Loading...
HomeMy WebLinkAboutWESTERN INSTITUTE OF CAREERS, INC. - 1979-09-20AGREEMENT FOR ADMINISTRATION THIS AGREEYENT is made and entered into October 1, 1979, by and between the CITY OF HUNTINGTON BEACH, a municip-1 corporation of the State of California, hereinafter referred to as "CITY" and the WESTERN INSTITUTE OF CAREERS, INC., a private, non-profit Califorri a corporation, hereinafter referred to as "INSTITUTE." WHEREAS, CI'ZY is a unit of general local government and is a member of the Crange County Manpower Commission and !(. entitled to receive and administer grPnt Funds fron, such commission under "-he Comprehensive Employment and Training Act CETA) of 1973, as amended (P.L. 93-203, 87 Stat. 839, P.L. 93-567, 88 Stat. 1845, P.L. 95-524, 92 Stat. 19C9, 29 U.S.C. §801) to provide employment - related services as regulated by the United States Department of Labor, Employment and Training Administrations WHEREAS, CITY as by formal action determined not to administer CETA funds, has returned such funds allocated to it tc the ct. ,,nis_-ioii, and has recommended to the commission that :,he CITY's administrative re3pons bility as prime service provider, be delegated by the commission to the INSTITUTE. NOW, THEREFORE, in consideration of the mutual terms and R conditions hereinafter set forth, CITY and INSTITUTE agrees as fc�h�"•T,�fa ; 1._ Purpose. The purposes of tY44s agreement shall be: a. To prov;.de for the administration of CETA nrograns in the City of Huntington Beach; and B. To identify the procedures and functions for which the respective parties are responsible so as to insure the efficient operation of public service employment. 2. Term. This agreement stall becom,• binding upon the parties hereto, upon October 1, 1979, through September 30, 1980, upon execution by both parties. This agreement and any, subsequent extension or amendment hereof shall be subject to the Joint Exercise of Prveers Agreement for the Orange County Manpower Commission, of which, the CITY is a member, as that same agreement iifta4 `e hereafter amended or extended. Nothing in this agreement, however, :shall be deemed to obligate either party to extend this agreement beyond the September 30, 1980, or beyond the term of the Joint Power Agreement, should such agreement terminate prior to the termination date of this agreement. 3. Public Service Employment Operating Procedures. INSTITUTE AND CITY will perform the following duties and respon- sibilities, A. INSTITUTE will, within ten working days afte.4 subi,uss�on. of CETA proposals to the Orange County Manpow— r Commission, inform CITY of the projected Icvel of funding avail- able by C•ETA Title and program. E. CITY will, within thirty working days after being so informed, provide to INSTITUTE a signec opy of the Personnel Requisition and job description for each position into which CITY intends to place a OFTA Public Service Employment or other parrtia pant, with each such. Requisition ranked in o-der of priority, ­2_ J C. INSTITU"!If'E will, within ten working days after receipt of the personnel requisition and ,job description for a position or upon execution of the contract with the Orange :; Count y Manpower Commission, inform CITY of the actual .level of funding and number of positions available. D. CITY and Institute will toget;ier determine the final number of CITY positions to be filled, �n keeping witn the CETA regulations and labor market ccndit'.ons, with CITY having right of first refusal on all Public Service Employmen': position`,. E. Available positions not utilized by CITa will be subsequently allocated by INSTITUTE to area school districts, other public and private non-p oi'it agencies, and tra.inir-- programs as appropriate to provide comprehensive CETA services in Huntington Beach. F. On the basis of approved CITY Personnel Requisitions/ job descriptions, INSTITUTE will conduct recruitment and determine eligibilit,r of potential CETA employees, referring those most qualified to CITY for employment intei.views. G. CITY will interview applicants, usixig forms provided by INSTITUTE:, and will report. to INSTITUTE an said forms the result of each interview, including effective date of hire or reason(O for not hiring. H. CITY will maintain CETA participants employed as of the effective date of this agreement in its payroll system, All partic` rants that are employed after the effective date of this agreement shall be maintained in the INSTITUTE's payroll system.. i ,However, all such participants will be considered employee's oi' the is INSTITUTO stationed at the CITY and will be subject to INSTITUTE's policies. INSTITUTE shall reimbuse CITY for any and all salary and benefits accorded such participants. I. CITY will be responsible for supervision of CETA participants hired and for raaincaining records of time worked in the manner and a$� required by TNSTITUTr,. INSTITUTE"; will provide counseling assistance and will be responsible for placement of participants into uisubsidized employment upon completion of CETE. art icipatJ.on 4. Hold Harmless and Indemnif:icat4on. INSTITUTE hereby agrees to defend, indemnify and hold hLrmless, CITY, its of`.'icers, agents and employees, from and against any and a13 liability, damages, costs, losses, claims and expenses, however caused, rusulting (�,O,rectly or indirectly from oy connected with INSTITUTE's performance of tLis agreement (including but not limited to such liability, cost, damage, loss, claim, or expense arising from the death or injury to an agent or employee of INSTITUTE, subcontractor, or of CITY. or damage to the property of INSTITUTE, subcontractor, nr of CITY), except where such liability, damages, costs, losses, claims or expenses are caused solely by the negligent or wrongful sits of CITY or any of its agents or employees including negligent omissions or commissions of CITY., its agents or employees, in connection with the general supervision or direction of the work to be performed hereunder. 5. Workers' Compensation. INSTITUTE shall- comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of -4- Division 4 and 5 of. the California Labor Code and all amendments thereto; and all similar State of Federal acts or laws applicable; and ,hall indemnify, defend and hold harmless CITY from and against all claims, demands, payments, suits, actions, proceedings and ,'jurgments of every nat,zre and descriptic- , including attorney's fees and costs, presr,�nted, brought or recovered against CITY, for or on account of any liability undor any of said acts which may be incurred by reason of any work to be perfcymed by TNSTITUTE under this agreement. 6. Insurance. I178TITUIVE agrees to furnish to CITY' and maintain in force until the completion of this tact, a general liability insurance policy in which CITTY ib named an an additional insured. The policy shall insure CITY. its officers and employees, while actin; within the scope of their duties, against all claims arising out of or in connection with this Act. The policy shall provide for not less than the following amounts: Combined single limit bodily injury and/or property damage of $1,000,000 per occurrence. Such policy of insurance shall specifically provide that any other insurance carried by CITY which may be applicable shall be deemed. excess and INSIITUTE's insurance primary despite any conflicting provisions it INSTITUTE's policy to the contrary. Policies or certificates of insurance shall at all times be on file with the City Treasurer- 7. independent Contractor. It is further undersrood and agreed that INSTixUTE is, and shall be, acting at all times as an independent contr,�.ctor herein and not as an employee of CITY. INSTITUTE shall secure at its expense, and be responsible for any -5_ and all payment of income tax, social security, state disability insurance compensations, unemployment compensation and other payroll deductions for INSTITUTE and its officers, agents and employee, and all business li--ense.s, if any, in connection with the services to be performed hereunder. 8. Discrimination. INSTITUTE agrees that in the performance of the terms of this agreement, it will not engage in, not° permit its agents to engage in, discrimination in employment of persons because of race, religiouscreed, color, national origin, ancestry, physical handicap, medical condition, marital sta::us, c» sex of such persons, except as provided in Section 1420 of the California Labor Code. Violation of this provision may result in the imposition of penalities referred to in Division 2, Part `(, Chapter 1 of the California Labor Code. 9. Grievances. All C,ETA participants employed in INSTITUTE programs who desire to grieve on any employment -,related issue must utilize the Grievance Procedure set forth in the Participant Personnel Policies of the INSTITUTE and shall be subject to the limitations set forth in said policies. At 1,1 times, INSTITUTE shall maintain such procedures and policies which are required by the Department of Labor and are consistent and compatible with the procedures of the Orange County Manpower Commission. In the event that grievance directly or indirectly concerns CITY policies or practices, the CITY will cooperate in providing any information reasonably necessary to enable the INSTITUTE to determine such grievance. Each CETA participant shall be informed of the grievance 1 procedure prior to acceptance into any program. Any decision of the INSTITUTE may be appealed to the Orange County Manpower Commission. 10. Recordkeeping and Reporting. Participant records, including applications, eligibility information, interview records and comments, and a continuing counseling record, ?gill, be maintained. by INSTITUTE for all CETA participants, including those, stationed a.t the CITY. All commendations, repri,manels, i .ns, and other comments made by the supervisor of a parti,cip�!t. o ati.oned at CITY or by other authorized individuals regarding such participant must be r,rovided to INSTITUTE by CITY to ensure that such c-Nrments become a part of the participant's officials records. Participants will be notified by INSTITUTE of any adverse statement included in their respective files. Proper recordkeeping by INSTITUTE and reporting by CITY are understood by bot': parties to be mandatory r"nr the iuccess L"al conduct of the CETA program. 11. INSTITUTE Records. INSTITUT8 shall at all tivies comply with "-Il requirements of the CETA Ant, Department of. Labor Guidelines and Regulations promulgated pursuant thereto, and the rules, practices requirements of the commission. INSTITUTE shall supply CITY w:tth copies of any and all audits, reports, and other documents that are filed with 'he Department of Labor and/or the Commission at the time they are filed. As a condition precedent to this agreement' INSTITUTE shall file with the CITY copies of its final determination letter of exemption from income taxes by the Internal Revenue Service and Franchise Tax Board and maintain tax exempt status. INSTITUTE shall maintain books co,'itaining oomplete and accurate accounts of all transactions of the INSTITUTE involving CETA funds, which books and records shall be kept in the local office of the INSTITUTE and which the CITY and its agents shallat all times have access to, inspect, and, copy. The Board of Directors of the INSTITUTE shall hold meetings at least quarterly and promptly supply CITY with minutes of said meetings. 12. Amendments This agreement may be amended or modified clly by a written agr-aement duly entered into by both parties. 13. Cancellation. This agreement shall remain in effect during the term hereinabove; provided however, that either party may effect cancellation of this agreement by formal resolution of its governing body to become effective not less than n'•.nety days following written notification of cancellation to the other party. 14. Limitation. This agreement sl�..11 not become effective unless and until an agreement is entered into by and between the INSTITUTE and the grange County Manpower Cotmission-uthorizing the INSTITUTE to provide CETA services to Hunti*ngton Beach residents, and the duration of this agreement shall in no Event exceed the duration of said agreement between the INSTITUTE and the commiss.on. The CITY shall at , .l times during this agreement remain a member of the Orange County Manpower Commission and nothing in this agreement shall be deemed to affect its rights, duties, or liabilities under said agreement, 15. Severability. Should any part, term, provision, or portion of thi.8 agr eem(a.-t be decides to be in conflict with any law of the State of California or otherwise unenforceable, the validity of the remaining parts, terms, provisions, or portions shall be deemed severable and shall not be affected thereby,- providing such remaining portions or provisions can be construed in substance to constitute the Agreement into which the parties intended to enter in the first dnstance. 