Sunnyvale City Council
June 21, 2022

Agreement No. 001-201-23

Original to:

Central Labor Council Partnership
NOVA

AGREEMENT BETWEEN

CITY OF SUNNYVALE AND C ENTRAL LABOR COUNCIL

PARTNERSHIP

FOR ADULT WORKFORCE DEVELOPMENT

SERVICES

This Agreement is made on between the City of Sunnyvale, a California municipal corporation (hereinafter referred to as "City"), on behalf of the NOVA Workforce Board (“NOVA”), and Central Labor Council Partnership hereinafter referred to as “Subrecipient” or “CLCP”.

Whereas, City has applied for and been granted funds from the State of California to provide workforce development services to adults and dislocated workers eligible under the Workforce Innovation and Opportunity Act Title I; and
Whereas, under this Agreement, Subrecipient is participating in the operation of such adult and dislocated worker services as a subrecipient of funds; and Whereas, City and Subrecipient are required to execute an Agreement wherein they agree to adhere to and comply with the conditions and requirements established for use of the funds of this grant;

Now, therefore, it is agreed:

1. Terms and Conditions: Subrecipient agrees to provide employment and training services and to comply with other requirements in accordance with the following:
(a) Program Design and Standards – Exhibit A;
(b) Special Provisions – Exhibit B;
(c) Assurances and Certifications – Exhibit C;
Attachment 1
Agreement No. 001-201-23

(d) Budget and Method of Payment – Exhibit D;
(e) State of California and Department of Labor guidelines, as they now exist are or hereinafter amended.

The above-referenced Attachments and Exhibits are incorporated by reference as though fully set forth herein.

2. Term of Agreement: July 1, 2022 through June 30, 2023

3. Funding Limit: $700,000 ($350,000 for WIOA Adults and $350,000 for WIOA Dislocated Workers)

4. Agreement Number: 001-201-23

5. State of California Subgrant No: AA211021/AA311021

6. Assistance Listing # (formerly known as CFDA #): 17.258 (adults) and 17.278 (dislocated workers)
The parties, by and through their authorized representatives as indicated below, hereby acknowledge and agree to the terms and conditions of this Agreement.

CITY OF SUNNYVALE CENTRAL LABOR COUNCIL

PARTNERSHIP

BY: BY:

NAME: Teri Silva NAME: Dillon Savory
TITLE: Assistant City Manager TITLE: Executive Director

APPROVED AS TO FORM:

By_______________________________
City Attorney
Attachment 1
Exhibit A
Agreement No. 001-201-23

PROGRAM DESIGN AND STANDARDS

I. PROGRAM DESIGN

A. PROJECT OVERVIEW: The following is a programmatic description of what will be accomplished during the contract period.

The Workforce Innovation and Opportunity Act (WIOA) is designed to help job seekers access employment, education, training, and support services to succeed in the labor market and to match employers with the skilled workers they need to compete in the global economy. WIOA has six main purposes: (1) increasing access to and opportunities for the employment, education, training, and support services for individuals, particularly those with barriers to employment; (2) supporting the alignment of workforce investment, education, and economic development systems in support of a comprehensive, accessible, and high-quality workforce development system; (3) improving the quality and labor market relevance of workforce investment, education, and economic development efforts; (4) promoting improvement in the structure and delivery of services; (5) increasing the prosperity of workers and employers; and (6) providing workforce development activities that increase employment, retention, and earnings of participants and that increase post-secondary credential attainment and as a result, improve the quality of the workforce, reduce welfare dependency, increase economic self-sufficiency, meet skill requirements of employers, and enhance productivity and competitiveness of the nation.

Per WIOA, the one-stop system is the basic delivery system for adult and dislocated worker services. Through this system, adults and dislocated workers can access a continuum of services.

The services are classified as career and training services. This Agreement is to operate a WIOA Title I one-stop center to serve WIOA-eligible adults and dislocated workers in Santa Clara County.

B. SCOPE OF SERVICES

Under the direction of City, Subrecipient is responsible for providing comprehensive workforce development services and activities to adults and dislocated workers.

Location of Services
Services shall be available Monday through Friday from 8:00 a.m. through 5:00 p.m. at the following locations:

Location: 1777 Borel Place
San Mateo, CA 94402

Purpose of Program
Subrecipient will provide a proven portfolio of services and resources to all customers. This work will help participants attain in-demand skills to increase their accessibility to high-level employment opportunities. This will result in optimal staffing at area businesses, building a more diversified, robust, and high growth economy. Subrecipient will do this specifically by:

Attachment 1
Exhibit A
Agreement No. 001-201-23

• Providing unified and seamless services that link and integrate: One-Stop supervision and partner policy compliance; our resource room; community partner engagement; participant outreach and recruitment; coordination with education and training institutions; and oversight and documentation of One-Stop WIOA performance metrics for Adults and Dislocated Workers.
• Providing exceptional Individualized Career Services and appropriate training referrals to eligible, registered participants in the WIOA Adult and Dislocated Worker programs. • Actively engaging and collaborating with local elected officials, local government staff, community organizations and business assistance agencies, in order to provide participants with a broad spectrum of services, leverage non-WIOA resources, and ensure the local One- Stop system is productive and becomes fully integrated into the larger public, private, and community services delivery system.
• Partnering and collaborating closely with NOVA Workforce Services, a department of the City of Sunnyvale, management and staff to ensure all services and outcomes are consistent with policies, goals, and objectives established by the NOVA Workforce Board.

Specific Services
Subrecipient will provide the following services to San Mateo County and its surrounding cities:

Basic WIOA Career Services
This level of service will provide individuals with general information about One-Stop Center services, access to the resource room, web-based job search tools such as NOVA Workforce Services’ MyPlan, access to local labor market information, and referrals to partnering agencies.

This will be accessible to all interested, enrolled and non-enrolled, participants.

Individualized WIOA Career Services:

This level of service is provided when the individual becomes a Registered Participant.

Participants have access to the following services but are not required to utilize all of the offerings:
• Assessments: conducted by Career Advisors through the Job Search Plan (JSP) appointment and by providing career/skills assessments using NOVA Workforce Services MyPlan. • Individual Employment Plan development: together with a Career Advisor, participants identify career objectives, appropriate timeline goals, and information regarding training services to achieve those goals.
• Group Counseling: participants will have the opportunity to network with peers in similar situations through NOVA Workforce Services Department Connections, specifically Success Teams, to provide encouragement and act as a support system for one another. • Individual Counseling: access to one-on-one remote and in-person appointments. • Career Planning: work with Career Advisors to ensure appropriate achievement objectives.
• Soft Skills: attendance of workshops, one-on-one career advising, and mock interviews. • Internship/Work Experience: referring customers to Returnship programs and intern opportunities by conducting research and by utilizing our Career Advisors’ professional networks to connect them to work.
• Workforce Preparation Activities: offer a variety of workshops to promote learning of current workforce trends as well as professional and personal development.

Attachment 1
Exhibit A
Agreement No. 001-201-23

• Financial Literacy Services: provide resources for financial planning including the CLC Partnership Financial Management workbook, free FDIC literacy program, and referrals to agencies such as SparkPoint and Peninsula Family Service. • Out of Area Job Search and Relocation Assistance: assist participants by utilizing servicelocator.org and researching labor market information in their new area. • English Language Education and Training Programs: refer clients to education services. • Follow Up Services: check in with participants for at least 12 months after the first day of employment to ensure retention.

WIOA Training Services
Training services will be provided to individuals who, based on a career exploration process and subject to priority of service and availability of funds:
• Are unlikely or unable to obtain or retain employment that leads to economic self-sufficiency or wages comparable to or higher than wages from previous employment through career services.
• Are in need of training services to obtain or retain employment leading to economic self- sufficiency or wages comparable to or higher than wages from previous employment. • Have the skills and qualifications to participate successfully in training services. • Have selected a program of training services that is directly linked to the employment opportunities in the local area or the planning region, or in another area to which the individuals are willing to commute or relocate.
• Are unable to obtain grant assistance from other sources to pay the costs of such training.

Training shall be provided through providers on the State’s Eligible Training Provider List (ETPL). Subrecipient has responsibility for making appropriate referrals to training to ensure a minimum 30% expenditure of training funds of $210,000 for the WIOA Adult and Dislocated Worker Programs for Individual Training Accounts (ITA). ITAs will be used to obtain occupational skills training leading to an employer-recognized credential. NOVA policy limits ITAs to a maximum of $6,000 per customer. Training services shall be provided in a manner that maximizes consumer choice in the selection of an eligible provider.

