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55A - RESO - AA - AGMT - WIOA FUNDS
REQUEST FOR C©'UNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 18, 2015 TITLE: RESOLUTION, APPROPRIATION ADJUSTMENT, AND SUBGRANT AGREEMENT ACCEPTING FEDERAL WORKFORCE INNOVATION AND OPPORTUNITY ACT TITLE I FUNDS FOR PROGRAM YEAR 2015 -2016 {STRATEGIC PLAN NO �;4} RECOMMENDED ACTION! CLERK OF COUNCIL USE ONLY: APPROVED ❑', As Recommended ❑I As Amended ❑ Ordinance on Tst Reading. ❑ Ordinance on 2 0d Reading Implementing Resolution ❑' Set Public Hearing, For CONTINUED TO FILE NUMBER 1. Adopt a resolution authorizing the City Manager or designee to enter into a sub -grant agreement, for a period from April 1, 2015 to June 30, 2017, to receive funds for the Federal Workforce Innovation and Opportunity Act with the State of California Employment Development Department. 2. Authorize the City Manager and Clerk of the Council to execute the attached sub -grant agreement and all necessary documents with the State of California Employment Development Department, for a period from April 1, 2015 to June 30, 2017, for an amount of $1,136,469. 3. Approve an appropriation adjustment recognizing an additional $13,554 of Workforce Innovation and Opportunity Act Youth funds in the revenue account and appropriating the same in expenditure accounts. DISCUSSION The federal Workforce Innovation and Opportunity Act (WIOA) was signed into law on July 22, 2014. WIOA is designed to help job seekers access employment, education, training, and support services to succeed in the labor market and to match employers with the skilled workers they need to compete in the global economy. WIOA supersedes the Workforce Investment Act of 1998 and is the first legislative reform of the public workforce system in 15 years. The Act takes effect on July 1, 2015 with the Department of Labor responsible for its implementation. California is a direct recipient of WIOA funding and contracts with designated Local Workforce Development Areas (LWDA) to address workforce needs of employers and the community. 55A -1 WIOA Title I Sub -grant for PY 2015 -16 August 18, 2015 Page 2 Recently, the California Workforce Investment Board recommended approval that Santa Ana be designated as a local workforce development area under WIOA. The Governor and Secretary of the Labor and Workforce Development Agency concurred with the recommendation. The designation is from July 1, 2015 to June 30, 2017 and will be reviewed and evaluated every two years against federal performance and compliance outcomes. A new sub -grant agreement is required at the beginning of each program year in order to receive WIOA funds as allocated by the State of California. Upon document execution and submission to the Workforce Services Division of the State Employment Development Department (EDD), the City's allocation for Program Year 2015 -2016 will be: No further action will be required by the City to receive the Adult, Dislocated Worker, and Rapid Response funds as EDD will disburse through unilateral subgrant modifications later in the program year. Upon receipt of the modifications, requests to authorize the expenditure of the additional program grant funds will be brought back to Council. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #2 Youth Education, Recreation, Objective #4 (Partner with groups and organizations to promote education, senior services, job training and development for all Santa Ana residents). FISCAL IMPACT The adopted FY 2015 -16 budget included the estimated $1,122,915 in WIOA Youth grant funding. The final program allocation total is $13,554 greater than the original amount budgeted. Approval of the appropriation adjustment will recognize $13,554 in revenue account (no. 12318002- 52001) and increase the budgets in the following expenditure accounts: Account Amount 12318750 -69135 WIB Youth Council Payment to Subagent $12,199 12318752 -61000 One Stop Admin Salaries - Regular 1,355 TOTAL $13,554 Planned expenditures for FY 2015 -16 is approximately $890, 295. Any remaining balances at the end of the fiscal year will be carried forward for expenditure in FY 2016 -17. 55A -2 Adult Dislocated Worker Youth Rapid Response Totals Final Allocation Amounts $1,112,927 $713,948 $1,136,469 $332,738 $3,296,082 Budgeted Amounts $1,100,490 $702,725 $1,122,915 $173,260 $3,099,390 Difference $ 12,437 $ 11,223 $ 13,554 $159,478 $ 196,692 No further action will be required by the City to receive the Adult, Dislocated Worker, and Rapid Response funds as EDD will disburse through unilateral subgrant modifications later in the program year. Upon receipt of the modifications, requests to authorize the expenditure of the additional program grant funds will be brought back to Council. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #2 Youth Education, Recreation, Objective #4 (Partner with groups and organizations to promote education, senior services, job training and development for all Santa Ana residents). FISCAL IMPACT The adopted FY 2015 -16 budget included the estimated $1,122,915 in WIOA Youth grant funding. The final program allocation total is $13,554 greater than the original amount budgeted. Approval of the appropriation adjustment will recognize $13,554 in revenue account (no. 12318002- 52001) and increase the budgets in the following expenditure accounts: Account Amount 12318750 -69135 WIB Youth Council Payment to Subagent $12,199 12318752 -61000 One Stop Admin Salaries - Regular 1,355 TOTAL $13,554 Planned expenditures for FY 2015 -16 is approximately $890, 295. Any remaining balances at the end of the fiscal year will be carried forward for expenditure in FY 2016 -17. 55A -2 WIOA Title I Sub -grant for PY 2015 -16 August 18, 2015 Page 3 Kelly Re de Executi Director Community Development Agency DS /sb Exhibit: 1. Resolution 2. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 55A -3 55A -4 ROH — 08/04115 RESOLUTION NO. 2015- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE A SUBGRANT AGREEMENT AND ALL NECESSARY DOCUMENTS TO RECEIVE FUNDS FOR THE WORKFORCE INNOVATION AND OPPORTUNITY ACT WITH THE STATE OF CALIFORNIA, WORKFORCE SERVICES DIVISION, THROUGH PROGRAM YEAR 2018 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 Innovation and Opportunity Act (WIOA) of 2014 provides funds to Local Workforce Development Areas (LWDA) to operate job - training programs permissible under the Act for adults, dislocated workers and youth meeting specific criteria set forth in the Act. B. Recently the California Workforce Investment Board recommended approval that Santa Ana be designated as a local workforce development area under WIO& The Governor and Secretary of the Labor and Workforce Development Agency concurred with the recommendation. The designation Is from July 1, 2015 to June 30, 2017. 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 WIOA funds as they are allocated by the State of California at the beginning of each new fiscal year. D. Submittal of the sub -grant agreement will enable the City to receive WIOA Youth Formula Funds. The City will also receive Adult and Dislocated Worker Formula Funds through a unilateral modification from the State of California, 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. 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 Services Division, for the next three (3) EXHIBIT 1 Resolution No, 2015•XXX 55A -5 Page 1 of 2 years of the WIOA program, until ,tune 30, 2018, so long as the City remains designated as a local workforce development area under WiOA. Section I 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 2015. 