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HomeMy WebLinkAbout55B - RESO - WIA AGMT FOR PROGRAM 14-15REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 17, 2014 TITLE: FEDERAL WORKFORCE INVESTMENT ACT TITLE I SUB -GRANT AGREEMENT FOR PROGRAM YEAR 2014 -2015 CITY MANAG R RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: W:1 :1:14110:401 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing the City Manager or designee to execute all necessary documents to receive funds for the Federal Workforce Investment Act sub -grant with the State of California Workforce Investment Division in the amount of $1,145,832. The Workforce Investment Act (WIA) of 1998 provides funds to Local Workforce Investment Areas (LWIA) to operate job- training programs for adults, dislocated workers and youth who meet specific criteria as outlined in the Act. The City of Santa Ana was designated as a LWIA and administrative entity on January 28, 2000, by the State Workforce Investment Board. Santa Ana has received WIA funds to operate job- training programs since July 1, 2000. A new sub -grant agreement is required at the beginning of each program year in order to receive WIA funds as allocated by the State of California. Upon document execution and submission to the State Workforce Investment Division, the City's allocation is $1,145,832 in Youth Formula funds, $1,123,528 in Adult and $717,405 in Dislocated Worker funds for a total WIA PY 2014 -15 grant allocation of $2,986,765. No further action will be required by the City to receive these final allocations. FISCAL IMPACT Funds have been appropriated in the FY 2014 -2015 budget and are available in the Workforce Investment Act Fund (account no. 123 - various). 55B -1 W IA Title I Sub -grant for PY 2014 -15 June 17, 2014 Page 2 APPROVED AS TO FUNDS AND ACCOUNTS: Deborah Sanche2 0 Francisco Gutierrez Economic Development Specialist III Executive Director Community Development Agency Finance & Management Services Agency DS /kg Exhibit: 1. Resolution 2. Agreement 55B -2 EXHIBIT 1 LS: 6!2!14 RESOLUTION NO. 2014- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE ALL NECESSARY DOCUMENTS FOR THE WORKFORCE INVESTMENT ACT SUB -GRANT WITH THE STATE OF CALIFORNIA, WORKFORCE INVESTMENT DIVISION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The Workforce Investment Act (WIA) of 1998 provides funds to Local Workforce Investment Areas (LWIA) to operate job- training programs permissible under the Act for adults, dislocated workers and youth meeting specific criteria set forth in the Act. B. On January 28, 2000, the City of Santa Ana was designated as a LWIA and an administrative entity by the State Workforce Investment Board. The City of Santa Ana has received WIA funds to operate job- training programs since July 1, 2000. C. A new sub -grant is required at the beginning of each fiscal year in order to avoid the commingling of funds from the previous year. Submittal of this sub - grant is the first step in the process enabling the City of Santa Ana to receive WIA funds as they are allocated by the State of California for fiscal year 2014- 2015. D. Submittal of the sub -grant agreement will enable the City to be eligible to receive $1,145,832.00 in WIA Youth Funds for program year 2014 -2015. The City will also be eligible to receive funding in the amount of $1,123,528.00 for the Adult Program and $717,405.00 for the Dislocated Worker Program through a unilateral modification by the State of California, with no further action required by the City to receive the final allocations. E. The sub -grant and other related documents from the State of California must be reviewed and executed by the City of Santa Ana in order to receive said funding. 55B -3 Resolution No. 2014 -XXX Page 1 of 2 Section 2. The City Council of the City of Santa Ana hereby authorizes the City Manager or his designee to execute all necessary documents related to the sub - grant with the State of California, Workforce Investment Division. Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2014 Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia Carvalho, City Attorney By: Lisa E. Storck Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATION OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of Council, do hereby attest to and certify the attached Resolution No. 2014 to be the original resolution adopted by the City Council of the City of Santa Ana on , 2014. Date: Clerk of Council City of Santa Ana 55B -4 Resolution No. 2014 -XXX Page 2 of 2 WIA SU30RANT A3REBMENT SANTA ANA WORK CENTER ISuEORANTOR: State of California Employment Development Dept, Workforce Services Division i P.O. Box 826880, MIC 69 j Sacramento, CA 94280 -3001 EXHIBIT 2 REGISTRATION N0: ES94782 MODIFICATION NO: NEW SUBGRANTEE CODE: SAN SUSGRA.NTEE: SANTA ANA WORK CENTER 20 CIVIC CENTER PLAZA, M -31 SANTA APIA CA 92701 GOVERNMENTAL ENTITY: YES This 3abgrant Agreement is entered into by and between the State of California, Employment Development Department, hereinafter the Subgrantor, and the SANTA ANA WORK CENTER , hereinafter the Subgrantee. The Subgrantee agrees to operate a program in accordance with the provisions of this Subgrant and to have an approved NIA Local Plan for the above named Subgrantor filed with the Subgrantor pursuant to the workforce Investment Act (NIA). This modificaton consists of this sheet and these of the following exhibits, which are attached hereto and by thin reference made a part hereof: Funding Detail Chart general Provisions and standards of Conduct Title I -Y IWIA TITLE I YOUTH FORMULA) Exhibit AA, pages 1 through 1 Exhibit BB, pagan 1 through 14 Exhibit DD, pages 1 through 1 ALLOCATION 191: PRIOR AMOUNT: $0.00 The Subgrantor agrees to reimburse the Subgrantee lxCRSASE /DBCREASE: 91,145,832.00 not to exceed the amount listed hereinafter - TOTAL' .: TOTAL: $1,145,832.00 TERMS OF AGRESMENI: - - -- -� — Tertna of Exhibits are ae From 06/01/2014 to 06/30/2016 designated on seen exhibit PURPOSE: To initiate the Program Year IPY) 2014 -15 WIA Subgrant and add VIA Youth formula funding under grant Code 301. The term of these funds are from 04 /01 /14 to 06130116. JOSS =a MARQUEZ CHIEF WORKFORCE SZRVICRS DIVISION I hereby certify that to my knowledge, the budget funds are available for the period and purpose of expenditures as stated herein: Name and Title 10295 of Chapter 2 of Part 2 of Division 2 of the Public Contract Code of the Scate of California and pursuant to 58 OPS Cal. Atty, Gen. 586, is exempt from review or approval of the Dept. of General Services and the Dept. of Finance: APPROVED AS TO FORM - &�' L (- . j- �Yt�c�Q Budge *_ it 9m: 71I3 Pond: 0869 Budgetary Attachment: YES LISA E. STORCK Craptnr n20 statutes: 2013 F'f: 13114 Assistant City Attorney 55B -5 WIA SMORkST, AGREEMENT FUNOINO DETAIL SHEET SUEORAA'TEE NAME: SANTA ARA FAR& CENTER I. ALLOCATION FUNDING SOURCE Exhibit AA Page 1 of 1 BCBORANT N0: K594181 MODIFICA ^ION NO: NEW INCREANR DECREASE ALLOCATION 96104 WIA TITLE I YOUTH FORKHA (301) $0.00 $1,145,032.00 $0.00 $1,145,832.00 : 04/01/2014 to 06/30/2016 Frog /Element 611 00 Ref 101 Fed Catlg 417259 TOTAL TMM I -Y 30.00 I $1,145,632.00 $0.00 $1,145,832.00 I GRAND TDTAL: $0. DD $1,145,832.00 $0.00 1 $1,145,832.00 I All referenreo are to the Workforce Investment Act of 1938, Title I, unLeae otherwise noted. ?or waif Lcationa purposes only. A-1 otier terms and conditions of this exhibit not included herein remain unchanged. 55B -6 WIA SUSCEANT AGREEMENT Subgrantee: SANTA ADa WCRA CENTER Exhibit BB Page 1 of 14 SURGRAA- NC+ X594792 MODTPTCATICR NC: NEW 1. Compliance In performance of this subgrant agreement, Subgrantee will fully comply with: a) . The provisions of the Workforce Investment Net (WIA] and al. regulations, legislation, directives, policies, procedures and amendments issued pursuant thereto. b) . All State Legislation and regulations to the extent permitted by federal law and all policies, directives and /or procedures, which implement the WIA. C) . The provisions of Public Law 107 -259, lobs for Veterans Act, as the law applies to Department of tabor [ML) job training programs d). Subgrantee will ensure diligence in managing programs under this subgrant agreement, including Performing appropriate monitoring activities and taking prompt corrective action against known violations of the WIA. gubgrantee agrees to conform to the provisions of the WIA and the contract requirements as referenced in 29 CPA Part 95, Appendix A and 29 CPR, Part 97.36(1)11 -13). This subgrant agreement contains the entire agreement of the parties and supersedes all negotiations, verbal or otherwise and any other agreement between the parties hereto. This subgrant agreement is not intended to and will not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association between the Subgrantor and the Subgrantee. Subgrantea