HomeMy WebLinkAboutORANGE, COUNTY OF (OC COMMUNITY RESOURCES) (2) Docusign Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-4415B526D6C8
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CITY CLEi-c
DATE: JAN 3 0 2025
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Contract MA-012-25010267
For
Regional Workforce Consulting Services
Between
OC Community Resources
And
City of Santa Ana
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CONTRACT
MA-012-25010267
BETWEEN
County of Orange
AND
City of Santa Ana
FOR
Regional Workforce Consulting Services
CFDA# FAIN# PROGRAM/SERVICE TITLE FUNDING AGENCY
17.258 AA-35818-22-55-A-6 Regional Plan Implementation(RPI)5.0 Department of Labor
THIS Contract MA-012-25010267 for Regional Workforce Consulting Services ("Contract") is made
and entered into as of the date fully executed by and between the County of Orange, a political subdivision
of the State of California on behalf of OC Community Resources, Workforce & Economic Development
Division("County") and City of Santa Ana,D-U-N-S No. 083153247 and UPI No. KZE9G2M4GRX9, a
municipal corporation in the State of California, with a place of business at 20 Civic Center Plaza, Santa
Ana,CA 92701-4058,("Subrecipient"),with County and Subrecipient sometimes referred to as"Party",or
collectively referred to as "Parties".
ATTACHMENTS
THIS Contract is comprised of this document and the following Attachments and Exhibits, which are
attached hereto and incorporated by reference into this Contract:
Attachment A—Scope of Services
Attachment B—Payment and Compensation
Attachment C—Federal Award Identification Number
Attachment D—Budget Schedule
Attachment E—Staffing Plan
Exhibit 1 —Drug Free Workplace Certification
Exhibit 2—Debarment and Suspension Certificate
Exhibit 3 —Certification Regarding Lobbying
Exhibit 4—Disclosure Form to Report Lobbying
Exhibit 5—OC Community Resources Contract Reimbursement Policy
RECITALS
WHEREAS,Congress has enacted the"Workforce Investment Act of 1998,"subsequently reauthorized
on July 22, 2014 as the Workforce Innovation and Opportunity Act ("WIOA"), hereinafter referred to as
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"the Act," to provide workforce innovation activities, through statewide and local workforce investment
systems, that increase employment, retention and earnings of participants, and increase occupational skill
attainment by participants, and, as a result, improve the quality of the workforce and enhance the
productivity and competitiveness of the Nation; and
WHEREAS, County and Subrecipient accepts the State of California Employment Development
Department Workforce Services Directive dated February 13,2020,Number WSD20-01;and
WHEREAS, County, acting as the Administrator of the Act funds, is empowered to make a portion of
the funds available pursuant to the Act("grant funds")to Subrecipient,for the purpose of implementing the
provisions of the Act;and
WHEREAS, Subrecipient and County are entering into this Contract for Regional Workforce
Consulting Services under a firm fixed fee/cost reimbursement usage Contract; and,
WHEREAS,County solicited Contract for Regional Workforce Consulting Services as set forth herein,
and Subrecipient represented that it is qualified to provide Regional Workforce Training Services to the
County as further set forth here; and,
WHEREAS, Subrecipient agrees to provide Regional Workforce Consulting Services to the County as
further set forth in the Scope of Services, attached hereto as Attachment A; and,
WHEREAS, County agrees to pay Subrecipient based on the schedule of fees set forth in Payment and
Compensation,attached hereto as Attachment B;and,
WHEREAS, Subrecipient agrees to manage allotted funding set forth in the Budget Schedule,attached
hereto as Attachment D;and
WHEREAS, Subrecipient agrees to meet the Staffing Plan requirements set forth in attached hereto as
Attachment E; and
WHEREAS, Subrecipient received notification of the Federal Award Identification Number, attached
hereto as Attachment C;and
WHEREAS, the County Board of Supervisors has authorized the Procurement Officer or designee to
enter into a Contract for Regional Workforce Consulting Services with the Subrecipient to carry out certain
program services and activities within Fiscal Years 2024-2025;and,
NOW,THEREFORE,the Parties mutually agree as follows:
DEFINITIONS
"Administrator" means the Executive Director, of Orange County Community Investment Division
("CID"),as subdivision within the Orange County Community Services("OCCS")department,or designee
thereof.
"Agency"shall mean any County Agency requesting Services of Subrecipient.
"Contract" shall mean the legal agreement executed between County and Subrecipient. Contract shall
include all documents,terms,conditions,specifications, scope of work, and amendments.
"Contract Administrator"means the designated Manager, a Deputy Purchasing Agent("DPA")within the
Contract Development and Management ("CDM") team, who shall administer the contractual
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responsibilities for this Contract and manage all contractual changes as necessary or reasonable to comply
with County Policies.
"County"shall mean the County of Orange, a political subdivision of the State of California
"County Data" shall mean all County and County-related records and information available to the
Subrecipient as a result of award of Contract.
"County's Project Manager" means the designated Manager with the County Program Management team
who shall administer and monitor the services within this Contract as is necessary or reasonable to comply
with County policies.
"Department"shall mean any County Department requesting Services of Subrecipient.
"Director"means the County Director of the Orange County Community Resources("OCCR")department.
"DPA"shall mean the Deputy Purchasing Agent assigned to this Contract.
"May" shall mean something that is not mandatory but permissible.
"Service or Services"shall mean Subrecipient's duties,tasks and responsibilities to fulfill the requirements
of this Contract,which are more specifically identified in Scope of Services.
"Shall" and "Must" shall mean a mandatory requirement. Failure to meet a mandatory requirement may
result in termination for cause under this Contract.
"Should"shall mean something that is recommended but not mandatory.
"Subcontractor" shall mean a third party not directly employed by the Subrecipient who may provide
Services identified in this Contract.
"Subrecipient" shall mean the individual, partnership, or corporation who is providing commodities or
services under the terms and conditions set forth in this Contract. Subrecipient also includes its employees,
Subcontractor(s), agents and affiliates who are providing commodities or services agreed to under this
Contract.
ARTICLES
GENERAL TERMS AND CONDITIONS
1. Governing Law and Venue:
This Contract has been negotiated and executed in the state of California and shall be governed by and
construed under the laws of the state of California. In the event of any legal action to enforce or interpret
this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange
County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court,
notwithstanding Code of Civil Procedure Section 394. Furthermore,the parties specifically agree to waive
any and all rights to request that an action be transferred for adjudication to another county.
2. Entire Contract:
This Contract contains the entire Contract between the parties with respect to the matters herein, and there are
no restrictions,promises,warranties or undertakings other than those set forth herein or referred to herein. No
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exceptions,alternatives,substitutes or revisions are valid or binding on County unless authorized by County in
writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County
employee or agent, including but not limited to installers of software, shall not be valid or binding on County
unless accepted in writing by County's Purchasing Agent or designee.
3. Amendments:
No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by
the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the
parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless
authorized by County in writing.
4. Taxes:
Unless otherwise provided herein or by law, price quoted does not include California state sales or use
tax. Out-of-state Subrecipients shall indicate California Board of Equalization permit number and sales
permit number on invoices,if California sales tax is added and collectable. If no permit numbers are shown,
sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State
of California in lieu of payment of sales tax to Subrecipient.
5. Delivery:
Time of delivery of commodities and services is of the essence in this Contract. County reserves the right
to refuse any commodities and services and to cancel all or any part of the commodities not conforming to
applicable specifications, drawings, samples or descriptions or services that do not conform to the
prescribed Scope of Services. Acceptance of any part of the order for commodities shall not bind County
to accept future shipments nor deprive it of the right to return commodities already accepted at
Subrecipient's expense. Over shipments and under shipments of commodities shall be only as agreed to in
writing by County. Delivery shall not be deemed to be complete until all commodities or services have
actually been received and accepted in writing by County.
6. Acceptance Payment:
Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in
writing and until all the commodities/services have actually been received, inspected, and tested to the
satisfaction of County, and 2)payment shall be made in arrears after satisfactory acceptance.
7. Warranty:
Subrecipient expressly warrants that the commodities covered by this Contract are 1) free of liens or
encumbrances, 2)merchantable and good for the ordinary purposes for which they are used, and 3) fit for
the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement
upon Subrecipient's part to indemnify, defend and hold County and its indemnities as identified in the
Insurance and Indemnification section, and as more fully described in the Insurance and Indemnification
section harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or
sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty
work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal
codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the
California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.
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8. Patent/Copyright Materials/Proprietary Infringement:
Unless otherwise expressly provided in this Contract, Subrecipient shall be solely responsible for clearing
the right to use any patented or copyrighted materials in the performance of this Contract. Subrecipient
warrants that any software as modified through services provided hereunder will not infringe upon or violate
any patent,proprietary right,or trade secret right of any third party. Subrecipient agrees that,in accordance
with the more specific requirement contained in the Insurance and Indemnification section, it shall
indemnify,defend and hold County and County Indemnitees harmless from any and all such claims and be
responsible for payment of all costs, damages, penalties and expenses related to or arising from such
claim(s), including, costs and expenses but not including attorney's fees.
9. Assignment:
The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors,
executors,administrators and assigns of the parties. Furthermore,neither the performance of this Contract
nor any portion thereof may be assigned by Subrecipient without the express written consent of
County. Any attempt by Subrecipient to assign the performance or any portion thereof of this Contract
without the express written consent of County shall be invalid and shall constitute a breach of this Contract.
10. Non-Discrimination:
In the performance of this Contract,Subrecipient agrees that it will comply with the requirements of Section
1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination
in employment of persons because of the race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, or sex of such persons. Subrecipient
acknowledges that a violation of this provision shall subject Subrecipient to penalties pursuant to Section
1741 of the California Labor Code.
11. Termination:
In addition to any other remedies or rights it may have by law,County has the right to immediately terminate
this Contract without penalty, cost, expense or liability of any kind for cause("Termination for Cause", as
defined below), or (2) after 30 days' written notice without cause. Exercise by County of its right to
terminate the Contract for cause or without cause shall relieve County of all further compensation,
obligation, cost, expense or liability of any kind.
1. Termination for Cause: Termination for Cause shall mean the County's termination of the Contract in
the event of:
A. A violation of the law or failure to comply in a timely manner with any condition of this Contract;
B. Inadequate program performance;
C. Failure to comply with reporting requirements;
D. Evidence that Subrecipient is in such an unsatisfactory financial condition,as determined by
County, as to endanger performance of this Contract, including the loss of other funding sources;
E. Delinquency in payment of taxes or the costs of performance of this Contract in the ordinary
course of business;Appointment of a trustee,receiver or liquidator for all or a substantial part of
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Subrecipient's property, or institution of bankruptcy,reorganization,arrangement of liquidation
proceedings by or against Subrecipient;
F. Service of any writ of attachment, levy of execution, or commencement of garnishment
proceedings against Subrecipient's assets or income;
G. Bankruptcy proceedings of Subrecipient;
H. Finding of Subrecipient's debarment or suspension;
I. Material change in Subrecipient's organizational structure;
J. Any breach of the Contract by Subrecipient;and
K. Any misrepresentation, or fraud on the part of the Subrecipient.
2. Cost to Cover. In the event of any termination of the Contract, County may proceed with the work for
which this Contract provides in any manner deemed proper by County. The cost to County of completing
the work for which this Contract provides shall be deducted from any sums due Subrecipient under this
Contract but Subrecipient shall not be relieved of liability. Notwithstanding the above, Subrecipient shall
not be relieved of liability to County for damages sustained by County by virtue of any breach of this
Contract by Subrecipient, and County may withhold any payments to Subrecipient until such time as the
exact amount of damages due County from Subrecipient is determined.
3. Return of funds. Subrecipient agrees that upon expiration or notice of termination of this Contract or
dissolution of Subrecipient's entity,Subrecipient shall,immediately upon written demand,return to County
all funds paid to Subrecipient by County,which are not payable for goods or services delivered prior to the
termination or expiration of this Contract or the dissolution of Subrecipient's entity.
Nothing in this Article "Termination" shall preclude the County from exercising its termination rights as
set forth in Article "Contingency of Funds"or under any other provision in the Contract.
12. Consent to Breach Not Waiver:
No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver
or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent
by any party to,or waiver of,a breach by the other,whether express or implied, shall not constitute consent
to, waiver of,or excuse for any other different or subsequent breach.
13. Independent Subrecipient:
Subrecipient shall be considered an independent Subrecipient and neither Subrecipient, its employees,nor
anyone working under Subrecipient shall be considered an agent or an employee of County. Neither
Contractor,its employees nor anyone working under Subrecipient shall qualify for workers' compensation
or other fringe benefits of any kind through County.
14. Performance Warranty:
Subrecipient shall warrant all work under this Contract,taking necessary steps and precautions to perform
the work to County's satisfaction. Subrecipient shall be responsible for the professional quality,technical
assurance, timely completion and coordination of all documentation and other commodities/services
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furnished by Subrecipient under this Contract. Subrecipient shall perform all work diligently, carefully,
and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery,
equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses
required by public authorities, including those of County required in its governmental capacity, in
connection with performance of the work. If permitted to subcontract, Subrecipient shall be fully
responsible for all work performed by subcontractors.
15. Changes:
Subrecipient shall make no changes in the work or perform any additional work without County's specific
written approval.
16. Change of Ownership/Name, Litigation Status,Conflicts with County Interests:
Subrecipient agrees that if there is a change or transfer in ownership of Subrecipient's business prior to
completion of this Contract, and County agrees to an assignment of Contract,the new owners shall be
required under the terms of sale or other instruments of transfer to assume Subrecipient's duties and
obligations contained in this Contract and complete them to the satisfaction of County.
County reserves the right to immediately terminate Contract in the event County determines that the
assignee is not qualified or is otherwise unacceptable to County for the provision of services under
Contract.
In addition, Subrecipient has the duty to notify County in writing of any change in Subrecipient's status
with respect to name changes that do not require an assignment of Contract. Subrecipient is also
obligated to notify County in writing if Subrecipient becomes a party to any litigation against County, or
a party to litigation that may reasonably affect Subrecipient's performance under Contract, as well as any
potential conflicts of interest between Subrecipient and County that may arise prior to or during the period
of Contract performance. While Subrecipient will be required to provide this information without
prompting from County any time there is a change in Subrecipient's name,conflict of interest or litigation
status, Subrecipient must also provide an update to County of its status in these areas whenever requested
by County.
Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could
result in a conflict with County interests. In addition to Subrecipient,this obligation shall apply to
Subrecipient's employees,agents, and subcontractors associated with the provision of goods and services
provided under this Contract. Subrecipient's efforts shall include,but not be limited to establishing rules
and procedures preventing its employees,agents, and subcontractors from providing or offering gifts,
entertainment,payments, loans or other considerations which could be deemed to influence or appear to
influence County staff or elected officers in the performance of their duties.
17. Force Maleure:
Subrecipient shall not be assessed with liquidated damages or unsatisfactory performance penalties during
any delay beyond the time named for the performance of this Contract caused by any act of God,war, civil
disorder, employment strike or other cause beyond its reasonable control, provided Subrecipient gives
written notice of the cause of the delay to County within 36 hours of the start of the delay and
Subrecipient avails himself of any available remedies.
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18. Confidentiality:
Subrecipient agrees to maintain the confidentiality of all County and County-related records and
information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist
at any time during the term of this Contract. All such records and information shall be considered
confidential and kept confidential by Subrecipient and Subrecipient's staff, agents and employees.
19. Compliance with Laws:
Subrecipient represents and warrants that services to be provided under this Contract shall fully comply,at
Subrecipient's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and
regulations (collectively "laws"), including, but not limited to those issued by County in its governmental
capacity and all other laws applicable to the services at the time services are provided to and accepted by
County. Subrecipient acknowledges that County is relying on Subrecipient to ensure such compliance,and
pursuant to the requirements of the Insurance and Indemnification section, Subrecipient agrees that it shall
defend,indemnify and hold County and County Indemnitees harmless from all liability,damages,costs and
expenses arising from or related to a violation of such laws.
20. Freight:
Prior to County's express acceptance of delivery of products. Subrecipient assumes full responsibility for
all transportation, transportation scheduling, packing, handling, insurance, and other services associated
with delivery of all products deemed necessary under Contract.