1. APPROVED AS TO FORM: Sonla f, yalh4, City Attorney ME City AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Counclimembers: CERTIFICATION OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of Council, do hereby attest to and certify the attached Resolution No. 2015- to be the original resolution adopted by the City Council of the City of Santa Ana on .2015. Date: Clerk of Council City of Santa Ana • ' •, Resolution No, 2015 -XXX Page 2 of 2 WIOA SUBGRANT AGREEMENT SUBGRANT NO: X698383 MODIFICATION NO: New SAN - 083153247 SANTA ANA WORKFORCE INV BOARD SUBGRANTER CODE: SAN SUBGRANTOR: SUBGRANTEE: SANTA ANA WORKFORCE INV BOARD State of California 1000 E. SANTA ANA BLVD, Employment Development Dept. SANTA ANA, CA 92701 Workforce Services Division P.O.Box 826680, MIC 69 GOVERNMENTAL ENTITY: Yes Sacramento, CA 94280 -0001 This Subgrant Agreement is entered into by and between the State of California, Employment Development Department, hereinafter the Subgrantor, and the SANTA ANA WORKFORCE INV BOARD, hereinafter the Subgrantee. The Subgrantee agrees to operate a program in accordance with the provisions of this Subgrant and to have an approved WIOA Local Plan for the above name Subgrantor filed with the Subgrantor pursuant to the Workforce Innovation and Opportunity Act (WIOA). This modification consists of this sheet and those of the following exhibits, which are attached hereto and by this reference made a part hereof: Funding Detail Chart. General Provisions Youth Formula Rd I ALLOCATION(s) PRIOR AMOUNT: $0.00 The Subgrantor agrees to reimburse the Subgrantee INCREASE /DECREASE: $1,136,469.00 not to exceed the amount listed hereinafter 'TOTAL' TOTAL: $1,136,469.00'. TERM OF AGREEMENT Terms of Exhibits are as From:4 /1/2015 To: 6/30/2017 designated on each exhibit'. PURPOSE: To initiate Program Year (PY) 2015 -16 WIOA Subgrant and incorporate WIOA Youth formula funding under grant code 301. Term of these funds is from 04/01/2015 - 06/30/2017 APPROVED FOR SUBGRANTOR(EDD)(By Signature) Name and Title LfOSk LUIS MARQUEZ CHIEF WORKFORCE SERVICES DIVISION APPROVED FOR SUBGRANTEE (By Signature) Name and Title David Cavazos City Manager I hereby certify that to my knowledge, the budgeted This agreement does not fall within the meaning of funds are available for the period and purpose of Section 10295 of Chapter 2 of Part 2 of Division 2 of expenditures as stated herein the Public Contract Code of the State of California and pursuant to 58 OPS Cal. Atty. Gen 586, is exempt from review or approval of the Dept. of General Services and the Dept. of Finance Signature of EDO Accounting Officer Bvd,d Item: 7100 Pond: 0669 Budgetary Atlwhm.W: No Chepter, 025 Smtute: 2014 F;14115 Attorney Signature of EDD Contract Officer 55A -7 Page I of 13 Page 1 $QEGRANT AGREEMENT $UBGRANT NO: K698383 FUNDING DETAIL SHEET MODIFICATION NO: New BANTA ANA WORKFORCE INV BOARD T. Allocation All reference we f.o the Workforce Innovation and opportunity Ae.c of 2014, Title I„ unless otherwise noted. page 2 of 13 For modifications purposes only. All other estme end conditions of this exhibit not inwluded heroin remain '• • NARRATIVE SUBGRANT NO:K688383 MODIFICATION N0: 0 SUBGRANTEE;SANTA ANA WORKFORCH INV HOARD FUNDING SOURCE: Youth Formula Rd 1 - 301 TERM OF THESE FUNDS: 04/01/2015 - 06/30/2017 ............................ .. ............................. ... vee oP funds added by this nlodif ication is Limited to this :period and additionally limited by the recapture provisions ,applicable to this funding source. The state may at its ;discretion recapture funds obligated under this exhibit, if ;expenditure plans are not being met. ' .................................... ......................... I PROGRAM NARRATIV2 The purpose of this action is to initiate this Local Workforce Development Area's (LWDA) new Program Year (PY) 2015 -16 Workforce Innovation and Opportunity Act (WIOA) Title I subgrant agreement and to incorporate WIOA Youth formula funding into Grant Code (GC) 301. The amount in GC 301 represents this LWDA's entire youth formula allocation for PY 2015 -16. The term date for theme funds is April 1, 2015 to Tune 30, 2017. The LWDA will operate the WIOA program in accordance with the approved Workforce Innovation and opportunity Plan on file in the Central Office Workforce services Division of the Employment Development Department, P.O. Box 826882, MIC 50, Sacramento, CA 92480 -0001. ......................... e_._.._..__..__.__.................,.... ......,..,..,.................. 4Thi5 exhibit adds to and dose not replace the terms and conditions of any other exhibit included ;in this agreement which terms and conditions remain in full force and effect. .. ............................................... ......__..._.._-- .._.__. -._... ............. WIOA (2015) 55A -9 Page 3 of 13 Subgrantee:SANTA ANA WORKFORCE INV BOARD Subgrant No;K6983B3 Modification NOS New WIOA SUSGRANT AGREEMENT 1• Compliance In performance of this subgrant agreement, Subgrantee will fully comply with: a), The provisions of the Workforce Innovation and Opportunity Act (WIOA), the Office of Management and Budget (OMB) Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Final Rule at 2 Code of Federal Regulations (CFR) Chapter I and Chapter IT, Part 200, at a1 (here after referred to as Uniform Guidance 2 CFR Part 200) and the Department. of Labor's (DOE) exceptions at 2 CFR Chapter II, Part 2900, at al, (here after referred to as DOE Exceptions 2 CFR Part 2900) and all 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 WIOA. c). The provisions of Public Law 109 -280, Sobs for veterans Act, as the law applies to DOL 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 WIOA• Subgrantee agrees to conform to the provisions of the WTOA and the contract requirements as referenced in Uniform Guidance 2 CFR Part 200, Appendix IT, and DOD Exceptions 2 CFR Part 2900, Appendix II to Part 200. This subgrant agreement contains the entire agreement of the parties and supersedes all negotiations, verbal or otherwise and any other agreement between the parties hereto. This subgrant agreement is not intended to and will not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association between the "pass - through' entity and the Subgrantee. Subgrantee represents and warrants it is free to enter into and fully perform this subgrant agreement. 2. Certification / Assurances Except as otherwise indicated, the following certifications apply to all Subgrantee's• a) . Corporate Registration: The Subgrantee, if it is a corporation, certifies it is 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 1990, which, prohibits discrimination on the badio of disability, as well as all applicable regulations and guidelines issued pursuant to AGA, ( 42 U.5.C.12101 at seq) . c). Sectarian Acti.Vi.t.ie6: The Subgrantee certifies that this subgrant agreement does not provide for the advancement or aid to any religious seat, church or creed, or sectarian purpose nor does it help to support or sustain any school, college, university, hospital or other institution Controlled by any religious creed, church, or sectarian denomination whatsoever, as specified by Article XVI, Section 5, of the Constitution, regarding separation of church and state. d). National Labor Relations Hoard: The Subgrantee (if not a public entity), by signing this subgrant agreement, does swear under penalty of perjury, that no more than one final unappeasable finding of contempt of court by a federal egart has been issued against the Subgrantee within the immediately preceding two -year period because of Subgrantee's failure to comply with an order of a federal ucurt, which orders the Subgrantee to comply with an order of the National Labor Relations Board (PCC10296). e). Prior Findings: Subgrantee, by signing this subgrant agreement, dose swear under penalty of perjury, that it has not failed to satisfy any major condition in a current or previous subgrant agreement with the DOE or the State of California and has not failed to satisfy conditions relating to the resolution of a final finding and determination, including repayment of debts. f) . Drug -Free Workplace Certification: By signing this subgrant agreement the Subgrantee hereby certifies under penalty of perjury, under the laws of the State of California, that the Subgrantee will comply with the requirements of the Drug -pree workplace Act of 1990 and will provide a drug -free workplace by Lakilty the fol'iuwing actions: (1) . Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. (2). Establish a Drug -Free Awareneos Program as required to inform employees about: - the dangers of drug abuse I. the workplace; - the person's or organization's policy of maintaining a drug -free workplace; - any available counseling, rehabilitation and employee assistance programs; and, - penalties that may be imposed upon employees for drug abuse violations, (3). Every employee who works on this subgrant agreement will: - receive a copy of the company's drug -fz'ee policy statement) and, - agree to abide by the terms of the company's statement as a condition of employment on the subgrant/contract, g). Child Support Compliance Act: In accordance with the Child Support Compliance Act, the 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 informan.ton and compliance with earnings assignment orders, as provided in Chapter 8 Page i of 13 55A -10 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and that to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Employea 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 Suspension, Uniform Guidance 2 CFR Part 200, Appendix I that the prospective participant (i.e., grantee), to the beet of its knowledge and belief, that it and its principals: (1) . Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency. (2), gave not within a three -year period preceding this subgrant agreement been convicted of or had a civil judgement rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction, violation of federal or state antitrust statutes, or commission of . embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property. (3). Are not presently indicted for or otherwise criminally or civilly charged by a government entity (federal, . state or local) with commission of any of the offenses enumerated in Section 2 of this certification. (4). Have not within a three -year period preceding this subgrant agreement had one or more 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 shall attach an explanation to this agreement. i) . Lobbying Restrictions: By signing this subgrant agreement the Subgrantee hereby assures and certifies to the lobbying restrictions which are codified in the DOL regulations at Uniform Guidance 2 CPR Part 200 and DOL Exceptions 2 CPR 2900, (1). No federal appropriated funds have been paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress, in connection with this federal contract, grant loan, or cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (2). If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, and officer or employee of Congress, or an employee of a Member of Congress, in connection with this subgrant agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying" in accordance with its instructions. 3), The undersigned shall require that the language of the lobbying restrictions be included in the award documents for subgrant agreement transactions over $100,000 (per OMs) at all tiara (including subgrant agreements, contracts and subcontract*, under grants, loan, or cooperative agreements) , and that all subrecipients shall certify and disclose accordingly. (4). This certification in a material representation of fact upon which reliance is placed when this transaction is executed. Submission of the Lobbying Certification is a prerequisite for making or entering into this transaction imposed by Section IS52, Title 31, and 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 iailure, j). Priority Hiring Considerations: If this subgrant includes services in excess of $200,0001 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 1.1200 in accordance with Public Contract Code S 10353, k). Sweatfree Code of Conduct: (1), All Subgrantees contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garmenLS or corresponding accessories, equipment, or supplies furniahed to the state pursuant to the contract have been laundered or produoed is whole or in part by sweatshop labor, forced labor, convict labor, .indait,ned labor undar panel .sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The Subgrantee further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forLh on the California ))apartment of Industrial Relations wob,si,te located at www.dir.ca.gov, and Public Contract Code Portion 6108. (2) . The Subgrantee agrees to cooperate fully in providing reasonable access to the subgrantees' records, documents, agents or employees, or premises if reasonably required by authorized officials of the 'pass - through" entity, 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 of Conduct. 1.) , Unenforceable Provision: In the event thaL any provision of this subgrant agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this subgrant agreement have force and effect and shall not be affected hereby, ill) . 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 Linder and the provisions of WIOA, Section 165. (a) . As a condition to the award of financial assistance from the Department of Labor under Title I of WIDA, the grant applicant assures that it wil.1 comply fully with the nondiscrimination and equal opportunity provisions of the following laws: Section 108 of the WIDA, which prohibits discrimination against all individuals in the United States on the basis of race, color, religion, sex, national origin, age disability, political, affiliation or belief, and against beneficiaries on the basis of either oitizenuhip /status as a lawfully admitted i.mmlgrant authorized to work in the United Static or participation in any WIDA Title I - financially Page 5 of 13 55A -11 assisted program or activity; Title VI of the Civil Rights Act of 7,964, as amended, which prohibits discrimination on the basis of race, color and national origin; Section 504 of the Rehabilitation Bet of 1973, as amended, which prohibits discrimination against qualified individuals with disabilities; The Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; and Title Ix of the Education Amendments of 1972, as amended, which prohibits discrimination on the basis of sex in educational programs. The grant applicant also assures that it will comply with Uniform Guidance 2 CFR Part 200, DOE Exceptions 2 CFR Part 2900 and all other regulations implementing the laws listed above. This assurance applies to the grant applicant's operation of the WIOA Title I- financially assisted program or activity, and to all agreements that grant applicant makes to carry out the W70A Title S- financially assisted program or activity, The grant applicant understands that the United States has the right to seek judicial enforcement of this assurance. (b). This Subgrantee shall include the nondiscrimination and compliance previsions of this clause in all subcontracts to perform work under the subgrant agreement. (e). This Subgrantea agrees to conform to nondiscrimination provisions of the WIOA and other federal nondiscrimination requirements as referenoad in WIQA Sec, 188. n) . Indemnification: (1), The following provision applies only if the Subgrantee is a governmental entity; Pursuant to the prevision of Section 895.4 of the California Government Cede, each party agrees to indemnify and hold the other party harmless from all liability for damage_ to persons or property arising out of or resulting from acts or omissions of the indemnifying party. (2). The following provision applies only if the Subgrantee is a non - governmental entity: The Subgrantee agrees to the extent permitted by law, to indemnify, defend and save harmless the "pass - through" entity, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, oubcontractors, materials persona, laborers and any other persons, firms or corporations, furnishing or supplying work, services, materials, or supplies in connection with the performance of this agreement, and from any and all claims and losses accruing or resulting to any persons, firms or corporations which may be injured or damaged by the Subgrantee 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 agreements /contracts if the department determineo that any of the following has occurred; (1) false information on the certifications, or (2) violation of the terms of the certifications by failing to carry out the requirements as noted above. o). Salary and Bonus Limitations: In compliance with Public Law 109 -234, none of the funds appropriated in Public Law 109 -149 or prior Acts under the heading "Employment and Training" that are available for expenditure on or after June 15, 2006, shall be used by a recipient or subrecipent of such (undo to pay the salary and bonuses of an individual, either as direct eosto.or indirect costs, at a rate in excess of Executive Level, II, except as provided for under section 101 of Public Law 109 -149. This limitation shall not apply to vendors providing goods and services as defined in Uniform Guidance 2 CFR Part 200 and the DOE Exceptions 2 CFR Part 2900, Where States are recipients of such funds, States may establish a lower limit for salaries and bonuses of those receiving salaries and bonuses from subrecipients of such funds, taking into account factors including the relative cost -of- living in the States, the compensation levels for programs involved including Employment and Training Administration programs. See Training and Employment Guidance Letter number 5 -06 for further clarification. The incurrence of costs and receiving reimbursement for these costs under this award certifies that your organization has read the above special condition and is in compliance. p). Federal Funding Accountability and Transparency Act (FFATA): As required by the FFATA, recipients of federal awards are required to report sub -award and executive compensation information. By signing this subgrant agreement the Subgrantee hereby aceurco and certifies to comply with the provisions of FRATA, which includes requirements referenced in Uniform Guidance 2 CFR Part 200 and DOL Exceptions 2 CFR part 2900. q). AIR OR WATER POLLUTION VIOLATION: Under the State laws, the Contractor shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Reseurees Board or an air pollution control district; (2) subject to cease and desiSL order not subject to review issued pursuant to Section 13301 of the Water Code for violation of weota di.srharge requirements or, discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution. 