GRANT AWARD AGREEMENT
BETWEEN
CALOPTIMA HEALTH
AND
ANAHEIM HOUSING AUTHORITY
THIS GRANT AWARD AGREEMENT (“ Agreement”) is made and entered into as of 12/1/2023 (“ Effective Date ”), by and between Orange County Health Authority, a county organized health system for the County of Orange, California dba CalOptima Health (“CalOptima), and Anaheim Housing Authority (“ Grantee”), a California public entity.
CalOptima and Grantee may each be referred to herein as a “Party ” and collectively as the “Parties”.
RECITALS
A. CalOptima is a public agency formed pursuant to California Welfare and Institutions Code Section 14087.54 and Orange County Ordinance No. 3896, as amended.
B. CalOptima’s mission is to serve member health with excellence and dignity, respecting the value and needs of each person.
C. CalOptima Health has designated certain Board -approved Homeless Health Care Initiative funds to fund Homeless and Housing Incentive Program (“HHIP”) projects.
D. Grantee desires to provide support and/or enhanced benefits to Members, in accordance with Grantee’s grant project described in Attachment A (“Grant Project”) described in Grantee’s Proposal.
E. CalOptima finds that the Grant Project is a community program that supports and is compatible with CalOptima’s mission and desires to assist Grantee in undertaking its project by providing financial support described in Attachment B (“Grant Award ”) in accordance with CalOptima’s policies and procedures, subject to Grantee’s compliance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual covenants herein stated, it is agreed by and between the Parties hereto as follows:
I. GRANTEE OBLIGATIONS
1.1 Grantee Eligibility. Grantee hereby warrants that it is, and shall remain throughout the term of this agreement, a California public entity registered in California.
1.2 Grantee Activities . Grantee agrees (i) to diligently pursue the Grant Project, as specified in Attachment A, attached hereto and incorporated herein by this reference, (ii) to use the Grant Award solely for activities as identified in Attachment A, (“Grant Activities ”), (iii) to expend funds in accordance with this Agreement and all federal, state, and local statutes and regulations, and (iv) to return any grant funds determined to have been improperly paid, in order to avoid forfeiture of the entire Grant Award. In the event of any conflict between the Grant Proposal in Attachment A and the rest of this Agreement, this Agreement, including all Attachments, shall prevail.
1.3 Unauthorized Use of Funds . Grantee shall use Grant Funds consistent with this Agreement and the approved Grant Activities. CalOptima retains the right to recover any and all Grant Award funds if it (or any of its regulators) determines that any portion of the Grant Award was not expended as provided under the terms of this Agreement or applicable federal and state laws, regulations, guidance and/or funding source requirements.
1.4 Limitations on Subcontracting . The experience, knowledge, capability, and reputation of Grantee, its directors and employees were a substantial inducement for CalOptima to enter into this Agreement. Grantee shall not contract with any entity to perform the Grant Project without written approval of CalOptima. Grantee shall be fully responsible to CalOptima for the acts and omissions of its subcontractor(s), if any, as it is for the acts and omissions of persons directly employed by Grantee. In the event that CalOptima approves any subcontracting, nothing contained in this Agreement shall create any contractual relationship between any subcontractor(s) and CalOptima. All persons engaged in the work under the Grant Proposal by Grantee will be considered employees of Grantee. CalOptima will deal directly with and make payment hereunder solely to Grantee.
1.5 Subcontracts. To the extent that subcontracting is authorized by CalOptima under this Agreement, Grantee shall assure that all subcontracts are in writing and include any requirements of this Agreement that are appropriate to the service or activity and assure that the subcontract shall not terminate legal liability of Grantee under this Agreement.
1.6 Communications Provisions. Grantee must comply with CalOptima’s Guidelines for Endorsements and Use of CalOptima Name or Logo policy.
1.6.1 Use of CalOptima name or logo: Grantee shall submit requests to CalOptima’s CalAIM department, in writing, at least twenty -one (21) calendar days in advance of the date for which use of the name or logo is required. Upon receipt of a complete request for use of the CalOptima name or logo, CalOptima’s CalAIM department shall review and analyze the request with input from appropriate internal departments. For more information or to submit a request, email [email protected]. The CalAIM department shall submit a request for use of the CalOptima name or logo to the Communications Department for review and consideration and will notify Grantee in writing after a determination has been made.