16. Authority. The City Administrator of the City of Huntington Beach shall have the authority to sign agreements for personnel subcontracts, including agreements for the use of CETA personnel by other agencies, and other agreements reasonably necessary to effectuate this agreement. IN TAITNESS WHEREOF, the parties hereto have mused this agreement to be executed by and through their authorized officers the day, month and year first above written. WESTERN I STITUTE OF CAREERS, INC. CITY OF HUNTINGTON BEACH a munietpal corporation ATTEST BY 00 Mayor City Cler REVIEWED AND APPROVED: City �inistrator APPROVED AS TO FORM: City t Yrney ��4 S = SAFECO INSUP ANCE COMPANY OF AMERiCA G 3 GENERAL I ANCE COMPANY OF AMlzRI%A F = FIRST Pi L INSURANCE COMPANY OF AMERTCA HOME OFF 3 6ROOKLYN AVE,N.E., SEATTLE, WASH INGT 813� HEAD OFFICE `^tAD.A: MISSISSAUGA, ONTARIO (Coverage iS. o•r thr company designated by Enitial, a stock insurance company herein tolled the company) Certificate of Insurance The company certifies that the insurance t olicit:s indicated below are in effect on the date of this certificate. Name of Insured ono Mailing Address (Street, City, State or Province, ZIP or Postal Code) r WESTERN INSTITUTE OF CAREERS, INC. � R. 0. BOX 17693 IRVINE,, CALIFORNIA 927I3 Policy Period: from JUNE 1, 1979 to JUNE 1, 1982 M 12:01 A.M. [] Ncon Standard Time, at the address of the insured For each policy the following schedule indicates the basic type of insurance provided v-ith the limit of the insurer's liability or maxi- mum amount payable for loss. Toads certificate is only a statement of the existence of the policy or policies of insurance herein referred to rind neither affirmatively gar negatively amends, extend:.• or alters the coverage afforded by any policy dei,ribed herein, Limas of Liability or Amount of Coverage Polk Type of lmurcnce _ _ Coverage Liability Bodily Injury Other Than Property Damage Avtomo6�le Combined .:�,� _....,�... _.,.,.»_w..�.,..,.,�.....�.. Automobile bobi[:ty Bodily Injury Property Damage .. Combined COCOMEHT WITH RESPECT TO WM01 It 'iFOROEI] BY THE POLICIES I (STEP ON THE SUCH POLICIES Property insurance Workmen s Compensation ALL Buildingis) p-,rsonol Property Business interruption Person ,•.._._ ......�....,_..._....�,_�_..^ ._..._,� ..._...._..,...- Perils Insured Acto:nst Coins. rb Limit of Liability Lutol lon' Subject to the terms of the Workmen's Compensation laws o the state in which policy offo'& :overage Locution of risk covered or description of outomobile or contrac( covered, or description and location of :apeiations or work covered: In the evert of any material change in, or cancellation oi, said policies, th? undersignedcompany will endeavor to give written notice to the party to whom this cerFificate is issued, but failure to give such notice shall impose no obligation nor liability upon the company, Certificate is issued to. Norne and Address THIRTY (30) .day prior notit.e of cancellation to Certificate holder has beer endorsed to policy No.(s)t CITY Olr HUNTINGTON BG1'Cirl P. 0. BOX 1000 Cf� 806 x?�0 FilMIi'~GTON BFAC4., CALIFORNIA 92648 If an "x" in box ilmits of Mobility have been increased only for operations or wt rk described' above. GCL- �C -- ol----- fi .,) 1%S TO M y�.Staternent on reverse side is void, Doled x H J 2�P7 DAM 3NC�-, P RV;; C S 417�-5$ I8 F' 11 ? 4 N ' �,,,,.,CA W on I, (i19, At ot*ni3 r g Y OF AMERICA NY.')F AMERvCA ,T t �► AL 114su LANCE COMPANY OF AMER{CA cr.xet ibrr.c is 't ' 01 tV AttornO,--F*11, PRINTED INus.A ADDITIONAL INTEREST'— OPERATIONS SAFSCD This endorsement alters the provisions for: BLANKET LIABILITY INSURANCE -1 The "Persons Insured" provision is amended to include as an insured the person or Organization named buiuv. with respect to liability arising out of operations performed fur such insured by or on behalf of the named nsured. Name of Person or Organization (Additional insured) CITY OF HUNTINGTON SEAW AND ITS CITY COtO\ICIL, AND/OR ALL CITY COWCIL APPOINTEES GROUPS,, COWITTEES, COWISSIONS, BOARDS X41) ANY OTHER CITY MAICIL APPOINTED BODY, AND/OR ELECTIVE AND APPOINTIVE OFFICERS, SERVANTS OR EMPLOYEES OF THE CITY OF HUIdTINGTON BEACH, WIHEN ACTING AS SUCH ARE ADDITIONAL INSUREDS HEREUI DER, FOP THE ACTS OF THE INSURED. —U0I CTC TUC CAI I nWtuC IC :NTT ATTACUPr1 TA PRLICY WNFM PnI ICV Ilk IS911Fn! .INSURED +• .��+ Y�STEM.VY INSTITUTE /�T,7 PA1'1 Sh 1v1 COVERS CLASS OR CODE UNEARNED SS PR FACTOR OLD /FULL TERMF PREMIUM u RETURN PREMIUM NEW tFULLTERMI PREMIUM ADDITIONAL. PREMIUM EFFECT: E�{EAr.6-20- 9 (af the hour dayys 02Lii j the el¢ I 6 b b 6 _ NIOIM6ER CP 80.,0 0 POLICY `EXP. DATE MPP ACCT. NUMBER. .ENDORSEMENT �,p�. - NUMBER 7J .: \c TYPING SERVICE OFFICE _ TOTALS GROSS �j y HC DAMN ERVI CES T' / "'. ;7 A0 1 _ _ S .W INSURANCE OOF IC R CMPANY AME G = GENERAL INSURANCE COMPANY OF AMERICA GENERAL F '= FIRST NATIONAL INSURANCE COMPANY OF AMERICA � �"A S (f i7 INahey Is issued by the Company designated by initial/ -. AUTN R12 pEPRESENTATIVE C-1529 FYI 1117E lki �/ PFUNT120 IN U.S.A. R!OR NOTICE TO OTHERS f= CANCELLATION SAFECO r I 'f1Hs cndvrsernent is �ppiicahle to --all aifvrdec' by the pvlicy' t t' It is agreed that in the event of c xir:,4lation, w reduction in thra limits of liability of this insur.trlce, .,.___III _ �_ ____-- days prior written notice shall be given tn,__. __. _ CM OF-,HlfVTINGTON _ BEACH R. O BOX 190 HUNTINGTON B-EACII,p CALIFORNIA_ This endorsement Is executed by the cvr tpany 14 ated in the (je, Iiirotttans. H tl NAMMER!iLA.SH.RETARy � ulir.>4� -+.f r,^rY.PNF`a';khS COMPLESE THE FOLLOWING IF NOT ATTACHED TO POLICY WHEN POLICY IS ISSUED, WESTERN INSTITUTE OF � F..IINFCI RFT:IA4 rY( AgIIf A:. INSURED s I�GER ut tag° RPII Fu, rERM of iTER 7DF Fp(W t M FAKJ0 FRCrA 0, PRC;'UM ECxS,� EFFECTi.M[Nt EFFECTCYC � A�(y __y[1. _ l,Il the tt')+u of tl3Y alJICrI fr tl airy S S `' t POLICY OR BOND POLICY • 5 SAMO F:15URANCE COMPANY OF AMFRICA I 0 GENERAI INSURANCE EOMPANY OF AMEINCA � nC """"- """"`"""""• "`""�` -""' � <'� �� F FIRSr NA"tONAC rr URANCE COMPANY OF AMFRICA IdJ f CPd�tN ecstd t 71++ed W to cuMwrY dt1 yruGM Gr n 7 aq `^ ^^^°"^""'""-" ~�1VICES DAHI Ir )RAN 417-5518�F 11 C-1024 tit 1/72 RE 1QjNT Ui Er15EU AtiCNT <. .. ,... .«..,......., PRINTED IN U.$,A. 1{ , , t Ratum original anti ttsaeeopies of ion: Mu- axtHicatr to: Original — Risk Originating Dept. CERTIFICATE OFINSURAftiGE aroval Yeibw—.Riskabnigar City of Huntington Such TO t r Fnorney Pink — City dark Dept, Gold - City Attorney pt. C" .CITY OF HUNTINGTON BEACH, CALIFORNIA P.O. Box ttm ►Santington Barb, California Sr.5M A MUNICIPAL CORPORATION This is to certify that the policies of insurance as described below have been issued to the insured by the under :igred and are in force at this time. if these policies are cancell-d or changed in such a manner that will affect this trartifpte, the insurance company agrees to give 30 days prior written notice, by mail, to City of Huntington Beach, P.0. Box 190, Huntington Beach, California 92648. Name of lnsired WESTERN INUIJUTE OF CAREERS, INC. Address of Insured 2102 BUSINESS CENTER OR.,, IRVINE, CA. 92715 Location of Work or Coarations to bit perforrsed HUNT I NGTON BEACH, CA. Description of Work or Operations EMPLOYMENT TRAINING,, GUIDANCE,TESTING AND PLACEMENT POLICIES IN FORCE POLICY NUMBER LIMITS OF LIABILITY EFFECTIVE EXPIRATION A. Workrsrs Compensation wc271268 6-I-79 6-1-80 hututory $300,000.00 Empiovers' Liability xxxxxxxxxxwx (rvhora sliable) ' _ B. Pw'licLiability BODILY INJURY & PROPERTY DAMAGE Bddilyinjury; CP806170 6-1-79 6-1-80 COKBINED $1,000,000 EACH OCCUR $1 a 000, 000 AGGREGATE Manufacturers and Contractors 0 S e Each Person Comprehensive 1 Genera! 0 $ • __ .Each Accident (Including products completed operations) Property Damage $ ` Each AcdHent C. Automobile Liability: BODILY INJURY & PROPERTY DAMAGE (whwsappiiesbla) P806170 6-1-79 6-1-80 COMBINED $1,000,000 AGGREGATE Bodily Injury $ Each Psrson 3 Each Accident Property Damage I $ `' Each Accident Does policy cover; lPiom a shack -at Nest one) All owned automobiles I X t -es ( ) No Non -armed automobiles (X )yes ( ) No Hired automobiles (x ) Yes I 1 140 At least one troy, nwst be checked YES if automobile inaaanes applies. 0. Additional Insured Endorsement; The insurar agrees that the .City of Huntington Beach ,vW its City Council, and/or all City Council apli,inted groups, committees, commissions, boants and any othdr City Oluncii appointed body; and../or slaztive and ,ppointive offices, servants or employees of the! CAty of Huntington Beads, when acting as such are additional i) rads hereunder, fow tha acts of the Insured, and such inturance shall b 4mary to any Insurance of the City of Huntlnpl)pi Beach, I. f:oltf Harmless Agreement: fly Insured; _.1 ir�7S1 tar4./YLiis/I ;Of414 .r The insured agrees to protect, defend, Indemnify and save harmless the City of Hka0ftiton,0each against loss, damage or expense by reason of any suits, claims, demands, judgments and causes of action .=Use t by insured, hie employees, agents or any subcontractor or by any third party arising out of or in ransarluanca of the performaom of all or any operations covered by the certificate of Insurance. Rorwks, This cwtifieate is not an Insurance policy and does not F. amend, extend or altar tM coverage atioe' ed by the yoiky. APPROVED AS TO FORM: GAIL HU'f'TON Oty Attorney i By f me Date .TUNE 20, 1979 AUTHORIZED REPR NTATIVE OF,INSUR NCE COMPANY ERVICES r INSURANCE COMPANY B - . SAU gams GENERAL INSURANCE COMPANY y J N :'t Svt rl+ad F!"Wenteu,.fAoint Address __-17570 9ROOKHURST 5T, Addrbsi6_ 9 REET. HUNTINGTOH BEACH, C, City FOUNTAIN VALLEY,CA, 92708 Telephone 1 f710536-6579 r kENCE 92648 r 2 CITY OF HUNTINGTON BEACH CERTIFICATE OF INSURANCE REQUIREMENTS OFFICE OF FROM: V DATE: G--� Proof of Workers' Compensation required, or present a certi- ficate of consent to self -insure issued by the Director of Industrial Relations (See city form, Paragraph A). Public liability limits insufficient. Minimum acceptable s $ combined single limit per occurrence including property damage (See city form, Paragraph B). Automobile liability is required. Minimum acceptable is $ combined single limit per occurrence Including property damage (See city form, Paragraph C). /-7 Additional insured endorsement required. Insurance company must name the city as additional insured for the acts or omissions to act of the insured and not of the city (See city form, Paragraph D). Hold harmless agreement not signed by insured. The insured must hold the city harmless (See city form, Paragraph E). Policy number and effe:tive/expiration da,.._, missing. /-7 Insurance company not licensed to do business in California. The Certificate of Insurance must be issued, by a surplus line broker admitted in California or by an insurance company licensed to do business in California. L-4,;'�Telepnon e number for insuranc broker missing. f f —7 Automobile liability, Paragraph C, does policy cover: All owned automobiles ( )yes ( )no Non -owned automobiles ( )y$s ( )no Hired automobiles ( )yes ( )no At least one box must be checked YES. /% 0ther: Return original and 'three copies of � Lt listribution: Original — Originating Dept. r p' ) completed certiiizate to; CERTIFICATE OF INSURANCE ftetflpproval Yellow — Risk Manager r.9 d Sy City Attorney Pink — City Clerk City of Huntington Beach TO Gold — City Attorney Dept. C4 CITY OF HUNTINGTON BEACH, C;%LIFORNIA P. O. Box 190 Huntington Beach, California 92648 A MUNICIPAL CORPORATION This is to certify that the policies of insurance as described below have been issued to the insured by the under- signed and are in force at this time. If these policies are cancelled or changed in such a manner that will affect this certificate, the insurance company agrees to give 30 days prior written notice, by mail, to City of Huntington Beach, P. O. Box 190, Huntington Beach, California 92648. Name of Insured WESTERN INSTITUTE OF CAREERS INC. Audress of Insured 2102 BUSINESS CENTER DR., IRV I NE, CA. 92715 Location of Work or Operations to be performed HUNTINGTON BEACH, CA. Description of Work or Operations EMPLOYMENT TRAINING, GU I DANCE,TESTI NG AND PLACEMENT POLICIES IN FORCE POLICY NUMBER LIMITS OF LIABILITY EFFECTIVE EXPIRATION A. Workers Compensation WC271268 6-1-79 6-1-80 Statutory $300,000.00 Employers•' Liability XXX•XXXXYXXXXXX 6� (where applicable) B. Public Liability: BODILY INJURY S PROPERTY DAMAGE COMBINED $1 ,000,000 EACH OCCUR Bodily Injury: CP806170 6-1-79 6-1-80 $1,000,000 AGGREGATE Manufacturers and Contractors $ —Each Person Comprehensive General $ * Each Accident (Including products completed operations) Property Damage $� * Each Accident C. Automobile Liability: BODILY INJURY S PROPERTY DAMAGE (where applicable) CP806170 6-1-79 6-1-80 COMBINED $1 , 000 , 000 AGGREGATE Bodily Injury $ * Each Person $ * Each Accident Property Damage $ _ * Each Accident tENCE Does policy cover:, (Please beck at least one) All owned automobiles ( X) Yes ( ) Ne Non -owned automobiles ( X) Yes ( ) No Hired automobiles ( X ) Yes ( ) No At least one box Must be checked YES if automobile insurance applies. D. Additional Insured Endorsernmit; The insurer agrees that the City of Huntington Beach and its City Council, and/or all City Council appointed groups, committees, commissions, boards and any other City Council appointed body, and/or elective and appointive offices;, servants or employees of the City of Huntington Beach, when acting as such are additional iy greds hereunder, for the acts of the insured, and such insurance shall be rimary to any insurance of the City of HuntinXtofi Beach. E. Hold Harmless Agreement: By Insured;.y10 " '� ,t The insured agrees to protect, defend, indemnify and save harmless the City of 116tAt' tgton Beach against loss, damage or expense by reason of any suits, claims, demands, judgments and causes of action caused by insured, his employees, agents or any subcontractor or by any third Marty arising cut of or in consequence of the performance of all or any operations I� covered by the certificate of insurance. Remarks: This certificate is not an insurance policy and does not F. amend, extend or alter the coverage afforded by the policy. APPROVED AS TO FORM: GAIL HUTTON City Attorney By orna Date JUNE 20, 1979 AUTHORIZED REPR_ULNTATIVE OF INS'J4NCE COMPANY SERVICES INSURANCE COMPANY By . Name GENERAL INSURANCE COMPANY J N�ABREET, xizedRepresentative/Agent Address 17570 BROOKHURS•T ST. Addrest-j HUNTINGTON BEACH, CA. 92648 City FOUNTAIN VALLEY, CA. 92708 Telephone (7 i !