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HomeMy WebLinkAboutPACIFIC INSTITUTE , THE 2 -2003 iNSURANCE ON FILE WORt', ~A"~ ~ROCE. EO I)ATE: '7/~-q/off AGREEMENT WITH THE PACIFIC INSTITUTE C~>~r'~ THIS AGREEMENT, made and entered into this 17th day of June, 2003 by and between The Pacific Inc. and the of Santa charter [,~)~ ' Institute, (hereinafter "Consultant"), City Ana, a city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of cognitive psychology, to provide a youth seminar "Mindset Matters". B. Consultant represents that Consultant is able and willing to provide such services to the City. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected fi.om a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $15,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on September 30, 2003, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Community Development Agency and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Santa Ana WORK Center 1000 E. Santa Ana Blvd. #200 Santa Ana, CA 92701 Telefacsimile (714) 565-2602 4 and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: The Pacific Institute 1709 Harbor Avenue, S.W. Seattle, Washington 98126 Attn: Chris Scaffidi Telefacsimile (206) 587-6007 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and wan'ants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney By: Lisa E. Storck Assistant City Attorney CITY OF SANTA ANA: DA~v.-iDN.~- -- ,. City Manager THE PACIFIC INSTITUTE, INC. chis ~caffidi, 'Project Director Tax ID#: 91-0877927 RECOMMENDED FOR APPROVAL: 7 Executive Directod Jo~p.~'Reekstin, Community Development Agency City of Santa Ana THE PACIFIC INSTITLiTE® EXHIBIT A "Mindset Matters" PROPOSAL FOR YOUTH SEMINAR FOR The Santa Work Center Chris Scaffidi Crsscaffidi(~,aol.com 978-762-0933 Michael Lucey Mluce 1 ~aol.com 617-901-9303 THE PACIFIC INSFITLITE® May 20, 2003 Dear Sandy, Mike and I are thrilled with the opportunity to again bring the concepts and tools of The Pacific Institute (TPI) to the youth of Santa Ana. And equally excited with the chance to give your members another, fuller exposition of how these principles can change lives. Attached is general information on TPI and an outline of the specifics of that event which we have discussed. We will be in contact with Tony Dalessi to coordinate the content in order to have the greatest impact. I'll call to confirm receipt and answer any questions. Thank you, Chris Scaffidi Project Director 978-762-0933 crsscaffidi@aol.com THE PACIFIC INSTITLITE® The Pacific Institute has 3 0 years of experience helping nations, organizations and individuals translate and apply leading cognitive research in order to meet their potential. Sam Standard, Stanford University Researcher, differentiated The Pacific Institute's process from commercialized approaches as, "Not reheated 'pop psychology' or charismatic motivation, The Pacific Institute's empirically validated process relies on the development of specific skill sets that build efficacy, one's causative power and the ability to exercise control over one's own life." Habits, beliefs and expectations that have developed as a product of our life's experience can be the greatest limiting factor in achieving our potential. But research in Cognitive Psychology shows that these habits, beliefs and expectations can be changed through: · Guided self-examination · Gathering insights on effective and ineffective thinking · Raising expectations · Providing tools to upgrade automatic responses These principles form the basis for The Pacific Institute's methodology. Experience: For almost three decades, in 50 countries and in 15 languages, working with a wide range of nations, organizations and millions of individuals from around the globe, TPI has made it's mission the distribution of the knowledge and tools that allow people to take greater control of their lives and achieve their potential. In this capacity, TPI has been a resource for over 62% of The Fortune 500, the European Theater of Generals, the governments of Guatemala, South Africa and N. Ireland with their focus on peace, and with countless public institutions throughout North, Central and South America. Credibility: Endorsed by the Canadian and American Psychological Associations, The Pacific Institute has developed the distinction of being able to successfully place into the "mainstream" the most useful, tried and proven, concepts for psychological effectiveness ever uncovered. The Pacific Institute's education has been validated and supported by leading research psychologists: · Dr. Albert Bandura (Stanford University) · Dr. Gary Latham (University of Toronto) · Dr. Cecil Bell, (University of Washington) · Dr. Martin Seligman (University of Pennsylvania) · Dr. Matthew Budd (Harvard University) · Dr. Glenn Terrell (Washington State University). The research and resulting education is reconstructed by the TPI curriculum committee into a complimentary sequence of learning units which are then further customize