HomeMy WebLinkAboutCALIFORNIA, STATE OF, EMPLOYMENT DEVELOPMENT (4) - 2015City of Santa Ana
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AGREEMENT TERMINATION FORM
Please complete this form when the attached agreement and all '18
amendments (if any) are no longer in effect. ? a $!!f �g PM 'a
Note: If your agreement is grant related, please ensure that all grant retention requirements
have been satisfied prior to signing the termination form. CITY CLERKOF C S TA NA
Return form to the Clerk of the Council Office (M-30).
Call 647-1520 if you have any questions.
The agreement with -%,4 tg C..0 � • " F, ®s)
No. a . a0kcb-t93-0� was completed on 40(U(% and final payment has been made.
(List all amendments. Use space below if needed.)
Department: czA e LJOuaC
Phone/Ext.: r ZCis Z�
Signature:
Date: % ( `Jo l
Revised: 0 1 -07-16
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SANTA ANA WORKFORCE INV BOARD
PASS -THROUGH ENTITY
WIOA SUBGRANT AGREEMENT
State of California
Employment Development Dept,
Central Office Workforce
Services Division
P.O.Box 826880, MIC 69
Sacramento, CA 94280-0001
SUBGRANT NO: K7102060
MODIFICATION NO: New
SUBRECIPIENT CODE: SAN
UNIQUE ENTITY NO: 083153247
SUBRECIPIENT: SANTA ANA WORKFORCE INV
BOARD
1000 E. SANTA ANA BLVD.
SANTA ANA, CA 92701
GOVERNMENTAL
ENTITY: Yes
This Subgrant Agreement is entered into by and between the State of California, Employment Development
Department, hereinafter the Pass -through Entity, and the SANTA ANA WORKFORCE INV BOARD, hereinafter the
Subrecipient. The Subrecipient agrees to operate a program in accordance with the provisions of this Subgrant and to
have an approved Workforce Innovation and Opportunity Act (WIOA) Local Plan for the above named Pass -through
Entity filed with the Pass -through Entity pursuant to the WIOA. This modification consists of this sheet and those of the
following exhibits, which are attached hereto and by this reference made a part hereof:
Funding Detail Chart
General Provisions
Youth Formula Rd 1
ALLOCATION(s) PRIOR AMOUNT $0.00
The Pass -through Entity agrees to reimburse the INCREASE/DECREASE: $1,034,615.00_,
Subrecipient not to exceed the amount listed TOTAL: $1,034,615,00
herelnafter'TOTAL'
TERM OF AGREEMENT
Fron—AM/2016 To:6/30/2018
PURPOSE: To initiate Program Year (PY) 2 01 6-17
WIOA Subgrant and incorporate WIOA Youth formula
funding under grant code 301. Term of these funds is
from 04/01/2016 - 06/30/2018.
APPROVED FOR PASS -THROUGH ENTITY(EDD)
(By Signature)
Name and Title
JOSS LUIS MARQUEZ
CHIEF
CENTRAL OFFICE WORKFORCE SERVICES
DIVISION
I hereby certify that to my knowledge, the budgeted
funds are available for the period and purpose of
expenditures as stated herein
Chapter: 010 $ffiWk 2015 FY:
RECOMMENDED FO APPROVAL:
RCetCCdrt z
Special Assistant to the City Manager
Terms of Exhibits are as
designated on each exhibit
APPROVED FOR SUBRECIPIENT (By Signat )
Name and Title
David Cavazos
City Manager
This agreement does not fall within the meaning of Section
10295 of Chapter 2 of Part 2 of Division 2 of the Public
Contract Code of the State of California and pursuant to 58
OPS Cal. Atty. Gen 586, is exempt from review or approval of
the Dept. of General Services and the Dept. of Finance
AS TO FORtdi �}
MARIA D. HU17_AR
CLERK OF THE COUNCIL.
Page i of 21
i. HODGE _
Nty Attorney
SUBGRANT AGREEMENT SUBGRANTNO:K7102060
FUNDING DETAIL SHEET MODIFICATION NO:New
SANTA ANA WORKFORCE INV BOARD I. Allocation
Funding Source
Prior Amount
Increase
Decrease Adjusted
Allocation
WIA/WIOA Formula
-.
96107 301 Youth Formula Rd 1
$0.00
$1,034,615.00
$0.00 $1,034 615.00
04/01/2016 to 06/30/2018 Prog/Element'
61/00 Ref 101 Fed Catlg 17.259
'$0.00
Total WIA/WIOA Formula
$0.00
$1,034,615.00
$1,034,615.00
Grand Total:
$0.00
$1,034,615.00
$0.00 $1,034,615.00
All vefereaces a e to the Workforce Innovation and opportudty Act of 2C14, Title I, unless otherwise noted. page 2 of 21
e'oc modific"ians Purposes enll, All usher 'sans and conditlene of th,i e,hibic na,, ir.eludad h-rein c,,io
NARRATIVE
SUBGRANT NO:K7102060
MODIFICATION NO: 0
SUBRECIPIENT:SANTAANA WORKFORCE INV BOARD
FAIN NO: AA-28305-16-55-A-6
FEDERAL AWARD DATE: 4/20/2016
FUNDING SOURCE: Youth Formula Rd 1 - 301
TERM OF THESE FUNDS: 04/01/2016 - 06/30/2018
----------------------------------------------
Use of funds added by this modification is limited to this period and ;
:additionally limited by the recapture provisions applicable to this
funding source. The state may at its discretion recapture funds
obligated under this exhibit, if expenditure plans are not being met.
PROGRAM NARRATIVE
The purpose of this action is to initiate this Local Area's new
Program Year (PY) 2016-17 Workforce Innovation and
Opportunity Act (WIOA) Title I subgrant agreement and to
incorporate WIOA Youth formula funding into Grant Code (GC)
301. The amount in GC 301 represents this Local Area's entire
youth formula allocation for PY 2016-17. The term date for these
funds is April 1, 2016 to June 30, 2018. The Local Area will
operate the WIOA program in accordance with the approved
Workforce Innovation and Opportunity Plan on file in the Central
Office Workforce Services Division of the Employment
Development Department, P.O. Box 828882, MIC 50,
Sacramento, CA 92480-0001.
---------------------------------------------------- - ---------------------------------------
;This exhibit adds to and does not replace the terms and conditions of any other exhibit included in this
;agreement which terms and conditions remain in full force and effect.
,.... 1-----............. ------------------ ----------- - --------------....... .......
WICA (2015)
Page. 3 of 21
Subrecipient:SANTA ANA WORKFORCE INV BOARD Subgrant No:K7102060
Modification No: New
WIOA SUBGRANT AGREEMENT
1. Compliance
In performance of this subgrant agreement, Subrecipient will fully comply with:
a). The provisions of the Workforce Innovation and Opportunity Act (WIOA),and all
legislation, regulations, directives, policies, procedures and amendments
issued pursuant thereto;
b). All State legislation and regulations to the extent permitted by federal law and
all policies, directives and/or procedures, which implement the WIOA.
c). Title 2, Code of Federal Regulations Part 200 (Uniform Guidance)
d). Title 2, Code of Federal Regulations Part 2900 (DOL Exceptions)
e). The provisions of Public Law 107-288, Jobs for Veterans Act, as the law applies to
DOL job training programs.
f). Subrecipient will ensure diligence in managing programs under this subgrant agreement,
including performing appropriate monitoring activities and taking prompt corrective action
against known violations of the WIOA, Subrecipient agrees to conform to the provisions
of the WIOA and the contract requirements as referenced in Uniform Guidance, and DOL
Exceptions.
This subgrant agreement contains the entire agreement of the parties and supersedes
all negotiations, verbal or otherwise and any other agreement between the parties hereto.
This subgrant agreement is not intended to and will not be construed to create the
relationship of agent, servant, employee, partnership, joint venture or association
between the Pass -through Entity and the Subrecipient. Subrecipient represents and
warrants it is free to enter into and fully perform this subgrant agreement.
2. Certification/Assurances
Except as otherwise indicated, the following certifications apply to all Subrecipients.
a). Corporate Registration: The Subrecipient, if it is a corporation, certifies it is
registered with the Secretary of State of the State of California.
b). The Subrecipient agrees to comply with the Americans with Disabilities Act (ADA)
of 1990, which, prohibits discrimination on the basis of disability, as well
as all applicable regulations and guidelines issued pursuant to ADA.
(42 U.S ,CA2101 et sec).
c). Sectarian Activities: The Subrecipient certifies that this subgrant agreement
does not provide for the advancement or aid to any religious sect, church or
creed, or sectarian purpose nor does it help to support or sustain any school,
college, university, hospital or other institution controlled by any religious
creed, church, or sectarian denomination whatsoever, as specified by Article XVI,
Section 5, of the Constitution, regarding separation of church and state.
d). National Labor Relations Board: The Subrecipient (if not a public entity), by
signing this subgrant agreement, does swear under penalty of perjury, that no
more than one final unappeasable finding of contempt of court by a federal
court has been issued against the Subrecipient within the immediately preceding
two-year period because of Subrecipient's failure to comply with an order of
a federal court, which orders the Subrecipient to comply with an order of the
National Labor Relations Board (PCC10296).
Page 4 of 21
e). Prior Findings: Subrecipient, by signing this subgrant
agreement, does swear under penalty of perjury, that it has not failed to satisfy
any major condition in a current or previous subgrant agreement with the DOL or
the State of California and has not failed to satisfy conditions relating to the
resolution of a final finding and determination, including repayment of debts.
f). Drug -Free Workplace Certification: By signing this subgrant agreement the
Subrecipient hereby certifies under penalty of perjury, under the laws of the
State of California, that the Subrecipient will comply with the requirements of
the Drug -Free Workplace Act of 1990 and will provide a drug -free workplace by
taking the following actions:
(1). Publish a statement notifying employees that unlawful manufacture, distribution,
dispensation, possession, or use of a controlled substance is prohibited and
specifying actions to be taken against employees for violations.
(2). Establish a Drug -Free Awareness Program as required to inform employees
about:
- the dangers of drug abuse in the workplace;
- the person's or organization's policy of maintaining a
drug -free workplace;
- any available counseling, rehabilitation and employee assistance
prcgrams;and,
- penalties that may be imposed upon employees for drug abuse violations.
(3). Every employee who works on this subgrant agreement will:
- receive a copy of the company's drug -free policy statement; and,
- agree to abide by the terms of the company's statement as a
condition of employment on the subgrant/contract.
g). Child Support Compliance Act: In accordance with the Child Support Compliance Act,
the Subrecipient recognizes and acknowledges:
(1). The importance of child and family support obligations and shall fully comply
with applicable state and federal laws relating to child and family support
enforcement, including, but not limited to, disclosure of information and
compliance with earnings assignment orders, as provided in Chapter 8
(commencing with Section 5200) of Part 5 of Division 9 of the California
Family Code; and that to the best of its knowledge is fully complying with
the earnings assignment orders of all employees and is providing the names
of all new employees to the New Employee Registry maintained by the
California Employment Development Department (EDD).
h). Debarment and Suspension Certification: By signing this subgrant agreement, the Subrecipient
hereby certifies under penalty of perjury under the laws of the State of California that the
Subrecipient will comply with regulations implementing Executive Order 12549
(Debarment and Suspension), 29 CFR Section 98,50, and 2 CFR Section 200.213; that the
Subrecipient to the best of its knowledge and belief, that it and its principals:
(1). Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any federal department or agency.
(2). Have not within a three year period preceding this subgrant agreement been convicted of or
had a civil judgement rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (federal, state or local)
transaction or contract under a public transaction, violation of federal or state antitrust
statutes, or commission of embezzlement, theft, forgery, bribery, falsification, or
destruction of records, making false statements, or receiving stolen property.
(3), Are not presently indicted for or otherwise criminally or civilly charged by a government entity
(federal, state or local) with commission of any of the offenses enumerated in Section 2 of
this certification.
(4). Have not within a three year period preceding this subgrant agreement had one or more
Page 5 of 21
public transactions (federal, state or local) terminated for cause of default.
Where the Subrecipient is unable to certify to any of the statements in this certification,
such prospective participant shall attach an explanation to this agreement.
i). Lobbying Restrictions: By signing this subgrant agreement, the Subrecipient hereby assures
and certifies to the lobbying restrictions in 2 CFR Section 200.450 and in 29 CFR Part 93,
(1). No federal appropriated funds have been paid, by or on behalf of the undersigned, to any
person for influencing or attempting to influence an officer or employee of an agency, a
Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress, in connection with this federal contract, grant loan, or cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any
federal contract, grant, loan, or cooperative agreement.
(2). If any funds other than federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, and officer or employee of Congress, or an employee of a
Member of Congress, in connection with this subgrant agreement, the undersigned shall
complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying" in accordance
with its instructions.
(3). The undersigned shall require that the language of the lobbying restrictions be included
in the award documents for subgrant agreement transactions over $100,000 (per OMB)
at all tiers (including subgrant agreements, contracts and subcontracts, under grants,
loan, or cooperative agreements), and that all Subrecipients shall certify and
disclose accordingly.
(4). This certification is a material representation of fact upon which reliance is placed
when this transaction is executed. Submission of the Lobbying Certification is a
prerequisite for making or entering into this transaction imposed by 31 U.S.C.
Section 1352. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not
more than $100,000 for each failure.
j). Priority Hiring Considerations: If this subgrant includes services in excess of
$200,000, the Subrecipient shall give priority consideration in filling vacancies in
positions funded by the subgrant to qualified recipients pursuant to California Public
Contract Code Section 10353.
k). Sweaffree Code of Conduct:
1). All Subrecipients contracting for the procurement or laundering of apparel,
garments or corresponding accessories, or the procurement of equipment, materials,
or supplies, other than procurement related to a public works contract, declare under penalty
of perjury that no apparel, garments or corresponding accessories, equipment, or supplies
furnished to the state pursuant to the contract have been laundered or produced in whole or
in part by sweatshop labor, forced labor, convict labor, indentured labor under penal
sanction, abusive forms of child labor or exploitation of children in sweatshop labor,
or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor
under penal sanction, abusive forms of child labor or exploitation of children in
sweatshop labor. The Subrecipient further declares under penalty of perjury that they
adhere to the Sweaffree Code of Conduct as set forth on the California Department
of Industrial Relations website located at www,dir,ca.gov, and California Public
Contract Code Section 6108.
