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HomeMy WebLinkAboutSANTA ANA EMPOWERMENT CORPORATION (2) - 2007 INSURANCE ON,': WORK Mfl..'< PRO J:: .0 UNTIL INSUR.~N ;1: :XPIRES ,<;:1. __.:; CLERK OF CaUl'." ~ DATE: q.. 2. L\ -0 1 ~. C'. C~ A'" ~ez, u~~ (%-) A -'UJ07-115 AGREEMENT BETWEEN THE SANTA ANA EMPOWERMENT CORPORATION AND THE CITY OF SANTA ANA ON BEHALF OF THE SANTA ANA W/O/R/K CENTER FOR USE OF EMPOWERMENT ZONE FUNDS This Agreement made and entered into this 011 day of May, 2007, by and between the Santa Ana Empowerment Corporation, A California Non-Profit Public Benefit Corporation ("SAEC") and the City of Santa Ana, a charter city and municipal corporation, on behalf of the Santa Ana W /O/R/K Center ("SUBRECIPIENT"). W!INE~~EIH Recitals: 1. SAEC is the recipient of Empowerment Zone ("FEZ") funds from the United States Department of Housing and Urban Development ("HUD"). 2. SAEC desires to engage SUBRECIPIENT to implement a Youth Workforce Development Program that will serve one hundred (100) Federal Empowerment Zone residents between the ages of 14-21 as set forth in Exhibit A, hereinafter referred to as "said program", at the cost set forth in Exhibit B, and SUBRECIPIENT represents that it is qualified and willing to operate said program. WHEREFORE, for and in consideration of the respective and mutual covenants hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereby agree as follows: I. SUBRECIPIENT'S OBLIGATIONS A. SUBRECIPIENT agrees to use all federal funds provided by SAEC to SUBRECIPIENT pursuant to this Agreement to operate said program, as set forth in "Exhibit A," attached hereto and by this reference incorporated herein. SUBRECIPIENT'S failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds SAEC is otherwise obligated to pay to SUBRECIPIENT under Paragraph II hereof. B. SUBRECIPIENT agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUB RECIPIENT operations hereunder. C. SUBRECIPIENT agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activity(ies). Should SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, SUBRECIPIENT 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 SAEC or other authorized citing agency. SUB RECIPIENT shall notify SAEC immediately of any pending violations. Failure to notify SAEC of pending violations or to remedy such known violation(s) shall result in termination of grant funding hereunder. SUBRECIPIENT 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. D. All funds received by SUBRECIPIENT from SAEC pursuant to this Agreement shall be separately accounted for apart from any other funds of SUB RECIPIENT, or of any principal or member of SUBRECIPIENT. SUB RECIPIENT agrees that if SUB RECIPIENT receives Five Hundred Thousand Dollars ($500,000.00) or more in FEZ funds under the terms of this Agreement, SUB RECIPIENT 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. SUB RECIPIENT shall provide SAEC with a copy of said audit by October 1 of the year following the program year in which this Agreement is executed. E. SUB RECIPIENT shall keep records of all funds received from SAEC under the terms and conditions of this Agreement in accordance with the procedures set forth in the "Agreement Accounting and Administrative Handbook", a copy of which shall be provided to SUBRECIPIENT by SAEC. SUBRECIPIENT agrees to keep monthly records of all ethnic and racial statistics of persons and families benefited by SUB RECIPIENT 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, number of female heads of households, and number of senior citizens assisted. SUBRECIPIENT agrees to provide SAEC with written cumulative (year-to-date) reports of its activities on or before the 15th day of October for the period beginning July 1, 2007 and through and including the previous three-month reporting period setting forth the activities, program accomplishments, new program information and year-to-date program statistics on expenditures, caseload and activities. When appropriate, pictures should be included. In order to provide continuous, uninterrupted service, those services provided since May 14, 2007, shall be included within the scope of this Agreement. This agreement shall terminate on September 30, 2007, unless extended by mutual consent of the parties. Any extension shall be in writing, and executed by the Executive Director and General Counsel on behalf of SAEC. SAEC and the United States Government and/or their representatives shall have access for purposes of monitoring, auditing, and examining SUB RECIPIENT's activities and performance, to books, documents and papers, and the right to examine records of SUBRECIPIENT's subcontractors, bookkeepers and accountants, employees and participants in regard to said program. SAEC 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 SUB RECIPIENT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. In the event SUB RECIPIENT does not make the above-referenced documents available within the SAEC of Santa Ana, California, SUB RECIPIENT agrees to pay all necessary and reasonable expenses incurred by SAEC in conducting any audit at the location where said records and books of account are maintained. F. All accounting records and evidence pertaining to all costs of SUB RECIPIENT and all documents related to this Agreement shall be kept available at SUBRECIPIENT's office or place of business for the duration of the Agreement and thereafter for five (5) years after completion of an audit. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance ofthis Agreement, or (b) costs and expenses of this Agreement to which SAEC or any other governmental agency takes exception, shall be retained beyond the five (5) years until resolution or disposition of such appeals, litigation, claims, or exceptions. G. SUB RECIPIENT 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. H. SUBRECIPIENT shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in the corporate status or suspension of SUB RECIPIENT shall be reported immediately to SAEC. 1. SUB RECIPIENT acknowledges and warrants that it shall at all times comply with the laws, regulations and policies governing the use of FEZ funds, including but not limited to, the limitations on use of FEZ funds set forth in P.L. 106-74 (2000), 24 CFR section 598.215 and Federal Register, April 16, 1998. 1. Without prejudice to any other provisions of this Agreement, SUBRECIPIENT 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, SUBRECIPIENT shall submit to SAEC and or HUD or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by SUB RECIPIENT, costs incurred and services rendered hereunder. K. SUB RECIPIENT agrees that the performances of obligations hereunder are rendered in its capacity as an independent contractor and that it is in no way an agency of SAEC. L. SUBRECIPIENT agrees that if SUBRECIPIENT violates any of the terms and conditions of this Agreement or any prior Agreement whereby FEZ funds were received by SUBRECIPIENT, or if SUBRECIPIENT reports inaccurately, or if on audit there is a disallowance of certain expenditures, SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance or repay SAEC all amounts spent in violation thereof M. SUB RECIPIENT agrees to maintain a record for each item of non-expendable personal property acquired under the terms of this Agreement. Said record shall be made available to SAEC upon request. The term "non-expendable personal property" shall include leased and purchased equipment. N. SUBRECIPIENT hereby certifies and agrees that it will not use funds provided through this Agreement to pay for entertainment, meals or gifts. O. SUBRECIPIENT certifies that no appropriated funds 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 ofa 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. SUB RECIPIENT shall sign a certification to that effect in a form as set forth in "Exhibit C," attached hereto and by this reference incorporated herein. SUBRECIPIENT shall submit said signed certification to SAEC prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of SAEC to pay any sums to SUBRECIPIENT under the tenns 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. P. SUBRECIPIENT agrees that except for the use of FEZ funds to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to FEZ 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 FEZ-assisted activity of SUBRECIPIENT, 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 SAEC, or of any designated public agencies, or the SUB RECIPIENT. Q. SUBRECIPIENT acknowledges and warrants that prior to having any contractor perform work paid for by FEZ funds, that it shall be responsible (i) for providing such contractor with a copy of this Agreement, and (ii) ensuring that any such contractor executes and provides to the Executive Director of SAEC a letter in substantially the form of Exhibit D hereto, agreeing to be bound by the terms of this Agreement. R. SUBRECIPIENT acknowledges and warrants that during the term of this Agreement it shall to the maximum extent feasible collaborate with other SUBRECIPIENT to ensure that duplication of services is avoided. Such collaboration shall include, but not be limited to, regular attendance (i.e., an attendance record exceeding 50%) and active participation in the appropriate committee or committees established pursuant to the Strategic Plan. II. SAEC'S OBLIGATIONS Upon execution of this Agreement by SUBRECIPIENT, SAEC shall pay to SUBRECIPIENT from FEZ funds, when, if and to the extent received from HUD, for SAEC's 2006-07 and 2007-08 FEZ program year amounts expended by SUBRECIPIENT in carrying out said program for fiscal year 2006-07 and 2007-08 pursuant to this Agreement up to a maximum aggregate payment of Two-Hundred and Fifty Thousand Dollars ($250,000.00) in installments determined by SAEC. Payments shall be made to SUB RECIPIENT through the submission of periodic invoices, in a form prescribed by SAEC, detailing such expenses. SAEC shall pay such invoices within thirty (30) days after receipt thereof provided SAEC is satisfied that such expenses have been incurred within the scope of this Agreement and that SUBRECIPIENT is in compliance with the terms and conditions of this Agreement. Ill. PROGRAM INCOME A. For the purposes of this Article (III) "Program income," shall mean gross income received by the SUBRECIPIENT directly generated from the use of FEZ funds, except as provided below in Paragraph III.C. When such income is generated by an activity that is only partially assisted with FEZ funds, the income shall be prorated to reflect the percentage of FEZ funds used. B. Program income includes, but is not limited to the following: I. Proceeds from the disposition by sale or long term lease of real property purchase or improved with FEZ funds; 2. Proceeds from the disposition of equipment purchased with FEZ funds. 