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Home My WebLink AboutItem 24 - Appropriation Adjustment and Agreements for Workforce Redevelopment Programs Community Development Agency www.santa-ana.org/community-development Item # 24 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report January 21, 2025 TOPIC: Strengthening Regional Workforce Development Partnerships AGENDA TITLE Appropriation Adjustment and Agreements with the County of Orange to Strengthen Regional Workforce Development Partnerships and Advancing Education-Industry Alignment Through WIOA Initiatives (Non-General Fund) RECOMMENDED ACTION 1. Authorize the City Manager to execute an agreement with the County of Orange accepting grant funds of $110,000 to assist in the coordination and implementation of the Regional Equity and Recovery Partnership (RERP) grant for the period from January 21, 2025 to December 31, 2025 (Agreement No. A-2025-XXX). 2. Authorize the City Manager to execute an agreement with the County of Orange accepting grant funds of $30,000 for coordination of workforce efforts under the Regional Plan Implementation (RPI) 5.0 grant for the period of January 21, 2025 to March 31, 2025 (Agreement No. A-2025-XXX). 3. Approve an appropriation adjustment to recognize $30,000 in funds from Orange County Grant Revenue Federal Grant-Indirect account (no. 12418002-52001) and $110,000 from State Grant-Indirect account (no. 12418002-52027) and appropriating the same amounts to OC WIOA RPI 5.0 expenditure account (no. 12418750-various) and OC RERP expenditure account (no. 12418752-various), respectively (Requires five affirmative votes). GOVERNMENT CODE §84308 APPLIES: No DISCUSSION This item was initially approved by the City Council during the December 17, 2024 meeting. However, during the process of finalizing the agreements for signature, the County of Orange included updated language that was not made available to the City prior to the Council's original approval. Upon review, the City Attorney’s Office identified necessary revisions due to the new language and is recommending that the agreements be presented to the City Council again for approval. The Workforce Innovation and Opportunity Act (WIOA) mandates partnerships as a key component of California’s State Plan to align education and training services with the Strengthening Regional Workforce Development Partnerships January 21, 2025 Page 2 4 7 8 3 needs of regional industry sectors across the state's 15 WIOA Regional Planning Units. Additionally, California state law requires coordination between K-12 schools, community colleges, and WIOA systems, and emphasizes the use of sector strategies as the operational framework for the state’s workforce development system. The Orange Workforce Alliance (OWA) consists of three local Workforce Development Boards that serve 34 cities and several large unincorporated areas in Orange County. These boards include the Anaheim Workforce Development Board (serving the City of Anaheim), the Santa Ana Workforce Development Board (serving the City of Santa Ana), and the Orange County Workforce Development Board (serving the remaining 32 cities and unincorporated areas). The OWA works collaboratively with various partners to leverage the region's strengths, address challenges, and expand opportunities for community members and businesses, promoting economic vitality. The State allocates RERP grant funds to support regional planning. OWA will utilize these funds to accelerate and enhance ongoing efforts under the Regional Workforce Plan, focusing on system alignment, partnerships, and regional programs that promote economic growth, equity, shared prosperity, and environmental sustainability. A key objective of the RERP grant is to strengthen the partnership with Orange County community colleges by creating targeted short-term education interventions to improve workforce preparation and participation, particularly for English language learners, immigrants, and first-generation college students. The project prioritizes two key industry sectors: healthcare and information technology. OWA will partner with local community colleges to develop training programs in fields such as Medical Laboratory Technician, Cybersecurity, Supply Chain Management, Web Services, and Introduction to Information Technology. These programs will incorporate strategies to support the target populations, including additional support services, cohort models, and Vocational English as a Second Language training (Exhibit 1). Additionally, the California Workforce Development Board has awarded WIOA Governor’s discretionary funds for Regional Plan Implementation (RPI) 5.0 to support the implementation of local and regional workforce plans in 15 state-defined workforce areas. The purpose of the RPI 5.0 funding is to assist OWA in developing regional leadership, organizing industry leaders, and collaborating with workforce, education, and economic development partners to scale efforts and build the capacity of frontline workforce staff and partners (Exhibit 2). For these agreements, the County Workforce Development Board contracts directly with the State and subsequently sub-contracts with the City to facilitate participation in the regional workforce partnerships. FISCAL IMPACT Approval of the appropriation adjustment will recognize $30,000 in funds from Orange County Grant Revenue Federal Grant-Indirect account (no. 12418002-52001) and $110,000 from State Grant-Indirect account (no. 12418002-52027) and appropriate the Strengthening Regional Workforce Development Partnerships January 21, 2025 Page 3 4 7 8 3 same amounts to expenditure accounts as shown in the table below. Grant includes 10% Administrative costs with remaining to Program expenses. Funds will be assigned, budgeted, and available for expenditure in FY 2024-25. Any remaining balances not expended at the end of the fiscal year will be presented to City Council for approval of carryovers to FY 2025-26. OC WIOA Regional Plan Implementation (RPI) 5.0 Fiscal Year Accounting Unit- Account Fund Description Accounting Unit, Account Description Amount FY 24-25 12418750-61000 OC WIOA OC WIOA, Salaries Regular $25,880 FY 24-25 12418750 -62500 OC WIOA OC WIOA, Rent Payments $1,000 FY 24-25 12418750 -65400 OC WIOA OC WIOA, Indirect Costs $3,120 Total:$30,000 OC Regional Equity & Recovery Partnership (RERP) Fiscal Year Accounting Unit- Account Fund Description Accounting Unit, Account Description Amount FY 24-25 12418752-61000 OC RERP OC RERP, Salaries Regular $87,290 FY 24-25 12418752-62120 OC RERP OC RERP, Training, Transportation, Meeting $5,000 FY 24-25 12418752-62500 OC RERP OC RERP, Rent Payments $5,000 FY 24-25 12418752-63001 OC RERP OC RERP, Miscellaneous Operating Expenses $1,900 FY 24-25 12418752-65400 OC RERP OC RERP, Indirect Costs $10,810 Total:$110,000 EXHIBIT(S) 1. Agreement – RERP Grant 2. Agreement – Regional Plan Implementation 5.0 Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Alvaro Nuñez, City Manager County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 1 of 54 Contract MA-012-25010265 For Regional Workforce Training Services Between OC Community Resources And City of Santa Ana EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 2 of 54 CONTRACT MA-012-25010265 BETWEEN County of Orange AND City of Santa Ana FOR Regional Workforce Training Services PROGRAM SERVICE FUNDING SOURCE STATE/FEDERAL OCCS/WEDD Regional Workforce Training Services Regional Equity and Recovery Partnership (RERP) Grant State THIS Contract MA-012-25010265 for Regional Workforce Training Services, (“Contract”) is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California on behalf of OC Community Resources, Workforce & Economic Development Division (“County”) and City of Santa Ana, D-U-N-S No. 083153247 and UEI No. KZE9G2M4GRX9, a municipal corporation in the State of California, with a place of business at 20 Civic Center Plaza, Santa Ana, CA 92701-4058, (“Subrecipient”), with County and Subrecipient sometimes referred to as “Party”, or collectively referred to as “Parties”. ATTACHMENTS THIS Contract is comprised of this document and the following Attachments and Exhibits, which are attached hereto and incorporated by reference into this Contract: Attachment A – Scope of Services Attachment B – Payment and Compensation Attachment C – Budget Schedule Attachment D – Staffing Plan Exhibit 1 – Drug Free Workplace Certification Exhibit 2 – Debarment and Suspension Certificate Exhibit 3 – Certification Regarding Lobbying Exhibit 4 – Disclosure Form to Report Lobbying Exhibit 5 – OC Community Resources Contract Reimbursement Policy RECITALS WHEREAS, County and Subrecipient accepts the State of California Employment Development Department Workforce Services Directive dated February 13, 2020, Number WSD20-01; and EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 3 of 54 WHEREAS, the California Workforce Development Board ("CWDB") allocated State General Funds to expand and implement the partnerships and service strategies designed in the Slingshot and Regional Plan Implementation through the Regional Equity and Recovery Partnership ("RERP") grant program; and, WHEREAS, the Orange Regional Planning Unit was allocated $1.3 million in funding to administer and provide services under the RERP; and, WHEREAS, County, acting as the Fiscal Agent of the grant, is empowered to make a portion of the funds available pursuant to the Act ("grant funds”) to Subrecipient, for the purpose of implementing the provisions of the Act; and WHEREAS, Subrecipient and County are entering into this Contract for Regional Workforce Training Services under a firm fixed fee/cost reimbursement usage Contract; and, WHEREAS, County solicited Contract for Regional Workforce Training Services as set forth herein, and Subrecipient represented that it is qualified to provide Regional Workforce Training Services to the County as further set forth here; and, WHEREAS, Subrecipient agrees to provide Regional Workforce Training Services to the County as further set forth in the Scope of Services, attached hereto as Attachment A; and, WHEREAS, County agrees to pay Subrecipient based on the schedule of fees set forth in Payment and Compensation, attached hereto as Attachment B; and, WHEREAS, Subrecipient agrees to manage allotted funding set forth in the Budget Schedule, attached hereto as Attachment C; and WHEREAS, Subrecipient agrees to meet the Staffing Plan requirements set forth in attached hereto as Attachment D; and WHEREAS, the County Board of Supervisors has authorized the Procurement Officer or designee to enter into a Contract for Regional Workforce Training Services with the Subrecipient to carry out certain program services and activities within Fiscal Year 2024-25; and, NOW, THEREFORE, the Parties mutually agree as follows: DEFINITIONS “Administrator” means the Executive Director, of Orange County Community Investment Division (“CID”), as subdivision within the Orange County Community Services (“OCCS”) department, or designee thereof. “Agency” shall mean any County Agency requesting Services of Subrecipient. “Contract” shall mean the legal agreement executed between County and Subrecipient. Contract shall include all documents, terms, conditions, specifications, scope of work, and amendments. “Contract Administrator” means the designated Manager, a Deputy Purchasing Agent (“DPA”) within the Contract Development and Management (“CDM”) team, who shall administer the contractual responsibilities for this Contract and manage all contractual changes as necessary or reasonable to comply with County Policies. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 4 of 54 "County” shall mean the County of Orange, a political subdivision of the State of California “County Data” shall mean all County and County-related records and information available to the Subrecipient as a result of award of Contract. “County’s Project Manager” means the designated Manager with the County Program Management team who shall administer and monitor the services within this Contract as is necessary or reasonable to comply with County policies. “Department” shall mean any County Department requesting Services of Subrecipient. “Director” means the County Director of the Orange County Community Resources (“OCCR”) department. “DPA” shall mean the Deputy Purchasing Agent assigned to this Contract. “May” shall mean something that is not mandatory but permissible. “Service or Services” shall mean Subrecipient’s duties, tasks and responsibilities to fulfill the requirements of this Contract, which are more specifically identified in Scope of Services. “Shall” and “Must” shall mean a mandatory requirement. Failure to meet a mandatory requirement may result in termination for cause under this Contract. “Should” shall mean something that is recommended but not mandatory. “Subcontractor” shall mean a third party not directly employed by the Subrecipient who may provide Services identified in this Contract. “Subrecipient” shall mean the individual, partnership, or corporation who is providing commodities or services under the terms and conditions set forth in this Contract. Subrecipient also includes its employees, Subcontractor(s), agents and affiliates who are providing commodities or services agreed to under this Contract. ARTICLES GENERAL TERMS AND CONDITIONS 1. Governing Law and Venue: This Contract 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. In the event of any legal action to enforce or interpret this Contract, 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 adjudication to another county. 2. Entire Contract: This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 5 of 54 employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County’s Purchasing Agent or designee. 3. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. 4. Taxes: Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out-of-state Subrecipients shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to Subrecipient. 5. Delivery: Time of delivery of commodities and services is of the essence in this Contract. County reserves the right to refuse any commodities and services and to cancel all or any part of the commodities not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed scope of work. Acceptance of any part of the order for commodities shall not bind County to accept future shipments nor deprive it of the right to return commodities already accepted at Subrecipient's expense. Over shipments and under shipments of commodities shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all commodities or services have actually been received and accepted in writing by County. 6. Acceptance Payment: Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the commodities/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance. 7. Warranty: Subrecipient expressly warrants that the commodities covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Subrecipient's part to indemnify, defend and hold County and its indemnities as identified in the Insurance and Indemnification section, and as more fully described in the Insurance and Indemnification section harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 6 of 54 8. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Subrecipient shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Subrecipient warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Subrecipient agrees that, in accordance with the more specific requirement contained in the Insurance and Indemnification section, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees. 9. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Subrecipient without the express written consent of County. Any attempt by Subrecipient to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract. 10. Non-Discrimination: In the performance of this Contract, Subrecipient agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Subrecipient acknowledges that a violation of this provision shall subject Subrecipient to penalties pursuant to Section 1741 of the California Labor Code. 11. Termination: In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty, cost, expense or liability of any kind for cause (“Termination for Cause”, as defined below), or (2) after 30 days’ written notice without cause. Exercise by County of its right to terminate the Contract for cause or without cause shall relieve County of all further compensation, obligation, cost, expense or liability of any kind. 1. Termination for Cause: Termination for Cause shall mean the County’s termination of the Contract in the event of: A. A violation of the law or failure to comply in a timely manner with any condition of this Contract; B. Inadequate program performance; C. Failure to comply with reporting requirements; D. Evidence that Subrecipient is in such an unsatisfactory financial condition, as determined by County, as to endanger performance of this Contract, including the loss of other funding sources; EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 7 of 54 E. Delinquency in payment of taxes or the costs of performance of this Contract in the ordinary course of business;Appointment of a trustee, receiver or liquidator for all or a substantial part of Subrecipient’s property, or institution of bankruptcy, reorganization, arrangement of liquidation proceedings by or against Subrecipient; F. Service of any writ of attachment, levy of execution, or commencement of garnishment proceedings against Subrecipient’s assets or income; G. Bankruptcy proceedings of Subrecipient; H. Finding of Subrecipient’s debarment or suspension; I. Material change in Subrecipient’s organizational structure; J. Any breach of the Contract by Subrecipient; and K. Any misrepresentation, or fraud on the part of the Subrecipient. 2. Cost to Cover. In the event of any termination of the Contract, County may proceed with the work for which this Contract provides in any manner deemed proper by County. The cost to County of completing the work for which this Contract provides shall be deducted from any sums due Subrecipient under this Contract but Subrecipient shall not be relieved of liability. Notwithstanding the above, Subrecipient shall not be relieved of liability to County for damages sustained by County by virtue of any breach of this Contract by Subrecipient, and County may withhold any payments to Subrecipient until such time as the exact amount of damages due County from Subrecipient is determined. 3. Return of funds. Subrecipient agrees that upon expiration or notice of termination of this Contract or dissolution of Subrecipient’s entity, Subrecipient shall, immediately upon written demand, return to County all funds paid to Subrecipient by County, which are not payable for goods or services delivered prior to the termination or expiration of this Contract or the dissolution of Subrecipient’s entity. Nothing in this Article "Termination" shall preclude the County from exercising its termination rights as set forth in Article "Contingency of Funds" or under any other provision in the Contract. 12. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. 13. Independent Subrecipient: Subrecipient shall be considered an independent Subrecipient and neither Subrecipient , its employees, nor anyone working under Subrecipient shall be considered an agent or an employee of County. Neither Subrecipient, its employees nor anyone working under Subrecipient shall qualify for workers’ compensation or other fringe benefits of any kind through County. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 8 of 54 14. Performance Warranty: Subrecipient shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County’s satisfaction. Subrecipient shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other commodities/services furnished by Subrecipient under this Contract. Subrecipient shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Subrecipient shall be fully responsible for all work performed by subcontractors. 15. Changes: Subrecipient shall make no changes in the work or perform any additional work without County’s specific written approval. 16. Change of Ownership/Name, Litigation Status, Conflicts with County Interests: Subrecipient agrees that if there is a change or transfer in ownership of Subrecipient’s business prior to completion of this Contract, and County agrees to an assignment of Contract, the new owners shall be required under the terms of sale or other instruments of transfer to assume Subrecipient’s duties and obligations contained in this Contract and complete them to the satisfaction of County. County reserves the right to immediately terminate Contract in the event County determines that the assignee is not qualified or is otherwise unacceptable to County for the provision of services under Contract. In addition, Subrecipient has the duty to notify County in writing of any change in Subrecipient’s status with respect to name changes that do not require an assignment of Contract. Subrecipient is also obligated to notify County in writing if Subrecipient becomes a party to any litigation against County, or a party to litigation that may reasonably affect Subrecipient’s performance under Contract, as well as any potential conflicts of interest between Subrecipient and County that may arise prior to or during the period of Contract performance. While Subrecipient will be required to provide this information without prompting from County any time there is a change in Subrecipient’s name, conflict of interest or litigation status, Subrecipient must also provide an update to County of its status in these areas whenever requested by County. Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to Subrecipient, this obligation shall apply to Subrecipient’s employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. Subrecipient’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. 17. Force Majeure: Subrecipient shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 9 of 54 disorder, employment strike or other cause beyond its reasonable control, provided Subrecipient gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Subrecipient avails himself of any available remedies. 18. Confidentiality: Subrecipient agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Subrecipient and Subrecipient's staff, agents and employees. 19. Compliance with Laws: Subrecipient represents and warrants that services to be provided under this Contract shall fully comply, at Subrecipient's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively “laws”), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Subrecipient acknowledges that County is relying on Subrecipient to ensure such compliance, and pursuant to the requirements of the Insurance and Indemnification section, Subrecipient agrees that it shall defend, indemnify and hold County and County Indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws. Subrecipient shall remain in compliance and in good standing, maintaining current and active business entity and/or nonprofit registration status, with all applicable federal, state and local registration requirements at the time of execution of the contract through the duration of the term of the Contract, and shall provide annual confirmation of current and active status to County through the term of the Contract. 20. Freight: Prior to County’s express acceptance of delivery of products. Subrecipient assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under Contract. 21. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 22. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney’s fees, costs and expenses. 23. Interpretation: This Contract has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 10 of 54 counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract. 24. Employee Eligibility Verification: Subrecipient warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. Subrecipient shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. Subrecipient shall retain all such documentation for all covered employees for the period prescribed by the law. Subrecipient shall indemnify, defend with counsel approved in writing by County, and hold harmless, County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against Subrecipient or County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. 25. Audits/Inspections: Subrecipient agrees to permit County’s Auditor-Controller or the Auditor-Controller’s authorized representative (including auditors from a private auditing firm hired by County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Subrecipient for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of Contract including, but not limited to, the costs of administering Contract. County will provide reasonable notice of such an audit or inspection. County reserves the right to audit and verify Subrecipient's records before final payment is made. Subrecipient agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Subrecipient agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Subrecipient agrees to include a similar right to County to audit records and interview staff of any subcontractor related to performance of this Contract. Should Subrecipient cease to exist as a legal entity, Subrecipient's records pertaining to this Contract shall be forwarded to County’s project manager. 26. Contingency of Funds: Subrecipient acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County’s Board of EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 11 of 54 Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty. 27. Expenditure Limit: Subrecipient shall notify County of Orange assigned Deputy Purchasing Agent in writing when the expenditures against Contract reach 75 percent of the dollar limit on Contract. County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on Contract unless a change order to cover those costs has been issued. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 12 of 54 INDEMNIFICATION AND INSURANCE PROVISIONS 1. Indemnification Subrecipient agrees to indemnify, defend with counsel approved in writing by County, and hold County, its 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 Subrecipient pursuant to this Contract. If judgment is entered against Subrecipient and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Subrecipient and County agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. Notwithstanding anything stated above, nothing contained herein shall relieve Subrecipient of any insurance requirements of obligations created elsewhere in this Contract. 2. General Insurance Requirements Prior to the provision of services under this Contract, the Subrecipient agrees to carry all required insurance at Subrecipient’s expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Subrecipientagrees to keep such insurance coverage current, provide Certificates of Insurance, and endorsements to the County during the entire term of this Contract. Subrecipient shall ensure that all subcontractors performing work on behalf of Subrecipient pursuant to this Contract shall be covered under Subrecipient’s insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Subrecipient. Subrecipient shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Subrecipient under this Contract. It is the obligation of Subrecipient 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 Subrecipient through the entirety of this Contract for inspection by County representative(s) at any reasonable time. All self-insured retentions (SIR)’s shall be clearly stated on the Certificate of Insurance. Any SIR in excess of Fifty Thousand Dollars $50,000 shall specifically be approved by the County’s Risk Manager, or designee. The County reserves the right to require current audited financial reports from Subrecipient. If Subrecipient is self-insured, Subrecipient will indemnify the County for any and all claims resulting or arising from Subrecipient’s services in accordance with the indemnity provision stated in this contract. If the Subrecipient fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract. Qualified Insurer 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 VIII (Financial Size Category as determined by the most current edition of the Best's 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). EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 13 of 54 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 the company's performance and financial ratings. The policy or policies of insurance maintained by the Subrecipient shall provide the minimum limits and coverage as set forth below. Increased insurance limits may be satisfied with Excess/Umbrella policies. Excess/Umbrella policies when required must provide Follow Form coverage. All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, employees, and agents when acting within the scope of their appointment or employment. Subrecipient shall provide thirty (30) days prior written notice to the County of any policy cancellation or non-renewal and ten (10) days prior written notice where cancellation is due to 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 Contract. Insurance certificates should be forwarded to the agency/department address listed on the solicitation. If the Subrecipient fails to provide the insurance certificates and endorsements within seven (7) days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified vendor. County expressly retains the right to require Subrecipient to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County. County shall notify Subrecipient in writing of changes in the insurance requirements. If Subrecipient does not provide acceptable Certificates of Insurance and endorsements to County incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to Subrecipient, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Subrecipient's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer. 3. Commercial General Liability Minimum limits and coverage $1,000,000 per occurrence; $2,000,000 aggregate Required Coverage Forms The Commercial General Liability coverage shall be written on occurrence basis utilizing Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. Required Endorsements EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 14 of 54 The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: A. 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, employees, and agents as Additional Insureds, or provide blanket coverage, which will state As Required by Written Contract. B. A primary non-contributory endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Subrecipient's insurance is primary, and any insurance or self-insurance maintained by the County shall be excess and non-contributing. 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). 4. Automobile Liability including coverage for owned, non-owned and hired vehicles Minimum limits and coverage $1,000,000 combined Single Limit Required Coverage Forms The 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. 5. Workers Compensation Minimum limits and coverage Statutory Required Endorsements 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. 6. Employers Liability Insurance Minimum limits and coverage $1,000,000 per accident or disease EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 15 of 54 ADDITIONAL TERMS AND CONDITIONS 1. Scope of Contract: This Contract specifies contractual terms and conditions by which County will procure Regional Workforce Training Services Items from Subrecipient as further detailed in the Scope of Services, identified and incorporated herein by this reference as “Attachment A”. 2. Term of Contract: This Contract shall commence upon execution of all necessary signatures and continue through December 31, 2025, unless otherwise terminated by County. 3. Adjustments – Scope of Services: No adjustments made to the Scope of Services will be authorized without prior written approval of County assigned Deputy Purchasing Agent. 4. Bills and Liens: Subrecipient shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Subrecipient shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, Subrecipient shall promptly procure its release and, in accordance with the requirements of Article “Indemnification” above, indemnify, defend, and hold County harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto. 5. Breach of Contract: The failure of Subrecipient to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract: a. Terminate Contract immediately, pursuant to the General Terms and Conditions section, "Termination" Article herein; b. Afford Subrecipient written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach; c. Discontinue payment to the Contactor for and during the period in which Subrecipient is in breach; and d. Offset against any monies billed by Subrecipient but yet unpaid by County those monies disallowed pursuant to the above. 6. Civil Rights: Subrecipient attests that services provided shall be in accordance with Section 188 of the Workforce Innovation and Opportunity Act (WIOA), which prohibits discrimination against all individuals in the United States on the basis of either citizenship status or participation in any financially assisted program or activity; the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, which EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 16 of 54 prohibits discrimination on the bases of race, color and national origin; Section 504 of the Rehabilitation Act of 1973, as amended; which prohibits discrimination against qualified individuals with disabilities; the Age Discrimination Act of 1975 as amended; which prohibits discrimination on the basis of age; Title IX of the Education Amendments of 1972, as amended, which prohibits discrimination on the basis of sex in educational programs; Title II of the Americans with Disabilities Act of 1990, and other applicable State and Federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability. The Subrecipient also assures that, as a Subrecipient of financial assistance, it will comply with 29 CFR part 38 and all other regulations implementing the laws listed above. This assurance applies to the Subrecipient’s operation of the financially assisted program or activity, and to all agreements the Subrecipient makes to carry out the financially assisted program or activity. The Subrecipient understands that the United States has the right to seek judicial enforcement of this assurance. 7. Conflict of Interest – Subrecipient’s Personnel: Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of County. This obligation shall apply to Subrecipient, Subrecipient's officers, directors, employees, agents, and subcontractors associated with accomplishing work and services hereunder. Subrecipient's efforts shall include, but not be limited to establishing precautions to prevent 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 from acting in the best interests of County. Subrecipient shall notify County, in writing, of any potential or actual conflicts of interest between Subrecipient and County that may arise prior to, or during the period of, Contract performance, including, but not limited to, whether any known County public officer’s child is an officer or director of, or has an ownership interest of ten (10) percent or more in, Subrecipient. While Subrecipient will be required to provide this information without prompting from County any time there is a change regarding conflict of interest, Subrecipient must also provide an update to County upon request by County. 8. Conflict of Interest – County Personnel: County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. Subrecipient shall not, during the period of this Contract, employ any County employee for any purpose. 