2). The Subrecipient agrees to cooperate fully in providing reasonable access to the
Subrecipient's records, documents, agents or employees, or premises if reasonably
required by authorized officials of the Pass -through Entity, the California Department
of Industrial Relations, or the Department of Justice to determine the Subrecipient's
compliance with the requirements of the Sweatree Code of Conduct.
I), Unenforceable Provision: In the event that any provision of this subgrant agreement is
unenforceable or held to be unenforceable, then the parties agree that all other provisions
of this subgrant agreement have force and effect and shall not be affected hereby.
Page 6 of 21
m). Nondiscrimination Clause
1). The conduct of the parties to this subgrant agreement will be in accordance with
Title VI of the Civil Rights Act of 1964, and the Rules and Regulations promulgated
there under and the provisions of WIOA, Section 188.
(a). As a condition to the award of financial assistance from the Department of
Labor under Title I of WIOA, the grant applicant assures that it will comply fully
with the nondiscrimination and equal opportunity provisions of the following laws:
Section 188 of the WIOA, which prohibits discrimination against all individuals
in the United States on the basis of race, color, religion, sex, national origin,
age disability, political affiliation or belief, and against beneficiaries on
the basis of either citizenship/status as a lawfully admitted immigrant
authorized to work in the United States or participation in any WIOA Title I -
financially assisted program or activity;
Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination
on the basis of race, color and national origin;
Section 504 of the Rehabilitation Act of 1973, as amended,
which prohibits discrimination against qualified individuals with disabilities;
The Age Discrimination Act of 1975, as amended, which prohibits discrimination
on the basis of age; and
Title IX of the Education Amendments of 1972, as amended, which prohibits
discrimination on the basis of sex in educational programs.
The grant applicant also assures that it will comply with 29 CFR Part 37
and all other regulations implementing the laws listed above. This assurance
applies to the grant applicant's operation of the WIOA Title 1-financially
assisted program or activity, and to all agreements that grant applicant makes
to carry out the WIOA Title 1-financially assisted program or activity.
The grant applicant understands that the United States has the right to seek
judicial enforcement of this assurance.
(b). This Subrecipient shall include the nondiscrimination and compliance provisions
of this clause in all subcontracts to perform work under the subgrant agreement.
(c). This Subrecipient agrees to conform to nondiscrimination provisions of the
WIOA and other federal nondiscrimination requirements as referenced in
WIOA Section 188.
n). Indemnification:
1). The following provision applies only if the Subrecipient is a governmental entity:
Pursuant to California Government Code Section 895.4, each party agrees to indemnify
and hold the other party harmless from all liability for damage to persons or property
arising out of or resulting from acts or omissions of the indemnifying party.
2). The following provision applies only if the Subrecipient is a non -governmental entity:
The Subrecipient agrees to the extent permitted by law, to indemnify, defend and
hold harmless the Pass -through Entity, its officers, agents and employees from any
and all claims and losses accruing or resulting to any and all contractors,
subcontractors, materials persons, laborers and any other persons, firms or corporations,
furnishing or supplying work, services, materials, or supplies in connection with the
performance of this agreement, and from any and all claims and losses accruing
or resulting to any persons, firms or corporations which may be injured or damaged
by the Subrecipient in the performance of this subgrant agreement.
Failure to comply with all requirements of the certifications may result in suspension
of payment under this subgrant agreement or termination of this subgrant agreement or
Page ') of 21
both, and the Subrecipient may be ineligible for award of future state subgrant
agreements/contracts If the Pass -through Entity determines that any of the following
has occurred: (1) false information on the certifications, or (2) violation of
the terms of the certifications by failing to carry out the requirements as noted above
o). Salary and Bonus Limitations: In compliance with Public Law 109-234, none of the
funds appropriated in Public Law 109-149 or prior Acts under the heading
"Employment and Training" that are available for expenditure on or after June 15, 2006,
shall be used by a recipient or Subrecipent of such funds to pay the salary and bonuses
of an individual, either as direct costs or indirect costs, at a rate in excess of
Executive Level 11, except as provided for under section 101 of Public Law 109-149.
This limitation shall not apply to vendors providing goods and services as defined
in Uniform Guidance 2 CFR Part 200, and the DOL Exceptions 2 CFR Part 2900, Where
States are recipients of such funds, States may establish a lower limit for salaries
and bonuses of those receiving salaries and bonuses from Subrecipients of such funds,
taking into account factors including the relative cost -of -living in the States,
the compensation levels for programs involved including Employment and Training
Administration programs. See Training and Employment Guidance Letter Number 5-06
for further clarification.
The incurrence of costs and receiving reimbursement for these costs under this
award certifies that your organization has read the above special condition
and is in compliance.
p). Federal Funding Accountability and Transparency Act (FFATA): As required by the
FFATA, recipients of federal awards are required to report sub -award and executive
compensation information. By signing this subgrant agreement the Subrecipient hereby
assures and certifies to comply with the provisions of FFATA, which includes
requirements referenced in Uniform Guidance 2 CFR Part 200, and DOL
Exceptions 2 CFR Part 2900.
q). AIR OR WATER POLLUTION VIOLATION: Under the State laws, the Contractor shall
not be: (1) in violation of any order or resolution not subject to review promulgated
by the State Air Resources Board or an air pollution control district; (2) Subject to
cease and desist order not subject to review issued pursuant to California Water Code
Section 13301 for violation of waste discharge requirements or discharge prohibitions;
or (3) finally determined to be in violation of provisions of federal law relating
to air or water pollution.
3. Standards of Conduct
The following standards apply to all Subrecipients:
a). General Assurance: Every reasonable course of action will be taken by the
Subrecipient in order to maintain the integrity of this expenditure of public funds
and to avoid favoritism and questionable or improper conduct. This subgrant agreement
will be administered in an impartial manner, free from efforts to gain personal,
financial or political gain. The Subrecipient agrees to conform to the nondiscrimination
requirements as referenced in WIOA Section 188.
b). Avoidance of Conflict of Economic Interest: An executive or employee of the
Subrecipient, an elected official in the area or a member of the Local Board, will not
solicit or accept money or any other consideration from a third person, for the
performance of an act reimbursed in whole or part by the Subrecipient
or Pass -through Entity. Supplies, materials, equipment or services purchased with
subgrant agreement funds will be used solely for purposes allowed under this subgrant
agreement. No member of the Local Board will cast a vote on the provision of services
by that member (or any organization, which that member represents) or vote on any
matter which would provide direct financial benefit to that member (or immediate family
of the member) or any business or organization which the member directly represents.
4, Coordination
Subrecipient will, to the maximum extent feasible, coordinate all programs and activities
supported under this part with other programs under the WIOA, including the
Paq= 8 of 21
Wagner-Peyser Act, Title 38 of the United States Code, and other employment and training
programs at the state and local level.
Subrecipient will consult with the appropriate labor organizations andlo r employer
representatives in the design, operation or modification of the programs under this
subgrant agreement.
5. Subcontracting
a). Any of the work or services specified in this subgrant agreement which will be
performed by other than by the Subrecipient will be evidenced by a written agreement
specifying the terms and conditions of such performance.
b). The Subrecipient will maintain and adhere to an appropriate system, consistent
with federal, state and local law, for the award and monitoring of contracts which
contain acceptable standards for insuring accountability.
c). The system for awarding contracts will contain safeguards to insure that the
Subrecipient does not contract with any entity whose officers have been convicted
of fraud or misappropriation of funds within the last two years.
6.Insurance
Except for city and county governmental entities, Subrecipients must provide the
Pass- through Entity evidence of the coverage specified in a, b, c and d below. The
evidence of coverage shall include the registration number of the subgrant agreement
for identification purposes.
a). Subrecipient will obtain a fidelity bond in an amount of not less than
prior to the receipt of funds under this subgrant agreement. If the bond is
canceled or reduced, Subrecipient will immediately notify the Pass -through Entity.
In the event the bond is canceled or revised, the Pass -through Entity will make no
further disbursements until it is assured that adequate coverage has been obtained.
b). Subrecipient will provide general liability insurance with a combined limit of
$1,000,000, or public liability and property damage coverage with a combined limit
of not less than $1,000,000.
c). Subrecipient will provide broad form automobile liability coverage with limits
as set forth in (b) above, which applies to both owned/leased and non -owned
automobiles used by the Subrecipient or its agents in performance of this subgrant
agreement. Or, in the event that the Subrecipient will not utilize owned/leased
automobiles but intends to require employees, trainees or other agents to utilize
their own automobiles in performance of this subgrant agreement, Subrecipient
will secure and maintain on file from all such employees, trainees or agents a
self -certification of automobile insurance coverage.
d). Subrecipient will provide worker's compensation insurance, which complies with
provisions of the California Labor Code, covering all employees of the
Subrecipient and all participants enrolled in work experience programs. Medical
and Accident Insurance will be carried for those participants not qualifying as
"employee" (Section 3350, at seq. of the California Labor Code) for worker's
compensation.
a). The Pass -through Entity will be named as "Certificate Holder" of policies secured
in compliance with paragraphs 6(a-d) above and will be provided certificates of
insurance or insurance company "binders" prior to any disbursement of funds
under this subgrant agreement, verifying the insurance requirements have been
complied with. The coverage noted in paragraphs 6(b) and 6(c) above must contain
the following clauses:
Page 9 of 21
(1). Insurance coverage will not be canceled or changed unless 30 days prior
to the effective date of cancellation or change written notice is sent by
the Subrecipient to.
Employment Development Department
Central Office Workforce Services Division
Financial Management Unit
P. 0. Box 826880, MIC 69
Sacramento, CA 94280-0001
(2), State of California, its officers, agents, employees and servants are
included as additional insured, but only insofar as the operations under this
subgrant agreement are concerned.
(3). The State of California is not responsible for payment of premiums or
assessments on this policy.
7. Resolution
A county, city, district or other local public body must provide the state with a
copy of a resolution, order, motion, or ordinance of the local governing body which
by law has authority to enter into an agreement, authorizing execution of this
subgrant agreement. Preferably resolutions should authorize a designated position
rather than a named individual.
8. Funding
It is mutually understood between the parties that this subgrant agreement may have
been written before ascertaining the availability of congressional and legislative
appropriation of funds, for the mutual benefit of both parties, in order to avoid
program and fiscal delays which would occur if the subgrant agreement was executed
after that determination was made.
This subgrant agreement is valid and enforceable only if (1) sufficient funds
are made available by the State Budget Act of the appropriate state fiscal years
covered by this subgrant agreement for the purposes of this program,
and (2) sufficient funds available to the state by the United States Government for
the fiscal years covered by this subgrant agreement for the purposes of this program.
In addition, this subgrant agreement is subject to any additional restrictions,
limitations, or conditions enacted by the Congress and Legislature or
any statue enacted by the Congress and Legislature which may affect the
provisions, terms, or funding of this subgrant agreement in any manner.
a). At the expiration of the terms of this subgrant agreement or upon termination
prior to the expiration of this subgrant agreement, funds not obligated for the
purpose of this subgrant agreement will be immediately remitted to the
Pass -through Entity, and no longer available to the Subrecipient.
b). The Pass -through Entity retains the right to suspend financial assistance,
in whole or in part, to protect the integrity of the funds or to ensure proper
operation of the program, providing the Subrecipient is given prompt notice and
the opportunity for an informal review of the Pass -through Entity's decision. The
EDD Chief Deputy Director or his designee will perform this informal review and
will issue the final administrative decision within 60 days of receiving the
written request for review. Failure on the part of the Subrecipient or a
Subcontractor of the Subrecipient to comply with the provisions of this
subgrant agreement, or with the WIOA or regulations, when such failure involves
fraud or misappropriation of funds, may result in immediate withholding of funds.
c). The local Chief Elected Official (CEO) of a unit of general local government
designated as a Local Workforce Development Area (Local Area) shall be
liable to the EDD for all funds not expended in accordance with WIOA, and
shall return to the EDD all of those funds. If there is more than one unit of
general local government in a Local Area, the CEO(s) will be the individual(s)
Page 10 of 21
designated under an agreement executed by the CEO(s) of the local units of
government. The CEO(s) designated under the agreement shall be liable to the
EDD for all funds not expended in accordance with the WIOA, and shall return
to the EDD all of those funds.
9. Accounting and Cash Management
a). Subrecipient will comply with controls, record keeping and fund accounting
procedure requirements of WIOA,federal and state regulations, and directives to
ensure the proper disbursal of, and accounting for, program funds paid to the
Subrecipient and disbursed by the Subrecipient, under this subgrant agreement.
b). Subrecipient will submit requests for cash to coincide with immediate cash needs
and assure that no excess cash is on deposit in their accounts or the accounts
of any sub -contracting service provider in accordance with procedures established
by the Pass -through Entity. Failure to adhere to these provisions may result in
suspending cash draw down privileges and providing funds through a reimbursement
process.
c). The Pass -through Entity retains the authority to adjust specific amounts of
cash requested if the Pass -through Entity's records and subsequent verification
with the Subrecipient indicate that the Subrecipient has an excessive amount
of cash in its account.
d). Income (including interest income) generated as a result of the receipt of WIOA
activities, will be utilized in accordance with policy and procedures established
by the Pass -through Entity. Subrecipient will account for any such generated
income separately.
a). Subrecipient shall not be required to maintain a separate bank account but shall
separately account for WIOA funds on deposit. All funding under this subgrant
agreement, will be made by check or wire transfer payable to the Subrecipient
for deposit in Subrecipient's bank account or city and county governmental
bank accounts. To provide for the necessary and proper internal controls, funds
should be withdrawn and disbursed by no less than two representatives of
the Subrecipient. The Pass -through Entity will have a lien upon any balance
of WIOA funds in these accounts, which will take priority over all
other liens or claims.