represents and warrants it to free to enter into and fully perform this subgrant agreement. a. Certltication /Assurances Except as otherwise indicated, the following certifications apply io all Subgrantea'e. a). Corporate Registration. The Subgrantee, if it is a corporation, certifies it iR registered with the Secretary of State of the State of California. b) . The Subgrantee agrees to comply with the Americans with Disabilities Act (ADA) of 5990, which, prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to ADA, (42 U.S.C.1210- at Reg. c) . Sectarian Activities: The Subgrantee certifies that this subgrant agreement does not provide fox the advancement or aid to any religious sect, church or .creed, or sectarian purpose nor does it help to support or sustain any school, college, university, hospital or other institution controlled by any religious trend, church, or sectarian denomination whatsoever, as specified by Article lM, Section 5, of the Constitution, regarding separation of church and state. d). National Labor Relations Board: The Subgrantee ;if not a public entity), by signing this eubgrant agreement, does swear under penalty of penury, that an more than one final unappeasable finding of contempt of court by a federal court has been issued against the Subgrantee within the immediately preceding tom -year period because of 9ubgrantee'e failure to comply with an order of a federal court, which orders the Subgrantee to comply with an order of the Rational Labor Relations Board (PCC10296). e). Prior Findings: Subgrantee, by signing this subgrant agreement, does swear under penalty of perjury, that it has not failed to satisfy any major condition in a current or previous subgrant agreement with the DDL or the State of California And has not failed to satisfy conditions relating to the resolution of a final finding and determination, including repayment of debts. f). Drug -Free Workplace Certification: 9y signing this eidigrant agreement the 3ubgrantee hereby cert`_fles under penalty of perjury under the Laws of the State of California that the Subgrantee will comply with the requirements of the Drug -Free workplace Act of 1990 and will provide a drug -free workplace by taking the following actions: (1). Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or vas of a controlled substance is prohibited and speci`ying actions to be taken against employees for violations. 121. 'Establish a Dreg -Free Awareness Program as required to ictorm employees about - the dangers of drug abuse in the workplace; the person's or organization's policy of maintaining a drug -tree workplace; any available counseling, rehabilitation and employee assistance programs; and, penalties that may be imposed upon employees for drug abuse violations. ;I). Every employee who works on this aubgrant agreement will: receive a copy of the company's drug -free policy statement; and, agree to abide by the terms of the company's statement as a condition of employment on t`.e subgrant /contract. g1. Child Support Compliance Ac %: In accordance with the Child Support Compliance Act, the 55B -7 WIA SUBGRAYT AGR^eRMRNT Subgrantee: SANTA ANA WORK CEN R Exhibit BB Page 2 of 14 BUS GRANT NO: X594782 MODIFICATION NO: NEW Subgrantee recognizes and acknowledges: (1) . The importance of child and family Support obligations and shall fully comply with applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 9 (commencing with Section 52CG1 of Par= 5 of Division 9 of the Family Code; and that to the best of its knowledge is fully complying vita the earnings assignment orders of all employees and is providing the names of all new employees eo the New Employee Registry maintained by the California Employment Development Department (EDD) . h) . Debarment and Suspension Certification: By signing this Subgrant agreement, the Subgrantee hereby certifies under penalty of perjury under the laws of the State of California that the Subgrantee will comply with regulations implementing Executive order 12549, Debarment and Sunpeneien, 29 CFR Par' 98.510, that the prospective participant (L. e., grantee), to the beat of its knowledge and belief, that it and its principals: 0.1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or wluntarily excluded from covered transactions by any federal department or agency. l2). Mave not within a three -year period preceding this subgrant agreement been convicted of or had a civil judgement rendered against them for commission of fraud or a criminal offense in nonneccion with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction, violation of federal or state antitrust statutes, or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property. (3). Are not presently indicted for or otherwise criminally or civilly charged by a government entity (federal, state or local) with commission of any of the offenses enumerated in Section 2 of this certification. (4). Have not within a three year period orecading this subgrant agreement had one or more public transactions (federal, state or local) terminated for cause of default. where the Subgrantee is unable to certify to any of the statements in this certification, such prospective participant stall attach an explanation to this agreement. I). Lobbying Restr LCclore: By signing this subgrant agreement the Subgrantee hereby assures and certifies to the lobbying restrictions which are codified in the DCL regulations at 29 CFR Part 93. (1). No federal appropriated funds have been paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress, in connection with this federal contract, grant loan, or cooperative agreement, and the extension, continuation. renewed, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (2) . If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, and officer or employee of Congress, or an employee of a Member of Congress, in connection with this subgrant agreement, the undersigned shall complete and submit Standard Form -LLL, 'Disclosure Form to Report Lobbying" in accordance with its instructions. (3). The undersigned shall require that the language of the lobbying restrictions be included in the award documents for subgrant agreement transactions over $100,000 (per OW at all tiers (including subgrant agreements, contracts and Subcontracts, under grants, loan, or cooperative agreements) , and that all subrecipienrs shall certify and disclose accordingly. (4). This certification is A material representation of fact upon which reliance is placed when this transaction is executed. Submission of the Lebbytng Certification in a prerequisite for making or entering into this tranaa0tion imposed by Section 1152, Title 31, and U.S. code. Any person who fails to file the required certification ehail be subject to a civil penalty of not less than. $10,000 and not more than $100,000 for each failure. j(. Priority Hiring Considerationa: If this subgrant includes ssrvicas in exteas of $200,000, the Subgrantee shall give priority consideration in filling vacancies in positions funded by the subgrant to qualified recipients of aid under Welfare and Institutions Section Code 11200 in accordance with Puolic Contract Cade 13353. kl. sweatEree Code of Conduct: All Subgrantees ror-trscging For the procurement or laundering of apparel, garments or corresponding accessories, or the proo..renent of equipment, materials, or supplies, other 55B -8 WIA SUBGRAVT AGREEMENT Subgrantee: SANTA ANA WORE CENTER Exhibit BE Page 3 of 14 SUBOMW NO: X594922 MODIFICATION NO: NEW than procurement related to a public works contract, declare under penalty of perjury chat no apparel, garments or corresponding accessories, equipment, or supplies furnished to the state pursuant to the contract have been laundered or produced In whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal aanctlon, abusive forme of child labor or exploitation of children in sweatshop labor. The Subgrantee further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations wabsite located at www.dir.ca.gov, and Public Contract Code Section 6108. 2). The Subgrantee agrees to cooperate fully in providing reasonable access to the aubgreatecs' records, documents, agents or employees, or premises if reasonably required by authorised officials of the Subgrantor, the Department of Industrial Relations, or the Department of Justice to determine the subgrantees' compliance with the requirements under paragraph a of the Sweatfree COde 01 Conduct. 