HomeMy WebLinkAbout20A - AA - SLINGSHOT INITIATIVEREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
NOVEMBER 15, 2016
TITLE:
APPROPRATION ADJUSTMENT ORANGE
COUNTY SLINGSHOT INITIATIVE FUNDS
FOR PROGRAM YEAR 2016-17 AND
AGREEMENT WITH THE COUNTY OF
ORANGE
(STRATEGIC PLAN NO. 2,4)
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
❑ As Recommended
❑ As Amended
❑ Ordinance on 1" Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Approve an appropriation adjustment recognizing Orange County Slingshot Initiative grant
funds in the amount of $500,000 in revenue account (no. 12418002-52001) and appropriating
same to expenditure account (no. 12418750- various).
Authorize the City Manager and the Clerk of the Council to execute an agreement with the
County of Orange to receive $500,000 for workforce services, strategic planning and program
design for the regional Local Workforce Development Boards under the Workforce Innovation
Opportunity Act, for a term beginning July 1, 2016 through June 30, 2018, subject to
nonsubstantive changes approved by the City Manager and City Attorney.
DISCUSSION
The Slingshot Initiative is a California statewide initiative with the goal to accelerate income
mobility through regional collaboration. In August 2016, the City of Santa Ana Workforce
Development Board (WDB) was awarded a grant to launch a Slingshot Initiative in the region.
The lead partners for this grant consist of the three local workforce boards that represent the
region, specifically, Orange County, Santa Ana and Anaheim. The initiative, targets employer -
informed strategies and multiple pathways for advancing workers from entry-level jobs to middle -
skill careers that are competitive and economically sustainable. The intent is to identify the talent
requirements of local employers, address the needs of regional populations that are increasingly
disconnected from the fast -changing economic mainstream, and access to middle -wage
occupations.
The WDB will lead the regional planning, implementation, and collaboration effort with the
Orange County Development Board in facilitating regional goals, objectives, developing regional
strategies, policies, regional program planning and infrastructure development. In accordance
20A-1
Orange County Slingshot Initiative Funds For Program Year 2016-2017
November 15, 2016
Page 2
with the input of local WDBs and stakeholders the strategy will also work toward alignment of
regional training policies and practices. The strategy will focus on developing programs for
targeted populations and communities including pre -identified Employment Zones. The
Employment Zones will be regional and defined by the location of economic activity, such as
labor sheds, commute patterns, industry clusters and sectors. Once the strategy is completed,
WDB will implement the regional plan. The Slingshot Initiative is designed to undertake
employment issues by fostering system change. The expectation is for the development of an
action plan that addresses specific regional challenges.
This project also supports one of the key objectives found in the Santa Ana Economic
Development Strategic Plan to create new opportunity for business and job growth and
encourage private development.
Indirect and overhead costs are eligible for reimbursement under this federal grant.
STRATEGIC PLAN ALIGNMENT
Approval of these items assists the City in meeting Goal #2 - Youth, Education, Recreation,
Objective #4 (Partner with groups and organization to promote education, senior services, job
training and development for all Santa Ana residents).
FISCAL IMPACT
Approval of the appropriation adjustment will recognize $500,000 in the Orange County
Slingshot Initiatives Grant revenue account (no. 12418002-52001) and appropriate same to the
expenditure account (nos. 12418750 -various) for anticipated expenditure in the following fiscal
years:
Account Projected Expenditure in Amount
12418750 -various FY 2016-17 $160,000
12418750-69011 FY 2017-18 $340,000
Total $500,000
APPROVED AS TO FUNDS AND ACCOUNTS:
Rober C. C rteFrancisco Gutierrez
Deputy City Ma a er r, Executive Director
City Manager's Office Finance and Management Services Agency
Exhibits: 1 County of Orange Contract #16-28-0039-RWS-P.
2. Grant Summary /1
20A-2
Attachment A
CONTRACT # 16-28-0039-RWS-P
BETWEEN
COUNTY OF ORANGE
AND
CITY OF SANTA ANA
FOR
REGIONAL WORKFORCE SERVICES
PROFESSIONAL
CFDA: Funding Agency:
17.258 WIOA Adult Programs Department of Labor
17.259 WIOA Youth Activities Department of Labor
17.278 WIOA Dislocated Worker Formula Grants Department of Labor
WIOA Title I VEAP SFP State of California
Governor's 25 % portion of Dislocated Worker Funds State of California
from Title I of the federal Workforce Innovation and
Opportunity Act
Other funding programs as granted by various
Agencies as needed
EMA13
CONTRACT
Table of Contents
Recitals....................................................................................
Terms and Conditions
1. Coordination/Administration of Contract ..................................
2. Purpose....................................................................................
3. Term of Contract......................................................................
4. Contingency of Funds..............................................................
5. Program Income......................................................................
6. Fiscal Accountability................................................................
7. Non -Supplantation of Funds ....................................................
8. Amendments-Changes/Extra Work .........................................
9. Nondiscrimination and Compliance Provisions ........................
10. Payments.................................................................................
11. Performance Standards...........................................................
12. Satisfactory Work.....................................................................
13. Modification of Program Components and Service Levels ......
14. Access and Records................................................................
15. Breach of Contract...................................................................
16. Conditions Affecting Work ........................................................
17. Conflict of Interest - CONTRACTOR'S Personnel ..................
18. Conflict of Interest - COUNTY Personnel ................................
19. Consulting Contract -Follow on Work .......................................
20. CONTRACTOR Personnel......................................................
21. CONTRACTOR'S PROJECT MANAGER and Key Personnel
22. County of Orange Child Support Enforcement Provision.........
23. Data -Title To............................................................................
24. Intellectual Property.................................................................
25. Disputes-Contract...................................................................
26. Complaint Handling Procedures ..............................................
27. EDD Independent Contractor Reporting Requirements...........
28. Gratuities..................................................................................
29. Sectarian Activities...................................................................
30. Drug Free Workplace...............................................................
31. Debarment...............................................................................
32. Lobbying..................................................................................
33. Fraud........................................................................................
34. Standards of Conduct.............................................................
35. News/Information Release.......................................................
36. Notices....................................................................................
37. Literature/Publicity..................................................................
38. Ownership of Documents.........................................................
39. Precedence..............................................................................
40. COUNTY'S PROJECT MANAGER ..........................................
41. Reports/Meetings....................................................................
42. Termination-Orderly.................................................................
43. Errors and Omissions..............................................................
County of Orange Page 2 of 37
OC Community Resources Contract FYs 201a-}9 fiws Grofessionat-MI
5
City of Santa Ana
Contract# 16-28-0039-RWS
Program Specific Terms and Conditions
44.
Participants.......................................................................................................................24
29
45.
Policies and Procedures...................................................................................................24
29
46.
Budget Schedule...............................................................................................................
24
47.
Modification of Budget Schedule......................................................................................
24
48.
Sweat -free Code of Conduct.............................................................................................
25
49.
Annual Audit......................................................................................................................
25
50.
Corporate Status...............................................................................................................
25
51.
Equipment.........................................................................................................................25
29
52.
Compliance with COUNTY WIOA Policies and Procedures ..............................................
26
53.
Publication.........................................................................................................................26
54.
Approved Scope of Services.............................................................................................
26
55.
Instructors..........................................................................................................................
26
56.
Other Requirements — Program Confidentiality.................................................................
26
57.
Compliance with Law — CONTRACT.................................................................................
27
58.
Signature in Counterparts.................................................................................................
28
59.
DUNS Number and Related Information...........................................................................28
31
60.
Pell Grants/HEA Title IV.....................................................................................................
28
General Terms and Conditions
A.
Governing Law and Venue...............................................................................................
29
B.
Entire Contract..................................................................................................................
29
C.
Amendments....................................................................................................................29
D.
Taxes: Intentionally left blank............................................................................................29
E.
Delivery .............................................................................................................................
29
F.
Acceptance/Payment........................................................................................................
29
G.
Warranty...........................................................................................................................29
H.
Patent/Copyright Materials/Proprietary Infringement........................................................
29
I.
Assignment or Sub-Contracting........................................................................................
30
J.
Non-Discrimination...........................................................................................................30
K.
Termination.......................................................................................................................
30
L.
Consent to Breach not Waiver..........................................................................................
30
M.
Remedies Not Exclusive...................................................................................................
30
N.
Independent CONTRACTOR...........................................................................................
30
O.
Performance.....................................................................................................................
30
P.
Insurance..........................................................................................................................
31
Q.
Bills and Liens: Intentionally left blank..............................................................................
33
R.
Changes: Intentionally left blank.......................................................................................
33
S.
Change of Ownership.......................................................................................................
34
T.
Force Majeure..................................................................................................................
34
U.
Confidentiality...................................................................................................................34
V.
Compliance with Law........................................................................................................
34
W.
Freight (F.O.B.): Intentionally left blank............................................................................
34
X.
Pricing: Intentionally left blank.........................................................................................
34
Y.
Intentionally left blank.......................................................................................................34
Z.
Terms and Conditions.......................................................................................................
34
AA.
Headings...........................................................................................................................
34
BB.
Severability........................................................................................................................34
CC.
Calendar Days...................................................................................................................
34
DD.
Attorney Fees...................................................................................................................
34
County of Orange Page 3 of 37
City of Santa Ana
OC Community Resources Contract FYs 202yl W'Sfessional-MI
Contract # 16-28-0039-RWS
EE. Interpretation ................................
FF. Authority .......................................
GG. Employee Eligibility Verification....
HH. Mutual Indemnification Provisions
II. Audits/Inspections .......................
Signature Page
Attachments
Attachment A —General Program Requirements
Attachment B — Scope of Services
Attachment C — Budget
Attachment D — Performance Standards
Exhibits
Exhibit 1 — Child Support Enforcement Provision
Exhibit 2 — Drug Free Workplace Certification
Exhibit 3 — Debarment and Suspension Certification
Exhibit 4 — Certification Regarding Lobbying
Exhibit 5 — Disclosure Form to Report Lobbying
Exhibit 6 — EDD Independent Contractor Reporting Requirements
Exhibit 7 — OC Community Resources Contract Reimbursement Policy
County of Orange Page 4 of 37
OC Community Resources Contract FYs 202=
fessional-MI
............................ 34
.............. I............. 35
............................ 35
............................ 35
............................ 36
37
City of Santa Ana
Contract # 16-28-0039-RWS
This Agreement # 16-28-0039-RWS-P, hereinafter referred to as "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; hereinafter referred to as "COUNTY," and the City of Santa
Ana, a municipal corporation in the State of California, DUNS Number 083153247 with a place
of business at 20 Civic Center Plaza, Santa Ana, CA 92701-4058 hereinafter referred to as
"CONTRACTOR," with COUNTY and CONTRACTOR sometimes referred to as "PARTY," or
collectively as "PARTIES."
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 "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 CONTRACTOR accepts the State of California Employment
Development Department Workforce Services Directive dated February 24, 2016, Number
WSD15-17: 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 (hereinafter referred to as "grant funds") to
CONTRACTOR, for the purpose of implementing the provisions of the Act; and
WHEREAS, COUNTY, approved an allocation of $500,000.00 (Five Hundred Thousand
Dollars and 00 Cents) in Program funding to CONTRACTOR for FY 2016-18 to carry out certain
services/activities; and
WHEREAS, CONTRACTOR, in order to receive grant funds, is agreeable to the terms
and conditions hereinafter set forth;
NOW, THEREFORE, the PARTIES mutually agree as follows:
County of Orange Page 5 of 37 City of Santa Ana
OC Community Resources Contract FYs 2012
UN 7fessional-MI Contract # 16-28-0039-RWS
TERMS AND CONDITIONS
1. Coordination/Administration of Contract: COUNTY'S OC Community Resources
Director or designee (hereinafter referred to as "DIRECTOR"), and OC Community
Services/Community Investment Division/Orange County Development Board Executive
Director or Designee (hereinafter referred to as "COUNTY'S PROJECT MANAGER") shall
assume responsibilities through coordinating the grant under the Act, its Regulations, and
the WIOA Services provided by the COUNTY. The COUNTY'S CONTRACT MANAGER
(hereinafter referred to as "CONTRACT MANAGER") shall administer this CONTRACT as
is necessary or reasonable to comply with COUNTY policies.
