FY_2027-31_HSGP_Grant_Agreement_Template.pdf

9/2/26 Template

CONTRACT NO. _________(CSD)

GRANT AGREEMENT (Draft Template)

This Grant Agreement (“Agreement”), entered into as of ________(“Execution Date”), by and between the City of Santa Monica (“City”) and ABC [Insert applicable entity type], (“Grantee”), 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 Grantee is a [insert applicable entity type] duly organized, validly existing, and 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 range of human service programs to benefit the residents of the City over a four-year funding period (FY 2027-28 through FY 2030-31) through the Human Services Grants Program (HSGP) as approved by the City Council on [DATE].

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

1. TERM OF AGREEMENT

The term of this Agreement shall be from July 1, 2027, to June 30, 2031, unless this Agreement is sooner terminated as provided herein. The term shall consist of four separate fiscal years, each beginning July 1st and ending June 30th, including fiscal years FY 2027-28 through FY 2030-31. The City has no obligation to provide funding for any fiscal year unless funds are appropriated and made available for that purpose. Each annual grant award is subject to applicable City budget and funding approvals and the terms and conditions of this Agreement.

2. PROGRAM SERVICES TO BE PERFORMED BY THE GRANTEE

A. The Grantee shall, in a proper and satisfactory manner and in accordance with this Agreement, implement, operate, conduct, and perform program services as specified in the Program Plan (Exhibit A) and Program Budget and Performance Workbook (Exhibit B) attached hereto.

B. The City Manager, or his/her designee, may modify or amend any Exhibits by a written amendment or other written agreement authorized by the City and executed 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:

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

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

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

1. The subcontractor receives advance written approval from the City;

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

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

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

4. The Grantee shall ensure that each subcontractor performing services funded under this Agreement is bound by applicable provisions of this Agreement, including applicable requirements concerning use of funds, confidentiality, insurance, nondiscrimination, and compliance with law.

3. CITY REVIEW OF THE GRANTEE'S PERFORMANCE

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

B. The Grantee 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 Grantee in order to evaluate the Grantee's performance.

C. The City may interview or otherwise communicate with any agent, employee, officer, representative, subcontractor, or volunteer of the Grantee during normal business hours regarding the Grantee's performance. The Grantee shall cooperate with the City in arranging the communications to the extent reasonably practicable and consistent with applicable confidentiality and privacy obligations.

4. GRANT AMOUNT, COMPENSATION AND METHOD OF PAYMENT

A. The Grantee shall use Grant Funds solely for the purposes and eligible costs authorized by this Agreement and applicable Exhibits.

B. The City shall pay to the Grantee the annual grant award specified in the attached Exhibits for full performance of services as specified in this Agreement. Grant funding may be renewed contingent on the availability of City funding, Grantee’s ability to meet all requirements contained in this Agreement, and City Council approval. The City may modify or amend the Exhibits administratively to reflect the funding level approved by the City Council.

C. The City, in its sole discretion, may advance funds to the Grantee only as expressly provided in the applicable Exhibits or approved in writing by the City.

The City may withhold, reduce, suspend, or adjust grant funds to the extent reasonably necessary as a result of Grantee's noncompliance with this Agreement, ineligibility of expenditures, failure to perform required program services, a material change in the approved program, or other circumstances affecting the authorized use of grant funds.

D. The City may adjust the grant award, 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 and geographical area to be served, if the program fails to meet performance goals, if the program purpose is significantly changed, or if the Grantee ceases to exist.

5. RETURN OF GRANT FUNDS

A. The Grantee agrees that any grant funds that remain unexpended or are not authorized for carryover following the end of the applicable fiscal year shall be returned to the City within thirty (30) days following the City’s formal notice of funds due. The City may approve a written carryover of unexpended funds when consistent with the approved program and funding source requirements. 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 Grantee expends grant funds for ineligible or unauthorized costs, or otherwise in violation of this Agreement, those expenditures may be disallowed. The City shall notify the Grantee 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 attached hereto must be submitted to the City, and prior written 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 than one thousand dollars ($1000), and the proposed modification(s) will modify any of the following:

1. The subtotal for any expenditure category contained in the Program Budget

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

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

The City, in its sole discretion, reserves the right to approve or deny Grantee’s proposed budget modifications.

