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HomeMy WebLinkAboutSILVER ROSE ENTERPRISES, LLC 1 - 2003A-2003-174 INSURANCE ON FILE WORK I~,A¥ PROCEED UNTIL INSURANCE EXPIRES /fY -,.~,/- O~ , AGREEMENT WITH CLERK OF OOL~NCIL DATE~ <~-/~,~ o$ SILVER ROSE ENTERPRISES, LLC. THIS AGREEMENT, made and entered into this 4th day of August, 2003, by and between Silver ...... ~ Rose Enterprises, LLC., a Delaware Corporation, hereinafter referred to as "CONSULTANT", and the City /~t~ of Santa Aha, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "CITY". RECITALS CITY has been designated a Local Workforce Investment Ares (LWIA) under the Workforce Investment Act of 1998, Public Law 105-220 ("the Act"). The State of California has created the LWIA to administer the Act programs operated by the State of California pursuant to the Act. The City desires to retain a consultant having special skill and knowledge in the field of motivational workshops to increase morale, relationships and productivity for employees. D. Consultant represent that Consultant is able and willing to provide such services to the City. In undertaking the performance of this Agreement Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. TIME PER/OD OF AGREEMENT This Agreement shall commence as of July 1, 2003 and all services to be performed pursuant to this Agreement shall be completed on or before June 30, 2004. The term of this Agreement may be extended by a writing executed by the Executive Director of the Community Development Agency and the City Attorney. 2. INDEPENDENT CONTRACTOR CONSULTANT agrees that CONSULTANT is an independent contractor and not an employee of CITY and all of CONSULTANT'S personnel shall be employees of CONSULTANT and not employees of the CITY. CONSULTANT shall pay all salaries and wages, employer's Social Security taxes, unemployment insurance and wages, and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. CONSULTANT shall not subcontract any of the services required hereunder without prior written approval of the CITY. 3. SCOPE OF SERVICES For and in consideration of the hereinafter stated payment by CITY to CONSULTANT, CONSULTANT agrees to perform, at its own cost and expense except for the compensation specified in this Agreement, the services specified in Exhibit A attached hereto and incorporated herein as Exhibit A to this Agreement. 4. CONSULTANT OBLIGATIONS A. CONSULTANT agrees to maintain such records and submit such reports, data and information, on the form and containing such information, at such times as CITY may request or require regarding the performance of CONSULTANT'S services or activities, costs or other data, including but not limited to, participants' attendance, payroll records and job duty statements. B. CITY, the State of California and the United States government and/or their representatives shall have access for purposes of monitoring, auditing and examining of CONSULTANT'S activities, performance, books, documents, papers, and records of CONSULTANT, subcontractors, bookkeepers and accountants, and employees and participants related to this Agreement. Such agencies or representatives shall also schedule on-site monitoring in their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants and entering any premises or onto any site in which any of the services or activities funded hereunder are conducted or in which any of the records of CONSULTANT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. In the event CONSULTANT does not make the above-referenced documents available within the City of Santa Ana, California, CONSULTANT agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. All accounting records and evidence pertaining to all costs of CONSULTANT and all documents related to this Agreement shall be kept available at CONSULTANT'S office or place of business for the duration of this Agreement and thereafter for three (3) years after completion of an audit. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which CITY, the State of California or the United States Government take exception, shall be retained beyond the three (3) years until resolution of disposition of such appeals, litigation, claims, or exceptions. C. Without prejudice to any other section of this Agreement, CONSULTANT shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. Notwithstanding the foregoing, CONSULTANT agrees to submit to CITY, the State of California and/or the United States Government or their representatives, all records requested for administrative purposes, including audits, examinations, monitoring and verification of records submitted by CONSULTANT, costs incurred and services rendered hereunder. D. CONSULTANT agrees to expend all funds in accordance with all applicable federal, state and local laws and regulations. CONSULTANT also agrees to provide at CONSULTANT'S own expense supplies and other costs of said PROGRAM. E. CONSULTANT shall comply with the provisions of 48 CFR, Chapter 1, Parts 1-31.2, for commercial organizations and all other applicable federal statutes and executive orders and their implementing regulations. F. CONSULTANT shall comply with the provisions of E.O 12549 and 12689, requiring compliance with the debarment and suspension requirements contained in 29 CFR Part 98. G. CONSULTANT shall comply with the requirements of federal regulations found at 29 CFR 93 which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, member