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Home My WebLink About20A - AA - AGMT OCHCAREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: AGREEMENT AND APPROPRIATION ADJUSTMENT TO IMPLEMENT THE FIT CITIES GRANT WITH THE ORANGE COUNTY HEALTH CARE AGENCY {STRATEGIC PLAN NO 5, 4B} r CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: I_ ZIN10iI1V /4ir, ❑ As Recommended ❑ As Amended • Ordinance on 1 st Reading • Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute an agreement with the County of Orange, to provide Fifteen in Twenty- Twenty Cities Mini Grant Services, for the term beginning February 1, 2016 through June 30, 2016, in an amount not to exceed $30,000, subject to non - substantive changes by the City Manager and City Attorney. 2. Approve an appropriation adjustment to recognize FIT Cities Initiative grant funds in the amount of $30,000 into the Emergency and Health Fund revenue account and appropriate the same in the Emergency and Health expenditure accounts. DISCUSSION The Orange County Health Care Agency (OCHCA) invited the City of Santa Ana to participate in the Fifteen in Twenty- Twenty (FIT) Cities Initiative, an effort to address obesity through making changes that facilitate healthful eating and physical activity. The program requires partnerships with neighborhood groups working with the City to create community change. The City has elected to participate in the FIT Cities Initiative since the program goals also support ongoing active transportation planning efforts. The City will identify three to five community residents to participate in leadership training offered through OCHCA. These residents will then work with City staff to identify a specific focus project. The City will contract with a design consultant to assist the resident leaders and staff by designing a preliminary project and providing cost estimates. Funds allocated toward this project through the FIT Cities Initiative will cover staff and consultant costs. The result will be a design - ready project for the City to pursue grant funds to implement. 20A -1 Agreement with County of Orange HCA to Implement the FIT Cities Grant March 15, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability), Strategy B (improve neighborhood quality by locating or providing access to complementary services and public facilities, including access to healthy food options in neighborhoods). FISCAL IMPACT The appropriation adjustment will recognize FIT Cities Initiative grant funds in the amount of $30,000 into the Emergency and Health Fund revenue account (No. 12217002 - 52030) and appropriate the same into the Emergency and Health Fund expenditure accounts (Nos. 12217610 - various) for expenditure in FY 2015 -2016. NI a Zo ems-. A V Fred Mousavipour Executive Director Public Works Agency FM /EWG /CW Exhibit- Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 20A -2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 AGREEMENT FOR PROVISION OF FIFTEEN IN TWENTY - TWENTY (FIT) CITIES MINI GRANT SERVICES BETWEEN COUNTY OF ORANGE AND CITY OF SANTA ANA FEBRUARY 1, 2016 THROUGH JUNE 30, 2016 THIS AGREEMENT entered into I" day of February 2016, which date is enumerated for purposes of reference only, is by and between the COUNTY OF ORANGE (COUNTY) and City of Santa Ana, (CONTRACTOR). This Agreement shall be administered by the County of Orange Health Care Agency (ADMINISTRATOR). WITNESSETH: WHEREAS, COUNTY wishes to contract with CONTRACTOR for the provision of Fifteen in Twenty - Twenty (FIT) Cities Mini Grant services described herein to the residents of Orange County; and WHEREAS, CONTRACTOR is agreeable to the rendering of such services on the terms and conditions hereinafter set forth: NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: !! /! !/ !! !! !! t! !/ /! !! !/ !/ Exhibit 20A -3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 CONTENTS PARAGRAPH PAGE TitlePage .................................................................................................. ............................... 1 Contents................................. ............................... a.. ............... ................. , .......... ....... .. ....... ..... 2 Referenced Contract Provisions ............................................................... ............................... 4 I. Acronyms .................................................................................................. ............................... 5 11. Alteration of Terms .................................................................................. ............................... 6 III. Compliance ............................................................................................... ............................... 6 IV. Confidentiality .......................................................................................... ............................... 9 V. Delegation, Assignment and Subcontracts .............................................. ............................... 9 VI, Employee Eligibility Verification ............................................................ ............................... 10 VII. Expenditure Report ................................................................................... ............................... I 1 VIII, Facilities, Payments and Services ............................................................ ............................... 11 X Indemnification and Insurance ................................................................. ............................... 11 X. Inspections and Audits ............................................................................. ............................... 1.4 XI. Licenses and Laws .................................................................................... ............................... 15 XII. Literature, Advertisements, and Social Media ......................................... ............................... 16 XUMaximum Obligation... ............. .................... -.- ........... .... --- ................................ .......... 17 XIV, Nondiscrimination.......... .......................................................................... ............................... 17 XV. Notices ...................................................................................................... ............................... 19 XVI. Notification Of Public Events And Meetings .......................................... ............................... 20 XVII. Records Management and Maintenance .................................................. ............................... 20 XVIII. Research and Publication ......................................................................... ............................... 20 XIX, Right to Work and Minimum Wage Laws .............................................. ............................... 21 XX. Severability ............................................................................................... ............................... 21 XXI. Status of Contractor .................................................................................. ............................... 21 XXII. Tenn .......................................................................................................... ............................... 22 XXIII. Termination .............................................................................................. ............................... 22 XXIV. Third Party Beneficiary... .... ....................................................... .................... - .......... .......... 24 XXV. Waiver of Default or Breach .................................................................... ............................... 24 SignaturePage ......................................................................................... ............................... 25 !/ !t /! !/ 2 of 25 x1CONTRACTS -2015 -L015- 2016`.PMFIT Cam MINI G201*QNTAdANA FY 15 -16 CA.Dw SAN I SPHKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 EXHIBIT A 1. Definitions ...... ............................... II. Payments ......... ............................... III. Records ........... ............................... IV, Reports ............ ............................... V. Services ........... ............................... // 1! u !r H H !/ /! // H H // H !/ u !r /! // /t // !/ !/ // !/ 3 of 25 %:`CONTRACTS_ 2015 -\ 2015 - 2016' KPH\FITCrcIESMINIG�=- 56NT4ANAFY 15- 16CA.Doc PAGE 1 .................. 