7. FISCAL ACCOUNTABILITY AND REVIEW

A. The Grantee 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 Grantee's fiscal integrity and compliance with this Agreement and all applicable federal, state, and local laws, statutes, ordinances, regulations, and directives (collectively, the “Law”) and funding requirements.

The Grantee agrees to fully cooperate with the City or its agent in fiscal reviews.

C. The Grantee agrees to have an annual agency audit or financial statement review performed by an independent Certified Public Accountant, as required by applicable Federal and State statutes, including those requirements contained in 2 CFR 200 “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards”. The Grantee further agrees to complete these audits and/or reviews in a timely manner and to submit a copy of the resulting documents upon their completion, including any auditor’s management letter, to the City. In the event the Grantee does not have an annual audit or financial statement review performed, it shall be considered a material breach of this Agreement. In such event, the City may have an audit or financial statement review performed by its duly authorized representative and Grantee will reimburse City for the audit or review costs.

D. The Grantee 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 Grantee also agrees to pay to the City, within thirty (30) days following the City’s formal notice, the full amount of City's liability, if any, resulting from any exceptions to the extent the exceptions are attributable to the Grantee's failure to perform any of its obligations under this Agreement.

E. For Grantees receiving non-general fund dollars (for example, CDBG, Opioid Settlement, Providence Saint John’s Development Agreement, or County Measure A funds), Grantee agrees to comply with the established requirements associated with each funding source, including, but not limited to, eligible activities, participant eligibility, and reporting.

8. REPORTS AND RECORDS

A. The Grantee will generate and maintain retrievable program records an participant-level records, where and applicable and necessary to document services and performance. The Grantee shall utilize an appropriate information management or other electronic system (such as HMIS for agencies that serve people experiencing homelessness). The Grantee shall ensure appropriate safeguards are implemented to secure participants’ protected health information at all times in accordance with all applicable Laws.

B. The Grantee shall complete semi-annual program and fiscal status reports in accordance with the reporting instructions provided by the City, unless otherwise specified in the Exhibits and any modification or amendment thereto. The Grantee shall submit to the City each program and fiscal status report on or before the deadline set forth in the reporting instructions.

C. If the City deems necessary, the City may request supplemental reports to further assess Grantee’s performance pursuant to this Agreement.

D. The Grantee agrees to provide upon City’s 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 of City-funded positions, 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 Grantee's performance pursuant to this Agreement.

E. The Grantee 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 Grantee 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 Grantee.

F. The Grantee shall retain applicable records for at least five (5) years following the expiration or termination of this Agreement or, if a claim, audit, or litigation involving the records begins before expiration of that period, until the matter is finally resolved.

9. GRANTEE PERSONNEL

A. As part of its reporting obligations, the Grantee must notify the City in writing of all significant changes in personnel funded in full or in part by this Agreement, of all changes in administrative, program, and fiscal staff having responsibility for this grant whether or not these positions are directly funded by the City, and of all changes in the membership of the Board of Directors including Board Officers.

B. The Grantee shall maintain records demonstrating that personnel funded under this Agreement are qualified to perform their assigned responsibilities, as applicable to the approved program.

C. The Grantee 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 12 of this Agreement.

10. GENERAL GRANT CONDITIONS

A. The Grantee shall remain in compliance with the terms of the most current Good Neighbor Agreement Policies and Practices Form incorporated into this Agreement or otherwise provided to Grantee, as such form may be amended from time to time, and will work with the City to submit an updated form as needed.

B. The Grantee 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.

C. Any of the Grantee’s agents, employees, officers, representatives, subcontractors, and volunteers, providing services under this Agreement 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.

11. GRIEVANCE PROCEDURES

Grantee shall maintain written grievance procedures specifying the steps that program participants may take to file and resolve a grievance against Grantee 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. Grantee shall maintain a centralized record of all grievances made by program participants and shall document the final resolution of the grievance.

12. NONDISCRIMINATION REQUIREMENTS

A. The Grantee will comply all applicable federal, state, and local nondiscrimination and accessibility laws in the performance of this Agreement. Grantee shall not unlawfully discriminate against any person in connection with services, activities, employment, or participation funded under this Agreement. Grantee shall provide reasonable accommodations as required by applicable law. Grantee shall 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 Grantee. The Grantee and any of its agents, employees, officers, representatives, subcontractors, and volunteers shall adhere to all regulations set forth by the Americans with Disabilities Act (ADA).

