FUNDING AGREEMENT (Template)

This Funding Agreement (“Agreement”), entered into as of (“Execution Date”), by and between the City of Santa Monica (“City”) and ABC Vendor (“Agency”), is made with reference to the following:

RECITALS

A. The City is a municipal corporation, duly organized, and validly existing under the laws of the State of California with the power to carry out its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. The Agency is in good standing under the laws of the State of California and the United States with corporate power to carry out its business as specified in its Bylaws and Articles of Incorporation.

C. The City desires to fund a flexible financial assistance (FFA) program to benefit the residents of the City over a five-year funding period beginning at the date of contract execution.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

1. TERM OF AGREEMENT

A. The term of this Agreement shall be from DATE to DATE,unless this Agreement is sooner terminated as provided herein. The term shall consist of five separate years and will be subject to annual budgetary approvals by the City.

2. PROGRAM SERVICES TO BE PERFORMED BY THE Agency

A. Agency shall, in a proper and satisfactory manner as determined by the City, implement, operate, conduct and perform program services as specified in the Program Plan (Exhibit A) and Program Budget, Evaluation, and Leadership Demographics Workbook (Exhibit B), attached hereto and hereby incorporated by reference.

B. The City Manager, or his/her designee, may modify or amend any Exhibits to this agreement pursuant to a letter agreement signed by both parties in accordance with approved funding levels for each fiscal year of this Agreement if the modification meets all of the following conditions:

i. Does not change the City Council approved program concept;

ii. Will not change the essential purpose of this Agreement.

C. The Agency may perform any of its required services through a subcontractor if all of the following conditions are met:

i. The subcontractor is approved in advance by the City;

ii. The Agency informs the City in advance of any change in subcontractors and obtains advance approval by the City of the change;

iii. The subcontractor abides by all of the terms and conditions of this

Agreement including, but not limited to, all insurance requirements set forth in Agreement; and

iv. Any agreement between the Agency and subcontractor incorporates and includes by reference this Agreement.

3. CITY REVIEW OF THE AGENCY'S PERFORMANCE

A. The City will monitor, evaluate, and provide guidance to the Agency to ensure proper performance of this Agreement, and the Agency shall fully cooperate in such activities. The City's provision of guidance shall not limit or diminish the Agency's responsibilities.

B. The Agency shall allow the duly authorized agents or employees of the City to inspect, during normal business hours, those records, books, accounts, documents, papers and other items of property of the Agency in order to evaluate the Agency's performance.

C. The City may interview or otherwise communicate with any employee or agent of the

Agency during normal business hours regarding the Agency's performance. The Agency shall cooperate with the City in arranging the communications.

4. FUNDING AMOUNT, COMPENSATION AND METHOD OF PAYMENT

A. The Agency shall appropriate and disburse funds and incur costs and expenses according to this Agreement and any modifications or amendments thereto. Funding is contingent upon program performance and City approval.

B. The City shall pay to the Agency the funding amount specified in the attached

Exhibits for full performance of services as specified in this Agreement. Funding may be renewed contingent on the availability of City funding, ability to meet all requirements contained in this Agreement, and City Council approval. Exhibits may be modified or amended administratively to reflect the funding level approved by the City Council.

C. The City at its discretion may advance funds to the Agency unless otherwise specified in the attached Exhibits and any modification or amendment thereto.

The City shall remit said advances within a reasonable time period after receipt and approval by the City of all required reports, as specified in Section 8 of this Agreement or unless otherwise specified in the Exhibits.

D. The City may withhold or adjust the funding amount at any time if the Agency violates this Agreement.

E. The City may adjust the funding amount, in its sole discretion, including but not limited to, if the period of program operations pursuant to this Agreement is less than the term specified in this Agreement, if there is a significant change to the number of program participants, or if the Agency ceases to exist.

5. RETURN OF FUNDS

A. The Agency agrees that any funds unexpended during a fiscal year shall be returned to the City within thirty (30) days following the City’s formal notice of funds due. If this Agreement is terminated prior to the end of a fiscal year, any unexpended funds shall be returned to the City within thirty (30) days of the termination date.

B. If the Agency expends funds on items not approved in the attached Exhibits or in violation of this Agreement, those expenditures may be disallowed. The City shall notify the Agency of any disallowed costs, and the amount disallowed shall be returned to the City within thirty (30) days following the City’s formal notice of funds due. The obligation to reimburse the City for any disallowed expenditures or misuse of funds shall survive the termination or expiration of this Agreement.

6. BUDGET MODIFICATION

A. A proposed modification of the Program Budget contained in Exhibit B must be submitted to the City, and prior approval must be obtained from the City, for budgeted items, funded in whole or in part by the City, when a proposed modification will modify the original Program Budget by ten percent (10%) or more, but not less that One-Thousand dollars ($1,000), and the proposed modification(s) will modify any of the following:

i. Any individual staff position budgeted in line item 1A. Staff Salaries;

ii. The total for any line item other than line item 1A. Staff Salaries;

iii. Any subcontract with an organization providing direct client services as approved by the City; or

iv. Any subsidy, stipend, grant or award to program participants or direct service providers.