3. Standards of Conduct The following standards apply to all Subgrantees: 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 funds and to avoid favoritism and questionable or improper conduct. This subgrant agreement will be administered in an impartial manner, free from efforts to gain personal, financial or political gain. The .Subgrantee agrees to conform to the nondiscrimination requirements as referenced in WIOA, Section 188, b), Avoidance of Conflict of Economic Interest: An executive or employee of the Subgrantoe, on elected official in the area or a member of the Local Hoard, will not solicit or accapt money or any other, consideration from a third person, for the performance of an act reimbursed in whole nr, part by the Subgrantee or "pass- through" entity: Supplier,., materials, equipment or services purchased with subgrant agreement funds will be used solely for purposes allowed under this subgrant agreement, No member of the Local Board will cast a vote on the provision of services by that member (or any organization, which that member reproscut6) 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 will, to the maximum extent feasible, coordinate a17. programs and activities supported under this part with other programs under the WIoA, including the Wagner- Peyser Act, Title 38 of the United States Code, and other employment and training programs at the state and local level. Subgrantee will console with the appropriate labor organizations and /or employer representatives in the design, operation or modification of the programs under this subgrant agreement. Page 6 of 13 55A -12 5, Subcontracting A). Any of the work or services specified in this subgrant agreement which will be performed by other than by the Subgrantee will be evidenced by a written agreement specifying the terms and conditions of such performance. b). The Subgrantee will maintain and adhere to an appropriate system, consistent with federal, state and local law, for the award and monitoring of contracts which contain acceptable standards for insuring accountability, c). The system for awarding contracts will Contain safeguards to insure that the Subgrantee does not contract With any entity whose officers have been convicted of fraud or misappropriation of funds within the last two years, 6. Insurance Except for city and county governmental entities, Subgrantees must provide the "pace- through" entity evidence of the coverage specified in a, b, c and d below, The evidence of coverage shall include the registration number of the subgrant agreement for identification purposes. a). Subgrantee will obtain a fidelity bond in an amount of not less than prior to the receipt of funds under this subgrant agreement, If the bond is canceled or reduced, Subgrantee will immediately so notify the "pass- through" entity, In the event the bond is canceled or revised, the "pass- through" entity will make no further disbursements until it is assured that adequate coverage has been obtained. b) . 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 less than $1,000,000. c). Subgrantea will provide broad form automobile liability coverage with limits as set forth in (b) above, which applies to both owned /leased and non -owned automobiles used by the Subgrantee or its agents in performance of this subgrant agreement, or, in the event that the Subgrantee will not utilize owned /leased automobiles but intends to require employees, trainees or other agents to utilize their own automobiles in performance of this subgrant agreement, Subgrantee will secure and maintain on file from all such employees, trainees or agents a self- certification of automobile insurance coverage. d). Suhgrantae will provide worker's Compensation insurance, which complies with provisions of the California Labor Code, covering all employees of the Subgrantee and all participants enrolled in work experience programs. Medical and Accident Insurance will be carried for those participants not qualifying as "employee" (Section 3350, at seg. of the California Labor Cade) for Worker's Compensation. a). The "pass- through" entity will be named as "Certificate Holder" of policies secured in compliance with paragraphs a -d above and will be provided certificates of insurance or insurance company "binders" prior to any disbursement of funds under this subgrant agreement, verifying the insurance requirements have been complied with. The coverage noted in Is and c above must contain the following clauses: (1). Insurance coverage will not be canceled or changed unless 30 days prior to the effective date of cancellation or change written notice is sent by the Subgrantee to: Employment Development Department Workforce Services Division Financial Management Unit P. 0. Box 826880, MIC 69 Sacramento, CA 90280 -0001 W. State of California, its officers, agents, employees and servants are included as additional insured, but only insofar as the operations under this subgrant agreement are concerned. (3), The State of California is not responsible for payment of premiums or assessments on this policy. 7. Resolution A county, city, district or other local public body must provide the state with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, author12ing exe011ti,en of this subgrant agreement. Preferably resolutions should authorize a designated position rather than a named individual. 8, Funding It is mutually understood between the parties that this subgrant agreement may have been written before ascertaining the availability of congressional and legislative appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal. delays which would occur if the subgrant agreement was executed after that dstarmi.nation was made. This subgrant agreement is valid and enforceable only if (1) sufficient funds are made available by the State Budget Act of the appropriate state fiscal years covered by this subgrant agreement for the purposes of this program and; (2) sufficient funds available to the state by the United .States Government for the fiscal years covered by this subgrant agreement for the purposes of this program, In addition, this subgrant agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress and Legislature or any status enacted by the Congress and Legislature which may affect the provisions, terms, or funding of this subgrant agreement in any manner. a). At the expiration of the terms of this subgrant agreement or upon termination prior to the expiration of this subgrant agreement, funds not obligated for the purpose of this subgraut agreement will be immediately remitted to the "pass- through" Entity, and no longer available to the Subgrantee, b) . The "pass- through" entity regains the right to suspond 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 "pass- through" entity's 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 r'evi,aw. Failure on the part of the Subgrantee or a Subcontractor of the Subgrantee to comply with the provisions of this subgrant agreement, or with the WIOA or regulations, when such failure involver fraud or misappropriation of funds, may result in immediate withholding of funds. c) . The local Chief Elected Official (CEO) of a unit of general local government designated as a Local Wor]force Development Area (LWDA) shall be liable to the EDD for all funds not expended in accordance with WIOA, and shall return to the EDD all of those funds. If there is more than one unit of general local government in a LWDA, the CEO(s) will be the individuals) designated under an agreement executed by the CEO(s) of the local unitsf of government. The CGO(s) designated under the agreement shall be Page 7 of 13 55A -13 liable to the EDb for all funds not expended in accordance with the WIDA, and shall return to the SEC all of those funds, 9, Accounting and Cash Management A), subgrantee. will comply With controls, record keeping and fund accounting procedure requirements of WIOA, federal and state regulations and directives to ensure the proper disbursal of, and accounting for, program funds paid to the Subgrantee and disbursed by the Subgrantee, under this subgrant agreement. b). 