1 MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF VENTURA
AND THE CITY OF CAMARILLO REGARDING THE FINANCIAL SHARING ARRANGEMENT FOR A
PROPOSED PERMANENT SUPPORTIVE HOUSING PROJECT
1. Recitals
A. On April 10, 2025, County of Ventura (“County”) applied for Homekey+ funding to develop 88 units of a Permanent Supportive Housing Project to develop at 1722-1736 Lewis Road, Camarillo, California (“Project”).
B. County’s initial goal is to be awarded Homekey+ funding to develop the Project. The Project would include 88 residential single occupancy units and an on-site resident manager’s unit and would be constructed with modular prefabricated homes on a section of the Lewis Road campus near the existing Rancho Sierra Senior Apartments.
C. The Project would serve individuals who are experiencing homelessness with a behavioral health challenge. Eligible households would be referred to the Project through the Coordinated Entry System with verification of Homekey+ eligibility of a behavioral health challenge.
D. County requested $25 million for capital costs and $5 million for operation costs in the Homekey+ Funding Application. Ventura County Behavioral Health(“VCBH”) would contribute Behavioral Services Act funds and Gold Coast Health Plan would contribute funding to support the Project’s sustainability. Along with the local match funding, if awarded the full request, the Project operations will be fully funded for the first 10 years. County is not seeking operational funding from City.
E. City wishes to support County in the development of the Project, in exchange for the reservation of 10 units for Camarillo qualified individuals, by providing financial support in the amount of $2,000,000 subject to the terms of this Memorandum of Understanding (“MOU”).
City and County may be referred to collectively as the “Parties” or individually as a “Party.” F. The Parties voluntarily enter into this MOU as an expression of commitment to the Project, identification of the Parties’ role and responsibilities, and framework for future operation of the Project.
G. It is the Parties’ intent that each Party may rely on this MOU as a good faith expression of each Party’s representations and expectations.
2. Definitions
Unless the contrary is stated or clearly appears from the context, or is defined elsewhere within this MOU, the following definitions govern the construction of the words and phrases used in this MOU.
A. “Applicable Law” means all federal, state and local law.
B. “Behavioral health challenge” is defined in the California Welfare and Institutions Code Section 5965.02 to include but not be limited to a serious mental illness, as described in 2 subdivision (c) or (d) of Section 14184.402, or a substance use disorder, as described in Section 5891.5.
C. “Coordinated Entry System” means a centralized or coordinated process developed pursuant to Section 578.7 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019, designed to coordinate homelessness program tenant intake, assessment, and provision of referrals.
D. “Effective Date” means the date this MOU is executed. Notwithstanding, the MOU’s Term does not begin until a certificate of occupancy is issued by the County.
E. “Eligible Households” has the same meaning as “target population” as that term is defined in the Homekey+ NOFA. “Target Population" means individuals, or households with an individual, who are experiencing homelessness or who are At Risk of Homelessness as defined under part 578.3 of Title 24 of the Code of Federal Regulations and who have or are suspected of having a Behavioral Health Challenge. These individuals and households must include a person described in subdivision (c) or (d) of Section 14184.402, or a person with a substance use disorder, as described in Section 5891.5. However, enrollment in Medi-Cal or in any other health plan shall not be a condition for accessing housing or continuing to be housed. For Veteran-serving Projects the Target Population also includes Veterans.
3. Term of MOU
The term of this MOU is for 55 years from the date the Project receives a Certificate of Occupancy, or equivalent document (the “Term”). Unless otherwise determined by written amendment between the Parties, this MOU will terminate as provided in this MOU.
4. Operating Memorandum
A. If County is awarded Homekey+ funding to develop the Project, County will enter into contracts with the selected developer and operator. City will not be a party to the developer or operator contracts and will therefore have no liability related to those agreements.
B. Capital Match. City will provide $2,000,000 in capital match funding subject to the terms of this MOU, if the Project is awarded Homekey+ funding from the State of California, and an Enforceable Funding Commitment from City for the Project is accepted by State of California Department of Housing and Community Development (“HCD”). City’s funding may be listed in the Homekey+ Standard Agreement as an Enforceable Funding Commitment, as the term is defined in the Homekey+ Notice of Funding Availability. City will provide funds to County within 180 days of the County’s execution of the Standard Agreement with HCD for the Homekey+ funding. The City shall not be responsible for any additional funding beyond the $2,000,000 described in this MOU.
C. Unit Reservation. Notwithstanding the total number of units of permanent supportive housing ultimately developed, at any given time, not less than ten of the Project’s permanent supportive housing units will be dedicated for Eligible Households with a behavioral health challenge and a verified connection to City (“City Unit”), unless there are no eligible persons with a verified connection to the City to refer. Connection to City will be established in the 3 City’s sole and absolute discretion, for the Term of this MOU. This provision would be reflected in City’s Enforceable Funding Commitment Letter.
D. Semi-Annual Meetings. Following the Project’s completion, the Parties agree that their respective staff will meet not less than twice each calendar year to review the referral process for placement for the permanent supportive housing units reserved for City and make any modifications necessary to remain compliant with Applicable Law and this MOU.
E. Reporting and Accountability. No less than annually from the date of the initial opening of the Project, County will provide City with a list of all persons residing in the permanent supportive housing units reserved for City, including the reason for any exit from a City Unit.
Within two business days’ notice from the operator of the Project to County, County will notify City of any of the termination of any lease for a City Unit.
