Telecare Corporation - Second Amendment

COUNTY OF SANTA CLARA - AMENDMENT TO SERVICE AGREEMENT
This is an amendment to an existing Agreement
Purchase Order
Number:
430001 1807
Maximum Financial Obligation
(Prior to this Amendment):
Current Agreement End Date:
Amendment
Number:
$
Effective Date (Will be the date
executed by Authorized County
Representative):
2
245,000.00
Amended Maximum Financial Obligation
(If dollar amount is changing):
6/30/2016
New Agreement End Date:
6/7/2016
$
6/30/2017
For County Use Only - SAP
Account
Plant
Assignment
Number
Cost
Center
General Ledger
(Expense Code)
Amount
(Dept
WBS
(Capital Project Code)
Internal Order
(*PCA" code optional)
Code)
Lìne
I
Select...
Llne
2
Select...
Líne
3
Select...
Líne
4
Select..
Líne
5
Select..
0107
tt07
5255100
0l
107-G107NFFl
Parties to Agreement
Legal notices and invoices pertaining to this Agreement shall be sent to the appropriate contact person
listed below. Notices shall be in writing and served either by personal delivery or sent by certified or
registered mail;postage prepaid, addressed as follows. Notice shall be deemed effective on the date that
the notice is personally delivered or, if mailed, three (3) days after deposit in the mail. Either party may
designate a different person andf or address for the receipt of notices by sending written notice to the
other party, which shall not require an amendment to this Agreement,
Contractor
Contractor Name
(As Displayed In
SAP):
Contact Person:
Street Address *:
City, State, Zip
*:
Telephone Number
Email Address
Faith Richie, Senior Vice President for Development
1080 Marina Village Parkway, Suite 100
Alameda, CA 94501
*:
x:
SCC Vendor Number
(As Assigned In SAP):
*
I'elecare corporation
5101337-7950
frichie@telecarecorp.com
1olo294
To be completed for Independent Contractors Only
Form Effective as of April 2014
-
DO NOT COMPLETE FOR DEPENDENT CONTRACTORS
Page
I of4
COUNTY OF SANTA CLARA - AMENDMENT TO SERVICE AGREEMENT
This is an amendment to an existing Agreement
- Agency / Depar-tmen{:
'
Offìce of the Corurty
Executive
Program Manager or
Conhact MonìtorName:
Gary
Street Addlêss:
70 W. I{cdding St., Ëas Wing - l lrh Floor
Cþ,
San Jose,
State,
'
Arc7
'
Zip:
Teþhole Nur¡ber:
A
Graves, Chief Operating Officer,
CA 95J l0
408t299.5180
Fiscal Contact
' (Accounts Payable Contact):
Lisa Doân. 4081299-5123
Contact Preparer:
Signatures
Amendment is not valid until signed by Contractor and the County Authorized Representative. The
Agreement as amended consilrutes the entire agreement of the parËies concerningthe subject matter
herein and supersedes all prior oral and wrÍtten agreements, representations and understandings
concerning such subject matter. By signing below, signatory warrants and represents that he/she
executed this Amendment in his/her authorized capacity, that he/she has the authority to bind the entity
listed belowto eontractual obligations and that by his/her signature on this Amendmen! the,entity on
behalfof
executed this Amendment,
Agency/Departnent Manager:l
Dafe:
, Agency/Deparúment Fiscal Officer:
I County Authorized Representative:
. (Ptocurcnuil Depurthrcnt, Bourd olSupen'isors,
or
Dare:
l-27,-/b
Date:
g-ZL*
16
Date:
Delega,ed Ailthoûltt)
, Coun¡y Counsel:
,,Date:
(Signature required when the Søndard Provisions .
language (Sectron VI) is revtsed, or for. [T Serviccs
punquânt io Board Policy 5.J.5.2 (4), or for
Board approrrcd contl.acts, or fô¡ conf.acts wirh Boaid
delegated authonty to agencics/departments.)'
PIe6e notei-Atlachmenls tnd e¿hibils thd ittchtde
additional terms and condirions, confl¡ct trith Coilnly .
'
standard provisiorc, or'require riik dsserílr¡èt
nnÆl be,qppt oved bv Connty Coa¡tsel
1
Offìce of the County Executive:
Date:
(Signarure required when Board approved contract by a
Delegation of Aurhorrry)
Attest,Clerk of tlre Board:
(Signature required when Board approved contractj
F'orm Effective as of
April 2014
Page 2 of 4
COUNTY OF SANTA CLARA - AMENDMENT TO SERVICE AGREEMENT
This is an amendment to an existing agreement
Reason(s) for Amending the Service Agreement
{
Amend Term of Agreement
In late 2015, the County of Santa Clara was awarded a Pay for Success Grant from the Nonprofit Finance Fund (NFF) in the amount
of $245,000.00. This NFF Grant was awarded to the County as the sub-grantee, with Telecare Corporation serving as the County's
servicç provider. The actual budget was added as part of the County's Mid-Year action in February 2016. This project just completed
its second quarter with two more quarters remaining. The County and Telecare have made significant strides in ramping up this
project but much work still needs to be completed, both to adhere to Grant compliance requirements and in support of the overall
goal ofthe Project.
Or see
Attachment _
as incorporated by this reference
Amend Contract Specifics
Note: A new Agreement should be q'eøted if the Scope of Semices is signfficantb) modirted or expanded.
Or see
Attachment_
as
incorporated by this reference
Amend Maximum Financial Obligation
Maximum Financial Obligation prior to this Amendment:
A.
B.
C.
(Same as on page l)
Amount of increase or decrease:
(Explain below)
Revised Maximum Financial Obligation:
(A +/- B will equal C)
$
$
$
Explanation of increase / decrease (include new payment terms if applicable):
Or see Attachment
_
Form Effective as of April 2014
as incorporated by this reference
Page 3
of4
COUNTY OF SANTA CLARA - AMENDMENT TO SERVICE AGREEMENT
This is an amendment to an existing agreement
Amend Standard Provisions
Or see Attachment
_
as incorporated by this reference
Or Section VL Standard Provisions is replaced in its entirety by
Attachment_
Other (please explain below)
This Amendment references Attachment A - Social Innovation Fund, Pay for Success Transaction Structuring Competition.
Sub-Grant No. 2015_SIF9 SUB AWARD AGREEMENT.
€r
see
Attachment
A
as incorporated by
this reference
Contract History
Total financial obligation from prior fiscal year(s):
$0
Financial obligation in current fiscal year:
$
370,000.00
Cumulative total of all agreements with this Contractor within Budget Unit for same
type of services (including this amendment):
$
370,000.00
Insurance
{
Insurance does not require changes
Insurance Exhibit is replaced by Exhibit
Form Effective as of April 2014
B
_
attached and incorporated by this reference.
Page 4
of4
Attachment A
SOCIAL INNOVATION FUND
PAY FOR SUCCESS TRANSACTION STRUCTURING COMPETITION
Sub-Grant No. 20 15_SIF9
SUB-AWARD AGREEMENT
This Social Innovation Fund Pay for Success Transaction Structuring Competition Sub-award Agreement
(the "Agreement"), dated October lst,2015, is made and entered by and between Nonprofit Finance Fund, a
New York state not-for-profit corporation ("NFF") and County of Santa Clara, a Government whose address
is 70 W. Hedding Street, East Wing, llth Floor, San Jose, CA 95110 ("Subgrantee") (each individually a
"Party" and collectively, the "Parties").
The following named entities are also pafiners (the "Partners") to the award in the following capacity:
Transaction Coordinator: Third Sector Capital Partners, a not-for-profit corporation whose address is 500
Washington Street, Suite 340, San Francisco, CA 94111
Back End Payor: County of Santa Clara, a Government whose address is 70 W. Hedding Street, East Wing,
I lth Floor, San Jose, CA 951 l0
Evaluator: Keith Humphreys, Stanford University, a not-for-profit corporation whose address is 401 N.