10. Amendments
This subgrant agreement may be unilaterally modified by the Pass -through
Entity under the following circumstances:
a), There is an increase or decrease in federal or state funding levels.
b). A modification to the Subgrant is required in order to implement an
adjustment to a Subrecipient's plan.
c). Funds awarded to the Subrecipient have not been expended in accordance with
the schedule included in the approved Subrecipient's plan. After consultation
with the Subrecipient, the Pass -through Entity has determined that funds
will not be spent in a timely manner, and such funds are for that reason to the
extent permitted by and in a manner consistent with state and federal law,
regulations and policies, reverting to the Pass -through Entity.
d). There is a change in state and federal law or regulation requiring a change
in the provisions of this subgrant agreement.
e). An amendment is required to change the Subrecipient's name as listed on
this subgrant agreement. Upon receipt of legal documentation of the name
change the state will process the amendment. Payment of invoices presented
with a new name cannot be paid prior to approval of said amendment.
Except as provided above, this subgrant agreement may be amended only in writing by
Page 11 of 21
the mutual agreement of both parties.
11. Reporting
Subrecipient will compile and submit reports of activities, expenditures,
status of cash, and closeout information by the specified dates as prescribed by the
Pass -through Entity. All expenditure reports must be submitted upon the accrual
basis of accounting. Failure to adhere to the reporting requirements of
this agreement will result in funds not being released,
12. Termination
This subgrant agreement may be terminated in whole or in part for either of the two
following circumstances:
a). Termination for Convenience - Either the Pass -through Entity or the
Subrecipient may request a termination, in whole or in part, for convenience.
The Subrecipient will give a ninety (90) calendar -day advance notice in writing
to the Pass -through Entity. The Pass -through Entity will give a ninety (90)
calendar -day advance notice in writing to the Subrecipient.
b). Termination for Cause - The Pass -through Entity may terminate this subgrant
agreement in whole or in part when it has determined that the Subrecipient has
substantially violated a specific provision of the WIOA regulations, the Uniform
Guidance 2 CFR Part 200, or implementing state legislation, and corrective
action has not been taken.
(1). All notices of termination must be in writing and be delivered personally or by
deposit in the U.S. Mail, postage prepaid, "Certified Mail -Return Receipt Requested",
and will be deemed to have been given at the time of personal delivery or of
the date of postmark by the U.S. Postal Service.
Notices to the Subrecipient will be addressed to:
Deborah, Sanchez
Director / Administrator
SANTA ANA WORKFORCE INV BOARD
1000 E. SANTA ANA BLVD.
SANTA ANA, CA 92701
Notices to the Pass -through Entity will be addressed to:
Employment Development Department
Central Office Workforce Services Division
Financial Management Unit
P.O. Box 826880, MIC 69
Sacramento, CA 94280-0001
13. Records
a). If participants are served under this subgrant agreement, the Subrecipient will establish
a participant data system as prescribed by the Pass -through Entity.
b). Subrecipient will retain all records pertinent to this subgrant agreement for a period of
three years from the date of final payment of this subgrant agreement. If, at the end of
three years, there is litigation or an audit involving those records, the Subrecipient will
retain the records until the resolution of such litigation or audit. See 2 CFR Section
200,333-337.
c). The Pass -through Entity and/or the DOL, or their designee (refer 2 CFR Section
200,500-521) will have access to and right to examine, monitor and audit all records,
documents, conditions and activities related to programs funded by this subgrant agreement.
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For purposes of this section, "access to" means that the Subrecipient shall at all times
maintain within the State of California a complete set of records and documents related to
programs funded by this agreement. The Subrecipient shall comply with this requirement
regardless of whether it ceases to operate or maintain a presence within the State of
California before the expiration of the subgrant. Subrecipient's performance under the
terms and conditions herein specified will be subject to an evaluation by the
Pass -through Entity of the adequacy of the services performed, timeliness of response
and a general impression of the competency of the firm and its staff.
14. Audits
a). The Subrecipient will maintain and make available to auditors, at all levels, accounting
and program records including supporting source documentation and cooperate with all auditors.
All governmental and non-profit organizations must follow the audit requirements
(single audit or program -specific audit requirement) of Uniform Guidance 2 CFR Part
200 and DOL Exceptions 2 CFR Part 2900.
b). The Subrecipient and/or auditors performing monitoring or audits of the Subrecipient
or its sub -contracting service providers will immediately report to the Pass -through Entity
any incidents of fraud, abuse or other criminal activity in relation to this subgrant
agreement, the WIOA, or its regulations.
15. Disallowed Costs
Except to the extent that the state determines it will assume liability, the Subrecipient
will be liable for and will repay, to the Pass -through Entity, any amounts expended under
this subgrant agreement found not to be in accordance with WIOA including, but not limited to,
disallowed costs. Such repayment will be from funds (Non -Federal), other than those
received under the WI CA.
16, Conflicts
a). Subrecipient will cooperate in the resolution of any conflict with the DOL that may occur
from the activities funded under this agreement.
b). In the event of a dispute between the Pass -through Entity and the Subrecipient over
any part of this subgrant agreement, the dispute may be submitted to non -binding
arbitration upon the consent of both the Pass -through Entity and the Subrecipient.
An election for arbitration pursuant to this provision will not preclude either party
from pursuing any remedy for relief otherwise available.
17, Grievances and Complaint System
Subrecipient will establish and maintain a grievance and complaint procedure in
compliance with the WIOA, the Uniform Guidance 2 CFR Part 200, DOL Exceptions 2
CFR Part 2900, federal regulations and state statues, regulations and policy.
18. Property
All property, whether finished or unfinished documents, data, studies and reports
prepared or purchased by the Subrecipient under this subgrant agreement, will be
disposed of in accordance with the direction of the Pass -through Entity. In addition,
any tools and/or equipment furnished to the Subrecipient by the Pass -through Entity
and/or purchased by the Subrecipient with funds pursuant to this subgrant agreement
will be limited to use within the activities outlined in this subgrant agreement and
will remain the property of the United States Government and/or the Pass -through Entity.
Upon termination of this subgrant agreement, Subrecipient will immediately return such
tools and/or equipment to the Pass -through Entity or dispose of them in accordance with
the direction of the Pass -through Entity.
19. Intellectual Property Provisions
a). Federal Funding
In any subgrant funded in whole or in part by the federal government, Pass -through
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Entity may acquire and maintain the Intellectual Property rights, title, and ownership,
which result directly or indirectly from the subgrant, except as provided in 37 CFR
Part 401.14. However, pursuant to 29 CFR Section 97.34 the federal government shall
have a royalty -free, non-exclusive, irrevocable, paid -up license throughout the world
to use, duplicate, or dispose of such Intellectual Property throughout the world in
any manner for governmental purposes and to have and permit others to do so.
b). Ownership
(1). Except where Pass -through Entity has agreed in a signed writing to accept a license,
Pass -through Entity shall be and remain, without additional compensation, the sole
owner of any and all rights, title and interest in all intellectual property, from
the moment of creation, whether or not jointly conceived, that are made, conceived,
derived from, or reduced to practice by Subrecipient or Pass -through Entity and which
result directly or indirectly from this subgrant agreement.
(2). For the purposes of this subgrant agreement Intellectual Property means recognized
protectable rights and interest such as: patents (whether or not issued), copyrights,
trademarks, service marks, applications for any of the foregoing, inventions,
trade secrets, trade dress, logos, insignia, color combinations, slogans,
moral rights, right of publicity, author's rights, contract and licensing rights,
works, mask works, industrial design rights, rights of priority, know how,
design flows, methodologies, devices, business processes, developments, innovations,
good will, any data or information maintained, collected or stored in the ordinary
course of business by Pass -through Entity, and all other legal rights protecting
intangible proprietary information as may exist now and/or hereafter come into
existence, and all renewals and extensions, regardless of whether those rights
arise under the laws of the United States, or any other state, country or jurisdiction.
(a). For the purposes of the definition of Intellectual Property, "works' means all
literary works, writings, and printed matter including the medium by which they
are recorded or reproduced, photographs, art work, pictorial and graphic
representations and works of a similar nature, film, motion pictures, digital
images, animation cells, and other audiovisual works including positives and
negatives thereof, sound recordings, tapes, educational materials, interactive
videos, computer software and any other materials or products created, produced,
conceptualized and fixed in a tangible medium of expression. It includes
preliminary and final products and any materials and information developed
for the purposes of producing those final products. "Works' does not include
articles submitted to peer review or reference journals or independent
research projects.
(3). In the performance of this subgrant agreement, Subrecipient may exercise and utilize
certain of its Intellectual Property in existence prior to the effective date of this
subgrant agreement. In addition, under this subgrant agreement, Subrecipient may
access and utilize certain of Pass -through Entity's intellectual property in existence
prior to the effective date of this subgrant agreement. Except as otherwise set
forth herein, Subrecipient shall not use any of Pass -through Entity's Intellectual
Property now existing or hereafter existing for any purposes without the prior
written permission of Pass -through Entity. Except as otherwise set forth herein,
neither the Subrecipient nor Pass -through Entity shall give any ownership interest
in or rights to its Intellectual Property to the other Party. If, during the term
of this subgrant agreement, Subrecipient accesses any third -party Intellectual
Property that is licensed to Pass -through Entity, Subrecipient agrees to
abide by all license and confidentiality restrictions applicable to
Pass -through Entity in the third-party's license agreement.
(4). Subrecipient agrees to cooperate with Pass -through Entity in establishing or
maintaining Pass -through Entity's exclusive rights in the Intellectual Property,
and in assuring Pass -through Entity's sole rights against third parties with respect
to the Intellectual Property. If the Subrecipient enters into any agreements or
subcontracts with other parties in order to perform this subgrant agreement,
Subrecipient shall require the terms of the agreement(s) to include all Intellectual
Property provisions of paragraph 19(a) through 19(i). Such terns must include, but
are not limited to, the subcontractor assigning and agreeing to assign to
Pass -through Entity all rights, title and interest in Intellectual Property made,
Page 11 of 21
conceived, derived from, or reduced to practice by the subcontractor, Subrecipient
or Pass -through Entity and which result directly or indirectly from this
subgrant agreement or any subcontract.
(5). Pursuant to paragraph 19(b)(4), the requirement for the Subrecipient to include
all Intellectual Property Provisions of paragraph 19(a) through 19(i) in all
agreements and subcontracts it enters into with other parties does not apply
to subgrant agreements or subcontracts that are for customized and on-the-job
training as authorized under 20 CFR 663.700-730.
(6). Subrecipient further agrees to assist and cooperate with Pass -through Entity in
all reasonable respects, and execute all documents and, subject to reasonable
availability, give testimony and take all further acts reasonably necessary to
acquire, transfer, maintain, and enforce Pass -through Entity's Intellectual
Property rights and interests.
c). Retained Rights / License Rights
(1). Except for Intellectual Property made, conceived, derived from, or reduced to
practice by Subrecipient or Pass -through Entity and which result directly or
indirectly from this subgrant agreement, Subrecipient shall retain title to
all of its Intellectual Property to the extent such Intellectual Property is
in existence prior to the effective date of this subgrant agreement.
Subrecipient hereby grants to Pass -through Entity, without additional
compensation, a permanent, non-exclusive, royalty free, paid -up, worldwide,
irrevocable, perpetual, non -terminable license to use, reproduce, manufacture,
sell, offer to sell, import, export, modify, publicly and privately
display/perform, distribute, and dispose of Subrecipient's Intellectual
Property with the right to sublicense through multiple layers, for any
purpose whatsoever, to the extent it is incorporated in the Intellectual
Property resulting from this subgrant, unless Subrecipient assigns all
rights, title and interest in the Intellectual Property as set forth herein.
(2). Nothing in this provision shall restrict, limit, or otherwise prevent Subrecipient
from using any ideas, concepts, know-how, methodology or techniques related
to its performance under this subgrant agreement, provided that Subrecipient's
use does not infringe the patent, copyright, trademark rights, license or other
Intellectual Property rights of Pass -through Entity or third party, or
result in a breach or default of any provisions of paragraph 19(a) through
19(i) or result in a breach of any provisions of law relating to confidentiality.
d). Copyright
(1) Subrecipient agrees that for purposes of copyright law, all works (as defined
in Ownership, paragraph nineteen (b)(2)(a) of authorship made by or on behalf of
Subrecipient in connection with Subrecipient's performance of this subgrant agreement
shall be deemed "works made for hire." Subrecipient further agrees that the work
of each person utilized by Subrecipient in connection with the performance of
this subgrant agreement will be a "work made for hire," whether that person is
an employee of Subrecipient or that person has entered into an agreement with
Subrecipient to perform the work. Subrecipient shall enter into a written
agreement with any such person that: (i) all work performed for Subrecipient
shall be deemed a "work made for hire' under the Copyright Act and (ii) that
person shall assign all right, title, and interest to Pass -through Entity to
any work product made, conceived, derived from or reduced to practice by
Subrecipient or Pass -through Entity and which result directly or indirectly
from this subgrant agreement. Refer to 2 CFR Section 200.35
(2) All materials, including, but not limited to, computer software, visual works
or text, reproduced or distributed pursuant to this subgrant agreement
that include Intellectual Property made, conceived, derived from, or
reduced to practice by Subrecipient or Pass -through Entity and which result
directly or indirectly from this subgrant agreement may not be reproduced or
disseminated without prior written permission from Pass -through Entity.
Page 15 of. 21
e). Patent Rights
With respect to inventions made by Subrecipient in the performance of this
subgrant agreement, which did not result from research and development
specifically included in the Subgrant's scope of work, Subrecipient hereby
grants to Pass -through Entity a license as described under paragraph 19(c)
for devices or material incorporating, or made through the use of such inventions.