1;. Unenforceable provision: In the event that any provision of this subgrant agreement is unenforceable or held to be unenforceable, than the parties agree that all other provisions of this subgrant agreement have force and effect and shall not be affected hereby. m). Nondiscrimination Clause 1) . The conduct of the parties to this subgrant agreement will be in accordance with Title VI of the Civil Rights Act of 1964, and the Rules and Regulations promulgated there under and the provisions of WIA, Section 188. (a). As a condition to the award of financial assistance from the Department of tabor under Title I of WIA, the grant applicant assures that it will comply fully with the nondiscrimination and equal opportunity provisions of the following laws: Section 1a2 of the workforce Investment Act of 1998 (WIA), which prohibits discrimination against all individuals in the United States on the basis of race, .clot, religion, sex, national origin, age, disability, political affiliation or belief, and against beneficiaries on the basis of either citizenship /statue as a lawfully admitted immigrant authorized to work in the United States or participation in any WIA Title I - financially assisted program or activity; Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, and national origin; Section 504 of the Rehabilitation Act of 1973, as amended, wlxich prohibits discrimination against qualified individuals with disabilities; The Age Discrimination Act of 1975, as amended, which prohibits discr_mination on the basis of age; and Title IX of the Education Amendments of 1972, as amended, which prohibits discrimination on the basis of sex in educational programs. The grant applicant also assures that it will comply with 29 CPR part 37 and all other regulations Implementing the laws listed above. This assurance applies to the grant applicant's operation of the WTA Title 1-financially assisted program or activity, and to al'_ agreement$ that grant applicant makes to carry out the WIA Title I- financially assisted program or activity. The grant applicant understands that the United States has the right to seek judicial enforcement of this asaurance. fol. This Snbgrantee shall include the nondiscrimination and compliance provisions of this clause in all euhmntracte to perform work under the subgrant agreement. (cl. This subgrantes agrees to conform to nondiscrimination provisions of the WIA and other federal nondiscrimination requirements referenced ir. 29 CFR, Part 37. n). Indemnification: Tae following provision applies only if the Subgrantee is a governmental entity Parsualt to the provision of Section 295.4 0' the California Government Code, each party agrees to indemnify and hold the other party harmless from all liability for damage to persons or property arising our of or resulting from acts or omissions of the indemityiog party. 2) . 1•he following provision spplies only if the Subgrantee is a non - governmental entity: The Subgrantee agrees to the extent permitted by Law, to indemnify, defend and save harmless the Subgrantor, its officers, agents and employees from any and all china and 55B -9 VIA SUBORANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit BB Page 4 of 14 SOBORANT NO: X594082 MODIFICATION NO: WSW losses accruing or resulting to any and all contractors, subcontractor,, materials persons, laborers and any other persons, firms or corporations, furnishing or supplying work, services, materials, or supp lies in connection with the performance of this agreement, and from any and all claims and losses accruing or resulting to any persons, time or corporations which may be injured or damaged by the Subgrantea in the performance of this subgrant agreement. Failure to comply with all requirements of the certifications in Section 2 may result in suspension of payment under this subgrant agreement or termination of this subgrant agreement or both, and the Subgrantee may be ineligible for award of future state subgrant agreanenta /contracts it the department determines that any of the following has occurred: (1) false information on the certifications, or (2) violation, of the terms of the certifications by failing to carry out the requirements as rated above. c). Salary and Bonus Limitations: In compliance with Public taw 109 -234, none of the funds appropriated in public Law 109 -149 or prior Acts under the heading "Employment and Training- that are available for expenditure on or after June 15, 2006, shall be used by a recipient or subrecipient of such funds to pay the salary and bonuses of an individual, either as direct costs or indirect costs, at a rate in excess of Executive Level II, except as provided for under section 101 of public Law 109 -149. Tbla limitation shall rat apply to vendors providing goods and services as defined in o Circular A -133, Where States are recipients of such funs, States may establish a lower limit for salaries an bonusea of those receiving salaries end bonuses from subrecipiante of such funds, taking into eecount factors including the relative cost -of- living in the States, the compensation level, for programs involved Including Employment and Training Administration programs. Sea Training an Employment Ouida,ice Letter, number 5 -06 for further clarification. The incurrence of costs and receiving reimbursement for these coats under this award certifies that your organization has read the above special condition and is in compliance. p). Clean Air an Water Act: For subgrants in excess of 6100,000, compliance with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1559 (h)l; Section 568 Of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the U.S. Environmental Protection Agency regulations (40 CM 15, revised as of July 1, 1989). 3. Standard$ of Conduct The following standards apply to all Subgraanees. a). General Assurance: Every reasonable course of action will be taken by the Subgrantee, in order to maintain the integrity of this expenditure of public funs an to avoid favoritism and questionable or improper conduct. 'Phis subgrant agreement will be administered in an impartial manner, free from efforts to gain personal, financial or political gain. Subgrantee agrees to conform to the nondiscrimination requirements me, ra!srenced in NIA, Section is$. b). Avoidance of Conflict of Economic interest• An executive or employee of the Subgrantea, an elected official in the area or a member of the Local Hoard, will not solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by the Subgrantee or Subgranter- Supplies, materials, equipment or services purchased with subgrant agreement funs will be used solely for purposes allowed under this subgrant agreement. No member of the local Board will cast a vote or. the provision of services by that member (or any organisation, which that member represents) or vote on any matter which would provide direct financial benefit to that member (or immediate family of the member} or any business or organization which the member directly represents. 4. Coordination. Subgrantee wtll, to the maxima- extent feasible, coordinate all programs and activities supported under this part with other programs coder the 9-A, including the Wagner- Payser Act, Title 39 of the United States Code, and other employment and training proginme at the state and local level. Eubgrantee will consult with the appropriate labor organizations an /or employer representatives in the design, operation or modification of the programs under this subgrant agreement. 5. 9ubcoctraeting ai. Any of the work or services specified in tnia eubgrant agreement whica will be performed by other than by the S'.'bgrantee will be evidenced by a written agreement specifying the terms and conditions of such performance. b;. The Subgrantee will maintain and adhere to a,1 appropriate system, consistent wish federal, 55B -10 WTA SUBORANT AORRRMENT gungraatee: SANTA ANA WORK CENTER W..ibit 83 Page 5 of 14 SUmORANT NO: K594782 MODIFICATION NO; NEW state and local law, for the award and monitoring of contracts which contain acceptable standards for insuring accountability. c) . The System for awarding contracts will coat%= safeguards to insure that the Subgrancee does not contract with any entity who" oftacers have been convicted of fraud or misappropriation of funds within the last two years. 