of Congress or an officer or employee of a member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. CONSULTANT shall sign a certification to that effect in a form as set forth in "Exhibit B," attached hereto and by this reference incorporated herein. CONSULTANT shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to CONSULTANT under the terms and conditions of this Agreement. H. CONSULTANT agrees to provide a drag-fi'ce work place and to execute a certification as set forth in "Exhibit C" attached hereto and incorporated herein by this reference. I. CONSULTANT, in accordance with the Child Support Compliance Act, recognizes and acknowledges the importance of child and family support obligations and shall fully comply with all state and federal laws relating to child and family support enfomement, including, but not limited to: disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the state Family Code; and, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Employee Registry maintained by the Califomia Employment Development Department (EDD). 5. APPLICABLE GUIDELINES A. The parties hereto agree that CONSULTANT shall comply with all applicable federal and state laws and regulations, including but not limited to the U.S. Department of Labor guidelines and regulations, including amendments or revisions made during the terms of this Agreement. Said applicable laws are hereby incorporated by reference and made as part of this Agreement as though fully set forth herein. B. CONSULTANT also assures and certifies that: 1. CONSULTANT shall comply with any and all federal laws limiting the political activity of employees hired under this Agreement. 2. CONSULTANT shall provide the U.S. Department of Labor and the Controller General, by and through any authorized representative, as well as the Santa Ana Local Workforce Investment Area's Board, access to and the right to examine all records, books, papers or documents relating to the accounting and use of funds under this Agreement for a three-year period from and after the effective date of this Agreement. 3. No person with responsibilities in the operation of any program under the Workforce Investment Act grant shall discriminate with respect to any program participant or any application for participation in such program because of race, creed, color, national origin, sex, political affiliation or beliefs. 4. CONSULTANT shall maintain appropriate standards for health and safety in work and transportation situations. 5. CONSULTANT shall comply with general provisions, assurances, and certifications attached hereto as "Exhibit D" and incorporated herein. 6. Any literature distributed by CONSULTANT for the purpose of apprising businesses, participants, or the general public of its programs under this Agreement shall state that its programs are supported by the City of Santa Ana and the Santa Aha Workforce Investment Board, and shall state that the program is an "equal opportunity employer/program" and that "auxiliary aids and services are available upon request to individuals with disabilities." 7. CONSULTANT certifies that all property, finished or unfinished documents, data, studies and reports prepared or purchased by the CONSULTANT under this Agreement, will be disposed of in accordance with the direction of the CITY. In addition, any tools and/or equipment furnished to the CONSULTANT by the CITY and/or purchased by the CONSULTANT with funds pursuant to this Agreement, will be limited to use within the activities outlined in this agreement and will remain the property of the United States Government and/or CITY. Upon termination of this Agreement, CONSULTANT will immediately return such tools and/or equipment to the CITY or dispose of them in accordance with the direction of the CITY. 8. CONSULTANT certifies that this Agreement does not provide for the advancement or aid to any religious sect, church or creed, or sectarian purpose nor does it help to support or sustain any school, college, university, hospital or other institution controlled by any religious creed, church, or sectarian denomination, as specified by Article XVI, Section 5, of the Constitution of the State of California, regarding separation of church and state. 9. If the grant hereunder exceeds $100,000, CONSULTANT shall be in compliance with Section 306 of the Clean Air Act [(42 USC 1875(h)]; Section 508 of the Clean Water Act (33 USC 1368); Executive Order 11738 and Environmental Protection Agency ("EPA") regulations (40 CFR Part 15) as any may now exist or be hereafter amended. Under these laws and regulations, the CONSULTANT assures that: (a) No facility to be utilized in the performance of the proposed grant has been listed on the EPA List of Violating Facilities; (b) It will notify CITY prior to award of the receipt of any communication from the Director, Office of Federal Activities, U.S. EPA, indicating that a facility to be utilized for the grant is under consideration to be listed on the EPA List of Violating Facilities; (c) It will notify the CITY and the EPA about any known violation of the above laws and regulations. 10. CONSULTANT may copyright any work that is subject to copyright and was developed, or for which ownership was purchased, under an award. The Federal awarding agency(ies) reserve a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or othenvise use the work for Federal purposes, and to authorize others to do so. 11. CONSULTANT is subject to applicable regulations governing patents and inventions, including government-wide regulations issued by the Department of Commerce at 37 CFR part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements." 