1 2 3 3 SANI5PHKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 Term: February 1, 2016 through June 30, 2016 Maximum Obligation: $30,000 Basis for Reimbursement: Negotiated Rate Payment Method: Payment in arrears Notices to COUNTY and CONTRACTOR: COUNTY: County of Orange Health Care Agency Contract Services 405 West 5th Street, Suite 600 Santa Ana, CA 92701 -4637 IKOW t1f:tTlly1Lw7til City of Santa Ana 20 Civic Center Plaza. Santa Ana, CA 92701 Verny Carvajal, AICP vearvaial wsanta- ana.ora 4 of 25 XA CONTRACTS - 2015 -12015.20161PHTH'Crnrs MINI 121WtNA FY 15.16CA.Doc SANISPHKKl6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 I. ACRONYMS The following standard definitions are for reference purposes only and may or may not apply in their entirety throughout this Agreement: A. ARRA American Recovery and Reinvestment Act B. ASRS Alcohol and Drug Programs Reporting System C. CCC California Civil Code D. CCR California Code of Regulations E. CEO County Executive Office F. CFR Code of Federal Regulations G. CHPP COUNTY HIPAA Policies and Procedures H. CHS Correctional Health Services I. COI Certificate of Insurance J. D /MC Drug/Medi -Cal K. DHCS Department of Health Care Services L. DPFS Drug Program Fiscal Systems M. DRS Designated Record Set N. cPHI Electronic Protected Health Information O. GAAP Generally Accepted Accounting Principles P. HCA Health Care Agency Q. HHS Health and Human Services R. HIPAA Health Insurance Portability and Accountability Act of 1996, Public Law 104 -191 S. HSC California Health and Safety Code T. ISO Insurance Services Office U. MHP Mental Health Plan V. OCIS Orange County Jail System W. OCPD Orange County Probation Department X. OCR Office for Civil Rights Y. OCSD Orange County Sheriffs Department Z. OIG Office of Inspector General AA. OMB Office of Management and Budget AB, OPM Federal Office of Personnel Management AC. PA DSS Payment Application Data Security Standard AD. PC State of California Penal Code AE. PCI DSS Payment Card Industry Data Security Standard AF. PHI Protected Health Information AG. PII Personally Identifiable Information 5 of 25 X- 'CONTRACTS -2015- `2015- 2016TWIT CMU MINI GBaN S4NT9.A.NAFYiS- 16CADOC SANI5PHKKI6 2 3 4 5 6 7 8 9 10 11 12 13 14 1S 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 AH. PRA Public Record Act AI. SIR Self-Insured Retention AJ. The HITECH Act The Health Information Technology for Economic and Clinical Health Act, Public Law 111 -005 AK, USC United States Code AL. WIC State of California Welfare and Institutions Code II. ALTERATION OF TERMS A. This Agreement, together with Exhibit A attached hereto and incorporated herein, fully expresses the complete understanding of COUNTY and CONTRACTOR with respect to the subject matter of this Agreement. B. Unless otherwise expressly stated in this Agreement, no addition to, or alteration of the terms of this Agreement or any Exhibit, whether written or verbal, made by the parties, their officers, employees or agents shall be valid unless made in the form of a written amendment to this Agreement, which has been formally approved and executed by both parties. III. COMPLIANCE A. ADMINISTRATOR has established a Compliance Program for the purpose of ensuring adherence to all rules and regulations related to federal and state health care programs. 1. ADMINISTRATOR shall provide CONTRACTOR with a copy of the relevant HCA policies and procedures relating to HCA's Compliance Program, HCA's Code of Conduct and General Compliance Trainings. 2. CONTRACTOR has the option to adhere to HCA's Compliance Program and Code of Conduct or establish its own, provided CONTRACTOR's Compliance Program and Code of Conduct have been verified to include all required elements by ADMINISTRATOR's Compliance Officer as described in subparagraphs below. 1 If CONTRACTOR elects to adhere to HCA's Compliance Program and Code of Conduct; the CONTRACTOR shall submit to the ADMINISTRATOR within thirty (30) calendar days of award of this Agreement a signed acknowledgement that CONTRACTOR shall comply with HCA's Compliance Program and Code of Conduct. 4, If CONTRACTOR elects to have its own Compliance Program and Code of Conduct then it shall submit a copy of its Compliance Program, Code of Conduct and relevant policies and procedures to ADMINISTRATOR within thirty (30) calendar days of award of this Agreement. ADMINISTRATOR's Compliance Officer shall determine if CONTRACTOR Compliance Program and Code of Conduct contains all required elements. CONTRACTOR shall take necessary action to meet said standards or shall be asked to acknowledge and agree to the HCA's Compliance Program and Code of Conduct if the CONTRACTOR's Compliance Program and Code of Conduct does not contain all required elements. 6 of 25 X: CONTRACTS -2015 ,2015- 2016''1PH'TM44 € 9Mtrn qlygsxTeNA FY 15.16 CA.UOC SAN15PHKK16 8 9 to 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 5. Upon written confirmation from ADMINISTRATOR's Compliance Officer that the CONTRACTOR Compliance Program and Code of Conduct contains all required elements, CONTRACTOR shall ensure that all Covered Individuals relative to this Agreement are made aware of CONTRACTOR's Compliance Program, Code of Conduct and related policies and procedures. 6. Failure of CONTRACTOR to submit its Compliance Program, Code of Conduct and relevant policies and procedures shall constitute a material breach of this Agreement. Failure to cure such breach within sixty (60) calendar days of such notice from ADMINISTRATOR shall constitute grounds for termination of this Agreement as to the non - complying party. B. SANCTION SCREENING — CONTRACTOR shall adhere to all screening policies and procedures and screen all Covered Individuals employed or retained to provide services related to this Agreement to ensure that they are not designated as Ineligible Persons, as pursuant to this Agreement. Screening shall be conducted against the General Services Administration's Excluded Parties Last System or System for Award Management, the Health and Human Services /Office of Inspector General List of Excluded Individuals /Entities, and the California Medi -Cal Suspended and Ineligible Provider List and/or any other list or system as identified by the ADMINISTRATOR. 1. Covered Individuals includes all contractors, subcontractors, agents, and other persons who provide health care items or services or who perform billing or coding functions on behalf of ADMINISTRATOR. Notwithstanding the above, this term does not include part -time or per -diem employees, contractors, subcontractors, agents, and other persons who are not reasonably expected to work more than one hundred sixty (160) hours per year; except that any such individuals shall become Covered Individuals at the point when they work more than one hundred sixty (160) hours during the calendar year. CONTRACTOR shall ensure that all Covered Individuals relative to this Agreement are made aware of ADMINISTRATOR's Compliance Program, Code of Conduct and related policies and procedures. 2. An Ineligible Person shall be any individual or entity who: a. is currently excluded, suspended, debarred or otherwise ineligible to participate in federal and state health care programs; or b. has been convicted of a criminal offense related to the provision of health care items or services and has not been reinstated in the federal and state health care programs after a period of exclusion, suspension, debarment, or ineligibility. 3. CONTRACTOR shall screen prospective Covered Individuals prior to hire or engagement. CONTRACTOR shall not hire or engage any Ineligible Person to provide services relative to this Agreement. 4. CONTRACTOR shall screen all current Covered Individuals and subcontractors semi - annually to ensure that they have not become Ineligible Persons. CONTRACTOR shall also request that its subcontractors use their best efforts to verify that they are eligible to participate in all federal and State of California health programs and have not been excluded or debarred from participation in any 7 of 25 x'' CONTRA4 "rS- ?Ul5= '•2015•?oWPIFFrr Cr[1E5 MINIC,yprUXITt fNAFY I5 -16 CA00C SAN15PHKKI6 I federal or state health care programs, and to further represent to CONTRACTOR that they do not have 2 any Ineligible Person in their employ or under contract. 3 5, Covered Individuals shall be required to disclose to CONTRACTOR immediately any 4 debarment, exclusion or other event that makes the Covered Individual an Ineligible Person, 5 CONTRACTOR shall notify ADMINISTRATOR immediately if a Covered Individual providing 6 services directly relative to this Agreement becomes debarred, excluded or otherwise becomes an 7 Ineligible Person. 8 6. CONTRACTOR acknowledges that Ineligible Persons are precluded from providing federal 9 and state funded health care services by contract with COUNTY in the event that they are currently 10 sanctioned or excluded by a federal or state law enforcement regulatory or licensing agency. If II CONTRACTOR becomes aware that a Covered Individual has become an Ineligible Person, 12 CONTRACTOR shall remove such individual from responsibility for, or involvement with, COUNTY 13 business operations related to this Agreement. 14 7. CONTRACTOR shall notify ADMINISTRATOR immediately if a Covered Individual or 15 entity is currently excluded, suspended or debarred, or is identified as such after being sanction screened. 16 Such individual or entity shall be immediately removed from participating in any activity associated 17 with this Agreement. ADMINISTRATOR will determine appropriate repayment from, or sanction(s) to 18 CONTRACTOR for services provided by ineligible person or individual. CONTRACTOR shall 19 promptly return any overpayments within forty -five (45) business days after the overpayment is verified 20 by the ADMINISTRATOR. 21 C. COMPLIANCE TRAINING — ADMINISTRATOR shall make General Compliance Training 22 and Provider Compliance Training, where appropriate, available to Covered Individuals. 23 1. CONTRACTOR shall use its best efforts to encourage completion by Covered Individuals; 24 provided, however, that at a minimum CONTRACTOR shall assign at least one (1) designated 25 representative to complete all Compliance Trainings when offered. 