6. Insurance Except for city and county governmental entities, Subgranteea oust provide the Subgrantor evidence of the coverage specified in A, b, c and d below. The evidence of coverage shall include the registration number of the subgrant agreement for identification purposes. a). Subgrantee will obtain a fidelity bond in an amount of nut lama than , prior to the receipt of funds under this subgrant agreement. If the bond is canceled or reduced, Subgrantee will immediately so notify the Subgrantor. In the event the bond is canceled or revised, the Subgrantor will make no further disbursements until it is assured that adequate coverage has been obtained. b) . Subgrantee will provide general liability insurance with a combined limit of $1,000,000 or public liability and property damage coverage with a combined limit of not leas that $1,000,030. c) . Subgrantee will provide broad form automobile liability coverage with limits as net forth in (bV above, which applies to both owned / leased and non -owned automobiles used by the Subgrantee or its agents in performance of this subgrant agreement, or, in the event that the Subgrantee will not utilise owned /leased automobiles but intends to require employees, trainees or other agents to utilize their own automobilea in performance of this subgrant agreement, Subgrantee will secure and maintain on file from all such employee., trainees or agents s self- certification of automobile insurance coverage. d) . Subgrantee will provide wnker's Compensation insurance, which complies with provisions of the California Labor Code, covering all employees of the Subgxmntes and all participants enrolled in work experience programs. Medical and Accident Insurance will be carried for those participants not qualifying as 'employeev (Section 3350, at seq. of the California Labor Code) for Worker's Compensation. ei. The Subgrantor will be tweed as -Certificate Holder- of policies secured in compliance with Paragraphs a -d above and will be provided certificates of insurance or insurance company •benders• prior to any disbursement of funds under this subgrant agreement, verifying the insurance requirements have been complied with. The coverage noted in b and c above must contain the following clauses: (1). Insurance coverage will not be canceled or changed unless 30 days prior to the effective data of cancollation or change written notice is sent by the Subgrantee to: employment Development Department WIA - rinancial Management Unit P.O. Box 836880, MIC 69 Sacramento, CA 94280 -0001 (2) . State of California, its officers, agents, employees and Servants are included as additional insured, hat only insofar as the operations under this subgrant agreement are concerned. (3) . The State of California is not responsible for payment of premiums or assessments on this policy 7. Resolution A county, city, district or other local public body mast provide the state with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of this subgrant agreement. Preferably resolution. should authorize a designated position rather than a named individual. B. purding it is mutually understood between the parties these this subgract agreement may have bean wxitter before ascertaining the availability of congressional and legislative appropriation of funds, for the mutual benefit of both parties, in order mo avoid program and fiscal delays which would occur if the subgrant agreement was executed after that determination was made. This eabgiant agreement io valid and enforceable only if (1) sufficient funds are made svailab -e by the State Budget Act of the appropriate state fiacnl years Covered by this subgrant agreement for the purposes of this crogran and; (21 sufficient funds available to the state by the United States Government fur the fiscal years covered by this aubgrant agreement for the purposes of this program. In addition, this subgrant agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress and Legislature or any statue enacted by the 55B -11 'AIA S18GRANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit 82 Page 6 of 14 SUSGRANT NO: M 9478 MODIFICATION NO: NEW Congress and Legislature which may affect the provisions, terms, or funding of this aubgrant agreement in any manner. A). At the expiration of the terms of this aubgrant agreement or upon termination prior to the expiration of this subgrant agreement, funds not obllgatad for the purpose of this aubgrant agreement will be i,madlately remitted to the Subgrantor, and no longer available to the Subgrantee. b). The Subgrantor retains the right to suspend financial assistance, in whole or in part, to protect the integrity of the funds or to ensure proper operation of the program, providing the Subgrantee is given prompt notice and the opportunity for an informal review of the SubgrantoV a decision. The Chief Deputy Director or his designee will perform this informal review and will issue the final administrative decision within 60 days of receiving the written request for review. Failure on the part of the Subgrantee or a Subcontractor of the Subgrantee to comply with the provisions of this aubgrant agreement, or with the WIA or regulations, when such failure involves fraud or misappropriation of funds, may result in immediate withholding of funds. c) . The local Chief Slotted official (CEO) of a unit of general Local government designated ae a Local workforce Investment Area (LWIA) &hall be liable to the EDO for all funds not expanded in accordance with WIA, and shall return to the EDD all of those funds. If there is more than one unit of general local government in a LWTA, the CEO(a) will be the Individual(s) designated under an agreement executed by the CSO(s) of the local units of government. The CEO W designated under the agreement shall be liable to the EDD for ail funds not expended in accordance with the WIA, and shall return to the EDD all of those funds. 9. Accounting and Cash Management a) . Subgrantee will comply with controls, record keeping and fund accounting procedure requirements of MIA, federal and state regulations and directives to ensure the proper diabursai of, and accounting for, program fonds paid to the Subgrantee and disbursed by the Subgrantee, under this aubgrant agreement. b1. Subgrantee will submit requests for cash to coincide with immediate cash needs and assure that no excess cash is on deposit in their accounts or the accounts of any sub contracting service provider in accordance with procedures established by the Subgrantor. Failure to adhere to these provisions may result in suspending cash draw down privileges and providing funds through a reimbursement process. cl. The Subgrantor retains the authority to adjust specific amounts of cash requested if the Subgrantor's records and subsequent verification with the Subgrantoo indicate that the Subgrantee has an excessive amouat of each in its account. d1. Income (including interest income generated ea a result of the receipt of WIA activities, will be utilised in accordance with policy and procedures established by the Subgrantor. Nubgrantee will account for any such generated income separately. e). Subgrantee shall not be required to maintain a separate bank account but shall separately account for WIA funds on deposit. All funding under this aubgrant agreement, will be made by check or wire transfer payable to the Subgrentee for deposit in Subgrantee's bark account or city and county governmental bank accounts. To provide for the necessary and proper internal controls. fond, should be withdrawn and disbursed by no leas than two representatives of the Subgrantee. The Subgrantor will have a lien upon any balance of WIA funds in these accounts, which will take priority over all other liens or claims. lg. Amendments This aubgrant agreement may be unilaterally modified by the Subgrantor under the following circumstances: a). There is an increase or decrease in federal or state funding Levels. b). A modifi cation to the aubgrant is required in order to implement an adjustment to a Subgrantee's plan. C) . Funds awarded to the Subgrantee have not been expended in accordance with the schedule included in the approved Subgrartee's plan. After consultation with the Subgrantee, the Subgrantor has determined that funds will not be spent in a timely manner, and such funds are for that reason to the extent parmltted by and in a earner consistent with stare and federal law, regulations and policies, reverting no the Subgrantor. d). There is a change in state and federal law or regulation requiring a change in tae provisions of this subgrant agreement. s) . An a'.rendment is required to change the Subgrantees' name as listed on Chia aubgrant agreement_ Upon receipt of legal documentation of the name change the stars will process the amendment. payment of invoices presented with a new name cannot be paid prior to 55B -12 WIA SUBGRANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit BB Page 7 of 14 SUBGRANT NO: K594782 MDDIFICATION NO: NEW approval of said amendment. Except as provided above, this SULgrant agreement may be amended only in writing by the mutual agreement of both parties. 11. Reporting , Subgrantee will compile and submit reports of activities, expenditures, status of cash and closeout information by the specified dates as prescribed by the Subgrantor. All expenditure reports must be submitted upon the accrual basis of accounting. Failure to adhere to the reporting requirements of this agreement will result in funds not being released. 