Quarry Road, Room C-305, Stanford, CA 94305
Service Provider: Telecare Corporation, a for-profit corporation whose address is 1080 Marina Village
Parkway, Suite 100, Alameda, CA 94501
NFF's mission is to unlock the potential of mission-driven organizations through tailored investments,
strategic advice, and accessible insights.
The Corporation for National and Community Service (the "Corporation") is a federal agency whose
mission is to improve lives, strengthen communities, and foster civic participation through service and
volunteering. The Social Innovation Fund's ("SIF") Pay for Success program is the Corporation's
innovative program that seeks to advance and evaluate emerging models that align payment for social
services with verified social outcomes. This Agreement is part of a SIF program and SIF funds are the
resource being provided.
The intended purpose of this sub-award is for Subgrantee (and its Partners) to undertake transaction
structuring work for a proposed Pay for Success project in Santa Clara County (the "GeogÍaph]¡"), in
accordance with the work plan and budget attached hereto as Appendix I entitled "Work Plan and
Milestones" and Appendix II entitled "Final Budget and Budget Reporting Template."
This Agreement specifies the terms and conditions under which the Parties shall participate in the conduct
of a program supporting transaction structuring work. The Parties' goal under this Agreement is to promote
the structuring ofhigh-quality Pay for Success transactions to support innovative and transformative social
services that can deliver strong, positive outcomes in low-income communities.
1.
Services to be Provided. The Subgrantee agrees to carry out the program services described and
detailed in Appendices I and II in a lawful, satisfactory and proper manner, and in accordance with
written policies and procedures as may be prescribed by the Corporation and federal rules,
regulations, terms and conditions, as set forth in Appendix III entitled "Requirements and
Certifications for Subgrantees" attached hereto. The Subgrantee agrees to provide all of the
necessary qualified personnel, equipment, materials, and facilities to perform the work as described
and detailed in Appendices I and II.
OHSUSA:761770022.5
9
l I 886-5
This Agreement is made solely for the purpose outlined herein and funds may not be expended for
any other purpose without NFF's prior written approval. Further, funds received under this
Agreement may not supplant funds from other sources allocated for salaries and/or benefits of
workers assigned to this Agreement.
2.
Prohibited Program Activities. The Subgrantee must comply with the prohibitions on the use of
Corporation funds in section 174 of the National and Community Service Act of 1990, 42 U.S.C. $
12634, as amended. In no event shall any of the funds received under this Agreement be used, in
whole or in part, for any of the following purposes, nor shall the Subgrantee, and anyone acting
under the supervision or authority of the Subgrantee, engage in any of the following while charging
time to this sub-award:
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
k.
l.
m.
n.
o.
Attempting to influence legislation;
Organizing or engaging in protests, petitions, boycotts, or strikes;
Assisting, promoting, or deterring union organization;
Impairing existing contracts for services or collective bargaining agreements;
Engaging in partisan political activities or other activities designed to influence any political
campaign on behalf of (or in opposition to) any candidate for public office, or any activities
designed to influence the outcome of an election to any public office as prohibited by
Section 501(c)(3) of the Internal Revenue Code (the "IRC");
Conducting
a voter registration drive or using Corporation funds to conduct a voter
registration drive;
Participating in, or endorsing, events or activities that are likely to include advocacy for or
against political parties, political platforms, political candidates, proposed legislation, or
elected Officers;
Engaging in religious instruction; conducting worship services; providing instruction as part
of a program that includes mandatory religious instruction or worship; constructing or
operating facilities devoted to religious instruction or worship; maintain facilities primarily
or inherently devoted to religious instruction or worship; or engaging in any form of
religious proselytization;
Providing a direct benefit to:
i. A for-profit entity;
ii. A labor union;
iii. A partisan political organization;
iv. An organization engaged in the religious activities described in the subsection (h)
above, unless sub-award funds are not used to support the religious activities; or
v. A nonprofit entity that fails to comply with the restrictions contained in section 501
(c)(3) of U.S .C. Title 26;
Providing abortion services or referrals for receipt ofsuch services;
Funding international travel or projects where the primary beneficiaries of the program are
outside the United States;
Making grants to individuals or other organizations in a manner that does not comply with
the requirements of Section 4945(d)(3) or (a) of the IRC;
Undertaking any activities for other than a charitable, educational, or scientific purpose as
those terms are used within the meaning of Section 501(c)(3) of the IRC;
Undertaking any activities as prohibited by Section 501(c)(3) of the IRC in violation of any
law; and
Any such other activities as the Corporation may prohibit.
2-
For the avoidance ofdoubt, the Subgrantee, and any individual acting under the supervision or authority
of the Subgrantee, may exercise his or her rights as a private cifizen and may participate in the above
prohibited activities on his or her own initiative, on non-Corporation time, and using non-Corporation
funds.
3.
Agreement Period. This Agreement shall begin on October 1,2015 and end on September 30,
2016, unless such time is extended by written agreement of the Parties.
4.
Funding. The total budget for activities delivered under this Agreement is $500,000 ('IeIAi
Funding"). The amount to be paid by NFF for services shall not exceed S250,000 ("NFF Funding"),
and shall be released to the Subgrantee based upon progress toward the activities in the Work Plan
in Appendix I and in accordance with the Budget set forth in Appendix II, as well as by the
disbursement schedule and request for reimbursement in Appendix V entitled "Request for
Reimbursement Form." The total amount of NFF Funding shall be matched by the Subgrantee on at
least a one-to-one (1:1) basis. Payment is conditioned on the Subgrantee meeting the match
requirement of $250,000 (the "1:1 Match") and achieving project milestones as identified in
Appendix I. NFF reserves the right to withhold or delay reimbursements if NFF determines, in its
sole discretion, that any of the following have occurred: (i) Subgrantee has not made significant
progress toward milestone accomplishment; (ii) Subgrantee has not met milestones deadlines within
the Agreement period; or (iii) Subgrantee cannot demonstrate adherence to the 1:1 Match
requirement.
The Subgrantee shall undertake fundraising efforts that generate the receipt of the required 1 :l Match
funds before the end of the Agreement period in an amount equal to or greater than the NFF Funding.
Up to 50% of the l:l Match funds may be provided by in-kind contributions. All cash and in-kind
resources contributed as l: I Match funds must be from non-federal sources.
If 1:1 Match funds are not received and expended proportionately to NFF Funding paid by the end of
each quarterly Match reporting period, the Subgrantee shall not be eligible for continuation of funding
until such time as the 1:l Match requirement has been met or unless continuation of funding is agreed to
in writing by NFF. Federal funds received by the Subgrantee from other programs shall not be taken
into account for the 1:1 Match. The 1:l Match funds must qualify under the same cost principles and
restrictions as outlined in this Agreement and defined by applicable federal regulations.
5.
Availability of Funds. Payment for all services provided pursuant to this Agreement is contingent
upon the availability offunds from the Corporation. In the event such funds are not provided or not
available to NFF, NFF may immediately terminate this agreement due to unavailability of funds. In
this event, NFF shall inform the Subgrantee of such unavailability within five (5) business days, and
to the extent possible pay all outstanding amounts due. In the event that funds are reduced from the
Corporation, NFF may unilaterally revise the Subgrantee's work plan as described in Appendix I,
including the Subgrantee's Budget detailed in Appendix II, and reduce the Total Funding and 1: I
Match requirement accordingly. Any unspent funds by the end of the Agreement period may be
available, subject to NFF's consent to a no-cost extension and through a written request made by the
subgrantee. These requests
will
be considered on a case-by-case basis, and in accordance with that
certain Cooperative Agreement dated September 30, 2074 enTered into by and between NFF and the
Corporation (the "Cooperative Agreement").
6.
Unauthorized Work. The Subgrantee is not authorized by NFF to work in excess of the Total
Funding as stipulated in this Agreement. Any unauthorized work undertaken by the Subgrantee in
excess ofTotal Funding is at the Subgrantee's own cost and expense, and the Subgrantee shall not
be permitted to invoice for payment for any work performed above Total Funding even if NFF
receives additional SIF funding at a later time.
-3-
7.