+) 536-6579 1 s Q /�OFF � I +CAE /OAF [� c �/ f11�OMItHGip�B. CITY A l 1 O R N E I � � y P. O. BOX 190 2000 MAIN STREET �F�pprrY c�`��p HUNTINGTON BEACH CALIFORNIA 92648 GAIL HUTTON City Attorney February 14, 1980 TELEPHONE (714) 536.5555 Ms. Al Van Fleet, President Western Institute of Careers, Inc. 2102 Business Center Drive, Suite 170 Irvine, Calif --nia 92715 ?3: Agreement for Administration Dear Ms. Van Fleet Enclosed please find a copy of the _ninety (90) day Notice of Cancellation of the above agreement. By formal resolution of February 12, 1980, the City Council exercised its right to cancel the agreemen;,, effective ninety days thereafter. A copy of this notice has also been personally served today on the corporation by service on Roy How, Director. Very truly yours, GAIL HUTTON City Attorney By � �.... _., ROBERT C. SANG _ER Deputy City Attorney RCS:lm Att4cement cc: City Administrator City Clerk ,r 3..rCity of Huntington Beach INZW-( t'< " P.O. Box 190 CALIFORNIA 92648 }r3,,a„ OFFICE OF THE CITY CLERK Western Institute of Careers, Inc. 2102 Business Center Drive, Suite 170 Irvine, California 92715 Re. Agreement for Administration dated October 1, 1979. NOTICE OF CANCELLATION Please take notice that the City Council of the city of Huntington Beach at a special meeting held on February 12, 1980, duly resolved to exercise its power to cancel x the above agreement effective ninety (90) days there- after. Dated: February 13, 1980 r CIA WET TWOR H City Clerk ■ Proof of Service I, ROBERT C. SANGSTER, say: I served the ninety (90) day Notice of Cancellation dated February 13, 1980, on the Western Institute of Careers, Inc., by personally serving Roy Hour, member of the Board of Directors, at 10:00 a.m. on February 14, 1980, at 2000 Main Street, Huntington ''Beach, California. I declarE. :rider penalty of perjury, that the foregoing is true and correct. Executed ar February 14, 1980, at Huntington Beach, California. Deputy City k.utorney City of H-untington Beach 4, I;TLI P.O. ®OTC Am CALIFORNIA 92640 'FICE OF THE CL1C1' CLERIC Western Institute of Careers, Inc. 2102 Business Center Drive, Suite 170 Irvine,, California 92715 Res Agreement for Administration 'sated October 1, 1979. NOTICE OF CANCELLATION Please take notice that the City Council of the city of Huntington Beach at a special meeting held on February 12; 1980, duly resolved to exercise its power to cancel the above agreement effective ninety (90) days there— after. Dated: February 13, 1980 c. A WENTWUNTh City Clerk ' n V, l < RFQU I' FOR CITY COUNCIL ACTION Submittedby Floyd GBeitAdministration Date Prepared _ April 30 , 1979 Backup Material Attached n Yes, M No Subject A.DMIVISTRATIVE SEPARATION OF THE CITY OF HUNTINGTON BEACH AND THE HUNTINGTON BEACH EMPLOYMENT AND TRAINING ADMINISTRATION C**y Administrator's Commems Approve as recommended,? EA gYI'Pi' Statement: of Issue,. Recommendation, Analysis, Funding Source, Alternative Actions: STATEMENT OF ISSUE: Recent changes in Comprehensive Employment and Training Act (CETA) programs mandated by the U.S. Congress and Department of Labor must be implemented as soon a4 possible. These changes have greatl; complicated the role of public agencies in operating CETA programs, to the advantage of the private sector. RECOMMENDATIONS: at 1. Approve the ;fstabl.ishment of the Huntington Beach Employment and Training Administration as a private, non-profit, tax-exempt corporation; 2, Delegate tesponsi,bility for CETA programs in Huntington Beach back to the Orange County Manpower Commission, with the stipulation that all such monies be authorized annually by the City of Huntington Beach to the newly -established corporation for CETA program administration and operations directed to Huntington Beach residents. Analysis The CETA Amendments enacted by Congress in October 1978 mandate major changes. in CET.A's objectives and operations. The past emphasis on Public Service Employment (PSE) has been reduced, both ire total funding (see CHART A below) and especially dale to new regulations controlling use of such funding. At the same time the trend toward lesser City involvement in the. remaining PSE program will continue (see CHART B below) due to more stringent income limitations and training requirements which cannot feasibly be fulfilled by the City. 7-1 r in CETA, although the concept of local control will be maintained chrough the City's represeztction on the Orange County Manpower Commission and the City Administrator's direct linkage to the new corporation's chief administrative officer. The positive results of this arrangement will be many. CETA participants will benefit from the increased efficiency of programs which take advantage of private sector training capabilities and which have greator administrative flexibility. The City will benefit by removing itself completely from day-to-day involvement with CETA programs, thus limiting its liability in relation to CETA staff, participants, and operations. Also, the present complications and inefficiency which accompany the attempt to integrate the differing accounting requirements of the City and its CETA programs will be eliminated. The new corporation will establish independent accounting systems, position bonds, liability and worker's compensation insurmice, and personnel. systems as required and directly monirored by the Orange County Manpower Commission through the corporationts chief administrative officer, who will be designated the ManpowerPlanner for Huntington Beach. In this way the City will be relieved of the primary responsibility for these matters, while the corporation will benefit from its increased ability to deal directly with the private sector in implementing programs. FUNDING SOURCE: The funding source will remain the U.S. Department of Labor, through the Orange County Manpower Commission. The -recommended action will have no effect on the amount of funding available for CETA programs in Huntit,gton Beach, except as increased operational efficiency allows for increased funding. ALTERNATIVE ACTIONS: 1. Revise the recommendations included herewith and approve. 2. Devise an alternative response to the issues raised. 3. Do not change the present CETA Service Delivery System. i CHART A Proportion of Total CETA. Funds Allocated to PSE 90% 80% 70% 60% q070 40% 30% 20% 10% FY75 FY76 Fz77 FY78 FY79 90% 80% 70% 60% 50% 40% 30% % 100 CHART B Proportion of Total PSE Participants in City Jobs FY75 FY76 FY77 *Projected J r _ j PY78 FY79* Both of these changes are the result of Congressional intent to increase the role of the private sector: in CETA. This intent stems from the projected continuation of the private sector's economic recovery and from widespread exposure by the news media of abuses which have occurred in some 'PSE programs. Also, the need for increased coat -effect veness mandates that existent training and etaploymert capabilities of the private sector be utilized a- as practicable. With -Lte imposition of additional restrictions on Publia Service Employment and the shifting of funds from PSE to the private sector, the City must respond to guarantee the continued provision: of employment services to its res.identsa This response will be the authorization of a private, non-profit, tax --exempt corporation to administer and operate. CETA programs in Huntington Beach within the guidelines prescribed and enforced _J the Orange County Manpower Corrrniss�ion. This corporation will by established to replace the present Huntington Beach Employment and Training Admiistration in accordance with the attached memorandum, in order to t2l'e positive advantage of the opportunities available for e::panded private sector CETA }participation. The;, resultant system for the deliver+, or CETA services will reduce the City's involvement 11 EMPLOYMENT & TRANING C�NTR 538 (MAIN STREET • P.O. BOX 190 HUNTINGTON BEACH, CA. 92648 (714)536.2521 March 26, 1979 Floyd G. Belsito City Administrator gity of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Dear Bud: Enclosed is the final product of the ad hoc committee which you appointed to explore the possibility of effecting an administrative separation of the City of Huntington Beach and the Huntington Beach Employment and Training Administration. The committee's final recommendations are the result- of thorough discussion among its members, Rich Barnard, Bob Nelson, and myself. We met initially on Tuesday, March 20, coming to agreement on several tentative recommenda- tions, These were then written into a draft concept paper, which was distributed to the three members on March 21. In the course of reviewing; these initial recommendations, Bob Nelson had the opportunity to discuss them with the Orange. County Manpower Commission's federal. Department of Labor representative, who heartily endor,ed the concept as presented. Fallowing further discussion with Rich Barnard of your staff and certain minor revisions, these final recommendations are being presented for your approval. i/j -11 of Huntington Beach RLC:sf Enclosure o- C TO: Floyd C. Belsit-o FROM.: Ad Hoc CETA CornnliL"Lue City Administrator SUBJECT: CETA Service Delivery DATE: March 23, 1979 System Recommendations The Ad Hoc CETA Committee, formed at your request to study the options available to the City of Huntington Beach for continuing the delivery of CETA services to City residents, submits the following recommendations for your consideration. The Ad Hoc CETA Committee proposes that CETA services in Huntington Beach be provided in the following manner: 1. The Huntington Beach Employment and Training Adminisrratior_ will be incorporated as a private, non-profit, tax-exempt organization under the leadership of a five -member Board of Directors, to be composed primarily of private -sector business and professional people, and administered by Bob Cunningham, the present Employment and Training Administration Director. The non-profit corporation will also establish an Advisory Council,, with membership representative of a general cross- section of the community to which services are being delivered. The Advisory Council will meet at least semi-annually. 2. Responsibility for distribution and monitoring of CETA monies allocated to the City of Huntington. Beach by the Orange County Manpower Commission will be delegated back to the Commission by the City, with the stipula- tion that all such monies be provided to the Huntington Beach Employment and Training Administration in order that CETA programs deemed necessary by the corporation =-e maintained and developed. This arrangement- will be reviewed by the City as part of its annual. review of the CETA Joint Powers Agreement, and may be terminates or revised at such time by vote of the City Council. 3. The Huntingdon Beach Employment and Training Administration will have the authority to contract with and monitor subgrantees as well as to directly operate CETA programs in Huntington Bear7> .i.thin the guidelines prescribed and enforced by the Orange County Manpow:. .;ommission. As the contractor for CETA programs in Huntington Beach, the Huntingto-iBeachEmployment and Training Administration will be responsible for all program operations; liaison with the City's and the Commission's administrative structures; and ompliance with all Federal mandates. 4. For the purpose of maintaining vital linkages with the City's administrative staff and ensuring appropriate City involvement in the program: Lo be operated, the chief adr Wistrative officer of the Iluzxtington Leach Employment and Training Administration will be designated "Administrator for CETA" of the City of Huntington Beach. TO: Floyd G. Belsito Match 23, 1979 Page Two 5. For the purpose of maintaining such linkages between the City and the Orange County Manpower Commission, the chief administrative officer of the corporation will remain the CETA Planner for the Huntington Beach area. However, the chief administrative officer and all staff of the Huntington Beach Employment and Training Administration will receive remuneration from and be subject to the policies of the corporation. 