HomeMy WebLinkAboutORANGE, COUNTY OF SOCIAL SERVICES4
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
INSURANCE NOT REWIRED
WORK MAY PROCEED
CLERK OF COUNCIL
hPTC•
Return OR;GPikL
PXECI_;:, r� t0 COTC,
A-30
AGREEMENT
BETWEEN
COUNTY OF ORANGE
AND
CITY OF SANTA ANA
FOR THE PROVISION OF VOCATIONAL TRAINING AND PAID WORK
A-2020-072
This AGREEMENT, entered into this 1 st day of July 2020, which date is particularized for
purpose of reference only, is by and between the COUNTY OF ORANGE, hereinafter referred to
as "COUNTY," and CITY OF SANTA ANA, a Charter city and Municipal Corporation, hereinafter
referred to as "CONTRACTOR." This Agreement shall be administered by the County of Orange
Social Services Agency Director or designee, hereinafter referred to as "ADMINISTRATOR."
WITNESSETH:
WHEREAS, COUNTY desires to contract with CONTRACTOR for the provision
vocational training and paid work experience; and
WHEREAS, CONTRACTOR agrees to render such services on the terms and conditions
hereinafter set forth;
WHEREAS, such services are authorized and provided for pursuant to California Welfare
and Institutions Code Section 11200 et seq., also known as the California Work Opportunity and
Responsibility to Kids (CaIWORKS) Act of 1997.
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
///-InsoY-0
No% Pequi(ed
REVIEWED & APPROVED
By Risk MANAGEMENT DivisioN
AP(N 2020
WGM0319 Page 1 of40 ANgiE4-40020
2
rd
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
TABLE OF CONTENTS
1.
TERM................................................................................................................................4
2.
ALTERATION OF TERMS...............................................................................................
4
3.
STATUS OF CONTRACTOR............................................................................................
4
4.
DESCRIPTION OF SERVICES.........................................................................................
5
5.
LICENSES AND STANDARDS........................................................................................5
6.
DELEGATION AND ASSIGNMENT/CHANGE OF OWNERSHIP .................................
6
7.
SUBCONTRACTS.............................................................................................................7
8.
FORM OF BUSINESS ORGANIZATION/NAME CHANGE ............................................
8
9.
NON-DISCRIMINATION...............................................................................................
10
10.
NOTICES.........................................................................................................................14
11.
NOTICE OF DELAYS.....................................................................................................
14
12.
INDEMNIFICATION......................................................................................................
15
13.
INSURANCE...................................................................................................................
15
14.
NOTIFICATION OF LITIGATION, INCIDENTS, CLAIMS, OR SUITS ........................
20
15.
CONFLICT OF INTEREST.............................................................................................
21
16.
ANTI -PROSELYTISM PROVISION...............................................................................
21
17.
SUPPLANTING GOVERNMENT FUNDS.....................................................................
22
18.
EQUIPMENT...................................................................................................................22
19.
BREACH SANCTIONS...................................................................................................
23
20.
PAYMENTS....................................................................................................................
24
21.
OVERPAYMENTS..........................................................................................................
26
22.
OUTSTANDING DEBT...................................................................................................
26
23.
REVENUE.......................................................................................................................26
24.
PROGRAM INCOME ......................................................................................................27
25.
FINAL REPORT..............................................................................................................27
26.
INDEPENDENT AUDIT.................................................................................................
28
27.
RECORDS, INSPECTIONS, AND AUDITS....................................................................
29
28.
PERSONNEL DISCLOSURE..........................................................................................
31
29.
CHILD AND DEPENDENT ADULT/ELDER ABUSE REPORTING .............................
33
30.
NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED
BABY
LAW...............................................................................................................................
34
31.
CONFIDENTIALITY......................................................................................................
34
32.
SECURITY......................................................................................................................35
33.
COPYRIGHT ACCESS....................................................................................................
37
34.
WAIVER..........................................................................................................................37
35.
SERVICES DURING EMGERNCY OR DISASTER.......................................................
38
36.
PUBLICITY, LITERATURE, ADVERTISEMENTS AND SOCIAL MEDIA .................
39
37.
REPORTS........................................................................................................................
40
38.
ENERGY EFFICIENCY STANDARDS..........................................................................
41
39.
ENVIRONMENTAL PROTECTION STANDARDS.......................................................
41
40.
CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE
CERTAIN FEDERAL TRANSACTIONS.......................................................................
41
41.
POLITICAL ACTIVITY..................................................................................................
42
42.
TERMINATION PROVISIONS.......................................................................................
43
43.
GOVERNING LAW AND VENUE.................................................................................
44
44.
SIGNATURE IN COUNTERPARTS...............................................................................
44
Exhibit A
1.
PURPOSE..........................................................................................................................
1
2.
POPULATION TO BE SERVED.......................................................................................
2
3.
GOAL, STRATEGIES AND OUTCOME OBJECTIVES ..................................................
3
4.
CONTRACTOR RESPONSIBILITIES..............................................................................
4
WGM0319
Page 2 of 40
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
5. OUTSIDE CONTACTS .........................................
6. FACILITIES...........................................................
7. REPORTING REQUIREMENTS ...........................
8. PERFORMANCE MONITORING AND REVIEW
9. QUALITY CONTROL ...........................................
10. WELFARE FRAUD ...............................................
11. HANDLING COMPLAINTS .................................
12. HOURS OF OPERATION .....................................
13. BUDGET...............................................................
14. STAFF....................................................................
................................................13
........................................I.......13
................................................14
................................................15
................................................16
................................................17
................................................17
................................................18
............................................I...19
................................................
23
WGM0319
Page 3 of 40
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
The term of this Agreement shall commence on July 1, 2020, and terminate -on ]un:.
2022, unless earlier terminated pursuant to the provisions of Paragraph 42 of this Agreement;
however, CONTRACTOR shall be obligated to perform such duties as would normally extend
beyond this term, including, but not limited to, obligations with respect to indemnification, audits,
reporting and accounting. CONTRACTOR and ADMINISTRATOR may mutually agree in
writing to extend the term of this Agreement, for up to twelve (12) additional months upon the
same terms and conditions, provided that COUNTY's maximum obligation as stated in
Subparagraph 20.1 of this Agreement does not increase as a result.
2. ALTERATION OF TERMS
2.1 This Agreement, including any Exhibit(s) attached hereto and incorporated by
reference, fully expresses all understandings of the parties and is the total Agreement between the
parties as to the subject matter of this Agreement. No addition to, or alteration of, the terms of this
Agreement, whether written or verbal, are valid or binding unless made in the form of a written
amendment to this Agreement which is formally approved and executed by both parties.
2.2 The various headings, numbers, and organization herein are for the purpose of
convenience only and shall not limit or otherwise affect the Agreement.
3. STATUS OF CONTRACTOR
3.1 CONTRACTOR is, and shall at all times be deemed to be, an independent
contractor, and shall be wholly responsible for the manner in which it performs the services
required of it by the terms of this Agreement. Nothing herein contained shall be construed as
creating the relationship of employer and employee, or principal and agent, between COUNTY
and CONTRACTOR or any of CONTRACTOR's agents or employees. CONTRACTOR assumes
exclusively the responsibility for the acts of its employees or agents as they relate to services to be
provided during the course and scope of their employment.
3.2 CONTRACTOR, its agents, and employees shall not be entitled to any rights and/or
privileges of COUNTY employees, and shall not be considered in any manner to be COUNTY
employees.
WGM0319
Page 4 of40
3-31-2020
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
4. DESCRIPTION OF SERVICES
4.1 CONTRACTOR agrees to provide those services, facilities, equipment, and
supplies, as described in the Exhibit A to the Agreement between COUNTY and CONTRACTOR
for the Provision of Vocational Training (VTR) and Paid Work Experience (Paid WEX), attached
hereto and incorporated herein by reference. CONTRACTOR shall operate continuously
throughout the term of this Agreement with the number and type of staff described and as required
for provision of services hereunder.
4.2 Subject to thirty (30) days advance written notice, ADMINISTRATOR may require
changes in staffing allocations to reflect current workload demands or service needs as long as
COUNTY's maximum obligation, as set forth in this Agreement, is not exceeded.
4.3 Upon the request of ADMINISTRATOR, CONTRACTOR shall send appropriate
staff to attend an orientation session and subsequent training sessions given by COUNTY.
5. LICENSES AND STANDARDS
5.1 CONTRACTOR warrants that it and its personnel, described in Paragraph 28 of
this Agreement, who are subject to individual registration and/or licensing requirements, have all
necessary licenses and permits required by the laws of the United States, State of California
(hereinafter referred to as "State"), County of Orange, and all other appropriate governmental
agencies to perform the services described in this Agreement, and agrees to maintain, and require
its personnel to maintain, these licenses and permits in effect for the duration of this Agreement.
Further, CONTRACTOR warrants that its employees shall conduct themselves in compliance with
such laws and licensure requirements, including, without limitation, compliance with laws
applicable to sexual harassment and ethical behavior. CONTACTOR must notify
ADMINISTRATOR within one (1) business day of any change in license or permit status (e.g.,
becoming expired, inactive, etc.).
5.2 In the performance of this Agreement, CONTRACTOR shall comply with all
applicable provisions of the California Welfare and Institutions Code (WIC); Title 45 of the Code
of Federal Regulations (CFR); implementing regulations under 2 CFR Part 200, Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Title
WGM0319 Page 5 of40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
48 CFR Section 31.2; and all applicable laws and regulations of the United States, State of
California, County of Orange, and County of Orange Social Services Agency, and all
administrative regulations, rules, and policies adopted thereunder, as each and all may now exist
or be hereafter amended.
5.2.1 For federally funded Agreements in the amount of $25,000 or more,
CONTRACTOR certifies that its officers and/or principals are not debarred or suspended from
federal financial assistance programs and/or activities.
6. DELEGATION AND ASSIGNMENT/CHANGE OF OWNERSHIP
6.1 Delegation and Assignment
6.1.1 In the performance of this Agreement, CONTRACTOR may neither
delegate its duties or obligations nor assign its rights, either in whole or in part, without the prior
written consent of COUNTY. Any attempted delegation or assignment without prior written
consent shall be void. The transfer of assets in excess of ten percent (10%) of the total assets of
CONTRACTOR, or any change in the corporate structure, the governing body, or the management
of CONTRACTOR, which occurs as a result of such transfer, shall be deemed an assignment of
benefits under the terms of this Agreement requiring COUNTY approval.
6.1.2 COUNTY reserves the right to immediately terminate the Agreement in the
event COUNTY determines that the assignee is not qualified or otherwise acceptable to COUNTY
for the provision of services under the Agreement.
6.2 Change of Ownership
CONTRACTOR agrees that if there is a change or transfer in ownership of
CONTRACTOR's business prior to completion of this Agreement, and COUNTY agrees to an
assignment of the Agreement, the new owners shall be required, under the terms of sale or other
instruments of transfer, to assume CONTRACTOR's duties and obligations contained in this
Agreement and complete them to the satisfaction of COUNTY.
7. SUBCONTRACTS
7.1 CONTRACTOR shall not subcontract for services under this Agreement without
the prior written consent of ADMINISTRATOR. If ADMINISTRATOR consents in writing to a
WGM0319 Page 6 of40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
subcontract, in no event shall the subcontract alter, in any way, any legal responsibility of
CONTRACTOR to COUNTY. All subcontracts must be in writing and copies of same shall be
provided to ADMINISTRATOR. CONTRACTOR shall include in each subcontract any provision
ADMINISTRATOR may require.
7.1.1 Subcontracts of $50,000 or less
7.1.1.1 CONTRACTOR shall develop a standard form Purchase Order,
subject to prior written approval of ADMINISTRATOR, to be utilized for the purchase of services
by CONTRACTOR when the cumulative total cost of the services to be provided by any
organization is anticipated to fifty thousand dollars ($50,000) or less during the term of this
Agreement. The basis for costs incurred by any such Purchase Order(s) shall be the actual cost of
providing services or the usual and customary charges established by the organization(s) providing
the services.
7.1.2 Subcontracts in excess of $50,000
7.1.2.1 CONTRACTOR shall develop and submit for approval to
ADMINISTRATOR a system for the procurement of subcontracts with any organization in which
the total cumulative cost of services provided by any single organization is anticipated to exceed
fifty thousand dollars ($50,000) during the term of this Agreement. CONTRACTOR's proposed
procurement system shall take into consideration such factors as: degree of price competition;
pricing policies and techniques; experience and quality of service; methods of evaluating
subcontractor responsibility; relationship of subcontractor to CONTRACTOR; and planning,
award, and post -award management of subcontracts, including internal audit procedures and
monitoring of subcontractor's performance until completion of services.