12. Termination This subgrant agreement may be terminated in whole or in part for either of the two following circumstances: aj. Termination for Convenience - Either the Sutgrantor or the Subgrantee may request a termination, in whole or in part, for convenience. The Subgrantee will give a ninety- (90) calendar -day advance notice in writing to the Subgrantor. The Subgrantor w'_11 give a ninety (90) calendar -day advance notice in writing to the gubgractee. b). Termination for Cause - The Subgrantor may terminate this subgrant agreement in whole or in part when it has determined that the Subgrantee has substantially violated a specific provision of the WIA regulations or implementing state legislation and corrective action has not been taken. (1). All notices of termination must be in writing and be delivered personally or by deposit in the U. S. Mail, postage prepaid, "Certified Mail- Return Receipt Requested ", and will be deemed to have beer. given at the time of personal delivery or of the date of postmark by the U. S. Postal Service. Notices to the Subgrantee will be addressed toy Mr. David Cavazos City Manager P.O, $,6x 1998 M -31 Santa Ana, CA 92702 -1988 Notices to the Subgrantor will be addressed to! Employment Deve_epment Department Workforce Services Division Financial Management Unit P.O. Box 826880, MIC 69 Sacramento, CA 94280 -0001 13. Records a) . If participants are served under this subgrant agreement, the Subgrantee will establish a participant data system as prescribed by the Sutgrantor. b). Seigxantee will retain all records pertinent to this subgrant agreement for a period of three years from the date of final payment of th =a ribgrars agreement. If, at the end of three years, there is litigation or an audit involving those records, the Subgrantee will retain the re cords until the resolution of such litigation or audit. Refer to 29 CPR, Part 97.42(b)(2) or 29 CPR, Part 95.53(b)(1). c). The Subgrantor and /or the U. S. XL, or their designee (rafer to 29 CFR. Part 95.4B(d) or 29 CFR Part 97.36(i)(10)) will have access to and right to examine, monitor and audit all records, documents, conditions and activities related to programs funded by this subgrant agreement. For purposes of this section, ^access to" means that the Subgrantee shall at all times maintain within the State of California a complete set of records and documents related to programs funded by this agreement. The Subgrantee shall comply with this requirement regardless of whether it ceases to operate or maintain a presence within the State of California before the expiration of the subgrant. Subgrantee's performance under the terms and conditions herein specified will be subject to an evaluation by the Subgrantor of the adequacy of the services performed, timeliness of response and a general impression of the competency of the firm and its staff. 14. Audits a}, The Subgrantee will maintain and make available to auditors, at all levels, accounting and program records including supporting source documentation and cooperate with all auditors. All governmental and non - profit organizations must follow the audit requirements of GMB Isingle audit or program - specific audit requirement) Circular A -133 (29 CFR 97.26 and 29 CFR 95.26). 55B -13 WIA SUBORANT AORUSm T Subgrantee: SANTA AWA FORK CEMTR Exhibit BB Page a of la St1BORANT NO: 9594792 MODIFICATION NOI NEW b). The Subgrantee and /or auditors performing monitoring or audits of the Subgrantee or its sub - contracting service providers will immediately report to the Subgrantor any incidents of fraud, abuse or other criminal activity in relation to this subgrant agreement, the WIA, or its regulations. 15. Disallowed Costa Except to the extent that the state determines it will as sums liability, the Subgrantee will be liable for and will repay, to the Subgrantor, any asounts expended under this subgrant agreement found not to be in accordance with WXh including, but not limited to, disallowed costs. Such repayment will be from funds (Nor. - Federal), other than those received under the WIA. 16, Conflicts a;. Subgrantee will cooperate in the revolution of any conflict with the U. S. DOL that may occur from the activities funded under this agreement. b). In the event of a dispute between the Subgrantor and the Subgrantee over any part of this subgrant agreement, the dispute my be submitted to non - binding arbitration upon the consent of both the Subgrantor and the Subgrantee. M election for arbitration pursuant to this provision will not preclude either party from pursuing my remedy for relief otherwise available. 17. Grievances and Complaint System Subgrantee will establish and maintain a grievance and complaint procedure in compliance with the WIA, federal regulations and state statues, regulations and policy. 19. Property All property, whether finished or =finished documents, data, studies and reports prepared or purchased by the Subgrantee under this subgrant agreement. will be disposed of in accordance with the direction of the Subgrmtor. In addition, any twin and /or equipment furnished to the Subgrantee by the Subgrantor and /or purchased by the Subgrantee, with funds pursuant to this subgrant agreement will be limited to use within the activities outlined in this subgrant agreement and will remain the property of the United States Government and /or the Subgrantor Upon termination of this subgrant agreement, Subgrantee will immediately return ouch tools and/or equipment to the Subgrantor or dispose of them in accordance with the direction of the Subgrantor. 19. Intellectual Property Provisions a). Federal Funding In any subgrant funded in whole or in part by the federal government, Subgrantor may acquire and amintain the Intellectual Property rights, title, and ownership, which result directly or indirectly from the subgrant, except as provided in 17 Code of Federal Regulations part 401.14. However, pursuant to 29 CPR section 97.74 the federal government shall have s royalty -free, non - exclusive, irrevocable, paid -up license throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in any manner for governmental purposes and to have and permit otEers to do so. h). Ownership (1). Except where Subgrantor has agreed in a signed writing to accept a license, Subgreotor shall be and remain, without additional compensation., the sole owner of any and all rights, title and interest in all intellectual property, from the moment of creation, whether or net jointly conceived, that are made, conceived, derived from, or reduced to practice by Subgrantee or Subgrantor and which result directly or indirectly from this aubgrant agreement. {2). For the purposes of this aubgrant agreement, Intellectual Property means recognized protectahle rights and interest such as: patents, ;whether or not issued) copyrights, trademarks, service narks, applications for any of the foregoing, inventions, trade secrets, trade dress, 10909, insignia, color combination.$, slogans, moral rights, right of publicity, author•$ rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, good will, any data or information maintained, collected or stored in the ordinary course of business by Subgrantor, and all other legal rights protecting intangible proprietary information as may exist now and /or hereafter come into existence, and all renewals and extensions, regardless of whether those rights arise under the laws 02 the United States, or any other state. country or jurisdiction. (a). For the purposes of the definition of Intellectual Property, "works" means all Literary works, writings and printed matter including the medium by which they 55B -14 MIA SUBGRANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit BE Page 9 of 14 SUBGRANT NO: 8594782 MODIFICATION NO: NEW are recorded or reproduced, photographs, art work, pictorial and graphic representations and worka of a similar nature, film, motion pictures, digital images, animation cells, and other a+.dioviaual works including positives and negatives thereof, sound recordings, tapes, educational materials, interactive videos, computer software and any ocher materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed for the purposes of producing those final products. -works, does not include art isles submitted to peer review or reference journals or independent research Projects. (3). In the performance of this subgrant agreement, Subgrantee may exercise and utilise terrain of its Intellectual Property in existence prior to the effective date of this subgrant agreement. In addition, under this aubgrant agreement, Subgrantee may access and utilize certain of Suograntor's intellectual property in existence prior to the effective date of this auogrant agreement. Except as otherwise set forth herein, 3ubgrantee shall not use any of Subgrantovs Intellectual property now existing or hereafter existing for any purposes without the prior written permission of Subgrantor. Except as otherwise set forth herein, neither the Subgrantee nor Subgrantor shall give any ownership interest in or rights to its Intellectual Property to the other Party. if, during the term of this subgrant