26 2. Such training will be made available to Covered Individuals within thirty (30) calendar days 27 of employment or engagement. 28 3. Such training will be made available to each Covered Individual annually. 29 4. Each Covered Individual attending training shall certify, in writing, attendance at 30 compliance training. CONTRACTOR shall retain the certifications. Upon written request by 31 ADMINISTRATOR, CONTRACTOR shall provide copies of the certifications. 32 D. MEDICAL BILLING, CODING, AND DOCUMENTATION COMPLIANCE STANDARDS 33 1. CONTRACTOR shall take reasonable precaution to ensure that the coding of health care 34 claims, billings and/or invoices for same are prepared and submitted in an accurate and timely manner 35 and are consistent with federal, state and county laws and regulations. 36 2. CONTRACTOR shall not submit any false, fraudulent, inaccurate and/or fictitious claims 37 for payment or reimbursement of any kind. 8 of 25 X'�CONTRACTS- 2015'2015- 2016PHTFFCU15SM1Ni yi*7s+5ANT3 AN FY 15- 16CA.Doc SAN15PHKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 3. CONTRACTOR shall bill only for those eligible services actually rendered which are also fully documented. When such services are coded, CONTRACTOR shall use accurate billing codes which accurately describes the services provided and must ensure compliance with all billing and documentation requirements. 4. CONTRACTOR shall act promptly to investigate and correct any problems or errors in coding of claims and billing, if and when, any such problems or errors are identified. 5. CONTRACTOR shall promptly return any overpayments within forty -five (45) business days after the overpayment is verified by the ADMINISTRATOR. IV. CONFIDENTIALITY A. CONTRACTOR shall maintain the confidentiality of all records, including billings and any audio and/or video recordings, in accordance with all applicable federal, state and county codes and regulations, as they now exist or may hereafter be amended or changed, B. Prior to providing any services pursuant to this Agreement, all members of the Board of Directors or its designee or authorized agent, employees, consultants, subcontractors, volunteers and interns of the CONTRACTOR shall agree, in writing, with CONTRACTOR to maintain the confidentiality of any and all information and records which may be obtained in the course of providing such services. This Agreement shall specify that it is effective irrespective of all subsequent resignations or terminations of CONTRACTOR members of the Board of Directors or its designee or authorized agent, employees, consultants, subcontractors, volunteers and interns. V. DELEGATION ASSIGNMENT AND SUBCONTRACTS A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without prior written consent of COUNTY. CONTRACTOR shall provide written notification of CONTRACTOR's intent to delegate the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of COUNTY. 1. If CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in more than fifty percent (50 %) of the composition of the Board of Directors within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal Government. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 2. If CONTRACTOR is a for -profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10 %) of the assets or stocks of 9 of 25 XACONTaACTS - 2015 - X2015- 2016\PH1FIT CITI[5 MIN, 26KNY f A FY 15.16 CA.00C SAN I SPHKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50 %) or more of Board of Directors of CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 3. If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50 %) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 4. Whether CONTRACTOR is a nonprofit, for - profit, or a governmental organization, CONTRACTOR shall provide written notification of CONTRACTOR's intent to assign the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. S. Whether CONTRACTOR is a nonprofit, for - profit, or a governmental organization, CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR when there is change of less than fifty percent (50 %) of Board of Directors of C. CONTRACTOR's obligations undertaken pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are approved in advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity under subcontract, and include any provisions that ADMINISTRATOR may require. 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a subcontract upon five (5) calendar days' written notice to CONTRACTOR if the subcontract subsequently fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has required. 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service agreements usually and customarily entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants. VI. EMPLOYEE ELIGIBILITY VERIFICATION CONTRACTOR warrants that it shall fully comply with all federal and state statutes and regulations regarding the employment of aliens and others and to ensure that employees, subcontractors, and consultants performing work under this Agreement meet the citizenship or alien status requirements set 10 of 25 XXON'rRACTs -2015- 1-1015- 2016 \PHirrr CrrIFSMINI AANf2AFY 15- 16CA,DOC SANISPHKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 IS 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees, subcontractors, and consultants performing work hereunder, all verification and other documentation of employment eligibility status required by federal or state statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 USC §1324 et seq., as they currently exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all covered employees, subcontractors, and consultants for the period prescribed by the law. VII. EXPENDITURE REPORT A. No later than sixty (60) calendar days following termination of each period or fiscal year of this Agreement, CONTRACTOR shall submit to ADMINISTRATOR, for informational purposes only, an Expenditure Report for the preceding fiscal year, or portion thereof. Such report shall be prepared in accordance with the procedure that is provided by ADMINISTRATOR and GAAP, B, CONTRACTOR may be required to submit periodic Expenditure Reports throughout the term of this Agreement. VIII. FACILITIES, PAYMENTS AND SERVICES CONTRACTOR agrees to provide the services, staffing, facilities, and supplies in accordance with this Agreement. COUNTY shall compensate, and authorize, when applicable, said services, COUNTY shall compensate, and authorize, when applicable, said services. CONTRACTOR shall operate continuously throughout the term of this Agreement with at least the minimum number and type of staff which meet applicable federal and state requirements, and which are necessary for the provision of the I services hereunder. IX. INDEMNIFICATION AND INSURANCE A. CONTRACTOR 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 for which COUNTY's Board of Supervisors acts as the governing Board (COUNTY INDEMNITEES) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by CONTRACTOR pursuant to this Agreement. If judgment is entered against CONTRACTOR and COUNTY by a court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. B. Prior to the provision of services under this Agreement, CONTRACTOR agrees to purchase all required insurance at CONTRACTOR's expense and to submit to COUNTY the COI, including all endorsements required herein, necessary to satisfy COUNTY that the insurance provisions of this It of 25 XTONTBACTS -2015 AI- 15.2016'- PHTITOTtes Mma&w T$iSAN ANA 11 1546CA twc SANISPRIKKIfi 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 Agreement have been complied with and to maintain such insurance coverage with COUNTY during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and conditions as set forth herein for CONTRACTOR. C. All SIRS and deductibles shall be clearly stated on the COI. If no Slits or deductibles apply, indicate this on the COI with a 0 by the appropriate line of coverage. Any SIR or deductible in an amount in excess of $25,000 ($5,000 for automobile liability), shall specifically be approved by the CEO /Office of Risk Management. D. If CONTRATOR fails to maintain insurance acceptable to COUNTY for the full term of this Agreement, COUNTY may terminate this Agreement. E. QUALIFIED INSURER 1. The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier) or have 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) 2. If the insurance carrier is not an admitted carrier in the state of California and 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. F. The policy or policies of insurance maintained by CONTRACTOR shall provide the minimum limits and coverage as set forth below: Coverage Commercial General Liability Automobile Liability including coverage for owned, non -owned and hired vehicles Workers' Compensation Employers' Liability Insurance Minimum Limits $1,000,000 per occurrence $2,000,000 aggregate $1,000,000 per occurrence Statutory $1,000,000 per occurrence G, REQUIRED COVERAGE FORMS 1. The Commercial General Liability coverage shall be written on ISO form CG 00 01, or a substitute form providing liability coverage at least as broad, 2. 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. 