for specific groups, organizations and industries by the Project Directors. The result is the latest in Cognitive Psychology research delivered with a focus and in a form and manner most appropriate to the organization or audience. THE PACIFIC INST1TLrI'E* Santa Aha Work Center: Event Objectives "Mindset Matters" The Pacific Institute (TPI) understands the objective of its work with the Santa-Ana Work Center is to provide these adolescents and young adults with a survey overview of the habits of thought which impede success. Participants will gain knowledge to help them to fulfill objectives in the following areas: Transitioning towards self-sufficiency A person who consciously or unconsciously lacks a belief in their ability to be self-sufficient a) will struggle to benefit from any "hard skills" program offered b) will most likely lack the motivation necessary to acquire new knowledge. Research also demonstrates that people resist change. When moved beyond a pm-established a comfort zone, even if the comfort zone is unhealthy, the brain brain-self-regulates, by blocking performance, impairing thinking and by causing people to creatively avoid that which may be necessary for self-sufficiency. By understanding these and other cognitive youth will be empowered perform at higher levels. Academic Performance Cognitive Research demonstrates that peoples' performance matches their self-perception. A student who believes they are incapable of succeeding in a certain subject sets him or herself up for failure. By understanding the thought processes that impede or accelerate success, participant will increase their chances of performing at their potential. Motivation and Self Esteem Because the expectation of success tends to be very limited for "at risk youth" the desire to grow in a given area is often lacking. Participants will be given the tools needed to raise the awareness of their true potential thereby increasing his or her desire to grow or improve. Leadership and Independence At the very core of leadership development is a high sense of Efficacy (ones causative power or ones belief in their ability to bring about effective change) and Self-confidence. Participants will be equipped with the tools to raise their own efficacy levels. Establishing and Maintaining New Goals Because the brain self-regulates and is resistant to change, a person who has established habits of failure will often find it difficult to stick to a new goal whether it is academic or professional. By understanding how the mind self-regulates and how to assimilate new goals, participants will be better equipped to establish and maintain their goals. Decision Making Decisions are often based on what has occurred in the past, not on what could be. People often make their decisions based on previously stored information about themselves or their abilities. When self-efficacy and self-confidence are low, we often settle for less. If the information we have about ourselves is inaccurate, negative or limiting, their choices will follow a similar pattern. By understanding the relationship between efficacy levels and decision making, participants will be empowered to make more effective choices about their lives and futures. THE PACIFIC INSTITUTE* Snntn An~ Work Center: Presentntion Approach "Mindset Mntters" Entertain - Engage - Inform - Reinforce Youth events thrive on energy and the combination of entertainment and information. We will produce an event that delivers an introductory knowledge of the identified concepts through Key and Supporting facilitation. The concepts will be chosen to specifically augment the job preparation skills that being taught during the rest of the day. Mike Lucey and Chris Scaffidi will be the Key facilitators and introduce the core concepts through out the event. The presentation of each concept will then be supported in breakout sessions of smaller groups facilitated with exercises to reinforce the concepts, engage the participants and start the process of visualizing the affect of the concept on their lives. Topics Addressed in Seminar · How beliefs about ourselves limit our success. · How are beliefs formed and are they worth believing? · How Self-Talk and Thinking can help or Hurt us. · How do you move outside of your Comfort Zone. · How do we Motivate ourselves. · How do we change beliefs and set goals that last. We will create the delivery for 2 half-day formats with some adjustments for the different age group. We will also create a ½ hour Introduction and ½ hour close that for the entire group that will be designed to set the tone and reinforce the education. This event will be produced for a fixed fee of $15,000. Expenses are included in the fee. Santa Ana Work Center will be responsible for securing an appropriate venue. Specific recommendations for technical and material needs will be made at a logistics-planning meeting. EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement fom~ as a part of Named Insured