2. Purpose: The purpose of the program funded by this CONTRACT is to provide workforce
innovation activities that increase employment, retention, earnings and occupations skill
attainment through local workforce investment systems to those seeking employment.
Additionally, this program is funded to increase the effectiveness of local and regional
business through business improvement and development activities, job matching, and
other services. All services are intended to improve the quality of the workforce and
enhance the productivity and competitiveness of Orange County and the United States.
CONTRACTOR shall ensure that the program funded hereby shall comply with this
purpose.
3. Term of Contract: The effective term of this CONTRACT shall commence on July 1,
2016 and terminate on June 30, 2018, subject to the provisions of this CONTRACT;
however, CONTRACTOR shall perform such duties extending beyond this term, including
but not limited to obligations with respect to indemnification, audits, monitoring, reporting
and accounting. Pursuant to the provisions contained herein, the CONTRACT may be
terminated earlier.
4. Contingency of Funds: CONTRACTOR acknowledges that the obligations of COUNTY
under this CONTRACT are contingent upon the availability of federal and/or State funds
as applicable and inclusion of sufficient funds for the services hereunder remains in effect
or operation. In the event that such funding is terminated or reduced, CONTRACT
MANAGER may immediately terminate this CONTRACT, reduce COUNTY'S maximum
obligation, or modify this CONTRACT, without penalty. The decision of CONTRACT
MANAGER shall be binding on CONTRACTOR. CONTRACT MANAGER shall provide
CONTRACTOR with written notification of such determination. CONTRACTOR shall
immediately comply with DIRECTOR's or CONTRACT MANAGER's decision.
5. Program Income: COUNTY'S maximum obligation herein shall be reduced by the amount
of any program income earned by CONTRACTOR, from sources other than COUNTY, as
a result of this CONTRACT or the services provided by CONTRACTOR pursuant to this
CONTRACT.
It shall be the responsibility of CONTRACTOR 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 CONTRACTOR as
Program Income. To be designated as Program Income and therefore, as other than a
cost off -set. CONTRACTOR shall do all of the following:
A. Submit a plan to the PROJECT MANAGER for use of any 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:
County of Orange Page 6 of 37 City of Santa Ana
OC Community Resources Contract FYs 201-j-}2 { NS—fessional-Mi Contract # 16-28-0039-R WS
C. Report to PROJECT MANAGER 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 PROJECT MANAGER.
PROJECT MANAGER shall then forward the plan for the requested use of the proposed
Program Income to the appropriate State and/or Federal agencies for approval.
CONTRACTOR shall not spend any of the proposed Program Income unless or until such
time as PROJECT MANAGER obtains authorization for the use of the Program Income
from the responsible State and/or Federal agency and provides CONTRACTOR with prior
written approval for the use of the funds.
PROJECT MANAGER may, in its sole discretion, issue future policy statements and/or
instructions with respect to Program Income. CONTRACTOR shall immediately comply
with such policy statements and/or instructions.
6. Fiscal Accountability:
A. Financial Management System: CONTRACTOR shall establish and maintain a
sound financial management system, based upon generally accepted accounting
principles. CONTRACTOR's system shall provide fiscal control and accounting
procedures that will include the following:
L Information pertaining to tuition rates, payments, and educational
assistance payments; and
ii. Source documentation to support accounting records; and
iii. Proper charging of costs and cost allocation.
I. CONTRACTOR's Record: CONTRACTOR's records shall be sufficient to:
i. Permit preparation of required reports; and
ii. 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; and
iii. Permit the tracking of program income, or profits earned, and any costs
incurred (such as stand-in costs) that are otherwise allowable except for;
V. Permit tracking and reporting of leveraging as required by S13734.
C. Costs Charged: Cost shall be charged to this CONTRACT only in accordance with
the following:
i. The Act; and
ii. 20 CFR WIOA NPRM Part 683;
iii. State implementing legislation; and,
V. Requirements of Other Funding Sources
Non -Supplantation of Funds: CONTRACTOR shall not supplant any federal, State, or
COUNTY funds intended for the purposes of this CONTRACT with any funds made
available under this CONTRACT. CONTRACTOR shall not claim reimbursement from
COUNTY for, or apply sums received from COUNTY with respect to, that portion of its
obligations which have been paid by another source of revenue. CONTRACTOR agrees
that it shall not use funds received pursuant to this CONTRACT, either directly or indirectly,
as a contribution or compensation for the purposes of obtaining federal, State, or COUNTY
funds under any federal, State, or COUNTY program without prior written approval from
COUNTY.
County of Orange Page 7 of 37 City of Santa Ana
OC Community Resources Contract FYs 201ZON srfessional-MI Contract # 16-28-0039-R WS
8. Amendments—Changes/Extra Work: The CONTRACTOR shall make no changes to
this CONTRACT without the COUNTY'S written consent. In the event that there are new
or unforeseen requirements, the COUNTY with the CONTRACTOR's concurrence has the
discretion to request official changes at any time without changing the intent of this
CONTRACT.
If COUNTY -initiated changes or changes in laws or government regulations affect price,
the CONTRACTOR's ability to deliver services, or the CONTRACT schedule, the
CONTRACTOR shall give the COUNTY written notice no later than seven (7) calendar
days from the date the law or regulation went into effect or the date the change was
proposed by the COUNTY and the CONTRACTOR was notified of the change. Such
changes shall be agreed to in writing and incorporated into a CONTRACT Amendment;
said Amendment shall be issued by the CONTRACT MANAGER, shall require the mutual
consent of all PARTIES, and may prohibit the CONTRACTOR from proceeding with the
work as set forth in this CONTRACT.
9. Nondiscrimination and Compliance Provisions:
A. CONTRACTOR shall comply fully with the nondiscrimination and equal opportunity
provisions; the Nontraditional Employment for Women Act of 1991; Title VI of the
Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1973,
as amended; the Age Discrimination Act of 1975, as amended; the Americans with
Disabilities Act of 1990; Title IX of the Education Amendments of 1972, as
amended; the Equal Opportunity provisions in Executive Order 11246, as amended
by Executive Order 11375 and supplemented by the requirements of 41 CFR Part
60; and with all applicable requirements imposed by or pursuant to regulations or
Executive Order implementing those laws, including, but not limited to, 29 CFR
Parts 33 and 38. The United States, the State of California and COUNTY have the
right to seek judicial enforcement of this requirement.
B. CONTRACTOR shall comply with the provisions of the Fair Employment and
Housing Act (California Government Code, Section 12900 et seq.) and the
regulations promulgated there under (California Code of Regulations, Title 2,
Section 7285.0 et sec.). The applicable regulations of the Fair Employment and
Housing Commission implementing Government Code Section 12990 (a -f), set
forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are
incorporated into this CONTRACT by reference and made a part hereof as if set
forth in full.
C. In the performance of this CONTRACT, CONTRACTOR and its subcontractors
shall not deny the CONTRACT's benefits to any person on the basis of race,
ancestry, national origin, religion, color, ethnic group identification, sex, age, mental
or physical disability (including HIV and AIDS), medical condition (including cancer),
marital status, denial of family care leave, political affiliation or belief, nor will they
unlawfully discriminate, harass or allow harassment against any employee or
applicant for employment because of race, ancestry, national origin, religion, color,
ethnic group identification, sex, age, mental or physical disability (including HIV and
AIDS), medical condition (including cancer), marital status, denial of family care
leave, political affiliation or belief. CONTRACTOR shall insure that the evaluation
and treatment of emplovees and applicants for employment are free from such
discrimination and harassment.
D. CONTRACTOR will include the non-discrimination and compliance provisions of
this Paragraph 9 of the CONTRACT in all subcontracts to perform work under this
CONTRACT.
County of Orange Page 8 of 37 City of Santa Ana
OC Community Resources Contract FYs 2MW&P. fessional-MI Contract # 16-28-0039-RWS
E. CONTRACTOR will give written notice of its obligations under this Paragraph 9 of
the CONTRACT to labor organizations with which CONTRACTOR has a collective
bargaining or other CONTRACT.
F. CONTRACTOR shall furnish any and all information requested by PROJECT
MANAGER and shall permit PROJECT MANAGER access, during business hours,
to books, records and accounts in order to ascertain CONTRACTOR's compliance
with the above non-discrimination requirements.
10. Payments: CONTRACTOR agrees that any and all funds received under this
CONTRACT shall be disbursed or encumbered on or before June 30, 2018, and that any
and all funds remaining as of June 30, 2018, which have not been disbursed shall be
returned by CONTRACTOR to COUNTY within thirty (30) days of the expiration or earlier
termination of the CONTRACT as provided herein. No expense of CONTRACTOR will be
reimbursed by COUNTY if incurred after June 30, 2018. No CONTRACTOR expenses
shall be paid if billing is received by COUNTY after July 31, 2018.
Upon the effective date of this CONTRACT, COUNTY shall make payments to
CONTRACTOR in accordance with the following payment schedule:
A. Monthly Payments. Beginning, upon receipt and approval by OC Community
Services/Community Investment Division (CID) of CONTRACTOR's invoice
showing the prior month's actual expenditures, COUNTY shall make monthly
reimbursement payments based on CONTRACTOR's invoice so long as the total
payments under this CONTRACT do not exceed $500,000.00 (Five Hundred
Thousand Dollars and 00 Cents).
B. COUNTY Discretion. At the sole discretion of COUNTY, payments to
CONTRACTOR may be made more frequently than monthly, but such payments
shall always be in arrears and not in advance of the provision of services by
CONTRACTOR.
C. Advance. Notwithstanding (b) above, upon written request and justification from
CONTRACTOR, COUNTY may advance to CONTRACTOR a sum not to exceed
one sixth (1/6) of COUNTY'S maximum obligation hereunder. PROJECT
MANAGER shall reduce the amount of monthly payments in the seventh, eighth,
ninth, tenth, and eleventh months by twenty percent (20%) of any advance
payment, under (A) above, to recover any outstanding advance or part thereof.
Such recovery may not exceed the total of all outstanding advances. No monthly
payment shall be made to CONTRACTOR which would result in less money
remaining unpaid to CONTRACTOR than the total of advances made to
CONTRACTOR.
D. Invoices. COUNTY will reimburse CONTRACTOR for eligible CONTRACT -related
costs only. CONTRACTOR shall submit requests for reimbursement to COUNTY
on a monthly basis beginning on December 1, 2016, and must provide adequate
documentation as required by COUNTY in accordance with the OC Community
Resources Contract Reimbursement Policy for documenting CONTRACTOR
costs, incorporated herein by reference as Exhibit 7. 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 CONTRACTOR,
until such documentation has been received and approved by COUNTY. Invoices
are due on the 201h of each month, for prior month's expenses.
County of Orange Pago 9 of 37 City of Santa Ana
OC Community Resources Contract FYs 202/Y3R-41"essional-MI Contract # 16-28-0039-RWS
11. Performance Standards: CONTRACTOR 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 the Act and applicable regulations and as contained in Attachment D,
Performance Standards. 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.
12. Satisfactory Work: Services rendered hereunder are to be performed to the written
satisfaction of COUNTY'S PROJECT MANAGER. COUNTY'S staff will interpret all
reports and determine the quality, acceptability and progress of the services rendered.
13. Modification of Program Components and Service Levels
The PARTIES hereto agree that those program components and service levels detailed
in Attachments A, B, C and D may be modified upon mutual written agreement of the
DIRECTOR and CONTRACTOR so long as the total payments under this 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 Attachments A, B, C and/or D then the
COUNTY shall have the right to unilaterally modify this CONTRACT to meet such
requirements.