12 of 25 X�CONTRACTS - 2015 -12015- 201 6TH'TIT Crrt" MINI ";kMC�. ASIA FY 15 -16 CA.Doc SAKI SPHKKI6 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 30 31 32 33 34 35 36 37 H. REQUIRED ENDORSEMENTS — The Commercial General Liability policy shall contain the following endorsements, which shall accompany the COI: 1. An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a format least as broad naming the County of Orange, its elected and appointed officials, officers, employees, agents as Additional Insureds. 2. A primary non- contributing endorsement evidencing that the CONTRACTOR's insurance is primary and any insurance or self - insurance maintained by the County of Orange shall be excess and non- contributing. I. All insurance policies required by this Agreement shall waive all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. J. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees. K. All insurance policies required by this Agreement shall give COUNTY thirty (30) calendar days' notice in the event of cancellation and ten (10) calendar days' notice for non - payment of premium. This shall be evidenced by policy provisions or an endorsement separate from the COI. L. If CONTRACTOR's Professional Liability policy is a "claims made" policy, CONTRACTOR shall agree to maintain professional liability coverage for two years following completion of Agreement. M. 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). N. COUNTY expressly retains the right to require CONTRACTOR to increase or decrease insurance of any of the above insurance types throughout the term of this Agreement. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect COUNTY. O. COUNTY shall notify CONTRACTOR in writing of changes in the insurance requirements. If CONTRACTOR does not deposit copies of acceptable COI's and endorsements with COUNTY incorporating such changes within thirty (30) calendar days of receipt of such notice, this Agreement may be in breach without further notice to CONTRACTOR, and COUNTY shall be entitled to all legal remedies. P. The procuring of such required policy or policies of insurance shall not be construed to limit CONTRACTOR's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement, nor act in any way to reduce the policy coverage and limits available from the insurer. Q. SUBMISSION OF INSURANCE DOCUMENTS 1, The COI and endorsements shall be provided to COUNTY as follows: a. Prior to the start date of this Agreement. b. No later than the expiration date for each policy. 13 of 25 X:',CONTRACTS- 2015•'3Ot$2016,PFI',Ffr Crttr,s McNt, yiY, ANTiI gAFY15- 16CA.MC SAN I SPHKKI6 I c. Within thirty (30) calendar days upon receipt of written notice by COUNTY regarding 2 changes to any of the insurance types as set forth in Subparagraph F. of this Agreement. 3 2. The COI and endorsements shall be provided to the COUNTY at the address as referenced 4 in the Referenced Contract Provisions of this Agreement. 5 3. If CONTRACTOR fails to submit the COI and endorsements that meet the insurance 6 provisions stipulated in this Agreement by the above specified due dates, ADMINISTRATOR shall have 7 sole discretion to impose one or both of the following: 8 a. ADMINISTRATOR may withhold or delay any or all payments due CONTRACTOR 9 pursuant to any and all Agreements between COUNTY and CONTRACTOR until such time that the 10 required COI and endorsements that meet the insurance provisions stipulated in this Agreement are I I submitted to ADMINISTRATOR. 12 b. At ADMINISTRATOR's discretion, CONTRACTOR maybe assessed a penalty of one 13 hundred dollars ($100) for each late COI or endorsement for each business day, pursuant to any and all 14 Agreements between COUNTY and CONTRACTOR, until such time that the required COI and 15 endorsements that meet the insurance provisions stipulated in this Agreement are submitted to 16 ADMINISTRATOR. 17 c. If CONTRACTOR is assessed a late penalty, the amount shall be deducted from 18 CONTRACTOR's monthly invoice. 19 4. In no cases shall assurances by CONTRACTOR, its employees, agents, including any 20 insurance agent, be construed as adequate evidence of insurance. COUNTY will only accept valid 21 COI's and endorsements, or in the interim, an insurance binder as adequate evidence of insurance. 22 23 X. INSPECTIONS AND AUDITS 24 A. ADMINISTRATOR, any authorized representative of COUNTY, any authorized representative 25 of the State of California, the Secretary of the United States Department of Health and Human Services, 26 the Comptroller General of the United States, or any other of their authorized representatives, shall have 27 access to any books, documents, and records, including but not limited to, financial statements, general 28 ledgers, relevant accounting systems, medical and client records, of CONTRACTOR that are directly 29 pertinent to this Agreement, for the purpose of responding to a beneficiary complaint or conducting an 30 audit, review, evaluation, or examination, or making transcripts during the periods of retention set forth 31 in the Records Management and Maintenance Paragraph of this Agreement. Such persons may at all 32 reasonable times inspect or otherwise evaluate the services provided pursuant to this Agreement, and the 33 premises in which they are provided. 34 B. CONTRACTOR shall actively participate and cooperate with any person specified in 35 Subparagraph A. above in any evaluation or monitoring of the services provided pursuant to this 36 Agreement, and shall provide the above - mentioned persons adequate office space to conduct such 37 evaluation or monitoring. 14 of 25 X'. CONTRACTS - 2015- 0015-2016'TH'FITCm®sMINI UNT�9ApY15.16CA.»br SANISPHKKtb I C. AUDIT RESPONSE 2 1. Following an audit report, in the event of non -- compliance with applicable laws and 3 regulations governing funds provided through this Agreement, COUNTY may terminate this Agreement 4 as provided for in the Termination Paragraph or direct CONTRACTOR to immediately implement 5 appropriate corrective action. A plan of corrective action shall be submitted to ADMINISTRATOR in 6 writing within thirty (30) calendar days alter receiving notice from ADMINISTRATOR. 7 1 If the audit reveals that money is payable from one party to the other, that is, reimbursement 8 by CONTRACTOR to COUNTY, or payment of sums due from COUNTY to CONTRACTOR, said 9 funds shall be due and payable from one party to the other within sixty (60) calendar days of receipt of 1 o the audit results. If reimbursement is due from CONTRACTOR to COUNTY, and such reimbursement I I is not received within said sixty (60) calendar days, COUNTY may, in addition to any other remedies 12 provided by law, reduce any amount owed CONTRACTOR by an amount not to exceed the 13 reimbursement due COUNTY. 14 D. CONTRACTOR shall forward to ADMINISTRATOR a copy of any audit report within 15 fourteen (14) calendar days of receipt. Such audit shall include, but not be limited to, management, 16 financial, programmatic or any other type of audit of CONTRACTOR's operations, whether or not the 17 cost of such operation or audit is reimbursed in whole or in part through this Agreement. 18 19 XI. LICENSES AND LAWS 20 A. CONTRACTOR, its officers, agents, employees, affiliates, and subcontractors shall, throughout 21 the term of this Agreement, maintain all necessary licenses, permits, approvals, certificates, 22 accreditations, waivers, and exemptions necessary for the provision of the services hereunder and 23 required by the laws, regulations and requirements of the United States, the State of California, 24 COUNTY, and all other applicable governmental agencies. CONTRACTOR shall notify 25 ADMINISTRATOR immediately and in writing of its inability to obtain or maintain, irrespective of the 26 pendency of any hearings or appeals, permits, licenses, approvals, certificates, accreditations, waivers 27 and exemptions. Said inability shall be cause for termination of this Agreement. 28 B. ENFORCEMENT OF CHILD SUPPORT OBLIGATIONS 29 1. CONTRACTOR agrees to furnish to ADMINISTRATOR within thirty (30) calendar days 30 of the award of this Agreement: 31 a. In the case of an individual contractor, hisiher name, date of birth, social security 32 number, and residence address; 33 b. In the case of a contractor doing business in a form other than as an individual, the 34 name, date of birth, social security number, and residence address of each individual who owns an 35 interest of ten percent (10 %) or more in the contracting entity; 36 c. A certification that CONTRACTOR has fully complied with all applicable federal and 37 state reporting requirements regarding its employees; 15 of 25 XACONTRACTS .2015 -1015.2016TITTrr CITIES MINI C{enu-S0.NTi f FY 15 -16 CX00C SAN I SFHKKI6 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 d. A certification that CONTRACTOR has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment, and will continue to so comply. 2. Failure of CONTRACTOR to timely submit the data and/or certifications required by Subparagraphs l.a., Lb., Le., or l.d, above, or to comply with all federal and state employee reporting requirements for child support enforcement, or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment, shall constitute a material breach of this Agreement; and failure to cure such breach within sixty (60) calendar days of notice from COUNTY shall constitute grounds for termination of this Agreement. 