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A.2008.039
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WIA COST REIMBURSEMENT AGREEMENT
COUNTY OF ORANGE
100% FEDERAL
AGREEMENT #:
FUNDING SOURCE:
THIS AGREEMENT, between the County of Orange, hereinafter referred to as "COUNTY" and Citv of
Santa Ana hereinafter referred to as "CONTRACTOR," consists of fifty two (52) sections and the following
ten (10) exhibits: A. General Program Requirements, B. Statement of Work, C. Performance Standards,
D. Budget Schedule, E. Drug Free Workplace Certification, F. Suspension & Debarment Certification G.
Certification Regarding Lobbying, H. Disclosure Form to Report Lobbying, I. Child Support Enforcement
Provision (for-profit providers only), and J. EDD Independent Operator Reporting Requirements.
WIA COST REIMBURSEMENT CONTRACT- REV. 8.15-07
1
TABLE OF CONTENTS
No.
Page
1.TERM ..................................................................................................................................................... 6
2. PURPOSE .............................................................................................................................................7
3. COMPLIANCE WITH LAW .................................................................................................................... 7
(a) Federal ............................................................................................................................................. 7
(1) Clear Air and Clean Water Act ......................................................................................................... 7
(2) Energy Efficiency Standards ......................:..................................................................................... 7
(b) State ................................................................................................................................................ 7
(c) County .............................................................................................................................................. 7
(d) Local ...............................................................................................................................................7.
(e) Court Orders .................................................................................................................................... 7
(~ Terms and Conditions ........................................................................................................................7
4. STATEMENT OF WORK ...................................................................................................................... 8
5. SERVICES ..................................................................................................................................:........8
6. MODIFICATION OF PROGRAM COMPONENTS AND SERVICE LEVELS ......................................... 8
7. INSTRUCTORS ................................................................................................................................... 8
8. PERFORMANCE STANDARDS ........................................................................................................... 9
9. PLANS AND PROCEDURES ............................................................................................................... 9
10. SATISFACTORY WORK ..................................................................................................................... 9
11. REPORTS ...........................................................................................................................................9
12. NO SUPPLANTATION ...................................................................................................................... 10
13. INDEPENDENT CONTRACTOR ....................................................................................................... 10
WIA COST REIMBURSEMENT CONTRACT- REV. 8-15-07L
14. ASSIGNMENT ................................................................................................................................... 10
15. SUBCONTRACTS .............................................................................................................................10
16. CONTINGENCY OF FUNDS ............................................................................................................. 11
17. BUDGET SCHEDULE ....................................................................................................................... 11
18. MODIFICATION OF BUDGET SCHEDULE ....................................................................................... 11
19. PAYMENTS BY COUNTY ................................................................................................................. 12
(a) Monthly Payments ...............................................................................................................:....... 12
(b) County Discretion .......................................................................................................................... 12
(c) Invoices ........................................................................................................................................12
20. FISCAL ACCOUNTABILITY ................:.............................................................................................13
(a) Financial Management System ..................................................................................................... 13
(b) CONTRACTOR'S Records ............................................................................................................ 13
(c) Costs Charged .............................................................................................................................. 13
21. PROGRAM INCOME ......................................................................................................................... 13
22. PELL GRANTS/HEA TITLE IV ........................................................................................................... 14
23. ANNUAL AUDIT ................................................................................................................................14
24. ACCESS AND RECORDS .........................................................................................................:...... 14
(a) Access .......................................................................................................................................... 14
(b) Records Retention ........................................................................................................................ 15
25. FRAUD ..............................................................................................................................................15
26. MODIFICATIONS/CHANGE ORDERS .............................................................................................. 15
(a) By DIRECTOR .............................................................................................................................. 15
(b) By CONTRACTOR ...........................................:............................................................................ 16
27. PARTICIPANTS ................................................................................................................................16
(a) Benefits ......................................................................................................................................... 16
WIA COST REIMBURSEMENT CONTRACT-REV. 6-15-07 3
(b) Labor Standards .................................................................................................. .......................... 17
(c) Complaint Handling Procedures ......................................................................... .......................... 17
(d) Nondiscrimination and Compliance Provisions .................................................... .......................... 17
28. CONFIDENTIALITY ................................................................................................. ..........................18
29. EQUIPMENT..., ....................................................................................................... ..........................19
30. MUTUAL INDEMNIFICATION ....................................................................:............ .......................... 20
31. INSURANCE .........................................................................:................................. .......................... 20
32. PATENT/COPYRIGHT MATERIALS/PROPRIETARY INFRINGEMENTS ............... .......................... 23
33. INTELLECTUAL PROPERTY .................................................................................. .......................... 24
(a) Federal Funding ................................................................................................ .......................... 24
(b) Ownership ......................................................................................................... ..........................24
(c) Retained Rights/License Rights .......................................................................... .......................... 26
(d)Copyright ............................................................................................................ .......................... 27
(e) Patent Rights ....................................:................................................................. :......................... 27
(f) Third Party Intellectual Property .......................................................................... .......................... 28
(g) Warranties .......................................................................................................... .......................... 28
(h) Intellectual Property Indemnity ........................................................................... ...................:...... 29
(i) Survival ..............................................................................................................: .:........................ 31
34. CORPORATE STATUS ........................................................................................... .......................... 31
35. STANDARDS OF CONDUCT .................................................................................. .......................... 31
(a) General Assurance ....................................................................................................................... 31
(b) Employment of Former State Employees ...................................................................................... 31
(c) Conducting Business Involving Relatives ...................................................................................... 31
(d) Conducting Business Involving Close Personal Friends and Associates ....................................... 32
(e) Avoidance of Conflict of Economic Interest ................................................................................... 32
WA COST REIMBURSEMENT CONTRACT-REV. &15-07 4
36. SWEATFREE CODE OF CONDUCT ................................................................................................ 32
37. DRUG FREE WORKPLACE .............................................................................................................. 33
38. DEBARMENT ........................................................:...........................................................................33
39. SECTARIAN ACTIVITIES .................................................................................................................. 33
40. LITERATURE .......................................................................................:........:...................................33
41. LOBBYING ..........................................................................................................:.............................33
42. BREACH -SANCTIONS ......................................................................:............................................. 34
43. DISPUTES ........................................................................................................................................ 34
44. TERMINATION ..................................................................................................................................34
45. TOTAL AGREEMENT ....................................................................................................................... 35
46. CHILD SUPPORT ENFORCEMENT ....................................................................................:............ 35
47. EDD INDEPENDENT CONTRACTOR REPORTING REQUIREMENTS .....:..................................... 35
48. NOTICES .......................................................................................................................................... 35
49. GOVERNING LAW AND VENUE ...................................................................................................... 36
50. WAIVER ............................................................................................................................................36
51. PUBLICITY ........................................................................................................................................36
52. CALENDAR DAYS ................................................................................................:........................... 36
SIGNATURES
EXHIBITS
A General Program Requirements
B Statement of Work
C Performance Standards
D Budget Schedule
E Suspension & Debarment
F Drug-Free Workplace Certification
G Certification Regarding Lobbying
H Disclosure Form to Report Lobbying
I Child Support Enforcement Provision (for profit only providers)
J EDD Independent Operator Reporting Requirements
WA COST REIMBURSEMENT CONTRACT- REV. 5-15-07 5
1 WHEREAS, Congress has enacted the "Workforce Investment Act of 1998," hereinafter referred to
2 as "the Act;' to provide workforce investment activities, through statewide and local workforce investment
3 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
4
productivity and competitiveness of the Nation; and
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WHEREAS, the County of Orange, (hereinafter °COUNTY" acting as the Administrator of the Act
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funds, is empowered to make a portion of the funds available pursuant to the Act (hereinafter referred to
~ as "grant funds") to CONTRACTOR, for the purpose of implementing the provisions of the Act; and
$ WHEREAS, COUNTY, by Minute Order dated a copy of which is on file with the
9 Clerk of the Board of Supervisors of Orange County and which 6y this reference is incorporated herein
10 and made a part hereof as if fully set forth, has appropriated a portion of grant funds in the amount of
11 54 000 to engage CONTRACTOR to carry out program services for the MORTGAGE AND FINANCE
12 ASSISTANCE AND RE-EMPLOYMENT PROJECT; and
13 WHEREAS, COUNTY'S Housing and Community Services Department (hereinafter referred to as
14 "HCS"), Director or designee (hereinafter referred to as "DIRECTOR"), shall administer this Agreement as
15 is necessary or reasonable to comply with or implement the grant funds received by COUNTY and as
16 required by law or applicable regulations; and
17 WHEREAS, CONTRACTOR, in order to receive grant funds, is agreeable to the terms and
conditions hereinafter set forth;
18
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
19
TERM
20
21 1. The term of this Agreement shall commence on and terminate on
December 315'. 2008 subject to the provisions of Sections 16, 42 and 44 of this Agreement; however,
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CONTRACTOR shall be obligated to perform such duties as would normally extend beyond this term,
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including but not limited to obligations with respect to indemnification, audits, reporting and accounting.
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CONTRACTOR and DIRECTOR may mutually agree in writing to extend the term of this Agreement up to
25 and including a period of one year, provided that COUNTY's maximum obligation as stated in
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Subparagraph 19 of this Agreement does not increase as a result, and on the same terms and conditions
upon mutual agreement of the parties in writing without further Board action, unless the COUNTY earlier
terminates this AGREEMENT pursuant to the provisions contained in paragraph 44 herein.
PURPOSE
2. The purpose of the program funded by this Agreement is to provide workforce investment
activities that increase employment, retention, earnings and occupational skill attainment through local
workforce investment systems to youth. All services are intended to improve the quality of the workforce
and enhance the productivity and competitiveness of Orange County and the United States.
CONTRACTOR shall ensure that the program funded hereby shall comply with this purpose.
COMPLIANCE WITH LAW
3. In its performance under this Agreement, CONTRACTOR shall fully comply with the
requirements of the following, whether or not otherwise referred to in this Agreement:
(a) The Act and all applicable federal statutes, regulations, policies, procedures and
directives, including but not limited to, 20 C.F.R. Parts 652 and 660 through 671.
(1) All applicable standards and orders and requirements issued under Section 306 of the
Clean Air Act, Section 508 of the Clean Water Act and Environmental Protection Agency regulations in
contracts in excess of $100,000.
(2) CONTRACTOR shall comply with such mandatory standards and policies relating to
energy efficiency as particularized in the State Energy Conservation Plan. (Title 20, California Cdde of
Regulations), as required by the U.S. Energy Policy and Conservation Act (P. L. 94-163) as each may now
exist or be hereafter amended.
(b) All applicable State statutes, regulations, policies, procedures and directives;
(c) All applicable COUNTY policies, procedures and directives;
(d) Alt applicable local ordinances and requirements, including use permits and licensing;
(e) Court orders applicable to CONTRACTOR's operations; and
(f) The terms and conditions of this Agreement.