3. Gross income from the use or rental of real or personal property acquired by the SUB RECIPIENT with FEZ funds, less the costs incidental to the generation of such income; 4. Gross income from the use or rental of real property owned by the SUBRECIPIENT that was constructed or improved with FEZ funds, less the costs incidental to the generation of such income; 5. Payments of principal and interest on loans made using FEZ funds; 6. Proceeds from the sale of loans made with FEZ funds; 7. Proceeds from the sale of obligations secured by loans made with FEZ funds; 8. Interest earned on funds held in a revolving fund account; 9. Funds collected through special assessments made against properties owned and occupied by households not of low and moderate income, where such assessments are used to recover all or part of the FEZ portion of a public improvement. C. Program income does not include income on grant advances from the US. Treasury. The following items of income earned on grant advances must be remitted to HUD for transmittal to the US. Treasury. 1. Interest earned from the investment ofthe initial proceeds of a grant advance by the US. Treasury; 2. Interest earned on loans or other forms of assistance provided with FEZ funds that are used for activities determined by HUD either to be ineligible or to fail to meet a national objective or other federal criteria. 3. Interest earned on the investment of amounts reimbursed to the FEZ program account prior to the use of the reimbursed funds for eligible purposes. D. The receipt of program income (as defined in Paragraph III.A. hereinabove) by SUB RECIPIENT in the operation of said program shall be recorded by SUB RECIPIENT and reported to SAEC. E. Program income received by SUBRECIPIENT shall be returned to SAEC unless otherwise provided for in this Agreement. IV. NONDISCRIMINATION SUB RECIPIENT agrees that no person on the ground of race, 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 FEZ funds. v. SPECIAL CERTIFICATION FOR RELIGIOUS ENTITIES If SUBRECIPIENT is a religious entity, SUBRECIPIENT hereby agrees that in connection with the provision of the services SUBRECIPIENT shall provide with FEZ funds: A. SUBRECIPIENT shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. B. SUBRECIPIENT shall not discriminate against any person applying for the services SUB RECIPIENT agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. C. SUB RECIPIENT shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision ofthe services in said program. D. Where the services to be provided under said program are rendered on property owned by the primarily religious entity SUBRECIPIENT, FEZ funds may also be used for minor repairs to such property which are directly related to the cost of rendering the services under said program, where the cost constitutes in dollar terms only an incidental portion of the FEZ expenditure for rendering the services under said program. VI. PROHIBITION OF NEPOTISM SUBRECIPIENT agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by SUB RECIPIENT. 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, step-parent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. VII. NOTICES Notices to the parties shall, unless otherwise requested in writing, be sent by US. Mail, postage prepaid, and addressed as follows: TO SAEC: Santa Ana Empowerment Corporation Community Development Agency M-2l 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 TO SUBRECIPIENT: Clerk of the Council City of Santa Ana 20 Civic Center (M-30) P.O. Box 1988 Santa Ana, California 92702 WlTH COURTESY COPY TO: Santa Ana W/OIRIK Center 1000 E. Santa Ana Blvd, Ste 200 Santa Ana, California 92701 VIII. ASSIGNABILITY SUB RECIPIENT shall not assign nor transfer any interest in this Agreement, whether by assignment or novation, without the prior written consent of SAEC; provided, however, that claims for money due or to become due SUB RECIPIENT from SAEC under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Notice of any such assignment or transfer shall be promptly furnished to SAEC. IX. HOLD HARMLESS SUBRECIPIENT shall indemnify and save harmless SAEC, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of SAEC, and shall defend, indemnify and save harmless SAEC, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUB RECIPIENT's performance of this Agreement. x. INSURANCE A. SUBRECIPIENT shall furnish the SAEC with an insurance certificate from its workers compensation insurance carrier certifying that it carries such insurance as established and required under California law and that the policy shall not be canceled nor the coverage reduced except upon thirty (30) days prior notice to SAEC. B. SUB RECIPIENT shall obtain, at its sole cost, a policy or policies of commercial general liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall: (1) name the SAEC of Santa Ana, its officers, agents, representatives, employees and volunteers as additional insureds; (2) be primary with respect to insurance or self-insurance programs maintained by the SAEC; (3) contain standard separation