7.1.2.2 Upon ADMINISTRATOR's approval of CONTRACTOR's
proposed procurement system, CONTRACTOR shall comply with such procurement system in
obtaining subcontracts with a total cost in excess of fifty thousand dollars ($50,000) during the
term of this Agreement. In addition, CONTRACTOR shall obtain ADMINISTRATOR's written
consent prior to entering into a subcontract with any organization when the total cumulative cost
of services to be provided by that organization is anticipated to exceed fifty thousand dollars
WGM0319 Page 7 of40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
($50,000) during the term of this Agreement.
7.1.2.3 CONTRACTOR and its subcontractor(s) shall establish and
maintain accurate and complete financial records related to services provided under the terms of
this Agreement. Such records may be subject to the satisfaction of ADMINISTRATOR, and to
the examination and audit by ADMINISTRATOR or designee, for a period of five (5) years, or
until any pending audit is completed.
8. FORM OF BUSINESS ORGANIZATION/NAME CHANGE
8.1 Form of Business Organization
Upon the request of ADMINISTRATOR, CONTRACTOR shall prepare and
submit, within thirty (30) days thereafter, an affidavit executed by persons satisfactory to
ADMINISTRATOR, containing, but not limited to, the following information:
8.1.1 The form of CONTRACTOR's business organization, i.e., proprietorship,
partnership, corporation, etc.
8.1.2 A detailed statement indicating the relationship of CONTRACTOR, byway
of ownership or otherwise, to any parent organization or individual.
8.1.3 A detailed statement indicating the relationship of CONTRACTOR to any
subsidiary business organization or to any individual who may be providing services, supplies,
material, or equipment to CONTRACTOR or in any manner does business with CONTRACTOR
under this Agreement.
8.2 Change in Form of Business Organization
If, during the term of this Agreement, the form of CONTRACTOR's business
organization changes, or the ownership of CONTRACTOR changes, or when changes occur
between CONTRACTOR and other businesses that could impact services provided through this
Agreement, CONTRACTOR shall promptly notify ADMINISTRATOR, in writing, detailing such
changes. A change in the form of business organization may, at COUNTY's sole discretion, be
treated as an attempted assignment of rights or delegation of duties of this Agreement.
RN
Name Change
CONTRACTOR must notify COUNTY, in writing, of any change in
WGM0319
Page 8 of 40
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CONTRACTOR's status with respect to name changes that do not require an assignment of the
Agreement. While CONTRACTOR is required to provide name change information without
prompting from the COUNTY, CONTRACTOR must also provide an update to COUNTY of its
status upon request by COUNTY.
9. NON-DISCRIMINATION
9.1 In the performance of this Agreement, CONTRACTOR agrees that it shall not
engage nor employ any unlawful discriminatory practices in the admission of participants,
provision of services or benefits, assignment of accommodations, treatment, evaluation,
employment of personnel, or in any other respect, on the basis of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, genetic
information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation,
military and veteran status, or any other protected group, in accordance with the requirements of
all applicable federal or State laws.
9.2 CONTRACTOR shall furnish any and all information requested by
ADMINISTRATOR and shall permit ADMINISTRATOR access, during business hours, to
books, records, and accounts in order to ascertain CONTRACTOR's compliance with Paragraph
9 et seq.
9.3 Non -Discrimination in Employment
9.3.1 CONTRACTOR shall comply with Executive Order 11246, entitled "Equal
Employment Opportunity," as amended by Executive Order 11375, and as supplemented in
Department of Labor regulations (Title 41 CFR Part 60),
9.3.2 All solicitations or advertisements for employees placed by or on behalf of
CONTRACTOR shall state that all qualified applicants will receive consideration for employment
without regard to race, religious creed, color, national origin, ancestry, physical disability, mental
disability, medical condition, genetic information, marital status, sex, gender, gender identity,
gender expression, age, sexual orientation, military and veteran status, or any other protected
group, in accordance with the requirements of all applicable federal or State laws. Notices
describing the provisions of the equal opportunity clause shall be posted in a conspicuous place
WGM0319 Page 9 of40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
for employees and job applicants.
9.3.3 CONTRACTOR shall refer any and all employees desirous of filing a
formal discrimination complaint to:
California Department of Fair Employment
2218 Kausen Drive, Suite 100
Elk Grove, CA 95758
Telephone: (800) 884-1684
(800) 700-2320 (TTY)
9.4 Non -Discrimination in Service Delivery
9.4.1 CONTRACTOR shall comply with Titles VI and VII of the Civil Rights
Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1973, as amended; the Age
Discrimination Act of 1975, as amended; the Food Stamp Act of 1977, as amended, and in
particular 7 CFR section 272.6; Title II of the Americans with Disabilities Act of 1990, as
amended; California Civil Code Section 51 et seq., as amended; California Government Code
(CGC) Sections 11135-11139.5, as amended; CGC Section 12940 (c), (h), (i), and 0); CGC
Section 4450; Title 22, California Code of Regulations (CCR) Sections 98000-98413; the
Dymally-Alatorre Bilingual Services Act (CGC Section 7290-7299.8); Section 1808 of the
Removal of Barriers to Interethnic Adoption Act of 1996; and other applicable federal and State
laws, as well as their implementing regulations (including Title 45 CFR Parts 80, 84, and 91; Title
7 CFR Part 15; and Title 28 CFR Part 42), and any other law pertaining to Equal Employment
Opportunity, Affirmative Action, and Nondiscrimination, as each may now exist or be hereafter
amended. CONTRACTOR shall not implement any administrative methods or procedures which
would have a discriminatory effect or which would violate the California Department of Social
Services (CDSS) Manual of Policies and Procedures (MPP) Division 21, Chapter 21-100. If there
are any violations of this Paragraph, CDSS shall have the right to invoke fiscal sanctions or other
legal remedies in accordance with WIC Section 10605, or CGC Sections 11135-11139.5, or any
other laws, or the issue may be referred to the appropriate federal agency for further compliance
action and enforcement of Subparagraph 9.4 et seq.
WGM0319
Page 10 of 40
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
9.4.2 CONTRACTOR shall provide any and all participants desirous of filing a
formal complaint any and all information as appropriate:
9.4.2.1 Pamphlet: "Your Rights Under California Welfare Programs"
(PUB 13)
9.4.2.2 Discrimination Complaint Form
9.4.2.3 Civil Rights Contacts:
County Civil Rights Contact:
Orange County Social Services Agency
Program Integrity
Attn: Civil Rights Coordinator
P.O. Box 22001
Santa Ana, CA 92702-2001
Telephone: (714) 438-8877
State Civil Rights Contact:
California Department of Social Services
Civil Rights Bureau
P.O. Box 944243, M.S. 15-70
Sacramento, CA 94244-2430
Federal Civil Rights Contact:
U.S. Department of Health and Human Services
Office of Civil Rights
50 U.N. Plaza, Room 322
San Francisco, CA 94102
9.4.3 The following websites provide Civil Rights information, publications
and/or forms:
9.4.3.1 http:/hv-,v,,v.cdss ca gov/cdssweb/entres/fonns/En-lisb/PlJB470
.df (Pub 470 -Your rights Under Adult Protective Services)
9.4.3.2 http://,,vww.cdss.ca.gov/inforesources/Civil-Riahts/Your-
WGM0319
Page 11 of40
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Rights -Under -California -Welfare -Program (Pub 13 — Your Rights Under California Welfare
Programs)
9.4.3.3 http://ssa.ocgov.com/about/services/contact/complaints/comply
(SSA Contractor and Vendor Compliance page)
10. NOTICES
10.1 All notices, requests, claims, correspondence, reports, statements authorized or
required by this Agreement, and/or other communications shall be addressed as follows:
COUNTY: County of Orange Social Services Agency
Contracts and Procurement Services
500 N. State College Blvd, Suite 100
Orange, CA 92868
CONTRACTOR: Santa Ana/Santa Ana WORK Center
801. Civic Center Dr., Suite 200
Santa Ana, CA 92701
10.2 All notices shall be deemed effective when in writing and deposited in the United
States mail, first class, postage prepaid and addressed as above. Any communications, including
notices, requests, claims, correspondence, reports, and/or statements authorized or required by this
Agreement addressed in any other fashion shall be deemed not given. The parties each may
designate by written notice from time to time, in the manner aforesaid, any change in the address
to which notices must be sent.
11. NOTICE OF DELAYS
Except as otherwise provided under this Agreement, when either party has knowledge that
any actual or potential situation is delaying or threatens to delay the timely performance of this
Agreement, that party shall, within one (1) business day, give notice thereof, including all relevant
information with respect thereto, to the other party.
12. INDEMNIFICATION
12.1 CONTRACTOR agrees to indemnify, defend with counsel approved in writing by
WGM0319 Page 12 of40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
COUNTY, and hold U.S. Department of Health and Human Services, the State, COUNTY, and
their elected and appointed officials, officers, employees, agents, and those special districts and
agencies which COUNTY's Board of Supervisors acts as the governing Board ("COUNTY
INDEMNITEES") harmless from any claims, demands, or liability of any kind or nature,
including, but not limited to, personal injury or property damage arising from or related to the
services, products, or other performance provided by CONTRACTOR pursuant to this Agreement.
If judgment is entered against CONTRACTOR and COUNTY by a court of competent jurisdiction
because of the concurrent active negligence of COUNTY or COUNTY rNDEMNITEES,
CONTRACTOR and COUNTY agree that liability will be apportioned as determined by the court.
Neither party shall request a jury apportionment.
13. INSURANCE
13.1 Prior to the provision of services under this Agreement, CONTRACTOR agrees to
purchase all required insurance or maintain a program of self-insurance at CONTRACTOR's
expense, including all endorsements required herein, necessary to satisfy COUNTY that the
insurance provisions of this Agreement have been complied with. CONTRACTOR agrees to keep
such insurance coverage, Certificates of Insurance and endorsements on deposit with
ADMINISTRATOR during the entire term of this Agreement. In addition, all subcontractors
performing work on behalf of CONTRACTOR pursuant to this Agreement shall obtain insurance
subject to the same terms and conditions as set forth herein for CONTRACTOR.
13.2 CONTRACTOR shall ensure that all subcontractors performing work on behalf of
CONTRACTOR pursuant to this Agreement shall be covered under CONTRACTOR's insurance
as an Additional Insured or maintain insurance subject to the same terms and conditions as set
forth herein for CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if
subcontractors have less than the level of coverage required by COUNTY from CONTRACTOR
under this Agreement. It is the obligation of CONTRACTOR to provide notice of the insurance
requirements to every subcontractor and to receive proof of insurance prior to allowing any
subcontractor to begin work. Such proof of insurance must be maintained by CONTRACTOR
through the entirety of this Agreement for inspection by COUNTY representative(s) at any
WGM0319 Page 13 of40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
reasonable time.
13.3 All self -insured retentions (SIRS) shall be clearly stated on the Certificate of
Insurance. Any self -insured retention (SIR) in an amount in excess of fifty thousand dollars
($50,000) shall specifically be approved by the COUNTY's Risk Manager, or designee, upon
review of CONTRACTOR's current audited financial report. If CONTRACTOR's SIR is
approved, CONTRACTOR, in addition to, and without limitation of, any other indemnity
provision(s) in the Agreement, agrees to all of the following:
13.3.1 In addition to the duty to indemnify and hold COUNTY harmless against
any and all liability, claim, demand or suit resulting from CONTRACTOR's, its agent's,
employee's or subcontractor's performance of this Agreement, CONTRACTOR shall defend
COUNTY at its sole cost and expense with counsel approved by Board of Supervisors against
same; and
13.3.2 CONTRACTOR's duty to defend, as stated above, shall be absolute and
irrespective of any duty to indemnify or hold harmless; and
13.3.3 The provisions of California Civil Code Section 2860 shall apply to any
and all actions to which the duty to defend stated above applies, and CONTRACTOR's SIR
provisions shall be interpreted as though CONTRACTOR was an insurer and COUNTY was the
insured.
13.4 If CONTRACTOR fails to maintain insurance acceptable to COUNTY for the full
term of this Agreement, COUNTY may terminate this Agreement.
13.5 Qualified Insurer
13.5.1 The policy or policies of insurance must be issued by an insurer with a
minimum rating of A- (Secure A.M. Best's Rating) and Vill (Financial Size Category as
determined by the most current edition of the Bests Key Rating Guide/Property-Casualty/United
States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business
in the State of California (California Admitted Carrier).
13.6 If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the
CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of
WGM0319 Page 14 of 40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
the company's performance and financial ratings.