A. CONTRACT MANAGER may at any time, by written change order to
CONTRACTOR, 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, and CONTRACT term. Such change orders may be
made when necessitated by changes in the WIOA Workforce Services operations
or performance, the operations or performance of CONTRACTOR, or changes in
applicable statutes, regulations or State of California or federal mandates or
directives. CONTRACTOR and CONTRACT MANAGER shall make a good faith
effort to reach agreement with respect to change orders, which affect the price of
services under the CONTRACT. CONTRACTOR's protest or failure to agree to
the amount of any adjustment to be made as a result of a change order shall be a
dispute for which an appeal may be made pursuant to this CONTRACT.
Notwithstanding the foregoing, the price of services under this CONTRACT shall
not be increased except by written modification of this CONTRACT indicating the
new services and price of this CONTRACT if applicable. Until the PARTIES reach
agreement, CONTRACTOR shall not be obligated to assume increased
performance under the change order beyond the limitation of funds established
within this CONTRACT.
B. CONTRACTOR may request changes in the scope of performance or services
under this CONTRACT, by submitting a written request to PROJECT MANAGER
describing the request and its impact on the Scope of Services and Budget
Schedule. PROJECT MANAGER will review the request and respond in writing
within ten (10) business days. PROJECT MANAGER's decision whether to
approve the request or request Board of Supervisors' approval shall be final.
COUNTY CONTRACT MANAGER may approve a request that meets all of the
following criteria:
It does not materially change the terms of this CONTRACT; and
County of Orange Page 10 of 37 City of Santa Ana
OC Community Resources Contract FYs 2=P-d�W �gfessional-MI Contract 9 16-28-0039-RWS
It is supported by adequate consideration to COUNTY. Board of
Supervisors' action is necessary to approve a request from CONTRACTOR
that does not satisfy all of the criteria listed above.
14. 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 CONTRACTOR's activities, books, documents and
papers (including computer records and emails) and to records of
CONTRACTOR's subcontractors, consultants, contracted employees,
bookkeepers, accountants, employees and participants related to this
CONTRACT. CONTRACTOR shall insert this condition in each contract between
CONTRACTOR and a subcontractor that is pursuant to this CONTRACT shall
require the subcontractor to agree to this condition. Such agencies or
representatives shall have the right to make excerpts, transcripts and photocopies
of such records and to schedule on site monitoring at their discretion. Monitoring
activities also may include, but are not limited to, questioning employees and
participants and entering any premises or onto any site in which any of the services
or activities funded hereunder are conducted or in which any of the records of
CONTRACTOR are kept. CONTRACTOR shall make available its books,
documents, papers, financial records, etc., within three (3) days after receipt of
written demand by DIRECTOR which shall be deemed received upon date of
sending. In the event CONTRACTOR does not make the above referenced
documents available within the County of Orange, California, CONTRACTOR
agrees to pay all necessary and reasonable expenses incurred by COUNTY, or
COUNTY'S designee, in conducting any audit at the location where said records
and books of account are maintained.
B. Records Retention. All accounting records and evidence pertaining to all costs of
CONTRACTOR and all documents related to this CONTRACT shall be kept
available at CONTRACTOR'S office or place of business for the duration of this
CONTRACT and thereafter, as specified in 2 CFR 200.333-337. 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 agency takes
exception, shall be retained until final resolution or disposition of such appeals,
litigation, claims, or exceptions.
C. Liabilitv. CONTRACTOR shall pay to COUNTY the full amount of COUNTY'S
liability to the State or federal government or any agency thereof resulting from any
disallowance or other audit exceptions to the extent that such liability is attributable
to CONTRACTOR'S failure to perform under this CONTRACT.
15. Breach of Contract: The failure of the CONTRACTOR to comply with any of the
provisions, covenants or conditions of this CONTRACT shall be a material breach of this
CONTRACT. In such event the COUNTY may, and in addition to any other remedies
available at law, in equity, or otherwise specified in this CONTRACT:
A. Terminate the CONTRACT immediately, pursuant to Paragraph K herein;
B. Afford the CONTRACTOR written notice of the breach and ten calendar days or
such shorter time that may be specified in this CONTRACT within which to cure
the breach;
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C. Discontinue payment to the CONTRACTOR for and during the period in which the
CONTRACTOR is in breach; and
D. Offset against any monies billed by the CONTRACTOR but yet unpaid by the
COUNTY those monies disallowed pursuant to the above.
16. Conditions Affecting Work: CONTRACTOR 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 the CONTRACTOR to do so will not relieve
CONTRACTOR from responsibility for successfully performing the work without additional
cost to the COUNTY. The 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 the COUNTY are expressly stated in the CONTRACT.
17. Conflict of Interest — CONTRACTOR'S Personnel: The CONTRACTOR shall exercise
reasonable care and diligence to prevent any actions or conditions that could result in a
conflict with the best interests of the COUNTY. This obligation shall apply to the
CONTRACTOR; the CONTRACTOR's employees, agents, and relatives; sub -tier
contractors; and third parties associated with accomplishing work and services hereunder.
The CONTRACTOR's efforts shall include, but not be limited to establishing precautions
to prevent its employees or agents from making, receiving, providing or offering gifts,
entertainment, payments, loans or other considerations which could be deemed to appear
to influence individuals to act contrary to the best interests of the COUNTY.
18. Conflict of Interest — COUNTY Personnel: The County of Orange Board of Supervisors
policy prohibits its employees from engaging in activities involving a conflict of interest.
The CONTRACTOR shall not, during the period of this CONTRACT, employ any COUNTY
employee for any purpose.
19. Consulting Contract—Follow-On Work: No person or firm or subsidiary thereof who has
been awarded a consulting services contract or a contract which includes a consulting
component may be awarded a contract for the provision of services, the delivery of goods
or supplies, or the provision of any other related action which is required, suggested, or
otherwise deemed appropriate as an end product of the consulting services contract.
Therefore, any consultant that contracts with a COUNTY agency/department to develop
a feasibility study or to provide formal recommendations is precluded from contracting for
any work recommended in the study or included in the recommendations.
20. CONTRACTOR Personnel: The CONTRACTOR warrants that all persons employed to
provide service under this CONTRACT have satisfactory past work records indicating their
ability to accept the kind of responsibility anticipated under this CONTRACT.
21. CONTRACTOR'S PROJECT MANAGER and Key Personnel: CONTRACTOR shall
appoint a 'CONTRACTOR'S PROJECT MANAGER' to direct the CONTRACTOR's efforts
in fulfilling CONTRACTOR'S obligations under this CONTRACT. The name of the
CONTRACTOR'S PROJECT MANAGER shall be provided to the COUNTY. If there be a
CONTRACTOR'S PROJECT MANAGEMENT change the CONTRACTOR will notify the
COUNTY in writing prior to the change being made.
The COUNTY'S PROJECT MANAGER shall have the right to require the removal and
replacement of the CONTRACTOR'S PROJECT MANAGER and key personnel. The
COUNTY'S PROJECT MANAGER shall notify the CONTRACTOR in writing of such
action. The CONTRACTOR shall accomplish the removal within 14 calendar days after
written notice by the COUNTY'S PROJECT MANAGER. The COUNTY'S PROJECT
MANAGER shall review and approve the appointment of the replacement for the
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CONTRACTOR'S PROJECT MANAGER and key personnel. Said approval shall not be
unreasonably withheld.
22. County of Orange Child Support Enforcement: In order to comply with the child
support enforcement requirements of the County of Orange, within ten (10) days of
notification of selection of award of CONTRACT but prior to official award of CONTRACT,
the selected CONTRACTOR agrees to furnish to the CONTRACT MANAGER, the
Purchasing Agent, or the agency/department deputy purchasing agent:
A. In the case of an individual CONTRACTOR, his/her name, date of birth, Social
Security number, and residence address;
B. In the case of a CONTRACTOR doing business in a form other than as an
individual, the name, date of birth, Social Security number, and residence address
of each individual who owns an interest of ten (10) percent or more in the
contracting entity;
C. A certification that the CONTRACTOR has fully complied with all applicable federal
and state reporting requirements regarding its employees; and
D. A certification that the CONTRACTOR has fully complied with all lawfully served
Wage and Earnings Assignment Orders and Notices of Assignment and will
continue to so comply.
Failure of the CONTRACTOR to timely submit the data and/or certifications required may
result in the CONTRACT being awarded to another CONTRACTOR. In the event a
CONTRACT has been issued, failure of the CONTRACTOR to comply with all federal,
state, and local 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 the CONTRACT. Failure to cure such breach within sixty
(60) calendar days of notice from the COUNTY shall constitute grounds for termination of
the CONTRACT.
23. Data—Title To: All materials, documents, data or information obtained from the COUNTY
data files or any COUNTY medium furnished to the CONTRACTOR in the performance of
this CONTRACT will at all times remain the property of the COUNTY. Such data or
information may not be used or copied for direct or indirect use by the CONTRACTOR
after completion or termination of this CONTRACT without the express written consent of
the COUNTY. All materials, documents, data or information, including copies, must be
returned to the COUNTY at the end of this CONTRACT (or final renewal), as applicable.
24. 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. CONTRACTOR
agrees to grant the COUNTY, federal and state governments a royalty -free, non-
exclusive, irrevocable, paid-up license throughout the world to use, duplicate, or
dispose of such Intellectual Property throughout the world in any manner for
governmental purposes and to have and permit others to do so.
B. Ownership.
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,
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conceived, derived from, or reduced to practice by CONTRACTOR 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.
In the performance of this CONTRACT, CONTRACTOR may exercise and
utilize certain of its Intellectual Property in existence prior to the effective
date of this CONTRACT. In addition, under this CONTRACT,
CONTRACTOR may access and utilize certain COUNTY'S Intellectual
Property inexistence prior to the effective date of this CONTRACT. Except
as otherwise set forth herein, CONTRACTOR shall not use any of
COUNTY'S Intellectual Property now existing or hereafter existing for any
purposes without the prior written permission of COUNTY. Except as
otherwise set forth herein, neither the CONTRACTOR nor COUNTY shall
give any ownership interest in or rights to its Intellectual Property to the
other PARTY. If, during the term of this CONTRACT, CONTRACTOR
accesses any third -party Intellectual Property that is licensed to COUNTY,
CONTRACTOR agrees to abide by all license and confidentiality
restrictions applicable to COUNTY in the third -party's license Contract.
V. CONTRACTOR agrees to cooperate with COUNTY in establishing or
maintaining COUNTY'S exclusive rights in the Intellectual Property, and in
assuring COUNTY'S sole rights against third parties with respect to the
intellectual Property. If the CONTRACTOR enters into any contracts or
subcontracts with other parties in order to perform this CONTRACT,
CONTRACTOR shall require the terms of the contract(s) to include all
Intellectual Property provisions of Paragraphs twenty-four (24)(A) through
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twenty-four (24)(1). Such terms must include, but are not limited to, the
subcontractor assigning and agreeing to assign to COUNTY all rights, title
and interest in Intellectual Property made, conceived, derived from, or
reduced to practice by the subcontractor, CONTRACTOR or COUNTY and
which result directly or indirectly from this CONTRACT or any subcontract.
V. Pursuant to Paragraph twenty-four (24)(13)(iv) of the Intellectual Property
Provisions of this CONTRACT, the requirement for the CONTRACTOR to
include all Intellectual Property Provisions of Paragraphs twenty-four
(24)(A) through twenty-four (24)(1) of the Intellectual Property Provisions
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 WIOA NPRM 680.700-850.
vi. CONTRACTOR further agrees to assist and cooperate with COUNTY in all
reasonable respects, and execute all documents and, subject to
reasonable availability, give testimony and take all further acts reasonably
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 CONTRACTOR or COUNTY and which result directly or
indirectly from this CONTRACT, CONTRACTOR shall retain title to all of
its Intellectual Property to the extent such Intellectual Property is in
existence prior to the effective date of this CONTRACT. CONTRACTOR
hereby grants to COUNTY, without additional compensation, a permanent,
non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual,
non -terminable license to use, reproduce, manufacture, sell, offer to sell,
import, export, modify, publicly and privately display/perform, distribute,
and dispose of CONTRACTOR's Intellectual Property with the right to
sublicense through multiple layers, for any purpose whatsoever, to the
extent it is incorporated in the Intellectual Property resulting from this
CONTRACT, unless CONTRACTOR 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
CONTRACTOR from using any ideas, concepts, know-how, methodology
or techniques related to its performance under this CONTRACT, provided
that CONTRACTOR's use does not infringe the patent, copyright,
trademark rights, license or other Intellectual Property rights of COUNTY
or third party, or result in a breach or default of any provisions of
Paragraphs twenty-four (24)(A) through twenty-four (24)(1) or result in a
breach of any provisions of law relating to confidentiality.