Audit Requirements. Subgrantees that expend $500,000 or more in a year in federal awards shall
have a single or program-specific audit conducted for that year in accordance with the provisions of
OMB Circular A-133 and applicable federal regulations. Such audit report shall be provided to NFF
by the earlier date of either thirfy (30) days after receipt of the auditor's report(s) or nine (9) months
after the Subgrantee's fiscal year end. Subgrantees that expend less than S500,000 in federal funds
during a fiscal year agree to have a financial statement audit performed in accordance with auditing
standards generally accepted in the United States of America and provide NFF with a copy of such
audit report by the earlier date of either thirty (30) days after receipt of the auditor's report(s) or
nine (9) months after the Subgrantee's fiscal year end.
8.
Financial Management. The Subgrantee shall maintain financial management systems that
include standard accounting practices, sufficient intemal controls, a clear audit trail, and written cost
allocation procedures in accordance with applicable federal financial reporting requirements. The
Subgrantee's financial management systems shall be capable of distinguishing receipts and
expenditures attributable to the federal, non-federal, and 1:1 Match funds, whether cash or in-kind,
under the Agreement from expenditures not under the Agreement. The systems shall be able to
identify costs by programmatic year and by budget category and to differentiate between direct and
indirect costs or administrative costs. The Subgrantee shall maintain written policies and procedures
and shall apply costs consistently and uniformly to both federally-financed and other activities of
the Subgrantee.
Changes to cumulative and/or aggregate budget line items, as set forth in Appendix II, that amount to
ten percent (10%) or more of the total budget must be approved in writing in advance by NFF. The total
budget includes both NFF Funding and 1:1 Match funds. Subgrantees may transfer funds among
approved direct cost categories if the cumulative amount of such transfers does not exceed 10% of the
Budget as set forth
in Appendix II. At no time may the
Subgrantee's non-project administrative
expenses exceed twenty percent (20%) of the Total Funding.
The Subgrantee shall notify NFF of any change in the staffing of positions listed in the Budget in
Appendix II within five (5) business days of such change.
9.
Evaluation. The Subgrantee shall make itself available to Abt Associates, the evaluation firm
contracted by the Corporation to conduct a process evaluation of the SIF Pay-For-Success
competition. The Subgrantee understands that it may be asked to respond to questions from, or
provide information to, Abt Associates about its experience as a SIF Pay-For-Success subgrantee.
10. Reporting Requirements.
a.
Finøncíøl Reporting. The Subgrantee shall submit to NFF monthly financial reports (including
actual expenses) as well as quarterly 1 :1 Match reports. Exact parameters of the reports shall be
defined in writing by NFF, in accordance with the Corporation's guidelines, and are subject to
change throughout the course of the Agreement period. Financial reporting must be submitted
using the approved template in Appendix II.
The Subgrantee shall provide all required documentation accompanying the financial
reimbursement as outlined by NFF. Monthly reports must be submitted to NFF within fortyfive (45) days after the end of the last day of each month. Final reports must be submitted to
NFF within forty-five (45) days of the last day of the Agreement period, unless NFF agrees in
writing to extend such reporting deadlines.
The Subgrantee must submit for reimbursement each month of the Agreement period as
indicated in Appendix V. In the event that all required documentation is not received by NFF,
or if NFF determines that such documentation does not comply with federal laws, NFF reserves
the right to deny the reimbursement, in whole or in part. In the event that reimbursement is not
received, NFF reserves the right to withhold reimbursement for those activities accrued during
-4-
the missing reimbursement period. All required financial reports and disbursement requests
must be submitted via email to the following address: Sif compliance@nff.org.
b.
Programmøtic Reporting. The Subgrantee shall submit to NFF quarterly reports assessing
progress with respect to agreed-upon performance metrics, including but not limited to:
programmatic success, challenges, narrative descriptions, and progress to-date on activities (see
VI). All quarterly reporting is to be submitted to the Subgrantee's primary
relationship manager at NFF, as specified in the work plan (Appendix I).
Appendix
11. Examination of Records. The Subgrantee agrees that any duly authorized representative of NFF
shall, until the expiration of five (5) years after the final payment under this Agreement, or such
longer period as may be required due to an audit finding, have access to and the right to examine
any books, documents, papers and records of the Subgrantee involving transactions related to this
Agreement.
a.
Monitoring. NFF is responsible for monitoring the Subgrantee as required by the Corporation
and OMB Circular A-133, Compliance Supplement, Section M. NFF's monitoring will involve
Subgrantee reporting (programmatic and financial) to NFF, monthly contact between the
Parties, desk reviews and site visits. Consequently, NFF has the right to review and evaluate
Subgrantee records, activities, organizational procedures and financial control systems, to
conduct interviews and other assessment techniques as deemed necessary. The Subgrantee shall
be subject to various monitoring and evaluation requirements to assure compliance with
applicable federal requirements and that performance goals are being achieved. The
Subgrantee's performance may be reviewed monthly, or more often, by the appropriate
operational unit at NFF which has program management responsibility. All records required to
perform such monitoring shall be made available to the authorized NFF staff by the Subgrantee.
reports submitted by the Subgrantee shall be utilized as part of the monitoring of the
Subgrantee's performance hereunder.
All
b.
Site visits. NFF and the Corporation, through authorized representatives, have the right, upon
thirty (30) days notice to the Subgrantee, to make site visits to review program
accomplishments and to provide such technical assistance as may be required. If any site visit is
made on the premises of the Subgrantee, the Subgrantee shall provide all reasonable facilities
and assistance for the safety and convenience of NFF and the Corporation's representatives in
the performance of their duties. All site visits and evaluations shall be performed in such a
manner as will not unduly interfere with or delay the work performed under this Agreement.
12. Training and Technical Assistance. To the extent requested by NFF, the Subgrantee agrees to
participate and be actively engaged in technical assistance that may be offered to Subgrantee by
NFF. The Subgrantee agrees to participate in all training sessions made available by the Corporation
or NFF relating to this Agreement, and to include representatives of any of its partner organizations
as appropriate. The Subgrantee further agrees to have at least one (1) trained staff member who
understands all of the compliance requirements stipulated in this Agreement including all of the
terms and conditions (the "Key Compliance Individual" as identified in Appendix VIII, attached
hereto, entitled "Subgrantee Key Compliance Individual").
13. Confidentiality. It is expected that the services of this Agreement can be carried out without any of
the Parties disclosing confidential information of the other. However, should it become necessary to
disclose confidential information, the Parties shall notify each other in advance of the disclosure and
shall negotiate in good faith with respect to protecting such confìdential information.
14. Knowledge Sharing and Communications. In furtherance of the Corporation and NFF's goal of
accelerating the growth ofthe Pay-For-Success market, Subgrantee agrees to share any documents
-5-
related to the structure of any Pay-For-Success contract and financial deal that results from the
transaction structuring work undertaken with Total Funding provided under this Agreement. This
includes, but is not limited to, Memoranda of Understanding, Pay-For-Success contracts and other
contracts by and among Pay-For-Success project partners, term sheets, project financing
agreements, and any agreements with contracted service providers, intermediaries, project
managers, evaluators, and fiscal agents. Subgrantee agrees to participate in and contribute to all
NFF knowledge sharing activities conducted as part of its agreed upon scope of work with the
Corporation, including but not limited to Subgrantee cohort webinars and listservs, project profile
pages on NFF's Pay for Success Learning Hub, and periodic blog posts, white papers and reports.
NFF reserves the right to use and publicly disclose, at its sole discretion, any and all documents,
contracts, data, research, publications, and narrative descriptions submitted to NFF by Subgrantee on
NFF's website, annual report, media outreach and Pay for Success Learning Hub. In the event
Subgrantee identifies any documents, contracts, data, research, publications, and narrative descriptions
that contain confidential or proprietary information, NFF shall negotiate in good faith with Subgrantee
to modiff or redact any such documents, contracts, data, research, publications, or narrative descriptions
prior to public disclosure.
15. No Discrimination in Employment. In connection with the performance of services under this
Agreement, the Subgrantee agrees not to refuse to hire, discharge, promote or demote, or to
discriminate in matters of compensation against any person otherwise qualified, solely because of
race, color, religion, national origin, gender, age, military status, sexual orientation, marital status,
or physical or mental disability.