3. It is expressly understood that this data will be transmitted to governmental agencies charged with the establishment and enforcement of child support orders, or as permitted by federal and/or state statute. C. CONTRACTOR shall comply with all applicable governmental laws, regulations, and requirements as they exist now or may be bereafter amended or changed. These laws, regulations, and requirements shall include, but not be limited to, the following: 1. ARRAof2009, 2. 42 CFR, Public Health. XII. LITERATURE ADVERTISEMENTS AND SOCIAL MEDIA A. Any written information or literature, including educational or promotional materials, distributed by CONTRACTOR to any person or organization for purposes directly or indirectly related to this Agreement must be approved at least thirty (30) days in advance and in writing by ADMINISTRATOR before distribution. For the purposes of this Agreement, distribution of written materials shall include, but not be limited to, pamphlets, brochures, flyers, newspaper or magazine ads, and electronic media such as the Internet. B. Any advertisement through radio, television broadcast, or the Internet, for educational or promotional purposes, made by CONTRACTOR for purposes directly or indirectly related to this Agreement must be approved in advance at least thirty (30) days and in writing by ADMINISTRATOR. C. If CONTRACTOR uses social media (such as Facebook, Twitter, YouTube or other publicly available social media sites) in support of the services described within this Agreement, CONTRACTOR shall develop social media policies and procedures and have them available to ADMINISTRATOR upon reasonable notice. CONTRACTOR shall inform ADMINISTRATOR of all forms of social media used to either directly or indirectly support the services described within this Agreement. CONTRACTOR shall comply with COUNTY Social Media Use Policy and Procedures as they pertain to any social media developed in support of the services described within this Agreement. CONTRACTOR shall also include any required funding statement information on social media when required by ADMINISTRATOR. I // 16 of 25 X:�CON9'RACTS- 2015- \2015.2016'�PnTrr CCPICs MiNLCotAv SAN NA FY 15.16 CA.Poc SAN15PHKK16 1 2 3 4 5 6 7 s 9 10 11 12 13 14 15 16 17 is 19 20 21 22 23 24 25 26 27 2s 29 30 31 32 33 34 35 36 37 D. Any information as described in Subparagraphs A. and B. above shall not imply endorsement by COUNTY", unless ADMINISTRATOR consents thereto in writing. XIII. MAXIMUM OBLIGATION The Maximum Obligation of COUNTY for services provided in accordance with this Agreement is as specified in the Referenced Contract Provisions of this Agreement. XIV. NONDISCRIMINATION A. EMPLOYMENT 1. During the term of this Agreement, CONTRACTOR and its Covered Individuals shall not unlawfully discriminate against any employee or applicant for employment because of his/her race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Additionally, during the term of this Agreement, CONTRACTOR and its Covered Individuals shall require in its subcontracts that subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of his/her race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. 2. CONTRACTOR and its Covered Individuals shall not discriminate against employees or applicants for employment in the areas of employment, promotion, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training, including apprenticeship. 3. CONTRACTOR shall not discriminate between employees with spouses and employees with domestic partners, or discriminate between domestic partners and spouses of those employees, in the provision of benefits. 4. CONTRACTOR shall post in conspicuous places, available to employees and applicants for employment, notices from ADMINISTRATOR and/or the United States Equal Employment Opportunity Commission setting forth the provisions of the Equal Opportunity clause. 5. All solicitations or advertisements for employees placed by or on behalf of CONTRACTOR and/or subcontractor shall state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Such requirements shall be deemed fulfilled by use of the term EOE. 6. Each labor union or representative of workers with which CONTRACTOR and/or subcontractor has a collective bargaining agreement or other contract or understanding must post a 17 of 25 X.XONTRACTS- 201 5 -1201 5.2010THTMCMES MwlMN19A.FY 15- 16CA.00c SAN15PHKK16 2 3 4 5 6 7 8 9 10 it 12 13 14 l5 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 notice advising the labor union or workers' representative of the commitments under this Nondiscrimination Paragraph and shall post copies of the notice in conspicuous places available to employees and applicants for employment. B. SERVICES, BENEFITS AND FACILITIES — CONTRACTOR and/or subcontractor shall not discriminate in the provision of services, the allocation of benefits, or in the accommodation in facilities on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status in accordance with Title TX of the Education Amendments of 1972 as they relate to 20 USC §1681 - §1688; Title VI of the Civil Rights Act of 1964 (42 USC §2000d); the Age Discrimination Act of 1975 (42 USC §6101); Title 9, Division 4, Chapter 6, Article 1 (§10800, et seq.) of the California Code of Regulations; and Title I1 of the Genetic Information Nondiscrimination Act of 2008, 42 USC 2000£e, et seq. as applicable, and all other pertinent rules and regulations promulgated pursuant thereto, and as otherwise provided by state law and regulations, as all may now exist or be hereafter amended or changed. For the purpose of this Nondiscrimination paragraph, Discrimination includes, but is not limited to the following based on one or more of the factors identified above: 1. Denying a client or potential client any service, benefit, or accommodation, 2. Providing any service or benefit to a client which is different or is provided in a different mariner or at a different time from that provided to other clients. 3, Restricting a client in any way in the enjoyment of any advantage or privilege enjoyed by others receiving any service or benefit. 4. Treating a client differently from others in satisfying any admission requirement or condition, or eligibility requirement or condition, which individuals must meet in order to be provided any service or benefit. 5, Assignment of times or places for the provision of services. C, COMPLAINT PROCESS — CONTRACTOR shall establish procedures for advising all clients through a written statement that CONTRACTOR's and/or subcontractor's clients may file all complaints alleging discrimination in the delivery of services with CONTRACTOR, subcontractor, and ADMINISTRATOR or the U.S. Department of Health and Human Services' OCR. 1. Whenever possible, problems shall be resolved informally and at the point of service. CONTRACTOR shall establish an internal informal problem resolution process for clients not able to resolve such problems at the point of service. Clients may initiate a grievance or complaint directly with CONTRACTOR either orally or in writing. 2. Within the time limits procedurally imposed, the complainant shall be notified in writing as to the findings regarding the alleged complaint and, if not satisfied with the decision, may file an appeal. D. PERSONS WITH DISABILITIES — CONTRACTOR and/or subcontractor agree to comply with the provisions of §504 of the Rehabilitation Act of 1973, as amended, (29 USC 794 et seq., as 18 of 25 KTONTRACTS -2015- 51015- 20I6TIATr Cnss MiN12yp�7�S�SAN26AFY 1546CA.uoc SAN15PHKK16 1 2 3 4 5 6 7 8 9 10 I1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 implemented in 45 CFR 84.1 et seq.), and the Americans with Disabilities Act of 1990 as amended (42 USC 12101 et seq.; as implemented in 29 CFR 1630), as applicable, pertaining to the prohibition of discrimination against qualified persons with disabilities in all programs or activities; and if applicable, as implemented in Title 45, CFR, §84.1 et seq., as they exist now or may be hereafter amended together with succeeding legislation. E. RETALIATION — Neither CONTRACTOR nor subcontractor, nor its employees or agents shall intimidate, coerce or take adverse action against any person for the purpose of interfering with rights secured by federal or state laws, or because such person has filed a complaint, certified, assisted or otherwise participated in an investigation, proceeding, hearing or any other activity undertaken to enforce rights secured by federal or state law. F. In the event of non - compliance with this paragraph or as otherwise provided by federal and state law, this Agreement may be canceled, terminated or suspended in whole or in part and CONTRACTOR or subcontractor may be declared ineligible for further contracts involving federal, state or county funds. XV. NOTICES A. Unless otherwise specified, all notices, claims, correspondence, reports and/or statements authorized or required by this Agreement shall be effective; 1. When written and deposited in the United States mail, first class postage prepaid and addressed as specified in the Referenced Contract Provisions of this Agreement or as otherwise directed by ADMINISTRATOR; 2. When faxed, transmission confirmed; 3. When sent by Email; or 4. When accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel Service, or any other expedited delivery service. B. Termination Notices shall be addressed as specified in the Referenced Contract Provisions of this Agreement or as otherwise directed by ADMINISTRATOR and shall be effective when faxed, transmission confirmed, or when accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel Service, or any other expedited delivery service. C. CONTRACTOR shall notify ADMINISTRATOR, in writing, within twenty -four (24) hours of becoming aware of any occurrence of a serious nature, which may expose COUNTY to liability. Such occurrences shall include, but not be limited to, accidents, injuries, or acts of negligence, or loss or damage to any COUNTY property in possession of CONTRACTOR. D. For purposes of this Agreement, any notice to be provided by COUNTY may be given by ADMINISTRATOR. N (/ // 19 of 25 XACOWRACrS - 2015.2015- 2016'.PMFnTmes Mttal26XN2 fA FY 15 -16 CA.Dw SANI5PnKK16 I XVI. NOTIFICATION OF PUBLIC EVENTS AND MEETINGS 2 A. CONTRACTOR shall notify ADMINISTRATOR of any public event or meeting funded in 3 whole or in part by the COUNTY, except for those events or meetings that are intended solely to serve 4 clients or occur in the normal course of business. 