21. Severability:
If any term,covenant,condition or provision of this Contract is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and
effect and shall in no way be affected, impaired or invalidated thereby.
22. Attorney Fees:
In any action or proceeding to enforce or interpret any provision of this Contract,each party shall bear their
own attorney's fees, costs and expenses.
23. Interpretation:
This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable
in the matters dealt with in this Contract. In addition,each party had been represented by experienced and
knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such
counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that
they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto
or by any person representing them,or both. Accordingly,any rule or law(including California Civil Code
Section 1654)or legal decision that would require interpretation of any ambiguities in this Contract against
the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be
interpreted in a reasonable manner to effect the purpose of the parties and this Contract.
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24. Employee Eligibility Verification:
Subrecipient warrants that it fully complies with all Federal and State statutes and regulations regarding the
employment of aliens and others and that all its employees performing work under this Contract meet the
citizenship or alien status requirement set forth in Federal statutes and regulations. Contractor shall obtain,
from all employees performing work hereunder, all verification and other documentation of employment
eligibility status required by Federal or State statutes and regulations including, but not limited to, the
hmmigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they
may be hereafter amended. Subrecipient shall retain all such documentation for all covered employees for
the period prescribed by the law. Subrecipient shall indemnify,defend with counsel approved in writing by
County, and hold harmless, County, its agents, officers, and employees from employer sanctions and any
other liability which may be assessed against Subrecipient or County or both in connection with any alleged
violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any
persons performing work under this Contract.
25. Audits/Inspections:
Subrecipient agrees to permit County's Auditor-Controller or the Auditor-Controller's authorized
representative (including auditors from a private auditing firm hired by County) access during normal
working hours to all books, accounts, records, reports, files, financial records, supporting documentation,
including payroll and accounts payable/receivable records,and other papers or property of Subrecipient for
the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or
audit will be confined to those matters connected with the performance of Contract including, but not
limited to, the costs of administering Contract. County will provide reasonable notice of such an audit or
inspection.
County reserves the right to audit and verify Subrecipient's records before final payment is made.
Subrecipient agrees to maintain such records for possible audit for a minimum of three years after final
payment, unless a longer period of records retention is stipulated under this Contract or by
law. Subrecipient agrees to allow interviews of any employees or others who might reasonably have
information related to such records. Further, Subrecipient agrees to include a similar right to County to
audit records and interview staff of any subcontractor related to performance of this Contract.
Should Subrecipient cease to exist as a legal entity, Subrecipient's records pertaining to this Contract shall
be forwarded to County's project manager.
26. Contingency of Funds:
Subrecipient acknowledges that funding or portions of funding for this Contract may be contingent upon
state budget approval;receipt of funds from,and/or obligation of funds by,the state of California to County;
and inclusion of sufficient funding for the services hereunder in the budget approved by County's Board of
Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are
not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract
without penalty.
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27. Expenditure Limit:
Subrecipient shall notify County of Orange assigned Deputy Purchasing Agent in writing when the
expenditures against Contract reach 75 percent of the dollar limit on Contract. County will not be
responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on Contract
unless a change order to cover those costs has been issued.
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INDEMNIFICATION AND INSURANCE PROVISIONS
1. Indemnification
Subrecipient agrees to indemnify, defend with counsel approved in writing by County, and hold County,
its elected and appointed officials,officers,employees,agents and those special districts and agencies which
County's Board of Supervisors acts as the governing Board ("County Indemnitees") harmless from any
claims, demands or liability of any kind or nature, including but not limited to personal injury or property
damage, arising from or related to the services, products or other performance provided by
Subrecipient pursuant to this Contract. If judgment is entered against Subrecipient and County by a court
of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees,
Subrecipient and County agree that liability will be apportioned as determined by the court.Neither Party
shall request a jury apportionment. Notwithstanding anything stated above, nothing contained herein shall
relieve Subrecipient of any insurance requirements of obligations created elsewhere in this Contract.
2. General Insurance Requirements
Prior to the provision of services under this Contract,the Subrecipient agrees to carry all required insurance
at Subrecipient's expense, including all endorsements required herein,necessary to satisfy the County that
the insurance provisions of this Contract have been complied with. Subrecipientagrees to keep such
insurance coverage current, provide Certificates of Insurance, and endorsements to the County during the
entire term of this Contract.
Subrecipient shall ensure that all subcontractors performing work on behalf of Subrecipient pursuant to this
Contract shall be covered under Subrecipient's insurance as an Additional Insured or maintain insurance
subject to the same terms and conditions as set forth herein for Subrecipient. Subrecipient shall not allow
subcontractors to work if subcontractors have less than the level of coverage required by County from
Subrecipient under this Contract. It is the obligation of Subrecipient to provide notice of the insurance
requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor
to begin work. Such proof of insurance must be maintained by Subrecipient through the entirety of this
Contract for inspection by County representative(s) at any reasonable time.
All self-insured retentions(SIR)'s shall be clearly stated on the Certificate of Insurance. Any SIR in excess
of Fifty Thousand Dollars $50,000 shall specifically be approved by the County's Risk Manager, or
designee. The County reserves the right to require current audited financial reports from Subrecipient. If
Subrecipient is self-insured, Subrecipient will indemnify the County for any and all claims resulting or
arising from Subrecipient's services in accordance with the indemnity provision stated in this contract.
If the Subrecipient fails to maintain insurance acceptable to the County for the full term of this Contract,
the County may terminate this Contract.
Qualified Insurer
The policy or policies of insurance must be issued by an insurer with a minimum rating of A-(Secure A.M.
Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's
Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred,but not mandatory,
that the insurer be licensed to do business in the state of California(California Admitted Carrier).
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If the insurance carrier does not have an A.M.Best Rating of A-/VIII,the CEO/Office of Risk Management
retains the right to approve or reject a carrier after a review of the company's performance and financial
ratings.
The policy or policies of insurance maintained by the Subrecipient shall provide the minimum limits and
coverage as set forth below.
Increased insurance limits may be satisfied with Excess/Umbrella policies.Excess/Umbrella policies when
required must provide Follow Form coverage.
All insurance policies required by this Contract shall waive all rights of subrogation against the County of
Orange, its elected and appointed officials, officers, employees, and agents when acting within the scope
of their appointment or employment.
Subrecipient shall provide thirty(30)days prior written notice to the County of any policy cancellation or
non-renewal and ten(10) days prior written notice where cancellation is due to non-payment of premium
and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation
may constitute a material breach of the Contract, upon which the County may suspend or terminate this
Contract.
Insurance certificates should be forwarded to the agency/department address listed on the solicitation.
If the Subrecipient fails to provide the insurance certificates and endorsements within seven (7) days of
notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the
next qualified vendor.
County expressly retains the right to require Subrecipient to increase or decrease insurance of any of the
above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be
as deemed by County of Orange Risk Manager as appropriate to adequately protect County.
County shall notify Subrecipient in writing of changes in the insurance requirements. If Subrecipient does
not provide acceptable Certificates of Insurance and endorsements to County incorporating such changes
within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to
Subrecipient, and County shall be entitled to all legal remedies.
The procuring of such required policy or policies of insurance shall not be construed to limit Subrecipient's
liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract,nor act in
any way to reduce the policy coverage and limits available from the insurer.
3. Commercial General Liability
Minimum limits and coverage
$1,000,000 per occurrence; $2,000,000 aggregate
Required Coverage Forms
The Commercial General Liability coverage shall be written on occurrence basis utilizing Insurance
Services Office(ISO)form CG 00 01, or a substitute form providing liability coverage at least as broad.
Required Endorsements
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The Commercial General Liability policy shall contain the following endorsements,which shall accompany
the Certificate of Insurance:
A. An Additional Insured endorsement using ISO form CG 20 26 04 13, or a form at least as broad
naming the County of Orange its elected and appointed officials,officers, employees, and agents
as Additional hisureds, or provide blanket coverage, which will state As Required by Written
Contract.
B. A primary non-contributory endorsement using ISO form CG 20 01 04 13,or a form at least as
broad evidencing that the Subrecipient's insurance is primary, and any insurance or self-insurance
maintained by the County shall be excess and non-contributing.
The Commercial General Liability policy shall contain a severability of interests clause also known as a
"separation of insureds"clause(standard in the ISO CG 0001 policy).
4. Automobile Liability including coverage for owned,non-owned and hired vehicles
Minimum limits and coverage
$1,000,000 combined Single Limit
Required Coverage Forms
The Business Auto Liability coverage shall be written on ISO form CA 00 01,CA 00 05,CA 0012, CA 00
20, or a substitute form providing coverage at least as broad.
5. Workers Compensation
Minimum limits and coverage
Statutory
Required Endorsements
The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights
of subrogation against the County of Orange, its elected and appointed officials, officers, agents, and
employees or provide blanket coverage,which will state As Required by Written Contract.
6. Employers Liability Insurance
Minimum limits and coverage
$1,000,000 per accident or disease
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ADDITIONAL TERMS AND CONDITIONS
1. Scope of Contract:
This Contract specifies contractual terms and conditions by which County will procure Regional Workforce
Consulting Services Items from Subrecipient as further detailed in the Scope of Services, identified and
incorporated herein by this reference as"Attachment A".
2. Term of Contract:
This Contract shall commence upon execution of all necessary signatures and continue through March 31,
2025,unless otherwise terminated by County. This Contract may not be renewed.
3. Adjustments—Scope of Services:
No adjustments made to the Scope of Services will be authorized without prior written approval of County
assigned Deputy Purchasing Agent.
4. Bills and Liens:
Subrecipient shall pay promptly all indebtedness for labor, materials and equipment used in performance
of the work. Subrecipient shall not permit any lien or charge to attach to the work or the premises, but if
any does so attach,Subrecipient shall promptly procure its release and,in accordance with the requirements
of Article "Indemnification" above, indemnify, defend, and hold County harmless and be responsible for
payment of all costs,damages, penalties and expenses related to or arising from or related thereto.
5. Breach of Contract:
The failure of Subrecipient to comply with any of the provisions,covenants or conditions of this Contract
shall be a material breach of this Contract. In such event County may,and in addition to any other remedies
available at law, in equity, or otherwise specified in this Contract:
a. Terminate Contract immediately,pursuant to the General Terms and Conditions section,
"Termination" Article herein;
b. Afford Subrecipient written notice of the breach and ten(10)calendar days or such
shorter time that may be specified in this Contract within which to cure the breach;
c. Discontinue payment to the Contactor for and during the period in which Subrecipient is
in breach; and
d. Offset against any monies billed by Subrecipient but yet unpaid by County those monies
disallowed pursuant to the above.
6. Civil Rights:
Subrecipient attests that services provided shall be in accordance with Section 188 of the Workforce
Innovation and Opportunity Act(WIOA), which prohibits discrimination against all individuals in the
United States on the basis of either citizenship status or participation in any financially assisted program
or activity;the provisions of Title VI and Title VII of the Civil Rights Act of 1964,as amended,which
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prohibits discrimination on the bases of race,color and national origin; Section 504 of the Rehabilitation
Act of 1973,as amended;which prohibits discrimination against qualified individuals with disabilities;
the Age Discrimination Act of 1975 as amended;which prohibits discrimination on the basis of age; Title
IX of the Education Amendments of 1972, as amended,which prohibits discrimination on the basis of sex
in educational programs; Title II of the Americans with Disabilities Act of 1990,and other applicable
State and Federal laws and regulations prohibiting discrimination on the basis of race, color,national
origin, ethnic group identification,age, religion,marital status,sex or disability.The Subrecipient also
assures that, as a Subrecipient of financial assistance, it will comply with 29 CFR part 38 and all other
regulations implementing the laws listed above. This assurance applies to the Subrecipient's operation of
the financially assisted program or activity,and to all agreements the Subrecipient makes to carry out the
financially assisted program or activity. The Subrecipient understands that the United States has the right
to seek judicial enforcement of this assurance.
7. Conflict of Interest—Subrecipient's Personnel:
Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could
result in a conflict with the best interests of County. This obligation shall apply to Subrecipient,
Subrecipient's officers, directors, employees, agents, and subSubrecipients associated with accomplishing
work and services hereunder. Subrecipient's efforts shall include, but not be limited to establishing
precautions to prevent its employees, agents, and subSubrecipients from providing or offering gifts,
entertainment, payments, loans or other considerations which could be deemed to influence or appear to
influence County staff or elected officers from acting in the best interests of County.
Subrecipient shall notify County, in writing, of any potential or actual conflicts of interest between
Subrecipient and County that may arise prior to, or during the period of, Contract performance, including,
but not limited to, whether any known County public officer's child is an officer or director of, or has an
ownership interest of ten (10) percent or more in, Subrecipient. While Subrecipient will be required to
provide this information without prompting from County any time there is a change regarding conflict of
interest, Subrecipient must also provide an update to County upon request by County.
8. Conflict of Interest—County Personnel:
County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving
a conflict of interest. Subrecipient shall not, during the period of this Contract, employ any County
employee for any purpose.
9. Subrecipient's Project Manager and Key Personnel:
Subrecipient shall appoint a Project Manager to direct Subrecipient's efforts in fulfilling Subrecipient's
obligations under this Contract. This Project Manager shall be subject to approval by County and shall not
be changed without the written consent of County's Project Manager, which consent shall not be
unreasonably withheld.
Subrecipient 's Project Manager shall be assigned to this project for the duration of Contract and shall
diligently pursue all work and services to meet the project time lines.County's Project Manager shall have
the right to require the removal and replacement of Subrecipient's Project Manager from providing services
to County under this Contract.County's Project manager shall notify Subrecipient in writing of such action.
Subrecipient shall accomplish the removal within five (5) business days after written notice by County's
Project Manager. County's Project Manager shall review and approve the appointment of the replacement
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for Subrecipient's Project Manager. County is not required to provide any additional information, reason
or rationale in the event it requires the removal of Subrecipient's Project Manager from providing further
services under Contract.
10. Subrecipient Personnel—Reference Checks:
Subrecipient warrants that all persons employed to provide service under this Contract have satisfactory
past work records indicating their ability to adequately perform the work tinder this Contract.Subrecipient's
employees assigned to this project must meet character standards as demonstrated by background
investigation and reference checks, coordinated by the agency/department issuing this Contract.
11. Subrecipient's Expense:
The Subrecipient will be responsible for all costs related to photo copying,telephone communications,fax
communications, and parking while on County sites during the performance of work and services under
this Contract.The County will not provide free parking for any service in the County Civic Center.
12. Subrecipient's Records:
Subrecipient shall keep true and accurate accounts,records,books and data which shall correctly reflect the
business transacted by Subrecipient in accordance with generally accepted accounting principles. These
records shall be stored in Orange County for a period of three(3)years after final payment is received from
County. Storage of records in another county will require written approval from County of Orange assigned
Deputy Purchasing Agent.
13. Conditions Affecting Work:
Subrecipient shall be responsible for taking all steps reasonably necessary to ascertain the nature and
location of the work to be performed under this Contract and to know the general conditions which can
affect the work or the cost thereof. Any failure by Subrecipient to do so will not relieve Subrecipient from
responsibility for successfully performing the work without additional cost to County. County assumes no
responsibility for any understanding or representations concerning the nature, location(s) or general
conditions made by any of its officers or agents prior to the execution of this Contract, unless such
understanding or representations by County are expressly stated in Contract.
14. Data—Title To:
All materials, documents, data or information obtained from County data files or any County medium
furnished to Subrecipient in the performance of this Contract will at all times remain the property of County.
Such data or information may not be used or copied for direct or indirect use by Subrecipient after
completion or termination of this Contract without the express written consent of County. All materials,
documents, data or information,including copies,must be returned to County at the end of this Contract.
15. Default—Re-Procurement Costs:
In case of Contract breach by Subrecipient, resulting in termination by County, County may procure the
commodities and services from other sources.If the cost for those commodities and services is higher than
under the terms of the existing Contract, Subrecipient will be responsible for paying County the difference
between Contract cost and the price paid, and County may deduct this cost from any unpaid balance due
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Subrecipient. The price paid by County shall be the prevailing market price at the time such purchase is
made. This is in addition to any other remedies available under this Contract and under law.