If such inventions result from research and development work specifically included
within the subgrant agreement's scope of work, then Subrecipient agrees to assign to
Pass -through Entity, without addition compensation, all its right, title and
interest in and to such inventions and to assist Pass -through Entity in securing
United States and foreign patents with respect thereto.
f). Third -Party Intellectual Property
Except as provided herein, Subrecipient agrees that its performance of this subgrant
agreement shall not be dependent upon or include any Intellectual Property of
Subrecipient or third party without first: (i) obtaining Pass -through Entity's prior
written approval; and (ii) granting to or obtaining for Pass -through Entity's,
without additional compensation, a license, as described in paragraph 19(c),
for any of Subrecipient's or third-party's Intellectual Property in existence
prior to the effective date of this subgrant agreement. If such a license
upon these terms is unattainable, and Pass -through Entity determines that
the Intellectual Property should be included in or is required for Subrecipient
performance of this subgrant agreement, Subrecipient shall obtain a license
under terms acceptable to Pass -through Entity.
g). Warranties
(1). Subrecipient represents and warrants that:
(a). It has secured and will secure all rights and licenses necessary
for its performance of this subgrant agreement.
(b). Neither Subrecipient's performance of this subgrant agreement, nor
the exercise by either Party of the rights granted in this subgrant agreement,
nor any use, reproduction, manufacture, sale, offer to sell, import, export,
modification, public and private display/performance, distribution, and
disposition of the Intellectual Property made, conceived, derived from,
or reduced to practice by Subrecipient or Pass -through Entity and which
result directly or indirectly from this subgrant agreement will infringe
upon or violate any Intellectual Property right, non -disclosure
obligation, or other proprietary right or interest of any third -party
or entity now existing under the laws of, or hereafter existing or
issued by, any state, the United States, or any foreign country.
There are currently no actual or threatened claims by any such third
party based on an alleged violation of any such right by Subrecipient.
(c). Neither Subrecipients performance nor any part of its performance will
violate the right of privacy of, or constitute a libel or slander against
any person or entity.
(d). It has secured and will secure all rights and licenses necessary for
Intellectual Property including, but not limited to, consents, waivers
or releases from all authors.
(a), Of music or performances used, and talent (radio, television and motion
picture talent), owners of any interest in and to real estate, sites
locations, property or props that may be used or shown.
f). It has not granted and shall not grant to any person or entity any
right that would or might derogate, encumber, or interfere with any of
the rights granted to Pass -through Entity in this subgrant agreement.
(g). It has appropriate systems and controls in place to ensure that state
Page 16 of 22
and federal funds will not be used in the performance of this subgrant
agreement for the acquisition, operation or maintenance of computer
software in violation of copyright laws.
(h). It has no knowledge of any outstanding claims, licenses or other
charges, liens, or encumbrances of any kind or nature whatsoever
that could affect in any way Subrecipients performance of this
subgrant agreement.
(2). PASS -THROUGH ENTITY MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY
RESULTING FROM THIS SUBGRANT AGREEMENT DOES NOT INFRINGE UPON ANY
PATENT, TRADEMARK, COPYRIGHT OR THE LIKE NOW EXISTING OR
SUBSEQUENTLY ISSUED.
h). Intellectual Property Indemnity
(1). Subrecipient shall indemnify, defend and hold harmless Pass -through Entity
and its licensees and assignees, and its officers, directors, employees,
agents, representatives, successors, and users of its products,
("Indemnities") from and against all claims, actions, damages, losses,
liabilities (or actions or proceedings with respect to any thereof), whether
or not rightful, arising from any and all actions or claims by any third party
or expenses related thereto (including, but not limited to, all legal expenses,
court costs, and attorney's fees incurred in investigating, preparing, serving
as a witness in, or defending against, any such claim action, or proceeding,
commenced or threatened) to which any of the Indemnities may be subject, whether
or not Subrecipient is a party to any pending or threatened litigation, which
arise out of or are related to (i) the incorrectness or breach of any of
the representations, warranties, covenants or agreements of Subrecipient
pertaining to Intellectual Property; or (ii) any Intellectual Property
infringement, or any other type of actual or alleged infringement claim,
arising out of Pass -through Entity's use, reproduction, manufacture, sale,
offer to sell, distribution, import, export, modification, public and private
performance/display, license, and disposition of the Intellectual Property
made, conceived, derived from, or reduced to practice by Subrecipient or
Pass -through Entity and which result directly or indirectly from this
subgrant agreement. This indemnity obligation shall apply irrespective of
whether the infringement claim is based on a patent, trademark or copyright
registration that was issued after the effective date of this subgrant agreement.
Pass -through Entity reserves the right to participate in and/or control, at
Subrecipient's expense, any such infringement action brought against
Pass -through Entity.
(2). Should any Intellectual Property licensed by the Subrecipient to Pass -through
Entity under this subgrant agreement become the subject of an Intellectual
Property infringement claim, Subrecipient will exercise its authority reasonably
and in good faith to preserve Pass -through Entity's right to use the licensed
Intellectual Property in accordance with this subgrant agreement at no expense to
Pass -through Entity. Pass -through Entity shall have the right to monitor and
appear through its own counsel (at Subrecipient's expense) in any such claim or
action. In the defense or settlement of the claim, Subrecipient may obtain the
right for Pass -through Entity to continue using the licensed Intellectual Property
or, replace or modify the licensed Intellectual Property so that the replaced or
modified Intellectual Property becomes non -infringing provided that such
replacement or modification is functionally equivalent to the original
licensed Intellectual Property. If such remedies are not reasonably
available, Pass -through Entity may be entitled to a refund of all monies
paid under this subgrant agreement, without restriction or limitation of
any other rights and remedies available at law or in equity.
(3). Subrecipient agrees that damages alone would be inadequate to compensate
Pass -through Entity for breach of any term of these Intellectual Property
provisions of paragraph 19(a) through 19@ by Subrecipient. Subrecipient
acknowledges Pass -through Entity would suffer irreparable harm in the event
of such breach and agrees Pass -through Entity shall be entitled to obtain
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equitable relief, including without limitation an injunction, from a court
of competent jurisdiction, without restriction or limitation of any other
rights and remedies available at law or in equity.
1). Survival
The provisions set forth herein shall survive any termination or expiration
of this subgrant agreement or any project schedule.
20. Confidentiality Requirements
The State of California and the Subrecipient will exchange various kinds of
information pursuant to this subgrant agreement. That information will include data,
applications, program files, and databases. These data and information are
confidential when they define an individual or an employing unit or when the
disclosure is restricted or prohibited by any provision of law. Confidential
information requires special precautions to protect it from unauthorized use,
access, disclosure, modification, and destruction. The sources of information
may include, but are not limited to, the EDD, the California Department of
Social Services, the California Department of Education, the California
Department of Corrections and Rehabilitation, the County Welfare Department(s),
the County IV-D Directors Office of Child Support, the Office of the
District Attorney, the California Department of Mental Health, the California
Office of Community Colleges and the Department of Alcohol and Drug Programs.
The Pass -through Entity and Subrecipient agree that:
a). Each party shall keep all information that is exchanged between them in the
strictest confidence and make such information available to their own
employees only on a "need -to -know" basis,
b). Each party shall provide security sufficient to ensure protection of confidential
information from improper use and disclosures, including sufficient
administrative, physical, and technical safeguards to protect this
information from reasonable unanticipated threats to the security or
confidentiality of the information.
c). The Subrecipient agrees that information obtained under this subgrant
agreement will not be reproduced, published, sold or released in original
or in any other form for any purpose other than those specifically identified
in this agreement.
(1) Aggregate Summaries: All reports and/or publications developed by the
Subrecipient based on data obtained under this agreement shall contain
confidential data in aggregated or statistical summary form only.
"Aggregated" refers to a data output that does not allow identification
of an individual or employer unit.
(2) Publication: Prior to publication, Subrecipient shall carefully analyze
aggregated data outputs to ensure the identity of individuals and/or
employer units cannot be inferred pursuant to California Unemployment
Insurance Code Section 1094(c). Personal identifiers must be removed.
Geographic identifiers should be specified only in large areas and as
needed, and variables should be recorded in order to protect
confidentiality.
(3) Minimum Data Cell Size: The minimum data cell size or derivation
thereof shall be three participants for any data table released
to outside parties or to the public.
d). Each party agrees that no disaggregate data, identifying individuals or
employers, shall be released to outside parties or the public.
e). The Subrecipient shall notify Pass -through Entity's Information Security
Office of any actual or attempted information security incidents, within 24
Page_ 18 of 21
hours of initial detection, by telephone at (916) 654-6231. Information
security incidents include, but are not limited to, any event (intentional
or unintentional), that causes the loss, damage, or destruction, or
unauthorized access, use, modification, or disclosure of information assets
The Subrecipient shall cooperate with the Pass -through Entity in any
investigation of security incidents. The system or device affected by
an information security incident and containing confidential data obtained
in the administration of this program shall be immediately removed from
operation upon confidential data exposure or a known security breach.
It shall remain removed from operation until correction and mitigation
measures are applied.
If the Subrecipient learns of a breach in the security of the system
which contains confidential data obtained under this Subgrant, then the
Subrecipient must provide notification to individuals pursuant to
California Civil Code Section 1798.82.
f). The Subrecipient shall provide for the management and control of
physical access to information assets (including personal computer systems,
computer terminals, mobile computing devices, and various electronic
storage media) used in performance of this Subgrant. This shall include,
but is not limited to, security measures to physically protect data,
systems, and workstations from unauthorized access and malicious activity;
the prevention, detection, and suppression of fires; and the prevention,
detection, and minimization of water damage.
g). At no time will confidential data obtained pursuant to this agreement be
placed on a mobile computing device, or on any form of removable electronic
storage media of any kind unless the data are fully encrypted.
h). Each party shall provide its employees with access to confidential
information with written instructions fully disclosing and explaining
the penalties for unauthorized use or disclosure of confidential
information found in Section 1798.55 of the California Civil Code,
Section 502 of the California Penal Code, Section 2111 of the
California Unemployment Insurance Code, Section 10850 of the
California Welfare and Institutions Code and other applicable local,
state and federal laws.
Each party shall (where it is appropriate) store and process information
in electronic format, in such a way that unauthorized persons cannot
reasonably retrieve the information by means of a computer.
Each party shall promptly return to the other party confidential
information when its use ends, or destroy the confidential information
utilizing an approved method of destroying confidential information:
shredding, burning, or certified or witnessed destruction. Magnetic
media are to be degaussed or returned to the other party.
k). If the Pass -through Entity or Subrecipient enters into an agreement
with a third party to provide WIOA services, the Pass -through Entity
or Subrecipient agrees to include these data and security and
confidentiality requirements in the agreement with that third party.
In no event shall said information be disclosed to any individual
outside of that third party's authorized staff, subcontractor(s),
service providers, or employees.
1). The Subrecipient may, in its operation of the America's Job Center
of California (AJCC), permit an AJCC Operator to enter into a subcontract
to manage confidential information. This subcontract may allow an individual
to register for resume -distribution services at the same time the individual
enrolls in CaIJOBS(SM). Subrecipient shall ensure that all such subcontracts
comply with the intellectual property requirements of paragraph 19 of this
subgrant agreement, the confidentiality requirements of paragraph 20 of this
tag= 19 of 21
subgrant agreement and any other terms of this subgrant agreement that may be
applicable. In addition, the following requirements must be included in
the subcontracts:
(1), All client information submitted over the internet to the subcontractor's
databases must be protected, at a minimum, by 128-bit Secure Socket Layer
(SSL) encryption. Clients' social security numbers must be stored in a
separate database within the subcontractor's network of servers, and
protected by a f rewall and a secondary database server firewall or
AES1 data encryption. If a subcontractor receives client social
security numbers or other confidential information in the course of
business, for example a resume -distribution service that provides
enrollment in CaIJOBS(SM), social security numbers must be destroyed
within two days after the client registers for CaIJOBS(SM). If a
subcontractor obtains confidential information as an agent of the
Subrecipient, the subcontract must specifically state the purpose
for the data collection and the term of records retention must be
stated, and directly related, to the purpose and use of the information.
Social security numbers and other client specific information shall
not be retained for more than three years after a client completes services.
The Subrecipient should extend this period, only if any litigation,
claim, negotiation, audit, or other action involving the records has
been started before the end of the three-year retention period.
In this case the records should be maintained until completion
of the action and resolution of all issues arising from it, or
until the close of the three-year retention period, whichever is later.
See 2 CFR 200.333.
(2). Client information (personal information that identifies a client such
as name and social security number) and/or demographic information
of a client (such as wage history, address, and previous employment)
shall not be used as a basis for commercial solicitation during the time
the client or agency is using the subcontractor's services. Client
information and/or demographic information shall not be used for any
purposes other than those specific program purposes set forth in
the subcontract.
(3). An AJCC client must still be given the option to use the AJCC's services,
including CaIJOBS(SM), even if he or she chooses not to use any services
of the subcontractor. This option shall be prominently, clearly and
immediately communicated to the client upon registration within the
AJCC or for CaIJOBS(SM), the subcontractor's resume -distribution services,
or any other services subcontractor offers to the client or the
AJCC Operator.
(4). The subcontractor must clearly disclose all of its potential and
intended uses of the client's personal and/or demographic information
for the services the client seeks and for any other services the
subcontractor offers. The subcontractor shall not use a client's
personal and/or demographic information without the client's prior
permission. A link to the subcontractor's Privacy Policy shall
appear prominently on the registration screens that list the
potential and intended uses of the client's personal and/or
demographic information.
(5). When the Pass -through Entity modifies State automated systems such
as the State CaIJOBS(SM) System, it shall provide reasonable notice of
such changes to the Subrecipient. The Subrecipient shall be responsible
to communicate such changes to the AJCC Operator(s) in the local area.
m). Each party shall designate an employee who shall be responsible for overall
security and confidentiality of its data and information systems and
each party shall notify the other of any changes in that designation.
As of this date, the following are those individuals:
Pagn 20 of 21
FOR THE PASS -THROUGH ENTITY
Name: Jaime Gutierrez
Title: Section Manager
Address: P.O. Box 826880, MIC 50
Sacramento, CA 94280-0001
Telephone: (916) 654-9699
Fax: (916) 654-9586
FOR THE SUBRECIPIENT
Name: Deborah Sanchez
Title: Econ. Development Specialist III
Telephone: (714) 565-2621
Fax: (714) 565-2602
21. Signatures
This subgrant agreement is of no force and effect until signed by both of the
parties hereto. Subrecipient will not commence performance prior to the beginning of
this subgrant agreement.