5 B. CONTRACTOR shall notify ADMINISTRATOR at least thirty (30) business days in advance 6 of any applicable public event or meeting. The notification must include the date, time, duration, 7 location and purpose of the public event or meeting. Any promotional materials or event related flyers 8 must be approved by ADMINISTRATOR prior to distribution. 9 to XVIL RECORDS MANAGEMENT AND MAINTENANCE 1l A. CONTRACTOR, its officers, agents, employees and subcontractors shall, throughout the term 12 of this Agreement, prepare, maintain and manage records appropriate to the services provided and in 13 accordance with this Agreement and all applicable requirements. 14 B. CONTRACTOR shall ensure appropriate financial records related to cost reporting, 15 expenditure, revenue, billings, etc., are prepared and maintained accurately and appropriately. 16 C, CONTRACTOR shall ensure all appropriate state and federal standards of documentation, 17 preparation, and confidentiality of records related to participant, client and/or patient records are met at IS all times. 19 D. CONTRACTOR shall retain all financial records for a minimum of seven (7) years from the 20 commencement of the contract, unless a longer period is required due to legal proceedings such as 21 litigations and/or settlement of claims, 22 E. CONTRACTOR shall make records pertaining to the costs of services, participant fees, charges, 23 billings, and revenues available at one (1) location within the limits of the County of Orange. 24, F. If CONTRACTOR is unable to meet the record location criteria above, ADMINISTRATOR 25 may provide written approval to CONTRACTOR to maintain records in a single location, identified by 26 CONTRACTOR. 27 G. CONTRACTOR may be required to retain all records involving litigation proceedings and 28 settlement of claims for a longer term as directed by ADMINISTRATOR. 29 H. CONTRACTOR shall notify ADMINISTRATOR of any PRA requests related to, or arising out 30 of, this Agreement, within forty -eight (48) hours. CONTRACTOR shall provide ADMINISTRATOR 31 all information that is requested by the PRA request. 32 33 XVIII. RESEARCH AND PUBLICATION 34 CONTRACTOR shall not utilize information and/or data received from COUNTY, or arising out of, 35 or developed, as a result of this Agreement for the purpose of personal or professional research, or for 36 1 publication. 37 H 20 of 25 Am XX ONTRACTS .2015A1015.2016THTrrCnEs MINI GsAMtswS —1122A FY 15 -16 CA.DX SANI5PHKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 XIX. RIGHT TO WORK AND MINIMUM WAGE LAWS A. In accordance with the United States Immigration Reform and Control Act of 1986, CONTRACTOR shall require its employees directly or indirectly providing services pursuant to this Agreement, in any manner whatsoever, to verify their identity and eligibility for employment in the United States. CONTRACTOR shall also require and verify that its contractors, subcontractors, or any other persons providing services pursuant to this Agreement, in any manner whatsoever, verify the identity of their employees and their eligibility for employment in the United States, B. Pursuant to the United States of America Fair Labor Standard Act of 1938, as amended, and State of California Labor Code, §1178.5, CONTRACTOR shall pay no less than the greater of the federal or California Minimum Wage to all its employees that directly or indirectly provide services pursuant to this Agreement, in any manner whatsoever. CONTRACTOR shall require and verify that all its contractors or other persons providing services pursuant to this Agreement on behalf of CONTRACTOR also pay their employees no less than the greater of the federal or California Minimum Wage. C. CONTRACTOR shall comply and verify that its contractors comply with all other federal and State of California laws for minimum wage, overtime pay, record keeping, and child labor standards pursuant to providing services pursuant to this Agreement. D. Notwithstanding the minimum wage requirements provided for in this clause, CONTRACTOR, cohere applicable, shall comply with the prevailing wage and related requirements, as provided for in accordance with the provisions of Article 2 of Chapter 1, Part 7, Division 2 of the Labor Code of the State of California ( §§ 1770, et seq.), as it now exists or may hereafter be amended, XX. SEVERABILITY If a court of competent jurisdiction declares any provision of this Agreement or application thereof to any person or circumstances to be invalid or if any provision of this Agreement contravenes any federal, state or county statute, ordinance, or regulation, the remaining provisions of this Agreement or the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain in full force and effect, and to that extent the provisions of this Agreement are severable. XXI. STATUS OF CONTRACTOR CONTRACTOR is, and shall at all times be deemed to be, an independent contractor and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this Agreement. CONTRACTOR is entirely responsible for compensating staff, subcontractors, and consultants employed by CONTRACTOR. This Agreement shall not be construed as creating the relationship of employer and employee, or principal and agent, between COUNTY and CONTRACTOR or any of CONTRACTOR's employees, agents, consultants, or subcontractors. CONTRACTOR assumes exclusively the responsibility for the acts of its employees, agents, consultants, or 21 of 25 XXONTPACTS -2015 A1015.2016'THFITCores Mini X22IA FY I5 -16 CA.uoc SAN15PHKK16 1 2 3 4 5 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 subcontractors as they relate to the services to be provided during the course and scope of their employment. CONTRACTOR, its agents, employees, consultants, or subcontractors, shall not be entitled to any rights or privileges of COUNTY's employees and shall not be considered in any manner to be COUNTY's employees. XXII. TERM A. The term of this Agreement shall commence as specified in the Referenced Contract Provisions of this Agreement or the execution date, whichever is later. This Agreement shall terminate as specified in the Referenced Contract Provisions of this Agreement unless otherwise sooner terminated as provided in this Agreement; provided, however, CONTRACTOR shall be obligated to perform such duties as would normally extend beyond this term, including but not limited to, obligations with respect to confidentiality, indemnification, audits, reporting and accounting. B. Any administrative duty or obligation to be performed pursuant to this Agreement on a weekend or holiday may be performed on the next regular business day. XXIII. TERMINATION A. Either party may terminate this Agreement, without cause, upon thirty (30) calendar days' written notice given the other party. B. Unless otherwise specified in this Agreement, COUNTY may terminate this Agreement upon five (5) calendar days written notice if CONTRACTOR fails to perfonn any of the terns of this Agreement. At ADMINISTRATOR's sole discretion, CONTRACTOR may be allowed up to thirty (30) calendar days for corrective action. C. COUNTY may terminate this Agreement immediately, upon written notice, on the occurrence of any of the following events: 1. The loss by CONTRACTOR of legal capacity. 2. Cessation of services. 3. The delegation or assignment of CONTRACTOR's services, operation or administration to another entity without the prior written consent of COUNTY. 4. The neglect by any physician or licensed person employed by CONTRACTOR of any duty required pursuant to this Agreement. 5. The loss of accreditation or any license required by the Licenses and Laws Paragraph of this Agreement. 6. The continued incapacity of any physician or licensed person to perform duties required pursuant to this Agreement. H Ifl I 22 of 25 &CONTRACTS -2015 A1015.2016T"rr Cities MOa tst;AN24AFY I5•16C&Dw 5ANI5PHKKI6 2 3 4 S 6 7 8 9 IO II 12 13 14 IS I6 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 7. Unethical conduct or malpractice by any physician or licensed person providing services pursuant to this Agreement; provided, however, COUNTY may waive this option if CONTRACTOR removes such physician or licensed person from serving persons treated or assisted pursuant to this Agreement. Ir71 C93I101 1. Any obligation of COUNTY under this Agreement is contingent upon the following: a. The continued availability of federal, state and county finds for reimbursement of COUNTY's expenditures, and b. Inclusion of sufficient funding for the services hereunder in the applicable budget(s) approved by the Board of Supervisors. 