agreement, Subgrantee screens. any third -party Intellectual Property chat is licensed to 3ubgrantor. Subgrantee agrees to abide by all license and confidentiality restrictions applicable to Subgrantor in the third- party,e license agreement. (4). Subgrantee agrees to cooperate with Subgrantor in establishing or maintaining Subgrantor's exciusive rights in the Intellectual property, and in assur -ng Subgrantor's sole rights against third parties with respect to the Intellectual Property. If the 3ubgrantee enters into any agreements or subcontracts with other Parties in order to perform this subgrant agreement, Subgrantee shall require the terms of the agreament(a) to include all Intellectual Property provisions of paragraph nineteen a) through nineteen 1). Such carne met include, but are not limited to, the subcontractor assigning and agreeing to assign to 3ubgrantor all rights, title and interest in intellectual Proparty made, conceived, derived from, or reduced to practice by the subcontractor, subgrantes or subgrantor and which result directly or indirectly from this subgrant agreement or any subcontract. (5). Pursuant to paragraph nineteen (b) (4) of the Intellectual Property Provisions Di Exhibit BB to this subgrant agreement, the requirement for the Subgrantee to include all Intellectual Property Provisions of paragraph nineteen 61 through nineteen i) of the Intellectual Property Provisions in all agreements and subcontracts it enters into with other parties does not apply to subgrant agreements or subcontracts that are for customized and on- the -job training as authorized under 20 CFR 663.700 -730. (6). Subgrantee further agrees to assist and cooperate with Subgrantor in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce Subgrantor's Intellectual Property rights and interests. c). Retained Rights / License Rights (L . Except for Intellectual Property made, conceived, derived from, or reduced to practice by Subgrantee or Subgrantor and which result directly or indirectly from this subgrant agreement, Subgrantee shall retain title to all of its Intellectual Property to the extant such Intellectual Property in in existence prior to the effective date of t -nia aubgrent agreement. Subgrantee hereby grants to Subgrantor, without additional compensation, a permanent, non - exclusive, royalty free, paid -up, worldwide, irrevocable, perpetual, non - terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display /perform, distribute, and dispose of Subgrantee's intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the intellectual Property resulting from this subgrant, unless Subgrantee assigns all rights, title and interest in the Intellectual Property as set forth herein. (2i. Nothing in this provision shall restrict, limit, or otherwise prevent Subgrantee from using any ideas, concepts, know -how, methodology or techniques related to its performance under this subgrant agreement, provided that Subgrantea's use does not infringe the patent, copyright, trademark rights, license or other intellectual Property rights of Subgrantor or third party, or result in a breach or default of any provisions of paragraph nineteen a) through cireteen i) or result in a breach of any provisions of law relating to confidentiality. d). Copyright (1) Subgrantee agrees that for purposes of copyright law, all works (as defined in Ownarshlp, paragraph nineteen (b) (e (a? of authorship made by or on behalf of 55B -15 WIA SOBORAN'I AGREEMENT Subg.:anuse: SANTA MA WORK CFNTTK Exhibit Be Page 1D of 14 SGBGRANT NO: K594782 MODIFICATION NO: NSW Subgrantee in connection with Subgrantee's performance of this subgrant agreement shall be deemed -works made for hire.^ Subgrantee further agrees that the work of each person utilised by Subgrantee to connection with the performance of this subgrant agreement will be a "work ,made for hire," whether that person is an employee of Subgrancee or that person has entered into an agreement with Subgrantee to perform the work. Subgrantee shall enter into a written agreement with any such person that: (S) all work performed for Subgrantee shall be deemed a "work made for hire under the Copyright Act and (Si; that person shall assign all right, title, and interest to Subgrantor to any work product made, conceived, derived from or reduced to practice by Subgrantee or Subgrantor and which result directly or indirectly from this subgrant. agreement. Refer to 29 CPR, Part 95, Appendix A 5 or Part 97.34. (2) All material., including, Out not limited t0, computer software, visual works Or text, reproduced or distributed pursuant to this subgrant agreement that include Intellectual Property made, conceived, derived from, or reduced to practice by Subgrantee or Subgrantor and which result directly or indirectly from this eubgrant agreement may not be reproduced or disseminated without prior written permission from Subgrantor. e). Patent Rights With respect to inventions (refer to 29 CM, 99.36(1)(8)) made by Subgrantee in the performance of this subgrant agreement, which did not result from rasearch and development specifically included in the S•,)bgrant'a scope of week, Subgrantee hereby greats to Subgrantor a license me described under paragraph nineteen e) far devices or material incorporating, or made through the use of such invention, if suet. inventions result from research and development work specifically included within the subgrant agreement's scope of work, then Subgrantee agrees to assign to Suubgrantcr, without addition compensation, all its right, title and interest in and to such inventions and to assist Subgrantor in securing United States and foreign patents with respect thereto. V. Third -Party Intellectual Property Except as provided herein, Subgrantee agree. that its performance of this subgrant agrecmcat shall not be dependent upon or include any intellectual Property of Subgrantee or third party without first: (i) obtaining Subgrantor's prior written approval; and fill granting to or obtaining far Subgrsntor's, without additional compensation, a license, as described in paragraph nineteen c), for any of Subgrantee's or third - party's Intellectual Property in existence prior to the effective date of this subgrant agreement, If such a license upon these terms is unaetainacle, and Subgrantor determines that the Intellectual Property should be included in or is required for Subgrantee's performance of this subgrant agreement, Subgrantee shall ottain a license under terms acceptable to Subgrantor. g) . Warranties (S). Subgrantee represents and warrants that: (a). It has secured and will secure all rights and licensee necessary for its performance of this subgrant agreement. (bl. Neither Subgrantse's performance of this subgrant agreement, nor the exercise by either Party of the rights granted in this subgrant agreement, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private di.play /performance, distribution, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subgrantee or Subgrantor and which result directly or indirectly from this subgrant agreement will infringe upon or violate any Intellectual Property right, con- dfsoloeure obligation, or other proprietary right or interest of any third -party or entity now existing under the laws of, or hereafter existing or issued by, any state, toe United States, or any foreign country. There are currently no actual or threatened claims by any such third party based on an alleged violation of any such right by Subgrantee. (e). Neither Subgrantee's performance nor any part of its performance will violate the right of privacy of, or constitute a libel or slander against any person or entity. ;d). It has secured and will secure all rights and licenses necessary for Intellectual Property including, but net limited to, consents, waivers or releases fran all authors. ;e). Of music or pe:'formances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites Locations, property or props that may be used or shown. !f!. it has not granted and shalt lot grant to any person or entity any right that would or might deracate, encumber, or interfere with any of the right. granted to Subgrantor in this eubgranL agreement. 