6. Official City action on this matter--i.e., approval to implement the recommendations as herein presented, approval to implement with certain revisions, or disapproval --should be forthcoming by April 16, 1979. This will allow for the necessary transition Period and leave sufficient time during this fiscal year to begin operating the several new training programs required by the CETA Amendments of 1978. Attached to this memo is a simple flow chart illustrating the proposed relationship between the City of Huntington Beach, the Orange County Manpower Commission, and the Huntington Beach Employment and Training Administration. With an awareness of the changing nature of both CETA and the City's employ- ment and training capabilities, it is our considered opinion that the above recommendations offer the best possible solution to the issues whichiinust be resolved. Thant you: for your consideration. Sincerely, Richard Barnard Administrative Assistant City of Huntington, Beach AD HOC CETA COMMITTEE Employment- and Training Administration bert Nelson _._ecutive Director Orange County Manpower Conmtission. N Ak FLO14 CHART Department of Labor Orange County Manpower Commission Huntington Beach I'sployment and Training Administration City Of Huntington Beach t t i manpower Planner AdministraLor for CETA L---- __ Title II B, C ' Title VT PSg+ Title ZI D Training Training; Title 'III Subcontracting Programs Agrnc:ics REQUEST FOR CITE' COUNCIL ACTION Submitted by Floyd G. Belsit o Department Administration Date Prepared September 20 , 19 79 Backup Material Attached E] Yes 7 No Subject Administrative Agreement Between City and Western Institute of Careers, Inc. City Administrator's Comments Approve as recommended I APPRUVFD BY CITY C0UXGiL, CITY Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions: Statement of Issue Having designated the Western Institute of Careers, Inc. the prime service provider for CETA programs in Huntington Beach, the Council is now requested to take action regarding the establishment of a contractual relationship between the City and the Institute. Recommendations 1 �- 1. That the City Council. authorize the. ^_�_; _"_a^�� to execute the attached Admin- istrative Agreement 'between the City of Huntington Beach and the Western Institute of Careers, Inc.; and 2. That the City Council authorize the City Administrator to execute such other operational agreements as are appropriate to fully implement the attached Administrative Agreement. Analysis At its regular meeting on August o, 1979, the Council designated the Western. Institute of Careers, Inc. as the primary provider of CETA services in Huntington Beach, simulta- neously reverting its administrative responsibilities for CETA to the Orange County Manpower Commission. It is therefore necessary that the City and the Institute establish a contractual basis for cooperation in CETA program administration. The attached Agreement provides for such cooperation by defining the overall relationship between the two parties and by detailing administrative safeguards and procedures applicable to CETA operations in the City. While this Agreement establishes the overall administrative framework, prior CETA experience indicates that the number of positions utilized by the City may vary from time to time dependent'on departmental needs and. CETA allocations from the U.S. Departmeat of Labor. The City will be best able to respond to these changes through the execution of specific operational agreements by the City Administrator. Any such agreement would identify the particular positions to be filled and the procedures to be implemented within the limitations contained in the attached Administrative Agreement. aio ana r 4 REQUEST FOR CITY COUNCIL ACTION September 20, 1979 Page Two Funding Source U.S. Department of Labor, Orange County Manpower Commission Alternative Actions 1. Revise the :Agreement and approve. 2. Reject the Agreement and devise an alternative. Floyd C. Belsito 'qACTioN FOR CITY COUNCIL t'2 Admi-niStYRt'i nn Date Prepared July 26 _ , 1979 Backup Material Attached U Yes [] No Subject Designation of the "Western Institute of Careers, Inc." as the Huntington Beach CETA Prime Eligible Agency City Administrator's Comments a>x'1'1tU0 111,1� t— --- Gl 'Y C () UNCii, Approve as recommended. _ _ �.. �_ _ A0 Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions: STATEMENT OF ISSUE: The City Council previously approved in concept the reversion of Huntington. Beach CETA fundo to the Orange County Manpower Commission for allocation to a private, non-profit, tax-exempt corporation to be established in place of the Employment and Training Administration of Huntington Beach. The Council is now being requested to designate the particular corporation to which these funds are to be allocated and the effective dates of such allocation. RECOMMENDATIONS: 1. Return Huntington Beach CETA funds to the Orange County Manpower Commission. 2.. Designate the "Western Institute of Careers, Inc." the Prime Eligible agency for CETA programs directed: to Huntington Beach residents, thereby conferring on the corporation the responsibility for Manpower Planning for the City of Huntington Beach through September 30, 1980, effective upon the formal, inauguration of the corporation. 3. Direct the City Administrator to so inform the Orange County Manpower Commission;in writing. ANALYSIS: As detailed in the attached RCA dated April 30, 1979, changes in CETA law during the past year have provided the impetus for a major increase in job training and private sector involvement in CETA operations. Recognizing both the benefits inherent in utilizing private sector capabilities and the liabilities involved in operation of CETA programs by the City, the Council decided that it would be advisable to return Huntington. Beach CETA funds to the Orange County Manpower Commission and authorize the. Commission to allocate such funds to the private non-profit corporation designated by the City to plan and manage Huntington. Beach CETA services. With the City Council',s approval,, planning for the establishment of such a corporation proceeded, involving the Orange County Manpower Commission, the U.S. Department of Labr--, the City Administrator's office, and the Employment and Training Administration of Huntington Beach. The result of this planning is the establishment of the "Western ■ 0 4 REQUEST FOR CITY COUNCIL AON Admin'istration 44 ` Page 2. Institute of Careers, Inc.", a private, non-profit, tax-exempt, Orange County corpu.•ation under the leadership of a five -member Board of Directors and administered by Bcb Cunningham, present Employment and Training Administration Director (see attached Articles of Incorporation, Bylaws, and Board of Directors). The "Western Institute of Careers, Inc." was created with the intent of effecting a smooth transfer of responsibility from the Employment and Training Administration of the City, in keeping with the City Council's previous action. The Council's designation of the Western Institute of Careers as the Huntington Beach CETA Prime Eligible -..ill give to the corporation the responsibility for planning and management of ^_r.TA funds and programs for City residents. This will remove the City from direct ;.abi.lity for such CETA programs, although it will have no effect on the City's joint and several lia'%ility (with the County and three other cities) as J siz:natory to the CETA Joint Powers Agreement. Upon approval by the City CGuncil of the above recommendations a letter communicating said approval should be sent to the Orange County Manpower Commission (see draft of letter attached hereto). Thereafter, the attached Agreement between the Orange County Manpower Commission and the Western Institute of Careers will be submitted to the Manpower Commissioners for approval. The execution of this Agreement will authorize the corporation to begin operations as the official: Prime Eligible agency for Huntingtc=i Beach, thereby repla<ing the Employment and Training Administration. Continued cooperation between the City and the corporation in CETA operations will be ensured through administrative agreements detailing the specific procedures to be implemented for this purpose. FUNDING SOURCE: U.S. Department of Labor, Orange County Manpower Commission --no change, ALTERNATIVE ACTIONS: 1. Devise the above recommendations and approve. 2. Devise an alternative response to the issues raised. 3. Maintain unchanged the existent CETA Service Delivery System. OVA �_ ttitizlCC`��R SiRV>;C� j F I L E D 1n the OKCA pi 010 Secretary or Stni� of the Slole of CnWarnia MAR 1979 MARCH FANG EIJ, Seefe!!w of State By BILL HOLDEN WESTERN INSTITUTE OF CAREERS, INC. Deputy 71 ARTICLES OF INCORPORATION OF IRST: The name .of this corporation shall be: WESTERN INSTITUTE OF CAREERS, TNC. SECOND: The specific and primary purposev for which this corporation is formed are to provide training and employment opportunities for the economically disadvantaged, unemployed, or -underemployed persons, to assure that the training and other services lead to maximum employment opportunities, and such other related functions as may be determined by the Board of Directors from time to time. The general purposes for which the corporation ,is y formed are to operate exclusively for charitable, educational and scientific purposes, including the doing of any and all acts and things that a non-profit corporationisempowered to do, wnich may be necessary, convenient, or desireabl.e in the administration of the affairs and for the full attainment of the general purposes of this corporation, provided that all such acts and things shall in themselves be in furtherance of the purposes specl.fitzd in this Article SECOND. THIRD: (a) No part of the net earnings, income, gains, profits, ,funds or property of this corporation in whatsoever manner acquired by it, shall. at any time, including,but not limited to, the time of the aIssolut on of this corporation, inure.or be ^'lstri" bu"ed for the benefit of any priva.e person or individual or any member or director of this corporation, but the same shall be devoted solely to the purposes for which this corporation is formed as the same are hereinabove declared and set forth. (b) No substantial part of the activities of this s corporation is or shall be carrying on propaganda, or otherwise attemnt- { ing to influence legislation, and it does not, nor shall it, participate t in, or intervene in (including the publishing or distributing of statements), any political cailpaign on behalf of any candidate for g public office. FOURTH: This corporation is organized pursuant to the General Non -Profit Corporation Law of the State of California. FIFTH: The County in this State where the principal office for the transaction of business oaf the corporation is to be located ) -_,is the County of Orange. SIXTH: (a) The powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by a Board to be known as the Board of Directors. The number of directors of this corporation shall be five (5) . (b) The names and addresses of the persons who F are appointed to act in the capacity of directors until the election of their successors are; NAME ADDRESS ARLENE GARRISON 3701 Wilshire Blvd., 4700 Los Angeles, Calif. 90010 r WILMA PINDER 3701 Wilshire Blvd., 000 Los Angeles, Calif. 90010 JUDy BARBOZA 3701 Wilshire Blvd., #700 Los Angeles, Calif. 90010 •-2- k NAME ADDRESS MICHELLE L„PORE 3701 Wilshire Blvd., #700 Los Angeles, Calif. 90010 HEIDE BRITTO 3701 Wilshire Blvd., #700 Los Angeles, Calif. 90010 (c) The number of directors may be changed by amending these Articles of Incorporation of this corporation, or by amendment of the By-laws of this corporation adopted by the vote or written assent of the members of the corporation entitled to exercise a majority'of two-thirds (2/3) of the voting powers. SEVENTH,: The authorized number and qualifications of members. of this corporation, the different classes of membership, if any, and the property, voting, and other rights and privileges of the members shall be as set forth in the By-laws of this corporation. .� EIGHTH: This corporation shall exist perpetually. NINTH: The Board of Directors shall hire a person as the Executive Director of this corporation, and the Executive Director shall be responsible to the Board of :Directors for the day to day operation of this corporation and the implementa,;ion of the policies of the Board of Directc .°s-. TENTH: No director, officer or member of this corporation shall be subject to assessment by the corporation except for such dues as shall be provided for in the By-laws, nor shall any such director, officer or member of 4,-bis corporation be personally liable. for any of the debts, liabilities or obligations of the corporation, nor shall personal liability in any event attach to any roember of f this corporation in connection with any of its undertakings, all o y -3- , its liabilities shall be limited to its common funds and assets. ELEVENTH: No member of the Board of Directors shall receive any compensation for his or her services as such director, other than a nominal fee for attendance at meetings of the Board of Directors, but any director may be employed by the corporation in a capacity or capacities other than as director and be compensated by the corpora` .ion for such services. TWELFTH: The property of this corporation is irrevocably ded- icated to charitable purposes and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private persons. Upon the dissolution or winding up of the corporation its assets remaining after payment, or provision for payment, of all debts and -liabilities of this corporation, shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tag exempt status under Section 501 (c) (3) of the Internal Revenue Code. THIRTEENTH: The Articles of Incorporation may not L"e amended without a two-thirds (2/3) vote or assent of the full Board of Directors, TN WITNESS WHEREOF, for the purposes of forming this corporation under the laves of the State of California, we, the undersigned, constituting the incorporators and including, all of the persons names herein as the first directors, have executed these Artic'!es of Inoorporation on this 28th day of February, 1979. -4- ZLENE GARPSON / 11 JUDY BARBOZA / t !