9. Subrecipient's Project Manager and Key Personnel: Subrecipient shall appoint a Project Manager to direct Subrecipient's efforts in fulfilling Subrecipient's obligations under this Contract. This Project Manager shall be subject to approval by County and shall not be changed without the written consent of County’s Project Manager, which consent shall not be unreasonably withheld. Subrecipient's Project Manager shall be assigned to this project for the duration of Contract and shall diligently pursue all work and services to meet the project time lines. County’s Project Manager shall have the right to require the removal and replacement of Subrecipient's Project Manager from providing services to County under this Contract. County’s Project manager shall notify Subrecipient in writing of such action. Subrecipient shall accomplish the removal within five (5) business days after written notice by County’s Project Manager. County’s Project Manager shall review and approve the appointment of the EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 17 of 54 replacement for Subrecipient's Project Manager. County is not required to provide any additional information, reason or rationale in the event it requires the removal of Subrecipient's Project Manager from providing further services under Contract. 10. Subrecipient Personnel – Reference Checks: Subrecipient warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to adequately perform the work under this Contract. Subrecipient's employees assigned to this project must meet character standards as demonstrated by background investigation and reference checks, coordinated by the agency/department issuing this Contract. 11. Subrecipient's Expense: The Subrecipient will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on County sites during the performance of work and services under this Contract. The County will not provide free parking for any service in the County Civic Center. 12. Subrecipient's Records: Subrecipient shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by Subrecipient in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of three (3) years after final payment is received from County. Storage of records in another county will require written approval from County of Orange assigned Deputy Purchasing Agent. 13. Conditions Affecting Work: Subrecipient shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Any failure by Subrecipient to do so will not relieve Subrecipient from responsibility for successfully performing the work without additional cost to County. County assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by County are expressly stated in Contract. 14. Data – Title To: All materials, documents, data or information obtained from County data files or any County medium furnished to Subrecipient in the performance of this Contract will at all times remain the property of County. Such data or information may not be used or copied for direct or indirect use by Subrecipient after completion or termination of this Contract without the express written consent of County. All materials, documents, data or information, including copies, must be returned to County at the end of this Contract. 15. Default – Re-Procurement Costs: In case of Contract breach by Subrecipient, resulting in termination by County, County may procure the commodities and services from other sources. If the cost for those commodities and services is higher than under the terms of the existing Contract, Subrecipient will be responsible for paying County the difference EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 18 of 54 between Contract cost and the price paid, and County may deduct this cost from any unpaid balance due Subrecipient. The price paid by County shall be the prevailing market price at the time such purchase is made. This is in addition to any other remedies available under this Contract and under law. 16. Disputes – Contract: The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Subrecipient's Project Manager and the County‘s Project Manager, as specified in Article titled “Notices" below, such matter shall be brought to the attention of the County DPA by way of the following process: A. The Subrecipient shall submit to the agency/department assigned Deputy Purchasing Agent a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or involving this Contract, unless County, on its own initiative, has already rendered such a final decision. B. The Subrecipient's written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to Contract, Subrecipient shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects Contract adjustment for which Subrecipient believes County is liable. Pending the final resolution of any dispute arising under, related to, or involving this Contract, Subrecipient agrees to diligently proceed with the performance of this Contract, including the delivery of commodities and/or provision of services. Subrecipient's failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of County shall be expressly identified as such, shall be in writing, and shall be signed by County Deputy Purchasing Agent or his designee. If County fails to render a decision within 90 days after receipt of Subrecipient's demand, it shall be deemed a final decision adverse to Subrecipient's contentions. Nothing in this section shall be construed as affecting County’s right to terminate Contract for cause or termination for convenience as stated in Article "Termination" herein. 17. Drug-Free Workplace: Subrecipient hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Subrecipient will: A. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1). B. Establish a drug-free awareness program as required by Government Code Section 8355(a)(2) to inform employees about all of the following: 1. The dangers of drug abuse in the workplace; 2. The organization's policy of maintaining a drug-free workplace EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 19 of 54 3. Any available counseling, rehabilitation and employee assistance programs; and 4. Penalties that may be imposed upon employees for drug abuse violations. C. Provide as required by Government Code Section 8355(a)(3) that every employee who works under this Contract: 1. Will receive a copy of the company's drug-free policy statement; and 2. Will agree to abide by the terms of the company's statement as a condition of employment under this Contract. D. Failure to comply with these requirements may result in suspension of payments under Contract or termination of Contract or both, and Subrecipient may be ineligible for award of any future County contracts if County determines that any of the following has occurred: 1. Subrecipient has made false certification, or 2. Subrecipient violates the certification by failing to carry out the requirements as noted above. 18. Emergency/Declared Disaster Requirements: In the event of an emergency or if Orange County is declared a disaster area by County, state or federal government, Contract may be subjected to unusual usage. Subrecipient shall service County during such an emergency or declared disaster under the same terms and conditions that apply during non- emergency/disaster conditions. The pricing quoted by Subrecipient shall apply to serving County’s needs regardless of the circumstances. If Subrecipient is unable to supply the goods/services under the terms of Contract, then Subrecipient shall provide proof of such disruption and a copy of the invoice for the goods/services from Subrecipient's supplier(s). Additional profit margin as a result of supplying goods/services during an emergency or a declared disaster shall not be permitted. In the event of an emergency or declared disaster, emergency purchase order numbers will be assigned. All applicable invoices from Subrecipient shall show both the emergency purchase order number and Contract number. 19. Error and Omissions: All reports, files and other documents prepared and submitted by Subrecipient shall be complete and shall be carefully checked by the professional(s) identified by Subrecipient as Project Manager and key personnel attached hereto, prior to submission to the County. Subrecipient agrees that County review is discretionary, and Subrecipient shall not assume that the County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Subrecipient's reports, files and other written documents, the reports, files or documents will be returned to Subrecipient for correction. Should the County or others discover errors or omissions in the reports, files or other written documents submitted by the Subrecipient after County approval thereof, County approval of Subrecipient's reports, files or documents shall not be used as a defense by Subrecipient in any action between the County and Subrecipient, and the reports, files or documents will be returned to Subrecipient for correction. 20. Equal Employment Opportunity: Subrecipient shall comply with U.S. Executive Order 11246 entitled, “Equal Employment Opportunity” as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR, EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 20 of 54 Part 60) and applicable state of California regulations as may now exist or be amended in the future. Subrecipient shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental condition. Regarding handicapped persons, Subrecipient will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. Subrecipient agrees to provide equal opportunity to handicapped persons in employment or in advancement in employment or otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicaps in all employment practices such as the following: employment, upgrading, promotions, transfers, recruitments, advertising, layoffs, terminations, rate of pay or other forms of compensation, and selection for training, including apprenticeship. Subrecipient agrees to comply with the provisions of Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of Health and Human Services effective June 3, 1977, and found in the Federal Register, Volume 42, No. 68 dated May 4, 1977, as may now exist or be amended in the future. Regarding Americans with disabilities, Subrecipient agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future. 21. Headings: The various headings and numbers herein, the grouping of provisions of this Contract into separate clauses and articles, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. 22. News/Information Release: Subrecipient agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from County through County’s Project Manager. 23. Notices: Any and all notices, requests demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing with a copy provided to the assigned DPA, except through the course of the Parties’ Project Managers’ routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four (4) calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the Parties hereto may designate by written notice from time to time in the manner aforesaid. Subrecipient: City of Santa Ana EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 21 of 54 Attn: Deborah Sanchez Address: 20 Civic Center Plaza, Santa Ana, CA 92701-4058 Phone: 714-565-2621 Email: DSanchez@santa-ana.org County's Project Manager: OC Community Resources Attn: Francis Barton Address: 1300 South Grant Avenue Building B Santa Ana, CA 92705 Phone: 714-480-6475 Email: Francis.Barton@occr.ocgov.com cc: OC Community Resources/Procurement Services Attn: Chad Ward, County DPA Address: 601 North Ross Street Santa Ana, CA 92701 Phone: (949) 585-6420 Email: chad.ward@occr.ocgov.com 24. Precedence: Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the exhibits and attachments. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 22 of 54 25. Subcontracting: No performance of this Contract or any portion thereof may be subcontracted or otherwise delegated by Subrecipient, in whole or in part, without first obtaining the prior express written consent of County. Any attempt by Subrecipient to subcontract or delegate any performance of this Contract without the prior express written consent of County shall be invalid and shall constitute a material breach of this Contract, and any attempted assignment or delegation in derogation of this paragraph shall be void. In the event that Subrecipient is authorized by County to subcontract, this Contract shall take precedence over the terms of the agreement between Subrecipient and subcontractor, and any agreement between Subrecipient and a subcontractor shall incorporate by reference the terms of this Contract. Contractor shall remain responsible for the performance of this Contract and indemnification of County notwithstanding the County’s consent to Subrecipient's request for approval of a subcontractor. Under no circumstances shall County be required to directly monitor the performance of any subcontractor. All work performed by a subcontractor must be monitored by Subrecipient and must meet the approval of the County of Orange pursuant to the terms of this Contract. 26. Termination – Orderly: After receipt of a termination notice from County of Orange, Subrecipient may submit to County a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by County upon written request of Subrecipient. Upon termination County agrees to pay Subrecipient for all services performed prior to termination which meet the requirements of Contract, provided, however, that such compensation combined with previously paid compensation shall not exceed the total compensation set forth in Contract. Upon termination or other expiration of this Contract, each party shall promptly return to the other party all papers, materials, and other properties of the other held by each for purposes of performance of Contract. 27. Usage: No guarantee is given by County to Subrecipient regarding usage of this Contract. Usage figures, if provided, are approximations. Subrecipient agrees to supply services and/or commodities requested, as needed by County of Orange, at rates/prices listed in Contract, regardless of quantity requested. 28. Usage Reports: Subrecipient shall submit usage reports on an annual basis to the assigned Deputy Purchasing Agent of County of Orange user agency/department. The usage report shall be in a format specified by the user agency/department and shall be submitted 90 days prior to the expiration date of Contract term, or any subsequent renewal term, if applicable. 29. Project Manager, County: The County shall appoint a Project Manager to act as liaison between the County and the Subrecipient during the term of this Contract. The County’s Project Manager shall coordinate the activities of the County staff assigned to work with the Subrecipient. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 23 of 54 The County’s Project Manager shall have the right to require the removal and replacement of the Subrecipient's Project Manager and key personnel. The County’s Project Manager shall notify the Subrecipient in writing of such action. The Subrecipient shall accomplish the removal within three (3) business days after written notice from the County’s Project Manager. The County’s Project Manager shall review and approve the appointment of the replacement for the Subrecipient's Project Manager and key personnel. Said approval shall not be unreasonably withheld. The County is not required to provide any additional information, reason or rationale in the event it requires the removal of Subrecipient's Project Manager from providing further services under the Contract. 30. Permits and Licenses: Subrecipient shall be required to obtain any and all approvals, permits and/or licenses which may be required in connection with the permitted operation as set out herein. No permit approval or consent given hereunder by County in its governmental capacity shall affect or limit Subrecipient's obligations hereunder, nor shall any approvals or consents given by County as a party to this Contract, be deemed approval as to compliance or conformance with applicable governmental codes, laws, ordinances, rules, or regulations. 31. Inventory: County has an ongoing requirement for the commodities indicated in this Contract. Subrecipient shall maintain a reasonable stock on hand of all commodities for delivery upon request. 32. Order Dates: Orders may be placed during the term of Contract even if delivery may not be made until after the term of Contract. Order dates take precedence over delivery dates. Contract must clearly identify the order date on all invoices to County. 33. Ownership of Documents: The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Subrecipient. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Subrecipient without the express written consent of the County. 34. Satisfactory Work: Services rendered hereunder are to be performed to the written satisfaction of County. County’s staff will interpret all reports and determine the quality, acceptability and progress of the services rendered. 35. Access and Records: A. Access. County, the State of California and the United States Government and/or their representatives, shall have access, for purposes of monitoring, auditing, and examining, to Subrecipient’s activities, books, documents and papers (including computer records and emails) and to records of Subrecipient’s Subcontractors, consultants, contracted employees, bookkeepers, EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 24 of 54 accountants, employees and participants related to this Contract. Subrecipient shall insert this condition in each Contract between Subrecipient and a Subcontractor that is approved pursuant to this Contract and shall require the Subcontractor to agree to this condition. Such departments or representatives shall have the right to make excerpts, transcripts and photocopies of such records and to schedule on site monitoring at their discretion. Monitoring activities also may include, but are not limited to, questioning employees and participants and entering any premises or onto any site in which any of the services or activities funded hereunder are conducted or in which any of the records of Subrecipient are kept. Subrecipient shall make available its books, documents, papers, financial records, etc., within three (3) days after receipt of written demand by Administrator which shall be deemed received upon date of sending. In the event Subrecipient does not make the above referenced documents available within the County of Orange, California, Subrecipient agrees to pay all necessary and reasonable expenses incurred by County, or County’s designee, in conducting any audit at the location where said records and books of account are maintained. B. Records Retention. All accounting records and evidence pertaining to all costs of Subrecipient and all documents related to this Contract shall be kept available at Subrecipient’s office or place of business for the duration of this Contract and thereafter for four (4) years after completion of an audit. Records which relate to: (1) complaints, claims, administrative proceedings or litigation arising out of the performance of this Contract; or (2) costs and expenses of this Contract to which County or any other governmental department takes exception, shall be retained beyond the four (4) years until final resolution or disposition of such appeals, litigation, claims, or exceptions. C. Liability. Subrecipient shall pay to County the full amount of County’s liability to the State or Federal government or any department thereof resulting from any disallowance or other audit exceptions to the extent that such liability is attributable to Subrecipient’s failure to perform under this Contract. 36. Signature in Counterparts: The Parties agree that separate copies of this Contract and/or electronic signatures and handwritten signatures may be signed by each of the Parties, and this Contract will have the same force and effect as if the Original had been signed by all the Parties. 37. Licenses: At its own expense, Subrecipient and its Subcontractors, if any, shall, at all time during the term of this Contract, maintain in full force and effect such licenses or permits as may be required by the State of California or any other government entity. Subrecipient and his/her/its Subcontractors, if any, shall strictly adhere to, and obey, all governmental rules and regulations now in effect or as subsequently enacted or modified, as promulgated by any local, State, or Federal governmental entity EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 25 of 54 38. Reports/Meetings: The Subrecipient shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in Attachment A. The County’s Project Manager and the Subrecipient’s Project Manager will meet on reasonable notice to discuss the Subrecipient’s performance and progress under this contract. If requested, the Subrecipient’s Project Manager and other project personnel shall attend all meetings. The Subrecipient shall provide such information that is requested by the County for the purpose of monitoring progress under this contract. 39. Gratuities: The Subrecipient warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Subrecipient or any agent or representative of the Subrecipient to any officer or employee of the County with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the County shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the County in procuring on the open market any goods or services which the Subrecipient agreed to supply shall be borne and paid for by the Subrecipient. The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. 40. County Branding Requirements: Publicity, Literature, Advertisement and Social Media A. 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. B. Subrecipient may develop and publish information related to this Contract where all of the following conditions are satisfied: 1. Subrecipient’s Project Manager must provide its written approval of the content and publication of the information at least 5 days prior to Subrecipient publishing the information, unless a different timeframe for approval is agreed upon by the Project Manager; 2. Unless directed otherwise by the County’s Project Manager, the information will include a statement that the program, wholly or in part, is funded through County, State and Federal government funds from the WIOA Program;The information does not give the appearance that the County, its officers, employees, or agencies endorse: a. any commercial product or service; and, b. any product or service provided by Subrecipient, unless approved in writing by the Subrecipient’s Project Manager; and, If Subrecipient uses social media (such as Facebook, Twitter, YouTube or other publicly available social media sites) to publish information related to this Contract, Subrecipient shall develop social media policies EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 26 of 54 and procedures and have them available to the County’s Project Manager. Subrecipient 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 Contract. The policy is available on the Internet at http://www.ocgov.com/gov/ceo/cio/govpolicies. 41. Maximum Obligation: The total Maximum Obligation of County to the Subrecipient for the cost of services provided in accordance with this Contract is $110,000, as further detailed in the "Budget Schedule" Attachment. 42. Service Contract – Follow-On Work: No person, firm, subsidiary or Subcontractor of a firm that has been awarded a consulting services contract or a contract which includes a consulting component may be awarded a Contract for the performance of services, the purchase of goods or supplies, or the provision of any other related action which arises from or can reasonably be deemed an end-product of work performed under the initial consulting to consulting-related Contract. 43. Subrecipient Bankruptcy/Insolvency: If the Subrecipient should be adjudged bankrupt or should have a general assignment for the benefit of its creditors or if a receiver should be appointed on account of the Subrecipient’s insolvency, the County may terminate this Contract. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 27 of 54 OCWEDD TERMS AND CONDITIONS 1. Debarment Subrecipient shall execute and abide by the Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions, attached hereto and incorporated herein by this reference, and by so doing declares that it is not debarred or suspended or otherwise excluded from or ineligible for participation in Federal/State assistance programs in accordance with 29 C.F.R. Part 98. 2. Lobbying Certification A. Subrecipient shall execute and abide by the terms of the “Certification Regarding Lobbying,” which is incorporated herein by this reference. Subrecipient shall complete and immediately forward to the County’s Project Manager the Disclosure of Lobbying Activities, a copy of which is attached hereto and incorporated herein by this reference, if Subrecipient, or any person, firm or corporation acting on Subrecipient’s behalf, engaged or engages in lobbying any federal office, employee, elected official or agency with respect to this Contract or funds to be received by Subrecipient pursuant to this Contract. B. Subrecipient 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. C. Subrecipient shall be in compliance with the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352 and 29 CFR Part 93). 3. Fraud Subrecipient shall immediately report to the County’s Project Manager, in writing, all suspected, alleged, or known instances and facts concerning possible fraud, abuse or criminal activity by either Subrecipient or its Subcontractor(s) under this Contract. Subrecipient shall inform staff and the general public of how to report fraud, waste or abuse through appropriate postings of incident reporting notice. The County’s Anti-Fraud Program can be accessed https://www.ocgov.com/how-do-i/report/fraud-waste-abuse. Subrecipient shall maintain records, documents, or other evidence of fraud and abuse until otherwise notified by County. 4. Fiscal Appropriations This Contract is subject to and contingent upon available local, state, and/or federal funds and applicable budgetary appropriations being approved by the County of Orange Board of Supervisors for each fiscal year during the term of this Contract. If such appropriations are not approved, the Contract will be terminated, without penalty to the County. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 28 of 54 5. Fiscal Accountability A. Subrecipient shall establish and maintain a sound financial management system, based upon generally accepted accounting principles. Subrecipient’s system shall provide fiscal control and accounting procedures that will include the following: 1. Information pertaining to sub-grant and Contract awards, obligations, unobligated balances, assets, expenditures, and income; 2. Effective internal controls to safeguard assets and assure their proper use; 3. A comparison of actual expenditures with budgeted amounts for each sub grant and Contract; 4. Source documentation to support accounting records; and 5. Proper charging of costs and cost allocation. B. Subrecipient’s Records. Subrecipient’s records shall be sufficient to: 1. Permit preparation of required reports; 2. Permit tracking of funds to a level of expenditure adequate to establish that funds have not been used in violation of the applicable restrictions on the use of such funds; 3. Permit the tracking of program income earned, and any costs incurred (such as stand-in costs) that are otherwise allowable except for funding limitation; and 4. Permit tracking and reporting of leveraging as required by SB734. C. Costs Charged. Cost shall be charged to this Contract only in accordance with the following: a. The WIOA; b. 20 CFR Part 683; c. State implementing legislation; and d. Requirements of Other Funding Sources 6. Indirect Costs Administrative Costs and Indirect Cost Rates (IDCR) are classified as Indirect Costs by the Parties. The IDCR and Administrative Cost Cap are distinct Indirect Costs. The County of Orange reserves the right to cap the Administrative Costs at 10%. The Subrecipient’s IDCR for the year 2024 is 15.92%. Once the Subrecipient reaches the 10% Total Indirect Contract Maximum Administrative Cost Cap, Subrecipient cannot claim reimbursement any administrative cost exceeding the Administrative Cost Cap of 10% of the total contract amount or expenditures, whichever is less. 7. Dissolution of Entity Subrecipient shall notify County immediately of any intention to discontinue its existence or bring an action for dissolution. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 29 of 54 8. Performance Standards Subrecipient shall cooperate with the County with regards to the performance of this Contract. 9. Payments Subrecipient agrees that any and all funds received under this Contract annually for each respective fiscal year shall be disbursed on or before October 31, and that any and all funds remaining as of October 31 annually, which have not been disbursed shall be returned by Subrecipient to County within thirty (30) days of the expiration or earlier termination of the Contract in accordance with the Termination paragraph of this Contract. No expense of Subrecipient will be reimbursed by County if incurred after October 31 of each fiscal year. Upon the effective date of this Contract, County shall make payment to Subrecipient in accordance with the following payment schedule: A. Monthly Payments: Beginning the first of the month following the contract effective date, upon receipt and approval by OC Community Resources – OC Community Services of Subrecipient’s invoice showing prior month(s) actual expenditures, County shall make monthly reimbursement payments based on Subrecipient’s invoice so long as the total payments under this Contract do not exceed the Contract Maximum Obligation. B. County Discretion: At the sole discretion of County, payments to Subrecipient may be made more frequently than monthly, but such payments shall always be in arrears and not in advance of the provision of services by Subrecipient. C. Invoices: Subrecipient shall provide monthly invoices by the 10th day following the month being reported. If the 10th falls on a weekend or holiday, the invoice/data report is due the next business day. Invoices shall show the most up to date costs chargeable to the program(s) referenced in this Contract and in accordance with the OC Community Resources Contract Reimbursement Policy for documenting Subrecipient costs, incorporated herein by this reference. Failure to provide any of the required documentation will cause County to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to Subrecipient, until such documentation has been received and approved by the County. All costs included on invoices must be eligible for reimbursement and allowable costs under WIOA and all applicable laws, regulations, and requirements set forth in the Compliance with Law – Contract Paragraph of this Contract. If Subrecipient expenditures for any program referenced in this Contract fall below 20% of planned expenditures for any cumulative period commencing from the beginning of the term of this Contract, Subrecipient may be subject to a reduction in funding. No payments will be authorized if any preceding month’s reports or invoices have not been received. Refer to Payment/Compensation Attachment of this Contract for additional information. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 30 of 54 10. Budget Schedule Subrecipient agrees that the expenditures of any and all funds under this Contract will be in accordance with the Budget Schedule Attachment, which by this reference is incorporated herein and made a part hereof as if fully set forth. Subrecipient shall ensure all costs incurred under the Contract, and its performance hereunder, shall comply with all applicable laws, regulations, and requirements set forth in Compliance with Law – Contract paragraph of this Contract. 11. Modification of Budget Schedule Upon written approval from the Administrator the Contract Administrator shall have the authority to transfer allocated program funds from one category of the overall program Budget Schedule to any other category of the overall Budget Schedule pursuant to a written request submitted by Subrecipient. No such transfer may be made without the express prior written approval of County. Subrecipients will be limited to three (3) adjustments per year. Each modification shall be submitted to the County’s Project Manager using the Budget Modification forms provided by the Contract Administrator, no later than ten (10) days after the end of the first three quarters of the fiscal year as necessary. The County has the right but not the obligation to make changes to the Budget Schedule at any time. County initiated adjustments will not count towards the three allowed modifications each year. 12. Annual Audit Subrecipient shall arrange for an independent audit to be performed by a Certified Public Accountant, for funds received from County, in accordance with Audit Requirements detailed in the Scope of Services. 13. Non-Discrimination and Compliance Provisions A. State laws. i. Subrecipient shall, unless exempted, ensure compliance with the requirements of Cal. Gov. Code § 11135 et seq., and 2 CCR § 11140 et seq., which prohibit recipients of state financial assistance from discriminating against persons based on race, national origin, ethnic group identification, religion, age, sex, sexual orientation, color, or disability. ii. Subrecipient’s signature affixed hereon shall constitute a certification, under penalty of perjury under the laws of the State of California, that Subrecipient has, unless exempted, complied with the nondiscrimination program requirements of Government Code Section 12900 (a-f) and Title 2, California Code of Regulations, Section 8103. iii. Subrecipient shall include the nondiscrimination and compliance provisions of this Non- Discrimination and Compliance Provisions paragraph “A” in all sub-contracts to perform work under this Contract. B. Title VI of Civil Rights Act. Subrecipient hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 [42 USC 2000d; 45 CFR 80](P.L. 88-352) and all requirements imposed by or EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 31 of 54 pursuant to the Regulation of the Department of Health and Human Services (45 CFR Part 80) issued pursuant to that title, to the end that, in accordance with Title VI of the Act and the Regulation, no person in the United States shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which funds are made available under this Contract. Subrecipient hereby gives assurance that it will immediately take any measures necessary to effectuate this Contract. C. Title VII of Civil Rights Act. Subrecipient shall comply with Title VII of the Civil Rights Act of 1964 (42 U.S.C. 2000), as amended by the Equal Opportunity Act of March 24, 1972 (Public Law No. 92 261), and with all applicable rules, regulations and orders promulgated pursuant thereto, as now in existence or as hereafter amended. D. Disability discrimination. Subrecipient shall comply with Sections 503 and 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.), and all requirements imposed by the applicable regulations and guidelines issued pursuant to those statutes, including 45 CFR, Part 84. E. Addition and future laws. Other current and future federal and state laws prohibiting discrimination on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation. F. Failure to comply. If Subrecipient fails to comply with the requirements of any Sub-Paragraphs of this Non-Discrimination and Compliance Provisions paragraph, Administrator may withhold payment to Subrecipient and/or terminate this Contract in accordance with the Termination paragraph. 14. Publication No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance or prepared in connection with this Contract, are to be released by Subrecipient and/or anyone acting under the supervision of Subrecipient to any person, partnership, company, corporation, or department, without prior written approval by the County, except as necessary for the performance of the services of this Contract. All press releases, including graphic display information to be published in newspapers, magazines, or other media of any kind, are to be administered only by the County unless otherwise agreed to by both Parties. Nothing herein shall limit Subrecipient’s ability to comply with the CPRA, etc., in compliance with the requirements set forth in Confidentiality paragraph of this Contract. 