6. COMPENSATION CITY agrees to pay, and CONSULTANT agrees to accept for said services, total compensation in the amount not to exceed Twenty Six Thousand Dollars ($26,000.00). CONSULTANT will submit a detailed invoice evidencing services performed. Final payment by the CITY shall be within 30 days following receipt of said invoice, subject to CITY accounting procedures. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. CONSULTANT acknowledges that approval of and funding for this Agreement is contingent upon State approval, and funds received or obligated froTM the State of California to CITY. If such approval of funds is not forthcoming, or is otherwise limited, CITY shall immediately notify CONSULTANT. Within twenty (20) days of receipt of such notice, CONSULTANT shall modify or cease operations as directed by CITY and negotiate necessary modification to this Agreement and/or reimbursement of costs incurred hereunder. 7. MISCELLANEOUS PROVISIONS A. CONSULTANT covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required hereunder. B. CONSULTANT certifies that it will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex or age, in compliance with Title VII of the Civil Rights Act of 1964 (P.L. 83-354) and Government Code 12900, et seq. C. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attomey's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. D. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 8. HOLD HARMLESS CLAUSE CONSULTANT agrees to indemnify, defend and hold harmless CITY, its officers, agents, employees, and volunteers from and against any and all loss or damage, and from any and all suits, actions and claims filed or brought by any person or persons arising out acts or omissions of CONSULTANT or of its approved subcontractor or of the officers, agents, employees of CONSULTANT or of its subcontractors in the performance of this Agreement. 9. INSURANCE CONSULTANT shall obtain and maintain for the entire term of this Agreement comprehensive general public liability insurance, in companies acceptable to the City, authorized to issue such insurance in the State of California. Said insurance shall consist of the following: a. Commercial General Liability Insurance. CONSULTANT shall maintain in full force and effect, for the period covered by this Agreement, comprehensive general liability insurance. This comprehensive general liability insurance shall name the City, its officers, agents and employees as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of CONSULTANT's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit E upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, if CONSULTANT has any employees it is required to be insured against liability for worker's compensation or to undertake self-insurance. CONSULTANT agrees to comply with such provisions before commencing the performance of the work under this Agreement. d. The following requirements apply to the insurance to be provided by CONSULTANT pursuant to this section: (i) A certificate of insurance, to be approved in form by the City Attorney, shall be furnished to the City within 30 days of the execution of this Agreement. (ii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect CONSULTANT's right to be paid for its time and materials expended prior to notification of termination. 10. TERMINATION This Agreement may be terminated by either party at its sole discretion, upon thirty (30) days written notice to the other party. Notice shall be deemed served on the date of mailing. However, CONSULTANT may not terminate this Agreement if undue hardship will result to any participant. 11. DISPUTES Except as otherwise provided in this Agreement, any dispute concerning any question arising under this Agreement shall be decided by CITY. In such a case CITY shall reduce its decision to writing and mail or otherwise furnish a copy thereof to CONSULTANT. The decision of the City shall be final and conclusive unless within thirty (30) calendar days from the mailing or delivery of such copy, CITY receives from CONSULTANT written request to appeal said decision. Procedures governing the appeal shall be prescribed by CITY and/or the State of California in accordance with the Act and all corresponding regulations and OMB circulars. Pending final disposition of the appeal, CONSULTANT shall act in accordance with CITY's decision unless the dispute involves a change order. 12. BREACH - SANCTIONS If, through any cause, CONSULTANT violates any of the terms and conditions of this Agreement, and/or prior agreements whereby grant funds were received by CONSULTANT pursuant to this Agreement, or if CONSULTANT reports inaccurately or if any Audit Report makes disallowances, CONSULTANT shall promptly remedy its acts or omissions and/or repay CITY all amounts due CITY as a result of CONSULTANT's violation. For any such failures or violations, CITY shall also have the right at its sole discretion to either: (1) discontinue program support until such time as CONSULTANT fulfills its obligations or remedies all violations of this agreement or prior agreements; and/or (2) collect outstanding amounts as determined by CITY due CITY by offsetting or debiting from current claims or invoices, if afier thirty (30) days' written notice CONSULTANT has failed to repay same or a repayment schedule has not been made; and/or (3) terminate this Agreement by giving written notice to CONSULTANT of such termination in accordance the notice provision in Paragraph XVIII herein below. 