documents prepared for the CDC -HA are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -section will render the CONSULTANT liable to the CDC -HA for any increased costs that result from the CDC-HA's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. DRUG FREE WORKPLACE. The CONSULTANT agrees to comply with the CDC-HA's Drug -Free Workplace requirements. Every person awarded a contract by the CDC - HA for the provision of services shall certify to the CDC -HA that it will provide a drug -free workplace. Any subcontract entered into by the CONSULTANT pursuant to this Agreement shall contain this provision. 14. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous Standard Agreement Page 4 of 12 CDC -HA and Revised January 2024 CSA San Diego County places available to employees and applicants for employment any notices provided by the CDC - HA setting forth the provisions of this non-discrimination clause. 15. CONFIDENTIAL INFORMATION. The CDC -HA may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CDC -HA. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 15, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions, or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CDC -HA. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm, or corporation. CONSULTANT shall be liable to CDC -HA for any damages caused by breach of this condition, pursuant to the provisions of Section 16. 16. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by law, the CONSULTANT agrees to defend, indemnify, and hold harmless the CDC - HA, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's negligence or willful misconduct in the performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CDC -HA, its agents, officers, employees, or volunteers. CDC -HA will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 17. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 17.1 PERS Eli ig bility Indemnification. If CONSULTANT's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONSULTANT shall indemnify, defend, and hold harmless CDC -HA for the payment of any employer and employee contributions for PERS benefits on behalf of the Standard Agreement Page 5 of 12 CDC -HA and Revised January 2024 CSA San Diego County employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CDC -HA. CONSULTANT'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CDC -HA; (4) receive any employer contributions paid by CDC -HA for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CDC -HA employee. CONSULTANT's employees hereby waive any claims to benefits or compensation described in this Section 17. This Section 17 applies to CONSULTANT notwithstanding any other agency, state, or federal policy, rule, regulation, law, or ordinance to the contrary. 17.2 Limitation of CDC -HA Liability. The payment made to CONSULTANT under this Agreement shall be the full and complete compensation to which CONSULTANT and CONSULTANT's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONSULTANT nor CONSULTANT's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave, or other fringe benefits applicable to CDC -HA employees. The CDC -HA will not make any federal or state tax withholdings on behalf of CONSULTANT. The CDC -HA shall not be required to pay any workers' compensation insurance on behalf of CONSULTANT. 17.3 Indemnification for Employee Pam. CONSULTANT agrees to defend and indemnify the CDC -HA for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CDC -HA may be required to make on behalf of (1) CONSULTANT, (2) any employee of CONSULTANT, or (3) any employee of CONSULTANT construed to be an employee of the CDC -HA, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 18. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code, and all amendments thereto; and all similar state or federal acts or laws applicable; and shall indemnify, and hold harmless the CDC -HA and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought, or recovered against the CDC -HA or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 19. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 Standard Agreement Page 6 of 12 CDC -HA and Revised January 2024 CSA San Diego County combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles. The policy shall name the CDC -HA and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CDC -HA and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT's employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CDC -HA. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CDC -HA. E. The aforesaid policies shall constitute primary insurance as to the CDC -HA, its officers, officials, employees, and volunteers, so that any other policies held by the CDC -HA shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CDC-HA's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three (3) years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be: Community Development Commission - Housing Authority of the City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CDC-HA's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CDC-HA's Risk Manager. If the CONSULTANT does not keep all insurance policies required by this Section 19 in full force and effect at all times during the term of this Agreement, the CDC -HA Standard Agreement Page 7 of 12 CDC -HA and Revised January 2024 CSA San Diego County may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of ten -thousand dollars ($10,000) must be disclosed to and approved by the CDC -HA. CDC -HA reserves the right to modify the insurance requirements of this Section 19, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CDC -HA shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CDC - HA. 20. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CDC -HA shall, in addition, be limited to the amount of attorney's fees incurred by the CDC -HA in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 21. TERMINATION. A. This Agreement may be terminated with or without cause by the CDC -HA. Termination without cause shall be effective only upon sixty (60) day's written notice to the CONSULTANT. During said sixty (60) day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CDC -HA for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CDC -HA. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CDC -HA, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CDC -HA by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CDC -HA all rights set forth in Section 7. E. The CDC -HA further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a Standard Agreement Page 8 of 12 CDC -HA and Revised January 2024 CSA San Diego County reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name, or change in business status of the CONSULTANT. 22. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile, or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified, or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile, or fax, when sent. Any notice, request, demand, direction, or other communication delivered or sent as specified above shall be directed to the following persons: To CDC -HA: Angelita Palma Community Development Manager National City Housing Authority City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Jared Hernandez Executive Director CSA San Diego County 327 Van Houten Avenue El Cajon, CA 92020 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request, or communication sent. Any notice, request, demand, direction, or other communication sent by cable, telex, telecopy, facsimile, or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 23. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the CDC -HA. The CONSULTANT also agrees not to specify any product, treatment, process, or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CDC -HA of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. Standard Agreement Page 9 of 12 CDC -RA and Revised January 2024 CSA San Diego County The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CDC -HA in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CDC -HA. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the CDC -HA in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CDC -HA for all damages, costs, or expenses the CDC -HA may suffer by virtue of any violation of this Section 23 by the CONSULTANT. 24. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wage rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if state prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 25. ADMINISTRATIVE PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday, or federal, state, or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday, or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment & Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CDC -HA. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. Standard Agreement Page 10 of 12 CDC -HA and Revised January 2024 CSA San Diego County I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. J. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations, and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent, or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CDC -HA is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CDC -HA in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CDC -HA, both the insurance provisions in Section 19 and the indemnification and hold harmless provision of Section 16 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation, and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. [SIGNATURE PAGE TO FOLLOW] Standard Agreement Page 11 of 12 CDC -HA and Revised January 2024 CSA San Diego County IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. COMMUNITY DEVELOPMENT COMMISSION — HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY [ /Xlejandro Hernandez Acting Executive Director Date: ( [ 2 APPROVED AS TO FORM: By: - Barry J. ch ltz City Attorney Date: /i/Zl/zl-- CSA SAN DIEGO COUNTY By: (Name) (Print) (Title) Standard Agreement Page 12 of 12 CDC -HA and Revised January 2024 CSA San Diego County IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. COMMUNITY DEVELOPMENT COMMISSION — HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY Alejandro Hernandez Acting Executive Director Date: APPROVED AS TO FORM: Barry J. Schultz City Attorney Date: CSA SAN DIEGO COUNTY By: (Name) (Print) (Title) Standard Agreement Page 12 of 12 CDC -HA and Revised January 2024 CSA San Diego County Exhibit A SCOPE OF SERVICES CSA SAN DIEGO COUNTY HOMELESS DIVERSION FUNDING ADMINISTRATION CSA San Diego County ("CONSULTANT") shall administer client intake and eligibility analysis for homelessness diversion funding within the parameters of the Homeless Diversion Guide below. PROGRAM DESCRIPTION 1. Eligibility: Exclusively for qualifying clients described in the Homeless Diversion Guide below. 