15. Drug Free Workplace Subrecipient hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Subrecipient will: A. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1). EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 32 of 54 B. Establish a drug-free awareness program as required by Government Code Section 8355(a)(2) to inform employees about all of the following: i. The dangers of drug abuse in the workplace; ii. The organization’s policy of maintaining a drug-free workplace; iii. Any available counseling, rehabilitation and employee assistance programs; and iv. Penalties that may be imposed upon employees for drug abuse violations. C. Provide as required by Government Code Section 8355(a)(3) that every employee who works under this Contract: i. Will receive a copy of the company’s drug-free policy statement; and ii. Will agree to abide by the terms of the company’s statement as a condition of employment under this Contract. D. Failure to comply with these requirements may result in suspension of payments under Contract or termination of Contract or both, and Subrecipient may be ineligible for award of any future County contracts if County determines that any of the following has occurred: i. Subrecipient has made false certification, or ii. Subrecipient violates the certification by failing to carry out the requirements as noted above. Subrecipient shall execute and abide by the Certification for a Drug-Free Workplace attached hereto and incorporated herein by this reference. 16. D-U-N-S Number and Related Information D-U-N-S Number is a unique, 9-digit identifier issued and maintained by the Dun & Bradstreet (D&B) that verifies the existence of a business entity. The D-U-N-S number is needed to coordinate with the System for Award Management (SAM) that combines Federal procurement systems and the Catalog of Federal Domestic Assistance into one new system. https://www.SAM.gov. The D-U-N-S Number must be provided to County at the County’s request and prior to the execution of this Contract. Subrecipient shall ensure all D-U-N-S information is up to date and the D-U-N-S number status is “active,” with no active exclusions prior to execution of this Contract. If County cannot access the Subrecipient’s D-U-N-S information related to this Federal subaward on the Federal Funding Accountability and Transparency Act subaward Reporting system (SAM.GOV) due to errors in the Subrecipient’s data entry for its D-U-N-S number, the Subrecipient must immediately update the information as required. The County reserves the right to verify and validate any information prior to contract award and during the entire term of the Contract. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 33 of 54 17. Program Income County’s Maximum Obligation herein shall be reduced by the amount of any program income earned by Subrecipient, from sources other than County, as a result of this Contract or the services provided by Subrecipient pursuant to this Contract. It shall be the responsibility of Subrecipient to inform the County in writing of any income earned as a result of this Contract. It is mutually understood that the State or Federal agency responsible for providing the funding for this Contract may designate certain revenue of Subrecipient as Program Income. To be designated as Program Income and therefore, as other than a cost off-set. Subrecipient shall do all of the following: A. Submit a plan to the County for use of any and all proposed Program Income; and B. Set-up and maintain a separate bank account for any proposed Program Income and account for any and all such income received. C. Report to County 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 County. County shall then forward the plan for the requested use of the proposed Program Income to the appropriate State and/or Federal agencies for approval. Subrecipient shall not spend any of the proposed Program Income unless or until such time as County obtains authorization for the use of the Program Income from the responsible State and/or Federal agency and provides Subrecipient with prior written approval for the use of the funds. County may, in its sole discretion, issue future policy statements and/or instructions with respect to Program Income. Subrecipient shall immediately comply with such policy statements and/or instructions. 18. Modification of Program Components and Service Levels The Parties hereto agree that those program components and service levels detailed in various Attachments of this Contract (i.e. Scope of Service, etc.) may be modified upon mutual written agreement of the Administrator and Subrecipient so long as the total payments under this Contract are not increased and the basic goals and objectives of the program are not altered. Should the Federal Government and/or the State of California modify any program component and/or service level detailed in the various Attachments then the County shall have the right to unilaterally modify this Contract to meet such requirements. A. County may at any time, unilaterally, by written notification to Subrecipient, make changes within the general scope of this Contract, including, in the definition of services and tasks to be performed, the manner in which services are performed, the time and place of performance thereof and additional related provisions. Changes may be made when necessitated by changes in the WIOA Youth Program Services - TBD operations or performance, the operations or performance of Subrecipient, or changes in applicable EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 34 of 54 statutes, regulations or State of California or Federal mandates or directives, or for other reasons. The Subrecipient shall review the County’s written notification, resolve any questions regarding the change, and indicate its understanding of the additional expectation within three (3) business days after receipt of notification. Subrecipient shall perform all such changes promptly but in no event later than ten (10) business days after receiving County’s notification unless otherwise directed by the County. Such changes will be memorialized into the Contract through a Contract amendment, as soon as practicable, but shall be effective upon the County’s issuance of the notification. B. Subrecipient and County shall make a good faith effort to reach agreement with respect to changes to the scope, which affect the price of services under the Contract. Subrecipient’s protest or failure to agree to the amount of any adjustment to be made as a result of the anticipated amendment shall be a dispute for which an appeal may be made pursuant to this Contract. Notwithstanding the foregoing, the price of services under this Contract shall not be increased except by written amendment of this Contract indicating the new services and price of this Contract if applicable. Until the Parties reach agreement, Subrecipient shall not be obligated to assume increased performance under the anticipated amendment beyond the limitation of funds established within this Contract. C. Subrecipient may request changes in the scope of performance or services under this Contract, by submitting a written request to the County’s Project Manager describing the request and its impact on the Scope of Services and Budget Schedule. The County’s Project Manager will review the request and respond in writing within ten (10) business days. The County’s Project Manager’s decision whether to approve the request or request Board of Supervisors’ approval shall be final. The Contract Administrator may approve a request that meets all of the following criteria: i. It does not materially change the terms of this Contract, and ii. It is supported by adequate consideration to County. Board of Supervisors’ action is necessary to approve a request from Subrecipient that does not satisfy all of the criteria listed above. 19. Intellectual Property A. Federal Funding: In any Contract funded in whole or in part by the Federal government, County may acquire and maintain the Intellectual Property rights, title, and ownership, which result directly or indirectly from the Contract, except as provided in 37 Code of Federal Regulations Part 401.14. Subrecipient agrees to grant the County, Federal and State governments a royalty-free, non-exclusive, irrevocable, paid-up license throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in any manner for governmental purposes and to have and permit others to do so. B. Ownership: i. Except where County has agreed in a signed writing to accept a license, County shall be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all intellectual property, from the moment of creation, whether or not jointly conceived, that are EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 35 of 54 made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract. ii. For the purposes of this Contract, Intellectual Property means recognized protectable rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right of publicity, author’s rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, good will, any data or information maintained, collected or stored in the ordinary course of business by County, and all other legal rights protecting intangible proprietary information as may exist now and/or hereafter come into existence, and all renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other State, country or jurisdiction. a. For the purposes of the definition of Intellectual Property, "works" means all literary works, writings and printed matter including the medium by which they are recorded or reproduced, photographs, art work, pictorial and graphic representations and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sound recordings, tapes, educational materials, interactive videos, computer software and any other materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed for the purposes of producing those final products. "Works" does not include articles submitted to peer review or reference journals or independent research projects. iii. In the performance of this Contract, Subrecipient may exercise and utilize certain of its Intellectual Property in existence prior to the effective date of this Contract. In addition, under this Contract, Subrecipient may access and utilize certain of County’s Intellectual Property in existence prior to the effective date of this Contract. Except as otherwise set forth herein, Subrecipient shall not use any of County’s Intellectual Property now existing or hereafter existing for any purposes without the prior written permission of County. Except as otherwise set forth herein, neither the Subrecipient nor County shall give any ownership interest in or rights to its Intellectual Property to the other Party. If, during the term of this Contract, Subrecipient accesses any third-party Intellectual Property that is licensed to County, Subrecipient agrees to abide by all license and confidentiality restrictions applicable to County in the third-party’s license Contract. iv. Subrecipient agrees to cooperate with County in establishing or maintaining County’s exclusive rights in the Intellectual Property, and in assuring County’s sole rights against third parties with respect to the intellectual Property. If the Subrecipient enters into any Contracts or subcontracts with other parties in order to perform this Contract, Subrecipient shall require the terms of the Contract(s) to include all Intellectual Property Paragraph provisions of this Contract (A) through (I). Such terms must include, but are not limited to, the subcontractor assigning and agreeing to assign to County all rights, title and interest in Intellectual Property made, conceived, derived from, or reduced to practice by the subcontractor, Subrecipient or County and which result directly or indirectly from this Contract or any subcontract. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 36 of 54 v. Pursuant to (B)(iv) of the Intellectual Property Paragraph of this Contract, the requirement for the Subrecipient to include all Intellectual Property Paragraph provisions (A) through (I) of the Intellectual Property Paragraphs in all contracts and subcontracts it enters into with other parties does not apply to contracts or subcontracts that are for customized and on-the-job training as authorized under 20 CFR 680.700-840. vi. Subrecipient further agrees to assist and cooperate with County in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce County’s Intellectual Property rights and interests. C. Retained Rights/License Rights: i. Except for Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract, Subrecipient shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective date of this Contract. Subrecipient hereby grants to County, without additional compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose of Subrecipient’s Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this Contract, unless Subrecipient assigns all rights, title and interest in the Intellectual Property as set forth herein. ii. Nothing in this provision shall restrict, limit, or otherwise prevent Subrecipient from using any ideas, concepts, know-how, methodology or techniques related to its performance under this Contract, provided that Subrecipient’s use does not infringe the patent, copyright, trademark rights, license or other Intellectual Property rights of County or third party, or result in a breach or default of any provisions of the Intellectual Property Paragraphs (A) through (I) or result in a breach of any provisions of law relating to confidentiality. D. Copyright: i. Subrecipient agrees that for purposes of copyright law, all works (as defined in Ownership, Intellectual Property Paragraph (B)(ii) of authorship made by or on behalf of Subrecipient in connection with Subrecipient’s performance of this Contract shall be deemed "works made for hire." Subrecipient further agrees that the work of each person utilized by Subrecipient in connection with the performance of this Contract will be a "work made for hire," whether that person is an employee of Subrecipient or that person has entered into a contract with Subrecipient to perform the work. Subrecipient shall enter into a written Contract with any such person that (i) all work performed for Subrecipient shall be deemed a "work made for hire” under the Copyright Act and (ii) that person shall assign all right, title, and interest to County to any work product made, conceived, derived from or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 37 of 54 ii. All materials, including, but not limited to, computer software, visual works or text, reproduced or distributed pursuant to this Contract that include Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract may not be reproduced or disseminated without prior written permission from County. E. Patent Rights: With respect to inventions made by Subrecipient in the performance of this Contract, which did not result from research and development specifically included in the Contract’s Scope of Services, Subrecipient hereby grants to County a license as described under Intellectual Property Paragraph (C) for devices or material incorporating, or made through the use of such inventions. If such inventions result from research and development work specifically included within the Contract’s Scope of Services, then Subrecipient agrees to assign to County, without additional compensation, all its right, title and interest in and to such inventions and to assist County in securing United States and foreign patents with respect thereto. F. Third Party Intellectual Property: Except as provided herein, Subrecipient agrees that its performance of this Contract shall not be dependent upon or include any Intellectual Property of Subrecipient or third party without first: (i) obtaining County’s prior written approval; and (ii) granting to or obtaining for County’s, without additional compensation, a license, as described in Intellectual Property Paragraph (C) for any of Subrecipient’s or third-party’s Intellectual Property in existence prior to the effective date of this Contract. If such a license upon these terms is unattainable, and County determines that the Intellectual Property should be included in or is required for Subrecipient’s performance of this Contract, Subrecipient shall obtain a license under terms acceptable to County. G. Warranties: i. Subrecipient represents and warrants that: a. Subrecipient has secured and will secure all rights and licenses necessary for its performance of this Contract. b. Neither Subrecipient’s performance of this Contract, nor the exercise by either Party of the rights granted in this Contract, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract will infringe upon or violate any Intellectual Property right, non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by, any State, the United States, or any foreign country. There are currently no actual or threatened claims by any such third party based on an alleged violation of any such right by Subrecipient. c. Neither Subrecipient’s performance nor any part of its performance will violate the right of privacy of or constitute a libel or slander against any person or entity. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 38 of 54 d. Subrecipient has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites locations, property or props that may be used or shown. e. Subrecipient has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to County in this Contract. f. Subrecipient has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g. Subrecipient has no knowledge of any outstanding claims, licenses or other charges, liens or encumbrances of any kind or nature whatsoever that could affect in any way Subrecipient’s performance of this Contract. ii. COUNTY MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY RESULTING FROM THIS CONTRACT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED. H. Intellectual Property Indemnity: i. Subrecipient shall indemnify, defend and hold harmless County and its licensees and assignees, elected and appointed officials, officers, directors, employees, agents, representatives, successors, and users of its products, ("Indemnitees") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnitees may be subject, whether or not Subrecipient is a party to any pending or threatened litigation, which arise out of or are related to: a. The incorrectness or breach of any of the representations, warranties, covenants or agreements of Subrecipient pertaining to Intellectual Property; or, b. Any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of County’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 39 of 54 effective date of this Contract. County reserves the right to participate in and/or control, at Subrecipient’s expense, any such infringement action brought against County. ii. Should any Intellectual Property licensed by the Subrecipient to County under this Contract become the subject of an Intellectual Property infringement claim Subrecipient will exercise its authority reasonably and in good faith to preserve County’s right to use the licensed Intellectual Property in accordance with this Contract at no expense to County. County shall have the right to monitor and appear through its own counsel (at Subrecipient’s expense) in any such claim or action. In the defense or settlement of the claim, Subrecipient may obtain the right for County to continue using the licensed intellectual Property or, replace or modify the licensed Intellectual Property, so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, County may be entitled to a refund of all monies paid under this Contract, without restriction or limitation of any other rights and remedies available at law or in equity. iii. Subrecipient agrees that damages alone would be inadequate to compensate County for breach of any term of these Intellectual Property Paragraph provisions (A) through (I) by Subrecipient. Subrecipient acknowledges County would suffer irreparable harm in the event of such breach and agrees County shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity. I. Survival: The provisions set forth herein shall survive any termination or expiration of this Contract or any Contract schedule. 20. Complaint Resolution Process and Grievance Procedures for Participants Subrecipient shall comply with grievance procedures, as defined by the program’s funding stream. Subrecipient shall advise participants of their right to file complaints and of the procedures for resolution of complaints. Subrecipient shall follow program’s procedures for handling complaints which is available from the County’s Project Manager for alleging a violation of regulations, grants or other agreements. Any decision of the County, the State or the Federal government relating to the complaint shall be binding on Subrecipient. Subrecipient shall post the entire Notice of the Grievance Procedure Process in a location that is commonly visible for program participants on its website and at its service location(s). 21. Sectarian Activities Subrecipient certifies that this Contract does not aid or advance any religious sect, church or creed for a purpose that is sectarian in nature, nor does it help to support or sustain any school, college, university, hospital or other institution controlled by any religious creed, church, or sectarian denomination. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 40 of 54 22. Standards of Conduct A. General Assurance. Every reasonable course of action will be taken by Subrecipient in order to maintain the integrity of this expenditure of public funds and to avoid favoritism and questionable or improper conduct. This Contract will be administered in an impartial manner, free from efforts to attain personal, financial or political gain. Subrecipient, its officers and employees, in administering this Contract, will avoid situations which give rise to a suggestion that any decision was influenced by prejudice, bias, special interest or desire for personal gain. B. Employment of Former State or County Employees. Subrecipient will ensure that any of its employees who were formerly employed by the State of California or County, in a position that could have enabled such individuals to impact policy regarding or implementation of programs covered by this Contract, will not be assigned to any part or phase of the activities conducted pursuant to this Contract for a period of not less than two years following the termination of such employment. C. Conducting Business Involving Relatives. No relative by blood, adoption or marriage of any executive or employee of Subrecipient will receive favorable treatment when considered for enrollment in programs provided by, or employment with Subrecipient. D. Conducting Business Involving Close Personal Friends and Associates. Executives and employees of Subrecipient will be particularly aware of the varying degrees of influence that can be exerted by personal friends and associates and, in administering this Contract, will exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to friends and associates. When it is in the public interest for Subrecipient to conduct business with a friend or associate of an executive or employee of Subrecipient or an elected official in the area or a staff person or consultant who is a member or officer of the Board of Directors or other official governing body of Subrecipient, a permanent record of the transaction will be retained. E. Avoidance of Conflict of Economic Interest. No executive or employee of Subrecipient, elected official in the area, or any staff person or consultant who is a member or officer of the Board of Directors or other official governing body of Subrecipient will solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by Subrecipient or County. 23. Literature/Publicity Any literature distributed by Subrecipient for the purpose of apprising businesses, participants, or the general public of its programs under this Contract shall state that its program, wholly or in part, is funded through County, State and Federal government funds; are supported by the County of Orange and the Orange County Development Board and shall state that the program is an "equal opportunity employer/program" and that "auxiliary aids and services are available upon request to individuals with disabilities." EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 41 of 54 24. Participants A. Eligibility- Only participants who have been determined to meet program requirements shall be enrolled by Subrecipient. Determinations that participants meet eligibility requirements shall be made by the Orange County Workforce Solutions Center funded by County, and, when applicable, by City of Santa Ana - Regional Workforce Training Services . B. Benefits- Benefits shall be provided to participants in accordance with the standards and requirements set forth in the Act, including Section 181. C. Rights and Privileges- All participants enrolled in courses pursuant to the Contract shall be entitled to all the rights and privileges to which other Subrecipient students are entitled, including, but not limited to, special instruction, use of facilities on Subrecipient’s premises such as the libraries and learning centers, counseling, student body activities, and veterans’ benefits. Subrecipient’s representatives will provide academic counseling for participants and inform them of Subrecipient’s services available to them. D. Labor standards- Subrecipient shall adhere to the Labor standards described in the Act, including Section 181 of the Act, and all other applicable codes and regulations. 25. Policies and Procedures Subrecipient shall monitor its program for compliance with the provisions of this Contract. 26. Sweat-free Code of Conduct All Subrecipients contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, or supplies have been furnished to the Subrecipient from sources that include sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The Subrecipient further declares under penalty of perjury that they adhere to the Sweat-free Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108. The Subrecipient agrees to cooperate fully in providing reasonable access to the Subrecipient’s records, documents, agents or employees, or premises if reasonably required by authorized officials of the State or County, the Department of Industrial Relations, or the Department of Justice to determine the Subrecipient’s compliance with the requirements under this paragraph. 27. S.W.A.G The Subrecipient and its Subcontractor/Vendors shall comply with Governor’s Executive Order 2-18- 2011, which bans expenditures on promotional and marketing items colloquially known as “S.W.A.G.” or “Stuff We All Get.” EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 42 of 54 28. Corporate Status All corporate Subrecipients shall be registered with the California Secretary of State and shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board, or Internal Revenue service. The corporate Subrecipient shall maintain the good status standing with the Secretary of State of California throughout the term of this Contract. Any change in corporate status or suspension shall be reported by Subrecipient immediately in writing to County’s Project Manager. If Subrecipient fails to maintain good standing or has failed to be in good standing at the time of the effective date of this Contract, County, in addition to all remedies available under the law and this Contract, pursuant to Termination provision of this Contract, terminate this Contract for cause. Subrecipient, by signing this Contract, does swear under penalty of perjury that no more than one (1) final unappealable finding of contempt of court by a federal court has been issued against Subrecipient within the immediately preceding two-year period because of Subrecipient’s failure to comply with an order of a federal court which orders the Subrecipient to comply with an order of the National Labor Relations Board. 29. Compliance with Law - Contract: In its performance under this Contract, Subrecipient shall fully comply with the requirements of the following, whether or not otherwise referred to in this Contract: A. All applicable Federal statues, regulations, policies, procedures and directives, including but not limited to, 20 CFR Parts 676 through 678 and Parts 675, 679 through 687. i. All applicable standards and orders and requirements issued under Section 306 of the Clean Air Act https://www.gpo.gov/fdsys/pkg/USCODE-2013-title42/html/USCODE-2013-title42-chap85- subchapIII-sec7606.htm, Section 508 of the Clean Water Act and Environmental Protection Agency regulations https://www.epa.gov/enforcement/clean-water-act-cwa-and-federal-facilities ii. All mandatory standards and policies relating to energy efficiency as particularized in the State Energy Conservation Plan (Title 20, California Code of Regulations), as required by the U.S. Energy Policy and Conservation Act (P.L. 94-163) as each may now exist or be thereafter amended; https://www.ecfr.gov/current/title-10/part-420 iii. Davis-Bacon Act https://www.law.cornell.edu/cfr/text/29/part-5 “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction” iv. Copeland “Anti-Kickback” Act https://www.dol.gov/agencies/whd/government- contracts/copeland-anti-kickback v. Byrd Anti-Lobbying Amendment https://www.law.cornell.edu/cfr/text/29/part-93 vi. Compliance with Section 6002 of the Solid Waste Disposal Act https://www.ecfr.gov/current/title-45/section-75.331 EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 43 of 54 vii. Equal Employment Opportunity provisions in Executive Order (E.O.) 11246, as amended by E.O. 11375 https://www.presidency.ucsb.edu/documents/executive-order-11246-equal- employment-opportunity and supplemented by the requirements of 41 CFR Part 60. https://www.law.cornell.edu/cfr/text/41/chapter-60 viii. Compliance with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act http://law.justia.com/codes/us/1997/title40/chap5/subchapii/sec328 B. All applicable State statues, regulations, policies, procedures and directives; C. All applicable County policies, procedures and directives; D. All applicable local ordinances and requirements, including use permits and licensing; E. Court orders applicable to Subrecipient’s operations; F. All federal and state guidance and training and employment guidance letters; and G. The terms and conditions of this Contract, including Attachments and Exhibits. Nothing in this Compliance with Law- Contract Paragraph shall limit Subrecipients obligations or County’s rights or Subrecipient’s obligations under Compliance with Laws Paragraph or under any other provision in the Contract. 30. Other Requirements – Program Confidentiality A. Without prejudice to or limitation of any other Section/Paragraph of this Contract, Subrecipient shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of Federal and State law. However, Subrecipient shall submit to County, the State of California and/or the United States government or their representatives, all records requested for administrative purposes, including audits, examinations, monitoring and verification of reports submitted by Subrecipient, costs incurred and services rendered hereunder. B. Subrecipient shall require all of its employees, agents, subcontractors and volunteer staff who may provide services to Subrecipient under this Contract to sign an agreement with Subrecipient before commencing the provision of any such services, to maintain the confidentiality of any and all materials and information with which they may come into contact, or the identities or any identifying characteristics or information with respect to any and all participants referred to Subrecipient by County, except as may be required to provide services under this Contract or to those specified in this Contract as having the capacity to audit Subrecipient, and as to the latter, only during such audit. Subrecipient shall provide reports and any other information required by County in the administration of this Contract, and as otherwise permitted by law. C. The State of California Information Practices Act of 1977 sets forth certain requirements and safeguards regarding records pertaining to individuals, including the rights of access by the subject individual and by third parties. The disclosure of information from student records is governed by the Federal Family Educational Rights and Privacy Act (FERPA) and in part by the State of California Education Code and Subrecipient Policies Applying to the Disclosure of Information and Student Records. It is the purpose of these policies to provide reasonable interpretations of those laws and to protect the student’s right to privacy. The Federal Family Educational Rights and Privacy Act (FERPA) is a U.S. federal law that protects the privacy of student records. Generally, this law states schools must have written permission from the student in order to release any information from a student’s education EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 44 of 54 record. The Subrecipient shall be guided by the following principles: (1) the release of any personally identifiable student information to any third parties shall be managed in ways that are in compliance with FERPA and (2) the information in the student’s file should be disclosed to the student upon request. Therefore, Subrecipient shall procure the written consent from students enrolled through the County allowing Subrecipient to disclose to the participants’ employer, County of Orange, State of California, or U.S. Department of Labor student information such as grades, academic disputes and other matters related to a student’s status as a student. Such consent shall be obtained materially in the form, titled Family Educational Rights and Privacy Act (FERPA) Authorization to Release Information to a Designated Third Party. D. Subrecipient agrees that any and all subcontracts entered into shall be subject to the confidentiality requirements of this Contract. 31. Contingent Fees The Subrecipient warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees of the Subrecipient or bona fide established commercial or selling agencies maintained by the Subrecipient for the purpose of securing business. For breach or violation of this warranty, the County shall have the right to terminate this Contract in accordance with the termination clause and at its sole discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee from the Subrecipient. 32. Transitional Requirements One-hundred and eighty (180) days prior to the expiration/cancellation of the term of the Contract, Subrecipient shall provide the County with a plan for transitioning services provided under this Contract to the County, or third party(ies) designated by the County, upon the termination or expiration of the Contract for any reason (“Termination Transition Plan”). Subrecipient’s Termination Transition Plan shall include all details necessary to guide Subrecipient, County, and other third-party vendors through the process of migrating all functions and services previously performed by Subrecipient to the County or its new designee(s) and shall include at least the following elements: a. Meets County timeline requirements; b. Details specific transition activities to be accomplished; c. Assigns responsibility for owning the execution of each transition activity; d. Assigns responsibility for all supporting roles for each transition activity; e. Includes timelines detailing expected durations for each transition activity; f. Is documented and available to all entities associated with providing services under the Contract; g. Ensures appropriate subject matter experts are assigned to plan development; and h. Identifies termination risks associated with transitioning the services. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 45 of 54 The County shall have the right to approve and request modifications to the Termination Transition Plan, and Subrecipient shall make all such modifications in a timely manner. The Parties acknowledge and agree that County’s operations are dependent on the services provided under this Contract and County’s inability to receive such services may result in irreparable damages to County. The provisions of this clause shall survive the expiration or termination of this Contract. 33. Set-Off In addition to, and cumulative of, all other remedies at law, in equity or provided under this Contract, County may set off against any and all amounts otherwise payable to Subrecipient pursuant to any of the provisions of this Contract: (A) any and all amounts claimed by County in good faith to be owed by Subrecipient to County pursuant to any of the provisions of this Contract; (B) any and all amounts claimed by County in good faith to be owed by Subrecipient pursuant to any other written agreement between the Parties; and (C) any costs previously invoiced by Subrecipient that (i) have been determined by the County, or applicable California or federal authority, to be disallowed or ineligible under WIOA and/or all applicable laws, regulations, and requirements set forth in the Compliance with Law – Contract Paragraph of this Contract, and (ii) have not been reimbursed to the County after sixty-days’ notice that such cost is disallowed or ineligible under WIOA. Within forty-five (45) calendar days after any such set-off by County, County shall provide Subrecipient with a written accounting of such set-off and a written statement of the reasons therefore. 34. No Termination or Suspension of Services (Continued Performance) Notwithstanding anything to the contrary contained herein, and even if any dispute arises between the Parties or Subrecipient alleges the County’s breach of contract, and regardless of whether the Parties require at any time the use of any dispute resolution procedures in the Disputes – Contract Paragraph or otherwise established by the Parties in writing, or the exercise of the Set-Off Paragraph, in no event nor for any reason shall Subrecipient, during the term of the Contract, suspend or otherwise interrupt the provision of services to the County or under this Contract, interrupt any obligations of or related to a Termination Transition Plan, disable any assets used to provide services, or perform any other action that prevents, impedes, or reduces in any way the provision of services or the County’s ability to conduct its activities, unless: (A) authority to do so is granted by the County’s Contract Administrator (or his or her designee) in writing or conferred by a court of competent jurisdiction; or, (B) the term of this Contract has expired, or been terminated pursuant to the Termination Paragraph hereof and Subrecipient has performed all services required to complete the Termination Transition Plan to the satisfaction of the County, and the Contract Administrator has provided written notice thereof. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 46 of 54 SIGNATURE PAGE IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the date following their respective signatures CITY OF SANTA ANA,* Signature Name Title Date ATTEST: Signature Name Title Date APPROVED AS TO FORM: Signature Name Title Date RECOMMENDED FOR APPROVAL: Signature Name Title Date COUNTY OF ORANGE, A political subdivision of the State of California COUNTY AUTHORIZED SIGNATURE: Deputy Purchasing Agent Signature Name Title Date * If the contracting party is a corporation, (2) two signatures are required: one (1) signature by the Chairman of the Board, the President or any Vice President; and one (1) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. The signature of one person alone is sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two categories described above. For County purposes, proof of such dual office holding will be satisfied by having the individual sign the instrument twice, each time indicating his or her office that qualifies under the above described provision. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signee to bind the corporation. Andrea Garcia-Miller, Assistant City Attorney 1/6/2025 EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 47 of 54 ATTACHMENT A - SCOPE OF SERVICES 1. Scope of Services A. Background and Purpose The Workforce Innovation and Opportunity Act (WIOA) requires partnerships under California’s State Plan as the primary mechanism for aligning education and training services with regional industry sector needs in California’s fifteen WIOA Regional Planning Units. California state law requires coordination between K-12, Community Colleges and WIOA systems and requires the use of sector strategies as the operational framework for the state’s workforce system. The purpose of this Contract is to provide Regional Workforce Training Services under the Regional Equity and Recovery Partnerships (RERP) grant and by the Orange County Workforce Development Board (OCWDB) and its Subrecipients for workforce services in the region. The Orange Workforce Alliance (OWA) (formerly Orange Regional Planning Unit) consists of the Orange County Workforce Development Board (OCWDB), Anaheim Workforce Development Board (AWDB), and Santa Ana Workforce Development Board (SAWDB). The Orange Workforce Alliance will work to accelerate and deepen existing regional efforts that support regional system alignment, partnerships, and regional programs that achieve economic growth, economic equity, shared prosperity and a clean environment. The RERP grant focuses on strengthening the relationship with Orange County community colleges and businesses by creating short-term targeted education interventions to increase workforce preparation and participation for targeted populations in priority industry sectors. B. Subrecipient Responsibilities 1. Service Requirements The Subrecipient, in partnership with the Orange County Workforce Development Board (OCWDB) and Anaheim Workforce Development Board (AWDB), under the OWA will work to establish and facilitate regional goals and objectives; develop regional strategies, policies, and programs as part of regional planning and infrastructure development; focus on targeted populations, communities, and/or WIOA activities as a key partner in the state identified Regional Planning Unit. Regional efforts through the RERP grant will develop programs for targeted populations that include English language learners, first generation college students, and immigrants. The two priority sectors identified for this project with a substantial current and potential impact on the regional economy based on labor market information include health care and information technology. The OWA will collaborate with Coastline College, North Orange County Continuing Education, Santa Ana College, and Saddleback College to support the program development and enrollment of target populations in Medical Laboratory Technician, Cybersecurity, Supply Chain Management, Amazon Web Services, and Introduction to Information Technology programs. The programs offered through the community college partners will include strategies that support the targeted populations through additional support services, cohort models and Vocational ESL training. Regional Workforce Training Services includes, but is not limited to the following: A. Central to the City of Santa Ana is the Santa Ana WORK Center, a proud partner of the American Job Center of California (AJCC) network. The City of Santa Ana designs and implements programs and services for adult job seekers, dislocated workers, young adults, and businesses. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 48 of 54 B. To comply with the requirements of this Agreement, Subrecipient shall deliver regional workforce services to eligible participants at the Santa Ana WORK Center. The Subrecipient shall provide individualized assessments, case management, job development, job placement, and follow-up services under the Workforce Innovation and Opportunity Act. C. Subrecipient shall conform to all WIOA regulations, directives and policy guidance issued by the State, and local area during the term of this Agreement. In addition, Subrecipient shall support the mission, vision, values, goals and initiatives of the Orange Workforce Alliance. D. Participant data must be captured on the State Grant Data Solution (SGDS) and/or CalJOBS system as determined by the region. E. Subrecipient is responsible for program and fiscal monitoring of direct Contractors and/or Subrecipients. F. Subrecipient is responsible for reporting WIOA leveraged resources on a monthly basis, pursuant to this grant. B. Deliverables The Subrecipient will be expected to meet or exceed the following deliverables: A. Collaborate with the Orange County and Anaheim Workforce Development Boards to carry out RERP activities and provide a strategic and coordinated effort to unify business engagement efforts, identify and engage industry champions, and support regional industry partner organizations. B. Work with OWA and Regional Organizer to add community college programs to the Eligible Training Provider List (ETPL) and determine a common process across districts/colleges for WIOA participants to use Individual Training Accounts (ITAs) for the ETPL programs. C. Work with OWA and Regional Organizer to determine common goals/activities between WDB and community college sector strategies. D. Work with OWA and Regional Organizer to develop a process to evaluate credit-for-prior learning for WIOA participants and determine how the individual community college district’s credit-for-prior learning policies may impact Orange County residents. E. Assist OWA and Regional Organizer in designing a regional communication hub; this may include general sector information, a calendar of events and meetings, county labor market information, or a communication network. F. Assist OWA and Regional Organizer with building community partnerships in the 2 identified industry sectors: Healthcare and Information Communication Technology (ICT) and Digital Media. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 49 of 54 G. Promote regional collaboration and support regional activities. H. Attend regional workforce development board partner meetings and trainings. I. Assist the RO in the development and implementation of capacity building, training, and development opportunities for staff and partners. J. Subrecipient will have access to the Project Manager and Regional Organizer, who will assist with the scheduling and information needed to complete the required deliverables for said services and projects pertaining to the Orange Regional Planning Unit. K. Subrecipient is responsible for submitting all fiscal and program reports and other documentation to the Orange County Workforce Development Board, lead fiscal agent for RERP grant, pursuant to funding source requirements. L. Due dates of project and program development activities will be project specific and will be determined at the time of the project assignment. M. Participant data must be captured on the State Grant Data Solution (SGDS) and/or CalJOBS system as determined by the region. N. The Santa Ana Workforce Development Board will be responsible for serving a minimum of 19 participants upon the time of contract execution through October 31, 2025. This number is 14% of the total number of participants to be served by the OWA for the duration of this grant. C. Documentation and File Maintenance The Subrecipient understands that all books and records pertaining to this Agreement, including payroll and attendance records of participating employees, are subject to inspection by the County, federal or state agencies and others for auditing, monitoring or investigating activities pursuant to any contract resulting from this Agreement. All records shall be maintained for a period of seven (7) years beyond the completion of this Agreement. If the Subrecipient receives notice of any litigation or claim involving the grant award or otherwise relating to this Agreement, Subrecipient shall retain records until otherwise instructed by the County. Subrecipient shall maintain documentation for every enrolled participant pursuant to WIOA directives. C. County Responsibilities A. County shall assign a County Project Manager and coordinate all services closely with Subrecipient. B. County shall assist in providing necessary information pertinent in the conduct of the services, as requested. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 50 of 54 C. County Project Manager shall monitor and track project status to ensure it is progressing within the project timeframe. D. County Project Manager shall review and approve all services required in this Contract. E. County Project Manager shall review and approve invoices. F. County Project Manager shall submit the monthly State Grant Data Solutions (SGDS) report on behalf of the Orange Workforce Alliance (OWA). EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 51 of 54 ATTACHMENT B - PAYMENT AND COMPENSATION 1. Compensation: This is a firm fixed fee Contract between County and Subrecipient for Regional Workforce Training Services as set forth in the “Scope of Services" Attachment. Subrecipient agrees to accept the specified compensation as set forth in this Contract as full payment for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by Subrecipient of all its duties and obligations hereunder. Subrecipient shall only be compensated as set forth herein for work performed in accordance with the Scope of Work. County shall have no obligation to pay any sum in excess of the fixed rates specified herein unless authorized by amendment in accordance with Articles "Changes" and "Amendments" of County Contract Terms and Conditions, which may require approval by the County Board of Supervisors. 2. Fees and Charges: County will pay the fees and charges in accordance with the provisions of this Contract. Payment shall be as follows: Line Item Description Unit of Measurement Unit Cost 1 City of Santa Ana – Regional Workforce Training Services each $110,000.00 TOTAL NOT TO EXCEED AMOUNT OF: $110,000.00 3. Price Increase/Decreases: No price increases will be considered during the first year/term of the Contract. County requires documented proof of cost increases on Contracts prior to any price adjustment. A minimum of 30-days advance notice in writing is required for consideration of such adjustment. No retroactive price adjustments will be considered. All price decreases will automatically be extended to County of Orange. County may enforce, negotiate, or cancel escalating price Contracts or take any other action it deems appropriate, as it sees fit. The net dollar amount of profit will remain firm during the period of Contract. Adjustments increasing Subrecipient’s profit will not be allowed. 4. Firm Discount and Pricing Structure: Subrecipient guarantees that prices quoted are equal to or less than prices quoted to any other local, State or Federal government entity for services of equal or lesser scope. Subrecipient agrees that no price increases shall be passed along to County during the term of this Contract not otherwise specified and provided for within this Contract. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 52 of 54 5. Subrecipient’s Expense: Subrecipient will be responsible for all costs related to photo copying, telephone communications and fax communications while on County sites during the performance of work and services under this Contract. 6. Payment Terms – Payment in Arrears: Invoices are to be submitted in arrears to the user agency/department to the ship-to address, unless otherwise directed in this Contract. Subrecipient shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice in a format acceptable to County of Orange and verified and approved by the agency/department and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with Subrecipient. Billing shall cover services not previously invoiced. The Subrecipient shall reimburse the County of Orange for any monies paid to the Subrecipient for services not provided or when services do not meet the Contract requirements and/or are not eligible for reimbursement or allowable costs under WIOA and all applicable laws, regulations, and requirements set forth in Article 69 (Compliance with Law – Contract) of this Contract. No payments will be made if any preceding months’ data, reports, or invoices are outstanding, unless otherwise approved by the Administrator. No payments will be made for costs incurred by Subrecipient which are not “allowable costs” applicable to Subrecipient under 2 CFR Part 200. Whenever Subrecipient is not in compliance with any provision of this Contract, County’s Project Manager, may withhold payment or a portion thereof until such time Subrecipient comes into compliance. County shall promptly review invoices submitted by Subrecipient and, within thirty (30) days after receiving each invoice, County shall either: (a) approve such invoice in its entirety; or (b) notify Subrecipient, in writing, of those portion(s) of such invoice that are denied, together with the reasons stated therefore (i.e. disallowed cost, lack of documentation, etc.). County’s Project Manager, also reserves the right to refuse and withhold payment to Subrecipient for later disallowed costs; or for any expenditure determined by County’s Project Manager, not to be in compliance with this Contract, or unrelated to activities for which this Contract provides, or inappropriate to such activities; or for which there is inadequate supporting documentation presented; or for which prior approval was required but was either not requested or not granted. Payment to Subrecipient may be refused until County receives reimbursement from Subrecipient for any Subrecipient outstanding disallowed costs. Total Monthly Costs may exceed one-twelfth of the Maximum Obligation of County. Upon receipt of sufficient written justification from the Subrecipient, as determined in the sole discretion of the County’s Project Manager, or designee, the Project Manager, has the discretion, in any given month, to pay over the monthly one-twelfth of the Maximum Obligation. Payments made by County shall not preclude the right of County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or services. EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 53 of 54 7. Taxpayer ID Number: Subrecipient shall include its taxpayer ID number on all invoices submitted to County for payment to ensure compliance with IRS requirements and to expedite payment processing. 8. Payment – Invoicing Instructions: Payment – Invoicing Instructions: Subrecipient will provide an invoice on Subrecipient’s letterhead for goods delivered and/or services rendered. In the case of goods, Subrecipient will leave an invoice with each delivery. Each invoice will have a number and will include the following information: 1. Subrecipient’s name and address 2. Subrecipient’s remittance address, if different from “a” above 3. Subrecipient’s Taxpayer ID Number 4. Name of County Agency/Department 5. Delivery/service address 6. Contract MA-012-25010265 7. Requisition 1695376 8. Agency/Department’s Account Number 9. Date of invoice 10. Product/service description, quantity, and prices 11. Sales tax, if applicable 12. Freight/delivery charges, if applicable 13. Total Program Invoice(s) must be emailed to the following address: Email: einvoice@occr.ocgov.com 9. Payment (Electronic Funds Transfer (EFT): County of Orange offers Subrecipients the option of receiving payment directly to their bank account via an Electronic Fund Transfer (EFT) process in lieu of a check payment. Payment made via EFT will also receive an Electronic Remittance Advice with the payment details via e-mail. An e-mail address will need to be provided to The County of Orange via an EFT Authorization Form. To request a form, please contact the agency/department Procurement Buyer listed in Contract. Upon completion of the form, please mail, fax or email to the address or phone listed on the form. 10. Close-Out Deadlines: The close-out invoice is due on January 15, 2026, without exceptions. In cases of returned invoices due to errors or Disallowed costs, Subrecipient must resubmit revised invoice(s) within two (2) business days of EXHIBIT 1 County of Orange OC Community Resources MA-012-25010265 Regional Workforce Training Services Page 54 of 54 notification from County. Request for budget modifications and/or invoice revisions from the Subrecipient will be restricted to a minimum for June or final program month invoices and will only be allowed at the County’s discretion. Subrecipient must submit the final program month invoice estimates by November 30, 2025. Estimates must be projected based on anticipated actual expenditure. Invoices submitted or received after the close-out period will not be reimbursed. EXHIBIT 1 ATTACHMENT C BUDGET SCHEDULE REGIONAL WORKFORCE TRAINING SERVICES 1. The Contract total shall not exceed $110,000.00. Each project description and corresponding budget under this Contract shall be mutually determined and agreed upon by County and Subrecipient. Project descriptions shall be in the Scope of Services Attachment, herein and corresponding project budgets shall be listed in the “Budget Schedule” Attachment herein. 2. Subrecipient’s Budget: Activities Total Budget Amount Regional Equity and Recovery Partnerships (RERP) Grant End Date: October 31, 2025: Direct Program Costs $110,000.00 Indirect Costs (10% Administrative Costs) $0 Total Contract: $110,000.00 3. The budget contained in the “Budget Schedule” Attachment of this Contract are high-level budgets. Prior to the submission of the 1st month’s invoice of this Contract term, the negotiated detailed budget must be submitted to the County for final approval. A budget template will be provided by the County. 4. Subrecipient may request to shift funds between programs, or between budgeted line items within a program, for the purpose of meeting specific program needs by utilizing a Budget/Staffing Modification Request Form provided by the Contract must include a justification narrative specifying the purpose of the request, the amount of said funds to be shifted, and the sustaining annual impact of the shift as may be applicable to the current Fiscal Year Budget and/or future Fiscal Year Budgets. Subrecipient shall obtain written approval of Budget/Staffing Modification Request(s) from the County prior to implementation by Subrecipient. 5. In support of the monthly invoice, Subrecipient shall submit monthly Expenditure Reports on a form acceptable to, or provided by, the County and will report actual costs. Invoices shall be submitted based upon the approved detailed budget. EXHIBIT 1 ATTACHMENT D STAFFING PLAN REGIONAL WORKFORCE TRAINING SERVICES Title FTE* Workforce Development Manager .2 TOTAL: .2 *1.00 FTE = Full-Time Equivalent The substitution or addition of other key individuals in any given category or classification shall be allowed only with prior written pre-approval of the County Project Manager. The Parties agree that the County has the right to require other or additional personnel to perform services under the Contract, as required. The specific individuals will be assigned based on the need and time of the service/class required. Assignment of additional key personnel shall be subject to County approval. EXHIBIT 1 Exhibit 1 DRUG FREE WORKPLACE CERTIFICATION Company/Organization Name City of Santa Ana The Contractor or grant recipient named above hereby certifies compliance with Government Code 8355 in matters relating to providing a drug-free workplace. The above named Contractor will: 1.Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited in the person’s or organization’s workplace and specifying the actions to be taken against employees for violations of the prohibitions, as required by Government Code Section 8355(a). 2.Establish a Drug Free Awareness Program as required by Government Code Section 8355(b), to inform employees about all of the following: A.The dangers of drug abuse in the workplace, B.The person’s or organization’s policy of maintaining a drug-free workplace, C.Any available drug counseling, rehabilitation and employee assistance programs, and D.Penalties that may be imposed upon employees for drug abuse violations 3.Provide as required by Government code Section 8355I that every employee who works on the proposed contract or grant A.Will receive a copy of the company’s drug-free policy statement described in paragraph (1) above, and B.Will agree to abide by the terms of the company’s statement as a condition of employment in the contract or grant. CERTIFICATION I, the official named below, hereby swear that I am duly authorized legally to bind the contractor or grant recipient to the above described certification. Official’s Name Orange County, California Date Executed Executed in the County of Contractor or Grantee Recipient Signature and Title EXHIBIT 1 Exhibit 2 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTIONS This certification is required by the regulations implementing Executive Order 12549, Debarment and suspension, 29 CFR Part 98.510, Participants’ responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211) (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION) (1)The contractor or grant recipient of Federal assistance funds certifies, by submission of this exhibit document, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2)Where the contractor or grant recipient of Federal assistance funds is unable to certify to any of the statements in this certification, the contractor or grant recipient shall attach an explanation to this exhibit document. Name Title Authorized Signature Date EXHIBIT 1 Exhibit 2 DEBARMENT AND SUSPENSION CERTIFICATION - Instructions for Certification 1.By signing and submitting this exhibit document, the contractor or grant recipient of Federal assistance funds is providing the certification as set out below. 2.The certification in the clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the contractor or grant recipient of Federal assistance funds knowingly rendered an erroneous certification in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. 3.The contractor recipient of Federal assistance funds shall provide immediate written notice to the County of Orange/Workforce Investment Board to which this certification document is submitted if at any time the contractor or grant recipient of Federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4.The contractor or grant recipient of Federal assistance funds agrees by submitting this certification document that, should the covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 5.The contractor or grant recipient of Federal assistance funds further agrees by submitting this certification document that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 6.The contractor or grant recipient in a covered transaction may rely upon a certification of a contractor or grant recipient in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. The contractor or grant recipient may decide the method and frequency by which it determines the eligibility of its principals. 7.Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the contractor or grant recipient is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 8.Except for transactions authorized under paragraph 5 of these instructions, if the contractor or grant recipient in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment. EXHIBIT 1 Exhibit 3 CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief, that: 1.No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a member of Congress, an officer or employee of Congress, or an employee of a Member of Congress 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. 2.If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, ”Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all* subrecipients shall certify and disclose award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all* subrecipients shall certify and disclose award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all* subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10, 000 and not more than $100,000 for each such failure. Grantee/Contractor Organization Name Title Authorized Signature Date *Note: In these instances, "All," in the Final Rule is expected to be clarified to show that it applies to covered contract/grant transactions over $100,000 (per OMB). City of Santa Ana EXHIBIT 1 Exhibit 4 INSTRUCTIONS FOR COMPLETION OF SF-LLL DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity 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 in connection with a covered Federal action. Use the SF LLL-A Continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying is and has been secured to influence the outcome of a covered action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4.Enter the full name, address, city, state and zip code of the reporting entity. Include congressional district. if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e. g. the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts. subgrants and contract awards under grants. 5. If the organization filing the report, in item 4 checks "Subawardee", then enter the full name, address, city, state, and zip code of the prime Federal recipient. Include congressional district, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e. g. Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number the contract, grant. or loan award number; the application proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP DE 90 09." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the primary entity identified in item 4 or 5. 10.(a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI). 11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report enter he cumulative amount of payment made or planned to be made. 12.Check the appropriate box(es). Check all boxes that apply. If payment is made through an in kind contribution, specify the nature and value of the in kind payment. 13.Check the appropriate box(es). Check all boxes that apply. If other, specify nature. 14.Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted and the officer(s), employee(s), or Member(s) of Congress that were contacted. 15.Check whether or not a SF LLL A Continuation Sheet(s) is attached. 16.The certifying official shall sign and date the form, print his/her name, title, and telephone number. Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions. searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget. Paperwork Reduction Project (0348 0046) Washington D.C., 20503. EXHIBIT 1 Exhibit 4 DISCLOSURE OF LOBBYING ACTIVITIES Complete this form to disclose activities pursuant to 31 U.S.C 1352 1.Type of Federal Actions: a. contract b. grant c.cooperative agreement d. loan e.loan guarantee f.loan insurance 2.Status of Federal Actions: a. bid/offer/application b.initial award c.post-award 3.Report Type: a.initial filing b.material change For material change only: Year: Quarter: Date of last report: 4.Name and Address of Reporting Entity Prime Subawardee Tier if known Congressional District, if known: 5.If Reporting Entity in No. 4 is a Subawardee: Enter Name and Address of Prime: Congressional District, if known: 6.Federal Department / Agency:7.Federal Program Name/Description 8.Federal Action Number, if known:9.Award Amount, if known: $ 10a. Name and Address of Lobbying Entity (if individual, last name, first name, MI): (attach Continuation Sheets SF-LLL-A, if necessary) 10b. Individual Performing Services (including address if different from No. 10a) (last name, first name, MI): 11.Amount of Payment (check all that apply): $ Actual Planned 13.Type of Payment (check all that apply) a. retainer b. one-time free c. commission d.contingent fee e. deferred f.other specify: 12.Form of Payment (check all that apply): a.cash b.in-kind: specify: nature: value: 14.Enter Description of Services performed or to be Performed and date(s) of Service, including officer(s), employee(s), or Member(s) contacted, for Payment indicated on item 11: 15.Continuation sheet(s) SF-LLL-A attached: Yes No 16.Information requested through this form authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semiannually and will be available for public inspection. An person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: Print Name: Title: Telephone No: Date: EXHIBIT 1 Exhibit 4 DISCLOSURE OF LOBBYING ACTIVITIES CONTINUATION SHEET Approved by OMS - 0348-0046 Reporting Entity: Page of BILLING CODES 3410-01 -C; 6450-01-C; 6890-01 ;6025-01-C; 7510-01-C , 35 1 0-FE-C; 8120-01 -C; 4710-24-C, 6116-01 -C, EXHIBIT 1 EXHIBIT 5 Subject: OC Community Resources Contract Reimbursement Policy Effective: July 1, 2010 Revised: January 17, 2020 Page 1 of 2 PURPOSE: This policy contains updated fiscal documentation requirements for contract reimbursement for OC Community Services and OC Housing & Community Development. The procedures provide instructions for submitting reimbursement demand letter or invoice. REFERENCES: Executed County Board of Supervisors approved contract Budget included in contract or presented as an attachment 48 CFR Part 31 Contract Cost Principles and Procedures 24 CFR Parts 85, 570.502, 570.201, 576.21, 576.51 and 576.61: For OC Housing & Community Development Contracts only. 