13.7 The policy or policies of insurance maintained by CONTRACTOR shall provide
the minimum limits and coverage as set forth below:
Coverage
Commercial General Liability
Automobile Liability including coverage for owned,
non -owned and hired vehicles
Workers' Compensation
Employer's Liability Insurance
Network Security & Privacy Liability
Sexual Misconduct Liability
Minimum Limits
$1,000,000 per occurrence
$2,000,000 aggregate
$1,000,000 per occurrence
Statutory
$1,000,000 per occurrence
$1,000,000 per claims made
$1,000,000 per occurrence
13.8 Required Coverage Forms
13.8.1 Commercial General Liability coverage shall be written on Insurance
Services Office (ISO) form CG 00 01 or a substitute form providing liability coverage at least as
broad.
13.8.2 Business Auto Liability coverage shall be written on ISO form CA 00 01,
CA 00 05, CA 0012, CA 00 20 or a substitute form providing coverage at least as broad.
13.9 Required Endorsements
13.9.1 Commercial General Liability policy shall contain the following
endorsements, which shall accompany the Certificate of Insurance:
13.9.1.1 An Additional Insured endorsement using ISO form CG 20 26
04 13, or a form at least as broad, naming the County of Orange, its elected and appointed officials,
officers, agents and employees, as Additional Insureds or provide blanket coverage, which will
state AS REQUIRED BY WRITTEN CONTRACT.
13.9.1.2 A primary non-contributing endorsement using ISO form CG 20
0104 13, or a form at least as broad, evidencing that CONTRACTOR's insurance is primary and
WGM0319 Page 15 of40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
any insurance or self-insurance maintained by the County of Orange shall be excess and non-
contributing.
13.9.2 The Network Security and Privacy Liability policy shall contain the
following endorsements which shall accompany the Certificate of Insurance.
13.9.2.1 An Additional Insured endorsement naming the County of
Orange, its elected and appointed officials, officers, agents and employees as Additional Insureds
for its vicarious liability.
13.9.2.2 A primary and non-contributing endorsement evidencing that
the CONTRACTOR's insurance is primary and any insurance or self-insurance maintained by the
County of Orange shall be excess and non-contributing.
13.10 The Workers' Compensation policy shall contain a waiver of subrogation
endorsement waiving all rights of subrogation against the County of Orange, its elected and
appointed officials, officers, agents and employees or provide blanket coverage, which will state
AS REQUIRED BY WRITTEN CONTRACT.
13.11 All insurance policies required by this Agreement shall waive all rights of
subrogation against the County of Orange, its elected and appointed officials, officers, agents and
employees when acting within the scope of their appointment or employment.
13.12 CONTRACTOR shall notify COUNTY in writing within thirty (30) days of any
policy cancellation and ten (10) days for non-payment of premium and provide a copy of the
cancellation notice to COUNTY. Failure to provide written notice of cancellation may constitute
a material breach of the contract, upon which the COUNTY may suspend or terminate this
Agreement.
13.13 If CONTRACTOR's Network Security & Privacy Liability is a "claims made"
policy, CONTRACTOR shall agree to maintain Network Security & Privacy Liability coverage
for two (2) years following completion of this Agreement.
13.14 The Commercial General Liability policy shall contain a severability of interests
clause also known as a "separation of insureds" clause (standard in the ISO CG 0001 policy).
13.15 Insurance certificates should be mailed to COUNTY at the address indicated in
WGM0319 Page 16 of 40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Paragraph 10 of this Agreement.
13.16 If CONTRACTOR fails to provide the insurance certificates and endorsements
within seven (7) days of notification by CEO/County Procurement Office or ADMINISTRATOR,
award may be made to the next qualified proponent.
13.17 COUNTY expressly retains the right to require CONTRACTOR to increase or
decrease insurance of any of the above insurance types throughout the term of this Agreement.
Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as
appropriate to adequately protect COUNTY.
13.18 COUNTY shall notify CONTRACTOR in writing of changes in the insurance
requirements. If CONTRACTOR does not deposit copies of acceptable certificates of insurance
and endorsements with COUNTY incorporating such changes within thirty (30) days of receipt of
such notice, this Agreement may be in breach without farther notice to CONTRACTOR, and
COUNTY shall be entitled to all legal remedies.
13.19 The procuring of such required policy or policies of insurance shall not be construed
to limit CONTRACTOR's liability hereunder nor to fulfill the indemnification provisions and
requirements of this Agreement, nor act in any way to reduce the policy coverage and limits
available from the insurer.
14. NOTIFICATION OF LITIGATION. INCIDENTS CLAIMS OR SUITS
CONTRACTOR shall report to COUNTY, in writing within twenty-four (24) hours of
occurrence, the following:
14.1 Any instance in which CONTRACTOR becomes a party to any litigation against
COUNTY, or a party to litigation that may reasonably affect CONTRACTOR's performance
under this Agreement. While CONTRACTOR is required to provide this information without
prompting from COUNTY, any time there is a change to CONTRACTOR's litigation status,
CONTRACTOR must also provide an update to COUNTY whenever requested by COUNTY.
14.2 Any accident or incident relating to services performed under this Agreement that
involves injury or property damage which may result in the filing of a claim or lawsuit against
CONTRACTOR and/or COUNTY.
WGM0319
Page 17 of40
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
14.3 Any third party claim or lawsuit filed against CONTRACTOR arising from or
relating to services performed by CONTRACTOR under this Agreement.
14.4 Any injury to an employee of CONTRACTOR that occurs on COUNTY property.
14.5 Any loss, disappearance, destruction, misuse or theft of any kind whatsoever of
COUNTY property, monies or securities entrusted to CONTRACTOR under the term of this
Agreement.
14.6 Any Notice of Contract Breach, or equivalent, received from any entity for whom
CONTRACTOR is providing the same or similar services, under a written agreement, regardless
of service location or jurisdiction.
15. CONFLICT OF INTEREST
15.1 CONTRACTOR shall exercise reasonable care and diligence to prevent any actions
or conditions that could result in a conflict with COUNTY interests. In addition to the
CONTRACTOR, this obligation shall apply to, CONTRACTOR's employees, agents, and
subcontractors associated with the provision of goods and services provided under this Agreement.
The CONTRACTOR's efforts shall include, but not be limited to, establishing rules and
procedures preventing its employees, agents, and subcontractors from providing or offering gifts,
entertainment, payments, loans, or other considerations which could be deemed to influence or
appear to influence COUNTY staff or elected officers in the performance of their duties.
15.2 CONTRACTOR shall notify COUNTY, in writing, of any potential conflicts of
interest between CONTRACTOR and COUNTY that may arise prior to, or during the period of,
Agreement performance. While CONTRACTOR will be required to provide this information
without prompting from COUNTY any time there is a change regarding conflict of interest,
CONTRACTOR must also provide an update to COUNTY whenever requested by COUNTY.
16. ANTI -PROSELYTISM PROVISION
No funds provided directly to institutions or organizations to provide services and
administer programs under Title 42 United States Code (USC) Section 604a(a)(1)(A) shall be
expended for sectarian worship, instruction, or proselytization, except as otherwise permitted by
law.
WGM0319
Page 18 of40
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
17. SUPPLANTING GOVERNMENT FUNDS
CONTRACTOR shall not supplant any federal, State, or COUNTY funds intended for the
purposes of this Agreement with any funds made available under this Agreement.
CONTRACTOR shall not claim reimbursement from COUNTY for, or apply sums received from
COUNTY with respect to, that portion of its obligations which have been paid by another source
of revenue. CONTRACTOR agrees that it shall not use funds received pursuant to this Agreement,
either directly or indirectly, as a contribution or compensation for purposes of obtaining federal,
State, or COUNTY funds under any federal, State, or COUNTY program without prior written
approval of ADMINISTRATOR.
18. EQUIPMENT
18.1 All items purchased with funds provided under this Agreement, or which are
fumished to CONTRACTOR by COUNTY, which have a single unit cost of at least five thousand
dollars ($5,000), including sales tax, shall be considered Capital Equipment. Title to all Capital
Equipment shall, upon purchase, vest and remain in COUNTY. The use of such items of Capital
Equipment is limited to the performance of this Agreement. Upon the termination of this
Agreement,
CONTRACTOR shall
immediately return
any items of Capital
Equipment
to
COUNTY
or its representatives, or dispose of them
in accordance with the
directions
of
ADMINISTRATOR.
CONTRACTOR further agrees to the following:
18.1.1 To maintain all items of Capital Equipment in good working order and
condition, normal wear and tear excepted.
18.1.2 To label all items of Capital Equipment, do periodic inventories as required
by ADMINISTRATOR, and to maintain an inventory list showing where and how the Capital
Equipment is being used, in accordance with procedures developed by ADMINISTRATOR. All
such lists shall be submitted to ADMINISTRATOR within ten (10) days of any request therefore.
18.1.3 To report in writing to ADMINISTRATOR immediately after discovery,
the loss or theft of any items of Capital Equipment. For stolen items, the local law enforcement
agency must be contacted and a copy of the police report submitted to ADMINISTRATOR.
WGM0319
Page 19 of 40
3-31-2020
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
18.1.4 To purchase a policy or policies of insurance covering loss or damage to
any and all Capital Equipment purchased under this Agreement, in the amount of the full
replacement value thereof, providing protection against the classification of fire, extended
coverage, vandalism, malicious mischief, and special extended perils (all risks) covering the
parties' interests as they appear.
18.2 The purchase of any Capital Equipment by CONTRACTOR shall be requested in
writing, shall require the prior written approval of ADMINISTRATOR, and shall fulfill the
provisions of this Agreement which are appropriate and directly related to CONTRACTOR's
service or activity under the terms of this Agreement. COUNTY may refuse reimbursement for
any costs resulting from Capital Equipment purchased which are incurred by CONTRACTOR, if
prior written approval has not been obtained from ADMINISTRATOR.
18.3 Personal Computer Equipment
No personal computers and/or personal electronic devices, such as tablets and
laptop computers, or any component thereof, may be purchased with funds provided under this
Agreement.
19. BREACH SANCTIONS
19.1 Failure by CONTRACTOR to comply with any of the provisions, covenants, or
conditions of this Agreement shall be a material breach of this Agreement. In such event,
ADMINISTRATOR may, and in addition to immediate termination and any other remedies
available at law, in equity, or otherwise specified in this Agreement:
19.1.1 Afford CONTRACTOR a time period within which to cure the breach,
which period shall be established by ADMINISTRATOR; and/or
19.1.2 Discontinue reimbursement to CONTRACTOR for and during the period
in which CONTRACTOR is in breach, which reimbursement shall not be entitled to later recovery;
and/or
19.1.3 Offset against any monies billed by CONTRACTOR but yet unpaid by
COUNTY those monies disallowed pursuant to Subparagraph 19.1.2 above.
19.2 ADMINISTRATOR will give CONTRACTOR written notice of any action
WGM0319
Page 20 of 40
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
pursuant to this Paragraph, which notice shall be deemed served on the date of mailing.
20. PAYMENTS
20.1 Maximum Contractual Obligation
The maximum obligation of COUNTY under this Agreement shall not exceed the
amount of $1,677,928, or actual allowable costs, whichever is less. The annual amount for each
twelve (12) month period is as follows:
20.1.1 .$838;954 for July 1, 2020 through June 30, 2021; and
20.1.2 $83.8,964 for July 1, 2021 through June 30, 2022,
20.2 Allowable Costs
During the term of this Agreement, COUNTY shall pay CONTRACTOR monthly
in arrears, for actual allowable costs incurred and paid by CONTRACTOR pursuant to this
Agreement, as defined in Title 2 CFR Part 200, or as approved by ADMINISTRATOR. However,
COUNTY, in its sole discretion, may pay CONTRACTOR for anticipated allowable costs that will
be incurred by CONTRACTOR for June 2021 and 2022, during the month of such anticipated
expenditure.
20.3 Claims
20.3.1 CONTRACTOR shall submit monthly claims to be received by
ADMINISTRATOR no later than the twentieth (20th) calendar day of the month for expenses
incurred in the preceding month. In the event the twentieth (20`h) calendar day falls on a weekend
or COUNTY holiday, CONTRACTOR shall submit the claim the next business day. COUNTY
holidays include New Year's Day, Martin Luther King Day, President Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day,
Thanksgiving Day, Friday after Thanksgiving Day, and Christmas Day.
20.3.2 All claims must be submitted on a form approved by ADMINISTRATOR.
ADMINISTRATOR may require CONTRACTOR to submit supporting source documents with
the monthly claim, including, inter alia, a monthly statement of services, general ledgers,
supporting journals, time sheets, invoices, canceled checks, receipts, and receiving records, some
of which maybe required to be copied. Source documents that CONTRACTOR must submit shall
WGM0319 Page21 of40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
be determined by ADMINISTRATOR and/or COUNTY's Auditor -Controller. CONTRACTOR
shall retain all financial records in accordance with Paragraph 27 of this Agreement.