13. NOTICES All notices, reports and correspondence between the parties hereto respecting this agreement shall be in writing and deposited in the United States Mail, postage prepaid, addressed as follows: To City: Clerk of the Council City of Santa Aha 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Aha, CA 92702-1988 Telefacsimile (714) 647-6956 With courtesy copy to: Santa Aha Work Center 1000 E. Santa Ana Blvd., #200 Santa Ana, CA 92701 Telefacsimile (714) 565-2602 To Consultant: Silver Rose Enterprises, LLC. 5626D So. Captain Kidd Ct. Tempe, AZ 85283 Telefacsimile (888) 240-9232 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time times, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT The Agreement represents the complete and exclusive statement between the CITY and CONSULTANT and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the CITY and by an authorized representative of CONSULTANT. The parties agree that any terms, or conditions of any purchase order or other instmrnent that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate CONSULTANT nor the CITY. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. .ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of CONSULTANT, CONSULTANT may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the CITY and any such assignment, transfer, delegation or subcontract without the CITY's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the CITY's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. PROFESSIONAL LICENSE CONSULTANT shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Aha and all other governmental agencies. CONSULTANT shall notify the CITY immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Patricia E. Healy Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney By: Lisa E. Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: CITY OF SANTA ANA, a municipal corporation of the State of California David N. Ream City Manager SILVER ROSE ENTERPRISES, LLC ~o s['~'~esi den~(~~t Tax ID#/SS#: ,~.._~-c{ ~'7,.~O [l~c::~ John. Reekstin, Executive Director Community Development Agency · ~ EXHIBIT A Enterprises, LLC www. SilverSpeaks.com "I never sought to develop problem-solvers. I always sought to develop problem-avoiders." Marianne Petrilto, Retired AT&T Operations Manager Change Your Focus/Change Your Life Developing Self-Managed Teams Identified Issue As unemployment steadily and rapidly increases and the economy faltem, the City of Santa Ana staff involved with workforce and economic development issues are facing an extreme rise in demand for services. In order to move clients and staff forward, it is imperative that each member of the team have the necessary skills to move forward themselves. Therefore, it is proposed that Silver Rose Enterprises, LLC (SRE) continue the existing partnership with Patti Nunn and her team in order to empower results for their staff and clients in the following areas: 1. Self-motivation, confidence, and ability to design creative solutions for work challenges 2. The ability to pass these skills along to clients, empowering them to design their own solutions 3. Modeling, for clients and staff, appropriate work behavior 4. Stress management including self-care 5. Teamwork 6. Communication 7. Productivity 8. Leadership 9. Organization 10. Problem-solving and decision-making PROGRAM OVERVIEW Developing Self-Managed Teams produces results in the aforementioned areas by combining the following methodologies: · Best practices of non-traditional facilitation · Best practices of training · A relatively new and transformative model known as coaching · Assessment tools designed to identify individual and team strengths and weaknesses. Because participants design their own solutions, rather than being led by the hand to pre-determined "answers," Developing Self-Managed Teams produces results that last. Participants absorb into their existing skill sets enhanced competencies essential to every business. Submitted July 1 l, 2003 5626D So. Captain Kidd Ct., Tempe, AZ 85283 (877)840-5416 (voice) 888-240-9232 (fax) ~ilv~rfa~SilverSoeaks.com Enterprises, LLC ww~v. SilverSpeaks.com DELIVERY METHODOLOGIES Developing Se. If-Managed Teams incorporates the following components, available on a "menu' basis. For the greatest long-term impact and results it is highly recommended that Silver Rose and the Santa Ana WORKS management team agree on which methodologies to use: 1. Facilitated brainstorming sessions 2. Traditional classroom training 3. Group Coaching 4. Individual Coaching 5. Weekly columns to reinforce learning BENEFITS The following rasults are available to participants who integrate into their work lives what they discover in Developing Self-Managed Teams: · The ability to empower others to solve their own problems · Getting more done in a day than previously thought possible · Less stress · Innovative solutions · Having more time and energy to spend on the important, but less time-critical projects · Increased energy, commitment, creativity, and enthusiasm · Improved relationships with co-workers and customers · Producing results vs. completing