/ r HEIDE BRITTO WILMA J. PINDER 011. MICHELLEvLEPORE i STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) On the 28th day of February,1979, before me, the undersigned, a Notary Public in arYd for said County and State, personally appeared s ARLENE GARRISON, WILMA J. PINDER,• JUDY BARBOZA, MICHELLE LEORE and I - HIEDE BRITTO, known to me to be the persons whose names are sub— scribed to the within instrument and acknowledged that they executed J the Same, IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. • ItrNlltrfrFffltllrl�tltltii1117rCMtrlllriitlir�lllrltlrlril OFFICIAL SEAL , SANDY cNGLISH NOTARY PUBLIC • CALIFCftNIA ' LO5 ANOELE5 COUNTY ' M Commission Ez iM Jan. A, 1981 ` • y p Notary Publi in an for said �rctrry�urr�lnr��r�ierniuirrruuruuurrrrurrrrrrrli County and tate r T. BY-LAWS, RULES AND REGULATIONS OF WESTERN INSTITUTE OF CAREERS, INC. SECTION 1. Name and Cbect A. Name - The name of the corporation shall be WESTERN INSTITUTE OF CAREERS, INC. ' B. Objects - The objects of the corporation shall be those set forth .in its Articles of Incorporation, SECTION-2 Administration The affairs of this corporation shall be administered by a Board of Directors consisting of five (5) members, who shall be elected by the regular members of this corporation, with such qualifications as shall be determined from time to time by the regular members, and each member of said board shall be a regular member of this corporation. There may also be such additional Boards of Committees as shall be determined from time to tim,�;, consisting of those persons who may be selected therefor, and i,nvif_ed to become members thereof by the Board of Directors. SECTION 3 : C _ i cers Its officers shall consist of a President, one or more Vice - Presidents, a Secretary, a Treasurer, and such additional officers who shall be appointed or elected by the Board of Directors. SECTION 4. President The President shall preside over all meetings of the'Board of Direttors. He shall also have such other powers and perform such other duties as may be required to him, from time to time, by the t® Board of Directors. He may also appoint such Committee or Committees as he may be authorized to appoint by the Board of Directors, from time to time, and define the duties of such committees. He shall be elected from, and be member of, ''he Board of Directors. SECTION 5. Executive D cor The Executive Directo, s Al have full power in the management and affairs of the corporation; he shall set and establish all policy of the corporation and/or other functions or activities by or under the director of this corporation, subject to the approval of the Board of Directors; he shall haveecharge and control of all employees and premises of the corporation he shall direct all affairs of the corporation and _in general have full and active charge of the business and affairs thereof; he shall have such ether powers and duties as shall from time to time be determin4d by the Board of Directors. ,SECTION 6. , Vice-Pres.�_dents The Vice -Presidents shall, in the order of thier seniority,'in the absence of the President, perform all of the duties and have all the powers of the President. They shall also have such other powers and perform such other duties as shall be assigned to them by the directors. Each Vice -President shall be elected from and .be a member of the Board of Directors SECTION 7_ Secretary and Assistant Secretaries A. Secretary -- The Secretary shall keep a record of the proceedings of the Board of Directors and of the members and directors. He shall keep the corporate seal and book of blank membership certificates; fill out and countersign all certificates issued and make proper entries in the books of the corporation. He shall keep a proper transfer book and ledger'in debit and credit form showing the number of certif- icates issued and transferred and dates of same. He shall serve all notices required by law or tha By -.Laws of the corporation and in case of his absence, refusal or inability to act, his duties may be performed by any person whom the Board of Directors may direct. The Secretary need not be a member of the Board of Directors. B. Assistant Secretaries -- There may be one or more Assistant Secretaries appointed by the Board of Directors. They shall, in the -order of their seniority, in the absence of the Secretary, perform all bf the duties and exercise all the powers of the Secretary. They shall also hav esuch other powers and perform such other duties as may be assigned to them by the Board of Directors. Any Assistant Secretary need not be -a member of the Board of Directors. SECTION 8. Treasurer and Assistant Treasurers A. Treasurer The treasurer shall be elected by the Board of Directors, and may hold other offices in the corporation. His duties shall be such as are implied by the name. He shall furnish, prepare and keep a full set of books of account✓, showing every detail of the business anti the corporation's_ accounts, and. all receipts and dis kursements of every name and nature, the amount of cash on hand, and the amount of money owned by the corporation or owing to it, and. such other information as may be, in the judgment of said Treasurer, pertinent, or such as may be required by the Board of Directors. B. Assistant Treasurers- The Assistant Treasurers, in the order of their seniority, shall have all the powers and duties of the Treasurer in the absence or disability of the Treasurer. They shall have such other powers and duties as may be assigned or delegated from time to time by the'Board of Directors. SECTION 9. Powers of Directors A, General Powers of Directors The Board of Directors s.all have the management of the business of the corporation, and subject to the restrictions imposed by law, by the Articles of Incorporation -or by these By -Laws,, may exercise all of the powers of the corporation. B. Specific Powers of Directors. Without prejudice to such general powers, it is hereby expressly declared that the directors shall have the following powers, to wit: 1. To adopt and alter a common seal of the corporation. 2. To make and change regulations not inconsistent with these By -Laws, for the management of the corporation's business and affairs. 3. To appoint and remove, at pleasure, all officers, agents ,id employees of the corporation, prescribe and assign or delegate their duties; fix their compensation and require from them security for faithful service, if they so deem necessary, and in their discretion', from time to time, to devolve the powers and duties of any officer upon any other person for the time being. A 4. To appoint and remove or suspend such subordinate Enz determine their duties and fix, and from time to time change, their salaries or remuneration. 5. To pay for any property purchased by the corporation, either wholly or partly in money, bonds, debentures or other securities of the corporation. 6. To borrow money and to make and issue notes, bonds and other negotiable and transferable instruments, mortgages, deeds of trust, trust agreements and to do every act and thing necessary to effectuate the same. 7. To designate from time to time, the time and place of its meetings or to authorize the President so to do. To appoint such committee or committees on any subject within the powers of the corporation's Articles of Incorporation and to define the powers and duties of such committee. 8. To select and designate such bank or trust company as they may deem advisable, as official d )ositary of the funds of the corporation and to prescribe and order the nianner'in which. such deposits shall be made and/or withdrawn. C. Compensation of Directors - Directors shall'not receive any stated salary for their service as directors, but by resolution of the Board, a fixed fee and exponses of attendance m--ty be allowrci for attendance at each meeting. Nothing herein contained shall, be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. _5_ 0 SECTION 1.0. Committees A. The Board of Directors may, by resolution or resolutions, passed by a majority'of the whole board, or the Executive Vice - President, upon authority conferred upon him by the Board of Directors, designate and appoint such committee or committees on any subject within the powers of the corporation; such committee or committees to have such powers to exercise such duties or to perform such services as may 'be prescribed, from time to time, by the Board of Directors and/or by the Executive Vice -President, upon authority conferred upon him by the.Board of Directors. Such committee or committees shall have such name or names as may be stated in these By -Laws, or as may be determined from time to time,, by resolutimi adopted by the Board of Directors. B. Each committee shall keep regular minutes of their proceedings and report the same to the board when required. SECTION 11. Pemberships A. Memberships in this corporation shall consist of regular members and such other associate, honorary, sustaining or other members as m%,:y from time to time be provided by the Board of Directors when made a part of these By -Laws. SECTION 12. Annual Meeting of Members A. There shall be an annual meeting of -;he regular members of this corporation, to be held in the City of Orange, ,County of Orange, State of California, on the 3rd Wednesday of March in each year at 6:00 P.M. 1® ■ B. Special meetings of the regular members of this'corporation. may be called by the President or any three (3) directors, from time to time, and shall`be held at such place as the Board of Directors may, from time to time, determine or may be called by any director of this corporation for the purpose of electing members of the Board of Directors, in the event, for any reason, vacancies shall occur in the board reducing the number thereof to less than a quorum. SECTION 13. Termination of Membership A. Any member, regular or otherwise, may terminate his membership It - at any time upon delivery to the Secretary of this corporation - effective date of such resignation. B. The corporation, at its c•;tion, may terminate any membership _ of whatever class, except that of ,:igular, for any infraction of the By -Laws, -rules and/or regulations of'this corporation, or for other good and valid reason, as the Board of Directors of this corporation shall determine. C. All membership, of whatever class, shall be for the life of such member or until otherwise terminated. SECTION 14 Liability 'of Members No member of this corporation, either regular or otaerwise, shall be personally or otherwise liable for any of the debts, liabilities and/or obligations of this corporation. SECTION 15. Donations This corporation may accept gifts, legacies, donations and/or contributions and in any amount and any form, from time to time, upon such terms and conditions as may be decided from time to time by the Board of Directors. SECTION 16 Miscellaneous Provisions A. Corporate Seal The corporate seal of the corporation shall be in such form as the Board of Directors shall determine and shall contain the name of the corporation, the date and state of its creation and such other matters aq the Board of Directors, in their discretion, may determine. Said seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise. B. Principal office: - The principal office shall be established and maintained in the City of Orance, County of Orange, State of California. C. Other Offices - Other offices of the corporation may be established at such places as the Board of Directors may, from time to time, designate or the business of the corporation may require. D. Checks, Drafts, Notes - All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation for all debts of the corporation shall.. be signed by the President and counter -signed -by the Secretary •or Treasurer or by such officers as shall from time to time be determined by the Board of Directors. E. Notice and waiver of Notice - whenever any notice is required by these By --Laws to be given, personal notice is not meant unless expressly so stated; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office bc-� in, a sealed post paid wrapper, addressed to the person entitled thereto 1■ at his last known post office address, and such notice shall be deemed to have been given on the day of such mailing. any notice required to be given under these By -Laws may be waived by the person entitled thereto. Members not entitled to vote shall be entitled to receive notice of any meetings except as otherwise provided by statute, F. Assent to Meeting Any action of the majority of the Board of Directors of this corporatj;on, although not at a regularly called meeting and the record thereof if assented to in writing by all of the other members of the board, shall always be as valid and effective in all respects as if passed by the board at a regular meeting. SECTION 17. Fiscal. Year The fiscal year of this corporation shall. be September 30th. SECTION 18. Amendments Amendment of By -Laws -- The regular members, by the affirmative vote of the holders of a majority of such memberships issued and outstanding, or the directors, by the affirmat;L e vote of a majority of, the directors, may at any meeting, provided the substance of the proposed amczndment shall nave been stated in the notice of the meeting, amend or alter any of these By -Laws. ■ • CERTIFICATION I, the undersigned, do hereby certify: 1. That I Frn the duly elected and acting Secretary of WESTERN INSTITUTE OF CAREERS, INC., a California Non-profit Corporation; and 2. That the foregoing By -Laws constitute the original By -Laws of said corporation, as duly adopted at a ineetirg of the Board of Directors thereof, held on the day of 1979. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation, this_ day of ,. 1979. '— Secretary of WESTERN.INSTITUTE OF CAREERS, INC. ASSUIVOICf S AND CERT I N CA' � A. General Assurances 1. The applicant assures and certifies that; . a. It will comply with the requirements of the Comprehensive Employment and Training Act (CETA) of 1973, as amended (P.L. 93-203, 87 Stat. 839 and P.L. 93-567, 88 Stat. 1845 and P.L. 94-4411), hereinafter referred to as the Act, and ;with the regulations and policies pro;ru l ga ted therjunder; and b. It will comply ,with 01"113 Circular number A-95 and Federal Manage- ment Circulars (PMiC)74-4 and 74-7, as those circulars relate to functions such as 'the utilization ofi.funds, the operations of prograists, and rtaintEnanc of records, books accounts; and other documents under the Act. r 2. The ap?lic.ant further assures an-d certifies that if the regulaticr,s promulgated pur---ant to the Act are amended or revised, it shall comply -with their.. 4 3. In addition to tite retiuirements of 1 and 2 above and consistent ,with • the regulations issued pursuant to the Act, the applicant mares th'. following further assurances and certifications a. It possesses legal authority to apply for the grant; thbt a resolution, motion, or similar action has been duly adopted or passes as an official act of tite applicant's governing body, authori zing tite filing of the application, including all Understandings acid assuranccz cor�L"'inoj therein, and diroctirg and auLli-l�izing the person identifivd, (rs tilt' official rerre- sentativcr of the aj1-,liL.0nL to acL in cunr ioctivn wil.h tii: f�pplicatiQil artd to provide sUch additional information as may to roquirud (suctions 102(a) 701(a)(9) and (10)). b. It l comply with Tit,l,-! VI and V of mne, Civil Rights Act of 1964, (P.L. 88-352), and in accordance with Title V1 and 'lII of that Act no person in the United Stages shall on the grounds of race, color, sex, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the applicant received Federal financial assistance and will immediately take any measures necessary to effectuate this agree amen c. It wi11 comply with•Title VI of the Civ•rl. Rights Act of 196E+, (42 USC 2000d) ,prohibiting employment discrimination -vihere (1) the ' :-imary. purpose of a grant is to provide employment or (2) discriminatory employ- ment ..practices will result in unequal treatment of persons who are or should. be benefiting from the grant -aided activity. d. No person with responsibilities in the operation of any program under the Acz wi,l 1 discrimination with respect to any program participant -• or any.application.for participation in such program because of race, creed, color, national origin, sex, age, political affiliation or belief-; (section 703(1) and 712). e. It will corrrply with the requirements of the provisions of the Uniform Relocation Assistance and Real Property Acquisition Act of 1970 "P.L. 91-646) whicfl provides for fair and equitable treatrrrent of persons displaced as a result of Federal and Fericrally-assisted prograirrs. f. It will comply with the provisions of the (latch Act r•rhicft limit the political activity cf eTnployces g. It Will comP�la' with the requir,e.mont that no program under, the Act shall involve political activities (so.ct,ion 710 and 703(G)), h. It will establish safeguards to prohibit employees frwn using I . their positions fo` a purpose that; is or 9; ves the appearance of b'2i ng • I1 i r; moti va Led b./ a 40re for pr i vat[: ga i o for they►, ,ves or o Lhers , particu- larly those with whom they have family, business, or other ivies (section 702(a)). i It will give the Department of Labor and the orange County Manpower Conrnission through any authorized representative the access to and the right to examine all records, books, papers, or documents related to the grant (section 713(2)) . j . Participants in the program trill not be employed on the construc- tion, operation, or maintenance of that part of any facility which is used for religious instruction or worship (section 703(3)). k. Appropriate standards for health and safety in trork and training. situations trill be maintained (section 703(5)). 1. Conditions of employment or training will be appropriate and: reasonable with regard to the type of work, the geographical region and the proficiency of the applicant (section 703W) . _ m. Provision of workmen's compensation protection to participants in -on-the-job training, work experience, or public service employment programs under the Act at the same level and to the same extent as other employees of the employer who are covered by a State or industry workmen's compensation statute; and provi$ion of workmen's coalpgnsation insurance or medical and accident insurance for injury or disease resul ting fror.i their participation to those individuals engaged in any program activity under the Act, i.e., work experience, on-the-job training, public service employnent, classroom training, services to participants, and other activities, vrhere others similarly engaged are not covercd by an applicable workmen's coii,pensatioil statute (sections 703(6) and 208(4)). n. The program tri11 not result in the displaccmcnt of c-xiii.`ayed workers or impair existing contracts for servi ccs or rOsul t ill the ubsti tu- ti on of Federal funds for other furld ill corinec i:i on tri th' MH' tl;;It ',,Util d otherwise be performed (section 703(7)), Wauggirl';1 Mill!, o. Trai `Ig wlll not be for any nrcir��ri n�. which►►�tiuit��� 1►�ss th�irl two wee 1,s of ;:re ..�np1oyme►1L tr°aiII rzg, unless irr�,r diaLe, employment opE�ortuni- ties are available in that occupation (section 703(8)). p. Training and related services will, to the extent practicable, be consistent with every individual's fullest capabilities and lead to employment opportunities which ►rill enable participants to becon;e econon;ically self- sufficient (sections 703(9) and 1.05(a)(6)). q. Institutional skill training and training on the job shall only be for occupations in which the Orange County 1'.anpower Conn►►i ss i on has determine(' there is reasonable expectation for employment (section 703(10)). r. CETA funds will, to the extent practicable, be used to supplement, ,rather than supplant, the level of funds that would other►rise be available for the planning and administration of programs under the eligible applicant's grant (section 703(11)), s. It will submit reports as required by the Orange County hianpol-,er Commission and ~gill maintain records and provide access to them as necessary for'_ the Orange _County Manpower Commission's rz%ew to assure that funds are being expended in accordance with the purposes and provisions of the Act, in- cluding the maintenance of records to assist the Orange County Dianpokrtcr Commis; in deter►aining the extent to which the program meets the special needs of dis advantaged, chronic lly unemployed, and low income persons for meaningful er,,,plc,. ment opportunities (sections 703(12) and 311(c)). t. The program trill, to the maximum extent feasible, contribute to the cccupat onal'deveioE►r►ent nr~ up -.,,,a motility or iridi`;idud l parC',ci;�%:ills (sec-tion 703(13)). u. The program has adequ<►t.e administrative and accountirog contrils, personnel standards, evaluation procedures, availability of in-service train- ing and technical assistance programs, and other policies as may be necessary to promote the effective use of funds (section 73(141). A t i-V 171Uyi*wi1 11ok!,S al)[Wupriilte lWoviSion fol' needs Of youtl, it ►e area sc"ved (Section 703(a w. Individuals receiving training on the job shall be compensated by the employer at such rates, including periodic increases, as may be deen •' reasonable under regulations prescribed by the Orange County Manpower Commi yt4 but in no event at a rate which is less than the highest of: 1) the minimu r wage rate specified in section 6(a)(1) of the Fair Labor Standards Act of 11 the State or local minimum wage for the most nearly comparable covered er: ployment; 3) the prevailing rates of pay for persons employed in similar occ Lions by the sane 4 the minimum entrant rate for the occupation among other establis,:J-. r,ts ire the community or area or, any minimum rate re,- quired by an applicable cui ective bargaining agreement; 5) for participants S on Federally fundeu .or e listed construction projects, the prevailing rate established by the t'&lIge County Manpower Cor14'nission, in accordance rith th Davis -futon Act, as amended, when such rates are required by the Federal statute under which the assistance was provided,El _ s� x. It will comply with the labor standards requirements set out in section 706 of the Act. y. Services and activities provided under this Act will be administer by oi4 under the supervis•ion of the applicant (sections 105(a)(1)(B) and 205(c) i, z. No funds made available under thc! Act shall be used for lobbying k. activities in violation of 18 USCA 1913. aa-,'4 If -the applicant is••financed by letter of credit: (1) Letter of credit cash dra,•tdowns will o)'1yf be initiated when actually n-odod for its LTA grant(s) disbursement ; (2) Timely roporting of cash disbursements and balances vJ11 be made to the Orange County Manpower Con -mission as required; •., �50 - (3) _if. will imoso i.he '*"'Iwe "Lille ;J of Hniin'l and ;amoulit upon any seconda►-y re Wpients including the furnishing of reports of cash dis- bursements and balances. bb. Eor grants, subgrants, contracts, and subcontracts in excess of $100,000, or where the contracting officer has determined that orders under �an indefinite quantity contract or subcontract in any year will exceed '00-MO , or if a facility to be used has been the subject of a conviction under the Clean Air Act (42 U.S.C. 1857C-8(c)(1)) or the Federal Water Pollu- tion Control Act (33 U.S.C. 1319(c)) and is listed by the Environmental Pro tection Agency (EPA) or is not otherwise exempt, the grantee as that: 1) no facility to be utilized in the performance of the proposed grant has been listed on the EPA List of Violatin'g Facilities; 2) it will notify the ` Orange County Manpo.•rer Commission, prior to a.,;ard, of the receipt of any communication from the Director, Office of federal Activities, U. S. Environ- mental Protection Agency, indicating that a facility to -be utilized for the ' grant is under consideration to be listed on the EPA List of Violating Facili- ties; and 3) it will include substantially ,his assurance, including this third part, in every non-exempt subgrant, contract, or subcontrac'�. B.- Additional Assurances for Title I Procrams In carrying out programs under Title I of the Act, the applicant assures and certifies that: J 1. Manpo-e.er services, including job development, will be provided to thos most in need of them including low income persons and persons of limited English-speaking ability, and that the need for continued funding of programs r of demonstrated effectiveness is consid6red in serving such persons (section �.. 105(a)(1)(D)) 2. Programs of institutional still traininc shall be designed for- occupa- tions in which skill shortages exist (section 105(a)(6)). 3. The plan meets all the requirements of section 105(a) and the applicant will comply with all provisions of the Act (section 105(b))• (L Yir I) iiLii.C: ;,I1Cii Grl"1'f►i(JCil)(?171<S c!`; iIr't' i7)`t?S(:r1b�'(i by r'i'tj:llitt 10n Lo assist tho C�owtv, County h4t►► pow•or Comuissioliw carrying out its responsi- bilities u►►di: sections 1.05 and 108 of the Act (section 105(a)(7)). 5. Special consideration w•�i ll be given to the needs of eligible dis- r ! abled veterans, special veterans, and veterans who serefed in the Armed Force, and who received other than a dishonorable discharge within four years before the date of -their application. Each program operator in selecting participar. fQr programs funded under Title I of the Act, shall take into consideration . the extent that such veterans are available in the area. Specific effort should be made to develop appropriate full or r_-rt-time opportunities for such veterans. The program operator should utilize "he assistance of the. �. State and local veterans employment service representative in formulating it's program objectives. On a continuitg ar., timely basis, information on job•vacancies and training opportunities funded under Title I of the Act shall be provided to the State ► and local veterans employment service representative for the purpose of dis- seminating information to eligible veterans (section 104(b) of Emergency Jobs and Unemployment Assistance Act of 1974) 6. Appropriate arrangc;,zent:s will be made to promote maximum feasible use of apprenticeship and other on-the-job training opportunities available under section 1787 of title 38, United States Code. C. Additional Assurances Relating to Public Serwtice Et►rplo.?'►rent F'ro�ar�►s For public service employment activity, the applicant further assures and • . certifies that: ;, .. 