Contact information for the awarding official of the Pass -through Entity:
Name: Jose Luis Marquez
Title: Division Chief
Address: P.O. Box 826880, MIC 50
Sacramento, CA 94280-0001
Page 21 of 21
A-2015-183-01
WIOA SUBGRANT AGREEMENT
SANTA ANA WORKFORCE INV BOARD
PASS -THROUGH ENTITY
State of California
Employment Development Dept.
Central Office Workforce
Services Division
P.O.Box 826880. MIC 69
Sacramento, CA 94280-0001
SUBGRANT NO: K7102060
MODIFICATION NO: New
SUBRECIPIENT CODE: SAN
UNIQUE ENTITY NO: 083153247
SUBRECIPIENT: SANTA ANA WORKFORCE INV
BOARD
1000 E. SANTA ANA BLVD.
SANTA ANA, CA 92701
GOVERNMENTAL
ENTITY:
Yes
This Subgrant Agreement is entered into by and between the State of California, Employment Development
Department, hereinafter the Pass -through Entity, and the SANTA ANA WORKFORCE INV BOARD, hereinafter the
Subrecipient. The Subrecipient agrees to operate a program in accordance with the provisions of this Subgrant and to
have an approved Workforce Innovation and Opportunity Act (WIOA) Local Plan for the above named Pass -through
Entity filed with the Pass -through Entity pursuant to the WIOA. This modification consists of this sheet and those of the
following exhibits, which are attached hereto and by this reference made a part hereof:
Funding Detail Chart
General Provisions
Youth Formula Rd 1
ALLOCATION(s) PRIOR AMOUNT $0.00
The Pass -through Entity agrees to reimburse the INCREASE/DECREASE: $1,034,615.00
Subrecipient not to exceed the amount listed TOTAL: $1,034,615.00
hereinafter'TOTAL'
TERM OF AGREEMENT
From:4/1/2016 To:6/30/2018
PURPOSE: To initiate Program Year (PY) 2016-17
WIOA Subgrant and incorporate WIOA Youth formula
funding under grant code 301. Term of these funds is
from 04/01 /2016 - 06130/2018.
APPROVED F R PAS 7OUGH ENTITY(EDD)
(By Signature)
Name and Ti
JOSS LUIS MQR
CHIEF
CENTRAL OFFICE WORKFORCE SERVICES
DIVISION
I hereby certify that to my knowledge, the budgeted
funds are available for the period and purpose of
(expenditures as stated herein
Signature of EDD Accounting Officer
Budget item: 7100 Fund: 0869 Budgetary Attachment No
Chapter: 010 51eN1e: 2015 F 1&16
RECOMMENDED FOJR APPROVAL:
RobertC. Cortez
Special Assistant to the City Manager
Terms of Exhibits areas
designated on each exhibit
APPROVED FOR SUBRECIPIE4(Signature)
Name and Title
David Cavazos
City Manager
This agreement does not fall within the meaning of Section
10295 of Chapter 2 of Part 2 of Division 2 of the Public
Contract Code of the State of California and pursuant to 58
OPS Cal. Atty. Gen 586, is exempt from review or approval of
the Dept. of General Services and the Dept. of Finance
Signature of EDD Contract Officer
ATTEST'
A V7 AS TO FORM pt : �•
il� M RIAD. HUIZAR
/ i I' CLERK OF THE COUNCIL
Attorney
Page 1 of 21
SANTA ANA WORKFORCE INV BOAR
Funding Source
WIA/WIOA Formula
96107 301 Youth Formula F2d 1
04101/2016 to 06/30/2018 Prog/Ele
61100 Ref 101 Fed Catlg 17.259
SUBGRANTAGREEMENT SUBGRANTNO:K7102060
FUNDING DETAIL SHEET MODIFICATION NO:New
D I. Allocation
Prior Amount Increase Decrease Adjusted
Allocation
$0.00 $1,034,615.00 $0.00 $1,034,615.00
$0.00, $1,034,61
$0.00 $0.$1,034,615.00
00 $11.,034,615.00
All references are to the Workforce Innovation and Opportunity Act of 2014, Title I, unless otherwise noted. page 2 of 21
For modifications purposes only. All other terms and conditions of this exhibit not included herein remain
unchanged.
NARRATIVE
SUBGRANT NO:K7102060
MODIFICATION NO: 0
SUBRECIPIENT:SANTA ANA WORKFORCE INV BOARD
FAIN NO: AA-28305-16-55-A-6
FEDERAL AWARD DATE: 4/20/2016
FUNDING SOURCE: Youth Formula Rd 1 - 301
TERM OF THESE FUNDS: 04/01/2016 - 06/30/2018
-------------------------------- *...........................
,
,Use of funds added by this modification is limited to this period and ;
:additionally limited by the recapture provisions applicable to this
funding source. The state may at its discretion recapture funds
obligated under this exhibit, if expenditure plans are not being met.
.............................................................
PROGRAM NARRATIVE
The purpose of this action is to initiate this Local Area's new
Program Year (PY) 2016-17 Workforce Innovation and
Opportunity Act (WIOA) Title I subgrant agreement and to
incorporate WIOA Youth formula funding into Grant Code (GC)
301. The amount in GC 301 represents this Local Area's entire
youth formula allocation for PY 2016-17. The term date for these
funds is April 1, 2016 to June 30, 2018. The Local Area will
operate the WIOA program in accordance with the approved
Workforce Innovation and Opportunity Plan on file in the Central
Office Workforce Services Division of the Employment
Development Department, P.O. Box 826882, MIC 50,
Sacramento, CA 92480-0001.
-----------------------------------------------------------------------------------------------
;This exhibit adds to and does not replace the terms and conditions of any other exhibit included in this
:agreement which terms and conditions remain in full force and effect.
'............................. -------------- ----...... ------ - - - .........................
WIOA (2015)
Page 3 of 21
Subrecipient:SANTA ANA WORKFORCE INV BOARD Subgrant No:K7102060
Modification No: New
WIOA SUBGRANT AGREEMENT
1. Compliance
In performance of this subgrant agreement, Subrecipient will fully comply with:
a). The provisions of the Workforce Innovation and Opportunity Act (WIOA),and all
legislation, regulations, directives, policies, procedures and amendments
issued pursuant thereto;
b). All State legislation and regulations to the extent permitted by federal law and
all policies, directives and/or procedures, which implement the WIOA.
c). Title 2, Code of Federal Regulations Part 200 (Uniform Guidance)
d). Title 2, Code of Federal Regulations Part 2900 (DOL Exceptions)
e). The provisions of Public Law 107-288, Jobs for Veterans Act, as the law applies to
DOL job training programs.
f). Subrecipient will ensure diligence in managing programs under this subgrant agreement,
including performing appropriate monitoring activities and taking prompt corrective action
against known violations of the WIOA. Subrecipient agrees to conform to the provisions
of the WIOA and the contract requirements as referenced in Uniform Guidance, and DOL
Exceptions.
This subgrant agreement contains the entire agreement of the parties and supersedes
all negotiations, verbal or otherwise and any other agreement between the parties hereto.
This subgrant agreement is not intended to and will not be construed to create the
relationship of agent, servant, employee, partnership, joint venture or association
between the Pass -through Entity and the Subrecipient. Subrecipient represents and
warrants it is free to enter into and fully perform this subgrant agreement.
2. Certification/Assurances
Except as otherwise indicated, the following certifications apply to all Subrecipients.
a). Corporate Registration: The Subrecipient, if it is a corporation, certifies it is
registered with the Secretary of State of the State of California.
b). The Subrecipient agrees to comply with the Americans with Disabilities Act (ADA)
of 1990, which, prohibits discrimination on the basis of disability, as well
as all applicable regulations and guidelines issued pursuant to ADA.
(42 U.S.C.12101 at seq).
c). Sectarian Activities: The Subrecipient certifies that this subgrant agreement
does not provide for the advancement or aid to any religious sect, church or
creed, or sectarian purpose nor does it help to support or sustain any school,
college, university, hospital or other institution controlled by any religious
creed, church, or sectarian denomination whatsoever, as specified by Article XVI,
Section 5, of the Constitution, regarding separation of church and state.
d). National Labor Relations Board: The Subrecipient (if not a public entity), by
signing this subgrant agreement, does swear under penalty of perjury, that no
more than one final unappeasable finding of contempt of court by a federal
court has been issued against the Subrecipient within the immediately preceding
two-year period because of Subrecipient's failure to comply with an order of
a federal court, which orders the Subrecipient to comply with an order of the
National Labor Relations Board (PCC10296).
Page 4 of 21
a). Prior Findings: Subrecipient, by signing this subgrant
agreement, does swear under penalty of perjury, that it has not failed to satisfy
any major condition in a current or previous subgrant agreement with the DOL or
the State of California and has not failed to satisfy conditions relating to the
resolution of a final finding and determination, including repayment of debts.
f). Drug -Free Workplace Certification: By signing this subgrant agreement the
Subrecipient hereby certifies under penalty of perjury, under the laws of the
State of California, that the Subrecipient will comply with the requirements of
the Drug -Free Workplace Act of 1990 and will provide a drug -free workplace by
taking the following actions:
(1). Publish a statement notifying employees that unlawful manufacture, distribution,
dispensation, possession, or use of a controlled substance is prohibited and
specifying actions to be taken against employees for violations.
(2). Establish a Drug -Free Awareness Program as required to inform employees
about:
- the dangers of drug abuse in the workplace;
- the person's or organization's policy of maintaining a
drug -free workplace;
- any available counseling, rehabilitation and employee assistance
programs;and,
- penalties that may be imposed upon employees for drug abuse violations.
(3), Every employee who works on this subgrant agreement will:
- receive a copy of the company's drug -free policy statement; and,
- agree to abide by the terms of the company's statement as a
condition of employment on the subgrant/contract.
g). Child Support Compliance Act: In accordance with the Child Support Compliance Act,
the Subrecipient recognizes and acknowledges:
(1). The importance of child and family support obligations and shall fully comply
with applicable state and federal laws relating to child and family support
enforcement, including, but not limited to, disclosure of Information and
compliance with earnings assignment orders, as provided in Chapter 8
(commencing with Section 5200) of Part 5 of Division 9 of the California
Family Code; and that to the best of its knowledge is fully complying with
the earnings assignment orders of all employees and is providing the names
of all new employees to the New Employee Registry maintained by the
California Employment Development Department (EDD).
h). Debarment and Suspension Certification: By signing this subgrant agreement, the Subrecipient
hereby certifies under penalty of perjury under the laws of the State of California that the
Subrecipient will comply with regulations implementing Executive Order 12549
(Debarment and Suspension), 29 CFR Section 98.50, and 2 CFR Section 200.213; that the
Subrecipient to the best of its knowledge and belief, that it and its principals:
(1), Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any federal department or agency.
(2). Have not within a three year period preceding this subgrant agreement been convicted of or
had a civil judgement rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (federal, state or local)
transaction or contract under a public transaction, violation of federal or state antitrust
statutes, or commission of embezzlement, theft, forgery, bribery, falsification, or
destruction of records, making false statements, or receiving stolen property.
(3). Are not presently indicted for or otherwise criminally or civilly charged by a government entity
(federal, state or local) with commission of any of the offenses enumerated in Section 2 of
this certification.
(4). Have not within a three year period preceding this subgrant agreement had one or more
Page 5 of 21
public transactions (federal, state or local) terminated for cause of default.
Where the Subrecipient is unable to certify to any of the statements in this certification,
such prospective participant shall attach an explanation to this agreement.
i). Lobbying Restrictions: By signing this subgrant agreement, the Subrecipient hereby assures
and certifies to the lobbying restrictions in 2 CFR Section 200,450 and in 29 CFR Part 93.
(1). No federal appropriated funds have been paid, by or on behalf of the undersigned, to any
person for influencing or attempting to influence an officer or employee of an agency, a
Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress, in connection with this federal contract, grant loan, or cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any
federal contract, grant, loan, or cooperative agreement.
(2). If any funds other than federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, and officer or employee of Congress, or an employee of a
Member of Congress, in connection with this subgrant agreement, the undersigned shall
complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying" in accordance
with its instructions.
(3). The undersigned shall require that the language of the lobbying restrictions be included
in the award documents for subgrant agreement transactions over $100,000 (per OMB)
at all tiers (including subgrant agreements, contracts and subcontracts, under grants,
loan, or cooperative agreements), and that all Subrecipients shall certify and
disclose accordingly.
(4). This certification is a material representation of fact upon which reliance is placed
when this transaction is executed. Submission of the Lobbying Certification is a
prerequisite for making or entering into this transaction imposed by 31 U.S.C.
Section 1352, Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not
more than $100,000 for each failure.
j). Priority Hiring Considerations: If this subgrant includes services in excess of
$200,000, the Subrecipient shall give priority consideration in filling vacancies in
positions funded by the subgrant to qualified recipients pursuant to California Public
Contract Code Section 10353.
k). Sweatfree Code of Conduct:
1). All Subrecipients contracting for the procurement or laundering of apparel,
garments or corresponding accessories, or the procurement of equipment, materials,
or supplies, other than procurement related to a public works contract, declare under penalty
of perjury that no apparel, garments or corresponding accessories, equipment, or supplies
furnished to the state pursuant to the contract have been laundered or produced in whole or
in part by sweatshop labor, forced labor, convict labor, indentured labor under penal
sanction, abusive forms of child labor or exploitation of children in sweatshop labor,
or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor
under penal sanction, abusive forms of child labor or exploitation of children in
sweatshop labor. The Subrecipient further declares under penalty of perjury that they
adhere to the Sweatfree Code of Conduct as set forth on the California Department
of Industrial Relations website located at www.dir.ca.gov, and California Public
Contract Code Section 6108.