2. Sample Forms: To be provided by SBCS Corp. These forms are not for public dissemination. 3. Documentation: Conduct a thorough assessment of client needs and document the reasons for assistance. Completed documentation to be provided to SBCS Corp. directly. 4. Financial Assistance: See Eligible Uses below. CONSULTANT does not administer program funding directly. Program funding is provided to eligible stakeholders by SBCS Corp. PROGRAM ADMINISTRATION 5. Program Administration Costs: The Program Administration costs shall be used for the administration of homeless diversion funding. 5.1. Invoices shall be submitted on a monthly basis to CDC -HA. CONSULTANT to time -bill the CDC -HA of the City of National City in accordance with the hourly billing rate schedule below: 5.2. Reimbursement requests shall include a cover letter and source documentation to show actual expenditures (e.g. timesheets, paid invoices, checks, etc.). 6. Progress Reports: Quarterly progress reports are to be submitted for the use of funds disbursed, to include the number of households assisted and other details as listed in the Client Intake forms. 7. CDC -HA Contacts: Questions, correspondence, reports, and invoices should be directed to Angelita Palma. Community Development Manager, apalma cDnationalcityca.gov. Name Title Hourly Rate Jared Hernandez Executive Director $39 Paola Gutierrez Administrative Assistant $28 George Ibarra Counselor $28 Aiad Mekany Counselor $25 Raquel Hernandez Counselor $25 Eva A uillard Counselor $30 Alemy Jaure ui Receptionist $22 *Subject to Change Exhibit A Homeless Diversion Guide 1. What is Homeless Diversion? (The Core Concept) Homeless Diversion is a rapid, short-term intervention focused on preventing a person or family who is experiencing homelessness from entering the formal emergency shelter system. It is NOT: A guarantee of housing, an ongoing rental subsidy, or a traditional homeless prevention program. Diversion IS... Rapid: A quick, one-time financial intervention (usually within 24-72 hours). Diversion IS NOT... Ongoing: It does not pay rent beyond the first month, nor is it a recurring subsidy (like PSH or Section 8). Resolution Focused: It uses flexible funds to cover Prevention in Place: It cannot be used to pay back rent to keep a client in an a single, critical barrier to permanent housing (e.g., apartment they are currently being evicted a deposit, a crucial car repair, or mediation costs). from. Designed for Self -Sufficiency: It targets Emergency Relief. It cannot be used for individuals/families who are financially capable or clothing, shoes, snacks, or hygiene nearly financially capable but need a single boost to products, as these should be accessed achieve immediate stability. through other community resources. 2. Eligibility Criteria (Who Can Be Served?) Clients must meet one of the following definitions of homelessness to qualify for Diversion Funding: HUD Category Description Literally Homeless: An individual or family Category who lacks a fixed, regular, and adequate night- time residence (e.g., sleeping in a place not designed for human habitation, or in an emergency shelter). Diversion Eligibility Status ELIGIBLE (Must be currently homeless) Imminent Risk of Homelessness: An ELIGIBLE for Relocation: If Category individual or family who will imminently lose funds are used to secure a new 2 their primary night-time residence (within 14 permanent unit (move -out days) and lacks the resources to obtain other assistance). INELIGIBLE for housing. paying arrears on current unit. Category Homeless Under Other Federal Statutes: ELIGIBLE for Relocation: If 3 Unaccompanied youth or families with children funds are used to secure a new Page 2 of 8 Exhibit A who do not qualify as homeless under Category permanent unit (move -out 1 or 4, but who meet the criteria of assistance). homelessness under another Federal statute. Fleeing Domestic Violence: Any individual or Category family fleeing, or attempting to flee, domestic ELIGIBLE (Safety is the primary 4 violence, dating violence, sexual assault, factor) stalking, or other dangerous or life -threatening conditions. Allowed Exceptions • Clients who are Couch Surfing (with no tenancy rights or written lease). • Clients Temporarily Staying in Hotels/Motels paid for by the client using their own income. Ineligible Clients • Clients seeking assistance to pay rent or arrears on their current residence to prevent eviction. • Clients already enrolled in long-term subsidy programs (e.g., Rapid Rehousing or PSH) who need rental help. • Clients who require extensive, long-term case management before housing is possible. 