1.6.2 All other uses of CalOptima’s name: Grantees may not use CalOptima’s name, including in the title of Grantee’s program, without prior written approval from CalOptima.
II. GRANT PAYMENTS
2.1 Grant Payments . Payment of the Grant Award to Grantee under this Agreement will be as set forth in Attachment B , incorporated herein by this reference, which shall be payment in full for the Grant Project. Grantee acknowledges and agrees that this is a single Grant Award and that nothing herein obligates CalOptima to any further funding, whether for the Grant Project or future related or unrelated activities. The Parties acknowledge that the source of Grant Award funding is existing reserve funds, and not Department of Health Care Services (“ DHCS”) funds, and as such the payments made hereunder are not subject to DHCS State Contract terms or federal or state claims processing requirements. Notwithstanding the foregoing, Grantee acknowledges and agrees that the Grant Award must be used for support and enhanced benefits to CalOptima Medi - Cal members, and is subject to the terms of this Agreement and CalOptima’s policies and procedures, as applicable.
2.2 Grant Award Use Limitations . Grantee acknowledges and agrees that the Grant Award may not be used for achievement of milestones that have been previously paid for or will be paid for by the state or federal government or any other source. Further, Grantee acknowledges and agrees that it will not use the Grant Award to reimburse costs or liabilities it incurred prior to the date of the Grant Award.
2.3 Prevailing Wage Requirements . Grantee acknowledges that receipt of the Grant Award triggers the Prevailing Wage requirements set forth in California Labor Code sections 1720 et seq. Grantee understands and agrees that Grantee is solely responsible for complying with the Prevailing Wage requirements, including but not limited to determining and paying the applicable prevailing wage rates, ensuring that its subcontractors pay the applicable prevailing wages, posting prevailing wage rates and rate changes at the job site, employing registered apprentices, and maintaining and submitting certified payroll records. Grantee also acknowledges that penalties, including forfeitures and debarment, may be imposed for Grantee’s failure to comply with the Prevailing Wage laws. If Grantee contends that its project meets one of the stated exemptions to the Prevailing Wage laws, Grantee understands that it is Grantee’s obligation to provide an attestation confirming Grantee’s exempt status, along with an explanation of the basis for the claimed exemption.
III. WARRANTIES/COMPLIANCE WITH CALOPTIMA AND REGULATORY
AGENCY RULES AND REGULATIONS
3.1 Compliance with Applicable Laws . In carrying out the Grant Project, Grantee shall comply with the CalOptima policies and procedures, and all other applicable CalOptima policies, as made available to Grantee on CalOptima website, as well as all federal, state and local laws, rules, and regulations.
3.2 Health Insurance Portability and Accountability Act (HIPAA) Compliance
3.1.1 Grantee and CalOptima shall comply with Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health (“ HITECH”) Act and any regulations promulgated thereunder (“HIPAA Requirements”) in performing their obligations under the Agreement.
3.1.2 If required by HIPAA Requirements, the Parties agree to execute CalOptima Health’s HIPAA Business Associate Agreement, which shall be incorporated into this Agreement, and comply with the terms and conditions thereof.
3.2 Confidentiality of Information
3.2.1 Grantee and its employees, agents, and subcontractors shall protect from unauthorized disclosure the names and other identifying information concerning persons either receiving services pursuant to this Agreement or persons whose names or identifying information become available or are disclosed to Grantee, its employees, agents, or subcontractors as a result of this Agreement. Grantee and its employees, agents, and subcontractors shall not use such identifying information for any purpose other than carrying out Grantee's obligations under this Agreement. Grantee and its employees, agents, and subcontractors shall promptly transmit to CalOptima all requests for disclosure of such identifying information not emanating from the Member. Grantee shall not disclose, except as otherwise specifically permitted by this Agreement or authorized by the Member, any such identifying information to anyone other than DHCS or CalOptima without prior written authorization from CalOptima. For purposes of this provision, identity shall include, but not be limited to name, identifying number, symbol, or other identifying particular assigned to the individual, including without limitation a finger or voice print or a photograph.