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) BACKGROUND: The executed Board of Supervisors approved contract is the authorization for all aspects of payment, including the maximum amount to be paid, the payee, and the scope of services and work. Payments are made in strict accordance with the contract terms. Allowable costs are identified in referenced Uniform Guidance and Code of Federal Regulations (CFR). ATTACHMENTS: Reimbursement Policy Status Form (RPS-1) POLICY: Contractor is responsible for the submission of accurate claims. This reimbursement policy is intended to ensure that the Contractor is reimbursed based on the code or codes that correctly describe the services provided. This information is intended to serve only as a general reference resource regarding OC Community Services’ and Housing & Community Development reimbursement policy for the services described and is not intended to address every aspect of a reimbursement situation. Accordingly, OC Community Services and OC Housing & Community Development may use reasonable discretion in interpreting and applying this policy to services provided in a particular case. Other factors affecting reimbursement may supplement, modify or, in some cases, supersede this policy. These factors may include, but are not limited to: legislative mandates and County directives. OC Community Services and OC Housing & Community Development may modify this reimbursement policy at any time by publishing a new version of the policy. However, the information presented in this policy is accurate and current as of the date of publication. Cost incurred by Contractor must be substantiated and incurred during the contract period. Total of all reimbursements cannot exceed the amount of the contract. Cost must be allowable under applicable Code of Federal Regulations (CFR) or Uniform Guidance. All supporting documentation for reimbursement must be submitted with demand letter or invoice. If contract requires matching contribution, documentation substantiating contribution match must be submitted with demand letter or invoice. EXHIBIT 1 Page 2 of 2 At any time, based on County’s business needs and/or Contractor’s performance, the County may designate Contractor to submit abbreviated or comprehensive documentation, as identified in the respective sections. Upon designation, Contractor will be notified, in writing via Reimbursement Policy Status Form, of which requirements are in full force. When Contractor is required to submit comprehensive documentation, in addition to the items identified in the Abbreviated Documentation Requirements Section, Contractor must also provide the documentation identified in the Comprehensive Documentation Requirements Section. PROCEDURES: Abbreviated Documentation Requirements Compile and submit: 1.Supporting documentation includes, but is not limited to: a. General ledger/expense transaction report b.Payroll register or labor distribution report c.Payroll allocation plan d.Personnel Documentation e.Benefit plan and calculation of benefit f.Employer-employee contract for non-customary benefits (if applicable) g.Pre-approval documentation for equipment purchases equal to or greater than $5,000 2.The following is required with the first month’s invoice only: a.Cost allocation plan for rent, utilities, etc. b.Indirect rate approved by cognizant agency (if applicable) 3.Summary of leveraged resources (if applicable) 4.Demand letters must contain the following certification (if required by Contract): “By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31 Sections 3729-3730 and 3801-3812)” 5.Grantee Performance Report (if required by Contract) 6.Supporting documentation shall be on single-sided sheets 7.Please redact employees’ Social Security Number from payroll reports 8.Demand letter or invoice, along with supporting documentation shall be submitted to: OC Community Resources Accounting 601 N. Ross St., 6th Floor Santa Ana, CA 92701 Comprehensive Documentation Requirements In addition to abbreviated documentation, compile and submit: 9.Purchase orders, invoices, and receipts 10.Cashed checks 11.Check register 12. Consultant/sub-contractor invoices (with description of services) 13.Travel expense documentation: mileage reimbursement, hotel bill, meal reimbursement ACTION: Distribute this policy to all appropriate staff INQUIRIES: Inquiries may be directed to OCCR Accounts Payable at: OCCRAccountsPayable@occr.ocgov.com EXHIBIT 1 EXHIBIT 5 Reimbursement Policy Status (RPS-1) Reimbursement Policy Status Form Per OC Community Resources Contract Reimbursement Policy, in regards to the Contract # listed herein, Contractor is designated with the Documentation Status of Abbreviated unless Comprehensive is checked below. If the contractor’s designation should change to Abbreviated, a new status form shall be approved. All related documentation requirements are in full force, until further notice. Contractor: City of Santa Ana Effective Date: Upon Execution Contract #: MA-012-25010265 Documentation Status: ☐ Abbreviated ☒ Comprehensive ************************************************************************************************************* Program Authorization by: Auditor Controller Authorization by: Print Name Print Name Signed by: Signed by: Date: Date: Two signatures are required to implement the form. Distribution: Contractor Auditor Controller Contract File Program File EXHIBIT 1 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 1 of 54 Contract MA-012-25010267 For Regional Workforce Consulting Services Between OC Community Resources And City of Santa Ana EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 2 of 54 CONTRACT MA-012-25010267 BETWEEN County of Orange AND City of Santa Ana FOR Regional Workforce Consulting Services CFDA# FAIN# PROGRAM/SERVICE TITLE FUNDING AGENCY 17.258 AA-35818-22-55-A-6 Regional Plan Implementation (RPI) 5.0 Department of Labor THIS Contract MA-012-25010267 for Regional Workforce Consulting Services ("Contract") is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California on behalf of OC Community Resources, Workforce & Economic Development Division (“County”) and City of Santa Ana, D-U-N-S No. 083153247 and UEI No. KZE9G2M4GRX9, a municipal corporation in the State of California, with a place of business at 20 Civic Center Plaza, Santa Ana, CA 92701-4058, (“Subrecipient”), with County and Subrecipient sometimes referred to as “Party”, or collectively referred to as “Parties”. ATTACHMENTS THIS Contract is comprised of this document and the following Attachments and Exhibits, which are attached hereto and incorporated by reference into this Contract: Attachment A – Scope of Services Attachment B – Payment and Compensation Attachment C – Federal Award Identification Number Attachment D – Budget Schedule Attachment E – Staffing Plan Exhibit 1 – Drug Free Workplace Certification Exhibit 2 – Debarment and Suspension Certificate Exhibit 3 – Certification Regarding Lobbying Exhibit 4 – Disclosure Form to Report Lobbying Exhibit 5 – OC Community Resources Contract Reimbursement Policy RECITALS WHEREAS, Congress has enacted the "Workforce Investment Act of 1998," subsequently reauthorized on July 22, 2014 as the Workforce Innovation and Opportunity Act ("WIOA"), hereinafter referred to as EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 3 of 54 "the Act," to provide workforce innovation activities, through statewide and local workforce investment systems, that increase employment, retention and earnings of participants, and increase occupational skill attainment by participants, and, as a result, improve the quality of the workforce and enhance the productivity and competitiveness of the Nation; and WHEREAS, County and Subrecipient accepts the State of California Employment Development Department Workforce Services Directive dated February 13, 2020, Number WSD20-01; and WHEREAS, County, acting as the Administrator of the Act funds, is empowered to make a portion of the funds available pursuant to the Act (“grant funds”) to Subrecipient, for the purpose of implementing the provisions of the Act; and WHEREAS, Subrecipient and County are entering into this Contract for Regional Workforce Consulting Services under a firm fixed fee/cost reimbursement usage Contract; and, WHEREAS, County solicited Contract for Regional Workforce Consulting Services as set forth herein, and Subrecipient represented that it is qualified to provide Regional Workforce Training Services to the County as further set forth here; and, WHEREAS, Subrecipient agrees to provide Regional Workforce Consulting Services to the County as further set forth in the Scope of Services, attached hereto as Attachment A; and, WHEREAS, County agrees to pay Subrecipient based on the schedule of fees set forth in Payment and Compensation, attached hereto as Attachment B; and, WHEREAS, Subrecipient agrees to manage allotted funding set forth in the Budget Schedule, attached hereto as Attachment D; and WHEREAS, Subrecipient agrees to meet the Staffing Plan requirements set forth in attached hereto as Attachment E; and WHEREAS, Subrecipient received notification of the Federal Award Identification Number, attached hereto as Attachment C; and WHEREAS, the County Board of Supervisors has authorized the Procurement Officer or designee to enter into a Contract for Regional Workforce Consulting Services with the Subrecipient to carry out certain program services and activities within Fiscal Years 2024-2025; and, NOW, THEREFORE, the Parties mutually agree as follows: DEFINITIONS “Administrator” means the Executive Director, of Orange County Community Investment Division (“CID”), as subdivision within the Orange County Community Services (“OCCS”) department, or designee thereof. “Agency” shall mean any County Agency requesting Services of Subrecipient. “Contract” shall mean the legal agreement executed between County and Subrecipient. Contract shall include all documents, terms, conditions, specifications, scope of work, and amendments. “Contract Administrator” means the designated Manager, a Deputy Purchasing Agent (“DPA”) within the Contract Development and Management (“CDM”) team, who shall administer the contractual EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 4 of 54 responsibilities for this Contract and manage all contractual changes as necessary or reasonable to comply with County Policies. "County” shall mean the County of Orange, a political subdivision of the State of California “County Data” shall mean all County and County-related records and information available to the Subrecipient as a result of award of Contract. “County’s Project Manager” means the designated Manager with the County Program Management team who shall administer and monitor the services within this Contract as is necessary or reasonable to comply with County policies. “Department” shall mean any County Department requesting Services of Subrecipient. “Director” means the County Director of the Orange County Community Resources (“OCCR”) department. “DPA” shall mean the Deputy Purchasing Agent assigned to this Contract. “May” shall mean something that is not mandatory but permissible. “Service or Services” shall mean Subrecipient’s duties, tasks and responsibilities to fulfill the requirements of this Contract, which are more specifically identified in Scope of Services. “Shall” and “Must” shall mean a mandatory requirement. Failure to meet a mandatory requirement may result in termination for cause under this Contract. “Should” shall mean something that is recommended but not mandatory. “Subcontractor” shall mean a third party not directly employed by the Subrecipient who may provide Services identified in this Contract. “Subrecipient” shall mean the individual, partnership, or corporation who is providing commodities or services under the terms and conditions set forth in this Contract. Subrecipient also includes its employees, Subcontractor(s), agents and affiliates who are providing commodities or services agreed to under this Contract. ARTICLES GENERAL TERMS AND CONDITIONS 1. Governing Law and Venue: This Contract 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. In the event of any legal action to enforce or interpret this Contract, 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 adjudication to another county. 2. Entire Contract: This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 5 of 54 exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County’s Purchasing Agent or designee. 3. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. 4. Taxes: Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out-of-state Subrecipients shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to Subrecipient. 5. Delivery: Time of delivery of commodities and services is of the essence in this Contract. County reserves the right to refuse any commodities and services and to cancel all or any part of the commodities not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed Scope of Services. Acceptance of any part of the order for commodities shall not bind County to accept future shipments nor deprive it of the right to return commodities already accepted at Subrecipient's expense. Over shipments and under shipments of commodities shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all commodities or services have actually been received and accepted in writing by County. 6. Acceptance Payment: Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the commodities/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance. 7. Warranty: Subrecipient expressly warrants that the commodities covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Subrecipient's part to indemnify, defend and hold County and its indemnities as identified in the Insurance and Indemnification section, and as more fully described in the Insurance and Indemnification section harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 6 of 54 8. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Subrecipient shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Subrecipient warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Subrecipient agrees that, in accordance with the more specific requirement contained in the Insurance and Indemnification section, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees. 9. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Subrecipient without the express written consent of County. Any attempt by Subrecipient to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract. 10. Non-Discrimination: In the performance of this Contract, Subrecipient agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Subrecipient acknowledges that a violation of this provision shall subject Subrecipient to penalties pursuant to Section 1741 of the California Labor Code. 11. Termination: In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty, cost, expense or liability of any kind for cause (“Termination for Cause”, as defined below), or (2) after 30 days’ written notice without cause. Exercise by County of its right to terminate the Contract for cause or without cause shall relieve County of all further compensation, obligation, cost, expense or liability of any kind. 1. Termination for Cause: Termination for Cause shall mean the County’s termination of the Contract in the event of: A. A violation of the law or failure to comply in a timely manner with any condition of this Contract; B. Inadequate program performance; C. Failure to comply with reporting requirements; D. Evidence that Subrecipient is in such an unsatisfactory financial condition, as determined by County, as to endanger performance of this Contract, including the loss of other funding sources; E. Delinquency in payment of taxes or the costs of performance of this Contract in the ordinary course of business;Appointment of a trustee, receiver or liquidator for all or a substantial part of EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 7 of 54 Subrecipient’s property, or institution of bankruptcy, reorganization, arrangement of liquidation proceedings by or against Subrecipient; F. Service of any writ of attachment, levy of execution, or commencement of garnishment proceedings against Subrecipient’s assets or income; G. Bankruptcy proceedings of Subrecipient; H. Finding of Subrecipient’s debarment or suspension; I. Material change in Subrecipient’s organizational structure; J. Any breach of the Contract by Subrecipient; and K. Any misrepresentation, or fraud on the part of the Subrecipient. 2. Cost to Cover. In the event of any termination of the Contract, County may proceed with the work for which this Contract provides in any manner deemed proper by County. The cost to County of completing the work for which this Contract provides shall be deducted from any sums due Subrecipient under this Contract but Subrecipient shall not be relieved of liability. Notwithstanding the above, Subrecipient shall not be relieved of liability to County for damages sustained by County by virtue of any breach of this Contract by Subrecipient, and County may withhold any payments to Subrecipient until such time as the exact amount of damages due County from Subrecipient is determined. 3. Return of funds. Subrecipient agrees that upon expiration or notice of termination of this Contract or dissolution of Subrecipient’s entity, Subrecipient shall, immediately upon written demand, return to County all funds paid to Subrecipient by County, which are not payable for goods or services delivered prior to the termination or expiration of this Contract or the dissolution of Subrecipient’s entity. Nothing in this Article "Termination" shall preclude the County from exercising its termination rights as set forth in Article "Contingency of Funds" or under any other provision in the Contract. 12. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. 13. Independent Subrecipient: Subrecipient shall be considered an independent Subrecipient and neither Subrecipient, its employees, nor anyone working under Subrecipient shall be considered an agent or an employee of County. Neither Contractor, its employees nor anyone working under Subrecipient shall qualify for workers’ compensation or other fringe benefits of any kind through County. 14. Performance Warranty: Subrecipient shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County’s satisfaction. Subrecipient shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other commodities/services EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 8 of 54 furnished by Subrecipient under this Contract. Subrecipient shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Subrecipient shall be fully responsible for all work performed by subcontractors. 15. Changes: Subrecipient shall make no changes in the work or perform any additional work without County’s specific written approval. 16. Change of Ownership/Name, Litigation Status, Conflicts with County Interests: Subrecipient agrees that if there is a change or transfer in ownership of Subrecipient’s business prior to completion of this Contract, and County agrees to an assignment of Contract, the new owners shall be required under the terms of sale or other instruments of transfer to assume Subrecipient’s duties and obligations contained in this Contract and complete them to the satisfaction of County. County reserves the right to immediately terminate Contract in the event County determines that the assignee is not qualified or is otherwise unacceptable to County for the provision of services under Contract. In addition, Subrecipient has the duty to notify County in writing of any change in Subrecipient’s status with respect to name changes that do not require an assignment of Contract. Subrecipient is also obligated to notify County in writing if Subrecipient becomes a party to any litigation against County, or a party to litigation that may reasonably affect Subrecipient’s performance under Contract, as well as any potential conflicts of interest between Subrecipient and County that may arise prior to or during the period of Contract performance. While Subrecipient will be required to provide this information without prompting from County any time there is a change in Subrecipient’s name, conflict of interest or litigation status, Subrecipient must also provide an update to County of its status in these areas whenever requested by County. Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to Subrecipient, this obligation shall apply to Subrecipient’s employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. Subrecipient’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. 17. Force Majeure: Subrecipient shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Subrecipient gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Subrecipient avails himself of any available remedies. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 9 of 54 18. Confidentiality: Subrecipient agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Subrecipient and Subrecipient's staff, agents and employees. 19. Compliance with Laws: Subrecipient represents and warrants that services to be provided under this Contract shall fully comply, at Subrecipient's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively “laws”), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Subrecipient acknowledges that County is relying on Subrecipient to ensure such compliance, and pursuant to the requirements of the Insurance and Indemnification section, Subrecipient agrees that it shall defend, indemnify and hold County and County Indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws. 20. Freight: Prior to County’s express acceptance of delivery of products. Subrecipient assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under Contract. 21. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 22. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney’s fees, costs and expenses. 23. Interpretation: This Contract has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 10 of 54 24. Employee Eligibility Verification: Subrecipient warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. Contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. Subrecipient shall retain all such documentation for all covered employees for the period prescribed by the law. Subrecipient shall indemnify, defend with counsel approved in writing by County, and hold harmless, County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against Subrecipient or County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. 25. Audits/Inspections: Subrecipient agrees to permit County’s Auditor-Controller or the Auditor-Controller’s authorized representative (including auditors from a private auditing firm hired by County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Subrecipient for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of Contract including, but not limited to, the costs of administering Contract. County will provide reasonable notice of such an audit or inspection. County reserves the right to audit and verify Subrecipient's records before final payment is made. Subrecipient agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Subrecipient agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Subrecipient agrees to include a similar right to County to audit records and interview staff of any subcontractor related to performance of this Contract. Should Subrecipient cease to exist as a legal entity, Subrecipient's records pertaining to this Contract shall be forwarded to County’s project manager. 26. Contingency of Funds: Subrecipient acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County’s Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 11 of 54 27. Expenditure Limit: Subrecipient shall notify County of Orange assigned Deputy Purchasing Agent in writing when the expenditures against Contract reach 75 percent of the dollar limit on Contract. County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on Contract unless a change order to cover those costs has been issued. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 12 of 54 INDEMNIFICATION AND INSURANCE PROVISIONS 1. Indemnification Subrecipient agrees to indemnify, defend with counsel approved in writing by County, and hold County, its 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 Subrecipient pursuant to this Contract. If judgment is entered against Subrecipient and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Subrecipient and County agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. Notwithstanding anything stated above, nothing contained herein shall relieve Subrecipient of any insurance requirements of obligations created elsewhere in this Contract. 2. General Insurance Requirements Prior to the provision of services under this Contract, the Subrecipient agrees to carry all required insurance at Subrecipient’s expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Subrecipientagrees to keep such insurance coverage current, provide Certificates of Insurance, and endorsements to the County during the entire term of this Contract. Subrecipient shall ensure that all subcontractors performing work on behalf of Subrecipient pursuant to this Contract shall be covered under Subrecipient’s insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Subrecipient. Subrecipient shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Subrecipient under this Contract. It is the obligation of Subrecipient 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 Subrecipient through the entirety of this Contract for inspection by County representative(s) at any reasonable time. All self-insured retentions (SIR)’s shall be clearly stated on the Certificate of Insurance. Any SIR in excess of Fifty Thousand Dollars $50,000 shall specifically be approved by the County’s Risk Manager, or designee. The County reserves the right to require current audited financial reports from Subrecipient. If Subrecipient is self-insured, Subrecipient will indemnify the County for any and all claims resulting or arising from Subrecipient’s services in accordance with the indemnity provision stated in this contract. If the Subrecipient fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract. Qualified Insurer 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 VIII (Financial Size Category as determined by the most current edition of the Best's 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). EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 13 of 54 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 the company's performance and financial ratings. The policy or policies of insurance maintained by the Subrecipient shall provide the minimum limits and coverage as set forth below. Increased insurance limits may be satisfied with Excess/Umbrella policies. Excess/Umbrella policies when required must provide Follow Form coverage. All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, employees, and agents when acting within the scope of their appointment or employment. Subrecipient shall provide thirty (30) days prior written notice to the County of any policy cancellation or non-renewal and ten (10) days prior written notice where cancellation is due to 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 Contract. Insurance certificates should be forwarded to the agency/department address listed on the solicitation. If the Subrecipient fails to provide the insurance certificates and endorsements within seven (7) days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified vendor. County expressly retains the right to require Subrecipient to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County. County shall notify Subrecipient in writing of changes in the insurance requirements. If Subrecipient does not provide acceptable Certificates of Insurance and endorsements to County incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to Subrecipient, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Subrecipient's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer. 3. Commercial General Liability Minimum limits and coverage $1,000,000 per occurrence; $2,000,000 aggregate Required Coverage Forms The Commercial General Liability coverage shall be written on occurrence basis utilizing Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. Required Endorsements EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 14 of 54 The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: A. 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, employees, and agents as Additional Insureds, or provide blanket coverage, which will state As Required by Written Contract. B. A primary non-contributory endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Subrecipient's insurance is primary, and any insurance or self-insurance maintained by the County shall be excess and non-contributing. 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). 4. Automobile Liability including coverage for owned, non-owned and hired vehicles Minimum limits and coverage $1,000,000 combined Single Limit Required Coverage Forms The 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. 5. Workers Compensation Minimum limits and coverage Statutory Required Endorsements 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. 6. Employers Liability Insurance Minimum limits and coverage $1,000,000 per accident or disease EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 15 of 54 ADDITIONAL TERMS AND CONDITIONS 1. Scope of Contract: This Contract specifies contractual terms and conditions by which County will procure Regional Workforce Consulting Services Items from Subrecipient as further detailed in the Scope of Services, identified and incorporated herein by this reference as “Attachment A”. 2. Term of Contract: This Contract shall commence upon execution of all necessary signatures and continue through March 31, 2025, unless otherwise terminated by County. This Contract may not be renewed. 3. Adjustments – Scope of Services: No adjustments made to the Scope of Services will be authorized without prior written approval of County assigned Deputy Purchasing Agent. 4. Bills and Liens: Subrecipient shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Subrecipient shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, Subrecipient shall promptly procure its release and, in accordance with the requirements of Article “Indemnification” above, indemnify, defend, and hold County harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto. 5. Breach of Contract: The failure of Subrecipient to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract: a. Terminate Contract immediately, pursuant to the General Terms and Conditions section, "Termination" Article herein; b. Afford Subrecipient written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach; c. Discontinue payment to the Contactor for and during the period in which Subrecipient is in breach; and d. Offset against any monies billed by Subrecipient but yet unpaid by County those monies disallowed pursuant to the above. 6. Civil Rights: Subrecipient attests that services provided shall be in accordance with Section 188 of the Workforce Innovation and Opportunity Act (WIOA), which prohibits discrimination against all individuals in the United States on the basis of either citizenship status or participation in any financially assisted program or activity; the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, which EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 16 of 54 prohibits discrimination on the bases of race, color and national origin; Section 504 of the Rehabilitation Act of 1973, as amended; which prohibits discrimination against qualified individuals with disabilities; the Age Discrimination Act of 1975 as amended; which prohibits discrimination on the basis of age; Title IX of the Education Amendments of 1972, as amended, which prohibits discrimination on the basis of sex in educational programs; Title II of the Americans with Disabilities Act of 1990, and other applicable State and Federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability. The Subrecipient also assures that, as a Subrecipient of financial assistance, it will comply with 29 CFR part 38 and all other regulations implementing the laws listed above. This assurance applies to the Subrecipient’s operation of the financially assisted program or activity, and to all agreements the Subrecipient makes to carry out the financially assisted program or activity. The Subrecipient understands that the United States has the right to seek judicial enforcement of this assurance. 7. Conflict of Interest – Subrecipient’s Personnel: Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of County. This obligation shall apply to Subrecipient, Subrecipient’s officers, directors, employees, agents, and subSubrecipients associated with accomplishing work and services hereunder. Subrecipient’s efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subSubrecipients 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 from acting in the best interests of County. Subrecipient shall notify County, in writing, of any potential or actual conflicts of interest between Subrecipient and County that may arise prior to, or during the period of, Contract performance, including, but not limited to, whether any known County public officer’s child is an officer or director of, or has an ownership interest of ten (10) percent or more in, Subrecipient. While Subrecipient will be required to provide this information without prompting from County any time there is a change regarding conflict of interest, Subrecipient must also provide an update to County upon request by County. 8. Conflict of Interest – County Personnel: County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. Subrecipient shall not, during the period of this Contract, employ any County employee for any purpose. 9. Subrecipient’s Project Manager and Key Personnel: Subrecipient shall appoint a Project Manager to direct Subrecipient’s efforts in fulfilling Subrecipient's obligations under this Contract. This Project Manager shall be subject to approval by County and shall not be changed without the written consent of County’s Project Manager, which consent shall not be unreasonably withheld. Subrecipient ’s Project Manager shall be assigned to this project for the duration of Contract and shall diligently pursue all work and services to meet the project time lines. County’s Project Manager shall have the right to require the removal and replacement of Subrecipient’s Project Manager from providing services to County under this Contract. County’s Project manager shall notify Subrecipient in writing of such action. Subrecipient shall accomplish the removal within five (5) business days after written notice by County’s Project Manager. County’s Project Manager shall review and approve the appointment of the replacement EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 17 of 54 for Subrecipient’s Project Manager. County is not required to provide any additional information, reason or rationale in the event it requires the removal of Subrecipient’s Project Manager from providing further services under Contract. 10. Subrecipient Personnel – Reference Checks: Subrecipient warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to adequately perform the work under this Contract. Subrecipient’s employees assigned to this project must meet character standards as demonstrated by background investigation and reference checks, coordinated by the agency/department issuing this Contract. 11. Subrecipient’s Expense: The Subrecipient will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on County sites during the performance of work and services under this Contract. The County will not provide free parking for any service in the County Civic Center. 12. Subrecipient’s Records: Subrecipient shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by Subrecipient in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of three (3) years after final payment is received from County. Storage of records in another county will require written approval from County of Orange assigned Deputy Purchasing Agent. 13. Conditions Affecting Work: Subrecipient shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Any failure by Subrecipient to do so will not relieve Subrecipient from responsibility for successfully performing the work without additional cost to County. County assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by County are expressly stated in Contract. 14. Data – Title To: All materials, documents, data or information obtained from County data files or any County medium furnished to Subrecipient in the performance of this Contract will at all times remain the property of County. Such data or information may not be used or copied for direct or indirect use by Subrecipient after completion or termination of this Contract without the express written consent of County. All materials, documents, data or information, including copies, must be returned to County at the end of this Contract. 15. Default – Re-Procurement Costs: In case of Contract breach by Subrecipient, resulting in termination by County, County may procure the commodities and services from other sources. If the cost for those commodities and services is higher than under the terms of the existing Contract, Subrecipient will be responsible for paying County the difference between Contract cost and the price paid, and County may deduct this cost from any unpaid balance due EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 18 of 54 Subrecipient. The price paid by County shall be the prevailing market price at the time such purchase is made. This is in addition to any other remedies available under this Contract and under law. 16. Disputes – Contract: The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Subrecipient’s Project Manager and the County‘s Project Manager, as specified in Article titled “Notices" below, such matter shall be brought to the attention of the County DPA by way of the following process: A. The Subrecipient shall submit to the agency/department assigned Deputy Purchasing Agent a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or involving this Contract, unless County, on its own initiative, has already rendered such a final decision. B. The Subrecipient’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to Contract, Subrecipient shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects Contract adjustment for which Subrecipient believes County is liable. Pending the final resolution of any dispute arising under, related to, or involving this Contract, Subrecipient agrees to diligently proceed with the performance of this Contract, including the delivery of commodities and/or provision of services. Subrecipient’s failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of County shall be expressly identified as such, shall be in writing, and shall be signed by County Deputy Purchasing Agent or his designee. If County fails to render a decision within 90 days after receipt of Subrecipient’s demand, it shall be deemed a final decision adverse to Subrecipient’s contentions. Nothing in this section shall be construed as affecting County’s right to terminate Contract for cause or termination for convenience as stated in Article "Termination" herein. 