Agency shall submit proposed modifications to the Program Budget for the City’s written approval. The City, in its sole discretion, reserves the right to approve or deny proposed budget modifications.

7. FISCAL ACCOUNTABILITY AND REVIEW

A. The Agency shall implement an accounting system that is in accordance with generally accepted accounting principles and standards. All expenditures shall be supported by properly executed payroll, time records, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to this Agreement, and shall be clearly identified and readily accessible to City personnel or agents.

B. The City may conduct, or have an agent conduct, such fiscal reviews as the City, in its sole discretion, may deem necessary to ascertain Agency’s fiscal integrity and compliance with this Agreement and all applicable laws, regulations and funding requirements. The Agency agrees to fully cooperate with the City or its agent in fiscal reviews.

C. The Agency agrees to have an annual agency audit performed by an independent

Certified Public Accountant. The audit shall be conducted subject to applicable Federal and State statutes, including the requirements contained in the Federal Office of Management and Budget (OMB) circular A-133. The Agency further agrees to complete this audit in a timely manner and to submit a copy of the audited financial statement upon its completion, including the auditor’s management letter, to the City. The Agency shall also submit a plan to resolve any audit findings, to the City. In the event the Agency does not have an annual audit performed, it will be considered a violation of this Agreement and the City may have an audit performed by its duly authorized representative.

D. The Agency agrees to accept responsibility for receiving, replying to and/or complying with any audit exceptions determined by appropriate City, State or Federal audit agencies. The Agency also agrees to pay to the City, within twenty-five (25) days of demand by the City, the full amount of the City's liability, if any, resulting from any exceptions to the extent the exceptions are attributable to the Agency's failure to perform properly any of its obligations under this Agreement.

8. REPORTS AND RECORDS

A. The Agency shall complete quarterly Program Status Reports and Fiscal Status

Reports in accordance with the reporting instructions provided by the City and distributed to the Agency at the beginning of the contract term, or unless otherwise specified in the Exhibits and any modification or amendment thereto.

The Agency shall submit to the City each Program and Fiscal Status Report on or before the deadline set forth in the reporting instructions. The Agency’s reports to the City shall separately include fiscal and program information regarding the activities of any approved subcontractor's performance of required services under this Agreement. All reports shall be signed by an authorized signatory of the Agency.

B. Supplemental reports may be requested to further assess program performance for funding.

C. The Agency agrees to provide upon request additional information including, but not limited to, copies of board minutes, articles of incorporation, bylaws, board roster, personnel policies, job descriptions and staff qualifications, board recruitment efforts, outreach plans, case management standards, audited financial statements, grievance procedures, fiscal policies and procedures and any other reports, books, records and data as may reasonably be required by the City to review the Agency’s performance pursuant to this Agreement.

D. The Agency shall comply with Section 6104 of the Internal Revenue Code relating to public disclosure of certain tax information filed with the Internal Revenue Service. The Agency shall maintain records of all requests for inspection pursuant to Section 6104 of the Internal Revenue Code and its response to the requests. The records shall be available for inspection and copying by the City upon reasonable notice to the Agency.

E. Either an original or legible photo static copy of each and every report, book, record, or other data prepared or supplied by the Agency in accordance with the terms and conditions of this Agreement shall be retained by the Agency for a period of at least five (5) years following the termination or expiration of this Agreement.

9. AGENCY PERSONNEL

A. As part of its reporting obligations, the Agency must notify the City in writing of all significant changes in personnel funded through the FFA program, of all changes in administrative, program, and fiscal staff having responsibility for the FFA program, and of all changes in the membership of the Board of Directors including Board Officers.

B. The Agency must notify the City in writing of any change to the number of Full Time

Equivalents (FTEs) allocated to the program.

C. The Agency shall keep on file all job descriptions and resumes of all positions under the FFA Program.

D. The Agency shall adopt and maintain personnel policies that outline the minimum qualifications for hiring. All policies shall adhere to the non-discrimination requirements specified in Section 10 of this Agreement.

10. NONDISCRIMINATION REQUIREMENTS

A. The Agency will comply with Title VI of the Civil Rights Act of 1964, 42 USC Section

2000d and with Section 504 of the Rehabilitation Act, 29 USC Section 794. In accordance with these Acts and other Federal, State and local laws, no person in the United States shall, on the grounds of race, creed, color, disability, national origin, sex, age, marital status, sexual preference, HIV/AIDS status, political affiliation or religious beliefs, be excluded from participation in, be denied the benefits of, or otherwise subjected to discrimination under any program or activity provided by the Agency.