WIA COST REIMBURSEMENT CONTRACT- REV. 8-t `r07 ~
1 If any of the foregoing is enacted, amended, or revised, CONTRACTOR will comply with such or will notify
2 DIRECTOR in writing within thirty (30) days after enactment or modification that it cannot so comply.
3 COUNTY may thereupon terminate this Agreement, if necessary.
4 STATEMENT OF WORK
4. This Agreement is based upon the Statement of Work, attached hereto and incorporated herein
5
as Exhibit B to this Agreement.. CONTRACTOR agrees to comply with all provisions, to perform all work,
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and to provide all services set forth in this Agreement and the aforementioned Statement of Work in a
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professional, timely and diligent manner. The parties hereto agree that concerning matters not specifically
$ contained within the body of this Agreement, the Statement of Work will be controlling.
9 SERVICES
10 5. CONTRACTOR agrees that those specific program components to be perforrned by
11 CONTRACTOR, and the service levels to be utilized by COUNTY for program evaluation and monitoring,
12 include, but are not limited to, those set forth in Exhibits "A", "B" and "C", which are attached hereto and
13 incorporated herein as if fully set forth. CONTRACTOR agrees that it is responsible for and guarantees
performance of all of the specific program components and service levels listed in Exhibits "A", "B" and
14
"C". CONTRACTOR further agrees that lack of compliance with Exhibits "A", "B" or "C" may, in addition to
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those remedies set forth in Section 42 of this Agreement, constitute grounds for COUNTY to reduce the
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level of payment otherwise provided under Section 19 (c) of this Agreement or to reduce the payment level
1 ~ and budget at which CONTRACTOR will be funded for the remainder of the period of this Agreement.
18 Reductions in an amount up to 10% of the total contract may be made by DIRECTOR. Any reduction over
19 10% shall occur only as a result of action of COUNTY's Board of Supervisors upon recommendation by
20 DIRECTOR.
21 MODIFICATION OF PROGRAM COMPONENTS AND SERVICE LEVELS
22 6. The parties hereto agree that those program components, service levels, and line-item budget
23 information detailed in Exhibits "A", "B", "C" and "D" may be modified upon mutual written agreement of the
DIRECTOR and CONTRACTOR so long as the total payments under this Agreement are not increased
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and the basic goals and objectives of the program are not altered. Should the State of California modify
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any program component and/or service level detailed in Exhibits "A", "B", "C" and/or "D," then the
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wIA COST REIMBURSEMENT CONTRACT-REV. &15-07 S
1 COUNTY shall have the right to unilaterally modify this agreement to meet such requirements.
2 INSTRUCTORS
3 7. CONTRACTOR shall ensure that all instructors involved in the training of participants are
4 qual~ed to instruct in the appropriate program or training component or curriculum. If necessary, such
instructors shall be appropriately certified by the State of California. Within thirty (30) days after the
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execution of this Agreement, CONTRACTOR shall submit to DIRECTOR a list of the names and
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qualifications of all instructors who will be providing such training and shall notify DIRECTOR within five
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(5) business days of any amendments or revisions thereto.
$ PERFORMANCE STANDARDS
9 8. CONTRACTOR shall comply with and adhere to the performance accountability standards and
10 general program requirements described in Sections 136 (Performance Standards) and 195 (General
11 Program Requirements) of the Act and applicable regulations and as contained in Exhibit "C". Should the
12 Performance Requirements defined in the Agreement between the State of California and the County of
13 Orange be changed, COUNTY shall have the right to unilaterally modify this agreement to meet such
14 requirements.
PLANS AND PROCEDURES
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9. CONTRACTOR shall monitor its program for compliance with the provisions of this Agreement.
16
CONTRACTOR shall also comply with all applicable parts of COUNTY's WIA Policies and Procedures for
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recruitment, intake, assessment and referral, copies of which are available from DIRECTOR. Said
18 Policies and Procedures may be modified by DIRECTOR upon ten (10) days written notice to
19 CONTRACTOR.
20 SATISFACTORY WORK
21 10. Services rendered hereunder are to be performed to the written satisfaction of DIRECTOR.
22 COUNTY'S staff will interpret all reports and determine the quality, acceptability and progress of the
23 services rendered in accordance with the Performance Criteria listed in Exhibit "C". Inconsistencies in
24 performance will be corrected as they occur and are detected.
REPORTS
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11. CONTRACTOR shall maintain records and submit such reports, data and information at such
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WIA COST REIMBURSEMENT CONTRACT-REV. 8-1 `r07 9
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times as DIRECTOR may require, and in the form DIRECTOR may require, regarding the performance of
CONTRACTOR's services, activities, costs or other data relating to this Agreement as may be requested
by DIRECTOR, upon a form approved by DIRECTOR. DIRECTOR may modify the provisions of this
paragraph without further Board action upon written notice to CONTRACTOR.
NO SUPPLANTATION
12. CONTRACTOR shall not supplant any Federal, State or COUNTY funds intended for the
purposes of this Agreement with any funds made available under this Agreement. CONTRACTOR shall
not claim reimbursement from COUNTY for, or apply sums received from COUNTY with respect to, that
portion of its obligations which have been paid by another source of revenue. CONTRACTOR agrees that
it shall not use funds received pursuant to this Agreement, either directly or indirectly, as a contribution or
compensation for purposes of obtaining Federal, State or COUNTY funds under any Federal, State or
COUNTY program without prior written approval of DIRECTOR.
INDEPENDENT CONTRACTOR
13. CONTRACTOR is and shall at all times be deemed to be, an independent contractor and shall,
be wholly responsible for the manner in which it performs the services required of it by the terms of this
Agreement. Nothing herein contained shall be construed as creating the relationship of employer and
employee, or principal and agent, between COUNTY and CONTRACTOR or any of CONTRACTOR's
agents or employees. CONTRACTOR assumes exclusively the responsibility for the acts of its employees
or agents as they relate to services to be provided during the course and scope of their employment.
CONTRACTOR, its agents, employees and volunteers, shall not be entitled to any rights and/or
privileges of COUNTY employees, and shall not be considered in any manner to be COUNTY employees.
ASSIGNMENT
14. The terms, covenants, and conditions contained herein shall apply to and bind the heirs,
successors, executors, administrators, and assigns of the CONTRACTOR. No portion of this Agreement
shall be assigned without the express written consent of COUNTY. Any attempt by CONTRACTOR to
assign any portion of this Agreement without the express written consent of COUNTY shall be invalid and
shall constitute a breach of this contract.
SUBCONTRACTS
WIA COST REIMBURSEMENT CONTRACT - REV. 8-15-07
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15. CONTRACTOR shall not subcontract for services under this Agreement without the prior
written consent of DIRECTOR. If DIRECTOR consents in writing to a subcontract, in no event shall the
subcontract alter, in any way, any legal responsibility of CONTRACTOR to COUNTY. DIRECTOR may
refuse to pay obligations incurred under any subcontract that does not comply with the terms of this
Agreement. All subcontracts must be in writing and copies of same shall be provided to DIRECTOR within
thirty (30) days of execution. CONTRACTOR shall include in each subcontract any provision DIRECTOR
may require
CONTRACTOR shall ensure that all subcontracts for services and contracted staff are procured
in a manner consistent with Federal, State and local guidelines. Description of the intended method of
procurement must be included as part of the budget which is included as Exhibit D of this Agreement.
CONTRACTOR shall itemize all subcontractor and contracted staff costs in the budget so it is clear how
the funds will be allocated and spent by each subcontractor. By entering into this Agreement
CONTRACTOR agrees that it is the direct provider of services.
CONTINGENCY OF FUNDS
16. CONTRACTOR acknowledges that the obligations of COUNTY under this Agreement are
contingent upon the availability of Federal and/or State funds, as applicable, for the reimbursement of
CONTRACTOR's expenditures, and inclusion of sufficient funds for the services hereunder in the budget
approved by COUNTY's Board of Supervisors each fiscal year this Agreement remains in effect or
operation. In the event that such funding is terminated or reduced, DIRECTOR may immediately
terminate this Agreement, reduce COUNTY's maximum obligation, or modify this Agreement, without
penalty. The decision of DIRECTOR shall be binding on CONTRACTOR. DIRECTOR shall provide
CONTRACTOR with written notification. of such determination. CONTRACTOR shall immediately comply
with DIRECTOR's decision.
BUDGET SCHEDULE
17. CONTRACTOR agrees that the expenditures of any and all funds under this Agreement will be
in accordance with the BUDGET SCHEDULE, a copy of which is attached hereto as Exhibit "D", and
which by this reference is incorporated herein and made a part hereof as if fully set forth.
WIA COST REIMBURSEMENT CONTRACT - REV. 8-15-07
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MODIFICATION OF BUDGET SCHEDULE
18. The BUDGET SCHEDULE consists of the following budget categories: Salaries and Benefits,
Operations, ConsultanVSubcontract, Employer Reimbursement (OJT), Miscellaneous Client
Fees/Supportive Services, Participant Wages, Equipment, Supplies, and Indirect. Upon written approval of
DIRECTOR, CONTRACTOR shall have the authority to transfer allocated program funds from one
category of the overall program budget to any other category of the overall program budget, as long as the
amount of the total grant is not increased and the basic goals and objectives of the program are not
altered. No such transfer may be made without the express prior written approval of DIRECTOR. A
modification of the BUDGET SCHEDULE may include the addition of any new budget category. Approval
of the Budget Modification by DIRECTOR includes approval of the new Budget Category.
PAYMENTS BY COUNTY
19. CONTRACTOR agrees that any and all funds received under this Agreement shall be
disbursed or encumbered on or before December 31st. 2008, and that any and all funds remaining as of
December 31st. 2008, which have not been disbursed or encumbered shall be returned by CONTRACTOR
to COUNTY within thirty (30) days of the expiration or earlier termination of the Agreement in accordance
with paragraph 44. No expense of CONTRACTOR will be reimbursed by COUNTY if incurred after
December 31't. 2008. No CONTRACTOR expenses shall be paid if billing is received by COUNTY after
Januarv 20th, 2009.
Upon the effective date of this Agreement, COUNTY shall make payments to CONTRACTOR in
accordance with the following payment schedule:
(a) Monthlv Pavments. Beginning r I, upon receipt and approvai by
HCS/Community Investment Division (CID) of CONTRACTOR's invoice showing the prior month's actual
expenditures, COUNTY shall make monthly reimbursement payments based on CONTRACTOR's invoice
so long as the total payments under this Agreement do not exceed Fiftv-four thousand dollars ($54.000).
(b) COUNTY Discretion. At the sole discretion of COUNTY, payments to CONTRACTOR
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 CONTRACTOR.