Countersigned by Authorized Representative EXHIBIT C EMPOWERMENT ZONE GRANT REQUIREMENTS This Exhibit C to the Agreement shall constitute the a material portion of the Agreement between the City of Santa Ana ("CITY") and Pacific Institute ("CONSULTANT"). I. CONSULTANT'S OBLIGATIONS A. Non-Profit Status - Representations and Warranties. (a) Authority. CONSULTANT is duly organized and existing and in good standing and authorized to do business under the laws of the State of California. CONSULTANT has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein. (b) Experience. CONSULTANT is a qualified provider of the services to be provided hereunder. (c) Familiarity With Services Required. By executing this Agreement, CONSULTANT warrants that (i) it has thoroughly investigated and considered the services to be performed and provided hereunder, (ii) it has carefully considered how the services should be performed, and (iii) it fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. (d) No Conflict. To the best of CONSULTANT'S knowledge, CONSULTANT'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which CONSULTANT is a party or by which it is bound. (e) No Bankruptcy. CONSULTANT is not the subject of any current or threatened bankruptcy proceeding. (0 No Pending Legal Proceedings. CONSULTANT is not the subject of a current or threatened litigation that would or may materially affect CONSULTANT'S performance under this Agreement. (g) Application Veracity. All provisions of and information provided in CONSULTANT'S submittals to CITY regarding the purchase of said real property, including any exhibits, are true and correct in all material respects. (h) No Pending Investigation. CONSULTANT is not aware that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, that would relate to affect performance of the Agreement or provision of services hereunder. B. Use of Funds. CONSULTANT agrees to use all federal funds provided by CITY to CONSULTANT pursuant to this Agreement to operate said program, as set forth in "Exhibit A" to the Agreement, attached hereto and by this reference incorporated herein. C. Licensing. CONSULTANT agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. CONSULTANT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing CONSULTANT's operations hereunder. D. Zoning. CONSULTANT agrees that any facility/property used in furtherance of its program shall be specifically zoned and permitted for such use(s) and activity(ies). Should CONSULTANT fail to have the required land entitlement and/or permits, thus violating any local, state or federal roles and regulations relating thereto, CONSULTANT shall immediately make good-faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. CONSULTANT shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. CONSULTANT must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. E. Audit Report Requirements. CONSULTANT agrees that if CONSULTANT receives Three Hundred Thousand Dollars ($300,000.00) or more in federal funds, CONSULTANT shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. CONSULTANT shall provide CITY with a copy of said audit by October 1 of the year following the program year in which this Agreement is executed. F. Record Keeping/Reporting. CONSULTANT shall keep and maintain complete and adequate records and reports to assist CITY in meeting and maintaining its record keeping responsibilities under Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq. ("CDBG REGS"), including the following: (1)Records a. Documentation evidencing program income requirements in conformity with 24 CFR 570.504(b((2)(i), (ii) and 24 CFR 570.503(b)(3) and 24 CFR 570.208(a)(2)(B) of the income level of persons and/or families participating in or benefiting by the CONSULTANT program. b. Documentation of the number of persons and/or families participating in or benefiting by the CONSULTANT program. c. Household information shall include number of persons, identification of head of household, race/ethnicity, and income verification. d. Any such other related records as CITY shall reasonably require or as required to be maintained pursuant to the CDBG REGS. e. Quarterly Activity Report: CONSULTANT agrees to keep monthly records of all ethnic and racial statistics of persons and families benefited by CONSULTANT in the performance of its obligations under this Agreement, including, but not limited to, the number of low and moderate income persons and households assisted in accordance with federal income limits, the number of female heads of households assisted, new program information and year-to-date program statistics on expenditures, caseload and activities.. G. Access to Records. CITY and the United State Government and/or their representatives shall have access for purposes of monitoring, auditing, and examining CONSULTANT's activities and performance, to books, documents and papers, and the right to examine records of CONSULTANT's subcontractors, bookkeepers and accountants, employees and participants