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

C. Additionally, the Grantee 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 Grantee shall provide reasonable accommodations for the employment of qualified applicants with disabilities. The Grantee shall abide by and conform to any and all Laws.

13. TERMINATION

A. If the Grantee breaches this Agreement, the City may provide written notice describing the breach. If the breach is capable of cure, the City shall provide the Grantee a reasonable opportunity to cure before termination, unless the City reasonably determines that immediate suspension or termination is necessary to protect public funds, program participants, or the City, or is required by applicable law or funding requirements.

The City’s written notice shall state the reasons for the termination. The Grantee 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 Grantee is in default or if there is a breach of this Agreement.

B. This Agreement may be terminated without cause by the City upon sixty (60) days' written notice. Grantee may terminate upon sixty (60) days' written notice, subject to an orderly wind-down of the City-funded program and return of unexpended grant funds.

C. Within five (5) days of termination of this Agreement, Grantee shall cease incurring new obligations chargeable to grant funds except as authorized in writing by the City, take reasonable steps to minimize costs, complete required closeout activities, and return unexpended or disallowed grant funds in accordance with this Agreement.

14. COMPLIANCE WITH LAWS

The Grantee shall comply with all applicable Laws in performing its obligations under this Agreement and with applicable funding source requirements specified in the Special Funding Conditions attached hereto as Exhibit C or any modifications or amendments thereto. If the Grantee represents that it has tax-exempt status, the Grantee shall maintain that status throughout the term unless otherwise approved in writing by the City. Grantee is responsible for obtaining and maintaining compliance with applicable requirements necessary to perform the program.

15. INDEPENDENT CONTRACTOR

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

16. PUBLIC STATEMENTS

The Grantee 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.

17. DEFEND, INDEMNIFICATION AND HOLD HARMLESS

A. The Grantee 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 services provided by Grantee, its agents, employees, officers, representatives, subcontractors, or volunteers pursuant to this Agreement; provided, however, that nothing contained herein shall be construed as obligating Grantee to indemnify for losses arising from the sole active negligence or willful misconduct of the City.

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

18. INSURANCE

Prior to commencing work, the Grantee 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 under this Agreement by the Grantee or the Grantee’s agents, employees, officers, representatives, subcontractors, or volunteers for the duration of this Agreement. The Grantee must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit D, Insurance Requirements and Verification attached hereto.

19. PERMITS AND LICENSES

A. The Grantee, 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 Grantee shall complete an application to request that the City issue Official City Business Parking Permits to the Grantee for the term of the Agreement. Upon receipt of the application, 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 Grantee, at its sole expense, may purchase additional parking permits at the current fee. City staff will monitor the issuance of these permits and determine eligibility.

20. PROHIBITION AGAINST TRANSFERS

The Grantee shall not assign 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 or transferee shall acquire no right or interest by reason of the attempted assignment or transfer. In the event that an 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 assignment or transfer unless the City determines, in its sole discretion, that modifications to this Agreement are necessary to effectuate the assignment or transfer. Any approved assignment or transfer does not relieve the Grantee of its obligations unless the City expressly agrees otherwise in writing.

21. NOTICE TO THE CITY OF LABOR DISPUTES

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

22. COPYRIGHT

The Grantee retains ownership of materials created independently by the Grantee.

To the extent the Grantee creates reports, data, or other deliverables specifically required by this Agreement, the Grantee grants the City a perpetual, nonexclusive, royalty-free license to use, reproduce, and distribute such materials for governmental and program-related purposes, subject to applicable confidentiality and privacy laws.

23. LIMITATION ON COSTS

No cost shall be allowed under this Agreement which is not included in the Grantee's Program Budget attached hereto as Exhibit B or any City approved modifications or amendments thereto.

24. PROPERTY ACQUISITION, CONTROL AND DISPOSITION

A. An inventory shall be maintained for each item of tangible personal property purchased with City funding, 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 expiration or earlier termination of this Agreement, 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 Grantee shall obtain at three (3) documented estimates prior to purchasing equipment over Twenty-Five Thousand Dollars ($25,000) per unit in value as approved in the budget. All City-funded equipment purchases must be approved in the budget.