WIA COST REIMBURSEMENT CONTRACT- REV. 8-15-07
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(c) Invoices. CONTRACTOR shall provide to HCS/SPD monthly invoices by the 20th day
following the month being reported. CONTRACTOR's invoices shall show the most up to date costs
chargeable to the program(s) referenced in this Agreement. If CONTRACTOR's expenditures for any
program referenced in this Agreement fall below 20% of planned expenditures for any cumulative period
commencing from the beginning of the term of this Agreement, CONTRACTOR 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.
FISCAL ACCOUNTABILITY
20. (a) Financial Manaqement Svstem. CONTRACTOR shall establish and maintain a sound
financial management system, based upon generally accepted accounting principles. CONTRACTOR's
system shall provide fiscal control and accounting procedures that will include the following:
(1) Information' pertaining to subgrant 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 subgrant and
contract;
(4) Source documentation to support accounting records; and
(5) Proper charging of costs and cost allocation.
(b) CONTRACTOR's Records. CONTRACTOR's records shall be sufficient to:
(1) Permit preparation of required reports;
(2) Permit the 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; and
(3) Permit the tracking of program income, or profits earned, and any costs incurred
(such as stand-in costs) that are otherwise allowable except for funding limitations.
(c) Costs Charqed. Costs shall be charged to this Agreement oniy in accordance with the
following:
(1) the Act;
WIA COST REIMBURSEMENT CONlRACT- REV. 8-15-07
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(2) 20 C.F.R. Part 667; and
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(3) State implementing legislation.
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PROGRAM INCOME
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21. COUNTY's maximum obligation hereunder shall be reduced by the amount of any program
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income earned by CONTRACTOR, from sources other than COUNTY, as a result of this Agreement or the
services provided by CONTRACTOR pursuant to this Agreement.
6
PELL GRANTSfHEA TITLE IV
7
22. If CONTRACTOR provides any services under this Agreement to applicants for or recipients of
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Pell Grants or awards pursuant to Title IV of the Higher Education Act, CONTRACTOR shall cooperate
with DIRECTOR in coordinating these grants and awards with WIA funding in accordance with 20 C.F.R.
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663.320 and Section 134 (d) of the Act. CONTRACTOR shall inform DIRECTOR in writing of the amounts
and disposition of any Pell Grants, Higher Education Act Title IV awards and other financial aid granted to
each WIA participant under this Agreement.
ANNUAL AUDIT
23.
CONTRACTOR shall arrange for an independent audit to be performed by a Certified
Public Accountant, which shall include an audit of the WIA funds received from COUNTY, in accordance
with the Act and 20 C.F.R. Section 667.200. CONTRACTOR shall submit two (2) copies of each required
audit report to COUNTY within thirty (30) days after the date received by CONTRACTOR.
ACCESS AND RECORDS
24. (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
CONTRACTOR's activities, books, documents and papers (including computer records and emalls) and to
records of CONTRACTOR's subcontractors, consultants, contracted employees, bookkeepers,
accountants, employees and participants related to this Agreement. Such agencies 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 an of the records of CONTRACTOR are ke t.
WIA COST REIMBURSEMENT CONTRACT - REV. 8.15-07 14
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CONTRACTOR shall make available its books, documents, papers, financial records, etc., within three (3)
days after receipt of written demand by DIRECTOR which shall be deemed received upon date of
sending. In the event CONTRACTOR does not make the above-referenced documents available within
the County of Orange, California, CONTRACTOR 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
CONTRACTOR and all documents related to this Agreement shall be kept available at CONTRACTOR's
office or place of business for the duration of this Agreement 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 Agreement, or (2) costs and expenses of this Agreement to
which COUNTY or any other governmental agency takes exception, shall be retained beyond the four (4)
years until final resolution or disposition of such appeals, litigation, claims, or exceptions.
(c) CONTRACTOR shall pay to COUNTY the full amount of COUNTY's liability to the State or
Federal government or any agency thereof resulting from any disallowance or other audit exceptions to
the extent that such liability is attributable to CONTRACTOR's failure to perform under this Agreement.
FRAUD
25. CONTRACTOR shall immediately report all suspected or known instances and facts
concerning possible fraud, abuse or criminal activity under this Agreement.
MODIFICA T10NSfCHANGE ORDERS
26. (a) DIRECTOR may at any time, by written order to CONTRACTOR, make changes within
the general scope of this Agreement, 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.
Such change orders may be made when necessitated by changes in the Orange County One-Stop
System operations or performance, the operations or performance of CONTRACTOR, or changes In
applicable statutes, regulations or State of California or Federal mandates or directives. CONTRACTOR
may submit a program or budget modification request in response to change orders which significantly
alter CONTRACTOR's Statement of Work. Without further Board action, DIRECTOR may execute
WIA COST REIMBURSEMENT CONTRACT- REV. 8-15-07
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amendments to this Agreement modifying CONTRACTOR's services in amounts that do not collectively
increase or decrease by more than 10% the price of said services under this Agreement when originally
executed. Modifications in excess of 10% of the original Agreement price, and modifications that
materially alter either of the parties' obligations hereunder must be approved by the COUNTY's Board of
Supervisors.
CONTRACTOR and DIRECTOR shall make a good faith effort to reach an agreement with respect
to change orders, which affect the price of services under the Agreement. CONTRACTOR's protest or
failure to agree to the amount of any adjustment to be made as a result of a change order shall be a
dispute for which an appeal may be made pursuant to Section 43 of this Agreement. Notwithstanding the
foregoing, the price of services under this Agreement shall not be increased except by written modification
of this Agreement indicating the new services and price of this Agreement if applicable. Until the parties
reach agreement, CONTRACTOR shall not be obligated to assume increased performance under the
change order beyond the limitation of funds established within this Agreement.
(b) CONTRACTOR may request changes in the scope of performance or services under this
Agreement, by submitting a written request to DIRECTOR describing the request and its impact on
CONTRACTOR's Proposal, Statement of Work and Budget Schedule. DIRECTOR will review the request
and respond in writing within ten (10) business days. Requests shall be reviewed in light of all CID
program activities. DIRECTOR's decision whether to approve the request or request Board of
Supervisors' approval shall be final. DIRECTOR may approve a request that meets all of the following
criteria:
(i) The request does not increase or decrease the total amount of the funds
allocated for the individual programs affected by 10% from the amount specified
in Exhibit "D" of this Agreement, when it was originally executed;
(ii) It does not materially change other terms of this Agreement, and
(iii) It is supported by adequate consideration to COUNTY.
Board of Supervisors' action is necessary to approve a request from CONTRACTOR that does not satisfy
all of the criteria listed above.
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PARTICIPANTS
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27. (a) Benefits. CONTRACTOR shall provide wages and benefits to individuals who
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participate in the activities and services funded by this Agreement ("participants") in accordance with the
standards and requirements of the Act, including Section 181 of the Act.
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(b) labor Standards. CONTRACTOR shall adhere to the labor Standards described in
the Act, including Section 181 of the Act, and all other applicable codes and regulations.
(c) Complaint Handline Procedures. CONTRACTOR shall comply with the "Complaint
Handling Procedures" under the Act, a copy of which is available from the DIRECTOR. CONTRACTOR
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shall advise participants of their right to file complaints under the Act and of the procedures for resolution
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of any complaints. CONTRACTOR shall follow COUNTY's procedures for handling complaints which is
available from the DIRECTOR alleging a violation of the Act, regulations, grants or other agreements
under the Act, and any decision of the COUNTY, the State or the Federal government relating to the
complaint shall be binding on and shall be followed by CONTRACTOR.
(d) Nondiscrimination and Compliance Provisions
(1) CONTRACTOR shall comply fully with the nondiscrimination and equal opportunity
provisions of the Act (Section 188); the Nontraditional Employment for Women Act of 1991; Title VI of the
Civil Rights Act of 1964, as amended; section 504 of the Rehabilitation Act of 1973, as amended; the Age
Discrimination Act of 1975, as amended; the Americans with Disabilities Act of 1990; Title IX of the
Education Amendments of 1972, as amended; the Equal Opportunity provisions in Executive Order
11246, as amended by Executive Order 11375 and supplemented by the requirements of 41
C.F.R. Part 60; and with all applicable requirements imposed by or pursuant to regulations or Executive
Order implementing those laws, including, but not limited to, 29 C.F.R. Part 37. The United States, the
State of California and COUNTY have the right to seek judicial enforcement of this requirement.
(2) CONTRACTOR shall comply with the provisions of the Fair Employment and Housing
Act (California Government Code, Section 12900 et seq.) and the regulations promulgated thereunder
(California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair
Employment and Housing Commission implementing Government Code Section 12990 (a-f) , set forth in
Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this
Agreement by reference and made a part hereof as if set forth in full.
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(3) In the performance of this Agreement, CONTRACTOR and its subcontractors shall
not deny the Agreement's benefits to any person on the basis of race, ancestry, national origin, religion,
color, ethnic group identification, sex, age, mental or physical disability (including HIV and AIDS), medical
condition (including cancer), marital status, denial of family care leave, political affiliation or belief, nor will
they unlawfully discriminate, harass or allow harassment against any employee or applicant for
employment because of race, ancestry, national origin, religion, color, ethnic group identification, sex, age,
mental or physical disability (including HIV and AIDS), medical condition (including cancer), marital status,
denial of family care leave, political affiliation or belief. CONTRACTOR shall insure that the evaluation
and treatment of employees and applicants for employment are free from such discrimination and
harassment.
(4) CONTRACTOR will include the non-discrimination and compliance provisions of this
Section of the Agreement in all subcontracts to perform work under this Agreement.
(5) CONTRACTOR will give written notice of its obligations under this Section of the
Agreement to labor organizations with which CONTRACTOR has a collective bargaining or other
agreement.
(6) CONTRACTOR shall furnish any and all information requested by DIRECTOR and
shall permit DIRECTOR access, during business hours, to books, records and accounts in order to
ascertain CONTRACTOR's compliance with the above non-discrimination requirements.
CONFIDENTIALITY
28. (a) Without prejudice to any other section of this Agreement, CONTRACTOR 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, CONTRACTOR shall submit to
COUNTY, the State of California and/or the United States Government or their representatives, all records
requested for administrative purposes, including audit, examinations, monitoring and verification of reports
submitted by CONTRACTOR, costs incurred and services rendered hereunder.
(b) CONTRACTOR shall require all of its employees, agents, subcontractors and volunteer
staff who may provide services to CONTRACTOR under this Agreement to sign an agreement with
CONTRACTOR before commencing the provision of any such services, to maintain the confidentiality of
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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 CONTRACTOR
by COUNTY, except as may be required to provide services under this Agreement or to those specified in
this Agreement as having the capacity to audit CONTRACTOR, and as to the latter, only during such
audit. CONTRACTOR shall provide reports and any other information required by COUNTY in the
administration of this Agreement, and as otherwise permitted by law.