in regard to said program. CITY and the United States Government and/or their representatives shall also schedule on-site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program and entering any premises or any site in which any of the services or activities funded hereunder are conducted or in which any of the records of CONSULTANT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. H. Location of Records/Required Length of Record Keeping. All accounting records, reports, and evidence pertaining to all costs, expenses and the funds received by CONSULTANT and all documents related to this Agreement shall be maintained and kept available at CONSULTANT'S office or place of business for the duration of the Agreement and thereafter for five (4) years after completion of an audit in conformity with the CDBG REGS's. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event CONSULTANT does not make the above-referenced documents available within the city of Santa Ana, California, CONSULTANT agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. I. Compliance with Law/Program Income. CONSULTANT acknowledges that the real property being provided by CITY for said program are received by CITY pursuant to the ACT as amended and that expenditures of these funds shall be in accordance with the ACT and all pertinent regulations issued by agencies of the federal government, including, but not limited to, all regulations found at Title 24 of the Code of Federal Regulations. Program income received by CONSULTANT shall be returned to CITY unless otherwise provided for in this Agreement. CONSULTANT agrees to comply fully with all federal, state and local laws and court orders applicable to its operation whether or not referred to in this Agreement. 3 J. Confidentiali_ty. Without prejudice to any other provisions of this Agreement, CONSULTANT shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, CONSULTANT shall submit to CITY and or HUD or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by CONSULTANT, costs incurred and services rendered hereunder. K. Independent Contractor. CONSULTANT agrees that the performance of obligations hereunder are rendered in its capacity as an independent contractor and that it is in no way an agency of CITY. L. Lobbying. CONSULTANT certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated fimds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. CONSULTANT shall sign a certification to that effect in a form as set forth in Attachment Nos. 1 and 1-A attached hereto and by this reference incorporated herein. CONSULTANT shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to CONSULTANT under the terms and conditions of this Agreement. 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, 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, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions (see C-1). M. Financial Interest. CONSULTANT agrees that except for the use of funds to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to activities assisted under the terms of this Agreement, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a CITY-assisted activity of CONSULTANT, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an employee, agent, consultant, officer, or elected or appointed official of CITY, or of any designated public agencies, or the CONSULTANT. N. Davis-Bacon Act. All laborers and mechanics employed by contractors or subcontractors in the performance of construction work, including alterations and repairs, in excess of $2,000.00, financed in whole or in part with federal funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis-Bacon Act, as amended, 40 U.S.C. sections 276a - 276a-5. Any such construction contract shall include and comply with the required contract provisions and roles set forth in 29 C.F.R. §5.5. Further, the payroll reports (along with the "Statement of Compliance") and basic records are required to be maintained and submitted, or made available, pursuant to 29 C.F.R. §5.5(a)(3). No payment, advance, grant, loan or guarantee of funds shall be approved by the federal agency unless there is on file with the agency a certification by the contractor that the contractor and its subcontractors have complied with the provisions of 29 C.F.R. §5.5.. A breach of the contract clauses in 29 C.F.R. §5.5 may be grounds for termination of the contract, and for debarment as a contractor/subcontractor, as provided in 29 C.F.R. §5.12. Labor standards interviews/investigations shall be made as necessary to assure compliance [29 C.F.R. §5.6(a)(3)]. O. Drug Free Workplace. CONSULTANT certifies that it has established the following drag-free workplace policy: 1. The unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace for any employee involved in a federally funded program. 2. As an employee working in conjunction with a federally funded program, the employees of CONSULTANT will be required to: a) Abide by the terms above in statement 1. b) Notify appropriate officials of CONSULTANT and CITY officials of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction. 