D. Copyright.
I. CONTRACTOR agrees that for purposes of copyright law, all works (as
defined in Ownership, Paragraph twenty-four (24)(B)(ii) (a) of authorship
made by or on behalf of CONTRACTOR in connection with
CONTRACTOR's performance of this CONTRACT shall be deemed
"works made for hire." CONTRACTOR further agrees that the work of each
person utilized by CONTRACTOR in connection with the performance of
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this CONTRACT will be a "work made for hire," whether that person is an
employee of CONTRACTOR or that person has entered into a contract with
CONTRACTOR to perform the work. CONTRACTOR shall enter into a
written contract with any such person that (i) all work performed for
CONTRACTOR shall be deemed a "work made for hire" under the
Copyright Act and (ii) that person shall assign all right, title, and interest to
COUNTY to any work product made, conceived, derived from or reduced
to practice by CONTRACTOR or COUNTY and which result directly or
indirectly from this 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 CONTRACTOR 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 CONTRACTOR in the performance of this
CONTRACT, which did not result from research and development specifically
included in the CONTRACT's Scope of Services, CONTRACTOR hereby grants
to COUNTY a license as described under Paragraph twenty-four (24)(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 CONTRACTOR agrees to assign
to COUNTY, without additional compensation, all its right, title and interest in and
to such inventions and to assist COUNTY in securing United States and foreign
patents with respect thereto.
F. Third -Party Intellectual Property.
Except as provided herein, CONTRACTOR agrees that its performance of this
CONTRACT shall not be dependent upon or include any Intellectual Property of
CONTRACTOR or third party without first: (i) obtaining COUNTY'S prior written
approval; and (ii) granting to or obtaining for COUNTY'S, without additional
compensation, a license, as described in Paragraph twenty-four (24)(C), for any of
CONTRACTOR'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 CONTRACTOR's performance of this CONTRACT,
CONTRACTOR shall obtain a license under terms acceptable to COUNTY.
G. Warranties.
I. CONTRACTOR represents and warrants that:
a. CONTRACTOR has secured and will secure all rights and licenses
necessary for its performance of this CONTRACT.
b. Neither CONTRACTOR'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 CONTRACTOR 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
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proprietary right or interest of any third -party or entity now existing
under the laws of, or hereafter existing or issued by, any state, the
United States, or any foreign country. There are currently no actual
or threatened claims by any such third party based on an alleged
violation of any such right by CONTRACTOR.
c. Neither CONTRACTOR's performance nor any part of its performance
will violate the right of privacy of, or constitute a libel or slander against
any person or entity.
d. CONTRACTOR has secured and will secure all rights and licenses
necessary for Intellectual Property including, but not limited to,
consents, waivers or releases from all authors of music or
performances used, and talent (radio, television and motion picture
talent), owners of any interest in and to real estate, sites locations,
property or props that may be used or shown.
e. CONTRACTOR has not granted and shall not grant to any person or
entity any right that would or might derogate, encumber, or interfere
with any of the rights granted to COUNTY in this CONTRACT.
f. CONTRACTOR 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. CONTRACTOR has no knowledge of any outstanding claims, licenses
or other charges, liens or encumbrances of any kind or nature
whatsoever that could affect in any way CONTRACTOR's performance
of this 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. CONTRACTOR shall indemnify, defend and hold harmless COUNTY and
its licensees and assignees, and its officers, DIRECTOR, 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 CONTRACTOR is a party to any pending or
threatened litigation, which arise out of or are related to (i) the incorrectness
or breach of any of the representations, warranties, covenants or contracts
of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual
Property infringement, or any other type of actual or alleged infringement
claim, arising out of COUNTY'S use, reproduction, manufacture, sale, offer
to sell, distribution, import, export, modification, public and private
performance/display, license, and disposition of the Intellectual Property
made, conceived, derived from, or reduced to practice by CONTRACTOR
or COUNTY and which result directly or indirectly from this CONTRACT.
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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 CONTRACTOR's
expense, any such infringement action brought against COUNTY.
ii. Should any Intellectual Property licensed by the CONTRACTOR to
COUNTY under this CONTRACT become the subject of an Intellectual
Property infringement claim CONTRACTOR will exercise its authority
reasonably and in good faith to preserve COUNTY'S right to use the
licensed Intellectual Property in accordance with this CONTRACT at no
expense to COUNTY. COUNTY shall have the right to monitor and appear
through its own counsel (at CONTRACTOR's expense) in any such claim
or action. In the defense or settlement of the claim, CONTRACTOR may
obtain the right for COUNTY to continue using the licensed intellectual
Property or, replace or modify the licensed Intellectual Property, so that the
replaced or modified Intellectual Property becomes non -infringing provided
that such 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.
CONTRACTOR agrees that damages alone would be inadequate to
compensate COUNTY for breach of any term of these Intellectual
Property provisions of Paragraphs twenty-four (24)(A) through twenty-four
(24)(1) by CONTRACTOR. CONTRACTOR acknowledges COUNTY would
suffer irreparable harm in the event of such breach and agrees COUNTY
shall be entitled to obtain equitable relief, including without limitation an
injunction, from a court of competent jurisdiction, without restriction or
limitation of any other rights and remedies available at law or in equity.
Survival.
The provisions set forth herein shall survive any termination or expiration of this
CONTRACT or any CONTRACT schedule.
25. Disputes—Contract:
A. 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
CONTRACTOR'S PROJECT MANAGER and the COUNTY'S PROJECT
MANAGER, such matter shall be brought to the attention of the COUNTY'S
PROJECT MANAGER by way of the following process:
i. The CONTRACTOR shall submit to the agency/department assigned
PROJECT MANAGER 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 the COUNTY, on its own initiative,
has already rendered such a final decision.
ii. The CONTRACTOR's written demand shall be fully supported by factual
information, and, if such demand involves a cost adjustment to the
CONTRACT, the CONTRACTOR shall include with the demand a written
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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 the Contract adjustment for which
the CONTRACTOR believes the COUNTY is liable.
B. Pending the final resolution of any dispute arising under, related to, or involving
this CONTRACT, the CONTRACTOR agrees to proceed with the provision of
services under this CONTRACT. The CONTRACTOR's failure to proceed shall
be considered a material breach of this CONTRACT.
Any final decision of the COUNTY shall be expressly identified as such, shall be in writing,
and shall be signed by the CONTRACT MANAGER. If the COUNTY fails to render a
decision within ninety (90) days after receipt of the CONTRACTOR'S demand, it shall be
deemed a final decision adverse to the CONTRACTOR's contentions. Nothing in this
Paragraph 25 shall be construed as affecting the COUNTY'S right to terminate the
CONTRACT for Cause or Terminate for Convenience as stated in Paragraph K herein.
26. Complaint Handling Procedures: CONTRACTOR shall comply with the "Complaint
Handling Procedures", a copy of which is available from the PROJECT MANAGER.
CONTRACTOR shall advise participants of their right to file complaints and of the
procedures for resolution of any complaints. CONTRACTOR shall follow the COUNTY'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 CONTRACTOR.
27. EDD Independent Contractor Reporting Requirements: Effective January 1, 2001, the
County of Orange is required to file federal Form 1099-Misc for services received from a
"service provider" to whom the COUNTY pays $600 or more or with whom the COUNTY
enters into a contract for $600 or more within a single calendar year attached hereto as
Exhibit 6 and incorporated herein by this reference. The purpose of this reporting
requirement is to increase child support collection by helping to locate parents who are
delinquent in their child support obligations.
The term "service provider" is defined in California Unemployment Insurance Code
Section 1088.8, subparagraph B.2 as "an individual who is not an employee of the service
recipient for California purposes and who received compensation or executes a contract
for services performed for that service recipient within or without the state." The term is
further defined by the California Employment Development Department to refer
specifically to independent contractors. An independent contractor is defined as "an
individual who is not an employee of the ... government entity for California purposes and
who receives compensation or executes a contract for services performed for that ...
government entity either in or outside of California."
The reporting requirement does not apply to corporations, general partnerships, limited
liability partnerships, and limited liability companies.
Additional information on this reporting requirement can be found at the California
Employment Development Department web site located at
28. Gratuities: The CONTRACTOR warrants that no gratuities, in the form of
entertainment, gifts or otherwise, were offered or given by the CONTRACTOR or
any agent or representative of the CONTRACTOR to any officer or employee of
the COUNTY with a view toward securing the CONTRACT or securing favorable
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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 services
which the CONTRACTOR agreed to supply shall be borne and paid for by the
CONTRACTOR. The rights and remedies of the COUNTY provided in this
Paragraph 28 shall not be exclusive and are in addition to any other rights and
remedies provided by law or under the CONTRACT.
29. Sectarian Activities: CONTRACTOR 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.
30. Drug Free Workplace: CONTRACTOR shall execute and abide by the Drug Free
Workplace Certification attached hereto as Exhibit 2 and incorporated herein by this
reference.
31. Debarment: CONTRACTOR shall execute and abide by the Debarment & Suspension
Certification, attached hereto as Exhibit 3 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
CFR Part 98.
32. Lobbying:
A. CONTRACTOR shall execute and abide by the terms of the "Certification
Regarding Lobbying," which is attached hereto as Exhibit 4 and incorporated herein
by this reference. CONTRACTOR shall complete and immediately forward to the
COUNTY'S PROJECT MANAGER the "Disclosure Form to Report Lobbying," a
copy of which is attached hereto as Exhibit 5 and incorporated herein by this
reference, if CONTRACTOR, or any person, firm or corporation acting on
CONTRACTOR's behalf, engaged or engages in lobbying any federal office,
employee, elected official or agency with respect to this CONTRACT or funds to be
received by CONTRACTOR pursuant to this CONTRACT.
B. CONTRACTOR agrees that the funds provided herein shall not be used to promote,
directly or indirectly, any political party, political candidate or political activity, except
as permitted by law.
C. CONTRACTOR shall be in compliance with the Byrd Anti -Lobbying Amendment (31
U.S.C. 1352 and 29 CFR Part 93).
33. Fraud: CONTRACTOR shall immediately report all suspected or known instances and
facts concerning possible fraud, abuse or criminal activity under this CONTRACT.
CONTRACTOR 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 through: httD://occiov.com/gov/risk/r)rocirams/antifraud.
34. Standards of Conduct:
A. General Assurance. Every reasonable course of action will be taken by
CONTRACTOR in order to maintain the integrity of this expenditure of public funds
and to avoid favoritism and questionable or improper conduct.
This CONTRACT will be administered in an impartial manner, free from efforts to
attain personal, financial or political gain. CONTRACTOR, its officers and
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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. CONTRACTOR 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 CONTRACTOR will receive favorable
treatment when considered for enrollment in programs provided by, or employment
with CONTRACTOR.
D. Conducting Business Involving Close Personal Friends and Associates.
Executives and employees of CONTRACTOR will be particularly aware of the
varying degrees of influence that can be exerted by personal friends and
associates and, in administering this 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
CONTRACTOR to conduct business with a friend or associate of an executive or
employee of CONTRACTOR 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 CONTRACTOR, a permanent record of the transaction will be
retained.
E. Avoidance of Conflict of Economic Interest. No executive or employee of
CONTRACTOR, 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
CONTRACTOR will solicit or accept money or any other consideration from a third
person, for the performance of an act reimbursed in whole or part by
CONTRACTOR or COUNTY.
35. News/Information Release: The CONTRACTOR 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 the COUNTY through COUNTY'S PROJECT
MANAGER.
36. Notices: Any and all notices, requests demands and other communications contemplated,
called for, permitted, or required to be given hereunder shall be in writing, except through
the course of the PARTIES' 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 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.