16. Subgrantee's fnsurance. Subgrantee agrees to secure, at or before the time of execution of this
Agreement, the following insurance covering all operations, goods or services provided pursuant to
this Agreement. Subgrantee shall keep the required insurance coverage in force at all times during
the term of the Agreement. The required insurance shall be underwritten by an insurer licensed or
authorized to do business in New York. Each policy shall contain a valid provision or endorsement
stating as follows:
Should any of the above-described policies be canceled or non-renewed beþre the expiration date
thereof, the issuing company shall send written notice to Nonpro/ìt Finance Fund, 70 ï(est 36'h St,
|I'h Floor, New York, NY 10018. Suchwritten notice shall be sent thirty Q0) days prior to such
cancellation or non-renewal unless due to non-payment of premiums þr which notice shall be sent
ten (10) days prior.
Additionally, Subgrantee shall provide written notice of cancellation, non-renewal and any
reduction in coverage or reduction in policy limit below the required per occuffence limit to the
address above by certified mail, return receipt requested. Ifany policy is in excess ofa deductible or
selÊinsured retention, NFF must be notified by the Subgrantee. Subgrantee shall be responsible for
the payment of any deductible or self-insured retention. The insurance coverages specified in this
Agreement are the minimum requirements, and these requirements do not lessen or limit the liability
of the Subgrantee. The Subgrantee shall maintain, at its own expense, any additional kinds or
amounts of insurance that it may deem necessary to cover its obligations and liabilities under this
Agreement.
Subgrantee may not commence services
or work relating to the Agreement prior to placement of
coverage. Subgrantee certifies that the certificate of insurance complies with all insurance requirements
of this Agreement. NFF requests that NFF's contract number be referenced on the Certifìcate. NFF's
acceptance of a certificate of insurance or other proof of insurance that does not comply with all
insurance requirements set forth in this Agreement shall not act as a waiver of Subgrantee's breach of
this Agreement or of any of NFF's rights or remedies under this Agreement.
-6-
Subgrantee shall maintain the following insurance policies that cover any acts or omissions of the
Subgrantee, its officials, employees, volunteers, subcontractors or agents in the provisions of services
provided pursuant to this Agreement: commercial general liability insurance in an amount of not less
than $1,000,000 per occurrence for bodily injury and property damage combined. Subgrantee and
Subgrantee's insurer shall name NFF, its officials, employees, volunteers, subcontractors and agents as
additional insured on the certificate of insurance, which certificate shall be submitted to NFF within
thirty (30) days the execution of this Agreement.
For all coverage, Subgrantee's insurer shall waive subrogation rights against NFF. For claims-made
coverage, the retroactive date must be on or before the contract date or the first date when any goods or
services were provided to NFF, whichever is earlier.
17. Defense and Indemnifications. The Subgrantee hereby agrees to indemniff, protect, defend and
hold harmless NFF, its directors, trustees, officers, employees, volunteers and agents against all
losses, demands, damages, claims, liabilities, suits, costs, and expenses, including, without
limitation, court costs and attorneys fees, arising out of, resulting from, or relating to NFF's
obligations under this Agreement that relate to the Agreement period ("Çl¿im" or "Claims"), unless
and until such Claims have been specifically determined by the trier of fact to be due to the sole
negligence or willful misconduct of NFF. NFF hereby agrees to indemnify, protect, defend and hold
harmless the Subgrantee, its directors, trustees, officers, employees, volunteers and agents against
all Claims, unless and until such Claims have been specifically determined by the trier of fact to be
due to the sole negligence or willful misconduct of the Subgrantee.
Each Party's duty to defend and indemnify the other Parly shall arise at the time written notice of the
Claim is first provided to either Party regardless of whether claimant has filed suit on the Claim. Each
Party's duty to defend and indemnify the other shall arise even if the other Party is the only party sued
by claimant and/or claimant alleges that the other Parfy's negligence or willful misconduct was the sole
cause of claimant's damages.
Any payments made on either's Party's behalf for expenses incurred in defending or investigating any
such Claims including, but not limited to, court costs and attorneys fees, shall be in addition to any other
legal remedies available to either Party and shall not be considered either Party's exclusive remedy.
Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability
of the Parties under the terms of this indemnification obligation.
18. Liability for Negligence. Subgrantee shall be responsible for damages to the extent caused by the
negligence of its officers, agents and employees arising from the performance of this Agreement.
NFF shall be responsible for all damages to the extent caused by the negligence of its officers,
agents and employees arising from the performance of this Agreement.
19. Independent Contractor. Nothing in this Agreement shall be construed to constitute NFF and the
Subgrantee as being in ajoint venture or legal partnership. It is understood and agreed that the status
of the Subgrantee shall be that of an independent contractor and of a person retained on a
contractual basis to perform professional or technical services for limited periods of time and it is
not intended, nor shall it be construed, that the Subgrantee or its employees are employees or
officers of NFF.
20. Assignment and Subcontracting; Subgrants Prohibited. Subgrantee may not assign, sell, transfer
or otherwise dispose of its rights or obligations under this Agreement, nor may Subgrantee delegate
its duties under this Agreement, in each case, without the prior written consent of the NFF. Any
such unauthorized assignment or delegation shall be void and unenforceable. The warranties,
assurances, and certifications provided by Subgrantee under this Agreement shall continue in full
force and effect in the event that any assignee succeeds to Subgrantee's interest hereunder. NFF
-7-
shall not be obligated or liable under this Agreement to any parfy other than the Subgrantee named
herein. However, NFF understands that the Subgrantee may contract with other parties to execute
predefined elements of the Pay-For-Success transaction structuring process, as outlined in
Appendices I and II. Subgrantee assumes responsibility for the work and performance of this
Agreement, and for monitoring compliance with federal grant requirements by all partners and
contractors receiving federal funds for services provided as part ofthe Pay-For-Success transaction
structuring process. In no event may Subgrantee use any funding provided for or required by this
Agreement to make a subgrant to a third party.
21. Conflict of Interest. The Parties agree that no employee of NFF shall have any personal or
beneficial interest whatsoever in the services or property described herein and the Subgrantee
further agrees not to hire or contract for services as required under this Agreement any employee or
officer of NFF during the term of this Agreement. Nothing in this Agreement prevents NFF from
investing in the underlying transaction pursuant to which this Agreement relates. In the event that
NFF invests in the underlying transaction, it agrees that it (i) may not select the Transaction
Coordinator for the transaction. NFF agrees that in this situation, the city or state government shall
be responsible for selecting the Transaction Coordinator that NFF will fund; and (ii) may not have
and has not funded or conducted the feasibility study design for the putative transaction.
22. Tax Status. The Subgrantee has furnished NFF with (i) a copy of its letter from the Internal
Revenue Service recognizing that the Subgrantee is exempt from federal income tax under Section
501(c)(3) of the IRC and that it is not a private foundation as defined in IRC Section 509(a), or (ii)
evidence that it is an appropriate government entity as described in Section 170(c)(l) of the IRC.
The Subgrantee must provide NFF written notice within ten (10) business days of any change or
potential change in the Subgrantee's tax exempt or non-private foundation status.
23. Modifïcation/Termination.
In the event that the Corporation terminates its award to NFF pursuant to the Cooperative Agreement, this
Agreement shall be immediately terminated. In the event of such immediate termination, NFF shall pay for
costs incurred and non-cancelable commitments through the date of termination, contingent upon NFF
having received said funds from the Corporation. Upon termination, Subgrantee shall make all reasonable
efforts to mitigate costs. Subgrantee shall fumish to NFF all necessary reports of research completed or in
progress through the date of termination.
This Agreement shall automatically terminate upon the filing of any petition or the commencement of any
proceeding by or against the Subgrantee for relief under bankruptcy or insolvency laws or any laws relating
to the relief of debtors, readjustment of debts, reorganization, dissolution or liquidation. Subgrantee shall
notify NFF within ten (10) business days in the evcnt of any of thc abovc.