(c) CONTRACTOR agrees that any and all subcontracts entered into shall be subject to the
confidentiality requirements of this Agreement.
EQUIPMENT
29. All items purchased with funds provided under this Agreement or which are furnished to
CONTRACTOR by COUNTY which have a single unit cost of at least five thousand dollars ($5,000),
including all taxes, shipping, handling and installation costs shall be considered Equipment. Title to all
items of Equipment purchased vests and will remain in COUNTY as such shall be designated by
DIRECTOR. The use of such items of Equipment is limited to the performance of this Agreement. Upon
the termination of this Agreement, CONTRACTOR shall immediately return any items of Equipment to
COUNTY or its representatives, or dispose of them in accordance with the directions of DIRECTOR.
CONTRACTOR further agrees to the following:
To maintain all items of Equipment in good working order and condition, except for normal wear
and tear.
To label all items of Equipment, do periodic inventories as required by DIRECTOR and to maintain
an inventory list showing where and how the Equipment is being used, in accordance with procedures
developed by DIRECTOR. All such lists shall be submitted to DIRECTOR within ten (10) days of the
request therefore. Inventory lists must be maintained for four (4) years after final disposition of property.
To report in writing to DIRECTOR 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 DIRECTOR.
To purchase a policy or policies of insurance covering loss or damage to any and all Equipment
purchased under this Agreement, in the amount of the full replacement value thereof, providing protection
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against the classification of fire, extended coverage, vandalism, malicious mischief and special extended
perils (all risks) covering the parties' interests as they appear.
The purchase of any Equipment by CONTRACTOR shall be requested by CONTRACTOR in
writing, shall require the prior written approval of DIRECTOR, and shall fulfill the provisions of this
Agreement which are appropriate and directly related to CONTRACTOR's service or activity under the
terms of this Agreement. COUNTY may refuse reimbursement for any costs resulting from Equipment
. purchased, which are incurred by CONTRACTOR, if prior written approval has not been obtained from
DIRECTOR.
MUTUAL INDEMNIFICATION
30. (a) CONTRACTOR agrees to indemnify, defend with counsel approved in writing by COUNTY,
and hold COUNTY, the State of California, the United States Government and the Orange County
Workforce Investment Board, their elected and appointed officials, officers, employees, agents and those
special districts and agencies which COUNTY's Board of Supervisors acts as the governing Board
("COUNTY INDEMNITEES") harmless from any claims, demands or liability of any kind or nature,
including but not limited to personal injury or property damage, arising from or related to the services,
products or other perfonmance provided by CONTRACTOR pursuant to this Agreement.
(b) COUNTY agrees to indemnify and hold CONTRACTOR, and its elected and appointed officials,
officers, and employees 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 COUNTY pursuant to this Agreement.
(c) If judgment is entered against CONTRACTOR and COUNTY by a court of competent
jurisdiction because of the concurrent active negligence of COUNTY/COUNTY INDEMNITEES and
CONTRACTOR, CONTRACTOR and COUNTY agree that liability will be apportioned as determined by
the court. Neither party shall request a jury apportionment.
INSURANCE
31. (a) Prior to the provision of services under this Agreement, the CONTRACTOR agrees to
purchase all required insurance at CONTRACTOR's expense and to deposit with DIRECTOR Certificates
of Insurance, including all endorsements required herein, necessary to satisfy COUNTY that the insurance
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provisions of this Agreement have been complied with and to keep such insurance coverage and the
certificates therefore on deposit with DIRECTOR during the entire term of this Agreement. In addition, all
subcontractors performing work on behalf of CONTRACTOR pursuant to this Agreement shall obtain
insurance subject to the same terms and conditions as set forth herein for CONTRACTOR.
(b) All insurance policies required by this Agreement shall declare any deductible or self-insured
retention (SIR) in an amount in excess of $25,000 ($5,000 for automobile liability), which shall specifically
be approved by the County Executive Office (CEO)/Office of Risk Management. CONTRACTOR shall be
responsible for reimbursement of any deductible to the insurer. Any self-insured retentions (SIRs) or
deductibles shall be clearly stated on the Certificate of Insurance. If the CONTRACTOR fails to maintain
insurance acceptable to the COUNTY for the full term of this Agreement, the COUNTY may terminate this
Agreement.
(c) If CONTRACTOR is a governmental entity, CONTRACTOR may elect to self-insure for the
insurance coverage required by this Agreement.
(d) The policy or policies of insurance required herein rnust be issued by an insurer licensed to do
business in the State of California (California Admitted Carrier). If the insurer is not licensed to do
business in the State of California, CEO/Office of Risk Management retains the right to approve or reject
the insurer after a review of the insurer's performance and financial ratings.
(e) The policy or policies of insurance required herein must be issued by an insurer with a
minimum rating of "A- (Secure Best's Rating)" and a minimum financial rating of "VIII (Financial Size
Category)," as determined by the most current edition of the Best's Kev Ratinq Guide/Propertv-
Casualtv/United States or by going on-line to "ambest.com."
(f) The policy or policies of insurance maintained by CONTRACTOR shall provide the minimum
limits and coverage as set forth below:
Coveraqe
Minimum Limits
Commercial General Liability with
Broad Form Properly Damage
Endorsement and Contractual Liability
$1,000,000 combined single limit
per occurrence
$2,000,000 Aggregate
Automobile Liability including all owned,
non-owned and hired vehicles
$1,000,000 combined single limit
per occurrence
Workers' Compensation
Statutory
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Employer's Liability
Sexual Misconduct
$1,000,000 per occurrence
$1,000,000 per occurrence
(g) All liability insurance required by this Agreement shall be at least $1,000,000 combined single
limit per occurrence. The minimum aggregate limit for the Commercial General Liability policy shall be
$2,000,000.
(h) The County of Orange, Orange County Workforce Investment Board, and State of California
shall be added as additional insureds on all insurance policies required by this Agreement with respect to
the services provided by CONTRACTOR under the terms of this Agreement (except Workers'
Compensation/Employers' Liability). An additional insured endorsement evidencing that the County of
Orange is an additional insured shall accompany the Certificate of Insurance.
(i) All insurance policies required by this Agreement shall be primary insurance, and any insurance
maintained by the County of Orange shall be excess and non-contributing with insurance provided by
these policies. An endorsement evidencing that CONTRACTOR's insurance is primary and non-
contributing shall specifically accompany the Certificate of Insurance for the Commercial General Liability
and Sexual Misconduct Insurance.
OJ All insurance policies required by this Agreement shall give the County of orange 30 days
notice in the event of cancellation. This shall be evidenced by an endorsement separate from the
Certificate of Insurance. In addition, the cancellation clause must include language as follows, which edits
the pre-printed ACORD certificate:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL MAIL 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT.
(k) All insurance policies required by this Agreement shall waive all rights of subrogation against
the County of Orange and members of the Board of Supervisors, its elected and appointed officials,
officers, agents and employees when acting within the scope of their empioyment or appointment.
(I) The Commercial General Liability policy shall contain a severability of interests clause.
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(m) CONTRACTOR is aware of the provisions of Section 3700 of the California Labor Code which
requires every employer to be insured against liability for Workers' Compensation or be self-insured in
accordance with provisions of that code. CONTRACTOR will comply with such provisions and shall
furnish COUNTY satisfactory evidence that CONTRACTOR has secured, for the period of this Agreement,
statutory Workers' Compensation insurance and Employers' Liability insurance with minimum limits of
$1,000,000 per occurrence.
(n) If CONTRACTOR fails to provide the insurance certificates and endorsements within seven (7)
days of notification by CEO/Risk Management or by DIRECTOR, award may be made to the next qualified
proponent.
(0) COUNTY expressly retains the right to require CONTRACTOR to increase or decrease
insurance of any of the above insurance types throughout the term of this Agreement. Any increase or
decrease in insurance will be as deemed by CEO/Risk Management as appropriate to adequately protect
COUNTY.
(p) COUNTY shall notify CONTRACTOR in writing of changes in the insurance requirements. If
CONTRACTOR does not deposit copies of acceptable certificates of insurance and endorsements with
DIRECTOR incorporating such changes within thirty (30) days of receipt of such notice, this Agreement
may be in breach without further notice to CONTRACTOR, and COUNTY shall be entitled to all legal
remedies.
(q) The procuring of such required policy or policies of insurance shall not be construed to limit
CONTRACTOR's liability hereunder or to fulfill the indemnification provisions and requirements of this
Agreement.
(r) The County of Orange Certificate of Insurance and the Special Endorsement for the County of
Orange can be uliiized to verify compliance with the above-mentioned insurance requirements in place of
commercial insurance certificates and endorsements.
PATENT/COPYRIGHT MATERIALS/PROPRIETARY INFORMATION
32. CONTRACTOR agrees to grant the COUNTY, Federal and State governments a royalty-free,
nonexclusive and irrevocable license to publish, copy, translate or use, now and hereafter, all materials,
data, films, tapes, etc., developed under this Agreement including those covered by copyright. The
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COUNTY, Federal, and State governments reserve the right to authorize others to use or reproduce such
materials. Further, the COUNTY, Federal, and State governments shall have access to any report,
preliminary findings or data assembled by CONTRACTOR under this Agreement and shall retain
ownership and patent rights to any discovery or invention under this Agreement, as provided in 29 CFR
97.34 and 97.36(i)(8&9).
INTEllECTUAL PROPERTY
33. (a) Federal FundinQ. In any Agreement 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 Agreement, except as provided in 37 Code of Federal
Regulations part 401.14. CONTRACTOR 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.
(1) 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 intellectuai property, from the moment of creation, whether or not jointly
conceived, that are made, conceived, derived from, or reduced to practice by CONTRACTOR
or COUNTY and which result directly or indirectly from this Agreement.
(2) For the purposes of this Agreement, 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
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renewals and extensions, regardless of whether those rights arise under the laws of the United
States, or any other state, country or jurisdiction.
(i) 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.
(3) In the performance of this Agreement, CONTRACTOR may exercise and utilize
certain of its Intellectual Property in existence prior to the effective date of this Agreement. In
addition, under this Agreement, CONTRACTOR may access and utilize certain of COUNTY's
Intellectual Property in existence prior to the effective date of this Agreement. Except as
otherwise set forth herein, CONTRACTOR 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 CONTRACTOR nor
COUNTY shall give any ownership interest in or rights to its Intellectual Property to the other
Party. If, during the term of this Agreement, CONTRACTOR accesses any third-party
Intellectual Property that is licensed to COUNTY, CONTRACTOR agrees to abide by all
license and confidentiality restrictions applicable to COUNTY in the third-party's license
agreement.