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 "paes- through" entity. Failure to adhere to these provisions may result in suspending cash draw down privileges and providing funds through a reimbursement process. c) . The "pass- through" entity retains the authority to adjust specific amounts of cash requested if the "pass - through" entity 's records and subsequent verification With the Subgrantee indicate that the Subgrantee has an excessive amount of cash in its account. d). Income (including interest income) generated as a result of the receipt of WIOA activities, will be utilized in accordance with policy and procedures established by the "pass- through" entity, Subgrantee will account for any such generated income separately, a). Subgrantee shall not he required to maintain a separate bank account but shall separately account for WIOA funds on deposit. All funding under this subgrant agreement, will be made by check or wire transfer payable to the Subgrantee for deposit in Subgrantee's bank account or city and county governmental bank accounts. To provide for the necessary and proper internal controls, funds should be withdrawn and disbursed by no less than two representatives of the Subgrantee. The "pass- through" entity will have a lien upon any balance of WIOA funds in these accounts, which will take priority over all other liens or claims. 10. Amendments This subgrant agreement may be unilaterally modified by the "pass- through" entity under the following circumstancea: a). Thane is an increase or decrease in federal or state funding levels, b), A modification to the Subgrant is required in order to implement an adjustment to a Subgrantee's plan. c). Funds awarded to the Subgrantee have not been expended in accordance with the schedule included in the approved Subgrantee's plan. After consultation with the Subgrantee, the "pass - through" entity has , determined that funds will not be spent in a timely manner, and such funds are for that reason to the extent permitted by and in a manner consistent with state and federal law, regulations and policies, reverting to the "pass- through" entity. d). There is a change in state and federal law or regulation requiring a. change in the provisions of this subgrant agreement. a).An amendment is required to change the Smbgrantees' name as listed on this subgrant agreement. Upon receipt of legal documentation of the name change the state will preeess the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment, Except as provided above, this subgrant agreement may be amended only in writing by the mutual agreement of both parties. 11. Reporting 9ubgrautce will compile and submit reports of activities, expenditures, status of cash and closeout Information by the specified dates as prescribed by the -pass- through" entity. All expenditure reports most be submitted upon the accrual basis of accounting. Failure to adhere to the reporting requirements of this agreement will result in funds not being released. 12. Termination This subgrant agreement may be terminated in whole Or in part for either of the two following circumstances: a). Termination for Convenience - Either the "pass - through" entity or the 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 "pass- through" entity. The "pass- through" entity will give a ninety (90) calendar -day advance notice in writing to the subgrantee, b). Termination for Cause - The "pass- through" entity 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 WIOA regulations, the Uniform Guidance or implementing state legislation and corrective action hag not been taken. (1), All notices of termination must be in writing and be delivered personally or by deposit in the V. S. Mail, postage prepaid, ^Certified Mail- keturn Receipt Requested ^, and will be deemed to have been given at the time of personal delivery or of the date of postmark by the V. S. Postal Service. Notices to the subgrenteo will be addressed to: Kelly, Reenders Director / Adminietrator SANTA ANA WORKFORCE INV BOARD 1000 F, ,SANTA ANA BLVD. SANTA ANA, CA 92701 Notices to the "Pass - through" Entity will be addressed to: Employment Development Department Workforce Services Divisidn Financial Management Unit P. 0. Box 826880, MIC 69 ORCramento, CA 94280 -0001 13. Records 55A -14 page 9 of 13 a). If participants are served under this subgrant agreement, the Subgrantee will establish a participant data system as prescribed by the "pass- through° entity. b). Subgrantee will retain all records pertinent to this subgrant agreement for a period of three years from the date of final payment of this aubgrutt agreement. If, at the end of three years, there is litigation or an audit involving those records, the Subgrantse will retain the records until the resolution of such litigation or audit. Refer to Uniform guidance, Subpart D, Part 200.333 - 200.337. a) . The "pass- through' entity and /or the DOL, or their designee (refer to Uniform Guidance, Subpart F, Part 200.500- 200.521)will have Recess 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 "pass- through" entity of the adequacy of the services performed, timeliness of response and a general impression of the competency of the firm and its staff. 14. Audits a), The 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 (single audit or program - specific audit requirement) of Uniform Guidance 2 CPR Part 200 and DOL Exceptions 2 CFR Part 2900, b). The Subgrantee and /or auditors performing monitoring or audits of the Subgrantee or its sub- contracting service providers will immediately report to the "pees- through" entity any incidents of fraud, abuse or other criminal activity in relation to this aubgrant agreement, the WIOA, or its regulations, 15, Disallowed Costs Pxoept. to the extent that the state determines it will assume liability, the Subgrantee will be liable for and will repay, to the "pass- through" entity, any amounts expended tinder this subgrant agreement found not to be in accordance with WIOA including, but not limited to, disallowed costs. Such repayment will be from funds (Non - Federal), other than those received under the WIOA, 16. Conflicts a), Subgrantee will cooperate in the resolution of any conflict with the DOI, that may occur from the activities funded under this agreement. b) . In the event of a dispute between the "pass- tlmough" entity and the Subgrantee over any part of this subgrant agreement, the dispute may be submitted to non - binding arbitration upon the consent of both the "pass- through" entity and the Subgrantee. An election for arbitration pursuant to this provision will not preclude either party from pursuing any .remedy for relief otherwise available. 17. Grievances and Complaint System Subgrantee will establish and maintain a grievance and complaint procedure in compliance with the W10A, the Uniform Guidance 2 CPR Part 200, VOL Exceptions 2 MR Part 2900, federal regulations and state statues, regulations and policy, 18. Property All property, whether finished or unfinished dooumanes, 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 "pass- through" entity. In addition, any tools and /or equipment furnished to the Subgrantee by the "pass- through" entity 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 "pass- through" entity. Upon termination of this subgrant agreement, Subgrantee will. immediately return such tools and /or equipment to the "pees- through" entity or dispose of then in accordance with the direction of the "pass- through" entity. 