If the Subgrantee does not adhere to the compliance requirements as stipulated in this Agreement, including
the Corporation's terms and conditions, such as non-compliance on audits, NFF reserves the right to
suspend or terminate this Agreement and withhold payments to the Subgrantee until the Subgrantee
remedies such non-compliance to the satisfaction of NFF. Such suspension or termination for noncompliance with the terms and conditions shall be immediate, per written notification from NFF. If
Subgrantee does not comply with the stated work plan as outlined in Appendix I, NFF reserves the right to
suspend or terminate this Agreement and withhold payments to Subgrantee until the Subgrantee remedies
such non-compliance to the satisfaction of NFF. Such a suspension or termination shall include the
withholding of reimbursement payments to Subgrantee.
In the event that NFF determines, in its sole discretion, that Subgrantee has breached or failed to carry out
any material provision of this Agreement, NFF may, in addition to other legal remedies, exercise its
revocation rights. These include the right to terminate this Agreement, the right to refuse to make any
further payments to Subgrantee, and the right to demand in writing the retum of all or part of the disallowed
-8-
NFF Funding, which the Subgrantee shall repay to NFF within ten (10) business days of receipt of written
demand by NFF.
The Subgrantee shall follow the rules for terminated costs from OMB Circular A-122, Attachment B, No. 48
"Termination Costs Applicable to Sponsored Agreements" (2 CFR Parl230).
24. Publicity. Neither Party shall identify the other Party in any products, publicity, promotion,
promotional advertising, or other promotional materials to be disseminated to the public, or use any
trademark, service mark, trade name, logo, or symbol that is representative of the other Parly or its
entities, whether registered or not, or use the name, title, likeness, or statement of any employee, or
consultant, without the other Parf¡z's prior written consent. If Subgrantee is to use NFF's logo in
any print or electronic materials, the Subgrantee shall contact NFF to obtain its written consent, and
to secure the appropriate logo file and to receive usage guidelines with which the Subgrantee shall
comply. Any use of the other Party's name shall be limited to statements of fact and shall not imply
endorsement by that Parfy to the other Party's products or services. Without further notice, NFF
may include information regarding the Agreement, the amount and purpose of the Agreement,
Subgrantee's name, any photographs, logo or trademark of the Subgrantee, and other
published/printed information or materials provided by the Subgrantee to NFF and Subgrantee's
activities, in NFF's periodic public reports, newsletters, news releases or any other NFF publication
or announcement produced or published by any means.
The "SIF" is a registered service mark of the Corporation, which will provide a camera-ready logo. The
websites of the Parties shall clearly state that they are a SIF grantee/subgrantee and shall prominently
display the SIF logo. The Parties shall use the SIF name and logo on all public facing materials, signs,
banners, press releases, social media, and publications related to their SIF program in accordance with the
Corporation's requirements.
To publicize the relationship between the program and the SIF, the Parties shall use one of the following
phrases when describing their program: either (i) "a Social Innovation Fund (SIF) program;" or (ii) "a
proud grantee/sub-recipient/subgrantee of the Social Innovation Fund (SIF) program."
The Parties are prohibited from altering the SIF logo, and must obtain written permission from the
Corporation before using the SIF name or logo on materials that will be sold, or before permitting donors to
use the SIF name or logo in promotional materials. The Subgrantee may not use or display the SIF name or
logo in connection with any prohibited activity as set forth in this Agreement.
25. Acknowledgment of Support. Publications created or developed and funded under the Agreement
must be consistent with the purposes of the Agreement. The Corporation's logo may be included on
such documents. The Subgrantee is responsible for assuring that the following acknowledgment and
disclaimer appears in any extemal report or publication of material based upon work supported by
this Agreement:
"This mqterial is based upon work supported by Nonprofit Finance Fund and the
Corporation for National and Community Service ("the Corporation") under Social
Innovqtion Fund Agreement No. l4PSHI{Y001. Opinions or points of view expressed in this
document are those of the authors and do not necessqrily reflect the fficial position of or a
position that is endorsed by, the Corporation, NFF or the Social Innovation Fund
Program."
26. Cooperation. Subgrantee shall cooperate with NFF in the mutual effort to disseminate information
concerning the Agreement, the program, and its results, including, but not limited to, providing the
assistance NFF reasonably requests in complying with any dissemination plan NFF may adopt
conceming the Agreement.
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27. Electronic Signatures and Electronic Records. The Subgrantee consents to the use of electronic
signatures by the Parties. The Agreement, and any other documents requiring a signature hereunder,
may be signed electronically by NFF in the manner specifìed by NFF. The Parties agree not to deny
the legal effect or enforceability of the Agreement solely because it is in electronic form or because
an electronic record was used in its formation. The Parties agree not to object to the admissibility of
the Agreement in the form of an electronic record, or a paper copy of an electronic document, or a
paper copy of a document bearing an electronic signature, on the ground that it is an electronic
record or electronic signature or that it is not in its original form or is not an original.
28. Governing Law and Regulations. This Agreement, and any dispute, controversy or claim arising
out of, relating to or in connection with the interpretation, performance, breach, or alleged breach of
this Agreement, whether in contract, tort or otherwise (each, a o'Dispute"), shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving effect to any
conflicts of laws or other principles thereof that would result in the application of the laws of any
other jurisdiction. For the avoidance of doubt, the Parties confirm that the laws and regulations in
this Agreement are in compliance with federal law and, to the extent not inconsistent therewith, the
laws of the State of New York. The Parties agree to comply with all applicable local, state and
federal laws and regulations regarding the work conducted under this Agreement, including criminal
background checks. Subgrantee further agrees to comply with all applicable regulations included in
Appendix III herein. All Subgrantee contractors (including independent contractors, suppliers or
other entities providing goods or services required by this Agreement) shall be subject to all of the
requirements herein.
29. Dispute Resolution. The following procedures shall govern the resolution of any Dispute between
or among the Parties.
a.
Negolíation The Parties shall, within thirty (30) days, attempt to resolve any Dispute by
negotiation in the normal course of business. If, after good-faith efforts, the Dispute is not
resolved, the Parties shall seek to resolve the Dispute via Executive Consultation pursuant
to subparagraph (b) below.
b.
Execulíve Consultøtion For Disputes submitted to Executive Consultation, each Party
shall designate a senior company official with authority and responsibility for attempting to
resolve the matter. For NFF, such designee shall be a Managing Director or a person at a
higher level of authority. For Subgrantee, such designee shall be a Chief Operating Ofhcer
or a person at a higher level of authority. The Party initiating the claim shall provide, within
thirfy (30) days after completion of the Negotiation pursuant to subparagraph (a) above, in
addition to documents supporting the claim, a brief summary of the claim, its perception of
the positions of the Parties, and any perceived barriers to settlement of the Dispute. The
summary shall be submitted directly to the designated Party Executive. Within thirty (30)
calendar days after delivery of the claim summary, the Party Executives shall meet in
person and attempt to resolve the Dispute. If the Dispute is not resolved within forty-five
(45) days from submission of the claim summary, or such other amount of time as agreed
between the Parties in writing, the claiming Party may proceed under subparagraph (c)
below.
c.
Arbitratíon, Any Dispute between the Parties arising out of or relating to this Agreement, or
the breach thereot that has not been resolved by Executive Consultation, shall be settled by
the expedited procedures in arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules, including the Optional
Rules for Emergency Measures of Protection. The Dispute shall be finally settled by one (l)
neutral third-party Arbitrator appointed by the American Arbitration Association. The
arbitrator shall not be empowered to award damages in excess of compensatory damages,
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and each Party expressly waives and foregoes any right to punitive, exemplary, or similar
damages. Each Parly will bear the cost of its own attorney fees. The Arbitration shall be
conducted in New York, New York unless otherwise agreed in writing between the Parties,
and the language of the arbitration shall be English.