(4) CONTRACTOR 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 CONTRACTOR enters into
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any agreements or subcontracts with other parties in order to perform this Agreement,
CONTRACTOR shall require the terms of the agreement(s) to include all Intellectual Property
provisions of paragraphs thirty-three (33) (a) through thirty-three (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, CONTRACTOR or COUNTY and which result directly or
indirectly from this Agreement or any subcontract.
(5). Pursuant to paragraph thirty-three (b) (4) of the Intellectual Property Provisions of
this Agreement, the requirement for the CONTRACTOR to include all Intellectual Property
Provisions of paragraph thirty three a) through thirty-three i) of the Intellectual Property
Provisions in all agreements and subcontracts it enters into with other parties does not apply
to agreements or subcontracts that are for customized and on-the-job training as authorized
under 20 CFR 663.700-730.
(6) CONTRACTOR 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 ne'cessary to acquire, transfer, maintain, and
enforce COUNTY's Intellectual Property rights and interests.
(c) Retained Riqhts/License Riqhts.
(1) Except for Intellectual Property made, conceived, derived from, or reduced to
practice by CONTRACTOR or COUNTY and which result directly or indirectly from this
Agreement, CONTRACTOR 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 Agreement.
CONTRACTOR 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,
publiciy and privately display/perform, distribute, and dispose of CONTRACTOR'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 Agreement, unless
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CONTRACTOR assigns all rights, title and interest in the Intellectual Property as set forth
herein.
(2) Nothing in this provision shall restrict, limit, or otherwise prevent CONTRACTOR
from using any ideas, concepts, know-how, methodology or techniques related to its
performance under this Agreement, provided that CONTRACTOR'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 paragraphs thirty three (a)
through thirty-three (i) or result in a breach of any provisions of law relating to confidentiality.
(d) Copvriaht.
(1) CONTRACTOR agrees that for purposes of copyright law, all works (as defined in
Ownership, paragraph thirty-three (b) (2) (i) of authorship made by or on behalf of
CONTRACTOR in connection with CONTRACTOR's performance of this Agreement shall be
deemed "works made for hire." CONTRACTOR further agrees that the work of each person
utilized by CONTRACTOR in connection with the performance of this Agreement will be a
"work made for hire," whether that person is an employee of CONTRACTOR or that person has
entered into an agreement with CONTRACTOR to perform the work. CONTRACTOR shall
enter into a written agreement with any such person that (i) all work performed for
CONTRACTOR 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 CONTRACTOR or COUNTY and which
result directly or indirectly from this Agreement.
(2) All materials, including, but not limited to, computer software, visual works or text,
reproduced or distributed pursuant to this Agreement that include Intellectual Property made,
conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which
result directly or indirectly from this Agreement may not be reproduced or disseminated without
prior written permission from COUNTY.
(e) Patent Riahts. With respect to inventions made by CONTRACTOR in the performance of
this Agreement, which did not result from research and development specifically included in the
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Agreeme':lt's scope of work, CONTRACTOR hereby grants to COUNTY a license as described under
paragraph thirty three (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 Agreement's scope of work, then CONTRACTOR 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-Partv Intellectual Propertv. Except as provided herein, CONTRACTOR agrees that its
performance of this Agreement shall not be dependent upon or include any Intellectual Property of
CONTRACTOR 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
paragraph thirty-three (c), for any of CONTRACTOR's or third-party's Intellectual Property in existence
prior to the effective date of this Agreement. If such a license upon these terms is unattainable, and
COUNTY determines that the Intellectual Property should be included in or is required for
CONTRACTOR's performance of this Agreement, CONTRACTOR shall obtain a license under terms
acceptable to COUNTY.
(g) Warranties.
(1) CONTRACTOR represents and warrants that:
(i) CONTRACTOR has secured and will secure all rights and licenses necessary
for its performance of this Agreement.
(ii) Neither CONTRACTOR's performance of this Agreement, nor the exercise by
either Party of the rights granted in this Agreement, 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 CONTRACTOR or COUNTY and
which result directly or indirectly from this Agreement will infringe upon or violate any
Intellectual Property right, non-disclosure obligation, or other proprietaiy 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
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or threatened claims by any such third party based on an alleged violation of any such
right by CONTRACTOR.
(iii) Neither CONTRACTOR'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.
(iv) CONTRACTOR 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.
(v) CONTRACTOR 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 Agreement.
(vi) CONTRACTOR has appropriate systems and controls in place to ensure that
state funds will not be used in the performance of this Agreement for the acquisition,
operation or maintenance of c.omputer software in violation of copyright laws.
(vii) CONTRACTOR 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 CONTRACTOR's performance of this Agreement.
(2) COUNTY MAKES NO WARRANTY, THAT THE INTEllECTUAL PROPERTY
RESULTING FROM THIS AGREEMENT DOES NOT INFRINGE UPON ANY PATENT,
TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED.
(h) Inteliectual Prooertv Indemnitv.
(1) CONTRACTOR shall indemnify, defend and hold harmless COUNTY and its
licensees and assignees, and its officers, directors, employees, agents, representatives,
successors, and users of its products, ("Indemnities") 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
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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 Indemnities may be
subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which
arise out of or are related to (i) the incorrectness or breach of any of the representations,
warranties, covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or
(ii) 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
CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement. 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
Agreement. COUNTY reserves the right to participate in and/or control, at CONTRACTOR's
expense, any such infringement action brought against COUNTY.
(2) Should any Intellectual Property licensed by the CONTRACTOR to COUNTY under
this Agreement become the subject of an Intellectual Property infringement claim
CONTRACTOR will exercise its authority reasonably and in good faith to preserve COUNTY's
right to use the licensed Intellectual Property in accordance with this Agreement at no expense
to COUNTY. COUNTY shall have the right to monitor and appear through its own counsel (at
CONTRACTOR's expense) in any such claim or action. In the defense or settlement of the
claim, CONTRACTOR 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
repiacement 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 Agreement, without restriction or limitation of any other rights and
remedies available at law or in equity.
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(3) CONTRACTOR agrees that damages alone would be inadequate to compensate
COUNTY for breach of any term of these Intellectual Property provisions of paragraphs thirty
three (a) through thirty-three (i) by CONTRACTOR. CONTRACTOR 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
Agreement or any project schedule.
CORPORATE STATUS
34. All corporate CONTRACTORS 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. Any change in corporate status or suspension shall be reported by
CONTRACTOR immediately in writing to DIRECTOR.
STANDARDS OF CONDUCT
35. (a) General Assurance. Every reasonable course of action will be taken by CONTRACTOR in
order to maintain the integrity of this expenditure of public funds and to avoid favoritism and questionable
or improper conduct. This Agreement will be administered in an impartial manner, free from efforts to gain
personal, financial or political gain. CONTRACTOR, its officers and employees, in administering this
Agreement, will avoid situations which give rise to a suggestion that any decision was infiuenced by
prejudice, bias, special interest or desire for personal gain.
(b) Emplovment of Former State Emplovees. CONTRACTOR will ensure that any of its
employees who were formerly empioyed by the State of California or the County of Orange, in a position
that could have enabled such individuals to impact policy regarding or implementation of programs
covered by this Agreement, will not be assigned to any part or phase of the activities conducted pursuant
to this Agreement for a period of not less than two (2) years following the termination of such employment.
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(c) Conductina Business Involvina Relatives. No relative by blood, adoption or marriage of
any executive or employee of CONTRACTOR will receive favorable treatment when considered for
enrollment in programs provided by, or employment with, CONTRACTOR.
(d) Conductina Business Involvina Close Personal Friends and Associates. Executives and
employees of CONTRACTOR will be particularly aware of the varying degrees of influence that can be
exerted by personal friends and associates and, in administering this Agreement, will exercise due
diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to
friends and associates.
(e) Avoidance of Conflict of Economic Interest. No executive or employee of CONTRACTOR,
elected official in the area, or voting or non-voting member of a WIB, 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
CONTRACTOR or COUNTY. Supplies, materials, equipment or services purchased with Agreement
funds will be used solely for purposes allowed under this Agreement. No voting member of the OCWIS
will cast a vote on the provision of services by that member (or any organization which that member
represents) or vote on any matter which would provide direct financial benefit to that member or any
business or organization which the member directly represents.
SWEATFREE CODE OF CONDUCT
36. All CONTRACTORS 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 pe~ury that no apparel, garments
or corresponding accessories, equipment, or supplies furnished to the sweatshop labor, forced labor,
convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children
in sweatshop labor. The CONTRACTOR further declares under penalty of perjury that they adhere to the
Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website
located at www.dir.ca.aov. and Public Contract Code Section 6108.
The CONTRACTOR agrees to cooperate fully in providing reasonable access to the
CONTRACTOR's records, documents, agents or employees, or premises if reasonably required by
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authorized officials of the State or COUNTY, the Department of Industrial Relations, or the Department of
Justice to determine the CONTRACTOR's compliance with the requirements under paragraph a of the
Sweatfree Code of Conduct.
DRUG FREE WORKPLACE
37. CONTRACTOR shall execute and abide by the Drug Free Workplace Certification attached
hereto as Exhibit "E" and incorporated herein by this reference.
DEBARMENT
38. CONTRACTOR shall execute and abide by the Debarment & Suspension Certification
attached hereto as Exhibit "F" 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.
SECTARIAN ACTIVITIES
39. CONTRACTOR agrees that this Agreement will not provide for the advancement or
aid to any religious sect, church or creed for a purpose that is sectarian in nature, nor will it help
to support or sustain any school, college, university, hospital or other institution controlled by any
religious creed, church, or sectarian denomination. However, in accordance with Presidential
Executive Order No. 13279, issued December, 2002, CONTRACTOR shall also provide and
promote equal treatment to all faith-based organizations in administering its federally-funded
activities.
LITERATURE
40. Any literature distributed by CONTRACTOR for the purpose of apprising businesses,
participants, or the general public of its programs under this Agreement shall state that its programs are
supported by the County of Orange and the Orange County Workforce Investment 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."
LOBBYING
41. (a) CONTRACTOR shall execute and abide by the terms of the "Certification Regarding
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Lobbying," which is attached hereto as Exhibit "G" and incorporated herein by this reference.
CONTRACTOR shall complete and immediately forward to DIRECTOR the "Disclosure Form to Report
Lobbying," a copy of which is attached hereto as Exhibit "H", incorporated herein by this reference, if
CONTRACTOR, or any person, firm or corporation acting on CONTRACTOR's behalf, engaged or
engages in lobbying any federal officer, employee, elected official or agency with respect to this
Agreement or the funds to be received by CONTRACTOR pursuant to this Agreement.
(b) CONTRACTOR agrees that the funds provided herein shall not be used to promote, directly
or indirectly, any political party, political candidate or political activity, except as permitted by law.