3. Approved Uses of Diversion Funds The power of diversion funds lies in the flexibility to quickly overcome a specific barrier to housing, even if that barrier is non-traditional (like the car repair in the reference file). Eligible Uses (The "Cure") Move -in Costs: Deposit, first month's rent, utility deposits/arrears. Transportation Needs: Critical vehicle repair (e.g., transmission, smog), DMV fees, work - related gas cards. Ineligible Uses (The "Must Not's") Ongoing Rental Assistance: Paying 2nd, 3rd, or subsequent months of rent. Prevention in Place: Paying arrears to stop an eviction from a client's current apartment. Case Resolution: Hotel/motel stay as an Shelter -Related Costs: Paying for interim step immediately before permanent transportation to a shelter, shelter fees, or fees housing placement. for entry into transitional housing. Work Readiness: Work -related tools, General Relief: Clothing, hygiene products, supplies, or specialized clothing. shoes, and non -specialized food/snacks. Page 3 of 8 Exhibit A 4. Case Examples: How Diversion Works The most successful clients are often those with high incomes who are stuck in a cycle of high daily costs (hotels/motels) and only need a one-time "reset." Case Profile Barrier Solved by Diversion Diversion Goal Achieved The Employed High monthly income (over Program provided the one-time move -in Family (Child $5 000 et) was consumed by ass stance needed to secure an w/Special Needs) hotel bills, leaving no funds for a apartment, allowing the family to spend deposit. Thanksgiving in their new home. The Couch- Single woman, employed, couch surfing/in motels. Found a room to program provided move -in assistance Surfing rent but lacked the deposit and and supported a second job, leading to Employee first month's rent. securing a rental unit. Single mother in a shelter, Program provided move -in assistance to The Reunited maintained employment, children secure permanent housing, allowing the Family living with relatives. mother to immediately reunite with her children. 5. Screening Instructions for SBCS Staff When reviewing a client for diversion assistance, the key question is: "What is the single, non- recurring financial barrier that, if removed today, would result in the client being permanently housed or completely avoiding entry into a shelter?" 1. Verify Homeless Status: Confirm the client meets HUD Category 1-4, or one of the allowed exceptions (couch surfing/self-paid hotel). 2. Verify Income/Sustainability: Client must have current income or a clear, documented path to income that will allow them to sustain the housing after the Diversion payment. 3. Identify the Single Barrier: What specific, one-time payment ($250, $1000, etc.) is the only thing standing between the client and stability? 4. Complete Forms: Complete all required screening and documentation forms and submit them to SBCS for final approval and check disbursement. Page 4 of 8 Exhibit A HUD Homeless Categories Category 1: Literally Homeless This is the most common and traditional definition of homelessness. It applies to individuals and families who lack a fixed, regular, and adequate night-time residence, meaning they are living in: Condition Description Place Not A primary nighttime residence that is a public or private place not designed Meant for for or ordinarily used as a regular sleeping accommodation for human beings Habitation (e.g., a car, park, abandoned building, street, or bus station). Living in a publicly or privately -operated shelter designated to provide Emergency temporary living arrangements (including emergency shelters, transitional Shelter housing, and hotels/motels paid for by charitable organizations or government programs for low-income individuals). Exiting an institution (like a jail, hospital, or mental health facility) where Exiting an Institution they resided for 90 days or less, and who were literally homeless (as defined above) immediately before entering the institution. Category 2: Imminent Risk of Homelessness This category applies to individuals and families who are about to lose their housing, provided they meet all three of the following criteria: Condition Description Imminent Loss Their primary night-time residence will be lost within 14 days of the date of application for homeless assistance. No Follow-up No subsequent residence has been identified. Residence Lack of The individual or family lacks the resources or support networks needed to Resources obtain other permanent housing. Example A person whose temporary stay with a friend is ending in 10 days and they have no other options or money for an apartment. Page 5 of 8 Exhibit A Category 3: Homeless Under Other Federal Statutes This category is restricted to: Unaccompanied Youth (under age 25) and Families with Children and Youth. They must not otherwise qualify as homeless under Categories 1 (Literally Homeless) or 2 (Imminent Risk of Homelessness). This often includes individuals and families who are "couch surfing" (temporarily staying with others) but don't know the exact date they have to leave, or who are paying for low-cost motels with their own meager funds. To be eligible under Category 3, the individual or family must satisfy all four of the following criteria: Condition:::I Description Defined as Homeless Under Is defined as homeless under a different specified Federal law (e.g., Another Federal Runaway and Homeless Youth Act, Head Start Act). Statute The individual or head of household must certify that they have not had a lease, ownership interest, or occupancy agreement