19. intellectual Property Provisions a).Foderal Funding In any subgrant funded in whole or in part by the federal government, "pass- through" entity may acquire and maintain the intellectual Property rights, title, and ownership, which result directly or indirectly from the subgrant, except as provided in 37 CPR Part 401.111. However, pursuant to Uniform Guidance 2 CPR Part 200 and DOL Exceptions 2 CFR Part 2900 the federal government shall have a royalty -free, non- exclusive, irrevocable, paid -up license throughout the world to use, duplicate, or dispose of such Intellectual. Property throughout the world in any manner for governmental purposes and to have and permit others to do so. b).Ownership (1),Except where "pass - through^ entity has agreed in a s.ignad writing to accept a license, "pass- through" entity shall be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all intellectual property, from the moment of creation, whether or not jointly conceived, that are made, conceived, derived from, or redur-ed to practice by Suhgrantoa or, "pass - through" entity and which result directly or indirectly from this subgrant agreement, (2).For the purposes of this subgrant agreement, Intellectual Property means recognized protectabls rights and interest such as: patents, (whether or not issued) copynights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right of publicity, author's rights, contract and licensing rights, worlds, mas], wox:ks, industrial design rights, richto of priority, know how, design fl,owo, methodologies, devdceo, business processes, developments, innovations, good will, any data or Information maintained, . collected or stored in the ordinary course of business by "pass - through" entity, and all other legal rights protecting intangible proprietary information as may exist now and /or hereafter some into existence, and all renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other state, country or jurisdiction. (a) . Far the purPnneo of the definition of Intellectual Property, "works" means all literary works, writings and printed matter including the medium by which they are reoordod or reproduced, photographs, art work, pictorial and graphic representati.on5 and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sound recordings, tape$, educational materials, interactive vi.dens, computer software and any other page 9 of 13 55A -15 materials or products created, produced, conceptualized and fixed in a tangible medium of expression, It includes preliminary and final products and any materials and information developed for the purposes of producing those final products, "Works" does not include articles submitted to peer review or reference journals or independent research projects. (3) In the performance of this subgrant agreament, Subgrantee may exercise and utilize certain of its Intellectual. Property in existence prior to the effective date of this subgrant agreement. In addition, under this subgrant agreement, Subgrantee may access and utilize certain of "pass- through" entity's intellectual property in existence prior to the effective date of this subgrant agreement. Except as otherwise set forth herein, Subgrantee shall not use any of "pass- through" entity's Intellectual Property now existing or hereafter existing for any purposes without the prior written permission of "pass - through" entity. Except as otherwise set. forth herein, neither the Subgrantee nor "pass- through" entity shall give any ownership interest in or rights to its Intellectual Property to the other Party. If, during the term of this subgrant agreement, Subgrantee accesses any third -party Intellectual Property that is licensed to "pass-through' entity, Subgrantee agrees to abide by all license and confidentiality restrictions applicable to "pass- through" entity in the third- partyls license agreement. (4),Subgrantee agrees to cooperate with "pass- through" entity in establishing or maintaining "pass - through" entity's exclusive rights in the Intellectual Property, and in assuring "pass- through" entity's sole rights against third parties with respect to the Intellectual Property. If the Subgrantee enters into any agreements or subcontracts with other parties in order to perform this subgrant agreement, Subgrantee shall require the terms of the egreement(s) to include all Intellectual Property provisions of paragraph nineteen a) through nineteen i). Such terms must include, but are not limited to, the subcontractor assigning and agreeing to assign to "pass- through" entity all rights, title and interest in Intellectual Property made, conceived, derived Prom, or reduced to practice by the subcontractor, subgrantee or "pass- through" entity 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 in Exhibit AB to this subgrant agreement, the requirement for the Subgrantee to include all Intellectual Property Provisions of paragraph nineteen a) 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 tarthe -job training as authorized under 20 CER 663.700 -730. (6).Subgrantee further agrees to assist and cooperate with "pass- through" entity in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce "pass- through" entity's Intellectual Property rights and interests. e), Retained Righte / License Rights (1), Except for Intellectual Proper "passProper "pass - through" entity ty made, conceived, derived from, or reduced to practice by Subgrantee or "pass- through" entity and which result directly or indirectly from this subgrant agreement, Subgrantee shall retain title to all of its Intellectual Property to the extent such Intellectual Property to in existence prior to the effective data of this subgrant agreement. Subgrantee hereby grants to "pass - through" entity, without additional compensation, a permanent, non- exclusive, royalty free, paid -up, worldwide, irrevocable, perpetual, non - terminable - license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display /perform, distribute, and dispose of Subgrantee's Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is i.noorporated in the Intellectual Property resulting from this subgrant, unless Subgrantee assigns all rights, title and interest .in the Intellectual Property as set forth herein. (2) . Nothing in this provision shall. restrict, limit, or otherwise prevent Subgrantee from using any ideas, concepts, know -how, methodology or techniques related to its performance under this subgrant agreement, provided that Subgrantee -9 user does not infringe the patent, copyright, trademark rights, license or othat Int.ollectuil Property rights of "pass- through" entity or third party, or result in a breach or default of any provisions of paragraph nineteen a) through nineteen i) or result in a breach of any provisions of law relating to confidentiality. d). copyright (1) Subgrantee agreoe that for purposes of copyright law, all works (as defined in Ownership, paragraph nineteen (b) (2) (a) of authorship made by or on behalf of Subgrantee in connection with Subgrantee -s performance of this subgrant agreement shall he deemed "works made for hire." Subgrantee Further agrees that the work of each person utilized by Subgrantee in connection with the performance of this subgrant agreament will he a "work made for hire," whether that person is an employee of Subgrantee or that person has entered into an agreement with ,9ubgrantee to perform the work. Subgrantee shall enter into a written agreement with any such Person that: (i) all work performed for Subgrantee .shall be deemed a "work made for hire" under the Copyright Act and iii) that person shall assign all right, title, and interest to "pass- through" entity to any work product made, conceived, derived from or reduced to practice by Subgrantee or "pass- through" entity and which result directly or indirectly from this subgrant agreement. Rotor to Uniform Guidance 2 CFR Part 200 and EOL Exceptions 2 CFR Part 2900. (2) All materials, including, but not limited to, computer software, visual works or text, reproduced or distributed pursuant to this subgrant agreement that include Intellectual Property made, conceived, derived from, or reduced to practice by Subgrantee or "pass- through" entity and which result directly or indirectly from this subgrant agreement may not be reproduced or disseminated without prior written permission from "pass- through" entity.. a). Patent Rights With respect to inventions (refer to uniform Guidance 2 CFR Part 200 and P074 Exceptions 2 CFR Part 2900, made by Subgrantee in the performance of thi.s subgrant agreement, which did not result from research slid development specifically included in the Subgrantes scope of work, Subgrantee hereby grants to "paso- through" entity a license as described under paragraph nineteen c) for devices or material incorporating, or made through the use of such inventions. If such inventions result from research and development work specifically included within the subgrant agreement's scope of work, then Subgrantee agrees to assign to " pass- through" entity, without addition compensation, all its right, title and interest in and to such inventions and to assist "pass - through" entity in securing United states and foraign patents with respect thereto. Page 10 of 13 55A -16 f). Third -Party Intellectual Property Except as provided 'herein, Subgrantee agrees that its performance of this subgrant agreement shall not be dependent upon or include any Intellectual Property of Subgrantee or third party without first: (i.) obtaining "pass- through" entity's prior written approval; and (ii) granting to or obtaining for ^pass - through" entity's, without additional compensation, a license, as described in paragraph nineteen c), for any of Subgranteee or third- party's Intellectual Property in existence prior to the effective date of this subgrant agreement. If such a license upon these terms is unattainable, and "pass - through" entity determines that the Intellectual Property should be included in or is required for Subgranteee performance of this subgrant agreement, Subgrantee shall obtain a license under terms acceptable to -pass-through- entity, g). Warranties (1). Subgrantee represents and warrants that; (a). It has secured and will aecu'ra all rights and licensee necessary for its performance of this subgrant agreement. (b). Neither Subgrantee'¢ performance of this subgrant agreement, nor the exercise by either Party of the rights granted in this subgrant agreement, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display /performance, distribution, and disposition of the InLallemtual property made, conceived, derived from, or reduced to practice by Subgrantee or "pass - througb" entity and which result directly or indirectly from this subgrant agreement will infringe upon or violate any intellectual Property right, non - disclosure obligation, or other proprietary right or interest of any third -party or entity now existing under the laws of, or hereafter existing or issued by, any state, the United States, or any foreign Country. There are currently no actual or threatened claims by any ouch third party based on an alleged violation of any such right by Subgrantee. (c), Neither Subgranteee performance nor any part of its performance will violate the right of privacy of, or constitute a libel or slander against any person or entity. (d). It has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, comments, waivers or releases from all authors. (e). Of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites locations, property or props that may be used or shown. (f) . It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to "pass- through" entity in this subgrant agreement, (g). It has appropriate systems and controls in place to ensure that state and federal funds will not be used in the performance of this subgrant agreement for the acquisition, operation Or maintenance of computer software in violation of copyright laws. (h) . It has no knowledge of any outstanding claims, licenses or other charges, liens, or encumbrances of any kind or nature whateoaven that could affect in any way Subgranteee performance of this subgrant agreement. (2) . "PASS - THROUGH" ENTITY MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY RESULTING FROM THIS SUAGRANT AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LI$E NOW EXISTING OR ,SUBSEQUF,NTLY ISSUED. h). Intellectual Property Indemnity (1) . Subgrantee shall indemnify, defend and hold harmless "palm- through" entity and its licensees and assignees, and its officers, directors, empleyeee, agents, representatives, successors, and users of iLo Products, ( "$adeauaitiea ") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof) , whether or not rightful, arising from any and all Actions or elaimo by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney's fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not 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 Subgrantee pertaining to Intellectual Property; or (11) any Intellectual Property infringement, or any other, type of actual or alleged infringement claim, arising out of "pass- through" entity's use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modi.ficati.on, public and private performance /display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subgrantee or "pass - through" entity and which result directly or indirectly from this subgrant agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this subgrant agreemeuL, "pace - through" entity reoerves the right to participate in and /or control, at Subgrantee'¢ expense, any much infringement action brought against "pass- through" entity. (a.). Should any Intellectual Property licensed by the Subgrantee to "paoo- through" entity under this subgrant agreement become the subject of an intellectual Property infringement claim, ,Subgrantee will exercise its authority reasonably arid in good faith to preserve "pass- through" entity's right to use the licensed intellectual Property in accordance with this subgrant agreement at no expense to "pass- through" entity. °pass- through" entity shall, have the right to monitor and appear through its own counsel (at Subgra.ntee's expense) in any such claim or action. In the defense or settlement of the claim, Subgrantee may obtain the right for "pass- through" entity to continue using the licensed Intellectual Property or, replace or modify the licensed Intellectual Property so that the replaced or. modified Intellectual Property becomes non - infringing provided that such replaoement or modification is functionally equivalent to the original licensed intellectual. Properly. If ouch ramedies are not reasonably available, "pass - through" entity may be entitled to a refund of all monies paid under this subgrant agreement, without restriction or limitation of any other rights and remedies available at law or in equity, (3). ,Subgrantee agrees that damages alone would be inadequate to compensate "pass- through" entity for breach of any term of these Intellectual Property provisions of paragraph ninetoen a� through nineteen I) by Subgrantee. Subgrantee Acknowledges "peso- througHP' entity would suffer irreparable harm in the event of such breach and agrees "pass - through" entity shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation cf any other rights and remedies available at law or in equity. Page 11 of 13 55A -17 i), Survival The provisions set forth herein shall survive any termination or expiration of this subgrant agreement or any project schedule. 20, Confidentiality Requirements The State of California and the Subgrantee will exchange various kinds of information pursuant to this subgrant agreement. That information will include data, applications, program files, and databases. These data and information are confidential when they define an individual or an employing unit. Confide ce.ial ,information requires special precautions to protect it from unauthorized use, access, disclosure, modification, and destruction. The sources of information may include, but are not limited to, the EDD, the California Department of Social Services, the California Department of Education, the California Department of Corrections and Rehabilitation, the County Welfare Department(s), the County IV- D Directors Office of Child Support, the Office of the District Attorney, the California Department of Mental Health, the California Office of Community Colleges and the Department of Alcohol and Drug Programs, - The "pass - through" entity and Subgrantee agree that: a), Each party shall keep all information that is exchanged between them in the strictest confidence and make much information available to their own employees only on a "need -to- know" basic. b). Each party shall provide security sufficient to ensure protection of confidential information from improper use and disclosures, including sufficient administrative, physical, and technical safeguards to protect this information from reasonable unanticipated threats to the security or confidentiality of the rnformat.ion, c). The 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 Summaries: All reports and /or publications developed by the Subgrantee based on data obtained under this agreement shall contain confidential data in aggregated or statistical summary form only, "Aggregated" refers to a data output that does not allow identification of an individual or employer unit. (2) Publication; Prior to publication, Subgrantee shall carefully analyze aggregated data outputs to ensure the identity