BREACH - SANCTIONS
42. If, through any cause, CONTRACTOR violates any of the terms and conditions of this
Agreement, or any prior Agreements whereby grant funds were received by CONTRACTOR, or if
CONTRACTOR reports inaccurately, or if an audit report makes disallowances, CONTRACTOR shall
promptly remedy its acts or omissions and/or repay COUNTY all amounts due COUNTY as a result
thereof. For any such failures or violations COUNTY shall also have the right, at its sole discretion, to: (1)
immediately discontinue program support until such time as CONTRACTOR fulfills its obligations or
remedies all violations of this Agreement or prior Agreements; and/or (2) collect outstanding amounts, as
determined by DIRECTOR to be due COUNTY from CONTRACTOR, by offsetting or debiting from current
claims or invoices, if after thirty (30) days written notice CONTRACTOR has failed to repay same or a
repayment schedule has not been made; and/or (3) terminate this Agreement in accordance with Section
44 herein. DIRECTOR shall give CONTRACTOR written notice of any action pursuant to this paragraph,
which notice shall be deemed served on the date of mailing.
DISPUTES
43. Except as otherwise provided in this Agreement, any dispute concerning any question arising
after the commencement of this Agreement shall be decided by DIRECTOR. In such a case, DIRECTOR
shall reduce its decision to writing and mail or otherwise furnish a copy thereof to CONTRACTOR. The
decision of DIRECTOR shall be final and conclusive unless within thirty (30) calendar days from the
mailing or delivery of such copy, DIRECTOR receives from CONTRACTOR a written request to appeal
said decision to the COUNTY Board of Supervisors. Pending final decision of the appeal, CONTRACTOR
shall act in accordance with the written decision of DIRECTOR.
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TERMINATION
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44.
(a)
DIRECTOR may terminate this Agreement without penalty immediately with cause
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or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed
served on the date of mailing. Cause shall be defined as any breach of contract, any misrepresentation or
fraud on the part of the CONTRACTOR. Exercise by DIRECTOR of the right to'terminate this Agreement
shall relieve COUNTY of all further obligation under this Agreement.
(b) Upon termination, or notice thereof, CONTRACTOR agrees to cooperate with
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DIRECTOR in the orderly transfer of service responsibilities, active case records, pertinent documents and
all equipment or materials purchased with COUNTY funds.
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TOTAL AGREEMENT
45. This Agreement, together with the attachments hereto, expresses the total understanding of
the parties. There are no oral understandings of the parties or terms and conditions other than as are
stated herein. CONTRACTOR acknowledges that it has read and agrees to all terms and conditions
included in this Agreement.
CHILD SUPPORT ENFORCEMENT
46. In order to comply with child support enforcement requirements of the County of Orange,
CONTRACTOR shall execute and abide by the "Child Support Enforcement Provision" (for profit only
providers) attached hereto as Exhibit "I" and incorporated herein by this reference within thirty (30) days of
award of contract.
Failure of CONTRACTOR to timely submit the data and/or certifications required above or to
comply with all federal and state reporting requirements for child support enforcement or to comply with all
lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a
material breach of this Agreement. Failure to cure such breach within sixty (60) days of notice from
COUNTY shall constitute grounds for termination of this Agreement.
EDD INDEPENDENT CONTRACTOR REPORTING REQUIREMENTS
47. CONTRACTOR shall execute and abide by the "EDD Independent Contractor Reporting
Requirements Certification" attached hereto as Exhibit "J" and incorporated herein by this reference.
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NOTICES
48. All notices, reports and correspondence between the parties hereto respecting this Agreement
shall be in writing and deposited in the United States Mail, postage prepaid, addressed as follows:
COUNTY:
Housing and Community Services Department
Community Investment Division
1300 South Grand Avenue
Building "B"
Santa Ana, California 92705
and
CONTRACTOR: City 0 f Santa Ana
Santa Ana W/OIRlK Center
1370 Adams Avenue
Costa Mesa, CA 92626
GOVERNING LAW AND VENUE
49. This Agreement has been negotiated and executed in the state of California and shall be
governed by and construed under the laws of the state of California. In the event of any legal action to
enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction
located in Orange County, California, and the parties hereto agree to and do hereby submit to the
jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties
specifically agree to waive any and all rights to request that an action be transferred for trial to another
County.
WAIVER
50. No delay or omission by either party hereto to exercise any right or power accruing upon any
noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair
any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of
any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be
a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein
contained.
PUBLICITY
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51. Information and solicitations, prepared and released by CONTRACTOR, concerning the
services provided under this Agreement, shall state that the program, wholly or in part, is funded by the
County of Orange and the Orange County Workforce Investment Board.
CALENDAR DAYS
52. Any reference to the word "day" or "days" herein shall mean calendar day or calendar days,
respectively, unless otherwise expressly provided.
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IN WITNESS WHEREOF, the parties hereto certify that they have read and understand all the
terms and conditions contained herein and have duly authorized and caused this Agreement to be
executed as of the date stated below written.
"COUNTY OF ORANGE a political subdivision of the
State of California"
Dated:
By:
Chair, Orange County
Board of Supervisors [JG1]
"CONTRACTOR'"
Dated:
By:
See attached signature page.
Title:
Dated:
By:
Title:
"[Authorized signatures for corporations. Requirement of two signatures as follows: (1) One signature by the
Chairman of the Board, the President or any Vice President, and (2) one signature by the Secretary, any Assistant
Secretary, the Chief Financial Officer or an Assistant Treasurer. For contractors that are not corporations, a person
who has the authority to bind the contractor to a contract.]
APPROVED AS TO FORM:
COUNTY COUNSEL
County of Orange
Dated:
By:
Deputy
Signed and certified that a copy of this
document has been delivered to the Chair
of the Board per G.C. Sec. 25103, Reso 79-1535
Attest:
Darlene J. Bioom
Clerk of the Board of Supervisors
Orange County, California[JG2]
WIA COST REIMBURSEMENT CONTRACT - REV. 8-15-07
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
CITY OF SANTA ANA, a municipal
corporation of the State of California
~D5t ~~~
L^ Patricia E. Healy
--rrr' Clerk of the Council
;;-~p
City Manager
APPROVED AS TO FORM:
Joseph W. Fletcher, City Attorney
RECOMMENDED FOR APPROVAL:
~: t, ~.
By: Lisa E. Storck
Assistant City Attorney
Ste en G. Hardin ,Deputy City Manager
for Development ervices
1
Exhibit A
Contract #:
GENERAL PROGRAM REQUIREMENTS
MORTGAGE AND FINANCE ASSISTANCE AND RE-EMPLOYMENT PROJECT
Contractor: City of Santa Ana
1. Project Summary:
A. The Orange County WIB through this grant seeks to:
. Leverage existing (but decreasing) Rapid Response funds and increase efforts to
assist affected Orange County Mortgage and Finance employers. Activities
include outreach, lay-off aversion and direct services provided to affected
employees.
. Increase the capacity at the Orange County One-Stops providing increased
outreach, assessment, workshops, job development, case management and
supportive services.
. Increase funding for training, re-training and skills matching with other industry
clusters that have employment gaps.
B. These General Program Requirements have been designed to provide the framework
wherein the One-Stop Center(s) will provide or will coordinate the provision of services
for the Mortgage and Finance Assistance and Re-Employment Project.
C. Contractor agrees to comply, remain informed, and deliver services consistent with the
provisions of WIA.
D. Where local policy has not been set, Contractor agrees to adhere to state or federal
policy, as appropriate.
2. Governance References
a. Workforce I nvestment Act of 1998
b. Department of Labor, Employment and Training Administration, 20 CFR Part 652
et al. - Workforce Investment Act; Final Rules The Regulations define the One-
Stop Delivery System as:
A system under which entities responsible for administering
separate workforce investment, educational and other human
resource programs and funding streams (referred to as One-Stop
partners) collaborate to create a seamless system of service
delivery that will enhance access to the programs' services and
improve long-term employment outcomes for individuals receiving
assistance. (20 CFR, PART 652,3662.100)
c. Information Bulletins, Directives and any other federal and state guidance
documents pertaining to the WIA
Page 1 of2
Exhibit A
Contract #:
d. Actions, directives, and policy and procedures issued by the Orange County
Workforce Investment Board or staff relevant to this contract, specifically MIS
Policies and Procedures, Monitoring Guide Policy and Procedure, Audit
Requirements Policy and Procedure and Selective Service Policy and Procedure.
2, One-Stop System
Contractor agrees to partner and to provide access to services provided by the mandated
WIA One Stop Partners as described in the Act.
Through Rapid Response, the Business Service Center and One Stop staff will conduct
orientations and will capture as many eligible individuals as possible to register for WIA
services.
Page2012
Exhibit B
Contract #:
STATEMENT OF WORK
MORTGAGE AND FINANCE ASSISTANCE AND RE-EMPLOYMENT PROJECT
I. SERVICE GUIDELINES
A. ExpectationslTarget Population: The purpose of this Agreement is to directly assist
the individuals dislocated from the mortgage industry seeking re-employment
services in Orange County.
B. Collaborative Partner Services: Contractor shall facilitate working relationships and manage
collaborative partnerships with WIA mandated and other One-Stop partners at each center.
C. Co-Enrollments: Contractor may co-enroll participants in multiple eligible programs in order to
leverage resources and maximize services to the dislocated worker.
II. SERVICES
A. Services to be provided to Dislocated Workers from the mortgage industry: Contractor
shall manage and provide services identified in the Workforce Investment Act of 1998 and
described in the Federal Register - Final Rule, the State of California's Technical Assistance
Guide (TAG). The One Stop Operator will determine eligibility; enroll participants into the
program; track participation for successful completion of training program; prepare participants
, for their job search; case management and job development; document and verify employment'
survey employer satisfaction and report results; and provide follow-up.
B. Outreach and Recruitment of Dislocated Workers from the mortgage industry: The
Contractor shall be responsible for adequately informing both individuals and groups of the
services available in the Santa Ana W/O/RlK Center. This outreach and recruitment shall also
be conducted in order to attract a sufficient number of individuals who are in need of and would
benefit from the services provided and who meet the eligibility requirements to receive such
services.
C. Orientation: The Contractor shall provide a general center orientation that informs individuals
of the full array of services available, including all partner services conducted at the Center and
any other pertinent resources to conduct a quality job search. The orientation shall inciude a
complete overview of the processes and procedures customers can expect as they proceed
through the system and are provided services.
D. WIA Registration: The Contractor shall be responsible for registering clients and implementing
the priority of service for disadvantaged adults. Registration involves documenting and
certifying the general eligibiiity requirements as federally and locally mandated, and estabiish
the priority of services' of the various individual groups to be served. The registration process
shall be streamlined and customer-friendly. This eligibility must be completed in accordance
with the Technical Assistance Guide (TAG) and local policies and procedures relating to
eligibility.