County of Orange Page 21 of 37 City of Santa Ana
OC Community Resources Contract FYs 2WAv-23'ssional-MI Contract# 16-28-0039-RWS
For COUNTY:
County of Orange
OC Community Resources
Community Investment Division
COUNTY'S PROJECT MANAGER
1300 South Grand Ave., Bldg. 'B', 31d Fir
Santa Ana, CA 92705-4407
For CONTRACTOR:
City of Santa Ana/
Santa Ana Workforce Investment Board
CONTRACTOR'S PROJECT MANAGER
20 Civic Center Plaza
Santa Ana, CA 92701-4058
37. Literature/Publicity: Any literature distributed by CONTRACTOR 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 Workforce 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."
38. Ownership of Documents: The COUNTY has permanent ownership of all directly
connected and derivative materials produced under this CONTRACT by the
CONTRACTOR. 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 CONTRACTOR without the express written
consent of the COUNTY.
39. Precedence: The CONTRACT documents consist of this CONTRACT and its
Attachments and Exhibits. In the event of a conflict between or among the 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 Paragraphs of this
CONTRACT, and then the Attachments and Exhibits.
40. COUNTY'S PROJECT MANAGER: The COUNTY shall appoint a PROJECT MANAGER
to act as liaison between the COUNTY and the CONTRACTOR during the term of this
CONTRACT. The COUNTY'S PROJECT MANAGER shall coordinate the activities of the
COUNTY staff assigned to work with the CONTRACTOR.
41. Reports/Meetings: The CONTRACTOR shall develop reports and any other relevant
documents necessary to complete the services and requirements as set forth in this
CONTRACT. The COUNTY'S PROJECT MANAGER and the CONTRACTOR's
PROJECT MANAGER will meet on reasonable notice to discuss the CONTRACTOR's
performance and progress under this CONTRACT. If requested, the CONTRACTOR's
PROJECT MANAGER and other CONTRACT personnel shall attend all meetings. The
CONTRACTOR shall provide such information that is requested by the COUNTY for the
purpose of monitoring progress under this CONTRACT.
CONTRACTOR shall maintain records and submit such records, data and information
regarding the performance of CONTRACTOR'S services, activities, cost or other data
relating to this CONTRACT, in the form and at such time as PROJECT MANAGER may
require. PROJECT MANAGER may modify the provisions of this Paragraph 41 without
further Board of Supervisors action upon written notice to CONTRACTOR.
42. Termination—Orderly: After receipt of a termination notice from the County of Orange,
the CONTRACTOR shall submit to the COUNTY a termination claim, if applicable. Such
claim shall be submitted promptly, but in no event later than sixty (60) days from the
effective date of the termination, unless one or more extensions in writing are granted by
County of Orange Page 22 of 37 City of Santa Ana
OC Community Resources Contract FYs2pjfyQ8w4 Y4fessional-MI Contract #16-28-0039-RWS
the COUNTY upon written request of the CONTRACTOR. Upon termination COUNTY
agrees to pay the CONTRACTOR for all services performed prior to termination which
meet the requirements of the CONTRACT, provided, however, that such compensation
plus previously paid compensation shall not exceed the total compensation set forth in the
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 execution of the CONTRACT. In addition, each PARTY will
assist the other PARTY in orderly termination of this CONTRACT and the transfer of all
aspects, tangible and intangible, as may be necessary for the orderly, non -disruptive
business continuation of each PARTY.
43. Errors and Omissions: All reports, files and other documents prepared and submitted by
CONTRACTOR shall be complete and shall be carefully checked by the professional(s)
identified by CONTRACTOR as PROJECT MANAGER and key personnel attached
hereto, prior to submission to the COUNTY. CONTRACTOR agrees that COUNTY review
is discretionary and CONTRACTOR shall not assume that the COUNTY will discover
errors and/or omissions. If the COUNTY discovers any errors or omissions prior to
approving CONTRACTOR'S reports, files and other written documents, the reports, files
or documents will be returned to CONTRACTOR for correction. Should the COUNTY or
others discover errors or omissions in the reports, files or other written documents
submitted by CONTRACTOR after COUNTY approval thereof, COUNTY approval of
CONTRACTOR's reports, files or documents shall not be used as a defense by
CONTRACTOR in any action between the COUNTY and CONTRACTOR, and the reports,
files or documents will be returned to CONTRACTOR for correction.
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County of Orange Page 23 of 37 City of Santa Ana
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Program Specific Terms and Conditions
44. Participants
A. Eligibility. Only participants who have been determined to meet all federal eligibility
requirements to receive training hereunder shall be enrolled by CONTRACTOR in
any occupational training. Determinations that participants meet federal eligibility
requirements shall be made by One Stop Centers funded by COUNTY, and, when
applicable, by WIOA Service Providers.
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
CONTRACTOR students are entitled, including, but not limited to, special
instruction, use of facilities on CONTRACTOR's premises such as the libraries and
learning centers, counseling, student body activities, and veterans' benefits.
CONTRACTOR's representatives will provide academic counseling for
participants and inform them of CONTRACTOR's services available to them.
D. Labor Standards. CONTRACTOR shall adhere to the Labor Standards described
in the Act, including Section 181 of the Act, and all other applicable codes and
regulations.
45. Policies and Procedures: CONTRACTOR shall monitor its program for compliance with
the provisions of this CONTRACT. CONTRACTOR 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.
46. Budget Schedule
CONTRACTOR agrees that the expenditures of any and all funds under this CONTRACT
will be in accordance with the Budget Schedule, a copy of which is attached hereto as
Attachment C, and which by this reference is incorporated herein and made a part hereof
as if fully set forth.
47. Modification of Budget Schedule
A. Upon written approval of CONTRACT MANAGER, CONTRACTOR shall have the
authority to transfer allocated program funds from one category of the overall
program budget to any other category of the overall program budget, as long as
the amount of the total contract is not increased and the basic goals and objectives
of the program are not altered. No such transfer may be made without the express
prior written approval of CONTRACT MANAGER. A modification of the Budget
Schedule may include the addition of any new budget category. Approval of the
Budget Modification by CONTRACT MANAGER includes approval of the new
Budget Category. Budget modifications are limited to once each Quarter.
B. CONTRACTOR may submit a program or budget modification request in response
to the modification of program components and/or service levels which significantly
alter CONTRACTOR's Scope of Services. Without further Board action,
DIRECTOR may execute amendments to this CONTRACT modifying
CONTRACTOR's services in amounts that do not collectively increase by more
than ten percent (10%) the price of said services under this CONTRACT when
originally executed. Increases in excess of ten percent (10%) of the original
CONTRACT price, must be approved by the COUNTY'S Board of Supervisors.
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48. Sweat -free Code of Conduct: All CONTRACTORS contracting for the procurement or
laundering of apparel, garments or corresponding accessories, or the procurement of
equipment, materials, or supplies, other than procurement related to a public works
contract, declare under penalty of perjury that no apparel, garments or corresponding
accessories, equipment, or supplies have been furnished to the CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR agrees to cooperate fully in providing reasonable access to the
CONTRACTOR'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 CONTRACTOR's compliance
with the requirements under Paragraph 48 of the Sweat -free Code of Conduct.
49. Annual Audit: CONTRACTOR shall arrange for an independent audit to be performed
by a Certified Public Accountant, which shall include an audit of the WIOA funds received
from COUNTY, in accordance with the Act, 20 CFR WIOA NPRM Part 683.200, and 2
CFR 200 Subpart F and 2 CFR 2900 Subpart F. CONTRACTOR shall submit two (2)
copies of each required audit report to COUNTY within thirty (30) days after the date
received by CONTRACTOR.
50. Corporate Status: All corporate CONTRACTORS shall be registered with the California
Secretary of State and shall be in good standing, without suspension by the California
Secretary of State, Franchise Tax Board, or Internal Revenue Service. Any change in
corporate status or suspension shall be reported by CONTRACTOR immediately in writing
to COUNTY'S PROJECT MANAGER.
51. Equipment: All computer-related and electronic equipment purchased with funds
provided under this CONTRACT or which are furnished to CONTRACTOR 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 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,
CONTRACTOR 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.
CONTRACTOR 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. Inventorylists
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.
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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 CONTRACTOR shall be requested by
CONTRACTOR in writing, shall require the prior written approval of DIRECTOR
and shall fulfill the provisions of this CONTRACT which are appropriate and directly
related to CONTRACTOR'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 CONTRACTOR, if prior written approval has not
been obtained from COUNTY'S PROJECT MANAGER.
52. Compliance with COUNTY WIOA Policies and Procedures: If any services under this
Agreement are funded by WIOA, CONTRACTOR shall comply with all applicable parts of
COUNTY's WIOA Policies and Procedures. Said Policies and Procedures may be
modified by COUNTY's PROGRAM MANAGER upon ten (10) days written notice to
CONTRACTOR.
53. 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 CONTRACTOR
and/or anyone acting under the supervision of CONTRACTOR to any person, partnership,
company, corporation, or agency, 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, etc., are
to be administered only by the COUNTY unless otherwise agreed to by both PARTIES.
54. Approved Scope of Services: This CONTRACT is based upon the information and
representations contained in Attachment B, CONTRACTORS's approved Scope of
Services. CONTRACTOR agrees to comply with all provisions, to perform all work, and
to provide all services set forth in this CONTRACT. The specific program components to
be performed by CONTRACTOR and the service levels to be utilized by COUNTY for
program evaluation and monitoring include, but are not limited to, those listed in
Attachment B hereto. Services to be provided hereunder shall be restricted to those
described in Attachment B.
55. Instructors: CONTRACTOR shall ensure that every instructor involved in the training of
participants hereunder shall be qualified to instruct in the program or training component
in which he/she acts as an instructor, and that every instructor required to be certified or
licensed is appropriately certified or licensed by the State or other licensing or certifying
authority.
56. Other Requirements — Program Confidentiality
A. Without prejudice to any other section of this CONTRACT, CONTRACTOR shall,
where applicable, maintain the confidential nature of information provided to it
concerning participants in accordance with the requirements of federal and State
law. However, CONTRACTOR shall submit to COUNTY, the State of California
and/or the United States government or their representatives, all records
requested for administrative purposes, including audits, examinations, monitoring
and verification of reports submitted by CONTRACTOR, costs incurred and
services rendered hereunder.
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B. CONTRACTOR shall require all of its employees, agents, subcontractors and
volunteer staff who may provide services to CONTRACTOR under this
CONTRACT to sign an agreement with CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, and as to the latter, only during
such audit. CONTRACTOR shall provide reports and any other information
required by COUNTY in the administration of this 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 CONTRACTOR 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 CONTRACTOR 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,
CONTRACTOR shall procure the written consent from students enrolled through
the COUNTY allowing CONTRACTOR 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. CONTRACTOR agrees that any and all subcontracts entered into shall be subject
to the confidentiality requirements of this CONTRACT.
57. Compliance with Law — CONTRACT:
In its performance under this CONTRACT, CONTRACTOR shall fully comply with the
requirements of the following, whether or not otherwise referred to in this CONTRACT:
A. The Act and all applicable federal statues, regulations, policies, procedures and
directives, including but not limited to, 20 CFR WIOA NPRM Parts 676 through 678
and Parts 675, 679 through 687.
I. All applicable standards and orders and requirements issued under
Section 306 of the Clean Air Act, Section 508 of the Clean Water Act and
Environmental Protection Agency regulations in contracts in excess of
$100,000.
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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;
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 CONTRACTOR's operations; and
F. The terms and conditions of this CONTRACT, including Attachments and Exhibits.
58. Signature in Counterparts: The PARTIES agree that separate copies of the
CONTRACT 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 PARTIES.
59. DUNS Number and Related Information:
The DUNS number is a unique 9 -digit identifier issued and maintained by Dun & Bradstreet
(D&B) that verifies the existence of a business entity. The DUNS 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 DUNS number must be provided to COUNTY prior to the execution of this
CONTRACT. CONTRACTOR shall ensure all DUNS information is up to date and the
DUNS number status is "active," prior to execution of this CONTRACT.