3.2.2 Notwithstanding any other provision of this Agreement, names of persons receiving public social services are confidential and are to be protected from unauthorized disclosure in accordance with Title 42 C.F.R. Section 431.300 et seq. , Welfare and Institutions Code Section 14100.2, and any regulations adopted thereunder. For the purpose of this Agreement, all information, records, data, and data elements collected and maintained for the operation of the Agreement and pertaining to Members shall be protected by Grantee from unauthorized disclosure. Grantee may release Member medical records in accordance with applicable law pertaining to the release of this type of information. Grantee is not required to report requests for medical records made in accordance with applicable law. With respect to any identifiable information concerning a Member under this Agreement that is obtained by Grantee, its employees, agents or subcontractors, Grantee:
(a) Will not use any such information for any purpose other than carrying out the express terms of this Agreement,
(b) Will promptly transmit to CalOptima all requests for disclosure of such information, except requests for medical records in accordance with applicable law,
(c) Will not disclose except as otherwise specifically permitted by this Agreement, any such information to any party other than DHCS or CalOptima without CalOptima’s prior written authorization specifying that the information is releasable under Title 42 C.F.R. Section 431.300 et seq. , Welfare and Institutions Code Section 14100.2, and regulations adopted there under, and
(d) Will, at the termination of this Agreement, return all such information to CalOptima or maintain such information according to written procedures sent to the Grantee by CalOptima for this purpose.
IV. RECORDS AND REPORTS
4.1 Maintain Complete Books and Records . Grantee shall create and maintain such books and records relating to the Grant Activities performed under this Agreement as required by applicable laws and CalOptima policies and procedures. All financial records shall be maintained in accordance with generally accepted accounting principles (“GAAP ”). Records generated in the course of carrying out this Agreement shall be maintained for ten (10) years from the date of the grant award, or the date of the completion of any audits related to this Agreement, whichever is later. Grantee shall provide CalOptima or its designated agents, within ten (10) calendar days of a written request, information or copies of records necessary to verify and substantiate compliance with the terms of this Agreement. Grantee shall pay all duplication and postage costs associated with any audits and/or reviews necessary to ensure compliance with this Agreement or CalOptima’s regulatory requirements. This Section 4.1 shall survive the termination of this Agreement.
4.2 Reports. Grantee shall submit all reports as specified in Attachment C , “Grant Report Schedule,” attached hereto and incorporated herein by this reference.
4.3 Audit. CalOptima shall have the right to audit, or to have audited by an independent third party, all Grant Project expenses. Grantee shall fully cooperate with CalOptima or its auditor and shall refund to CalOptima any amounts found to have been improperly expended from the Grant Award within thirty (30) days of the notice of such improper expenditures. Grantee shall be entitled to challenge any audit finding through appealing through CalOptima’s grievance process.
V. INSURANCE AND INDEMNIFICATION
5.1 Grantee Comprehensive General Liability (“CGL”)/Automobile Liability .
Grantee at its sole cost and expense shall maintain such policies of comprehensive general liability and automobile liability insurance and other insurance as shall be necessary to insure it and its business addresses, customers, employees, agents, and representatives against any claim or claims for damages arising by reason of (a) personal injuries or death occasioned in connection with the carrying out the project, (b) the use of any property of the Grantee, and (c) Grant Activities performed in connection with the Agreement, with minimum coverage of one million dollars ($1,000,000) per incident/two million dollars ($2,000,000) aggregate per year.
5.2 Workers Compensation Insurance . Grantee at its sole cost and expense shall maintain workers compensation insurance within the limits established and required by the State of California and employer’s liability insurance with minimum limits of liability of one million dollars ($1,000,000) per occurrence/one million dollars ($1,000,000) aggregate per year.
5.3 Insurer Ratings. Insurance required under this Agreement shall be provided by an insurer:
(a) Rated by Best’s Guide Rating with a rating of B or better; and (b) Admitted to do business in California or an insurer approved to do business in California by the California Department of Insurance and listed on the Surplus Lines Association of California List of Eligible Surplus Lines Insurers (LESLI) or licensed by the California Department of Corporations as an Unincorporated Interindemnity Trust Arrangement as authorized by the California Insurance Code Section12180.7.