Recruitment and Eligibility
Subrecipient is responsible for attracting sufficient numbers of eligible job seeker customers to meet its enrollment obligations. NOVA Workforce Services, a department of the City of Sunnyvale, will approve eligibility verification documents submitted prior to enrollment. WIOA eligibility requirements govern who may be served with WIOA Title I adult and dislocated worker funds. Individuals to be served under this program must be a minimum of 18 years old and demonstrate the right to work in the United States. Dislocated workers must meet the definition in WIOA sec. 3(15). Refer to NOVA’s WIOA Eligibility Technical Assistance Guide for detailed eligibility guidance.

Equal Opportunity data must be collected on every individual who is interested in being considered for WIOA services and who has signified that interest by submitting personal information. The EO data must be maintained in a manner that allows the individuals from whom the data was collected to be identified, and that ensures confidentiality. Adults and Attachment 1
Exhibit A
Agreement No. 001-201-23

dislocated workers who receive services other than self-service or informational activities must be registered participants.

Under WIOA, veterans and eligible spouses receive priority of service in all Department of Labor-funded employment and training programs. In addition, priority must be given under WIOA adult funds to low-income individuals, public assistance recipients, or individuals who are basic skills deficient for individualized career services and training services. Refer to NOVA’s WIOA Adult Program Priority of Service policy and procedures.

Outreach and Recruitment Strategy
Subrecipient’s overall outreach and recruitment strategy will encompass:
• Providing excellent employment and training services at all levels that will impress our participants to such a degree that they will want to refer others in need of employment to our program.
• Group presentations and cultivating partnerships to civic organizations, community groups, community colleges and adult students.
• Promoting WIOA services and Center resources through websites and printed publications of community-based partners.
• Participation in local events including job fairs and community resource events. • Posting notices and flyers at partner locations, community facilities, and businesses. • Distribution of flyers and print materials to students enrolled at adult schools and in other programs operated by the One-Stop partners.

Subrecipient’s outreach strategy will include processes and activities aimed at recruiting specific target groups, including WIOA Adult Program Candidates, by outreaching to groups and communities with participants who are likely to be most in need of assistance from the workforce development system. Outreach efforts include a focus on local community centers, churches and faith-centered organizations, and a wide range of public benefit organizations. Dislocated Workers may also be recruited through participation in EDD’s employment workshops and other types of coordination with EDD.

Assessment
Assessment will be conducted as part of the Job Search Plan (JSP) appointment by Career Advisors. Career Advisors will meet with participants to assess their needs by asking a series of career goal-oriented questions and by noting any challenges they voice during the appointment.

The goal of the assessment is to determine the client’s career goals and to identify any barriers to employment. It is during this time the Career Advisor and the participant will be in agreement on what next steps the participant needs to accomplish in order to achieve their career goals. The participant and the Career Advisor will create an Individual Employment Plan to identify and reinforce participant goals and needs. This will include reviewing all NOVA Workforce Services services, specifically those that are most relevant to their job search progress.

Career Advisors also have access to web-based assessments, such as the O*NET Interest Profiler, Career Zone Skills Profiler, Myers-Briggs Type Indicator, Career Explorer, and VA Attachment 1
Exhibit A
Agreement No. 001-201-23

Wizard Values Assessment. The assessments indicated will better assist participants to have a clear career objective and have concrete evidence of labor market information in their specific industry in San Mateo County and surrounding areas.

Service Flow
Orientation: All individuals will be required to attend the Orientation workshop. The orientation will review services available at our San Mateo location such as workshops, career advising, web-based assessments, as well as explain the job-search process, and training options. During the Orientation, individuals will learn about the importance of having a Job Search Plan completed, which will be referenced during the duration of their job search.

Registration completion will be led by Subrecipient’s Customer Service Representatives who will collect appropriate WIOA documentation for participating individuals into WIOA Adult or Dislocated Worker programs.

Initial Needs: When participants’ eligibility has been verified by NOVA Workforce Services, a department of the City of Sunnyvale, Document Control Team, participants will be able to connect with a Career Advisor to discuss their Job Search Plan (JSP). Participants will review their goals and work with an advisor to create their Individual Employment Plan. At the end of the JSP appointment, Career Advisors will promote participant engagement by creating next steps together and providing additional resources for the participant to remain active in their job search.

Career Advising and Other Career Services
The provision of effective career advising services is central to Subrecipient’s ability to ensure that each enrolled participant develops an appropriate Individual Employment Plan (IEP) of action, completes all program activities and targets strategic employment objectives. The following descriptions showcase the various activities and processes which comprise Subrecipient’s career planning system:
• Job Search Plan (JSP): Career Advisors utilize a series of questions to identify the participant’s career objective. This JSP procedure contributes to effective career planning by ensuring participants have the foundational skills upon which to prepare for and seek employment in specific career areas.
• Individual Employment and Career Planning: Effective career guidance and counseling requires the development of an appropriate and well-organized employment plan.

Subrecipient and participants rely on a variety of assessments, labor market information (LMI), and other system resources to develop a comprehensive Individual Employment Plan (IEP). The IEP also considers personal or situational obstacles (including, but not limited to: skills deficits, lack of work/transferable experience, other needs, attitudes and perceptions) the participant may face. We will work to address these obstacles by engaging in career exploration and job search activities that motivate and inspire positive and productive thoughts and actions.
• Group Counseling: Subrecipient staff, along with NOVA Workforce Services staff, will provide guidelines for customers to help them form “Success Teams” to promote peer- Attachment 1
Exhibit A
Agreement No. 001-201-23

to-peer learning and confidence building. This will allow clients to know that they are not alone in their job search.
• Job Search Preparation Workshops: Subrecipient will offer a variety of job search preparation workshops that support the overall career guidance process for participants. • Following completion of the IEP, the participant has access to workshops and one-on- one appointments. The participant is encouraged to access all available resources to stay engaged in the program.

In circumstances that participants require individual case management, we will assign one of our Career Advisors to the participant. The assigned Career Advisor will be the main point of contact for the participant and will be responsible for contacting the participant to discuss special needs job search or training activities. After each contact, the Career Advisor will immediately document services provided and topics discussed including action when appropriate. If the special need is a language barrier, a career advisor who speaks that language will be assigned.

Follow-up Services
Follow-up services will be provided to participants that have been placed in unsubsidized employment for a minimum of 12 months. Through the follow-up services we will ensure the customer is successful in retaining their employment. Follow-up services will include continued career guidance and tips for success in the workplace. By providing follow-up services we ensure the customer has a continuing link to the workforce system and also feels supported throughout the “full lifecycle” of our services.

Customer Feedback
Subrecipient must incorporate customer feedback into its service strategies and is expected to incorporate ongoing surveying of customers for continuous improvement. Subrecipient will receive a job seeker customer satisfaction survey implemented by staff of the NOVA Workforce Services Department Sunnyvale location staff twice a year and is expected to achieve an overall customer satisfaction rate of a minimum of 85 percent.

NOVA Partners and Stakeholders’ Group
Subrecipient is expected to coordinate services with NOVA Workforce Services, a department of the City of Sunnyvale’s existing workforce development system partners and others that may be identified in the future. NOVA Workforce Services staff meets regularly with its partners carrying out WIOA core programs as well as other stakeholders to coordinate resources, including those relating to serving individuals with barriers. The meetings are an opportunity to learn about access points, ensure that challenges to access are addressed, and avoid duplication of services. The meetings also provide a forum to share labor market intelligence and provide professional development and capacity building. NOVA Workforce Services expects Subrecipient to be a full participant in the stakeholders’ group, including attending quarterly meetings, providing input to the group on challenges and best practices, and sharing customer feedback and labor market intelligence.

Attachment 1
Exhibit A
Agreement No. 001-201-23

C. PROJECT RESULTS:

Subrecipient will serve 250 WIOA enrolled adults over the term of this Agreement. Subrecipient will serve 250 WIOA enrolled dislocated workers The participant plan and performance goals and outcomes that apply to this Agreement are included in Attachment 1 to Exhibit A below.

Subrecipient shall endeavor to meet the goals to the best of its ability. NOVA Workforce Services, a department of the City of Sunnyvale, shall review progress toward goals on a regular basis, and inadequate progress may result in reduced funding and/or the termination of this Agreement, as specified in Special Provisions Section 17.

NOVA Workforce Services will perform fiscal and performance monitoring of Subrecipient at least once during the term of this Agreement, in accordance with NOVA’s Monitoring of WIOA Programs policy and procedures. Any items noted for corrective action must be addressed on a timely basis, as per the policy. NOVA Workforce Services will provide ongoing technical assistance as necessary to accomplish the goals of this project.