The above provisions apply to leasing as well as to purchasing equipment.

25. NEPOTISM

The Grantee shall not hire nor permit the hiring of any person in a City-funded position 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 Grantee 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.

26. CONFLICT OF INTEREST.

A. The Grantee covenants that no board member, employee, officer, subcontractor, or agent of Grantee 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:

B. Any business entity in which the person has a direct or an indirect investment worth more than Two Thousand Dollars ($2,000).

C. Any real property in which the person has a direct or indirect interest worth more than Two Thousand Dollars ($2,000).

D. Any source of income, loans, or gifts which, when combined, are worth Five Hundred Dollars ($500) or more in value received by or promised to the person within twelve (12) months prior to the time this Agreement was executed.

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

F. 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 Two Thousand Dollars ($2,000).

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

27. NOTICES

A. All notices, demands, requests, or approvals which are required under this Agreement, or which either the City or the Grantee may desire to serve upon the other, shall be in writing and shall be conclusively deemed served when delivered digitally via email 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 Grantee to the City shall be addressed as follows:

City of Santa Monica Human Services Division

Attn: Human Services Manager 1685 Main Street, MS 22 Santa Monica, CA 90401

AND / OR

humanservices@santamonica.gov

C. All notices, demands, requests or approvals from the City to the Grantee shall be addressed to the location and contact person specified in the Special Funding Conditions attached hereto as Exhibit C or any modifications or amendments thereto.

28. AUTHORITY TO BIND GRANTEE

Each person executing this Agreement on behalf of the Grantee represents that he or she is authorized to bind the Grantee. Upon the City's reasonable request, the Grantee shall provide documentation demonstrating such authority. 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.

29. WARRANTY OF SERVICES

The Grantee warrants and guarantees that all services performed hereunder for the City by the Grantee shall be performed in a manner commensurate with the highest professional standards.

30. RELIGIOUS ACTIVITIES

A. No program funds provided under this Agreement may be expended directly or mailto:humanservices@santamonica.gov 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.

31. POLITICAL ACTIVITY

A. The Grantee 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:

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

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

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

B. The Grantee 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.

32. INTEGRATED AGREEMENT

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.

In the event of a conflict between this Agreement and an Exhibit, the Agreement controls unless the Exhibit expressly states that it supersedes a specified provision of the Agreement.

33. PARTIAL INVALIDITY

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 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

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

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

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. EXECUTION IN COUNTERPARTS

This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single agreement. Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).

39. ABUSE PREVENTION

A. If Grantee provides services to minors under the age of 18 and/or individuals age 18 – 24 (i.e., transition age youth) whom the Grantee treats as youth, Grantee shall complete the Grantee Certification of Compliance with Child Protection Laws attached hereto as Exhibit E. By executing the certification Grantee agrees and certifies that Grantee will ensure that all of agents, employees, officers, representatives, subcontractors, 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:

1. 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);

2. 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

3. 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).

B. Grantee agrees that City may conduct scheduled or random audits of the services performed under this Agreement to ensure compliance with this Section and other requirements that are specified and incorporated in this Agreement to protect children.

C. City, in its sole and complete discretion, may suspend or terminate this Agreement immediately if Grantee fails to comply with this Section, including the Abuse Prevention Standards and Requirements as outlined in Exhibit E. City will provide Grantee with written notice of any suspension or termination under this Section, which will be effective immediately.

40. DATA GOVERNANCE

A. Definitions. The following definitions shall apply to the terms as they appear in this Section:

1. “Agency” means the party entering into this Agreement with the

City including its officers, directors, employees, agents, representatives, subcontractors, consultants, volunteers, and interns that have access to Personal Protected Information (PPI) in connection with the performance of services under this Agreement. Agency shall be responsible and liable for the acts and omissions of these individuals to the same extent as its own acts and omissions.

2. “Authorized Persons” means Agency’s officers, directors, employees, agents, representatives, subcontractors, consultants, volunteers, and interns who are granted access to PPI solely to perform services under this Agreement. Authorized Persons are subject to all confidentiality, security, and data protection obligations in this Agreement, and Agency shall remain fully responsible and liable for their acts and omissions to the same extent as for its own.