55B -16 WIA SUBGRANT AGREi T Subgrantee: SANTA ANA 'WORK CZNTER Exhibit SB Page 11 of 14 SUBGRANT W: K594782 MODIFICATION W: NEW (g). It has appropriate systems and controls in place to ansure that state and federal funds will not be used in the performance of this subgrat. agreement for the acquisition, operation or maintenance of computer software in violation of copyright lava. Ih). It has no knowledge of any outstanding claims, Ilcaneee or other charges, liens, or encumbrances o_ any kind or nature whatsoever that could affect in any way Subgrantee'a performance of this subgrent agreement. (i). SUSGRA.NTOR MAKES W WARRANTY, THAT THE INTELLECTUAL PROPERTY RgSULTING FROM THIS SUBGRANT AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADSMARK, COPYRIOIC OR THE LIKE, NOW RRISTIW OR SUBSEQUENTLY ISSUED. h1. Intellectual Property Indemnity (1) . Subgrancee shall indemnify, defend and 'hold harmless Subgrantor and its linens,... and assignee*, and its officers, directors, employees, agents, representatives, succeaeors, and users of its products, 01demnities0) from end against all claim., actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto line luding, but not limited to, all legal expenses, court costs, and attorney's fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indamnvties may be subject, whether or not Subgrantee is a party to any pending or threatened litigation, which arise out of or are related to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of Subgrmntee pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of Subgrantor's use, reproduction, manufacture, sale, offer to .ell, distribution, import, export, modification, public and private performance /display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subgrantoe or Subgrantor and which result directly or indirectly from this aubgrant agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the affective date of this wubgrsnt agreement. Subgrantor reserves the right to participate in and /or control, at Subgrantse's expense, any such infringement action brought again- Subgrantor. W. Should any Intellectual Property licensed by the eubgrantes to Subgrantor under this aubgrant agreement become the subject of an Intellectual property infringement claim, Subgrantee will exercise its authority reasonably and in good faith to preserve Subgrannor•s right to use the licensed Intellectual Property in accordance with this smbgrant agreement at no expansa to Subgrantor. Subgrantor shall have the right to monitor and appear through its own counsel (at Subgrantee's expense) in any such claim or action. rn the defense or settlement of the claim, Subgrantee may obtain the right for Subgrantor to continue using the Licensed Intellectual Property or, replace or modify the licensed Intellectual Property an that the replaced or modified Intellectual Property becomes non - infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property, If such remedies are net reasonably available, Subgrantor nay be entitled to a refund of all monies paid under thin aubgrant agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3). Subgrantee agrees that damages alone would be inadequate to compensate Subgrantor for breach of shy term of these Intellectual Property provisions of paragraph nineteen a) through nineteen 1) by Subgrantee. Subgrantee acknowledges Subgrantor would suffer Irreparable harm in the event of such breach and agrees Subgrantor shall be entitled to obtain equitable relief, including without limitation in injunction, from a court of competent 'urisdiction, without restriction or limitation of any other rights and remedies available at law or in equity. i) . Survival The provisions sec forth herein shall survive any termination or expiration of this aubgrant agreement or any project schedule. 23. Confidentiality Requirements The State of California and the Subgrantea will exchange various kinds of information pursuant to this subgrant agreement. That information will include data, applications, program files, and information about specific clients receiving services. These data and information are contidentiai when they define an individual or an employing unit or when the disclosure is raazricted or prohibited by any provision of law. Confidential information requires specie. precaution. to protect it from unauthorized use, acres., disclosore, nadi`'icatiun, and destruction. The sources of information may include, but are not limited to, the Employment 55B -17 W1A SDBGRANT AGREMS T Subgrantee: SANTA ANA WORK CSNTSA Exhibit an page 12 of la SUSORANT ND: 094782 N.ODIPICATION N0: NEW Development Department, the California Department of Social Services, the California Department of Education, the California Department of Corrections, the County Welfare Department (a), the County IV -D Directors Office of Child Support, the Office of the District Attorney, the California Department of Mental Health, the California office of Community Colleges, the Department of Alcohol and Drug Programs, and individuals requesting program services. The Subgrantor and Subgrantee agree that: a). Each party shall keep all confidential information that is exchanged between them in the strictest confidence and make such information available to their own employees mly on a "need -to-know- basis. b). Each party e1ma'_1 provide security sufficient to ensure protection of confidential information from improper use and disclosures, including sufficient administrative, physical, and technical safeguards to protect this information from reasonable unanticipated threats to the security or confidentiality of the information. c) . Tee Subgrantee agrees that information obtained under this subgrant agreement will not be reproduced, published, sold or released In original or in any other form for any purpose other than those specifically identified in this agreement. 1. Aggregate Summeries: All reports and /or publications developed by the Subgrantee based on data obtained under this agreement shall contain confidential data in aggregated or etatistical summary form only. 'Aggregated- refera to a data ouput that does not allow identification of an individual or employer unit. ii. Publication: Prior to publication, Subgrantee shall carefully analyze aggregated data outputs to ensure the identity of individuals and /or employer units cannot be inferred pursuant to Omemploymeat Insurance Code section 1094 to) . personal identifiers must be removed. Geographic identifiers should be specified only in large areas and as needed, and variables should be recorded in order to protect confidentiality. iii. Minimum Data Call Size: The minimum data cell size or derivation thereof shall be three participants for any data table released to outside parties or to the public. d). Each party agrees that no disaggregate data, identifying individuals or employers, shall be released to outside parties or to the public. e). The Subgrantee shell notify Subgrantor's Information Security Office of any actual or attempted information security incident$, within 24 hours of initial detection., by telephone at (916) 654 -6231. Information Security Incidents include, but are not limited ho, any event (intertional or unintentional), that causes the lose, damage, or destruction, or •unauthorized access, use, modification, or disclosure of information assets. The Subgrantee shall cooperate with the Subgranter in any investigations of security incidents. The system or device affected by an information security incident and containing confidential data obtained in the administration of this program shall be immediately removed from operation upon confidential data exposure or a known security breach. It shall remain removed from operation until correction and mitigation measures are applied. If the Subgrantee learns of a breach in the security of the system which contains confidential data obtained under this Subgrant, then the Subgrantee most provide notification to individuals pursuant to Civil Code section 1798.92. f) . The Subgrantee shall provide for the management and control of physical access to information assets (including personal computer systems, computer terminals, mobile computing devices, and various electronic storage mad'-a) used in performance of this Subgrant. This shall include, but is not limited to, security measures to physically protect data, systems, and workstations from unauthorized access and malicious activity; the prevention, detection, and suppression of fires; and the prevention, detection, and minimization of water damage. g) At no time will confidential data obtained pureusnt to this agreement be placed on a while computing device, or on any form of removable electronic storage media of any kind unless the data are fully encrypted. !i). each party shall provide its employees with access to confidential information with written instructione fully disclosing and explaining the penalties for unauthorized use or discloaure of confidential information found in faction 1798.55 of the Civil Code, section 582 of the Penal Code, section 2111 of the Unemployment Insurance Code, section 1095) of the welfare and Institutions Code and other applicable local, state and = aces- lawa. 11. Each party shall (where it is appropriate) store and process information in electronic format, in such a way that unauthorized persons cannot reasona,,y retri.eve the information by means of a computer. 