II. REPORTING AND DATA COLLECTION REQUIREMENTS

A. Central Labor Council Partnership Responsibilities
Records will be entered and maintained in NOVA Workforce Services’ Information Management System known as CISRS. CLCP staff will enter the following data in CISRS:

1. WIOA applications
a. Incomplete Applications
b. Completed Applications

2. Activity Codes (excluding initial enrollment activity codes) a. Universal Service Activity Codes
b. Basic Career Service Activity Codes
c. Individualized Career Service Activity Codes
d. Follow Up Service Activity Codes

3. Case notes
a. Universal Case Notes
b. Service Case Notes
c. No Service Case Notes
d. Follow Up Case Notes

4. Performance Outcomes
a. Placements for participants accessing training services

Attachment 1
Exhibit A
Agreement No. 001-201-23

CLCP staff will provide all original eligibility documents for each completed application within 2 days to NOVA Workforce Services for review and approval. NOVA Workforce Services will keep these files on site. After NOVA Workforce Services has approved an applicant’s eligibility, CLCP staff will enter service notes into CISRS and submit initial enrollment activity information through a separate online portal within 2 days of the date the service was provided. NOVA Workforce Services staff will enroll the applicant into a WIOA grant code and enter the activities documented by CLCP.

Upon completion of services, CLCP will forward a participant’s working file to NOVA Workforce Services. CLCP will provide NOVA Workforce Services with a monthly performance narrative in a mutually agreed upon format.

CLCP is expected to complete fiscal and accounting records including, but not limited to, backup documentation of all contract expenditures and demonstration of acceptable accounting methods to allocate costs.

B. NOVA Workforce Services Responsibilities
NOVA Workforce Services Department will review all eligibility documents and approve eligibility and enrollment. NOVA Workforce Services staff will enter the following participant data into CISRS:

1. Grant(s) enrollments

2. Activity Codes
a. Initial Enrollment Service Activity Codes
b. Training Activity Codes
c. Supportive Service/Training Reimbursement Activity Codes

3. Performance Outcomes
a. Measurable Skill Gains
b. Credential
c. Placements submitted through online portal

4. Closures

5. Follow up Forms

NOVA Workforce Services will maintain the original MIS/eligibility file for each participant.

All records relating to this program are subject to review and monitoring by NOVA Workforce Services, the State of California, and the Department of Labor and shall be made available upon request.

Financial records, supporting documents, statistical records, and all other records pertinent to an award shall be retained for a period of three years from the date of submission of the final Attachment 1
Exhibit A
Agreement No. 001-201-23

expenditure report or, for awards that are renewed quarterly or annually, from the date of the submission of the quarterly or annual financial report, as authorized by DOL.

III. PROGRAM COORDINATION

1. NOVA Workforce Services Department’s Job Seeker Services Manager, or her designee, shall be the Program Manager for the City and shall render overall supervision of the progress and performance of this Agreement by City. All services agreed to be performed by City shall be under the overall direction of the Program Manager.

2. Subrecipient shall assign a Coordinator who shall have overall responsibility for the progress and execution of this Agreement. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute Coordinator, Subrecipient shall notify City immediately of such occurrence. Subrecipient Coordinator and staff will fully cooperate with City relating to this Agreement.

IV. NOTICES

All notices or correspondence required or contemplated by this Agreement shall be sent to the respective parties at the following addresses:

City: Cindy Stahl, Job Seeker Services Manager
NOVA Workforce Services Department
505 West Olive Avenue, Suite 550
Sunnyvale, CA 94086
Telephone: (408) 730-7236
Email: [email protected]

Subrecipient: Dillon Savory, Executive Director
Central Labor Council Partnership
285 W. Shaw Avenue, Suite 201
Fresno, CA 93704
Telephone: (559) 269-0165
Email: [email protected]

Nothing contained herein shall be construed to prohibit the parties from communicating by the most expedient method available, whether by commercial courier, facsimile, or by electronic means. However, for purposes of providing official notification and/or documentation as required in this Agreement, the sending party assumes full responsibility and the burden of proof for the completed transmission if the documents or notification are sent by means other than certified, first class mail through the United States Postal Service.

Attachment 1
Exhibit A
Agreement No. 001-201-23

Exhibit A, Attachment I: WIOA Adult and Dislocated Worker Participant Plan and Performance Goals (PY 21-22)

Attachment 1
Exhibit A
Agreement No. 001-201-23

Exhibit A, Attachment I: WIOA Adult and Dislocated Worker Participant Plan and Performance Goals (PY 21-22)

Attachment 1
Exhibit B
Agreement No. 001-201-23

SPECIAL PROVISIONS

S1 INSUFFICIENT FUNDING

In the event that the U.S. Department of Labor or the Governor of the State of California fails to provide sufficient funding for implementation of the entire services as set forth herein, the amount set forth in this Agreement shall be reduced and the program shall be reduced proportionately. City shall endeavor to provide a minimum of thirty (30) days notice in the event of reduced funding.

S2 ENTIRE AGREEMENT

This Agreement, its exhibits, attachments, and references cited herein fully express all understandings of the parties concerning the matters covered herein. No addition to or alteration of the terms of this Agreement, and no other Agreements of the parties or their officers, agents, or employees, shall be valid unless made in the form of a written amendment to this Agreement duly approved and executed by the parties' authorized representative(s).

S3 PROCEDURE TO MODIFY THE AGREEMENT

Subrecipient shall submit its request for changes in writing to the City's Program Manager as identified in Exhibit A. Such modification requests must include a summary of the proposed revisions and justification for each.

S4 INDEMNIFICATION

Subrecipient shall hold harmless, defend, and indemnify the City and its officers, agents, officials, employees, and volunteers against all claims, losses, damages and/or expenses including attorney fees, costs of litigation and judgement, directly or indirectly arising from or claiming to arise from any injury to any person(s), damage to any property, or any economic loss, arising out of, in whole or in part, (1) by any negligent act or omission of the Subrecipient; and/or (2) the Subrecipient’s performance or non-performance of its duties under this contract/agreement; and/or (3) any defect in any services provided by the Subrecipient. This duty to defend, indemnify, and hold harmless shall include the Subrecipient’s responsibility for any and all foregoing claims, even if such claims are groundless, false, and/or fraudulent and any and all equitable relief, damages, costs and attorney fees except those caused by the sole negligence, recklessness or willful misconduct of the City.

This obligation shall be continuing in nature and extend beyond the term of this contract/agreement. The doctrine of equitable tolling extends the time within which an action for breach of this provision may be filed.

Attachment 1
Exhibit B
Agreement No. 001-201-23

Subrecipient and City as used in this section, include the employees, agents, sub-contractors, and any other person who are directly employed by or otherwise legally responsible, respectively to each party.

S5 LEGAL RELATIONSHIP

5.1 It is understood and agreed that Subrecipient is an independent contractor and that no relationship of employer-employee exists between the parties hereto; that Subrecipient shall not be entitled to any benefits available to employees of City; that City is not required to make any deductions from the compensation payable to Subrecipient under the provisions of this Agreement; that as an independent contractor, Subrecipient thereby holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement. It is further understood and agreed that Subrecipient has no authority to act for or on behalf of City other than acting as Subrecipient in carrying out and performing the terms of the Agreement.

5.2 The Federal Government and the State of California are not parties hereto and no legal liability on the part of the federal or state government is implied under the terms and conditions of this Agreement; any liabilities, legal actions or disputes as may arise under this Agreement are between the City and Subrecipient.

5.3 All powers not explicitly vested in Subrecipient by the Agreement remain with City.

5.4 Subrecipient, without additional expense to City, shall be responsible for obtaining any necessary licenses and permits, and for complying with any applicable federal, (including OSHA) state and municipal laws, codes and regulations. Subrecipient shall be similarly responsible for all damages to persons or property that occur as a result of Subrecipient fault or negligence. Subrecipient shall take adequate precautions to protect the work, the workers, the public, and the property of others. Failure to do so shall place Subrecipient in default of the terms of this Agreement.

5.5 If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, if such remainder would then continue to conform to the terms and requirements of applicable law.

5.6 In no event shall any payment by City hereunder constitute or be construed to be a waiver by City of any breach of covenants or conditions of this Agreement or any default which may then exist on the part of Subrecipient. The making of any such payment shall not prejudice any right or remedy available to City with respect to such breach or default.

5.7 In no event shall a waiver by City of any of the provisions herein invalidate the remainder of the Agreement.

Attachment 1
Exhibit B
Agreement No. 001-201-23

S6 CONFLICT OF INTEREST

Subrecipient shall maintain a written code of conflict of interest standards, shall comply with all applicable laws related to conflicts of interest, and will ensure that no actual or apparent conflict of interest under applicable law shall occur relative to the performance of this Agreement. Subrecipient agrees to immediately notify City of any facts that may give rise to a conflict of interest. Subrecipient is aware of the prohibition that no public officer or employee shall have any interest, direct or indirect, in this Agreement or in the proceeds thereof. During the term of this Agreement, Subrecipient shall not accept employment or an obligation which is inconsistent or incompatible with Subrecipient’s obligations under this Agreement.