5.4 Captive Risk Retention Group/Self Insured. Where any of the insurances mentioned above are provided by a Captive Risk Retention Group or are self -insured, such above provisions may be waived at the sole discretion of CalOptima, but only after CalOptima reviews the Captive Risk Retention Group’s or self-insured’s audited financial statements and approves the waiver.
5.5 Cancellation or Material Change . The Grantee shall not of its own initiative cause such insurances as addressed in this Article to be canceled or materially changed during the term of this Agreement without prior notification to CalOptima.
5.6 Certificates of Insurance. Prior to execution of this Agreement, Grantee shall provide Certificates of Insurance and additional insured endorsements to CalOptima showing the required insurance coverage and further providing that CalOptima is named as an additional insured on the Comprehensive General Liability Insurance and Automobile Liability Insurance with respect to the performance hereunder and Grantee’s coverage is primary and non-contributory as to any other insurance with respect to performance hereunder.
5.7 Indemnification. Grantee shall defend, indemnify and hold harmless CalOptima and its officers, directors, and employees from and against any and all claims (including attorneys' fees and reasonable expenses for litigation or settlement) that are related to or arise out of the Grantee’s negligence, willful performance or non- performance or breach of any duties or obligations of Grantee arising under this Agreement. Neither termination of this Agreement nor completion of the acts to be performed under this Agreement shall release Grantee from its obligation to indemnify as to any claims or cause of action asserted so long as the event(s) upon which such claims or cause of action is predicated shall have occurred prior to the effective date of termination or completion.
5.8 Notification of Claims . CalOptima agrees to promptly notify Grantee of any claims or demands which arise and for which indemnification or Grantee’s duty to defend hereunder is sought.
5.9 Termination. The terms of this Article V. shall survive the termination of this Agreement.
VI. TERM AND TERMINATION
6.1 Term of Agreement . This Agreement will commence on the Effective Date and will remain in effect up to and including 12/1/2025, or completion of the Grant Project, whichever occurs last.
6.2 Termination. If Grantee fails to fulfill any of its duties and obligations under this Agreement, including but not limited to: (i) committing acts of unlawful discrimination; (ii) engaging in prohibited marketing activities; and, (iii) committing fraud or abuse relating to any obligation, duty or responsibility under this Agreement (such as falsifying data in any reports; failing to maintain eligible status (non-profit in good standing), paying for services to non-Medi-Cal Member out of grant funds, etc.), CalOptima may terminate this Agreement for cause pursuant to Section 6.3.
6.3 Termination for Cause . Notwithstanding and in addition to any other provisions of this Agreement, CalOptima may terminate this Agreement for cause effective upon thirty (30) calendar days’ prior written notice. Cause shall include, but shall not be limited to, the actions set forth in Section 6.2. Grantee may appeal CalOptima’s decision to terminate the Agreement for cause by filing a complaint pursuant to CalOptima policies and procedures. Grantee shall exhaust this administrative remedy, including requesting a hearing if permitted under CalOptima policies and procedures, for any and all Grantee complaints before commencing any civil action.
CalOptima’s rights and remedies provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or this Agreement.
6.4 Automatic Termination . This Agreement shall terminate automatically if the DHCS State Contract between CalOptima and DHCS is terminated.
6.5 Bankruptcy. CalOptima or Grantee may terminate this Agreement with thirty (30) day written notice to the other Party in the event (i) a petition is filed in a court of record jurisdiction to declare either Party bankrupt or for reorganization under the bankruptcy laws of the United States or any similar statute of a state of the United States, or (ii) if a trustee in bankruptcy or a receiver is appointed for such Party, and such petition, trustee, or receiver, as the case may be, is not dismissed within one hundred and twenty (120) days thereof.
VII. GENERAL PROVISIONS
7.1 Interpretation of Agreement Language. CalOptima has the right to final interpretation of the Agreement language when disputes arise. Grantee has the right to appeal disputes concerning Agreement language to CalOptima.
7.2 Waiver. Any failure of a Party to insist upon strict compliance with any provision of this Agreement shall not be deemed a waiver of such provision or any other provision of this Agreement. To be effective, a waiver must be in writing that is signed and dated by the Parties.