1♦f ' �.�.:/ 1. � . • I ..,! • ♦ .. .r . •:.. ♦ r.- f•:. \ 1, � ., .!. ,, \.... .. '-P.r ,.. .: 3. . af. •.•.. . r.r r. 4 ..\'r ' 1. Special col idcration still be given to tiwe filling of,lobs which pro- vide sufficient prospects for advancement or suitable cotrtinui.d ci,q)loyc►rent by providing compl c► en tawny training and manpower services designed to (1) promote the %ridyance►{rent of participants to employment or training Cf})J)0r,ttttl i IS SU i t- able to the individuals involved, whether An the public or private sector of the economy, (z) provide participants faith skills for dhich there is rn ' enticipav,,d hig " 'mond, or, (3) aprtavi�l�. 1)ai-tir: L:; with r;l f-d� vr�lulnncnL shills; cxccp� 'rrr ;re exempt under the provision, of section G04 of the Act, provided, howcver, that nothing contained in this paragraph snail be con- strued to pro,c,lude persons or programs for whom the foregoing goals are not feasible or appropriate (sections 205(c)(4) and 604). .2. To t110 extont feasible, public .service ,jobs shall be provided in occupational fields which are most likely to expand within the public or private sector, as the unemployment rate recedes except where e:<ecrpt under section 604 of the Act (sections.205(c)(6) and 60ti). 3. Special cQnsideration in filling transitional public service jobs will be given 4o unemployed persons who`are the most severely economically } disadvantaged in terms of the length of time they have been unemployed �,rith- ,out assist.;ancc, but such special consideration shall not authorize the hiring ,41 Y of any person when any other person is on lay-off from the same or, any sub- " stantially cquiva.lent job (section 205(c)(7)), .4 ". 4, No funds will be used to hir^ any person to Mill a job opening created by the action of an employer in laying off or terminating the employment of any other regular employee not Supported under the Act in anticipation of fining the vacancy so created by hiring an employee to be supported under the Act (section 205(c)(8)) S. Due consideration will be given to persons who have participated in manpower training programs for whom employment opportunities would not other- wise be imindiately available (sryction 205(c)(9)). , • 6."'Periodic revi.cw procedures cstablisfied pursuant, to section 207(a) of the Act; will be complied with (section 205(c)(17)) 7. Agencies and inStitutions to Wh(,9J finOnCi,ll assistance is 111,1de avail- able under this title have undertaken or will undertake, analyscs of job descriptions and reevaluations and, rihere shown necessary, revisions of quall fication requirements at all levels of emplo,"nrent:, inchu�i,-,g civ;1 Service r Qyurrtrmcnts and practices relating thereto,. in accordance ►-Iii-h regulation prescribed bemire Orange County Manpower Col*;sign, with a view tot.rard re- �' movingartificialharriers I.o public employment of those t'rho►n it is the pur- pose of the Act to assist (section 205(c) (1S)) , 8• Where appi,opriate, it will maintain or provide linkages with upgradi► and other manpower programs for the purpose of (1) providing those persons employed in public service jobs who Cant to pursue work with the employer, it the'*same or similar work, with opportunities to do so and to find permanent -,- upwardly mobile careers in that field,,and (3) providing those persons so employed who do not wish to pursue permanent careers in such field, Frith opportunities to seeks, prepare for, and obtain work. in other fields (section 205(c)(19) and 604). 9 The program will, to the maximum extent feasible, contribute to the elimination of artificial barriers to -employment and occupational advancement including opportunities for the disadvantaged (section 205(c)(21)). 10. Not more than one-third of the participants in the program will be employed in a bona fide professional capacity (as such term is used in sectio: 13(a)(1) of the Fair Labor Standards Act of 1938), except that this,paragrapir shall not be applicable in the case of participants employed as classroom teachers, and the Orange County Manpower Comimi s s i on ►nay t';a i ve this l i mi tati or, in exceptional circumstances (section 205(c)(2.2)), 11. Jobs will be allocated equitably to local govern►iitints and agencies taking into account the number, of unemployed persons within their jurisdi cti o., and the needs of the agencies (section 205(c)(23)), 12. The jobs in each promotional line it) do tray i nfri rlge upo►r the lxron10= tional opportunities Vrlrich World otherwise be available to persons curreotly employed in public service jobs not subsidized under the Act, and assure that no jib will be filled in other than an entry l cvel position in each job category u,jt;il applicable personnel procedures and collective bargaining l agreements have been complied with (section 205(c)(24)), 13. dubl. are ill addi Lion Lo LhoSP drill 1�AM ftrn(ir I by Lho ponl)or in the absonce Oassistance under the Act (sec.lron 2015(c)(24)). 14. Persons, employed in public service jobs under this Act shall be, pain wages wjliCjj.shall not be lower titan whichcver is the highest of: a. The minimum hourly wage set out i;i section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended; b. The State or local minimurn wage for the most nearly comparable covered employment;. c. The prevailing rate of pay for persons employed in similar public { occupations by the same eroployer (section 208(a));.. .d. Tile minimum entrance rate for inexperiencr:ci. arorhers in the same occupation in the establishment, or, if :ire occupation is ne;,r to the establish. mint, the prevailing entrance rate for the occupation among other establishment in the community or area, or any minimum rate required by an applicable collecti bargaining agreement; or e The prevailing rate established by the Orange County ?iarrpo-,ter Commission -in accordance with tf. , Davis -Bacon Act, as amended, for participants involved in employment covered by the Davis -Bacon Act. 15. Special consideration shall be given to eligible disable veterans, • yr. special veterans, and voterans who served in the Artcted forces and who received other than a dishonorable discharge within four years before the date of their application, Each eligible applicant selecting participants for prwjrams .funded under Title I of the act, shall take into consideration- the extent 'that such veterans are available in the area. Specific of ft rt sho!�l d be made to develop appropriate full or .part --time opportunities 'for such veterans In order to inst.rre special, cons ideratioil for veterans, all public serviCC! eatploy_ meat vacancies bnder Title I, except those to which former e►;rplo,}fees are bcirlg recalled, must be listed with the S Late ompl oymurr L service at leas',, ',, 46 hours �t,:..t.t„•�Il�l 10LIIV ly'� i S111)(141y5 a and ilul iday!i) bCfore SlJ4h Vacalides '11.0 1111C.d During this p(,. d, rho employnl..,nl Service m,i*fler thuse veterans specified •, "" above. If sufficient• nu!1►ber's of veterans are not available thr: e11i to liens service; upon request, may -also refer members of other significant; segments; All other applicants are to be referred after the 48-hour period (section 205c)(5)). The eligible applicant should utilize N'.' ,,'assistance of State and local veterans employment representatives in formulating its program D • 1 objectives. Each eligible applicant shall, on a continuing and timely basis, provide in- formation on job vacancies and training opportunities funded under Title I of the Act to State and local veterans eriploymeut representatives and to other, veterans organizations for the purpose of disseminating information to elig- ble veterans (section 104(b) of the Emergency Jobs and Unemployment Assistance Act of 1974). Y • .r t ... • ^ , •1•. /; •y.. ...... 5,• .•x• .. w rr.'. .Iv i.. •.. ,.a •,=.:'L• ,. r. ;.c �• .�v,.a BOARD OF DIRECTORS of the ' WESTERN INSTITUTE OF CAREERS, INC. A. Fred Flores- -A successful private entrepreneur, Mr. Flores began his career in the auto industry, advancing from a sales position to become General Manager of a new car dealership in five years. Transferring to the insurance industry, it took Mr. Flores just six years to be promoted from a sales position to Regional Vice President for the Western U.S. with a field force and staff of more than 500 individuals. After an interim period as an actuarial consultant, Mr. F7,ores established "A. Fred Flores & Associates", an. Orange County employee benefit and tax shelter annuity firm, in 1970. The firm provides financial planning assistance to individuals and businesses throughout Southeri. 'alifornia. Along with his flourishing business, Mr. Flores has been actively involved in Orange County public affairs for many years, including service as President of the UCI parents Association; Chairman of the UCI Chancellor's Minority Affa.Lrs and Affirmative Action Advisory Committees; Commissioner of the Orange County Manpower Commission; member of the ROCS Citizen's Committee; Chair of the Orange County 2002 Democratic Club; and more. In addition, Mr. Flores served as Foreman -Pro Tem of the Orange County Grand Jury in 1973 and 1974. Mr. Flores' expertise regarding private business and his knowledge of Orange County public affairs will be very important to the corporation's success. Andrew Murray'Griffin-- Begiraing his business career with a venture employing temporary laborers to unload freight cars (a venture which he built into a successful freight - loading company with 143 employees), Mr. Griffin moved on to the restaurant business and from there into the ministry. He inherited a run-down church in East Los Angeles, rehabilitated the building, and began ministering to the many youth gangs in the area. His work with tb=:se gangs soon led to a growirg demand for his services as a speaker; an appearance as featured guest on Ralph Edvards' "This is Your Life" TV program; and a Freedom's Foundation Award. After service as Public Welfare Commissioner for Los Angeles County, Mr. Griffin turned again ta.the business world, servirg as vice, president of an advertising firm, vice president of Golden West Airline, and vice president ct a Bakersfield bank which Laxpanded to more than 20 branches in just a few years.: Mr. Griffin created and directs "Live and Lead" seminars, helping young people develop leadership and management sk-Ills. He also is directly involved in the construction industry, building affordable housing for Orange County families Mt. Griffin's wide --ranging business and community service experience will be of great benefit in establishing and administering the policies of the corporation; a Richard A. Barlow -- Mr. Harlow has extensive experience in the administration of local govern- ment and public affairs which will be vital to the success of the corpora- tion. Beginning as a Planning Aide in 1960, Mr. Harlow advanced within the City of Huntington Beach through several positions to become Planning Director and, in 1978, :assistant City Administrator. During this time the City's population grew from 11,500 to 165,000. In the Planning Department Mr. Harlow was clodely involved with most of the major land developments which made this growth possible, working directly with the City Council, its Boards and Commissions, and community organizations. Mr. Harlow's duties as Assistant. City Administrator included assisting City Administrator in implementing the policies of the City Council,; formulating policy for the operation of City Departments; directing activities of the Administrative Divisions; and coordinating inter -departmental activities. Mr. Harlow was also responsibIQ for oversight of CETA program administration, and provided valuable assistance and direction regarding inter -relationships between. CETA operations and other City Departments. At present Mr. Harlow serves as Executive Director of the Orange County Building industry Associa- tion, and thus his contribution to the corporation will. include expertise in the area of successful business practices. Bob Kushner -- With extensive training and experience in fiscal management, accounting, and auditing, Mr. Kushner will play an important part in the corporate decision - making process. Mr. Kushner's ini ftal employment experience was with Peat, Marwick, Mitchell'& Co. in Los Angeles for five years, concentrating largely r on governmental auditing. Along with other engagements, Mr. Kushner served as the in -charge accountant for the annual audits of the City of Huntington Beach and the Public Facilities Corporation. As such it was his responsibility to direct the audit process, make appropriate recommendations for correction of deficiencies in the accounting ,system, and ensure that customary procedures were properly implemented. ;:subsequently 'Mr. Kushner was associated with Harris, Kerr, Forster, & Co. in a management capacity for two years. At present are is a partner in the firm of Hansen, Ross, and Kushner, CPA's. Mr. Kushner is an active participant in the Municipal Finance Officers Association and other municipal. organiza- tions, and will furnish, to the corporation a high level ol• expertise in financial management and accounting. Jack N. Miller Mr'.'Miller brings a unique and valuable blend of financial marketing and planning experience to the corporation.. Mr. Miller served in the U.S. Army from 1968 to 197' and