B. The Agency and any of its subcontractors shall adhere to all regulations set forth by the Americans with Disabilities Act (ADA).

C. The Agency shall make every effort to ensure that all projects funded in whole or in part by the City shall provide equal employment and career advancement opportunities for minorities, women, and persons with disabilities.

D. The Agency shall keep such records and submit such reports concerning applicants for employment and employees as the City may require. Additionally, the Agency shall maintain records documenting outreach activities to include persons with disabilities and all other segments of the community to be served as clients, staff, board members and volunteers. The Agency shall provide reasonable accommodations for the employment of qualified applicants with disabilities. The Agency agrees to comply with the rules, regulations or guidelines as the City may issue to implement these requirements. The Agency shall abide by and conform to any and all laws, ordinances, regulations and policies of the United States, the State of California and the City of Santa Monica.

11. GRIEVANCE PROCEDURES

A. Agency shall maintain written grievance procedures specifying the steps program participants may take to file and resolve a grievance against the organization and/or Program. Grievance procedures shall be made available to all Program participants at the point of intake or services and by posting written procedures in a clearly visible and accessible location. Agency shall maintain a centralized record of all grievances made by program participants and shall document the final resolution of the grievance.

12. TERMINATION

A. In the event the Agency defaults in the performance of this Agreement or materially breaches any of its provisions, the City shall have the option of terminating this Agreement immediately upon written notification as provided in Section 26. The notice shall state the reasons for the termination. The Agency may appeal the termination to the City Council; however, the appeal will not stay the termination.

The City Manager shall immediately notify the City Council of any action to terminate this Agreement. The City shall be the sole judge as to whether the performance of the Agency is in default or if there is a breach of this Agreement.

B. This Agreement may be terminated without cause by either party by giving sixty (60) days prior written notice, or by a shorter period mutually agreed upon by the parties, to the other party as provided in Section 26.

C. If this Agreement is terminated in accordance with this Section, the Agency shall, within five (5) days from receipt of the notice of termination, give notice of the termination to all other parties he/she has subcontracted with for services in furtherance of this Agreement. Upon any termination, each party shall pay or refund to the other party all appropriate sums under this Agreement.

13. COMPLIANCE WITH LAWS

A. The Agency shall comply with all applicable federal, state and local laws, statutes, ordinances, regulations and directives (collectively, the “Law”) as they relate to the performance of this Agreement. The Agency is independently responsible for complying with all Law.

14. INDEPENDENT CONTRACTOR

A. The Agency is an independent contractor and not an agent, employee, officer or otherwise of the City.

15. PUBLIC STATEMENTS

A. The Agency shall indicate in any press release, brochure, annual report, flyer announcement or statement related to the program funded under this Agreement that it is funded by the City of Santa Monica.

16. DEFEND, INDEMNIFICATION AND HOLD HARMLESS

A. The Agency shall defend, indemnify and hold harmless the City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the “City Indemnitees”) from and against any and all loss, damages, liability, claims, suits, costs and expenses, whatsoever, including reasonable attorneys' fees, arising directly or indirectly from or in any manner relating to the program services provided by Agency, its officers, employees, subcontractors, volunteers or agents pursuant to this Agreement; provided, however, that nothing contained herein shall be construed as obligating Agency to indemnify for losses arising from the sole active negligence or willful misconduct of the City.

B. The Agency agrees that all participants in the program assigned to or employed by the Agency in its performance under this Agreement are agents, volunteers, employees or officers of the Agency and not the agents, employees, volunteers, or officers of the City.

17. INSURANCE

A. Prior to commencing work, the Agency must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by the Agency or the Agency’s agents, representatives, employees or subconsultants for the duration of this Agreement. The Agency must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit D, Insurance Requirements and Verifications.

18. PERMITS AND LICENSES

A. The Agency, at its sole expense, shall obtain and maintain during the term of this

Agreement, all appropriate permits, licenses and certificates that may be required in connection with the performance of services hereunder.

B. The Agency shall complete an application to request that the City issue Official City

Business Parking Permits to the Agency for the term of the Agreement. Upon receipt of the application for non-city employees, the City in its sole discretion may grant up to five parking permits free of cost to each City-funded program that provides outreach and in-home services. Pursuant to City approval, the Agency, at its sole expense, may purchase additional parking permits at the current fee for a Preferential Parking Permit for Visitors. City staff will monitor the issuance of these permits and determine eligibility.

19. PROHIBITION AGAINST TRANSFERS

A. The Agency shall not assign, sublease, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of the City. Any attempt to do so without the City’s written consent shall be null and void, and any assignee, sub lessee, hypothecatee or transferee shall acquire no right or interest by reason of the attempted assignment, hypothecation or transfer. In the event that a subcontract, assignment or transfer of this Agreement, or any portion thereof, is approved by the City, all appropriate provisions and requirements of this Agreement shall apply to any subcontract, assignment or transfer.

