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HomeMy WebLinkAbout25J - RANCHO SANTIAGO-CAMBODIAN FAMILY-TECH PRGMREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: SEPTEMBER 7, 2010 TITLE: AGREEMENT WITH THE RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT AND MEMORANDUM OF UNDERSTANDING WITH THE CAMBODIAN FAMILY FOR THE DOL JOB TECH PROGRAM r CI Y MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 151 Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached agreement with the Rancho Santiago Community College District in the amount of $201,648 for the period of July 1, 2010 through June 30, 2011 to provide training to Santa Ana residents, subject to non- substantive changes approved by the City Manager and City Attorney; 2. Authorize the City Manager and Clerk of the Council to execute the attached Memorandum of Understanding with the Cambodian Family for the period of July 1, 2010 through June 30, 2011 to place ten Santa Ana WORK Center computers at The Cambodian Family's computer lab to enhance services for Santa Ana residents. DISCUSSION On June 4, 2010, the Santa Ana WORK Center was awarded a Department of Labor Earmark Grant in the amount of $714,000 to establish a computer lab. The lab will be used to provide training and employment services to Santa Ana residents. Training programs will include reading, math, basic computer skills, Water Technology, and Solar Technology provided by the Rancho Santiago Community College District. All program participants will be offered employment services which will be provided through the Santa Ana WORK Center and Cambodian Family. These services include resume writing, job search assistance, job placement assistance, and availability to computers for employment activities. The Santa Ana WORK Center will purchase 25 computers with the Department of Labor Earmark funding to ensure that program participants have access to computers for employment activities. Fifteen of the computers will be placed at the Santa Ana WORK and the remaining ten will be 25J-1 RSCCD Agreement and Cambodian Family MOU September 7, 2010 Page 2 placed at the Cambodian Family's location to enhance the current resources and include an alternate locale for participants. FISCAL IMPACT Funds are available in the Workforce Investment Act account (no. 13218743-69135). Cynthia J. Nelson Deputy City Manager for Development Services Community Development Agency CJN/LS/CDLR/sv APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Agreement with the Rancho Santiago Community College District 2. MOU with The Cambodian Family 25J-2 Contract No. AGREEMENT UNDER THE WORKFORCE INVESTMENT ACT THIS AGREEMENT, made and entered into this I't day of July, 2010, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("CITY") and Rancho Santiago Community College District Corporate Training Institute ("CONTRACTOR"). W-I-T-N-E-S-S-E-T-H Recitals: A. CITY has been designated a Local Workforce Investment Area (LWIA) under the Workforce Investment Act of 1998, Public Law 105-220 ("the Act"). B. The State of California has created the LWIA to administer the Act programs operated by the State of California pursuant to the Act. C. As a LWIA, CITY is entitled to receive federal funds to establish programs to prepare economically disadvantaged youths for entry into the labor market and to provide basic skills development to those individuals who are economically disadvantaged or otherwise face serious barriers to succeeding in life. One goal of California's Workforce Investment System is to provide youth with the opportunities to achieve career goals that will allow them to successfully compete in the labor market and prepare them for higher education. D. CONTRACTOR is experienced in operating education, occupational development and employment programs for economically disadvantaged youths for entry into the labor market ("said program"). E. CONTRACTOR is willing to operate said program pursuant to the Act and California law. WHEREFORE, for and in consideration of the respective and mutual covenants and promises hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereto do hereby agree as follows: Exhibit 1 Page 1 of 15 25J-3 I. CONTRACTOR'S OBLIGATIONS A. CONTRACTOR agrees to provide the following services pursuant to said program, as more specifically set forth in CONTRACTOR'S program narrative contained in "Exhibit A", attached hereto and by this reference incorporated herein: Provide assessment and training to Santa Ana WORK Center Job Tech Program CONTRACTOR'S failure to provide said services may be grounds for CITY to readjust the level of payment to CONTRACTOR otherwise provided for hereinafter. B. CONTRACTOR agrees to provide benefits to individuals who participate in the activities and services funded by this Agreement ("participants") in accordance with the standards and requirements set forth in Workforce