E. Assessment: Initial assessments may be self-service or staff-assisted. The assessment may
be Internet based and/or using other assessment tools identified by the Contractor and
approved by the OCWIS. These tools must assist the customer in identifying the appropriate
employment or training area which best suits their abiiities and needs.
Page 1 of 6
Exhibit B
Contract #:
F. Individual Employment Plan: An Individual Employment Plan (IEP) shall be developed for
each customer enrolled into intensive services. This plan is a standardized document in the
Orange County Workforce Investment Area, and serves as the "road map" for services. Once
the customer is registered and a rationale for service levels is established, the IEP shall be
developed in partnership with the customer. Post-employment services shall be documented on
the IEP, including job retention strategies and other needed follow-up services.
G. Case Management: The Contractor shall provide integrated case management services to all
individuals that receive intensive and/or training services. Case management is considered a
key component of service delivery and critical to the ultimate success of the customers. Case
management is necessary to assure that all of the needs of the customers are met and that
information is collected and reported. If a customer is enrolled in more than one funding stream,
it is critical that differentiated services provided for each program are documented and justified.
H. File Maintenance and Documentation: A case file shall be maintained for every registered
customer. At a minimum, the case file will include information and documentation of each of the
following:
1. Program eligibility/determination of neei:l;
2. WIA MIS forms, including source documents for validation;
3. Initial and Comprehensive Assessments;
4. IEP, including all updates of services provided and completed;
5. Approved ITA voucher if receiving training;
6. Progress reports, time and attendance if receiving WIA and non-WIA funded training
(including short-term pre-vocational training);
7. Counseling notes printed from the computer.
8. All components of the data validation tool referenced in WIA Bulletin 04-0CWDA 43.
I. Workshops: The One-Stop Center shall offer, at minimum, transferable skills workshops
weekly to registered WIA customers. These workshops are to help clients and case managers
determine the unique skills and strengths of this workforce. Transferrable skills workshops
should identify skills that can be applied to high-wage, high-growth demand occupations. The
intent of these workshops is to provide the knowledge and skills to identify potential jobs, apply
for a job, interview for a job and handle difficult situations that may arise after hire to ensure
successful job retention.
J. Training: The Contractor will be responsible for referring each individual to the most
appropriate activity for the individual as determined from the assessment and the documented
statements in the IEP. Not every customer will need or desire training. Training activities are for
those individuals who clearly cannot obtain or maintain employment without training in a
specific skill set or demand occupation. Successful completion of training courses must lead to
recognized credentials or their equivalent. The categories below list the training services that
shall be made available to individuals showing an assessed need.
1. Occupational skills training is offered through Individualized Training Accounts (ITA). IT As
permit a wide range of choices to customers and are locally monitored to offer training in
only demand occupations in accordance with the Santa Ana WIB On-the-Job Training policy
2. On-the-Job Training (OJT) contracts will be developed under this agreement in accordance
with the Santa Ana WIB On-the-Job Training policy.
3. Contractor shall seek other non-WIA funded training, whenever possible, and shall use Pell
Grants to offset WIA funds where applicable. Other non-WIA funded training offered by the
community college, adult education and ROP is strongiy encouraged.
Page 2 of 6
Exhibit B
Contract #:
4. It should be noted that per WIA regulations, an individual may enroll in training services
prior to the award of a Pell Grant as long as the case manager assures that the Pell Grant
has been applied for and has evidence of documentation in the case file.
5. All effort should be made to obtain OJT for Demand Occupations falling within OCWIB's
industry clusters.
K. Supportive Services Coordination: The Contractor shall coordinate and manage the
provision of supportive services to WIA registrants, subject to limitations in the Act. Supportive
services shall include, but are not limited to transportation, clothing, childcare and other costs
that may be a barrier to an individual's job search, training or placement. Supportive services
shall only be issued after a need has been identified and when no other funding is available to
pay for such services. The Contractor is responsible for managing the provision of supportive
services in as cost efficient manner as possible to ensure fair distribution and non-duplication of
resources and services.
L. Job Placement: The Contractor shall provide job listings and referrals to assist core services
customers with finding a job in coordination with the Employment Development Department
(EDD) and other partner-funded staff. The Contractor shall provide more intensive job
placement assistance to each customer that advances to intensive and training services. This
may include coordinating with a local education agency's placement staff if the customer is
enrolled in training at that institution, providing job leads, specific job development and job
matching. All efforts are to be made to place participants in a Demand Occupation falling within
OCWIB's industry clusters.
M. Job Retention and Follow-Up Services: Retention and follow-up services are pivotal to the
employment success for customers and the attainment of the performance standards for the
Santa Ana W/O/RlK Center. Performance standards shall be defined in Exhibit C of this
Agreement.
1. After job placement, the Contractor shall assist the WIA registered customers and their
respective employers with job retention. Follow-up services, including counseling regarding
the workplace, shall be made available for a minimum of twelve-months after the first day of
employment, as appropriate.
2. Follow-up services/activities are provided to ensure that customers who have exited
overcome any problems that may arise during this critical period and to ensure further
progress toward long-term employment and self-sufficiency. This should be accomplished
by monthly follow-up with the customer and possibly the employer.
3. During the retention period, the Contractor must ensure that the customer remains
employed and if they lose their job during this time, shall immediately work with the
customer so they can secure new employment. Case Managers shall provide one-on-one
counseling during follow-up contacts that wili focus on identifying and eliminating any
barriers that may be preventing a customer from successfully retaining a job and encourage
customers to attend the workshops related to specific methods for retaining employment,
enhancing skilis and fostering self-sufficiency.
4. Contractor shall document in the customer's file employment in the first, second and third
quarter after exit through one of the following sources: UI wage records, WRIS,
supplemental data sources as defined in TEGL 17-05 or through the State of California's
management information system.
IV. PERFORMANCE
Page 3 of 6
Exhibit B
Contract #:
A. . Performance Measures: The Workforce Investment Act requires a comprehensive
accountability system to determine the effectiveness of services provided through the One-Stop
system. The Contractor agrees to meet or exceed required federal, state and local standards,
measurements and outcomes of all funding streams included in this agreement. At a minimum,
Contractor shall meet all performance outlined in Exhibit C. Contractor's performance statistics
shall be evaluated and are expected to meet or exceed the performance targets on a quarterly
basis.
1. Performance on new participant enrollments will be assessed by comparing the
Contractor's planned versus actual year to date cumulative new numbers.
2. Performance on soft exits will be evaluated quarterly.
3. Performance on required follow-up will be measured on a quarterly basis.
4. Performance on the mandated measures will be evaluated quarterly.
5. Failure to submit timely information may result in penalties such as de-obligation of funds or
revocation of the agreement with the County of Orange.
B. Data Gathering: Contractor shall be responsible for tracking and managing the following
activities and shall submit any data requested to OCWIB:
1. Tracking of universal access customers to include how many customers access services
and what services they sought/used;
2. Percent of registered customers in the three service tiers (registered core, intensive,
training) and movement between levels, including those referred from Rapid Response
Activities.
3. Contractor shall be required to use the Employment Development Department (EDD)
CalJobs System Program Activity Support System (PASS) and the Employer Contact
Management System (ECMS) to record services and activities provided to customers.
CalJobs is a data base management system that uses the Internet's technology for
maximum ease of use and access by authorized staff. Specific reportable services are to
be determined but may include Assessment Interview, Bonding Assistance, Employer
Contact/Services, Case Management, Employment Plans, Job Development contacts, Job
Club, Job/education/training referrals, employment workshops, obtained employment,
training, placements, resume preparation, specific labor market information or others as
deemed necessary by the OCWIB.
C. Customer Satisfaction: Contractor shall demonstrate that they are a customer-driven
organization by incorporating the following elements into their organization:
1. Systematically listening to customers and acting quickly on what they say;
2. Building positive relationships with customers through focusing on accessibility and
management of complaints;
3. Paying attention to customers who are not satisfied and work to understand their
preferences and meet their demands.
D. Surveys: Contractor agrees to conduct customer satisfaction surveys by:
1. Using a consistent implementation method or survey instrument as defined or established
by the Santa Ana W/O/R/K Center;
2. Submitting results in the appropriate format to the Santa Ana W/O/R/K Center
administrative office;
3. Reviewing surveys within 10 days of receipt;
Page 4 of 6
Exhibit B
Contract #:
4. Answering surveys with a formal response if corrective action is necessary and submitting a
copy of the survey and response to the Santa Ana W/O/R1K Center administrative office;
and;
5. Keeping the identity of survey respondent confidential.
E. Corrective Action Plans: Performing at or below the contract level on a quarterly basis on any
individual performance measure will be subject to the following corrective action:
1. Intensive technical assistance and thorough assessment of the causes of the low
performance;
2. Development and implementation of appropriate Corrective Action Plan(s) to raise
performance; and
3. Close monitoring of subsequent performance to assess the impact of the corrective action
plan(s).
Contractor's performance trends and corrective action plans will be critical to decisions
regarding contract renewal. Failure to achieve the goals set forth in the corrective action plan
may result in penalties such as de-obligation of funds or revocation of the agreement with
County of Orange. All corrective action plans will include a date for responding to observations,
questions, concerns and findings.
V. DELlVERABLES
Lirnited funding and limited fund life requires that expenditures and customer information be
reported in a timely and accurate manner, so that inefficiencies can be identified and
unanticipated fund balances can be determined and reallocated to the best possible use.
Contractor shall submit monthly reports of expenditure data. Performance data, including
expenditures, will be reviewed monthly and beginning with first quarter data, will be used for
making comparisons, assessing performance and reallocating funds.
A. MIS Submission/Reporting: Contractor shall adhere to MIS procedures for data entry,
time lines and reporting requirements (Information Notice No. 06-0CWDA-04 revised and
subsequent updates) including the completion of appropriate forms and information related to
program performance as required. Contractor shall submit timely MiS paperwork to the
Administrative Offices of OCWIB for input into the JTA system. MIS paperwork and
accompanying Transmittal Forms shall be submitted within the specific time periods outlined in
the MIS reporting and timelines policy. All JTA forms must be typed and complete using the
most current template forms or they shall be returned to Contractor. No faxed or emailed
paperwork will be accepted. Mandatory review and approval is required on all paperwork
submitted to the OCWIB. The One-Stop manager or designee shall initial all transmittal forms
submitted to MIS for input into the JTA system. The approval signifies that the documents have
been reviewed and are completed correctly.
1. All updates and corrections must be clearly identified;
2. All forms will be returned to the Manager or designee. All returned forms requIring
corrections/updates must be resubmitted along with original transmittal within five (5)
business days of receipt;
3. ITA vouchers shall be submitted to the OCWIB along with the corresponding MIS enrollment
form.