20. NOTICE TO THE CITY OF LABOR DISPUTES

A. Whenever the Agency has knowledge that any actual or potential labor dispute involving clients or other employees is delaying or threatens to delay the timely performance of this Agreement, the Agency shall immediately give written notice thereof, including all pertinent information, to the City.

21. COPYRIGHT

A. No material produced in whole or in part under this Agreement shall be subject to copyright in the United States or in any other country. Unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement vests with the City.

22. LIMITATION ON COSTS

A. No cost shall be allowed under this Agreement which is not included in the Agency’s

Program Budget (Exhibit B) or any City approved modifications or amendments thereto.

23. PROPERTY ACQUISITION, CONTROL AND DISPOSITION

A. An inventory shall be maintained for each item of tangible personal property

(including but not limited to office equipment) costing Five Thousand Dollars

($5,000) or more per unit and having a useful life of one (1) year or more; real property and any interest in the real property; and any mortgage, trust deed, or other encumbrance of real property, and the funds received from the sale of any such encumbrance of real property.

B. In case of the program's termination, title to the inventoried property shall vest in the

City. The City reserves the right to determine the final disposition of non-expendable property, including funds and/or any other assets derived therefrom.

Any utilization of funds from an encumbrance or other disposition, including the sale of non-expendable property, shall have the written approval of the City.

C. The Agency shall obtain at least three (3) documented estimates prior to purchasing equipment over Five Thousand Dollars ($5,000) per unit in value as approved in the budget. All equipment purchases must be approved in the budget and shall be initiated no later than the third quarter of the Program year, except under special circumstances with the prior written approval of the City. The above provisions apply to leasing as well as to purchasing equipment.

24. NEPOTISM

A. The Agency shall not hire nor permit the hiring of any person in a position funded under this Agreement if the person is an elected official or an employee of the City of Santa Monica, or if a member of the person's immediate family is an elected official or an employee of the City of Santa Monica, or is an employee of the Agency or his/her subcontractors. For the purpose of this Section, the term "immediate family" means spouse, domestic partner, parent, child, brother, sister, father-in-law, mother-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild.

25. CONFLICT OF INTEREST.

A. The Agency covenants that no board member, employee or agent of Agency has or shall have or acquire any personal, financial or economic interest, direct or indirect, from or through this Agreement. However, employees may receive compensation for performance pursuant to the Agreement. For the purposes of this Section, an economic or financial interest includes:

i. Any business entity in which the person has a direct or an indirect investment worth more than One Thousand Dollars ($1,000).

ii. Any real property in which the person has a direct or indirect interest worth more than One Thousand Dollars ($1,000).

iii. Any source of income, loans or gifts which, when combined, are worth Two

Hundred Fifty Dollars ($250) or more in value received by or promised to the person within twelve (12) months prior to the time this Agreement was executed.

iv. Any business entity in which the person is a director, officer, partner, trustee, employee, or holds any position of management.

For the purpose of this Section, direct or indirect interest means any investment or interest owned by the spouse, domestic partner, parent, child, brother, sister, father-in-law, mother-in-law, brother-in-law, sister-in-law, son-in-law, daughter -in-law, or the person, by an agent on his/her behalf, by any business entity controlled by said person or by a trust in which he/she has substantial interest. A business entity is controlled by a person if that person, his/her agent, or a relative, as defined above, possesses more than fifty percent (50%) of the ownership interest. A person has a substantial interest in a trust if said person or an above-defined relative has a current or future interest worth more than One Thousand Dollars ($1,000).

B. The above requirements may be in addition to other conflict of interest requirements under applicable Law and funding requirements.

26. NOTICES

A. All notices, demands, requests, or approvals which are required under this Agreement, or which either the City or the Agency may desire to serve upon the other, shall be in writing and shall be conclusively deemed served when delivered personally or forty-eight (48) hours after the deposit thereof in the United States mail, postage prepaid, registered or certified, and addressed as hereinafter provided.

B. All notices, demands, requests, or approvals from the Agency to the City shall be addressed as follows:

City of Santa Monica

Housing and Human Services Division Attn: Human Services Manager

1685 Main Street, MS 22 Santa Monica, CA 90401

C. All notices, demands, requests or approvals from the City to the Agency shall be addressed as follows:

AGENCY NAME

Attn: STAFF NAME

ADDRESS

27. AUTHORITY TO BIND AGENCY

A. Upon receipt of a fully executed copy of this Agreement, the Agency shall furnish to the City a written list of the persons authorized to execute, on behalf of the Agency, agreements, contracts, modifications to contracts, or other documents as they may be required by the City. In the event authority is delegated to a position (e.g., President, Vice-President, Treasurer) rather than to an individual, the list of positions and individuals filling those positions so authorized shall be furnished. If any changes should occur to this list during the term of this Agreement, a revised copy shall be promptly furnished to the City.