Investment Act of 1998, Public Law 105-220. C. CONTRACTOR agrees to perform the services set forth herein in a professional, timely and diligent manner. D. CONTRACTOR shall provide wages and benefits to individuals who participate in the activities and services funded by this Agreement ("participants") in accordance with the standards and requirements of the Act, including Section 181 of the Act. E. CONTRACTOR shall adhere to the Labor Standards described in the Act including Section 181 of the Act. F. CONTRACTOR agrees to comply with the "Complaint Handling Procedures under the WIA", attached hereto as "Exhibit B" and incorporated herein as though fully set forth in 20 CFR §667.200, Subpart F. CONTRACTOR shall advise participants of their rights to file complaints under the Act and the procedures for resolution of any complaints. CITY's procedures for handling complaints alleging a violation of the Act, regulations, grants, or other agreements under the Act shall be followed and any decision of CITY, the State or the federal government relating to the complaint shall be binding and followed by CONTRACTOR. CONTRACTORS who are employers shall operate a grievance system that incorporates CITY's procedures for resolution of complaints relating to the terms and conditions of employment; these procedures shall be approved in writing by CITY. G. As a condition of this award of financial assistance under the Act to CONTRACTOR from CITY, CONTRACTOR assures, with respect to operation of all programs or activities funded with funds provided pursuant to the Act, and all agreements or arrangements to carry out such programs or activities, that it will comply fully with the nondiscrimination and equal opportunity provisions of the Act (Section 188) and compliance with Equal Employment Opportunity provisions in Executive Order (E.O.) 11246, as amended by E.O. 11375 and supplemented by the requirements of 41 CFR Part 60; the Nontraditional Employment for Women Act of 1991; Title VI of the Civil Rights Act of 1964, as amended; section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975, as amended; the Americans with Disabilities Act of 1990; and with all applicable requirements imposed by or pursuant to regulations implementing those laws, Page 2 of 15 25J-4 including, but not limited to, 29 CFR Part 33 and 37. The United States, the State of California and CITY have the right to seek judicial enforcement of this assurance. H. CONTRACTOR agrees that no participant(s) shall commence training prior to the approval of funding pursuant to Section 123 of the Act. 1. CONTRACTOR 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 CONTRACTOR'S services or activities, costs or other data, including but not limited to, participants' attendance, payroll records and job duty statements. CONTRACTOR agrees to forward to the Santa Ana Work Center Administrative Office, 1000 East Santa Ana Blvd., Suite 200, Santa Ana, California 92701 a completed Workforce Investment Act Application form (WIA EWIR) and supporting documents within 45 days of application date; a complete Workforce Investment Act Enrollment/Registration form (WIA EWIE) within 30 days of determination (reviewer) date; any subsequent updates to EWIE within 10 days of the begin date of activity or end date of an activity; Workforce Investment Act Youth Test Scores form (WIA EYTS) within 30 days of application date; Workforce Investment Act Exit form (WIA EWIT) within 15 days of completion/termination of active enrollment of trainee; and the Workforce Investment Act Follow-Up Contact Information form (WIA EWIF) within 21 days following 30, 60, 90,180, 270, and 360 days of exit. 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 CONTRACTOR'S activities, performance, books, documents, papers, and records of CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR does not make the above-referenced documents available within the City of Santa Ana, California, CONTRACTOR 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 CONTRACTOR and all documents related to this Agreement shall be kept available at the location where CONTRACTOR conducted the program, as well as in the County of Orange, 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. Without prejudice to any other section of this Agreement, CONTRACTOR Page 3 of 15 25J-5 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, CONTRACTOR 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 CONTRACTOR, costs incurred and services rendered hereunder. K. CONTRACTOR agrees to complete in triplicate, a monthly InvoiceNoucher on CITY's InvoiceNoucher form, showing in detail the amount of money already expended by CONTRACTOR hereunder, as this is a cash reimbursement contract. Accounting records must be supported by such source documentation such as cancelled checks, paid bills, payrolls, time and attendance records, contract and subgrant award