17. Drug-Free Workplace: Subrecipient hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Subrecipient will: A. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1). B. Establish a drug-free awareness program as required by Government Code Section 8355(a)(2) to inform employees about all of the following: 1. The dangers of drug abuse in the workplace; 2. The organization's policy of maintaining a drug-free workplace 3. Any available counseling, rehabilitation and employee assistance programs; and EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 19 of 54 4. Penalties that may be imposed upon employees for drug abuse violations. C. Provide as required by Government Code Section 8355(a)(3) that every employee who works under this Contract: 1. Will receive a copy of the company's drug-free policy statement; and 2. Will agree to abide by the terms of the company's statement as a condition of employment under this Contract. D. Failure to comply with these requirements may result in suspension of payments under Contract or termination of Contract or both, and Subrecipient may be ineligible for award of any future County contracts if County determines that any of the following has occurred: 1. Subrecipient has made false certification, or 2. Subrecipient violates the certification by failing to carry out the requirements as noted above. 18. EDD Independent Subrecipient Reporting Requirements: Effective January 1, 2001, County of Orange is required to file in accordance with subdivision (a) of Section 6041A of the Internal Revenue Code for services received from a “service provider” to whom County pays $600 or more or with whom County enters into a contract for $600 or more within a single calendar year. The purpose of this reporting requirement is to increase child support collection by helping to locate parents who are delinquent in their child support obligations. The term “service provider” is defined in California Unemployment Insurance Code Section 1088.8, subparagraph B.2 as “an individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the state.” The term is further defined by the California Employment Development Department to refer specifically to independent Subrecipients. An independent Subrecipient is defined as “an individual who is not an employee of the ... government entity for California purposes and who receives compensation or executes a contract for services performed for that ... government entity either in or outside of California.” The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships, and limited liability companies. Additional information on this reporting requirement can be found at the California Employment Development Department website located at http://www.edd.ca.gov/Employer_Services.htm 19. Emergency/Declared Disaster Requirements: In the event of an emergency or if Orange County is declared a disaster area by County, state or federal government, Contract may be subjected to unusual usage. Subrecipient shall service County during such an emergency or declared disaster under the same terms and conditions that apply during non- emergency/disaster conditions. The pricing quoted by Subrecipient shall apply to serving County’s needs regardless of the circumstances. If Subrecipient is unable to supply the goods/services under the terms of Contract, then Subrecipient shall provide proof of such disruption and a copy of the invoice for the goods/services from Subrecipient’s supplier(s). Additional profit margin as a result of supplying goods/services during an emergency or a declared disaster shall not be permitted. In the event of an EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 20 of 54 emergency or declared disaster, emergency purchase order numbers will be assigned. All applicable invoices from Subrecipient shall show both the emergency purchase order number and Contract number. 20. Error and Omissions: All reports, files and other documents prepared and submitted by Subrecipient shall be complete and shall be carefully checked by the professional(s) identified by Subrecipient as Project Manager and key personnel attached hereto, prior to submission to the County. Subrecipient agrees that County review is discretionary, and Subrecipient shall not assume that the County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Subrecipient's reports, files and other written documents, the reports, files or documents will be returned to Subrecipient for correction. Should the County or others discover errors or omissions in the reports, files or other written documents submitted by the Subrecipient after County approval thereof, County approval of Subrecipient's reports, files or documents shall not be used as a defense by Subrecipient in any action between the County and Subrecipient, and the reports, files or documents will be returned to Subrecipient for correction. 21. Equal Employment Opportunity: Subrecipient shall comply with U.S. Executive Order 11246 entitled, “Equal Employment Opportunity” as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR, Part 60) and applicable state of California regulations as may now exist or be amended in the future. Subrecipient shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental condition. Regarding handicapped persons, Subrecipient will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. Subrecipient agrees to provide equal opportunity to handicapped persons in employment or in advancement in employment or otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicaps in all employment practices such as the following: employment, upgrading, promotions, transfers, recruitments, advertising, layoffs, terminations, rate of pay or other forms of compensation, and selection for training, including apprenticeship. Subrecipient agrees to comply with the provisions of Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of Health and Human Services effective June 3, 1977, and found in the Federal Register, Volume 42, No. 68 dated May 4, 1977, as may now exist or be amended in the future. Regarding Americans with disabilities, Subrecipient agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future. 22. Headings: The various headings and numbers herein, the grouping of provisions of this Contract into separate clauses and articles, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 21 of 54 23. News/Information Release: Subrecipient agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from County through County’s Project Manager. 24. Notices: Any and all notices, requests demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing with a copy provided to the assigned DPA, except through the course of the Parties’ Project Managers’ routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four (4) calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the Parties hereto may designate by written notice from time to time in the manner aforesaid. Subrecipient: City of Santa Ana Attn: Deborah Sanchez Address: 20 Civic Center Plaza, Santa Ana, CA 92701-4058 Phone: 714-565-2621 Email: DSanchez@santa-ana.org County's Project Manager: OC Community Resources Attn: Francis Barton Address: 1300 South Grant Avenue, Building B, Santa Ana, CA 92705 Phone: 714-480-6475 Email: Francis.Barton@occr.ocgov.com EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 22 of 54 cc: OC Community Resources/Procurement Services Attn: Chad Ward, County DPA Address: 601 North Ross Street Santa Ana, CA 92701 Phone: (949) 585-6420 Email: chad.ward@occr.ocgov.com 25. Precedence: Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the exhibits and attachments. 26. Subcontracting: No performance of this Contract or any portion thereof may be subcontracted or otherwise delegated by Subrecipient, in whole or in part, without first obtaining the prior express written consent of County. Any attempt by Subrecipient to subcontract or delegate any performance of this Contract without the prior express written consent of County shall be invalid and shall constitute a material breach of this Contract, and any attempted assignment or delegation in derogation of this paragraph shall be void. In the event that Subrecipient is authorized by County to subcontract, this Contract shall take precedence over the terms of the agreement between Subrecipient and subcontractor, and any agreement between Subrecipient and a subcontractor shall incorporate by reference the terms of this Contract. Subrecipient shall remain responsible for the performance of this Contract and indemnification of County notwithstanding the County’s consent to Subrecipient’s request for approval of a subcontractor. Under no circumstances shall County be required to directly monitor the performance of any subcontractor. All work performed by a subcontractor must be monitored by Subrecipient and must meet the approval of the County of Orange pursuant to the terms of this Contract. 27. Termination – Orderly: After receipt of a termination notice from County of Orange, Subrecipient may submit to County a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by County upon written request of Subrecipient. Upon termination County agrees to pay Subrecipient for all services performed prior to termination which meet the requirements of Contract, provided, however, that such compensation combined with previously paid compensation shall not exceed the total compensation set forth in Contract. Upon termination or other expiration of this Contract, each party shall promptly return to the other party all papers, materials, and other properties of the other held by each for purposes of performance of Contract. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 23 of 54 28. Usage: No guarantee is given by County to Subrecipient regarding usage of this Contract. Usage figures, if provided, are approximations. Subrecipient agrees to supply services and/or commodities requested, as needed by County of Orange, at rates/prices listed in Contract, regardless of quantity requested. 29. Usage Reports: Subrecipient shall submit usage reports on an annual basis to the assigned Deputy Purchasing Agent of County of Orange user agency/department. The usage report shall be in a format specified by the user agency/department and shall be submitted 90 days prior to the expiration date of Contract term, or any subsequent renewal term, if applicable. 30. Project Manager, County: The County shall appoint a Project Manager to act as liaison between the County and the Subrecipient during the term of this Contract. The County’s Project Manager shall coordinate the activities of the County staff assigned to work with the Subrecipient . The County’s Project Manager shall have the right to require the removal and replacement of the Subrecipient's Project Manager and key personnel. The County’s Project Manager shall notify the Subrecipient in writing of such action. The Subrecipient shall accomplish the removal within three (3) business days after written notice from the County’s Project Manager. The County’s Project Manager shall review and approve the appointment of the replacement for the Subrecipient's Project Manager and key personnel. Said approval shall not be unreasonably withheld. The County is not required to provide any additional information, reason or rationale in the event it requires the removal of Subrecipient's Project Manager from providing further services under the Contract. 31. Permits and Licenses: Subrecipient shall be required to obtain any and all approvals, permits and/or licenses which may be required in connection with the permitted operation as set out herein. No permit approval or consent given hereunder by County in its governmental capacity shall affect or limit Subrecipient's obligations hereunder, nor shall any approvals or consents given by County as a party to this Contract, be deemed approval as to compliance or conformance with applicable governmental codes, laws, ordinances, rules, or regulations. 32. Inventory: County has an ongoing requirement for the commodities indicated in this Contract. Subrecipient shall maintain a reasonable stock on hand of all commodities for delivery upon request. 33. Order Dates: Orders may be placed during the term of Contract even if delivery may not be made until after the term of Contract. Order dates take precedence over delivery dates. Contract must clearly identify the order date on all invoices to County. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 24 of 54 34. Ownership of Documents: The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Subrecipient. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Subrecipient without the express written consent of the County. 35. Satisfactory Work: Services rendered hereunder are to be performed to the written satisfaction of County. County’s staff will interpret all reports and determine the quality, acceptability and progress of the services rendered. 36. Access and Records: A. Access. County, the State of California and the United States Government and/or their representatives, shall have access, for purposes of monitoring, auditing, and examining, to Subrecipient’s activities, books, documents and papers (including computer records and emails) and to records of Subrecipient’s Subcontractors, consultants, contracted employees, bookkeepers, accountants, employees and participants related to this Contract. Subrecipient shall insert this condition in each Contract between Subrecipient and a Subcontractor that is approved pursuant to this Contract and shall require the Subcontractor to agree to this condition. Such departments or representatives shall have the right to make excerpts, transcripts and photocopies of such records and to schedule on site monitoring at their discretion. Monitoring activities also may include, but are not limited to, questioning employees and participants and entering any premises or onto any site in which any of the services or activities funded hereunder are conducted or in which any of the records of Subrecipient are kept. Subrecipient shall make available its books, documents, papers, financial records, etc., within three (3) days after receipt of written demand by Administrator which shall be deemed received upon date of sending. In the event Subrecipient does not make the above referenced documents available within the County of Orange, California, Subrecipient agrees to pay all necessary and reasonable expenses incurred by County, or County’s designee, in conducting any audit at the location where said records and books of account are maintained. B. Records Retention. All accounting records and evidence pertaining to all costs of Subrecipient and all documents related to this Contract shall be kept available at Subrecipient’s office or place of business for the duration of this Contract and thereafter for four (4) years after completion of an audit. Records which relate to: (1) complaints, claims, administrative proceedings or litigation arising out of the performance of this Contract; or (2) costs and expenses of this Contract to which County or any other governmental department takes exception, shall be retained beyond the four (4) years until final resolution or disposition of such appeals, litigation, claims, or exceptions. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 25 of 54 C. Liability. Subrecipient shall pay to County the full amount of County’s liability to the State or Federal government or any department thereof resulting from any disallowance or other audit exceptions to the extent that such liability is attributable to Subrecipient’s failure to perform under this Contract. 37. Signature in Counterparts: The Parties agree that separate copies of this Contract and/or electronic signatures and handwritten signatures may be signed by each of the Parties, and this Contract will have the same force and effect as if the Original had been signed by all the Parties. 38. Licenses: At its own expense, Subrecipient and its Subcontractors, if any, shall, at all time during the term of this Contract, maintain in full force and effect such licenses or permits as may be required by the State of California or any other government entity. Subrecipient and his/her/its Subcontractors, if any, shall strictly adhere to, and obey, all governmental rules and regulations now in effect or as subsequently enacted or modified, as promulgated by any local, State, or Federal governmental entity 39. Reports/Meetings: The Subrecipient shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in Attachment A. The County’s Project Manager and the Subrecipient’s Project Manager will meet on reasonable notice to discuss the Subrecipient’s performance and progress under this contract. If requested, the Subrecipient’s Project Manager and other project personnel shall attend all meetings. The Subrecipient shall provide such information that is requested by the County for the purpose of monitoring progress under this contract. 40. Gratuities: The Subrecipient warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Subrecipient or any agent or representative of the Subrecipient to any officer or employee of the County with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the County shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the County in procuring on the open market any goods or services which the Subrecipient agreed to supply shall be borne and paid for by the Subrecipient. The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. 41. County Branding Requirements: Publicity, Literature, Advertisement and Social Media A. 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, EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 26 of 54 promotional purposes, announcements, displays, or press releases, without County’s prior written consent is expressly prohibited. B. Subrecipient may develop and publish information related to this Contract where all of the following conditions are satisfied: 1. Subrecipient’s Project Manager must provide its written approval of the content and publication of the information at least 5 days prior to Subrecipient publishing the information, unless a different timeframe for approval is agreed upon by the Project Manager; 2. Unless directed otherwise by the County’s Project Manager, the information will include a statement that the program, wholly or in part, is funded through County, State and Federal government funds from the WIOA Program;The information does not give the appearance that the County, its officers, employees, or agencies endorse: a. any commercial product or service; and, b. any product or service provided by Subrecipient, unless approved in writing by the Subrecipient’s Project Manager; and, If Subrecipient uses social media (such as Facebook, Twitter, YouTube or other publicly available social media sites) to publish information related to this Contract, Subrecipient shall develop social media policies and procedures and have them available to the County’s Project Manager. Subrecipient 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 Contract. The policy is available on the Internet at http://www.ocgov.com/gov/ceo/cio/govpolicies. 42. Maximum Obligation: The total Maximum Obligation of County to the Subrecipient for the cost of services provided in accordance with this Contract is $30,000, with individual Maximum Obligation budgets for each Fiscal Year as further detailed in the "Budget Schedule" Attachment. 43. Service Contract – Follow-On Work: No person, firm, subsidiary or Subcontractor of a firm that has been awarded a consulting services contract or a contract which includes a consulting component may be awarded a Contract for the performance of services, the purchase of goods or supplies, or the provision of any other related action which arises from or can reasonably be deemed an end-product of work performed under the initial consulting to consulting-related Contract. 44. Subrecipient Bankruptcy/Insolvency: If the Subrecipient should be adjudged bankrupt or should have a general assignment for the benefit of its creditors or if a receiver should be appointed on account of the Subrecipient’s insolvency, the County may terminate this Contract. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 27 of 54 OCWEDD TERMS AND CONDITIONS 1. Debarment Subrecipient shall execute and abide by the Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions, attached hereto and incorporated herein by this reference, and by so doing declares that it is not debarred or suspended or otherwise excluded from or ineligible for participation in Federal/State assistance programs in accordance with 29 C.F.R. Part 98. 2. Lobbying Certification A. Subrecipient shall execute and abide by the terms of the “Certification Regarding Lobbying,” which is incorporated herein by this reference. Subrecipient shall complete and immediately forward to the County’s Project Manager the Disclosure of Lobbying Activities, a copy of which is attached hereto and incorporated herein by this reference, if Subrecipient, or any person, firm or corporation acting on Subrecipient’s behalf, engaged or engages in lobbying any federal office, employee, elected official or agency with respect to this Contract or funds to be received by Subrecipient pursuant to this Contract. B. Subrecipient 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. C. Subrecipient shall be in compliance with the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352 and 29 CFR Part 93). 3. Fraud Subrecipient shall immediately report to the County’s Project Manager, in writing, all suspected, alleged, or known instances and facts concerning possible fraud, abuse or criminal activity by either Subrecipient or its Subcontractor(s) under this Contract. Subrecipient shall inform staff and the general public of how to report fraud, waste or abuse through appropriate postings of incident reporting notice. The County’s Anti-Fraud Program can be accessed https://www.ocgov.com/how-do-i/report/fraud-waste-abuse. Subrecipient shall maintain records, documents, or other evidence of fraud and abuse until otherwise notified by County. 4. Fiscal Appropriations This Contract is subject to and contingent upon available local, state, and/or federal funds and applicable budgetary appropriations being approved by the County of Orange Board of Supervisors for each fiscal year during the term of this Contract. If such appropriations are not approved, the Contract will be terminated, without penalty to the County. 5. Fiscal Accountability A. Subrecipient shall establish and maintain a sound financial management system, based upon generally accepted accounting principles. Subrecipient’s system shall provide fiscal control and accounting procedures that will include the following: EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 28 of 54 1. Information pertaining to sub-grant and Contract awards, obligations, unobligated balances, assets, expenditures, and income; 2. Effective internal controls to safeguard assets and assure their proper use; 3. A comparison of actual expenditures with budgeted amounts for each sub grant and Contract; 4. Source documentation to support accounting records; and 5. Proper charging of costs and cost allocation. B. Subrecipient’s Records. Subrecipient’s records shall be sufficient to: 1. Permit preparation of required reports; 2. Permit tracking of funds to a level of expenditure adequate to establish that funds have not been used in violation of the applicable restrictions on the use of such funds; 3. Permit the tracking of program income earned, and any costs incurred (such as stand-in costs) that are otherwise allowable except for funding limitation; and 4. Permit tracking and reporting of leveraging as required by SB734. C. Costs Charged. Cost shall be charged to this Contract only in accordance with the following: a. The WIOA; b. 20 CFR Part 683; c. State implementing legislation; and d. Requirements of Other Funding Sources 6. Indirect Costs Administrative Costs and Indirect Cost Rates (IDCR) are classified as Indirect Costs by the Parties. The IDCR and Administrative Cost Cap are distinct Indirect Costs. The County of Orange reserves the right to cap the Administrative Costs at 10%. The Subrecipient’s IDCR for the year 2024 is 15.92%. Once the Subrecipient reaches the 10% Total Indirect Contract Maximum Administrative Cost Cap, Subrecipient cannot claim reimbursement any administrative cost exceeding the Administrative Cost Cap of 10% of the total contract amount or expenditures, whichever is less. 7. Dissolution of Entity Subrecipient shall notify County immediately of any intention to discontinue its existence or bring an action for dissolution. 8. Performance Standards Subrecipient shall comply with and adhere to the performance accountability standards and general program requirements described in Sections 116 (Performance Accountability System) and 194 (General Program Requirements) of WIOA and applicable regulations contained in the "Performance Standards" Attachment of this Contract. Should the Performance Requirements defined in the Contract between the State of California and the County of Orange be changed, County shall have the right to unilaterally modify this Contract to meet such requirements. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 29 of 54 9. Payments Subrecipient agrees that any and all funds received under this Contract annually for each respective fiscal year shall be disbursed on or before March 31, and that any and all funds remaining as of March 31 annually, which have not been disbursed shall be returned by Subrecipient to County within thirty (30) days of the expiration or earlier termination of the Contract in accordance with the Termination paragraph of this Contract. No expense of Subrecipient will be reimbursed by County if incurred after March 31 of each fiscal year. Upon the effective date of this Contract, County shall make payment to Subrecipient in accordance with the following payment schedule: A. Monthly Payments: Beginning the first of the month following the contract effective date, upon receipt and approval by OC Community Resources – OC Community Services of Subrecipient’s invoice showing prior month(s) actual expenditures, County shall make monthly reimbursement payments based on Subrecipient’s invoice so long as the total payments under this Contract do not exceed the Contract Maximum Obligation. B. County Discretion: At the sole discretion of County, payments to Subrecipient may be made more frequently than monthly, but such payments shall always be in arrears and not in advance of the provision of services by Subrecipient. C. Invoices: Subrecipient shall provide monthly invoices by the 10th day following the month being reported. If the 10th falls on a weekend or holiday, the invoice/data report is due the next business day. Invoices shall show the most up to date costs chargeable to the program(s) referenced in this Contract and in accordance with the OC Community Resources Contract Reimbursement Policy for documenting Subrecipient costs, incorporated herein by this reference. Failure to provide any of the required documentation will cause County to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to Subrecipient, until such documentation has been received and approved by the County. All costs included on invoices must be eligible for reimbursement and allowable costs under WIOA and all applicable laws, regulations, and requirements set forth in the Compliance with Law – Contract Paragraph of this Contract. If Subrecipient expenditures for any program referenced in this Contract fall below 20% of planned expenditures for any cumulative period commencing from the beginning of the term of this Contract, Subrecipient may be subject to a reduction in funding. No payments will be authorized if any preceding month’s reports or invoices have not been received. Refer to "Payment and Compensation" Attachment of this Contract for additional information. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 30 of 54 10. Budget Schedule Subrecipient agrees that the expenditures of any and all funds under this Contract will be in accordance with the "Budget Schedule" Attachment, which by this reference is incorporated herein and made a part hereof as if fully set forth. Subrecipient shall ensure all costs incurred under the Contract, and its performance hereunder, shall comply with WIOA and all applicable laws, regulations, and requirements set forth in Compliance with Law – Contract paragraph of this Contract. 11. Modification of Budget Schedule Upon written approval from the Administrator the Contract Administrator shall have the authority to transfer allocated program funds from one category of the overall program Budget Schedule to any other category of the overall Budget Schedule pursuant to a written request submitted by Subrecipient. No such transfer may be made without the express prior written approval of County. Subrecipients will be limited to three (3) adjustments per year. Each modification shall be submitted to the County’s Project Manager using the Budget Modification forms provided by the Contract Administrator, no later than ten (10) days after the end of the first three quarters of the fiscal year as necessary. The County has the right but not the obligation to make changes to the Budget Schedule at any time. County initiated adjustments will not count towards the three allowed modifications each year. 12. Annual Audit Subrecipient shall arrange for an independent audit to be performed by a Certified Public Accountant, for funds received from County, in accordance with Audit Requirements detailed in the Scope of Services. 13. Non-Discrimination and Compliance Provisions A. State laws. i. Subrecipient shall, unless exempted, ensure compliance with the requirements of Cal. Gov. Code § 11135 et seq., and 2 CCR § 11140 et seq., which prohibit recipients of state financial assistance from discriminating against persons based on race, national origin, ethnic group identification, religion, age, sex, sexual orientation, color, or disability. ii. Subrecipient’s signature affixed hereon shall constitute a certification, under penalty of perjury under the laws of the State of California, that Subrecipient has, unless exempted, complied with the nondiscrimination program requirements of Government Code Section 12900 (a-f) and Title 2, California Code of Regulations, Section 8103. iii. Subrecipient shall include the nondiscrimination and compliance provisions of this Non- EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 31 of 54 Discrimination and Compliance Provisions paragraph “A” in all sub-contracts to perform work under this Contract. B. Title VI of Civil Rights Act. Subrecipient hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 [42 USC 2000d; 45 CFR 80](P.L. 88-352) and all requirements imposed by or pursuant to the Regulation of the Department of Health and Human Services (45 CFR Part 80) issued pursuant to that title, to the end that, in accordance with Title VI of the Act and the Regulation, no person in the United States shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which funds are made available under this Contract. Subrecipient hereby gives assurance that it will immediately take any measures necessary to effectuate this Contract. C. Title VII of Civil Rights Act. Subrecipient shall comply with Title VII of the Civil Rights Act of 1964 (42 U.S.C. 2000), as amended by the Equal Opportunity Act of March 24, 1972 (Public Law No. 92 261), and with all applicable rules, regulations and orders promulgated pursuant thereto, as now in existence or as hereafter amended. D. Disability discrimination. Subrecipient shall comply with Sections 503 and 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.), and all requirements imposed by the applicable regulations and guidelines issued pursuant to those statutes, including 45 CFR, Part 84. E. Addition and future laws. Other current and future federal and state laws prohibiting discrimination on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation. F. Failure to comply. If Subrecipient fails to comply with the requirements of any Sub-Paragraphs of this Non-Discrimination and Compliance Provisions paragraph, Administrator may withhold payment to Subrecipient and/or terminate this Contract in accordance with the Termination paragraph. 14. Publication No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance or prepared in connection with this Contract, are to be released by Subrecipient and/or anyone acting under the supervision of Subrecipient to any person, partnership, company, corporation, or department, without prior written approval by the County, except as necessary for the performance of the services of this Contract. All press releases, including graphic display information to be published in newspapers, magazines, or other media of any kind, are to be administered only by the County unless otherwise agreed to by both Parties. Nothing herein shall limit Subrecipient’s ability to comply with the CPRA, etc., in compliance with the requirements set forth in Confidentiality paragraph of this Contract. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 32 of 54 15. Drug Free Workplace Subrecipient hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Subrecipient will: A. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1). B. Establish a drug-free awareness program as required by Government Code Section 8355(a)(2) to inform employees about all of the following: i. The dangers of drug abuse in the workplace; ii. The organization’s policy of maintaining a drug-free workplace; iii. Any available counseling, rehabilitation and employee assistance programs; and iv. Penalties that may be imposed upon employees for drug abuse violations. C. Provide as required by Government Code Section 8355(a)(3) that every employee who works under this Contract: i. Will receive a copy of the company’s drug-free policy statement; and ii. Will agree to abide by the terms of the company’s statement as a condition of employment under this Contract. D. Failure to comply with these requirements may result in suspension of payments under Contract or termination of Contract or both, and Subrecipient may be ineligible for award of any future County contracts if County determines that any of the following has occurred: i. Subrecipient has made false certification, or ii. Subrecipient violates the certification by failing to carry out the requirements as noted above. Subrecipient shall execute and abide by the Certification for a Drug-Free Workplace attached hereto and incorporated herein by this reference. 16. D-U-N-S Number and Related Information D-U-N-S Number is a unique, 9-digit identifier issued and maintained by the Dun & Bradstreet (D&B) that verifies the existence of a business entity. The D-U-N-S number is needed to coordinate with the System for Award Management (SAM) that combines Federal procurement systems and the Catalog of Federal Domestic Assistance into one new system. https://www.SAM.gov. The D-U-N-S Number must be provided to County at the County’s request and prior to the execution of this Contract. Subrecipient shall ensure all D-U-N-S information is up to date and the D-U-N-S number status is “active,” with no active exclusions prior to execution of this Contract. If County cannot access the Subrecipient’s D-U-N-S information related to this Federal subaward on the Federal Funding Accountability and Transparency Act subaward Reporting system (SAM.GOV) due to errors in the EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 33 of 54 Subrecipient’s data entry for its D-U-N-S number, the Subrecipient must immediately update the information as required. The County reserves the right to verify and validate any information prior to contract award and during the entire term of the Contract. 