28. WARRANTY OF SERVICES

A. The Agency warrants and guarantees that all services performed hereunder for the

City by the Agency shall be performed in a manner commensurate with the highest professional standards.

29. RELIGIOUS ACTIVITIES

A. No program funds provided under this Agreement may be expended directly or indirectly in any activities, either establishing or opposing religion or impairing the free exercise of religion.

B. No equipment, materials, or premises acquired, or obtained through funds provided under the terms of this Agreement may be used directly or indirectly for any activity either establishing or opposing religion or impairing the free exercise of religion.

30. POLITICAL ACTIVITY

A. The Agency shall not expend any funds provided under this Agreement or use or cause the use of staff time, facilities, premises, equipment, materials or supplies which are provided or designated as a part of the Program funded under the terms of this Agreement for any political purpose. Political purpose is defined as participation or intervention in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office, any initiative, referenda, ballot measure, recall, or any partisan or non-partisan electoral activity, including but not limited to:

i. Sponsoring, conducting, or facilitating candidate's meetings or other political meetings;

ii. Any activity designed to pass or defeat any initiative, recall, referenda, or ballot measure; and

iii. Circulation of petitions to qualify initiatives, referenda or recall measures for local or State ballots.

B. The Agency shall not expend any funds provided under this Agreement or use or cause the use of staff time, facilities, premises, equipment, materials or supplies which are provided or designated as a part of the Program funded under the terms of this Agreement for lobbying activity that is prohibited by law.

31. VOTER REGISTRATION

A. The Agency will make available voter registration materials at program sites throughout the term of this Agreement. The Agency may assist with registering persons to vote but shall not perform the activities for a specific political purpose as defined in Section 30.

32. INTEGRATED AGREEMENT

A. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or any one acting on behalf of any party, which are not embodied herein. Any amendment or modification to this Agreement will be effective only if in writing and signed by both parties.

33. PARTIAL INVALIDITY

A. If any provision of this Agreement is held by any competent court to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.

34. WAIVER

A. A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

35. GOVERNING LAW

A. The validity of this Agreement and any of its terms or provisions, as well as the rights and duties hereunder, shall be interpreted and construed pursuant to and in accordance with the laws of the State of California.

36. SECTION HEADINGS

A. The section headings appearing herein shall not be deemed to govern, limit, modify or in any way affect the scope, meaning or intent of these conditions.

37. COST OF LITIGATION

A. If any legal action is necessary to enforce any provision hereof or for damages by reason of an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs and expenses and such an amount as the court may adjudge to be reasonable attorney's fees.

38. GENERAL FUNDING CONDITIONS

A. The Agency will provide written notice to the City prior to establishing any changes in program operating hours, staffing plans, target populations, service levels or scope of service delivery.

B. Any of the Agency’s representatives providing services on City property or at City facilities shall notify City staff of any incidents of which they are notified or otherwise become aware of that involve personal injury or damage to personal or City property and that occur on City property.

39. DATA GOVERNANCE

A. Security Policies and Procedures Audit. The City may audit the security policies and procedures established by Agency. Upon the City’s request, to confirm Agency compliance with this Agreement, as well as any applicable laws, regulations and industry standards, Agency grants City or, upon City’s election, a third party on City’s behalf, permission to perform an assessment, audit, examination or review of all controls in Agency’s physical and/or technical environment in relation to all PPI being handled and/or services being provided to City pursuant to this Agreement. Agency shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure and application software that processes, stores or transports PPI for City pursuant to this Agreement. In addition, upon City’s request, Agency shall provide City with the results of any audit by or on behalf of Agency performed that assesses the effectiveness of Agency’s information security program as relevant to the security and confidentiality of PPI shared during the course of this Agreement.

B. Confidentiality. Agency represents and warrants that its collection, access, use, storage, disposal and disclosure of PPI does and will comply with all applicable federal, state, and local privacy and data protection laws, as well as all other applicable regulations.

C. Data Uses and Disclosures.

i. Agency agrees and covenants that it shall: (i) keep and maintain all PPI in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use or disclosure; (ii) use and disclose PPI solely and exclusively for the purposes for which the PPI or access to it, is provided pursuant to the terms and conditions of this Agreement, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available PPI for Agency’s own purposes or for the benefit of anyone other than the City, in each case, without City’s prior written consent; and (iii) not, directly or indirectly, disclose PPI to any person that is not an Authorized User without express written consent from the City unless and to the extent required by government ordered disclosure or law, in which case Agency (a) shall notify the City before such disclosure or as soon thereafter as reasonably possible;

(b) be responsible for and remain liable to City for the actions and omissions of any unauthorized disclosure or third party concerning the treatment of such PPI as if they were Agency’s own actions and omissions; and (c) require any unauthorized third party that has access to PPI to execute a written agreement agreeing to comply with the terms and conditions of this Agreement.