20.3.3 Payments should be released by COUNTY within a reasonable time period
of approximately thirty (30) days after receipt of a correctly completed claim form and required
supporting documentation.
20.3.4 Year -End and Final Claims
20.3.4.1 CONTRACTOR shall submit a final claim for each COUNTY
fiscal year, July 1 through June 30, covered under the term of this Agreement, as stated in
Paragraph 1, by no later than August 30`h of each corresponding COUNTY fiscal year. Claims
received after August 30'h of each corresponding COUNTY fiscal year may, at
ADMINISTRATOR's sole discretion, not be reimbursed. ADMINISTRATOR may modify the
date upon which the final claim per each COUNTY fiscal year must be received, upon written
notice to CONTRACTOR.
20.3.4.2 The basis for final settlement shall be the actual allowable costs
as defined in Title 45 CFR and 2 CFR, Part 200, incurred and paid by CONTRACTOR pursuant
to this Agreement; limited, however, to the maximum obligation of COUNTY. In the event that
any overpayment has been made, COUNTY may offset the amount of the overpayment against
the final payment. In the event overpayment exceeds the final payment, CONTRACTOR shall
pay COUNTY all such sums within five (5) business days of notice from COUNTY. Nothing
herein shall be construed as limiting the remedies of COUNTY in the event an overpayment has
been made.
20.3.5 Seventy -Five Percent Authorization Notification:
CONTRACTOR shall maintain a system of record keeping that will allow
CONTRACTOR to determine when it has incurred seventy-five percent (75%) of the total contract
authorizations under this Agreement. Upon occurrence of this event, CONTRACTOR shall send
written notification to ADMINISTRATOR.
21. OVERPAYMENTS
Any payment(s) made by COUNTY to CONTRACTOR in excess of that to which
WGM0319
Page 22 of 40
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CONTRACTOR is entitled under this Agreement shall be repaid to COUNTY, in accordance with
any applicable regulations and/or policies in effect during the term of this Agreement, or as
established by COUNTY procedure. Any overpayments made by COUNTY which result from a
payment by any other funding source shall be repaid, at the discretion of ADMINISTRATOR, to
COUNTY or the funding source. Unless earlier repaid, CONTRACTOR shall make repayment
within thirty (30) days after the date of the final audit findings report and prior to any
administrative appeal process. In the event an overpayment owing by CONTRACTOR is collected
from COUNTY by the funding source, then CONTRACTOR shall reimburse COUNTY within
thirty (30) days thereafter and prior to any administrative appeal process. CONTRACTOR agrees
to pay all costs incurred by COUNTY necessary to enforce the provisions set forth in this
Paragraph.
22. OUTSTANDING DEBT
CONTRACTOR shall have no outstanding debt with COUNTY, or shall be in the process
of resolving outstanding debt to ADMINISTRATOR's satisfaction, prior to entering into and
during the term of this Agreement.
23. REVENUE
23.1 Whenever CONTRACTOR receives any money specifically designated for use in
programs funded through this Agreement, such monies shall be considered a cost off -set and
treated as a reduction against the amount claimed by CONTRACTOR, except for Program Income
as defined in Title 45 CFR Section 92.25, as that section currently exists or may be hereafter
amended. The procedure for designating money as Program Income is set forth in Paragraph 24
of this Agreement.
24. PROGRAM INCOME
It is mutually understood that the State or federal agency responsible for providing the
funding for this Agreement may designate certain revenue of CONTRACTOR as Program Income.
To be designated as Program Income and, therefore, as other than a cost off -set, CONTRACTOR
shall do all of the following:
24.1 Submit a plan to ADMINISTRATOR for the use of any and all proposed Program
WGM0319
Page 23 of 40
3-31-2020
1
2
3
4
5
6
7
8
9
10
it
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Income;
24.2 Set up and maintain a separate bank account for any proposed Program Income and
account for any and all such income received; and
24.3 Report to ADMINISTRATOR any and all Program Income received no later than
thirty (30) days from the date of receipt, record the amount received on internal financial records,
and indicate the amount received on the monthly claim submitted to ADMINISTRATOR.
24.4 ADMINISTRATOR will then forward the plan for the requested use of the
proposed Program Income to the appropriate State and/or federal agencies for approval.
24.5 CONTRACTOR shall not spend any of the proposed Program Income unless or
until such time as ADMINISTRATOR obtains authorization for the use of the Program Income
from the responsible State and/or federal agency and provides CONTRACTOR with prior written
approval for the use of the funds.
24.6 ADMINISTRATOR may issue future policy statements and/or instructions with
respect to Program Income. CONTRACTOR shall immediately comply with such policy
statements and/or instructions.
25. FINAL REPORT
CONTRACTOR shall complete and submit to ADMINISTRATOR a final report within
sixty (60) days after the termination of this Agreement, which shall summarize the activities and
services provided by CONTRACTOR during the term of this Agreement. CONTRACTOR and
ADMINISTRATOR may mutually agree to modify the date upon which the final report must be
submitted. Any agreement must be in writing.
26. INDEPENDENT AUDIT
26.1 CONTRACTOR shall employ a licensed certified public accountant who shall
prepare and file with ADMINISTRATOR an annual organization -wide audit of related
expenditures during the term of this Agreement in compliance with 31 USC 7501 — 7507, as well
as its implementing regulations under 2 CFR Part 200, Uniform Administrative Requirements,
Cost Principles and Audit Requirements for Federal Awards. If CONTRACTOR is not subject to
the aforementioned regulations for any year covered during the term of this Agreement,
WGM0319 Page 24 of40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CONTRACTOR shall provide ADMINISTRATOR an Independent Auditor's Report of
CONTRACTOR's financial statements. The audit must be performed in accordance with
generally accepted government auditing standards. CONTRACTOR shall cooperate with
COUNTY, State, and/or federal agencies to ensure that corrective action is taken within six (6)
months after issuance of all audit reports with regard to audit exceptions.
26.2 It is mutually understood that CONTRACTOR's yearly fiscal cycle covers July 1
through June 30. CONTRACTOR shall provide ADMINISTRATOR copies of organization -wide
audits for each of the fiscal cycles corresponding with the term of this Agreement.
CONTRACTOR shall provide each audit within fourteen (14) calendar days of CONTRACTOR's
receipt. Failure of CONTRACTOR to comply with this Paragraph shall be sufficient cause for
ADMINISTRATOR to deny payment under this or any subsequent Agreement with
CONTRACTOR until such time as the required audit(s) are provided to ADMINISTRATOR.
ADMINISTRATOR may modify CONTRACTOR's audit submission deadline upon notice to
CONTRACTOR.
27. RECORDS, INSPECTIONS, AND AUDITS
27.1 Financial Records
27.1.1 CONTRACTOR shall prepare and maintain accurate and complete
financial records. Financial records shall be retained by CONTRACTOR for a minimum of five
(5) years from the date of final payment under this Agreement, or until all pending COUNTY,
State, and federal audits are completed, whichever is later.
27.1.2 CONTRACTOR shall establish and maintain reasonable accounting,
internal control, and financial reporting standards in conformity with generally accepted
accounting principles established by the American Institute of Certified Public Accountants and
to the satisfaction of ADMINISTRATOR.
27.2 Participant Records
27.2.1 CONTRACTOR shall prepare and maintain accurate and complete records
of participants served and dates and type of services provided under the terms of this Agreement
in a form acceptable to ADMINISTRATOR.
WGM0319
Page 25 of 40
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
27.2.2 CONTRACTOR shall keep all COUNTY data provided to CONTRACTOR
during the term(s) of this Agreement for a minimum of five (5) years from the date of final payment
under this Agreement, or until all pending COUNTY, State, and federal audits are completed,
whichever is later. These records shall be stored in Orange County, unless CONTRACTOR
requests and COUNTY provides written approval for the right to store the records in another
county. Notwithstanding anything to the contrary, upon termination of this Agreement,
CONTRACTOR shall relinquish control with respect to COUNTY data to COUNTY in
accordance with Subparagraph 42.2.
27.2.3 COUNTY may refuse payment for a claim if participant records are
determined by COUNTY to be incomplete or inaccurate. In the event participant records are
determined to be incomplete or inaccurate after payment has been made, COUNTY may treat such
payment as an overpayment within the provisions of this Agreement.
27.3 Public Records
To the extent permissible under the law, all records, including, but not limited to,
reports, audits, notices, claims, statements, and correspondence, required by this Agreement, may
be subject to public disclosure. COUNTY will not be liable for any such disclosure.
27.4 Inspections and Audits
27.4.1 The U.S. Department of Health and Human Services, Comptroller General
of the United States, Director of CDSS, State Auditor -General, ADMINISTRATOR, COUNTY's
Auditor -Controller and Internal Audit Department, or any of their authorized representatives, shall
have access to any books, documents, papers, and records, including medical records, of
CONTRACTOR which any of them may determine to be pertinent to this Agreement. Further, all
the above mentioned persons have the right at all reasonable times to inspect or otherwise evaluate
the work performed or being performed under this Agreement and the premises in which it is being
performed.
27.4.2 CONTRACTOR shall make its books and records available within the
borders of Orange County within ten (10) days of receipt of written demand by
ADMINISTRATOR.
WGM0319
Page 26 of 40
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
27.4.3 In the event CONTRACTOR does not make available its books and
fmancial records within the borders of Orange County, CONTRACTOR agrees to pay all
necessary and reasonable expenses incurred by COUNTY, or COUNTY's designee, necessary to
obtain CONTRACTOR's books and records.
27.4.4 CONTRACTOR shall pay to COUNTY the full amount of COUNTY's
liability to the State or Federal Government or any agency thereof resulting from any
disallowances or other audit exceptions to the extent that such liability is attributable to
CONTRACTOR's failure to perform under this Agreement.
27.5 Evaluation Studies
CONTRACTOR shall participate, as requested by COUNTY, in research and/or
evaluative studies designed to show the effectiveness and/or efficiency of CONTRACTOR's
services or provide information about CONTRACTOR's project.
28. PERSONNEL DISCLOSURE
28.1 This Paragraph 28 applies to all of CONTRACTOR's personnel providing services
through this Agreement, paid and unpaid, including those identified in Paragraph 14 of Exhibit A
(hereinafter referred to as "Personnel").
28.2 CONTRACTOR shall make available to ADMINISTRATOR a current list of all
Personnel providing services hereunder, including r6sum6s and job applications. Changes to the
list will be immediately provided to ADMINISTRATOR, in writing, along with a copy of resume
and/or job application. The list shall include:
28.2.1 Names and dates of birth of all Personnel by title, whose direct services are
required to provide the programs described herein;
28.2.2 A brief description of the functions of each position and the hours each
person works each week, or for part-time Personnel, each day or month, as appropriate;
position; and
28.2.3 The professional degree, if applicable, and experience required for each
28.2.4 The language skill, if applicable, for all Personnel.
28.3 Where authorized by law, and in a manner consistent with California Government
WGM0319
Page 27 of 40
3-31-2020
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Code Section 12952, CONTRACTOR shall require prospective Personnel to provide detailed
information regarding the conviction of a crime, by any court, for offenses other than minor traffic
offenses. Information discovered subsequent to the hiring or promotion of any prospective
Personnel shall be cause for termination from the performance of services under this Agreement.
28.4 Where authorized by law, CONTRACTOR shall conduct, at no cost to COUNTY,
a clearance on the following public websites of the names and dates of birth for all Personnel who
will have direct, interactive contact with participants served through this Agreement: U.S.
Department of Justice National Sex Offender Website (www.nsoow.¢ov) and Megan's Law Sex
Offender Registry (www.meganslaw.ca.gov).
28.5 Where authorized by law, CONTRACTOR shall conduct, at no cost to COUNTY,
a criminal record background check on all Personnel who will have direct, interactive contact with
participants served through this Agreement. Background checks conducted through the
California Department of Justice shall include a check of the California Central Child Abuse Index,
when applicable. Candidates will satisfy background checks consistent with this Paragraph and
their performance of services under this Agreement.
28.6 CONTRACTOR shall ensure that clearances and background checks described in
Subparagraphs 28.4 and 28.5 are completed prior to CONTRACTOR's Personnel providing
services under this Agreement.
28.7 In the event a record is revealed through the processes described in Subparagraphs
28.4 and 28.5, COUNTY will be available to consult with CONTRACTOR on appropriateness of
Personnel providing services through this Agreement.
28.8 CONTRACTOR warrants that all Personnel assigned by CONTRACTOR to
provide services under this Agreement have satisfactory past work records and/or reference checks
indicating their ability to perform the required duties and accept the kind of responsibility
anticipated under this Agreement. CONTRACTOR shall maintain records of background
investigations and reference checks undertaken and coordinated by CONTRACTOR for Personnel
assigned to provide services under this Agreement, for a minimum of five (5) years from the date
of final payment under this Agreement, or until all pending COUNTY, State, and federal audits
WGM0319 Page 28 of40 3-31-2020
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
are completed, whichever is later, in compliance with all applicable laws.