tasks · Higher morale and motivation · A heightened sense of teamwork and community · More resultsto celebrate! About Silver Rose During her 15 years in the human resources field, Silver Rose has worked with clients across a wide spectrum of industries and has developed an expertise for employee morale and motivation. Client companies have included Wells Fargo, Kaiser Permanente, Transamerica, The Gap, and a wide spectrum of city and government agencies engaged in Workforce Development. WIA clients include the California Workforce Alliance; Northern Central Counties Consortium; Northern Arizona Council of Governments; ETBS-Clackamas County Department of Human Services, STEP - Siskiyou Training & Employment Program, Santa Ana WORKS, and Sacramento Works Career Center. A former stand-up comedian, Rose is today an accomplished keynote speaker, coach, and facilitator who incorporates genuine warmth, observational humor, and active celebration to engage clients and audiences in life- changing conversations. Silver's inspirational message shines through loud and clear, with audience members enthusiastically proclaiming they wished everyone they knew could hear her speak...especially their boss! She produces a weekly column for clients entitled, Change Your Focus/Change Your Life and has three published books of humor including her favorite, Women Who Joke Too Much. She is a member of the National Speakers Association, Coach University, and a founding member of the U.S. Women's Chamber of Commerce. Submitted July 11, 2003 5626D So. Captain Kidd Ct., Tempe, AZ 85283 (877)840-5416 (voice) 888-240-9232 (fox) silver(d3SilverSoeaks.com Enterprises, LLC www. SilverSpeaks.com PRICING Customized Training or Facilitation Services - Full Day $ 2,500 Customized Training or Facilitation Services - Half Day $ 2,000 Harrison Innerview Assessments $ 300/each Team Report - Hardson Innerview $100/team member One-On-One Coaching via Telephone $100/session Consulting Services $ 200/hour Group Coaching via Telephone $ 300/session Weekly Column $50/month Travel expenses including hotel, travel and per diem of $50.00/day not included in pricing. Prices good from July l, 2003 to June 30, 2004 Submi~edJulyll, 2003 5626D So. Captain Kidd Ct., Tempe, AZ 85283 (877)840-5416 (voice) 888-240-9232 (fax) silver(&SilverSoeaka.com EXHIBIT B CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS and COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief, that: 1) No Federal appropriated funds have been paid or will be paid, by or 'on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an o, fficer or employee of Congress, or an employee of a Member of Congre'ss in connection with the awarding of any Federal contracts, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan or cooperative agreement. 2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was pla. ced when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more that 9100,000 for each such failure. Silver Rose Enterprises, LLC anization N~Im~'of C~rtifying Official Signature Silver Rose // /-- EXHIBIT C Certification Regarding Drug-Free Workplace Requirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Housing and Urban Development in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug-Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug-Free Workplace Act. CERTIFICATION A. The contractor certifies that it will provide a drug-free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug-free awareness program to inform employees about - (1) (2) (3) (4) The dangers of drug abuse in the workplace; The contractor's policy of maintaining a drug-free workplace; Any available drug counseling, rehabilitation, and employee assistance program; and the penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the contract, the employee will - (1) (2) Abide by the terms of the statement; and Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. (e) Notifying the U.S. Department of Housing and Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; Pg. 2 · (f) Taking one of the following actions, within 30 days of receiving notice under sub. paragraph (d)(2), with respect to any employee who is so convicted ~ (1) (2) Taking appropriate personnel action against such an employee, up to and including termination; or Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). The contractor shall insert in the space provided on the attached "Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code), the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U.S. Department of Housing and Urban Development immediately upon the decision to use such additional sites by submitting a revised "Place of Performance" form. Dated: DIVISION OF EMPLOYMENT SERVICES PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS Name: Silver Rose Name of Contractor: Contractor Number: Date: August 4, Silver Rose Enterprises, LLC 2003 The Contractor shall insert in the space provided below the site(s) expected to be used for the performance of work under the contract convered by the certification: Place of Performance (include street address, city, county, state, zip code for each site): Santa Aha WORK Center 1000 E. Santa Ama Blvd. Santa Aha, CA 92701 Exhibit D 'Contractor agrees that in addition to those agreements and obligations specified in the contract boiler plate, program narrative and statement of work, they will also adhere to and obey the following