17. Program Income County’s Maximum Obligation herein shall be reduced by the amount of any program income earned by Subrecipient, from sources other than County, as a result of this Contract or the services provided by Subrecipient pursuant to this Contract. It shall be the responsibility of Subrecipient to inform the County in writing of any income earned as a result of this Contract. It is mutually understood that the State or Federal agency responsible for providing the funding for this Contract may designate certain revenue of Subrecipient as Program Income. To be designated as Program Income and therefore, as other than a cost off-set. Subrecipient shall do all of the following: A. Submit a plan to the County for use of any and all proposed Program Income; and B. Set-up and maintain a separate bank account for any proposed Program Income and account for any and all such income received. C. Report to County 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 County. County shall then forward the plan for the requested use of the proposed Program Income to the appropriate State and/or Federal agencies for approval. Subrecipient shall not spend any of the proposed Program Income unless or until such time as County obtains authorization for the use of the Program Income from the responsible State and/or Federal agency and provides Subrecipient with prior written approval for the use of the funds. County may, in its sole discretion, issue future policy statements and/or instructions with respect to Program Income. Subrecipient shall immediately comply with such policy statements and/or instructions. 18. Modification of Program Components and Service Levels The Parties hereto agree that those program components and service levels detailed in various Attachments of this Contract (i.e. Scope of Service, etc.) may be modified upon mutual written agreement of the Administrator and Subrecipient so long as the total payments under this Contract are not increased and the basic goals and objectives of the program are not altered. Should the Federal Government and/or the State of California modify any program component and/or service level detailed in the various EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 34 of 54 Attachments then the County shall have the right to unilaterally modify this Contract to meet such requirements. A. County may at any time, unilaterally, by written notification to Subrecipient, make changes within the general scope of this Contract, including, in the definition of services and tasks to be performed, the manner in which services are performed, the time and place of performance thereof and additional related provisions. Changes may be made when necessitated by changes in the Regional Workforce Consulting Services operations or performance, the operations or performance of Subrecipient, or changes in applicable statutes, regulations or State of California or Federal mandates or directives, or for other reasons. The Subrecipient shall review the County’s written notification, resolve any questions regarding the change, and indicate its understanding of the additional expectation within three (3) business days after receipt of notification. Subrecipient shall perform all such changes promptly but in no event later than ten (10) business days after receiving County’s notification unless otherwise directed by the County. Such changes will be memorialized into the Contract through a Contract amendment, as soon as practicable, but shall be effective upon the County’s issuance of the notification. B. Subrecipient and County shall make a good faith effort to reach agreement with respect to changes to the scope, which affect the price of services under the Contract. Subrecipient’s protest or failure to agree to the amount of any adjustment to be made as a result of the anticipated amendment shall be a dispute for which an appeal may be made pursuant to this Contract. Notwithstanding the foregoing, the price of services under this Contract shall not be increased except by written amendment of this Contract indicating the new services and price of this Contract if applicable. Until the Parties reach agreement, Subrecipient shall not be obligated to assume increased performance under the anticipated amendment beyond the limitation of funds established within this Contract. C. Subrecipient may request changes in the scope of performance or services under this Contract, by submitting a written request to the County’s Project Manager describing the request and its impact on the Scope of Services and Budget Schedule. The County’s Project Manager will review the request and respond in writing within ten (10) business days. The County’s Project Manager’s decision whether to approve the request or request Board of Supervisors’ approval shall be final. The Contract Administrator may approve a request that meets all of the following criteria: i. It does not materially change the terms of this Contract, and ii. It is supported by adequate consideration to County. Board of Supervisors’ action is necessary to approve a request from Subrecipient that does not satisfy all of the criteria listed above. 19. Intellectual Property A. Federal Funding: In any Contract funded in whole or in part by the Federal government, County may acquire and maintain the Intellectual Property rights, title, and ownership, which result directly or indirectly from the Contract, except as provided in 37 Code of Federal Regulations Part 401.14. Subrecipient agrees to grant the County, Federal and State governments a royalty-free, non-exclusive, irrevocable, paid-up license throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 35 of 54 any manner for governmental purposes and to have and permit others to do so. B. Ownership: i. Except where County has agreed in a signed writing to accept a license, County shall be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all intellectual property, from the moment of creation, whether or not jointly conceived, that are made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract. ii. For the purposes of this Contract, Intellectual Property means recognized protectable rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right of publicity, author’s rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, good will, any data or information maintained, collected or stored in the ordinary course of business by County, and all other legal rights protecting intangible proprietary information as may exist now and/or hereafter come into existence, and all renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other State, country or jurisdiction. a. For the purposes of the definition of Intellectual Property, "works" means all literary works, writings and printed matter including the medium by which they are recorded or reproduced, photographs, art work, pictorial and graphic representations and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sound recordings, tapes, educational materials, interactive videos, computer software and any other materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed for the purposes of producing those final products. "Works" does not include articles submitted to peer review or reference journals or independent research projects. iii. In the performance of this Contract, Subrecipient may exercise and utilize certain of its Intellectual Property in existence prior to the effective date of this Contract. In addition, under this Contract, Subrecipient may access and utilize certain of County’s Intellectual Property in existence prior to the effective date of this Contract. Except as otherwise set forth herein, Subrecipient shall not use any of County’s Intellectual Property now existing or hereafter existing for any purposes without the prior written permission of County. Except as otherwise set forth herein, neither the Subrecipient nor County shall give any ownership interest in or rights to its Intellectual Property to the other Party. If, during the term of this Contract, Subrecipient accesses any third-party Intellectual Property that is licensed to County, Subrecipient agrees to abide by all license and confidentiality restrictions applicable to County in the third-party’s license Contract. iv. Subrecipient agrees to cooperate with County in establishing or maintaining County’s exclusive rights in the Intellectual Property, and in assuring County’s sole rights against third parties with respect to the intellectual Property. If the Subrecipient enters into any Contracts or subcontracts with other parties in order to perform this Contract, Subrecipient shall require the terms of the EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 36 of 54 Contract(s) to include all Intellectual Property Paragraph provisions of this Contract (A) through (I). Such terms must include, but are not limited to, the subcontractor assigning and agreeing to assign to County all rights, title and interest in Intellectual Property made, conceived, derived from, or reduced to practice by the subcontractor, Subrecipient or County and which result directly or indirectly from this Contract or any subcontract. v. Pursuant to (B)(iv) of the Intellectual Property Paragraph of this Contract, the requirement for the Subrecipient to include all Intellectual Property Paragraph provisions (A) through (I) of the Intellectual Property Paragraphs in all contracts and subcontracts it enters into with other parties does not apply to contracts or subcontracts that are for customized and on-the-job training as authorized under 20 CFR 680.700-840. vi. Subrecipient further agrees to assist and cooperate with County in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce County’s Intellectual Property rights and interests. C. Retained Rights/License Rights: i. Except for Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract, Subrecipient shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective date of this Contract. Subrecipient hereby grants to County, without additional compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose of Subrecipient’s Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this Contract, unless Subrecipient assigns all rights, title and interest in the Intellectual Property as set forth herein. ii. Nothing in this provision shall restrict, limit, or otherwise prevent Subrecipient from using any ideas, concepts, know-how, methodology or techniques related to its performance under this Contract, provided that Subrecipient’s use does not infringe the patent, copyright, trademark rights, license or other Intellectual Property rights of County or third party, or result in a breach or default of any provisions of the Intellectual Property Paragraphs (A) through (I) or result in a breach of any provisions of law relating to confidentiality. D. Copyright: i. Subrecipient agrees that for purposes of copyright law, all works (as defined in Ownership, Intellectual Property Paragraph (B)(ii) of authorship made by or on behalf of Subrecipient in connection with Subrecipient’s performance of this Contract shall be deemed "works made for hire." Subrecipient further agrees that the work of each person utilized by Subrecipient in connection with the performance of this Contract will be a "work made for hire," whether that person is an employee of Subrecipient or that person has entered into a contract with Subrecipient to perform the work. Subrecipient shall enter into a written Contract with any such person that (i) EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 37 of 54 all work performed for Subrecipient shall be deemed a "work made for hire” under the Copyright Act and (ii) that person shall assign all right, title, and interest to County to any work product made, conceived, derived from or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract. ii. All materials, including, but not limited to, computer software, visual works or text, reproduced or distributed pursuant to this Contract that include Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract may not be reproduced or disseminated without prior written permission from County. E. Patent Rights: With respect to inventions made by Subrecipient in the performance of this Contract, which did not result from research and development specifically included in the Contract’s Scope of Services, Subrecipient hereby grants to County a license as described under Intellectual Property Paragraph (C) for devices or material incorporating, or made through the use of such inventions. If such inventions result from research and development work specifically included within the Contract’s Scope of Services, then Subrecipient agrees to assign to County, without additional compensation, all its right, title and interest in and to such inventions and to assist County in securing United States and foreign patents with respect thereto. F. Third Party Intellectual Property: Except as provided herein, Subrecipient agrees that its performance of this Contract shall not be dependent upon or include any Intellectual Property of Subrecipient or third party without first: (i) obtaining County’s prior written approval; and (ii) granting to or obtaining for County’s, without additional compensation, a license, as described in Intellectual Property Paragraph (C) for any of Subrecipient’s or third-party’s Intellectual Property in existence prior to the effective date of this Contract. If such a license upon these terms is unattainable, and County determines that the Intellectual Property should be included in or is required for Subrecipient’s performance of this Contract, Subrecipient shall obtain a license under terms acceptable to County. G. Warranties: i. Subrecipient represents and warrants that: a. Subrecipient has secured and will secure all rights and licenses necessary for its performance of this Contract. b. Neither Subrecipient’s performance of this Contract, nor the exercise by either Party of the rights granted in this Contract, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract will infringe upon or violate any Intellectual Property right, non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by, any State, the United States, or any foreign country. There EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 38 of 54 are currently no actual or threatened claims by any such third party based on an alleged violation of any such right by Subrecipient. c. Neither Subrecipient’s performance nor any part of its performance will violate the right of privacy of or constitute a libel or slander against any person or entity. d. Subrecipient has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites locations, property or props that may be used or shown. e. Subrecipient has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to County in this Contract. f. Subrecipient has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g. Subrecipient has no knowledge of any outstanding claims, licenses or other charges, liens or encumbrances of any kind or nature whatsoever that could affect in any way Subrecipient’s performance of this Contract. ii. COUNTY MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY RESULTING FROM THIS CONTRACT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED. H. Intellectual Property Indemnity: i. Subrecipient shall indemnify, defend and hold harmless County and its licensees and assignees, elected and appointed officials, officers, directors, employees, agents, representatives, successors, and users of its products, ("Indemnitees") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnitees may be subject, whether or not Subrecipient is a party to any pending or threatened litigation, which arise out of or are related to: a. The incorrectness or breach of any of the representations, warranties, covenants or agreements of Subrecipient pertaining to Intellectual Property; or, b. Any Intellectual Property infringement, or any other type of actual or alleged EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 39 of 54 infringement claim, arising out of County’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Contract. County reserves the right to participate in and/or control, at Subrecipient’s expense, any such infringement action brought against County. ii. Should any Intellectual Property licensed by the Subrecipient to County under this Contract become the subject of an Intellectual Property infringement claim Subrecipient will exercise its authority reasonably and in good faith to preserve County’s right to use the licensed Intellectual Property in accordance with this Contract at no expense to County. County shall have the right to monitor and appear through its own counsel (at Subrecipient’s expense) in any such claim or action. In the defense or settlement of the claim, Subrecipient may obtain the right for County to continue using the licensed intellectual Property or, replace or modify the licensed Intellectual Property, so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, County may be entitled to a refund of all monies paid under this Contract, without restriction or limitation of any other rights and remedies available at law or in equity. iii. Subrecipient agrees that damages alone would be inadequate to compensate County for breach of any term of these Intellectual Property Paragraph provisions (A) through (I) by Subrecipient. Subrecipient acknowledges County would suffer irreparable harm in the event of such breach and agrees County shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity. I. Survival: The provisions set forth herein shall survive any termination or expiration of this Contract or any Contract schedule. 20. Complaint Resolution Process and Grievance Procedures for Participants Subrecipient shall comply with grievance procedures, as defined by the program’s funding stream. Subrecipient shall advise participants of their right to file complaints and of the procedures for resolution of complaints. Subrecipient shall follow program’s procedures for handling complaints which is available from the County’s Project Manager for alleging a violation of regulations, grants or other agreements. Any decision of the County, the State or the Federal government relating to the complaint shall be binding on Subrecipient. Subrecipient shall post the entire Notice of the Grievance Procedure Process in a location that is commonly visible for program participants on its website and at its service location(s). EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 40 of 54 21. Sectarian Activities Subrecipient certifies that this Contract does not aid or advance any religious sect, church or creed for a purpose that is sectarian in nature, nor does it help to support or sustain any school, college, university, hospital or other institution controlled by any religious creed, church, or sectarian denomination. 22. Standards of Conduct A. General Assurance. Every reasonable course of action will be taken by Subrecipient in order to maintain the integrity of this expenditure of public funds and to avoid favoritism and questionable or improper conduct. This Contract will be administered in an impartial manner, free from efforts to attain personal, financial or political gain. Subrecipient, its officers and employees, in administering this Contract, will avoid situations which give rise to a suggestion that any decision was influenced by prejudice, bias, special interest or desire for personal gain. B. Employment of Former State or County Employees. Subrecipient will ensure that any of its employees who were formerly employed by the State of California or County, in a position that could have enabled such individuals to impact policy regarding or implementation of programs covered by this Contract, will not be assigned to any part or phase of the activities conducted pursuant to this Contract for a period of not less than two years following the termination of such employment. C. Conducting Business Involving Relatives. No relative by blood, adoption or marriage of any executive or employee of Subrecipient will receive favorable treatment when considered for enrollment in programs provided by, or employment with Subrecipient. D. Conducting Business Involving Close Personal Friends and Associates. Executives and employees of Subrecipient will be particularly aware of the varying degrees of influence that can be exerted by personal friends and associates and, in administering this Contract, will exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to friends and associates. When it is in the public interest for Subrecipient to conduct business with a friend or associate of an executive or employee of Subrecipient or an elected official in the area or a staff person or consultant who is a member or officer of the Board of Directors or other official governing body of Subrecipient, a permanent record of the transaction will be retained. E. Avoidance of Conflict of Economic Interest. No executive or employee of Subrecipient, elected official in the area, or any staff person or consultant who is a member or officer of the Board of Directors or other official governing body of Subrecipient will solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by Subrecipient or County. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 41 of 54 23. Literature/Publicity Any literature distributed by Subrecipient for the purpose of apprising businesses, participants, or the general public of its programs under this Contract shall state that its program, wholly or in part, is funded through County, State and Federal government funds; are supported by the County of Orange and the Orange County Development Board and shall state that the program is an "equal opportunity employer/program" and that "auxiliary aids and services are available upon request to individuals with disabilities." 24. Participants A. Eligibility- Only participants who have been determined to meet all federal eligibility requirements to receive WIOA Title I Career Services and training hereunder shall be enrolled by Subrecipient in any occupational training. Determinations that participants meet federal eligibility requirements shall be made by the Orange County Workforce Solutions Center funded by County, and, when applicable, by City of Santa Ana - Regional Workforce Services. B. Benefits- Benefits shall be provided to participants in accordance with the standards and requirements set forth in the Act, including Section 181. C. Rights and Privileges- All participants enrolled in courses pursuant to the Contract shall be entitled to all the rights and privileges to which other Subrecipient students are entitled, including, but not limited to, special instruction, use of facilities on Subrecipient’s premises such as the libraries and learning centers, counseling, student body activities, and veterans’ benefits. Subrecipient’s representatives will provide academic counseling for participants and inform them of Subrecipient’s services available to them. D. Labor standards- Subrecipient shall adhere to the Labor standards described in the Act, including Section 181 of the Act, and all other applicable codes and regulations. 25. Pell Grants/HEA Title IV If Subrecipient provides any services under this Contract to applicants for or recipients of Pell Grants or awards pursuant to Title IV of the Higher Education Act, Subrecipient shall cooperate with County’s Project Manager in coordinating these grants and awards with WIOA funding in accordance with 20 C.F.R. 663.320 and section 134 (d) of the Act. 26. Policies and Procedures Subrecipient shall monitor its program for compliance with the provisions of this Contract. Subrecipient shall also comply with all applicable parts of County’s WIOA Policies and Procedures for recruitment, intake, assessment and referral, copies of which are available from County’s Project Manager. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 42 of 54 27. Sweat-free Code of Conduct All Subrecipients contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, or supplies have been furnished to the Subrecipient from sources that include sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The Subrecipient further declares under penalty of perjury that they adhere to the Sweat-free Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108. The Subrecipient agrees to cooperate fully in providing reasonable access to the Subrecipient’s records, documents, agents or employees, or premises if reasonably required by authorized officials of the State or County, the Department of Industrial Relations, or the Department of Justice to determine the Subrecipient’s compliance with the requirements under this paragraph. 28. S.W.A.G The Subrecipient and its Subcontractor/Vendors shall comply with Governor’s Executive Order 2-18- 2011, which bans expenditures on promotional and marketing items colloquially known as “S.W.A.G.” or “Stuff We All Get.” 29. Corporate Status All corporate Subrecipients shall be registered with the California Secretary of State and shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board, or Internal Revenue service. The corporate Subrecipient shall maintain the good status standing with the Secretary of State of California throughout the term of this Contract. Any change in corporate status or suspension shall be reported by Subrecipient immediately in writing to County’s Project Manager. If Subrecipient fails to maintain good standing or has failed to be in good standing at the time of the effective date of this Contract, County, in addition to all remedies available under the law and this Contract, pursuant to Termination provision of this Contract, terminate this Contract for cause. Subrecipient, by signing this Contract, does swear under penalty of perjury that no more than one (1) final unappealable finding of contempt of court by a federal court has been issued against Subrecipient within the immediately preceding two-year period because of Subrecipient’s failure to comply with an order of a federal court which orders the Subrecipient to comply with an order of the National Labor Relations Board. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 43 of 54 30. Equipment All computer-related and electronic equipment purchased with funds provided under this Contract or which are furnished to Subrecipient by County shall be considered “Equipment.” This includes, but is not limited to laptops, desktop computers, iPads, cell phones, PDAs, cameras, and DVD players. Title to all items of Equipment purchased vests and will remain in County, and as such shall be designated by County’s Project Manager. The use of such items of Equipment is limited to the performance of this Contract. Upon the termination of this Contract, Subrecipient shall immediately return any items of Equipment to County or its representatives or dispose of them in accordance with the directions of County’s Project Manager. Subrecipient further agrees to the following: A. To maintain all items of Equipment in good working order and condition, except for normal wear and tear. B. To label all items of Equipment, do periodic inventories as required by County’s Project Manager and to maintain an inventory list showing where and how the Equipment is being used, in accordance with procedures developed by County’s Project Manager. All such lists shall be submitted to County’s Project Manager within ten (10) days of the request, therefore Inventory lists must be maintained for four (4) years after final disposition of property. C. To report in writing to County’s Project Manager immediately after discovery, the loss or theft of any items of Equipment. For stolen items, the local law enforcement agency must be contacted, and a copy of the police report submitted to County’s Project Manager. D. To purchase a policy or policies of insurance covering loss or damage to any and all Equipment purchased under this Contract, 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. E. The purchase of any Equipment by Subrecipient shall be requested by Subrecipient in writing, shall require the prior written approval of the Administrator and shall fulfill the provisions of this Contract which are appropriate and directly related to Subrecipient’s service or activity under the terms of this Contract. County may refuse reimbursement for any costs resulting from Equipment purchased, which are incurred by Subrecipient, if prior written approval has not been obtained from County’s Project Manager. 31. Compliance with Law - Contract: In its performance under this Contract, Subrecipient shall fully comply with the requirements of the following, whether or not otherwise referred to in this Contract: A. WIOA and all applicable Federal statues, regulations, policies, procedures and directives, including but not limited to, 20 CFR Parts 676 through 678 and Parts 675, 679 through 687. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 44 of 54 i. All applicable standards and orders and requirements issued under Section 306 of the Clean Air Act https://www.gpo.gov/fdsys/pkg/USCODE-2013-title42/html/USCODE-2013-title42-chap85- subchapIII-sec7606.htm, Section 508 of the Clean Water Act and Environmental Protection Agency regulations https://www.epa.gov/enforcement/clean-water-act-cwa-and-federal-facilities ii. All mandatory standards and policies relating to energy efficiency as particularized in the State Energy Conservation Plan (Title 20, California Code of Regulations), as required by the U.S. Energy Policy and Conservation Act (P.L. 94-163) as each may now exist or be thereafter amended; https://www.ecfr.gov/current/title-10/part-420 iii. Davis-Bacon Act https://www.law.cornell.edu/cfr/text/29/part-5 “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction” iv. Copeland “Anti-Kickback” Act https://www.dol.gov/agencies/whd/government- contracts/copeland-anti-kickback v. Byrd Anti-Lobbying Amendment https://www.law.cornell.edu/cfr/text/29/part-93 vi. Compliance with Section 6002 of the Solid Waste Disposal Act https://www.ecfr.gov/current/title-45/section-75.331 vii. Equal Employment Opportunity provisions in Executive Order (E.O.) 11246, as amended by E.O. 11375 https://www.presidency.ucsb.edu/documents/executive-order-11246-equal- employment-opportunity and supplemented by the requirements of 41 CFR Part 60. https://www.law.cornell.edu/cfr/text/41/chapter-60 viii. Compliance with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act http://law.justia.com/codes/us/1997/title40/chap5/subchapii/sec328 B. All applicable State statues, regulations, policies, procedures and directives; C. All applicable County policies, procedures and directives; D. All applicable local ordinances and requirements, including use permits and licensing; E. Court orders applicable to Subrecipient’s operations; F. All federal and state guidance and training and employment guidance letters; and G. The terms and conditions of this Contract, including Attachments and Exhibits. Nothing in this Compliance with Law- Contract Paragraph shall limit Subrecipients obligations or County’s rights or Subrecipient’s obligations under Compliance with Laws Paragraph or under any other provision in the Contract. 32. Other Requirements – Program Confidentiality A. Without prejudice to or limitation of any other Section/Paragraph of this Contract, Subrecipient shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of Federal and State law. However, Subrecipient shall submit to County, the State of California and/or the United States government or their representatives, all records EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 45 of 54 requested for administrative purposes, including audits, examinations, monitoring and verification of reports submitted by Subrecipient, costs incurred and services rendered hereunder. B. Subrecipient shall require all of its employees, agents, subcontractors and volunteer staff who may provide services to Subrecipient under this Contract to sign an agreement with Subrecipient before commencing the provision of any such services, to maintain the confidentiality of any and all materials and information with which they may come into contact, or the identities or any identifying characteristics or information with respect to any and all participants referred to Subrecipient by County, except as may be required to provide services under this Contract or to those specified in this Contract as having the capacity to audit Subrecipient, and as to the latter, only during such audit. Subrecipient shall provide reports and any other information required by County in the administration of this Contract, and as otherwise permitted by law. C. The State of California Information Practices Act of 1977 sets forth certain requirements and safeguards regarding records pertaining to individuals, including the rights of access by the subject individual and by third parties. The disclosure of information from student records is governed by the Federal Family Educational Rights and Privacy Act (FERPA) and in part by the State of California Education Code and Subrecipient Policies Applying to the Disclosure of Information and Student Records. It is the purpose of these policies to provide reasonable interpretations of those laws and to protect the student’s right to privacy. The Federal Family Educational Rights and Privacy Act (FERPA) is a U.S. federal law that protects the privacy of student records. Generally, this law states schools must have written permission from the student in order to release any information from a student’s education record. The Subrecipient shall be guided by the following principles: (1) the release of any personally identifiable student information to any third parties shall be managed in ways that are in compliance with FERPA and (2) the information in the student’s file should be disclosed to the student upon request. Therefore, Subrecipient shall procure the written consent from students enrolled through the County allowing Subrecipient to disclose to the participants’ employer, County of Orange, State of California, or U.S. Department of Labor student information such as grades, academic disputes and other matters related to a student’s status as a student. Such consent shall be obtained materially in the form, titled Family Educational Rights and Privacy Act (FERPA) Authorization to Release Information to a Designated Third Party. D. Subrecipient agrees that any and all subcontracts entered into shall be subject to the confidentiality requirements of this Contract. 33. Contingent Fees The Subrecipient warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees of the Subrecipient or bona fide established commercial or selling agencies maintained by the Subrecipient for the purpose of securing business. For breach or violation of this warranty, the County shall have the right to terminate this Contract in EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 46 of 54 accordance with the termination clause and at its sole discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee from the Subrecipient. 