3. The City and the United State Department of Housing and Urban Development will be notified within ten days after receiving notice of any such violation. 4. Within 30 days of receiving such notice, appropriate personnel action will be taken against such employee, up to and including termination. Each such employee shall be required to participate satisfactorily in a drag abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency. P. Nondiscrimination. CONSULTANT agrees that no person on the ground of race, age, color, national origin, religion or sex will be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds received pursuant to this Agreement. Q. Conflict of Interest. CONSULTANT agrees that no officer, employee, agent or assignee of CITY who was involved in the sale of said property, either directly or indirectly, shall serve as an officer of CONSULTANT. Further, any conflict or potential conflict of interest of any officer of CONSULTANT shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by CONSULTANT to CITY regarding any changes or modifications to its board of directors and list of officers. R. Prohibition Of Nepotism. CONSULTANT agrees not to hire or permit the hiring of any person to fill a position fimded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by CONSULTANT. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. II. REVERSION OF SAID REAL PROPERTY A. Said real property under CONSULTANT's control that was acquired pursuant to this Agreement must either be: 1. Used, where CITY has given written approval, to meet one of the national objectives stated in 24 CFR 570.208 until five (5) years after expiration of this Agreement, or for such longer period of time as determined to be appropriate by CITY (the parties acknowledge and agree that at the time of execution of this Agreement the proposed use of said real property is for job creation pursuant to 24 CFR 570.208(a)(4)); or 2. If not used in accordance with subparagraph 1 above, CONSULTANT shall pay to CITY an amount equal to the current fair market value of the property less any portion of the value attributable to the expenditure of funds received from sources other than CITY for acquisition of, or improvement to, the property. Such payment is program income to CITY. B. CONSULTANT hereby agrees, upon the demand of CITY, to execute, acknowledge and deliver, or cause any person or entity who may have any claim to rights hereunder or under any document, instrument or agreement executed in furtherance of the services and activities to be performed hereunder, to execute, acknowledge and deliver, to CITY assignment(s), quit claim deed(s) or such other and further instruments, documents and agreements as may be necessary, in the sole and absolute discretion of CITY, to vest in CITY all of CONSULTANT's right, title and interest (if any it may have) in and to CITY, CDBG or other federal, state and/or local accounts or program funds or allocation of funds to which CITY is or may be entitled, either for its own account or as fiduciary or trustee for others, which were obtained for the purpose of the performance of this Agreement or any previous agreements relating to the same subject matter or activities as this Agreement, together with any instruments, loans, grants or advances by CONSULTANT on behalf of CITY, in furtherance of the activities hereunder or thereof. CONSULTANT's obligations and responsibilities set forth in this paragraph "II. REVERSION OF ASSETS," and in paragraph "1II. TERMINATION" and other requirements pertaining to program income shall not be affected by the termination of this Agreement and shall survive the date of termination of this Agreement for such period of time as CITY and/or HUD deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of CITY and HUD. III. TERMINATION A. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by CONSULTANT of Federal Laws governing the use of Community Development Block Grant Funds. B. Pursuant to 24 CFR 85.43, in the event CONSULTANT defaults by failing to fulfill all or any of its obligations under this Agreement, CITY may declare a default and termination of this Agreement by written notice to CONSULTANT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. C. In the event this Agreement is terminated as set forth in subparagraphs III.A. through III.B., inclusive, CONSULTANT agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of CONSULTANT's rights, any and all fimds not used, and to comply with paragraph "II. REVERSION OF ASSETS" of this Exhibit C. 7 Certification Regarding Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any cooperative agreement, and the extensio..n, continuation, renewal, amendment, or modification of any Federal contact, 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, 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, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," attached hereto in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontract, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. 