30. Counterparts. This Agreement may be executed in any number of counterparts and by the Parties
hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same Agreement. Receipt by telecopy of
any executed signature page to this Agreement shall constitute effective delivery of such signature
page. This Agreement to the extent signed and delivered by means of a facsimile machine or other
electronic transmission (including "pdf'), shall be treated in all manner and respects and for all
purposes as an original agreement or amendment and shall be considered to have the same binding
legal effect as if it were the original signed version thereof delivered in person. Neither Party hereto
shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or
the fact that any signature or agreement or amendment was transmitted or communicated through
the use of a facsimile machine or other electronic transmission as a defense to the formation or
enforceability ofa contract and the Parties forever waives any such defense.
31. Severability.
If
any provision of this Agreement becomes or is declared illegal, invalid, or
unenforceable, the provisions shall be divisible from this Agreement and deemed to be deleted from
the Agreement. If the deletion substantially alters the basis of the Agreement, the Parties shall
negotiate in good faith to amend the provisions of the Agreement to give effect to the original intent
of the Parties.
32. Amendments or Changes. Amendments or changes to this Agreement must be in writing and
signed by each Parfy's authorized representative.
33. Representations & Certifications. Subgrantee agrees to exercise its reasonable efforts to ensure
that compliance, assurances and certifications required by the Corporation and any applicable
federal laws and regulations are met. Such compliance, assurances and certifications required of the
Subgrantee shall include all of the items listed and prescribed under Appendix III and Appendix IV.
By signing this Agreement, the Subgrantee agrees to maintain current the aforementioned
representations and certifications for the duration of the conduct of this program.
34. Authority. The undersigned certifies that he or she is a duly authorized officer of the Subgrantee
and, as such, is authorized to execute this Agreement on behalf of the Subgrantee, to obligate the
Subgrantee to observe all of the terms and conditions contained in this Agreement, and in
connection with this Agreement to make, execute, and deliver on behalf of the Subgrantee all
contract agreements, representations, receipts, reports, and other instruments of every kind.
35. Notices. All notices required by the terms of the Agreement must be hand delivered, sent by
overnight courier service, mailed by certified mail, retum receipt requested, or mailed via United
States mail, postage prepaid, if to Subgrantee at:
County of Santa Clara
ATTN: Gary Graves
70 W. Hedding Street, East Wing, l lth Floor
San Jose, CA 951 10
And if to NFF at:
Nonprofit Finance Fund
Attn: Grisaldy Lantigua, Senior Associate for Grants and Compliance
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70 West 36ú Street, 1lú Floor
New York, NY 10018
Notices hand delivered or sent by overnight courier are effective upon delivery. Notices sent by certified
mail are effective upon receipt. Notices sent by mail are effective upon deposit with the U.S. Postal
Service. The Parties may designate substitute addresses where or persons to whom notices are to be
mailed or delivered. However, these substitutions will not become effective until actual receipt of
written notification.
36. Appendices. The Agreement has Appendices I - IX
Appendix I
Appendix II
Workbook)
Appendix III
Appendix IV
Appendix V
Appendix VI
Appendix VII
Appendix VIII
Work Plan and Milestones (included in Reporting V/orkbook)
Final Budget and Budget Reporting Template (included in Reporting
for S ubgrantees
Subgrantee Certifi cate of Assurances
Request for Reimbursement Form (included in Reporting V/orkbook)
Quarterly Program Report Template
SIF Subgrant Timeline and Deadlines (included in Reporting Workbook)
Subgrantee Key Compliance Individual
Req uirements and Certifi cations
37. Background Checks. The Subgrantee shall perform a background check on all individuals in a
covered position regardless of hire start. An individual in a covered position is defined as an
individual paid wholly from federal share, wholly from matching dollars, or from a mixture of
federal and non-federal funds. The sources offunds have no impact on the status ofthe position as
covered or not covered. The specific requirements of the National Service Criminal History Check,
including the timing and recordkeeping requirements, are specified at 45 CFR S8 2540.200 - .207.
The Subgrantee must retain a record of the National Sex Offender Public Website (NSOPVi) search
and associated results either by printing the screen(s) or by some other method that retains paper or
digital images of the NSOPW checks that shows the date the search was performed. Inability to
demonstrate that you conducted an NSOPW or the required criminal history check, as specified in
the regulations, may result in sanctions, including disallowance of costs. Background checks shall
comply with New York Employment Verification Law, or other such applicable state employment
verification law, and National Service Criminal History Checks as outlined by the Corporation.
Subgrantees must also ensure accompaniment and documentation of accompaniment of anyone with
a pending check when in contact with vulnerable populations. As of December 2013, the
Corporation requires background checks on any subcontractor who performs primary
responsibilities of the SIF grant in accordance with the Corporation's guidelines for National
Service Criminal History Checks.
38. Time and Attendance Records. The Subgrantee shall maintain time and attendance records
according to OMB requirements for nonprofit organizations, $ 2 CFR 230 (formerly A-122), all
salaries and wages charged to this agreement must be supported by signed time
records.
& attendance
39. System for Award Management (SAM) and Universal Identifier Requirements. The
Subgrantee must be registered on SAM. Unless the Subgrantee is exempted from this requirement
under 2 CFR 25.110, the Subgrantee must maintain, at least annually, the currency of information in
the CCR until the final financial report that is required under this award is submitted or there is
receipt of final payment, whichever is later. This requires that the Subgrantee review and update the
-L2-
information at least annually after the initial registration, and more frequently if required by changes
in Subgrantee's information or another award term. Central Contractor Registration (CCR) means
the Federal repository into which an entity must provide information required for the conduct of
business as a recipient. Additional information about registration procedures may be found at the
SAM Internet site (currently at https ://www. sam. gov/portal/publ iclSAM/).
The Subgrantee must have a Data Universal Numbering System (DLJNS) Number. The Subgrantee shall
not receive any award until the DLINS number is provided to NFF. DUNS means the nine-digit number
established and assigned by Dun and Bradstreet, Inc. (D&B) to uniquely identiff business entities. A
DLrNS number may be obtained from D&B by telephone (cunently 866-705-5711) or the Intemet
(cunently at http ://fed gov. dnb. com/webform).
40. Entire Agreement.
This Agreement represents the entire agreement and understandings between
the Parties with respect to its subject matter. It supersedes all prior or contemporaneous discussions,
representations, or agreements, whether written or oral, of the Parties regarding this subject matter.
fSignature Page Fo llowsl
-1_3-
IN WITNESS ïVHEREOF, and intending to be legally bound hereby, the Parties hereto have caused this
Agreement to be duly cxeouted and delivered as of the date and year first above written.
e/zo/,a
Þale
the
of Santa
rÆ
Representative of the
Name
County of Santa
9/28/ts
of
Bugg-Levine
Date
CEO
Nonprofit Fin¿nce Fund
Antony Bugg-Levine
Print Name of Antony Bugg-Levine
cEo
Nonprofif f'inance Fund
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Appendix
I
Work Plan and Milestones (included in Reportine \ryorkbookl
As a partner in the Nonprofit Finance Fund Pay for Success Transaction Structuring Social Innovation Fund
Initiative, County of Santa Clara as the "Subgrantee" will finalize the work plan for inclusion in this
contract by May 22,2015.
The Parties hereby agree that the work plan, upon final approval by the Nonprofit Finance Fund, will
replace this Appendix I and that the benchmarks contained therein shall become the benchmarks by which
the Subgrantee will be evaluated. Any deviations to these deliverables should be clearly and promptly
communicated to the Nonprofit Finance Fund.