28.9 CONTRACTOR shall immediately notify ADMINISTRATOR concerning the
arrest and/or subsequent conviction, for offenses, other than minor traffic offenses, of any
Personnel performing services under this Agreement, when such information becomes known to
CONTRACTOR. ADMINISTRATOR may determine whether such Personnel may continue to
provide services under this Agreement and shall provide notice of such determination to
CONTRACTOR in writing. CONTRACTOR's failure to comply with ADMINISTRATOR's
decision shall be deemed a material breach of this Agreement, pursuant to Paragraph 19 above.
28.10 COUNTY has the right to approve or disapprove all of CONTRACTOR's
Personnel performing work hereunder, and any proposed changes in CONTRACTOR's Personnel.
28.11 COUNTY shall have the right to require CONTRACTOR to remove any Personnel
from the performance of services under this Agreement. At the request of COUNTY,
CONTRACTOR shall immediately replace said Personnel.
28.12 CONTRACTOR shall notify COUNTY immediately when Personnel is terminated
for cause from working on this Agreement.
28.13 Disqualification, if any, of CONTRACTOR Personnel, pursuant to this Paragraph
28 shall not relieve CONTRACTOR of its obligation to complete all work in accordance with the
terms and conditions of this Agreement.
29. CHILD AND DEPENDENT ADULT/ELDER ABUSE REPORTING
CONTRACTOR shall establish a procedure acceptable to ADMINISTRATOR to ensure
that all employees, agents, subcontractors, and all other individuals performing services under this
Agreement report child abuse or neglect to one of the agencies specified in Penal Code Section
11165.9 and dependent adult or elder abuse as defined in Section 15610.07 of the WIC to one of
the agencies specified in WIC Section 15630. CONTRACTOR shall require such employees,
agents, subcontractors, and all other individuals performing services under this Agreement to sign
a statement acknowledging the child abuse reporting requirements set forth in Sections 11166 and
11166.05 of the Penal Code and the dependent adult and elder abuse reporting requirements, as set
forth in Section 15630 of the WIC, and shall comply with the provisions of these code sections, as
WGM0319 Page 29 of40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
they now exist or as they may hereafter be amended.
30. NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED BABY
LAW
CONTRACTOR shall notify and provide to its employees, a fact sheet regarding the Safely
Surrendered Baby Law, its implementation in Orange County, and where and how to safely
surrender a baby. The fact sheet is available on the Internet at www.babvsafe.ca.gov for printing
purposes. The information shall be posted in all reception areas where participants are served.
31. CONFIDENTIALITY
31.1 CONTRACTOR agrees to maintain the confidentiality of its records pursuant to
WIC Sections 827 and 10850-10853, the CDSS MPP, Division 19-000, and all other provisions of
law, and regulations promulgated thereunder relating to privacy and confidentiality, as each may
now exist or be hereafter amended.
31.2 All records and information concerning any and all persons referred to
CONTRACTOR by COUNTY or COUNTY's designee shall be considered and kept confidential
by CONTRACTOR and CONTRACTOR's employees, agents, subcontractors, and all other
individuals performing services under this Agreement. CONTRACTOR shall require all of its
employees, agents, subcontractors, and all other individuals performing services under this
Agreement to sign an agreement with CONTRACTOR before commencing the provision of any
such services, agreeing to maintain confidentiality pursuant to State and federal law and the terms
of this Agreement.
31.3 CONTRACTOR shall inform all of its employees, agents, subcontractors, and all
other individuals performing services under this Agreement of this provision and that any person
violating the provisions of said California State law may be guilty of a crime.
31.4 CONTRACTOR agrees that any and all subcontracts entered into shall be subject
to the confidentiality requirements of this Agreement.
32. SECURITY
32.1 Security Requirements
32.1.1 CONTRACTOR agrees to maintain the confidentiality of all COUNTY and
WGM0319
Page 30 of40
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
COUNTY -related records and information pursuant to all statutory laws relating to privacy and
confidentiality that currently exists or exists at any time during the term of this Agreement.
CONTRACTOR represents and warrants that it has implemented and will maintain during the
term of this Agreement administrative, physical, and technical safeguards to reasonably protect
private and confidential participant information, to protect against anticipated threats to the
security or integrity of COUNTY data, and to protect against unauthorized physical or electronic
access to or use of COUNTY data. Such safeguards and controls shall include at a minimum:
32.1.1.1 Storage of confidential paper files that ensures records are
secured, handled, transported, and destroyed in a manner that prevents unauthorized access.
32.1.1.2 Control of access to physical and electronic records to ensure
COUNTY data is accessed only by individuals with a need to know for the delivery of contract
services.
32.1.1.3 Control to prevent unauthorized access and to prevent
CONTRACTOR employees from providing COUNTY data to unauthorized individuals.
32.1.1.4 Firewall protection.
32.1.1.5 Use of encryption methods of electronic COUNTY data while
in transit from CONTRACTOR networks to external networks, when applicable.
32.1.1.6 Measures to securely store all COUNTY data, including, but not
be limited to, encryption at rest and multiple levels of authentication and measures to ensure
COUNTY data shall not be altered or corrupted without COUNTY's prior written consent.
CONTRACTOR further represents and warrants that it has implemented and will maintain during
the term of this Agreement administrative, technical, and physical safeguards and controls
consistent with State and federal security requirements.
32.2 Security Breach Notification
32.2.1 CONTRACTOR shall have policies and procedures in place for the
effective management of Security Breaches, as defined below. In the event of any actual,
attempted, suspected, threatened, or reasonably foreseeable circumstance CONTRACTOR
experiences or learns of that either compromises or could reasonably be expected to comprise
WGM0319 Page 31 of40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
COUNTY data through unauthorized use, disclosure, or acquisition of COUNTY data ("Security
Breach"), CONTRACTOR shall immediately notify COUNTY of its discovery. After such
notification, CONTRACTOR shall, at its own expense, immediately:
Breach.
32.2.1.1 Investigate to determine the nature and extent of the Security
32.2.1.2 Contain the incident by taking necessary action, including, but
not limited to, attempting to recover records, revoking access, and/or correcting weaknesses in
security.
32.2.1.3 Report to COUNTY the nature of the Security Breach, the
COUNTY data used or disclosed, the person who made the unauthorized use or received the
unauthorized disclosure, what CONTRACTOR has done or will do to mitigate any harmful effect
of the unauthorized use or disclosure, and the corrective action CONTRACTOR has taken or will
take to prevent future similar unauthorized use or disclosure.
32.2.2 The COUNTY, in its sole discretion and on a case -by -case basis, will
determine what actions are necessary in response to the Security Breach and who will perform
these actions. Actions may include, but are not limited to: notifications; investigation and
remediation costs, including notification of all whose personal information was disclosed; outside
investigation; forensics; counsel; crisis management; and credit monitoring. In the event
COUNTY determines CONTRACTOR will conduct additional action(s), CONTRACTOR shall
bear the costs. In the event COUNTY conducts additional actions(s) arising out of or in connection
with a Security Breach, CONTRACTOR shall reimburse COUNTY for costs associated to legally
required actions.
33. COPYRIGHT ACCESS
The U.S. Department of Health and Human Services, the CDSS, and COUNTY will have
a royalty -free, nonexclusive, and irrevocable license to publish, translate, or use, now and
hereafter, all material developed under this Agreement, including those covered by copyright.
34. WAIVER
No delay or omission by either party hereto to exercise any right or power accruing upon
WGM0319
Page 32 of40
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
any noncompliance or default by the other party with respect to any of the terms of this Agreement
shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of
the parties hereto of any of the covenants, conditions, or agreements to be performed by the other
shall not be construed to be a waiver of any succeeding breach thereof, or of any other covenant,
condition, or agreement herein contained.
35. SERVICES DURING EMGERNCY OR DISASTER
35.1 Contractor acknowledges that service usage may surge during or after an
emergency or disaster. For purposes of this Agreement, an emergency is defined as a sudden,
urgent, usually unexpected occurrence or event requiring immediate action to protect the health
and well-being of County residents. A disaster is defined as an occurrence that has resulted in
property damage, deaths, and/or, injuries to a community. Emergencies and/or disasters as
described above may require resources or support beyond the local government's capability and
will typically involve a proclamation of a local emergency by the local governing body (e.g., city
council, county board of supervisors, or State) and may be declared at the federal level by the
President of the United States.
35.2 Contractor agrees to collaborate with County, on an urgent basis, to adjust service
delivery in a manner that assists County in meeting the needs of participants County identifies as
being impacted by emergencies and/or disasters. Time limited adjustments may include but are
not limited to: providing services at different location(s), assigning staff to work days or hours
beyond typical work schedules or that may exceed contracted Full Time Equivalents (FTEs),
reassigning staff to an assignment in which their experience or skill is needed, and prioritizing
services for participants as requested by County.
35.3 Contractor shall service County during emergencies and/or declared disaster under
the same terms and conditions that apply during non-emergency/disaster conditions. With the
exception of overtime hours, which require pre -authorization, reimbursement of ordinary
expenditures provided during or after an emergency/disaster shall be calculated by the same rates
that apply during non-emergency/disaster conditions.
36. PUBLICITY. LITERATURE. ADVERTISEMENTS AND SOCIAL MEDIA
WGM0319 Page 33 of40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
36.1 COUNTY owns all rights to the name, logos, and symbols of COUNTY. The use
and/or reproduction of COUNTY's name, logos, or symbols for any purpose, including
commercial advertisement, promotional purposes, announcements, displays, or press releases,
without COUNTY's prior written consent is expressly prohibited.
36.2 CONTRACTOR may develop and publish information related to this Agreement
where all of the following conditions are satisfied:
36.2.1 ADMINISTRATOR provides its written approval of the content and
publication of the information at least thirty (30) days prior to CONTRACTOR publishing the
information, unless a different timeframe for approval is agreed upon by the ADMINISTRATOR;
36.2.2 Unless directed otherwise by ADMINISTRATOR, the information includes
a statement that the program, wholly or in part, is funded through County, State, and Federal
Government funds;
36.2.3 The information does not give the appearance that the COUNTY, its
officers, employees, or agencies endorse:
36.2.3.1 Any commercial product or service; and
36.2.3.2 Any product or service provided by CONTRACTOR, unless
approved in writing by ADMINISTRATOR; and
36.2.4 If CONTRACTOR uses social media (such as Facebook, Twitter, YouTube,
or other publicly available social media sites) to publish information related to this Agreement,
CONTRACTOR shall develop social media policies and procedures and have them available to
the ADMINISTRATOR. CONTRACTOR shall comply with COUNTY Social Media Use Policy
and Procedures as they pertain to any social media developed in support of the services described
within this Agreement. The policy is available on the Internet at
htip://www.ocgov.com/eov/ceo/cio/goypolicies.
37. REPORTS
37.1 CONTRACTOR shall provide information deemed necessary by
ADMINISTRATOR to complete any State -required reports related to the services provided under
this Agreement.
WGM0319
Page 34 of 40
3-31-2020
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
37.2 CONTRACTOR shall maintain records and submit reports containing such data
and information regarding the performance of CONTRACTOR's services, costs, or other data
relating to this Agreement, as may be requested by ADMINISTRATOR, upon a form approved by
ADMINISTRATOR. ADMINISTRATOR may modify the provisions of this Paragraph upon
written notice to CONTRACTOR.
38. ENERGY EFFICIENCY STANDARDS
As applicable, CONTRACTOR shall comply with the mandatory standards and policies
relating to energy efficiency in the State Energy Conservation Plan (Title 24, CCR).
39. ENVIRONMENTAL PROTECTION STANDARDS
CONTRACTOR shall be in compliance with the Clean Air Act [Title 42 USC Section 7401
et seq.], the Clean Water Act (Title 33 USC Section 1251 et seq.), Executive Order 11738 and
Environmental Protection Agency, hereinafter referred to as "EPA," regulations (Title 40 CFR),
as any may now exist or be hereafter amended. Under these laws and regulations, CONTRACTOR
assures that:
39.1 No facility to be utilized in the performance of the proposed grant has been listed
on the EPA List of Violating Facilities;
39.2 It will notify COUNTY prior to award of the receipt of any communication from
the Director, Office of Federal Activities, U.S. EPA, indicating that a facility to be utilized for the
grant is under consideration to be listed on the EPA List of Violating Facilities; and
39.3 It will notify COUNTY and EPA about any known violation of the above laws and
regulations.
40. CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE
CERTAIN FEDERAL TRANSACTIONS
40.1 CONTRACTOR shall be in compliance with Section 319 of Public Law 101-121
pursuant to Title 31 USC Section 1352 and the guidelines with respect to those provisions set down
by the Office of Management and Budget (OMB) and published in the Federal Register dated
December 20, 1989, Volume 54, No. 243, pp. 52306-52332. Under these laws and regulations, it
is mutually understood that any contract which utilizes federal monies in excess of $100,000 must
WGM0319 Page 35 of 40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
contain, and CONTRACTOR must certify compliance utilizing a form provided by
ADMINISTRATOR that cites the following:
40.1.1 The definitions and prohibitions contained in the clause at Federal
Acquisition Regulation 52.203-12, Limitation on Payments to Influence Certain Federal
Transactions, included in this solicitation, are hereby incorporated by reference in Subparagraph
40.1.2 of this certification.
40.1.2 The offeror, by signing its offer, hereby certifies to the best of his or her
knowledge and belief as of December 23, 1989, that
40.1.2.1 No federal appropriated funds have been paid or will be paid to
any person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress on his or her behalf in connection with the awarding of any federal contract, the making
of any federal grant, the making of any federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any federal
contract, grant, loan or cooperative agreement;
40.1.2.2 If any funds other than federal appropriated funds (including
profit or fee received under a covered federal transaction) have been paid, or will be paid, to any
person for influencing or attempting to influence an officer or employee of any agency, a Member
of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his
or her behalf in connection with this solicitation, the offeror shall complete and submit with its
offer, OMB standard form LLL, Disclosure of Lobbying Activities, to the Contracting Officer;
and
40.1.2.3 He or she will include the language of this certification in all
subcontract awards at any tier and require that all recipients of subcontract awards in excess of
$100,000 shall certify and disclose accordingly.
40.1.3 Submission of this certification and disclosure is a prerequisite for making
or entering into this Agreement imposed by Section 1352, Title 31, USC. Any person who makes
an expenditure prohibited under this provision or who fails to file or amend the disclosure form to
WGM0319 Page 36 of40 3-31-2020
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000,
and not more than $100,000, for each such failure.
41. POLITICAL ACTIVITY
CONTRACTOR agrees that the funds provided herein shall not be used to promote,
directly or indirectly, any political party, political candidate, or political activity, except as
permitted by law.
42. TERMINATION PROVISIONS
42.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately
with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice
shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any
breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of
CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR's reasonable
control, and repeated or continued violations of COUNTY ordinances unrelated to performance
under this Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless
disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to
terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement.
42.2 For ninety (90) calendar days prior to the expiration date of this Agreement, or upon
notice of termination of this Agreement ("Transition Period"), CONTRACTOR agrees to
cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records,
and pertinent documents. The Transition Period may be modified as agreed upon in writing by the
parties. During the Transition Period, service and data access shall continue to be made available
to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or
transitioning all data in the format determined by COUNTY.
42.3 In the event of termination of this Agreement, cessation of business by
CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide
services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to
promptly provide to COUNTY the COUNTY data if requested to do so on such media as
reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this
WGM0319 Page 37 of40 3-31-2020
1
2
3
4
5
6
7
8
9
10
it
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Agreement.
42.4 The obligations of COUNTY under this Agreement are contingent upon the
availability of federal and/or State funds, as applicable, for the reimbursement of
CONTRACTOR's expenditures, and inclusion of sufficient funds for the services hereunder in the
budget approved by the Orange County Board of Supervisors each fiscal year this Agreement
remains in effect or operation. In the event that such funding is terminated or reduced,
ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY's maximum
obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall
be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written
notification of such determination. CONTRACTOR shall immediately comply with
ADMINISTRATOR's decision.
42.5 If any term, covenant, condition, or provision of this Agreement or the application
thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Agreement
shall remain in full force and effect and shall in no way be affected, impaired, or invalidated
thereby.
43. GOVERNING LAW AND VENUE
This Agreement has been negotiated and executed in the State of California and shall be
governed by and construed under the laws of the State of California, without reference to conflict
of law provisions. In the event of any legal action to enforce or interpret this Agreement, the sole
and exclusive venue shall be a court of competent jurisdiction located in Orange County,
California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court,
notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree
to waive any and all rights to request that an action be transferred for trial to another county.
44. SIGNATURE IN COUNTERPARTS
44.1 The parties agree that separate copies of this Agreement may be signed by each of
the parties, and this Agreement will have the same force and effect as if the original had been
signed by all the parties.
44.2 CONTRACTOR represents and warrants that the person executing this Agreement
WGM0319 Page 38 of40 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
on behalf of and for CONTRACTOR is an authorized agent who has actual authority to bind
CONTRACTOR to each and every term, condition and obligation of this Agreement and that all
requirements of CONTRACTOR have been fulfilled to provide such actual authority.
///
///
///
WGM0319 Page 39 of40 3-31-2020
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
WHEREFORE, the parties hereto have executed this Agreement in the County of Orange,
California.
By:
K ZISTINRIDGE
CITY MANAGER
CITY OF SANTA ANA
Attest:
By: _ )� 79��
CHAIRWOfAAY
OF THE BOARD O ERVISOR
COUNTY OF ORANGE, CALIFORNIA
— / 9 — D'D
APPROVED AS TO FORM;
By: �
DAISY GOMEZ
7 CLERK OF THE COUNCIL
By: I for
SO C VALHO
CIT ATTORNEY
SIGNED AND CERTIFIED THAT A COPY OF THIS
AGREEMENT HAS BEEN DELIVERED TO THE CHAIR
OF THE BOARD PER G.C. SEC. 25103, RESO 79-1535
ATTEST:
ROBIN STIELER
Clerk of the Board
Orange County, California
APPROVED AS TO FORM
COUNTY COUNSEL
COUNTY OF ORANGE, CALIFORNIA
By: flu A, rAot
EPUTY
Dated: 0 5// 2 / ),o
ov 0"
WGM0319
Page 40 of40
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
EXHIBIT A
TO
AGREEMENT
BETWEEN
COUNTY OF ORANGE
AND
CITY OF SANTA ANA
FOR THE PROVISION OF VOCATIONAL TRAINING AND PAID WORK EXPERIENCE
1. PURPOSE
The purpose of Vocational Training (VTR) and Paid Work Experience (Paid WEX) is to
prepare PARTICIPANTS for employment in a specific trade, occupation, or vocation and retain
stable employment.
2. POPULATION TO BE SERVED
2.1 The population to be served, as defined in this Paragraph, shall hereinafter be
referred to as "PARTICIPANT/PARTICIPANTS." PARTICIPANTS include individuals who are
required to participate, or have voluntarily enrolled in the CaIWORKs Welfare -To -Work
(CW/WTW) program.
2.2 CONTRACTOR shall provide VTR or Paid WEX services to all PARTICIPANTS
referred by CW/WTW staff under this Agreement. This will include ADMINISTRATOR's staff
and other contracted staff with the authority to refer PARTICIPANTS for services.
2.3 If CONTRACTOR identifies the need to refuse PARTICIPANTS or take actions
that might negatively impact participation in the enrolled activity, CONTRACTOR will obtain
concurrence from CW/WTW staff prior to taking action.
3. GOAL, STRATEGIES AND OUTCOME OBJECTIVES
3.1 Goal
The primary goal of VTR and Paid WEX is to enhance and facilitate opportunities
for PARTICIPANTS to obtain, and retain stable employment at fifteen percent (15%) above the
minimum wage to be considered self-sufficient and no longer require the assistance of the
WGM0319 Page I of 19 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Ca1WORKs program.
3.2 Strategies
CONTRACTOR shall ensure that the delivery of services is based on the following
strategies:
3.2.1 Maximize opportunities to provide integrated, coordinated, and easily
accessible resources for PARTICIPANTS;
3.2.2 Services shall be culturally sensitive, family -friendly, and family -centered;
3.2.3 Services shall be community -based, integrated, and coordinated with
federal, State, and community funding opportunities;
3.2.4 PARTICIPANT's strengths shall be identified, utilizing motivational and
strength -based techniques; and
3.2.5 Services shall be outcome -driven and identify indicators that accurately
reflect progress towards the goal as stated in Subparagraph 3.1 above.
3.3 Outcome Objectives
3.3.1 VTR:
3.3.1.1 Assignments: A minimum of eighty percent (80%) of all VTR
referrals that meet the requirements for training and employment readiness will be assessed by the
CONTRACTOR within five (5) business days of receipt of referral. This assessment will include
review of referral, contacting the assigned CW/WTW staff to discuss referral and appropriate
services, make initial contact with PARTICIPANT, and complete the initial orientation.
3.3.1.2 Completion Rate: A minimum of seventy percent (70%) of all
VTR PARTICIPANTS who continue meeting eligibility requirements for CalWORKS, or who
were not determined to have a physical or medical condition that prevented participation in VTR,
will fully complete the length of the VTR activity as referred by CONTRACTOR, or exit due to
obtaining unsubsidized employment.
3.3.1.3 Employment Rate: A minimum of sixty percent (60%) of
PARTICIPANTS who attend VTR activities will obtain unsubsidized employment within forty-
five (45) calendar days of completing VTR activities. CONTRACTOR and ADMINISTRATOR
WGM0319 Page 2 of 19 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
may mutually agree in writing to extend the forty-five (45) calendar days to sixty (60) days when
certification is delayed through no fault of the CONTRACTOR or if there is documentation of a
pending employment offer.
3.3.2 Paid WEX:
3.3.2.1 Assignments: A minimum of eighty percent (80%) of all Paid
WEX referrals will be assessed by the CONTRACTOR within five (5) business days of receipt of
referral. This will include: review of referral, contacting the assigned CW/WTW staff to discuss
referral and appropriate services, make initial contact with PARTICIPANT, and complete the
initial orientation.
3.3.2.2 Completion Rate: A minimum of seventy percent (70%) of
PARTICIPANTS exiting Paid WEX, who are not hired at the assigned placement, will obtain
unsubsidized employment within thirty (30) days.
3.3.2.3 Employment Rate: A minimum of sixty percent (60%) of
PARTICIPANTS will obtain unsubsidized employment at the assigned placement upon
completing Paid WEX activities.
4. CONTRACTOR RESPONSIBILITIES
CONTRACTOR shall:
4.1 Assign a Santa Ana Workforce Development Board (WDB) case manager who will
work closely with each PARTICIPANT to understand the PARTICIPANT's needs, assess career
goals, arrange an appropriate VTR assignment or Paid WEX placement based on the employment
goal indicated by CW/WTW staff on the referral, and in collaborative discussions with CW/WTW
staff, as needed.
4.2 Provide VTR services to PARTICIPANTS to meet the required participation hours
as referred by CW/WTW Staff. The hourly participation requirements are subject to change,
according to State and federal mandates.
4.3 Provide VTR services not to exceed twelve (12) months, to prepare
PARTICIPANTS for employment in a specific trade, occupation, or vocation. VTR activities are
to take place at vocational -technical schools, postsecondary institutions, or proprietary schools.
WGM0319 Page 3 of 19 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
4.4 Monitor and communicate with CW/WTW Staff regarding all PARTICIPANT
attendance and participation.
4.5 Utilize workshops, one-on-one training, intensive case management, and coaching
to assist the PARTICIPANT in finding, obtaining, and retaining employment.
4.6 Obtain prior approval from ADMINISTRATOR for changes related to the
administration of VTR activities provided under this Agreement.
4.7 Discuss with CW/WTW Staff any barriers/noncooperation issues that are identified
as soon as they arise in order to come up with the best action plan to help PARTICIPANTS
complete the VTR activity.
4.8 Work with Resolve PARTICIPANTS barriers toward seeking, obtaining, and
keeping employment, but not limited to: fear of going to work, anger and resentment from being
required to participate in VTR or Paid WEX, low self-esteem/motivation, problems with accessing
and navigating public transportation, and child care concerns.
4.9 Notify CW/WTW Staff within two (2) business days of any updates related to the
PARTICIPANT's status within the VTR and WEX program including, but not limited to:
completion of program, securing of employment, and inability to contact the PARTICIPANT after
a minimum of three (3) documented attempts within five (5) business days. Attempted contacts
will include, but not limited to: phone/cell, email, and text.
4.10 Collaborate with CW/WTW Staff and the placement to help PARTICIPANTS
overcome socio-economic, societal, and cultural barriers to employment including, but not limited
to: food, transportation, housing, legal assistance, clothing need, and resistance to pursuing
employment in occupations that may be perceived as nontraditional.
4.11 Monitor the attendance and progress of all PARTICIPANTS by meeting with the
PARTICIPANT every two (2) weeks, or more often if needed, and work directly with the
placement supervisor and the training facility to discuss action steps needed to successfully
complete the program.
4.12 Place PARTICIPANTS with a limited English vocabulary in an environment that
facilitates the development of the English language.