16. Disputes—Contract:
The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute
concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable
period of time by the Subrecipient's Project Manager and the County's Project Manager, as specified in
Article titled"Notices" below, such matter shall be brought to the attention of the County DPA by way of
the following process:
A. The Subrecipient shall submit to the agency/department assigned Deputy Purchasing Agent a
written demand for a final decision regarding the disposition of any dispute between the parties
arising under,related to,or involving this Contract,unless County,on its own initiative,has already
rendered such a final decision.
B. The Subrecipient's written demand shall be fully supported by factual information, and, if such
demand involves a cost adjustment to Contract, Subrecipient shall include with the demand a
written statement signed by a senior official indicating that the demand is made in good faith,that
the supporting data are accurate and complete, and that the amount requested accurately reflects
Contract adjustment for which Subrecipient believes County is liable.
Pending the final resolution of any dispute arising under,related to,or involving this Contract, Subrecipient
agrees to diligently proceed with the performance of this Contract, including the delivery of commodities
and/or provision of services. Subrecipient's failure to diligently proceed shall be considered a material
breach of this Contract.
Any final decision of County shall be expressly identified as such, shall be in writing, and shall be signed
by County Deputy Purchasing Agent or his designee. If County fails to render a decision within 90 days
after receipt of Subrecipient's demand, it shall be deemed a final decision adverse to Subrecipient's
contentions.Nothing in this section shall be construed as affecting County's right to terminate Contract for
cause or termination for convenience as stated in Article"Termination"herein.
17. Drug-Free Workplace:
Subrecipient hereby certifies compliance with Government Code Section 8355 in matters relating to
providing a drug-free workplace. Subrecipient will:
A. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation,
possession,or use of a controlled substance is prohibited and specifying actions to be taken against
employees for violations, as required by Government Code Section 8355(a)(1).
B. Establish a drug-free awareness program as required by Government Code Section 8355(a)(2) to
inform employees about all of the following:
1. The dangers of drug abuse in the workplace;
2. The organization's policy of maintaining a drug-free workplace
3. Any available counseling,rehabilitation and employee assistance programs;and
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4. Penalties that may be imposed upon employees for drug abuse violations.
C. Provide as required by Government Code Section 8355(a)(3)that every employee who works under
this Contract:
1. Will receive a copy of the company's drug-free policy statement; and
2. Will agree to abide by the terms of the company's statement as a condition of employment
under this Contract.
D. Failure to comply with these requirements may result in suspension of payments under Contract or
termination of Contract or both,and Subrecipient may be ineligible for award of any future County
contracts if County determines that any of the following has occurred:
1. Subrecipient has made false certification,or
2. Subrecipient violates the certification by failing to carry out the requirements as noted above.
18. EDD Independent Subrecipient Reporting Requirements:
Effective January 1,2001,County of Orange is required to file in accordance with subdivision(a)of Section
6041A of the Internal Revenue Code for services received from a"service provider"to whom County pays
$600 or more or with whom County enters into a contract for$600 or more within a single calendar year.
The purpose of this reporting requirement is to increase child support collection by helping to locate parents
who are delinquent in their child support obligations.
The term "service provider" is defined in California Unemployment Insurance Code Section 1088.8,
subparagraph B.2 as"an individual who is not an employee of the service recipient for California purposes
and who received compensation or executes a contract for services performed for that service recipient
within or without the state." The term is further defined by the California Employment Development
Department to refer specifically to independent Subrecipients. An independent Subrecipient is defined as
"an individual who is not an employee of the...government entity for California purposes and who receives
compensation or executes a contract for services performed for that...government entity either in or outside
of California."
The reporting requirement does not apply to corporations, general partnerships, limited liability
partnerships,and limited liability companies.
Additional information on this reporting requirement can be found at the California Employment
Development Department website located at http://www.edd.ca.gov/Employer Services.htm
19. Emergency/Declared Disaster Requirements:
In the event of an emergency or if Orange County is declared a disaster area by County, state or federal
government,Contract may be subjected to unusual usage.Subrecipient shall service County during such an
emergency or declared disaster under the same terms and conditions that apply during non-
emergency/disaster conditions. The pricing quoted by Subrecipient shall apply to serving County's needs
regardless of the circumstances. If Subrecipient is unable to supply the goods/services under the terms of
Contract, then Subrecipient shall provide proof of such disruption and a copy of the invoice for the
goods/services from Subrecipient's supplier(s). Additional profit margin as a result of supplying
goods/services during an emergency or a declared disaster shall not be permitted. In the event of an
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emergency or declared disaster, emergency purchase order numbers will be assigned. All applicable
invoices from Subrecipient shall show both the emergency purchase order number and Contract number.
20. Error and Omissions:
All reports, files and other documents prepared and submitted by Subrecipient shall be complete and shall
be carefully checked by the professional(s)identified by Subrecipient as Project Manager and key personnel
attached hereto,prior to submission to the County. Subrecipient agrees that County review is discretionary,
and Subrecipient shall not assume that the County will discover errors and/or omissions. If the County
discovers any errors or omissions prior to approving Subrecipient's reports, files and other written
documents, the reports, files or documents will be returned to Subrecipient for correction. Should the
County or others discover errors or omissions in the reports,files or other written documents submitted by
the Subrecipient after County approval thereof, County approval of Subrecipient's reports, files or
documents shall not be used as a defense by Subrecipient in any action between the County and
Subrecipient,and the reports, files or documents will be returned to Subrecipient for correction.
21. Equal Employment Opportunity:
Subrecipient shall comply with U.S. Executive Order 11246 entitled,"Equal Employment Opportunity"as
amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR,
Part 60) and applicable state of California regulations as may now exist or be amended in the future.
Subrecipient shall not discriminate against any employee or applicant for employment on the basis of race,
color, national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental
condition.
Regarding handicapped persons, Subrecipient will not discriminate against any employee or applicant for
employment because of physical or mental handicap in regard to any position for which the employee or
applicant for employment is qualified. Subrecipient agrees to provide equal opportunity to handicapped
persons in employment or in advancement in employment or otherwise treat qualified handicapped
individuals without discrimination based upon their physical or mental handicaps in all employment
practices such as the following: employment, upgrading, promotions, transfers, recruitments, advertising,
layoffs, terminations, rate of pay or other forms of compensation, and selection for training, including
apprenticeship. Subrecipient agrees to comply with the provisions of Sections 503 and 504 of the
Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified
handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of
the Department of Health and Human Services effective June 3, 1977, and found in the Federal Register,
Volume 42,No. 68 dated May 4, 1977, as may now exist or be amended in the future.
Regarding Americans with disabilities, Subrecipient agrees to comply with applicable provisions of Title 1
of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future.
22. Headings:
The various headings and numbers herein,the grouping of provisions of this Contract into separate clauses
and articles, and the organization hereof are for the purpose of convenience only and shall not limit or
otherwise affect the meaning hereof.
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23. News/Information Release:
Subrecipient agrees that it will not issue any news releases in connection with either the award of this
Contract or any subsequent amendment of or effort under this Contract without first obtaining review and
written approval of said news releases from County through County's Project Manager.
24. Notices:
Any and all notices, requests demands and other communications contemplated, called for, permitted, or
required to be given hereunder shall be in writing with a copy provided to the assigned DPA,except through
the course of the Parties' Project Managers' routine exchange of information and cooperation during the
terms of the work and services. Any written communications shall be deemed to have been duly given
upon actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt
or no greater than four(4)calendar days after being mailed by US certified or registered mail,return receipt
requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All
communications shall be addressed to the appropriate party at the address stated herein or such other address
as the Parties hereto may designate by written notice from time to time in the manner aforesaid.
Subrecipient: City of Santa Ana
Attn: Deborah Sanchez
Address: 20 Civic Center Plaza,Santa Ana,
CA 92701-4058
Phone: 714-565-2621
Email: DSanchez@santa-ana.org
County's Project Manager: OC Community Resources
Attn: Francis Barton
Address: 1300 South Grant Avenue,
Building B, Santa Ana, CA
92705
Phone: 714-480-6475
Email: Francis.Barton@occr.ocgov.com
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cc: OC Community Resources/Procurement Services
Attn: Chad Ward,County DPA
Address: 601 North Ross Street
Santa Ana, CA 92701
Phone: (949)585-6420
Email: chad.ward@occr.ocgov.com
25. Precedence:
Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict
between or among Contract documents, the order of precedence shall be the provisions of the main body
of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the
exhibits and attachments.
26. Subcontracting:
No performance of this Contract or any portion thereof may be subcontracted or otherwise delegated by
Subrecipient, in whole or in part, without first obtaining the prior express written consent of County. Any
attempt by Subrecipient to subcontract or delegate any performance of this Contract without the prior
express written consent of County shall be invalid and shall constitute a material breach of this Contract,
and any attempted assignment or delegation in derogation of this paragraph shall be void.
In the event that Subrecipient is authorized by County to subcontract, this Contract shall take precedence
over the terms of the agreement between Subrecipient and subcontractor, and any agreement between
Subrecipient and a subcontractor shall incorporate by reference the terms of this Contract. Subrecipient
shall remain responsible for the performance of this Contract and indemnification of County
notwithstanding the County's consent to Subrecipient's request for approval of a subcontractor.Under no
circumstances shall County be required to directly monitor the performance of any subcontractor.All work
performed by a subcontractor must be monitored by Subrecipient and must meet the approval of the County
of Orange pursuant to the terms of this Contract.
27. Termination—Orderly:
After receipt of a termination notice from County of Orange, Subrecipient may submit to County a
termination claim, if applicable. Such claim shall be submitted promptly,but in no event later than 60 days
from the effective date of the termination, unless one or more extensions in writing are granted by County
upon written request of Subrecipient. Upon termination County agrees to pay Subrecipient for all services
performed prior to termination which meet the requirements of Contract, provided, however, that such
compensation combined with previously paid compensation shall not exceed the total compensation set
forth in Contract.Upon termination or other expiration of this Contract,each party shall promptly return to
the other party all papers, materials, and other properties of the other held by each for purposes of
performance of Contract.
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28. Usage:
No guarantee is given by County to Subrecipient regarding usage of this Contract. Usage figures, if
provided, are approximations. Subrecipient agrees to supply services and/or commodities requested, as
needed by County of Orange,at rates/prices listed in Contract,regardless of quantity requested.
29. Usage Reports:
Subrecipient shall submit usage reports on an annual basis to the assigned Deputy Purchasing Agent of
County of Orange user agency/department. The usage report shall be in a format specified by the user
agency/department and shall be submitted 90 days prior to the expiration date of Contract term, or any
subsequent renewal term, if applicable.
30. Proiect Manager,County:
The County shall appoint a Project Manager to act as liaison between the County and the Subrecipient
during the term of this Contract.The County's Project Manager shall coordinate the activities of the County
staff assigned to work with the Subrecipient
The County's Project Manager shall have the right to require the removal and replacement of the
Subrecipient's Project Manager and key personnel. The County's Project Manager shall notify the
Subrecipient in writing of such action. The Subrecipient shall accomplish the removal within three (3)
business days after written notice from the County's Project Manager.The County's Project Manager shall
review and approve the appointment of the replacement for the Subrecipient's Project Manager and key
personnel. Said approval shall not be unreasonably withheld. The County is not required to provide any
additional information, reason or rationale in the event it requires the removal of Subrecipient's Project
Manager from providing further services under the Contract.
31. Permits and Licenses:
Subrecipient shall be required to obtain any and all approvals, permits and/or licenses which may be
required in connection with the permitted operation as set out herein.No permit approval or consent given
hereunder by County in its governmental capacity shall affect or limit Subrecipient's obligations hereunder,
nor shall any approvals or consents given by County as a party to this Contract, be deemed approval as to
compliance or conformance with applicable governmental codes,laws,ordinances,rules,or regulations.
32. Inventory:
County has an ongoing requirement for the commodities indicated in this Contract. Subrecipient shall
maintain a reasonable stock on hand of all commodities for delivery upon request.
33. Order Dates:
Orders may be placed during the term of Contract even if delivery may not be made until after the term of
Contract. Order dates take precedence over delivery dates. Contract must clearly identify the order date on
all invoices to County.
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34. Ownership of Documents:
The County has permanent ownership of all directly connected and derivative materials produced under
this Contract by the Subrecipient. All documents, reports and other incidental or derivative work or
materials furnished hereunder shall become and remains the sole property of the County and may be used
by the County as it may require without additional cost to the County.None of the documents,reports and
other incidental or derivative work or furnished materials shall be used by the Subrecipient without the
express written consent of the County.
35. Satisfactory Work:
Services rendered hereunder are to be performed to the written satisfaction of County. County's staff will
interpret all reports and determine the quality,acceptability and progress of the services rendered.
36. Access and Records:
A. Access. County,the State of California and the United States Government and/or their
representatives, shall have access, for purposes of monitoring, auditing,and examining,to
Subrecipient's activities,books,documents and papers(including computer records and emails)
and to records of Subrecipient's Subcontractors, consultants, contracted employees,bookkeepers,
accountants,employees and participants related to this Contract. Subrecipient shall insert this
condition in each Contract between Subrecipient and a Subcontractor that is approved pursuant to
this Contract and shall require the Subcontractor to agree to this condition. Such departments or
representatives shall have the right to make excerpts,transcripts and photocopies of such records
and to schedule on site monitoring at their discretion.Monitoring activities also may include,but
are not limited to,questioning employees and participants and entering any premises or onto any
site in which any of the services or activities funded hereunder are conducted or in which any of
the records of Subrecipient are kept. Subrecipient shall make available its books,documents,
papers, financial records,etc.,within three(3)days after receipt of written demand by
Administrator which shall be deemed received upon date of sending. In the event Subrecipient
does not make the above referenced documents available within the County of Orange,
California, Subrecipient agrees to pay all necessary and reasonable expenses incurred by County,
or County's designee,in conducting any audit at the location where said records and books of
account are maintained.
B. Records Retention.All accounting records and evidence pertaining to all costs of Subrecipient
and all documents related to this Contract shall be kept available at Subrecipient's office or place
of business for the duration of this Contract and thereafter for four(4)years after completion of
an audit. Records which relate to: (1)complaints,claims,administrative proceedings or litigation
arising out of the performance of this Contract; or(2)costs and expenses of this Contract to
which County or any other governmental department takes exception,shall be retained beyond
the four(4)years until final resolution or disposition of such appeals, litigation,claims,or
exceptions.
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C. Liability. Subrecipient shall pay to County the full amount of County's liability to the State or
Federal government or any department thereof resulting from any disallowance or other audit
exceptions to the extent that such liability is attributable to Subrecipient's failure to perform
under this Contract.
37. Signature in Counterparts:
The Parties agree that separate copies of this Contract and/or electronic signatures and handwritten
signatures may be signed by each of the Parties, and this Contract will have the same force and effect as if
the Original had been signed by all the Parties.
38. Licenses:
At its own expense, Subrecipient and its Subcontractors, if any, shall, at all time during the term of this
Contract, maintain in full force and effect such licenses or permits as may be required by the State of
California or any other government entity. Subrecipient and his/her/its Subcontractors,if any,shall strictly
adhere to, and obey, all governmental rules and regulations now in effect or as subsequently enacted or
modified,as promulgated by any local, State, or Federal governmental entity
39. Reports/Meetings:
The Subrecipient shall develop reports and any other relevant documents necessary to complete the services
and requirements as set forth in Attachment A. The County's Project Manager and the Subrecipient's
Project Manager will meet on reasonable notice to discuss the Subrecipient's performance and progress
under this contract.If requested,the Subrecipient's Project Manager and other project personnel shall attend
all meetings. The Subrecipient shall provide such information that is requested by the County for the
purpose of monitoring progress under this contract.
40. Gratuities:
The Subrecipient warrants that no gratuities, in the form of entertainment,gifts or otherwise, were offered
or given by the Subrecipient or any agent or representative of the Subrecipient to any officer or employee
of the County with a view toward securing the Contract or securing favorable treatment with respect to any
determinations concerning the performance of the Contract. For breach or violation of this warranty, the
County shall have the right to terminate the Contract, either in whole or in part, and any loss or damage
sustained by the County in procuring on the open market any goods or services which the Subrecipient
agreed to supply shall be borne and paid for by the Subrecipient. The rights and remedies of the County
provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided
by law or under the Contract.