2). The Subrecipient agrees to cooperate fully in providing reasonable access to the
Subrecipient's records, documents, agents or employees, or premises if reasonably
required by authorized officials of the Pass -through Entity, the California Department
of Industrial Relations, or the Department of Justice to determine the Subrecipient's
compliance with the requirements of the Sweatfree Code of Conduct.
1). Unenforceable Provision: In the event that any provision of this subgrant agreement is
unenforceable or held to be unenforceable, then the parties agree that all other provisions
of this subgrant agreement have force and effect and shall not be affected hereby.
Page 6 of 21
m). Nondiscrimination Clause
1). The conduct of the parties to this subgrant agreement will be in accordance with
Title VI of the Civil Rights Act of 1964, and the Rules and Regulations promulgated
there under and the provisions of WIOA, Section 188.
(a). As a condition to the award of financial assistance from the Department of
Labor under Title I of WIOA, the grant applicant assures that it will comply fully
with the nondiscrimination and equal opportunity provisions of the following laws:
Section 188 of the WIOA, which prohibits discrimination against all individuals
in the United States on the basis of race, color, religion, sex, national origin,
age disability, political affiliation or belief, and against beneficiaries on
the basis of either citizenship/status as a lawfully admitted immigrant
authorized to work in the United States or participation in any WIOA Title I -
financially assisted program or activity;
Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination
on the basis of race, color and national origin;
Section 504 of the Rehabilitation Act of 1973, as amended,
which prohibits discrimination against qualified individuals with disabilities;
The Age Discrimination Act of 1976, as amended, which prohibits discrimination
on the basis of age; and
Title IX of the Education Amendments of 1972, as amended, which prohibits
discrimination on the basis of sex in educational programs.
The grant applicant also assures that it will comply with 29 CFR Part 37
and all other regulations implementing the laws listed above. This assurance
applies to the grant applicant's operation of the WIOA Title 1-financially
assisted program or activity, and to all agreements that grant applicant makes
to carry out the WIOA Title 1-financially assisted program or activity.
The grant applicant understands that the United States has the right to seek
judicial enforcement of this assurance.
(b). This Subrecipient shall include the nondiscrimination and compliance provisions
of this clause in all subcontracts to perform work under the subgrant agreement.
(c). This Subrecipient agrees to conform to nondiscrimination provisions of the
WIOA and other federal nondiscrimination requirements as referenced in
WIOA Section 188.
n). Indemnification:
1), The following provision applies only if the Subrecipient is a governmental entity:
Pursuant to California Government Code Section 895.4, each party agrees to indemnify
and hold the other party harmless from all liability for damage to persons or property
arising out of or resulting from acts or omissions of the indemnifying party.
2), The following provision applies only if the Subrecipient is a non -governmental entity:
The Subrecipient agrees to the extent permitted by law, to indemnify, defend and
hold harmless the Pass -through Entity, its officers, agents and employees from any
and all claims and losses accruing or resulting to any and all contractors,
subcontractors, materials persons, laborers and any other persons, firms or corporations,
furnishing or supplying work, services, materials, or supplies in connection with the
performance of this agreement, and from any and all claims and losses accruing
or resulting to any persons, firms or corporations which may be injured or damaged
by the Subrecipient in the performance of this subgrant agreement.
Failure to comply with all requirements of the certifications may result in suspension
of payment under this subgrant agreement or termination of this subgrant agreement or
Page 7 of 21
both, and the Subrecipient may be ineligible for award of future state subgrant
agreements/contracts if the Pass -through Entity determines that any of the following
has occurred: (1) false information on the certifications, or (2) violation of
the terms of the certifications by failing to carry out the requirements as noted above.
o). Salary and Bonus Limitations: In compliance with Public Law 109-234, none of the
funds appropriated in Public Law 109-149 or prior Acts under the heading
"Employment and Training" that are available for expenditure on or after June 15, 2006,
shall be used by a recipient or Subrecipent of such funds to pay the salary and bonuses
of an individual, either as direct costs or indirect costs, at a rate in excess of
Executive Level II, except as provided for under section 101 of Public Law 109-149.
This limitation shall not apply to vendors providing goods and services as defined
in Uniform Guidance 2 CFR Part 200. and the DOL Exceptions 2 CFR Part 2900. Where
States are recipients of such funds, States may establish a lower limit for salaries
and bonuses of those receiving salaries and bonuses from Subrecipients of such funds,
taking into account factors including the relative cost -of -living in the States,
the compensation levels for programs involved including Employment and Training
Administration programs. See Training and Employment Guidance Letter Number 5-06
for further clarification.
The incurrence of costs and receiving reimbursement for these costs under this
award certifies that your organization has read the above special condition
and is in compliance.
p). Federal Funding Accountability and Transparency Act (FFATA): As required by the
FFATA, recipients of federal awards are required to report sub -award and executive
compensation information. By signing this subgrant agreement the Subrecipient hereby
assures and certifies to comply with the provisions of FFATA, which includes
requirements referenced in Uniform Guidance 2 CFR Part 200, and DOL
Exceptions 2 CFR Part 2900.
q). AIR OR WATER POLLUTION VIOLATION: Under the State laws, the Contractor shall
not be: (1) in violation of any order or resolution not subject to review promulgated
by the State Air Resources Board or an air pollution control district; (2) Subject to
cease and desist order not subject to review issued pursuant to California Water Code
Section 13301 for violation of waste discharge requirements or discharge prohibitions;
or (3) finally determined to be in violation of provisions of federal law relating
to air or water pollution.
3. Standards of Conduct
The following standards apply to all Subrecipients:
a). General Assurance: Every reasonable course of action will be taken by the
Subrecipient in order to maintain the integrity of this expenditure of public funds
and to avoid favoritism and questionable or improper conduct. This subgrant agreement
will be administered in an impartial manner, free from efforts to gain personal,
financial or political gain. The Subrecipient agrees to conform to the nondiscrimination
requirements as referenced in WIOA Section 188.
b). Avoidance of Conflict of Economic Interest: An executive or employee of the
Subrecipient, an elected official in the area or a member of the Local Board, will not
solicit or accept money or any other consideration from a third person, for the
performance of an act reimbursed in whole or part by the Subrecipient
or Pass -through Entity. Supplies, materials, equipment or services purchased with
subgrant agreement funds will be used solely for purposes allowed under this subgrant
agreement. No member of the Local Board will cast a vote on the provision of services
by that member (or any organization, which that member represents) or vote on any
matter which would provide direct financial benefit to that member (or immediate family
of the member) or any business or organization which the member directly represents.
4. Coordination
Subrecipient will, to the maximum extent feasible, coordinate all programs and activities
supported under this part with other programs under the WIOA, including the
Page 8 of 21
Wagner-Peyser Act, Title 38 of the United States Code, and other employment and training
programs at the state and local level.
Subrecipient will consult with the appropriate labor organizations and/o r employer
representatives in the design, operation or modification of the programs under this
subgrant agreement.
5. Subcontracting
a). Any of the work or services specified in this subgrant agreement which will be
performed by other than by the Subrecipient will be evidenced by a written agreement
specifying the terms and conditions of such performance.
b). The Subrecipient will maintain and adhere to an appropriate system, consistent
with federal, state and local law, for the award and monitoring of contracts which
contain acceptable standards for insuring accountability.
c). The system for awarding contracts will contain safeguards to insure that the
Subrecipient does not contract with any entity whose officers have been convicted
of fraud or misappropriation of funds within the last two years.
6.Insurance
Except for city and county governmental entities. Subrecipients must provide the
Pass- through Entity evidence of the coverage specified in a, b, c and d below. The
evidence of coverage shall include the registration number of the subgrant agreement
for identification purposes.
a). Subrecipient will obtain a fidelity bond in an amount of not less than
prior to the receipt of funds under this subgrant agreement. If the bond is
canceled or reduced, Subrecipient will immediately notify the Pass -through Entity.
In the event the bond is canceled or revised, the Pass -through Entity will make no
further disbursements until it is assured that adequate coverage has been obtained.
b). Subrecipient will provide general liability insurance with a combined limit of
$1,000,000, or public liability and property damage coverage with a combined limit
of not less than $1,000,000.
c). Subrecipient will provide broad form automobile liability coverage with limits
as set forth in (b) above, which applies to both owned/leased and non -owned
automobiles used by the Subrecipient or its agents in performance of this subgrant
agreement. Or, in the event that the Subrecipient will not utilize owned/leased
automobiles but intends to require employees, trainees or other agents to utilize
their own automobiles in performance of this subgrant agreement, Subrecipient
will secure and maintain on file from all such employees, trainees or agents a
self -certification of automobile insurance coverage.
d). Subrecipient will provide worker's compensation insurance, which complies with
provisions of the California Labor Code, covering all employees of the
Subrecipient and all participants enrolled in work experience programs. Medical
and Accident Insurance will be carried for those participants not qualifying as
"employee" (Section 3350. et seq. of the California Labor Code) for worker's
compensation.
a). The Pass -through Entity will be named as "Certificate Holder" of policies secured
in compliance with paragraphs 6(a-d) above and will be provided certificates of
insurance or insurance company "binders" prior to any disbursement of funds
under this subgrant agreement, verifying the insurance requirements have been
complied with. The coverage noted in paragraphs 6(b) and 6(c) above must contain
the following clauses:
Page 9 of 21
(1). Insurance coverage will not be canceled or changed unless 30 days prior
to the effective date of cancellation or change written notice is sent by
the Subrecipient to:
Employment Development Department
Central Office Workforce Services Division
Financial Management Unit
P. O. Box 826880, MIC 69
Sacramento, CA 94260-0001
(2). State of California, its officers, agents, employees and servants are
included as additional insured, but only insofar as the operations under this
subgrant agreement are concerned.
(3). The State of California is not responsible for payment of premiums or
assessments on this policy.
7. Resolution
A county, city, district or other local public body must provide the state with a
copy of a resolution, order, motion, or ordinance of the local governing body which
by law has authority to enter into an agreement, authorizing execution of this
subgrant agreement. Preferably resolutions should authorize a designated position
rather than a named individual.
8. Funding
It is mutually understood between the parties that this subgrant agreement may have
been written before ascertaining the availability of congressional and legislative
appropriation of funds, for the mutual benefit of both parties, in order to avoid
program and fiscal delays which would occur if the subgrant agreement was executed
after that determination was made.
This subgrant agreement is valid and enforceable only if (1) sufficient funds
are made available by the State Budget Act of the appropriate state fiscal years
covered by this subgrant agreement for the purposes of this program,
and (2) sufficient funds available to the state by the United States Government for
the fiscal years covered by this subgrant agreement for the purposes of this program.
In addition, this subgrant agreement is subject to any additional restrictions,
limitations, or conditions enacted by the Congress and Legislature or
any statue enacted by the Congress and Legislature which may affect the
provisions, terms, or funding of this subgrant agreement in any manner.
a). At the expiration of the terms of this subgrant agreement or upon termination
prior to the expiration of this subgrant agreement, funds not obligated for the
purpose of this subgrant agreement will be immediately remitted to the
Pass -through Entity, and no longer available to the Subrecipient.
b). The Pass -through Entity retains the right to suspend financial assistance,
in whole or in part, to protect the integrity of the funds or to ensure proper
operation of the program, providing the Subrecipient is given prompt notice and
the opportunity for an informal review of the Pass -through Entity's decision. The
EDD Chief Deputy Director or his designee will perform this informal review and
will issue the final administrative decision within 60 days of receiving the
written request for review. Failure on the part of the Subrecipient or a
Subcontractor of the Subrecipient to comply with the provisions of this
subgrant agreement, or with the WIOA or regulations, when such failure involves
fraud or misappropriation of funds, may result in immediate withholding of funds.
c). The local Chief Elected Official (CEO) of a unit of general local government
designated as a Local Workforce Development Area (Local Area) shall be
liable to the EDD for all funds not expended in accordance with WIOA, and
shall return to the EDD all of those funds. If there is more than one unit of
general local government in a Local Area, the CEO(s) will be the individual(s)
Page 10 of 21
designated under an agreement executed by the CEO(s) of the local units of
government. The CEO(s) designated under the agreement shall be liable to the
EDD for all funds not expended in accordance with the WIOA, and shall return
to the EDD all of those funds.
9. Accounting and Cash Management
a). Subrecipient will comply with controls, record keeping and fund accounting
procedure requirements of WIOA,federal and state regulations, and directives to
ensure the proper disbursal of, and accounting for, program funds paid to the
Subrecipient and disbursed by the Subrecipient, under this subgrant agreement.
b). Subrecipient will submit requests for cash to coincide with immediate cash needs
and assure that no excess cash is on deposit in their accounts or the accounts
of any sub -contracting service provider in accordance with procedures established
by the Pass -through Entity. Failure to adhere to these provisions may result in
suspending cash draw down privileges and providing funds through a reimbursement
process.
c). The Pass -through Entity retains the authority to adjust specific amounts of
cash requested if the Pass -through Entity's records and subsequent verification
with the Subrecipient indicate that the Subrecipient has an excessive amount
of cash in its account.
d). Income (including interest income) generated as a result of the receipt of WIOA
activities, will be utilized in accordance with policy and procedures established
by the Pass -through Entity. Subrecipient will account for any such generated
income separately.
a). Subrecipient shall not be required to maintain a separate bank account but shall
separately account for WIOA funds on deposit. All funding under this subgrant
agreement, will be made by check or wire transfer payable to the Subrecipient
for deposit in Subrecipient's bank account or city and county governmental
bank accounts. To provide for the necessary and proper internal controls, funds
should be withdrawn and disbursed by no less than two representatives of
the Subrecipient. The Pass -through Entity will have a lien upon any balance
of WIOA funds in these accounts, which will take priority over all
other liens or claims.