of insureds provisions; and (4) give to SAEC prompt and timely notice of claim made or suit instituted arising out of SUBRECIPIENT's operations hereunder. SUB RECIPIENT shall: (a) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the SAEC, for approval by the SAEC's Attorney which shall clearly evidence all coverage required above; (b) provide that such insurance shall not be materially changed or terminated except on 30 days prior written notice to the SAEC; (c) maintain such insurance for the period covered by this Agreement; and (d) replace such certificates for policies expiring prior to the expiration of this Agreement. A sample Additional Insured Endorsement in the form acceptable to the City Attorney is hereby attached as Exhibit E. XI. REVERSION OF ASSETS A. Upon the expiration of this Agreement, SUB RECIPIENT shall transfer to SAEC any FEZ funds on hand at the time ofthe expiration ofthis Agreement as well as any accounts receivable attributable to the use of FEZ funds. B. Any real property under SUBRECIPIENT's control that was acquired or improved in whole or in part with FEZ funds in excess of $25,000.00 must either be: 1. Used, where SAEC has given written approval, to meet one of the national objectives stated under federal law until five (5) years after expiration of this Agreement, or for such longer period of time as determined to be appropriate by SAEC; or 2. If not used in accordance with subparagraph A above, SUBRECIPIENT shall pay to SAEC an amount equal to the current fair market value of the property less any portion of the value attributable to the expenditure of non- FEZ funds for acquisition of, or improvement to, the property. Such payment is program income to SAEC. C. Subject to the obligations set forth herein, title to equipment acquired under the terms of this Agreement will vest upon acquisition in SUB RECIPIENT. When said equipment which has been acquired in accordance with this Agreement and all applicable regulations is no longer needed for said program, disposition of said equipment will be made as follows: 1. Items of equipment with a current per unit fair market value of less than $5,000.00 may be retained, sold or otherwise disposed of with no further obligation to SAEC. 2. Items of equipment with a current fair market per unit value of $5,000.00 or more may be retained or sold and SAEC shall have the right to an amount calculated by multiplying the current market value or proceeds from the sale by SAEC's share of federal funds used to acquire the equipment. D. SUBRECIPIENT hereby agrees, upon the demand of SAEC, 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 SAEC 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 SAEC, to vest in SAEC all of SUBRECIPIENT's right, title and interest (if any it may have) in and to SAEC, FEZ or other federal, state and/or local accounts or program funds or allocation of funds to which SAEC 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 SUB RECIPIENT on ~behalf ofSAEC, in furtherance of the activities hereunder or thereof SUB RECIPIENT's obligations and responsibilities set forth in this paragraph "XI. REVERSION OF ASSETS," and in paragraphs "XII. TERMINA nON" and "III. 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 oftime as SAEC and/or HUD deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of SAEC and HUD. XII. TERMINA TION A. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, SUB RECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date oftermination. B. This Agreement may be suspended or terminated by SAEC upon five (5) days' written notice for violation by SUBRECIPIENT of the tenns and conditions of the this agreement or applicable State or Federal requirements. In the event of such suspension or tennination, SUB RECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or tennination. C. In the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, SAEC may declare a default and termination of this Agreement by written notice to SUBRECIPIENT, 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, SAEC 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 SAEC in obtaining substitute performance. D. The grant of funds by SAEC to SUBRECIPIENT pursuant to this Agreement may be terminated for convenience upon two weeks written notice to SUB RECIPIENT. E. In the event this Agreement is terminated as set forth in subparagraphs XILA. through XI1.D., inclusive, SUBRECIPIENT agrees to immediately return to SAEC upon SAEC's demand and prior to any adjudication of SUB RECIPIENT's rights, any and all funds not used, and to comply with paragraph "XL REVERSION OF ASSETS" ofthis Agreement. XIII. LIMITATION OF FUNDS The United States of America, through HUD, may in the future place programmatic or fiscal limitations on the use of FEZ funds which limitations are not presently anticipated. Accordingly, SAEC reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, SAEC may, in its sole and absolute discretion, reduce the budget of this Agreement as a whole or as to costs category, may limit the rate of SUB RECIPIENT's authority to commit and spend funds, or may restrict SUB RECIPIENT's use of both its uncommitted and its unspent funds. Where HUD has directed or requested SAEC to implement a reduction in funding, in whole or as to a cost category, with respect to funding for this Agreement, SAEC's Executive Director or delegate is authorized to act for SAEC in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. Where SAEC has reasonable grounds to question SUBRECIPIENT's fiscal accountability, financial soundness, or compliance with this Agreement, SAEC may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by SAEC affect expenditures and legally binding commitments made by SUB RECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of SAEC's FEZ funds by SUB RECIPIENT and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. 