2. In the event such finding is subsequently reduced or terminated, COUNTY may suspend, terminate or renegotiate this Agreement upon thirty (30) calendar days' written notice given CONTRACTOR. If COUNTY elects to renegotiate this Agreement due to reduced or terminated funding, CONTRACTOR shall not be obligated to accept the renegotiated terms. E. In the event this Agreement is suspended or terminated prior to the completion of the term as specified in the Referenced Contract Provisions of this Agreement, ADMINISTRATOR may, at its sole discretion, reduce the Maximum Obligation of this Agreement in an amount consistent with the reduced term of the Agreement. F. In the event this Agreement is terminated by either party pursuant to Subparagraphs B., C. or D. above, CONTRACTOR shall do the following: 1. Comply with termination instructions provided by ADMINISTRATOR in a manner which is consistent with recognized standards of quality care and prudent business practice, 2. Obtain immediate clarification from ADMINISTRATOR of any unsettled issues of contract performance during the remaining contract term. 3. Until the date of termination, continue to provide the same level of service required by this Agreement. 4. If clients are to be transferred to another facility for services, furnish ADMINISTRATOR, upon request, all client information and records deemed necessary by ADMINISTRATOR to effect an orderly transfer. 5. Assist ADMINISTRATOR in effecting the transfer of clients in a manner consistent with client's best interests. 6. If records are to be transferred to COUNTY, pack and label such records in accordance with directions provided by ADMINISTRATOR. 7. Return to COUNTY, in the manner indicated by ADMINISTRATOR, any equipment and supplies purchased with funds provided by COUNTY. 8. To the extent services are terminated, cancel outstanding commitments covering the procurement of materials, supplies, equipment, and miscellaneous items, as well as outstanding 23 of 25 X- 'CONTRACTS -2015, 2015- 2016TIf FMCMES M1ralGttarfXN2,�AF'Y 15- 16CA.noc SAN15PNKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 commitments which relate to personal services. With respect to these canceled commitments, CONTRACTOR shall submit a written plan for settlement of all outstanding liabilities and all claims arising out of such cancellation of commitment which shall be subject to written approval of ADMINISTRATOR. G. The rights and remedies of COUNTY provided in this Termination Paragraph shall not be exclusive, and are in addition to any other rights and remedies provided by law or under this Agreement. XXIV. THIRD PARTY BENEFICIARY Neither party hereto intends that this Agreement shall create rights hereunder in third parties including, but not limited to, any subcontractors or any clients provided services pursuant to this Agreement. XXV. WAIVER OF DEFAULT OR BREACH Waiver by COUNTY of any default by CONTRACTOR shall not be considered a waiver of any subsequent default. Waiver by COUNTY of any breach by CONTRACTOR of any provision of this Agreement shall not be considered a waiver of any subsequent breach. Waiver by COUNTY of any default or any breach by CONTRACTOR shall not be considered a modification of the terms of this Agreement. H /J /i // // j JJ IU I1 JJ /1 /J 24 of 25 XXONTRACTS- 2015.120 1 5- 2 0 10W rClrtes MIN,20K -26A FY 15 -16 CA.Doc SANI5PHKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 IN WITNESS WHEREOF, the parties have executed this Agreement, in the County of Orange, State California. CITY OF SANTA ANA M 11161.64 t "yF TITLE: ICOUNTY OF ORANGE DATED: BY: DATED: HEALTH CARE AGENCY APPROVED AS TO FORM OFFICE OF THE COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA M. t'—� DATED: / Z/t DEPUTY If the contracting patty is a corporation, two (2) 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. If the contract is signed by one (1) authorized individual only, a copy of the corporate resolution or by -laws whereby the Board of Directors has empowered sold authorized individual to act on its behalf by his or her signature alone is required by ADMINISTRATOR. 25 of 25 X.I CONTRACTS- 2015-i015.20161PH\FtTCrt1Es Mon:tMKNTe nNA FY t5.16CA bac SANI5PHKKI6 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 1$ 19 20 21 22 23 24 25 r. r r, U 31 32 33 34 35 36 37 EXHIBIT A AGREEMENT FOR PROVISION OF FIFTEEN IN TWENTY - TWENTY (FIT) CITIES MINI GRANT SERVICES BETWEEN COUNTY OF ORANGE AND CITY OF SANTA ANA FEBRUARY 1, 2016 THROUGH TUNE 30, 2016 I. DEFINITIONS The parties agree to the following terms and definitions, and to those terms and definitions which, for convenience, are set forth elsewhere in this Agreement: A. Community Partners means a community based organization or resident group. B. FIT Cities Initiative means Fifteen in Twenty- twenty which is an effort to address obesity through making changes that will facilitate healthy eating or physical activity. C. Mini Grant means funding given to a local planning department that will help that jurisdiction to make changes that will result in greater opportunities for healthy eating or physical activity, D. Mini Grantees means the local planning department that received the funding. E. Orange County Jurisdictions means Cities or the County. F. Resident Groups means a group of individuals from a neighborhood who are working together to create community change. II. PAYMENTS A. COUNTY shall pay CONTRACTOR a negotiated rate of $30,000, based on the payment schedule set forth below. Services, shall include but not be limited to, covering travel, parking, gas, supplies, and any potential equipment use, provided, however, the total of such payments shall not exceed the COUNTY s maximum obligation, as set forth in the Referenced Contract Provisions of the Agreement. CONTRACTOR shall submit invoices for said services and be reimbursed based on the satisfactory completion, as determined by the ADMINISTRATOR, of all six (6) of the performance objectives outlined in the Agreement, CONTRACTOR will be required to submit Program Reports that include but are not limited to the hours of services provided each week and such supporting documentation as ADMINISTRATOR may require, COUNTY shall pay CONTRACTOR according to the Payment Schedule listed below. Payment schedule may be modified, at any time, by the ADMINISTRATOR and payments are contingent upon successful completion of Performance Outcomes. I // e, �I �of 5 XA CONTRACTS• 2015 A-1015 Mw201AA &ArY 15- 16CA.uoc EXHIBIT A sA.w 15PHKK16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 B. CONTRACTOR's billings shall be on a form approved or provided by ADMINISTRATOR and shall include information required by ADMINISTRATOR. Billings are due by the twentieth (20th) calendar day of each payment date. Billings received after the due date may not be paid within the same mouth. COUNTY should release payments to CONTRACTOR no later than twenty -one (21) business days after receipt of the correctly completed billing form. C. All billings to COUNTY shall be supported at CONTRACTOR's facility, by source documentation including, but are not limited to, ledgers, books, vouchers, journals, time sheets, payrolls, appointment schedules, Client data cards, schedules for allocating costs, invoices, bank statements, canceled checks, receipts, receiving records, and records of services provided. ADMINISTRATOR may require CONTRACTOR to submit documentation in support of the monthly billing. D. ADMINISTRATOR may withhold or delay any payment or partial payment if CONTRACTOR fails to comply with any provision of this Agreement, including, but are not limited to, CONTRACTOR's obligations with respect to data collection, reporting requirements, correcting deficiencies, or delays in progressing satisfactorily in achieving all the terms of the Agreement. E. COUNTY shall not reimburse CONTRACTOR for services provided beyond the expiration and /or termination of the Agreement, except as may otherwise be provided under the Agreement, or specifically agreed upon in a subsequent Agreement. F. ADMINISTRATOR and CONTRACTOR may mutually agree, in writing, to modify the Payments Paragraph of this Exhibit A to the Agreement. III, RECORDS A. ACTIVITY RECORDS — CONTRACTOR shall maintain adequate records of its services provided in sufficient detail to permit an evaluation of services. Records shall include sign in sheets for events, flyers or other promotional materials, as well as an activity log for technical assistance. B. FINANCIAL RECORDS — CONTRACTOR shall prepare and maintain accurate and complete financial records of its costs and operating expenses. Such records shall reflect the actual costs of the type of service for which payment is claimed. Any apportionment of or distribution of costs, including indirect costs, to or between programs or cost centers of CONTRACTOR shall be documented, and shall be made in accordance with generally accepted principles of accounting. H 2 of 5 XXONTRACT6 .2015.12015.2016\PHTrrCrrlss MINt20"9A FY 15 -16 CA.aoc F.XHIOff A SAN15PHKK16 2 3 4 5 6 7 8 9 10 I 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 IV. REPORTS A. CONTRACTOR shall submit, on forms provided or approved by ADMINISTRATOR, financial and/or programmatic reports as requested by ADMINISTRATOR concerning CONTRACTOR's activities as they relate to the Agreement. ADMINISTRATOR will be specific as to the nature of the information requested and allow thirty (30) calendar days for CONTRACTOR to respond. B. FISCAL —Monthly reports, submitted with CONTRACTOR's billings, which shall include, at a minimum, the number of activities and contacts achieved and number of staff hours worked, but not be limited to the following unless otherwise agreed to in writing by ADMINISTRATOR. 