7.3 Assignment. Neither this Agreement nor any of the duties delegated herein shall be assigned, delegated or transferred by Grantee without the prior written consent of CalOptima.
CalOptima may assign this Agreement and its rights, interests and benefits hereunder to any entity that has at least majority control of CalOptima or to any entity whose financial solvency has been approved by Grantee, which approval shall not be unreasonably withheld. If required, any assignment or delegation of this Agreement shall be void unless prior written approval is obtained from the appropriate state and federal agencies.
7.4 Independent Parties. Grantee acknowledges that it is, at all times during the term of this Agreement, acting as an independent contractor under this Agreement and is not as an agent, employee, or partner of CalOptima. Grantee agrees to be solely responsible for all matters relating to compensation of its employees, including, but not limited to, compliance with laws governing workers’ compensation, Social Security, withholding and payment of any and all federal, state and local personal income taxes, disability insurance, unemployment, and any other taxes for such persons, including any related employer assessment or contributions required by law, and all other regulations governing such matters, and the payment of all salary, vacation and other employee benefits. At Grantee’s expense as described herein, Grantee agrees to defend, indemnify, and hold harmless CalOptima, its directors, executives, officers, agents, employees, members, subsidiaries, joint venture partners, and predecessors and successors in interest from and against any claim, action, proceeding, liability, loss, damage, cost, or expense, including, without limitation, attorneys’ fees as provided herein arising out of Grantee’s alleged failure to pay, when due, all such taxes and obligations (collectively referred to for purposes of this paragraph as “ Employment Claim(s) ”).
Grantee shall pay to CalOptima any expenses or charges relating to or arising from any such Employment Claim(s) as they are incurred by CalOptima.
7.5 Integration of Entire Agreement . This Agreement contains all of the terms and conditions agreed upon by the Parties regarding the subject matter of this Agreement. Any prior agreements, promises, negotiations, or representations of or between the Parties, either oral or written, relating to the subject matter of this Agreement that are not expressly set forth in this Agreement are null and void and of no further force or effect. All attachments to this Agreement are considered part of this Agreement and are hereby incorporated herein.
7.6 Independent Agreement. Nothing in this Agreement shall affect any other contractual relationships between the Parties, such as an agreement for the provision of medical services to Members. No monies paid under this Agreement may be used for the provision of services that are payable under a different contract between the Parties, or for any other purpose beyond the Grant Project as set forth in Attachment A.
7.7 Invalidity or Unenforceability. The invalidity or unenforceability of any terms or provisions hereof will in no way affect the validity or enforceability of any other term or provision.
7.8 Amendment. CalOptima may amend this Agreement immediately upon written notice to Grantee in the event such amendment is required in order to maintain compliance with applicable state or federal laws. Other amendments to the Agreement shall be effective only upon mutual, written agreement of the Parties.
7.9 No Waiver of Immunity or Privilege . Any information delivered, exchanged or otherwise provided hereunder shall be delivered, exchanged or otherwise provided in a manner, which does not constitute a waiver of immunity or privilege under applicable law.
7.10 Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The Parties consent to the jurisdiction of the California Courts with venue in Orange County, California.
7.11 Force Majeure. Both Parties shall be excused from performance hereunder for any period that they are prevented from meeting the terms of this Agreement as a result of a catastrophic occurrence or natural disaster, including, but not limited to, an act of war, but excluding labor disputes, (a “Force Majeure Event ”) provided such Party uses commercially reasonable efforts to mitigate its effects and gives prompt written notice to the other Party. The time for the performance shall be extended for the period of delay or inability to perform due to such occurrences up to a period of ten (10) days at which time the Party unaffected by the Force Majeure Event may immediately terminate this Agreement upon written notice to the other Party without liability.
7.12 Interpretation. Each Party has had the opportunity to have counsel of its choice examine the provisions of this Agreement, and no implication shall be drawn against any Party by virtue of the drafting of this Agreement.
7.13 Headings. The article and section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.
7.14 No Liability of County of Orange . As required under Ordinance No. 3896, as amended, of the County of Orange, State of California, CalOptima and the Grantee hereby acknowledge and agree that the obligations of CalOptima under this Agreement are solely the obligations of CalOptima, and that the County of Orange, State of California, shall have no obligation or liability therefor.