documents [29 CFR-Subpart C, Section 97.20 (b)(6)]. CONTRACTOR agrees to submit the above-stated documents to the WIB Administrative Office, 1000 East Santa Ana Blvd., Suite 200, Santa Ana, California, 92701, by the tenth (10th) day of the month following the month in which CONTRACTOR'S services are performed. Should CONTRACTOR fail to deliver said documents to CITY, CITY shall have the option to cancel this Agreement by giving CONTRACTOR ten (10) days written notice thereof. CONTRACTOR shall either return to the CITY excess revenues over costs or use such excess revenues as program income by utilizing such program income for additional training activities authorized under the Act. L. CONTRACTOR agrees to expend all funds in accordance with all applicable federal, state and local laws and regulations. CONTRACTOR also agrees to provide at CONTRACTOR'S own expense supplies and other costs of said PROGRAM. M. CONTRACTOR shall arrange independently for an audit that includes WIA funds received from CITY, in accordance with the Act, 20 CFR Section 667.200 and OMB Circular A- 133. CONTRACTOR shall submit one original of each required audit report to CITY within (30) days after the date received by CONTRACTOR. Should CONTRACTOR fail to comply with these requirements, CITY may at its option withhold payment of funds, or disallow funds or suspend additional grant funds. N. CONTRACTOR shall not expend funds pursuant to this Agreement to provide services to any participant where costs of training are paid for by any other person or entity. 0. CONTRACTOR shall comply with the provisions of Circular A-102 of the U.S. Office of Management and Budget (OMB) and the related "Common Rule" entitled "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Government", Subpart C, paragraphs 37 and 42, Circular A-128, and all other applicable federal statutes and executive orders and their implementing regulations, including regulations at 29 CFR Part 97. P. CONTRACTOR 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. CONTRACTOR shall sign a certification to that effect in a form as set forth in "Exhibit C," attached hereto and by this reference Page 4 of 15 25J-6 incorporated herein. CONTRACTOR 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 CONTRACTOR under the terms and conditions of this Agreement. Q. CONTRACTOR agrees to provide a drug-free work place and to execute a certification as set forth in "Exhibit D" attached hereto and incorporated herein by this reference. R. CONTRACTOR, 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 enforcement, 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 California Employment Development Department (EDD). S. CONTRACTOR agrees to comply with all applicable provisions of the ACT and the federal regulations, including but not limited to the regulations found at 20 CFR part 629. T. CONTRACTOR agrees to provide priority of services for veterans and eligible spouses pursuant to 20 CFR part 1010 and the regulations implementing priority of service for veterans and eligible spouses in Department of Labor job training programs under the Jobs for Veterans Act published at 73 Fed.Reg. 78132 on December 19, 2008. II. CITY'S OBLIGATIONS A. CITY agrees to pay to CONTRACTOR when, if and to the extent federal funds are received under the provisions of the Act a sum not to exceed Two Hundred One Thousand Six Hundred Forty Eight Dollars ($201,648.00) for CONTRACTOR'S performance in accordance with the payment schedule attached hereto as "Exhibit E" during the period of this Agreement. Said sum shall be paid after CITY receives invoices submitted by CONTRACTOR as provided hereinabove. B. CITY agrees to provide for on-site monitoring reviews of said program operation at least twice annually. In addition, monthly desk-top reviews of pertinent information will be conducted. C. CITY has the right to de-obligate the funds hereunder and take such funding back from CONTRACTOR due to any of the following reasons: (a) lack of performance by CONTRACTOR; (b) lack of fiscal accountability of CONTRACTOR; or (c) decrease in available funding. III. TIME PERIOD OF AGREEMENT This Agreement shall commence on July 1, 2010, and all duties arising under this Agreement shall have been performed by June 30, 2011. The term of this Agreement may be extended by a writing executed by the Deputy City Manager for Development Services and the City Attorney. Page 5 of 15 25J-7 IV. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. V. WORKER'S COMPENSATION AND EMPLOYER'S RIGHTS A. CONTRACTOR shall use appropriate funds received from CITY to provide workers' compensation to all those hired by CONTRACTOR under this Agreement. B. CONTRACTOR shall have the right to hire, dismiss, or promote its employees or contract personnel hired under this Agreement so long as its hiring or dismissal policy or standard does not violate Title VII of the Civil Rights Act of 1964, Fair Labor Standards Act of 1938, or any other applicable law, and CONTRACTOR maintains itself as an Equal Opportunity employer. VI. APPLICABLE GUIDELINES A. The parties hereto agree that CONTRACTOR shall comply with all applicable federal and state laws and regulations, including, but not limited to the Performance Standards (Exhibit A) and general program requirements described in Sections 106 and 141 of the Act (29 USC Sections 1516 and 1551) and applicable regulations, and 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. CONTRACTOR also assures and certifies that: 1. CONTRACTOR acknowledges and confirms that the U.S. Department of Labor has established three (3) common measures for youth: (a) Placement in employment or education; (b) Attainment of degree or certificate; and, (c) Literacy or numeracy gains. With regard to the Summer Youth Program, the only measure is "Work Readiness". Pending WIA reauthorization and or U.S. Department of Labor and EDD updates, CONTRACTOR agrees to implement and shall meet any additional performance measures that may be subsequently required by the Workforce Investment Act or by any other Federal, State, and local law. 2. CONTRACTOR shall comply with Title VII of the Civil Rights Act of 1964 (P.L. 83-354) and in accordance with Title VII of the Act, no person shall, on the grounds of race, Page 6 of 15 25J-8 color, religion, sex, age, handicap or national origin be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement. 3. CONTRACTOR shall comply with any and all federal laws limiting the political activity of employees hired under this Agreement. 4. CONTRACTOR shall comply with the requirements that no program under the Act shall involve political activities. 5. RECORD INSPECTION. CONTRACTOR shall provide the U.S. Department of Labor and the Controller General, by and through any authorized representative, as well as the WIB Administrative Office, 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. 6. No person with responsibilities in the operation of any program under the Act 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. 7. CONTRACTOR shall maintain appropriate standards for health and safety in work and training situations. 8. CONTRACTOR shall comply with general provisions, assurances, and certifications attached hereto as "Exhibit F" and incorporated herein. 9. EQUAL OPPORTUNITY. Any literature distributed by CONTRACTOR 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 Ana 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." 10. Based on the population eligible to be served, or likely to be directly affected by the WIA program or activity, the services or information may need to be provided in a language other than English in order to allow such population to be effectively informed about or able to participate in the program or activity. Pursuant to 29 CFR 37.35, the Contractor must take reasonable steps to provide services and information in appropriate languages after considering the scope of the program or activity, and the size and concentration of the population that needs services or information in a language other than English. 11. CONTRACTOR certifies that all property, finished or unfinished documents, data, studies and reports prepared or purchased 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 CONTRACTOR by the CITY and/or purchased by the CONTRACTOR 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, CONTRACTOR will immediately return such tools and/or equipment to the CITY or dispose of them in accordance with the direction of the CITY. Page 7of15 25J-9 12. CONTRACTOR 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. 13. PATENT, COPYRIGHTS AND RIGHTS IN DATA. The CONTRACTOR will disclose to the CITY any invention, written product, computer program developed or data assembled as a result of performance of work under this Agreement within seventy four (74) days of invention, development or assembly. The CITY, State of California, and U.S. Department of Labor will have the right to patent any invention and copyright any written product or computer program or data generated by CONTRACTOR. Upon written request, CONTRACTOR will transfer all pertinent information, specifications and right, title and interest to the designated agency. 14. INVENTIONS, PATENTS AND COPYRIGHTS. A. Reporting Procedure. If any project produces patentable items, patent rights, processes, or inventions in the course of work under a U.S. Department of Labor (DOL) grant or agreement, the CONTRACTOR shall report the fact promptly and fully to the CITY. The CITY shall report the fact to the Grant Officer, at the DOL. Unless there is a prior agreement between the CITY and the DOL and its representative on these matters, the DOL shall determine whether to seek protection on the invention or discovery. The DOL and its representative shall determine how the rightsin the invention or discovery, including rights under any patent issued thereon, will be allocated and administered in order to protect the public interest consistent with the "Governmental Patent Policy" (President's Memorandum for Heads of Executive Departments and Agencies, August 23, 1971, and Statement of Government Patent Policy as printed in 36 FR 16889). B. Copyright Policy. 