D. Security and Access.

i. Agency shall develop internal policies and procedures that support and comply with the required security standards for monitoring compliance by Agency’s employees, subcontractors, affiliates, agents, representatives, volunteers, and interns.

ii. Agency shall implement internal administrative, physical and technical safeguards to protect PPI that that meet or exceed accepted industry practices and applicable industry standards for information security, and shall ensure that all such safeguards, including the manner in which PPI is collected, accessed, used, stored, processed, disposed of and disclosed, comply with all applicable data protection and privacy laws, as well as the terms and conditions of this Agreement.

iii. At a minimum, Agency’s internal safeguards for the protection of PPI shall include:

1. Limiting access of PPI to authorized personnel; (ii) securing business facilities, data centers, paper files, servers, back-up systems and computing equipment, including, but not limited to, all mobile devices and other equipment with information storage capability; (iii) implementing network, device application, database and platform security; (iv) securing information transmission, storage and disposal; (v) implementing authentication and access controls within media, applications, operating systems and equipment;

2. Encrypting highly-sensitive PPI stored on any mobile media; (vii) encrypting highly-sensitive PPI transmitted over public or wireless networks;

3. Strictly segregating PPI from information of Agency or its other customers so that PPI is not commingled with any other types of information;

4. Implementing appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks consistent with applicable law; and (x) providing appropriate privacy and information security training to Agency’s employees, subcontractors, affiliates, agents, representatives, volunteers, and interns.

iv. All Agency employees, subcontractors, affiliates, agents, representatives, volunteers, and interns given access to any PPI must agree to abide by the terms of the Agreement and restrict use of PPI only for employees, subcontractors, affiliates, agents, representatives, volunteers, and interns’ internal business purposes and only as necessary for the execution of the Agreement.

E. Post-Breach Requirements.

i. Prompt Notification. Agency shall provide notice to the City by electronic communication and telephone of an actual or suspected Data Security Breach or an unauthorized access or acquisition of PPI soon as possible, but no later than twenty-four hours after learning of the actual or suspected Data Security Breach or an unauthorized access or acquisition of PPI.

ii. Notification Content. No later than seventy-two hours after learning the actual or suspected Data Security Breach or an unauthorized access or acquisition of PPI, Agency shall provide to the City a detailed report of the information breached, including names, contact information, and data that was or may have been compromised.

iii. Joint Investigation/Cooperation. Immediately following an actual or suspected Data Security Breach or an unauthorized access or acquisition of PPI, Agency shall cooperate and coordinate with City to jointly investigate the actual or suspected Data Security Breach or unauthorized access or acquisition of PPI. Agency agrees to: (i) assist the City with any investigation; (ii) provide the City with physical access to Agency facilities and operations impacted; (iii) facilitate interviews with Agency employees, subcontractors, affiliates, agents, representatives, volunteers, and interns, and others involved in the incident; and (iv) make available all relevant documents and data, electronic or in paper form, necessary to comply with all applicable laws, regulation, industry standards as otherwise requested by the City.

iv. Remediation. Agency shall immediately remedy an actual or suspected Data Security Breach or an unauthorized access or acquisition of PPI resulting from Agency’s failure to comply with any of its obligations under this Agreement and prevent any further breach at Agency’s expense in accordance with all applicable privacy rights, laws, regulations, and standards.

v. External/Third Party Notifications. Agency shall not inform any third party of an actual or suspected Data Security Breach or an unauthorized access or acquisition of PPI without first obtaining the City’s written consent to do so, other than to inform a complainant that the matter or inquiry has been forwarded to the appropriate City office for review or as otherwise required by law. Agency shall consult with City to determine (i) whether notice of a breach should be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies, or others as required by law, regulation, or otherwise in the City’s discretion; and (ii) the content of any such notice, whether and what type of remediation may be offered, and the nature and extent of any such remediation.

vi. General Litigation Cooperation. Agency shall fully cooperate with the City in any litigation or other action deemed necessary by the City resulting from an actual or suspected Data Security Breach or an unauthorized access or acquisition of PPI.

F. Data Retention. At any time during the term of this Agreement at the City’s request or upon the termination or expiration of this Agreement for any reason, Agency shall, and shall instruct all authorized persons to, promptly return to the City all copies, whether in written, electronic or other form or media, of PPI in its possession or the possession of such authorized persons, or securely dispose of all such copies, and certify in writing to the City that such PPI has been returned to City or disposed of securely. Agency shall comply with all directions provided by the City with respect to the return or disposal of PPI.