S7 PERSONNEL

7.1 Subrecipient represents that it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or be deemed thereby to have any contractual relationship with City.

7.2 All of the services hereunder will be performed by Subrecipient or under its supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized under State and local law to perform such services.

S8 INTELLECTUAL PROPERTY

8.1 Federal Funding
If this Agreement is funded in whole or in part by the federal government, City may acquire and maintain the intellectual property rights, title, and ownership which result directly or indirectly from the Agreement, except as provided in 37 CFR Part 401.14. However, pursuant to Uniform Guidance 2 CFR Part 200 and DOL Exceptions 2 CFR Part 2900, the federal government shall have a royalty-free, non-exclusive, irrevocable, paid-up license throughout the world to use, duplicate, or dispose of such intellectual property in any manner for governmental purposes and to permit others to do so.

8.2 Ownership
a. Except where City has agreed in a signed writing to accept a license, City shall be and remain without additional compensation, the sole owner of any and all rights, title and interest in all intellectual property, from the moment of creation, whether or not jointly conceived, that are made, conceived, derived from, or reduced to practice by Subrecipient or City and which result directly or indirectly from this Agreement.

b. For the purposes of this Agreement, intellectual property means recognized protectable rights and interest such as: patents (whether or not issued), copyrights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, slogans, oral rights, right of publicity, author’s rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, goodwill, any data or information maintained, collected or stored in the ordinary course of Attachment 1
Exhibit B
Agreement No. 001-201-23

business by City, and all other legal rights protecting intangible proprietary information as may exist now and/or hereafter come into existence, and all renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other state, country or jurisdiction.

(1) For the purposes of the definition of intellectual property, “works” means all literary works, writings and printer matter including the medium by which they are recorded or reproduced, photographs, art work, pictorial and graphic representations and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sounds recordings, tapes, educational materials, interactive videos, computer software and any other materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed for the purpose of producing those final products. “Works” does not include article submitted to peer review or reference journals or independent research projects.

c. In the performance of this Agreement, Subrecipient may exercise and utilize certain of its intellectual property in existence prior to the effective date of this Agreement. In addition, under this Agreement, Subrecipient may access and utilize certain of City’s intellectual property in existence prior to the effective date of this Agreement. Except as otherwise set forth herein, Subrecipient shall not use any of City’s intellectual property now existing or hereafter existing for any purposes without the prior written permission of City. Except as otherwise set forth herein, neither Subrecipient nor City shall give any ownership interest in nor rights to its intellectual property to the other party. If, during the term of this Agreement, Subrecipient accesses any third-party intellectual property that is licensed to City, Subrecipient agrees to abide by all license and confidentiality restrictions applicable to City in the third party’s license agreement.

d. Subrecipient agrees to cooperate with City in establishing or maintaining City’s exclusive rights in the intellectual property and in assuring City’s sole rights against third parties with respect to the intellectual property. If Subrecipient enters into any agreements or subcontracts with other parties in order to perform this Agreement (other than for customized or on-the-job training), Subrecipient shall require the terms of the agreement(s) to include all intellectual property provisions of this Agreement.

e. Subrecipient further agrees to assist and cooperate with City in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce City’s intellectual property rights and interests.

8.3 Retained Rights/License Rights
a. Except for intellectual property made, conceived, derived from, or reduced to practice by Subrecipient or City and which result directly or indirectly from this Agreement, Subrecipient shall retain title to all of its intellectual property to the extent such intellectual property is in existence prior to the effective date of this Agreement. Subrecipient hereby grants to City, without additional compensation, a permanent, non-exclusive, royalty free, Attachment 1
Exhibit B
Agreement No. 001-201-23

paid-up, worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose of Subrecipient’s intellectual property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the intellectual property as set forth herein.

b. Nothing in this provision shall restrict, limit, or otherwise prevent Subrecipient from using any ideas, concepts, know-how, methodology or techniques related to its performance under this Agreement, provided that Subrecipient’s use does not infringe the patent, copyright, trademark rights, license or other intellectual property rights of City of third party, or result in a breach or default of any provisions of this section of Agreement or result in a breach of any provisions of law relating to confidentiality.

8.4 Copyright
a. Subrecipient agrees that for purposes of copyright law, all works of authorship made by or on behalf of Subrecipient in connection with Subrecipient’s performance of this Agreement shall be deemed “works made for hire.” Subrecipient further agrees that the work of each person utilized by Subrecipient in connection with the performance of this Agreement will be a “work made for hire.” Subrecipient shall enter into a written Agreement with any such person that: (i) all work performed for Subrecipient shall be deemed a “work made for hire” under the Copyright Act, and (ii) that person shall assign all right, title, and interest to City to any work product made, conceived, derived from, or reduced to practice by Subrecipient or City and which results directly or indirectly from this Agreement.

b. All materials, including but not limited to computer software and visual works or text, reproduced or distributed pursuant to this Agreement that include intellectual property made, conceived, derived from, or reduced to practice by Subrecipient or City and which result directly or indirectly from this Agreement may not be reproduced or disseminated without prior written permission from City.

8.5 Patent Rights
With respect to inventions made by Subrecipient in the performance of this Agreement, which did not result from research and development specifically included in Subrecipient’s scope of work, Subrecipient hereby grants to City a license for devices or materials incorporating or made through the use of such inventions. If such inventions result from research and development work specifically included within Subrecipient’s scope of work, then Subrecipient agrees to assign to City, without additional compensation, all its right, title, and interest in and to such inventions and to assist City in securing United States and foreign patents with respect thereto.

8.6 Third-Party Intellectual Property
Except as provided herein, Subrecipient agrees that its performance of this Agreement shall not be dependent upon or include any intellectual property of Subrecipient or third party without first: 1) obtaining City’s prior written approval; and 2) granting to obtaining for City, without additional compensation, a license of any of Subrecipient’s or third-party’s intellectual property in existence prior to the effective date of this Agreement. If such a license upon these terms is unattainable, and City determines that the intellectual property Attachment 1
Exhibit B
Agreement No. 001-201-23

should be included in or is required for Subrecipient’s performance of the Agreement, Subrecipient shall obtain a license under terms acceptable to City.

8.7 Warranties
a. Subrecipient represents and warrants that:
(1) It has secured and will secure all rights and licenses necessary for its performance of this Agreement.
(2) Neither Subrecipient’s performance of this Agreement, nor the exercise by either party of the rights grant in this Agreement, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the intellectual property made, conceived, derived from, or reduced to practice by Subrecipient or City and which result directly or indirectly from this Agreement will infringe upon or violate any intellectual property right, non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by any state, the United States, or any foreign country. (3) Neither Subrecipient’s performance nor any part of its performance will violate the right of privacy of, or constitute a libel or slander against any person or entity. (4) It has secured and will secure all rights and licenses necessary for intellectual property including but not limited to consents, waivers or releases from all authors of music or performances used, and talent (radio, televisions and motion picture talent), owners of any interest in and to real estate, site locations, property or props that may be used or shown.
(5) It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights grant to City in this Agreement.
(6) It has appropriate systems and controls in place to ensure that state and federal funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. (7) It has no knowledge of any outstanding claims, licenses or other charges, liens, or encumbrances of any kind or nature whatsoever that could affect in any way Subrecipient’s performance of this Agreement.

b. City makes no warranty that the intellectual property resulting from this Agreement does not infringe upon any patent, trademark, copyright or the like now existing or subsequently issued.

8.8 Intellectual Property Indemnity
a. Subrecipient shall indemnify, defend and hold harmless City and its licensees and assignees, and its offers, directors, employees, agents, representatives, successors, and users of its products (“indemnities”) from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with to any thereof), whether or not rightful, arising from any and all actions of claims by any third party or expenses related thereto (including but not limited to all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action or proceeding commenced or threatened) to which any of the Indemnities may be subject, whether or not Subrecipient is a party to any pending or threatened litigation, which arise out of or are Attachment 1
Exhibit B
Agreement No. 001-201-23

related to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of Subrecipient pertaining to intellectual property; or (ii) any intellectual property infringement, or any other type of actual or alleged infringement claim, arising out of City’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the intellectual property made, conceived, derived from, or reduced to practice by Subrecipient or City and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Agreement.

City reserves the right to participate in and/or control, at Subrecipient’s expense, any such infringement action brought against City.

b. Should any intellectual property license by Subrecipient to City under this Agreement become the subject of an intellectual property infringement claim, Subrecipient will exercise its authority reasonably and in good faith to preserve City’s right to use the licensed intellectual property in accordance with this Agreement at no expense to City. City shall have the right to monitor and appear through its own counsel (at Subrecipient’s expense) in any such claim or action. In the defense or settlement of the claim, Subrecipient may obtain the right for City to continue using the license intellectual property or replace or modify the licensed intellectual property so that the replaced or modified intellectual property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed intellectual property. If such remedies are not reasonably available, City may be entitled to a refund of all monies paid under this Agreement, without restriction or limitation or any other rights and remedies available at law or in equity.

c. Subrecipient agrees that damages alone would be inadequate to compensate City for breach of any term of these intellectual property provisions of this Section by Subrecipient.