WGM0319
Page 4 of 19
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
4.13 Use positive reinforcement techniques to work with PARTICIPANTS to resolve
barriers toward seeking, obtaining, and keeping employment including, but not limited to: fear of
going to work, anger and resentment from being required to participate in VTR or Paid WEX, low
self-esteem/motivation, poor compliance, problems with accessing and navigating public
transportation, and child care concerns.
4.14 Refer PARTICIPANTS to CW/WTW Staff for assistance with employment
support services needs, such as food, transportation, housing, mental health and substance abuse
issues, legal assistance, and clothing.
4.15 Continue to work with the PARTICIPANT in job search activities for forty-five
(45) days after completion of the VTR activity, unless otherwise extended to sixty (60) days per
Subparagraph 3.3.1.3 above.
4.16 Develop and provide placements in public or private, non-profit or for -profit
organizations, in areas identified as growth oriented, current or emerging occupations, meeting an
unmet community need, and in high demand with a primary focus on County of Orange
placements, for VTR and Paid WEX services leading to employment that is anticipated to be
permanent.
4.17 Attend meetings as requested by ADMINISTRATOR and other contracted service
providers, including Multi -Disciplinary Team meetings.
4.18 Cooperate with ADMINISTRATOR with respect to sanctions applied by
ADMINISTRATOR to PARTICIPANT in the event of PARTICIPANT non -cooperation. This
may include testifying at PARTICIPANT non-compliance hearings.
4.19 Provide any internal forms that will be used in service delivery, but which are not
mandated by ADMINISTRATOR, or by program requirements, for review and approval by
ADMINISTRATOR prior to implementation.
4.20 Maintain a case file for each PARTICIPANT served under this Agreement in a
format approved by ADMINISTRATOR.
4.21 Ensure that all services provided to PARTICIPANTS under this Agreement are
conducted in a manner responsive to literacy, language, and socio-cultural issues that may impact
WGM0319 Page 5 of 19 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
PARTICIPANTS.
4.21.1 CONTRACTOR's staff shall be trained in cultural differences to ensure
their ability to recognize and assist PARTICIPANTS who demonstrate language or cultural
barriers to employment, including resistance to participation in VTR and Paid WEX activities.
4.22 CONTRACTOR shall employ staff who will provide services in the
PARTICIPANTS language or obtain interpreters when necessary.
4.23 VTR:
CONTRACTOR shall:
4.23.1 Provide VTR activities, not to exceed twelve (12) months, to prepare
PARTICIPANTS for employment in a specific trade, occupation, or vocation. VTR activities are
to take place at vocational -technical schools, postsecondary institutions, or proprietary schools.
4.23.2 Make VTR activities available to PARTICIPANTS in areas identified as
growth oriented, current or emerging occupations, meeting an unmet community need, and in high
demand for new employees including, but not limited to, the following fields:
4.23.2.1 Health Care Occupations
4.23.2.2 Transportation
4.23.2.3 Business and Professional Occupations
4.23.2.4 Information Technology
4.24 Paid WEX
CONTRACTOR shall:
4.24.1 Provide Paid WEX, not to exceed twelve (12) weeks in length.
4.24.2 Request prior approval from ADMINISTRATOR prior to extending the
Paid WEX assignment for a period not to exceed a total of four (4) months in length including all
extensions.
4.24.3 Provide Paid WEX services to the PARTICIPANTS at a rate not to exceed
the prevailing California Minimum Wage, for each hour worked, not to exceed the total number
of hours referred by CW/WTW Staff.
4.24.4 Not provide overtime pay for Paid WEX without prior approval from
WGM0319 Page 6 of 19 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
ADMINISTRATOR.
4.24.5 Request prior approval from ADMINISTRATOR for Paid WEX
PARTICIPANTS to be paid for County holidays as identified in Subparagraph 12.2 of Exhibit A.
4.24.6 Collaborate with the Paid WEX employers to help ensure that the employer
will hire the Paid WEX PARTICIPANT as a regular employee.
4.24.7 Be reimbursed by COUNTY for one hundred percent (100%) of the salary
and benefits paid to each Paid WEX PARTICIPANT.
4.25 Obtain prior approval from ADMINISTRATOR for changes related to the
administration of VTR and Paid WEX activities provided under this Agreement.
5. OUTSIDE CONTACTS
CONTRACTOR shall:
5.1 Immediately inform ADMINISTRATOR of any inquiry from an elected official or
their representative, not already associated with CONTRACTOR, PARTICIPANT representative,
or the press, and immediately provide information in order for ADMINISTRATOR to respond.
5.2 Consult with ADMINISTRATOR prior to initiating contact with the press or an
individual representing a PARTICIPANT.
5.3 Consult ADMINISTRATOR prior to initiating contact with an elected official or
their representative.
6. FACILITIES
6A It is mutually understood that VTR and/or Paid WEX activities shall be provided
at a variety of facilities/work sites throughout Orange County, as defined by CONTRACTOR. It
is mutually understood that PARTICIPANTS will be referred to CONTRACTOR at the following
facility:
Santa Ana WORK Center
801 Civic Center Dr., Suite 200
Santa Ana, CA 92701
6.2 PARTICIPANTS will have access to the America's Job Center of California where
they can access a wide variety of resources including labor market information and job vacancy
listings. They will also have full access to computers with internet connectivity, telephones, faxes,
WGM0319
Page 7 of 19
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
and copy machines.
6.3 CONTRACTOR and ADMINISTRATOR may mutually agree in writing as to the
facility(ies) and location(s) where services shall be provided without changing COUNTY's
maximum obligation.
7. REPORTING REQUIREMENTS
7.1 CONTRACTOR shall maintain records, collect data, and provide reports mandated
by federal and State governments and as may be required by ADMINISTRATOR. Reporting
requirements shall include all reports and data collection that is required to track goals and report
progress.
7.2 Reports of problems, attendance issues, or inquiries about VTR or Paid WEX
participation shall be addressed immediately with the affected PARTICIPANT and VTR instructor
or employer. CONTRACTOR shall inform CW/WTW Staff within two (2) business days, through
documented verbal or electronic communication, to allow quick intervention to address the issue
with the PARTICIPANT.
7.3 CONTRACTOR shall inform CW/WTW Staff within two (2) business days the
completion, ending, and/or extension of a PARTICIPANTS enrollment in all VTR and Paid WEX
activities.
7.4 CONTRACTOR shall report each PARTICIPANT's monthly attendance and
progress, including achievements, by the tenth (10`h) calendar day of the following month in a
format approved by ADMINISTRATOR. For example, the PARTICIPANT's monthly report for
January is due February 10.
7.5 CONTRACTOR shall provide, by the tenth (101) calendar day of each month, a
cumulative status report for the preceding month, in a format approved by ADMINISTRATOR.
The monthly status report shall identify, but not be limited to, the following data elements:
7.5.1 Referrals received;
7.5.2 PARTICIPANTS enrolled in VTR, and Paid WEX activities;
7.5.3 VTR or Paid WEX referrals returned to CW/WTW Staff prior to assignment
and reason of return;
WGM0319
Page 8 of 19
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
7.5.4 PARTICIPANTS exiting VTR, and Paid WEX prior to completion and
reason for exiting;
7.5.5 Active PARTICIPANTS carried forward from previous month;
7.5.6 Completions of VTR and Paid WEX activities;
7.5.7 Placements in unsubsidized employment;
7.5.8 Average hourly wage; and
7.5.9 Special incidents.
7.6 CONTRACTOR shall include a summary of all complaints, as noted in Paragraph
11 of Exhibit A, received in the monthly status reports submitted to SSA.
8. PERFORMANCE MONITORING AND REVIEW
8.1 CONTRACTOR's performance will be monitored and reviewed by
ADMINISTRATOR. CONTRACTOR shall cooperate and assist ADMINISTRATOR in
monitoring performance. ADMINISTRATOR will conduct case reviews as part of an on -going
evaluation of CONTRACTOR's performance.
8.2 ADMINISTRATOR may use a variety of inspection methods to evaluate
CONTRACTOR's performance, including but not limited to:
8.2.1 Random sampling ofprogram activities including a review of case files each
month;
and
8.2.2 Activity checklists and random observations;
8.2.3 Inspect output items on a periodic basis as deemed necessary;
8.2.4 Monthly statistical reports;
8.2.5 PARTICIPANTS' complaints and/or PARTICIPANTS' questionnaires;
8.2.6 Complaints received by CONTRACTOR.
8.3 ADMINISTRATOR may require corrective action plans when it is determined that
services are performed unsatisfactorily during the review period. CONTRACTOR shall remedy
the performance defects within the time period specified in the corrective action plan. Nothing in
this section shall limit the COUNTY's ability to terminate this Agreement pursuant to Paragraph
WGM0319 Page 9 of 1.9 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
42.
8.4 Performance evaluation meetings will be conducted by ADMINISTRATOR as
necessary.
8.5 CONTRACTOR shall cooperate with ADMINISTRATOR in providing the
information necessary for monitoring this Agreement, and with authorized State or federal
representatives who may audit CW/WTW Program services.
9. QUALITY CONTROL
9.1 CONTRACTOR shall maintain a complete internal Quality Control Plan to ensure
that the requirements of this Agreement are met. The Quality Control Plan shall include, but not
be limited to:
9.1.1 Activities to be inspected on either a scheduled or unscheduled basis, how
often inspections will be accomplished, and the title of the individual(s) who will perform the
inspections;
9.1.2 Specific methods to identify and prevent deficiencies in the quality of
service performed, prior to unacceptable performance levels;
9.1.3 Method for continuing services in the event of an emergency, such as a
strike of CONTRACTOR's employees or a natural disaster; and
9.1.4 Maintenance of all inspection files and, if necessary, corrective action
taken.
9.2 CONTRACTOR shall cooperate with any third party audit or inspections as
required by ADMINISTRATOR or other COUNTY, State or federal agency.
10. WELFARE FRAUD
If CaIWORKs eligibility or Supportive Services payment fraud is suspected,
CONTRACTOR staff shall inform the appropriate designated COUNTY staff within two (2)
business days of awareness of any suspected fraud.
11. HANDLING COMPLAINTS
l 1.1 Complaints include, but are not limited to: complaints from PARTICIPANTS,
other COUNTY contracted service providers, community organizations, and the public.
WGM0319 Page 10 of 19 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
11.2 CONTRACTOR shall develop, operate, and maintain procedures for receiving,
investigating and responding to complaints.
11.3 CONTRACTOR staff shall maintain a log for identification and response to
complaints. When complaints cannot be resolved informally, a system of follow-through shall be
instituted. Responses to complaints should occur within two (2) business days, unless otherwise
authorized by ADMINISTRATOR.
11.4 When CONTRACTOR believes any complaint may have legal implications for
CONTRACTOR or COUNTY, CONTRACTOR shall forward such complaint immediately to
ADMINISTRATOR prior to responding to the complaint.
11.5 CONTRACTOR shall notify ADMINISTRATOR immediately of all Civil Rights
complaints.
11.6 CONTRACTOR shall provide to ADMINISTRATOR, in a form approved by
ADMINISTRATOR, information pertaining to complaints, as well as CONTRACTOR's response
to any complaints as described above within ten (10) business days of the complaint, except as
provided for in Subparagraph 11.4 above.
11.7 CONTRACTOR shall provide a summary of all complaints as prescribed and on a
format approved by ADMINISTRATOR.
11.8 Formal Grievance Process and State Hearing
11.8.1 CONTRACTOR shall inform each Participant of his or her State Hearing
and Civil Rights, and of his or her right to request a review by a COUNTY worker of a grievance
should the Participant disagree with an action made by CONTRACTOR.
11.8.2 Grievance Rights and Civil Rights notices, in multiple languages, shall be
posted in CW/WTW office(s) where all PARTICIPANTS can easily see them, in accordance with
Subparagraph 9.3.29.4 of this Agreement.
11.8.3 CONTRACTOR shall attend COUNTY Formal Grievance Hearings and
State Hearings when requested by Administrator, and comply with the decisions of the Hearing
Officers. All actions involving the Formal Grievance Process and State Hearings shall be properly
documented by CONTRACTOR.
WGM0319
Page I 1 of 19
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
12. HOURS OF OPERATION
12.1 CONTRACTOR shall provide services during hours that are responsive to the
needs of the target population(s) as determined by ADMINISTRATOR. At a minimum,
CONTRACTOR shall provide services Monday through Friday, from 8:00 a.m. to 5:00 p.m.,
except COUNTY holidays as established by the Orange County Board of Supervisors. However,
CONTRACTOR is encouraged to provide the contracted services on holidays, whenever possible.
In addition, CONTRACTOR shall provide expanded work hours of operation during the evening
and on weekends to address PARTICIPANTS needs.