G. Termination. Failure to adequately protect sensitive data or PPI resulting in Data

Security Breach is a material breach of this Agreement. In such event, City may terminate the Agreement effective immediately upon written notice to Agency without further liability or obligation to City.

40. INCORPORATION OF RECITALS AND EXHIBITS

A. The Recitals set forth above and the Exhibits attached hereto are incorporated herein and made a term of this Agreement.

Exhibit A Program Plan Exhibit B Program Budget, Program Evaluation, and Leadership Demographics Exhibit C Insurance Requirements Exhibit D Agency Certification of Compliance with Child Protection Laws

IN WITNESS WHEREOF, the parties have caused this Funding Agreement to be executed the day and year first above written.

ATTEST:

CITY OF SANTA MONICA,

a municipal corporation

By:

City Clerk

APPROVED AS TO FORM:

City Attorney

City Manager

AGENCY

Name:

Title:

Exhibit A Program Plan

Exhibit B Program Budget, Program Evaluation, and Leadership Demographics

Exhibit C

INSURANCE REQUIREMENTS

Exhibit D:

Certification of Compliance with

Child Protection Laws

CERTIFICATION OF COMPLIANCE WITH CHILD PROTECTION LAWS

The City of Santa Monica (“City”) is committed to providing youth with the highest quality services available and creating an environment for youth that is safe, nurturing, empowering, and promotes growth and success. (“Agency”) acknowledges this commitment, and hereby certifies that Agency will similarly maintain this commitment and in furtherance of this commitment will ensure that all of its officers, administrators, employees, contractors, and volunteers who may or will have contact with minors while providing services or performing activities that are directly or indirectly funded with City funds (the “Relevant Personnel”) are screened in accordance with, receive training on, and comply with all federal, state, and local laws, ordinances, regulations, and directives, as well as all rules imposed by school districts or other government agencies, that are directed at preventing abuse or neglect of minors or promoting the safety, protection, and wellbeing of minors (collectively “Child Protection Laws”), including without limitation, where applicable, any of the following:

requirements for the performance of “Live Scan” background checks which involve submitting fingerprints to the Department of Justice and Federal Bureau of Investigation for all available criminal history information (see California Education Code § 10911.5;

California Penal Code § 11105.03);

requirements to undergo Tuberculosis (TB) risk assessments and/or examinations and produce certificates that show individuals are free of infectious tuberculosis (see California Education Code §§ 49406 and 87408.6; California Health and Safety Code §§ 1597.055, 121525, 121545, and 121555.); and/or requirements to complete Child Abuse Mandated Reporter Training in compliance with the California Child Abuse and Neglect Reporting Act (see California Penal Code §§ 11164-11174.3).

On behalf of Agency, understanding that this certification is a condition of receiving funds and that the accuracy of this certification will be relied on by the City of Santa Monica in disbursing funds, I hereby represent, certify, and agree as follows:

(1) I have the authority to execute this certification on behalf of Agency.

(2) I have reviewed the above and understand the requirements of this certification.

(3) I understand and agree that it is Agency’s sole responsibility to ensure that Agency and the Relevant Personnel understand Child Protection Laws and comply with all applicable requirements imposed by those laws.

(4) I certify that Agency has implemented policies and procedures to ensure that Agency and the Relevant Personnel comply with all applicable Child Protection Laws.

(5) I further certify that, to ensure that Agency provides youth with the highest quality services in an environment that is safe, nurturing, empowering, promotes growth and success, and is free from abuse or neglect, Agency has implemented policies and procedures regarding child protection similar to those set forth in Exhibits A, B, and C to City of Santa Monica Administrative Instruction III-5-12 (included in this Exhibit for reference) .

(6) I authorize the City to make inquiries, including requesting that Agency provide documentation, as necessary, to verify that Agency and the Relevant Personnel are in compliance with all applicable Child Protection Laws and have in place policies and procedures regarding child protection as required above.

«Agency_Name»

Print Name:

CODE OF CONDUCT FOR PROVIDING SERVICES TO YOUTH

The Code of Conduct for Providing Services to Youth outlines specific expectations for all staff employees, staff volunteers, and contractors (collectively “Staff”) for any City-managed youth program. Staff are expected to act conscientiously to exemplify the highest ethical standards. While the City encourages the cultivation of positive relationships with youth, Staff must take care that efforts to cultivate such relationships do not place youth or them in vulnerable situations. Accordingly, when working in connection with the City-managed youth program, all Staff must at all times comply with all of the following:

Staff understand that the City of Santa Monica has zero tolerance for abuse.

Staff will treat youth with dignity and respect.

Staff will treat youth fairly regardless of race, color, sex, sexual orientation, gender identity, gender expression, ancestry, national-origin, religion, medical condition, or physical or mental disability.

Staff will ensure that youth are adequately supervised in accordance with recommended supervision ratios.

Staff will dress appropriately to the occasion, task, and company present.