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Appendix
II
Final Budset and Budeet Reportine Template (included in Reportine Workbookl
-16-
Appendix
III
REOUIREMENTS AND CERTIFICATIONS OF SUBGRANTEE
Requirements
Federal laws and regulations to which the Subgrantee agrees to comply with include, but are not
limited, to the following:
2 CFR Part23U-Cost
Principlesþr Non-Profit Organizotzons (OMB Circular A-122)
2 CFR Part 775-Trafficking Victims Protection Act of 2000, as amended (22 U.S.C.
7104)
2 CFR Parts 180 and 22O0-Nonprocurement Debarment and Suspension
2 CFR Part2lí and 45 CFR Part 2543-Uniþrm Administrative Requirements þr Grants
and Agreements with Institutions of Higher Education, Hospitals, and Other Non- Profit
Organizations (OMB Circular A-1 I 0)
45 CFR Part2545-Government wide Requirements for Drug-Free Workplace
45 CFR Part 2555-Nondiscrimination On The Basis Of Sex in Education Programs Or
Activities Receiving Federal Financial Assistance
The Single Audit Act (31 U.S.C. Chapter 75) and OMB Circular A-133, Audits of States,
Local Governments, and Non-Profit Organízations
Hatch Act (5 U.S.C. 150l-1508 and 7324-7328) which limit the political activities of
employees whose principal employment activities are funded in whole or in part with
Federal funds
45 CFR 2541 to 2543, Other Statues, Regulations and Authorities
Part2}}-Uniform Administrative
Requirements, Cost Principles, and Audit Requirements
for Federal Awards
Certifications
Debarment, Suspension, and Other Responsibility Matters
This certiflrcation is required by the government-wide regulations implementing Executive Order
12549, Debarment and Suspension,2 CFR Part 180, Section 180.335, í4that inþrmation must I
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a covered transaction wíth
certifies that neither the Subgrantee nor its principals:
provide beþre entering into
a Federal agency? The Subgrantee
a
Is presently excluded or disqualified;
a
Has been convicted within the preceding three years of any of the offenses listed in $
180.800(a) or had a civil judgment rendered against it for one of those offenses within that
time period;
a
Is presently indicted for or otherwise criminally or civically charged by a governmental
entity (Federal, State, or local) with commission or any of the offenses listed in $
180.800(a); or
o
Has had one or more public transactions (Federal, State, or local) terminated within the
preceding three years for cause ofdefault.
The Subgrantee shall notify NFF in writing within l0 business days if at any time it leams that it
failed to disclose that it or any of its principals were excluded at the time the Parties executed this
Agreement, or if due to changed circumstances the Subgrantee or any of its principals have
subsequently been excluded by a federal Subgrantee.
Drug Free Workplace
This certification is required by the Corporation's regulations implementing sections 5150-5160 of
of 1988 (P.L. 100-690), 45 CFR Part 2545, Subpart B. The
regulations require certification by grantees, prior to award, that they will make a good faith effort,
on a continuing basis, to maintain a drug-free workplace. The certification set out below is a
material representation of fact upon which reliance will be placed when NFF determines to award
the grant. False certification or violation of the certification may be grounds for suspension of
payments, suspension of termination of grants, or govemment-wide suspension or debarment (see 2
CFR Part 180, Subparts G and H).
the Drug-Free Workplace Act
The Subgrantee certifies that it
A.
will provide a drug-free workplace by:
Publishing a drug-free workplace statement that:
a. Notifies employees that the unlawful manufacture, distribution, dispensing, possession,
or use of a controlled substance is prohibited in the grantee's workplace;
b. Specifies the actions that the grantee will take against employees for violating that
prohibition; and
c. Informs employees that, as a condition of employment under any award, each employee
will abide by the terms of the statement and notify the grantee in writing if the
employee is convicted for a violation of a criminal drug statute occuning in the
workplace within five days of the conviction;
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B.
C.
Requiring that a copy of the statement described in paragraph (A) be given
employee who will be engaged in the perforrnance of any Federal award;
to each
Establishing a drug-free awareness program to inform employees about:
a. The dangers of drug abuse in the workplace;
b. The grantee's policy of maintaining a drug-free workplace;
c. Any available drug counseling, rehabilitation, and employee assistance programs; and
d. The penalties that the grantee may impose upon them for drug abuse violations
occurring in the workplace;
D.
Providing us, as well as any other Federal agency on whose award the convicted employee
was working, with written notification within l0 calendar days of learning that an employee
has been convicted of a drug violation in the workplace;
E.
Taking one of the following actions within 30 calendar days of learning that an employee
has been convicted of a drug violation in the workplace:
a. Taking appropriate personnel action against the employee, up to and including
termination; or
b. Requiring that the employee participate satisfactorily in a drug abuse assistance of
rehabilitation program approved for these purposes by a Federal, State, or local health,
law enforcement, or other appropriate agency;
F. Making a
good faith effort to continue to maintain
implementation of paragraphs (A) through (E).
a drug-free workplace
through
Lobbying Activities
As required by Section 1352,Title
a
3l of the U.S. Code, the Subgrantee certifies that:
No federal appropriated funds have been paid or will be paid, by or on behalf of the
Subgrantee, to any person for influencing or attempting to influence an officer or
employee of any agency, a member of Congress, an officer of Congress in connection
with the awarding of any federal contract, the making of any federal loan, the entering
into of any cooperative agreement, or modification of any federal contract, grant, loan,
or cooperative agreement;
a
If any funds other than federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency,
a member of Congress, an offrcer or employee of Congress, or an employee of
a
member of Congress in connection with this federal contract, grant, loan, or cooperative
agreement, the Subgrantee will submit Standard Form-LL, "Disclosure Form to Report
Lobbying," in accordance with its instructions;
a
The Subgrantee will require that the language of this certification be included in the
award documents for all subcontracts and that all subcontractors will certify and
disclose accordingly.
19-
.
.
Grant funds are not earmarked to be used in any disallowed attempt to influence
legislation within the meaning of IRC Section 4945(e), or to engage in any other
activity which, if conducted directly by NFF, would result in the imposition of any tax
on NFF under IRC Chapter 42. If the program involves public policy issues, NFF is
relying upon Subgrantee's representations, made in Subgrantee's grant request and
proposed budget, that the amount of this Agreement does not exceed the amount
budgeted by Subgrantee for activities of the program that are not disallowed attempts to
influence legislation within the meaning of IRC Section 4945(e).
Subgrantee shall not use any portion of the grant funds to influence the outcome of any
specific election for candidates to public offlrce, to carry on any voter registration drive
except as provided in IRC Section 4945(Ð, to induce or encourage violations of law or
take any other action inconsistent with IRC Section 501(c)(3).
Nondiscrimination
The Subgrantee commits that it will comply with all federal statutes relating to nondiscrimination.
These include but are not limited to: Title VI of the Civil Rights Act of 1964 (P.L S8-352) which
prohibits discrimination on the basis of race, color, or national origin; (b) Title IX of the Education
Amendments of 1972, as amended (20 U.S.C. 1681-1683, and 1685-1686), which prohibits
discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended
(29 U.S.C. 794), which prohibits discrimination on the basis of disability (d) The Age
Discrimination Act of 1975, as amended (42 U.S.C. 6l0l-6107), which prohibits discrimination on
the basis of age; (e) The Drug Abuse Office and Treatment Act of 1972 (P.L.92-255), as amended,
relating to nondiscrimination on the basis of drug abuse; (f) The Comprehensive Alcohol Abuse
and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 9l -616), as amended,
relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g) sections 523 and 527
of the Public Health Service Act of l9l2 (42 U.S.C. 290dd-3 and 290ee-3), as amended, relating to
confrdentiality of alcohol and drug abuse patient records; (h) Title VIII of the Civil Rights Act of
1968 (42 U.S.C. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental, or
financing of housing; (i) any other nondiscrimination provisions in the National and Community
Service Act of 1990, as amended; and O the requirements of any other nondiscrimination statute(s)
which may apply to this application.
Whistleblower
a
This grant and employees working on this grant will be subject to the whistleblower rights
and remedies in the pilot program on Contractor employee whistleblower protections
established at4l U.5.C.4712 by section 828 of the National Defense Authorization Act for
Fiscal Year 2013 (Pub.L. ll2-23Ð.
a
Under this pilot program, an employee of a grantee may not be discharged, demoted, or
otherwise discriminated against as a reprisal for disclosing information that the employee
reasonably believes is evidence of gross mismanagement of a Federal contract or grant, a
gross waste of Federal funds, an abuse of authority (an arbitrary and capricious exercise of
authority that is inconsistent with the mission of CNCS or the successful performance of a
contract or grant of CNCS) relating to a Federal contract or grant, a substantial and specific
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danger to public health or safety, or a violation of law, ruleo or regulation related to a
Federal contract (including the competition for or negotiation of a contract) or grant.
a
The subgrantee shall inform its employees in writing, in the predominant language of the
workforce or organization, of employee whistleblower rights and protections under 41
U.5.C.4712, as described above and at http://www.cncsois.gov/contractor-whistleblowerprotection-0#node-l 00 1.