41. County Branding Requirements:
Publicity,Literature,Advertisement and Social Media
A. County owns all rights to the name, logos, and symbols of County. The use and/or reproduction
of County's name, logos, or symbols for any purpose, including commercial advertisement,
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promotional purposes, announcements, displays, or press releases,without County's prior written
consent is expressly prohibited.
B. Subrecipient may develop and publish information related to this Contract where all of the
following conditions are satisfied:
1. Subrecipient's Project Manager must provide its written approval of the content and
publication of the information at least 5 days prior to Subrecipient publishing the information,
unless a different timeframe for approval is agreed upon by the Project Manager;
2. Unless directed otherwise by the County's Project Manager,the information will include a
statement that the program,wholly or in part, is funded through County, State and Federal
government funds from the WIOA Program;The information does not give the appearance
that the County, its officers,employees, or agencies endorse:
a. any commercial product or service; and,
b. any product or service provided by Subrecipient, unless approved in writing by the
Subrecipient's Project Manager; and,
If Subrecipient uses social media(such as Facebook, Twitter, YouTube or other publicly available social
media sites)to publish information related to this Contract,Subrecipient shall develop social media policies
and procedures and have them available to the County's Project Manager. Subrecipient shall comply with
County Social Media Use Policy and Procedures as they pertain to any social media developed in support
of the services described within this Contract. The policy is available on the Internet at
http://www.ocgov.com/goviceo/cio/govpolicies.
42. Maximum Obligation:
The total Maximum Obligation of County to the Subrecipient for the cost of services provided in
accordance with this Contract is $30,000, with individual Maximum Obligation budgets for each Fiscal
Year as further detailed in the "Budget Schedule" Attachment.
43. Service Contract—Follow-On Work:
No person,firm,subsidiary or Subcontractor of a firm that has been awarded a consulting services
contract or a contract which includes a consulting component may be awarded a Contract for the
performance of services,the purchase of goods or supplies,or the provision of any other related action
which arises from or can reasonably be deemed an end-product of work performed under the initial
consulting to consulting-related Contract.
44. Subrecipient Bankruptcy/Insolvency:
If the Subrecipient should be adjudged bankrupt or should have a general assignment for the benefit of its
creditors or if a receiver should be appointed on account of the Subrecipient's insolvency,the County
may terminate this Contract.
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OCWEDD TERMS AND CONDITIONS
1. Debarment
Subrecipient shall execute and abide by the Certification Regarding Debarment, Suspension, Ineligibility
and Voluntary Exclusion Lower Tier Covered Transactions, attached hereto and incorporated herein by
this reference,and by so doing declares that it is not debarred or suspended or otherwise excluded from or
ineligible for participation in Federal/State assistance programs in accordance with 29 C.F.R. Part 98.
2. Lobbying Certification
A. Subrecipient shall execute and abide by the terms of the"Certification Regarding Lobbying,"
which is incorporated herein by this reference. Subrecipient shall complete and immediately
forward to the County's Project Manager the Disclosure of Lobbying Activities,a copy of which
is attached hereto and incorporated herein by this reference, if Subrecipient,or any person, firm
or corporation acting on Subrecipient's behalf,engaged or engages in lobbying any federal office,
employee, elected official or agency with respect to this Contract or funds to be received by
Subrecipient pursuant to this Contract.
B. Subrecipient agrees that the funds provided herein shall not be used to promote,directly or
indirectly,any political party,political candidate or political activity,except as permitted by law.
C. Subrecipient shall be in compliance with the Byrd Anti-Lobbying Amendment(31 U.S.C. 1352
and 29 CFR Part 93).
3. Fraud
Subrecipient shall immediately report to the County's Project Manager, in writing,all suspected,alleged,
or known instances and facts concerning possible fraud, abuse or criminal activity by either Subrecipient
or its Subcontractor(s)under this Contract. Subrecipient shall inform staff and the general public of how
to report fraud,waste or abuse through appropriate postings of incident reporting notice.The County's
Anti-Fraud Program can be accessed https://www.ocgov.com/how-do-i/report/fraud-waste-abuse.
Subrecipient shall maintain records, documents,or other evidence of fraud and abuse until otherwise
notified by County.
4. Fiscal Appropriations
This Contract is subject to and contingent upon available local,state,and/or federal funds and applicable
budgetary appropriations being approved by the County of Orange Board of Supervisors for each fiscal
year during the term of this Contract. If such appropriations are not approved,the Contract will be
terminated,without penalty to the County.
5. Fiscal Accountability
A. Subrecipient shall establish and maintain a sound financial management system,based upon generally
accepted accounting principles. Subrecipient's system shall provide fiscal control and accounting
procedures that will include the following:
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1. Information pertaining to sub-grant and Contract awards, obligations,unobligated balances,
assets,expenditures, and income;
2. Effective internal controls to safeguard assets and assure their proper use;
3. A comparison of actual expenditures with budgeted amounts for each sub grant and Contract;
4. Source documentation to support accounting records; and
5. Proper charging of costs and cost allocation.
B. Subrecipient's Records. Subrecipient's records shall be sufficient to:
1. Permit preparation of required reports;
2. Permit tracking of funds to a level of expenditure adequate to establish that funds have not been
used in violation of the applicable restrictions on the use of such funds;
3.Permit the tracking of program income earned,and any costs incurred(such as stand-in costs)
that are otherwise allowable except for funding limitation; and
4.Permit tracking and reporting of leveraging as required by SB734.
C. Costs Charged. Cost shall be charged to this Contract only in accordance with the following:
a. The WIOA;
b. 20 CFR Part 683;
c. State implementing legislation;and
d. Requirements of Other Funding Sources
6. Indirect Costs
Administrative Costs and Indirect Cost Rates(IDCR)are classified as Indirect Costs by the Parties. The
IDCR and Administrative Cost Cap are distinct Indirect Costs.The County of Orange reserves the right to
cap the Administrative Costs at 10%.The Subrecipient's IDCR for the year 2024 is 15.92%. Once the
Subrecipient reaches the 10%Total Indirect Contract Maximum Administrative Cost Cap, Subrecipient
cannot claim reimbursement any administrative cost exceeding the Administrative Cost Cap of 10%of
the total contract amount or expenditures,whichever is less.
7. Dissolution of Entity
Subrecipient shall notify County immediately of any intention to discontinue its existence or bring an
action for dissolution.
8. Performance Standards
Subrecipient shall comply with and adhere to the performance accountability standards and general
program requirements described in Sections 116 (Performance Accountability System)and 194 (General
Program Requirements)of WIOA and applicable regulations contained in the "Performance Standards"
Attachment of this Contract. Should the Performance Requirements defined in the Contract between the
State of California and the County of Orange be changed, County shall have the right to unilaterally
modify this Contract to meet such requirements.
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9. Payments
Subrecipient agrees that any and all funds received under this Contract annually for each respective fiscal
year shall be disbursed on or before March 31,and that any and all funds remaining as of March 31
annually,which have not been disbursed shall be returned by Subrecipient to County within thirty(30)
days of the expiration or earlier termination of the Contract in accordance with the Termination paragraph
of this Contract.No expense of Subrecipient will be reimbursed by County if incurred after March 31 of
each fiscal year.
Upon the effective date of this Contract, County shall make payment to Subrecipient in accordance with
the following payment schedule:
A.Monthly Payments: Beginning the first of the month following the contract effective date,upon
receipt and approval by OC Community Resources—OC Community Services of Subrecipient's
invoice showing prior month(s)actual expenditures, County shall make monthly reimbursement
payments based on Subrecipient's invoice so long as the total payments under this Contract do not
exceed the Contract Maximum Obligation.
B. County Discretion: At the sole discretion of County,payments to Subrecipient may be made
more frequently than monthly,but such payments shall always be in arrears and not in advance of
the provision of services by Subrecipient.
C.Invoices: Subrecipient shall provide monthly invoices by the 10th day following the month
being reported. If the 10th falls on a weekend or holiday,the invoice/data report is due the next
business day. Invoices shall show the most up to date costs chargeable to the program(s)
referenced in this Contract and in accordance with the OC Community Resources Contract
Reimbursement Policy for documenting Subrecipient costs, incorporated herein by this reference.
Failure to provide any of the required documentation will cause County to withhold all or a portion
of a request for reimbursement, or return the entire reimbursement package to Subrecipient, until
such documentation has been received and approved by the County.All costs included on invoices
must be eligible for reimbursement and allowable costs under WIOA and all applicable laws,
regulations,and requirements set forth in the Compliance with Law—Contract Paragraph of this
Contract.
If Subrecipient expenditures for any program referenced in this Contract fall below 20%of planned
expenditures for any cumulative period commencing from the beginning of the term of this Contract,
Subrecipient may be subject to a reduction in funding.No payments will be authorized if any preceding
month's reports or invoices have not been received. Refer to "Payment and Compensation" Attachment of
this Contract for additional information.
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10. Budget Schedule
Subrecipient agrees that the expenditures of any and all funds under this Contract will be in accordance
with the 'Budget Schedule"Attachment,which by this reference is incorporated herein and made a part
hereof as if fully set forth. Subrecipient shall ensure all costs incurred under the Contract,and its
performance hereunder,shall comply with WIOA and all applicable laws,regulations,and requirements
set forth in Compliance with Law—Contract paragraph of this Contract.
11. Modification of Budget Schedule
Upon written approval from the Administrator the Contract Administrator shall have the authority to
transfer allocated program funds from one category of the overall program Budget Schedule to any other
category of the overall Budget Schedule pursuant to a written request submitted by Subrecipient.No such
transfer may be made without the express prior written approval of County. Subrecipients will be limited
to three(3)adjustments per year.Each modification shall be submitted to the County's Project Manager
using the Budget Modification forms provided by the Contract Administrator,no later than ten(10)days
after the end of the first three quarters of the fiscal year as necessary.The County has the right but not the
obligation to make changes to the Budget Schedule at any time. County initiated adjustments will not
count towards the three allowed modifications each year.
12. Annual Audit
Subrecipient shall arrange for an independent audit to be performed by a Certified Public Accountant, for
funds received from County,in accordance with Audit Requirements detailed in the Scope of Services.
13. Non-Discrimination and Compliance Provisions
A. State laws.
i. Subrecipient shall,unless exempted,ensure compliance with the requirements of Cal. Gov. Code
§ 11135 et seq.,and 2 CCR§ 11140 et seq.,which prohibit recipients of state financial assistance
from discriminating against persons based on race, national origin, ethnic group identification,
religion, age, sex,sexual orientation,color, or disability.
ii. Subrecipient's signature affixed hereon shall constitute a certification, under penalty of perjury
under the laws of the State of California,that Subrecipient has, unless exempted, complied with the
nondiscrimination program requirements of Government Code Section 12900 (a-f)and Title 2,
California Code of Regulations, Section 8103.
iii. Subrecipient shall include the nondiscrimination and compliance provisions of this Non-
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Discrimination and Compliance Provisions paragraph"A"in all sub-contracts to perform work
under this Contract.
B. Title VI of Civil Rights Act. Subrecipient hereby agrees that it will comply with Title VI of the Civil
Rights Act of 1964 [42 USC 2000d; 45 CFR 80](P.L. 88-352)and all requirements imposed by or
pursuant to the Regulation of the Department of Health and Human Services(45 CFR Part 80) issued
pursuant to that title,to the end that, in accordance with Title VI of the Act and the Regulation,no person
in the United States shall,on the ground of race,color, or national origin,be excluded from participation
in,be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for
which funds are made available under this Contract. Subrecipient hereby gives assurance that it will
immediately take any measures necessary to effectuate this Contract.
C.Title VII of Civil Rights Act. Subrecipient shall comply with Title VII of the Civil Rights Act of 1964
(42 U.S.C.2000),as amended by the Equal Opportunity Act of March 24, 1972(Public Law No. 92 261),
and with all applicable rules,regulations and orders promulgated pursuant thereto,as now in existence or
as hereafter amended.
D.Disability discrimination. Subrecipient shall comply with Sections 503 and 504 of the Rehabilitation
Act of 1973,as amended(29 U.S.C. 794),the Americans with Disabilities Act of 1990(42 U.S.C. 12101
et seq.), and all requirements imposed by the applicable regulations and guidelines issued pursuant to
those statutes, including 45 CFR,Part 84.
E.Addition and future laws. Other current and future federal and state laws prohibiting discrimination on
the basis of sex,race,color,religion, ancestry,national origin, ethnic group identification,age,mental
disability,physical disability, medical condition,genetic information,marital status,or sexual orientation.
F. Failure to comply.If Subrecipient fails to comply with the requirements of any Sub-Paragraphs of this
Non-Discrimination and Compliance Provisions paragraph,Administrator may withhold payment to
Subrecipient and/or terminate this Contract in accordance with the Termination paragraph.
14. Publication
No copies of sketches,schedules,written documents,computer based data,photographs,maps or graphs,
including graphic art work,resulting from performance or prepared in connection with this Contract, are
to be released by Subrecipient and/or anyone acting under the supervision of Subrecipient to any person,
partnership,company, corporation,or department,without prior written approval by the County, except as
necessary for the performance of the services of this Contract. All press releases, including graphic
display information to be published in newspapers,magazines, or other media of any kind, are to be
administered only by the County unless otherwise agreed to by both Parties.Nothing herein shall limit
Subrecipient's ability to comply with the CPRA, etc., in compliance with the requirements set forth in
Confidentiality paragraph of this Contract.
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15. Drug Free Workplace
Subrecipient hereby certifies compliance with Government Code Section 8355 in matters relating to
providing a drug-free workplace. Subrecipient will:
A.Publish a statement notifying employees that unlawful manufacture,distribution,dispensation,
possession,or use of a controlled substance is prohibited and specifying actions to be taken against
employees for violations, as required by Government Code Section 8355(a)(1).
B.Establish a drug-free awareness program as required by Government Code Section 8355(a)(2)to
inform employees about all of the following:
i. The dangers of drug abuse in the workplace;
ii.The organization's policy of maintaining a drug-free workplace;
iii.Any available counseling,rehabilitation and employee assistance programs; and
iv.Penalties that may be imposed upon employees for drug abuse violations.
C. Provide as required by Government Code Section 8355(a)(3)that every employee who works under
this Contract:
i. Will receive a copy of the company's drug-free policy statement; and
ii. Will agree to abide by the terms of the company's statement as a condition of employment
under this Contract.
D. Failure to comply with these requirements may result in suspension of payments under Contract or
termination of Contract or both, and Subrecipient may be ineligible for award of any future County
contracts if County determines that any of the following has occurred:
i. Subrecipient has made false certification, or
ii. Subrecipient violates the certification by failing to carry out the requirements as noted above.
Subrecipient shall execute and abide by the Certification for a Drug-Free Workplace attached hereto and
incorporated herein by this reference.
16. D-U-N-S Number and Related Information
D-U-N-S Number is a unique,9-digit identifier issued and maintained by the Dun&Bradstreet(D&B)
that verifies the existence of a business entity.The D-U-N-S number is needed to coordinate with the
System for Award Management(SAM)that combines Federal procurement systems and the Catalog of
Federal Domestic Assistance into one new system. https://www.SAM.gov.
The D-U-N-S Number must be provided to County at the County's request and prior to the execution of
this Contract. Subrecipient shall ensure all D-U-N-S information is up to date and the D-U-N-S number
status is "active,"with no active exclusions prior to execution of this Contract. If County cannot access
the Subrecipient's D-U-N-S information related to this Federal subaward on the Federal Funding
Accountability and Transparency Act subaward Reporting system(SAM.GOV)due to errors in the
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Subrecipient's data entry for its D-U-N-S number,the Subrecipient must immediately update the
information as required.
The County reserves the right to verify and validate any information prior to contract award and during
the entire term of the Contract.
17. Program Income
County's Maximum Obligation herein shall be reduced by the amount of any program income earned by
Subrecipient,from sources other than County,as a result of this Contract or the services provided by
Subrecipient pursuant to this Contract.
It shall be the responsibility of Subrecipient to inform the County in writing of any income earned as a
result of this Contract.