10. Amendments
This subgrant agreement may be unilaterally modified by the Pass -through
Entity under the following circumstances:
a). There is an increase or decrease in federal or state funding levels.
b). A modification to the Subgrant is required in order to implement an
adjustment to a Subrecipient's plan.
c). Funds awarded to the Subrecipient have not been expended in accordance with
the schedule included in the approved Subrecipient's plan. After consultation
with the Subrecipient, the Pass -through Entity has determined that funds
will not be spent in a timely manner, and such funds are for that reason to the
extent permitted by and in a manner consistent with state and federal law,
regulations and policies, reverting to the Pass -through Entity.
d). There is a change in state and federal law or regulation requiring a change
in the provisions of this subgrant agreement.
e). An amendment is required to change the Subrecipient's name as listed on
this subgrant agreement. Upon receipt of legal documentation of the name
change the state will process the amendment. Payment of invoices presented
with a new name cannot be paid prior to approval of said amendment.
Except as provided above, this subgrant agreement may be amended only in writing by
Page 11 of 21
the mutual agreement of both parties.
11. Reporting
Subrecipient will compile and submit reports of activities, expenditures,
status of cash, and closeout information by the specified dates as prescribed by the
Pass -through Entity. All expenditure reports must be submitted upon the accrual
basis of accounting. Failure to adhere to the reporting requirements of
this agreement will result in funds not being released.
12. Termination
This subgrant agreement may be terminated in whole or in part for either of the two
following circumstances:
a). Termination for Convenience - Either the Pass -through Entity or the
Subrecipient may request a termination, in whole or in part, for convenience.
The Subrecipient will give a ninety (90) calendar -day advance notice in writing
to the Pass -through Entity. The Pass -through Entity will give a ninety (90)
calendar -day advance notice in writing to the Subrecipient.
b). Termination for Cause - The Pass -through Entity may terminate this subgrant
agreement in whole or in part when it has determined that the Subrecipient has
substantially violated a specific provision of the WIOA regulations, the Uniform
Guidance 2 CFR Part 200, or implementing state legislation, and corrective
action has not been taken.
(1). All notices of termination must be in writing and be delivered personally or by
deposit in the U.S. Mail, postage prepaid, "Certified Mail -Return Receipt Requested",
and will be deemed to have been given at the time of personal delivery or of
the date of postmark by the U.S. Postal Service.
Notices to the Subrecipient will be addressed to:
Deborah, Sanchez
Director / Administrator
SANTA ANA WORKFORCE INV BOARD
1000 E. SANTA ANA BLVD.
SANTA ANA, CA 92701
Notices to the Pass -through Entity will be addressed to:
Employment Development Department
Central Office Workforce Services Division
Financial Management Unit
P.O. Box 826880, MIC 69
Sacramento, CA 94280-0001
13. Records
a). If participants are served under this subgrant agreement, the Subrecipient will establish
a participant data system as prescribed by the Pass -through Entity.
b). Subrecipient will retain all records pertinent to this subgrant agreement for a period of
three years from the date of final payment of this subgrant agreement. If, at the end of
three years, there is litigation or an audit involving those records, the Subrecipient will
retain the records until the resolution of such litigation or audit. See 2 CFR Section
200.333-337.
c). The Pass -through Entity and/or the DOL, or their designee (refer 2 CFR Section
200,500-521) will have access to and right to examine, monitor and audit all records,
documents, conditions and activities related to programs funded by this subgrant agreement.
Page 12 of 21
For purposes of this section, "access to" means that the Subrecipient shall at all times
maintain within the State of California a complete set of records and documents related to
programs funded by this agreement. The Subrecipient shall comply with this requirement
regardless of whether it ceases to operate or maintain a presence within the State of
California before the expiration of the subgrant. Subrecipient's performance under the
terms and conditions herein specified will be subject to an evaluation by the
Pass -through Entity of the adequacy of the services performed, timeliness of response
and a general impression of the competency of the firm and its staff.
14. Audits
a). The Subrecipient will maintain and make available to auditors, at all levels, accounting
and program records including supporting source documentation and cooperate with all auditors.
All governmental and non-profit organizations must follow the audit requirements
(single audit or program -specific audit requirement) of Uniform Guidance 2 CFR Part
200 and DOL Exceptions 2 CFR Part 2900,
b). The Subrecipient and/or auditors performing monitoring or audits of the Subrecipient
or its sub -contracting service providers will immediately report to the Pass -through Entity
any incidents of fraud, abuse or other criminal activity in relation to this subgrant
agreement, the WIOA, or its regulations.
15. Disallowed Costs
Except to the extent that the state determines It will assume liability, the Subrecipient
will be liable for and will repay, to the Pass -through Entity, any amounts expended under
this subgrant agreement found not to be in accordance with WIOA including, but not limited to,
disallowed costs. Such repayment will be from funds (Non -Federal), other than those
received under the WIOA.
16. Conflicts
a). Subrecipient will cooperate in the resolution of any conflict with the DOL that may occur
from the activities funded under this agreement.
b). In the event of a dispute between the Pass -through Entity and the Subrecipient over
any part of this subgrant agreement, the dispute may be submitted to non -binding
arbitration upon the consent of both the Pass -through Entity and the Subrecipient.
An election for arbitration pursuant to this provision will not preclude either party
from pursuing any remedy for relief otherwise available.
17. Grievances and Complaint System
Subrecipient will establish and maintain a grievance and complaint procedure in
compliance with the WIOA, the Uniform Guidance 2 CFR Part 200, DOL Exceptions 2
CFR Part 2900, federal regulations and state statues, regulations and policy.
18, Property
All property, whether finished or unfinished documents, data, studies and reports
prepared or purchased by the Subrecipient under this subgrant agreement, will be
disposed of in accordance with the direction of the Pass -through Entity. In addition,
any tools and/or equipment furnished to the Subrecipient by the Pass -through Entity
and/or purchased by the Subrecipient with funds pursuant to this subgrant agreement
will be limited to use within the activities outlined in this subgrant agreement and
will remain the property of the United States Government and/or the Pass -through Entity.
Upon termination of this subgrant agreement, Subrecipient will immediately return such
tools and/or equipment to the Pass -through Entity or dispose of them in accordance with
the direction of the Pass -through Entity.
19. Intellectual Property Provisions
a). Federal Funding
In any subgrant funded in whole or in part by the federal government, Pass -through
Page 13 of 21
Entity may acquire and maintain the Intellectual Property rights, title, and ownership,
which result directly or indirectly from the subgrant, except as provided in 37 CFR
Part 401.14. However, pursuant to 29 CFR Section 97.34 the federal government shall
have a royalty -free, non-exclusive, irrevocable, paid -up license throughout the world
to use, duplicate, or dispose of such Intellectual Property throughout the world in
any manner for governmental purposes and to have and permit others to do so.
b). Ownership
(1). Except where Pass -through Entity has agreed in a signed writing to accept a license,
Pass -through Entity shall be and remain, without additional compensation, the sole
owner of any and all rights, title and interest in all intellectual property, from
the moment of creation, whether or not jointly conceived, that are made, conceived,
derived from, or reduced to practice by Subrecipient or Pass -through Entity and which
result directly or indirectly from this subgrant agreement.
(2). For the purposes of this subgrant agreement Intellectual Property means recognized
protectable rights and interest such as: patents (whether or not issued), copyrights,
trademarks, service marks, applications for any of the foregoing, inventions,
trade secrets, trade dress, logos, insignia, color combinations, slogans,
moral rights, right of publicity, author's rights, contract and licensing rights,
works, mask works, industrial design rights, rights of priority, know how,
design flows, methodologies, devices, business processes, developments, innovations,
good will, any data or information maintained, collected or stored in the ordinary
course of business by Pass -through Entity, and all other legal rights protecting
intangible proprietary information as may exist now and/or hereafter come into
existence, and all renewals and extensions, regardless of whether those rights
arise under the laws of the United States, or any other state, country or jurisdiction.
(a). For the purposes of the definition of Intellectual Property, "works' means all
literary works, writings, and printed matter including the medium by which they
are recorded or reproduced, photographs, art work, pictorial and graphic
representations and works of a similar nature, film, motion pictures, digital
images, animation cells, and other audiovisual works including positives and
negatives thereof, sound recordings, tapes, educational materials, interactive
videos, computer software and any other materials or products created, produced,
conceptualized and fixed in a tangible medium of expression. It includes
preliminary and final products and any materials and information developed
for the purposes of producing those final products. "Works" does not include
articles submitted to peer review or reference journals or independent
research projects.
(3). In the performance of this subgrant agreement, Subrecipient may exercise and utilize
certain of its Intellectual Property in existence prior to the effective date of this
subgrant agreement. In addition, under this subgrant agreement, Subrecipient may
access and utilize certain of Pass -through Entity's intellectual property in existence
prior to the effective date of this subgrant agreement. Except as otherwise set
forth herein, Subrecipient shall not use any of Pass -through Entity's Intellectual
Property now existing or hereafter existing for any purposes without the prior
written permission of Pass -through Entity. Except as otherwise set forth herein,
neither the Subrecipient nor Pass -through Entity shall give any ownership interest
in or rights to its Intellectual Property to the other Party. If, during the term
of this subgrant agreement, Subrecipient accesses any third -party Intellectual
Property that is licensed to Pass -through Entity, Subrecipient agrees to
abide by all license and confidentiality restrictions applicable to
Pass -through Entity in the third-party's license agreement.
(4), Subrecipient agrees to cooperate with Pass -through Entity in establishing or
maintaining Pass -through Entity's exclusive rights in the Intellectual Property,
and in assuring Pass -through Entity's sole rights against third parties with respect
to the Intellectual Property. If the Subrecipient enters into any agreements or
subcontracts with other parties in order to perform this subgrant agreement,
Subrecipient shall require the terms of the agreement(s) to include all Intellectual
Property provisions of paragraph 19(a) through 19(i). Such terms must include, but
are not limited to, the subcontractor assigning and agreeing to assign to
Pass -through Entity all rights, title and interest in Intellectual Property made,
Page 14 of 21
conceived, derived from, or reduced to practice by the subcontractor, Subrecipient
or Pass -through Entity and which result directly or indirectly from this
subgrant agreement or any subcontract.
(5). Pursuant to paragraph 19(b)(4), the requirement for the Subrecipient to include
all Intellectual Property Provisions of paragraph 19(a) through 19(i) in all
agreements and subcontracts it enters into with other parties does not apply
to subgrant agreements or subcontracts that are for customized and on-the-job
training as authorized under 20 CFR 663.700-730.
(6). Subrecipient further agrees to assist and cooperate with Pass -through Entity in
all reasonable respects, and execute all documents and, subject to reasonable
availability, give testimony and take all further acts reasonably necessary to
acquire, transfer, maintain, and enforce Pass -through Entity's Intellectual
Property rights and interests.
c). Retained Rights / License Rights
(1). Except for Intellectual Property made, conceived, derived from, or reduced to
practice by Subrecipient or Pass -through Entity and which result directly or
indirectly from this subgrant agreement, Subrecipient shall retain title to
all of its Intellectual Property to the extent such Intellectual Property is
in existence prior to the effective date of this subgrant agreement.
Subrecipient hereby grants to Pass -through Entity, without additional
compensation, a permanent, non-exclusive, royalty free, paid -up, worldwide,
irrevocable, perpetual, non -terminable license to use, reproduce, manufacture,
sell, offer to sell, import, export, modify, publicly and privately
display/perform, distribute, and dispose of Subrecipient's Intellectual
Property with the right to sublicense through multiple layers, for any
purpose whatsoever, to the extent it is incorporated in the Intellectual
Property resulting from this subgrant, unless Subrecipient assigns all
rights, title and interest in the Intellectual Property as set forth herein.
(2). Nothing in this provision shall restrict, limit, or otherwise prevent Subrecipient
from using any ideas, concepts, know-how, methodology or techniques related
to its performance under this subgrant agreement, provided that Subrecipient's
use does not infringe the patent, copyright, trademark rights, license or other
Intellectual Property rights of Pass -through Entity or third party, or
result in a breach or default of any provisions of paragraph 19(a) through
19(i) or result in a breach of any provisions of law relating to confidentiality.
d). Copyright
(1) Subrecipient agrees that for purposes of copyright law, all works (as defined
in Ownership, paragraph nineteen (b)(2)(a) of authorship made by or on behalf of
Subrecipient in connection with Subrecipient's performance of this subgrant agreement
shall be deemed "works made for hire." Subrecipient further agrees that the work
of each person utilized by Subrecipient in connection with the performance of
this subgrant agreement will be a "work made for hire," whether that person is
an employee of Subrecipient or that person has entered into an agreement with
Subrecipient to perform the work. Subrecipient shall enter into a written
agreement with any such person that: (i) all work performed for Subrecipient
shall be deemed a "work made for hire" under the Copyright Act and (ii) that
person shall assign all right, title, and interest to Pass -through Entity to
any work product made, conceived, derived from or reduced to practice by
Subrecipient or Pass -through Entity and which result directly or indirectly
from this subgrant agreement. Refer to 2 CFR Section 200.35
(2) All materials, including, but not limited to, computer software, visual works
or text, reproduced or distributed pursuant to this subgrant agreement
that include Intellectual Property made, conceived, derived from, or
reduced to practice by Subrecipient or Pass -through Entity and which result
directly or indirectly from this subgrant agreement may not be reproduced or
disseminated without prior written permission from Pass -through Entity.
Page 15 of 21
a). Patent Rights
With respect to inventions made by Subrecipient in the performance of this
subgrant agreement, which did not result from research and development
specifically included in the Subgrant's scope of work, Subrecipient hereby
grants to Pass -through Entity a license as described under paragraph 19(c)
for devices or material incorporating, or made through the use of such inventions.
If such inventions result from research and development work specifically included
within the subgrant agreement's scope of work, then Subrecipient agrees to assign to
Pass -through Entity, without addition compensation, all its right, title and
interest in and to such inventions and to assist Pass -through Entity in securing
United States and foreign patents with respect thereto.
f). Third -Party Intellectual Property
Except as provided herein, Subrecipient agrees that its performance of this subgrant
agreement shall not be dependent upon or include any Intellectual Property of
Subrecipient or third party without first: (i) obtaining Pass -through Entity's prior
written approval; and (ii) granting to or obtaining for Pass -through Entity's,
without additional compensation, a license, as described in paragraph 19(c),
for any of Subrecipient's or third-party's Intellectual Property in existence
prior to the effective date of this subgrant agreement. If such a license
upon these terms is unattainable, and Pass -through Entity determines that
the Intellectual Property should be included in or is required for Subrecipient
performance of this subgrant agreement, Subrecipient shall obtain a license
under terms acceptable to Pass -through Entity.
g). Warranties
(1). Subrecipient represents and warrants that:
(a). It has secured and will secure all rights and licenses necessary
for its performance of this subgrant agreement.