Staff will seek guidance from a program supervisor if they are unsure about anything relating to the conduct of Staff or youth.

Staff will not stare at or comment on youth bodies.

Staff will not date or engage in physical or romantic relationships with youth.

Staff will not use or be under the influence of alcohol or illegal drugs in the presence of youth or at any facility used to provide services to youth.

Staff will not have printed or online pornography in the presence of youth or at any facility used to provide services to youth.

Staff will not have secrets with youth.

Staff will not give to any youth gifts, rewards, or incentives (including food) that are not program related.

Unless a program supervisor has agreed that greater confidentiality is absolutely necessary to the service being provided (for example, individual therapy that requires privacy for confidential communications): (a) Staff will not meet individually with youth behind closed doors or in any other setting outside the view of other adults; (b) interactions with youth should occur in view of other adults; (c) if Staff believes there is a need for a private or one-on-one discussion to address something personal or sensitive, Staff should conduct the discussion in a quiet place that can be monitored or seen by another adult Staff; (d) Staff will notify the Staff’s supervisor in advance of the individual meeting and its purpose; and (e) immediately, or as soon as practically possible, after the meeting, Staff will report the meeting to the Staff’s supervisor, identify to the Staff supervisor

Code of Conduct—Page 2 of 4 the other Staff who witnessed the meeting, and provide the Staff supervisor with a full description of what occurred during the meeting. Where a program supervisor has agreed that greater confidentiality is absolutely necessary to the service being provided, Staff will still notify the Staff’s supervisor of the time, place, and duration of the meeting, and, to the extent possible without breaching required confidentiality, the general nature of what occurred during the meeting, including any unusual occurrences.

Staff will not abuse youth in anyway. In addition, Staff have an obligation to do all they can to prevent abuse of youth by anyone, including other Staff, other adults, or other youth. Abuse includes, but is not limited to, any of the following:

a. Physical abuse: striking, kicking, hitting, spanking, shaking, slapping, biting, hair pulling, choking, throwing, whipping, unnecessary restraints, or other action that injures a child;

b. Verbal abuse: degrading, threatening, cursing;

c. Sexual abuse: inappropriate touching, exposing oneself, sex of any kind, obscene phone calls, text messages, or digital interactions, or other sexual conduct that is harmful to a child’s mental, emotional, or physical welfare;

d. Emotional abuse: shaming, humiliating, isolating, terrorizing, cruelty.

Staff will not mistreat or bully youth in any way. In addition, Staff have an obligation to do all they can to prevent mistreatment or bullying of youth by anyone, including other Staff, other adults, or other youth. Bullying is aggressive or threatening behavior that is intentional, repeated, and involves an imbalance of power or strength. Bullying may be based on, but not limited to, actual or perceived race, color, ethnicity, religion, national origin, sex, age, marital status, personal appearance, sexual orientation, gender identity or expression, intellectual ability, familial status, family responsibilities, matriculation, political affiliation, genetic information, disability, source of income, or any other distinguishing characteristic, or on a person's association with a person or group with any of the actual or perceived foregoing characteristics. Bullying can take on various forms and includes, but is not limited to, any of the following:

a. Physical bullying involves unwanted physical contact and using physical force to hurt a person’s body or possessions. Physical bullying can include: (i) hitting, punching, pushing, shoving, kicking, tripping, pinching, or restraining another; (ii) spitting on another; (iii) taking, hiding, or breaking another’s things.

b. Verbal bullying and bullying using non-verbal gestures involves using words, whether spoken (including in telephone calls) or written (including in texts, emails, or graffiti), or non-verbal gestures, to harm another or convey a threat of harm to another. Verbal bullying can include: (i) teasing; (ii) name-calling; (iii) taunting; (iv) mean, rude, threatening, or vulgar gestures.

Code of Conduct—Page 3 of 4

c. Social bullying (sometimes also referred to as relational bullying) involves hurting or threatening to hurt someone’s reputation or relationships. Social bullying can include: (i) social exclusion, that is, excluding someone from social interactions; (ii) friendship manipulation, that is, telling others not to be friends with someone, or only to be friends with certain others; (iii) spreading rumors or gossip about someone; (iv) embarrassing someone in public or in front of a group of friends; (v) hazing a person seeking to join or participate in a group by engaging in or encouraging conduct that humiliates, degrades, abuses, or endangers that person, regardless of that person’s willingness to participate in the conduct.

d. Cyberbullying involves verbal or social bullying that is carried out using any form of electronic communication, including but not limited to email, instant messages, text messages, or postings (whether on social media, a website, a blog, a chatroom, or in any other way), to communicate text, video, audio, digital pictures, or digital images.

Cyberbullying can include: (i) sending or posting mean, rude, threatening, or vulgar messages or images; (ii) sending or posting threats of harm; (iii) sending or posting sensitive, private information about…