provisions, assurances, and certifications. ARTICLES 1) 2) 3) 4) Contractor assures and certifies that ~vhere applicable, classroom training instructors are properly credentialed,, and training curriculums comply with State Education Codes. Contractor assures and certifies that any requested modification to this agreement must be submitted in writing, explaining requested changes and rationale. Contractor further assures that no modification will be implemented without prior written approval from the Santa Ana Local Workforce Investment Area's Board. Contract assures and certifies that they are in good standing with the California Secretary of State Franchise Tax Board and Internal Revenue Service. Contract agrees to cooperate with any monitoring, inspection, audit, or investigations of activities related to this agreement as may be scheduled and conducted by the Santa Aha Local Workforce Investment Area's Board. EXHIBIT E ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carded by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement form as a part of Named Insured Countersigned by Authorized Representative ACORD. Flagstaff Insurance, Inc P.O. Box 1807 2100 E. Cedar Ave. Flagstaff AZ 86002 Phone:928-774-6631 Fax:928-779-1765 INSURED CERTIFICATE OF LIABILITY INSURANCF L. , THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, INSURERS AFFORDING COVERAGE Silver Rose Enterprises, LLC Marsha Rose INSURER C: 1125B Arnold Dr #187 INSURERD: I '~ INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER DATE { MMIDD~'Y} DATE {MMIDD/YYI LIMITS GENERAL LIABILITY( EACH OCCURRENCE S 1000000 A X COMMERCIAL GENERAL LIABILITY 4558167800 10/31/03 10/31/04 FIREOAMAGE(Anyonefire} $ 100000 I CLAIMSMADE [] OCCUR UEOEXP(Anyo.eperson) $ 10000 PERSONAL & ADV INJURY $ 1000000 GENERAL AGGREGATE $ 1000000 GEN'LAGGREGATELIMITAPPLIESPER: PRODUCTS-COMP/OPAGG $ 1000000 AUTOMOBILE LIABILITY -- COMBINED SINGLE LIMIT ~ __ ANY AUTO (Ea accident) $ ALL OWNED AUTOS -- BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per acOdent) $ ~ OCCUR ~ CLAIMS MADE AGGREGATE $ WORKERS COMPENSATION AND I TORY L'MITS I I ER City of Santa Aha, its officers, agents and employees are named as Additional Insured as respects work performed by nemed insured, per attached #55202 (5-00) CERTIFICATE HOLDER I Y I ADDITIONAL INSURED; INSURER LETTER: -- CANCELLATION City of Santa Aha 20 Civic Center Plaza Santa Ana CA 92701 ACORD28-S(7197} SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL iMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUT;y2g:. TIv? L ©ACORD CORPORATION 1988 · Agency Code 25-n055-00 Policy Number 0n0,&25-~,5581678 55202 (5-00) COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED EXCLUSION - PRODUCTS-COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM. SCHEDULE Name of Person or Organization (Additional Insured): CITY OF SANTA ANA , its officers, agents and employees (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) 1. Under Section II - WHO IS AN INSURED, the following is added: The person or organization shown in the above Schedule is an Additional Insured, but only with respect to liability arising out of "your work" for that insured by or for you. 2. Under Section I, COVERAGES, 2. Exclusions, the following exclusion is added: The insurance provided herein to the Additional Insured does not apply to the "products-completed operations hazard". Under Section III - LIMITS OF INSURANCE, the following is added: The limits of liability for the Additional Insured are those specified in the written contract or agreement between the insured and the owner, lessee or contractor, not to exceed the limits provided in this policy. These limits are inclusive of and not in addition to the limits of insurance shown in the Declarations. Under Section IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance, the following is added: This insurance is primary for the person o~ organization shown in the Schedule, but only with respect to liability arising out of "your work" for that person or organization by or for you. Other insurance available to the person or organization shown in the Schedule will apply as excess insurance and not contribute as primary insurance to the insurance provided by this endo~s~m~i~t~ Includes copyrighted material of Insurance Services Office., Inc., with its permission Copyright, Insurance Services Office, Inc., 1984 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer dghts to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S (7197) Enterprises, LLC December 3, 2002 To the City of Santa Ana I, Silver Rose, am under a contractual relationship with the City of Santa Ana to provide training and coaching services and understand the City's insurance requirements. While Ihave the necessary insurance coverage plus the Additional Insured Endorsement, as required, my insurance carrier Auto-Owners Insurance Co. which provides my commercial general liability insurance will not agree to the cross-outs in the cancellation clause (bottom right hand comer). Therefore, I, Silver Rose, on behalf of Silver Rose Enterprises, LLC., agree and promise that I will personally provide the City with the required 30 days' notice should my coverage be cancelled or materially reduced in amounts. Very truly yours, Deputy City Attorney 1125-B Arnold Drive, Suite 187 Martinez, CA 94553-4104 (877)840-5416 (tel) 888-240-9232 (fax) www. SilverSpeaks.com Victoria(~,silverspeaks,com