1. Unless otherwise provided in the terms of the grant or agreement, when copyright- able material is developed in the course of or under a DOL Grant or agreement, the author and the CITY which developed the work is free to copyright material or to permit others to do so. The CONTRACTOR and the Workforce Investment Board (WIB) shall have a royalty-free, nonexclusive and irrevocable license to reproduce, publish, use and to authorize others to use all copyrighted material. 2. The DOL reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for Federal Government purposes: (a) The copyright in any work developed under any grant, sub-grant, or contract under a grant or subgrant; (b) Any right of copyright to which a grantee, subgrantee or a CONTRACTOR purchases ownership with grant support; and (c) CONTRACTOR shall comply with the requirements of 29 CFR Part 97.34. C. Rights to Data. The DOL and the CITY shall have unlimited rights to any data first procured or delivered under this Agreement. 15. CLEAN AIR / CLEAN WATER ACT. If the grant hereunder exceeds $100,000, CONTRACTOR must comply 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 Page 8 of 15 25J-10 Environmental Protection Agency ("EPA") regulations (40 CFR Part 15) as any may now exist or be hereafter amended. Under these laws and regulations, the CONTRACTOR 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. C. CONTRACTOR agrees to adhere to the following STANDARDS OF CONDUCT: 1. General Assurance. Every reasonable course of action will be taken by CONTRACTOR in order to maintain the integrity of this expenditure of public funds and to avoid favoritism. This Agreement will be administered in an impartial manner, free from errors to gain personal, financial political gain. CONTRACTOR, its officers and employees, in administering this Agreement, will avoid situations which give rise to a suggestion that any decision was influenced by prejudice, bias, special interest or desire for personal gain. 2. Employment of Former State or CITY Employees. CONTRACTOR will ensure that any of its employees who were formerly employed by the State of California or CITY, in a position that could have enabled such individuals to impact policy regarding or implementation of programs covered by this Agreement, will not be assigned to any part or phase of the activities conducted pursuant to this Agreement for a period of not less than two years following the termination of such employment. 3. Conducting Business Involving Relatives No relative by blood, adoption or marriage of any executive or employee of CONTRACTOR will receive favorable treatment when considered for enrollment in programs provided by, or employment with, CONTRACTOR. 4. Conducting Business Involving Close personal Friends and Associates. Executives and employees of CONTRACTOR will be particularly aware of the varying degrees of influence that can be exerted by personal friends and associates and, in administering this Agreement, will exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to friends and associates. When it is in the public interest for CONTRACTOR to conduct business with a friend or associate of an executive or employee of CONTRACTOR, an elected official in the area or a voting or non-voting member of the Workforce Investment Board (WIB), a permanent record of the transaction will be retained. 5. Avoidance of Conflict of Economic Interest. No executive or employee of CONTRACTOR elected official in the area, or voting or non-voting member of a WIB, will solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by CONTRACTOR or CITY. Supplies, materials, equipment or services purchased with Agreement funds will be used solely for purposes asserted or allowed under this Agreement. No voting member of the WIB will cast a vote on the provision of services or vote on any matter which would provide direct financial benefit to that member or any business or organization which the member directly represents. Page 9 of 15 25J-11 6. Salary and Bonus Limitations. All Subrecipients of WIA program funds are required to comply with federal requirements regarding the limitations on salary and bonus payments in accordance with Public Law 109-149, Section 7013. VII. HOLD HARMLESS A. CONTRACTOR shall indemnify and save harmless CITY, its officers, agents and employees, from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, agents and employees, from any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers' compensation