It is mutually understood that the State or Federal agency responsible for providing the funding for this
Contract may designate certain revenue of Subrecipient as Program Income.To be designated as Program
Income and therefore, as other than a cost off-set. Subrecipient shall do all of the following:
A. Submit a plan to the County for use of any and all proposed Program Income;and
B. Set-up and maintain a separate bank account for any proposed Program Income and account for any
and all such income received.
C.Report to County any and all Program Income received no later than thirty(30) days from the date of
receipt;record the amount received on Internal financial records; and indicate the amount received on the
monthly claim submitted to County.
County shall then forward the plan for the requested use of the proposed Program Income to the
appropriate State and/or Federal agencies for approval.
Subrecipient shall not spend any of the proposed Program Income unless or until such time as County
obtains authorization for the use of the Program Income from the responsible State and/or Federal agency
and provides Subrecipient with prior written approval for the use of the funds.
County may, in its sole discretion, issue future policy statements and/or instructions with respect to
Program Income. Subrecipient shall immediately comply with such policy statements and/or instructions.
18. Modification of Program Components and Service Levels
The Parties hereto agree that those program components and service levels detailed in various
Attachments of this Contract(i.e. Scope of Service, etc.)may be modified upon mutual written agreement
of the Administrator and Subrecipient so long as the total payments under this Contract are not increased
and the basic goals and objectives of the program are not altered. Should the Federal Government and/or
the State of California modify any program component and/or service level detailed in the various
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Attachments then the County shall have the right to unilaterally modify this Contract to meet such
requirements.
A. County may at any time,unilaterally,by written notification to Subrecipient,make changes within the
general scope of this Contract, including,in the definition of services and tasks to be performed,the
manner in which services are performed,the time and place of performance thereof and additional related
provisions. Changes may be made when necessitated by changes in the Regional Workforce Consulting
Services operations or performance,the operations or performance of Subrecipient, or changes in
applicable statutes,regulations or State of California or Federal mandates or directives, or for other
reasons.The Subrecipient shall review the County's written notification,resolve any questions regarding
the change,and indicate its understanding of the additional expectation within three(3)business days
after receipt of notification. Subrecipient shall perform all such changes promptly but in no event later
than ten(10)business days after receiving County's notification unless otherwise directed by the County.
Such changes will be memorialized into the Contract through a Contract amendment,as soon as
practicable,but shall be effective upon the County's issuance of the notification.
B. Subrecipient and County shall make a good faith effort to reach agreement with respect to changes to
the scope,which affect the price of services under the Contract. Subrecipient's protest or failure to agree
to the amount of any adjustment to be made as a result of the anticipated amendment shall be a dispute for
which an appeal may be made pursuant to this Contract.Notwithstanding the foregoing,the price of
services under this Contract shall not be increased except by written amendment of this Contract
indicating the new services and price of this Contract if applicable. Until the Parties reach agreement,
Subrecipient shall not be obligated to assume increased performance under the anticipated amendment
beyond the limitation of funds established within this Contract.
C. Subrecipient may request changes in the scope of performance or services under this Contract,by
submitting a written request to the County's Project Manager describing the request and its impact on the
Scope of Services and Budget Schedule. The County's Project Manager will review the request and
respond in writing within ten(10)business days.The County's Project Manager's decision whether to
approve the request or request Board of Supervisors' approval shall be final.The Contract Administrator
may approve a request that meets all of the following criteria:
i. It does not materially change the terms of this Contract,and
ii. It is supported by adequate consideration to County.
Board of Supervisors' action is necessary to approve a request from Subrecipient that does not satisfy all
of the criteria listed above.
19. Intellectual Property
A. Federal Funding:
In any Contract funded in whole or in part by the Federal government, County may acquire and maintain
the Intellectual Property rights,title,and ownership,which result directly or indirectly from the Contract,
except as provided in 37 Code of Federal Regulations Part 401.14. Subrecipient agrees to grant the
County, Federal and State governments a royalty-free, non-exclusive, irrevocable,paid-up license
throughout the world to use, duplicate,or dispose of such Intellectual Property throughout the world in
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any manner for governmental purposes and to have and permit others to do so.
B. Ownership:
i. Except where County has agreed in a signed writing to accept a license, County shall be and
remain, without additional compensation,the sole owner of any and all rights,title and interest in
all intellectual property, from the moment of creation,whether or not jointly conceived,that are
made,conceived, derived from, or reduced to practice by Subrecipient or County and which result
directly or indirectly from this Contract.
ii. For the purposes of this Contract, Intellectual Property means recognized protectable rights and
interest such as: patents, (whether or not issued) copyrights,trademarks,service marks,
applications for any of the foregoing, inventions,trade secrets,trade dress,logos, insignia, color
combinations, slogans,moral rights,right of publicity,author's rights, contract and licensing
rights,works,mask works, industrial design rights,rights of priority,know how,design flows,
methodologies, devices,business processes, developments,innovations, good will,any data or
information maintained, collected or stored in the ordinary course of business by County,and all
other legal rights protecting intangible proprietary information as may exist now and/or hereafter
come into existence,and all renewals and extensions,regardless of whether those rights arise under
the laws of the United States,or any other State, country or jurisdiction.
a. For the purposes of the definition of Intellectual Property, "works" means all literary
works,writings and printed matter including the medium by which they are recorded or
reproduced,photographs,art work,pictorial and graphic representations and works of a
similar nature, film,motion pictures,digital images, animation cells, and other audiovisual
works including positives and negatives thereof,sound recordings,tapes, educational
materials, interactive videos,computer software and any other materials or products created,
produced,conceptualized and fixed in a tangible medium of expression. It includes
preliminary and final products and any materials and information developed for the
purposes of producing those final products. "Works" does not include articles submitted to
peer review or reference journals or independent research projects.
iii.In the performance of this Contract, Subrecipient may exercise and utilize certain of its
Intellectual Property in existence prior to the effective date of this Contract. In addition,under this
Contract, Subrecipient may access and utilize certain of County's Intellectual Property in existence
prior to the effective date of this Contract. Except as otherwise set forth herein, Subrecipient shall
not use any of County's Intellectual Property now existing or hereafter existing for any purposes
without the prior written permission of County.Except as otherwise set forth herein,neither the
Subrecipient nor County shall give any ownership interest in or rights to its Intellectual Property to
the other Party. If, during the term of this Contract, Subrecipient accesses any third-party
Intellectual Property that is licensed to County, Subrecipient agrees to abide by all license and
confidentiality restrictions applicable to County in the third-party's license Contract.
iv. Subrecipient agrees to cooperate with County in establishing or maintaining County's exclusive
rights in the Intellectual Property, and in assuring County's sole rights against third parties with
respect to the intellectual Property. If the Subrecipient enters into any Contracts or subcontracts
with other parties in order to perform this Contract, Subrecipient shall require the terms of the
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Contract(s)to include all Intellectual Property Paragraph provisions of this Contract(A)through
(I). Such terms must include, but are not limited to,the subcontractor assigning and agreeing to
assign to County all rights,title and interest in Intellectual Property made,conceived,derived
from,or reduced to practice by the subcontractor, Subrecipient or County and which result directly
or indirectly from this Contract or any subcontract.
v. Pursuant to(B)(iv)of the Intellectual Property Paragraph of this Contract,the requirement for
the Subrecipient to include all Intellectual Property Paragraph provisions(A)through(I)of the
Intellectual Property Paragraphs in all contracts and subcontracts it enters into with other parties
does not apply to contracts or subcontracts that are for customized and on-the-job training as
authorized under 20 CFR 680.700-840.
vi. Subrecipient further agrees to assist and cooperate with County in all reasonable respects, and
execute all documents and, subject to reasonable availability,give testimony and take all further
acts reasonably necessary to acquire,transfer,maintain, and enforce County's Intellectual Property
rights and interests.
C.Retained Rights/License Rights:
i. Except for Intellectual Property made,conceived,derived from,or reduced to practice by
Subrecipient or County and which result directly or indirectly from this Contract, Subrecipient
shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in
existence prior to the effective date of this Contract. Subrecipient hereby grants to County,without
additional compensation,a permanent,non-exclusive,royalty free,paid-up,worldwide,
irrevocable,perpetual,non-terminable license to use,reproduce,manufacture, sell,offer to sell,
import,export,modify,publicly and privately display/perform,distribute, and dispose of
Subrecipient's Intellectual Property with the right to sublicense through multiple layers,for any
purpose whatsoever,to the extent it is incorporated in the Intellectual Property resulting from this
Contract,unless Subrecipient assigns all rights,title and interest in the Intellectual Property as set
forth herein.
ii.Nothing in this provision shall restrict,limit, or otherwise prevent Subrecipient from using any
ideas,concepts, know-how,methodology or techniques related to its performance under this
Contract,provided that Subrecipient's use does not infringe the patent, copyright,trademark rights,
license or other Intellectual Property rights of County or third party,or result in a breach or default
of any provisions of the Intellectual Property Paragraphs(A)through(I)or result in a breach of
any provisions of law relating to confidentiality.
D. Copyright:
i, Subrecipient agrees that for purposes of copyright law, all works(as defined in Ownership,
Intellectual Property Paragraph(B)(ii)of authorship made by or on behalf of Subrecipient in
connection with Subrecipient's performance of this Contract shall be deemed"works made for
hire." Subrecipient further agrees that the work of each person utilized by Subrecipient in
connection with the performance of this Contract will be a"work made for hire," whether that
person is an employee of Subrecipient or that person has entered into a contract with Subrecipient
to perform the work. Subrecipient shall enter into a written Contract with any such person that(i)
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all work performed for Subrecipient shall be deemed a"work made for hire"under the Copyright
Act and(ii)that person shall assign all right,title,and interest to County to any work product
made,conceived,derived from or reduced to practice by Subrecipient or County and which result
directly or indirectly from this Contract.
ii.All materials, including,but not limited to,computer software,visual works or text,reproduced
or distributed pursuant to this Contract that include Intellectual Property made, conceived, derived
from, or reduced to practice by Subrecipient or County and which result directly or indirectly from
this Contract may not be reproduced or disseminated without prior written permission from
County.
E.Patent Rights:
With respect to inventions made by Subrecipient in the performance of this Contract,which did not result
from research and development specifically included in the Contract's Scope of Services, Subrecipient
hereby grants to County a license as described under Intellectual Property Paragraph(C)for devices or
material incorporating, or made through the use of such inventions.If such inventions result from
research and development work specifically included within the Contract's Scope of Services,then
Subrecipient agrees to assign to County,without additional compensation,all its right,title and interest in
and to such inventions and to assist County in securing United States and foreign patents with respect
thereto.
F. Third Party Intellectual Property:
Except as provided herein, Subrecipient agrees that its performance of this Contract shall not be
dependent upon or include any Intellectual Property of Subrecipient or third party without first: (i)
obtaining County's prior written approval; and(ii)granting to or obtaining for County's,without
additional compensation,a license, as described in Intellectual Property Paragraph(C)for any of
Subrecipient's or third-party's Intellectual Property in existence prior to the effective date of this
Contract. If such a license upon these terms is unattainable,and County determines that the Intellectual
Property should be included in or is required for Subrecipient's performance of this Contract,
Subrecipient shall obtain a license under terms acceptable to County.
G. Warranties:
i. Subrecipient represents and warrants that:
a. Subrecipient has secured and will secure all rights and licenses necessary for its
performance of this Contract.
b.Neither Subrecipient's performance of this Contract, nor the exercise by either Party of
the rights granted in this Contract, nor any use,reproduction,manufacture, sale, offer to sell,
import,export,modification,public and private display/performance, distribution,and
disposition of the Intellectual Property made,conceived, derived from, or reduced to
practice by Subrecipient or County and which result directly or indirectly from this Contract
will infringe upon or violate any Intellectual Property right,non-disclosure obligation, or
other proprietary right or interest of any third-party or entity now existing under the laws of,
or hereafter existing or issued by,any State,the United States,or any foreign country. There
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are currently no actual or threatened claims by any such third party based on an alleged
violation of any such right by Subrecipient.
c.Neither Subrecipient's performance nor any part of its performance will violate the right
of privacy of or constitute a libel or slander against any person or entity.
d. Subrecipient has secured and will secure all rights and licenses necessary for Intellectual
Property including, but not limited to, consents,waivers or releases from all authors of
music or performances used, and talent(radio,television and motion picture talent),owners
of any interest in and to real estate,sites locations,property or props that may be used or
shown.
e. Subrecipient has not granted and shall not grant to any person or entity any right that
would or might derogate, encumber,or interfere with any of the rights granted to County in
this Contract.
f. Subrecipient has appropriate systems and controls in place to ensure that State funds will
not be used in the performance of this Contract for the acquisition,operation or maintenance
of computer software in violation of copyright laws.
g. Subrecipient has no knowledge of any outstanding claims,licenses or other charges, liens
or encumbrances of any kind or nature whatsoever that could affect in any way
Subrecipient's performance of this Contract.
ii. COUNTY MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY
RESULTING FROM THIS CONTRACT DOES NOT INFRINGE UPON ANY PATENT,
TRADEMARK, COPYRIGHT OR THE LIKE,NOW EXISTING OR SUBSEQUENTLY
ISSUED.
H. Intellectual Property Indemnity:
i. Subrecipient shall indemnify,defend and hold harmless County and its licensees and assignees,
elected and appointed officials, officers, directors,employees, agents,representatives, successors,
and users of its products, ("Indemnitees")from and against all claims, actions, damages, losses,
liabilities(or actions or proceedings with respect to any thereof), whether or not rightful, arising
from any and all actions or claims by any third party or expenses related thereto(including, but not
limited to, all legal expenses, court costs, and attorney's fees incurred in investigating, preparing,
serving as a witness in,or defending against, any such claim action,or proceeding, commenced or
threatened)to which any of the Indemnitees may be subject,whether or not Subrecipient is a party
to any pending or threatened litigation,which arise out of or are related to:
a. The incorrectness or breach of any of the representations,warranties,covenants or
agreements of Subrecipient pertaining to Intellectual Property;or,
b. Any Intellectual Property infringement,or any other type of actual or alleged
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infringement claim,arising out of County's use,reproduction,manufacture,sale, offer to
sell, distribution, import, export,modification, public and private performance/display,
license, and disposition of the Intellectual Property made, conceived,derived from, or
reduced to practice by Subrecipient or County and which result directly or indirectly from
this Contract.This indemnity obligation shall apply irrespective of whether the infringement
claim is based on a patent,trademark or copyright registration that was issued after the
effective date of this Contract. County reserves the right to participate in and/or control, at
Subrecipient's expense, any such infringement action brought against County.
ii. Should any Intellectual Property licensed by the Subrecipient to County under this Contract
become the subject of an Intellectual Property infringement claim Subrecipient will exercise its
authority reasonably and in good faith to preserve County's right to use the licensed Intellectual
Property in accordance with this Contract at no expense to County. County shall have the right to
monitor and appear through its own counsel (at Subrecipient's expense)in any such claim or
action. In the defense or settlement of the claim, Subrecipient may obtain the right for County to
continue using the licensed intellectual Property or,replace or modify the licensed Intellectual
Property, so that the replaced or modified Intellectual Property becomes non-infringing provided
that such replacement or modification is functionally equivalent to the original licensed Intellectual
Property.If such remedies are not reasonably available, County may be entitled to a refund of all
monies paid under this Contract, without restriction or limitation of any other rights and remedies
available at law or in equity.
iii. Subrecipient agrees that damages alone would be inadequate to compensate County for breach
of any term of these Intellectual Property Paragraph provisions(A)through(I)by Subrecipient.
Subrecipient acknowledges County would suffer irreparable harm in the event of such breach and
agrees County shall be entitled to obtain equitable relief,including without limitation an
injunction,from a court of competent jurisdiction,without restriction or limitation of any other
rights and remedies available at law or in equity.
I. Survival:
The provisions set forth herein shall survive any termination or expiration of this Contract or any Contract
schedule.
20. Complaint Resolution Process and Grievance Procedures for Participants
Subrecipient shall comply with grievance procedures, as defined by the program's funding stream.
