HomeMy WebLinkAboutAGR-7174 - MULTIPLE CITIES - SIDE LETTER AGREEMENT IMPLEMENTING THE MOU FOR NORTH ORANGE COUNTY SERVICE PLANNING AREAJ.R-L?
SIDE LETTER AGREEMENT
Clarifying and Implementing the Memorandum of Understanding for the
North Orange County Service Planning Area
This SIDE LETTER AGREEMENT ("Side Letter") is dated as of November 1, 2020
Effective Date"), and entered into by and among the Cities of Brea, Buena Park, Cypress,
Fullerton, La Habra, La Palma, Los Alamitos, Orange, Placentia, Stanton, Yorba Linda, and
Villa Park, each of which is a municipal corporation organized and existing under California law
cumulatively the "City Parties," and at times individually a"City Party"), with reference to and
in consideration of the following:
WHEREAS, the City Parties entered into that certain Memorandum of Understanding for
the North Orange County Service Planning Area ("MOU"), pursuant to which the City Parties
memorialized the terms and conditions by which: the "New Centers" would be constructed and
operated for the benefit of the "N-SPA"; the City Parties will equitably share the costs and
responsibilities associated with the acquisition, construction, operation, and maintenance of the
New Centers; and the City Parties will equitably share access to the shelter capacity provided by
the New Centers and"Existing Centers" located within the N-SPA;
WHEREAS, as of the date of this Side Letter, construction activities for the New Centers
have been completed, and the City Parities have been successfully implemented the MOU in
accordance with its terms;
WHEREAS, the "Party Representatives" have identified the need to make certain
administrative clarifications and modifications to the MOU for purposes of streamlining and
clarifying implementation of the MOU, and for purposes of documenting and authorizing the use
of Program Funds for qualifying purposes;and
WHEREAS, the MOU authorizes the "City Representatives" enter into agreements and
take actions reasonably necessary to effectuate the purpose of the MOU, to the extent not
otherwise be prohibited by state or federal law.
NOW THEREFORE, in consideration of the mutual covenants and conditions contained
in the MOU, the City Representatives for the City Parties desire to enter into this Side Letter as
follows:
1. RECITALS.
The foregoing recitals are true and correct and are incorporated as substantive terms into this
Side Letter.
2. DEFINITIONS.
All capitalized terms and phrases in this Side Letter shall have the meaning assigned in the
MOU.
3. PREPARATION OF ANNUAL REPORT.
Section 6.11 of the MOU requires, at least once per year, the Host Cities to cause a third-party to
review and audit the day-to-day operational affairs of the Navigation Centers, and prepare an
Annual Report of audit findings to be presented to the Party Representatives. The Party
Representatives agree that the Center Operator for each Navigation Center is a qualifying "third-
party" for purposes of completing and preparing the Annual Report required by Section 6.11.
4. PROGRAM TREASURER.
Pursuant to Section 7.1 of the MOU, the City Representatives hereby designate the City of La
Habra to supersede and replace the City of La Palma as "Program Treasurer," and authorize the
City of La Habra to serve as Program Treasurer under the MOU in all respects unless and until a
successor is designated.
5. PROGRAM ACCOLJNTS.
Section 7.2 of the MOU requires the Program Treasurer to establish and maintain the specific
Program Accounts"that are defined in Exhibit"G"to the MOU, and Section 7.2 further defines
and details the Program Treasurer's obligations relative to managing Program Funds deposited in
the Program Accounts. In consideration of the new Program Treasurer designated in Section 4 of
this Side Letter,the City Representatives agree to eliminate Exhibit"G"to the MOU, and modify
Section 7.2 of the MOU (Program Accounts)to read as follows:
The Program Treasurer shall establish and maintain the following Program Accounts; (1)
Capital Improvement Fund (CIP), and (2) Operating Fund, or such other or different
accounts as may be directed by the Party Representatives from time to time, with a
banking institution approved by the Party Representatives, into which the Program
Treasurer shall deposit all Program Funds. Monies in the CIP Fund shall be used solely
and exclusively for purposes of financing costs associated with the expansion,
modification, improvement, retrofitting, construction, and/or development of the New
Centers, including any pre or post-construction work associated with the foregoing.