Subrecipient acknowledges City would suffer irreparable harm in the event of such breach and agrees City shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or imitation of any other rights and remedies available at law or in equity.

8.9 Survival
The provisions set forth herein shall survive any termination or expiration of this Agreement or any project schedule.

S9 SUBCONTRACTING/ASSIGNMENT

9.1 Subrecipient's duties under this Agreement shall not be delegated by Subrecipient nor shall any of the work or services to be performed hereunder be subcontracted out to third parties without the prior, written consent of the City. Third-party subcontractors identified in this Agreement shall be deemed to have been approved by City. Subrecipient shall perform oversight of such third-party subcontractors to ensure compliance with WIOA regulations, including requirements related to confidentiality, records retention, allowable costs, and other requirements applicable to this program.

Attachment 1
Exhibit B
Agreement No. 001-201-23

S10 COMPLAINTS/GRIEVANCES

Subrecipient shall maintain a policy and procedure for resolving any complaints and/or grievances arising in connection with an alleged violation of the grant, or other Agreements that complies with the requirements of WIOA Section 181(c), or shall follow the requirements of City’s policy for handling such complaints and grievances.

S11 PUBLIC ACCESS TO RECORDS

As a condition of receiving WIOA (Workforce Innovation and Opportunity Act) funds, the independent auditor or monitor of the City, the State of California Employment Development Department auditors, investigators, and monitors, and the Department of Labor, Comptroller General of the United States or their duly authorized representatives shall at all times during the Agreement term and for a period of three years thereafter have the right of access to any books, documents, papers, financial statements and records (including computer records) of Subrecipient which are directly pertinent to charges under this Agreement to assure compliance with the terms of the Agreement and the WIOA statutes, regulations, and directives, and to make excerpts, transcripts, and photocopies. This right also includes timely and reasonable access to Subrecipient’s personnel with knowledge of the records and financial statements for the purpose of interviews and discussions related to documents and services provided under this Agreement.

S12 INSURANCE AND BONDS

Subrecipient shall procure and maintain insurance for the duration of the contract against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by Subrecipient, its agents, representatives, or employees.

12.1 Minimum Scope and Limits of Insurance

Subrecipient shall maintain limits no less than:

1. Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and $4,000,000 aggregate. ISO Occurrence Form CG 0001 is required.

2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

ISO Form CA 0001 is required.

3. Workers' Compensation Statutory Limits and Employer's Liability: $1,000,000 per accident for bodily injury or disease. The policy must be endorsed with a waiver of subrogation in favor of the City of Sunnyvale.

12.2 Deductibles and Self-Insured Retentions

Any deductibles or self-insured retentions must be declared and approved by the City of Sunnyvale’s Risk Manager. Subrecipient shall guarantee payment of any losses and related Attachment 1
Exhibit B
Agreement No. 001-201-23

investigations, claim administration and defense expenses within the deductible or self- insured retention.

12.3 Other Insurance Provisions

1. During the term of the contract, The City of Sunnyvale, its officials, employees, agents and volunteers are to be covered as additional insureds in Subrecipient’s commercial general liability policy with respects to liability arising out of activities performed by or on behalf of Subrecipient; products and completed operations of Subrecipient; premises owned, occupied or used by Subrecipient. The coverage shall contain no special limitations on the scope of protection afforded to the City of Sunnyvale, its officers, employees, agents or volunteers.

2. For any claims related to this project, Subrecipient’s insurance shall be primary. Any insurance or self-insurance maintained by the City of Sunnyvale, its officers, officials, employees, agents and volunteers shall be excess of Subrecipient’s insurance and shall not contribute with it.

3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Sunnyvale, its officers, officials, employees, agents or volunteers.

4. Subrecipient’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City of Sunnyvale.

6. The policy limits of coverage shall be made available to the full limits of the policy.

The minimum limits stated above shall not serve to reduce Subrecipient’s policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.

12.4 Acceptability of Insurers

Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City of Sunnyvale’s Risk Manager.

12.5 Verification of Coverage

Subrecipient shall furnish the City of Sunnyvale with an original Certificate of Insurance effecting the coverage required. The certificates are to be signed by a person authorized by Attachment 1
Exhibit B
Agreement No. 001-201-23

that insurer to bind coverage on its behalf. All certificates are to be received and approved by the City of Sunnyvale’s Risk Manager prior to commencement of work.

The aforementioned insurance requirements can be met through any combination of primary and excess/umbrella policies that fulfill the stipulated coverage as cited above.

The City will accept evidence of self-insurance from Subrecipient that meets the above requirements.

12.6 Fidelity Bonds

If cash advances are part of the contract, a fidelity bond is required in an amount of $100,000 or the highest estimated monthly expenditure, whichever is lower, covering any and all of City's officers and employees involved in the performance of the contract.

S13 FISCAL AND RECORDKEEPING RESPONSIBILITIES

13.1 Subrecipient shall comply with OMB CFR Chapter II, Part 200, et al., Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards:

Final Rule and the Department of Labor’s (DOL) exceptions at 2 CFR Chapter II, Part 2900 et al. and as hereafter amended relating to the utilization of funds, the operation of programs, and maintenance of records, books, accounts, and other documents under the Act.

13.2 Subrecipient shall maintain adequate administrative and accounting controls, personnel standards, evaluation procedures and other policies to promote the safe and effective use of funds provided by this Agreement.

13.3 Subrecipient shall submit reports of fiscal data in accordance with City's policies and procedures. For cost reimbursement Agreements, fiscal accounts shall be maintained in a manner sufficient to permit preparation of expense reports on an accrual basis as required by City and DOL. Such financial information reported must be taken directly or linked by worksheet to books of original entry and traceable to source documents. Subrecipient shall maintain a cost allocation plan for distribution of shared costs. Fiscal records must provide a clear audit trail.

13.4 Subrecipient shall separately account for WIOA funds on deposit. All funding under this agreement will be made by check or wire transfer for deposit in Subrecipient’s bank account.

13.5 Under this Agreement Subrecipient shall use funds allocated exclusively for costs related to employment and training services as defined in Exhibit A, Program Design and Standards.

13.6 Subrecipient shall not be allowed to recover costs incurred before and after the term of this Agreement.

13.7 All records pertaining to this Agreement shall be retained for three (3) years from the date of Subrecipient’s final expenditure report except when audit has not been completed or audit findings have not been resolved. In such cases, the pertinent records must be maintained Attachment 1
Exhibit B
Agreement No. 001-201-23

until audit is completed and audit findings resolved. Records for nonexpendable property acquired with federal funds shall be retained for three (3) years after its final disposition.

13.8 For any Agreement in which unexpended funds resulting from cash advances remain upon completion or termination of this Agreement, Subrecipient shall return such funds to the City within sixty (60) days of the termination of Agreement.

13.9 Subrecipient shall account for any income received deemed as Program Income and utilize said income in accordance with that same section. For public or private non-profit agencies, this shall include any revenues in excess of costs. These funds may be retained by Subrecipient to underwrite additional training or training related services pursuant to the Agreement and/or grant which generated them as approved by City; or the funds shall be returned to City. Fiscal records must provide a clear audit trail for expenditures incurred and costs relative to additional training or services to be provided by appropriate cost category.

S14 PROPERTY MANAGEMENT

14.1 Subrecipient must obtain City’s approval prior to charging this Agreement for any portion of the cost of the following:
• The purchase of property with a per-unit single cost totaling $5,000 or more. • The purchase, rent, licensing, maintenance fee, or subscription of information-technology applications/software/services with a per-unit single or cumulative cost totaling $5,000 or more within a twelve-month period.

Subrecipient shall consult with the City prior to disposing of equipment purchased with WIOA funds.

14.2 Subrecipient shall allow the City to make on-site verification that authorized non-expendable property has been purchased and is being used for the purposes of this Agreement.

Subrecipient must maintain accurate inventory records of all equipment purchased with federal funds.

14.3 Subrecipient shall maintain an audit trail showing the acquisition and disposition of all non- expendable property. Such records shall be retained for a period of three (3) years after the final disposition of the property.

14.4 Funds provided under the Agreement shall not be used for the purchase of real property or options to purchase.

S15 RIGHT TO REALLOCATE FUNDS

15.1 City will monitor Subrecipient’s expenditures monthly under this Agreement and may reallocate funds in the event Subrecipient is not making adequate progress toward budget goals, per Exhibit D of this Agreement.