3. “Data Security Breach” means an unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of PPI. Good faith acquisition of PPI by Agency or its Authorized Persons, without further unauthorized use or disclosure, is not a “Data Security Breach”.

4. “Personal Protected Information” or “PPI” has the same meaning as “personal information” as defined by California Civil Code § 1798.29 (g), or as such section may be amended, and includes any information maintained by or for Agency about a living homeless Service Recipient or homeless individual that: (i) identifies, either directly or indirectly, a specific individual;

(ii) can be manipulated by a reasonably foreseeable method to identify a specific individual; (iii) can be linked with other available information to identify a specific individual. PPI does not include publicly available information lawfully accessible from government records.

B. 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 and 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. Agency shall ensure that its Authorized Persons provide the same access and cooperation upon request. 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.

C. 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, including without limitation, California Civil Code Section 1798.29 and other applicable California privacy laws. Authorized Persons are subject to these obligations.

D. Data Uses and Disclosures. 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 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 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 required by law or court order, in which case Agency shall (a) notify the City before such disclosure or as soon thereafter as reasonably possible; (b) limit disclosure to the minimum necessary; (c) remain fully liable to City for any acts or omissions of third parties; and (d) require any third party that has access to PPI to be bound by written obligations at least as protective as those set forth in this Agreement.

E. Security and Access.

1. Agency shall develop internal policies and procedures that support and comply with the required security standards for monitoring compliance by Authorized Persons.

2. Agency shall implement internal administrative, physical and technical safeguards to protect PPI that meet or exceed reasonable security procedures and practices appropriate to the nature of information, consistent with applicable data protection and privacy laws and applicable industry standards, 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.

3. Agency should regularly review and promptly update access privileges to ensure only Authorized Persons have access to PPI.

4. At a minimum, Agency’s internal safeguards for the protection of PPI shall include: (i) limiting access of PPI to Authorized Persons; (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; (vi) encrypting highly-sensitive PPI stored on any mobile media; (vii) encrypting highly-sensitive PPI transmitted over public or wireless networks; (viii) strictly segregating PPI from information of Agency or its other customers so that PPI is not commingled with any other types of information; (ix) 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 Authorized Persons.

5. All Authorized Persons given access to any PPI must: (i) be bound by written confidentiality and data protection obligations; and (ii) use PPI solely as necessary to perform services under this Agreement.

F. Post-Breach Requirements.

1. 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 as soon as possible, but no later than 24 hours after learning of the actual or suspected Data Security Breach.

2. 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 to the extent known at the time, the names, contact information, and data that was or may have been compromised.

3. 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, and industry standards as otherwise requested by the City; and (v) preserve all evidence relating to the incident.

4. 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.

5. External/Third Party Notifications. Except where legally required, in which case Agency shall provide advance notice to the City unless prohibited by law, 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.

6. 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, including responding to public record requests and regulatory inquiries, to the extent related to Agency’s performance of services under this Agreement.

G. Data Retention. Agency shall retain PPI only for the period reasonably necessary to perform its obligations under this Agreement or as otherwise required by applicable law, regulation, funding requirements, or applicable record-retention requirements. Upon expiration or earlier termination of this Agreement, Agency shall securely dispose of PPI that it is not otherwise required or permitted to retain;

provided, however, that Agency may retain PPI to the extent required by applicable law or reasonably necessary for record-retention, legal, audit, or other legitimate purposes. Where the City has provided PPI to Agency or otherwise has a legal right to direct the disposition of particular PPI, Agency shall comply with the City’s reasonable written directions regarding the return, retention, or secure disposal of such PPI.

H. 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 this Agreement immediately upon written notice to Agency. In addition to termination, City may pursue any other remedies available under law or in equity.

41. INCORPORATION OF RECITALS AND EXHIBITS

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 and Evaluation Workbook Exhibit C Special Funding Conditions Exhibit D Insurance Requirements and Verification Exhibit E Certification of Compliance with Child Protection Laws (if applicable)

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

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

CITY OF SANTA MONICA,

a municipal corporation

By:

City Manager

Grantee

By:__________________________ Name: ________ ______________ Title: ________________________