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 such failure. The Pacific Institute Summer Youth Program Grantee/Contactor Organization Name of Certifying Officer Signature Program Title Date Chris Scaffidi, Program Director ATTACHMENT No. 1 to EXHIBIT SUBRECIPIENT warrants the following: 1. SUBRECIPIENT will comply with Public Law 88-352, Title VI of the Civil Rights Act of 1964 (42 U. S. C. section 2000 et seq.) and implementing regulation in 24 CFR Part 1. 2. No person in the United States shall on the ground of race, color, religion, national origin, or sex, be excluded from participation in, or be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with community development funds made available pursuant to the ACT. 3. All laborers and mechanics, employed by contractors or subcontractors in the performance of construction work financed in whole or in part with community development funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis-Bacon Act, as amended, 40 U. S. C. Sections 276 a 1-5, except for individuals who perform services for which they volunteered; do not receive compensation for such services; or are paid expenses, reasonable benefits, or a nominal fee for such services; and are not otherwise employed at any time in construction work. 4. SUBRECIPIENT will comply with all Federal statutes applicable to projects funded with community development funds, except that (a) SUBRECIPIENT does not assume CITY'S environmental responsibilities described at 24 CFR 570.604; and (b) SUBRECIPIENT does not assume CITY'S responsibility for initiating the review process under Executive Order 12372. ATTACHMENT No. 1 to EXHIBIT 'ACORD.. CERTIFICATE OF LIABILITY INSURANCE DATE (MM~DD~FYYY) 04/16/2003 PRODUCER AT.I. AGENCY, INC. 1022 N.E. 65TH ST. SEATTLE, WA 98115 INSURED THE PACIFIC INSTITUTE, INC. P.O. BOX 84208 SEATTLE, WA 98124 206-522-9200 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURERA: AMERICAN STATES INSURANCE CO. INSURER B: INSURER C: INSURER D: NAIC # INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFFECTIVE POLICY EXPIRATION POLICY N UMBER DATE tMM/DD/YY} DATE fMMIDD/YYI LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY __ CLAIMS MADE L~J OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: AUTOMOBILE LIABILITY ANYAUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON)OWNED AUTOS 02-CC-202232-3 02/04/03 02/04/04 EACH OCCURRENCE $ GARAGEL~BILITY ANY AUTO PREMISES (Ea occurence.) MEO FXP (Any one person) 1,000,000 200,000 .$ 10~000 $ 1,000,000 EXCESS/UMBRELLA LIABILITY OCCUR I I CLAIMS MADE DEDUCTIBLE RETENTION $10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY P ROPRIETO PJPARTN ERJEXECUTIVE OFFICER/MEMBER EXCLUDED? tf yes, describe under SPECIAL PROVISIONS below OTHER 02-CC-202232-3 01-SU-102425-30 02/04/03 02/04/03 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED. 02/04/04 02~04~04 PERSONAL & ADV INJURY GENERAL AGGREGATE $ 2,000,000 PRODUCTS ) COM P/DP AGG PROPERTY DAMAGE (Per accident) $ 2,000,000 COM DINED SINGLE LIMIT 1,000,000 (Ea accident) $ BODILY INJURY (Per person) $ BODILYINJURY (Per accident) $ $ AUTO ONLY ) EA ACCIDENT OTHER THAN EA ACC AUTO ONLY: AGG EACH OCCURRENCE AGGREGATE X j wc STATU) IOTH) ITORYLIM TS ER E.L. EACH ACCIDENT E.L. DISEASE)EAEMPLOYEE E.L. DISEASE ) POLICY LIMIT F)¢putv City Attorney 10,000,000 10,000,000 $ 1,000,000 $ 1,000,000 $ 2,000,000 FORM CERTIFICATE HOLDER CANCELLATION CiTY OF SANTA ANA ATTN: ANNABELLE BATES 1000 E. SANTA ANA BLVD., SUITE 220 SANTA ANA, CA 92702 I ACORD 25 (2001/08) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ~J~t'~'~[~Or-.MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE ' ~ f' ~~~ 'ACORD CORPO~TION 1988 MAY-07-2083 87:55 P.02×02 ADDITIONAL INSURED ENDORSEMENT Insurance Company Arnedca Economv Insurance Comoany This endorsement modifies such insurance as is afforded by the provisions of Policy ~ relating to the following: 1. The City of Santa Aha, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents and volunterrs are named as additional insure<Is with regard to liability ami defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is 13rimary and is not additional to or contributing wih any other insurance can'ied by or for the benefit of the additional insureds. 3. This insurance applies separately to each insurecl against whom claim is made or suit is brought exCept with respect to the company's limits of liability. The inctusion of any person or organization as an insured shall not affect any right which Such person or organization would have as a claimant if not so included. 4. With reSpect to the additional insureds, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effectrve.) Effective Policy # Issued to February_ 4th 2003 - February 4th 2004, 0~ City. of Santa Aria. Named Insured Countersigned by this endorsement form as part of TOTAL P.02