If COUNTY cannot access the CONTRACTOR's DUNS information related to this federal
sub award on the Federal Funding Accountability and Transparency Act Sub award
Reporting System (SAM.GOV) due to errors in the CONTRACTOR's data entry for its
DUNS number, the CONTRACTOR must immediately update the information as required.
60. Pell Grants/HEA Title IV: If CONTRACTOR 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, CONTRACTOR shall cooperate with COUNTY'S PROJECT
MANAGER in coordinating these grants and awards with WIOA funding in accordance
with 20 CFR WIOA NPRM 680.320 and Section 134 (d) of the Act. CONTRACTOR shall
inform COUNTY'S PROJECT MANAGER in writing of the amounts and disposition of
any Pell Grants, Higher Education Act Title IV awards and other financial aid granted to
each WIOA participant under this CONTRACT.
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County of Orange Page 28 of 37 City of Santa Ana
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General Terms and Conditions:
A. 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 trial to another COUNTY.
B. Entire Contract: This CONTRACT, including Attachments A, B, C and D, and Exhibits
1, 2, 3, 4, 5, 6, and 7 which are attached hereto and incorporated herein by this reference,
when accepted by the CONTRACTOR either in writing or by the shipment of any article
or other commencement of performance hereunder, contains the entire CONTRACT
between the PARTIES with respect to the matters herein, and there are no restrictions,
promises, warranties or undertakings other than those set forth herein or referred to
herein. No exceptions, alternatives, substitutes or revisions are valid or binding on
COUNTY unless authorized by COUNTY in writing. Electronic acceptance of any
additional terms, conditions or supplemental contracts by any COUNTY employee or
agent, including but not limited to installers of software, shall not be valid or binding on
COUNTY unless accepted in writing by CONTRACT MANAGER.
C. 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.
D. Taxes: Intentionally left blank
E. Delivery: Time of delivery of services is of the essence in this CONTRACT. COUNTY
reserves the right to refuse any services and to cancel all or any part of the descriptions
or services that do not conform to the prescribed Scope of Services. Delivery shall not be
deemed to be complete until all services have actually been received and accepted in
writing by COUNTY.
F. Acceptance/Payment: Unless otherwise agreed to in writing by the COUNTY, 1)
acceptance shall not be deemed complete unless in writing and until all the services have
actually been received to the satisfaction of COUNTY, and 2) payment shall be made in
arrears after satisfactory acceptance.
G. Warranty: CONTRACTOR expressly warrants that the services covered by this
CONTRACT are fit for the particular purpose for which they are intended. Acceptance of
this order shall constitute an agreement upon CONTRACTOR's part to indemnify, defend
and hold COUNTY and COUNTY INDEMNITEES as identified in Paragraph HH below,
and as more fully described in Paragraph HH, harmless from liability, loss, damage and
expense, including reasonable counsel fees, incurred or sustained by COUNTY by reason
of the failure of the 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.
H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly
provided in this CONTRACT, CONTRACTOR shall be solely responsible for clearing the
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right to use any patented or copyrighted materials in the performance of this CONTRACT.
CONTRACTOR 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. CONTRACTOR agrees that, in accordance with the more specific
requirement contained in Paragraph HH below, it shall indemnify, defend and hold
COUNTY and COUNTY INDEMNITIES 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, but not limited to, attorney's fees, costs and
expenses.
I. Assignment or Sub -Contracting: 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 or sub -contracted by CONTRACTOR without the express
written consent of COUNTY. Any attempt by CONTRACTOR to assign or sub -contract
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.
J. Non -Discrimination: In the performance of this CONTRACT, CONTRACTOR 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.
CONTRACTOR acknowledges that a violation of this provision shall subject
CONTRACTOR to all the penalties imposed for a violation of Section 1720 at seq. of the
California Labor Code.
K. Termination: In addition to any other remedies or rights it may have by law, COUNTY
has the right to terminate this CONTRACT without penalty immediately with cause or after
30 days' written notice without cause, unless otherwise specified. Cause shall be defined
as any breach of CONTRACT, any misrepresentation or fraud on the part of the
CONTRACTOR. Exercise by COUNTY of its right to terminate the CONTRACT shall
relieve COUNTY of all further obligations.
L. 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.
M. Remedies Not Exclusive: The remedies for breach set forth in this CONTRACT are
cumulative as to one another and as to any other provided by law, rather than exclusive;
and the expression of certain remedies in this CONTRACT does not preclude resort by
either PARTY to any other remedies provided by law.
N. Independent CONTRACTOR: CONTRACTOR shall be considered an independent
CONTRACTOR and neither CONTRACTOR nor its employees; nor anyone working under
CONTRACTOR shall be considered an agent or an employee of COUNTY. Neither
CONTRACTOR nor its employees; nor anyone working under CONTRACTOR shall
qualify for workers' compensation or other fringe benefits of any kind through COUNTY.
O. Performance: CONTRACTOR shall perform all work under this CONTRACT, taking
necessary steps and precautions to perform the work to COUNTY'S satisfaction.
CONTRACTOR shall be responsible for the professional quality, technical assurance,
timely completion and coordination of all documentation and other services furnished by
the CONTRACTOR under this CONTRACT. CONTRACTOR shall perform all work
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112
diligently, carefully, and in a good and workman -like manner; shall furnish all labor,
supervision, machinery, equipment, materials, and supplies necessary therefore; 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; and, if permitted to subcontract, shall be fully
responsible for all work performed by subcontractors.
Insurance:
Insurance Provisions
Prior to the provision of services under this CONTRACT, the CONTRACTOR agrees to
purchase all required insurance at CONTRACTOR's expense, including all endorsements
required herein, necessary to satisfy the COUNTY that the insurance provisions of this
CONTRACT have been complied with. CONTRACTOR agrees to keep such insurance
coverage, Certificates of Insurances, and endorsements on deposit with the COUNTY
during the entire term of this CONTRACT. In addition, all subcontractors performing work
on behalf of CONTRACTOR pursuant to this CONTRACT shall obtain insurance subject
to the same terms and conditions as set forth herein for CONTRACTOR.
CONTRACTOR shall ensure that all subcontractors performing work on behalf of
CONTRACTOR pursuant to this CONTRACT shall be covered under CONTRACTOR's
insurance as an Additional Insured or maintain insurance subject to the same terms and
conditions as set forth herein for CONTRACTOR. CONTRACTOR shall not allow
subcontractors to work if subcontractors have less than the level of coverage required by
COUNTY from CONTRACTOR under this CONTRACT. It is the obligation of
CONTRACTOR to provide notice of the insurance requirements to every subcontractor
and to receive proof of insurance prior to allowing any subcontractor to begin work. Such
proof of insurance must be maintained by CONTRACTOR through the entirety of this
CONTRACT for inspection by COUNTY representative(s) at any reasonable time.
All self-insured retentions (SIRs) and deductibles shall be clearly stated on the Certificate
of Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance
with a zero (0) by the appropriate line of coverage. Any self-insured retention (SIR) or
deductible in an amount in excess of $25,000 ($5,000 for automobile liability), which shall
specifically be approved by the COUNTY Executive Office (CEO)/Office of Risk
Management upon review of CONTRACTOR's current audited financial report.
If the CONTRACTOR 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).
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 CONTRACTOR shall provide the
minimum limits and coverage as set forth below:
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Coverage
Minimum Limits
Commercial General Liability
$1,000,000 per occurrence;
$2,000,000 aggregate
Automobile Liability including coverage for
owned, non -owned, and hired vehicles
$1,000,000 per occurrence
Workers' Compensation
Statutory
Employers' Liability Insurance
$1,000,000 per occurrence
Professional Liability Insurance
$1,000,000 per claims made;
$1,000,000 aggregate
Network Security & Privacy Liability
$1,000,000 per claims made
Sexual Misconduct Liability
$1,000,000 per occurrence
Required Coverage Forms
The Commercial General Liability coverage shall be written on Insurance Services Office
(ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad.
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.
Required Endorsements
The Commercial General Liability policy shall contain the following endorsements, which
shall accompany the Certificate of insurance:
1) An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a form
at least as broad naming the State of California, County of Orange, its elected and
appointed officials, officers, agents and employees 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.
The Network Security and Privacy Liability policy shall contain the following
endorsements which shall accompany the Certificate of Insurance:
1) An Additional Insured endorsement naming the County of Orange, its elected and
appointed officials, officers, agents and employees as Additional Insureds for its
vicarious liability.
2). A primary and non-contributing endorsement evidencing thatthe CONTRACTOR'S
insurance is primary and any insurance or self-insurance maintained by the County
of Orange shall be excess and non-contributing.
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.
County of Orange Page 32 of 37 City of Santa Ana
OC Community Resources Contract FYs22I§XW.%PWfessional-MI Contract#16-28-0039-RWS
All insurance policies required by this CONTRACT shall waive all rights of subrogation
against the County of Orange, its elected and appointed officials, officers, agents and
employees when acting within the scope of their appointment or employment.
CONTRACTOR shall notify COUNTY in writing within thirty (30) days of any policy
cancellation and ten (10) days for non-payment of premium and provide a copy of the
cancellation notice to COUNTY. Failure to provide written notice of cancellation may
constitute a material breach of the CONTRACT, upon which the COUNTY may suspend
or terminate this CONTRACT.
If CONTRACTOR's Professional Liability, Technology Errors & Omissions and/or Network
Security & Privacy Liability are "Claims Made" policy(ies), CONTRACTOR shall agree to
maintain coverage for two (2) years following the completion of the CONTRACT.
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).
*Insurance certificates should be forwarded to the agency/department address listed on
the solicitation.
If the CONTRACTOR fails to provide the insurance certificates and endorsements within
seven (7) days of notification to OC Community Resources/Contract Development &
Management, award may be made to the next qualified CONTRACTOR.
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 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 CONTRACTOR in writing of changes in the insurance requirements.
If CONTRACTOR does not deposit copies of acceptable Certificates of Insurance and
endorsements with COUNTY incorporating such changes within thirty (30) days of receipt
of such notice, this CONTRACT may be in breach without further notice to
CONTRACTOR, 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 CONTRACTOR'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.
*Certificate Holder Information
The County of Orange has contracted with Ebix RCS to monitor insurance certificates and
endorsements for compliance with the above requirements. Upon initial award of a
CONTRACT, the certificate(s) and endorsements(s) should be forwarded to the
agency/department address listed on the solicitation. The COUNTY will forward these
documents to Ebix RCS on your behalf. Ebix RCS may contact you to advise you of
deficiencies and request corrected documents. Please cooperate with their request for
information or corrections in order for the COUNTY to continue your CONTRACT through
the expiration date.
Q. Bills and Liens: Intentionally left blank.
R. Changes: Intentionally left blank.
County of Orange Page 33 of 37 City of Santa Ana
OC Community Resources Contract FYs 202W
/1—U&ssional-MI Contract # 16-28-0039-RWS
S. Change of Ownership: CONTRACTOR agrees that if there is a change or transfer in
ownership of CONTRACTOR's business prior to completion of this CONTRACT, the new
owners shall be required under terms of sale or other transfer to assume CONTRACTOR's
duties and obligations contained in this CONTRACT and complete them to the satisfaction
of COUNTY.
T. Force Majeure: CONTRACTOR 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 CONTRACTOR
gives written notice of the cause of the delay to COUNTY within thirty-six (36) hours of the
start of the delay and CONTRACTOR avails himself of any available remedies.
U. Confidentiality: CONTRACTOR 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 CONTRACTOR and CONTRACTOR's staff, agents and employees.
V. Compliance with Laws: CONTRACTOR represents and warrants that services to be
provided under this CONTRACT shall fully comply, at CONTRACTOR'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. CONTRACTOR acknowledges that COUNTY
is relying on CONTRACTOR to ensure such compliance, and pursuant to the
requirements of Paragraph HH below, CONTRACTOR 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.