15.2 City will provide Subrecipient with no less than thirty (30) days written notification of its intent to reallocate funds. Subrecipient shall have opportunity to respond and offer any views Attachment 1
Exhibit B
Agreement No. 001-201-23

and recommendations within the 30-day notification period. City is not bound to accept Subrecipient's views and/or recommendations with respect to the intended reallocation.

S16 REPORTS

16.1 Subrecipient shall prepare and submit all required documents and reports as specified by the City. In addition, special reports necessary for program operation and evaluation may be required.

16.2 Subrecipient shall submit a monthly performance report, within 10 days of the end of a month, to City. This report shall reflect current performance to plan information, note any areas of concern or problems, and include any other information as appropriate to the performance of the services under this Agreement.

S17 TERMINATION OF AGREEMENT

This Agreement may be terminated in whole or in part under the following circumstances:

17.1 Termination for Convenience

In the event that either Subrecipient or the City determines that continuation of this Contract would not be in its best interests, this Agreement may be terminated in whole or in part by either party. Termination shall be effected by delivery to Subrecipient or City of a Notice of Termination. Such notice shall be delivered a minimum of 30 days prior to the effective date of termination, which shall be specified in the notice. Subrecipient shall be compensated pursuant to the terms of this Agreement for all funds earned up to the point of termination.

17.2 Termination for Cause

City may terminate this Agreement when it has determined that Subrecipient has failed to provide any of the services specified or to comply with any of the provisions contained in this Agreement. City will notify Subrecipient of such unsatisfactory performance in writing.

Subrecipient will correct the deficiencies within the timeframe provided by City or the Agreement terminates. In the event of such termination, City shall be liable for payment only for such services as were satisfactorily rendered prior to the effective date of the termination.

17.3 Insufficient Funding

Under conditions of reduced funding, the City reserves the right to immediately terminate this Agreement.

S18 SUSPENSION OF FUNDS

City may suspend payments to Subrecipient under the following circumstances:

18.1 Failure to comply in any respect with either the terms and/or conditions of this Agreement.

Attachment 1
Exhibit B
Agreement No. 001-201-23

18.2 Submittal by Subrecipient of reports which are incorrect or incomplete in any substantial and material respect.

18.3 Failure of Subrecipient to accept any additional conditions that may be required by law, by executive order, by regulation, or by other policy announced by DOL or the State at any time.

S19 WITHHOLDING OF PAYMENTS/REIMBURSEMENTS

Notwithstanding any other provision of this Agreement, City may elect not to make a particular payment under this Agreement if:

19.1 Subrecipient, with or without knowledge, shall have made any misrepresentation of a substantial and material nature with respect to any information furnished to City;

19.2 There is pending litigation with respect to the performance by Subrecipient of any of its duties or obligations hereunder which may jeopardize or adversely affect carrying out the project, including any court action or proceeding involving the Federal Bankruptcy Act or assignment for benefit of creditors;

19.3 Subrecipient is in default under any provision of this Agreement.

S20 DISPUTES

20.1 Subrecipient agrees to use best efforts to resolve disputes arising from this Agreement by administrative processes and negotiations in lieu of litigation. Subrecipient agrees to continue performance unless impasse declared.

20.2 Any dispute concerning a question of fact or the resolution of costs arising under this Agreement which is not settled by informal means shall be decided by the City's Program Manager. A written decision will be mailed or otherwise furnished to Subrecipient, in accordance with City's procedures.

20.3 Subrecipient shall have access to the City's Grievance Procedures for the resolution of any complaints or issues not resolved informally.

S21 DISALLOWED COSTS

Except to the extent that the City determines it will assume liability, Subrecipient will be liable for and will repay to City, or deduct from a future Request for Payment, any amounts expended under this Agreement found not to be in accordance with WIOA including, but not limited to, disallowed costs. Such repayment will be from funds (non-federal) other than those received under WIOA. Any such sum shall be deemed delinquent which remains unpaid thirty (30) days following written demand by City for payment.

Attachment 1
Exhibit B
Agreement No. 001-201-23

S22 PAYMENT TO SUBRECIPIENT

City will pay Subrecipient for the performance of its services and duties as specified in the Agreement. Payment shall be for allowable costs actually incurred by Subrecipient pursuant to the Agreement during its period of performance.

S23 PROGRAM AGENT POLICIES AND PROCEDURES

23.1 Subrecipient shall comply with City's policies and procedures, and any directive or other bulletin issued which clarify or modify City policies and procedures.

23.2 If Subrecipient conducts eligibility determination, Subrecipient shall assure that only eligible participants are enrolled in the program funded under this Agreement. Failure of this condition shall entitle City to recovery of disallowed costs incurred by any ineligible participant.

S24 COORDINATION WITH PROGRAMS UNDER TITLE IV OF THE HIGHER

EDUCATION ACT

24.1 Education Assistance Programs shall include, but not be limited to, Federal and State Programs such as Pell Grant, Supplemental Educational Opportunity Grant, Work Study program, the Perkins loan, the Family Education Loan, Direct Loan Demonstration, Cal Grant C and Board of Governors Grant.

24.2 If Subrecipient is a recipient of Title IV funding, then Subrecipient shall institute the following procedures: Subrecipient shall report all financial assistance applications, including but not limited to those for Pell grants, and resultant funds received which cover all or part of the tuition and fees, books and supplies, or trainee support costs relative to all participants enrolled under this Agreement, especially under Title IV of the Higher Education Act. The specific usage of any financial assistance funds must be documented in the participant’s training plan and shall be incorporated into this Agreement as appropriate.

Any financial assistance funds received by Subrecipient on behalf of participants under this Agreement for the specific purposes of tuition, fees, books, and/or supplies shall be immediately reported to City. If payment for such expenses has already been made by City to Subrecipient, Subrecipient shall reimburse City at the address provided in Section IV, Notices, for the amount of any financial assistance received for the above specific purposes.

Participants shall not be required to apply for or access student loans or incur personal debt as a condition of participation.

24.3 Subrecipient shall identify all Title IV monies made available to the participant, and inform the City of the amount and disposition of HEA Title IV awards and other types of financial aid given to each participant.

24.4 If Pell Grants are utilized, the proper mix of Workforce Innovation and Opportunity Act funds and Pell resources shall be documented.

Attachment 1
Exhibit B
Agreement No. 001-201-23

24.5 Subrecipient shall demonstrate its capacity for monitoring and providing necessary reports relative to this section as part of the normal monitoring conducted by the City.

S25 AUDIT REQUIREMENTS

25.1 Non-Federal subrecipients that expend $750,000 or more in a year in Federal awards shall have a single audit conducted in accordance with 2 CFR Part 200.514, except when they elect to have a program-specific audit. When an auditee expends Federal awards under only one Federal program (excluding R&D) and the Federal program's laws, regulations, or grant Agreements do not require a financial statement audit of the auditee, the auditee may elect to have a program-specific audit conducted in accordance with 200.507. Subrecipient shall submit a copy of its audit report to the City within 30 days of receipt of the audit report or within nine months of the end of the audit period, whichever is earlier. If this Agreement is for goods or services provided as a contractor, Subrecipient is not subject to these audit requirements.

S26 RECEIPT OF ADDITIONAL FUNDS

Subrecipient shall report any additional or unexpected funds received in conjunction with the services provided under the terms of this Agreement to the City upon receipt of such funds or notification of award of such funds.

S27 ATTORNEY'S FEES AND COSTS

If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover all legal costs and reasonable attorney's fees incurred in bringing such as action, whether such action is resolved by adjudication, arbitration or settlement.

S28 GOVERNING LAW, JURISDICTION AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. Proper venue for legal actions will be exclusively vested in a state court in the County of Santa Clara. The parties agree that subject matter and personal jurisdiction are proper in state court in the County of Santa Clara, and waive all venue objections.

S29 INCIDENT REPORTING

Subrecipient shall establish appropriate internal procedures to prevent and detect fraud, abuse, and other criminal activity relative to WIOA-funded activities and services. Any such incidents detected shall immediately be reported to City’s Job Seeker Services Manager, or in her absence, City’s Director of NOVA Workforce Services. Internal procedures must be in writing and include the designation of a person on Subrecipient’s staff or authorized representative who will be responsible for such notifications.

Attachment 1
Exhibit B
Agreement No. 001-201-23

S30 SALARY AND BONUS LIMITATIONS

In compliance with Public Law 109-234, none of the funds appropriated in Public Law 109- 149 or prior Acts under the heading “Employment and Training” that are available for expenditure on or after June 15, 2006 shall be used by a recipient or subrecipient of such funds to pay the salary and bonuses of an individual, either as direct costs or indirect costs, at a rate in excess of Executive Level II (note: $199,300 as of 1/21), except as provided for under section 101 of Public Law 109-149. This limitation shall not apply to contractors providing goods and services as defined in Uniform Guidance 2 CFR Part 200 and Part 2900.