of individuals and /or employer units cannot be inferred pursuant to Unemployment Insurance Code Section 1094(e). Personal identifiers must be removed. Geographic identifiers should be specified only In large areas and as needed, and variables should be recorded in order to protect Confidentiality. (3) Minimum Data Cell Size: The minimum data cell size or derivation thereof shall be three participants for any data table xeleased to outside parties or to the public. d). Each party agrees that no disaggregate data, identifying individuals or minelayers, shall be released to outside parties or the public. e) . The Subgrantee Shall notify "pass- through" entity's Information Security Office of any actual or attempted information security incidents, within 24 hours of initial detection, by telephone at (916) 654- 6231, Information Security Incidents include, but are not limited to, any event (intentional or unintentional), that. causes the loss, damage, or destruction, or unauthorized access, use, modification, or disclosure of information assets. The Subgrantee shall cooperate with the ^pacts- through" entity in any investigation of security incidents. The system or device affected by an information security incident and containing confidential, data obtained in the administration of this program shall be immediately removed from operation upon confidential data exposure or a known security breach. It shall remain removed from operation until correction and mitigation measures are applied, If the Subgrantee learns of a breach in the security of the syatam which contains confidential data obtained under this Subgrant, then the Subgrantee must provide notification to individuals pursuant. to Civil Code Section 1798.82. 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 media) used in performance of this Subgrant. This shall include, but is not limited to, security measures to physically prated data, systems, and workstations from unauthorized access and malicious activity the. prevention, detection, and suppression of fires; and the prevention, detection, and minimization of water damage. g). At no time will confidential data obtained pursuant to this agreement be placed on a mobile computing device, or on any form of removable electronic .storage media of any kind unless the data are fully encrypted. h) . Each party shall. provide its employees with access to confidential. informat'ca with written instructions fully disclosing and explaining the penalties for unauthorized use or disclosure of confidential information found in Section 1798,55 of the Civil. Code, Section 502 of the Penal Code, Section 2111 of the Unemployment Insurance Code, Section 1.0850 of the Welfare and lnctitutions Code and other applicable local, state and federal laws. i). Each party shall ( %Ilxems iL is appropriate) atone and process information in electronic format, in such a way that unauthorized persons Cannot reasonably retrieve the information by means of a computer. i). Each party shall promptly return to the other party confidential information When its use ends, or destroy the confidential information utilizing an approved method of destroying confidential informati.cn: shredding, burping, or certified or witnessed destruction. Magnetic media are to be degsnsmed or returned to the other party. k) . If the °pass- thrcughP entity or Subgrantee enters into an agreement with a third party to provide WIOA services, the "pass- through" entity or Subgrantee agrees to inolude tines data and security and confidentiality requiiremento in the agreement With that third party. In no event shall said information be disclosed to any individual outside of that third party's authorized staff, subcontractor(s), service providers, or employees. 1) . The Subgrantee may, in its operation of the America's ,lob Center of California (A.ICC), permit an ASCC Oporitor to enter into a subcontract to manage confidential information. This subcontract may allow an individual to register for resume- distribution mervices at the same time the individual enrolls in CalSCSS, Subgrantee shall, enters that all Such subcontracts comply with the .intellectual property requirements of paragraph 19 of this Subgrant, de confidentiality requirements of paragraph 20 of this subgrant and any other terms of this Subgrant that may be applicable. In addition, the fallowing Page 12 of 13 55A -18 requirements must be included in the subcontracts: (1). All client information submitted over the iuternet to the subcontractor's databases must be protected, at a minimum, by 328 -bit Secure socket Layer (SSL) encryption. Clients' social security numbers must be stared in a separate database within the subcontractor's network of servers, and protected by a firewall and a secondary database server firewall or AES1 data encryption. If a subcontractor receives client social security numbers or other confidential information in the course of business, for example a resume- distribution service that provides enrollment in CalJGBS, social security numbers must be destroyed within two days attsr the client registers for Ca1JOPS. 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 must be stated, and directly related, to the purpose and use of the information. In accordance with Uniform Guidance 2 CFR Part 200 and DOE Exceptions 2 CFA Part 2900, social security numbers and Other client specific information shall not be retained for more than three years after a client completes services. The aubgrantee should extend this period, only if any litigation, Claim, negotiation, audit, or other action involving the records has been started before the end of the three -year retention period. In this case the records should be maintained until completion of the action and resolution of all issues arising from it, or until the close of the three -year retention period, whichever is later. Uniform Guidance 2 CFR Part 200 and DOL Exceptions 2 CPR Part 2900. (2). Client information (personal information that identifies a client such as name and social security number) and /or demographic information of a client (such as wage history, address, and previous employment) shall not be used as a basis for commercial solicitation during the time the client or agency is using the subcontractor's services. Client information and /or demographic information shall not be used for any purposes other than those specific program purposes set forth in the subcontract. (S). An AJCC Client must still be given the option to use the AJCC's services, including Cd1JOBS, even if he or she chooses not to use any services of the subcontractor. This option shall be prominently, clearly and immediately communicated to the client upon registration within the AJCC or for CalJOBS, the subcontractor's resume - distribution services, or any other services subcontractor offers to the client or the AJCC Operator, (4). The subcontractor must clearly disclose all of its potential and intended uses of the client's personal and /or demographic information for the services the client seeks and for any other services the subcontractor offers. The subcontractor shall not use a client's personal and /or demographic information without the client's prior permission, A link to the subcontractor's Privacy Policy shall appear prominently on the registration screens that list the potential and intended uses of the client's personal and /or demographic information, (5). When the °pass- through" entity modifies State automated systems such as the State CalJOBS System, it shall provide reasonablo notice of ouch changes to the Subgrantee. The Subgrantee shall be responsible to communicate ouch changes to the AJCC operators) in the local area. m). Each party shall designate an employee who shall be responsible for overall security and confidentiality of its data and information systems and oacb party shall notify the other of any changes in that designation. As of this date, the fallowing are those individuals: FOR THE "PASS - THROUGH" ENTITY Name: Jaime Gutierrez Title: Section Manager Addr000: P.O. Box 826850, MIC 50 Sacramento, CA "280 -0001 Telephone: (916) 654 -9699 Fax: (916) 654 -9586 FOR THE SUBGRANTEE Deborah Sanchez Title; Economic Development Specialist III Telephone, (714) 565 -2621 Fax: (71.4) 565 -2602 21. Signatures This subgrant agreement is of no force and effect until signed by both of the parties hereto. Subgrantee will not commence performance prior to the beginning of this subgrant agreement. Page 13 of 13 55A -19 55A -20