in permanent housing Lack during the 60 days prior to the homeless assistance application. Permanent ent Housing History What this means: They haven't had their "own place" for at least two months. The household must certify that they have experienced persistent instability as measured by two or more moves during the preceding 60 Persistent days. Instability (Frequent Moves) What this means: They've had at least three different living situations (moving at least twice) in the last two months, demonstrating severe instability. The individual or family must be expected to continue in an unstably Expectation of housed status for an extended period of time because of special needs or barriers (chronic disabilities, physical or mental health conditions, Continued substance addiction, history of domestic violence, presence of a child or Instability Due to youth with a disability, multiple barriers to employment e.g. lack of high Barriers school diploma, illiteracy, history of incarceration, low English proficiency). Page 6 of 8 Exhibit A Category 4: Fleeing/Attempting to Flee Domestic Violence This category is for survivors who are seeking to escape a dangerous situation, even if they currently have a residence. They must meet all three of the following criteria: Condition Description Is fleeing, or attempting to flee, domestic violence, dating violence, sexual Fleeing assault, stalking, or other dangerous or life -threatening conditions that relate to Violence violence against the individual or a family member. No Other Residence Has no other residence. Lack of Resources Lacks the resources or support networks to obtain other permanent housing. The violence does not have to have resulted in an injury, and a person may Key Point qualify even if they are still living in the dangerous situation or "doubled -up" with family/friends to escape their abuser. Page 7 of 8 Exhibit A Sample Diversion Eligibility Activities Individual (Permanent Housing) — First Month's Rent $289.48 The requested expenses meet Diversion eligibility activities by addressing the client's immediate housing instability and medical needs. Since the client lacks a permanent support network in San Diego and requires in -home medical services, securing stable housing is critical to his well- being. The assistance will resolve his housing crisis through an independent living facility, the client avoids longer -term homelessness, establishing sustainable housing. Individual (Permanent Housing) — Security Deposit & First Mont's Rent $2600 The requested expenses are directly aligned with Diversion eligibility activities and will result in a stable housing outcome for the client. The client reports fleeing a 23-year relationship where she experienced (DV). This led to a mental health crisis and subsequent loss of employment after 13 years. This situation resulted in homelessness and is a clear qualifying factor for Diversion assistance. Through diversion, we were able to provide the necessary support to stabilize the client (including medication adherence) and quickly develop a sustainable housing plan. The plan involved utilizing the support of her adult son, who is employed full-time. He was able to secure a rental unit where the client will move in immediately. Both the client and her son are named on the lease, ensuring a formal and secure tenancy. We used this funding to pay clients portion of the rent and the full deposit as her son is handling all of the other move -in expenses. The requested Diversion funds are essential to cover the necessary costs (e.g., move -in fees, security deposit, initial rent) to make this housing solution viable and move the client out of the shelter and into a safe, permanent environment with a supportive family member. This intervention ends the client's current housing crisis and establishes a foundation for her to rebuild her life and seek re-employment. Individual (Permanent Housing) — Security Deposit & First Mont's Rent $2100 The use of funds for the security deposit and first month's rent serves as a critical diversion measure to immediately address the client's current situation of homelessness. This support facilitates her transition into a structured, supportive living facility specifically designed for individuals with a history of substance use. The anticipated move -in date is March 1, 2024, which will establish long-term housing stability and support her ongoing recovery efforts. Individual (Permanent Housing) — Other Eligible Used — Moving Truck and Fees $2043.50 Providing moving assistance is a critical step for the client to transition her essential belongings from the storage unit to her recently secured apartment. This support directly addresses a final logistical barrier, enabling the client to fully furnish and inhabit her new home, thereby solidifying her successful diversion from homelessness and allowing her to focus on achieving long-term housing stability. The client has secured a rental unit. Providing financial assistance for the first month's rent is a critical intervention that will immediately end the client's homelessness, moving them from car -dwelling into a stable, permanent residence. The planned move -in date is Thursday, February 15, 2024 Page 8 of 8