Subrecipient shall advise participants of their right to file complaints and of the procedures for resolution
of complaints. Subrecipient shall follow program's procedures for handling complaints which is available
from the County's Project Manager for alleging a violation of regulations, grants or other agreements.
Any decision of the County,the State or the Federal government relating to the complaint shall be
binding on Subrecipient.
Subrecipient shall post the entire Notice of the Grievance Procedure Process in a location that is
commonly visible for program participants on its website and at its service location(s).
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21. Sectarian Activities
Subrecipient certifies that this Contract does not aid or advance any religious sect,church or creed for a
purpose that is sectarian in nature,nor does it help to support or sustain any school,college,university,
hospital or other institution controlled by any religious creed, church, or sectarian denomination.
22. Standards of Conduct
A. General Assurance.Every reasonable course of action will be taken by Subrecipient in order to
maintain the integrity of this expenditure of public funds and to avoid favoritism and questionable or
improper conduct.
This Contract will be administered in an impartial manner, free from efforts to attain personal,financial or
political gain. Subrecipient, its officers and employees, in administering this Contract,will avoid
situations which give rise to a suggestion that any decision was influenced by prejudice, bias, special
interest or desire for personal gain.
B. Employment of Former State or County Employees. Subrecipient will ensure that any of its employees
who were formerly employed by the State of California or County, in a position that could have enabled
such individuals to impact policy regarding or implementation of programs covered by this Contract,will
not be assigned to any part or phase of the activities conducted pursuant to this Contract for a period of
not less than two years following the termination of such employment.
C. Conducting Business Involving Relatives.No relative by blood,adoption or marriage of any executive
or employee of Subrecipient will receive favorable treatment when considered for enrollment in programs
provided by,or employment with Subrecipient.
D. Conducting Business Involving Close Personal Friends and Associates.Executives and employees of
Subrecipient will be particularly aware of the varying degrees of influence that can be exerted by personal
friends and associates and, in administering this Contract, will exercise due diligence to avoid situations
which give rise to an assertion that favorable treatment is being granted to friends and associates. When it
is in the public interest for Subrecipient to conduct business with a friend or associate of an executive or
employee of Subrecipient or an elected official in the area or a staff person or consultant who is a member
or officer of the Board of Directors or other official governing body of Subrecipient,a permanent record
of the transaction will be retained.
E. Avoidance of Conflict of Economic Interest.No executive or employee of Subrecipient, elected
official in the area, or any staff person or consultant who is a member or officer of the Board of Directors
or other official governing body of Subrecipient will solicit or accept money or any other consideration
from a third person,for the performance of an act reimbursed in whole or part by Subrecipient or County.
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23. Literature/Publicity
Any literature distributed by Subrecipient for the purpose of apprising businesses,participants,or the
general public of its programs under this Contract shall state that its program,wholly or in part, is funded
through County, State and Federal government funds;are supported by the County of Orange and the
Orange County Development Board and shall state that the program is an"equal opportunity
employer/program" and that"auxiliary aids and services are available upon request to individuals with
disabilities."
24. Participants
A. Eligibility- Only participants who have been determined to meet all federal eligibility requirements to
receive WIOA Title I Career Services and training hereunder shall be enrolled by Subrecipient in any
occupational training. Determinations that participants meet federal eligibility requirements shall be made
by the Orange County Workforce Solutions Center funded by County, and, when applicable, by City of
Santa Ana - Regional Workforce Services.
B. Benefits- Benefits shall be provided to participants in accordance with the standards and requirements
set forth in the Act, including Section 181.
C. Rights and Privileges- All participants enrolled in courses pursuant to the Contract shall be entitled to
all the rights and privileges to which other Subrecipient students are entitled, including, but not limited to,
special instruction, use of facilities on Subrecipient's premises such as the libraries and learning centers,
counseling, student body activities, and veterans' benefits. Subrecipient's representatives will provide
academic counseling for participants and inform them of Subrecipient's services available to them.
D.Labor standards-Subrecipient shall adhere to the Labor standards described in the Act,including Section
181 of the Act, and all other applicable codes and regulations.
25. Pell Grants/HEA Title IV
If Subrecipient provides any services under this Contract to applicants for or recipients of Pell Grants or
awards pursuant to Title IV of the Higher Education Act,Subrecipient shall cooperate with County's Project
Manager in coordinating these grants and awards with WIOA funding in accordance with 20 C.F.R.663.320
and section 134 (d) of the Act.
26. Policies and Procedures
Subrecipient shall monitor its program for compliance with the provisions of this Contract. Subrecipient
shall also comply with all applicable parts of County's WIOA Policies and Procedures for recruitment,
intake, assessment and referral, copies of which are available from County's Project Manager.
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27. Sweat-free Code of Conduct
All Subrecipients contracting for the procurement or laundering of apparel,garments or corresponding
accessories,or the procurement of equipment,materials,or supplies, other than procurement related to a
public works contract, declare under penalty of perjury that no apparel,garments or corresponding
accessories,equipment, or supplies have been furnished to the Subrecipient from sources that include
sweatshop labor,forced labor,convict labor, indentured labor under penal sanction, abusive forms of
child labor or exploitation of children in sweatshop labor. The Subrecipient further declares under penalty
of perjury that they adhere to the Sweat-free Code of Conduct as set forth on the California Department of
Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108.
The Subrecipient agrees to cooperate fully in providing reasonable access to the Subrecipient's records,
documents, agents or employees, or premises if reasonably required by authorized officials of the State or
County,the Department of Industrial Relations, or the Department of Justice to determine the
Subrecipient's compliance with the requirements under this paragraph.
28. S.W.A.G
The Subrecipient and its Subcontractor/Vendors shall comply with Governor's Executive Order 2-18-
2011,which bans expenditures on promotional and marketing items colloquially known as"S.W.A.G."or
"Stuff We All Get."
29. Corporate Status
All corporate Subrecipients shall be registered with the California Secretary of State and shall be in good
standing,without suspension by the California Secretary of State,Franchise Tax Board,or Internal
Revenue service.The corporate Subrecipient shall maintain the good status standing with the Secretary of
State of California throughout the term of this Contract.Any change in corporate status or suspension
shall be reported by Subrecipient immediately in writing to County's Project Manager. If Subrecipient
fails to maintain good standing or has failed to be in good standing at the time of the effective date of this
Contract, County, in addition to all remedies available under the law and this Contract,pursuant to
Termination provision of this Contract,terminate this Contract for cause.
Subrecipient, by signing this Contract, does swear under penalty of perjury that no more than one(1)final
unappealable finding of contempt of court by a federal court has been issued against Subrecipient within
the immediately preceding two-year period because of Subrecipient's failure to comply with an order of a
federal court which orders the Subrecipient to comply with an order of the National Labor Relations
Board.
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30. Equipment
All computer-related and electronic equipment purchased with funds provided under this Contract or
which are furnished to Subrecipient by County shall be considered"Equipment."This includes,but is not
limited to laptops,desktop computers, iPads, cell phones,PDAs, cameras, and DVD players. Title to all
items of Equipment purchased vests and will remain in County, and as such shall be designated by
County's Project Manager. The use of such items of Equipment is limited to the performance of this
Contract. Upon the termination of this Contract, Subrecipient shall immediately return any items of
Equipment to County or its representatives or dispose of them in accordance with the directions of
County's Project Manager.
Subrecipient further agrees to the following:
A.To maintain all items of Equipment in good working order and condition, except for normal wear and
tear.
B.To label all items of Equipment, do periodic inventories as required by County's Project Manager and
to maintain an inventory list showing where and how the Equipment is being used, in accordance with
procedures developed by County's Project Manager.All such lists shall be submitted to County's Project
Manager within ten(10)days of the request,therefore Inventory lists must be maintained for four(4)
years after final disposition of property.
C.To report in writing to County's Project Manager immediately after discovery,the loss or theft of any
items of Equipment.For stolen items,the local law enforcement agency must be contacted,and a copy of
the police report submitted to County's Project Manager.
D. To purchase a policy or policies of insurance covering loss or damage to any and all Equipment
purchased under this Contract,in the amount of the full replacement value thereof,providing protection
against the classification of fire, extended coverage,vandalism,malicious mischief and special extended
perils(all risks)covering the Parties' interests as they appear.
E.The purchase of any Equipment by Subrecipient shall be requested by Subrecipient in writing, shall
require the prior written approval of the Administrator and shall fulfill the provisions of this Contract
which are appropriate and directly related to Subrecipient's service or activity under the terms of this
Contract.County may refuse reimbursement for any costs resulting from Equipment purchased, which are
incurred by Subrecipient, if prior written approval has not been obtained from County's Project Manager.
31. Compliance with Law-Contract:
In its performance under this Contract, Subrecipient shall fully comply with the requirements of the
following,whether or not otherwise referred to in this Contract:
A. WIOA and all applicable Federal statues,regulations, policies,procedures and directives, including but
not limited to, 20 CFR Parts 676 through 678 and Parts 675,679 through 687.
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i.All applicable standards and orders and requirements issued under Section 306 of the Clean Air
Act https://www.gpo.gov/fdsys/pkg/USCODE-2013-title42/html/USCODE-2013-tit1e42-chap85-
subchaplIl-sec7606.htm, Section 508 of the Clean Water Act and Environmental Protection
Agency regulations https://www.epa.gov/enforcement/clean-water-act-cwa-and-federal-facilities
ii.All mandatory standards and policies relating to energy efficiency as particularized in the State
Energy Conservation Plan(Title 20,California Code of Regulations), as required by the U.S.
Energy Policy and Conservation Act(P.L.94-163)as each may now exist or be thereafter
amended; https://www.ecfr.gov/current/title-10/part-420
iii.Davis-Bacon Act https://www.law.cornell.edu/cfr/text/29/part-5 "Labor Standards Provisions
Applicable to Contracts Covering Federally Financed and Assisted Construction"
iv. Copeland"Anti-Kickback"Act https://www.dol.gov/agencies/whd/government-
contracts/copeland-anti-kickback
v.Byrd Anti-Lobbying Amendment https://www.law.comell.edu/cfr/text/29/part-93
vi. Compliance with Section 6002 of the Solid Waste Disposal Act
https://www.ecfr.gov/current/title-45/section-75.331
vii.Equal Employment Opportunity provisions in Executive Order(E.O.) 11246,as amended by
E.O. 11375 https://www.presidency.ucsb.edu/documents/executive-order-11246-equal-
employment-opportunity and supplemented by the requirements of 41 CFR Part 60.
https://www.law.cornell.edu/cfr/text/41/chapter-60
viii.Compliance with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act
http://law.justia.com/codes/us/1997/tit1e40/chaps/subchapii/sec328
B.All applicable State statues, regulations,policies,procedures and directives;
C.All applicable County policies, procedures and directives;
D.All applicable local ordinances and requirements, including use permits and licensing;
E. Court orders applicable to Subrecipient's operations;
F.All federal and state guidance and training and employment guidance letters; and
G.The terms and conditions of this Contract,including Attachments and Exhibits.
Nothing in this Compliance with Law-Contract Paragraph shall limit Subrecipients obligations or
County's rights or Subrecipient's obligations under Compliance with Laws Paragraph or under any other
provision in the Contract.
32. Other Requirements—Program Confidentiality
A. Without prejudice to or limitation of any other Section/Paragraph of this Contract,Subrecipient shall,
where applicable,maintain the confidential nature of information provided to it concerning participants in
accordance with the requirements of Federal and State law. However, Subrecipient shall submit to
County,the State of California and/or the United States government or their representatives,all records
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requested for administrative purposes,including audits, examinations,monitoring and verification of
reports submitted by Subrecipient,costs incurred and services rendered hereunder.
B. Subrecipient shall require all of its employees,agents, subcontractors and volunteer staff who may
provide services to Subrecipient under this Contract to sign an agreement with Subrecipient before
commencing the provision of any such services,to maintain the confidentiality of any and all materials
and information with which they may come into contact, or the identities or any identifying characteristics
or information with respect to any and all participants referred to Subrecipient by County, except as may
be required to provide services under this Contract or to those specified in this Contract as having the
capacity to audit Subrecipient,and as to the latter,only during such audit. Subrecipient shall provide
reports and any other information required by County in the administration of this Contract,and as
otherwise permitted by law.
C. The State of California Information Practices Act of 1977 sets forth certain requirements and
safeguards regarding records pertaining to individuals,including the rights of access by the subject
individual and by third parties. The disclosure of information from student records is governed by the
Federal Family Educational Rights and Privacy Act(FERPA)and in part by the State of California
Education Code and Subrecipient Policies Applying to the Disclosure of Information and Student
Records. It is the purpose of these policies to provide reasonable interpretations of those laws and to
protect the student's right to privacy.The Federal Family Educational Rights and Privacy Act(FERPA)is
a U.S. federal law that protects the privacy of student records.Generally,this law states schools must
have written permission from the student in order to release any information from a student's education
record.
The Subrecipient shall be guided by the following principles: (1)the release of any personally identifiable
student information to any third parties shall be managed in ways that are in compliance with FERPA and
(2)the information in the student's file should be disclosed to the student upon request.Therefore,
Subrecipient shall procure the written consent from students enrolled through the County allowing
Subrecipient to disclose to the participants' employer,County of Orange, State of California, or U.S.
Department of Labor student information such as grades,academic disputes and other matters related to a
student's status as a student. Such consent shall be obtained materially in the form,titled Family
Educational Rights and Privacy Act(FERPA)Authorization to Release Information to a Designated Third
Party.
D. Subrecipient agrees that any and all subcontracts entered into shall be subject to the confidentiality
requirements of this Contract.
33. Contingent Fees
The Subrecipient warrants that no person or selling agency has been employed or retained to solicit or
secure this Contract upon an agreement or understanding for a commission,percentage, brokerage,or
contingent fee, except bona fide employees of the Subrecipient or bona fide established commercial or
selling agencies maintained by the Subrecipient for the purpose of securing business.
For breach or violation of this warranty,the County shall have the right to terminate this Contract in
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accordance with the termination clause and at its sole discretion to deduct from the Contract price or
consideration, or otherwise recover, the full amount of such commission,percentage, brokerage, or
contingent fee from the Subrecipient.
34. Transitional Requirements
One-hundred and eighty(180)days prior to the expiration/cancellation of the term of the Contract,
Subrecipient shall provide the County with a plan for transitioning services provided under this Contract
to the County, or third party(ies)designated by the County,upon the termination or expiration of the
Contract for any reason("Termination Transition Plan"). Subrecipient's Termination Transition Plan shall
include all details necessary to guide Subrecipient, County, and other third-party vendors through the
process of migrating all functions and services previously performed by Subrecipient to the County or its
new designee(s)and shall include at least the following elements:
a. Meets County timeline requirements;
b.Details specific transition activities to be accomplished;
c.Assigns responsibility for owning the execution of each transition activity;
d.Assigns responsibility for all supporting roles for each transition activity;
e. Includes timelines detailing expected durations for each transition activity;
f.Is documented and available to all entities associated with providing services under the Contract;
g.Ensures appropriate subject matter experts are assigned to plan development; and
h.Identifies termination risks associated with transitioning the services.
The County shall have the right to approve and request modifications to the Termination Transition Plan,
and Subrecipient shall make all such modifications in a timely manner.
The Parties acknowledge and agree that County's operations are dependent on the services provided
under this Contract and County's inability to receive such services may result in irreparable damages to
County.
The provisions of this clause shall survive the expiration or termination of this Contract.
35. Set-Off
In addition to,and cumulative of, all other remedies at law, in equity or provided under this Contract,
County may set off against any and all amounts otherwise payable to Subrecipient pursuant to any of the
provisions of this Contract: (A)any and all amounts claimed by County in good faith to be owed by
Subrecipient to County pursuant to any of the provisions of this Contract;(B)any and all amounts
claimed by County in good faith to be owed by Subrecipient pursuant to any other written agreement
between the Parties;and(C) any costs previously invoiced by Subrecipient that(i)have been determined
by the County, or applicable California or federal authority,to be disallowed or ineligible under WIOA
and/or all applicable laws, regulations, and requirements set forth in the Compliance with Law—Contract
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Paragraph of this Contract,and (ii)have not been reimbursed to the County after sixty-days' notice that
such cost is disallowed or ineligible under WIOA.Within forty-five(45) calendar days after any such set-
off by County, County shall provide Subrecipient with a written accounting of such set-off and a written
statement of the reasons therefore.