1. CONTRACTOR shall electronically submit a monthly expenditure report to ADMINISTRATOR and designated COUNTY staff, in support of the monthly invoice. These reports shall be on a form provided or approved by ADMINISTRATOR, and shall include the units of service provided and actual costs for each of CONTRACTOR's program(s) or cost center(s) described in the Service paragraph of this Exhibit A to the Agreement. Reports are due to ADMINISTRATOR no later than the twentieth (20th) calendar day of the month following the month in which services were performed under the Agreement, unless otherwise agreed to in writing by ADMINISTRATOR. C. PROGRAMMATIC — Periodic programmatic reports on forms provided or approved by ADMINISTRATOR, which shall include, a description of CONTRACTOR's progress in implementing the provisions of this Agreement; any pertinent facts or interim findings; staff changes; and status of licenses and/or certifications. CONTRACTOR shall report on whether or not it is progressing satisfactorily in achieving all the terms of the Agreement, and if not, shall specify what steps will be taken to achieve satisfactory progress. These periodic programmatic reports shall be submitted according to the timeline specified by ADMINISTRATOR. D. ADDITIONAL REPORTS — CONTRACTOR shall make additional reports, as required by ADMINISTRATOR, concerning CONTRACTOR's activities as they affect the services hereunder. ADMINISTRATOR will be specific as to the nature of information requested and allow thirty (30) calendar days for CONTRACTOR to respond. E. All records and reports submitted to ADMINISTRATOR shall become the property of F. ADMINISTRATOR and CONTRACTOR may mutually agree, in writing, to modify the Reports Paragraph of this Exhibit A to the Agreement. V. SERVICES A. TARGET POPULATION - CONTRACTOR shall provide FIT Cities Mini Grant services to Orange County residents. B. SERVICES TO BE PROVIDED - CONTRACTOR shall provide the following services that include but are not limited to: I 3 of 5 KTONTRACTS- 2015 A1015.2016THTn'Crnes MINI 20*b" 0A FY 15.16 CA.Doc EXHIBIT A sAN15PHKKl6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 1. CONTRACTOR shall form a team of three to five City staff from different departments. CONTRACTOR shall send a team three to five community residents to the Resident Leadership Academy. (Registration fees for residents will be covered by HCA and are not part of the award.) 2. CONTRACTOR shall participate in a training session/discussion focused on local health related data. 3. CONTRACTOR shall identify a community project that will promote health. The project must be related to a built environment change and include the development of a plan. 4. CONTRACTOR shall hold a community event that generates public input about said project or plan. 5. CONTRACTOR shall submit a resolution or letter of commitment committing to the implementation of the plan post funding. C. PERFORMANCE OBJECTIVES - CONTRACTOR shall ensure that the following performance objectives are met on or before the stated deadline dates: 1. PERFORNLALNCE OBJECTIVES CONTRACTOR shall form a multidisciplinary team of three to five staff DEADLINE February 28, 2016 from different departments within the City to participate in this project and serve as an ongoing workgroup. 2. CONTRACTOR shall recruit and retain 3 -5 community residents to work June 30, 2016 with City staff as part of the workgroup. The community residents will attend the Resident Leadership Academy which is a 3 session training program that develops knowledge and new skills among residents in every day communities while engaging them in the very processes that affect community change. Sessions will be held in person. All costs to attend the academy will be paid by the Health Care Agency, separately from this Agreement. 3. CONTRACTOR shall ensure that the workgroup participates in a training March 30, 2016 session/discussion hosted by HCA with a focus on local health related data and then identify a built environment project that will promote health. 4. CONTRACTOR shall ensure that the workgroup hosts a community event May 31, 2016 to get resident input to the proposed project. Events might include town hall meetings, pop up events, or other types of community engagement activities. The purpose of the event is to vet the proposed changes with the community and get input to assure that the proposed project will be 4of5 XACONTRACTS -2015- \201 5- 20 1 61PH \FrrCmE.s MiNfNA 41NA FY 15 -16 CA Doc EXHIBIT A sAN15PHKK16 1 2 3 4 5 6 7 8 4 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 1WWWA 1, k =41i TtV*3T -# 1F, CONTRACTOR shall ensure that the projects staffing includes the following: 1. A team of City staff from different departments (i.e. Planning, City Manager's office, Community Development, Traffic Engineering) and; 2. Community Residents E. FACILITY REQUIREMENTS CONTRACTOR shall ensure that the projects facility is located in a city within Orange County. F. CONTRACTOR shall not conduct any proselytizing activities, regardless of funding sources, with respect to any person who has been referred to CONTRACTOR by COUNTY under the terms of this Agreement. Further, CONTRACTOR agrees that the funds provided hereunder shall not be used to promote, directly or indirectly, any religion, religious creed or cult, denomination or sectarian institution, or religious belief. G. CONTRACTOR shall make its best efforts to provide services pursuant to this Agreement in a manner that is culturally and linguistically appropriate for the population(s) served. CONTRACTOR shall maintain documentation of such efforts which may include, but not be limited to: records of participation in COUNTY - sponsored or other applicable training; recruitment and hiring policies and procedures; copies of literature in multiple languages and formats, as appropriate; and descriptions of measures taken to enhance accessibility for, and sensitivity to, persons who are physically challenged. H. ADMINISTRATOR and CONTRACTOR may mutually agree, in writing, to modify the Services Paragraph of this Exhibit A to the Agreement. X.' CONTRACTS -2 015- 0'..7015-2016THWITCYnEs MIN,2r iA FY 15 -16 CA.Dac EXHIBIT A 5AN15PHKK16 utilized. The FIT Cities team can assist with event planning and facilitation. 5. CONTRACTOR will hire a consultant to develop the local plan that will June 30, 2016 actualize the agreed upon built environment change. For example, if the team identifies pedestrian safety /injury prevention as an unmet need, the built environment improvements might be infrastructure related and the plan might be a safe route to school plan. Additional consultant services are available through the Health Care Agency through a separate Agreement. These services are available as requested. 6. CONTRACTOR shall ensure that the workgroup participates in a 3 -4 hour June 30, 2016 summit with the other three jurisdictions to share lessons learned through the project, to celebrate successes and to discuss future opportunities for plan implementation. 1WWWA 1, k =41i TtV*3T -# 1F, CONTRACTOR shall ensure that the projects staffing includes the following: 1. A team of City staff from different departments (i.e. Planning, City Manager's office, Community Development, Traffic Engineering) and; 2. Community Residents E. FACILITY REQUIREMENTS CONTRACTOR shall ensure that the projects facility is located in a city within Orange County. F. CONTRACTOR shall not conduct any proselytizing activities, regardless of funding sources, with respect to any person who has been referred to CONTRACTOR by COUNTY under the terms of this Agreement. Further, CONTRACTOR agrees that the funds provided hereunder shall not be used to promote, directly or indirectly, any religion, religious creed or cult, denomination or sectarian institution, or religious belief. G. CONTRACTOR shall make its best efforts to provide services pursuant to this Agreement in a manner that is culturally and linguistically appropriate for the population(s) served. CONTRACTOR shall maintain documentation of such efforts which may include, but not be limited to: records of participation in COUNTY - sponsored or other applicable training; recruitment and hiring policies and procedures; copies of literature in multiple languages and formats, as appropriate; and descriptions of measures taken to enhance accessibility for, and sensitivity to, persons who are physically challenged. H. ADMINISTRATOR and CONTRACTOR may mutually agree, in writing, to modify the Services Paragraph of this Exhibit A to the Agreement. X.' CONTRACTS -2 015- 0'..7015-2016THWITCYnEs MIN,2r iA FY 15 -16 CA.Dac EXHIBIT A 5AN15PHKK16