34. Transitional Requirements One-hundred and eighty (180) days prior to the expiration/cancellation of the term of the Contract, Subrecipient shall provide the County with a plan for transitioning services provided under this Contract to the County, or third party(ies) designated by the County, upon the termination or expiration of the Contract for any reason (“Termination Transition Plan”). Subrecipient’s Termination Transition Plan shall include all details necessary to guide Subrecipient, County, and other third-party vendors through the process of migrating all functions and services previously performed by Subrecipient to the County or its new designee(s) and shall include at least the following elements: a. Meets County timeline requirements; b. Details specific transition activities to be accomplished; c. Assigns responsibility for owning the execution of each transition activity; d. Assigns responsibility for all supporting roles for each transition activity; e. Includes timelines detailing expected durations for each transition activity; f. Is documented and available to all entities associated with providing services under the Contract; g. Ensures appropriate subject matter experts are assigned to plan development; and h. Identifies termination risks associated with transitioning the services. The County shall have the right to approve and request modifications to the Termination Transition Plan, and Subrecipient shall make all such modifications in a timely manner. The Parties acknowledge and agree that County’s operations are dependent on the services provided under this Contract and County’s inability to receive such services may result in irreparable damages to County. The provisions of this clause shall survive the expiration or termination of this Contract. 35. Set-Off In addition to, and cumulative of, all other remedies at law, in equity or provided under this Contract, County may set off against any and all amounts otherwise payable to Subrecipient pursuant to any of the provisions of this Contract: (A) any and all amounts claimed by County in good faith to be owed by Subrecipient to County pursuant to any of the provisions of this Contract; (B) any and all amounts claimed by County in good faith to be owed by Subrecipient pursuant to any other written agreement between the Parties; and (C) any costs previously invoiced by Subrecipient that (i) have been determined by the County, or applicable California or federal authority, to be disallowed or ineligible under WIOA and/or all applicable laws, regulations, and requirements set forth in the Compliance with Law – Contract EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 47 of 54 Paragraph of this Contract, and (ii) have not been reimbursed to the County after sixty-days’ notice that such cost is disallowed or ineligible under WIOA. Within forty-five (45) calendar days after any such set- off by County, County shall provide Subrecipient with a written accounting of such set-off and a written statement of the reasons therefore. 36. No Termination or Suspension of Services (Continued Performance) Notwithstanding anything to the contrary contained herein, and even if any dispute arises between the Parties or Subrecipient alleges the County’s breach of contract, and regardless of whether the Parties require at any time the use of any dispute resolution procedures in the Disputes – Contract Paragraph or otherwise established by the Parties in writing, or the exercise of the Set-Off Paragraph, in no event nor for any reason shall Subrecipient, during the term of the Contract, suspend or otherwise interrupt the provision of services to the County or under this Contract, interrupt any obligations of or related to a Termination Transition Plan, disable any assets used to provide services, or perform any other action that prevents, impedes, or reduces in any way the provision of services or the County’s ability to conduct its activities, unless: (A) authority to do so is granted by the County’s Contract Administrator (or his or her designee) in writing or conferred by a court of competent jurisdiction; or, (B) the term of this Contract has expired, or been terminated pursuant to the Termination Paragraph hereof and Subrecipient has performed all services required to complete the Termination Transition Plan to the satisfaction of the County, and the Contract Administrator has provided written notice thereof. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 48 of 54 SIGNATURE PAGE IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the date following their respective signatures. CITY OF SANTA ANA,* Signature Name Title Date ATTEST: Signature Name Title Date APPROVED AS TO FORM: Signature Name Title Date RECOMMENDED FOR APPROVAL: Signature Name Title Date COUNTY OF ORANGE, A political subdivision of the State of California COUNTY AUTHORIZED SIGNATURE: Deputy Purchasing Agent Signature Name Title Date * If the contracting party is a corporation, (2) two signatures are required: one (1) signature by the Chairman of the Board, the President or any Vice President; and one (1) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. The signature of one person alone is sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two categories described above. For County purposes, proof of such dual office holding will be satisfied by having the individual sign the instrument twice, each time indicating his or her office that qualifies under the above described provision. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signee to bind the corporation. Andrea Garcia-Miller, Assistant City Attorney 1/6/2025 EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 49 of 54 ATTACHMENT A - SCOPE OF SERVICES 1. Scope of Services I. PURPOSE The purpose of this Contract is to provide Regional Workforce Consulting Services that support federally funded services offered through the Workforce Innovation and Opportunity Act (WIOA) and by the Orange County Workforce Development Board (OCWDB) and its Subrecipients for Workforce Services and Initiatives in the Orange County Region. Subrecipient shall provide Workforce Services and Initiatives as a partner in the Orange Workforce Alliance, formerly known as the Orange Regional Planning Unit. II. SERVICES Regional Planning and Implementation – Collaborate with the OCWDB in establishing and facilitating regional goals and objectives; developing regional strategies, policies, and programs as part of regional planning and infrastructure development; focus on targeted populations, communities, and/or WIOA activities as a key partner in the state identified Regional Planning Unit. a. Monitoring and Evaluation Services will also be available if needed. III. DELIVERABLES a. Subrecipient will be called upon to provide at a minimum but not limited to the following services on an as-needed basis: a. Regional Plan Implementation 5.0 i. Collaborate with OCWDB in developing establishing and facilitating a post-COVID- 19 Economic Development Strategy that supports regional goals and objectives; developing regional strategies, policies, and programs as part of regional planning and infrastructure development. ii. Collaborate with OCWDB to address the identified needs, service gaps, existing resources, and potential partnerships in the region. iii. Assist OCWDB and Regional Organizer (RO) with building community partnerships in the 4 identified industry sectors; targeting special resources to support post- COVID-19 recovery strategies focusing on race, equity, and high road economy. iv. Promote regional collaboration and support of the regional plan implementation activities. v. Attend regional workforce development board partner meetings and training. vi. Assist in the development and implementation of capacity building, training, and development opportunities for staff and partners. 1. Invoices are due on the 20th of each month for the previous month’s expenditures in accordance with the "OC Community Resources Contract Reimbursement Policy" Exhibit of EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 50 of 54 this Contract. Subrecipient has a 30- day grace period after the 20th of the month to submit the invoice, with the following exceptions: (1) the final close-out invoice must be submitted by the 15th of the month following the month being reported and (2) the invoices for May and June business must be submitted by the 15th of June and 15th of July, respectively. 2. Due dates of project and program development activities will be project-specific and will be determined at the time of the project assignment. Subrecipient will be provided access to the Project Manager who will assist with the scheduling and information needed to complete the required deliverables for said services and projects pertaining to the Orange Workforce Alliance. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 51 of 54 ATTACHMENT B - PAYMENT AND COMPENSATION 1. Compensation: This is a firm fixed fee Contract between County and Subrecipient for Regional Workforce Consulting Services as set forth in the “Scope of Services” Attachment. Subrecipient agrees to accept the specified compensation as set forth in this Contract as full payment for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by Subrecipient of all its duties and obligations hereunder. Subrecipient shall only be compensated as set forth herein for work performed in accordance with the Scope of Services. County shall have no obligation to pay any sum in excess of the fixed rates specified herein unless authorized by amendment in accordance with Articles "Changes" and "Amendments" of County Contract Terms and Conditions, which may require approval by the County Board of Supervisors. 2. Fees and Charges: County will pay the fees and charges in accordance with the provisions of this Contract. Payment shall be as follows: Line Item Description Unit of Measurement Unit Cost 1 City of Santa Ana – Regional Workforce Consulting Services each $30,000.00 TOTAL NOT TO EXCEED AMOUNT OF: $30,000.00 3. Price Increase/Decreases: No price increases will be considered during the first year/term of the Contract. County requires documented proof of cost increases on Contracts prior to any price adjustment. A minimum of 30-days advance notice in writing is required for consideration of such adjustment. No retroactive price adjustments will be considered. All price decreases will automatically be extended to County of Orange. County may enforce, negotiate, or cancel escalating price Contracts or take any other action it deems appropriate, as it sees fit. The net dollar amount of profit will remain firm during the period of Contract. Adjustments increasing Subrecipient's profit will not be allowed. 4. Firm Discount and Pricing Structure: Subrecipient guarantees that prices quoted are equal to or less than prices quoted to any other local, State or Federal government entity for services of equal or lesser scope. Subrecipient agrees that no price increases shall be passed along to County during the term of this Contract not otherwise specified and provided for within this Contract. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 52 of 54 5. Subrecipient’s Expense: Subrecipient will be responsible for all costs related to photo copying, telephone communications and fax communications while on County sites during the performance of work and services under this Contract. 6. Payment Terms – Payment in Arrears: Invoices are to be submitted in arrears to the user agency/department to the ship-to address, unless otherwise directed in this Contract. Subrecipient shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice in a format acceptable to County of Orange and verified and approved by the agency/department and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with Subrecipient. Billing shall cover services not previously invoiced. The Subrecipient shall reimburse the County of Orange for any monies paid to the Subrecipient for services not provided or when services do not meet the Contract requirements and/or are not eligible for reimbursement or allowable costs under WIOA and all applicable laws, regulations, and requirements set forth in Article "Compliance with Law – Contract" of this Contract. No payments will be made if any preceding months’ data, reports, or invoices are outstanding, unless otherwise approved by the Administrator. No payments will be made for costs incurred by Subrecipient which are not “allowable costs” applicable to Subrecipient under 2 CFR Part 200. Whenever Subrecipient is not in compliance with any provision of this Contract, County’s Project Manager, may withhold payment or a portion thereof until such time Subrecipient comes into compliance. County shall promptly review invoices submitted by Subrecipient and, within thirty (30) days after receiving each invoice, County shall either: (a) approve such invoice in its entirety; or (b) notify Subrecipient, in writing, of those portion(s) of such invoice that are denied, together with the reasons stated therefore (i.e. disallowed cost, lack of documentation, etc.). County’s Project Manager, also reserves the right to refuse and withhold payment to Subrecipient for later disallowed costs; or for any expenditure determined by County’s Project Manager, not to be in compliance with this Contract, or unrelated to activities for which this Contract provides, or inappropriate to such activities; or for which there is inadequate supporting documentation presented; or for which prior approval was required but was either not requested or not granted. Payment to Subrecipient may be refused until County receives reimbursement from Subrecipient for any Subrecipient outstanding disallowed costs. Total Monthly Costs may exceed one-twelfth of the Maximum Obligation of County. Upon receipt of sufficient written justification from the Subrecipient, as determined in the sole discretion of the County’s Project Manager, or designee, the Project Manager, has the discretion, in any given month, to pay over the monthly one-twelfth of the Maximum Obligation. Payments made by County shall not preclude the right of County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or services. EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 53 of 54 7. Taxpayer ID Number: Subrecipient shall include its taxpayer ID number on all invoices submitted to County for payment to ensure compliance with IRS requirements and to expedite payment processing. 8. Payment – Invoicing Instructions: Subrecipient will provide an invoice on Subrecipient’s letterhead for goods delivered and/or services rendered. In the case of goods, Subrecipient will leave an invoice with each delivery. Each invoice will have a number and will include the following information: A. Subrecipient’s name and address B. Subrecipient’s remittance address, if different from “a” above C. Subrecipient’s Taxpayer ID Number D. Name of County Agency/Department E. Delivery/service address F. Contract MA-012-25010267 G. Requisition 1695378 H. Agency/Department’s Account Number I. Date of invoice J. Product/service description, quantity, and prices K. Sales tax, if applicable L. Freight/delivery charges, if applicable M. Total Program Invoice(s) must be emailed to the following address: Email: einvoice@occr.ocgov.com 9. Payment (Electronic Funds Transfer (EFT): County of Orange offers Subrecipients the option of receiving payment directly to their bank account via an Electronic Fund Transfer (EFT) process in lieu of a check payment. Payment made via EFT will also receive an Electronic Remittance Advice with the payment details via e-mail. An e-mail address will need to be provided to The County of Orange via an EFT Authorization Form. To request a form, please contact the agency/department Procurement Buyer listed in Contract. Upon completion of the form, please mail, fax or email to the address or phone listed on the form. 10. Close-Out Deadlines The close-out invoice is due on April 15, 2025, without exceptions. In cases of returned invoices due to errors or Disallowed costs, Subrecipient must resubmit revised invoice(s) within two (2) business days of EXHIBIT 2 County of Orange OC Community Resources MA-012-25010267 Regional Workforce Consulting Services Page 54 of 54 notification from County. Request for budget modifications and/or invoice revisions from the Subrecipient will be restricted to a minimum for June or final program month invoices and will only be allowed at the County’s discretion. Subrecipient must submit the final program month invoice estimates by February 31, 2025. Estimates must be projected based on anticipated actual expenditure. Invoices submitted or received after the close-out period will not be reimbursed. EXHIBIT 2 ATTACHMENT C FEDERAL AWARD IDENTIFICATION INFORMATION The General Program Requirements were designed to provide the framework where the Contractor will provide Regional Workforce Consulting Services identified in this attachment. I. GOVERNANCE Contractor agrees to comply, remain informed, and deliver services consistent with the provisions of the Workforce Innovation and Opportunity Act (WIOA), County of Orange, Orange County Workforce Development Board (OCWDB) Policies, and Orange County Regional and Unified Local Plan 2021-2024. Where local policy has not been set, Contractor agrees to adhere to state and/or federal policy, as appropriate. II. GOVERNANCE REFERENCES A. Workforce Investment Act/Workforce Innovation and Opportunity Act - Department of Labor, Employment and Training Administration, 20 CFR Part 652 et al. Workforce Investment Act; Final Rules/WIOA 20CFR Part 676, 677 and 678. B. Department of Labor, Employment and Training Administration, 20 CFR Part 652 et al. Workforce Investment Act; Final Rules/WIOA 20CFR Part 676, 677 and 678. C. Additional state and federal agencies that provide funding to the County of Orange/ OC Community Resources/OC Community Services/Workforce & Economic Development Division that may be incorporated herein. D. Information Bulletins, Directives and any other federal and state guidance documents pertaining to the WIOA. E. All Actions, directives, and policy and procedures issued by OC Community Resources/ OC Community Services/Workforce & Economic Development Division/Orange County Workforce Development Board (OCWDB) or staff relevant to this CONTRACT, specifically Management Information System (MIS) Policies and Procedures, Monitoring Guide Policy and Procedure, Audit Requirements Policy and Procedure and Selective Service Policy and Procedure. F. County of Orange policies, as applicable. III. CONTRACTOR/SUBRECIPIENT DETERMINATION In accordance with the requirements of 2 CFR 200.330 (Subrecipient and Contractor determination) and for the purpose of this Contract, City of Santa Ana is determined to be a Contractor. EXHIBIT 2 IV. FEDERAL AWARD IDENTIFICATION FAIN INFORMATION A. Contractor Name: City of Santa Ana/Santa Ana Workforce Development Board B. Contractor’s Unique Entity Identification (SAM): KZE9G2M4GRX9 C. Federal Award Identification Number (FAIN): See Table F D. Federal Award Date: See Table F E. Subaward Period of Performance: Upon Execution – 03/31/2025 F. Total Amount of Federal Funds Obligated by the Action: $30,000.00 CFDA FAIN Award Date Funds Amount 17.258 AA-35818-22-55-A-6 01/1/2023– 03/31/2025 Regional Plan Implementation 5.0 (RPI) Grant $30,000 TOTAL: $30,000 G. Total Amount of Federal Funds Obligated to the Contractor: $30,000 H. Total Amount of the Federal Award: $131,250.00 I. Federal Award Project Description: Regional Plan Implementation 5.0 (RPI) Grant J. Federal Awarding Agency: California Workforce Development Board K. Name of PTE: Employment Development Department and County of Orange L. Contact Information for the Awarding Official: Renee Ramirez, Director of Orange County Community Services Phone Number: (714) 480-6483 E-mail Address: renee.ramirez@occr.ocgov.com M. CFDA Number and Name: See Table F N. Whether Award is R&D: No O. Indirect Cost Rate for the Federal Award: 10% Cap EXHIBIT 2 ATTACHMENT D BUDGET REGIONAL WORKFORCE CONSULTING SERVICES BUDGET The CONTRACT total shall not exceed $30,000.00. Each project description and corresponding budget under this CONTRACT shall be mutually determined and agreed upon by COUNTY and CONTRACTOR. Project descriptions shall be in Attachment A, herein and corresponding project budgets shall be listed in Attachment D herein. Activities PY 2022-2023 Regional Plan Implementation (RPI) 5.0 Grant Code: 1266 End Date: March 31, 2025 $30,000.00 Total: $30,000.00 EXHIBIT 2 ATTACHMENT E STAFFING PLAN Title FTE* Economic Development Specialist III .10 Economic Development Specialist III .10 TOTAL: .20 *1.00 FTE = Full-Time Equivalent The substitution or addition of other key individuals in any given category or classification shall be allowed only with prior written pre-approval of the County Project Manager. The Parties agree that the County has the right to require other or additional personnel to perform services under the Contract, as required. The specific individuals will be assigned based on the need and time of the service/class required. Assignment of additional key personnel shall be subject to County approval. County of Orange 1 of 1 City of Orange County Community Resources Contract Number EXHIBIT 2 Exhibit 1 DRUG FREE WORKPLACE CERTIFICATION Company/Organization Name City of Santa Ana The Contractor or grant recipient named above hereby certifies compliance with Government Code 8355 in matters relating to providing a drug-free workplace. The above named Contractor will: 1.Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited in the person’s or organization’s workplace and specifying the actions to be taken against employees for violations of the prohibitions, as required by Government Code Section 8355(a). 2.Establish a Drug Free Awareness Program as required by Government Code Section 8355(b), to inform employees about all of the following: A.The dangers of drug abuse in the workplace, B.The person’s or organization’s policy of maintaining a drug-free workplace, C.Any available drug counseling, rehabilitation and employee assistance programs, and D.Penalties that may be imposed upon employees for drug abuse violations 3.Provide as required by Government code Section 8355I that every employee who works on the proposed contract or grant A.Will receive a copy of the company’s drug-free policy statement described in paragraph (1) above, and B.Will agree to abide by the terms of the company’s statement as a condition of employment in the contract or grant. CERTIFICATION I, the official named below, hereby swear that I am duly authorized legally to bind the contractor or grant recipient to the above described certification. Official’s Name Orange County, California Date Executed Executed in the County of Contractor or Grantee Recipient Signature and Title EXHIBIT 2 Exhibit 2 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTIONS This certification is required by the regulations implementing Executive Order 12549, Debarment and suspension, 29 CFR Part 98.510, Participants’ responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211) (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION) (1)The contractor or grant recipient of Federal assistance funds certifies, by submission of this exhibit document, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2)Where the contractor or grant recipient of Federal assistance funds is unable to certify to any of the statements in this certification, the contractor or grant recipient shall attach an explanation to this exhibit document. Name Title Authorized Signature Date EXHIBIT 2 Exhibit 2 DEBARMENT AND SUSPENSION CERTIFICATION - Instructions for Certification 1.By signing and submitting this exhibit document, the contractor or grant recipient of Federal assistance funds is providing the certification as set out below. 2.The certification in the clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the contractor or grant recipient of Federal assistance funds knowingly rendered an erroneous certification in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. 3.The contractor recipient of Federal assistance funds shall provide immediate written notice to the County of Orange/Workforce Investment Board to which this certification document is submitted if at any time the contractor or grant recipient of Federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4.The contractor or grant recipient of Federal assistance funds agrees by submitting this certification document that, should the covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 5.The contractor or grant recipient of Federal assistance funds further agrees by submitting this certification document that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 6.The contractor or grant recipient in a covered transaction may rely upon a certification of a contractor or grant recipient in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. The contractor or grant recipient may decide the method and frequency by which it determines the eligibility of its principals. 7.Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the contractor or grant recipient is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 8.Except for transactions authorized under paragraph 5 of these instructions, if the contractor or grant recipient in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment. EXHIBIT 2 Exhibit 3 CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief, that: 1.No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a member of Congress, an officer or employee of Congress, or an employee of a Member of Congress 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. 2.If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, ”Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all* subrecipients shall certify and disclose award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all* subrecipients shall certify and disclose award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all* subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10, 000 and not more than $100,000 for each such failure. Grantee/Contractor Organization Name Title Authorized Signature Date *Note: In these instances, "All," in the Final Rule is expected to be clarified to show that it applies to covered contract/grant transactions over $100,000 (per OMB). City of Santa Ana EXHIBIT 2 Exhibit 4 INSTRUCTIONS FOR COMPLETION OF SF-LLL DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity 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 in connection with a covered Federal action. Use the SF LLL-A Continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying is and has been secured to influence the outcome of a covered action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4.Enter the full name, address, city, state and zip code of the reporting entity. Include congressional district. if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e. g. the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts. subgrants and contract awards under grants. 5. If the organization filing the report, in item 4 checks "Subawardee", then enter the full name, address, city, state, and zip code of the prime Federal recipient. Include congressional district, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e. g. Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number the contract, grant. or loan award number; the application proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP DE 90 09." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the primary entity identified in item 4 or 5. 10.(a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI). 11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report enter he cumulative amount of payment made or planned to be made. 12.Check the appropriate box(es). Check all boxes that apply. If payment is made through an in kind contribution, specify the nature and value of the in kind payment. 13.Check the appropriate box(es). Check all boxes that apply. If other, specify nature. 14.Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted and the officer(s), employee(s), or Member(s) of Congress that were contacted. 15.Check whether or not a SF LLL A Continuation Sheet(s) is attached. 16.The certifying official shall sign and date the form, print his/her name, title, and telephone number. Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions. searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget. Paperwork Reduction Project (0348 0046) Washington D.C., 20503. EXHIBIT 2 Exhibit 4 DISCLOSURE OF LOBBYING ACTIVITIES Complete this form to disclose activities pursuant to 31 U.S.C 1352 1.Type of Federal Actions: a. contract b. grant c.cooperative agreement d. loan e.loan guarantee f.loan insurance 2.Status of Federal Actions: a. bid/offer/application b.initial award c.post-award 3.Report Type: a.initial filing b.material change For material change only: Year: Quarter: Date of last report: 4.Name and Address of Reporting Entity Prime Subawardee Tier if known Congressional District, if known: 5.If Reporting Entity in No. 4 is a Subawardee: Enter Name and Address of Prime: Congressional District, if known: 6.Federal Department / Agency:7.Federal Program Name/Description 8.Federal Action Number, if known:9.Award Amount, if known: $ 10a. Name and Address of Lobbying Entity (if individual, last name, first name, MI): (attach Continuation Sheets SF-LLL-A, if necessary) 10b. Individual Performing Services (including address if different from No. 10a) (last name, first name, MI): 11.Amount of Payment (check all that apply): $ Actual Planned 13.Type of Payment (check all that apply) a. retainer b. one-time free c. commission d.contingent fee e. deferred f.other specify: 12.Form of Payment (check all that apply): a.cash b.in-kind: specify: nature: value: 14.Enter Description of Services performed or to be Performed and date(s) of Service, including officer(s), employee(s), or Member(s) contacted, for Payment indicated on item 11: 15.Continuation sheet(s) SF-LLL-A attached: Yes No 16.Information requested through this form authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semiannually and will be available for public inspection. An person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: Print Name: Title: Telephone No: Date: EXHIBIT 2 Exhibit 4 DISCLOSURE OF LOBBYING ACTIVITIES CONTINUATION SHEET Approved by OMS - 0348-0046 Reporting Entity: Page of BILLING CODES 3410-01 -C; 6450-01-C; 6890-01 ;6025-01-C; 7510-01-C , 35 1 0-FE-C; 8120-01 -C; 4710-24-C, 6116-01 -C, EXHIBIT 2 EXHIBIT 5 Subject: OC Community Resources Contract Reimbursement Policy Effective: July 1, 2010 Revised: January 17, 2020 Page 1 of 2 PURPOSE: This policy contains updated fiscal documentation requirements for contract reimbursement for OC Community Services and OC Housing & Community Development. The procedures provide instructions for submitting reimbursement demand letter or invoice. REFERENCES: Executed County Board of Supervisors approved contract Budget included in contract or presented as an attachment 48 CFR Part 31 Contract Cost Principles and Procedures 24 CFR Parts 85, 570.502, 570.201, 576.21, 576.51 and 576.61: For OC Housing & Community Development Contracts only. 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) BACKGROUND: The executed Board of Supervisors approved contract is the authorization for all aspects of payment, including the maximum amount to be paid, the payee, and the scope of services and work. Payments are made in strict accordance with the contract terms. Allowable costs are identified in referenced Uniform Guidance and Code of Federal Regulations (CFR). ATTACHMENTS: Reimbursement Policy Status Form (RPS-1) POLICY: Contractor is responsible for the submission of accurate claims. This reimbursement policy is intended to ensure that the Contractor is reimbursed based on the code or codes that correctly describe the services provided. This information is intended to serve only as a general reference resource regarding OC Community Services’ and Housing & Community Development reimbursement policy for the services described and is not intended to address every aspect of a reimbursement situation. Accordingly, OC Community Services and OC Housing & Community Development may use reasonable discretion in interpreting and applying this policy to services provided in a particular case. Other factors affecting reimbursement may supplement, modify or, in some cases, supersede this policy. These factors may include, but are not limited to: legislative mandates and County directives. OC Community Services and OC Housing & Community Development may modify this reimbursement policy at any time by publishing a new version of the policy. However, the information presented in this policy is accurate and current as of the date of publication. Cost incurred by Contractor must be substantiated and incurred during the contract period. Total of all reimbursements cannot exceed the amount of the contract. Cost must be allowable under applicable Code of Federal Regulations (CFR) or Uniform Guidance. All supporting documentation for reimbursement must be submitted with demand letter or invoice. If contract requires matching contribution, documentation substantiating contribution match must be submitted with demand letter or invoice. EXHIBIT 2 Page 2 of 2 At any time, based on County’s business needs and/or Contractor’s performance, the County may designate Contractor to submit abbreviated or comprehensive documentation, as identified in the respective sections. Upon designation, Contractor will be notified, in writing via Reimbursement Policy Status Form, of which requirements are in full force. When Contractor is required to submit comprehensive documentation, in addition to the items identified in the Abbreviated Documentation Requirements Section, Contractor must also provide the documentation identified in the Comprehensive Documentation Requirements Section. PROCEDURES: Abbreviated Documentation Requirements Compile and submit: 1.Supporting documentation includes, but is not limited to: a. General ledger/expense transaction report b.Payroll register or labor distribution report c.Payroll allocation plan d.Personnel Documentation e.Benefit plan and calculation of benefit f.Employer-employee contract for non-customary benefits (if applicable) g.Pre-approval documentation for equipment purchases equal to or greater than $5,000 2.The following is required with the first month’s invoice only: a.Cost allocation plan for rent, utilities, etc. b.Indirect rate approved by cognizant agency (if applicable) 3.Summary of leveraged resources (if applicable) 4.Demand letters must contain the following certification (if required by Contract): “By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31 Sections 3729-3730 and 3801-3812)” 5.Grantee Performance Report (if required by Contract) 6.Supporting documentation shall be on single-sided sheets 7.Please redact employees’ Social Security Number from payroll reports 8.Demand letter or invoice, along with supporting documentation shall be submitted to: OC Community Resources Accounting 601 N. Ross St., 6th Floor Santa Ana, CA 92701 Comprehensive Documentation Requirements In addition to abbreviated documentation, compile and submit: 9.Purchase orders, invoices, and receipts 10.Cashed checks 11.Check register 12. Consultant/sub-contractor invoices (with description of services) 13.Travel expense documentation: mileage reimbursement, hotel bill, meal reimbursement ACTION: Distribute this policy to all appropriate staff INQUIRIES: Inquiries may be directed to OCCR Accounts Payable at: OCCRAccountsPayable@occr.ocgov.com EXHIBIT 2 EXHIBIT 5 Reimbursement Policy Status (RPS-1) Reimbursement Policy Status Form Per OC Community Resources Contract Reimbursement Policy, in regards to the Contract # listed herein, Contractor is designated with the Documentation Status of Abbreviated unless Comprehensive is checked below. If the contractor’s designation should change to Abbreviated, a new status form shall be approved. All related documentation requirements are in full force, until further notice. Contractor: City of Santa Ana Effective Date: Upon Execution Contract #: MA-012-24010267 Documentation Status: ☐ Abbreviated ☒ Comprehensive ************************************************************************************************************* Program Authorization by: Auditor Controller Authorization by: Print Name Print Name Signed by: Signed by: Date: Date: Two signatures are required to implement the form. Distribution: Contractor Auditor Controller Contract File Program File EXHIBIT 2