36. No Termination or Suspension of Services(Continued Performance)
Notwithstanding anything to the contrary contained herein, and even if any dispute arises between the
Parties or Subrecipient alleges the County's breach of contract, and regardless of whether the Parties
require at any time the use of any dispute resolution procedures in the Disputes—Contract Paragraph or
otherwise established by the Parties in writing, or the exercise of the Set-Off Paragraph, in no event nor
for any reason shall Subrecipient, during the term of the Contract,suspend or otherwise interrupt the
provision of services to the County or under this Contract,interrupt any obligations of or related to a
Termination Transition Plan, disable any assets used to provide services, or perform any other action that
prevents, impedes, or reduces in any way the provision of services or the County's ability to conduct its
activities,unless: (A)authority to do so is granted by the County's Contract Administrator(or his or her
designee) in writing or conferred by a court of competent jurisdiction; or,(B)the term of this Contract has
expired, or been terminated pursuant to the Termination Paragraph hereof and Subrecipient has performed
all services required to complete the Termination Transition Plan to the satisfaction of the County,and the
Contract Administrator has provided written notice thereof.
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SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the date following their
respective signatures.
CITY OF SANTA ANA,*
[Myna!by Alvaro Nunez City Manager 1/28/2025
Signature Name Title Date
ATTEST:
Slynetl by
Jennifer Hall city clerk 1/28/2025
Signature \ .J Name Title Date
APPROVED AS TO FORM:
[wcfvSigned
„
ta GarCia—Mau, Andrea Garcia-Miller Assistant city Attorney 1/24/2025
Signature Name Title Date
RECOMMENDED FOR APPROVAL:
[Mac( .Garay
u Michael Garcia Department Director 1/23/2025
HSdC7f709.A1_
ignature Name Title Date
COUNTY OF ORANGE,A political subdivision of the State of California
COUNTY AUTHORIZED SIGNATURE:
[ te a
(,G,al.G1ar�. shd ward Deputy Purchasing Agent 1/28/2025
Signature Name Title Date
* If the contracting party is a corporation,(2)two signatures are required:one(1)signature by the Chairman
of the Board, the President or any Vice President; and one (1) signature by the Secretary, any Assistant
Secretary, the Chief Financial Officer or any Assistant Treasurer. The signature of one person alone is
sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two categories
described above. For County purposes, proof of such dual office holding will be satisfied by having the
individual sign the instrument twice, each time indicating his or her office that qualifies under the above
described provision. In the alternative, a single corporate signature is acceptable when accompanied by a
corporate resolution demonstrating the legal authority of the signee to bind the corporation.
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ATTACHMENT A- SCOPE OF SERVICES
1. Scope of Services
I.PURPOSE
The purpose of this Contract is to provide Regional Workforce Consulting Services that support federally
funded services offered through the Workforce Innovation and Opportunity Act(WIOA)and by the Orange
County Workforce Development Board (OCWDB) and its Subrecipients for Workforce Services and
Initiatives in the Orange County Region. Subrecipient shall provide Workforce Services and Initiatives as
a partner in the Orange Workforce Alliance,formerly known as the Orange Regional Planning Unit.
II. SERVICES
Regional Planning and Implementation— Collaborate with the OCWDB in establishing and facilitating
regional goals and objectives; developing regional strategies, policies, and programs as part of regional
planning and infrastructure development; focus on targeted populations, communities, and/or WIOA
activities as a key partner in the state identified Regional Planning Unit.
a.Monitoring and Evaluation Services will also be available if needed.
III.DELIVERABLES
a. Subrecipient will be called upon to provide at a minimum but not limited to the following
services on an as-needed basis:
a. Regional Plan Implementation 5.0
i. Collaborate with OCWDB in developing establishing and facilitating a post-COVID-
19 Economic Development Strategy that supports regional goals and objectives;
developing regional strategies,policies, and programs as part of regional planning
and infrastructure development.
ii. Collaborate with OCWDB to address the identified needs, service gaps, existing
resources, and potential partnerships in the region.
iii. Assist OCWDB and Regional Organizer(RO)with building community partnerships
in the 4 identified industry sectors;targeting special resources to support post-
COVID-19 recovery strategies focusing on race,equity,and high road economy.
iv. Promote regional collaboration and support of the regional plan implementation
activities.
v. Attend regional workforce development board partner meetings and training.
vi. Assist in the development and implementation of capacity building,training, and
development opportunities for staff and partners.
I. Invoices are due on the 20th of each month for the previous month's expenditures in
accordance with the "OC Community Resources Contract Reimbursement Policy"Exhibit of
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this Contract. Subrecipient has a 30-day grace period after the 20th of the month to submit
the invoice, with the following exceptions: (1)the final close-out invoice must be submitted
by the 15th of the month following the month being reported and(2)the invoices for May
and June business must be submitted by the 15th of June and 15th of July,respectively.
2. Due dates of project and program development activities will be project-specific and will be
determined at the time of the project assignment.
Subrecipient will be provided access to the Project Manager who will assist with the scheduling and
information needed to complete the required deliverables for said services and projects pertaining to the
Orange Workforce Alliance.
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ATTACHMENT B -PAYMENT AND COMPENSATION
1. Compensation:
This is a firm fixed fee Contract between County and Subrecipient for Regional Workforce Consulting
Services as set forth in the"Scope of Services"Attachment.
Subrecipient agrees to accept the specified compensation as set forth in this Contract as full payment for
performing all services and furnishing all staffing and materials required, for any reasonably unforeseen
difficulties which may arise or be encountered in the execution of the services until acceptance, for risks
connected with the services, and for performance by Subrecipient of all its duties and obligations
hereunder. Subrecipient shall only be compensated as set forth herein for work performed in accordance
with the Scope of Services. County shall have no obligation to pay any sum in excess of the fixed rates
specified herein unless authorized by amendment in accordance with Articles "Changes" and
"Amendments" of County Contract Terms and Conditions, which may require approval by the
County Board of Supervisors.
2. Fees and Charges:
County will pay the fees and charges in accordance with the provisions of this Contract. Payment shall be
as follows:
Line Item Description Unit of Unit Cost
Measurement
1 City of Santa Ana — Regional Workforce Consultingeach $30,000.00
Services
TOTAL NOT TO EXCEED AMOUNT OF: $30,000.00
3. Price Increase/Decreases:
No price increases will be considered during the first year/term of the Contract. County requires
documented proof of cost increases on Contracts prior to any price adjustment. A minimum of 30-days
advance notice in writing is required for consideration of such adjustment. No retroactive price adjustments
will be considered. All price decreases will automatically be extended to County of Orange. County may
enforce,negotiate, or cancel escalating price Contracts or take any other action it deems appropriate, as it
sees fit. The net dollar amount of profit will remain firm during the period of Contract. Adjustments
increasing Subrecipient's profit will not be allowed.
4. Firm Discount and Pricing Structure:
Subrecipient guarantees that prices quoted are equal to or less than prices quoted to any other local, State
or Federal government entity for services of equal or lesser scope. Subrecipient agrees that no price
increases shall be passed along to County during the term of this Contract not otherwise specified and
provided for within this Contract.
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5. Subrecipient's Expense:
Subrecipient will be responsible for all costs related to photo copying, telephone communications and fax
communications while on County sites during the performance of work and services under this Contract.
6. Payment Terms—Payment in Arrears:
Invoices are to be submitted in arrears to the user agency/department to the ship-to address,unless otherwise
directed in this Contract. Subrecipient shall reference Contract number on invoice. Payment will be net 30
days after receipt of an invoice in a format acceptable to County of Orange and verified and approved by
the agency/department and subject to routine processing requirements. The responsibility for providing an
acceptable invoice rests with Subrecipient.
Billing shall cover services not previously invoiced.The Subrecipient shall reimburse the County of Orange
for any monies paid to the Subrecipient for services not provided or when services do not meet the Contract
requirements and/or are not eligible for reimbursement or allowable costs under WIOA and all applicable
laws,regulations,and requirements set forth in Article"Compliance with Law—Contract" of this Contract.
No payments will be made if any preceding months' data, reports, or invoices are outstanding, unless
otherwise approved by the Administrator.
No payments will be made for costs incurred by Subrecipient which are not"allowable costs"applicable to
Subrecipient under 2 CFR Part 200.
Whenever Subrecipient is not in compliance with any provision of this Contract,County's Project Manager,
may withhold payment or a portion thereof until such time Subrecipient comes into compliance.
County shall promptly review invoices submitted by Subrecipient and, within thirty (30) days after
receiving each invoice, County shall either: (a) approve such invoice in its entirety; or (b) notify
Subrecipient,in writing,of those portion(s)of such invoice that are denied,together with the reasons stated
therefore(i.e.disallowed cost, lack of documentation,etc.).
County's Project Manager, also reserves the right to refuse and withhold payment to Subrecipient for later
disallowed costs;or for any expenditure determined by County's Project Manager,not to be in compliance
with this Contract, or unrelated to activities for which this Contract provides, or inappropriate to such
activities;or for which there is inadequate supporting documentation presented;or for which prior approval
was required but was either not requested or not granted. Payment to Subrecipient may be refused until
County receives reimbursement from Subrecipient for any Subrecipient outstanding disallowed costs.
Total Monthly Costs may exceed one-twelfth of the Maximum Obligation of County. Upon receipt of
sufficient written justification from the Subrecipient, as determined in the sole discretion of the County's
Project Manager,or designee,the Project Manager,has the discretion, in any given month, to pay over the
monthly one-twelfth of the Maximum Obligation.
Payments made by County shall not preclude the right of County from thereafter disputing any items or
services involved or billed under this Contract and shall not be construed as acceptance of any part of the
goods or services.
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7. Taxpayer ID Number:
Subrecipient shall include its taxpayer ID number on all invoices submitted to County for payment to ensure
compliance with IRS requirements and to expedite payment processing.
8. Payment—Invoicing Instructions:
Subrecipient will provide an invoice on Subrecipient's letterhead for goods delivered and/or services
rendered. In the case of goods, Subrecipient will leave an invoice with each delivery. Each invoice will
have a number and will include the following information:
A. Subrecipient's name and address
B. Subrecipient's remittance address, if different from "a" above
C. Subrecipient's Taxpayer ID Number
D. Name of County Agency/Department
E. Delivery/service address
F. Contract MA-012-25010267
G. Requisition 1695378
H. Agency/Department's Account Number
I. Date of invoice
J. Product/service description,quantity, and prices
K. Sales tax, if applicable
L. Freight/delivery charges,if applicable
M. Total
Program Invoice(s)must be emailed to the following address:
Email: einvoice@occr.ocgov.com
9. Payment(Electronic Funds Transfer(EFT):
County of Orange offers Subrecipients the option of receiving payment directly to their bank account via
an Electronic Fund Transfer(EFT) process in lieu of a check payment. Payment made via EFT will also
receive an Electronic Remittance Advice with the payment details via e-mail. An e-mail address will need
to be provided to The County of Orange via an EFT Authorization Form.To request a form,please contact
the agency/department Procurement Buyer listed in Contract. Upon completion of the form, please mail,
fax or email to the address or phone listed on the form.
10. Close-Out Deadlines
The close-out invoice is due on April 15, 2025, without exceptions. In cases of returned invoices due to
errors or Disallowed costs, Subrecipient must resubmit revised invoice(s) within two(2) business days of
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notification from County.Request for budget modifications and/or invoice revisions from the Subrecipient
will be restricted to a minimum for June or final program month invoices and will only be allowed at the
County's discretion. Subrecipient must submit the final program month invoice estimates by February 31,
2025. Estimates must be projected based on anticipated actual expenditure. Invoices submitted or received
after the close-out period will not be reimbursed.
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ATTACHMENT C
FEDERAL AWARD IDENTIFICATION INFORMATION
The General Program Requirements were designed to provide the framework where the Contractor will
provide Regional Workforce Consulting Services identified in this attachment.
I. GOVERNANCE
Contractor agrees to comply, remain informed, and deliver services consistent with the provisions
of the Workforce Innovation and Opportunity Act (WIOA), County of Orange, Orange County
Workforce Development Board(OCWDB)Policies,and Orange County Regional and Unified Local
Plan 2021-2024.
Where local policy has not been set, Contractor agrees to adhere to state and/or federal policy, as
appropriate.
II. GOVERNANCE REFERENCES
A. Workforce Investment Act/Workforce Innovation and Opportunity Act-Department of Labor,
Employment and Training Administration, 20 CFR Part 652 et al. Workforce Investment Act;
Final Rules/WIOA 20CFR Part 676, 677 and 678.
B. Department of Labor, Employment and Training Administration, 20 CFR Part 652 et al.
Workforce Investment Act;Final Rules/WIOA 20CFR Part 676, 677 and 678.
C. Additional state and federal agencies that provide funding to the County of Orange/ OC
Community Resources/OC Community Services/Workforce & Economic Development
Division that may be incorporated herein.
D. Information Bulletins,Directives and any other federal and state guidance documents pertaining
to the WIOA.
E. All Actions, directives, and policy and procedures issued by OC Community Resources/ OC
Community Services/Workforce & Economic Development Division/Orange County
Workforce Development Board (OCWDB) or staff relevant to this CONTRACT, specifically
Management Information System(MIS)Policies and Procedures,Monitoring Guide Policy and
Procedure, Audit Requirements Policy and Procedure and Selective Service Policy and
Procedure.
F. County of Orange policies, as applicable.
III. CONTRACTOR/SUBRECIPIENT DETERMINATION
In accordance with the requirements of 2 CFR 200.330(Subrecipient and Contractor determination)
and for the purpose of this Contract,City of Santa Ana is determined to be a Contractor.
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IV. FEDERAL AWARD IDENTIFICATION
FAIN INFORMATION
A. Contractor Name: City of Santa Ana/Santa Ana Workforce Development Board
B. Contractor's Unique Entity KZE9G2M4GRX9
Identification(SAM):
C. Federal Award Identification See Table F
Number(FAIN):
D. Federal Award Date: See Table F
E. Subaward Period of Performance: Upon Execution—03/31/2025
F. Total Amount of Federal Funds $30,000.00
Obligated by the Action:
CFDA FAIN Award Date Funds Amount
Regional Plan
17.258 AA-35818-22-55-A-6 01/1/2023-03/31/2025 Implementation $30,000
5.0(RPI)Grant
TOTAL: $30,000
G. Total Amount of Federal Funds $30,000
Obligated to the Contractor:
H. Total Amount of the Federal
Award: $131,250.00
I. Federal Award Project Regional Plan Implementation 5.0 (RPI)Grant
Description:
J. Federal Awarding Agency: California Workforce Development Board
K. Name of PTE: Employment Development Department and County of Orange
L. Contact Information for the Renee Ramirez, Director of Orange County Community
Awarding Official: Services
Phone Number: (714)480-6483
E-mail Address: renee.ramirez@occr.ocgov.com
M. CFDA Number and Name: See Table F
N. Whether Award is R&D: No
O. Indirect Cost Rate for the Federal 10%Cap
Award:
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ATTACHMENT D
BUDGET
REGIONAL WORKFORCE CONSULTING SERVICES
BUDGET
The CONTRACT total shall not exceed $30,000.00. Each project description and corresponding
budget under this CONTRACT shall be mutually determined and agreed upon by COUNTY and
CONTRACTOR. Project descriptions shall be in Attachment A,herein and corresponding project
budgets shall be listed in Attachment D herein.
Activities PY 2022-2023
Regional Plan Implementation(RPI)5.0
Grant Code: 1266 $30,000.00
End Date: March 31,2025
Total: $30,000.00
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ATTACHMENT E
STAFFING PLAN
Title FTE*
Economic Development Specialist III .10
Economic Development Specialist III .10
TOTAL: .20
*1.00 FTE=Full-Time Equivalent
The substitution or addition of other key individuals in any given category or classification shall
be allowed only with prior written pre-approval of the County Project Manager.
The Parties agree that the County has the right to require other or additional personnel to perform
services under the Contract, as required. The specific individuals will be assigned based on the
need and time of the service/class required.Assignment of additional key personnel shall be subject
to County approval.