The incurrence of costs and receiving reimbursement for these costs under this award certifies that your organization has read the above special condition and is in compliance.

Attachment 1
Exhibit C
Agreement No. 001-201-23

ASSURANCES AND CERTIFICATIONS

1. Subrecipient assures and certifies that it will in performing its responsibilities as a subrecipient under this Agreement hereby fully comply with the provisions of:

• The Workforce Innovation and Opportunity Act of 2014 (WIOA); • The Office of Management and Budget (OMB) Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards: Final Rule, at 2 Code of Federal Regulations (CFR) Chapter II, Part 200, et al; and the Department of Labor’s (DOL) exceptions at 2 CFR Chapter II, Part 2900 et al; and • All regulations, legislation, directives, policies, procedures and amendments issued pursuant hereto.

Other Requirements:
• All State l egislation and regulations to the extent permitted by federal law and all policies, directives, and/or procedures which implement the WIOA. • The provisions of Public Law 107-288, Jobs for Veterans Act, as the law applies to DOL job training programs.
• Subrecipient will perform appropriate and diligent monitoring of all aspects of programs and activities under this Agreement and take prompt corrective action against known violations of WIOA.

2. NONDISCRIMINATION

Subrecipient assures and certifies it will comply with the nondiscrimination and equal opportunity provisions of the following laws:
• Section 188 of the Workforce Innovation and Opportunity Act of 2014 (WIOA), which states that no individual in the United States may, on the ground of race, color, religion, sex, national origin, age, disability, political affiliation or belief, and for beneficiaries only, citizenship or participation in any WIOA Title I—financially assisted program or activity, be excluded from participation in, denied the benefits of, subjected to discrimination under, or denied employment in the administration of or in connection with any WIOA Title I—funded program or activity. • Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, and national origin.
• Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination against qualified individuals with disabilities. • The Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; and
• Title IX of the Education Amendments of 1972, as amended, which prohibits discrimination on the basis of sex in educational programs. • Subrecipient shall also comply with Uniform Guidance 2 CFR Part 200 and Part 2900 and all other regulations implementing the laws listed above.

Attachment 1
Exhibit C
Agreement No. 001-201-23

Americans with Disabilities Act (ADA): Subrecipient assures that it complies with the ADA of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. § 12101 et seq.) Subrecipient also assures that, as a recipient of WIOA Title I financial assistance, it will comply with 29 CFR part 38 and all other regulations implementing the laws listed above.

This assurance applies to Subrecipient’s operation of the WIOA Title I-financially assisted program or activity, and to all agreements Subrecipient makes to carry out the WIOA Title I-financially assisted program or activity. Subrecipient understands that the United States has the right to seek judicial enforcement of this assurance.

Subrecipient shall include the nondiscrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.

3. CONFIDENTIALITY

The City, State of California, and Subrecipient will exchange various kinds of information pursuant to this Agreement. That information will include data, applications, program files, and databases. These data and information are confidential when they define an individual or an employing unit. Confidential information requires special precautions to protect it from unauthorized use, access, disclosure, modification, and destruction. The sources of information may include, but are not limited to, the Employment Development Department, the California Department of Social Services, the California Department of Education, the California Department of Corrections and Rehabilitation, the County Welfare Department(s), the County IV-D Directors Office of Child Support, the Office of the District Attorney, the California Department of Mental Health, the California Office of Community Colleges, and the Department of Alcohol and Drug Programs.

City and Subrecipient agree that:

a. Each party shall keep all information that is exchanged between them in the strictest confidence and make such information available to their own employees only on a need- to-know basis.
b. Each party shall provide security sufficient to ensure protection of confidential information from improper use and disclosures, including sufficient administrative, physical, and technical safeguards to protect this information from reasonable unanticipated threats to the security or confidentiality of the information. c. Subrecipient agrees that information obtained under this Agreement will not be reproduced, published, sold or released in original or in any other form for any purpose other than those specifically identified in this Agreement. 1) Aggregate Summaries: All reports and/or publications developed by Subrecipient based on data obtained under this Agreement shall contain confidential data in aggregated or statistical summary form only. “Aggregated” refers to a data output that does not allow identification of an individual or employer unit. 2) Publication: Prior to publication, Subrecipient shall carefully analyze aggregated data outputs to ensure the identity of individuals and/or employer units cannot be inferred pursuant to Unemployment Insurance Code Section 1094(c). Personal identifiers must Attachment 1
Exhibit C
Agreement No. 001-201-23

be removed. Geographic identifiers should be specified only in large areas and as needed, and variable should be recorded in order to protect confidentiality. 3) Minimum Data Cell Size: The minimum data cell size or derivation thereof shall be three participants for any data table released to outside parties or to the public. d. Each party agrees that no disaggregate data, identifying individuals or employers, shall be released to outside parties or the public.
e. Subrecipient shall notify City’s designated data security representative (see below) by telephone of any actual or attempted information security incidents within 24 hours of initial detection. Information security incidents include but are not limited to any event (intentional or unintentional) that causes the loss, damage, or destruction, or unauthorized access, use, modification, or disclosure of information assets. Subrecipient shall cooperate with City in any investigation of security incidents. The system or device affected by an incident and containing confidential data obtained in the administration of this program shall be immediately removed from operation upon confidential data exposure or a known security breach. It shall remain removed from operation until correction and mitigation measures are applied. If Subrecipient learns of a breach in the security of the system which contains confidential data obtained under this Agreement, then Subrecipient must provide notification to individuals pursuant to Civil Code Section 1798.82.

Subrecipient shall be responsible for all costs incurred by the City due to a security incident resulting from Subrecipient’s failure to perform or Subrecipient’s negligent acts that result in an unauthorized disclosure, release, access, review or destruction; or loss, theft or misuse of an information asset. These costs include, but are not limited to, staff time, materials costs, postage, media announcements, and all other identifiable costs associated with the breach or loss of data.
f. Subrecipient shall provide for the management and control of physical access to information assets (including personal computer systems, computer terminals, mobile computing devices, and various electronic storage media) used in performance of this Agreement. This shall include but is not limited to security measures to physically protect data, systems, and workstations from unauthorized access and malicious activity; the prevention, detection, and suppression of files; and the prevention, detection, and minimization of water damage.
g. At no time will confidential data obtained pursuant to this agreement be placed on a mobile computing device, or on any form of removable electronic storage media of any kind unless the data are full encrypted.
h. Each party shall provide to all employees with access to confidential information written instructions fully disclosing and explaining the penalties for unauthorized use or disclosure found in section 1798.55 of the Civil Code, section 502 of the Penal Code, section 2111 of the Unemployment Insurance Code, section 10850 of the Welfare and Institutions Code and other applicable local, state and federal laws. i. Each party shall (where appropriate) store and process information in electronic format in such a way that unauthorized persons cannot reasonably retrieve the information by means of a computer.
j. All Subrecipient staff, its authorized representatives and subcontractors that are provided access to any data systems of the State, excluding CalJOBS, are required to complete, sign and comply with the terms of an Employee Confidentiality Statement Attachment 1
Exhibit C
Agreement No. 001-201-23

(DE 7410). Failure to comply with such terms shall be considered a breach of this Agreement.
k. Each party shall promptly return to the other party confidential information when its u se ends or destroy the confidential information utilizing an approved method of destroying confidential information by shredding, burning, or certified or witnessed destruction.

Magnetic media are to be degaussed or returned to the other party. l. If Subrecipient enters into an Agreement with a third party to provide services, Subrecipient agrees to include these data and security and confidentiality requirements in the Agreement with the third party. In no event shall confidential information be disclosed to any individual outside of that third party's authorized staff, subcontractor(s), service providers, or employees.
m. Each party shall designate an employee who shall be responsible for overall security and confidentiality of its data and information systems and each party shall notify the other of any changes in that designation. As of this date, the following are those individuals:

For the City:

Cindy Stahl, Job Seeker Services Manager, (408) 730-7236 Email: [email protected]

For the Subrecipient:

Daisy Gaeta, Site Manager, (650) 581-0064
Email: [email protected]