B. WIA Base Wage Report: Contractor shall provide supplemental data for "exiters" not found in
the UI Base Wage File. Contractor shall be responsible for submitting all supplemental data (1st
Page 5 of 6
Exhibit B
Contract #:
and 3rd quarters) within seven (7) business days of the report being mailed to Contractor, when
appropriate supplemental data is required. Contractor shall be responsible for analyzing MIS
reports to verify data and contract performance compliance.
C. Monthly and Quarterly Reports: Routine monthly and quarterly written reports, such as those
mentioned in this Exhibit are due by the tenth day of the month following the month being
reported on.
D. Invoices: Monthly invoices are due to HCS/Accounting by the twentieth day following the
month being reported.
Page 6 of 6
Exhibit C
Contract #:
PERFORMANCE PLAN
MORTGAGE AND FINANCE ASSISTANCE AND RE-EMPLOYMENT PROJECT
A. Core Self Services
B. Core Registered Services (enrollments)
C. Intensive Services
01. Training Services: Individual Training Accounts (ITA)
02. Training Services: On The Job (OJT)
15
12
8
4
1
B. Employment Retention Rate
C. Average Earnings Rate
O. Employment and Credential Attainment Rate
93%
$16,000
72%
Contractor is committed to submitting quarterly programmatic reports. These reports will:
a) Demonstrate progress in achieving the following:
i) Numbers served, and
ii) Performance Goals met.
b) Include in-kind and leveraged fund contributions showing
i) Running totals by quarter, and
ii) Final total at close-out of contract.
c) Show numbers of participant referred to the Santa Ana W/OIRlK Center from Rapid
Response services.
II Without programmatic reports, invoices will not be paid.
Page 1 of 1 .
Exhibit D
BUDGET
MORTGAGE AND FINANCE ASSISTANCE AND RE-EMPLOYMENT PROJECT
DISLOCATED WORKER BudClet
, Core Intensive Training Total
Operations Activities:
Salaries and Benefits' 21,633 21,633
Operations 1,622 1,622
Lease Termination Cost -
Equipment (over $5,000) -
Equipment ($1-$4,999) -
Supplies 200 200
ConsultanUSubcontract
Travel I Mileaae
Operations Related Activities Subtotal - 23,455 - 23,455
Direct Client Related Activities:
Participant Wages and Benefits
Employer ReimbursemenUOJT
Participant Training Cost 25000 25,000
Participant Supportive Services 4,545 4,545
Other: Assessment 1000 1,000
-
-
-
Other - Subtotal - 1,000 - 1,000
Direct Client Related Activities Subtotal - 1,000 29,545 30,545
Program Subtotal . 24,455 29,545 54,000
Grand Total - 24,455 29,545 54,000
EXHlalT E
CONTRACT NO:
State of California
Drug Free Workplace Certification
STD 21 (NEW 11-90)
G40027
COMPANY {ORGANIZATION NAME The City of Santa Ana
The Contractor or grant recipient hamed above hereby certifies compliance with Government Code 8355 in matters relating to providing
a drug-free workplace. The above named Contractor will:
1. Pubiish a statement notifying empioyees 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).
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 danger of drug abuse in the workplace,
(b) The person's or organization's policy of maintaining a drug-free workplace,
(c) Any available 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 8355(c) that every employee who works on the proposed contract or grant
(a) Will receive a copy of the company's drug-free policy statement, 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. I am fully aware that this certification, executed on the date and in the county below, is made under
penalty of pe~ury under the iaws of the State of California.
OFFICIAL'S NAME David N. Ream
DATE EXECUTED EXECUTED IN THE COUNTY OF Orange, CA
CONTRACTOR or GRANTEE RECIPIENT SIGNATURE
TITLE City Manager
FEDERAL ID NUMBER 95-6000785
ExHIBIT F
CONTRACT NO:
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 Reqister (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.
David N. Ream, City Manager
Name and Title of Authorized Representative
G/
Date
~Oi'
ExHIBIT F
CONTRACT NO:
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 OrangelWorkforce 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,
suspend ed, 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 G
CONTRACT NO:
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
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.
FORMULA
Citv of Santa Ana
Grantee/Contractor Organization
Dislocated Worker Mortaaae
ProgramlTitle
David N. Ream. Citv Manaaer
Name and Title of Authorized Signatory
C-S~~~ f D.~
8f' ~lffi
Dat
*Note:
In these instances, "All," in the Final Rule is expected to be clarified to show that It
applies to covered contracUgrant transactions over $100,000 (per OMS).
CONTRACT NO:
EXHIBIT H
PAGE 1 OF3
6744 FEDERAL REGISTER VOLUME 55. No. 38/ MONDAY. FEBRUARY 26.1990/ RULES AND REGULATIONS
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 Federai 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
empioyee 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 appiy 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 olthe covered Federal action.
3. Identify the appropriate classification of this report. If this is a foiiow 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 fuii name, address, city, state and zip code of the reporting entity. Include congressionai 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 fuii name, address, city, state,
and zip cOde of the prime Federai recipient. include congressional district, if known.
6. Enter the name of the Federal agency making the award or loali 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 fuii
Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and ioan
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 fuii 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 wiii be made (planned). Check aii
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 shaii 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 coiiection 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.
CONTRACT NO:
DISCLOSURE OF LOBBYING ACTIVITIES
EXHIBIT H
PAGE 2 OF 3
COMPLETE THIS FORM TO DISCLOSE ACTIVITIES PURSUANT TO 31 U.S.C 1352
1. Type of Federal Actions: 2. Status of Federal Actions: 3. Report Type:
a. contract a. bid/offer/application a. initial fiiing
b. grant b. initial award b. material change
c. cooperative agreement c. post-award
d.loan For Material Change Only:
e. ioan guarantee Year Quarter
f. loan insurance
Date of last report
4. Name and Address of Reporting Entity: 5. If Reporting Entity in No.4 is a Subawardee.
Prime Subawardee Enter Name and Address of Prime:
Tier :if known:
Con~ressional District, if known: Conoressional District, if known:
6. Federal Department / Agency: 7. Federal Program Name/Description:
CFDA Number if known:
8. Federal Action Number, if known: 9. Award Amount, if known:
$
10a. Name and Address of Lobbying Entity 1 Db. Individual Performing Services
(if individual, iast name, first name, MI): (including address if different from No.1 Oa.)
(last name, first name, MI):
(attach Continuation Sheets SF-LLL-A, if necessarv)
11. Amount of Payment (check all that apply): 13. Type of Payment (check all that apply):
a. retainer
$ actual olanned b. one-time free
12. Form of Payment (check all that apply): c. commission
a. cash d. contingent fee
b. in-kind: specify: e. deferred
nature: f. other specify:
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: DYes DNo
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 Signature: N/A
above when this transaction was made or entered
into. This disclosure is required pursuant to 31 Print Name:
U.S.C 1352. This information will be reported to
the Congress semiannually and will be available for Title:
pubiic inspection. Any person who fails to file the
required disclosure snail be subject to a civil penalty Telephone No.
of not less than $ 10,000 and not more than
$ 100.000 for each such failure Date:
CONTRACT NO:
EXHIBIT H
PAGE 3 OF 3
DISCLOSURE OF LOBBYING ACTIVITIES
CONTINUATION SHEET
Approved by OMS
0348-0046
Reporting Entity:
Page
of
,
BILLING CODES 3410-01 -C; 6450-01.c; 6690~01 ;6025-01-C;
7Sla-Cl-G I 35 1 O-FE-C; 8120-01 -C; 4710-24-C, 6116-01 -Ct
6051 -01 -C, 8230-01 -c- 3210-01 -C; 4210-32--C, 441D-15-C'"
4510-23-C- 4810-25-C ' 3801 -01 -C;4000-01 -c I 3820-01 -c,
6S60-S0-C; 6820-41 -c; 43 1 Q-RF- -17 18-01 C I 4150-04-C. 75
55-01 -c. 7537-01 -C- 75360 1 -c. 60S0-28-C, _lG 1 U-42-C
Authorized for Local Reproduction Standard Form - LLL-A
EXHIBIT 1
CONTRACT NO:
DISTRICT ATTORNEY CHILD SUPPORT ENFORCEMENT
CERTIFICATE REQUIREMENTS
In order to comply with child support enforcement requirements of the County of Orange,
the required contractor data and certifications must be submitted within 10 days of award
notification.
Failure of the contractor to submit the data/or certifications required shall result in the
contractor may be disqualified from being considered for contract award. Subsequent to
issuance of the contract, failure to comply with all federal and state reporting requirements
for child support enforcement or to comply with all lawfully served Wage and Earning
Assignment shall constitute a material breach of the contract. Failure to cure breach within
60 calendar days of notice from the County shall constitute grounds for termination.
A. In the case of an individual bidder/proposer, his/her name, date of birth, Social Security
number, and residence address:
Name:
0.0.8:
Social Security No:
Residence Address:
8. In the case of a bidder/proposer doing business other than as an individual, the name,
date of birth, Social Security number, and residence address of each individual who
owns an interest of 10 percent or more in the contracting entity (If no individual owns an
interest of 10 percent or more, indicate not applicable.):
Name:
0.0.8:
Social Security No:
Residence Address:
Name:
0.0.8:
Social Security No:
Residence Address:
Name:
0.0.8:
Social Security No:
Residence Address:
EXHIBIT I
CONTRACT NO:
DISTRICT ATTORNEY CHILD SUPPORT ENFORCEMENT
CERTIFICATE REQUIREMENTS - CONTINUED
C. A certification that the contractor has fully complied with all applicable federal and
State reporting requirements regarding its employees; and
D. A certification that the contractor has fully complied with all lawfully served
Wage and Earnings Assignment Orders and Notices of Assignment and will
continue to so comply.
"I certify that the City of Santa Ana is in full compliance with all applicable federal and state
reporting requirements regarding its employees and with all lawfully served Wage and
Earnings Assignment Orders and Notices of Assignments and will continue to be in
compliance throughout the term of any contract issued pursuant to this Request for Proposal
process with the County of Orange. I understand that failure to comply shall constitute a
material breach of the contract and that failure to cure such breach within 60 calendar days of
notice from the County shall constitute grounds for termination of the contract." .
~rf
Authorized Signature
David N. Ream, City Manager
Name
Title
CONTRACT NO:
ExHIBIT J
EDD INDEPENDENT CONTRACTOR REPORTING REQUIREMENTS
Effective January 1, 2001, the County of Orange is required to file federal Form 1099-
Mise for services received from a "service provider" to whom the County pays $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 contractors. An independent Contractor 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 web site located at www.edd.ca.gov/txicr.htm.
To comply with the reporting requirements, County procedures for contracting with
independent contractors mandate that the following information be completed and
forwarded to the contracting agency/department immediately upon request:
First name, middle initial and last name
Social Security Number
Address
Start and expiration dates of Contract
Amount of Contract
First Name
Middle Initial
Last Name
SSN
Contract Number
Dollar value of Contract
Start Date
Expiration Date