W. Freight (F.O.B.): Intentionally left blank.
X. Pricing: Intentionally left blank.
Y. Intentionally left blank.
Z. Terms and Conditions: CONTRACTOR acknowledges that it has read and agrees to all
terms and conditions included in this CONTRACT
AA. Headings: The various headings and numbers herein, the grouping of provisions of this
CONTRACT into separate clauses and Paragraphs, and the organization hereof are for
the purpose of convenience only and shall not limit or otherwise affect the meaning hereof.
BB. 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.
CC. Calendar Days: Any reference to the word "day" or "days" herein shall mean calendar
day or calendar days, respectively, unless otherwise expressly provided.
DD. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this
CONTRACT, or where any provision hereof is validly asserted as a defense, each PARTY
shall bear its own attorney's fees, costs and expenses.
EE. 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 has been represented by experienced and knowledgeable
independent legal counsel of their own choosing or has knowingly declined to seek such
County of Orange Page 34 of 37 City of Santa Ana
OC Community Resources Contract FYs 2=418essional-MI Contract # 16-28-0039-RWS
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 affect the purpose of the
PARTIES and this CONTRACT.
FF. Authority: The PARTIES to this CONTRACT represent and warrant that this CONTRACT
has been duly authorized and executed and constitutes the legally binding obligation of
their respective organization or entity, enforceable in accordance with its terms.
GG. Employee Eligibility Verification: The CONTRACTOR 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. The
CONTRACTOR shall obtain, from all employees, consultants and subcontractors
performing work hereunder, all verification and other documentation of employment
eligibility status required by Federal or State statutes and regulations including, but not
limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as
they currently exist and as they may be hereafter amended. The CONTRACTOR shall
retain all such documentation for all covered employee, consultants and subcontractors
for the period prescribed by the law. The CONTRACTOR shall indemnify, defend with
counsel approved in writing by COUNTY, and hold harmless, the COUNTY, and its
COUNTY INDEMNITEES, its agents, officers, and employees from employer sanctions
and any other liability which may be assessed against the CONTRACTOR or the COUNTY
or COUNTY INDEMNITEES, or any combination of the three 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.
HH. Mutual Indemnification Provisions:
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 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 CONTRACT.
ii. COUNTY agrees to indemnify, defend and hold harmless CONTRACTOR, its
officers, employees and agents harmless from any claims, demands or liability of
any kind or nature, including but not limited to personal injury or property damage,
arising from or related to the services, products or other performance provided by
COUNTY pursuant to this CONTRACT.
iii. 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.
County of Orange Page 35 of 37 City of Santa Ana
OC Community Resources Contract FVs 2 2ax-37' ssional-MI Contract # 16-28-0039-RWS
Audits/Inspections: CONTRACTOR agrees to permit the COUNTY'S Auditor -Controller
or the Auditor -Controller's authorized representative (including auditors from a private
auditing firm hired by the 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
CONTRACTOR 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 the CONTRACT including, but not limited to, the costs of
administering the CONTRACT. The COUNTY will provide reasonable notice of such an
audit or inspection.
The COUNTY reserves the right to audit and verify the CONTRACTOR's records before
final payment is made.
CONTRACTOR 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. CONTRACTOR agrees to allow interviews of any employees
or others who might reasonably have information related to such records. Further,
CONTRACTOR agrees to include a similar right to the COUNTY to audit records and
interview staff of any subcontractor related to performance of CONTRACT.
Should the CONTRACTOR cease to exist as a legal entity, the CONTRACTOR's records
pertaining to this CONTRACT shall be forwarded to the surviving entity in a merger or
acquisition or, in the event of liquidation, to the COUNTY'S PROJECT MANAGER.
THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
County of Orange Page 36 of 37 City of Santa Ana
OC Community Resources Contract FYs7.2�1 SRW �fessional-MI Contract # 16-28-0039-RWS
IN WITNESS WHEREOF, the PARTIES hereto certify that they have read and understand all the
terms and conditions contained herein and have hereby cause this CONTRACT to be executed.
*CITY OF SANTA ANA
0
Name:
(Print)
Title:
Dated:
Name:
(Pont)
Title:
*For Contractors that are corporations, signature requirements are as follows: 1) One signature by the
Chairman of the Board, the President or any Vice President; and 2) One signature by the Secretary, any
Assistant Secretary, the Chief Financial Officer or an Assistant Treasurer.
For Contractors that are not corporations, the person who has authority to bind the contractor to a contract,
must sign on one of the lines above.
COUNTY OF ORANGE
A Political Subdivision of the State of California
By: Dated:,
Steve Franks, Director
OC Community Resources
APPROVED AS TO FORM
DEPUTY COUNTY COUNSEL
By: L4- Dated; /O_/ Y/ / t
DEPUTY UNTY COUNSEL
�
County of Orange Page 37 of 37 City of Santa Ana
OC Community Resources Contract FYs 2016.18 RWS Professional -MI Contract # 16.28.0039-RWS
20A-39
GENERAL PROGRAM REQUIREMENTS
REGIONAL WORKFORCE SERVICES
Attachment A
The General Program Requirements have been designed to provide the framework wherein the
CONTRACTOR will provide workforce services identified in Attachment B.
1. Governance
CONTRACTOR agrees to comply, remain informed, and deliver services consistent with
the provisions of the Workforce Innovation and Opportunity Act (WIOA), Orange County
Development Board (OCDB) Policies, Orange County Region Strategic Five -Year Plan,
applicable sections of the Welfare and Institutions Code, the California Education Code,
the Rehabilitation Act, negotiated Memoranda of Understanding, Title V of the Older
Americans Act, federal and state governance documents and/or any other appropriate
statutes or requirements, related to the services provided in this CONTRACT.
Where local policy has not been set, CONTRACTOR agrees to adhere to state or
federal policy, as appropriate.
2. 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 676,677and
678.
B. Department of Labor, Employment and Training Administration, 20 CFR Part 652
et al. Workforce Investment Act; Final Rules/WIOA 20CFR Part 676,677and
678.
C. Department of Labor, Employment and Training Administration, 20 CFR Part 652
et al. Workforce Investment Act; Final Rules.
D. Additional state and federal agencies that provide funding to the Orange County
Workforce Investment Board that may be incorporated herein.
E. Information Bulletins, Directives and any other federal and state guidance
documents pertaining to the WIOA.
F. All actions, directives, and policy and procedures issued by OC Community
Resources/OC Community Services/Community Investment Division/Orange
County Development Board (OCDB) 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.
G. County of Orange policies, as applicable.
3. Federal Award Identification
A. Subrecipient name— City of Santa Ana/Santa Ana Workforce Development Board
B. Subrecipient unique entity identifier — 083153247
C. Federal award identification number (FAIN) — AA -28305-16-55-A-6
D. Federal award date — 4/20/2016
County of Orange Page 1 of 1 City of Santa Ana
OC Community Resources Contract # 16 -28 -0039 -WS -P
20A-40
Attachment A
E. Subaward period of performance — 07/01/2016-6/30/2018
F. Amount of federal funds obligated by the action — up to $500,000.00
G. Total amount of federal funds obligated to the sub -recipient $36,306,337.00
H. Total amount of the federal award — $36,806,337.00
I. Federal award project description — providing consulting services as related to
regional planning and strategic regional activities
J. Name of the federal awarding agency, PTE, and contact information for awarding
official — DOL/EDD/County of Orange/OCDB
K. CFDA number and name — see title page of the agreement
L. Whether the award is R&D — No
M. Indirect cost rate for the federal award — NA
County of Orange Page 2 o 1 City of Santa Ana
OC Community Resources Contract # 16 -28 -0039 -WS -P
20A-41
SCOPE OF SERVICES
REGIONAL WORKFORCE SERVICES
Attachment B
1. PURPOSE
The purpose of this CONTRACT is to provide services that support federally funded
services offered through the Workforce Innovation and Opportunity Act (WIOA) and by
the Orange County Development Board (OCDB) and its CONTRACTORS for
Professional Consulting Services in the Orange County Region.
2. SERVICES
CONTRACTOR may be called upon to serve one or more or a combination of One -Stop
Centers, Business Services, and Youth programs, Special Workforce Development
Projects, and other projects and programs to support regional workforce development as
funding allows.
A. CONTRACTOR will be provided access to the OCDB Project Manager who will
assist with the scheduling and information needed to complete the required
deliverables for said services and projects.
B. Monitoring and Evaluation Services will also be available, if needed.
3. DELIVERABLES
A. CONTRACTOR will be called upon to provide at minimum but not limited to
the following services on an as -needed basis:
i. Regional Planning and Implementation— Collaborate with the OCDB 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.
ii.
Workforce Development Service
Activity
Regional planning as part of State
Regional plan development and
identified regional planning unit
training coordination
WIOA implementation of regional
Data analytics, policy analysis,
training policies and practices
procedure alignment, industry
among local workforce
forums
development boards
County of Orange
OC Community Resources
Page 1 of 2
20A-42
City of Santa Ana
Contract # 16 -28 -0039 -WS -P
Attachment B
SlingShot regional systems
Regional system assessment,
delivery evaluation and
capacity building, and
infrastructure development
apprenticeship program
development
Special projects
Special projects- focused on
targeted populations and
communities and/or One-Stop/WIOA
activities
B. Invoices are due on the 20th of each month for previous month's expenditures in
accordance with the OC Community Resources Contract Reimbursement Policy
attached herein as Exhibit 7 of this CONTRACT.
C. Due dates of project and program development activities will be project specific
and will be determined at the time of the project assignment.
County of Orange Page 2 of 2 City of Santa Ana
OC Community Resources Contract # 16 -28 -0039 -WS -P
20A-43
9Llpog�
BUDGET
REGIONAL WORKFORCE SERVICES
Attachment C
BUDGET
The CONTRACT total shall not exceed $500,000.00. 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 B,
herein and corresponding project budgets shall be listed in Attachment C herein.
Activities
FY 2016-2018
Regional Planning and Implementation
Up to $50,000
Workforce Development Services
Up to $200,000
Special Projects*
Up to $250,000
Contract amount of $500,000 (Five Hundred Thousand Dollars) are not to extend
$250,000 (Two Hundred Fifty Thousand Dollars) for FY 2016-17 and $250,000 (Two
Hundred Fifty Thousand Dollars) for FY 2017-18.
"Note: Special projects will be project specific and will have their own established
budgets as mutually agreed upon by COUNTY and CONTRACTOR. Contractor shall
not incur cost for such projects until approved in writing by COUNTY.
County of Orange Page 1 of 1 City of Santa Ana
OC Community Resources Contract # 16 -26 -0039 -WS -P
20A-44
Attachment D
PERFORMANCE STANDARDS
REGIONAL WORKFORCE SERVICES
Performance Standards
Standards of performance are as follows:
All deliverables shall be current and professional in regards to accuracy, design, layout,
charts, graphs, and other visual representations of the information including hand-outs,
PowerPoint presentations and brochures.
2. All staff related to the project will execute project activities in accordance with the
CONTRACT.
3. All deliverables related to the CONTRACT and Scope of Services will not be deemed
"received" until reviewed and approved by COUNTY.
County of Orange Page 1 of 1 City of Santa Ana
OC Community Resources Contract # 16 -28 -0039 -WS -P
20A-45
Exhibit 1
COUNTY OF ORANGE CHILD SUPPORT ENFORCEMENT PROVISION
CERTIFICATION REQUIREMENTS
In order to comply with child support enforcement requirements of the County of Orange, within
ten (10) days of award of CONTRACT, the successful CONTRACTOR must furnish to the
CONTRACT Administrator, Purchasing Agent or the agency/department Deputy Purchasing
Agent:
1. In the case of an individual CONTRACTOR, his/her name, date of birth, Social Security
number, and residence address;
2. In the case of a CONTRACTOR doing business in a form other than as an individual, the
name, date of birth, Social Security number, and residence address of each individual who
owns an interest of 10 percent or more in the contracting entity; A certification that the
CONTRACTOR has fully complied with all applicable federal and state reporting
requirements regarding its employees; and
3. A certification that the CONTRACTOR has fully complied with all lawfully served Wage and
Earnings Assignment Orders and Notices of Assignment and will continue to so comply.