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Appendix IV
r,
WHEREAS, as of October
ntee') entered into a Social
Innovation Fund Pay for Success Transaction Structuring Competition Sub-Award Agreement (the "Agreement') whereby the
Subgrantee will receive funds from the Corporation for National and Community Service's (the "Corporation') Social Innovation Fund
("SIF") to undertake transaction structuring work for a proposed Pay for Success project in Santa Clara County (the "Geography") in
accordance with the Worþlan and Budget set forth in Appendices I and II attached thereto;
NOW, THEREFORE, Subgrantee hereby certifies and assures, to the best of Subgrantee's knowledge and belief, that Subgrantee:
Has the legal authority to apply for federal assistance, and the institutional, managerial, and financial capability (including
funds sufñcient to pay the non-federal share ofproject costs) to ensure proper planning, management, and completion of
the project described in this application;
Will give the awarding agency, the Comptroller General of the United States, and if appropriate, the state, through any
authorized representative, access to and the right to examine all records, books, papers, or documents related to the award;
and will establish a proper accounting system in accordance with generally accepted accounting standards or agency
directives;
Will establish
safeguards to prohibit employees from using their position for a purpose that constitutes or presents the
appearance ofpersonal or organizational conflict of interest, or personal gain;
Will initiate and complete the work within the applicable time frame after receipt of approval of the awarding
agency;
Will comply with the Intergovemmental Personnel Act of 1970 (42 U.S.C. 4728-4763) relating to prescribed standards for
merit systems for programs funded under one of the nineteen statutes or regulations specified in Appendix A of OPM's
Standards for a Merit System of Personnel Administration (5 CFR 900, Subpart F);
Will comply with all federal statutes relating to nondiscrimination. These include but are not limited to: Title VI of the Civil
Rights Act of I 964 (P .L.88-352) which prohibits discrimination on the basis of race, colo¡ or national origin; (b) Title IX
of the Education Amendments of 1972, as amended (20 U.S.C. l68l-1683, and 1685-1686). which prohibits discrimination
on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), which prohibits
discrimination on the basis of disability (d) The Age Discrimination Act of 1975, as amended (42 U.S.C. 6l0l-6107), which
prohibits discrimination on the basis of age; (e) The Drug Abuse Office and Treatment Act of 1972 (P .L. 92-255), as
amended, relating to nondiscrimination on the basis of drug abuse; (f) The Comprehensive Alcohol Abuse and Alcoholism
Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 9 I -ó I 6), as amended, relating to nondiscrimination on the basis
of alcohol abuse or alcoholism; (g) sections 523 and 527 of the Public Health Service Act of I 912 (42 U.S.C. 290dd-3 and
290ee-3), as amended, relating to confidentiality ofalcohol and drug abuse patient records; (h) Title VIII ofthe Civil Rights
Act of 1968 (42 U.S.C. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing;
(i) any other nondiscrimination provisions in the National and Community Service Act of 1990, as amended; and O the
requirements of any other nondiscrimination statute(s) which may apply to the application;
the requirements of Titles II and III of the Uniform Relocation Assistance and
Real Property Acquisition Policies Act of 1970 (P.L. 9l -646) which provide for fair and equitable treatment of persons
displaced or whose property is acquired as a result offederal or federally assisted programs. These requirements apply to
all interests in real property acquired for project purposes regardless offederal participation in purchases;
Will comply, or has already complied, with
Will comply with the provisions of the Hatch Act (5 U.S.C. l50l -1508 and7324-7328) which limit the political
activities of employees whose principal employment activities are funded in whole or in part with Federal funds.
Will comply, as applicable, with the provisions of the Davis-Bacon Act (40 U.S.C 276aand276a-77), the Copeland Act
(40 U.S.C 276c and l8 U.S.C. 874), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333),
regarding labor standards for Federally assisted construction sub-agreements;
Will comply, if applicable, with flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection
Act of I 973 (P .L. 93-234) which requires the recipients in a special flood haz ard area to participate in the program and to
purchase flood insurance ifthe total cost ofinsurable construction and acquisition is $10,000 or more;
Will comply with environmental standards which may be prescribed pursuant to the following: (a) institution of
environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 9l -190) and
Executive Order (EO) I 15la; 0) notification of violating facilities pursuant to EO I1738; (c) protection of wetlands
pursuant to EO I 1990; (d) evaluation offlood hazards in floodplains in accordance with EO I 1988; (e) assurance of
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project consistency with the approved state management program developed under the Coasfal Zone Management Act of
1972 {16 U.S.C l45l et seq.); (f) conturmity of fedoral actions to State (Clean Air) Implomentation Plans under Section
176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. 7401 et seq.); (g) protection of underground sources of
drinking water under the Safe Drinking Wal,er Act of 1974, as amended P.1,. 93-523); and (h) protection of endangered
species under the Endangered Species Act of I 973, as amended (P.L. 93¿05);
lVill comply with ûe Wild and Scenic Rive¡s Act of 1968 (16 U.S.C 1271 et seq.) related to protectiag components or
pofential coûponents ofthê natíonal w.ild and scenic rivers systeml
Will
assist the awarding agency in assuring compliance with Section 106 of the National Hisforic Preservation r\ct of 1966, as
smended (16 U.S.C. 470), EO I 1593 (identifìcation and protection ofhisûoric properties), and the Archaeological and Historic
Preservation Act of 1974 (lóU.S.C. 469a-l et seq.);
Will comply with P.L. 93-348 regarding the protection of human subjocts involved in research, development, and
rel¿ted activities supported by this award ofa$sistaüce;
Will comply with the Laboratory Animal Welfare Act of 1966 (P.L. 89-544, as amended, 7 U.S.C. 2131 et seq.) pe*aining
to the care, handling, and treatment ofwa¡m blooded animals held for research, teaching, or other activities supported by
thls award of assistance;
V/ill comply with the Lead-Based Paint Poisoning Prewntion Act (42 U.S.C. $$ 4801 et seq.) which prohibits the use of
lcad based paint in construction or rehabilitation ofresidence $t¡uctures;
lVill cause to be perfonned the required financial and compliance audits in accordance with the Single Audit Act
amended, and OMB Circular A-133, Audits of Sfatesn Local Governments, and Non-Profrt Organizations;
of 1984,
Will comply with all applicabte requirements of all othq llderal laws, executive ordcrs, regulafions, application
guidelines, and policies governing this progr&m, including but not limited to the prohibited program activities set forth in
Section 2 oflhe Agreernent and the requirements and cer{ifications set forth in Appendix III atached thereto;
Commits to use data and evaluations to improve the applicant's own model and to improve the inítiatives fundsd by the
applicant; ¿nd
Commits to cooperãte with any evaluation activities undertaken by the Corpo¡ation.
Terms used but not defìned herein shall have the meaning ascribed to them in the Ageement.
County
By:
Name:
Title:
of
fut / A.
fua,r¿es
r
Çg{'
Date:
-23-
as
Appendix V
REOUEST FOR REIMBURSEMENT FORM (included in Reportine Workbookl
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Appendix VI
OUARTERLY PROGRAM REPORT TEMPLATE
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Appendix
VII
SIF SUBGRANT TIMELINES AND DEADLINES (included in Reportine \ryorkbook)
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Appendix
VIII
SUBGRANTEE KEY COMPLIANCE INDIVIDUAL
The following is the Key Compliance Individual of the Subgrantee referenced in Section I I
of the Sub-Award Agreement.
Name:
Fran Palacio
Title
Principal Budget & Public Policy Analyst
Address:
70 West Heddine Street, E. Wine. l
Address:
San
Telephone:
14081 299-5 I 86
Email:
Fran.Palaciolâceo.sccsov.ore
lth Floor
Iose CA 951I
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