Monies in the Operating Fund shall be used solely and exclusively for purposes of
financing costs associated with the day-to-day on-site management, and operation of the
New Centers, including such expenses as insurance, personnel, consumables, disposables,
refuse disposal, utility costs, professional services providers, maintenance and repair
costs, reasonable and documented attorneys' fees incurred by Host Cities, etc. The
Program Funds deposited into each Program Account will be used for the specific
purposes of such account.
6. ANNUAL FINANCIAL AUDIT.
Section 7.8 of the MOU requires the Program Treasurer to cause an independent "Financial
Audit" of the Program Accounts to be completed each "tax year." To correspond with standard
budget cycles for local governments, the City Representatives agree to modify Section 7.8 to
reference"fiscal year" cycle, as follows:
The Program Treasurer shall cause an independent financial audit of the Program
Accounts to be completed for each fiscal year (July — June) during the Term, and the
report shall be presented to the Parties at the Annual Meeting ("Financial Audit"). The
Financial Audit shall comply with Generally Accepted Government Audit Standards and
shall be distributed to all Parties upon completion. The Program Treasurer shall be the
contracting party"for purposes of any third-pariy contract with an independent auditor.
7. ACCEPTANCE OF COVID-19 RELIEF FUNDING; RECONCILLIATION OF
PROGRAM ACCOUNTS.
As contemplated by Section 7.5(b)(14) of the MOU, the City Parties have worked together
cooperatively and in good faith to pursue and identify local, state, federal, and other grant
opportunities and funding sources for the Navigation Centers. The City Representatives desire to
memorialize, document, and accept the receipt and expenditure of such funding sources in
accordance with authority set forth in Sections 7.5(a) (Program Budget), 7.5(b)(6) (Funding
Shortages), 7.5(b)(7) (Reconciliation of Party Contributions) and 7.7 (disposition of Program
Property), and related sections of the MOU, the City Representatives desire to document and
memorialize various funding sources contributed to the Program but not set forth in the MOU.
A. COVID-19 (CARES Act Funds).
The N-SPA, by way of the City of Buena Park and the County of Orange, have
received an allocation of funding from the Coronavirus Relief Fund established by the federal
CARES Act in the amount of $1,000,000 ("COVID-19 Funds") towards costs and expenses
necessarily incurred between March 1, 2020 and December 30, 2020, by the Buena Park
Navigation Center due to the COVID-19 public health emergency ("Qualifying Expenses"). The
City Representatives approve and accept use of the COVID-19 Funds for Qualifying Expenses,
and the Program Treasurer will cooperate with the City of Buena Park to demonstrate
compliance with applicable legal requirements imposed on the COVID-19 Funds.
B. HOUSING ASSET CONTRIBUTION.
In order to help funding construction and operations of the New Centers, the City Parties set
forth below have made contributions to the construction and operating costs of the New Centers
in excess of their Party Share under the MOU, with such contributions in the amounts set forth
below being funded with former low and moderate income housing funds under Health & Safety
Code Section 341761(a)(2) ("LMIHF Contribution"):
Brea—$250,000
Buena Park—$250,000
La Habra—$250,000
Orange—$250,000
The City Representatives approve and accept the LMIHF Contributions, and the Program
Treasurer will cooperate with the contributing City Party to demonstrate compliance with
applicable legal requirements imposed on these funds.
C. BUENA PARK CONSTRUCTION LOAN.
To help finance construction of the Buena Park Navigation Center, the City of Buena Park made
a loan of from its funds to the Buena Park Navigation Center project, as is evidenced by
Resolution No. 14034 of the Buena Park City Council and the associated Promissory Note
Buena Park Loan").
The City Representatives agree that the Buena Park Loan is a contribution that exceeds Buena
Park's Party Share under the MOU, and thus —only to the extent qualifying Program Funds are
available in Project Accounts — authorize the Program Treasurer to reimburse Buena Park Loan
from "available" Program Funds. Program Funds will be considered "available" only to the
extent to which the Program Treasurer anticipates or actually realizes a surplus in Program Funds
as of June 30, 2021, when compared with expenses due or paid before that date. Nothing in this
Side Letter creates an obligation or promise by the City Parties (or any City Party) to repay the
Buena Park Loan if Program Funds are not available before June 30, 2021.