The certifications will be stated as follows:
"1 certify that City of Santa Ana is in full compliance with all applicable federal and state
reporting requirements regarding its employees and with all lawfully served Wage and Earnings
Assignment Orders and Notices of Assignments and will continue to be in compliance
throughout the term of CONTRACT # 16-28-0039-RWS-P with the County of
Orange. I understand that failure to comply shall constitute a material breach of the
CONTRACT and that failure to cure such breach within ten (10) calendar days of notice from
the COUNTY shall constitute grounds for termination of the CONTRACT.
It is expressly understood that this data will be transmitted to governmental agencies charged
with the establishment and enforcement of child support orders and for no other purposes and
will be held confidential by those agencies.
Failure of the CONTRACTOR to timely submit the data and/or certifications required above or to
comply with all federal and state reporting requirements for child support enforcement or to
comply with all lawfully served Wage and Earnings Assignment Orders and Notices of
Assignment shall constitute a material breach of the CONTRACT. Failure to cure such breach
within ten (10) calendar days of notice from the COUNTY shall constitute grounds for
termination of the CONTRACT.
The successful CONTRACTOR
information listed above.
County of Orange
OC Community Resources
may use the forms supplied herein, to furnish required
Page 1 of 3 City of Santa Ana
Contract # 16-28-0039-RWS-P
Exhibit 1
County of Orange Child Support Enforcement
Certification Requirements
(blank form)
A. In the case of an individual CONTRACTOR, his/her name, date of birth, Social Security
number, and residence address:
Name:
D.O.B:
Social Security No:
Residence Address:
B. In the case of a CONTRACTOR doing business in a form other than as an individual, the
name, date of birth, Social Security number, and residence address of each individual who
owns an interest of ten (10) percent or more in the contracting entity:
Name:
D. 0. B:
Social Security No:
Residence Address:
Name:
D.O.B:
Social Security No:
Residence Address:
Name:
D.O.B:
Social Security No:
Residence Address:
(Additional sheets may be used if necessary)
County of Orange Page 2 of 3 City of Santa Ana
OC Community Resources Contract # 16-28-0039-RWS-P
20A-47
Exhibit 1
C. A certification that the CONTRACTOR has fully complied with all applicable federal and
state reporting requirements regarding its employees; and
D. A certification that the CONTRACTOR has fully complied with all lawfully served Wage
and Earnings Assignment Orders and Notices of Assignment and will continue to so
comply.
'7 certify that City of Santa Ana is in full compliance with all applicable federal and state
reporting requirements regarding its employees and with all lawfully served Wage and
Earnings Assignment Orders and Notices of Assignments and will continue to be in
compliance throughout the term of CONTRACT # 16-28-0039-RWS-P with the
County of Orange. I understand that failure to comply shall constitute a material breach of
the CONTRACT and that failure to cure such breach within ten (10) calendar days of
notice from the COUNTY shall constitute grounds for termination of the CONTRACT.
Authorized Signature Print Name Title
County of Orange Page 3 of 3 City of Santa Ana
OC Community Resources Contract # 16-26-0039-RWS-P
KO -•
Exhibit 2
DRUG FREE WORKPLACE CERTIFICATION
Company/Organization Name
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 1 am duly authorized legally to bind the contractor
or grant recipient to the above described certification.
Official's Name
Date Executed
Contractor or Grantee Recipient Signature and Title
County of Orange Page 1 of 1 City of Santa Ana
OC Community Resources Contract # 16-28-0039-RWS-P
20A-49
Exhibit 3
CERTIFICATION REGARDING
DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION
LOWER TIER COVERED TRANSACTIONS
This certification is required by the regulations implementing Executive Order 12549, Debarment
and suspension, 29 CFR Part 98.510, Participants' responsibilities. The regulations were published
as Part VII of the May 26, 1988 Federal Register (pages 19160-19211)
(BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION)
(1) The contractor or grant recipient of Federal assistance funds certifies, by submission of this
exhibit document, that neither it nor its principals are presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation in
this transaction by any Federal department or agency.
(2) Where the contractor or grant recipient of Federal assistance funds is unable to certify to
any of the statements in this certification, the contractor or grant recipient shall attach an
explanation to this exhibit document.
Name
Title
Authorized Signature
County of Orange Page 1 of 2 City of Santa Ana
OC Community Resources Contract # 16-28-0039-R WS -P
20A-50
Exhibit 3
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.
County of Orange Page 2 of 2 City of Santa Ana
OC Community Resources Contract # 16-28-0039-RWS-P
20A-51
Exhibit 4
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
Name
Title
Authorized Signature
*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).
County of Orange
OC Community Resources
20A-52
City of Santa Ana
Contract # 16-28-0039-RWS-P
Exhibit 5
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 (FB) 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.
County of Orange Page 1 of 3 City of Santa Ana
OC Community Resources Contract # 16-28-0039-RWS-P
20A-53
Exhibit 5
DISCLOSURE OF LOBBYING ACTIVITIES
Comolete 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
Con ressional 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
C. commission
12. Form of Payment (check all that apply):
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 sheets SF -LLL -A attached: ❑ Yes ❑ No
16. Information requested through this form authorized by Title
31 U.S.C. Section 1352. This disclosure of lobbying activities is a
Signature:
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
Print Name:
will be reported to the Congress semiannually and will be available for
public inspection. An person who fails to file the required disclosure
shall be subject to a civil penalty of not less than $10,000 and not
Title:
more than $100,000 for each such failure.
Telephone No:
Date:
County of Orange Page 2 of 3 City of Santa Ana
OC Community Resources Contract # 16-28-0039-RWS-P
20A-54
Exhibit 5
DISCLOSURE OF LOBBYING ACTIVITIES
CONTINUATION SHEET
Approved by OMS - 0348-0046
Reporting
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,
County of Orange Page 3 of 3 City of Santa Ana
OC Community Resources Contract # 16-28-0039-RWS-P
20A-55
Exhibit 6
EDD INDEPENDENT CONTRACTOR REPORTING REQUIREMENTS
Effective January 1, 2001, the County of Orange is required to file federal Form 1099-Misc for services
received from a "service provider" to whom the County pays $600 or more within a single calendar year.
The purpose of this reporting requirement is to increase child support collection by helping to locate
parents who are delinquent in their child support obligations.
The term "service provider' is defined in California Unemployment Insurance Code Section 1088.8,
subparagraph B.2 as "an individual who is not an employee of the service recipient for California purposes
and who received compensation or executes a Contract for services performed for that service recipient
within or without the state." The term is further defined by the California Employment Development
Department to refer specifically to independent contractors. An independent Contractor is defined as "an
individual who is not an employee of the..... government entity for California purposes and who receives
compensation or executes a Contract for services performed for that.... government entity either in or
outside of California."
The reporting requirement does not apply to corporations, general partnerships, limited liability
partnerships, and limited liability companies.
Additional information on this reporting requirement can be found at the California Employment
Development Department web site located at www.edd.ca.gov/txicr.htm.
To comply with the reporting requirements, County procedures for contracting with independent
contractors mandate that the following information be completed and forwarded to the contracting
agency/department immediately upon request:
First name, middle initial and last name
Social Security Number
Address
Start and expiration dates of Contract
Amount of Contract
N/A Exempt
First Name & Middle Initial
Social
Contract Number
Date
Last Name
Value of Contract
Expiration
County of Orange Page 1 of 1 City of Santa Ana
OC Community Resources Contract # 16-28-0039-RWS-P
20A-56
EXHIBIT 7
Q R A N G E C 0 U N 'r Y
Community Resources
Our community. Our Commitment.
Subject: OC Community Resources Effective: July 1, 2010
Contract Reimbursement Policy Revised: January 26, 2016
PURPOSE:
This policy contains updated fiscal documentation requirements for contract reimbursement for
OC Community Services. The procedures provide instructions for submitting reimbursement
demand letter or invoice.
EFFECTIVE DATE:
July 1, 2010
REVISION DATE:
January 26, 2016
REFERENCES:
Executed Board of Supervisors approved contract
Budget included in contract or presented as an exhibit
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 Housing & Community
Development and Homeless Prevention Contracts only.
Pre December 26, 2014
OMB Circular A-21 Cost Principles for Educational Institutions
OMB Circular A-87 Cost Principles for State, Local, and Indian Tribal Governments
OMB Circular A-122 Cost Principles for Non -Profit Organizations
Post December 26, 2014
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 OMB Circulars 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' reimbursement policy for the services described
and is not intended to address every aspect of a reimbursement situation. Accordingly, OC
Community Services may use reasonable discretion in interpreting and applying this policy to
20A-57
_57 Page 1 of 3
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 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 OMB Circular or CFR. 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.
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):
"7 certify under the penalty of perjury that this claim is true and correct and that the
requested payments have been made. I also certify that this claim agrees with our
official payroll and financial records and that these amounts have not been, or will
not be claimed from any other funding source"
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
1770 N. Broadway, 4th Floor
Santa Ana, CA 92706
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)
20A -58
0A-58 Page 2 of 3
13. Travel expense documentation: mileage reimbursement, hotel bill, meal reimbursement
ACTION:
Distribute this policy to all appropriate staff
INQUIRIES:
Inquiries may be directed to the following:
• Susan Long: (714) 480-6532 or Susan.Lonq@a occr.ocgov.com
• Eric Takanishi: (714) 480-6531 or Eric.Takanishi(&occr.ocgov.com
20A-59
_5A Page 3 of 3
20A-60
Grant Summary Form
A, Tile of Grant: Slingshot
Date Dlec—: 7/112018 Amount of Grant: $500,000,
Dots Due:: 10/ 10/2012016 _
Brief Explanation of Purpose:
To provide services that support federally funded services offered the WIOA and by the Orange County
Workforce Board and Its contractors, Santa Ana will lead the regional planning, Implementation, and
collaboration effort with the Orange County Development Board In facilitating regional goals,
objectives, developing regional strategies, policies, regional program planning and Infrastructure
development, In accordance with the Input of focal WDSa and stakeholders the strategy will also work
toward alignment of regional tralri ng policies and practices. The strategy will focus on developing
programs for targeted populations and communities Including pro -Identified Employment Zones. The
Employment Zones will be regionaland defined by the location of economic activity, such as labor
sheds, commute patterns, Industry clusters and sectors, Once the strategy is completed, Santa Ana
will Implement the regional plan. The Slingshot Initiative is designed to undertake employment Issues
by fostering system change, The expectation is for the development of an action plan that addresses
speolfle regional challenges,
Department: WORK Center Phone: 2829
Program Contact: Carlos de la Riva Email: edelariva@sante-ana.org
Estimated Start Date: -11/16/2016 End Date: _0130/201$
8, Source: ,Federal _Federal via State �,_,Stato Private V Other,
Funding Agency: County of Orange Workforce Development Board
If Federal Funding:
CFDA# 17;255, 17.278
CFDATitle: WIOA Adult Programs, WIOA Dislocated Worker Programs
Federal Award ID & Year: _ AA -28305.16.55-A-6 & 2016
Name of Pass-through entity, If applicable: Orange County Workforce Board
Grantor Program Officer: -Jessica Amezcua Contact:(714) 480-6434
Total Amount Requested: $_,,,-600,000
Required Match: Yes X No Volunteered Match: _Yes -X _No
Cash: Yes Nc $
d:
In-kin�Yes �No $,
Other: ,Yes _No $
C. Personnel
Number of grant -funded positions'Fuiltime _1.35—Part-time
Estimated Amount: $_,._,115,480.00
Are Positions Permanent-, X ___„Yes No
There Is no plan fo hire additional staff, Existfnp staff will work_and oversee the grant,
D. Indirect Costs:
Negotiated. Indirect Cost Rate: —X --yes No 7,23%
Plan To Recover: _X Yes -_X_ Full Rate „Partial Rate (4%)
Plan To Waive: _Yes XX„No
Do Mrntmis (tate (10%):, Yes No
Indirect Costs Not Allowed: _Yes -No
E� 'Totals
Total Federal Share: $
Total State Share:
Total Local Share: $600,000____
Total Partner/Other: $
Total Grant/Project: $_500,000
20A-62