claims, resulting from or arising out of the negligent acts, errors or omission of CONTRACTOR, its employees or subcontractors. B. CONTRACTOR shall indemnify and save harmless CITY, its officers, agents and employees, from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, agents and employees, from and against any and all claims, demands, suits, actions or proceedings therefore, resulting from or arising out of the intentional or malicious acts of CONTRACTOR, its employees or subcontractors. VIII. INSURANCE 1. Commercial General Liability. CONTRACTOR agrees to obtain and keep in force during the term of this Agreement a policy of comprehensive commercial public liability insurance insuring the State of California, CITY, and CONTRACTOR against any liability for accident, injury or death arising out of or in consequence of this Agreement. Such insurance shall be in an amount not less than One Million Dollars ($1,000,000.00) for any injury to or death of any person or persons in any single accident or occurrence. Said policy of comprehensive public liability insurance shall be endorsed to provide to CITY and to the State of California, Employment Development Department, at least thirty (30) days written notice prior to cancellation; name CITY, its officers, agents, employees, and volunteers, and the State of California, its officers, employees, and volunteers as additional insured; and state that such coverage is primary to any other coverage or self-insurance of the State of California and CITY. Governmental entities may substitute a certificate of self-insurance. 2. Automobile Liability Coverage. CONTRACTOR shall also obtain and maintain, during the effective period of this Agreement, broad form automobile liability coverage with a $1,000,000 limit unless reduced by CITY, which applies to both owned/leased and non-owned automobiles used by CONTRACTOR employees or participants in performance of this Agreement, or, in the event that CITY will not utilize such owned/leased automobiles but intends to require employees, participants or other agents to utilize their own automobiles in the performance of this Agreement, CONTRACTOR shall secure and maintain on file from all such employees, participants, or agents as self-certification of automobile insurance coverage. Governmental entities may substitute a certificate of self-insurance. Page 10 of 15 25J-12 3. Workers' Compensation. If CONTRACTOR is an "employer", as set forth in California Labor Code Section 3300 et seq., or utilizes participants as "employees," as set forth in California Labor Code Section 3350 et seq., CONTRACTOR shall obtain and keep in force during the term of this Agreement full Workers' Compensation insurance coverage for injuries suffered by participants. Said insurance policy shall guarantee CITY at least thirty (30) days written notice of cancellation or modification. CONTRACTOR shall carry medical and accident insurance for those participants not qualifying as "employees" for Worker's Compensation Coverage, pursuant to California Labor Code Section 3350, et seq. 4. Equipment Coverage. CONTRACTOR shall purchase a policy or policies of insurance covering loss or damage to any and all Equipment provided to or purchased by CONTRACTOR in accordance with this Agreement. Said insurance shall be in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, vandalism, malicious mischief, theft, and special extended perils. Governmental entities may substitute a certificate of self-insurance. 5. Proof of Insurance. Certificates and endorsements must be submitted and approved by CITY prior to any work under this Agreement. CONTRACTOR understands that CITY will make no payments under this Agreement until the required certificates and endorsements have been approved by CITY. IX. CORPORATE STATUS All corporate CONTRACTORS shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in corporate status or suspension shall be reported immediately to CITY. X. ASSIGNABILITY None of the duties of, or work to be performed by, CONTRACTOR under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. CONTRACTOR must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of CONTRACTOR pursuant to this Agreement. XI. LAWS GOVERNING THIS AGREEMENT In its performance under this Agreement, CONTRACTOR shall fully comply with the requirements of the following, whether or not otherwise referred to in this Agreement: 1. The Act and all applicable federal statutes, regulations, policies, procedures and directives, including but not limited to, 20 C.F.R. Parts 652 and 660 through 671. 2. All applicable State statutes, regulations, policies, procedures and directives; Page I I of 15 25J-13 3. All applicable CITY policies, procedures and directives; 4. All applicable local ordinances and requirements, including use permits and licensing; 5. Court orders applicable to its operation; and, 6. The terms and conditions of this Agreement. If any of the foregoing is enacted, amended, or revised, CONTRACTOR will comply with such or will notify CITY after enactment or modification that it cannot so comply. CITY may thereupon terminate this Agreement, if necessary. XII. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of CONTRACTOR by CITY, and contains all the covenants and agreements between the parties with respect to such employment. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and CONTRACTOR. XIII. FRAUD CONTRACTOR shall immediately report to CITY all instances and facts concerning possible fraud, abuse or criminal activity relating to expenditure or receipt of funds under this Agreement. XIV. CONTINGENCY OF FUNDS CONTRACTOR acknowledges that approval of and funding for this Agreement is contingent upon State approval, and funds received or obligated from the State of California to CITY. If such approval of funds is not forthcoming, or is otherwise limited, CITY shall immediately notify CONTRACTOR. Within twenty (20) days of receipt of such notice, CONTRACTOR shall modify or cease operations as directed by CITY and negotiate necessary modification to this Agreement and/or reimbursement of costs incurred hereunder. XV. TERMINATION A. 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, CONTRACTOR may not terminate this Agreement if undue hardship will result to any participant. B. In the event CONTRACTOR defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to Page 12 of 15 25J-14 CONTRACTOR, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. XVI. 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 CONTRACTOR. 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 CONTRACTOR 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, CONTRACTOR shall act in accordance with CITY's decision unless the dispute involves a change order. XVII. BREACH - SANCTIONS If, through any cause, CONTRACTOR violates any of the terms and conditions of this Agreement, and/or prior agreements whereby grant funds were received by CONTRACTOR pursuant to this Agreement, or if CONTRACTOR reports inaccurately or if any Audit Report makes disallowances, CONTRACTOR shall promptly remedy its acts or omissions and/or repay CITY all amounts due CITY as a result of CONTRACTOR'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 CONTRACTOR 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 after thirty (30) days' written notice CONTRACTOR has failed to repay same or a repayment schedule has not been made; and/or (3) terminate this Agreement by giving written notice to CONTRACTOR of such termination in accordance the notice provision in Paragraph XVIII herein below. XVIII. 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: CITY: City of Santa Ana Manager, WIB Administrative Office Page 13 of 15 25J-15 P.O. Box 1988 (M-73) Santa Ana, CA 92702 and, CLERK: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Telefacsimile (714) 647-6956 CONTRACTOR: Rancho Santiago Community College District Corporate Training Institute 2323 N. Broadway, Suite 328 Santa Ana, CA 92706-1640 ATTN: Ruth Cossio-Muniz XIX. MERGER This Agreement, together with the attachments hereto, expresses the total understanding of the parties. There are no oral understandings of the parties or terms and conditions other than as stated herein. XX. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. XXI. MISCELLANEOUS PROVISIONS a. 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 attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. Page 14 of 15 25J-16 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above-written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher City Attorney By: Lisa E. Storck Assistant City Attorney By: CITY OF SANTA ANA, a municipal corporation of the State of California "CITY" David N. Ream City Manager "CONTRACTOR" By: Raul Rodriguez, Ph.D. Chancellor Tax ID #: Page 15 of 15 25J-17 25J-18 Memorandum of Understanding (MOU) between Cambodian Family and The City of Santa Ana W/O/R/K Center 1. PARTIES: The parties to this Memorandum of Understanding (MOU) are Cambodian Family and the City of Santa Ana W/O/R/K Center. 2. PURPOSE: The Santa Ana W/O/R/K Center, in conjunction with Cambodian Family, endeavors to establish a satellite facility located at The Cambodian Family, 1626 E. Fourth Street, Santa Ana, California 92701, in order to provide and/or coordinate workforce development services to individuals, providing them with internet access for job searches and KeyTrain computer based training software. 