8. LIMITED SCOPE OF SIDE LETTER; MOU GOVERNS. Nothing in this Side
Letter is intended to formally amend or modify the MOU or obligations of the City Parties
thereunder, nor does this Side Letter create any new obligations for any City Party. This Side
Letter is duly executed by the City Representatives on behalf of the City Parties for purposes of
clarifying and facilitating implementation of the MOU consistent with its terms.
9.MODIFICATION/AMENDMENT. Consistent with the provisions of the MOU,
the City Representatives may amend, supplement, repeal, modify, or cancel this Side Letter at
any time as may be necessary or appropriate to clarify or implement the MOU; subject to the
limitations of local, state, and federal law, and the authority vested in the City Representatives by
the MOU.
SIGNATURES TO FOLLOW]
CITY OF BREA
Date:
By: l ..u a_—
City Manager
CITY OF BUENA PARK
Date:
By:
City Manager
CITY OF CYPRESS
Date:
By:
City Manager
CITY OF FULLERTON
Date:
By:
City Manager
CITY OF LA HABRA
Date:
By:
City Manager
CITY OF BREA
Date:
By:
City Manager ,
CITY OF BUENA PARK
Date: 2 !l
Y:
City anager
CYTY OF CYPRESS
Date:
By:
City Manager
CITY OF FULLERTON
Date•
By:
City Manager
CITY 4F LA HABRA
Date:
By:
City Manager
CITY OF BREA
Date: '
By:
City Manager
CITY OF BUENA PARK
Date:
By:
City Manager
C Y Y F C P S
Date: December 17, 2020
By: Pete Grant
City Manager
CITY OF FULLERTON
Date:
By:
City Manager
CITY OF LA HABRA
Date:
By:
City Manager
C''1' F Y2EA.
Date:
ay:
City Manager
C T'O'BgJENA ARK
Date:
By:
City Manager
CY'I'OF CYPRIESS
Date:
By:
City Manager
O ' ;R'TON
Date: 2" r 9'2-0 0
By: -:enn e.t ti -. cM t/'
City Manager
CITY Ok'Y.,A i2A
Date:
By;
City Manager
CITY OF BREA
Date:
By:
City Manager
CITY OF BUENA PARK
Date:
By:
City Manager
CITY OF CYPRESS
Date:
By:
City Manager
CITY OF FULLERTON
Date:
By:
City Manager
CITY OF L ABRA,
Date: ZI 1f
By:3i M S
City M iager
lTY LA PALMA
Date: `
v t
By.
City Manager
CITY OF LOS ALAMITOS
Date:
ay:
City Manager
CITY OF PLACENTIA
Date:
ay:
City Manager
CITY OF STANTON
Date:
By:
City Manager
CITY OF VILLA PARK
Date:
By:
City Manager
CITY OF LA PALMA
Date:
By:
City Manager
CITY OF LOS ALAMITOS
r Date: / S Z
y: c'-' c 7: r,--r ....cs
City Manager
CITY OF PLACENTIA
Date:
By:
City Manager
CITY OF STANTON
Date:
By:
City Manager
CITY OF VILLA PARK
Date:
By:
City Manager
CITY OF LA PALMA
Date:
By:
City Manager
CITY OF LOS ALAMITOS
Date:
By:
City Manager
CITY OF PLACENTIA
Date:12/21/2020
By:Dam en Arrula
City Manager
CITY OF STANTON
Date:
By:
City Manager
CITY OF VILLA PARK
Date:
By:
City Manager
CITY OF LA PALMA
Date:
By:
City Manager
CITY OF LOS ALAMITOS
Date:
By:
City Manager
CITY OF PLACENTIA
Date:
By:
City Manager
CITY OF STANTON
Date: 12/21/2020
By: arad L. Hildenbrand
City Manager
CITY OF VILLA PARK
Date:
By:
City Manager
CITY OF LA PALMA
Date:
By:
City Mana er
CITY OF LOS ALAMITOS
Date•
By:
City Manager
CITY OF PLACENTIA
Date:
Qy:
City Manager .
CITY OF STANTON
Date:
By:
City Manager
CITY OF V LLA PARK
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Y .—c- c.r s
City Mana er
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CITY QI+'YQRSA.LINDA
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Dat@: December 15,2a20
By: Mark Pulone
City Manager
C TY OF QRANGE
Date:
By:
City Manager
CITY OF YORBA LINDA
Date:
By:
City Manager
CiTY OF ORANGE
j/ Date:
Gi C." .
City Manager
PROVED AS TO FORM
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