7.15 Non-liability of Officials and Employees of CalOptima . No official or employee of CalOptima shall be personally liable to Grantee in the event of any default or breach by CalOptima, or for any amount that may become due to Grantee, or any obligation under the terms of this Agreement.
7.16 Time of Essence. Time is of the essence in the performance of this Agreement.
7.17 Authority to Execute . The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement, and that by executing this Agreement, the Parties are formally bound.
7.18 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same instrument.
7.19 Notices. All notices shall be in writing and shall be deemed to have been duly given on the date of service if personally served on the Party to whom notice is given, or seventy- two (72) hours after mailing by United States mail first class, Certified Mail or Registered Mail, return-receipt-requested, postage-prepaid, addressed to the party to whom notice is to be given and such Party’s address as set forth below or such other address provided by notice.
To: CalOptima Health
Attention: CEO
C/O: CalAIM
505 City Parkway West
Orange, CA 92868
To: Grantee
Anaheim Housing Authority
Grace Stepter
Executive Director
201 S. Anaheim Blvd, Ste 1003
Anaheim, CA 92805
[SIGNATURES ON FOLLOWING PAGE]
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VIII: SIGNATURES
IN WITNESS WHEREOF, the Parties have, by their duly authorized representatives, executed this Agreement, to be effective the date first written above:
For Grantee: For CalOptima:
Yunkyung Kim
Yunkyung Kim (Nov 5, 2023 11:08 PST)
Signature Signature
Yunkyung Kim
Print Name Print Name
Chief Operating Officer
Title Title
Nov 5, 2023
Date Date
ATTACHMENT A
Grant Project
Grantee agrees to meet requirements of the Scope of Work:
The objective of this project is to bring online 87 units of affordable housing units by September 30, 2025. Program Implementation Plan is below:
ATTACHMENT B
GRANT PAYMENT
CalOptima has made a Grant Award to Grantee in the amount of three million eight hundred seventy eight thousand four hundred twenty dollars ($3,878,420.00), which shall be the maximum amount payable for the Grant Project and which shall be paid following execution of the Agreement in the time and manner set forth below.
Payments: Payments under this Agreement shall be made in one installment. The first and only payment shall be made upon execution of this Agreement.
Return Funds: Grantee shall refund to CalOptima any funds that are found to not have been utilized in accordance with the requirements of this Agreement. CalOptima shall have the right to audit, or to have audited by an independent third party, all Grant Project expenses. Grantee shall fully cooperate with CalOptima or its auditor and shall refund to CalOptima any amounts found to have been improperly expended from the Grant Award within thirty (30) days of the notice of such improper expenditures.
ATTACHMENT C
REPORT SCHEDULE
Purpose of Grant Reports
In an effort to help ensure successful grant outcomes, CalOptima actively monitors and evaluates grant progress through monthly meetings with Grantee and requires that Grantee submit a final report. These reports are intended to help both CalOptima and Grantee appraise progress toward funding objectives.
Grant Report Requirements
All grant recipients must complete the Grant Report Form provided through written communication with CalOptima’s CalAIM department. Please note that successful completion of reports are a condition of grant funding and incomplete reports will delay the disbursement of future grant payments, if multiple payments are being dispersed.
Report Submission Schedule
This grant requires the submission of four reports over the duration of the project timeframe as follows:
• Semi-Annual Progress Report will be due within thirty (30) calendar days after the end of each reporting period.
o Specific due dates and Reporting Periods Covered:
Semi-Annual Report #1 - Due June 30, 2024 for Reporting Period December 1, 2023 – May 31, 2024.
Semi-Annual Report #2 - Due December 30, 2024 for Reporting Period June 1, 2024 – November 30, 2024.
Semi-Annual Report #3 - Due June 30, 2024 for Reporting Period December 1, 2024 – May 31, 2025
• Final Report (4) will be due within thirty (30) calendar days after the end of this Grant Agreement.
o Specific due date and Reporting Period Covered:
Final Report Due by December 30, 2025, for reporting period December 1, 2023 – November 30, 2025.
16 Anaheim Housing Authority_Grant Agreement_C11359418AA