4. Subrecipient makes the following further assurances and certifications:

a. Neither Subrecipient nor its principals are listed on the government-wide Excluded Parties List System in the System for Award Management (SAM). The list in SAM contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority. b. If Subrecipient is a corporation, certifies it is registered with the Secretary of State of the State of California.
c. It will comply with the requirements of the provisions of the Uniform Relocation Assistance and Real Property Acquisition Act of 1970 (P.L. 91-646), which provides for fair and equitable treatment of persons displaced as a result of Federal and Federally assisted programs.
d. It will comply with the provisions of the Hatch Act, which limits the political activity of certain State and local government employees, including the requirement that no program under the Act involve political activities.
e. It will establish safeguards to prohibit employees from using their positions for private gain for themselves or others, particularly those with whom they have family, business, or other ties.
f. Sectarian Activities: Subrecipient 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 whatsoever, as Attachment 1
Exhibit C
Agreement No. 001-201-23

specified by Article XVI, Section 5, of the California State Constitution, regarding separation of church and state. Participants in the program will not be employed on the construction, operation, or maintenance of that part of any facility which is used for religious instruction or worship. In addition, the employment or training of participants in sectarian activities is prohibited.
g. Funds provided through this Agreement shall only be used for activities that are in addition to those which would otherwise be available in the area in the absence of such funds.
h. Federal Funding Accountability and Transparency Act (FFATA): By signing this Agreement, Subrecipient hereby assures and certifies to comply with the provisions of FFATA, which includes requirements on executive compensation, and requirements implementing FFATA at 2 C.F.R. part 25 and 2. C.F.R. part 170. i. Prior Findings: Subrecipient, by signing this Agreement, does swear under penalty of perjury that it has not failed to satisfy any major condition in a current or previous agreement with the Department of Labor, State of California, or City and has not failed to satisfy conditions relating to the resolution of a final finding and determination, including repayment of debts.
j. Drug Free Workplace requirement: Subrecipient will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code Section 8355) and will provide a drug-free workplace by taking the following actions:

1. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.

2. Establish a Drug-Free Awareness Program to inform employees about:
i. the dangers of drug abuse in the workplace;
ii. the persons or organizations policy of maintaining a drug-free workplace; iii. any available counseling, rehabilitation and employee assistance programs; and,
iv. penalties that may be imposed upon employees for drug abuse violations.

3. Every employee who works on the proposed Agreement will:
i. receive a copy of Subrecipient’s drug-free workplace policy statement; and,
ii. agree to abide by the terms of Subrecipient's statement as a condition of employment on the Agreement.

4. Failure to comply with these requirements may result in suspension of payments under this Agreement or termination of the Agreement or both and Subrecipient may be ineligible for award of any future agreements if the City determines that any of the following has occurred: Subrecipient has made false certification; or violated the certification by failing to carry out the requirements as noted above. (Gov. Code § 8350 et seq.)
k. This Agreement is of no force and effect until signed by both of the parties hereto.

Subrecipient will not commence performance prior to the beginning of this Agreement. l. Child Support Compliance: If the amount of the Agreement exceeds of $100,000, Subrecipient acknowledges in accordance with Public Contract Code § 7110, that:

1. Subrecipient recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and Attachment 1
Exhibit C
Agreement No. 001-201-23

family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with § 5200) of Part 5 of Division 9 of the Family Code; and

2. Subrecipient, 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 Hire Registry maintained by the State.
m. Subrecipient shall comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 USC 6201). n. Air/Water Pollution: If the amount of the Agreement exceeds $150,000, Subrecipient agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§ 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251-1387). Under State laws, Subrecipient shall not be:

1. In violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district;

2. Subject to cease and desist order not subject to review issued pursuant to § 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions, or

3. Finally determined to be in violation of provisions of federal law relating to air or water pollution.
o. Domestic Partners: For agreements over $100,000 executed or amended after January 1, 2007, Subrecipient certifies that it is in compliance with Public Contract Code § 10295.3.
p. Debarment and Suspension Certification: By signing this Agreement, Subrecipient hereby certifies under penalty of perjury under the laws of the State of California that Subrecipient will comply with regulations implementing Executive Orders 12549 and 12689, Debarment and Suspension and OMB Guidance 2 CFR Part 180, that the prospective participant (i.e., Subrecipient), to the best of its knowledge and belief, that it and its principals:

1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency.

2. Have not within a three-year period preceding this subgrant agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction, violation of federal or state antitrust statutes, or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property.

3. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (federal, state or local) with commission of any of the offenses enumerated in Section 2 of this certification.

4. Have not within a three-year period preceding this agreement had one or more public transactions (federal, state or local) terminated for cause of default.

Attachment 1
Exhibit C
Agreement No. 001-201-23

Where Subrecipient is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this agreement. q. Lobbying Restrictions: If the amount of the Agreement exceeds $100,000, Subrecipient hereby assures and certifies to the lobbying restrictions in 2 C.F.R. §200.450, 29 CFR Part 93 and in the Byrd Anti-Lobbying Amendment (31 U.S.C. §1352).

1. No federal appropriated funds have been paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress, in connection with this federal contract, grant loan, or cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, and officer or employee of Congress, or an employee of a Member of Congress, in connection with this subgrant agreement, the undersigned shall complete and submit Standard Form-LLL, Disclosure Form to Report Lobbying in accordance with its instructions.

3. This certification is a material representation of fact upon which reliance is placed when this transaction is executed. Submission of the Lobbying Certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure.
r. It shall take appropriate steps to provide for increased participation of qualified special disabled and Vietnam-era veterans with special emphasis on qualified veterans who served in the Indo-China theatre on or after August 5, 1964, and on or before May 7, 1975, assuring adequate training and employment opportunities for such veterans in its programs.
s. It shall to the maximum extent feasible coordinate services with the appropriate Veterans Administration Facilities in utilizing the apprenticeship and other on-the-job training activities available under Section 1787 of Title 38 U.S. Code, and it shall consult with the appropriate apprenticeship agency concerning any training activities in apprenticeship occupations.
t. It possesses legal authority to apply for the subaward; that a resolution, motion, or similar action has been duly adopted or passed as an official act of Subrecipient's governing body, authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the applicant to act in connection with the application and to provide such additional information as may be required. Documentary proof of the action authorizing Subrecipient to apply for the subaward shall be provided to the City upon demand.
u. Appropriate standards for health and safety in work and training situations will be maintained
.

Attachment 1
Exhibit C
Agreement No. 001-201-23

v. It will provide workers compensation protection to participants in on-the-job training or work experience, including medical, accident and income maintenance insurance, at the same level and to the same extent as others similarly employed who are covered by a workers compensation statute or system. Where coverage of similarly employed, employees is provided through a self-insurance system, coverage of any participants shall also be provided through that system. Where participants are employed or engaged in any program where others are similarly employed and not covered by an applicable workers compensation statute, participants shall be provided with medical and accident insurance coverage provided under the applicable State workers compensation statute. w. Institutional skill training and training on-the-job shall only be for occupations in which the City has determined there is reasonable expectation for employment. x. Standards and procedures with respect to the awarding of academic credit and certifying educational attainment in programs conducted under said title shall be consistent with the requirements of applicable State and local law and regulation. y. No program shall impair existing contracts for services or collective bargaining agreements, unless the employer and the labor organization concur in writing with respect to any elements of the proposed activities which affect such Agreement, or either such party fails to respond to written notification requesting its concurrence within 30 days of receipt of notification. In addition, no funds awarded under this Agreement shall be used to assist, promote, or deter union organizing.
z. No participant shall be employed or job opening filled (A) when any other individual is on layoff from the same or any substantially equivalent job, or (B) when the employer has terminated the employment of any regular employee or otherwise reduced its work force with the intention of filling the vacancy so created by hiring a participant whose wages are subsidized under this grant.
aa. No jobs shall be created in a promotional line that will infringe in any way upon the promotional opportunities of currently employed individuals. bb. No participant who is engaged in this program may be charged a fee for placement or referral services.
cc. No funds awarded under this Agreement shall be used to encourage or induce the relocation of an establishment or part thereof, which results in a loss of employment for any employee at the original location.
dd. Subrecipient shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

Attachment 1
Exhibit D
Agreement No. 001-201-23

BUDGET

Subrecipient will be reimbursed for adult and dislocated worker services program costs and activities conducted within the scope of this Agreement. The budget under this Agreement shall not exceed a total of $700,000 ($350,000 for WIOA Adults and $350,000 for WIOA Dislocated Workers) as detailed in Exhibit D, Attachment 1.

Any changes requested for the budget shall be submitted by written request to the City and are subject to City’s written approval.

Accrued expenditures (not yet paid) must be reported monthly on the Request for Payment.

METHOD OF PAYMENT

This Agreement is a cost reimbursement Agreement. Reimbursement for 100% of program costs and activities can be invoiced as completed on a monthly basis using the Request for Payment form that will be provided following approval of the contract. Requests shall be submitted by the 15th of the month following the month for which reimbursement is being requested.

Expenditures for adults and dislocated workers must be tracked and reported separately.

Documentation of all expenditures consisting of general ledger printouts and supporting documentation of cost allocation must be submitted with each payment request. Failure to submit required documentation and forms may cause a delay in payment.

Attachment 1
Exhibit D
Agreement No. 001-201-23

Exhibit D, Attachment 1

BUDGET SUMMARY PLAN

Attachment 1