12.2 CONTRACTOR's holiday schedule shall not exceed COUNTY's holiday schedule
which is as follows: New Year's Day, Martin Luther King Day, President Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day,
Thanksgiving Day, Friday after Thanksgiving Day and Christmas Day. CONTRACTOR shall
obtain prior written approval from ADMINISTRATOR for any closure outside of COUNTY's
holiday schedule and the hours listed in Subparagraph 12.1 of this Exhibit A. Any unauthorized
closure shall be deemed a material breach of this Agreement, pursuant to Paragraph 19, and shall
not be reimbursed.
13. BUDGET
13.1 The annual budget for services provided pursuant to Exhibit A of this Agreement
is set forth as follows:
Budaet Period July 1— June 30
Line Items
Salaries and Benefits - Program
Workforce Specialist II
Economic Development Specialist III
Subtotal Salaries - Program
Benefits — Program (60%)(3)
Subtotal Salaries and Benefits - Program
Salaries and Benefits - Administrative
Sr. Accounting Assistant
Account Clerk I
WGM0319
Page 12 of 19
Maximum(')
Hourly Rate FTEt2> Budaet
$39.77 2.00 $165,438
$73.09 .03 $4,561
$169,999
$97,516
$267,515
34.74 .03 $2,355
19.50 .05 994
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Subtotal Salaries - Administrative
Benefits — Administrative (60%)(3)
Subtotal Salaries and Benefits - Administrative
Operations
Communications
Rent Payments
Office Supplies
Rental City Equipment
Accident Repair & Replacement
Gas & Diesel
IT Maintenance Charge
Delivery Charges
Insurance
Indirect Costs( )
Subtotal Operations
Participant Costs
Work Experience Wages
Benefits
Vocational Training
Subtotal Participant Costs
MAXIMUM ANNUAL COUNTY OBLIGATION
$3,349
$1,800
$5,149
$1,100
$20,000
$700
$750
$50
$150
$16,260
$850
$18,130
19 346
$77,336
$206,640
$43,236
239 088
$488,964
$838,964
MAXIMUM CONTRACT OBLIGATION $1,677,928
(1) Maximum hourly rate which will be permitted during the term of this Agreement;
employees may be paid at less than maximum hourly rate.
(') For hourly employees, Full -Time Equivalent (FTE) is defined as the amount of time
(stated as a percentage) the position will be providing services under the terms of this Agreement.
This percentage is based upon a 40-hour work week. For salaried employees, FTE is defined as
the amount of time (stated as a percentage) the position will be paid for under the terms of this
Agreement, regardless of the number of hours actually worked.
(3) Employee Benefits include contributions to 401k or retirement plans; health insurance;
dental insurance; life insurance; long-term disability insurance; payroll taxes such as FICA,
Federal Unemployment Tax, State Unemployment Tax, and Workers' Compensation Tax, based
on the currently prevailing rates; and expense for accrued vacation time payout, for a separated
WGM0319
Page 13 of 19
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
employee, limited to the actual vacation time accrued during the fiscal year in which the expense
is claimed, minus the actual vacation time used by the employee during said fiscal year. The overall
benefit rate shall not exceed 55.0023% of the actual salary expense claimed.
0) Indirect costs include administrative costs not directly charged to the program, including
accounting, payroll, purchasing, legal audit, and oversight functions. Indirect costs reflect 11.16%
of full-time and part-time staff salaries (not including benefits). In the event the rate is reduced,
the reduction shall be afforded to ADMINISTRATOR and the budget amended accordingly.
CONTRACTOR shall provide notification to ADMINISTRATOR of any changes in the rate.
13.2 Expenses for extra pay, including but not limited to, overtime, stipends, bonuses,
staff incentives, severance pay, etc. shall not be eligible for reimbursement under this Agreement
unless authorized in writing by ADMINISTRATOR. Such authorization shall be considered as an
exception and may be approved, on a case -by -case basis, at the sole discretion of
ADMINISTRATOR.
13.3 CONTRACTOR and ADMINISTRATOR may agree, subject to advance written
notice, to add, delete or modify line items and/or amounts and/or the number and type of FTE
positions without changing COUNTY's maximum obligation as stated in Subparagraph 20.1 of
this Agreement or reducing the level of service to be provided by CONTRACTOR. Further, in
accordance with Paragraph 42 of this Agreement, in the event ADMINISTRATOR reduces the
maximum obligation as stated in Subparagraph 20.1 of this Agreement, CONTRACTOR and
ADMINISTRATOR may mutually agree in writing to proportionately reduce the service goals as
set forth in this Exhibit.
14. STAFF
CONTRACTOR shall:
14.1 Employ staff with experience in placing PARTICIPANTS in an environment that
facilitates the development of the English language for PARTICIPANTS with a limited English
vocabulary.
14.2
14.3
WGM0319
Employ staff who are able to read, write, speak, and understand English.
Provide bilingual staff to serve all PARTICIPANTS who speak Spanish or
Page 14 of 19
3-31-2020
1
2
3
4
5
6
7
S
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Vietnamese.
14.3.1 The ratio of bilingual staff shall be consistent with and proportional to the
target population, as determined by ADMINISTRATOR.
14.3.2 Translation services shall be provided for all other languages as needed to
ensure all PARTICIPANTS are provided services in the language they speak.
14.4 CONTRACTOR shall comply with all COUNTY, State, and federal regulations
regarding Limited English Proficiency.
14.5 Staff Training
14.5.1 CONTRACTOR's staff directly serving PARTICIPANTS, or supervising
those who do, shall be thoroughly familiar with the CW/WTW service delivery model per
CW/WTW regulations and COUNTY policies and procedures and related instructions, including
service delivery and payment systems; welfare fraud and child abuse/elder abuse reporting
requirements; the State Hearing process; and Civil Rights compliance requirements.
14.5.2 COUNTY will provide relevant program policies and operational
procedures to CONTRACTOR during start-up, and subsequently as these materials are revised or
new policies are developed.
14.5.3 COUNTY will provide initial training to a limited number of
CONTRACTOR staff with respect to CW/WTW regulations and COUNTY policies and
procedures. CONTRACTOR shall conduct subsequent training(s) and refresher training yearly.
COUNTY will provide some information to CONTRACTOR on the requirements in
Subparagraph 14.5.1, but it will be CONTRACTOR's sole responsibility to ensure that
CONTRACTOR's staff understand and correctly implement the requirements when providing
CW/WTW services.
14.5.4 CONTRACTOR shall be required to attend training(s) and/or meetings, as
determined by ADMINISTRATOR, and provide CONTRACTOR staff with ongoing training and
assistance to ensure that contract deliverables are met.
14.5.5 CONTRACTOR shall ensure that CONTRACTOR's staff receives training
in understanding the cultural differences among groups of PARTICIPANTS, and recognizes and
WGM0319 Page 15 of 19 3-31-2020
1
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
effectively intervenes to overcome any language and/or cultural barriers to employment.
14.5.6 CONTRACTOR shall maintain a log of in-house training activities and
PARTICIPANTS. This log shall be made available to ADMINISTRATOR upon request.
14.6 Staff Positions, Duties, and Qualifications
CONTRACTOR shall provide the following described staff positions:
14.6.1 Workforce Specialist II (SA WDB CM)
Duties:
14.6.1.1 Manages a caseload, advises PARTICIPANTS of career and
training opportunities, develops PARTICIPANTS' employment plan, and is responsible for
PARTICIPANTS' outcomes.
I4.6.1.2 Oversees Participant job search activities and program
enrollments, identifies and develops job opportunities appropriate to PARTICIPANTS.
14.6.1.3 Markets services to employers and to PARTICIPANTS,
conducts employment/job sector workshops, gives presentations and prepares informational
materials, and maintains contacts within the business community to provide employers with
qualified candidates.
14.6.1.4 Monitors employment rate/employee retention rate and
customer satisfaction rate and develops plans for improvement.
14.6.1_5 Monitors eligibility and program files to ensure compliance with
federal and State regulations, including CW/WTW regulations; performs site visits, and maintains
detailed records and writes reports.
14.6.1.6 Collects and compiles data to generate detailed technical reports,
writes articles, and prepares publications regarding the WDB to the public.
14.6.1.7 Organizes and implements WDB sponsored events, participates
as a team player, and applies principles of quality of service in all activities.
Qualifications:
14.6.1.8 A minimum one (1) year of workforce development program
experience, or any combination of college level coursework in psychology, sociology, counseling,
WGM0319 Page 16 of 19 3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
human services, business administration, accounting, public administration, workforce
development program experience equivalent to one (1) year which provides the desirable
knowledge, skills, and abilities.
14.6.1.9 Knowledge of federal and State regulations pertaining to
workforce development programs, interviewing techniques and methods of determining program
eligibility, employment market, agencies providing resources, and methods of case management,
data collections, and monitoring.
14.6.1.10 Ability to understand, interpret, and implement federal and State
regulations; organize and effectively manage a heavy and varied caseload to meet program
performance standards; coordinate and conduct meetings; make public presentations;
communicate clearly and concisely; and keep detailed and accurate records.
14.6.2 Economic Development Specialist III
Duties:
14.6.2.1 Directs, coordinates, monitors and evaluates economic
development programs.
14.6.2.2 Conducts economic research, analyses, market feasibility
studies concerning the CONTRACTOR's business base and other related research.
14.6.2.3 Analyzes financial requirement of businesses interested in
financial assistance and designs and implements a business retention program.
14.6.2.4 Prepares applications for grants and oversees approved grant
programs.
14.6.2.5 Plans and directs marketing efforts, including media relations,
print materials and advertising.
14.6.2.6 Establishes and maintains communications and coordinates
activities with organizations to promote and facilitate economic development.
level employees.
WGM0319
14.6.2.7 Coordinates the Division budget and supervises subordinate -
Page 17 of 19
3-31-2020
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Qualifications:
14.6.2.8 A minimum of three (3) years of experience in local
government or private economic development programs, one year of which must be as program
manager or project leader, or a Bachelor's degree from an accredited college or university with
specialization in economics, business or public administration, commercial finance may be used,
or any combination of education in economics, business or public administration, commercial
finance, training and experience equivalent to three (3) years experience which provide the
knowledge, skills and abilities of the job.
14.6.3 Senior Accounting Assistant
Duties:
14.6.3.1 Prepares and maintains financial and accounting records by
gathering, assembling, tabulating, comparing, verifying, and posting financial and statistical data.
14.6.3.2 Prepares or verifies and processes bills, invoices, and similar
documents.
14.6.3.3 Posts and balances cash books, ledgers, subsidiary journals, and
other financial and accounting records.
14.6.3.4 Reconciles accounts to general ledgers and prepares routing
reports and statements.
14.6.3.5 Analyzes and prepares reports of encumbrances and
expenditures for department programs.
14.6.3.6 Performs cost research and cost recovery analysis.
14.6.3.7 Receives money and maintains records of receipts, files of
invoices and other financial transaction documents.
Qualifications:
14.6.3.8 A minimum of two (2) years of experience performing
responsible accounting, financial, statistical or other specialized office clerical work supplemented
by courses in accounting, finance, business, office practices, or related coursework; or a
combination of two (2) years of training and experience, or courses in accounting, finance,
WGM0319 Page 18 of 19 3-31-2020
1
2
3
4
5
6
7
8
9
to
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
business and office practices which provides the knowledge, skills and abilities in accounting
methods and government budgeting.
14.6.3.9 Knowledge of bookkeeping principles and practices, fund
accounting and governmental accounting methods.
14.6.3.10 Ability to keep bookkeeping accounts and prepare financial
statements and make arithmetic calculations.
14.6.4 Account Clerk I
Duties:
14.6.4.1 Performs a variety of routine clerical work involved in receiving,
distributing and maintaining financial and statistical records, receiving and disbursing cash.
statistical data.
14.6.4.2 Gathers, assembles, tabulates, checks, and posts financial and
14.6.4.3 Maintains simple accounts, posting entries from supporting
documents and records, including verifications of invoices with supporting documents.
14.6.4.4 Accepts payments and fees as well as ensures prompt payment
for CONTRACTOR'S purchases.
Qualifications:
14.6.4.5 High School diploma, General Equivalency Diploma (GED), or
equivalent certification, and experience in performing financial, statistical or other clerical work.
14.6.4.6 Knowledge of modem office practices and procedures.
14.6.4.7 Knowledge of methods of handling, receipting, and maintaining
records of money received.
14.6.4.8 Skill in making arithmetic computations; filing; maintaining
office records; the operation of office equipment, including ten -key adding machines, calculators,
and personal computers. rns lra n c-
C•
� vv
t,}t-
REVIEWED & APPROVED
By Risk MANAGEMENT DiVisiON
WGM0319 Page 19 of 19 eA'922II20
ANgiE ACEVEdo