The County will notify City no less than 60 calendar days before any of the following events:
Changes to the operator and/or service provider(s);
Major changes to the housing program such as change in rent basis, key definitions, HCD amendments to Homekey+ program;
F. County has selected a qualified developer and operator for the Project. Once the project development is nearing completion and when there are vacant City Unit(s) under this MOU, the parties will meet with the Coordinated Entry System and Behavioral Health staff to review the list of people prioritized by the Coordinated Entry System. City staff will verify as it determines necessary, the connection to the City’s jurisdiction for its ten reserved City Units.
G. It is City’s obligation to ensure that Eligible Households (experiencing homelessness and with a behavioral challenge) with a verified connection to City have completed the process to be included in the Coordinated Entry System and on the prioritized list. If no one from City’s jurisdiction is on the Coordinated Entry System prioritized list, a unit shall not remain vacant if there are no Eligible Households with a connection to City to fill the City Unit(s). In an instance where the City is unable to fill a City Unit with an eligible household that has a verified connection to the City within 10 days of being notified of the availability of a City Unit by County, and the City Unit is instead filled with a household without a verified connection to the City, the next non-City unit that becomes vacant in the Project will be considered a City Unit under this MOU; the unit filled with a household that does not have a verified connection to the City will cease being a City Unit under this MOU. It is in the City’s sole discretion to determine what constitutes a “verified connection” to the City.
5. No Liability for Developer or Operator
Nothing in this MOU shall be construed to make either City or County responsible for any costs incurred by the County selected Developer or Operator or any other service provider working in connection with the Project that has not been expressly identified and agreed to by the Parties.
6. Payment Schedule
4 The parties shall structure payment schedules so that the City’s $2,000,000 is received by the County within 180 days of execution of the Standard Agreement between County and HCD.
7. Dispute Resolution
If the Parties have a dispute that they are unable to resolve at the staff level, either Party may escalate the dispute to the executive staff level, (i.e., to the City Manager and the County Executive Officer) by submitting a signed and dated request for dispute resolution. If the City Manager and the County Executive Officer cannot come to a resolution, the Parties agree to mediate the matter and accept the mediator’s decision as the final determination of the dispute. Any selected mediator will need to be approved by both the City Manager and the County Executive Officer before mediation. If the parties can not arrive at a selected mediator, the parties will then develop a “strike list,” where a list of mediators are proposed by each party and each party is permitted to strike names until an acceptable mediator remains.
If a mediator still cannot be selected the parties may seek court intervention to choose a mediator.
8. Termination
A. Except as otherwise provided below, the Parties may terminate this MOU at any time with or without cause upon 60 days’ prior written notice.
B. Upon City’s capital contribution being included in the Homekey+ Standard Agreement as an Enforceable Funding Commitment, neither party may terminate this MOU.
C. If this MOU is terminated, the Parties’ commitments under this MOU for future capital contributions terminate. If the County continues to develop the Project, all costs incurred will be solely the County’s responsibility.
D. If the County does not construct the 10 City Units of the Project as required by the Homekey+ Standard Agreement, County will refund the City its $2,000,000 within 60 days of County’s failure to construct the required 10 City Units.
8. Indemnification
To the extent permitted by law, County agrees to indemnify and hold harmless the City, its officers, officials, employees, agents, and certified volunteers from all third-party claims, demands, or liability arising out of the County’s performance under this MOU except to the extent such injury or damage arose from the negligence or intentional acts or omissions of City. It is expressly understood and agreed that this provision will survive termination of this MOU.
9. Notices
All notices under this MOU must be in writing and are effective when personally delivered or upon receipt after deposit in the United States mail as registered or certified mail, postage prepaid, return receipt requested, to the following representatives of the Parties at the addresses indicated below or to such other addresses as one Party may provide to the other from time to time:
If to the City: With a copy to:
5 City of Camarillo
601 Carmen Drive
Camarillo, CA 93010
Attention: Community Development
Director
Burke, Williams & Sorensen, LLP
444 South Flower Street, 40th Fl.
Los Angeles, CA 90071-2953
Attention: Rachel H. Richman, City
Attorney
If to County:
Ventura County Executive Office
800 S. Victoria Avenue
Ventura, CA 93009
Attn: Kimberlee Albers
10. Interpretation. This MOU was drafted in and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this MOU will be in Ventura County.
11. Assignment. Neither Party may assign this MOU without the other Party’s prior written approval. Any purported assignment without the other Party’s prior written consent is null and void.
12. Third-Party beneficiaries. This MOU and every provision herein are generally for the exclusive benefit of the Parties and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of the Parties’ obligations under this MOU.
13. Entire agreement. This MOU, and any attachments, sets forth the Parties’ entire understanding. There are no other understandings, terms or other agreements expressed or implied, oral or written.
14. Rules of construction. Each Party had the opportunity to independently review this MOU with legal counsel. Accordingly, this MOU will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.
15. Severability. If any portion of this MOU is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion, and the balance of this MOU will continue in full force and effect.
16. Authority/modification. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this MOU and to engage in the actions described herein. This MOU may be modified by written amendment only. City’s Manager, or designee, may execute any such amendment on behalf of City.
17. Electronic signatures. This MOU may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this MOU, agreements ancillary to this MOU, and related documents to be entered into in connection with this MOU will be considered signed when the signature of a Party is delivered by electronic transmission. Such electronic signatures will be treated in all respects as having the same effect as an original signature.
6 18. Captions. The captions of the paragraphs of this MOU are for convenience of reference only and will not affect the interpretation of this MOU.
The foregoing terms and conditions are hereby agreed to and acknowledged by the Parties’ affixing the signatures of their authorized representatives below.
COUNTY OF VENTURA
________________________________________________ Date: ________________________ By: Dr. Sevet Johnson, County Executive Officer
CITY OF CAMARILLO
________________________________________________ Date: ________________________ By: Greg Ramirez, City Manager