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, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both SAEC and SUB RECIPIENT. xv. LAWS GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. XVI. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision ofthis Agreement. IN WlTNESS WHEREOF, the parties hereto have executed this Agreement as of the last date and year written below. SANTA ANA EMPOWERMENT CORP. DATED: STEPi!liTNG Executive Director ATTEST: APPROVED AS TO FORM: MX~ '~PATRICIAE. HEALY, SAEC Secretary .~~ OORENA C. PENA! ZA, SAEC General Counsel SUBRECIPIENT: CITY OF SANTA ANA DATED: ~~~ ~?A VID N. REA City Manager Federal Tax ID: 95-6000785 ATTEST: APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney ~ Lorena C. Pefi za Assistant City Attorney By: ( EXHIBIT C Certification Regarding Lobbying 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 Federal grant, the making of any Federal loan, the entering into of any 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, 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 Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, 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. Grantee/Contractor Organization Program Title Name of Certifying Officer Signature Date INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form still be completed by the reporting entity, whether sub awardee or prime Federal recipient, at the Initiation or receipt of a covered Federal action, or a material change to a previous filling, pursuant to title 31 U.S.C. section 1352. The fIlling of a form be required for each payment or agreement to make payment for any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a member of Congress an officer or employee cuf Congress, or an employee of a Member of Congress in connection with a Federal Action. Used the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial fIlling and material change report. Refer to the Implementing guidance published by the Office of Management and Budget for additional information. I. Identify the type of covered Federal Action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or sub award recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1st tier. Seaboard includes but is not limited to subcontracts, subcontracts, sub grants and contract awards under grants. 5. If the organization filling the report in item 4 checks "subwardee" then enter the full name, address, city, state and zip code of the prime Federal recipient. Include Congressional District, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (iteml). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item I (e.g.) Request for Proposal (RFP) number; invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g. "RFP-DE-90-001." 9. For a covered Federal action where these has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5. 10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle initial (MI). 11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply, if this is a material change report, enter the cumulative amount of payment made or planned to be made. 12. Check the appropriate box(es). Check all boxes that apply, if payment is made through an in-kind contribution, specify the nature and value of the in-kind payment. 13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature. 14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) for any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s) of Congress that were contacted. 15. Check whether or not a SF - LLL- A Continuation Sheet( s) is attached. 16. The certifying official shall sign and date the form, print his/her name, title, and telephone number. Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions searching existing data sources, gathering and To: Stephen G. Harding Executive Director Santa Ana Empowerment Corporation From: Subcontractor/Assignee EXHIBIT D Subcontractor/Assignee hereby stipulates that it has been provided with a copy, has read, and is familiar with all of the tenns of SUBRECIPIENT's Agreement with the Santa Ana Empowerment Corporation. Subcontractor! Assignee further agrees to be bound to all of the terms and prOVISIOns of SUB RECIPIENT's Agreement with the Santa Ana Empowerment Corporation. Executed this day of BY: Name: Title: EXHIBIT E ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY .::c Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: I. The Santa Ana Empowerment Corporation, 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 Santa Ana Empowerment Corporation, 20 Civic Center Plaza (M-25), Santa Ana, California 9270 I. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement form as a part of Named Insured Countersigned by Authorized Representative