1). F.arh party shall promptly return to the other party confidential information when its use ends, or destroy the confidential information utilizing an approved method of destroying 55B -18 WIA SU30RANT ACREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit BB Page 13 of 14 SUOGRAN: No: K594782 WDIPICAT:Cls NO: NEW confidential information: shredding, burning, or certified or witnessed destruction. Magnetic media are to be degaussed or returned to the other party. k). If the Subgrantor or Subgrantee enters into an agreement with a third party to provide NIA services, the Subgrantor or Subgrantee agrees to include these data and security and confidentiality requirements in the agreement with that third party. In no event shall said Information be disclosed to any individual outside of that third party's authorised staff, subcontractor(s), service providers, or employees. 1) . The Subgrantee may, in Its operation of the Me- Stops, permit a One -Stop Operator to enter Into a Subcontract to manage confidential information. This subcontract may, allow an individual to register for resume- distribution services at the asset time the individual enrolls in CalOOBS. Subgrantee shall ensure that all such subcontracts comply with the intellectual property requirements of paragraph 19 of this Subgrant, the oonfidertlality requirements of paragraph 2C of this Subgrent and any other terms of this Subgrart that may be applicable. In addition, the following requirements must be included in the subcontracts: (1) All client information submitted over the Internet to the subcontractor's databases must be protected, at a minimum, by 129 -bit Secure Socket Layer 199L) encryption. Clients' social security numbers must be stored in a separate database within the subcontractor's network of servers, and protected by a firewall and a eeeondary database server firewall or ASS data encryption. It a subcontractor receives client Social security numbers or other confidential Sntormacion in the course of business, for example a resume - distribution service that provides enrollment in CtIJODS, social security numbers must be destroyed within two days after the client registers for CaLmBS. If a subcontractor obtains confidential information as an agent of the subgrantee, the subcontract must specifically state the purpose for the data collection and the term of records retention meet be stated, and directly related, to the purpose and use of the inform Lion. in accordance wiht 29 Coda of Mental Regulations 97.42, social security numbers and other client specific information shall not be retained for more then three years after a client Completes services. The subgrantee should extend this period, only if any litigation, claim, negotiation, audit, or other action involving the records has been started before the and of the the three -year retentioa period. In this case the records should be maintained until completion of the action sad resolution of all issues arising iron it, or until the close of the three -year retention period, whichever is later. (29 CSR sec. 99.42 (b)(2).) (2) Client information (personal information than identifies a client such as name and social security number) anal /or demographic information of a client (such as wage history, address, and previous employment) shall rot be used as a basis for Cortmercial solicitation during the time the client or agency is using the subcontractor's services Client information and /or demographic information shall not be used for any purposes other than those specific program purposes set forth in the subcontract. (0) A One -Stop client moat still he given the option to use the One - Stop's services, including CalJOBS, even if he or she chooses not to use any services of the subcontractor. This option shall be prominently, clearly, and immediately communicated to the client upon registration within the One -Stop or for Ca1JOSS, the subcontractor's resume - distribution services, or any other services subcontractor offers to the client or the One -Stop Operator. (4) The subcontractor must clearly disclose all of its potential and intended uses of the client's personal and /or demographic information for the services the clients seeks and for any other services the subcontractor offers. The subcontractor shall not use a client's personal and /or demographic information without the client's prior permission. A link to the subcontractor's Privacy Policy shall appear prominently on the registration screens that list the potential and intended uses of the client's personal and /or demographic information. (51 when the Subgrar-tnr modifies State automated systems such as the State CalJOHS System, it shall provide reasonable notice of such etanges to the Subgrantee. The Subgrantee shall be responsible to communicate such changes W tha One -Stop Operator(s) in the Local. area m;. Each party shall deetgnste an employee who shall be responsible for overall security and confidentiality of its data and information systems and each party shall notify the other of any changes in that designation. As of this date, the following are these individuals: FOR THE SUBGRAHTOA .Name: Cindy Hobart Title: Section Manager Address: P.O. Box 826980, M:C 63 Sacramento, CA 9428)-0 OOi Telephone: 1916) 651 -5955 55B -19 NIA BOBORANT AaREEnmvr Subgrantee: SANTA ANA SARK CRNTRR Exhibit BE Page 14 Of 14 SUBORAi."." NO: &594782 MOOIFI:ATION NO: NEW Fax: (916) 654 -9586 FOR THE SUBORANTES Name: Debor h Sanchez Title: MIS Administrator Telephone: (714) 565 -2621 Fax` (714) 565 -2602 21, Signateres Thin oubgrant agreement is of no force aad effect until signed by both of the parties hereto. Subgran_ee will not commence performance prior to the beginning of this aubgrant agreement. Revised October 2007 55B -20 EXHIBIT COVER SHEET SUEORANT NO: %534782 EXHIBIT DO MODIFICATION NO: 00 Page 1 Cr 1 SUBGRANTEE; SANTA ANA WORK CENTBR PJNDINO SOURCE' NSA TITLE I YO[T.t( FORMULA 301 TERM OF THESE FUNDS: 04/01/2014 TO: 06/39/2016 -------------- -------- ----------------------------------------------- Use of funds added by this modification is limited to this period sad additionally limited by the recapture provisions applicable to this funding sou =ce. The state may at its discretion recapture funds obligated ` under this exhibit, if expenditure plane are not being met. ------------------------ _------------------------- .---------------------------- PROORAM NARRATIVE The purpose of this action is to initiate this Local Workforce Investment AreaPa (T.WIA) new Program Year 1PY) 2014 -15 Workforce Investment Act (NIA) Title I SUbgrant agreement and to incorporate WIA Youth formula funding into Grant Code (CC: 301. The amount in OC 301 represents this LWTA'a entire youth formula allocation for PY 2014 -15. The term date for these Sunda is April 1, 2014 to June 30, 2016. The LWIA will operate the WIA program in accordance with the approved Workforce Investment Plan on fila in the Workforce Senvicea Division of the Rmploymont Development Department, P.C. Box 826582, WIC 50, Sacramento, CA 92480 -0001. ------------- ----------------------------------------------- -------------------- .--------- . This exhibit adds to and does rot replace the terms and conditions of any other exhibit included in this agreement which terns and conditions remain in full force and effect. --------- -------------- -._ ------- •------- •----------- .-___.------- _------------------ . ------ WIA I3 /2000) 55B -21 SUBGRANTEE TAX IDENTIFICATION DATA UNIVERSAL NUMBERING SYSTEM (DUNS) INFORMATION FORM Tb be completed for each subgrantee. Return to: Attention: Contracts Analyst .. Financial Management Unit Workforce Services Division P.O. Box 826880, MIC 69 Sacramento, CA 94280 -0001 Subgrantee Name Subgrantee Address Subgrantee JTA Code (3 letters) Employer Identification Number (EIN)/Federal Tax Identification Number (Refer to wwww.irs.eov) Data Universal Numbering System (DUNS) (Refer to WSD12 -1 t) Person to contact regarding this form Phone Number ( ) Date 55B -22 CURRENT SUBGRANTEE INFORMATION FORM Failure to Complete Form Will Delay Processing of Your Subgrant 55B -23 One -Stop Office Change Form - Type 3 Approval Contact Name: Email: offi.e Manager /Administrator(print name and title) Signature Page 1 of t 55B -26 Date 1' Please enter Ono-Stop information .. anV Changes Today's Date: Effective Date of Change: County Location: One Stop Name: Office Street Address: City: Zip Code: Operating under LW IA /LW IB: ITEM NO. Action Codes New Information (type or print) A C D 1 Sta eeAnd Zip Physical Address, City, Z Mailing Address (if different) 3 r7 M County q Public Phone 5 0 El Public Fax g TTY Number 7 Hours B C1 El I Service Level 9 Web She Address 10 Manager/Administrator 11 Contacts Email Address 12 _LL Operatin UnderLW16 /LWIA Key: A= Add, G Change, D= Delete Approval Contact Name: Email: offi.e Manager /Administrator(print name and title) Signature Page 1 of t 55B -26 Date 1'