was promoted to Captain within 2 years, becoming the youngest officer of that rank in Thailand. As such he served as staff officer to the Arr:y's commanding generals in both,Jap-n and Thailand. After completing his military service, Mr. Miller was employed as a financial consultant by Merrill Lynch, Pierce, Fenner, and Smith, with responsibilities including development of corporate and individual clients' investment portfolios. Moving on to Connecticut General Financial, Mr. Miller assumed financial planning responsibilities both for businesses (e.g., merger/acquisition r� M w •RP studies, sale/'leaseback analysis, stock redemption and cross -purchase planning, employee benefit analysis, etc.) and for individuals (e.r- , insurance and securities analysis, retirement planning,, tax -saving devices, etc.). At present M•c. Miller employed as Assistant v4-ce PresideiiL of Union Bank, responsible for developing new corporate clients. His success in financial marketing to businesses is indicated by more than $4 million in additional deposits which he has generated in just 18 mor_ns. Mr. Miller's special knowledge regarding financial matters will add a valuable dimension to the corporation. DRAFT July 27, 1979 DRAF'1 "?G Commission,3r Gail.ardo, Chairman Orange Co�.nty Manpower Commission s 433 Civic Center Drive West Santa Ana rA 92701 Dear Mr. Gallardo : "" As directed by the Huntington Beach City Coun-il at their regular meeting on Monday„ August 6, 1979, I am hereby informing you that the C'ty of ::untingtor_ Beach has decided to re:urn all CETA funds allocated to serve I Huntington Be`�,h residents to the Orange County Manpower Commission, and has 5 furthermore officially designated, the "Western Institute of Careers, Inc.", private, non-profit, tax-exempt Orange County corporation, as the Prime Eligible agency for Huntington. Beach CETA il;rograms, replacing the City of y Huntington Beach Employment and Training Administration. As Prime Eligible the Western Institute of Careers will be respons3F;le for �- planning and mana.6amerit of r' TA funds and prograr'"s for, City residents. " .is action is to take ,� I fect uporl t" -, execut3 sn of the appropriate Agreement(s) be'twt-n the Orange County Manpower Commi.sp,;cn and the Western Institute of raj_,ers and the subseglient inauguration ofi operations of the corporation. 7 If you have any ejestions regarding thita matter, p1sase contact me. Thank you for your c ooperat3.on. Sincerely, Floyd G. Belsito City Adminisi`rator FGB trg AGREEMENT to Provide CETA Services to Huntington Beach Residents This Agreement is entered into by and between the'Orange-County Manpower Commission, Prime Sponsor for the County of Orange under the Comprehensive Employment and Training Act of 1973 (P.L. 93-203) as amended, hereinafter 'known as "COMMISSION"; and the Western Institute of Caeers, Inc., a private, non-profit, tax-exempt corporation, herein- after known as "CORPORATION". Witnesseth: WHEREAS, the Comprehensive Employment and Training Act (CETA) Amendments of 1938 have-,ncrease.d the level of private sector participa- tion in CETA program planning and operations; and WHEREAS, additional requirements for training of CETA participants and reduced funding for public service programs have negatively affected the agility of public agencies to effectively prov Vie CETA services: and WHEREAS, in light of the above factors, the City of Huntington Beach has officially recognized the benefits inherent in withdrawing from its present direct involvement in CETA programs; and WHEREAS, the Cit:, of Huntington Beach has further recognized that removing itself from such direct involvement will result in cost savings through increased program flexibility, the ability to incorporate private training services in CETA programs, the capacity to serve more clients, and by decreasing the City's -redirect costs which are: CETA-related (i.e., admXnirtrativa and staff support; time spen* it, acc(.unting and auditing; insurance and compensation policies for staff and participants; and liability for CETA funds, except insofar as the Clay is jointly and severally liable as a signatory to the "Joint E;,ercise of. Powers Agreemeat" (as amend,2d) which created the COMMISSION); and WHEREAS, the City of Huntington Bea�rh has for these reasons delegated responsibility for administrative ovzrsAght of Huntington Beach CEV programs back to the COMMISSIONS w '-h the stipulation that the CORPORATION be designated the CETA Prune Eligible agency for the City of Huntington Beach; and WE1"REAS, the COMMISSION baa officially endorsed this arrangement for continuing the provisitn of *!'TA services to Huntington Beach rec dents; NOW, T11EREFQRE, in consideration of the mutual tarms and condit.ons hercj.nai, tQr set forth, it is agreed as follows: 1.. Purpose. The purpose of this Agreement is to establish an appropriate contractual relationship between the CORPORATION as herein described and the COkt_MTSSION, to ensure the continued"delivery of CETA services to Huntington Beach residents by the CORPORATION. 2, Term, This kgreement shall become binding u+on L,yth parties hereto through September 30, 1980 o;.o.ty upon execution hereof by both parties. Furthermor , it is the intent. of both partieE that subsequent extensions of this Agreement w.. 1 be considered in conjunction with and for the same term as the "Joint Exercise of Powers.Agr.eem nt" (as amended) which created fhe-COMMISSION, The Agreement here .3at forth. _­ be er_tended only upon extension of participation by the City of Huntington Beach in said "Joint Exercise of Lowers Agreement" and for a term not longer than the City's said extension. However, regaxdleso of City action, nothing in this Agreement shall obligate either party hereto to extend this Agreement beyond the above -mentioned date of termination. 3. Corporate Status and Structure. The COMMISSION will designate the CORPORATION the CETA Prime Eligible service provider for residents of Huntington Beach. The chief administrative officer of the CORPORATION will similarly be designated the Huntington Beach Manpower Planner, with attendant powers and responsibilities. A. Board of Directors. The CORPORATION will be governed by a Board of Directors composed of experienced business persons and community leaders. This Board will b� responsible for setting CORPORATION policies in keeping with + rporate By -Laws, and for appointing the chief administrative icer of the CORPORATION, The Board of Directors assures and certifies that: (1) The CORPORATION will comply with the requirements of the Comprehensive Employment and Training Act of 1973 as amended and with the regulations and policies promulgated thereunder; and (2) The CORPORATION will comply with OM3 Circular A-95 and Federal Management Circulars 74--4 and "74-7 as they relate to functions such as the utilization of funds, the operation of programs, and maintenance of records, books, accounts, and other documents required by CETA. B. Chief Administrative Officer. The chief administrative officer of the CORPORATION will serve at the pleasure of the Board of Directors and will be administratively responsible to the Board for all functions of the CUPOP MON. The chief administrative officer will be authorized by the Board of Directors to act for the CORPORATION in all matters related to CETA operations and administra- tion, in accordance with the By -Laws of the CORPORATION, G, Sta,ffiny;. Administrative and nrogram staff will be: responsible to the chief adm:.nistrative offic._,, of the W "ORATION. Such staff will be organized and assigned duties in like manner as the Employment and Trai.t:tng Administration which the CORPORATION replaces (see attached organization. chart), dependent on the level of funding available and within Federal guideline- provided by the COMMISSION regarding maximum administrative costs. 4. Fair Employment Practices. The CORPORATION will be responsible for compliance with Title VI and Title VII of the Civil Rights Act of 1964 and with all other applicable Acts of Congress a:d Executive Orders prohibiting discrimination and mandating equal employment opportunity and affirmative action in Federalay-supported programs. Insurance and Bondirl&. The CORPORATION T:=ill ensure that Worker's Compensation is provided for all program staff and _participants. %n addition, the CORPORATION will provide, in such amounts as are required by ti, COMMISSION, property and vehicular damage insurancc, general liability insurance, persr,,nal liability insurance, fidelity bonding, and such other insurance and bonding as is required by the COMMISSION for programs operated he~�-nder. The COMMISSION shall not be bound to provide funds to the _JRPORATION for any program operated hereunder unless and until the insurance and bonding required by the COMMISSION is obtained. 6. Program Funding. A. Source and Purpose of Funds. The CORPORATION will perform the Manpower Planning function in place of the City of Huntington Beach, allocating such CETA funds as are provided by the COMMISSION for Huntington Beach residents to training programs, to 'the City, and to other subcontractors as appropriate to provide the most cost- effective mix of CFTA services available. B. Safeguarding of Funds. The CORPORATION hereby certifies that the following will be implemented to ensure the effective use of funds: (1) adequate administrative and accounting controls; (2) personnel standards and policies; (3) programmatic evaluation procedures; and (4) safeguards to prohibit employees from using their positions for a purpose that is ar gives the appearance of being motivated by a desire ror private gain for themselves or others, particularly those with whom they have family, business, or other ivies. 7. Property and Services. Rental„ lease, lease/option, and/or puricase of facilities, supplies, equipment, and services necessary to the proper conduct of CETA prograir,s operated hereunder will be the responsibility of the CORPORATION. In this regard, the CORPORATION will renegotiate and assume all agreements into which. the City of Huntington Beach has entered with respect to -,existent CETA program operations, including the. attendant liabilities. title to property acquired in whole or in parr with CETA funds allocated to the CORPORATION by the COMMISSION under this Agreement shall vest in the COMMISSION subject to divestment at the option of the COMMISSION. 8. Subcontzacting. The CORPORATION will comply w.th all applicable Federal and COMMISSION guidelines for subcontracting and bidding or s,:rvices which will not 'e directly provided by the CORPORATION. 9. Recordkeeping and Reporting;. The CORPORATION will maintain records and provide access to them as necessary `or review by the COWISSION to I ensure funds are being expended in accordance with the purposes axed provisions of CETA. T'he CORPORATION will also submit, at such times and in such form as may be prescribed, such reports as the COMMISSION may reasonably requ`re. 10. Hold HarSnless. Mh CORPORATION hereby agrees to hold ha+mless, defend, and indemnify the COMMISSION an6 its agents, officers, and employees from and against any legal liability which arises out of CORPORATION errors, omissions to ,act, or negligent performance relating to the services provided hereunder. 11. Compliance. The CORPORATION hereb,r certifies that it will comply with the requirements of the Uniform Relocation Assistance and Real Property Acquisition Act, which provide for equitable treatment of persons displaced as a result of Fede,<al and Federally -assisted programs; with tYe Hatch Act, which limits the politi,:al activities of employees; and with all limitations and requirements of CETA which are applicable to programs operated by the CORPORATION with funds provided hereunder. 12. Amendments. This Agreement may be amended only by u tten amendment approved by both the COMMISSION and the CORPORATION. 13. „a...,.c�..�a4�an, 1'hs Agxee!rient shall remain in effect during the complete terin for which it is approved unless and until it is canceled by the COWISSION or the CORPORATION, Such cancellation shall be in keeping with established COMMISSION Special. Provisions- and Conditions regarding Cancellations or Modifications. Cancellation of this Agreement may also be effected. by-esolution of the City of Huntington Beach to reassume CETA administ..ativo and operational responsibility. Any r ancei,l.ation of this Agreement must be by official action of the governing body of the COMMISSION, the CORPORATION, or H-e City, and will become effective 90 days after written notification of such action Is provided to the governing body or the COMMU SION5 the CORPORATION, and the City, except as otherwise provided in the above -referenced Special Provisions and Conditions. 1.4. Severability, Should a.ty part, term, provision, or portion of this Agreement be decided to be in conflict with any law of the State of California or otherwise unenforceable, or ineffectual., the vaJ ld.t of the remaining parts, terms, provisions, or portions shall be deemed severable and shall not be affected thereby, providing such remaining portions or provisions can ba construed in substance to c-nstitute the Agreement into whichthe pat,.,,Les intended to enter in the first instance. APPROVED for the COMMISSION by: Typed Name and Tide Signa "tire Date APPROVED for the CORPORATION by: Typed Name and Title Signature Date