(b). Neither Subrecipient's performance of this subgrant agreement, nor
the exercise by either Party of the rights granted in this subgrant agreement,
nor any use, reproduction, manufacture, sale, offer to sell, import, export,
modification, public and private display/performance, distribution, and
disposition of the Intellectual Property made, conceived, derived from,
or reduced to practice by Subrecipient or Pass -through Entity and which
result directly or indirectly from this subgrant agreement will infringe
upon or violate any Intellectual Property right, non -disclosure
obligation, or other proprietary right or interest of any third -party
or entity now existing under the laws of, or hereafter existing or
issued by, any state, the United States, or any foreign country.
There are currently no actual or threatened claims by any such third
party based on an alleged violation of any such right by Subrecipient.
(c). Neither Subrecipients performance nor any part of its performance will
violate the right of privacy of, or constitute a libel or slander against
any person or entity.
(d). It has secured and will secure all rights and licenses necessary for
Intellectual Property including, but not limited to, consents, waivers
or releases from all authors.
(a). Of music or performances used, and talent (radio, television and motion
picture talent), owners of any interest in and to real estate, sites
locations, property or props that may be used or shown.
(f). It has not granted and shall not grant to any person or entity any
right that would or might derogate, encumber, or interfere with any of
the rights granted to Pass -through Entity in this subgrant agreement.
(g). It has appropriate systems and controls in place to ensure that state
Page 16 of 21
and federal funds will not be used in the performance of this subgrant
agreement for the acquisition, operation or maintenance of computer
software in violation of copyright laws.
(h). It has no knowledge of any outstanding claims, licenses or other
charges, liens, or encumbrances of any kind or nature whatsoever
that could affect in any way Subrecipients performance of this
subgrant agreement.
(2). PASS -THROUGH ENTITY MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY
RESULTING FROM THIS SUBGRANT AGREEMENT DOES NOT INFRINGE UPON ANY
PATENT, TRADEMARK, COPYRIGHT OR THE LIKE NOW EXISTING OR
SUBSEQUENTLY ISSUED.
h). Intellectual Property Indemnity
(1). Subrecipient shall indemnify, defend and hold harmless Pass -through Entity
and its licensees and assignees, and its officers, directors, employees,
agents, representatives, successors, and users of its products,
("Indemnities') from and against all claims, actions, damages, losses,
liabilities (or actions or proceedings with respect to any thereof), whether
or not rightful, arising from any and all actions or claims by any third party
or expenses related thereto (including, but not limited to, all legal expenses,
court costs, and attorney's fees incurred in investigating, preparing, serving
as a witness in, or defending against, any such claim action, or proceeding,
commenced or threatened) to which any of the Indemnities may be subject, whether
or not Subrecipient is a party to any pending or threatened litigation, which
arise out of or are related to (i) the incorrectness or breach of any of
the representations, warranties, covenants or agreements of Subrecipient
pertaining to Intellectual Property; or (ii) any Intellectual Property
infringement, or any other type of actual or alleged infringement claim,
arising out of Pass -through Entity's use, reproduction, manufacture, sale,
offer to sell, distribution, import, export, modification, public and private
performance/display, license, and disposition of the Intellectual Property
made, conceived, derived from, or reduced to practice by Subrecipient or
Pass -through Entity and which result directly or indirectly from this
subgrant agreement. This indemnity obligation shall apply irrespective of
whether the infringement claim is based on a patent, trademark or copyright
registration that was issued after the effective date of this subgrant agreement.
Pass -through Entity reserves the right to participate in and/or control, at
Subrecipient's expense, any such infringement action brought against
Pass -through Entity.
(2). Should any Intellectual Property licensed by the Subrecipient to Pass -through
Entity under this subgrant agreement become the subject of an Intellectual
Property infringement claim, Subrecipient will exercise its authority reasonably
and in good faith to preserve Pass -through Entity's right to use the licensed
Intellectual Property in accordance with this subgrant agreement at no expense to
Pass -through Entity. Pass -through Entity shall have the right to monitor and
appear through its own counsel (at Subrecipient's expense) in any such claim or
action. In the defense or settlement of the claim, Subrecipient may obtain the
right for Pass -through Entity to continue using the licensed Intellectual Property
or, replace or modify the licensed Intellectual Property so that the replaced or
modified Intellectual Property becomes non -infringing provided that such
replacement or modification is functionally equivalent to the original
licensed Intellectual Property. If such remedies are not reasonably
available, Pass -through Entity may be entitled to a refund of all monies
paid under this subgrant agreement, without restriction or limitation of
any other rights and remedies available at law or in equity.
(3). Subrecipient agrees that damages alone would be inadequate to compensate
Pass -through Entity for breach of any term of these Intellectual Property
provisions of paragraph 19(a) through 19(i) by Subrecipient. Subrecipient
acknowledges Pass -through Entity would suffer irreparable harm in the event
of such breach and agrees Pass -through Entity shall be entitled to obtain
Page 17 of 21
equitable relief, including without limitation an injunction, from a court
of competent jurisdiction, without restriction or limitation of any other
rights and remedies available at law or in equity.
i). Survival
The provisions set forth herein shall survive any termination or expiration
of this subgrant agreement or any project schedule.
20. Confidentiality Requirements
The State of California and the Subrecipient will exchange various kinds of
information pursuant to this subgrant agreement. That information will include data,
applications, program files, and databases. These data and information are
confidential when they define an individual or an employing unit or when the
disclosure is restricted or prohibited by any provision of law. Confidential
information requires special precautions to protect it from unauthorized use,
access, disclosure, modification, and destruction. The sources of information
may include, but are not limited to, the EDD, the California Department of
Social Services, the California Department of Education, the California
Department of Corrections and Rehabilitation, the County Welfare Department(s),
the County IV-D Directors Office of Child Support, the Office of the
District Attorney, the California Department of Mental Health, the California
Office of Community Colleges and the Department of Alcohol and Drug Programs.
The Pass -through Entity and Subrecipient agree that:
a). Each party shall keep all information that is exchanged between them in the
strictest confidence and make such information available to their own
employees only on a "need -to -know" basis.
b). Each party shall provide security sufficient to ensure protection of confidential
information from improper use and disclosures, including sufficient
administrative, physical, and technical safeguards to protect this
information from reasonable unanticipated threats to the security or
confidentiality of the information.
c). The Subrecipient agrees that information obtained under this subgrant
agreement will not be reproduced, published, sold or released in original
or in any other form for any purpose other than those specifically identified
in this agreement.
(1) Aggregate Summaries: All reports and/or publications developed by the
Subrecipient based on data obtained under this agreement shall contain
confidential data in aggregated or statistical summary form only.
"Aggregated" refers to a data output that does not allow identification
of an individual or employer unit.
(2) Publication: Prior to publication, Subrecipient shall carefully analyze
aggregated data outputs to ensure the identity of individuals and/or
employer units cannot be inferred pursuant to California Unemployment
Insurance Code Section 1094(c). Personal identifiers must be removed.
Geographic identifiers should be specified only in large areas and as
needed, and variables should be recorded in order to protect
confidentiality.
(3) Minimum Data Cell Size: The minimum data cell size or derivation
thereof shall be three participants for any data table released
to outside parties or to the public.
d). Each party agrees that no disaggregate data, identifying individuals or
employers, shall be released to outside parties or the public.
e). The Subrecipient shall notify Pass -through Entity's Information Security
Office of any actual or attempted information security incidents, within 24
Page 18 of 21
hours of initial detection, by telephone at (916) 654-6231. Information
security incidents include, but are not limited to, any event (intentional
or unintentional), that causes the loss, damage, or destruction, or
unauthorized access, use, modification, or disclosure of information assets.
The Subrecipient shall cooperate with the Pass -through Entity in any
investigation of security incidents. The system or device affected by
an information security incident and containing confidential data obtained
in the administration of this program shall be immediately removed from
operation upon confidential data exposure or a known security breach.
It shall remain removed from operation until correction and mitigation
measures are applied.
If the Subrecipient learns of a breach in the security of the system
which contains confidential data obtained under this Subgrant, then the
Subrecipient must provide notification to individuals pursuant to
California Civil Code Section 1798.82.
f). The Subrecipient shall provide for the management and control of
physical access to information assets (including personal computer systems,
computer terminals, mobile computing devices, and various electronic
storage media) used in performance of this Subgrant. This shall include,
but is not limited to, security measures to physically protect data,
systems, and workstations from unauthorized access and malicious activity;
the prevention, detection, and suppression of fires; and the prevention,
detection, and minimization of water damage.
g). At no time will confidential data obtained pursuant to this agreement be
placed on a mobile computing device, or on any form of removable electronic
storage media of any kind unless the data are fully encrypted.
h). Each party shall provide its employees with access to confidential
information with written instructions fully disclosing and explaining
the penalties for unauthorized use or disclosure of confidential
information found in Section 1798.55 of the California Civil Code,
Section 502 of the California Penal Code, Section 2111 of the
California Unemployment Insurance Code, Section 10850 of the
California Welfare and Institutions Code and other applicable local,
state and federal laws.
i). Each party shall (where it is appropriate) store and process information
in electronic format, in such a way that unauthorized persons cannot
reasonably retrieve the information by means of a computer.
j). Each party shall promptly return to the other party confidential
information when its use ends, or destroy the confidential information
utilizing an approved method of destroying confidential information:
shredding, burning, or certified or witnessed destruction. Magnetic
media are to be degaussed or returned to the other party.
k). If the Pass -through Entity or Subrecipient enters into an agreement
with a third party to provide WIOA services, the Pass -through Entity
or Subrecipient agrees to include these data and security and
confidentiality requirements in the agreement with that third party.
In no event shall said information be disclosed to any individual
outside of that third party's authorized staff, subcontractor(s),
service providers, or employees.
I). The Subrecipient may, in its operation of the America's Job Center
of California (AJCC), permit an AJCC Operator to enter into a subcontract
to manage confidential information. This subcontract may allow an individual
to register for resume -distribution services at the same time the individual
enrolls in CalJOBS(SM). Subrecipient shall ensure that all such subcontracts
comply with the intellectual property requirements of paragraph 19 of this
Subgrant agreement, the confidentiality requirements of paragraph 20 of this
Page 19 of 21
subgrant agreement and any other terms of this subgrant agreement that may be
applicable. In addition, the following requirements must be included in
the subcontracts:
(1). All client information submitted over the internet to the subcontractor's
databases must be protected, at a minimum, by 128-bit Secure Socket Layer
(SSL) encryption. Clients'social security numbers must be stored in a
separate database within the subcontractor's network of servers, and
protected by a firewall and a secondary database server firewall or
AES1 data encryption. If a subcontractor receives client social
security numbers or other confidential information in the course of
business, for example a resume -distribution service that provides
enrollment in CaIJOBS(SM), social security numbers must be destroyed
within two days after the client registers for CaIJOBS(SM). If a
subcontractor obtains confidential information as an agent of the
Subrecipient, the subcontract must specifically state the purpose
for the data collection and the term of records retention must be
stated, and directly related, to the purpose and use of the information.
Social security numbers and other client specific information shall
not be retained for more than three years after a client completes services.
The Subrecipient should extend this period, only if any litigation,
claim, negotiation, audit, or other action involving the records has
been started before the end of the three-year retention period.
In this case the records should be maintained until completion
of the action and resolution of all issues arising from it, or
until the close of the three-year retention period, whichever is later.
See 2 CFR 200.333,
(2). Client information (personal information that identifies a client such
as name and social security number) and/or demographic information
of a client (such as wage history, address, and previous employment)
shall not be used as a basis for commercial solicitation during the time
the client or agency is using the subcontractor's services. Client
information and/or demographic information shall not be used for any
purposes other than those specific program purposes set forth in
the subcontract.
(3). An AJCC client must still be given the option to use the AJCC's services,
including CaIJOBS(SM), even if he or she chooses not to use any services
of the subcontractor. This option shall be prominently, clearly and
immediately communicated to the client upon registration within the
AJCC or for CaIJOBS(SM), the subcontractor's resume -distribution services,
or any other services subcontractor offers to the client or the
AJCC Operator.
(4). The subcontractor must clearly disclose all of its potential and
intended uses of the client's personal and/or demographic information
for the services the client seeks and for any other services the
subcontractor offers. The subcontractor shall not use a client's
personal and/or demographic information without the client's prior
permission. A link to the subcontractor's Privacy Policy shall
appear prominently on the registration screens that list the
potential and intended uses of the client's personal and/or
demographic information.
(5). When the Pass -through Entity modifies State automated systems such
as the State CaIJOBS(SM) System, it shall provide reasonable notice of
such changes to the Subrecipient. The Subrecipient shall be responsible
to communicate such changes to the AJCC Operator(s) in the local area.
m). Each party shall designate an employee who shall be responsible for overall
security and confidentiality of its data and information systems and
each party shall notify the other of any changes in that designation.
As of this date, the following are those individuals:
Page 20 of 21
FOR THE PASS -THROUGH ENTITY
Name: Jaime Gutierrez
Title: Section Manager
Address: P.O. Box 826880, MIC 50
Sacramento, CA 94280-0001
Telephone: (916) 654-9699
Fax:(916) 654-9586
FOR THE SUBRECIPIENT
Name: Deborah Sanchez
Title: Econ. Development Specialist III
Telephone: (714) 565-2621
Fax: (714) 565-2602
21. Signatures
This subgrant agreement is of no force and effect until signed by both of the
parties hereto. Subrecipient will not commence performance prior to the beginning of
this subgrant agreement.
Contact information for the awarding official of the Pass -through Entity:
Name: Jose Luis Marquez
Title: Division Chief
Address: P.O. Box 826880, MIC 50
Sacramento, CA 94280-0001
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