County of Orange 1 of 1 City of
Orange County Community Resources Contract Number
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Exhibit 1
DRUG FREE WORKPLACE CERTIFICATION
Company/Organization Name
City of Santa Ana
The Contractor or grant recipient named above hereby certifies compliance with Government
Code 8355 in matters relating to providing a drug-free workplace. The above named Contractor
will:
1. Publish a statement notifying employees that unlawful manufacture, distribution,
dispensation, possession, or use of a controlled substance is prohibited in the person's
or organization's workplace and specifying the actions to be taken against employees for
violations of the prohibitions, as required by Government Code Section 8355(a).
2. Establish a Drug Free Awareness Program as required by Government Code Section
8355(b), to inform employees about all of the following:
A. The dangers of drug abuse in the workplace,
B. The person's or organization's policy of maintaining a drug-free workplace,
C. Any available drug counseling, rehabilitation and employee assistance programs,
and
D. Penalties that may be imposed upon employees for drug abuse violations
3. Provide as required by Government code Section 83551 that every employee who works
on the proposed contract or grant
A. Will receive a copy of the company's drug-free policy statement described in
paragraph (1) above, and
B. Will agree to abide by the terms of the company's statement as a condition of
employment in the contract or grant.
CERTIFICATION
I, the official named below, hereby swear that I am duly authorized legally to bind the contractor
or grant recipient to the above described certification.
Michael Garcia
Official's Name
1/23/2025 Orange County, California
Date Executed Executed in the County of
MILL Aria
Department Director
Contactor or Grantee Recipient Signature and Title
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Exhibit 2
CERTIFICATION REGARDING
DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION
LOWER TIER COVERED TRANSACTIONS
This certification is required by the regulations implementing Executive Order 12549, Debarment
and suspension, 29 CFR Part 98.510, Participants' responsibilities. The regulations were published
as Part VII of the May 26, 1988 Federal Register (pages 19160-19211)
(BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION)
(1) The contractor or grant recipient of Federal assistance funds certifies, by submission of this
exhibit document, that neither it nor its principals are presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation in
this transaction by any Federal department or agency.
(2) Where the contractor or grant recipient of Federal assistance funds is unable to certify to
any of the statements in this certification, the contractor or grant recipient shall attach an
explanation to this exhibit document.
Michael Garcia
Name
Department Director
Title
Mi.Ji-att Garcia
1/23/2025
tiffs sized Signature Date
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Exhibit 2
DEBARMENT AND SUSPENSION CERTIFICATION - Instructions for Certification
1. By signing and submitting this exhibit document, the contractor or grant recipient of Federal
assistance funds is providing the certification as set out below.
2. The certification in the clause is a material representation of fact upon which reliance was
placed when this transaction was entered into. If it is later determined that the contractor or
grant recipient of Federal assistance funds knowingly rendered an erroneous certification in
addition to other remedies available to the Federal Government, the Department of Labor (DOL)
may pursue available remedies, including suspension and/or debarment.
3. The contractor recipient of Federal assistance funds shall provide immediate written notice to
the County of Orange/Workforce Investment Board to which this certification document is
submitted if at any time the contractor or grant recipient of Federal assistance funds learns that
its certification was erroneous when submitted or has become erroneous by reason of changed
circumstances.
4. The contractor or grant recipient of Federal assistance funds agrees by submitting this
certification document that, should the covered transaction be entered into, it shall not knowingly
enter into any lower tier covered transaction with a person who is debarred, suspended,
declared ineligible, or voluntarily excluded from participation in this covered transaction, unless
authorized by the DOL.
5. The contractor or grant recipient of Federal assistance funds further agrees by submitting this
certification document that it will include the clause titled "Certification Regarding Debarment,
Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions," without
modification, in all lower tier covered transactions and in all solicitations for lower tier covered
transactions.
6. The contractor or grant recipient in a covered transaction may rely upon a certification of a
contractor or grant recipient in a lower tier covered transaction that it is not debarred,
suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that
the certification is erroneous. The contractor or grant recipient may decide the method and
frequency by which it determines the eligibility of its principals.
7. Nothing contained in the foregoing shall be construed to require establishment of a system of
records in order to render in good faith the certification required by this clause. The knowledge
and information of the contractor or grant recipient is not required to exceed that which is
normally possessed by a prudent person in the ordinary course of business dealings.
8. Except for transactions authorized under paragraph 5 of these instructions, if the contractor or
grant recipient in a covered transaction knowingly enters into a lower tier covered transaction
with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation
in this transaction, in addition to other remedies available to the Federal Government, the DOL
may pursue available remedies, including suspension and/or debarment.
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Exhibit 3
CERTIFICATION REGARDING LOBBYING
CERTIFICATION FOR CONTRACTS, GRANTS, LOANS,
AND COOPERATIVE AGREEMENTS
The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of an agency, a member of Congress, an officer or employee of Congress, or
an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or cooperative
agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a member
of Congress in connection with this Federal contract, grant, loan, or cooperative
agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure
Form to Report Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the
award documents for all* subawards at all tiers (including subcontracts, subgrants and
contracts under grants, loans, and cooperative agreements) and that all* subrecipients
shall certify and disclose award documents for all* subawards at all tiers (including
subcontracts, subgrants and contracts under grants, loans, and cooperative
agreements) and that all* subrecipients shall certify and disclose
award documents for all* subawards at all tiers (including subcontracts, subgrants and
contracts under grants, loans, and cooperative agreements) and that all* subrecipients
shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any
person who fails to file the required certification shall be subject to a civil penalty of not less than
$10, 000 and not more than $100,000 for each such failure.
City of Santa Ana
Grantee/Contractor Organization
Michael Garcia
Name
Department Director
Title
�hU Garcia 1/23/2025
7u'lhorized Signature Date
*Note: In these instances, "All," in the Final Rule is expected to be clarified to show that it
applies to covered contract/grant transactions over $100,000 (per OMB).
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Exhibit 4
INSTRUCTIONS FOR COMPLETION OF
SF-LLL DISCLOSURE OF LOBBYING ACTIVITIES
This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient at the initiation or receipt of a
covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each
payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress. or an employee of a Member of Congress in connection with a covered Federal action.
Use the SF LLL-A Continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the
initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional
information.
1.Identify the type of covered Federal action for which lobbying is and has been secured to influence the outcome of a covered action.
2.Identify the status of the covered Federal action.
3. Identify the appropriate classification of this report. If this is a follow up report caused by a material change to the information previously reported,
enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this
covered Federal action.
4. Enter the full name, address, city, state and zip code of the reporting entity. Include congressional district. if known. Check the appropriate
classification of the reporting entity that designates if it is,or expects to be a prime or subaward recipient.
Identify the tier of the subawardee, e. g. the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts.
subgrants and contract awards under grants.
5.If the organization filing the report,in Item 4 checks"Subawardee",then enter the full name,address,city,state,and zip code of the prime Federal
recipient. Include congressional district,if known.
6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if
known.For example,Department of Transportation,United States Coast Guard.
7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic
Assistance(CFDA)number for grants,cooperative agreements,loans and loan commitments.
8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e. g. Request for Proposal (RFP)
number; Invitation for Bid (IFB)number; grant announcement number the contract, grant. or loan award number;the application proposal control
number assigned by the Federal agency).Include prefixes,e.g.,"RFP DE 90 09."
9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the
award/loan commitment for the primary entity identified in item 4 or 5.
10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to
influence the covered Federal action.
(b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First
Name,and Middle Initial(MI).
11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10).
Indicate whether the payment has been made(actual)or will be made(planned). Check all boxes that apply. If this is a material change report
enter he cumulative amount of payment made or planned to be made.
12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in kind contribution, specify the nature and value of
the in kind payment.
13.Check the appropriate box(es).Check all boxes that apply. If other,specify nature.
14. Provide a specific and detailed description of the services that the lobbyist has performed,or will be expected to perform,and the date(s)of any
services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal
official(s)or employee(s)contacted and the officer(s),employee(s),or Member(s)of Congress that were contacted.
15.Check whether or not a SF LLL A Continuation Sheet(s)is attached.
16.The certifying official shall sign and date the form, print his/her name,title,and telephone number.
Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions.
searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send
comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden,to the
Office of Management and Budget. Paperwork Reduction Project(0348 0046)Washington D.C.,20503.
Docusign Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-4415B526D6C8
Exhibit 4
DISCLOSURE OF LOBBYING ACTIVITIES
Complete this form to disclose activities pursuant to 31 U.S.0 1352
1. Type of Federal Actions: 2. Status of Federal Actions: 3. Report Type:
a. contract a. bid/offer/application a. initial filing
b. grant b. initial award b. material change
c. cooperative agreement c. post-award
d. loan For material change only:
e. loan 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
Congressional District,if known: Congressional District,if known:
6. Federal Department/Agency: 7. Federal Program Name/Description
8, Federal Action Number,if known: 9. Award Amount,if known:
$
10a. Name and Address of Lobbying Entity 10b. Individual Performing Services
(if individual,last name,first name,MI): (including address if different from No. 10a)
(last name,first name,MI):
(attach Continuation Sheets SF-LLL-A,if necessary)
11. Amount of Payment(check all that apply): 13. Type of Payment(check all that apply)
$ Actual a. retainer
Planned 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: ❑Yes ❑ No
16. Information requested through this form authorized by Title raanetle>
31 U.S.C. Section 1352.This disclosure of lobbying activities is a Signature: h Adut Amin.
material representation of fact upon which reliance was placed by the ,," "`
tier above when this transaction was made or entered into. This
disclosure is required pursuant to 31 U.S.C.1352.This information
will be reported to the Congress semiannually and will be available for Print Name: Michael Garci a
public inspection. An person who fails to file the required disclosure
shall be subject to a civil penalty of not less than$10,000 and not Title:Department Di rector
more than$100,000 for each such failure.
Telephone No:714.647.5336
Date:1/2 3/202 5
Dacusign Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-44158526D6C8
Exhibit 4
DISCLOSURE OF LOBBYING ACTIVITIES
CONTINUATION SHEET
Approved by OMS - 0348-0046
Reporting Entity:
Page of
BILLING CODES 3410-01 -C;6450-01-C;6890-01 ;6025-01-C;7510-01-C,35 1 0-FE-C;8120-01 -C;4710-24-C,6116-01-C,
Docusign Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-4415B526D6C8
EXHIBIT 5
ORANGE COUNTY
dC Community Resources
Our Community. Our Commitment.
Subject: OC Community Resources Effective: July 1, 2010
Contract Reimbursement Policy Revised: January 17, 2020
PURPOSE:
This policy contains updated fiscal documentation requirements for contract reimbursement for
OC Community Services and OC Housing & Community Development. The procedures provide
instructions for submitting reimbursement demand letter or invoice.
REFERENCES:
Executed County Board of Supervisors approved contract
Budget included in contract or presented as an attachment
48 CFR Part 31 Contract Cost Principles and Procedures
24 CFR Parts 85, 570.502, 570.201, 576.21, 576.51 and 576.61: For OC Housing &
Community Development Contracts only.
2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements
for Federal Awards (Uniform Guidance)
BACKGROUND:
The executed Board of Supervisors approved contract is the authorization for all aspects of
payment, including the maximum amount to be paid, the payee, and the scope of services and
work. Payments are made in strict accordance with the contract terms. Allowable costs are
identified in referenced Uniform Guidance and Code of Federal Regulations (CFR).
ATTACHMENTS:
Reimbursement Policy Status Form (RPS-1)
POLICY:
Contractor is responsible for the submission of accurate claims. This reimbursement policy is
intended to ensure that the Contractor is reimbursed based on the code or codes that correctly
describe the services provided. This information is intended to serve only as a general reference
resource regarding OC Community Services' and Housing & Community Development
reimbursement policy for the services described and is not intended to address every aspect of a
reimbursement situation. Accordingly, OC Community Services and OC Housing & Community
Development may use reasonable discretion in interpreting and applying this policy to services
provided in a particular case. Other factors affecting reimbursement may supplement, modify or,
in some cases, supersede this policy. These factors may include, but are not limited to: legislative
mandates and County directives. OC Community Services and OC Housing & Community
Development may modify this reimbursement policy at any time by publishing a new version of
the policy. However, the information presented in this policy is accurate and current as of the
date of publication.
Cost incurred by Contractor must be substantiated and incurred during the contract period.
Total of all reimbursements cannot exceed the amount of the contract. Cost must be allowable
under applicable Code of Federal Regulations (CFR) or Uniform Guidance. All supporting
documentation for reimbursement must be submitted with demand letter or invoice. If contract
requires matching contribution, documentation substantiating contribution match must be
submitted with demand letter or invoice.
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Docuslgn Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-4415B526D6C8
At any time, based on County's business needs and/or Contractor's performance,the County may
designate Contractor to submit abbreviated or comprehensive documentation, as identified in the
respective sections. Upon designation, Contractor will be notified, in writing via Reimbursement
Policy Status Form, of which requirements are in full force. When Contractor is required to submit
comprehensive documentation, in addition to the items identified in the Abbreviated
Documentation Requirements Section, Contractor must also provide the documentation identified
in the Comprehensive Documentation Requirements Section.
PROCEDURES:
Abbreviated Documentation Requirements
Compile and submit:
1. Supporting documentation includes, but is not limited to:
a. General ledger/expense transaction report
b. Payroll register or labor distribution report
c. Payroll allocation plan
d. Personnel Documentation
e. Benefit plan and calculation of benefit
f. Employer-employee contract for non-customary benefits (if applicable)
g. Pre-approval documentation for equipment purchases equal to or greater than
$5,000
2. The following is required with the first month's invoice only:
a. Cost allocation plan for rent, utilities, etc.
b. Indirect rate approved by cognizant agency (if applicable)
3. Summary of leveraged resources(if applicable)
4. Demand letters must contain the following certification (if required by Contract):
"By signing this report, I certify to the best of my knowledge and belief that the
report is true, complete, and accurate, and the expenditures, disbursements and
cash receipts are for the purposes and objectives set forth in the terms and
conditions of the Federal award. I am aware that any false, fictitious, or fraudulent
information, or the omission of any material fact, may subject me to criminal, civil
or administrative penalties for fraud, false statements, false claims or otherwise.
(U.S. Code Title 18, Section 1001 and Title 31 Sections 3729-3730 and 3801-3812)"
5. Grantee Performance Report (if required by Contract)
6. Supporting documentation shall be on single-sided sheets
7. Please redact employees' Social Security Number from payroll reports
8. Demand letter or invoice, along with supporting documentation shall be submitted to:
OC Community Resources Accounting
601 N. Ross St., 6' Floor
Santa Ana, CA 92701
Comprehensive Documentation Requirements
In addition to abbreviated documentation, compile and submit:
9. Purchase orders, invoices, and receipts
10. Cashed checks
11. Check register
12. Consultant/sub-contractor invoices (with description of services)
13. Travel expense documentation: mileage reimbursement, hotel bill, meal reimbursement
ACTION:
Distribute this policy to all appropriate staff
INQUIRIES: Inquiries may be directed to OCCR Accounts Payable at:
OCCRAccountsPayable@occrocgov.com
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Docusign Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-4415B526D6C8
EXHIBIT 5
OR A NGE COUNTY
dC CommunitY Resources
Our Community. Our Commitment.
Reimbursement Policy Status Form
Per OC Community Resources Contract Reimbursement Policy, in regards to the Contract #
listed herein, Contractor is designated with the Documentation Status of Abbreviated unless
Comprehensive is checked below. If the contractor's designation should change to
Abbreviated, a new status form shall be approved. All related documentation requirements
are in full force, until further notice.
Contractor: City of Santa Ana Effective Date: Upon Execution
Contract#: MA-012-24010267
Documentation Status: ❑ Abbreviated ® Comprehensive
Program Authorization by: Auditor Controller Authorization by:
Nancy Cook Eric Takanishi
Print Name Print Name
o sa sioee cy:
Signed by:riv y Signed by:rfaric t' s(u
Date:1/28/2025 Date:1/29/2025
Two signatures are required to implement the form.
Distribution:
Contractor
Auditor Controller
Contract File
Program File
Reimbursement Policy Status (RPS-1)