3. RESPONSIBILITIES: A) The City of Santa Ana W/O/R/K Center shall perform the following: 1) Loan ten (10) computers to Cambodian Family to enhance its computer lab. 2) Accept referrals to the Santa Ana W/O/R/K Center and Job Tech program. B) Cambodian Family shall perform the following: 1) Provide and pay the cost of internet service; 2) Maintain loaned computers and software, and provide insurance for such equipment as determined necessary; 3) Provide additional computers, printers, and computer enhancements; 4) Provide a room for workshops and orientations on an as needed basis; and 5) Provide access to the site for W/O/R/K Center personnel at least 1 hour per week, as deemed necessary for monitoring purposes. 6) Submit monthly reports; 7) Attend monthly partner meetings; 8) Return the ten (10) loaned computers to the City upon termination of this Agreement. 4. DURATION: This MOU shall start on September 1, 2010 and shall remain in effect until June 30, 2011. 5. AMENDMENTS: Either party may propose amendments to this MOU at any time by providing written notice to the other. Amendments to this MOU shall require the approval of the Deputy City Manager for Development Services, or her designee ("Deputy City Manager"), on behalf of the W/O/R/K Center. 6. CONFIDENTIALITY: If Cambodian Family receives information, which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Exhibit 2 25J-19 such information shall not be used or disclosed except in the performance of this Agreement, and Cambodian Family agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all non-public information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of Cambodian Family disclosed in a publicly available source; (c) is in rightful possession of Cambodian Family without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by Cambodian Family without reference to information disclosed by the City of Santa Ana. 7. DISPUTES: The parties shall first attempt to resolve all disputes informally. Any party may call a meeting of all parties to discuss and resolve disputes. Should informal resolution efforts fail, the dispute shall be referred to the Deputy City Manager to act as mediator, to attempt to resolve the dispute by holding an informal hearing with presentations by both parties. If the Deputy City Manager's resolution efforts fail, any party may file a grievance with the Deputy City Manager for review and hearing. The parties agree to be bound by the final determination resulting from that procedure. All costs associated with the grievance procedure shall be borne by the losing party. 8. SEVERABILITY: if any part of this MOU is found to be null and void, or is otherwise stricken, the rest of this MOU shall remain in force. 9. JURISDICTION: Jurisdiction over any disputes arising under this MOU shall reside in Orange County, California. 10. HOLD HARMLESS CLAUSE: Each party to this MOU agrees to indemnify and hold harmless the other parties, their 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 of acts or omissions of the party or its officers, agents, employees or volunteers in the performance of this MOU. City of Santa Ana W/O/R/K Center employees will not be entitled to the rights and benefits that Cambodian Family employees receive, in addition, City of Santa Ana W/O/R/K Center will take full responsibility for Worker's Compensation for their employees. 11. ACCESSABILITY: Cambodian Family will assure that its services and premises are accessible to persons with disabilities pursuant to the requirements of the Americans with Disabilities Act. 25J-20 12. AUTHORITY AND SIGNATURES: The individuals signing this MOU or its attachments have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing. IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Understanding the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher City Attorney CITY OF SANTA ANA a municipal corporation of the State of California David N. Ream City Manager Cambodian Family By: BY: Lisa E. Storck Assistant City Attorney Sundaram Rama Executive Director 25J-21 EXHIBIT A Cambodian Family Job Tech Center DOL - Earmark Grant The Cambodian Family is a non-profit agency that serves Santa Ana residents and provides opportunities for refugee and immigrant families to develop knowledge and skills necessary for employment. The Cambodian Family will partner with the Santa Ana WORK Center's Department of Labor Job Tech program which provides training and employment services to Santa Ana Residents. The Santa Ana WORK Center will loan ten computers to the Cambodian Family to enhance the current computer lab and provide Santa Ana residents with internet access for the purposes of employment activities. Additionally the Cambodian Family will provide access to KeyTrain software, a computer based reading, math, and computer literacy training program for participants that are deficient in basic skills. The Cambodian family will provide referrals to the Job Tech program and attend monthly partner meetings. The Cambodian Family will submit monthly reports on the following measures: • Number of referrals to the Job Tech Program • Number of clients using the PC Lab for Key Train • Number of clients using the PC Lab for Job Search access 4 25J-22